SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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 Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Firetector Inc. (File No. 0-17580)
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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)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules
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Firetector Inc.
209 Lafayette Drive
Syosset, New York 11791
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of the Stockholders
of Firetector Inc., a Delaware corporation ("Firetector" or the "Company") to be
held at the offices of Dolgenos Newman & Cronin LLP, 96 Spring Street, 8th
Floor, New York, New York 10012, on May 22, 2002 at 11:00 a.m.
At the meeting you will be asked to consider and vote upon (a) the election
of seven (7) Directors to Firetector's Board of Directors; (b) an amendment to
the Company's Certificate of Incorporation to change Firetector's name to
SYNERGX SYSTEMS INC.; (c) the appointment of Marcum & Kliegman LLP as
Firetector's Auditors for the fiscal year ending September 30, 2002; and (d) any
other business that properly comes before the meeting or any adjournments or
postponements thereof.
Your vote is important. We urge you to complete, sign, date and return the
enclosed proxy card promptly in the accompanying prepaid envelope. You may, of
course, attend the Meeting and vote in person, even if you have previously
returned your proxy card.
Sincerely yours,
Joseph Vitale,
President and Chief
Operating Officer
Firetector Inc.
209 Lafayette Drive
Syosset, New York 11791
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on May 22, 2002
To the Stockholders of
Firetector Inc.
Notice is hereby given that the Annual Meeting of Stockholders of
Firetector Inc., a Delaware corporation ("Firetector" or the "Company") will be
held at 11:00 a.m., local time, on May 22, 2002 at the offices of Dolgenos
Newman & Cronin LLP, 96 Spring Street, 8th Floor, New York, New York, for the
following purposes:
(1) To consider and vote upon the election of the Board of Directors
consisting of seven (7) persons to serve until the next annual meeting of the
stockholders;
(2) To consider and vote upon an amendment to the Company's Certificate of
Incorporation to change Firetector's name to SYNERGX SYSTEMS INC. or such other
name as approved at the meeting
(3) To consider and vote upon a proposal to ratify the selection of Marcum
& Kliegman LLP as Firetector's independent auditors for the fiscal year ending
September 30, 2002;
(4) To conduct such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
Only record holders of Common Stock at the close of business on April 22,
2002 are entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof.
To ensure that your vote will be counted, please complete, sign, date and
return the Proxy in the enclosed prepaid envelope whether or not you plan to
attend the Annual Meeting. You may revoke your proxy by notifying the secretary
of the company in writing at any time before it has been voted at the Annual
Meeting.
By Order of the Board of Directors
John A. Poserina
Secretary, Firetector Inc.
April 22, 2002
Syosset, New York
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD PROMPTLY WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING.
FIRETECTOR INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD May 22, 2002
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FIRETECTOR INC.
If properly signed and returned and not revoked, the proxy will be voted in
accordance with the instructions it contains. The persons named in the
accompanying proxy will vote the proxy for the Board of Director's slate of
directors and for the other matters listed on the proxy as recommended by the
Board of Directors unless contrary instructions are given. At any time before it
is voted, each proxy granted may be revoked by the stockholder by a later dated
proxy, by written revocation addressed to the Secretary of Firetector Inc. at
the address below or by voting by ballot at the Annual Meeting.
The Company's principal executive offices are located at 209 Lafayette
Drive, Syosset, New York 11791. This proxy statement and the accompanying proxy
are being sent to stockholders on or about April 22, 2002. ANY PROXY MAY BE
REVOKED IN PERSON AT THE ANNUAL MEETING, BY SUBMITTING A PROXY DATED LATER THAN
THE PROXY TO BE REVOKED OR BY NOTIFYING THE SECRETARY OF THE COMPANY IN WRITING
AT ANY TIME PRIOR TO THE TIME THE PROXY IS VOTED.
VOTING SECURITIES
The Board has fixed the close of business on April 22, 2002 as the record
date (the "Record Date") for determination of stockholders entitled to receive
notice of and to vote at the Annual Meeting or any adjournment thereof. Only
stockholders of record at the close of business on the Record Date will be
entitled to notice of and to vote at the Annual Meeting. At the close of
business on the Record Date, the Company had outstanding 1,704,425 shares of
Common Stock. The Common Stock is entitled to vote on the election of members of
the Board of Directors, the amendment to the Certificate of Incorporation,
ratification of the appointment of independent auditors and other business as
may properly come before the meeting or any adjournment thereof. The holders of
a majority of the Common Stock constitute a quorum for those portions of the
Annual Meeting where action is required of holders of Common Stock.
