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
Filed by the Registrant [X]
Filed by a Party other than the Registration [_]
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 Rule 14a-11(c) or Rule 14a-12
Mace Security International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act rules 14a-6(i)(1) and
0-11.
(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
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[_] 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:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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[MACE LOGO]
1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08054
(856) 778-2300
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date: Wednesday, December 15, 1999
Time: 10:00 a.m., Eastern Time
Location
--------
The DoubleTree Hotel
Cypress Room
515 Fellowship Road North
Mt. Laurel, New Jersey 08053
To Mace Security International, Inc. Stockholders:
We invite you to attend our 1999 Annual Meeting of Stockholders. At this
meeting, you and the other stockholders will be able to vote on the following
proposals, together with any other business that may properly come before the
meeting:
1. Election of seven directors to the Board of Directors for one year
terms. The Board has nominated for election Louis D. Paolino, Jr.,
Mark S. Alsentzer, Jon E. Goodrich, Robert M. Kramer, Richard B. Muir,
Matthew J. Paolino and Constantine N. Papadakis.
2. Approval and adoption of Mace's Amended and Restated Certificate of
Incorporation.
3. Ratification of the Board's appointment of Ernst & Young LLP as Mace's
independent auditors for fiscal year 1999.
You may vote on these proposals in person by attending the Annual Meeting
or by proxy. The attached proxy statement provides details on voting by proxy.
If you cannot attend the Annual Meeting, we urge you to complete and return the
enclosed proxy promptly in the enclosed self-addressed stamped envelope so that
your shares will be represented and voted at the Annual Meeting in accordance
with your instructions. Of course, if you attend the Annual Meeting, you may
withdraw your proxy and vote your shares.
Only stockholders of record at the close of business on November 10, 1999
can vote at the Annual Meeting or any adjournment or postponement of the Annual
Meeting.
By Order of the Board of Directors,
/s/ Robert M. Kramer
Mt. Laurel, New Jersey Robert M. Kramer
November 17, 1999 Secretary
TABLE OF CONTENTS
-----------------
Page
----
Introduction............................................................... 1
About This Proxy Solicitation............................................ 1
About the Annual Meeting................................................. 2
Voting at the Annual Meeting............................................. 3
How To Vote Your Shares.................................................. 3
The Proposals.............................................................. 4
Proposal 1. Election of Directors........................................ 4
Proposal 2. Amended and Restated Certificate of Incorporation............ 6
Proposal 3. Ratification of Independent Auditors......................... 7
About the Board of Directors and Executive Officers........................ 8
About the Board and its Committees....................................... 8
Compensation of Certain Executive Officers............................... 9
Employment Agreements.................................................... 10
Biographical Information for Non-Director Executive Officers............. 11
Section 16(a) Beneficial Ownership Reporting Compliance.................. 11
The Principal Stockholders of Mace......................................... 12
Irrevocable Proxies Granted to Louis D. Paolino, Jr...................... 13
Acquisition of Control of Mace........................................... 14
Additional Information..................................................... 15
Certain Relationships and Related Transactions........................... 15
Deadline for Stockholder Proposals....................................... 15
Mace's Annual Report..................................................... 15
Appendix A - Amended and Restated Certificate of Incorporation
----------
[MACE LOGO] 1000 Crawford Place, Suite 400
Mt. Laurel, New Jersey 08054
(856) 778-2300
---------------
PROXY STATEMENT
---------------
INTRODUCTION
The Board of Directors is soliciting proxies to be used at the 1999 Annual
Meeting of Stockholders of Mace Security International, Inc. Mace will begin
mailing this proxy statement and the enclosed form of proxy to its stockholders
on or about November 17, 1999.
The Board of Directors is soliciting your proxy to encourage you to vote on
the proposals at the Annual Meeting and to obtain your support for the
proposals. You are invited to attend the Annual Meeting and vote your shares
directly. If you do not attend, you may vote by proxy, which allows you to
direct another person to vote your shares at the Annual Meeting on your behalf,
using the accompanying proxy card. EVEN IF YOU PLAN TO ATTEND THE ANNUAL
MEETING, IT IS A GOOD IDEA TO COMPLETE, SIGN AND RETURN THE PROXY CARD IN CASE
YOUR PLANS CHANGE. YOU CAN ALWAYS VOTE IN PERSON AT THE ANNUAL MEETING, EVEN IF
YOU HAVE ALREADY RETURNED THE PROXY CARD.
About This Proxy Solicitation
This proxy solicitation has two parts: the proxy card and this proxy
statement.
The Proxy Card The proxy card permits you to vote by proxy, whether or not you
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attend the Annual Meeting. When you sign the proxy card, you appoint certain
individuals as your representatives at the Annual Meeting. They will vote your
shares of Mace common stock at the Annual Meeting as you have instructed on the
proxy card. If a proposal comes up for a vote that is not on the proxy card,
they will vote your shares as they deem appropriate.
