UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. ______)
Check the appropriate box:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5
(d)(2))
[X] Definitive Information Statement
LAW ENFORCEMENT ASSOCIATES CORPORATION
----------------------------------------
(Name of registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box): [X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 7, 2006
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Law
Enforcement Associates Corporation (the "Company") will be held at 100 A Hunter
Place, Youngsville, North Carolina, on August 7, 2006, at 10:00 a.m. EDT. The
accompanying Information Statement is being delivered in connection with:
1. The election of the named nominees to our Board of Directors for the
terms indicated;
2. The ratification of the appointment of Baum & Company, P.A., as our
independent registered public auditors for the fiscal year ending
December 31, 2006;
3. The transaction of such other business as may properly come before the
meeting.
The Company's Board of Directors and shareholders holding a majority of our
outstanding common stock as of June 29, 2006, voting together as a class,
carefully considered the above actions, as more fully described in the
accompanying Information Statement, determined that each of the actions is in
the best interests of the Company and its shareholders and have consented to the
actions. You are being provided with notice of the same, and are being furnished
with an information statement relating to this action with this letter. The
approval by the shareholders will not become effective until 20 days from the
date of the mailing of this Information Statement to the Company's shareholders.
As such, the actions will be effective immediately following the Annual Meeting.
THEREFORE, WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
By Order of the Board of Directors,
/s/ Paul Feldman
-----------------
Paul Feldman
President
June 29, 2006
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LAW ENFORECMENT ASSOCIATES CORPORATION
INFORMATION STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 7, 2006
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
Our Annual Meeting of Shareholders will be held on August 7, 2006,
commencing at 10:00 a.m. EDT at 100 A Hunter Place, Youngsville, North
Carolina.. This Information Statement has been filed with the Securities and
Exchange Commission (the "SEC") and is first being mailed on or about July 1,
2006 to holders of record on June 30, 2006 the "Record Date") of the outstanding
common stock of Law Enforcement Associates Corporation. You are being provided
with this Information Statement pursuant to Section 14(c) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 14C and
Schedule 14C thereunder.
Our Board of Directors has approved and recommended the following actions:
1. The election of the named nominees to our Board of Directors for the
terms indicated;
2. The ratification of the appointment of Baum & Company, P.A. as our
independent registered public auditors for the fiscal year ending
December 31, 2006;
3. The transaction of such other business as may properly come before the
meeting.
As of the close of business on the Record Date, we had 25,132,436 shares of
common stock outstanding. Shareholders owning a majority of our outstanding
voting stock have consented to the above actions. The consent of our
shareholders constituted a total of 15,229,823 shares, or approximately 61% of
our outstanding voting stock as of the Record Date. Because the consenting
shareholders control more than a majority of the voting power, we are not
soliciting any proxies. The written consent will be effective immediately
following the adjournment of our Annual Meeting.
The expenses of mailing this Information Statement will be borne by the
Company, including expenses in connection with the preparation and mailing of
this Information Statement and all documents that now accompany or may in the
future supplement it.
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The description of the proposals set forth above is intended only as a
summary. Information concerning the matters to be acted upon at the meeting is
contained in the accompanying Information Statement, which we urge you to read
carefully.
The following document as filed with the U.S. Securities and Exchange
Commission by the Company is incorporated herein by reference:
Annual Report on Form 10-KSB/A for the year ended December 31, 2005.
DISSENTERS' RIGHT OF APPRAISAL
No action has been taken in connection with the corporate actions described
herein by our Board of Directors or the voting shareholders for which Nevada
law, our articles of incorporation or bylaws provide a right of a shareholder to
dissent and obtain appraisal of or payment for such shareholder's shares. Our
shareholders do not have dissenters' rights with respect to the matters to be
approved by the shareholders as described in this information statement.
VOTING SECURITIES
As of the close of business on the Record Date, we had 25,132,436 shares of
common stock outstanding. Each outstanding share of common stock is entitled to
one vote per share. Directors will be elected by a plurality of votes cast. As
of June 29, 2006, the holders of 15,229,823 shares, or approximately 61% of our
outstanding common stock have consented to the actions described herein.
