SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
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Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
LA-MAN CORPORATION
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(Name of Registrant as Specified In Its Charter)
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Notes:
LA-MAN CORPORATION
5029 Edgewater Drive
Orlando, Florida 32810
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held October 30, 1997
The Annual Meeting of shareholders of La-Man Corporation (the "Company")
will be held on Thursday, October 30, 1997, at 10:00 a.m., local time, at the
Ramada Inn North, 2025 West State Road 434, Longwood, Florida 32750 for the
following purposes, all of which are described in the accompanying Proxy
Statement:
1. To elect 10 members to the Board of Directors of the Company to serve until
the next annual meeting of shareholders and until their successors are
elected and qualified;
2. To consider and act upon the ratification of the appointment of BDO
Seidman, LLP as the Company's independent auditor for the June 30, 1998
fiscal year; and
3. To consider and act upon such other business as may properly come before
the Meeting or any adjournment thereof.
The accompanying proxy is solicited by the Board of Directors of the
Company. The Company's Proxy Statement and Annual Report for the fiscal year
ended June 30, 1997 are enclosed.
The record date for the determination of shareholders entitled to vote at
the Meeting is September 15, 1997, and only shareholders of record at the close
of business on that date will be entitled to vote at the Meeting or any
adjournment thereof.
YOUR VOTE IS IMPORTANT! WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING,
PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED
PREPAID ENVELOPE SO THAT WE MAY BE ASSURED OF A QUORUM TO TRANSACT BUSINESS. IF
YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
By Order of the Board of Directors,
Orlando, Florida J. WILLIAM BRANDNER
September 30, 1997 President and Chief Executive Officer
LA-MAN CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 30, 1997
INTRODUCTION
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
the enclosed proxy by the Board of Directors of La-Man Corporation, a Nevada
corporation ("La-Man" or the "Company"), for use at the Annual Meeting of
Shareholders to be held on Thursday, October 30, 1997, at 10:00 a.m., local
time, at the Ramada Inn North, 2025 West State Road 434, Longwood, Florida 32779
(the "Annual Meeting"), and at any adjournment thereof. The Annual Meeting is
being held to consider and vote on the election of 10 persons to serve as
members of the Company's Board of Directors, the ratification of the appointment
of BDO Seidman, LLP as the Company's independent auditor for the June 30, 1998
fiscal year and to consider and act on any other business that may properly come
before the meeting.
The principal executive offices of the Company are located at 5029
Edgewater Drive, Orlando, Florida 32810. This Proxy Statement, the enclosed
form of proxy and the Company's Annual Report for the fiscal year ended June 30,
1997 (the "1997 Fiscal Year") are being sent to shareholders commencing on or
about September 30, 1997.
RECORD DATE, VOTING RIGHTS, AND REVOCABILITY OF PROXIES
The Board of Directors has fixed September 15, 1997 as the record date for
the Annual Meeting. Only shareholders of record at the close of business on
that day will be entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. As of September 15, 1997, there were 3,405,007 shares of
the Company's common stock, par value $.001 per share ("Common Stock") issued
and outstanding.
Holders of record of Common Stock on the record date are entitled to cast
one vote per share, by person or by proxy authorized in writing, at the Annual
Meeting. Shares represented by a properly executed proxy in the accompanying
form will be voted at the Annual Meeting and, when instructions have been given
by the shareholder, will be voted in accordance with those instructions. If no
instructions are given, the shares will be voted according to the
recommendations of the Board of Directors of the Company (the "Board of
Directors" or the "Board"). Other than the election of Directors, which
requires a plurality of the votes cast, each matter to be submitted to the
shareholders requires the affirmative vote of a majority of the votes cast at
the meeting. Abstentions and broker non-votes are counted only for purposes of
determining whether a quorum is present at the meeting.
A shareholder may revoke a proxy at any time before its exercise by sending
written notice of revocation to the Secretary of the Company, or by signing and
delivering a proxy which is dated later, or, if the shareholder attends the
Annual Meeting in person, either by giving written notice of revocation to the
inspectors of election at the Annual Meeting or by voting at the meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Ten persons are to be elected at the Annual Meeting to serve as Directors
for a term of one year or until the election and qualification of their
successors. It is the intention of the persons named in the enclosed proxy to
vote proxies FOR the election of the nominees named below. If any nominee
refuses or is unable to serve as a Director (which is not anticipated), the
persons named as proxies reserve full discretion to vote for any or all other
persons who may be nominated. The 10 nominees receiving the greatest number of
votes will be elected to serve on the Board of Directors.
This year's nominees for election to the Board of Directors are as follows:
DIRECTOR
NAME POSITION AND OFFICES WITH THE COMPANY SINCE AGE
- --------------------- ----------------------------------------------- -------- ---
J. Melvin Stewart Chairman of the Board; Director 1994 78
J. William Brandner President and Chief Executive Officer; Director 1994 60
Gary Donald Bell President, Don Bell Industries, Inc.; Director 1995 48
R. Van Bogan None N/A 51
Edwin M. Freakley Director 1995 53
Thomas N. Grant Director 1995 51
Philip Howe Hoard Vice President; Secretary; Director 1987 63
Lester Jacobs None N/A 59
William A. Retz None N/A 57
Robert M. Smither Director 1995 43
BUSINESS EXPERIENCE OF NOMINEES
J. MELVIN STEWART has served as a Director of the Company since February
1994 and as Chairman of the Board since September 29, 1994. He is also a member
of the Board's Executive Committee (the "Executive Committee"), and serves as
Chairman of the Board, President and Chief Executive Officer of Nevada SEMCO,
Inc. ("SEMCO"), and as President and Chief Executive Officer of J.M. Stewart
Corporation ("Stewart Corporation") and J.M. Stewart Industries, Inc. ("Stewart
Industries"), all subsidiaries of the Company. Mr. Stewart served in such
capacities at Stewart Corporation and Stewart Industries for more than five
years prior to their acquisition by the Company in January 1994. From March 1989
to May 1991, Mr. Stewart also served as Treasurer and as a Director of Christian
Purchasing Network. Christian Purchasing Network is not an affiliate of the
Company.
J. WILLIAM BRANDNER has served as President and Chief Executive Officer and
as a Director since April 1994 and also serves as a member and Chairman of the
Executive Committee. From April 1991 to July 1993, Mr. Brandner served as
Chairman and President of American Integrity Corporation, a public insurance
holding company with revenues of more than $100 million. From July 1971 to
October 1990, Mr. Brandner served as Vice Chairman, Director and in various
other senior executive positions
2
with Harcourt Brace Jovanovich, Inc. ("HBJ"), a $1.8 billion diversified public
company with publishing, insurance and theme park operations.
