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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</Table>
TRANSTECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
2
[TRANSTECHNOLOGY LOGO]
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 13, 2001
To the Stockholders of
TransTechnology Corporation:
The Annual Meeting of Stockholders (the "Meeting") of TransTechnology
Corporation (the "Company") will be held at 10:00 a.m., local time, on Thursday,
September 13, 2001 at The Olde Mill Inn, 225 Route 202, Basking Ridge, New
Jersey, to consider and act upon the following matters:
1. To elect ten directors of the Company;
2. To approve the Company's Amended and Restated 1998 Non-Employee
Directors' Stock Option Plan; and
3. To transact such other business as may properly come before the
Meeting.
Only the stockholders of record at the close of business on August 10, 2001 will
be entitled to notice of and to vote at the Meeting or any adjournment or
adjournments thereof. A copy of the Company's Annual Report on Form 10-K,
including financial statements for the fiscal year ended March 31, 2001, has
been previously mailed to stockholders.
Whether or not you expect to attend the Meeting, you are urged to sign, date and
return the enclosed proxy in the prepaid envelope provided. All shares
represented by the enclosed proxy, if the proxy is properly executed and
returned, will be voted as you direct. Your proxy will not be used if you attend
the Meeting and vote in person.
By Order of the Board of Directors
/S/ GERALD C. HARVEY
GERALD C. HARVEY
Vice President, Secretary and General
Counsel
Liberty Corner, New Jersey
August 20, 2001
3
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[TRANSTECHNOLOGY LOGO] 150 Allen Road, Liberty Corner, New Jersey 07938
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement (first mailed to shareholders on or about August 20, 2001)
is furnished in connection with the solicitation of proxies by the Board of
Directors (the "Board") of TransTechnology Corporation (the "Company") for use
at the Annual Meeting of Stockholders of the Company (the "Meeting") to be held
on Thursday, September 13, 2001 at 10:00 a.m., local time, at The Olde Mill Inn,
225 Route 202, Basking Ridge, New Jersey and any adjournment or adjournments
thereof. All proxies which are properly completed, signed and returned to the
Company prior to the Meeting will be voted as provided therein. Any proxy given
by a shareholder may be revoked at any time before it is exercised by filing an
instrument revoking it with the Secretary of the Company, by submitting to the
Company a duly executed proxy bearing a later date, or by voting in person at
the Meeting.
The only voting securities of the Company consist of its common stock, $0.01 par
value per share (the "Common Stock"). The close of business on August 10, 2001
has been fixed as the record date for the determination of holders of shares of
Common Stock entitled to vote at the Meeting, and any adjournments thereof. As
of that date, the Company had 6,176,926 shares of Common Stock outstanding. The
holders of shares of Common Stock on the record date are entitled to vote at the
Meeting.
The holders of record of a majority of the outstanding shares of Common Stock
will constitute a quorum for the transaction of business at the Meeting. As to
all matters to be considered at the Meeting and any adjournments thereof, each
stockholder is entitled to one vote for each share of Common Stock he or she
holds. The director nominees who receive the greatest number of votes at the
Meeting will be elected to the Board of Directors of the Company. Votes against
a candidate have no legal effect. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulations of the votes
cast on proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
Stockholders are not entitled to cumulate votes. Approval of the Amended and
Restated 1998 Non-Employee Directors' Stock Option Plan described herein
requires the affirmative vote of a majority of the shares of Common Stock
present or represented by proxy and entitled to vote at the Meeting.
The cost of preparing, assembling, printing and mailing this Proxy Statement and
the accompanying form of proxy, and the cost of soliciting proxies relating to
the Meeting will be paid by the Company. The original solicitation of proxies by
mail may be supplemented by telephone,
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telegram and personal solicitation. The Company has engaged D.F. King & Co.,
Inc. to assist in the solicitation of proxies. It is expected that such firm
will be paid approximately $3,500 for such services and will be indemnified for
matters arising out of this engagement including liabilities arising under
securities laws. In addition, the Company may request banks and brokers to
solicit their customers who beneficially own Common Stock listed of record in
names of nominees, and will reimburse such banks and brokers for their
reasonable out-of-pocket expenses of such solicitation.
For purposes of this Proxy Statement, the fiscal year ended March 31, 2001 shall
be referred to as the fiscal year of 2001 or fiscal 2001.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Board of Directors of the Company is elected annually. The Certificate of
Incorporation and Bylaws of the Company provide that the number of directors of
the Company shall be not less than five nor more than fifteen, with the exact
number to be fixed by the Bylaws. The Bylaws have been amended by the Board of
Directors to provide that, effective on June 4, 2001, the exact number of
directors is fixed at ten. Unless otherwise instructed, the proxies received
will be voted for the election of the nominees named below. Each of the
incumbent directors, other than Ms. Jan Naylor Cope who was appointed to the
Board of Directors in June 2001, was elected as a director of the Company at the
last annual meeting of stockholders of the Company held in July 2000. Although
it is not anticipated that any of the nominees will be unable to serve, in the
event any nominee is unable or declines to serve as a director at the time of
the Meeting, the proxy holders will vote for substitute nominees at their
discretion.
No arrangement or understanding exists between any nominee and any other person
or persons pursuant to which any nominee was or is to be selected as a director
or nominee. None of the nominees has any family relationship among themselves or
with any executive officer of the Company.
INFORMATION CONCERNING INCUMBENT DIRECTORS AND NOMINEES TO THE BOARD OF
DIRECTORS
Set out below is information about each nominee for election as a director. The
information was obtained from the Company's records or from information
furnished directly by the individual.
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<Table>
<Caption>
POSITION WITH DIRECTOR
NAME THE COMPANY AGE SINCE
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Daniel H. Abramowitz Director 36 2000
Gideon Argov Director 44 1995
Walter Belleville Director 74 1992
Michael J. Berthelot Chairman of the Board of Directors, President and 51 1991
Chief Executive Officer
Thomas V. Chema Director 54 1992
Jan Naylor Cope Director 45 2001
John H. Dalton Director 59 1999
Michel Glouchevitch Director 47 1996
James A. Lawrence Director 48 1992
William J. Recker Director 58 1997
- -----------------------------------------------------------------------------------------------
</Table>
MR. ABRAMOWITZ has been President of Hillson Financial Management Inc., a
private investment management company, since its formation in 1990.
MR. ARGOV has been a Special Limited Partner at Parthenon Capital since 2001. He
was Chairman, President and Chief Executive Officer of Kollmorgen Corporation, a
company which manufactures high performance electronic motion control components
and systems, from 1991 to 2000.
MR. BELLEVILLE has been the Chairman of ATI Machinery, Inc., the largest
Caterpillar tractor rental and leasing company in the western United States,
since 1983, and was Chief Executive Officer and Chairman of ATI Machinery, Inc.
from 1983 to 1998. Additionally, since 1985 he has been Chairman of the Board of
Sav-Trac of Arizona, Inc., a heavy equipment repair facility.
MR. BERTHELOT has been the Company's Chairman of the Board of Directors,
President and Chief Executive Officer since 1998. He served in the same
positions from 1992 to 1995. He served as Chairman and Chief Executive Officer
from 1995 to 1998.
MR. CHEMA has been a partner specializing in energy and telecommunications
consulting, in the Cleveland, Ohio law firm of Arter & Hadden since 1989. From
1990 to 1996, he served as Chairman of the Ohio Building Authority, an
independent state agency that is responsible for financing and operating state
office buildings and other facilities for the State of Ohio. Mr. Chema is
President of Gateway Consultants, Inc., a firm he founded in 1995 to provide
consulting services relative to the financing and development of public assembly
facilities such as ballparks, stadiums, and arenas.
MS. NAYLOR COPE has been the President and founder of the J. Naylor Cope
Company, a nationally recognized executive search firm since 1994. Prior to
founding the J. Naylor Cope Company, Ms. Naylor Cope served as Deputy Director
of Presidential Personnel in the White House under President George H.W. Bush.
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MR. DALTON has been the President of IPG Photonics, a company that designs,
develops and manufactures a range of advanced amplifiers and lasers for the
telecom and industrial markets since 2001. He was appointed Secretary of the
Navy by President Clinton in 1993 and served in that capacity until 1998. He was
Chairman and CEO of Metal Technology from 1999 to 2000. He serves on the Board
of Directors of Fresh Del Monte Produce Inc., Niagara Mohawk Holdings and
Metastorm, Inc.
MR. GLOUCHEVITCH is a General Partner of Westar Capital, a private equity firm
investing in middle market manufacturing and service businesses. From 1991
through 2000 he was Managing Director of Triumph Capital Group, Inc., a manager
of institutional funds making private equity investments in middle market
companies.