This Proxy Statement This proxy statement contains important information for
- --------------------
you to consider when deciding how to vote on the proposals. Please read it
carefully. It is divided into four sections following this Introduction:
Section Page Number
------- -----------
The Proposals........................................... 4
About the Board of Directors and Executive Officers..... 8
The Principal Stockholders of Mace...................... 12
Additional Information.................................. 15
Mace will pay for soliciting these proxies. In addition to use of the
mails, Mace's directors, officers and employees may solicit proxies in person,
by telephone, facsimile or by other means, in all cases without additional
compensation. Mace will reimburse brokers, nominees, custodians and fiduciaries
for their reasonable out-of-pocket expenses in forwarding proxy materials to the
beneficial owners of Mace common stock.
About the Annual Meeting
When And Where Mace will hold the Annual Meeting on Wednesday, December 15,
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1999, at 10:00 a.m., Eastern Time, at The DoubleTree Hotel, Cypress Room, 515
Fellowship Road North, Mt. Laurel, New Jersey 08053.
Quorum Requirement Mace's bylaws require that a majority of outstanding shares
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of Mace common stock must be represented at the Annual Meeting, whether in
person or by proxy, constituting a quorum in order to transact business.
Abstentions and broker non-votes will be counted in determining whether or not
there is a quorum at the Annual Meeting.
The Proposals Stockholders will vote on the following proposals at the Annual
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Meeting:
. election of seven directors to one year terms;
. approval of Mace's Amended and Restated Certificate of Incorporation;
and
. ratification of Mace's independent auditors.
Other Matters There were no stockholder proposals submitted for the Annual
- -------------
Meeting. Neither Mace nor its Board intend to bring any other matters before
the Annual Meeting. The Board has no present knowledge that any other matters
will be presented by others for action at the Annual Meeting. However,
stockholders will be able to vote on any other matters that properly come before
the Annual Meeting.
Presence of Independent Auditors Representatives of Ernst & Young LLP, Mace's
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current independent auditors, are expected to be present at the Annual Meeting.
They will have the opportunity to make a statement at the Annual Meeting if they
choose and they are expected to be available to respond to stockholder
questions.
The Stockholders As of the record date of November 10, 1999, 21,712,942 shares
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of Mace common stock were issued and outstanding. Only stockholders of record at
the close of business on November 10, 1999 are entitled to vote at the Annual
Meeting and any adjournment or postponement of the meeting. A complete list of
stockholders entitled to vote at the Annual Meeting will be available for
inspection by any stockholder for any purpose relating to the Annual Meeting for
ten days prior to the meeting during ordinary business hours at Mace's
headquarters located at 1000 Crawford Place, Suite 400, Mt. Laurel, New Jersey
08054.
2
Voting at the Annual Meeting
You are entitled to one vote for each share of Mace common stock that you
owned of record at the close of business on November 10, 1999. The total number
of votes that could be cast at the Annual Meeting is the number of votes
actually cast plus the number of abstentions. Abstentions are counted as
"shares present" at the meeting for purposes of determining whether a quorum
exists. Abstentions have the effect of a vote "against" any matter as to which
they are specified if the matter requires the affirmative vote of a majority of
the outstanding shares. Abstentions will not affect the outcome of the vote
for matters requiring an affirmative vote of the majority of the votes cast.
Proxies submitted by brokers that do not indicate a vote for some or all of the
proposals because they do not have discretionary voting authority and have not
received instructions as to how to vote on those proposals (so-called "broker
non-votes") are considered "shares present" at the meeting for purposes of
determining whether a quorum exists. Broker non-votes will not affect the
outcome of the vote as they are not counted for determining the number of votes
cast.
The seven nominees for director receiving the highest number of affirmative
votes shall be elected as directors. Stockholders do not have the right to
cumulate their votes in the election of directors. Each of the other proposals
are to be approved by the affirmative vote of a majority of all shares of Mace
common stock entitled to vote for such proposals that are represented at the
Annual Meeting in person or by proxy.
How To Vote Your Shares
You may vote in two ways:
. return your completed, signed and dated proxy card before the Annual
Meeting; or
. cast a written ballot in person at the Annual Meeting (you will need a
legal proxy from your stockbroker if you hold your shares in street
name).
Voting By Proxy The proxy card has simple instructions. By returning a
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completed proxy card before the Annual Meeting, you will direct the appointed
persons (known as "proxies") to vote your shares at the Annual Meeting in
accordance with your instructions. Gregory M. Krzemien and Eduardo Nieves, Jr.
will serve as your proxies for the Annual Meeting. If you complete all of the
proxy card except for the voting instructions, then the proxies will vote your
shares for the election of the nominated directors, for the approval of the
Amended and Restated Certificate of Incorporation and for the ratification of
Mace's independent auditors. If any nominee for election to the Board is unable
to serve, which is not anticipated, then the designated proxies will vote your
shares for any substitute nominee chosen by the Board. If any other matters
properly come before the Annual Meeting, then the designated proxies will vote
your shares in their discretion on such matters.