GARY DONALD BELL has served as a Director since October 1995. He has served
the last five years as President of Don Bell Industries, Inc. ("Don Bell
Industries"), which was acquired by the Company in September 1995.
R. VAN BOGAN is President and Chief Executive Officer of SouthTrust Bank/
Orlando. Prior to being appointed President and Chief Executive Officer in 1993,
Mr. Bogan served as Executive Vice President and Senior Lender from 1992 to
1993. SouthTrust Bank/Orlando is a market bank of SouthTrust Bank, National
Association, the Company's lending bank.
EDWIN M. FREAKLEY has served as a Director and member of the Executive
Committee since October 1995 and as a member of the Audit Committee since March
1996. Mr. Freakley has been President and Chief Executive Officer of Worrell
Enterprises, Inc. ("Worrell"), a private publishing and management company,
since before 1990.
THOMAS N. GRANT has served as a Director and as a member and Chairman of
the Compensation Committee since October 1995 and as a member of the Audit
Committee since March 1996. Since January 1997, Mr. Grant has been First Vice
President, Financial Institutions, SunTrust Bank, Central Florida, N.A. From
1993 to 1996 he served as Senior Vice President and Senior Lending Officer of
The Bank of Winter Park, Winter Park, Florida ("Bank of Winter Park"). From 1992
to 1993 he served as President and Chief Executive Officer, and from 1991 to
1992 as Executive Vice President, of Central National Bank, Winter Park,
Florida. Mr. Grant also served as Senior Vice President and in various other
capacities with Southeast Bank, N.A. from 1973 to 1991.
PHILIP H. HOARD has served as Vice President, Secretary and as a Director
of the Company since April 1987. Mr. Hoard has also served as Director of
Purchasing for the Company since March 1985, and as Plant Manager from April
1987 to present.
LESTER JACOBS has served as Chairman of C 12 Group since 1992, an
interactive peer study and support system for individuals who own or are the
chief executive officer of small-to medium-sized businesses in the Florida
cities of Tampa, Bradenton and Sarasota and in Houston, Texas. J. Melvin Stewart
is a member of the C 12 Group in Sarasota, Florida.
WILLIAM A. RETZ, REAR ADMIRAL USN (Ret.), has served since 1996 as Vice
President, Government Services, for Aramark Corp., a large privately-held
company which provides food and other services to a variety of industries.
Admiral Retz served in the United States Navy from 1963 to 1995 with a variety
of sea commands and shore assignments, including several U.S. Navy personnel
management positions and positions of responsibility for naval bases, including
closure of the U.S. Navy base in Philadelphia, Pennsylvania.
ROBERT M. SMITHER, JR. has served as a Director and member of the
Compensation Committee since October 1995. Mr. Smither has also served as a
member and Chairman of the Audit Committee since March 1996, and has been Vice
President and Treasurer of Worrell since before 1990.
3
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ELECTION OF THE NOMINEES
LISTED ABOVE AS DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Company's April 28, 1994 Amended and Restated Bylaws, as amended (the
"Bylaws"), provide that the Board of Directors is to be comprised of not less
than three nor more than 10 members. The number of Directors may be increased
by Bylaw amendment, by the affirmative vote of a majority of the persons then
serving as Directors, or by the affirmative vote of holders of a majority of the
Company's outstanding voting securities.
The Board of Directors presently has four committees: an Audit Committee;
a Compensation Committee; an Executive Committee; a Nominating Committee.
The present members of the Audit Committee are Edwin M. Freakley, Thomas N.
Grant, Robert M. Smither, Jr. (Chairman) and Ithiel C. Clemmons, who is not
standing for re-election to the Board.
The present members of the Compensation Committee are Thomas N. Grant
(Chairman), Robert M. Smither, Jr. and Ithiel C. Clemmons.
The present members of the Executive Committee are J. William Brandner
(Chairman), Edwin M. Freakley and J. Melvin Stewart.
The present members of the Nominating Committee are J. William Brandner,
Edwin M. Freakley, Thomas N. Grant and J. Melvin Stewart. In order for the
Nominating Committee to consider shareholder recommendations for nominees, such
recommendations must be received in writing by the President of the Company not
less than 120 days prior to the annual meeting of shareholders.
In order for any action to be taken by a committee, it must be approved by
the affirmative vote of not less than a majority of the committee members. Any
action to be taken by a committee may be taken in lieu of a meeting by unanimous
written consent of the members, in the same manner as legally required if such
action were taken by the Board by written consent. During the 1997 Fiscal Year,
the Board of Directors held three meetings, the Executive Committee met five
times, the Compensation Committee met five times, the Audit Committee met twice
and the Nominating Committee met three times. Each incumbent Director attended
75% or more of the total number of Board meetings and, to the extent he was a
member, committee meetings.
The Board of Directors intends to consider, at its annual meeting
immediately following the Annual Meeting, the reconstitution of its committees.
If approved, the Committees will be reconstituted as follows: each of the Audit
Committee and Compensation Committee will be comprised of four Directors, none
of whom may be an officer or employee of the Company or any of its subsidiaries.
Each of the Executive Committee and the Nominating Committee will be comprised
of four directors, two of
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whom may not be an officer or employee of the Company or any of its
subsidiaries. Directors will be appointed to the various committees at the
Board's annual meeting.
The Company's Articles of Incorporation provide that the Company is to
indemnify its executive officers and directors to the fullest extent allowed by
Nevada law. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company, the Company has been
advised that it is the position of the Commission that such indemnification is
against public policy as expressed in the Securities Act and therefore is
unenforceable.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not also employees of the Company
or any of its subsidiaries are paid a fee of $1,000 for each Board meeting
attended and are reimbursed their costs in attending meetings. In addition,
under the terms of the 1992 Stock Option Plan, non-employee Directors are
entitled to receive, in November of each year in which they serve as Directors,
grants of options to purchase 10,000 shares of Common Stock at an exercise price
equal to the per share fair market value of the Common Stock on the date of
grant. For further information concerning options granted under the 1992 Plan,
see "1988 and 1992 stock option plans," below. During the 1997 Fiscal Year,
Directors Stewart, Brandner, Bell, and Hoard were also employees of the Company
or one or more of its subsidiaries for all or part of the year. Employee-
Directors are reimbursed costs incurred by them in attending meetings of the
Board and various committees, but receive no additional compensation for acting
as Directors or as members of any committee.
SECURITIES OWNED BY PRINCIPAL SHAREHOLDERS
AND MANAGEMENT
The following table sets forth, as of September 15, 1997, certain
information with respect to the stock ownership of: (a) all persons known by the
Company to be record or beneficial owners of five percent (5%) or more of the
outstanding Common Stock; (b) each nominee for election as a Director; (c)
certain executive officers; and (d) all Directors and executive officers as a
group (11 persons).