MR. LAWRENCE has been Executive Vice President and Chief Financial Officer of
General Mills since 1998. From 1996 to 1998 he served as Executive Vice
President and Chief Financial Officer of Northwest Airlines, Inc. From 1993 to
1996, he served as President and Chief Executive Officer, Asia/Middle
East/Africa of the Pepsi-Cola Company.
MR. RECKER has been Chairman of the Board of Gretag Imaging Holding AG since
1998 and was President and CEO of Gretag Imaging Group, Inc., a publicly traded
Swiss company serving the photofinishing and imaging industry from 1990 to 1998.
He serves on the Board of Gretag-Macbeth [Holding] AG, a Swiss public company
producing products for color control and confirmation in the graphic arts,
textile and coatings industry.
THE BOARD OF DIRECTORS
MEETINGS AND REMUNERATION
During the fiscal year ended March 31, 2001, the Board of Directors held nine
meetings. Messrs. Argov, Lawrence and Recker each attended less than 75% of the
aggregate of (i) the total number of meetings held by the Board of Directors
during fiscal 2001 (held during the period for which he has been a director) and
(ii) the total number of meetings held by all committees of the Board of
Directors on which he served during that period.
The Company pays its non-employee directors a $5,000 annual retainer and $2,500
for each Board of Directors meeting attended. Meeting fees are also paid for
attendance via conference telephone if such meetings last longer than thirty
minutes. Directors are paid their $5,000 annual retainer in Company Common Stock
rather than cash. In addition, each non-employee director is granted a Stock
Option to purchase the same number of shares that he or she owned on (a) the
date that is sixty days after his election to the Board if that date occurs
after September 11, 1994, or (b) on September 12, 1994 if the director had
served on the Board prior to that date. In addition, non-employee directors are
entitled to receive a matching option for each share of the Company's Common
Stock that they purchase on the open market, with the strike price of the option
being the purchase price of the share, up to a maximum of 5,000 options in any
twelve month period or 15,000 options over a three year period, pursuant to the
requirements of the Amended and Restated 1998 Non-Employee Directors Stock
Option Plan. In addition, the Company reimburses its directors for expenses
incurred on behalf of the Company. Non-employee directors are also paid a
retainer (in
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Common Stock) for serving on committees and fees (in cash) for attending
committee meetings. Annual retainers for the Chairmen of the Audit Committee and
of the Compensation and Incentives Committee are $4,200 and $3,000 for other
members. Attendance at meetings of these committees is compensated at $800 per
meeting. The Chairman of the Nominating Committee receives a $3,700 annual
retainer while the other committee members receive $2,500. Attendance at
Nominating Committee meetings is compensated at $900 per meeting.
COMMITTEES
The Board of Directors has a standing Audit Committee, Nominating Committee, and
Incentives and Compensation Committee.
The Audit Committee reviews with the Company's independent auditing firm the
results of the firm's annual examination, advises the full Board regarding its
findings and provides assistance to the full Board in matters involving
financial statements and financial controls. The Audit Committee is comprised of
Board members who are not officers, employees or affiliates of the Company or
its subsidiaries and operates under the Charter attached hereto as Annex A. The
Audit Committee, which consists of Messrs. Argov, Lawrence and Recker, held four
meetings during fiscal 2001. Mr. Belleville served on the Audit Committee until
July 2000.
The Nominating Committee establishes the criteria for, and reviews the
qualifications of individuals for, nomination to the Board of Directors and to
committees of the Board. In addition, the Nominating Committee presents
recommendations for replacement directors when vacancies occur on the Board or
committees thereof. The Nominating Committee may consider nominees recommended
by stockholders in writing to the Secretary of the Company. This committee,
which consists of Messrs. Berthelot, Dalton and Glouchevitch, held one meeting
during fiscal 2001. Mr. Chema served on the Nominating Committee until July
2000.
The Incentives and Compensation Committee reviews management's proposals and
makes recommendations to the full Board for compensation and incentives for key
employees and officers of the Company. This committee is comprised solely of
directors who are not employees of the Company or its subsidiaries and who are
not eligible to receive cash bonuses or any other type of incentive
compensation. The Incentives and Compensation Committee, which consists of
Messrs. Belleville, Chema and Dalton held two meetings during fiscal 2001. Mr.
Lawrence served on the Incentive and Compensation Committee until July 2000.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed with the Company's management and
the Company's independent auditors the audited financial statements of the
Company contained in the Company's Annual Report to Shareholders for the year
ended March 31, 2001. The Audit Committee has also discussed with Deloitte &
Touche LLP, the matters required to be discussed pursuant to SAS 61
(Codification of Statements on Auditing Standards, Communication with Audit
Committees).
The Audit Committee has received and reviewed the written disclosures and the
letter from the Company's independent auditors required by Independence
Standards Board Standard No. 1 (titled, "Independence Discussions with Audit
Committees"), has discussed
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with the Company's independent auditors such independent auditors' independence,
and considered the compatibility of non-audit services with the auditors'
independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2001, filed with the U.S. Securities and Exchange Commission.
GIDEON ARGOV
JAMES LAWRENCE
WILLIAM RECKER
The following fees were billed by Deloitte & Touche LLP for services rendered by
it during fiscal 2001:
Audit Fees: $636,000
Financial Information Systems Design and Implementation: $0
All Other (Non-Audit Fees): $558,500
SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS, NOMINEES FOR
DIRECTOR AND EXECUTIVE OFFICERS
The following table sets out certain information regarding the beneficial
ownership of the Common Stock as of June 30, 2001 (except as referenced in the
footnotes) by (i) each person who is known by the Company to be the beneficial
owner of 5% or more of the Common Stock, (ii) each director and nominee for
director of the Company, individually, (iii) the Chief Executive Officer of the
Company, (iv) each of the other four most highly compensated executive officers
of the Company whose compensation exceeded $100,000 in fiscal 2001, and (v) all
directors and executive officers as a group:
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<Table>
<Caption>
NUMBER OF
SHARES OF PERCENTAGE OF
NAME COMMON STOCK(1) COMMON STOCK(1)
- ---------------------------------------------------------------------------------------------
Arch C. Scurlock 1,137,740(2) 18.4
c/o Research Industries, Incorporated
123 North Pitt Street
Alexandria, Virginia 22314
Dimensional Fund Advisors Inc. 500,315(3) 8.1
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
T. Rowe Price Associates, Inc. 325,600(4) 5.3
100 East Pratt Street
Baltimore, Maryland 21202
Wellington Management Company LLP 406,000(5) 6.6
75 State Street
Boston, Massachusetts 02109
DIRECTORS AND EXECUTIVE OFFICERS
Daniel H. Abramowitz 90,682(6) 1.5
Gideon Argov 10,601(7) *
Walter Belleville 22,994(8) *
</Table>
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<Table>
<Caption>
NUMBER OF
SHARES OF PERCENTAGE OF
NAME COMMON STOCK(1) COMMON STOCK(1)
- ---------------------------------------------------------------------------------------------
Michael J. Berthelot 315,584(9) 5.1
Thomas V. Chema 2,943 *
Jan Naylor Cope 600 *
John H. Dalton 27,605(10) *
Michel Glouchevitch 22,247 *
Gerald C. Harvey 28,497(11) *
James A. Lawrence 96,823(12) 1.6
William Recker 23,381(13) *
Joseph F. Spanier 58,534(14) *
Robert Tunno 52,565(15) *
Robert L. G. White 60,146(16) *
Directors and executive officers as a group 813,202(17) 13.2
(14 persons)
</Table>
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* Less than 1%.
(1) Except as set out in these footnotes, the persons named in this table have
sole voting power and investment power with respect to all shares of Common
Stock shown as beneficially owned by them, subject to community property
laws where applicable and the information contained in this table and these
notes.
(2) Includes 1,099,000 shares of Common Stock owned by Research Industries,
Incorporated, of which Dr. Scurlock owns 95% of the outstanding shares of
stock.
(3) Based on a Schedule 13G filed with the Securities and Exchange Commission
on February 2, 2001, Dimensional Fund Advisors Inc. ("Dimensional") is
deemed to have beneficial ownership of these shares, all of which are held
in portfolios of four investment companies registered under the Investment
Company Act of 1940 and certain other co-mingled group trusts and separate
accounts, and for all of which Dimensional serves as investment manager.
Dimensional has informed the Company in writing that it disclaims
beneficial ownership of all such shares.
(4) Based on a Schedule 13G filed with the Securities and Exchange Commission
on February 12, 2001. These securities are owned by various individual and
institutional investors with respect to which T. Rowe Price Associates,
Inc. ("Price Associates") serves as investment advisor. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, Price
Associates is deemed to be a beneficial owner of such securities; however,
Price Associates expressly disclaims that it is, in fact, the beneficial
owner of such securities.
(5) Based on a Schedule 13G filed with the Securities and Exchange Commission
on February 13, 2001 by Wellington Management Company, LLP ("Wellington")
in its capacity as an investment advisor. Wellington disclaims beneficial
ownership of these shares.
(6) Based on information provided to the Company by Mr. Abramowitz, 90,200
shares are owned by Hillson Partners Limited Partnership, of which Hillson
Financial Management, Inc. is the general partner. Mr. Abramowitz is the
President and controlling stockholder of Hillson Financial Management, Inc.
Mr. Abramowitz has sole voting power and sole investment power with respect
to the 90,200 shares owned by Hillson Partners Limited Partnership. Mr.
Abramowitz owns 482 shares directly.
(7) Includes 3,000 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
(8) Includes 4,000 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
(9) Includes 67,600 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
(10) Includes 13,050 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
(11) Includes 24,666 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
(12) Includes 33,250 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
(13) Includes 11,000 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
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(14) Includes 40,866 shares issuable with respect to options exercisable within
60 days of June 30, 2001 and 2,000 shares owned by Mr. Spanier's children.
(15) Includes 19,400 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
(16) Includes 20,521 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
(17) Includes 237,353 shares issuable with respect to options exercisable within
60 days of June 30, 2001.
EXECUTIVE OFFICERS, COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
Set out in the table below are the names, ages and positions held of all persons
who were executive officers of the Company as of June 30, 2001.
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<Table>
<Caption>
POSITION WITH EXECUTIVE
NAME THE COMPANY AGE OFFICER
- ------------------------------------------------------------------------------------ SINCE
Michael J. Berthelot Chairman of the Board of Directors, President 51 1992
and Chief Executive Officer
Joseph F. Spanier Vice President, Chief Financial Officer and 54 1996
Treasurer
Gerald C. Harvey Vice President, Secretary and General Counsel 51 1996
Robert Tunno President -- Industrial Products Group 54 1998
Robert L. G. White President -- Aerospace Products Group 59 1998
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</Table>
Except for Group Presidents, who are appointed by the Chairman, President and
Chief Executive Officer of the Company, executive officers of the Company are
elected by and serve at the discretion of the Board of Directors. No arrangement
exists between any executive officer and any other person or persons pursuant to
which any executive officer was or is to be selected as an executive officer.
None of the executive officers has any family relationship to any nominee for
director or to any other executive officer of the Company. Set out below is a
brief description of the business experience for the previous five years of
those executive officers who are not also directors. For information concerning
the business experience of Mr. Berthelot, see "Information Concerning Incumbent
Directors and Nominees to the Board of Directors," above.
MR. SPANIER has been Vice President, Chief Financial Officer and Treasurer of
the Company since January 1997. From November 1996 to January 1997 he served as
Vice President of Finance. From November 1994 to 1996, he served as Chief
Financial Officer and Vice President of Financial Administration of MG
Industries, a manufacturer of industrial gases and a subsidiary of Hoechst AG.
MR. HARVEY has been Vice President, Secretary and General Counsel of the Company
since February 1996. From 1994 to 1996 Mr. Harvey was a member of the law firm
of Pfaltz & Woller, P.A.
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MR. TUNNO was President -- Industrial Products Group, formerly the Domestic
Industrial Products Group, from April 1, 1998 to July 10, 2001 when he resigned
to become the President of Breeze Industrial Products Corporation in connection
with the sale of the Company's Breeze Industrial and Pebra hose clamp businesses
to that company. From 1984 to April 1998, he was President of the Breeze
Industrial Products division.
MR. WHITE has been President -- Aerospace Products Group since April 1, 1998. He
has also been the President of the Breeze-Eastern division since April 1994.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and long-term
compensation for services in all capacities to the Company in the fiscal years
ended March 31, 2001, 2000 and 1999, of those persons who were, at March 31,
2001 (i) the Chief Executive Officer and (ii) the other four most highly
compensated executive officers of the Company whose compensation exceeded
$100,000 in fiscal 2001. During each fiscal year in the three year period ended
March 31, 2001, no executive officer named above received perquisites and other
personal benefits, securities or property in an aggregate amount in excess of
the lesser of $50,000 or 10% of such executive officer's annual salary and
bonus.
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
<Table>
<Caption>
LONG TERM
COMPENSATION
----------------------------------
AWARDS
---------- PAYOUTS
ANNUAL COMPENSATION RESTRICTED SECURITIES --------
----------------------------------------- STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS OTHER ANNUAL AWARDS OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR (1) (2) COMPENSATION (3) (#)(4) (5) (6)
- -------------------------------------------------------------------------------------------------------------------------
Michael J. Berthelot 2001 $431,000 $ 0 $ 0 15,000 $20,221
Chairman, President 2000 379,027 250,364 25,033 60,000 21,256
and Chief Executive 1999 399,808 230,991 23,108 13,600 784,629 18,736
Officer
Joseph F. Spanier 2001 208,700 35,000 3,502 7,500 20,064
Vice President, Chief 2000 178,596 134,064 13,408 10,000 20,196
Financial Officer and 1999 186,923 113,746 11,373 10,700 171,720 18,311
Treasurer
Gerald C. Harvey 2001 177,646 35,000 3,502 7,500 18,751
Vice President, 2000 144,846 138,343 13,834 10,000 20,149
Secretary and General 1999 150,577 64,135 6,411 9,500 157,339 17,367
Counsel
Robert Tunno 2001 222,116 149,662 14,962 10,000 34,489(7)
President, Industrial 2000 194,230 101,275 10,114 4,000 44,458(7)
Products Group 1999 204,615 129,362 12,934 7,400 305,946 34,734(7)
Robert L. G. White 2001 205,962 126,391 12,638 10,000 12,052
President, Aerospace 2000 179,615 90,869 9,087 6,000 12,381
Products Group 1999 174,999 110,761 11,066 7,188 679,471 13,850
</Table>
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(1) Amounts shown include compensation earned and received by executive officers
as well as amounts earned but deferred at the election of those officers
under the Company's 401(K) plan. Salary amounts for certain executive
officers for fiscal 2000 are lower than those for fiscal 1999 due to pay
period schedules.
(2) Represents annual cash bonus payments made to executive officers pursuant to
the Company's Incentive Compensation Plan in effect for the applicable
fiscal year.
(3) Represents the dollar value of awards of restricted stock during each year
indicated calculated by multiplying the fair market value of a share of
Common Stock on the date of grant by the number of shares awarded. During
fiscal year 2001, awards of restricted stock were granted to each of the
named executive officers, with the exception of Mr. Berthelot, on May 25,
2000, at which time the fair market value of a share of Common Stock was
$8.84. During fiscal year 2000, awards of restricted stock were granted to
each of the named executive officers on May 18, 1999, at which time the fair
market value of a share of Common Stock was $19.38. During fiscal year 1999,
awards of restricted stock were granted to each of the named executive
officers on May 19, 1998, at which time the fair market value of a share of
Common Stock was $27.88. An aggregate of 6,080 shares of restricted stock
were held for the benefit of the named executive officers at 2001 fiscal
year-end. Forfeiture provisions as to such shares lapse in annual increments
of one-third each year. The executive officers receive dividends on issued
shares still subject to forfeiture.
(4) Stock options were granted under the Company's 1992 and 1999 Long-Term
Incentive Plans.
(5) Represents payments made pursuant to the Fiscal Years' 1996-1998 Incentive
Compensation Plan.
(6) These amounts include the Company's contributions to the Company's
Retirement Savings Plan and insurance premiums paid by the Company under the
Company's group benefits plan.
(7) The amount includes relocation expenses of $14,000, $24,000 and $11,575 paid
to Mr. Tunno in fiscal 2001, 2000 and 1999 respectively.
Restricted Stock Awards. The following table sets forth information concerning
long-term incentive plan awards in the form of restricted stock awarded during
fiscal 2001 to each of the named executive officers of the Company.
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL 2001(1)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER MATURATION
NAME RIGHTS (#) OR PAYOUTS
- ---------------------------------------------------------------------------------------------
Michael J. Berthelot 0 3 years
Joseph F. Spanier 396 3 years
Gerald C. Harvey 396 3 years
Robert Tunno 1,692 3 years
Robert L. G. White 1,429 3 years
</Table>
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(1) Restricted share awards are calculated based upon a cash bonus pool, which
is itself based upon annual profit. The number of restricted shares awarded
in a given year is equal to the number of shares that could be purchased at
the closing price of the Common Stock on the date of the award (which price
was $8.84 on the date of the awards in fiscal 2001) with 10% of the cash
bonus pool. The cash bonus is described under the heading "Incentive
Compensation Plans," below.
Incentive Compensation Plans. The fiscal year 1999-2001 Annual Cash Bonus and
Incentive Compensation Plan (the "'99-'01 Plan") provided for the award of cash
bonuses and stock options based upon operating results. Results were measured by
a wide range of goals which must be met, including goals for operating income,
return on investment, individual strategic and/or operational issues,
profitability, achievement of plan and annual income growth. The stock feature
of the '99-'01 Plan provided for the award of restricted stock and
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stock options to executive officers, division presidents and other key
personnel. The number of restricted shares awarded was equal to the number of
shares that could be purchased at the closing price of the Common Stock on the
date immediately preceding the date the Incentives and Compensation Committee of
the Board of Directors approved the bonus pool for the fiscal year just ended
with 10% of the cash bonus pool. Voting and dividend rights vested immediately.
Restrictions on sale lapse over three years in annual one-third increments.
Shares for which restrictions have not yet expired are forfeited upon
termination of employment. Stock options were awarded at an exercise price equal
to the fair market value of the shares of Common Stock on the date of grant.
Options awarded with the annual cash bonus become exercisable in annual equal
installments over three years and expire five years after grant date. Options
awarded as part of the long term feature of the '99-'01 Plan described in the
report of the Incentives and Compensation Committee set out below vested at the
end of the three-year plan period and expire five years after grant date. Both
restricted stock and stock options were awarded pursuant to the Amended and
Restated 1992 Long Term Incentive Plan, and the 1999 Long Term Incentive Plan,
which plans provided mechanisms for awarding various kinds of stock based
awards.
Retirement Plans. The executive officers are participants in the
TransTechnology Corporation Retirement Savings Plan (the "Retirement Savings
Plan"), a defined contribution plan under Section 401(k) of the Internal Revenue
Code which covers non-union employees who have been employed by the Company for
more than one year. Approximately 1,383 employees participated in the Retirement
Savings Plan at March 31, 2001. Benefits are payable on retirement, disability,
death, or other separation from service. Participants in the Retirement Savings
Plan may defer receipt and taxation of up to 15% of their compensation by
contributing such compensation to the Plan. The Company contributes a minimum of
3% and a maximum of 6% of employees' compensation to the Retirement Savings
Plan, depending on the level of contribution by each employee.
Change in Control Agreements. The Company has entered into severance agreements
with each of Messrs. Berthelot, Spanier, Harvey, Tunno and White (the "Severance
Agreements") which provide for payments only in the event of termination of
employment during the term of the Severance Agreements following within 24
months after a change in control of the Company where such termination is other
than for cause or the executive resigns for good reason which includes reduction
in compensation, benefits or responsibilities, relocation by more than 50 miles
of the executive's primary worksite, adverse alteration of the executive's
office space and administrative support, or failure by the Company to obtain an
agreement from any successor or assignee corporation to assume and perform the
Severance Agreements. Benefits under the Severance Agreements are equal to 200%
of the executive's annual salary, the executive's average bonuses during the two
years preceding the change of control, earned but unused vacation and sick time,
the fair market value of accrued but unvested restricted stock and stock options
outstanding, and all accrued but unpaid salary. The benefits due under the
Severance Agreements are in addition to all amounts payable to each of the
executives pursuant to the Company's other agreements and benefit plans then in
effect, except that any
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amount paid to any of the executives pursuant to the Corporate Severance Pay
Plan shall be credited against amounts due under the Severance Agreements. The
Severance Agreements provide for no benefits in the event the executive is
terminated for cause and (except in the event that the executive is convicted of
a felony, a crime involving moral turpitude or a crime adverse to the Company's
welfare) fails to cure the alleged breach within 30 days after the executive has
been notified by the Company's Board of Directors. The initial term of each of
the Severance Agreements is for two years and each of the Severance Agreements
with Messrs. Harvey, Spanier, Tunno and White has been extended in writing by
the parties for an additional two year term.
Executive Life Insurance Plan. The Company maintains life insurance policies
for its executive officers which supplement the group life policies available to
all salaried employees.
STOCK OPTIONS
The following table sets forth information concerning options granted during
fiscal 2001 to each of the named executive officers of the Company identified in
the Summary Compensation Table.
OPTION/SAR GRANTS IN FISCAL 2001
- --------------------------------------------------------------------------------
<Table>
<Caption>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
----------------------------------------------- --------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS EXERCISE
OPTIONS/ GRANTED TO OR BASE
SARS EMPLOYEES PRICE
GRANTED IN FISCAL $ PER EXPIRATION
NAME (#)(1) YEAR SHARE DATE 5% ($) 10% ($)
- ----------------------------------------------------------------------------------------------------
Michael J. Berthelot 15,000 16 8.8438 5/25/10 $83,427 $211,421
Joseph F. Spanier 7,500 8 8.8438 5/25/10 41,714 105,711
Gerald C. Harvey 7,500 8 8.8438 5/25/10 41,714 105,711
Robert Tunno 10,000 11 8.8438 5/25/10 55,618 140,947
Robert L. G. White 10,000 11 8.8438 5/25/10 55,618 140,947
</Table>
- --------------------------------------------------------------------------------
(1) Amounts shown represent stock options only. No stock appreciation rights
(SARs) were awarded.
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The following table summarizes option exercises during fiscal 2001 and the total
number and value of exercisable and unexercisable stock options held by each of
the named executive officers on March 31, 2001, the last day of fiscal 2001.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 2001
FISCAL YEAR-END OPTION VALUES
<Table>
<Caption>
NUMBER VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END (#) AT FY-END ($)
------------- --------------------
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------
Michael J. Berthelot 9,000 0(1) 50,933/40,667 0/0
Joseph F. Spanier 0 0 40,866/83,343 0/0
Gerald C. Harvey 0 0 24,666/83,343 0/0
Robert Tunno 6,000 0(1) 19,400/18,000 0/0
Robert L.G. White 0 0 20,521/19,207 0/0
- -----------------------------------------------------------------------------------------------------
</Table>
(1) In May 2000, Messrs. Berthelot and Tunno exercised stock options at per
share exercise prices in excess of the per share closing market price for
the Common Stock on such day. Accordingly, no value was realized in
connection with such exercises.
REPORT OF THE INCENTIVES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Incentives and Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of independent outside directors. The
Committee is responsible for establishing policies and implementing programs
relating to executive compensation. The entire Board of Directors reviews all
decisions of the Committee relating to compensation of the Company's executive
officers, except for decisions relating to stock based awards, which under the
Amended and Restated 1992 Long Term Incentive Plan, and the 1999 Long Term
Incentive Plan, may be made by the Committee.
The Committee's philosophy regarding executive compensation is that a
compensation program should (i) support the achievement of desired Company
performance; (ii) provide compensation that will attract and retain qualified
executives and reward performance; (iii) align the executive officers' interests
with shareholders' interests as well as the overall success of the Company by
placing a portion of pay at risk; and (iv) encourage management's stake in the
long-term performance and success of the Company.
The methodology for setting base salary of the executive officers consists of
(i) determining marketplace compensation by comparing the Company to groups of
other corporations with similar characteristics and (ii) evaluating each
executive's performance as well as the performance of the Company as a whole.
Each year the performance of executive officers and division presidents is
evaluated by the Chief Executive Officer and in turn the Chief Execu-
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tive Officer is evaluated by the outside members of the Board of Directors. The
evaluation is based upon individualized performance objectives designated at the
beginning of the fiscal year and at the time of the last performance evaluation.
The methodology for determining bonuses for Fiscal Years 1996-1998 and 1999-2001
has been set out in Incentive Compensation Plans which are consistent with the
Committee's philosophy regarding executive compensation. The compensation
reflected in this proxy statement includes the results of the Incentive
Compensation Plans which are briefly described here.
The Incentive Compensation Plans include an annual bonus feature which is an
important tool in providing incentive both for short-term and long-term
performance. Cash and restricted stock awards are paid upon achieving or
exceeding target levels of quantitative performance measures. Such performance
measures are tied directly to the Company's annual business plan. Executive
officers, including Mr. Berthelot, earn no bonus unless 80% of the business
plan's profit goals are met. The business plan is prepared and approved prior to
the start of the fiscal year. The Incentive Compensation Plans measure
performance factors against targets for income before taxes, profit growth,
productivity growth, return on investment, cash flow, meeting budgets and
achievement of individual performance objectives.
In addition to the restricted stock awards described above, executive officers
and division presidents receive incentive stock options. Stock options are based
upon marketplace compensation studies and are awarded individually each year at
an exercise price equal to the Common Stock's fair market value on the date of
grant. Stock options vest over a three-year period and cannot be repriced.
Both the '96-'98 Plan and the '99-'01 Plan included a long term portion
structured to reward the achievement of increased value of the entity over the
long term. This latter portion of the bonus was only earned and awarded at the
end of a three-year period based upon the increase in the enterprise value of
the Company, or a division of the Company, as the case may be, which exceeds a
compounded rate under the '96-'98 Plan of 12% per annum, raised to 15% per annum
under the '99-'01 Plan, and other goals established from time to time by the
Committee. (The respective 12% and 15% per annum hurdle rates were established
to represent the overall return an investor would seek at the beginning of the
three-year measuring period). Under the '96-'98 Plan, the bonus earned and
awarded was paid in cash. The '99-'01 Plan provided that a portion of the bonus,
equal to 45% at target enterprise value, was paid in market priced stock options
which vested at the end of the three-year plan period. It is the purpose of the
Committee and the Board in implementing this feature of the senior managers'
incentive compensation program to encourage and reward long term growth in the
value of the Company.
Mr. Berthelot's compensation, including base compensation, cash bonus and stock
awards is determined by the same methodology as described above for all
executive officers. Applying this methodology for fiscal year 2001, Mr.
Berthelot was not awarded a cash bonus or restricted shares for fiscal year 2001
or a salary increase for fiscal year 2002.
WALTER BELLEVILLE
THOMAS CHEMA
JOHN DALTON
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COMPANY PERFORMANCE
The following graph shows a comparison of cumulative total returns for the
Company, Standard & Poor's 500 Index and a Company-constructed Peer Group Index
(consisting of public companies which manufacture products that are similar to
the Company's products) for the last five fiscal years. Total returns are based
on market capitalization. Peer group indices use beginning of period market
capitalization weighting. Total return assumes reinvestment of dividends.
[5 YEAR CUMULATIVE TOTAL RETURN SUMMARY]
<Table>
<Caption>
TRANSTECHNOLOGY S & P 500 PEER GROUP ONLY
--------------- --------- ---------------
1996 100 100 100
1997 144.42 119.83 113.34
1998 205.67 177.34 174.69
1999 113.99 210.08 116.69
2000 86.49 247.77 95.2
2001 38.09 194.06 116.8
</Table>
* ASSUMES INITIAL INVESTMENT OF $100.
Peer Group includes: Chicago Rivet & Machine, Fairchild Industries, Federal
Screw, Park-Ohio Industries, Penn Engineering & Manufacturing and SPS
Technologies.
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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain of its officers, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than 10 percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that a Form 5 was not
required to be filed for those persons, the Company believes that from April 1,
2000 to March 31, 2001, all persons subject to the reporting requirements of
Section 16(a) filed the reports on a timely basis except Robert L.G. White, who
reported two open market purchases of 1,000 shares of Common Stock each,
occurring on October 25 and October 30, 2000, one month late on his report for
November 2000.
PROPOSAL 2 -- RATIFICATION AND APPROVAL OF THE AMENDED AND RESTATED 1998
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
BACKGROUND
The Board, at its June 15, 1998 meeting, adopted the 1998 Non-Employee
Directors' Stock Plan, which was approved by stockholders on July 23, 1998. In
October 1998, the Board adopted certain technical revisions to the 1998
Non-Employee Directors' Stock Option Plan (as so amended, the "Directors'
Plan").
PROPOSED AMENDMENT
The Board, at its June 4, 2001 meeting, adopted an amendment to the Directors'
Plan increasing the number of shares of Common Stock issuable under the
Directors' Plan, subject to stockholder ratification and approval as described
herein. Pursuant to the amendment, the number of shares of the Company's Common
Stock authorized to be awarded under the Directors' Plan has been increased by
100,000 shares from 150,000 to 250,000 shares. If the amendment to the
Directors' Plan is ratified and approved by the stockholders, the Company plans
to file a registration statement under the Securities Act of 1933 pertaining to
the 100,000 additional shares. As of July 27, 2001 the market value of the
Company Common Stock was $12.60 per share. As of March 31, 2001 there were
outstanding options under the Directors' Plan to purchase 149,214 shares of the
Company's Common Stock ("Stock Options") at prices ranging from $3.5625 to
$27.8125 per share.
DESCRIPTION OF THE AMENDED AND RESTATED 1998 NON-EMPLOYEE DIRECTORS' STOCK
OPTION PLAN. The summary that follows is subject to the actual terms of the
Directors' Plan, which is attached hereto as Annex B. Any capitalized term used
but not defined in this description shall have the meaning set forth in the
Directors' Plan. The terms of the Directors' Plan require that the stockholders
of the Company approve amendments thereto.
SHARES UNDER THE DIRECTORS' PLAN. 100,000 new shares of Company Common Stock
have been reserved for issuance upon the exercise of options granted, excluding
those Shares constituting the unexercised portion of any canceled, terminated or
expired options, subject to adjustments for such matters as stock
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16
19
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splits and stock dividends. Shares awarded under the Directors' Plan may be
comprised of, in whole or in part, authorized and unissued Shares or treasury
Shares. If an option should expire or become unexercisable for any reason
without having been exercised in full, the unissued shares which were subject to
the option shall become available for the grant of other options under the
Directors' Plan, unless the Company terminates the Directors' Plan.
PARTICIPATION AND ADMINISTRATION. The Board shall have the authority to
determine, from time to time and to the extent not inconsistent with the
provisions of the Directors' Plan, the number of shares to be covered by any
options granted and the vesting schedule for any option. The Board of Directors
of the Company shall administer the Directors' Plan.
AWARDS UNDER THE DIRECTORS' PLAN. Awards under the Directors' Plan shall consist
exclusively of non-qualified stock options. Upon the grant of each option, the
Company and the Eligible Director shall enter into an option agreement which
shall specify the number of options, the exercise price and such other
provisions consistent with the Directors' Plan as the Board may determine. The
Board of Directors shall determine the terms and conditions of options granted
under the Directors' Plan and shall determine when the options shall be
exercisable. Stock options granted under the Plan cannot be repriced. No option
granted under the Directors' Plan shall be exercisable within six months after
its date of grant. In the event of a change of control of the Company, as
defined in the Directors' Plan, options granted will be exercisable immediately
subject to a minimum six-month holding period from the date of grant. The
exercise price for any option shall be the fair market value of a share of
Common Stock on the date of grant. An optionee may make payment of the exercise
price for an option either in cash or, with the consent of the Board, shares
owned by the optionee or shares issuable to the optionee upon exercise of the
option. If an Eligible Directors' membership on the Board of Directors
terminates for any reason other than death, an option held at the date of such
termination may be exercised to the extent then exercisable in whole or in part
at any time within 90 days after the date of such termination, and shall
thereafter automatically terminate. Any options which may not be exercised as of
the date of termination shall expire immediately and may not be exercised
following that time. In the case of the death of an Eligible Director, an option
held at the date of death may be exercised to the extent then exercisable in
whole or in part at any time within one year after the date of death, but in no
event after the term of the option expires, and shall thereafter automatically
terminate. Any options which are not exercisable on the date of death shall
expire immediately and may not be exercised following such time. The term of
each option shall be five years from the date of its grant, subject to earlier
termination in accordance with the provisions of the Directors' Plan. No option
shall be granted after ten years from the date the Directors' Plan is approved
by the stockholders of the Company.
FEDERAL INCOME TAX ASPECTS. The following is a brief summary of the principal
Federal income tax aspects of stock option awards made under the Directors' Plan
based upon the laws in effect on the date hereof. This summary is not intended
to be exhaustive, and does not describe state or local tax consequences. In
general, with respect to options to acquire shares granted under the Directors'
Plan: (a) no income is realized by the participant in the Directors' Plan at the
time the option is
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20
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granted; (b) upon exercise of the option, the participant in the Directors' Plan
realizes ordinary income in an amount equal to the difference between the
exercise price and the fair market value of the stock on the date of exercise;
(c) the Company will be entitled to a tax deduction in an amount taxable to the
participant in the Directors' Plan; and (d) upon disposition of the shares
acquired through option exercise, any appreciation (or depreciation) after the
date of exercise is treated either as short-term or long-term capital gain or
loss, depending upon the length of time that the participant in the Directors'
Plan has held the shares since the exercise date.
CONCLUSION AND RECOMMENDATION. The Board of Directors believes it is in the
interests of the Company and its stockholders to adopt the amendment to the
Directors' Plan to help attract and retain persons of outstanding competence as
Outside Directors and to further the identity of their interests with those of
the Company's stockholders. The affirmative vote of a majority of the shares of
the Company's Common Stock present and entitled to vote, in person or by proxy,
at the 2001 Annual Meeting is required for ratification and approval of the
proposal to amend the Directors' Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION AND APPROVAL OF THE
AMENDED AND RESTATED 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
RELATIONSHIP WITH THE COMPANY'S PRINCIPAL ACCOUNTANTS
The Company is not selecting or recommending a principal accountant to
stockholders for election, approval or ratification for the current year. The
Company is not required to obtain shareholder approval or ratification of its
selection of its auditors under Delaware law, and the Audit Committee and the
Board of Directors reserve the right to make any change in auditors at any time,
and without shareholder approval, which they deem advisable or necessary.
Representatives of Deloitte & Touche LLP, the Company's auditor for the current
year, are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
CERTAIN TRANSACTIONS
In May 2000, in order to enable executives to fund the exercise of stock options
granted to them by the Company which were then expiring, the Company made
available loans to each of the following named executive officers: Michael J.
Berthelot in the amount of $102,375 and Robert Tunno in the amount of $68,250.
Both loans bear a maturity date of May 30, 2002, an interest rate of 5% per
annum and are secured by the shares of Company stock acquired by exercise of the
options. In addition, Mr. Berthelot was granted a loan in the amount of $20,000
in May 2000, which is due on the earlier of the Company's demand or May 22,
2002. This loan bears interest at the rate of 5% per annum. As of March 31,
2001, the full principal amounts of each of the foregoing loans, plus accrued
interest, remained outstanding.
PROPOSALS FOR SUBMISSION AT NEXT ANNUAL MEETING
If a stockholder desires to submit a proposal to fellow stockholders at the
Company's annual meeting next year and wishes to have it set forth in the
corresponding proxy statement and identified in the corresponding form of proxy
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18
21
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prepared by management, such stockholder must notify the Company at its
executive offices no later than February 12, 2002.
ANNUAL REPORTS
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2001 was mailed to stockholders in July 2001. The Company has filed
with the SEC its Annual Report on Form 10-K for the fiscal year ended March 31,
2001. A COPY OF THE 2001 ANNUAL REPORT ON FORM 10-K, WITHOUT EXHIBITS, WILL BE
FURNISHED TO STOCKHOLDERS WITHOUT CHARGE UPON REQUEST IN WRITING TO GERALD C.
HARVEY, VICE PRESIDENT, SECRETARY & GENERAL COUNSEL OF THE COMPANY, AT
TRANSTECHNOLOGY CORPORATION, 150 ALLEN ROAD, LIBERTY CORNER, NEW JERSEY 07938.
If requested, the Company will also provide such persons with copies of any
exhibit to the Annual Report on Form 10-K upon the payment of a fee limited to
the Company's reasonable expenses in furnishing such exhibits. Such Report is
not a part of the Company's soliciting material.
OTHER MATTERS
The Board of Directors does not know of any matter to be acted upon at the
Meeting other than the matters described herein. If any other matter properly
comes before the Meeting, the holders of the proxies will vote thereon in
accordance with their best judgment.
By Order of the Board of Directors
/s/ GERALD C. HARVEY
GERALD C. HARVEY
Vice President, Secretary and
General Counsel
Liberty Corner, New Jersey
August 20, 2001
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ANNEX A
AUDIT COMMITTEE CHARTER
The Audit Committee is a committee of the Board of Directors (the "Board"). The
Audit Committee shall consist of at least three independent members of the Board
who shall be elected by and serve at the pleasure of the Board. The Audit
Committee's primary function is to assist the Board in fulfilling its oversight
responsibilities by reviewing the financial information that will be provided to
shareholders and others, the systems of internal controls which management and
the Board have established, and the audit process.
In meeting its responsibilities, the Audit Committee is expected to:
1. Provide an open avenue of communication between the internal auditors, the
independent accountants and the Board.
2. Recommend to the Board the firm of independent accountants to be retained,
approve the compensation of the independent accountants and review and
approve the discharge of the independent accountants.
3. Review and concur in the appointment, replacement, reassignment or dismissal
of the Director of Internal Audit.
4. Confirm and assure the independence of the internal auditor and the
independent accountant, including a review of management consulting services
and related fees provided by the independent accountant.
5. Inquire of management, the Director of Internal Audit and the independent
accountant about significant risks or exposures and assess the steps
management has taken to minimize such risk and/or exposure to the company.
6. Consider, in consultation with the independent accountant and the Director
of Internal Audit, the audit scope and plan for the fiscal year end audit
and the allocation of duties and responsibilities thereto so as to assure
completeness of coverage, reduction of redundant efforts and the effective
use of audit resources.
7. Consider with management and the independent accountant the rationale for
employing audit firms other than the principal independent accountant.
8. Consider and review with the independent accountant and the Director of
Internal Audit:
- The adequacy of the company's internal controls, including computerized
information system controls and security.
- Any related significant findings and recommendations of the independent
accountant and internal auditors together with management's responses
thereto.
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A-1
23
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9. At the completion of the annual examination, review with management and the
independent accountants:
- The company's annual financial statements and related footnotes.
- The independent accountants' audit of the financial statements and their
report thereon.
- Any significant changes which were required in the independent
accountant's original audit plan.
- Any serious difficulties or disputes with management encountered during
the course of the audit.
- Other matters related to the conduct of the audit that are to be
communicated to the Audit Committee under generally accepted auditing
standards.
10. Consider and review with management and the Director of Internal Audit:
- Significant findings during the year and management's responses thereto.
- Any difficulties encountered in the course of their audits, including any
restrictions on the scope of their work or access to required information.
- Any changes required in the planned scope of their audits or other work
assignments.
- The internal audit department budget and staffing.
11. Review filings with the SEC and other published documents containing the
company's financial statements and consider whether the information
contained in these documents is consistent with the information contained in
the financial statements.
12. Review with management and the independent accountant the quarterly press
release on the company's operating results before it is released to the
public.
13. Review policies and procedures with respect to officers' expense accounts
and perquisites, including their use of corporate assets and consider the
results of any review of these areas by the internal auditor or the
independent accountant.
14. ]Review legal and regulatory matters that may have a material impact on the
financial statements, related company compliance policies and programs and
reports received from regulators.
15. Meet, as considered necessary, with the Director of Internal Audit, the
independent accountant and management in separate executive sessions to
discuss any matters that the Committee or these groups believe should be
discussed privately with the Audit Committee.
16. Report Audit Committee actions to the Board with such recommendations as the
Audit Committee may deem appropriate.
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A-2
24
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17. Cause such reports on the composition and activities of the Audit Committee
to be filed with the New York Stock Exchange and to be included in the
annual report or the proxy statement as may be required by the rules of the
Exchange and the regulations of the Securities and Exchange Commission.
18. The Audit Committee shall have the power to conduct or authorize
investigations into any matters within its scope of responsibilities. The
Audit Committee shall be empowered to retain independent counsel,
accountants or others to assist it in the conduct of any investigation.
19. The Audit Committee shall meet at least four times per year or more
frequently as circumstances require. It may ask members of management or
others to attend all or a portion of any such meeting and provide pertinent
information as necessary.
20. The Audit Committee will perform such other functions as assigned by law,
the company's charter or bylaws or the Board.
21. The duties and responsibilities of a member of the Audit Committee are in
addition to those duties set out for a member of the Board.
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A-3
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ANNEX B
TRANSTECHNOLOGY CORPORATION AMENDED AND RESTATED
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of this Non-Employee Directors' Stock Option Plan is to promote the
success of TransTechnology Corporation (the "Company") by attracting and
retaining non-employee directors by providing a supplemental means for them to
increase their holdings of common stock of the Company, and thereby acquire an
increased personal interest in the Company's continued success and progress, to
the mutual benefit of the directors, employees and stockholders of the Company.
2. DEFINITIONS
As used herein, the following definitions shall apply:
2.1 The "Company" means TransTechnology Corporation, a Delaware
corporation and any successor thereto which shall maintain the Plan.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Business Day" means a day on which the New York Stock Exchange is
open for trading business.
2.4 "Change of Control" shall be deemed to have occurred upon the
occurrence of any one (or more) of the following events:
(a) Any person, including a group as defined in Section 13(d)(3) of the
Exchange Act, becomes the beneficial owner of Shares of the Company
with respect to which twenty percent (20%) or more of the total
number of votes for the election of the Board may be cast;
(b) As a result of, or in connection with, any cash tender offer,
exchange offer, merger or other business combination, sale of assets
or contested election, or combination of the foregoing, persons who
were directors of the Company immediately prior to such event shall
cease to constitute a majority of the Board;
(c) The stockholders of the Company shall approve an agreement providing
either for a transaction in which the Company will cease to be an
independent publicly owned corporation or for a sale or other
disposition of all or substantially all the assets of the Company;
or
(d) A tender offer or exchange offer is made for Shares of the Company's
Common Stock (other than one made by the Company) and Shares of
Common Stock are acquired thereunder ("Offer"). However, the
acceleration of the exercisability of outstanding
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Stock Options upon the occurrence of an Offer shall be within the
discretion of the Board.
2.5 "Common Stock" means the Common Stock, par value $0.01 per share, of
the Company.
2.6 "Code" means the United States Internal Revenue Code of 1986, as
amended.
2.7 "Eligible Director" means any person who is a member of the Board and
who is not an employee, full time or part time, of the Company or any
Subsidiary.
2.8 "Exchange Act" means the Securities Exchange Act of 1934 as amended.
2.9 "Fair Market Value" means, with respect to any date, the mean between
the highest and lowest sale prices per Share reported on the New York
Stock Exchange (or on any inter-dealer quotation system (such as the
NASDAQ System) on which the Common Stock then shall be traded) on
such date, provided that if there should be no sale of Shares
reported on such date, the Fair Market Value of a Share on such date
shall be deemed equal to the average between the highest and lowest
sale prices per Share for the last preceding date on which sales of
Shares were reported.
2.10 "Grant Date" means the effective date of the grant hereunder of an
Option.
2.11 "Option" means an option to acquire Shares granted pursuant to the
Plan.
2.12 "Option Agreement" means the agreement between the Company and an
Optionee respecting the grant of an Option.
2.13 "Option Stock" means Common Stock subject to an Option granted
pursuant to the Plan.
2.14 "Optionee" means a person who receives an Option hereunder.
2.15 "Plan" means the Company's 1998 Non-Employee Directors' Stock Option
Plan.
2.16 "Shares" means shares of Common Stock.
2.17 "Securities Act" means the Securities Act of 1933, as amended.
2.18 "Subsidiary" means any corporation in which the Company owns
directly, or indirectly through subsidiaries, at least fifty percent
(50%) of the total combined voting power of all classes of stock, or
any other entity (including, but not limited to, partnerships and
joint ventures) in which the Company owns at least fifty percent
(50%) of the combined equity thereof.
3. STOCK SUBJECT TO THE PLAN
Subject to the provisions of Section 10 of the Plan, the maximum aggregate
number of Shares which may be optioned and acquired under the Plan, excluding
those Shares constituting the unexercised portion of any canceled, terminated or
expired Options, is 250,000 Shares. These Shares may be authorized but unissued
or reacquired Shares.
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If an Option should expire or become unexercisable for any reason without having
been exercised in full, the unissued Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for the grant of
other Options under the Plan.
4. ADMINISTRATION OF THE PLAN
4.1 This Plan shall be administered by the Board. The Board shall have
authority to adopt such rules and regulations, and to make such
determinations as are not inconsistent with the Plan and are necessary
or desirable for its implementation and administration. All
determinations and decisions made by the Board pursuant to the Plan
shall be final, conclusive and binding on all persons, including the
Company, its stockholders, Eligible Directors and their estates and
beneficiaries.
4.2 Without limiting the generality of Section 4.1 above, the Board shall
have the authority to determine, from time to time and to the extent
not inconsistent with the provisions of the Plan, the number of Shares
to be covered by any Option granted hereunder and the exercise
schedule for any Option.
5. GRANTING OF OPTIONS
5.1 Eligibility. Any Eligible Director of the Company shall be eligible
to be granted Options.
5.2 No Option Grant Where Prohibited. No person shall be granted an
Option under the Plan if, at the time of such grant, the grant is
prohibited by applicable law or by the policies of the employer of
such person or of any other company of which such person is a member
of the board of directors or a general partner, member or principal.
5.3 Adjustment. The number of Shares subject to an Option shall be
subject to adjustment from time to time as provided in the Plan.
5.4 Exchange of Options. As determined from time to time by the Board,
options to purchase Shares granted pursuant to the Company's Amended
and Restated 1992 Long Term Incentive Plan held by Eligible Directors
may be exchanged for options to acquire Shares at the same Exercise
Price, exercise date, expiration date and upon the same terms granted
pursuant to the Plan.
5.5 Initial Grants. Each Eligible Director shall be granted an Option to
purchase the same number of shares of Common Stock that the Eligible
Director owns on the date which is sixty (60) days after the date of
his or her initial election or appointment to the Board ("Entitlement
Date").
5.5.1 In no event may the maximum number of shares issues to an Eligible
Director pursuant to this Section 5.5 exceed 25,000 Shares.
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5.5.2 Notwithstanding any provision of this Plan to the contrary,
Options issued to an Eligible Director pursuant to this Section
5.5 shall be:
(A) Issued with an Exercise Price equal to the Fair Market Value of
the Shares on the Entitlement Date;
(B) Exercisable in full upon the earlier of (i) a Change of Control,
or (ii) one (1) year after the Entitlement Date;
(C) Exercisable for a period of five (5) years after the Entitlement
Date while serving as a Director; and
(D) Exercisable for a period of ninety (90) days following
termination of service as a Director, unless such termination is
due to the individual's death, in which case the Option shall be
exercisable for one (1) year following termination of service.
6. TERM OF PLAN
Subject to approval of the stockholders as contemplated by Section 10.1, the
Plan shall become effective upon its adoption by the Board, and shall continue
in effect until all Options granted hereunder have expired or been exercised,
unless terminated sooner under the provisions of the Plan or the Option
Agreement. No Option shall be granted after ten (10) years from the earlier of
the date of adoption of the Plan or its approval by the stockholders as
contemplated by Section 10.1.
7. TERMS OF OPTION AGREEMENT
Upon the grant of each Option, the Company and the Eligible Director shall enter
into an Option Agreement which shall specify the Grant Date and the Exercise
Price, and shall include or incorporate by reference the substance of such of
the following provisions and such other provisions consistent with the Plan as
the Board may determine.
7.1 Term. The term of the Option shall be five (5) years from its Grant
Date, subject to earlier termination in accordance with the provisions
of the Plan.
7.2 Exercise Schedule. The Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined
by the Board with respect to a particular grant or grants of Options;
provided, however, that notwithstanding anything in this Plan to the
contrary, no Option shall be exercisable prior to the date which is
six months subsequent to the Grant Date with respect to such Option.
7.3 Exercise Price. The "Exercise Price" of the Shares subject to each
Option shall be the Fair Market Value of such Shares on the Grant
Date.
7.4 Manner of Exercise. An exercisable Option, or any exercisable portion
thereof, may be exercised solely by delivery to the Secretary of the
Company of all of the following prior to
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the time when such Option or such portion becomes unexercisable under
the Plan or the applicable Option Agreement:
(a) Notice. Notice in writing signed by the Optionee or other person
then entitled to exercise such Option or portion, stating that such
Option or portion is exercised, such notice complying with all
applicable rules established by the Board.
(b) Payment.
(i) Full payment (in cash or by check) for the Shares with respect
to which such Option or portion is thereby exercised; or
(ii) With the consent of the Board, Shares owned by the Optionee
duly endorsed for transfer to the Company and having an
aggregate Fair Market Value as of the date of Option exercise
equal to the product of (y) the Exercise Price and (z) the
number of Shares with respect to which such Option or portion
is thereby exercised; or
(iii) With the consent of the Board, such number of Shares issuable
to the Optionee upon exercise of the Option, having an
aggregate Fair Market Value as of the date of Option exercise
equal to the product of (y) the Exercise Price and (z) such
number of Shares with respect to which such Option or portion
is thereby exercised; provided that "delivery" of such Shares
shall be deemed to be made by Optionee's election of this
manner of payment in the notice delivered pursuant to Section
7.4(a).
(iv) With the consent of the Board, any combination of the
consideration provided in the foregoing subparagraphs (i), (ii)
and (iii).
(c) Tax Withholding. The payment to the Company of all amounts, if any,
which it is required to withhold under federal, state or local law
in connection with the exercise of the Option. With the consent of
the Board, (i) Shares owned by the Optionee duly endorsed for
transfer or (ii) Shares issuable to the Optionee upon exercise of
the Option, valued at Fair Market Value as of the date of Option
exercise, may be used to make all or part of such payment.
(d) Securities Representations. Such representations and documents as
the Company deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act, the Exchange Act
and any other federal or state securities laws or regulations. The
Board may also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, placing
legends on share certificates and issuing stop-transfer orders to
transfer agents and registrars; and
(e) Proof of Third Party Right to Exercise. In the event that the
Option or portion thereof shall be exercised as may be permitted
hereunder by any person or persons other
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than the Optionee, appropriate proof of the right of such person or
persons, consistent with Section 7.5 hereof, to exercise the Option
or portion thereof.
7.5 Transferability. An Option shall be exercisable during the Eligible
Director's lifetime only by the Eligible Director, and no Option shall
be transferable otherwise than by will or the laws of descent and
distribution.
7.6 Termination of Membership on the Board. If an Eligible Director's
membership on the Board terminates for any reason other than death, an
Option held at the date of such termination may be exercised to the
extent then exercisable in whole or in part at any time within 90 days
after the date of such termination (but in no event after the term of
the Option expires) and shall thereafter automatically terminate. Any
Options which may not be exercised as of the date of termination shall
expire immediately, and may not be exercised following such time. In
the case of an Eligible Director's death, an Option held at the date
of death may be exercised to the extent then exercisable in whole or
in part at any time within one (1) year after the date of death (but
in no event after the term of the Option expires) and shall thereafter
automatically terminate. Such Option may be exercised by the person or
persons (including his/her estate) to whom his/her rights under such
Option shall have passed by will or by the laws of descent and
distribution. Any Options which may not be exercised as of the date of
death shall expire immediately and may not be exercised following such
time.
7.7 Change of Control. In the event of a Change of Control, except as the
Board may expressly provide otherwise in resolutions adopted prior to
the Change of Control, all Options shall become immediately
exercisable; provided, however, that notwithstanding anything in this
Plan to the contrary, no Option shall be exercisable prior to the date
which is six months subsequent to the Grant Date with respect to such
Options.
8. EXERCISABILITY OF OPTIONS
8.1 Installments. Any Option granted hereunder may be exercisable in
installments as specified in Section 7.2 hereof, under such conditions
as the Board shall designate under the terms of the Plan and of the
Option Agreement. To the extent not exercised, installments shall,
unless otherwise provided in the Option Agreement, accumulate and be
exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date the Option expires.
8.2 No Fractional Shares. The Company shall not be required to issue
fractions of Shares. Whenever under the terms of the Plan a fractional
share would be required to be issued the Optionee shall be paid in
cash for such fractional share based upon Fair Market Value at the
time of exercise of the Option.
8.3 No Shareholder Rights. Until the issuance to the Optionee of the
stock certificates representing the Option Shares (as evidenced by the
appropriate entry on the books of
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B-6
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the Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to Option Stock notwithstanding
the exercise of the Option. No adjustment will be made for a dividend
or other rights for which the record date is prior to the date the
stock certificates are issued.
9. ADJUSTMENT PROVISIONS
9.1 If the Company shall at any time change the number of issued Shares
without new consideration to the Company (such as by stock dividend,
stock split, recapitalization, reorganization, exchange of Shares,
liquidation, combination or other change in corporate structure
affecting the Shares) or make a distribution of cash or property which
has a substantial impact on the value of issued Shares, the total
number of Shares reserved for issuance under the Plan shall be
appropriately adjusted and the number of Shares covered by each
outstanding Option and the purchase price per Share under each
outstanding Option shall be adjusted so that the aggregate
consideration payable to the Company and the value of each such Option
shall not be changed.
9.2 Notwithstanding any provision of the Plan, and without affecting the
number of Shares reserved or available hereunder, the Board shall
authorize the issuance, continuation or assumption of outstanding
Options or provide for other equitable adjustments after changes in
the Shares resulting from any merger, consolidation, sale of assets,
acquisition of property or stock, recapitalization, reorganization or
similar occurrence in which the Company is the continuing or surviving
corporation, upon such terms and conditions as it may deem necessary
to preserve the rights of such Options under the Plan.
9.3 In the case of any sale of assets, merger, consolidation or
combination of the Company with or into another corporation other than
a transaction in which the Company is the continuing or surviving
corporation and which does not result in the outstanding Shares being
converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "Acquisition"), any Eligible
Director who holds an outstanding Option shall have the right (subject
to the provisions of the Plan and any limitation applicable to the
Option) thereafter and during the term of the Option, to receive upon
exercise thereof the Acquisition Consideration (as defined below)
receivable upon the Acquisition by the holder of the number of Shares
which would have been obtained upon exercise of the Option or portion
thereof, as the case may be, immediately prior to the Acquisition. The
term "Acquisition Consideration" shall mean the kind and amount of
Shares of the surviving or new corporation, cash, securities, evidence
of indebtedness, other property or any combination thereof receivable
in respect of one Share of the Company upon consummation of an
Acquisition.
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10. APPROVAL, AMENDMENT AND TERMINATION OF THE PLAN
10.1 Approval. The Plan shall be adopted by the Board, and shall be
presented to the stockholders of the Company for their approval by
vote of a majority of such stockholders present or represented at the
1998 Annual Meeting of Stockholders. Options may be granted prior to
such approval, but such Options shall be contingent upon such
approval being obtained and may not be exercised prior to such
approval.
10.2 Amendment. The Board may amend the Plan at any time and from time to
time in such respects as the Board may deem advisable, subject to any
regulatory or stockholder approval required by law or required for
transactions under the Plan to maintain exempt status under Rule
16b-3 of the Exchange Act. The amendment of the Plan shall not,
without the consent of the holder of the Option, alter or impair any
rights or obligations under any Option theretofore granted.
Notwithstanding anything to the contrary contained herein, the Board,
with respect to the Plan or any Option, shall not amend or modify any
provision concerning the amount, price and timing of any Option more
than once every six months, other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.
10.3 Termination and Suspension. The Board may suspend or terminate at
any time or from time to time the Plan without further approval of
the stockholders. Any such termination or suspension of the Plan
shall not affect Options already granted and such Options shall
remain in full force and effect as if the Plan had not been
terminated or suspended. No Option may be granted while the Plan is
suspended or after it is terminated.
11. REQUIREMENTS OF GOVERNING LAW
11.1 Requirements of Law. The granting of Options and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules
and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required. The Plan is
intended to conform to the extent necessary with all provisions of
the Securities Act and the Exchange Act and any and all regulations
and rules promulgated by the Securities and Exchange Commission
thereunder, including without limitation Rule 16b-3 of the Exchange
Act. Notwithstanding anything herein to the contrary, the Plan shall
be administered, and Options shall be granted and may be exercised,
only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and
Options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
11.2 Governing Law. To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Delaware.
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12. EFFECT OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS
Except as expressly provided herein, the adoption of the Plan shall not affect
any other compensation or incentive plans in effect for the Company or any
Subsidiary. Nothing in the Plan shall be construed to limit the right of the
Company or any Subsidiary (a) to establish any other form of incentives or
compensation for directors of the Company or (b) to grant or assume options
otherwise than under the Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the grant or assumption of options in
connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, firm or
association.
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TRANSTECHNOLOGY CORPORATION
150 ALLEN ROAD
LIBERTY CORNER, NJ 07938
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael J. Bertholot, Joseph F. Spanier and
Monica Aguirre, or any two of them, as Proxy, each with the power to appoint
his/her substitute, and hereby authorizes them to represent and to vote as
designated on the reverse side, all the shares of Common Stock, Par Value $0.01
per Share, of TransTechnology Corporation held of record by the undersigned on
August 10, 2001 at the annual meeting of shareholders to be held on September
13, 2001, or any adjournment thereof (the "Meeting"). 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 the election
of all of the nominees and FOR the approval of the Company's Amended and
Restated 1998 Non-Employee Directors' Stock Option Plan. This proxy when
properly executed will be voted in the discretion of the Proxy upon such other
business as may properly come before the Meeting.
_______________________________________________________________________________
| PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED |
| ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. |
|______________________________________________________________________________|
_______________________________________________________________________________
| Please sign exactly as your name(s) hereon. When shares are held by joint |
| tenants, both should sign. When signing as attorney, executor, administrator,|
| trustee or guardian, please give full title as such. If a corporation, please|
| sign in the full corporate name by the President or other authorized officer.|
| If a partnership, please sign in partnership name by an authorized person. |
_______________________________________________________________________________
HAS YOUR ADDRESS CHANGED?
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
35
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ------------------------------------------------
TransTechnology Corporation
- ------------------------------------------------
Mark box at right if an address change or [ ]
comment has been noted on the reverse
side of this card.
CONTROL NUMBER: 4499988381695
RECORD DATE SHARES: 600.000
Please be sure to sign ------------------------
and date this Proxy. | Date |
- -------------------------------------------------
| |
| |
- -- Shareholder sign here ------------------------
DETACH CARD
1. Election of Directors
(01) Daniel H. Abramowitz For All With- For All
(02) Gideon Argov Nominees hold Except
(03) Walter Belleville [ ] [ ] [ ]
(04) Michael J. Berthelot
(05) Thomas V. Chema
(06) Jan Naylor Cope
(07) John H. Dalton
(08) Michel Glouchevitch
(09) James A. Lawrence
(10) William J. Recker
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the nominee's(s) name(s).
The undersigned hereby confer(s) upon the Proxy discretionary authority with
respect to the election of Directors in the event that any of the above
nominees is unable or unwilling to serve at the Meeting.
For Against Abstain
2. Proposal to approve the Company's [ ] [ ] [ ]
Amended and Restated 1998 Non-Employee
Directors' Stock Option Plan.
3. In their discretion, the Proxy is authorized to vote upon such other business
as may properly come before the Meeting.
DETACH CARD