How To Revoke Your Proxy You may revoke your proxy at any time before it is
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exercised at the Annual Meeting by any of the following means:
. notifying Mace's Secretary in writing (notice to be sent to Mace's
executive offices, the address for which is located on the first page
of this proxy statement); or
. submitting another proxy card with a later date; or
. attending the Annual Meeting and voting by written ballot (mere
attendance at the Annual Meeting will not by itself revoke your
proxy).
3
THE PROPOSALS
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Proposal 1. Election of Directors
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Election of seven directors to the Board of Directors for one year terms.
Nominees
--------
Louis D. Paolino, Jr. Mark S. Alsentzer Jon E. Goodrich Robert M. Kramer
Richard B. Muir Matthew J. Paolino Constantine N. Papadakis
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About the Nominees Except for Mark Alsentzer and Richard Muir, each of Mace's
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nominees currently serves on the Board of Directors. Rodney R. Proto, currently
a director of Mace, has declined to stand for reelection. Each nominee
indicated that he will serve on the Board if elected. Biographical information
for each nominee appears below.
Louis D. Paolino, Jr.
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Age: 43
Director Since: May 24, 1999
Principal Occupation:
May 24, 1999-Present President and Chief Executive Officer of Mace
July 1, 1999-Present Chairman of the Board of Mace
Recent Business Experience:
June 1996-December 1998 Chairman of the Board, President and Chief
Executive Officer of Eastern Environmental
Services, Inc. (a waste management company)
September 1993-June 1996 Vice President of USA Waste Services, Inc. (a waste
management company)
Mark S. Alsentzer
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Age: 44
Director Since: nominee
Principal Occupation:
December 1996-Present President and Chief Executive Officer of US Plastic
Lumber Corporation (a plastic lumber and recycling
company)
Recent Business Experience:
1992-December 1996 Vice President of Republic Environmental Systems,
Inc. (an environmental services company)
Other Directorships: US Plastic Lumber Corporation
Jon E. Goodrich
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Age: 54
Director Since: December 14, 1987
Principal Occupation:
May 24, 1999-Present Vice President - Security Product Division of Mace
Recent Business Experience:
March 1997-May 1999 President and Chief Executive Officer of Mace
January 1996-March 1997 Chairman of the Board of Mace
June 1987-January 1996 President and Chief Executive Officer of Mace
June 1987-June 1995 Chairman of the Board of Mace
November 1985-January
1997 Vice President of Gould & Goodrich Leather, Inc. (a
leather products manufacturer)
November 1985-January
1997 President of G & G Realty, Inc. (a real estate
management company)
4
Robert M. Kramer
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Age: 47
Director Since: July 1, 1999
Principal Occupation:
May 24, 1999-Present General Counsel, Secretary and Executive Vice
President of Mace
Recent Business Experience:
1989-Present Sole partner of Robert M. Kramer & Associates, P.C.
(Mr. Kramer will devote a substantial amount of his
time to performing his duties for Mace, although he
will continue his private practice of law)
June 1996-December 1998 General Counsel, Secretary and Executive Vice
President of Eastern Environmental Services, Inc.
(a waste management company)
Richard B. Muir
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Age: 44
Director Since: nominee
Principal Occupation:
1998-Present Executive Vice President and Secretary of Excel
Legacy Corp. (a real estate development company)
Recent Business Experience:
1989-May 1999 Executive Vice President and Secretary of New Plan
Excel Realty Trust, Inc. (a real estate development
company)
Other Directorships: Excel Legacy Corporation
Warner Beck, Inc. (securities broker/dealer firm)
Matthew J. Paolino
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Age: 35
Director Since: July 1, 1999
Principal Occupation:
July 1, 1999-Present Vice President of Mace
Recent Business Experience:
1996-December 1998 Vice President of Risk Management, Asset Management
and Special Waste Divisions of Eastern
Environmental Services, Inc. (a waste management
company)
1993-1996 Vice President and General Manager - Soil
Remediation Division of USA Waste Services, Inc. (a
contaminated soil treatment division acquired by
Eastern Environmental Services, Inc. in August of
1997)
Other Information: Mr. Paolino is the brother of Louis D. Paolino,
Jr., Mace's Chairman, President and Chief Executive
Officer
Constantine N. Papadakis
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Age: 53
Director Since: May 24, 1999
Principal Occupation:
1995-Present President of Drexel University
Recent Business Experience:
1986-1995 Dean of the College of Engineering, Geier Professor
of Engineering Education and Professor of Civil
Engineering at the University of Cincinnati
Other Directorships: Fidelity Financial of Ohio
The Philadelphia Stock Exchange
Recommendation The Board of Directors recommends that you vote FOR the election
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of Louis D. Paolino, Jr., Mark S. Alsentzer, Jon E. Goodrich, Robert M. Kramer,
Richard B. Muir, Matthew J. Paolino and Constantine N. Papadakis to Mace's
Board.
5
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Proposal 2. Amended and Restated Certificate of Incorporation
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Approval and Adoption of Mace's Amended and Restated Certificate of
Incorporation
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The Board of Directors has unanimously approved and is proposing for
stockholder approval Mace's Amended and Restated Certificate of Incorporation
for the following purposes:
. To add a provision limiting the personal liability of Mace's directors
to Mace and its stockholders for monetary damages for breaches of
their fiduciary duties as directors as permitted by Section 102(b)(7)
of the Delaware General Corporation Law. Adding this provision will
assist Mace in attracting and retaining qualified individuals to serve
on its Board of Directors.
. To combine into one document all previous amendments to Mace's
certificate of incorporation which are now in effect.
In addition to the foregoing changes, the Amended and Restated Certificate
of Incorporation contains certain non-material language and other changes that
will not affect your rights as a stockholder.
The approval of Mace's Amended and Restated Certificate of Incorporation
will not affect in any way the validity of currently outstanding stock
certificates and will not require you to surrender or exchange any stock
certificates that you currently hold.
The Amended and Restated Certificate of Incorporation is set forth in
Appendix A to this proxy statement. If approved by the stockholders of Mace, the
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Amended and Restated Certificate of Incorporation will become effective upon its
filing with the Secretary of State of the State of Delaware on or about December
15, 1999.
Recommendation The Board of Directors recommends that you vote FOR the proposal
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to approve and adopt the Amended and Restated Certificate of Incorporation.
6
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Proposal 3. Ratification of Independent Auditors
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Ratification of the Board's appointment of Ernst & Young LLP as Mace's
independent auditors for fiscal 1999
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Mace's Auditors Urbach Kahn & Werlin PC served as Mace's independent auditors
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for the last two fiscal years. On May 26, 1999, Urbach Kahn & Werlin PC
resigned. On the recommendation of the Audit Committee, the Board appointed
Ernst & Young LLP to serve as Mace's new independent auditors.
About Prior Audits The rules and regulations of the Securities and Exchange
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Commission require us to make the following disclosures to you:
The reports of Urbach Kahn & Werlin PC on Mace's consolidated financial
statements for the last two fiscal years did not contain any adverse opinion or
disclaimer of opinion, or modification or qualification as to uncertainty, audit
scope or accounting principles. In connection with its audits for the two most
recent fiscal years and for the interim period through May 26, 1999, there have
been no disagreements between Mace and Urbach Kahn & Werlin PC on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Urban Kahn & Werlin PC, would have caused them to refer to any such
disagreements in their report on Mace's consolidated financial statements for
such years.
Prior to Urbach Kahn & Werlin PC's engagement, Mace had engaged Coopers &
Lybrand LLP as Mace's independent auditors. On August 13, 1997, the Board of
Directors dismissed Coopers & Lybrand LLP as Mace's independent auditors due to
cost containment efforts. Coopers & Lybrand LLP did not report on Mace's
consolidated financial statements for the last two fiscal years. For the period
from January 1, 1997 through August 13, 1997, there were no disagreements
between Mace and Coopers & Lybrand LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Coopers & Lybrand LLP,
would have caused them to refer to any such disagreements in their report on
Mace's consolidated financial statements for such period.
Presence of Independent Auditors Representatives of Ernst & Young LLP are
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expected to be present at the Annual Meeting. They will have the opportunity to
make a statement at the meeting if they choose and they are expected to be
available to respond to stockholder's questions. Representatives of Urbach Kahn
& Werlin PC are not expected to be present at the Annual Meeting.
Recommendation The Board of Directors recommends that you vote FOR the
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ratification of Ernst & Young LLP as Mace's independent auditors for fiscal year
1999.
7
ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
About the Board and its Committees
Mace's Board is comprised of seven directors. There is currently one
existing vacancy on the Board. Unless each director earlier resigns or is
removed, each director serves a one year term holding office until the next
annual meeting of stockholders and until their successors are elected and
qualified. Except for Jon Goodrich, all of the directors serving on Mace's Board
during 1998 have resigned in connection with Louis Paolino, Jr.'s acquisition of
control of Mace. See "The Principal Stockholders of Mace - Acquisition of
Control of Mace."
During 1998, Mace's Board consisted of Jon Goodrich, Marvin P. Brown, Neil
J. Campolungo, Lewis C. Cohen, Howard Edelman, R. David Garwood and Virginia de
Ganahl Russell. Ms. Russell declined to stand for reelection at Mace's 1998
Annual Meeting of Stockholders held on September 18, 1998. On May 24, 1999,
Messrs. Cohen, Garwood and Campolungo resigned and were replaced by Louis
Paolino, Jr. and Constantine Papadakis. On July 1, 1999, Messrs. Brown and
Edelman resigned and were replaced by Robert Kramer, Matthew Paolino and Rodney
Proto.
Mace's Board held five formal meetings during 1998. During 1998, all
directors, other than Ms. Russell, attended at least 75% of Mace's Board
meetings, as well as the meetings of the committees of the Board on which they
served. Mace's Board has standing Audit, Compensation, Planning and Nominating
Committees. The following chart describes the composition and functions of the
Committees.
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Board Committees
- ------------------------------------------------------------------------------------------------------------------------------
1998
Meetings
Committee Members Held Functions
- ------------------------------------------------------------------------------------------------------------------------------
Audit 1998 Members 3 . Recommends selection of independent auditors to the Board.
------------ . Confers with independent auditors and internal personnel on
Mr. Brown the scope of auditor's examinations.
Mr. Campolungo . Reviews internal audit controls and procedures.
Mr. Cohen
Current Members
---------------
Constantine Papadakis
Rodney Proto
- ------------------------------------------------------------------------------------------------------------------------------
Compensation 1998 Members 3 . Recommends executive compensation.
------------ . Administers Mace's Nonqualified Stock Option Plan.
Mr. Brown . Administers Mace's 1999 Stock Option Plan.
Mr. Campolungo
Mr. Cohen
Current Members
---------------
Constantine Papadakis
Rodney Proto
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Planning 1998 Members 5 . Recommends long-term strategies.
------------
Mr. Brown
Mr. Cohen
Mr. Garwood
Mr. Goodrich
Current Members
---------------
Jon Goodrich
Robert Kramer
Louis Paolino, Jr.
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Nominating 1998 Members 2 . Recommends persons to serve on the Board.
------------ . The Nominating Committee will consider stockholder
Mr. Brown recommendations for Board members. Stockholders must
Mr. Goodrich submit a written statement in support of a candidate to the
Current Members Nominating Committee by the date stockholders are required
--------------- to submit stockholder proposals for Mace's annual meeting.
Rodney Proto
Constantine Papadakis
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8
Fees for Attendance During 1998 and through July 1, 1999, directors who were
- -------------------
not employees of Mace received fees of $500 per Board or Committee meeting
attended. Such directors also were entitled to receive reasonable travel and
out of pocket expenses relating to their attendance at such meetings. Mace paid
Mr. Brown, the former Chairman of the Board, fees of $750 per Board or Committee
meeting attended during 1998 until his resignation as Chairman on July 1, 1999.
Commencing on July 1, 1999, Mace ceased paying fees to directors, but will
continue to pay non-employee directors reasonable travel and out of pocket
expenses relating to their attendance at meetings.
Other Director Compensation During 1998, Mace granted options to acquire 10,000
- ---------------------------
shares of Mace common stock at $1.25, $1.25 and $1.50 per share, respectively,
to Messrs. Campolungo, Cohen and Garwood upon their election to the Board of
Directors. Such options are fully vested and expire on November 24, 1999. In
addition, Mace granted to each of Messrs. Brown, Campolungo, Cohen, Edelman and
Garwood options to acquire 10,000 shares of Mace common stock at $1.21 per
share. Such options became fully vested upon the change of control of the Board
of Directors on July 1, 1999 and are exercisable until June 30, 2004.
Mace granted options to purchase 20,000 shares of Mace common stock at
$11.00 per share to Constantine Papadakis in connection with his appointment to
the Board of Directors on May 24, 1999 and additional options to purchase 20,000
shares of Mace common stock at $8.50 per share on September 1, 1999. Mace
granted options to purchase 200,000 shares, 125,000 shares and 125,000 shares of
Mace common stock at $2.6875 per share, respectively, to Robert Kramer, Matthew
Paolino and Rodney Proto on March 26, 1999 in connection with the change of
control transactions described later in this proxy statement in the section "The
Principal Stockholders of Mace - Acquisition of Control of Mace."
Compensation of Certain Executive Officers
For the year ended December 31, 1998, Jon Goodrich was the only executive
officer of Mace who received annual compensation (consisting solely of base
salary and bonus, if any) in excess of $100,000. Jon Goodrich has never been
granted options to purchase shares of Mace common stock. Consequently, in
accordance with the rules and regulations of the Securities and Exchange
Commission, we only disclose in the following table Jon Goodrich's annual salary
for Mace's last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------
Name and Principal Position Year Salary Bonus
- ---------------------------- ---- ------ -----
Jon E. Goodrich (1)............... 1998 $123,714 -
President and Chief 1997 $123,214 -
Executive Officer 1996 $124,023 $25,000
__________________________
(1) Jon Goodrich served as President and Chief Executive Officer until January
15, 1996 and served as an advisor to the Board for the remainder of 1996.
Jon Goodrich was re-appointed as President and Chief Executive Officer on
March 14, 1997. Mr. Goodrich currently serves as Vice President of Mace's
Security Products Division.
9
Employment Agreements
Louis Paolino, Jr. Employment Agreement Mace currently employs Louis Paolino,
- ---------------------------------------
Jr. as its President and Chief Executive Officer under a Employment Agreement
four-year employment agreement. The principal terms of the employment agreement
include:
. annual salary of $350,000;
. provision of certain medical and other employee benefits;
. prohibition against competing with Mace during employment and for a
three month period following a termination of employment; and
. a $7,000,000 payment in the event that Mr. Paolino's employment is
terminated for any reason, except for death and disability.
Mace has not granted options to purchase Mace common stock to Louis
Paolino, Jr. as compensation for his services to Mace, under his employment
agreement or otherwise. Mr. Paolino, however, holds warrants to acquire
1,500,000 shares of Mace common stock that he acquired in connection with the
change of control transactions described later in this proxy statement in the
section "The Principal Stockholders of Mace - Acquisition of Control of Mace."
Jon Goodrich Employment Agreement During 1998, Mace employed Jon Goodrich as
- ---------------------------------
its President and Chief Executive Officer under an employment agreement that
expired on September 1, 1999. Jon Goodrich now serves as Mace's Vice President
for its Security Products Division. The principal terms of the employment
agreement included:
. annual salary of $125,000;
. prohibition against accepting employment with any other entity;
. prohibition against competing with Mace during employment and for a
two year period following his voluntary termination of employment with
Mace or termination of his employment by Mace for cause; and
. entitlement to all contract payments for the entire contract term upon
termination of his employment without cause.
Michael Fazio Employment Agreement Mace currently employs Michael Fazio as its
- ----------------------------------
Vice President of Operations under the terms of a three-year employment
agreement. Such agreement provides for an annual salary of $100,000, certain
medical and other employee benefits, the granting of options to purchase 125,000
shares of Mace common stock at $6.875 per share that vest over a period of three
years (except in the event of a change of control, in which case such options
vest immediately) and a prohibition against competing with Mace during
employment and for a six month period following a termination of employment. In
addition, in the event that Mace terminates Mr. Fazio's employment without
cause, Mr. Fazio has the right to receive a lump-sum payment equal to six months
salary.
Ronald Pirollo Employment Agreement Mace currently employs Ronald Pirollo as
- -----------------------------------
its Controller under the terms of a four-year employment agreement. Such
agreement provides for an annual salary of $80,000, certain medical and other
employee benefits, the granting of options to purchase 50,000 shares of Mace
common stock at $2.6875 per share that vest over a period of four years (except
in the event of a change of control or in the event Mr. Pirollo's employment is
terminated without cause, in which case such options vest immediately) and a
prohibition against competing with Mace during employment and for a six month
period following a termination of employment.
10
Other Executive Employment Agreements Mace currently employs Robert M. Kramer,
- -------------------------------------
Matthew J. Paolino and Gregory M. Krzemien under four-year employment
agreements. Each employment agreement provides for annual salary, certain
medical and other employee benefits, and a prohibition against competing with
Mace during employment and for a three month period following a termination of
employment. In addition, Mace granted to each of these executive officers
options to purchase shares of Mace common stock at $2.6875 per share that vest
over a period of four years, except in the event of a change of control, in
which case such options vest immediately. The table below discloses the salary
and option grants for these executive officers.
Name Office Annual Salary Options
---- ------ ------------- -------
Robert M. Kramer Executive Vice President $125,000 200,000
and General Counsel
Gregory M. Krzemien Chief Financial Officer $110,000 125,000
and Treasurer
Matthew J. Paolino Vice President $ 45,000 125,000
Biographical Information for Non-Director Executive Officers
Set forth below is certain biographical information about the executive
officers of Mace who are not nominees to the Board:
Gregory M. Krzemien
- --------------------------------------------------------------------------------
Age: 40
Principal Occupation:
May 24, 1999-Present Chief Financial Officer and Treasurer of Mace
Recent Business Experience:
August 1992-December 1998 Chief Financial Officer and Treasurer of Eastern
Environmental Services, Inc.
Ronald R. Pirollo
- --------------------------------------------------------------------------------
Age: 40
Principal Occupation:
July 1, 1999-Present Controller of Mace
Recent Business Experience:
July 1997-December 1998 Controller of Eastern Environmental Services, Inc
1987-June 1997 Vice President - Finance of Envirite Corporation
Michael Fazio
- --------------------------------------------------------------------------------
Age: 50
Principal Occupation:
July 1, 1999-Present Vice President of Operations of Mace
Recent Business Experience:
1997-December 1998 President of Wash Depot (a car wash services
company)
Prior to 1997 President of Fazio Enterprises (a car services
company)
Section 16(a) Beneficial Ownership Reporting Compliance
Based on Mace's records and other information, Mace believes that all
filing requirements with the Securities and Exchange Commission applicable to
its directors and executive officers were complied with for 1998, except that
the Initial Report of Beneficial Ownership on Form 3 for former director, R.
David Garwood, former Vice President of Operations, Eric Crawford, and former
Corporate Secretary, Eduardo Nieves, Jr., were not filed within 10 days of such
persons becoming Section 16(a) reporting persons. Such reports have since been
filed.
11
THE PRINCIPAL STOCKHOLDERS OF MACE
The following beneficial ownership table sets forth information as of
October 31, 1999 regarding beneficial ownership of shares of Mace common stock
by the following persons:
. each person who is known to Mace to own beneficially more than 5% of the
outstanding shares of Mace common stock, based upon Mace's records or the
records of the Securities and Exchange Commission;
. each director and director-nominee of Mace; and
. all directors and executive officers of Mace as a group.
Unless otherwise indicated, to our knowledge, all persons listed on the
beneficial ownership table below have sole voting and investment power with
respect to their shares of Mace common stock. Shares of Mace common stock
subject to options or warrants exercisable within 60 days of October 31, 1999
are deemed outstanding for the purpose of computing the percentage ownership of
the person holding such options or warrants, but are not deemed outstanding for
computing the percentage ownership of any other person.
Name Shares Beneficially Owned Percent(1)
- ---- -------------------------- ----------
Louis D. Paolino, Jr...................... 7,889,495(2)(3) 34.0%
1000 Crawford Place, Suite 400
Mt. Laurel, NJ 08054
Excel Legacy Corporation.................. 3,812,500(4) 17.5
16955 Via Del Campo
San Diego, CA 92127
Mark S. Alsentzer......................... 1,100,000(5) 5.0
2300 Glades Road, Suite 440W
Boca Raton, FL 33431
Red Mountain Holdings, Ltd................ 1,058,362(3)(6) 4.9
Arack Chambers
Smith Hughes McKinsy
Road Town, Tortola, B.V.I.
Jon E. Goodrich........................... 910,546(7) 4.2
160 Benmont Ave.
Bennington, VT 05201
Matthew J. Paolino........................ 388,250(8) 1.8
Robert M. Kramer.......................... 375,000(3)(9) 1.7
Rodney R. Proto........................... 125,000(10) *
Constantine N. Papadakis.................. 40,000(11) *
Richard B. Muir........................... --(12) --
All current directors and executive 9,947,124(13) 41.9
officers as a group (9 persons)........
* Less than 1% of the outstanding shares of Mace common stock.
(footnotes continued on following page)
12
(footnotes continued from prior page)
(1) Percentage calculation is based on 21,712,942 shares outstanding on October
31, 1999.
(2) Includes (i) warrants to acquire 1,500,000 shares and (ii) 2,809,495 shares
for which Louis Paolino, Jr. has been granted irrevocable proxies to vote
such shares. See " - Irrevocable Proxies Granted to Louis D. Paolino, Jr."
below.
(3) Louis Paolino, Jr., Red Mountain Holdings, Ltd. and Robert Kramer filed a
Statement on Schedule 13D (initially filed on May 28, 1999; as amended on
July 15, 1999) reporting the acquisition of the shares of Mace common stock
reported in the table above. Under Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), such stockholders
may be considered a "group" acting together to control Mace and therefore
may each be deemed to beneficially own the shares of Mace common stock held
by all of such stockholders, 9,322,852 shares in the aggregate. Each such
stockholder, however, expressly disclaims his or its membership in a group
and the beneficial ownership of the shares acquired by the other
stockholders. As required by Rule 13d-3(d)(1)(i)(D) of the Exchange Act,
the table discloses as beneficially held by Louis Paolino, Jr. and Robert
Kramer shares of Mace common stock subject to certain options and warrants
that are not exercisable within 60 days of October 31, 1999.
(4) Includes (i) 3,500,000 shares and (ii) warrants to purchase 62,500 shares,
all held by Millennia Car Wash LLC, a limited liability company controlled
by Excel Legacy Corporation.
(5) Includes warrants to purchase 250,000 shares, 100,000 of which are held by
Marrin LPA Pennsylvania, a company controlled by Mr. Alsentzer. Mr.
Alsentzer is a nominee to the Board of Directors of Mace.
(6) David Ehrlich, a consultant for Mace, in his position as the sole director
of Red Mountain Holdings, Ltd. may be deemed to have the sole power to
direct the voting and disposition of these shares and may therefore be
deemed the beneficial owner thereof.
(7) Includes 22,300 shares held by Jon Goodrich's wife. Jon Goodrich disclaims
beneficial ownership of the shares owned by his wife.
(8) Includes options to purchase 31,250 shares.
(9) Includes (i) warrants to acquire 75,000 shares and (ii) options to purchase
200,000 shares.
(10) Represents warrants to purchase 125,000 shares.
(11) Represents options to purchase 40,000 shares.
(12) Mr. Muir is a nominee to the Board of Directors of Mace.
(13) See Notes 2, 3, 7, 8, 9, 10 and 11 above. Also includes (i) 160,500 shares
and (ii) options to purchase 58,333 shares held by three executive officers
who are not listed in the table. This calculation does not include shares
held by Messrs. Alsentzer and Muir, who are not currently directors of
Mace.
Irrevocable Proxies Granted to Louis D. Paolino, Jr.
In connection with Mace's recent acquisition of certain car wash
businesses, the following stockholders have granted to Louis Paolino, Jr.
irrevocable proxies for the sole power to vote, but not to dispose of, the
2,809,495 aggregate shares of Mace common stock issued to such individuals as
consideration for such acquisitions until the expiration date of such proxies:
Expiration Date
Stockholder Shares of Proxies
----------- ------ ---------------
Rosario Higgins 168,883 5-18-00
Gary Higgins 984,529 5-18-00
Genie Car Care Center, Inc. 4,400 11-30-99
Genie Car Service Center, Inc. 184,533 11-30-99
Genie Car Wash, Inc. of Austin 4,400 11-30-99
Cornett Limited Partnership 300,000 11-30-99
D. Nagelberg & B. Nagelberg,
Trustees - Nagelberg Family Trust 581,375 2-25-00
Joyce Heller 236,000 2-25-00
Ronald I. Heller, IRA 345,375 2-25-00
---------
Total: 2,809,495
13
Acquisition of Control of Mace
On July 1, 1999, Louis D. Paolino, Jr., Mace's Chairman, President and
Chief Executive Officer, along with certain of his affiliates, acquired a
majority of the outstanding shares of Mace common stock and thus acquired
control of Mace. The ownership table on the prior two pages contains a
description of Mr. Paolino's holdings of Mace common stock.
This acquisition of control involved a series of transactions approved by
the former Board of Directors of Mace and a majority of Mace's stockholders.
The consummation of this series of transactions changed the principal business
of Mace from the sale of personal security products to the operation and
consolidation of car wash facilities. On June 8, 1999 Mace distributed an
information statement to its stockholders describing, among other things, this
series of transactions.
The first transaction involved the purchase from Mace of an aggregate of
3,735,000 unregistered shares of Mace common stock for $1.375 per share;
1,910,000 shares by Louis Paolino, Jr. and an aggregate of 1,825,000 shares by
certain members of his management team and certain other individuals designated
by Mr. Paolino. These purchases were made pursuant to a Stock Purchase Agreement
dated March 26, 1999 (as amended) between Mace and Mr. Paolino. Additional
related purchases were also made on July 1, 1999 pursuant to this Stock Purchase
Agreement:
. Louis Paolino, Jr. purchased 1,000,000 shares of Mace common stock
directly from Mr. Goodrich for $1.375 per share and 100,000 shares of
Mace common stock directly from each of two other stockholders of Mace
for $1.375 per share;
. Robert M. Kramer purchased 50,000 shares of Mace common stock directly
from Mr. Goodrich for $1.375 per share; and
. Ten individuals designated by Louis Paolino, Jr. purchased from Mace
an aggregate of 1,850,000 shares of Mace common stock for $2.00 per
share.
The second transaction involved the merger of American Wash Services, Inc.,
a car wash facility company controlled by Louis Paolino, Jr. with and into a
wholly-owned subsidiary of Mace. The merger was completed on July 1, 1999.
Louis Paolino, Jr. and Red Mountain Holdings, Ltd., American Wash's other
shareholder, received in exchange for all of the shares of American Wash,
$4,687,500, in cash, and 628,362 unregistered shares of Mace common stock, of
which Louis Paolino, Jr. received 470,000 shares and Red Mountain received
158,362 shares. Louis Paolino, Jr. and Robert Kramer received the following
additional consideration in connection with this merger:
. Louis Paolino, Jr. received a warrant to purchase 1,500,000 shares of
Mace common stock at a purchase price of $1.375 per share;
. Louis Paolino, Jr. received a warrant to purchase 250,000 shares of
Mace common stock at a purchase price of $2.50 per share (which has
subsequently been assigned to a third party); and
. Robert Kramer received a warrant to purchase 75,000 shares of Mace
common stock at a purchase price of $1.375 per share.
Mace's Board of Directors and management team were restructured in
connection with these transactions. Louis Paolino, Jr. was appointed as Mace's
Chairman, President and Chief Executive Officer. The entire Board of Directors,
other than Mr. Goodrich, resigned and was replaced by Louis Paolino, Jr., Robert
Kramer, Constantine Papadakis, Matthew Paolino and Rodney Proto. The Board
appointed Mr. Kramer as Mace's Secretary, Executive Vice President and General
Counsel, Mr. Krzemien as Mace's Chief Financial Officer and Treasurer and Mr.
Pirollo as Mace's Controller.
14
ADDITIONAL INFORMATION
Certain Relationships and Related Transactions
In August 1999, Mace entered into a month-to-month lease with Bluepointe,
Inc., a corporation controlled by Louis Paolino, Jr., Mace's Chairman, President
and Chief Executive Officer, for Mace's executive offices in Mt. Laurel, New
Jersey. The lease provides for monthly rental payments of $10,000. Mace
believes that the terms of this lease are competitive when compared to similar
facilities in the Mt. Laurel, New Jersey area.
Robert M. Kramer, Mace's General Counsel, Executive Vice President and
Secretary, is engaged in the practice of law through Robert M. Kramer &
Associates, P.C., a professional corporation owned by Mr. Kramer, which has
rendered legal services to Mace since April 1999. Mace has paid such
corporation approximately $162,000 since April 1, 1999. