SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT
TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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|_| Filed by a Party Other than the Registrant
Check the appropriate box:
|_| Preliminary Proxy Statement
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14a-6(e)(2)
|x| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HelpMate Robotics Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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|_| 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 off its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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HELPMATE ROBOTICS INC.
22 Shelter Rock Lane
Danbury, Connecticut 06810
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 20, 1999
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The 1999 Annual Meeting of the Shareholders of HelpMate Robotics Inc. will
be held at the Company's headquarters, 22 Shelter Rock Lane, Danbury,
Connecticut on Thursday, May 20, 1999 at 10:00 a.m. for the following purposes:
1. To elect five (5) directors for a term to expire at the 2000 Annual
Meeting.
2. To consider and vote upon a proposal to ratify the appointment of Arthur
Andersen LLP as the Company's independent auditors for fiscal 1999.
3. To act upon any and all matters incident to the foregoing and transact
such other business as may properly come before the meeting and any and
all adjournments or postponements thereof.
The proposals to be acted upon at the meeting is further described in detail in
the attached Proxy Statement. Only shareholders of record at the close of
business on April 9, 1999 (the "Record Date") will be entitled to notice of and
to vote at the meeting and any adjournments or postponement thereof.
If your shares are held of record by a broker, bank or other nominee and you
wish to attend the meeting, you must obtain a letter from the broker, bank or
other nominee confirming your beneficial ownership of the shares and bring it to
the meeting. In order to vote your shares at the meeting, you must obtain from
the record holder a proxy issued in your name.
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD.
ACCORDINGLY, YOU ARE ENCOURAGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
IN THE REPLY ENVELOPE PROVIDED AS SOON AS POSSIBLE. THANK YOU FOR ACTING
PROMPTLY.
By Order of the Board of Directors,
Prudence Shepard
Assistant Secretary
April 16, 1999
HELPMATE ROBOTICS INC.
22 Shelter Rock Lane
Danbury, Connecticut 06810
(203) 798-8988
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PROXY STATEMENT
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Introduction
This proxy statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors (the "Board") of HelpMate Robotics Inc., a
Connecticut corporation (the "Company"). Proxies are being solicited for use at
the Annual Meeting of Shareholders to be held at 10:00 a.m., local time, on
Thursday, May 20, 1999, at the offices of the Company, 22 Shelter Rock Lane,
Danbury, Connecticut 06810, and for all adjournments and postponements thereof
(the "Annual Meeting").
Only shareholders of record (the "Shareholders") as of the close of business on
April 9, 1999, the record date for the Annual Meeting (the "Record Date"), will
be entitled to notice of and to vote at the Annual Meeting. At the close of
business on the Record Date, 14,201,402 shares of the Company's Common Stock
were outstanding and entitled to vote at the Annual Meeting. Each share of
Common Stock is entitled to one vote.
The Notice of Annual Meeting, this proxy statement, and the accompanying proxy
are first being mailed on or about April 16, 1999 to shareholders of record as
of the close of business on the Record Date.
You can ensure that your shares are voted at the Annual Meeting by signing,
dating and promptly returning the enclosed proxy in the envelope provided.
Sending in a signed proxy will not affect your right to attend the meeting and
vote in person. You may revoke your proxy at any time before it is voted by
notifying the Company's Transfer Agent, American Stock Transfer & Trust Company,
40 Wall Street, New York, New York 10005 in writing or by executing a subsequent
proxy, which revokes any previously executed proxy or by voting in person at the
meeting.
The Company's principal executive offices are located at 22 Shelter Rock Lane,
Danbury, Connecticut, 06810.
Voting of Proxies and Outstanding Voting Securities
Proxies will be voted as specified by the shareholders. Where specific choices
are not indicated, proxies will be voted for proposals 1 and 2. Abstentions,
broker non-votes or in the case of proposal 1 only, instructions on the
accompanying proxy card to withhold authority to vote for the nominated
directors will result in such proposal receiving fewer votes. An affirmative
vote of the holders of at least a majority of the outstanding shares of Common
Stock entitled to vote and present, in person or by properly executed proxy,
will be required to approve both proposals. The total shares issued and
outstanding at the close of business on the Record Date was 14,201,402 shares of
Common Stock, each share of which is entitled to one vote. If no direction is
made proxies will be voted for the election of directors as set forth below, and
in favor of the ratification of the appointment of the independent auditors.
Information Concerning Solicitation and Voting
In order to constitute a quorum for the conduct of business at the Annual
Meeting, a majority of the outstanding shares of Common Stock entitled to vote
at the Annual Meeting must be represented at the Annual Meeting. If a share is
represented for any purpose at the Annual Meeting, it is deemed to be present
for all other matters. Shares represented by proxies that reflect abstentions or
broker non-votes will be counted as shares that are present and entitled to vote
for purposes of determining the presence of a quorum. Abstentions, broker
non-votes and votes withheld are not treated as votes cast at the Annual
Meeting, but will have the effect of a negative vote on Proposals 1 and 2
however, since the Company's certificate of incorporation requires the
affirmative vote of a majority of the shares represented at the Annual Meeting
and entitled to vote in order to approve an action.
Shareholders are encouraged to specify the way they wish to vote their shares by
marking the appropriate boxes on the enclosed proxy. All shares represented by
each properly executed, unrevoked proxy received in time for the Annual Meeting
will be voted in the manner specified therein. If the manner of voting with
respect to a proposal is not specified in an executed proxy received by the
Company, the proxy will be voted FOR approval of such proposal. Sending in a
signed proxy will not affect a Shareholder's right to attend the meeting and
vote in person. Any Shareholder giving a proxy in the form accompanying this
proxy statement has the power to revoke the proxy prior to its exercise. A proxy
may be revoked at any time before it is exercised by the Shareholder's
delivering a written instrument of revocation to the Company's Transfer Agent,
American Stock Transfer & Trust Company, 40 Wall Street, New York, New York
10005. A Shareholder may also revoke the proxy by presenting at the Annual
Meeting a duly executed proxy bearing a later date or time than the date or time
of the proxy being revoked. Finally, a proxy may be revoked if the Shareholder
is present at the Annual Meeting and elects to vote in person. Mere attendance
at the Annual Meeting will not serve to revoke a proxy.
The expense of soliciting proxies will be borne by the Company. The solicitation
will be by mail. Expenses include reimbursement paid to brokerage firms and
others for their expenses incurred in forwarding solicitation material regarding
the Annual Meeting to beneficial owners of the Company's Common Stock. Further
solicitation of proxies may be made by telephone or oral communication with
Shareholders by directors, officers and other employees of the Company who will
not receive additional compensation for the solicitation.
The Board does not intend to present any matters for a vote at the meeting
except for Proposals 1 and 2 described in this Proxy Statement. The persons
named in the proxy will, however, have discretionary voting authority regarding
any other business that may properly come before the Annual Meeting.
Information About Certain Beneficial Owners of Common Stock
The following table sets forth information based upon the Company's records and
Securities and Exchange Commission filings with respect to each executive
officer, each director and nominee for director, each person known to be a
beneficial owner of more than 5% of the Common Stock of the Corporation and all
executive officers and directors as a group as of April 9, 1999. Under the rules
and regulations of the Securities and Exchange Commission, a person is deemed to
own beneficially all securities of which that person owns or shares voting or
investment power as well as all securities which may be acquired through the
exercise of currently available conversion, warrant or option rights. Unless
otherwise indicated, each such person possesses sole voting and investment power
with respect to the shares owned by him.
Shares to be Percent
Beneficial Owner Beneficially Owned Ownership
---------------- ------------------ ---------
Connecticut Financial Developments, LP 1,014,188 7.14%
Transitions Two Limited Partnership(1) 451,234 3.17%
Robert Gault(2) 806,061 5.60%
Gabriel Kaplan(3) 1,209,091 8.34%
The Boston Group, LP(4) 2,411,866 14.52%
Connecticut Innovations, Incorporated(5) 3,078,675 20.42%
Joseph F. Engelberger(6) 1,994,374 13.57%
Fred T. Cordano(7) 26,555 (9)
Howard E. Motter(8) 0 0%
Joseph G. Cote(8) 0 0%
Theodore Sall(8) 3,000 (9)
Sheldon Sandler(8) 0 0%
All Directors and Executive
Officers as a Group (6)(7)(8) 2,020,929 13.73%
(1) Includes warrants to purchase 40,967 shares.
(2) Includes warrants to purchase 200,000 shares. This owner's address is 91
Shelby Street, Eminence, KY 40019.
(3) Includes warrants to purchase 300,000 shares. This owner's address is 9551
Hidden Valley Road, Beverly Hills, CA 90210.
(4) Consists of warrants to purchase 2,411,866 shares. This owner's address is
2049 Century Park East, Suite 3000, Los Angeles, CA 90067.
(5) Includes warrants to purchase 872,992 shares. This owner's address is 999
West Street, Rocky Hill, CT 06067.
(6) Includes 72,589 shares of common stock owned by Mr. Engelberger's wife,
Margaret Engelberger, but does not include shares beneficially owned by
Mr. Engelberger's adult children or his brother. Also includes 311,616
shares owned by the Joseph F. Engelberger Foundation. Also includes
warrants to purchase 420,326 shares, and options to purchase 57,126
shares.
(7) Includes options to purchase 26,364 shares.
(8) Does not include options to purchase 30,000 shares which are currently not
exerciseable.
(9) Less than one percent
Certain Relationships and Related Transactions
For a description of certain transactions between the Company and its Chairman
and President during the two most recent fiscal years, see Footnote 6 to the
Company's Financial Statements for the fiscal year
ended December 31, 1998 contained in the Company's Form 10-KSB for the year
ended December 31, 1998.
The Company currently employs Mr. Engelberger's brother, John Engelberger, as a
part-time Senior Sales Executive. Under the terms of John Engelberger's
employment agreement, he is currently entitled to a commission of $5,000 per
robotic courier system that he sells or rents and is successfully installed.
Total compensation paid to John Engelberger for the years ended December 31,
1998 and 1997 was $27,500 and $47,534, respectively.
The Company also employs Mr. Engelberger's daughter, Gay Engelberger, as the
Director of Marketing. Ms Engelberger receives an annual salary of $72,100 and
is eligible to participate in the Company's regular bonus plans and fringe
benefit programs.
Proposal 1. Election of Directors
The Board of Directors recommends a vote FOR the election of directors which is
designated as proposal No, 1 on the enclosed proxy card.
At the meeting five directors are to be elected to serve for a term to expire at
the 2000 Annual Meeting of the Shareholders. The nominees for these positions
are: Joseph F. Engelberger, Joseph G. Cote, Howard Motter, Theodore Sall, and
Sheldon Sandler. The accompanying proxy will be voted for the election of the
Board's nominees unless contrary instructions are given. If one or more of the
Board's nominees is unable to serve, which is not anticipated, the persons named
as proxies intend to vote, unless the number of nominees is reduced by the Board
of Directors, for such other person or persons as the Board of Directors may
designate. The nominees for the these positions are as follows:
Name Age Position
---- --- --------
Joseph F. Engelberger 73 Chairman, President, CEO and Director
Joseph G. Cote 57 Director
Howard Motter 51 Director
Theodore Sall 72 Director
Sheldon Sandler 54 Director
Mr. Engelberger co-founded the Company in 1984 and has served as a Director and
the Chairman since that time. Prior to that, Mr. Engelberger founded and served
as the first president of Unimation, Inc., the first industrial robotics
company, which was acquired by Westinghouse Electric Corporation. He also
founded and was the first president of Consolidated Controls Corporation, which
was ultimately acquired by Eaton Corporation. Mr. Engelberger has written
extensively on the subjects of instrumentation and robotics. Mr. Engelberger is
the father of Gay Engelberger, the Company's director of marketing. Mr.
Engelberger formerly served as a director of Anderson Group, Inc. and currently
serves as a director of EDO Corporation.
Mr. Cote has been a director of the Company since August 1997. Currently Mr.
Cote is an independent business consultant. Prior to that Mr. Cote served as
co-president and chief operating officer of Prospect Street Ventures, a venture
capital firm, until 1998.
Mr. Motter has been a director of the Company since September 1998. Currently
Mr. Motter is a management consultant. Prior to that Mr. Motter served as
President and Chief Executive Officer of Elekta Oncology Systems and President
and Chief Executive Officer of Elekta Canada, Inc. Mr. Motter also spent 26
years with Philips Medical Systems. Mr. Motter currently serves as a Director of
Quanta Vision, Inc.
Dr. Sall has been a director of the Company since March 1996. He currently is a
Professor Emeritus at Ramapo College of New Jersey. Prior to holding this
position, Dr. Sall was an Adjunct Professor of Clinical Medicine at the
University of Medicine and Dentistry, New Jersey School of Nursing from 1991 to
July 1995. Dr. Sall is also a Director of International Vitamin Corporation and
Fluro Scan Inc.
Mr. Sandler has been a director of the Company since March 1996. Mr. Sandler is
Chief Executive Officer and a founding partner of Bel Air Partners, a financial
consulting and investment banking firm. Previously Mr. Sandler was a managing
director with Ladenburg Thalmann & Co. Inc. Mr. Sandler was also a chief
examiner at the Securities and Exchange Commission.
Board of Directors - General
The Board of Directors held seven meetings in 1998. All of the directors
attended at least 75% of the meetings of the Board and the respective committees
of the Board of which they were a member during 1998 with the exception of Mr.
Sandler, who did not attend three Board meetings.
Compensation
The Company does not pay any additional remuneration to employees serving as
directors. The Company does pay $500 for each meeting attended to non-employee
directors. Directors' out-of-pocket expenses are not reimbursed by the Company.
Committees
The Board of Directors has the following standing Committees:
Audit Committee. The Audit Committee, which met once in 1998, consists of three
directors of the Company, all of whom are independent. The Audit Committee is
responsible for the engagement of the Company's independent auditors and reviews
with them the scope and timing of their audit services and any other services
which they are asked to perform, their report on the Company's accounts
following completion of the audit and the Company's policies and procedures with
respect to internal accounting and financial control. The Board of Directors has
appointed Messrs. Sall and Sandler as the members of the Audit Committee. There
is currently a vacancy on this Committee.
Compensation Committee. The Compensation Committee, which did not meet in 1998,
is responsible for making recommendations to the Board of directors with respect
to compensation and benefit levels of executive officers of the Company. The
Board has appointed Mr. Sall as the members of the Compensation Committee. There
is currently a vacancy on this Committee.
Stock Option Committee. The Stock Option Committee met twice in 1998. The Stock
Option Committee is responsible for administering the Company's 1988 Stock
Option Plan and for making recommendations to the Board regarding the
administration of the 1995 Stock Option Plan. The Board has appointed Messrs.
Cote and Sall to the Stock Option Committee.
Item 10: Executive Compensation
The following table sets forth certain information regarding compensation
awarded to, earned by, or paid to the Company's chief executive officer and each
other executive officer and employee whose salary and bonus for the fiscal year
ended December 31, 1998 exceeded $100,000.
Securities Underlying
Name and Position Fiscal Year Salary Options
----------------- ----------- ------ -------
Joseph F. 1998 $ 81,250 98,750
Engelberger
Chairman and Chief
Executive Officer 1997 100,000 55,000
1996 100,000 0
Thomas K. Sweeny 1998 $107,873 138,125
President (1)
1997 150,000 58,125
1996 150,000 0
Fred T. Cordano 1998 $103,000 65,300
Vice President
Manufacturing 1997 103,000 22,745
1996 101,750 0
(1) Mr. Sweeny died on August 6, 1998.
The Company has entered into an employment agreement with Mr. Engelberger. This
agreement contains noncompetition, nondisclosure and noninterference provisions.
Mr. Engelberger's employment agreement initially ran until December 31, 1998 and
is automatically renewable from year to year thereafter. Mr. Engelberger is
employed at fifty percent of normal working hours and, effective April 1, 1998,
receives an annual salary of $75,000. After the initial term, the agreement may
be terminated by Mr. Engelberger at any time and by the Company with at least
twelve months prior notice. If the Company provides less than twelve months
notice, it must continue to compensate Mr. Engelberger through the twelve-month
period.
The following table sets forth information on the exercise of stock options and
warrants issued to individuals named in the executive compensation table.
Shares Acquired
Upon Exercise Number of Securities Value of Unexercised
of Options Underlying in the Money Options
During Unexercised Options at at
Fiscal 1998 December 31, 1998 December 31, 1998
----------- ----------------- -----------------
Number Value Exercisable Unexerciseable Exercisable Unexerciseable
------ ----- ----------- -------------- ----------- --------------
Joseph F.
Engelberger 0 $0 56,613 80,543 $ 9,447 $14,509
Thomas K.
Sweeny 0 $0 166,250 -0- $31,050 0
Fred T. Cordano 0 $0 21,458 55,161 $ 3,261 $ 9,932
Proposal 2. Appointment of Auditors
The Board of Directors recommends a vote FOR the ratification of the appointment
of auditors which is designated as proposal No. 2 on the enclosed proxy card.
On the recommendation of the Audit Committee of the Board of Directors, the
Board has appointed Arthur Andersen LLP as auditors for the fiscal year ended
December 31, 1999, subject to ratification by Shareholders. Arthur Andersen LLP
has audited the Company's financial statements for 1998 and 1997.