THEREFORE, WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of June 29, 2006, with
respect to the number of shares of each class of voting stock beneficially owned
by (i) those persons known to us to be the owners of more than five percent of
any such class of our voting stock, (ii) each of our directors of and (iii) all
of our directors and executive officers as a group. Unless otherwise indicated,
each of the listed persons has sole voting and investment power with respect to
the shares beneficially owned by such shareholder. Unless otherwise indicated,
the address of each of the persons listed below is 100 A Hunter Place,
Youngsville, NC 27596.
Amount of Percentage of
Name and Address of Beneficial Beneficial
Beneficial Owner Ownership Ownership
- ---------------------------- --------------------- --------------------------
John H. Carrington 14,448,368(2) 57.49
Paul Feldman (1)(3) 491,146 1.95
Anthony Rand(1) 125,334 0.50
Martin L. Perry(1) 111,000 0.44
James J. Lindsay(1) 52,975 0.21
Joseph Jordan (1) 1,000 .0004
All Directors and Executive
Officers as a
Group (5 persons) 781,455 3.11
All person voting as a group 15,229,823 60.60%
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(1) Director of our company.
(2) Includes 8,333,368 shares owned by Sirchie Finger Print Laboratories,
Inc. ("Sirchie") Mr. John H. Carrington owns and controls 69.1% of its
outstanding shares of common stock.
(3) Officer of our company.
The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
rules and regulations promulgated under the Securities Exchange Act of
1934. Beneficially owned securities may include securities owned by and
for, among others, the spouse and/or minor children of an individual and
any other relative who has the same home as such individual. Beneficially
owned securities may also include other securities as to which the
individual has or shares voting or investment power or which such person
has the right to acquire within 60 days pursuant to the conversion of
convertible equity, exercise of options, or otherwise. Beneficial ownership
may be disclaimed as to certain of the securities.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, there will be an appointment of five directors. The
individuals named in the table below have been recommended by our Nominating
Committee and nominated by our Board of Directors (the "Board") to serve the
term set forth in the table below and until they are re-elected or until their
respective successors are duly elected and qualified.
All the nominees are currently Directors of the Company and each has
consented to continue serving as a Director. Upon the appointment of the
proposed slate of Directors, a majority of our Board will be "independent"
within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act")
and the director independence standards of the American Stock Exchange, as
currently in effect.
Directors are elected by a plurality of the votes cast by the shares
entitled to vote. "Plurality" means that the individuals who receive the largest
number of votes are elected as directors up to the maximum number of directors
to be chosen. Therefore, shares not voted, whether by withheld authority or
otherwise, have no effect in the election of directors.
Set forth below is biographical information for the persons nominated for
election to the Board of Directors including information furnished by them as to
their principle occupations at present and for the past five years, certain
directorships held by each, their ages as of June 29, 2006 and the year in which
each director became a director of the Company.
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There are no family relationships between any nominee and/or any executive
officers of the Company.
Directors, Executive Officers, Control Persons and Nominees
Biographical information regarding each of our directors, nominees,
executive officers and significant employees is shown below.
Name Age Position Proposed Term
- ---------------------------- ------- ------------------------------------------- ------------------------
Paul Feldman 49 President, Member of the Board of Directors One Years Expiring 2007
(nominee)
Anthony Rand 66 Member of the Board of Directors (nominee) One Year, Expiring 2007
Martin Perry 45 Member of the Board of Directors (nominee) One Year, Expiring 2007
General James Lindsay 73 Member of the Board of Directors (nominee) One Year, Expiring 2007
Joseph Jordan 58 Member of the Board of Directors (nominee) One Year, Expiring 2007
The principal occupations for the past five years (and, in some instances,
for prior years) of each of our nominees are as follows:
Paul Feldman has served as our President and Treasurer since August 2001.
Mr. Feldman was appointed as a director in May 2003. Mr. Feldman has served as
the President of Law Enforcement Associates, Inc. ("LEAI"), our wholly owned
subsidiary, since 1993. Mr. Feldman initially joined LEAI as the Eastern
Regional Sales Manager in 1989. From 1989 to 1993, Mr. Feldman served as the
Vice President of Sales for LEAI. Prior to joining our company, Mr. Feldman
received a Bachelor of Science from Duke University in 1978.
Anthony Rand has served as a director of our company since May 2003. Mr.
Rand is the Senate majority leader for the North Carolina Senate since 1995.
Senator Rand earned a B.A. in Political Science from the University of North
Carolina , Chapel Hill in 1961 and a J.D. from the University of North Carolina
Law School 1964. Senator Rand also is a consultant to Sonorex Inc. and the
President of Rand &Gregory, P.A- Senator Rand also serves on numerous Boards and
commissions such as the Board of Directors and treasurer, General Alumni
Association of the University of North Carolina
Martin Perry has served as a director of our company since May 2003. Mr.
Perry graduated from Brigham Young University 1985 with a degree in
Communications and played basketball for the Cougars. From 1994 thru 2006 Mr.
Perry was involved in Equipment Distributors, Raleigh North Carolina which works
exclusively with the law enforcement community.
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General James J. Lindsay has served as a director of the Company since
August 2004. General Lindsay retired from the Armed Services on July 1, 1990.
Currently, General Lindsay is president of the Airborne and Special Operations
Museum Foundation, and a Senior Observer with the Army's Battle Command Training
Program. Additionally, General Lindsey is a member of the United States Army
Ranger Hall of Fame and Officer Candidate School Hall of Fame, US Army Science
Board and Special Operations Advisory Group to the Secretary of Defense. He was
also the 1996 recipient of the Infantry's Doughboy Award, and the 1998 recipient
of the United States Special Operations Command Bull Simon Award.
Joseph A. Jordan has served as director since December 2004. on our as an
additional member of the Board of Directors of the Company. Mr. Jordan received
a B.S. in Accounting from Villanova University 1969 and was the former managing
partner Kopensky & Company CPA's. He is currently a partner in the accounting
firm of Jordan & Delaney LLP and is currently a member of the American Institute
of CPA's. In addition, the Company adopted a formal Audit Committee Charter.
Compensation of Directors
Outside directors are paid their expenses for attending each meeting of the
directors and are paid a fixed sum for attendance at each meeting of the
directors. No payment precludes any director from serving our company in any
other capacity and being compensated for the service. Members of special or
standing committees may be allowed like reimbursement and compensation for
attending committee meetings. The Company records an expense and assumes a
liability on the date meetings are held.
Board and Committee Meetings
Board Meetings
During fiscal year 2005, the Board of Directors held 3 meetings and all
Directors attended at least 75% of all meetings. Our policy is to expect each of
our Board members or nominees to attend each of our Annual Shareholders
Meetings, barring any reasonable conflicts.
Standing Committees
In December 23,2004, our Board formed an Audit Committee and an Corporate
Governance Charter. On January 24, 2006, our Board formed a Compensation
Committee. In August 2004, our Board adopted separate charters for our Audit
Committee and our Corporate Governance and Nominating Committee.
Audit Committee
As of the date of this Information Statement, our Audit Committee members
are Anthony Rand and Joseph Jordan.
Each member of the Audit Committee possesses the required level of
financial literacy and the current standards of requisite financial management
expertise required by applicable rules and regulations. The Audit Committee was
established according to the definition of "audit committee" as described in the
Exchange Act. None of the members of the Audit Committee have any relationship
to the Company or any of its subsidiaries or affiliates that may interfere with
the exercise of their independence from management and the Company. The Board
has determined that Joseph Jordan qualifies as its "audit committee financial
expert" as required by applicable rules and regulations.
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The Committee assists the Board of Directors in fulfilling its oversight
responsibility relating to (i) the integrity of our financial statements, the
financial reporting process, and the systems of internal accounting and
financial controls; (ii) the performance of our internal audit function; (iii)
the appointment, engagement, compensation and performance of the Company's
independent auditors and the evaluation of their qualifications and
independence; and (iv) our policies and legal and regulatory requirements,
including the Company's disclosure controls and procedures. Additionally, the
Committee, consistent with the Sarbanes-Oxley Act of 2002 and the related rules,
as amended, meets with management and the auditors prior to the filing of the
Officers' certification with the SEC to receive information concerning, among
other things, significant deficiencies in the design or operation of internal
controls. The independent auditors report directly to the Audit Committee.
The Audit Committee acts in accordance with a written charter adopted by
the Board of Directors. The Committee reviews this charter annually.
