UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
LASER TECHNOLOGY INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[_] Check box if any part of the fee is offset as provided by Exchange
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Notes:
[LOGO OF LASER TECHNOLOGY]
7070 South Tucson Way
Englewood, Colorado 80112-3921
April 21, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held on Thursday, May 13, 1999, at 10:00 a.m. local time, at the Terrace
Gardens Event Center at 13065 E. Briarwood Ave., Englewood, Colorado 80112.
Those matters expected to be acted upon at the Annual Meeting are
described in detail in the attached Notice of Annual Meeting of Shareholders
and Proxy Statement. There will also be reports on the activities of the
Company and an opportunity to submit questions or comments on matters of
interest to shareholders generally.
Your vote is important. Whether or not you attend the Annual Meeting in
person, it's important that your shares be voted on matters that come before
the meeting. I urge you to specify your choices by completing the accompanying
proxy card and returning it promptly in the enclosed envelope. If you sign and
return your proxy card without marking choices, it will be understood that you
want your shares voted in accordance with the directors' recommendations. If
you attend the Meeting, you may revoke your proxy and vote your shares in
person.
We look forward to seeing you at the Meeting.
Sincerely,
/s/ Blair Zykan
Blair Zykan
President and Chief Executive
Officer
Laser Technology, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1999
To our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Laser Technology, Inc., a Delaware corporation (the "Company"),
will be held on Thursday, May 13, 1999, at 10:00 a.m. local time, at the
Terrace Gardens Event Center located at 13065 E. Briarwood Ave., Englewood,
Colorado 80112.
Only shareholders of record at the close of business on April 16, 1999,
are entitled to notice of and to vote at the Meeting. The items on the agenda,
as described in the attached proxy statement, are as follows:
1. To elect six directors to serve for the ensuing year or until their
successors are duly elected and qualified;
2. To ratify the appointment of Jones, Jensen & Company as independent
auditors for the Company for the fiscal year ending September 30, 1999;
and
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
All shareholders are cordially invited to attend the Meeting in person.
Holders of a majority of the Company's outstanding voting shares must be
present either in person or by proxy in order for the meeting to be held. To
assure your representation at the Meeting, and whether or not you plan to
attend in person, you are urged to mark, sign, date and return the enclosed
proxy card at your earliest convenience. Any shareholders attending the
Meeting may revoke their proxies and vote their shares in person.
By Order of the Board of Directors
/s/ Blair Zykan
Blair Zykan
Secretary
Englewood, Colorado
April 21, 1999
Laser Technology, Inc.
7070 South Tucson Way
Englewood, Colorado 80112-3921
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders (the "Meeting") of Laser
Technology, Inc. (the "Company") to be held on Thursday, May 13, 1999, at
10:00 a.m. local time, at the Terrace Gardens Event Center located at 13065 E.
Briarwood Ave., Englewood, Colorado 80112, and at any and all adjournments
thereof. The accompanying proxy is solicited by the Board of Directors of the
Company and is revocable by the shareholder any time before it is voted. For
more information concerning the procedure for revoking the proxy, see
"General." This Proxy Statement is first being mailed to shareholders on or
about April 21, 1999, accompanied by the Company's Annual Report to
Shareholders for the fiscal year ended September 30, 1998.
Shareholders of record at the close of business on April 16, 1999 will be
entitled to vote on all matters. On the record date the Company had 4,994,551
shares of the Company's Common Stock (the "Common Stock") outstanding. The
holders of the Common Stock are entitled to one vote per share. The Company
has no class of voting securities outstanding other than the Common Stock.
All votes will be tabulated by the inspector of election appointed for
the Annual Meeting, who will separately tabulate affirmative and negative
votes, abstentions and broker non-votes. Under the Company's Bylaws and
Delaware law: (1) shares represented by proxies that reflect abstentions or
"broker non- votes" (i.e., shares held by a broker or nominee which are
represented at the meeting, but with respect to which such broker or nominee
is not empowered to vote on a particular proposal) will be counted as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum; (2) there is no cumulative voting and the director nominees
receiving the highest number of votes, up to the number of directors to be
elected, are elected and, accordingly, abstentions, broker non-votes and
withholding of authority to vote will not affect the election of directors;
and (3) proxies that reflect abstentions as to a particular proposal will be
treated as voted for purposes of determining the approval of that proposal and
will have the same effect as a vote against that proposal, while proxies that
reflect broker non-votes will be treated as unvoted for purposes of
determining approval of that proposal and will not be counted as votes for or
against that proposal.
The proxies named in the enclosed proxy card may, at the direction of the
Board, vote to adjourn or postpone the Meeting to another time or place for
the purpose of soliciting additional proxies necessary for approval of a
proposal or otherwise.
Any properly executed proxy returned to the Company will be voted in
accordance with the instructions indicated thereon. If no instructions are
marked with respect to the matters to be acted upon, each such proxy will be
voted in accordance with the recommendations of the Board of Directors set
forth in this Proxy Statement.
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the provisions of the Company's Articles of Incorporation and
By-Laws, the Board of Directors is to consist of at least three directors and
a maximum of nine directors. Presently, the number of directors in office is
six.
At the Meeting, six directors will be nominated to be elected to the
Board of Directors, each director to hold office for one year or until the
director's successor is elected and qualified. Unless otherwise instructed, it
is intended that the shares represented by the enclosed proxy will be voted
FOR the election of the six nominees named below, all of whom are currently
directors of the Company. In the event any of the nominees named herein are
unable or decline to serve as a director at the time of the Meeting, it is
intended that the proxies will be voted for the election of a substitute
nominee as the proxy holder may determine. The Board of Directors has no
reason to believe that any nominee listed below will be unable or will decline
to serve as a director.
The following persons, all of whom are incumbent directors, are being
nominated for election to the Company's Board of Directors:
Nominee for Election to the Office of Director at the 1998 Annual Meeting
Director
Nominee Age Since Position with the Company
- ------- --- -------- ------------------------------
Blair Zykan......................... 38 1999 President, C.E.O. and Director
Jeremy G. Dunne..................... 41 1986 Vice President and Director
Brian Abeel......................... 40 1999 Director
H. DeWorth Williams................. 63 1994 Director
Edwin P. Phelps..................... 62 1999 Director
Stephen Bamberger................... 44 1999 Director
Business Experience of Directors and Nominees
Blair Zykan. Mr. Zykan has been with the Company since March of 1993.
From 1993 to 1998.Mr. Zykan served as Vice President of Sales and Marketing,
responsible for North America before adding global responsibility for the
Company's Survey and Mapping products in 1996. In August 1998, Mr. Zykan was
promoted as the Company's Chief Operating Officer. On February 24, 1999, Mr.
Zykan filled the vacancy created by the resignation of David Williams as
President and Chief Executive Officer. From 1983 to 1993.Mr. Zykan served in a
variety of sales and sales management positions with Armstrong World
Industries, a global manufacturer of interior finishing products. Mr. Zykan is
a 1983 graduated of Franklin & Marshall College with a B.A. in Economics.
Jeremy G. Dunne. Mr. Dunne has been employed by the Company since 1986.
From 1981 to 1986, Mr. Dunne was a chief engineer for Hydrographic Services,
International in Southbrough Kent, England, a company that performs software
and system design for the hydrographic surveying industry. From 1980 to 1981,
Mr. Dunne was an electrical engineering technician with Plessy Marine, Ltd. in
Ilford Essex, England, a manufacturer of electronic instrumentation. Mr. Dunne
earned a B.A. Degree in Electrical Engineering from the University of
Cambridge, Cambridge, England.
Brian Abeel. Mr. Abeel is currently Co-President of Spectra Lux
Corporation, a leading manufacturer of edge-lighted displays for commercial
and military aircraft applications. He serves on the boards of Spectra Lux
Corporation and Aviosupport, Inc., a spares aftermarket distributor to the
world's airlines, and is a founding shareholder and board member of Avio
Corporation, a holding company for both organizations. From 1988 to 1989, Mr.
Abeel served as Vice President, Finance of Amerifresh. Mr. Abeel holds a B.A.
degree in business administration from the University of Washington and in
1984 passed his CPA exam.
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H. DeWorth Williams. Mr. Williams is the owner of Williams Investment
Company and has been a financial consultant for more than twenty years. During
this time, Mr. Williams has been instrumental in facilitating and completing
several mergers, acquisitions, business consolidations and underwritings.
Edwin P. Phelps. Mr. Phelps is the Chief Executive Officer and owner of
Norfield Corporation, an engineered materials manufacturer of plastic sheeting
for a variety of packaging and construction applications. Prior to acquiring
Norfield Corporation, Mr. Phelps was the CEO of Lun Industries. From 1984 to
1987 he served as President and Chief Operating Officer of Crane. Inc. Mr.
Phelps began his career with General Electric Corporation, where he served as
General Manager of numerous GE divisions during a 25-year career. He holds a
B.S. in Mechanical Engineering from the University of Detroit, and a M.S.M.E.
from Union College.
Stephen Bamberger. Mr. Bamberger is currently the Vice President of
Business Development for Bushnell Sports Optics, the world's largest supplier
of optical products, including binoculars, laser rangefinders, riflescopes,
and telescopes. The LTI/Bushnell Strategic Partnership has resulted in the
Yardage Pro line of consumer laser rangefinders. Prior to his tenure at
Bushnell, he held executive positions at Bausch & Lomb, Abbott Laboratories,
and Rubbermaid. Mr. Bamberger holds a Bachelor of Arts degree in Mathematics
from the College of Wooster, Wooster, Ohio, and a Masters of Science degree in
Computer Science from Syracuse University.
The Board of Directors recommends that the shareholders vote FOR the
election of each nominee for director named above.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
All directors hold office until the next annual meeting of shareholders
and until their successors have been duly elected and qualified. The Company
has not directly compensated its directors for service on the Board of
Directors or any committee thereof, although directors are eligible to receive
grants of options under the Company's incentive plans. Any non-employee
director of the Company is reimbursed for expenses incurred for attendance at
meetings of the Board of Directors and any committee of the Board of
Directors. Each executive officer of the Company serves at the discretion of
the Board of Directors.
The Board of Directors has established two committees and retains the
authority to establish additional committees from time to time. The majority
of both the following committees is made up of outside directors.
The Audit Committee consists of Brian Abeel and Edwin P. Phelps. The
Audit Committee recommends the Company's independent certified public
accountants, reviews the annual audit and interim financial reports of the
Company, and reviews audit and any nonaudit fees paid to the Company's
independent certified public accountants. The Audit Committee reports its
findings and recommendations to the Board of Directors for ratification.
During the last fiscal year, the members of the Audit Committee were William
R. Carr, F. James Lynch, and Richard B. Sayford, and the committee held two
meetings.
The Compensation Committee consists of H. DeWorth Williams, Brian Abeel,
Edwin P. Phelps, and Stephen Bamberger. The Compensation Committee supervises
the Company's compensation policies, administers employee incentive plans,
reviews and approves officers' salaries, and recommends to the Board of
Directors such other forms of remuneration as it deems appropriate. During the
last fiscal year, members of the Compensation Committee were H. DeWorth
Williams, William R. Carr, F. James Lynch, and Richard B. Sayford. The
Compensation Committee held one meeting during the last fiscal year.
During the Company's fiscal year ended September 30, 1998, there were six
meetings of the Board of Directors. Each director attended 75% or more of the
aggregate number of meetings of the Board and any Committee of which he is a
member.
The Board of Directors, acting as a committee of the whole, has the
responsibility for considering nominations for prospective Board members. The
Board of Directors will consider nominees recommended by shareholders who
submit a notice of nomination to the Company at least 30 but not more than 60
days prior to
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the first anniversary of the preceding year's annual meeting. Such notice
shall contain appropriate data with respect to the suggested candidate and the
shareholder submitting the proposal in order to make an informed decision as
to the qualifications of the person.
Resignation of the Company's Outside Directors
On October 28, 1998, the Company's Board of Directors established the
Special Committee comprised of directors Richard B. Sayford, F. James Lynch
and William R. Carr. The Special Committee was directed to "independently
investigate the Company's accounting records and irregularities relating to
the Company's accounting records and to report to the board the results of its
investigation." Pursuant to this charge, the Special Committee retained
independent legal counsel which, in turn, retained an independent auditing
firm to assist in the investigation. Upon the recommendation and concurrence
of BDO Seidman, LLP ("BDO"), the Company's independent auditor at that time,
the Special Committee retained an interim Chief Financial Officer who reported
directly to the Special Committee and instituted additional internal controls
to enhance the integrity of the investigation and the Company's financial
reporting procedures.
During the pendency of the Special Committee's investigation, on December
21, 1998, BDO resigned as the Company's independent auditor and withdrew its
opinions of the Company's financial statement for the years ended September
30, 1993 through 1997, for the reasons cited in its letter of resignation and
the Company's Form 8-K filed December 28, 1998.
A Special Meeting of the Company's Board of Directors was held on January
7, 1999 (the "Meeting"). The purpose of the Meeting was to receive the report
and recommendations of the Special Committee.
The Special Committee proposed that certain directors and executive
officers tender their resignations and that the Company's President pay to the
Company all amounts, if any, due from him to the Company. The Special
Committee further proposed that the Company hire a new Chief Executive Officer
and Chief Financial Officer from outside the Company and search for and retain
an auditing firm that is completely independent from the Company's officers
and/or directors. The Special Committee also proposed that certain directors
agree to place their shares of the Company's common stock into a voting trust
or other arrangement whereby such shares may be voted in accordance with
management's direction. It was further suggested that upon the implementation
of the above recommendations, the composition of the Board of Directors be
revised to provide for three inside and three independent directors. The
Special Committee then recommended that in the event the Chief Executive
Officer and Chief Financial Officer did resign, each be offered a consulting
agreement with the Company.
Following the presentation and proposals by the Special Committee, those
directors not on the Special Committee made a counter-proposal. Without
responding to the counter-proposal, the individuals on the Special Committee
informed the Board of their intent to resign from the Special Committee and
from the Board of Directors. Each of the resigning directors, F. James Lynch,
Richard B. Sayford and William R. Carr, submitted letters to the Company's
Board dated January 11, 1999 confirming their resignations. Each of the
resigning directors cited, as the reason for his resignation, the refusal of
the other members of the Board to accept the proposals of the Special
Committee.
Set forth below is certain information regarding the executive officer of
the Company who does not serve on the Board of Directors.
Suanne Parro, CPA. In April, 1999, Ms. Parro was employed by the Company
as Chief Financial Officer. From 1987 to 1998 she held a variety of financial
and senior financial management positions with global, technology
manufacturing and service organizations. She was controller for Space Imaging
(satellite and satellite imagery producer) from 1997 to 1998, setting up and
managing internal control and reporting systems. She was controller and senior
financial officer of Natkin Service Company (commercial and industrial
building service company) from 1993 to 1996 and was responsible for
operational and market analysis, project controls,
4
and financing programs. From 1990 to 1992 she was senior financial officer of
Applied Films (thin film display manufacturer) and became Treasurer in 1993.
At Applied Films, Ms. Parro developed computerized systems, was responsible
for financial reporting, set up human resource programs and managed banking
relations. She was responsible for accounting, reporting, financial management
and banking relations for OHMEDA (medical equipment manufacturer) from 1987 to
1990. From 1986 to 1987 she was a manager in Ernst & Young's Entrepreneurial
services department. Ms. Parro also worked from 1980 to 1986 for Grant
Thornton, an international accounting and consulting firm. She has a B.S. in
accounting, a masters degree in international business management from Denver
University, and is a licensed CPA.
EXECUTIVE COMPENSATION
The following table sets forth a summary of cash and non-cash
compensation for each of the last three fiscal years ended September 30, 1998,
1997 and 1996, with respect to the Company's Chief Executive Officer. No
executive officer of the Company has earned a salary greater than $100,000
annually for any of the periods depicted.
Summary Compensation Table
Other Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
- --------------------------- ---- ------- ------- ------------ ------------
David Williams,................. 1998 $92,500 $ -- $ -- $ --
President, C.E.O. 1997 90,525 -- -- --
1996 84,600 -- -- --
The preceding table does not include any amounts for noncash
compensation, including personal benefits, paid to Mr. Williams. The Company
believes that the value of such noncash benefits and compensation paid to Mr.
Williams during the periods presented did not exceed the lesser of $50,000 or
10% of the cash compensation reported for him.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End
Option/SAR Values
Number of Securities Value of
Underlying Unexercised Unexercised
Options/SARs at Fiscal In-the-Money
Year End Fiscal Year End
Name and Principal
Position Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------ ------------------------- -------------------------
David Williams.......... 68,250 --
President, C.E.O. (1)
- --------
(1) On June 3, 1994, the Company granted options to purchase 68,250 shares of
the Company's common stock to David Williams, President and CEO, pursuant
to the Company's Equity Incentive Plan. The options are non-transferable
and vest annually in three equal installments over a three year period. As
of September 30, 1998 all options were fully vested.
Employment Agreements
In July 1992, the Company entered into an employment agreement with
Jeremy Dunne, pursuant to which Mr. Dunne receives an annual base salary
subject to increases at the discretion of the Board of Directors. In 1998,
this agreement was renewed for another five years. The employment agreement
prohibits Mr. Dunne from directly or indirectly competing with the Company for
a period of three years following termination of his employment.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who beneficially
own more than ten percent of the Company's outstanding Common
5
Stock, to file reports of securities ownership and changes in such ownership
with the Securities and Exchange Commission ("SEC"). Officers, directors and
greater than ten percent beneficial owners also are required by rules
promulgated by the SEC to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely upon a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that for the fiscal year ended September 30, 1998 all Section
16(a) filing requirements applicable to officers, directors and greater than
ten percent beneficial owners were complied with.
Certain Relationships and Related Transactions
In September 1998, the Company sold for $50,000 certain computer chips to
an Australian customer. David Williams and Pam Sevy, the Company's CFO,
applied the proceeds from the sale to reduce the amount of Mr. Williams'
accounts receivable to the Company by $50,000. Mr. Williams' account
receivable arose when, in 1994, he began to transfer funds to the Company to
purchase certain Marksman units that had been returned to the Company by a
customer. These funds were used by the Company to reduce the customer's
accounts receivable balance. Mr. Williams had previously considered the
advanced funds as unrecoverable because the Company had resold the returned
units to a third party. However, the Company reversed this transaction and
increased Mr. Williams' account receivable at the Company by $50,000,
recording the sale as revenue to the Company. The Company subsequently reduced
Mr. Williams' debt to the Company by $50,000 to recognize the monies he had
transmitted to the Company. Mr. Williams has agreed to forgive any additional
monies owed to him due to the resale of his units by the Company. As of March
15, 1999, Mr. Williams owed the Company $6,940.76. The amount of monies owed
to him by the Company, due to the resale of his units by the Company, is
believed to be approximately $140,000.
Stephen Bamberger, currently a director of the Company and a nominee for
the Board of Directors to be voted upon at the Meeting, is Vice President of
Business Development for Bushnell Sports Optics ("Bushnell"). Mr. Bamberger is
not a director of Bushnell nor does he hold an equity interest in Bushnell of
10% or greater. The Company has an agreement with Bushnell whereby the Company
receives running royalties on cumulative net sales by Bushnell of the "Yardage
Pro" line of products. During fiscal year 1998, the Company received from
Bushnell royalties of approximately $1,013,000, which represented more than 5%
of the Company's total revenue in 1998. It is anticipated that royalties from
the agreement will continue to be a significant portion of the Company's total
revenues for fiscal 1999. Mr. Bamberger's corporate incentive package with
Bushnell is based, in part, on certain revenues and his incentives are
impacted by sales of the "Yardage Pro" line.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 25, 1999, the number of
shares and the percentage ownership of record and/or beneficially owned by
each person who is the beneficial owner of more than 5% of the Company's
Common Stock, by each person who serves as a director of the Company and by
all directors and executive officers of the Company as a group. Unless
otherwise indicated, the Company has been advised that each of the named
persons has sole voting power and sole dispositive power with respect to the
shares indicated.
Number of Shares Beneficially Percent of
Name of Beneficial Owner Owned as of March 25, 1999 Common Stock(1)
- ------------------------ ----------------------------- ---------------
Jeremy G. Dunne(2).............. 417,000 8.2%
Blair Zykan(3).................. 58,810 1.2%
H. DeWorth Williams(4).......... 579,157 11.5%
David Williams.................. 330,436 6.5%
Directors and officers as a
group (3 persons)(5)........... 1,054,967 20.9%
- --------
(1) Percentage ownership is calculated separately for each person on the basis
of the actual number of outstanding shares as of March 25, 1999 and
assumes the exercise of options held by such person (but not by anyone
else) exercisable within sixty days.
(2) Includes 68,250 shares, which may be acquired by Mr. Dunne pursuant to the
exercise of stock options exercisable within sixty days.
(3) Includes 51,000 shares, which may be acquired by Mr. Zykan pursuant to the
exercise of stock options exercisable within sixty days.
(4) Includes 30,000 shares, which may be acquired by Mr. Williams pursuant to
the exercise of stock options exercisable within sixty days.
(5) Includes 149,250 shares, which may be acquired by the Company's officers
or directors within sixty days pursuant to the exercise of stock options
at various prices.
6
PERFORMANCE GRAPH
The graph below provides an indicator of cumulative total shareowner
returns for the Company as compared with the S&P 500 Stock Index ("S&P 500")
and a group of peer issuers. Assumes $100 invested October 1, 1993 in the
Company, the S&P 500 and the Peer Group(1).
9/30/93 9/30/94 9/30/95 9/30/96 9/30/97 9/30/98
-------- -------- -------- -------- -------- --------
S&P 500 $ 100.00 $ 100.60 $ 127.06 $ 149.77 $ 205.96 $ 221.12
Laser $ 100.00 $ 107.94 $ 139.68 $ 115.87 $ 85.71 $ 84.13
Per Group $ 100.00 $ 85.52 $ 176.10 $ 212.03 $ 250.08 $ 137.82
(1) The Peer Group is a market weighted index comprised of: Coherent, Image
Sensing Systems, Industrial Technologies, JMAR Technologies, Laser Power
Corporation and Spectron-Physics Lasers.
7
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders at the Meeting, the Board of
Directors has appointed Jones, Jensen & Company ("JJ & C") as independent
auditors for the fiscal year ending September 30, 1999 and until their
successors are selected. JJ & C has served as auditors of the consolidated
financial statements of the Company for the fiscal year ended September 30,
1998. A representative of JJ & C will be present at the Meeting and will have
the opportunity to make a statement if he or she desires to do so and will be
available to answer appropriate questions.
The affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the matter is required to ratify the
appointment of JJ & C as independent public accountants.
The Board of Directors recommends that the shareholders vote FOR
ratification of the selection of Jones, Jensen & Company, independent public
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending September 30, 1999.
COMPANY'S INDEPENDENT AUDITORS RESIGN AND ARE REPLACED
BDO Seidman, LLP ("BDO") served as the Company's independent auditor for
the years ended September 30, 1992 through 1997. On December 21, 1998, BDO
resigned as independent auditor for the Company, citing the following events:
1. The Company's internal controls could not be relied upon to develop
financial statements.
2. Information had come to BDO's attention indicating that they could no
longer rely on management's representations.
3. BDO concluded that the above events materially impacted their liability
for the financial statements for the fiscal years ending September 30,
1993, 1994, 1995, 1996 and 1997. Therefore, BDO was unwilling to be
associated with the above mentioned financial statements and withdrew its
opinions on those years.
The Company filed with the Commission a current report on Form 8-K dated
December 28, 1998 disclosing the resignation of BDO. The Form 8-K was amended
on January 4, 1999 to include the letter from BDO addressed to the Commission
stating whether it agreed with the statements made by the Company in the Form
8-K.
On January 11, 1999, the Company's Board of Directors approved the
appointment of and formally engaged Jones, Jensen & Company, Certified Public
Accountants ("JJ&C"), as the Company's independent auditor. Thereupon, JJ&C
began auditing the Company's financial statements for the fiscal years ended
September 30, 1998, 1997 and 1996. JJ&C has also been retained to conduct a
detailed review of the financial controls of the Company and to make
recommendations to the Board of Directors.
During the Company's two most recent fiscal years and subsequent interim
period, prior to engaging JJ&C, the Company has not consulted JJ&C regarding
either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements; or (ii) any matter
that was either the subject of a disagreement or a reprortable event, except
to the extent necessary for JJ&C to complete its client acceptance procedures.
JJ&C has completed the audit of fiscal years 1996, 1997 and 1998. The restated
results for fiscal years 1996 and 1997 can be found in the Company's Annual
Report for the fiscal year ended September 30, 1998, filed on Form 10-K, as
amended March 10, 1999.
8
OTHER MATTERS
The Board of Directors is not aware of any other matter to be presented
for action at the Meeting. However, if any other matter is properly presented,
it is the intention of the persons named in the enclosed form of proxy to vote
in accordance with their judgment on such matter.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to Shareholders, including financial
statements, for the fiscal year ended September 30, 1998, accompanies this
Proxy Statement.
SHAREHOLDERS' PROPOSALS
It is anticipated that the Company's fiscal 1999 Annual Meeting of
Shareholders will be held on or about February 22, 2000. Shareholders who
intend to present proposals at such Annual Meeting must submit their proposals
to the Secretary of the Company on or before October 22, 1999.
GENERAL
The costs of soliciting proxies will be paid by the Company. In addition
to the use of the mails, proxies may be personally solicited by directors,
officers or regular employees of the Company (who will not be compensated
separately for their services), by mail, telephone, telegraph, cable or
personal discussion. The Company will also request banks, brokers and other
custodians, nominees and fiduciaries to forward proxy materials to the
beneficial owners of stock held of record by such persons and request
authority for the execution of proxies. The Company will reimburse such
entities for reasonable out-of-pocket expenses incurred in handling proxy
materials for the beneficial owners of the Company's Common Stock.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted by delivering to the Secretary
of the Company a written notice of revocation bearing a later date than the
proxy, by duly executing a subsequent proxy relating to the same shares, or by
attending the Meeting and voting in person. Attendance at the Meeting will not
in and of itself constitute revocation of a proxy unless the stockholder votes
his or her shares of Common Stock in person at the Meeting. Any notice
revoking a proxy should be sent to the Secretary of the Company, Blair Zykan,
at Laser Technology, Inc., 7070 S. Tucson Way, Englewood, Colorado 80112.
Please complete, date, sign and return the accompanying proxy promptly in
the enclosed envelope.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO FILL
IN, SIGN AND RETURN THE ACCOMPANYING PROXY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
By Order of the Board of Directors
/s/ Blair Zykan
Blair Zykan
Secretary
Englewood, Colorado
April 21, 1999
9
LASER TECHNOLOGY, INC.
PROXY
ANNUAL MEETING, MAY 13, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Blair Zykan and Jeremy Dunne, as Proxies,
each with full power to appoint his substitute, and hereby authorizes them to
appear and vote as designated below, all shares of Common Stock of Laser
Technology, Inc. held on record by the undersigned on April 16, 1999, at the
Annual Meeting of Stockholders to be held on May 13, 1999, and any adjournments
thereof.
The undersigned hereby directs this Proxy to be voted:
1. Election of directors:
[_] FOR the election as directors of all nominees listed below (except as
marked to the contrary below)
or [_] WITHHOLD AUTHORITY to vote
for all nominees listed
below
BLAIR ZYKAN JEREMY G. DUNNE H. DEWORTH WILLIAMS
BRIAN ABEEL EDWIN P. PHELPS STEPHEN BAMBERGER
(INSTRUCTION: To withhold authority to vote for any of the above listed
nominees, please strike a line through that individual's name)
2. Proposal to ratify the appointment of Jones, Jensen & Company as
independent auditors for the Company for the fiscal year ending
September 30, 1999.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the named proxies may vote on such other business as
may properly come before the Annual Meeting, or any adjournments or
postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THE PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
Date:_______________________________
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Signature of stockholder
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Signature if held jointly
NOTE: PLEASE MARK, DATE, SIGN AND
RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH
SHOULD SIGN. IF SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE. IF A CORPORATION OR
PARTNERSHIP, PLEASE SIGN IN
CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED PERSON.