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:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CORCOM, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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:
-------------------------------------------------------------------------
Notes:
CORCOM, INC.
844 EAST ROCKLAND ROAD
LIBERTYVILLE, ILLINOIS 60048
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 1996
To the Shareholders of
CORCOM, INC.
You are hereby notified that the Annual Meeting of Shareholders of CORCOM,
INC., will be held at the offices of said Company, 844 East Rockland Road,
Libertyville, Illinois, on Thursday, May 23, 1996 at 10:00 a.m. for the
following purposes:
1. Electing a Board of Directors to serve until the next annual meeting
of shareholders or until their respective successors shall have been
elected and qualified; and
2. Transacting such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on April 12, 1996 has been fixed as the record date
for determination of the shareholders entitled to notice of and to vote at
said meeting.
IF YOU DO NOT EXPECT TO BE PRESENT PERSONALLY AT THE MEETING, PLEASE DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
By Order of the Board of Directors
WALTER ROTH,
Secretary
April 22, 1996
PROXY STATEMENT
----------------
CORCOM, INC.
844 EAST ROCKLAND ROAD
LIBERTYVILLE, ILLINOIS 60048
----------------
The enclosed proxy is solicited by the Board of Directors of Corcom, Inc.
(the "Company") for the Company's annual meeting of shareholders to be held
May 23, 1996. Each proxy received will be voted as directed. If no direction
is indicated, the proxy will be voted FOR the election of the nominees named
below as directors as described below. Any proxy may be revoked at any time
prior to the voting thereof by notifying the Company, there being no formal
procedure required.
Only holders of the Company's 3,779,543 outstanding shares of common stock
of record at the close of business on April 12, 1996 will be entitled to vote
at the meeting. Each share is entitled to one vote on each matter to be voted
upon except for election of directors. Holders of shares of common stock have
cumulative voting rights for election of directors, which means that every
shareholder has the right to vote, for the number of shares owned by him, for
as many persons as there are directors to be elected, or to cumulate said
shares, and give one candidate as many votes as the number of directors
multiplied by the number of shares shall equal, or to distribute them on the
same principle among as many candidates as he shall think fit. There are no
conditions precedent to the exercise of cumulative voting rights.
Abstentions will be treated as shares present and entitled to vote but as
not voted for purposes of determining the approval of any matters submitted to
the shareholders for a vote. Abstentions will have the same effect as negative
votes. If a broker indicates on the proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect to that
matter.
The approximate date on which this Proxy Statement and the form of proxy
enclosed herewith are first to be sent or given to the Company's shareholders
is intended to be April 22, 1996.
ELECTION OF DIRECTORS
At the meeting a Board of seven directors is to be elected by plurality
vote. All of the nominees named below are presently directors of the Company.
Authority is solicited to vote the proxies cumulatively for a number of
nominees less than seven to the end of securing the election of as many of
them as possible if, in the discretion of the proxy holders, it becomes
advisable to do so. If any vacancy in the list of nominees should occur for
any reason (no reason being presently known), discretionary authority is
solicited to vote for the election of other persons. The term of office of the
directors to be elected will be until the next annual meeting of shareholders
(presently expected to be held May 15, 1997) or until their respective
successors shall have been elected and qualified, and the Company has no
reason to believe that the nominees named will not be available for election
as directors for their prescribed terms.
1
The Company's by-laws provide that no nomination for director other than the
nominees named below shall be accepted at the forthcoming annual meeting
unless (i) the name of the person so proposed is contained in a written notice
signed by a shareholder of the Company and delivered to the Secretary of the
Company (Walter Roth, Secretary, c/o D'Ancona & Pflaum, Suite 2900, 30 North
LaSalle Street, Chicago, IL 60602, fax number (312) 580-0923) at least ten
days before the date of the meeting (i.e., no later than May 13, 1996), or
(ii) the person so nominated is a substitute for a bonafide nominee designated
in accordance with the by-laws who since such designation has become unable to
serve. The Board of Directors is not aware of any other persons intending to
propose nominees for director.
The following table sets forth information with respect to each nominee for
director according to information furnished the Company by him:
NAME, AGE AND POSITIONS DIRECTOR OF
PRESENTLY HELD PRINCIPAL OCCUPATIONS COMPANY
WITH COMPANY DURING PAST FIVE YEARS SINCE
----------------------- ---------------------- -----------
George B. Berry, 59................. Private investor 1993
Member of executive compensation
committee
Werner E. Neuman, 70................ President of the Company 1955
President
David B. Pivan, 74.................. President, Pivan Management 1970
Member of audit committee Co. (management marketing
and financial consulting)
Herbert L. Roth, 72................. Self-employed as financial 1976(A)
Chairman of audit committee consultant and general
manager of several real
estate partnerships
James A. Steinback, 52.............. Chairman, President and 1991
Member of audit committee Treasurer of Magnecraft
Electric Co., Inc.
(manufacturer of electronic
components)
Gene F. Straube, 67................. President, Straube 1983
Chairman of executive compensation Associates, Incorporated
committee (electronics manufacturers'
representative)
Renato Tagiuri, 76.................. Professor Emeritus, 1986
Member of executive compensation Graduate School of Business
committee Administration, Harvard
University; consultant in
management of human
resources
- --------
(A)Also a director of the Company from 1956 to 1962.
Herbert L. Roth is also a director of Shelby Williams Industries, Inc. There
is no family relationship between any director or executive officer of the
Company. Herbert L. Roth is the brother of Walter Roth, who is Secretary of
the Company and a partner of the law firm of D'Ancona & Pflaum. During the
last fiscal year the Company retained D'Ancona & Pflaum as legal counsel, and
such retainer is continuing during the current fiscal year.
The Company had in effect a Directors' Stock Option Plan (the "1991
Directors' Plan") which provided that on March 15 of each of the years 1991,
1992 and 1993 each director of the Company who was not a full-time
2
employee of the Company received an option for 6,000 shares of the Company's
common stock with an exercise price of 100% of fair market value on the
applicable date of grant. A plan (the "1994 Directors' Plan"), approved in
1994, provided for similar options in 1994, 1995 and 1996. The following table
furnishes information with respect to option grants and option exercises under
the 1991 and 1994 Directors' Plans for the period from January 1, 1995 through
December 31, 1995 for all eligible directors as a group. (Five of the current
seven directors received options in 1995. Mr. Neuman was not eligible to
receive an option because he is a full-time employee of the Company and Mr.
Berry voted against the 1994 Directors' Plan and declined the option grants in
1994, 1995 and 1996.) Options under the plans become fully exercisable six
months after date of grant and expire five years from date of grant subject to
earlier termination in certain circumstances in the event of termination as a
director.
ALL ELIGIBLE
DIRECTORS AS A GROUP
--------------------
Options granted:
Number of Options..................................... 30,000
Average per share exercise price...................... $3.00
Options exercised:
Number of Options..................................... 66,000
Average per share exercise price...................... $1.61
The Company pays each director who is not an employee of the Company the sum
of $500 plus expenses for each Board meeting attended, plus an annual retainer
of $5,000 payable in equal quarterly installments.
BOARD MEETINGS AND COMMITTEES
The Company has an audit committee and an executive compensation committee.
The Company does not have a nominating committee. The Board of Directors held
four meetings, the audit committee held two meetings and the executive
compensation committee held two meetings during 1995. No incumbent director
except Messrs. Berry and Steinback attended fewer than 75% of the aggregate of
Board and committee meetings of which he was a member.
The function of the audit committee is to review with the auditors for the
Company the scope and adequacy of the audit of the Company's accounts to be
made by the auditors and the accounting practices, procedures and policies of
the Company. The function of the executive compensation committee is to
examine and make recommendations to the Board as to the compensation to be
paid to the executives of the Company and to exercise the duties of the
committees under the Company's Key Employees' Incentive Stock Option Plans and
Directors' Stock Option Plans.
BENEFICIAL OWNERSHIP OF SHARES
The following information is furnished as of March 15, 1996 (except as
otherwise indicated) to indicate beneficial ownership of the Company's common
stock by each director and nominee, by certain executive officers of the
Company, by all directors and executive officers as a group, and by each
person known to the Company to be the beneficial owner of more than 5% of the
Company's outstanding common stock. Such
3
information has been furnished to the Company by the indicated owners. Unless
otherwise indicated, beneficial ownership is direct.
NAME (AND ADDRESS IF MORE THAN 5%) OF AMOUNT BENEFICIALLY
BENEFICIAL OWNER OWNED PERCENT
------------------------------------- ------------------- ------------
Directors and nominees:
George B. Berry............................ 583,000(A) 15.4
Omicron Capital Partners ("Omicron")
980 Ikena Circle
Honolulu, HI 96821
Werner E. Neuman........................... 1,008,299(B) 26.5
c/o Corcom, Inc.
844 East Rockland Road
Libertyville, IL 60048
David B. Pivan............................. 93,000(C) 2.5
Herbert L. Roth............................ 41,000(D) 1.1
James A. Steinback......................... 395,500(E) 10.5
Magnecraft Electric Co., Inc.
211 Waukegan Road
Northfield, IL 60093
Gene F. Straube............................ 74,604(F) 2.0
Renato Tagiuri............................. 49,750(D) 1.3
Additional executive officers:
Thomas J. Buns............................. 38,000(G) 1.0
Michael P. Raleigh......................... 6,910(H) Less than 1%
All directors and executive officers as a 2,290,063(I) 58.2
group.....................................
Additional 5% owners:
Dimensional Fund Advisors, Inc. ("Dimen- 198,600(J) 5.3
sional")................................
1299 Ocean Avenue
Santa Monica, CA 90401
FMR Corp................................. 207,000(K) 5.5
82 Devonshire Street
Boston, MA 02109
- --------
(A) Shares are owned by Omicron, a general partnership whose partners are
George B. Berry and his wife, Carolyn A. Berry.
(B) Includes 32,000 stock options deemed exercised solely for purposes of
showing total shares owned by Mr. Neuman. Also includes 33 shares owned
by Mr. Neuman's spouse, as to which he disclaims beneficial ownership.
(C) Includes 6,000 stock options deemed exercised solely for purposes of
showing total shares owned by Mr. Pivan.
4
(D) Includes 24,000 stock options deemed exercised solely for purposes of
showing total shares owned by such person.
(E) Consists of 10,000 shares owned by Mr. Steinback, 379,500 shares owned
by a corporation of which Mr. Steinback is the controlling stockholder,
and 6,000 stock options deemed exercised solely for purposes of showing
total shares owned by Mr. Steinback.
(F) Consists of 17,900 shares owned by Mr. Straube, 32,704 shares owned by
Straube Associates, Incorporated, of which Mr. Straube is president, a
director and majority shareholder, and 24,000 stock options deemed
exercised solely for purposes of showing total shares owned by Mr.
Straube. Does not include shares held by Straube Associates Profit
Sharing Plan.
(G) Consists of 38,000 stock options deemed exercised solely for purposes
of showing total shares owned by Mr. Buns.
(H) Includes 5,000 stock options deemed exercised solely for purposes of
showing total shares owned by Mr. Raleigh.
(I) Includes 159,000 stock options deemed exercised solely for purposes of
showing total shares owned by such group.
(J) The Company has been advised by communication from Dimensional dated
February 9, 1996, as follows: The above holding was as of December 31,
1995 and Dimensional, a registered investment advisor, is deemed to
have beneficial ownership of 198,600 shares, all of which are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-
end investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
(K) Schedule 13G shows no voting power and sole power to dispose or direct
the disposition of 207,000 shares at December 31, 1995; and that
Fidelity Management and Research Company, a wholly owned subsidiary of
FMR Corp. and an investment adviser, is the beneficial owner of 207,000
shares as a result of acting as investment adviser to various
investment companies.
The Company is advised that Mr. Pivan filed a single late report under
section 16(a) of the Securities Exchange Act of 1934, reporting three
transactions, and that Mr. Raleigh filed a single late report reporting an
initial holding.
5
EXECUTIVE COMPENSATION
There is shown below certain information concerning the compensation of each
executive officer of the Company whose total annual salary and bonus exceeded
$100,000 for 1995.
SUMMARY COMPENSATION TABLE
LONG
TERM
COMPENSATION
ANNUAL ---------------------
COMPENSATION AWARDS
------------------ --------------------- ALL OTHER
NAME AND PRINCIPAL SECURITIES COMPENSATION
POSITION YEAR SALARY($) BONUS($) UNDERLYING OPTIONS(#) ($)(1)
- ------------------ ---- --------- -------- --------------------- ------------
Werner E. Neuman........ 1995 212,000 155,000 10,000 8,098
President 1994 206,000 71,465 20,000 5,341
1993 197,636 -0- 20,000 5,969
Thomas J. Buns.......... 1995 106,000 77,500 10,000 7,021
Vice President and
Treasurer 1994 103,000 35,733 20,000 6,418
1993 93,215 -0- 20,000 5,724
Michael P. Raleigh...... 1995 80,000 22,422 5,000 1,209
Vice President of Engi-
neering and Quality
Assurance(2)
- --------
(1) Consists of Company's "matching" contributions under its 401(k) plan;
payments under the Company's medical reimbursement plan, which covers all
officers of the Company who are employees and provides certain medical
benefits not to exceed $5,000 for any one participant (and his family) in
any fiscal year; and Company payments for $100,000 term life insurance for
officers (such officers have no interest in any cash surrender value under
such policies). Such payments were as follows for the years 1995, 1994 and
1993: 401(k) plan: Neuman: $2,310, $2,310 and $2,182; Buns: $1,770, $1,208
and $699; and Raleigh (for 1995): $1,209. Medical plan: Neuman: $4,185,
$1,570, and $2,437; Buns: $5,000, $5,000 and $4,848; and Raleigh (for
1995): -0-. Insurance: Neuman: $1,603, $1,461 and $1,350; Buns: $251, $210
and $177; and Raleigh (for 1995): -0-. The aggregate amount of any
perquisites or other personal benefits was less than 10% of the total of
annual salary and bonus and is not included in the above table.
(2) Mr. Raleigh became an executive officer upon his election to this position
in August, 1995. Prior to such election he was the Company's Vice
President of Engineering.
The Company has adopted an executive profit sharing bonus plan for 1996
based upon meeting certain goals for pre-tax, pre-bonus earnings, return on
net assets and earnings per share for 1996. If goals are met, certain
percentages of earnings will be allocated to a bonus pool to be split by the
executives in proportion to their individual salaries. Similar plans were in
effect for 1995, 1994 and 1993. Bonuses were earned under the plan for 1995
and 1994 as set forth in the above table, but not for 1993.
Mr. Neuman has an agreement with the Company for his employment as President
at a minimum compensation of $150,000 per annum for a term to continue in
effect until terminated by either party on specified prior written notice. In
the event of the death of Mr. Neuman while in the employ of the Company, the
Company shall pay an amount equal to twice the annual basic compensation in
effect at the time of death to Mr. Neuman's wife, children or estate. Such
amount shall be paid in equal monthly installments over 24 months following
the
6
month of death. Upon a termination of Mr. Neuman's employment for any reason,
other than death, subsequent to a change in control (as defined), Mr. Neuman
shall be entitled to all amounts then due to him under the agreement and to a
lump sum termination payment equal to 250% of the average of his annual
minimum and bonus compensation for services during the three years preceding
such termination of employment. Upon written notice by Mr. Neuman to the
Company that a change in control is intended or contemplated or shall occur in
the future, the Company will be obligated to place in escrow the amounts
necessary to fund the amounts due to Mr. Neuman as described in the preceding
sentence.
Mr. Buns has an agreement with the Company for his employment at a minimum
basic compensation of $80,000 per annum. The agreement may be terminated by
either party on six months prior written notice. Upon a termination of
employment for any reason by the Company, other than cause (as defined), or
death, subsequent to a change in control (as defined), Mr. Buns shall be
entitled to all amounts then due him and to a lump sum termination payment
equal to 100% of the average of his annual minimum and bonus compensation for
services during the year preceding such termination.
EMPLOYEE STOCK OPTIONS
The Company has stock option plans under which stock options are granted to
key employees. All options are incentive stock options and are granted at 100%
of fair market value at time of grant, except that options to Werner E. Neuman
are granted at 110% of fair market value at time of grant. All options become
exercisable 40% after one year, 60% after two years, 80% after three years and
100% after four years after date of grant, and expire five years after date of
grant.
Shown below is information with respect to individual grants of stock
options made during the last completed fiscal year to the executive officers
named in the summary compensation table.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (1)
---------------------------------------------- --------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- ---------- ------------ ----------- ---------- ------------ -------------
Werner E. Neuman........ 10,000 25 3.575 2/28/00 9,877 21,826
Thomas J. Buns.......... 10,000 25 3.25 2/28/00 8,979 19,842
Michael P. Raleigh...... 5,000 12.5 3.25 2/28/00 4,490 9,921
- --------
(1) The assumed annual rates of stock price appreciation of 5% and 10% are set
by SEC rules and are not intended as a forecast of possible future
appreciation in stock prices.
Shown below is information with respect to exercises of stock options during
the last completed fiscal year by the executive officers named in the summary
compensation table and the fiscal year-end value of unexercised options.
7
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
SHARES
ACQUIRED NUMBER OF SHARES VALUE OF UNEXERCISED
ON VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
EXERCISE REALIZED OPTIONS AT FY-END (#) FY-END ($)
NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- -------- -------- ------------------------- -------------------------
Werner E. Neuman........ 10,000 5,000 35,000/30,000 223,300/191,400
Thomas J. Buns.......... 10,000 60,343 17,000/39,000 108,460/248,820
Michael P. Raleigh...... 7,000 31,611 -0-/13,000 -0-/ 82,940
REPORT OF EXECUTIVE COMPENSATION COMMITTEE
AND BOARD OF DIRECTORS
This report of the executive compensation committee and Board of Directors
shall not be deemed incorporated by reference by any general statement
incorporating this Proxy Statement by reference into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Acts"),
except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The Company applies a consistent philosophy to compensation for all
employees, including senior management. This philosophy incorporates the
following themes:
1. Compensation programs should support the short- and long-term
strategic goals and objectives of the Company.
2. Compensation programs are critical in attracting and retaining well
qualified executives and other employees.
3. Compensation should be based on individual contribution; however,
amounts earned by executives in variable compensation programs should be
dictated by how the Company performs.
4. Compensation should be competitive with amounts paid for employees of
comparable qualifications, experience, and responsibilities at similar
businesses.
The executive compensation committee utilizes an independent outside
consultant to monitor several salary surveys of businesses of similar size and
type as the Company to ensure that salaries remain competitive. The exact
names of businesses included in these surveys are not known to the Company, so
it is not possible to tell if they are the same group as those included in the
NASDAQ Electronic Component Stock Index group shown in the performance graph
below.
The Company has a simple compensation program that consists of salary and
performance bonus components and employee stock options. The salary portion of
the compensation program is established based on the philosophy outlined
above. The performance bonus component is tied to certain earnings per share
and return on sales objectives.
8
The executive compensation committee reviews and approves recommendations
concerning the compensation of the President of the Company. The full Board of
Directors reviews the Company's operating profit target levels and the bonus
component of the compensation of the Company officers other than the President
of the Company.
The executive compensation committee determines the granting of options
under the Company's employee stock option plans. These plans provide
additional incentives to maximize shareholder value. The plans also utilize
vesting periods to encourage recipients of options to continue in the employ
of the Company. The Company grants stock options to its executive officers and
to a number of additional key employees.
EXECUTIVE COMPENSATION
COMMITTEE BOARD OF DIRECTORS
---------------------- ------------------
Gene F. Straube, Chairman George B. Berry
George B. Berry Werner E. Neuman
Renato Tagiuri David B. Pivan
Herbert L. Roth
James A. Steinback
Gene F. Straube
Renato Tagiuri
9
PERFORMANCE GRAPH
The performance graph below shall not be deemed incorporated by reference by
any general statement incorporating this Proxy Statement by reference into any
filing under the Acts, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The graph below compares cumulative total return on the Company's common
stock, for the five-year period shown, compared with the Standard & Poor's 500
Index and the NASDAQ Electronic Component Stock Index (fiscal years ending
December 31), assuming $100 invested on January 1, 1991 in the Company's
common stock and in each index and assuming reinvestment of dividends.
[PERFORMANCE GRAPH APPERAS HERE]
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Corcom, Inc. ..................................... 100 89 95 167 244 600
S&P 500 Index..................................... 100 131 140 155 157 215
NASDAQ Elec. Comp. Index.......................... 100 142 223 306 338 560
10
TRANSACTIONS INVOLVING THE COMPANY
Gene F. Straube, a director of the Company, is president, a director and
majority shareholder of Straube Associates, Incorporated ("Associates") and
Straube Associates Mountain States, Incorporated ("Mountain"), sales
representatives of the Company. Commissions received by Associates and
Mountain from the Company for 1995 were approximately $167,000 and $42,300,
respectively, and it is anticipated that the sales representation will
continue during 1996. Associates and Mountain are compensated on the same
basis as other representatives of the Company. The Company is advised by
Associates and Mountain that commissions received by Associates from the
Company during Associates' last fiscal year were in excess of 5% of
Associates' consolidated gross revenues for its last full fiscal year, that
such commissions from Mountain were less than 5% of Mountain's consolidated
gross revenues for its last fiscal year, and that such commissions during each
of Associates' and Mountain's respective current fiscal year are expected to
exceed 5% of each such company's respective consolidated gross revenues for
its last full fiscal year.
INFORMATION REGARDING INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. served as independent public accountants for the
fiscal year ended December 31, 1995. One or more representatives of Coopers &
Lybrand L.L.P. are expected to be present at the annual meeting and to be
available to respond to any questions raised at the meeting and make any
comments they deem appropriate.
The Board of Directors has not yet selected independent public accountants
for 1996. The audit committee of the Board is expected to review the matter
and to make a recommendation for the full Board's consideration.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the next annual
meeting must be received by the Company for inclusion in the Company's proxy
statement and form of proxy relating to the meeting not later than December
24, 1996.
GENERAL
The Company will bear the cost of solicitation of proxies. In addition to
being solicited by mail, proxies may be solicited personally or by telephone
or telegraph. The Company will reimburse brokerage houses and other
custodians, nominees and fiduciaries for forwarding proxy materials to
principals in obtaining their proxies.
THE COMPANY WILL PROVIDE WITHOUT CHARGE (EXCEPT FOR EXHIBITS) TO ANY RECORD
OR BENEFICIAL OWNER OF ITS SECURITIES, ON WRITTEN REQUEST, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO. EXHIBITS TO SAID REPORT WILL BE
PROVIDED UPON PAYMENT OF FEES LIMITED TO THE COMPANY'S REASONABLE EXPENSES IN
FURNISHING SUCH EXHIBITS. WRITTEN REQUESTS SHOULD BE DIRECTED TO CORCOM, INC.,
DEPARTMENT 10-K, 844 EAST ROCKLAND ROAD, LIBERTYVILLE, ILLINOIS 60048.
11
The Board of Directors is not aware of any matter which is to be presented
for action at the meeting other than the matters set forth herein. Should any
other matter requiring a vote of the shareholders arise, the proxies in the
enclosed form confer upon the person or persons entitled to vote the shares
represented by such proxies discretionary authority to vote the same in
respect of any such other matter in accordance with their best judgment in the
interest of the Company.
WALTER ROTH
Secretary
Dated: April 22, 1996
12
CORCOM, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1996
The undersigned shareholder of CORCOM, INC. hereby appoints WERNER E. NEUMAN,
DAVID B. PIVAN and HERBERT L. ROTH, each with full power of substitution, as
attorneys and proxies to vote all of the shares of stock of said Company which
the undersigned is entitled to vote at the Annual Meeting of Shareholders of
said Company to be held on Thursday, May 23, 1996 at 10:00 a.m. at the offices
of the Company, 844 East Rockland Road, Libertyville, Illinois, or at any
adjournments thereof, with all powers the undersigned would possess if
personally present, as indicated below, and for the transaction of such other
business as may properly come before said meeting or any adjournment thereof,
all as set forth in the April 22, 1996 Proxy Statement for said meeting.
A majority of the members of said Proxy Committee who shall be present in
person or by substitute at said meeting, or in case but one shall be present
then that one, shall have and exercise all powers of said Proxy Committee.
THIS PROXY WILL BE VOTED AS DIRECTED BUT IF NO DIRECTION IS INDICATED WILL BE
VOTED FOR PROPOSAL (1) DESCRIBED HEREIN. ON OTHER MATTERS THAT MAY COME BEFORE
SAID MEETING, THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE ABOVE-NAMED
PERSONS.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
-----------
SEE REVERSE
SIDE
-----------
- -------------------------------------------------------------------------------
[x] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. Election of Directors
FOR ALL NOMINEES [_] WITHHELD FROM ALL NOMINEES [_]
(EXCEPT AS MARKED)
NOMINEES: George B. Berry, Werner E. Neuman, David B. Pivan, Herbert L. Roth,
James A. Steinback, Gene F. Straube, Renato Tagiuri. (Discretionary
authority is granted to cumulate votes for a lesser number of persons
than the number of nominees named above.)
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on line below):
_______________________________________________________________________________
SIGNATURE(S): ________________________________________ DATE: __________________
Note: Please sign exactly as your name or names appear above. If the stock is
registered in the name of more than one person, the proxy should be signed
by all named holders. When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If a corporation, please sign
in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.