REPORT OF THE AUDIT COMMITTEE
The role of the Audit Committee is to oversee management's preparation,
presentation and integrity of its financial statements. Management is also
responsible for our accounting and financial reporting principles and internal
controls and procedures designed to assure that it is complying with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for auditing our financial statements and expressing an opinion as
to their conformity with accounting principles generally accepted in the United
States. The purpose of the Audit Committee is to monitor these activities.
The Audit Committee meets with the independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's systems of internal control, and the overall
quality of the Company's financial reporting. The Audit Committee has reviewed
the Company's internal controls with the Company's independent auditors and,
consistent with Section 302 of the Sarbanes-Oxley Act of 2002 and the rules
adopted thereunder, met with management and the auditors prior to the filing of
officers' certifications required by those rules to receive any information
concerning (a) significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data and (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
Company's internal controls.
It is not the Audit Committee's duty or responsibility to conduct auditing
or accounting reviews or procedures. Audit Committee members are not employees
of the Company and may not be, and may not represent themselves to be, or to
serve as, professional accountants or auditors. Members of the Audit Committee
rely, without independent verification, on the information provided to them and
on the representations made by management and the independent auditors.
In performing its oversight function, the Audit Committee has considered
and discussed the audited financial statements and unaudited quarterly financial
statements with management and the independent auditors, including a discussion
of the quality (not just the acceptability) of accounting principles, the
reasonableness of significant judgments and the clarity of disclosures in the
financial statements. The Audit Committee has also discussed with the
independent auditors the matters required to be discussed by the Statement on
Auditing Standards No. 61 (Communication with Audit Committees) as currently in
effect. The Committee has received the written disclosures and the letter from
the independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, currently in effect, and has discussed with
the auditors their independence from the company and its management, and
reviewed and approved the compatibility of non-audit services provided by the
independent accountants and approved the fees paid to them for the 2005 fiscal
year.
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The Audit Committee has adopted a policy regarding the pre-approval of
audit and permitted non-audit services to be performed by our independent
registered public accounting firm, Baum & Company, P.A. The Audit Committee
will, on an annual basis, consider and, if appropriate, approve the provision of
audit and non-audit services provided by Baum & Company, P.A. Thereafter, the
Audit Committee will, as necessary, consider and, if appropriate, approve the
provision of additional audit and non-audit services by Buam & Company, P.A.
which are not encompassed by the Audit Committee's annual pre-approval and are
not prohibited by law.
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above, the Audit Committee has recommended to the Board
that the audited financial statements be included in the Company's Annual Report
on Form 10-KSB/A for the year ended December 31, 2005. The Committee has also
recommended that the Company's shareholders appoint Baum & Company as the
Company's Independent Registered Public Accounting Firm (auditors) for the 2006
fiscal year. Submitted by the Audit Committee of Law Enforcement Associates
Corporation: Joseph Jordan,, Chairman Anthony Rand
PROPOSAL 2
RATIFICATION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Baum & Company served as our Independent Registered Public Accounting Firm
for the fiscal year ended December 31, 2005 and has been selected to serve as
the Company's Independent Registered Public Accounting Firm for the fiscal year
ended December 31, 2006. It is expected that a representative of Baum & Company,
P.A. will be present at the meeting. Such representative will have an
opportunity to make a statement at the meeting if they desire to do so, and are
expected to be available to respond to appropriate questions. The services to be
provided by Baum & Company, P.A. in 2006 will include performing the audit of
the 2006 financial statements and reviewing quarterly reports. Baum & Company,
P.A. has no direct or indirect interest in the Company.
Audit Fees, Audit Related Fees, Tax Fees and All Oher Fees
The following table presents fees for professional audit services rendered
by Baum & Company, P.A. for our audit of our annual financial statements for the
years ended December 31, 2005 and 2004, and fees billed for other services
rendered by Baum & Company, P.A.
2005 2004
----------- ----------
Audit Fees (1) $ 43,750 $ 31,600
Audit-Related Fees $ -0- $ -0-
Tax Services $ -0- $ -0-
All Other Fees $ -0- $ -0-
(1) Audit fees consist of fees for professional services rendered for our
financial statements and review of financial statements included in our
quarterly reports and our annual report.
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Audit Committee Pre-Approval Policies and Procedures
The Audit Committee charter provides that the Audit Committee will
pre-approve the fees and other significant compensation to be paid to the
independent auditors.
Each of the permitted non-audit services has been pre-approved by the Audit
Committee or the Audit Committee's Chairman pursuant to delegated authority by
the Audit Committee, other than de minimus non-audit services for which the
pre-approval requirements are waived in accordance with the rules and
regulations of the SEC.
Executive Compensation
The following table summarizes all compensation paid by us with respect to the
fiscal year ended December 31, 2004 and December 31, 2005 by our President, and
all other executive officers whose total cash compensation exceeded $100,000 in
the fiscal years ended December 31, 2004 and 2005 (collectively, the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
-------------------------------------------- ------------------------------------------
Awards Payouts
--------------------------- --------------
Other Annual Securities All other
Compen- Restricted Underlying Compen-
Name and Salary Bonus sation Stock Options/ LTIP Payouts sation
Principal Position Year (1) ($) ($) ($) Award(s) SARs (#) ($) ($)
- ------------------------ -------- ----------- ----------- ---------- ------------ -------------- -------------- -----------
Paul Feldman 2005 $ 134,940 $ 0 $ 0 172,500 0 $ 0 $ 0
President 2004 127,794 0 0 400,000 0 0 0
Executive Loans
We have extended no loans to our Named Executive Officers.
Option Grants During 2005
No options were granted during 2005.
Employment Agreements
The Company currently has no employment agreements with any of its officers
or key employees.
Interest Of Certain Persons In Matters To Be Acted Upon
None of our directors or officers or their associates have any interest,
direct or indirect, by security holdings or otherwise, in any of the matters to
be approved by the shareholders as described in this information statement.
STOCKHOLDERS' PROPOSALS AND NOMINATIONS
Any stockholder who desires to present proposals to the 2007 annual meeting
and to have such proposals set forth in the Company's information statement
mailed in conjunction with such annual meeting must submit such proposals to the
Company not later than December 15, 2006. All stockholder proposals must comply
with Rule 14a-8 promulgated by the Securities and Exchange Commission. While the
Board will consider stockholder proposals, the Company reserves the right to
omit from the Company's information statement stockholder proposals that it is
not required to include under the Exchange Act, including Rule 14a-8.
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In addition, the Company's policy on stockholder nominations for director
candidates requires that to be considered for next year's slate of directors any
stockholder nominations for director must be received by the Secretary of the
Company, at the Company's principal executive office: 100 A Hunter Place,
Youngsville, NC, 27596 no later than January 27, 2007.
Stockholders may write to the Secretary of the Company, at the Company's
principal executive office: 100 A Hunter Place, Youngsville, NC 27596 to deliver
the stockholder proposals and stockholder nominations discussed above.
OTHER INFORMATION
Enclosed herewith and incorporated by reference herein is a copy of our
Annual Report on Form 10-KSB/A for the Fiscal Year Ended December 31, 2005,
filed April 19, 2006. We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith, file
reports, information statements and other information with the SEC. This
Information Statement, our Annual Report on Form 10-KSB and all other reports
filed by us can be inspected and copied at the public reference facilities at
the SEC's office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Copies of such material can be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates or by calling the SEC at 1-800-SEC-0330. Such
material may also be accessed electronically via the Internet, by accessing the
Securities and Exchange Commission's EDGAR website at http://www.sec.gov.
Electronic Delivery
The notice of Annual Meeting and Information Statement and 2006 Annual
Report are also available on the Company's Internet site at www.leacorp.com.
Instead of receiving paper copies of the Annual Report and Information Statement
in the mail, stockholders can elect to receive these communications
electronically via the World Wide Web.
Many brokerage firms and banks are also offering electronic proxy materials
to their clients. If you are a beneficial owner of our stock, you may contact
that broker or bank to find out whether this service is available to you. If
your broker or bank uses ADP Investor Communications Services, you can sign up
to receive electronic proxy materials at www.InvestorDelivery.com
CONCLUSION
As a matter of regulatory compliance, we are sending you this Information
Statement which describes the matters that have been approved by shareholders
holding a majority of our outstanding voting securities. Your consent is not
required and is not being solicited in connection with these actions. This
Information Statement is intended to provide our shareholders information
required by the rules and regulations of the Securities Exchange Act of 1934.
By Order of the Board of Directors,
/s/ Paul Feldman
----------------
Paul Feldman
President
June 29, 2006
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