SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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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)
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Firetector Inc.
262 Duffy Avenue
Hicksville, New York 11801
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 April 20, 1999 at 11:00 a.m.
At the meeting you will be asked to consider and vote upon (a)
the election of five (5) Directors to Firetector's Board of Directors; (b) an
amendment to the Company's Certificate of Incorporation to reduce the number of
authorized shares of Common Stock from 25,000,000 to 10,000,000; (c) the
appointment of Moore Stephens, P.C. as Firetector's Auditors for the fiscal year
ending September 30, 1999; 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.
262 Duffy Avenue
Hicksville, New York 11801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 20, 1999
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 April 20, 1999 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 five (5) 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 reduce the number of authorized shares of Common
Stock from 25,000,000 to 10,000,000
(3) To consider and vote upon a proposal to ratify the
selection of Moore Stephens, P.C. as Firetector's independent auditors for the
fiscal year ending September 30, 1999;
(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 March 16, 1999 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.
March 19, 1999
Hicksville, 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 APRIL 20, 1999
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 262 Duffy
Avenue, Hicksville, New York 11801. This proxy statement and the accompanying
proxy are being sent to stockholders on or about March 19, 1999. 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 March 16, 1999 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 1,571,097 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.
1
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Five (5) 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 six meetings of the Board of Directors of the during the
fiscal year ended September 30, 1998 of the Company (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 39 Chairman, Chief October 1990
Executive Officer,
General Counsel and
Director, Audit
Committee
Joseph Vitale 52 President, Chief May 1994
Operating Officer
and Director
John A. Poserina 58 Secretary, Treasurer, January 1997
Vice President, Chief
Financial Officer,
and Director
Dennis P. McConnell 45 Director, Audit January 1997
Committee
Henry Schnurbach 46 Director, Audit October 1988
Committee
The Company's Bylaws allow the Board to fix the number of Board members
between one and seven. The number has been fixed, at present, at five, but the
Board can increase the number to seven at anytime without stockholder approval.
2
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 a Vice President of Mirtronics and Executive Vice President of
Forum Financial Corporation, a Toronto based merchant banking organization
controlled by a Director of Mirtronics. Since November 1992, Mr. Tamkin has been
a director of Unicap Commercial Corporation, an Ontario corporation which is
registered under the Securities Exchange Act of 1934 (the "Exchange Act"). 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 since
1982. Mr. Vitale has been President of Casey Systems Inc. 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 Exchange Act. Mr.
Poserina holds a Bachelor of Science 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,
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 traded on the
Toronto Stock Exchange, and the holding company of CPC.
There are no family relationships between any Director or Executive Officer
of Firetector and any other Director or Executive Officer of Firetector.
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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 16, 1999 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 16, 1999
Number of Shares Percent of Shares
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Mirtronics Inc.(1) 993,211 46.6%
Genterra Capital Corporation(2) 166,667 7.8%
Daniel S. Tamkin (3) 122,733 7.8%
Joseph Vitale (4, 5) 12,125 nil
Henry Schnurbach (2, 5) 3,667 nil
John A. Poserina (4, 5) 9,167 nil
Dennis P. McConnell (5, 6) 1,667 nil
All Executive Officers and
Directors as a Group (5 Persons) 149,359 7.0%
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(1) Includes 310,000 shares of Common Stock issuable upon conversion of
debt owed to Mirtronics and convertible into shares of Common Stock. See
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS". Address is 106 Avenue Road,
Toronto, Ontario.
(2) Includes 133,333 shares of Common Stock issuable upon exercise of
presently exercisable options. Address is 106 Avenue Road, Toronto, Ontario.
(3) Includes 5,833 shares of Common Stock issuable upon exercise of presently
exercisable options and 96,900 options on shares held by Mirtronics. Address is
96 Spring Street, New York, NY.
(4) Address is 262 Duffy Avenue, Hicksville, NY.
(5) Issuable upon exercise of presently exercisable options.
(6) Address is 96 Spring Street, New York, NY.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In consideration of collateral support for a previous credit facility
for the Company and various loans over several years, the Company had granted to
Mirtronics options to purchase the Company's Common Stock. Mirtronics had the
right to acquire up to an aggregate of 613,333 shares of common stock at an
exercise price of $.90 per share, a portion of which were held for the benefit
of the Company's Chairman. These options were to expire on December 31, 1998. In
addition, the Company had previously entered into a Debt/Equity Agreement with
Mirtronics, that provided for the retirement of debt and the issuance to
Mirtronics of 225,000 shares of Preferred Stock, which could also be converted
into 450,000 shares of common stock (675,000 and 1,350,000 respectively, before
giving effect to a one for three reverse split in September 1998).
In February 1998, the Company and Mirtronics reached an agreement to
reorganize the options, convertible debt and preferred stock held by Mirtronics
so as to reduce the potential dilution of these securities by 366,667 shares of
common stock. Under this agreement, Firetector redeemed the $675,000 of
Convertible Preferred Stock and $170,000 of convertible debt for an aggregate
price of $845,000. These securities were convertible into 563,333 shares of
common stock. In satisfaction thereof, Firetector issued a $620,000 Convertible
Note with interest at 10% (payable upon demand and convertible into 413,333
shares of common stock at a conversion price of $1.50 per share until December
31, 2002), and a $225,000 Note (without a convertible feature), with interest at
10%, payable upon demand. The foregoing notes are limited as to repayment based
upon covenant requirements and borrowing availability under the terms of the
Company's Credit Facility. Also in connection with this reorganization,
Mirtronics exercised 613,333 options for common stock for an aggregate
consideration of $552,000 and Firetector simultaneously repurchased and retired
216,667 of the newly issued shares for $552,000.
In September 1998, the Company entered into a Debt Matching Agreement
with Mirtronics whereby an aggregate of $508,619 due by Mirtronics to Firetector
was applied to reduce the notes payable and interest due by Firetector to
Mirtronics. As a consequence of this debt matching agreement, the $225,000
Non-Convertible note with interest of $13,870 was satisfied in full and the
$620,000 Convertible Note with interest of $38,219 was reduced to a new balance
of $392,973. In addition, the right to convert this note into 413,333 shares of
common stock was surrendered in consideration for a new warrant to purchase
310,000 shares of common stock (the "1998 warrants"). These 1998 warrants are
exercisable at anytime until December 31, 2003 at an exercise price of $1.02 per
share.
In consideration of collateral support for the Company's Credit
Facility in 1994, the Company granted Genterra Capital Corporation, an Ontario
Corporation, ("GCC", formerly known as First Corporate Capital Inc.) options for
166,667 unregistered shares of the Company's common stock at $.90 per share
through December 31, 1999. In July 1996, GCC exercised 33,334 of these options
at $.90 per share. An officer of GCC is also a director of Mirtronics.
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
5
certain systems marketed and serviced by Casey. In fiscal year ended September
30, 1998, Casey paid $86,108 pursuant to the terms of the agreement.
Management believes each of the foregoing transactions was entered into on
terms at least as favorable as could be obtained from unrelated parties
negotiating at arms-length.
Daniel S. Tamkin, Chairman, Chief Executive Officer and General Counsel of
Firetector, is also an officer of Mirtronics, Firetector's largest stockholder.
Mr. Schnurbach, a Director of the Company, is a Director of Mirtronics.
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 39 Chairman, Chief October 1990
Executive Officer,
General Counsel and
Director
Joseph Vitale 52 President, Chief May 1994
Operating Officer
and Director
John A. Poserina 58 Secretary, Treasurer, January 1997
Vice President, Chief
Financial Officer,
and Director
Mr. Tamkin biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
Mr. Vitale biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
Mr. Poserina biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
6
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, 1998, 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 $100,000.
LONG
ANNUAL COMPENSATION TERM COMPENSATION
All Other
Year Salary ($) Bonus($) Other($) Option/SAR Compensation
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Daniel S. Tamkin
1998 $70,000 -- 6,600
1997 $65,000 -- 6,300 (1) --
1996 $69,000 -- -- --
Joseph Vitale
1998 $98,000 - 6,200 --
1997 $90,000 15,000 6,000 (2) --
John A. Poserina
1998 $113,000 - 6,600 --
1997 $ 92,000 15,000 6,300 (3) --
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(1) Options to purchase 1,667 shares of Common Stock, at a price of $1.00 per
share, were issued to Mr. Tamkin in August, 1997.
(2) Options to purchase 4,167 shares of Common Stock, at a price of $1.00 per
share, were issued to Mr. Vitale in August, 1997, and options to purchase 3,792
shares of Common Stock, at a price of $1.00 per share, were issued to him in
1996.
(3) Options to purchase 9,167 shares of Common Stock, at a price of $1.00 per
share, were issued to Mr. Poserina in 1997.
The above stock option information reflects the effect of a one for three (1:3)
reverse split of the Common Stock effected in September 1998 and the repricing
of the exercise price to $1.00 per share.
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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 based on a determination of the Board of Directors.
During fiscal 1997, the Board of Directors approved a payment totaling $22,500
for participants of the union and non-union 401(k) plans. There was no payment
approved for these plans for fiscal 1998.
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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.
The Company currently has issued and outstanding options to purchase
72,958 shares of Common Stock at an exercise price of $1.00 per share, to
certain of its officers, Directors and employees. See "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT".
PROPOSAL NO. 2
APPROVAL OF AMENDMENT OF CERTIFICATE OF INCORPORATION
TO EFFECT A REDUCTION OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors of the Company has unanimously approved, and is
hereby soliciting stockholder approval of, an amendment to the Company's
Certificate of Incorporation (the "Amendment"), effecting a reduction in the
number of authorized shares of Common Stock (the "Reduction").
The Certificate of Incorporation of the Company, as amended to date,
provides for 25,000,000 authorized shares of Common Stock, par value $.001 per
share; 1,571,097 of which were issued and outstanding as of the Record Date, and
2,000,000 shares of Preferred Stock, par value $.01, of which none were issued
and outstanding as of the Record Date. The Amendment would reduce the number of
authorized shares of Common Stock to 10,000,000 which will reduce the Company's
Delaware franchise taxes.
In order to effect the Reduction, the stockholders are being asked to
approve the Amendment. The Board of Directors of the Company believes that the
Reduction is in the best interests of the Company and has approved the
Reduction. The Board of Directors of the Company reserves the right,
notwithstanding stockholder approval and without further action by the
stockholders, to decide not to proceed with the Reduction if at any time prior
to its effectiveness it determines, in its sole discretion, that the Reduction
is no longer in the best interests of the Company and its stockholders.
8
The Board of Directors may make any and all changes to the Amendment
that it deems necessary in order to file the Amendment with the Delaware
Secretary of State and give effect to the Reduction.
NO DISSENTERS' RIGHTS
Dissenting stockholders have no appraisal rights under Delaware law or
under the Company's Certificate of Incorporation or Bylaws in connection with
the Reduction.
The Board of Directors of Firetector recommends a vote FOR the
amendment to the Company's Certificate of Incorporation.
PROPOSAL NO. 3
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors of Firetector selected Moore Stephens, P.C. as
auditors for the fiscal year ending September 30, 1999, subject to stockholder
approval by ratification. Moore Stephens has been since September 1995, the
independent auditors for Firetector. A representative of Moore Stephens 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 Moore Stephens for the fiscal year ending September 30, 1999.
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 2000 Annual Meeting of Firetector Stockholders must be
received by the close of business on December 21, 1999 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., 262 Duffy Avenue, Hicksville, New York 11801.
9
SHARES FIRETECTOR INC. PROXY NO.
262 Duffy Avenue, Hicksville, New York 11801
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 March 16, 1999 at the annual meeting of
stockholders of Firetector to be held on April 20, 1999 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 1998 and of the Notice of Annual Meeting of Stockholders and attached
Proxy Statement dated March 19, 1999.
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 , 1999
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.
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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
2. To ratify the Amendment of the Certificate of Incorporation to reduce
the number of authorized shares of Common Stock.
For o Against o Abstain o
3. To ratify the appointment of Moore Stephens, P. C. as independent
public accountants for Firetector for the fiscal year ending September 30,
1999.
For o Against o Abstain o