Representatives of Arthur Anderson LLP are expected to attend the 1999 Annual
Meeting, where they will have the opportunity to make a statement if they wish
to do so and will be available to answer appropriate questions from the
Shareholders.
If the foregoing proposal is not approved at the meeting, or if prior to the
2000 Annual Meeting, Arthur Andersen LLP shall decline to act or otherwise
become incapable of acting, or if its engagement shall otherwise be discontinued
by the Board of Directors, then in any such case, the Board of Directors will
appoint other independent auditors whose engagement for any period subsequent to
the 1999 Annual Meeting will be subject to ratification by the Shareholders at
the 2000 Annual Meeting.
In order to reduce its auditing expenses, on January 21, 1998, the Company
appointed Arthur Andersen LLP as auditors for the fiscal year ended December 31,
1997 and terminated the appointment of Ernst & Young LLP as its auditors for
that year. Ernst & Young LLP had audited the Company's financial statements
since 1985.The reports of Ernst & Young on the financial statements of the
Company as of December 31, 1996 and 1995 did not contain an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles. In connection with the audits of the Company's
financial statements for each of the two years ended December 31, 1996 and in
the subsequent interim period, there were no disagreements with Ernst & Young on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures, which disagreements, if not
resolved to the satisfaction of Ernst &Young would have caused it to make
reference to the subject matter of the disagreement in their reports. The
decision to change accountants was ratified by the Audit Committee and by the
Board of Directors in May 1998.
THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 2.
Solicitation of Proxies
The cost of soliciting proxies for the 1999 Annual Meeting will be borne by the
Company. In addition to solicitation by mail, solicitations may also be made by
personal interview, telecopier, telegram and telephone. The Company will use the
services of American Stock Transfer & Trust Company to assist in soliciting
proxies, and expects to pay a nominal fee for such services. Arrangements will
be made with brokerage houses and other custodians, nominees and fiduciaries to
send proxies and proxy material to their principals. Consistent with the
Company's confidential voting procedure, directors, officers and other regular
employees of the Company, as yet undesigned, may also request the return of
proxies by telephone, telecopier, telegram or in person.
Shareholder Proposals
As more fully explained in the Company's Bylaws, shareholder proposals intended
to be presented at and Annual Meeting, including proposals for the nomination of
directors, removal of directors, amendments to the Company's Certificate of
Incorporation or Bylaws or the repeal of a bylaw, must be received in writing by
the Company's Secretary, no later than 50 days in advance of the annual meeting
of shareholders, or, if fewer than 50 days notice or prior public disclosure of
the meeting date is given or made by the Company, not later than the seventh day
after which notice was mailed or such public disclosure was made.
Incorporation by Reference
Footnote 6 to the Company's Financial Statements for the fiscal year ended
December 31, 1998 contained in the Company's Form 10-KSB for the year ended
December 31, 1998 has been incorporated by reference into this Proxy Statement
under the heading "Certain Relationships and Related Transactions."
Other Business
The Board does not intend to bring any matters before the Annual Meeting other
than those set forth in the accompanying notice. The Board of Directors does not
know of any matter other than those described in this proxy statement that will
be presented for action at the meeting. If other matters properly come before
the meeting, the persons named as proxies intend to vote the shares they
represent in accordance with their judgment. By Order of the Board of Directors,
Prudence Shepard
Assistant Secretary
April 16, 1999
PROXY
HELPMATE ROBOTICS INC.
Shelter Rock Lane, Danbury, Connecticut 06810
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph F. Engelberger and Fred T. Cordano
as proxies each with the power to appoint his or her substitute and hereby
authorizes each of them to vote, as designated on the reverse side, all the
shares of Common Stock of Helpmate Robotics Inc. held of record by the
undersigned on April 9, 1999 at the Annual Meeting of Shareholders to be held on
May 20, 1999, or any adjournment or postponement thereof.
(To be Signed on Reverse Side)
1. Election of Directors
_____ FOR all nominees listed at right (except as marked to the contrary
below)
_____ WITHHOLD AUTHORITY to vote for Nominees: Joseph F. Engelberger
all nominees listed at right. Joseph G. Cote
Howard E. Motter
Theodore Sall
Sheldon Sandler
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list at right.)
2. Proposal to ratify the appointment of Arthur Andersen LLP as the
independent auditors of HelpMate Robotics Inc. for fiscal 1999.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
PLEASE VOTE, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
Signature: _________________________ ______________________________
Dated: (Signature if held jointly)
Dated:
Note: Please sign exactly as name appears above. 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 full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.