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED/1/ CLASS/1/
- --------------------------------- --------------------- -----------
Gary D. Bell 215,250/2/ 6.0%
365 Oak Place
Port Orange, Florida 32127
J. William Brandner 281,828/3,4/ 7.7%
5029 Edgewater Drive
Orlando, Florida 32810
R. Van Bogan 0 0.0%
5
2456 Via Sienna
Winter Park, FL 32789
Ithiel C. Clemmons 4,100/5/ 0.1%
190-08 104th Avenue
Hollis, New York 11412
Edwin M. Freakley 0/6/ 0.0%
1450 South Dixie Highway
Boca Raton, Florida 33432
Thomas N. Grant 6,200/7/ 0.2%
200 South Orange Avenue
Orlando, Florida 32810
Philip Howe Hoard 215,990/3,4,8/ 6.1%
700 Glades Court
Port Orange, Florida 32127
Lester Jacobs 0 0.0%
656 Flamingo Drive
Apollo Beach, Florida 33572
Otto J. Nicols 128,000/5/ 3.6%
1582 Golfside Village Boulevard
Apopka, Florida 32712
William A. Retz 0 0.0%
280 South Ridley Creek Road
Media, Pennsylvania 19063
Robert M. Smither, Jr. 0/6/ 0.0%
1450 South Dixie Highway
Boca Raton, FL 33432
J. Melvin Stewart 551,147/4,8/ 15.3%
2201 Cantu Court
Sarasota, Florida 34232
Todd D. Thrasher 30,000/3/ 0.9%
5029 Edgewater Drive
Orlando, Florida 32810
Worrell Enterprises, Inc. 545,919/9/ 10.1%
6
1450 South Dixie Highway
Boca Raton, Florida 33432
All Executive Officers and Directors 1,432,515/10/ 31.9%
as a Group (11 persons)
_____________________________
/1/ Based on information available to the Company, unless otherwise indicated
such shares are owned of record by the named record or beneficial owner or
the named record or beneficial owner and spouse, and represent sole voting
and dispositive or investment power. Such person's percentage ownership has
been calculated assuming that all warrants or options held by such person
and that are exercisable within 60 days from September 15, 1997 have been
exercised, but that no other outstanding warrants or options have been
exercised. Also, the shares issuable upon exercise of options under the 1988
Plan, the 1992 Plan and the 1994 Plan described in the following notes, and
the respective exercise prices of such options, have been adjusted in
accordance with the terms of such plans as the result of a five percent
stock dividend paid on August 7, 1996 to holders of record of Common Stock
on July 26, 1996 (the "1996 Stock Dividend").
/2/ Includes the following options under the Stock Compensation Plan: (a)
options for 131,250 shares exercisable at any time through September 6, 2000
at the exercise price of $.71 per share; and (b) options for 52,500 shares
of common stock exercisable through September 6, 2001 at the exercise price
of $1.50 per share.
/3/ (a) Includes the following five-year options granted September 6, 1994
under the Stock Compensation Plan: J. William Brandner 102,900; Philip Howe
Hoard 58,800; and J. Melvin Stewart 86,100. Such options are exercisable at
any time prior to September 6, 1999 at the price of $.84 per share. (b)
Includes the following five-year options granted July 17, 1995 under the
1988 Stock Option Plan at the exercise price of $.66 per share: J. William
Brandner 68,853; and Philip Howe Hoard 34,426. (c) Includes the following
five-year options granted under the Stock Compensation Plan on September 1,
1995, at the exercise price of $.60 per share: J. William Brandner 57,147;
Philip Howe Hoard 28,574; and J. Melvin Stewart 115,500. (d) Includes five-
year options for 30,000 shares at the exercise price of $1.25 per share
granted on January 6, 1997 to Todd D. Thrasher under the Stock Compensation
Plan. The shares of Common Stock issuable upon exercise of the foregoing
options have been registered under the Securities Act. See "stock
compensation plan" and 1988 and 1992 stock option plans" below.
/4/ Includes the following awards of Common Stock under the Company's Senior
Management Incentive Plan: J. William Brandner, 5,678 shares; Philip Howe
Hoard 2,141 shares; and J. Melvin Stewart, 5,228 shares.
/5/ Includes the following options granted to Ithiel C. Clemmons and Otto J.
Nicols, who are not standing for re-election to the Board of Directors: (a)
with respect to Bishop Clemmons, 10-year options for 2,100 shares at the
exercise price of $1.01 per share granted June 17, 1996 and for 2,000 shares
at the exercise price of $2.39 per share granted June 16, 1997 under the
1992 Plan; and (b) with respect to Mr. Nicols, (i) five-year options granted
September 6, 1994 under the Stock Compensation Plan for 42,000 shares at the
exercise price of $.084 per share, (ii) five-year options granted July 17,
1995 under the 1988 Stock Option Plan for 43,033 shares at the exercise
price of $.66 per share, (iii) five-year options granted September 1, 1995
under the Stock Compensation Plan for 35,717 shares at the exercise price of
$.60 per share, and (iv) ten-year options for 2,000 shares at the exercise
price of $2.39 per share granted June 16, 1997 under the 1992 Plan to Mr.
Nicols as a non-employee Director.
7
/6/ Does not include 545,919 shares beneficially owned by Worrell. Mr.
Freakley and Mr. Smither are employees and executive officers of Worrell.
/7/ Includes: (a) 2,100 shares owned through an independent retirement account
for the benefit of Mr. Grant; and (b) 10-year options for 2,100 shares at
the exercise price of $1.01 per share granted June 17, 1996 and for 2,000
shares at the exercise price of $2.39 per share granted June 16, 1997 under
the 1992 Plan.
/8/ Includes: (a) with respect to Mr. Hoard, options under the 1992 Plan to
purchase up to 2,100 shares prior to November 4, 1997 at the exercise price
of $.48 per share, to purchase up to 2,100 shares prior to November 4, 1998
at the exercise price of $2.14 per share, and to purchase up to 2,100 shares
prior to January 13, 2000 at the exercise price of $.48 per share; and (b)
with respect to Mr. Stewart, options under the 1992 Plan to purchase up to
3,150 shares prior to August 24, 1999 at the exercise price of $1.06 per
share and to purchase up to 3,150 shares prior to January 13, 2000 at the
exercise price of $.48 per share. See "employment agreements." The exercise
prices of such options are equal to the fair market value of the Common
Stock on the respective grant dates.
/9/ Includes: (a) 250,000 shares issued to Worrell, and 157,500 shares issuable
upon exercise (at the conversion price of $4.76 per share) of conversion
rights under a convertible promissory note of the Company issued to Worrell,
in consideration of the Company's acquisition of Don Bell Industries; (b)
4,200 shares issuable upon exercise of 10-year options granted to Worrell on
June 17, 1996 under the 1992 Stock Option Plan, at the exercise price of
$1.01 per share; and (c) 4,000 shares issuable upon exercise of 10-year
options granted on June 16, 1997 to Worrell under the 1992 Plan at the
exercise price of $2.39 per share. Worrell will be represented on the Board
of Directors by Messrs. Freakley and Smither, if elected, who individually
do not beneficially own any shares of Common Stock.
/10/Does not include the following shares allocated to the following persons'
accounts under the Company's 401(k) plan as of the last quarterly allocation
reported by the plan administrator: Gary D. Bell 1,103; J. William Brandner
6,324; Philip Howe Hoard 3,787; and J. Melvin Stewart 5,353.
As of September 15, 1997, the Company did not know of any arrangement,
including any pledge by any person of securities of the Company, the operation
of which may result at a subsequent date in a change in control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ACQUISITION OF DON BELL INDUSTRIES
In September 1995, the Company purchased all of the outstanding capital
stock of Don Bell Industries, a commercial sign manufacturer located in Port
Orange, Florida, from Worrell and Mr. Gary D. Bell, and certain indebtedness of
Don Bell Industries to Worrell. Worrell received from the Company $300,000 in
cash, 250,000 newly issued shares of Common Stock, and the Company's 8%
Convertible Note due September 7, 2000 in the principal amount of $750,000 (the
"Worrell Note"). In exchange for his minority interest in Don Bell Industries,
Mr. Bell received $60,000 in cash and 25,000 newly issued shares of Common
Stock. The Worrell Note provides for the payment of interest, in
8
arrears, on the outstanding principal at the rate of 8% annually, on each March
15 and September 15 until the September 7, 2000 maturity date, with principal to
be paid in annual installments of $250,000 on each of September 7, 1998,
September 7, 1999 and September 7, 2000. The Worrell Note also provides for
prepayment at any time at the following redemption prices (expressed in
percentages of principal amount) plus accrued but unpaid interest to the date of
redemption:
Months After Date Redemption
of Issuance of Worrell Note Price
--------------------------- --------------
0 - 12 105.00
13 - 24 103.75
25 - 36 102.50
37 - 48 101.25
49 - 60 100.00
The Worrell Note is convertible in whole or in part into as many
unregistered shares of Common Stock as the principal amount of the note so
converted is a multiple of the $4.762 conversion price, in the manner and on the
other terms specified in the note.
Each of Worrell and Mr. Bell was also granted certain registration rights
with respect to the 250,000 shares issued to Worrell and the 25,000 shares
issued to Mr. Bell at the closing of the acquisition. These shares were
registered for resale under a Registration Statement on Form S-3 (Registration
No. 33-98964) which became effective under the Securities Act on December 1,
1995. Included in the same registration statement were 233,750 Series SD Common
Stock Purchase Warrants of the Company and the 233,750 shares of Common Stock
issuable upon exercise of the SD Warrants. On February 28, 1996, Worrell
purchased 68,750 of the warrants in privately negotiated transactions at the
cash price of $.25 per warrant, and on February 28, 1996 exercised all such SD
Warrants at the stated price of $.75 per share.
As the result of certain purchase price adjustment provisions contained in
the acquisition agreement, effective January 31, 1997 the Company issued to
Worrell an additional promissory note in the principal amount of $569,525.00 and
a promissory note to Gary Bell in the principal amount of $56,952.48, each
bearing interest at the rate of 8% annually, with interest payable in quarterly
installments and principal payable in three annual installments. On August 28,
1997, the Company paid in full and retired both of the foregoing notes with the
proceeds of a refinancing.
Following the Company's acquisition of Don Bell Industries, Don Bell
Industries and Mr. Bell entered into a new employment agreement to replace the
employment agreement in effect prior to the acquisition. The new agreement
provides that Mr. Bell will be employed for a term ending April 14, 1998,
subject to the right of Don Bell Industries to terminate Mr. Bell's employment
other than for cause upon the payment of certain severance compensation as
specified in the agreement. Mr. Bell is to receive an annual base salary in the
amount of $150,000, plus certain incentive compensation tied to the financial
9
performance of Don Bell Industries and the Company. The new agreement also
contains certain noncompetition and nondisclosure covenants of Mr. Bell. As
part of the new agreement, on September 7, 1995 the Company also entered into an
employee stock option agreement with Mr. Bell, pursuant to which he was granted
options for the purchase of 183,750 shares of Common Stock under the Stock
Compensation Plan. See Note 2 to "securities owned by principal shareholders
and management."
EXECUTIVE OFFICERS
The following table lists the Company's executive officers as of the date
of this Proxy Statement and includes certain other information concerning them.
NAME AGE POSITIONS WITH COMPANY
- ---------------------------- --- -------------------------------------
J. Melvin Stewart 78 Chairman of the Board
J. William Brandner 60 President and Chief Executive Officer
Philip Howe Hoard 63 Vice President and Secretary
Todd D. Thrasher 30 Vice President, Treasurer (Chief
Financial Officer) and Assistant Secretary
Executive officers hold office at the pleasure of the Board. For
other information concerning the Company's executive officers, including the
years in which they first became executive officers, reference should be made to
"business experience of nominees" above.
COMPENSATION OF CERTAIN EXECUTIVE OFFICERS
The following table sets forth certain information regarding
compensation paid or accrued by the Company to or for the account of J. William
Brandner, the Company's President and Chief Executive Officer, and J. Melvin
Stewart, Chairman of the Board, the only executive officers of the Company whose
salary and bonus for the 1997 Fiscal Year exceeded $100,000, for the Company's
fiscal years ended June 30, 1997, 1996 and 1995. The number of shares issuable
upon exercise of options and exercise prices reflected in such table and in the
following footnotes have been adjusted for the 1996 Stock Dividend.
10
SUMMARY COMPENSATION TABLE
NAME AND YEAR ANNUAL COMPENSATION LONG-TERM COMPENSATION ALL
PRINCIPAL POSITION OTHER
COM-
SALARY BONUS OTHER AWARDS PAYOUT PENSA-
($) ($) ANNUAL TION
COM- RESTRICTED OPTIONS LTIP ($)
PENSA- STOCK /SARS PAY-
TION AWARDS(S) (#) OUTS
($) ($) ($)
- -------------------- ---- ------- ------ -------- ----------- ---------- --------- --------
J. WILLIAM 1997 175,000 -0- 29,070/2/ -0- -0- -0- -0-
BRANDNER,
PRESIDENT AND 1996 171,686 -0- -0- -0- 126,000/3/ -0- -0-
CHIEF
EXECUTIVE OFFICER 1995 150,000 -0- -0- -0- 102,900/4/ -0- -0-
J. MELVIN STEWART, 1997 170,000 -0- 26,768/2/ -0- -0- -0- -0-
CHAIRMAN OF THE
BOARD 1996 167,088 -0- -0- -0- 115,500/3/ -0- -0-
1995 130,000 -0- -0- -0- 92,400/4/ -0- -0-
=====================================================================================================
_____________________________
/1/ Excludes (a) benefits generally available to all employees on a
nondiscriminatory basis and (b), except as described in Note (3) below, the
following (which did not exceed 10% of the total annual salary and bonus
earned by the named individuals for the 1997 Fiscal Year): (i) automobile
maintenance expenses paid to or on behalf of the named individual by the
Company; and (ii) the cost to the Company of personal use by the named
individuals of automobiles owned or leased by the Company.
/2/ Represents: (a) with respect to Mr. Brandner, an award under the Company's
Senior Management Incentive Plan of $14,535 cash and 5,678 shares of Common
Stock having a per share fair market value of $2.56 as of the June 30, 1997
effective award date; and (b) with respect to Mr. Stewart, an award under
the Senior Management Incentive Plan of $13,384 cash and 5,228 shares of
Common Stock having a per share fair market value of $2.56 on the June 30,
1997 effective award date.
/3/ Represents: (a) with respect to Mr. Brandner, 68,853 options granted under
the 1988 Stock Option Plan on July 17, 1995 and 57,147 options granted under
the Stock Compensation Plan on September 1, 1995; and (b) with respect to
Mr. Stewart, 115,000 options granted under the Stock Compensation Plan on
September 1, 1995. Such options are exercisable at any time within five
years following their respective grant dates at prices (adjusted for the
1996 Stock Dividend) equal to the per share fair market value of the Common
Stock on the respective grant dates.
/4/ Represents: (a) with respect to Mr. Brandner, 102,900 options granted under
the Stock Compensation Plan on September 6, 1994; and (b) with respect to
Mr. Stewart, 3,150 options granted under the 1992 Plan for each of the
calendar years 1994 and 1995 pursuant to Mr. Stewart's employment agreement,
and 86,100 options granted under the Stock Compensation Plan on September 6,
1994. All of such options are exercisable during the period five years
following the respective grant dates at prices (adjusted for the 1996 Stock
Dividend) equal to the per share fair market value of the Common Stock on
the respective dates of grant.
11
In August 1995, the Company adopted the La-Man Corporation Senior
Management Incentive Plan for executive officers. See "senior management
incentive plan" below. During the 1997 Fiscal Year, the only incentive
compensation plans in effect for executive officers were the 1988 Stock Option
Plan; the 1992 Stock Option Plan; and the Stock Compensation Plan, all of which
provide for grants of options and, in the case of the Stock Compensation Plan,
direct awards of Common Stock, to employees and consultants; and the Senior
Management Incentive Plan. All of such plans are described below.
AGGREGATED OPTION/SAR EXERCISES IN THE 1997 FISCAL YEAR
AND 1997 FISCAL YEAR-END OPTION/SAR VALUES
The following table sets forth certain information with respect to the
value as of the end of the 1997 Fiscal Year of options to purchase Common Stock
or stock appreciation rights (SARs") granted in prior years to the named
executive officers. No options or SARs were granted to such officers during the
1997 Fiscal Year.
NAME NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END AT FY-END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE
EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ------------------------------------ ----------- -------- ------------- -------------
J. WILLIAM BRANDNER, PRESIDENT AND -0- $0.00 228,900/0 $433,551/$0.00
CHIEF EXECUTIVE OFFICER
J. MELVIN STEWART, -0- $0.00 207,900/0 $398,223/$0.00
CHAIRMAN OF THE BOARD
==========================================================================================
EMPLOYMENT AGREEMENTS
Each of the Company's employment agreements with its executive officers
contains confidentiality and noncompetition provisions effective during the term
of the agreement and for a period following termination of employment. Certain
of the employment agreements also provide for indemnification of the executive
to the maximum extent permitted by Nevada law or the Bylaws, whichever is
greater, and for the payment by the Company of any expense of the executive
incurred in enforcement proceedings with respect to his employment agreement if
he is successful.
J. WILLIAM BRANDNER. The Company is party to an employment agreement dated
April 28, 1994, as amended August 31, 1995, with Mr. J. William Brandner, under
which Mr. Brandner serves as President and Chief Executive Officer of the
Company for a three-year term that commenced April 28, 1994 and which is
extended automatically for additional one-year periods thereafter unless the
Company or Mr. Brandner provides written notice to the contrary not less than
six months prior to the expiration of the initial three-year term or any
extension thereof. Mr. Brandner is to receive an annual base salary of not less
than $150,000 per year. Mr. Brandner currently receives $175,000 base salary per
year.
Mr. Brandner's agreement also provides for the payment by the Company to
Mr. Brandner of certain amounts as severance in the event the Company elects to
terminate the Employment Agreement
12
without cause. Should either the Board of Directors or the Chairman of the
Board deliver written notice of termination without "cause" (as defined in the
employment agreement) to Mr. Brandner, then his employment agreement will be
terminated effective not less than 60 days from the date of such notice and
after termination the Company will be required to pay Mr. Brandner an amount
equal to 200% of his base salary (defined as total annual cash salary excluding
bonuses) then in effect. Any such severance payments, less required
withholdings, are to be made in equal installments corresponding to what would
have been Mr. Brandner's regular pay dates and amounts. Simultaneously with the
execution and delivery of Mr. Brandner's agreement, the Board of Directors of
the Company appointed Mr. Brandner to serve as a Director, and also elected Mr.
Brandner to serve as President and Chief Executive Officer of the Company.
J. MELVIN STEWART. Stewart Corporation, an indirect wholly-owned subsidiary
of the Company, is party to an employment agreement effective August 1993 with
Mr. Stewart, under which he is to serve as President of each of, and to devote
substantially all of his time to the business and affairs of, Stewart
Corporation and Stewart Industries. Mr. Stewart receives a base salary of
$170,000 per year over the balance of a five-year term that commenced in January
1994 and which is subject to automatic renewals for successive two-year terms
thereafter unless either party provides written notice to the contrary not less
than 30 days prior to the expiration of the initial or any renewal term.
Mr. Stewart's employment agreement permits the Company to terminate his
status as an officer and convert him to a consultant of the Company for a three-
year period. In such status, Mr. Stewart would be required to work only 750
hours per year and would be entitled to 50 percent of his base salary. The
agreement also allows Mr. Stewart to convert to semi-retired status for a period
of three years and in such status to work part-time for the Company (1,200 hours
per year) for compensation equal to 75% of his base salary for the first two
years and 50% of his base salary for the remaining year.
PHILIP HOWE HOARD. Effective July 26, 1993, the Company entered into an
employment agreement with Philip Howe Hoard for a five-year term that ends July
26, 1998 and is renewable for two-year periods unless terminated by Mr. Hoard or
the Company. Mr. Hoard is employed at a base salary of $95,100 per year. Mr.
Hoard may be awarded additional salary increases and bonuses at the discretion
of the Board of Directors. In addition, Mr. Hoard's employment agreement
provides for death benefits equal to twelve monthly payments of base salary
under the employment agreement and disability benefits equal to the full
compensation payable under the employment agreement for the remainder of its
term.
Mr. Hoard's employment agreement permits the Company to terminate his
status as an officer and convert him to a consultant of the Company for a one-
year period. In such status, Mr. Hoard would be required to work only 750 hours
per year and would be entitled to 50% of his base salary.
1995 AMENDMENTS TO EMPLOYMENT AGREEMENTS. Effective August 31, 1995, each
of Messrs. Brandner, Stewart and Hoard entered into amendments to their
employment agreements with the Company. Under the amended employment agreements,
each of such executive officers is to participate in the Senior Management
Incentive Plan, described below. The amendments also provide that in the event
of a "Change of Control" (as defined below), their respective terms of
employment will be automatically renewed for three-year terms, they will be
entitled to severance in the event of termination of their employment other than
for cause, and they will have certain demand and piggyback registration rights
with respect to shares of Common Stock owned by them.
13
Under the above employment agreements, as amended, a "Change of Control" is
defined as having occurred when: (a) any one person, or any persons acting
together which would constitute a "group" for purposes of Section 13(d) of the
Securities Exchange Act of 1934 (a "Group"), consummates a tender offer, a plan
of open-market purchases or an exchange offer for shares of Common Stock, or
consummates a proxy solicitation, which, in the judgment of a majority of the
members of the Board of Directors of the Company, is reasonably likely to permit
such person or Group to obtain control of a sufficient number of voting
securities of the Company to elect a majority of the members of the Board of
Directors of the Company; or (b) there occurs, within any period of 12
consecutive months other than as the result of proxies solicited by, or votes
cast by, management of the Company, (i) a change in 35% of the persons who, as
of August 31, 1995, constituted the Board of Directors of the Company other than
as the result of resignations or (ii) an increase of 25% or more in the number
of members of the Board of Directors.
SENIOR MANAGEMENT INCENTIVE PLAN
In August 1995, the Board of Directors approved the La-Man Corporation
Senior Management Incentive Plan (the "Incentive Plan") for the purpose of (i)
strengthening the commonality of interests between management and shareholders,
(ii) linking effectively executive motivation and compensation with the
Company's performance, (iii) providing incentives and rewards for key
executives, (iv) offering a comprehensive and competitive total compensation
program, and (v) attracting and retaining executives of high caliber and
ability.
The Incentive Plan calls for the establishment annually of an incentive
pool to be distributed if two out of the following three corporate goals are
achieved: (1) consolidated operating income increases a minimum of 15% over the
prior fiscal year; (2) earnings per share increases by a minimum of 15% over the
prior fiscal year; and (3) the quoted closing price per share of the Common
Stock at fiscal year-end is 115% or more than the quoted closing price at the
end of the previous fiscal year. The criteria for establishing the amount of the
incentive pool will be determined by the Board at the beginning of each year.
Each participant will have specific individual goals based on his direct
responsibility and his contributions to the attainment of the corporate goals.
These objectives will be established at the beginning of each fiscal period by
the Chairman of the Board and the President and will be communicated to the
participants as the basis for making awards. Awards are to be paid one-third in
cash, one-third in newly issued shares of Common Stock and one-third as an
adjustment of base salary.
Each of the employment agreements of Messrs. Brandner, Stewart and Hoard
provides that he is to participate in the Incentive Plan, and such persons are
the only executive officers designated as participants in the Incentive Plan for
the current fiscal year.
The following awards were made under the Incentive Plan for the 1997 Fiscal
Year: J. William Brandner received an award comprised of $14,535 cash and 5,678
shares of Common Stock; J. Melvin Stewart received an award comprised of cash in
the amount of $13,384 and 5,228 shares of Common Stock; and Philip Howe Hoard
received an award of cash in the amount of $5,480 and 2,141 shares of Common
Stock.
14
Shares of Common Stock included in the above awards were issued under the
Stock Compensation Plan. The number of shares issued was calculated on the basis
of the $2.56 per share average of the high and low trade prices for the Common
Stock on June 30, 1997. As part of such awards, the foregoing persons also
received certain increases in their base salary effective July 1, 1997.
STOCK COMPENSATION PLAN
The 1994 Plan provides for the issuance of up to 2,310,000 shares of Common
Stock, either directly or upon exercise of options, pursuant to grants of awards
to certain employees, officers, Directors, consultants and other persons
providing bona fide consulting and other services to the Company.
Under the terms of the 1994 Plan, the Board of Directors or the
Compensation Committee, as the case may be, is responsible for administration of
the plan and the granting of awards thereunder, as well as the authority and
discretion to interpret the plan, to prescribe, amend and rescind rules and
regulations relating to the plan, and to make all other determinations necessary
or advisable in administering the plan. Awards may be granted only to Eligible
Participants (defined as any person, firm or other entity that renders bona fide
consulting or other services to the Company, including without limitation
employees of the Company and its subsidiaries, officers and non-employee
Directors of the Company and its subsidiaries, and independent consultants;
provided, however that persons providing services to the Company or any of its
subsidiaries in connection with the offer or sale of securities in a capital-
raising transaction are prohibited from participating in the plan).
Shares of Common Stock issued directly as stock awards are required to be
measured by "fair market value" on the appropriate date for valuing the stock
award and calculated by the weighted average of the high and low bid prices of
the common stock as reported in The Wall Street Journal for the 10 trading days
(which need not be consecutive) on which share price information for the Common
Stock is reported in The Wall Street Journal immediately preceding the eighth
trading day prior to the date of the award, provided that none of the such 10
trading days is more than 45 days prior to the date of the award. "Weighted
average" means weighted by the total volume of shares traded on each of the
applicable 10 trading days. If sufficient per share price quotations are not
available from The Wall Street Journal, then fair market value shall be
reasonably determined by the Board of Directors or the Compensation Committee in
its sole discretion.
The terms of options granted as awards under the 1994 Plan, including
without limitation the exercise price and the duration for which such options
are exercisable, and such other terms and conditions as the Board or the
Compensation Committee may from time to time prescribe, are solely within the
discretion of the Board or the Compensation Committee; provided, however, that
the term of exercise of any options granted as awards under the 1994 Plan may
not be more than five years following the date of grant and the per share
exercise price may not be less than the per share par value of the Company's
Common Stock on the date of grant.
The Board of Directors or the Compensation Committee has the authority to
suspend or terminate the 1994 Plan at any time or from time to time, but no such
action shall adversely effect the rights of any person granted an award under
the plan prior to the date of such suspension or termination.
15
As of September 15, 1997, the following options were outstanding under the
Stock Compensation Plan:
(a) options for the purchase of a total of 324,450 shares granted to:
Messrs. J. William Brandner (102,900); Philip Howe Hoard (58,800); Otto J.
Nicols (42,000), a Director and former officer and employee; J. Melvin Stewart
(86,100); and Max D. Tavernier (34,650), a former director and employee. Such
options are exercisable for a period of five years from September 6, 1994 at the
exercise price of $.84 per share;
(b) options for the purchase of a total of 260,750 shares granted to
Messrs. Brandner (57,147), Hoard (28,574), Nicols (35,717), Stewart (115,500)
and Tavernier (23,812). Such options are exercisable for a period of five years
after September 1, 1995 at the exercise price of $.60 per share;
(c) options for the purchase of a total of 131,250 shares exercisable
for period of five years after September 7, 1995 at the exercise price of $.71
per share, and options for a total of 52,500 shares exercisable for a period of
five years after September 7, 1996 at the exercise price of $1.50 per share,
granted to Gary D. Bell, President of Don Bell Industries, Inc., a subsidiary of
the Company, and a Director of the Company since October 31, 1995; and
(d) options for the purchase of a total of 283,250 shares of Common
Stock granted to 14 employees of the Company or its subsidiaries, one of whom
(Todd D. Thrasher) is an officer of the Company. Options for 173,250 of such
shares are exercisable for a period of five years after the grant date at the
exercise price of $.53 per share. Options for 110,000 of such shares are
exercisable for a period of five years after the grant date at the exercise
price of $1.25 per share.
As of September 15, 1997, 426,467 shares of Common Stock had been issued as
direct awards or upon exercise of options under the 1994 Plan.
The shares of Common Stock issuable under the Stock Compensation Plan are
registered under the Securities Act pursuant to: (a) the Company's Registration
Statement on Form S-8 filed with the Commission April 20, 1994 (Registration No.
33-77924) (575,000 shares); and (b) the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on July 8, 1994
(Registration No. 33-81348), as amended by Post-Effective Amendment No. 1
thereto filed with the Commission on January 26, 1996 and Post-Effective
Amendment No. 2 thereto filed with the Commission on July 31, 1997 (1,735,000
shares).
1988 AND 1992 STOCK OPTION PLANS
The Company's 1988 Plan provides for the granting of options to certain
officers and employees of the Company to purchase an aggregate of not more than
175,000 shares of Common Stock. The Plan is designed to qualify as an "incentive
stock option plan" under the Internal Revenue Code (the "Code"). As of September
15, 1997, all 175,000 options were outstanding under the 1988 Plan, held as
follows: J. William Brandner, 68,853 options; Philip H. Hoard, 34,426 options
and Otto J. Nicols, 43,033 options. As required under the terms of the 1988
Plan, the exercise price of all such options is equal to the fair market value
of the Common Stock ($.66 per share, as adjusted for the 1996 Stock Dividend) on
the July 17, 1995 date of grant, and such options expire five years following
such grant date. The 43,033 options held by Mr. Nicols, a former officer and
director are non-qualified stock options.
16
The 1992 Plan provides for the granting of options to officers, Directors,
employees and consultants to purchase not more than an aggregate of 603,750
shares of Common Stock. Because the 1992 Plan did not receive shareholder
approval within 12 months of adoption by the Company's Board of Directors, all
options granted under the 1992 Plan are required to be treated as non-qualified
options. As of July 31, 1997, a total of 37,300 options granted under the 1992
Stock Option Plan were outstanding. The 1992 Plan includes a formula provision
under which options to purchase 2,000 shares of Common Stock in June of each
year are to be granted to each non-employee Director.
Effective October 31, 1995, the Board of Directors formed a Compensation
Committee required to be comprised of four non-employee Directors and delegated
to the Compensation Committee the authority to administer the 1988 Plan and the
1992 Plan.
Pursuant to both the 1988 Plan and the 1992 Plan (collectively, the "Stock
Option Plans"), the Board of Directors or the Compensation Committee determines,
subject to the provisions of the respective Stock Option Plan, the persons to
whom options are granted, the number of shares of common stock subject to
option, the period during which the options may be exercised and the terms and
provisions of each option. The Stock Option Plans place restrictions on the
grant of options to persons who are, at the time of the grant, members of any
such plan committee and on the grant of options to employee-Directors. No option
may be granted more than ten years after the effective date of the respective
plan or exercised more than ten years after the date of grant (five years if the
optionee owns more than 10% of the voting stock of the Company). Additionally,
with respect to incentive (or "qualified") options under the 1988 Plan, the
option price may not be less than 100% of the fair market value of the Common
Stock on the date of the grant (110% if the optionee owns more than 10% of the
outstanding voting stock of the Company). Ordinarily under the 1988 Plan,
optionees must remain continuously in the service of the Company for 18 months
before the right to exercise an incentive option vests; under the 1992 Plan, the
Board of Directors or plan committee determines, in each individual case,
whether to apply such requirements or any similar requirement. Subject to
certain limited exceptions, options may not be exercised unless, at the time of
exercise, the optionee is in the service of the Company. The 1992 Stock Option
Plan was amended subsequent to its adoption to provide that no options may be
granted thereunder at an exercise price less than 85% of the fair market value
per share of the Common Stock on the date of grant.
As of September 15, 1997, a total of 37,300 options had been granted under
the 1992 Plan and were outstanding as follows:
(a) options to purchase up to 3,150 shares prior to November 4, 1997
at the exercise price of $.48 per share, and options to purchase up to 3,150
shares prior to November 4, 1998 at the exercise price of $2.14 per share,
granted to Richard W. Coffman, a former director and executive officer of the
Company;
(b) options to purchase up to 2,100 shares prior to November 4, 1997
at the exercise price of $.48 per share, options to purchase up to 2,100 shares
prior to November 4, 1998 at the exercise price of $2.14 per share, and options
to purchase up to 2,100 shares prior to January 13, 2000 at the exercise price
of $.48 per share, granted to Philip Howe Hoard;
17
(c) options to purchase up to 3,150 shares prior to August 24, 1999 at
the exercise price of $1.06 per share and options to purchase up to 3,150 shares
prior to January 13, 2000 at the exercise price of $.48 per share, granted to J.
Melvin Stewart;
(d) options to purchase up to 2,100 shares prior to June 17, 2006 at
the exercise price of $1.01 per share and options to purchase up to 2,000 shares
prior to June 16, 2007 at the exercise price of $2.39 per share, granted to each
of Ithiel C. Clemmons and Thomas N. Grant as non-employee Directors;
(e) options to purchase up to 2,000 shares prior to June 16, 2007 at
the exercise price of $2.39 per share, granted to Otto J. Nicols as a non-
employee Director; and
(f) options to purchase up to 4,200 shares prior to June 17, 2006 at
the exercise price of $1.01 per share and options to purchase up to 4,000 shares
prior to June 16, 2007 at the exercise price of $2.39 per share, granted to
Worrell Enterprises, Inc. in consideration of the services of Messrs. Edwin M.
Freakley and Robert M. Smither, Jr. as non-employee Directors of the Company.
SECTION 16(A) COMPLIANCE
To the Company's knowledge, all directors, officers and beneficial owners
of more than 10% of the Company's outstanding Common Stock timely filed all
reports required to be filed by them pursuant to Section 16(a) of the Securities
Exchange Act of 1934, except Ithiel C. Clemmons, who failed to file a Form 4
Statement of Changes in Beneficial Ownership with respect to certain options
granted to him under the 1992 Plan as a non-employee Director on June 17, 1997
for the purchase of 2,000 shares of Common Stock.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected BDO Seidman, LLP ("BDO") as the
Company's independent public accounting firm for the fiscal year ending June 30,
1998. BDO has acted for the Company in such capacity since June 30, 1993. The
Board of Directors proposes that the shareholders ratify such selection at the
Annual Meeting. If the shareholders do not ratify the selection of BDO, the
selection of independent auditors will be reconsidered by the Board of
Directors.
Representatives of BDO are expected to be present at the Annual Meeting
and will be afforded the opportunity to make a statement if they desire and will
be available to respond to appropriate questions.
18
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF BDO SEIDMAN, LLP
OTHER MATTERS
The Board of Directors knows of no other matters to come before the
Annual Meeting. Should any unanticipated business properly come before the
Annual Meeting, the persons named in the enclosed form of proxy will vote in
accordance with their best judgement.
SHAREHOLDER PROPOSALS FOR
1998 ANNUAL MEETING
Shareholder proposals intended to be presented at the Company's 1988
Annual Meeting of Shareholders must be received by the President of the Company
for possible inclusion in the Company's notice of and proxy statement for such
1998 meeting on or before June 2, 1998. Shareholder proposals must be made in
compliance with applicable legal requirements promulgated by the Securities and
Exchange Commission and be furnished to the President of the Company by
certified mail, return receipt requested.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following information filed with the Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") is incorporated by
reference herein: the Company's Annual Report on Form 10-KSB for the 1997 Fiscal
Year.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act after the date of this Proxy Statement and prior to
the date of the Annual Meeting shall be deemed to be incorporated herein by
reference. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement. Any statement contained herein shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document which is or is deemed to be incorporated by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Proxy Statement.
The Company undertakes to provide without charge to any person to whom
this Proxy Statement is delivered upon written or oral request, by first class
mail within one business day of receipt of such request, a copy of any or all of
the documents incorporated herein by reference (other than exhibits to the
information that is incorporated herein by reference, unless such exhibits are
specifically incorporated by reference to the information that this Proxy
Statement incorporates). Such requests should be directed
19
to the Treasurer, La-Man Corporation, 5029 Edgewater Drive, Orlando, Florida
32810 (telephone: 407-521-7477).
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by the use of the mails,
proxies may also be solicited by the Company and its Directors, officers and
management-level employees (who will receive no compensation therefor in
addition to their regular salaries and fees) by telephone, telegram, facsimile
transmission and other electronic communications methods or personal interview.
The Company has retained Morrow & Co. ("Morrow") to assist in the solicitation
of proxies. Pursuant to the Company's agreement with Morrow, Morrow will
provide various proxy solicitation services for the Company at an estimated cost
of $3,500 plus reasonable out-of-pocket expenses and indemnification against
certain liabilities. The Company also will reimburse banks and brokers who hold
shares in their name or custody, or in the name of nominees for others, for
their out-of-pocket expenses incurred in forwarding proxy materials to those
persons for whom they hold such shares. All costs of such solicitation will be
borne by the Company
YOU ARE URGED TO SIGN AND RETURN YOUR PROXY PROMPTLY TO ENSURE THAT YOUR SHARES
WILL BE VOTED AT THE 1997 ANNUAL MEETING. FOR YOUR CONVENIENCE, A RETURN
ENVELOPE IS ENCLOSED.
By Order of the Board of Directors,
J. WILLIAM BRANDNER
September 30, 1997 President and Chief Executive Officer
20
PROXY
LA-MAN CORPORATION
5029 Edgewater Drive Orlando, Florida 32810
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Philip H. Hoard and Gary D. Bell, and each
of them, as proxies each with power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated hereon, all the shares
of common stock of La-Man Corporation held of record by the undersigned on
September 15,1997 at the Annual Shareholders Meeting to be held on October 30,
1997 at 10:00 a.m., or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS
The following proposals are being submitted to the Shareholders:
A). Election of ten Directors of the Company:
1. Gary D. Bell 4. Edwin M. Freakley 8. William A. Retz
2. R. Van Bogan 5. Thomas N. Grant 9. Robert M. Smither, Jr.
3. J. William Brandner 6. Philip H. Hoard 10. J. Melvin Stewart
7. Lester Jacobs
B). Ratification of appointment of BDO Seidman LLP as independent auditors.
VOTE AND SIGN ON THE REVERSE SIDE
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1 AND 2.
To vote your shares for all Director nominees, mark the "for" box. To withhold
voting for all nominees, mark the "withhold" box. If you do not wish your shares
voted "for" a particular nominee follow the instructions below:
VOTE ON PROPOSALS:
A For Withhold All -------------------------------------
1. Directors [ ] [ ] To withhold authority to vote for
any individual nominee write number(s)
2. Ratification of appointment A For Withhold All of nominee from reverse side.
of BDO Seidman LLP as [ ] [ ]
independent auditors PLEASE DATE THIS PROXY AND SIGN EXACTLY
AS POSSIBLE IN THE POSTPAID ENVELOPE
PROVIDED.
X
--------------------------------------
Date: , 1997
| | --------------------------------------
| Mailing Label |
______________________________________________ PLEASE RETURN THIS PROXY AS PROMPTLY
AS POSSIBLE IN THE POSTPAID ENVELOPE
PROVIDED