ACTION TO BE TAKEN UNDER PROXY
All proxies for holders of Common Stock in the accompanying form that are
properly executed and returned will be voted at the Annual Meeting and any
adjournments thereof in accordance with any specifications thereon or, if no
specifications are made, will be voted for the election of the five nominees
described herein, for the amendment to the Certificate of Incorporation and for
ratification of the appointment of independent auditors.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Seven (7) directors will be elected to hold office duly until the next
Annual Meeting of Stockholders and until their successors have been elected and
duly qualified. The persons named on the accompanying proxy will vote all shares
for which they have received proxies for the election of the nominees named
below unless contrary instructions are given. In the event that any nominee
should become unavailable, shares will be voted for a substitute nominee unless
the number of directors constituting a full board is reduced. Directors are
elected by plurality vote.
There were three meetings of the Board of Directors of the Company during
the fiscal year ended September 30, 2001 (actions were taken by unanimous
consent). All directors attended 75% or more meetings of the Board of Directors.
Directors are not compensated for their service.
NOMINEES
The name, age and position with the Company of each nominee for director of
the Company is listed below, followed by summaries of the background and
principal occupations.
DATE SERVICE
NAME AGE OFFICE COMMENCED
Daniel S. Tamkin 42 Chairman, Chief October 1990
Executive Officer,
General Counsel,
Director, and
Audit Committee
Joseph Vitale 55 President, Chief May 1994
Operating Officer
and Director
John A. Poserina 61 Treasurer, Vice January 1997
President, Chief
Financial Officer,
Secretary and
Director
Dennis P. McConnell 48 Director and January 1997
Audit Committee
Henry Schnurbach 50 Director and October 1988
Audit Committee
J. Ian Dalrymple 50 Director
Mark I. Litwin 39 Director
The Company's Bylaws allow the Board to fix the number of Board members
between one and seven. The number has been increased, as of February 19, 2002,
to seven.
Information Concerning Current Directors and Nominees for Director
Mr. Tamkin has a J.D. degree from New York University School of Law and an
A.B. degree from Columbia University. Mr. Tamkin has been Chief Executive
Officer since March 15, 1996, prior to which Mr. Tamkin was Vice President and
General Counsel of the Company from October 1990. Also since October 1990, Mr.
Tamkin has been Executive Vice President of Forum Financial Corporation, a
Toronto based merchant banking organization. Since November 1998, Mr. Tamkin has
been a Director and Chief Operating Officer of Ntex Incorporated, a manufacturer
of textile products. Mr. Tamkin is presently Counsel to Dolgenos Newman & Cronin
LLP, counsel to the Company.
Mr. Vitale has been President of the Company since March 15, 1996. Mr.
Vitale has been active in the fire/communications industry with Casey Systems
Inc. since 1982. Mr. Vitale has been President of Casey since 1993 and has held
the positions of Director of Engineering, Vice President - Engineering and
Executive Vice President. Mr. Vitale holds a Bachelor of Science degree in
Engineering from C.W. Post College and a Master of Science degree in Electrical
Engineering from New York University.
Mr. Poserina joined the Company as Treasurer, Vice President, Chief
Financial Officer and Director as of January 1, 1997. From December 1995 until
he joined the Company, Mr. Poserina was an independent financial consultant.
Also, from July 1996 to September 1996, Mr. Poserina was Chief Financial Officer
of Happiness Express Inc. Mr. Poserina was Chief Financial Officer of Dorne and
Margolin Inc. from November 1994 to December 1995. Prior to that, Mr. Poserina
spent 15 years as Vice President, Treasurer and Chief Financial Officer of
Chryon Corporation, a NYSE listed company registered under the under the
Securities Exchange Act of 1934 (the "Exchange Act"). Mr. Poserina holds a
Bachelor of Science degree in accounting from the University of Rhode Island and
is a Certified Public Accountant.
Mr. McConnell is a partner in the firm of Dolgenos Newman & Cronin LLP,
counsel to the Company. Prior to being associated with Dolgenos Newman & Cronin
LLP, he was associated with Varet & Fink P.C. from 1989 to March 1993. Mr.
McConnell holds a J.D. degree from New York Law School.
Mr. Schnurbach has a Bachelor of Commerce degree from Sir George Williams
University and is a Certified Management Accountant in Ontario. Since October
1991, Mr. Schnurbach has been Chief Executive Officer of Cantar/Polyair
Corporation ("CPC"). Since February 1996, Mr. Schnurbach has also served as
President of Polyair Inter Pack Inc., an Ontario corporation registered under
the Exchange Act and traded on the Toronto and American Stock Exchanges, and the
holding company of CPC.
Mr. Dalrymple has a Bachelor of Commerce degree and a Masters of Arts in
Economics from the University of Toronto. Since 1990, Mr. Dalrymple has been a
director of Nigel Stephens Counsel Inc., an Ontario corporation, which provides
investment and portfolio management services; NSC Holdings Inc., an Ontario
corporation which provides investment research and client administrative
services; and Fordal Holdings Inc., an Ontario corporation which provides
trading, settlement and related services to portfolio management firms. Mr.
Dalrymple is also a director of Cornerstone 52 Foundation, a charitable
foundation with focus on children's charities. In addition, Mr. Dalrymple has
been, since 1993, a director of Nafund Inc., an Ontario corporation originating
merchant banking investments and advisory services.
Mr. Litwin has a B.A. and an M.B.A. from York University in Toronto,
Canada. Since 1990, Mr. Litwin has been the President, Chief Executive Officer
and a director of Mirtronics Inc. an Ontario corporation which is registered
under the Exchange Act. Mirtronics is the largest stockholder of Firetector.
There are no family relationships between any Director or Executive Officer
of Firetector and any other Director or Executive Officer of Firetector.
Directors hold office for a period of one year from the Annual Meeting of
Stockholders at which they are elected or until their successors are duly
elected and qualified. Officers are appointed by the Board of Directors and hold
office at the will of the Board. There is no nominating or compensation
committee of the Board of Directors nor is there any committee performing
similar functions. Messrs. Tamkin, Schnurbach and McConnell comprise the audit
committee of the Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Registrant is not aware of any Section 16(a) filing deficiences. In
making these statements, the Company has relied on the written representations
of its directors and officers and copies of the reports that they and 10%
holders have filed with the Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's outstanding Common Stock at
March 1, 2002 of (i) each beneficial owner of more than five percent of the
Common Stock, (ii) each of the Company's Directors, and (iii) all Officers and
Directors of the Company as a group.
Common Stock Beneficially Owned At March 1, 2002
Number of Shares Percent of Shares
--------------------------------------
Mirtronics Inc.(1) 896,311 44.5%
Genterra Capital Corporation (7) 152,167 8.9%
Daniel S. Tamkin (2) 127,733 7.5%
Joseph Vitale (3, 4) 17,125 nil
Henry Schnurbach (4) 5,167 nil
John A. Poserina (3, 5) 17,167 nil
Dennis P. McConnell (4, 6) 4,167 nil
Mark Litwin (8) 1,048,478 52.0%
J. Ian Dalyrmple (9) 0 nil
All Executive Officers, Nominees and
Directors as a Group (7 Persons) 1,219,832 59.0%
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(1) Includes 310,000 shares of Common Stock issuable upon exercise of warrants.
See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS". Address is 106 Avenue
Road, Toronto, Ontario.
(2) Includes 10,833 shares of Common Stock issuable upon exercise of options
granted by the Company. Address is 96 Spring Street, New York, NY.
(3) Address is 209 Lafayette Drive, Syosset, NY 11791.
(4) Issuable upon exercise of options granted by the Company.
(5) Includes 9,667 shares of Common Stock issuable upon exercise of options
granted by the Company.
(6) Address is 96 Spring Street, New York, NY.
(7) Address is 106 Avenue Road, Toronto, Ontario.
(8) By virtue of his position as an officer and/or director of such entities,
Mr. Litwin may be considered the beneficial owner of shares owned by
Mirtronics Inc. and Genterra Capital Corporation. Mr. Litwin expressly
disclaims such beneficial ownership. Address is 106 Avenue Road, Toronto,
Ontario.
(9) Address is 1200 Sheppard Avenue East, Willowdale, Ontario.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1985, Casey entered into a royalty agreement with Joseph Vitale, prior
to his becoming the President and Chief Operating Officer of the Company. The
agreement pays Mr. Vitale a royalty on certain systems marketed and serviced by
Casey. In fiscal year ended September 30, 2001, Casey paid $76,352 pursuant to
the terms of the agreement.
Management believes the foregoing transaction was entered into on terms at
least as favorable as could be obtained from unrelated parties negotiating at
arms-length.
Mark Litwin, a nominee for director, is also an officer and director of
Mirtronics, Firetector's largest stockholder.
MANAGEMENT
The following table sets forth certain information with respect to the
Executive Officers of the Company:
DATE SERVICE
NAME AGE OFFICE COMMENCED
Daniel S. Tamkin 42 Chairman, Chief October 1990
Executive Officer,
General Counsel,
Director, and
Audit Committee
Joseph Vitale 55 President, Chief May 1994
Operating Officer
and Director
John A. Poserina 61 Treasurer, Vice January 1997
President, Chief
Financial Officer,
Secretary and
Director
Mr. Tamkin's biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
Mr. Vitale's biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
Mr. Poserina's biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation paid or accrued by the Company for services rendered to it for each
of the three fiscal years ended September 30, 2001, as to Daniel S. Tamkin, the
Company's present Chief Executive Officer, Joseph Vitale, the Company's
President and Chief Operating Officer, and John A. Poserina, the Company's Chief
Financial Officer and Secretary; none of the Company's other Executive Officers
had aggregate remuneration in excess of $100,000.
SUMMARY COMPENSATION TABLE
LONG
ANNUAL COMPENSATION TERM COMPENSATION
All Other
Year Salary ($) Bonus($) Other($) Option/SAR Compensation
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Daniel S. Tamkin
2001 $87,000 $20,000 $5,600 (1) --
2000 74,000 20,000 5,600 --
1999 73,500 10,000 6,600 (2) --
Joseph Vitale
2001 $130,000 $30,000 $6,000 (3) --
2000 113,000 30,000 6,000 --
1999 105,000 15,000 6,200 (4) --
John A. Poserina
2001 $141,000 $30,000 $5,600 --
2000 124,000 30,000 5,600 --
1999 115,000 15,000 6,600 (5) --
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(1) Options to purchase 4,167 shares of Common Stock, at a price of $1.03 per
share were issued to Mr. Tamkin in December, 2000.
(2) Options to purchase 5,000 shares of Common Stock, at a price of $1.125 per
share were issued to Mr. Tamkin in April, 1999.
(3) Options to purchase 7,959 shares of Common Stock, at a price of $1.03 per
share were issued to Mr. Vitale in December, 2000.
(4) Options to purchase 5,000 shares of Common Stock, at a price of $1.125 per
share were issued to Mr. Vitale in April, 1999.
(5) Options to purchase 5,000 shares of Common Stock, at a price of $1.125 per
share were issued to Mr. Poserina in April, 1999.
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The following table details, as of September 30, 2001, the value of
unexercised in-the-money options held by Daniel S. Tamkin, Joseph Vitale and
John A. Poserina:
Number of Securities Value of Unexercised
Underlying Unexercised Options In-The-Money Options (1)
Exercisable Unexercisable Exercisable Unexercisable
---------- ------------ ----------- ------------
Daniel S. Tamkin 7,500 3,333 $1,317 $1,192
Joseph Vitale 12,533 4,592 5,425 1,760
John A. Poserina 5,733 3,933 2,445 1,474
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(1) Net value, calculated as the difference between the exercise price and the
market price reported for September 28, 2001.
In December 1995, the Board of Directors voted to institute a 401(k) plan
for nonunion employees to be effective January 1, 1996. The plan includes a
profit sharing provision at the discretion of the Board of Directors. In 2001
and 2000, the Board of Directors approved a payment totaling $44,000 for
participants of the non-union and union 401(k) plans.
Directors do not receive any compensation for their service. Out-of-pocket
expenses for travel, meals and miscellaneous expenses incurred in the course of
the Director's activities on behalf of the Company are reimbursed at cost.
On April 30, 1997, the Company and its shareholders adopted a nonqualified
stock option plan ("1997 Plan"), which expires September 30, 2002, except as to
options then outstanding under the 1997 Plan. Under the 1997 Plan, the Board of
Directors may grant options to eligible employees at exercise prices not less
than 100% of the fair market value of the common shares at the time the option
is granted. The number of shares of Common Stock that may be issued shall not
exceed an aggregate of up to 10% of its issued and outstanding shares from time
to time. Options vest at a rate of 20% per year commencing one year after date
of grant. Issuances under the 1997 Plan are to be reduced by options outstanding
under a 1990 nonqualified stock option plan (replaced by the 1997 Plan).
Effective September 30, 1998, all outstanding employee stock options were reset
to an exercise price of $1.00 per share.
On December 29, 2000, options on 43,375 shares of Common Stock were
extended for five more years and the option price was reset from $1.00 to $1.03
per share.
The Company currently has issued and outstanding options to purchase
107,958 shares of its Common Stock, at various exercise prices ranging between
$1.00 and $1.125 per share, to certain of its officers, Directors and employees.
See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
AUDIT COMMITTEE
The Corporation has established a three-member audit committee within the
Board of Directors which currently consists of Messrs. Daniel S. Tamkin, Dennis
P. McConnell and Henry Schnurbach.
The Board of Directors has determined that each of Messrs. McConnell and
Schnurbach is an "independent director," as such term is defined by Rule
4200(a)(15) of the National Association of Securities Dealers' listing
standards.
The audit committee has reviewed and discussed the Corporation's audited
financial statements with management.
The audit committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61 (SAS 61),
"Communication with Audit Committees," as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants.
The audit committee has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board No. 1,
"Independence Discussions with Audit Committees," as amended, and has discussed
with the independent accountant the independent accountant's independence.
The Board has considered whether the provision of non-audit services is
compatible with maintaining the external accountant's independence. After
discussing this matter among themselves, with management, and with the
independent auditors, the Board believes that the provision of the specified
non-audit services is compatible with maintaining the external auditor's
independence.
Based on the review and discussions referred to above, the audit committee
has recommended to the Board of Directors that the audited financial statements
be included in the Corporation's Annual Report on Form 10-KSB for the last
fiscal year.
The following table summarizes fees for professional services rendered by
the principal accountant for the most recent fiscal year:
Audit Fees.................................................. $51,500
Financial Information System Design and Implementation
Fees...................................................... 0
All Other Fees.............................................. 22,000
PROPOSAL NUMBER 2:
AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION, AS
AMENDED, TO CHANGE FIRETECTOR'S NAME TO "SYNERGX SYSTEMS INC."
On February 19, 2002, the Board of Directors of the Company approved,
subject to stockholder approval, the adoption of an amendment to the Company's
Restated Certificate of Incorporation, as amended, (the "Restated Certificate"),
to change the name of the Company from "Firetector Inc." to "Synergx Systems
Inc. " (the "Name Change"). After this Name Change is effective, Article FIRST
of the Restated Certificate will read in its entirety as follows:
"FIRST: The name of the Corporation is Synergx Systems Inc."
A form of Certificate of Amendment to the Restated Certificate is included in
Appendix A attached hereto.
The Company believes the proposed Name Change will better reflect our
current business. While fire alarm/life safety is still an important and growing
part of our business, we are a diversified technology company and systems
integrator. Moreover, to help the performance of our stock long-term and to
improve return on equity, we are looking at other investments, and channels both
in and out of the communication sectors that could provide synergies with our
assets, channels of distribution, employees and managers. The Company believes
that the name "Synergx" better reflects our expanded business model.
The Name Change will not affect the validity of currently outstanding stock
certificates. Our current stockholders will not be required to surrender or
exchange any stock certificates that they now hold and should not send such
certificates to us or to our transfer agent for exchange. Instead, when
certificates are presented for transfer, new certificates bearing the new name
will be issued.
The Company plans to effect the Name Change as soon as possible after the
approval of stockholders by filing a Certificate of Amendment to the Restated
Certificate with the Secretary of State of the State of Delaware in compliance
with Delaware law.
The affirmative vote of the holders of a majority of the Shares as of the
record date is required for the approval of the Name Change. Abstentions and
broker non-votes will have the same effect as a vote against the proposal.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NUMBER 2 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND THE STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" THE APPROVAL AND
RATIFICATION THEREOF.
PROPOSAL NO. 3
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors of Firetector selected Marcum & Kliegman LLP as
auditors for the fiscal year ending September 30, 2002, subject to stockholder
approval by ratification. Marcum & Kliegman has been since Fiscal 2000, the
independent auditors for Firetector. A representative of Marcum & Kliegman is
expected to be present at the Annual Meeting, at which time he or she will be
afforded an opportunity to make a statement, and will be available to respond to
questions.
The Board of Directors of Firetector may, in its discretion, direct
appointment of new independent auditors at any time during the fiscal year if
the Board believes such change would be in the best interests of Firetector and
its stockholders. No such change is anticipated.
The Board of Directors of Firetector recommends a vote FOR the ratification
of Marcum & Kliegman for the fiscal year ending September 30, 2002.
OTHER BUSINESS
The proxy confers discretionary authority on the proxies with respect to
any other business which may come before the Annual Meeting. The Board of
Directors of Firetector knows of no other matters to be presented at the Annual
Meeting. The persons named in the proxy will vote the shares for which they hold
proxies according to their best judgment if any matters not included in this
Proxy properly come before the meeting, unless the contrary is indicated.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be included in the proxy statement and form of
proxy relating to the 2003 Annual Meeting of Firetector Stockholders must be
received by the close of business on December 18, 2002 and must comply in all
other respects with the rules and regulations of the Securities and Exchange
Commission. Proposals should be addressed to: Corporate Secretary, Firetector
Inc., 209 Lafayette Drive, Syosset, NY 11791
APPENDIX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FIRETECTOR INC. (the "Corporation"), a corporation organized and existing
under and by virtue of the Delaware General Corporation Law, DOES HEREBY
CERTIFY:
FIRST: The name of the Corporation is Firetector Inc.
SECOND: The first paragraph of Article FIRST of the Certificate of
Incorporation of the Corporation is hereby amended in its entirety to read as
follows:
" FIRST: The name of the Corporation is Synergx Inc."
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly authorized officers this _____ day of May, 2002
FIRETECTOR INC.
a Delaware corporation
By: _____________________________________
Joseph Vitale, President
SHARES FIRETECTOR INC. PROXY NO.
209 Lafayette Drive, Syosset, New York 11791
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel S. Tamkin and Dennis P. McConnell as
Proxies, each with the power to appoint his substitute and hereby authorizes
them to represent and to vote, as designated below and on the reverse hereof,
all shares of common stock of Firetector Inc. ("Firetector") held of record by
the undersigned on April 22, 2002 at the annual meeting of stockholders of
Firetector to be held on May 22, 2002 or any adjournments thereof. The
undersigned hereby revokes any proxies heretofore given to vote said shares.
The undersigned hereby acknowledges receipt of Firetector's Annual Report
for 2001 and of the Notice of Annual Meeting of Stockholders and attached Proxy
Statement dated April 22, 2002.
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.
Please sign exactly as your name appears to the left hereof.
When signing as corporate officer, partner, attorney,
administrator, trustee or guardian, please give your full
title as such.
Dated , 2002
Authorized Signature
Title
Please mark boxes on reverse hereof in blue or black ink. Please date,
sign and return this Proxy Card promptly using the enclosed envelope.
- - ------------------------------------------------------------------------------
1. Election of Directors. For all nominees o Withhold Authority o
listed below (except as to vote for all nominees
marked to the contrary listed below
below)
(Instruction: To withhold authority to vote for any individual nominee strike a
line through the nominee's name below.)
Daniel S. Tamkin Dennis P. McConnell Henry Schnurbach Joseph Vitale
John A. Poserina Mark I. Litwin J. Ian Dalrymple
2. To ratify the Amendment of the Certificate of Incorporation to change
Firetector's name to SYNERGX SYSTEMS INC.
For o Against o Abstain o
3. To ratify the appointment of Marcum & Kliegman LLP as independent public
accountants for Firetector for the fiscal year ending September 30, 2002.
For o Against o Abstain o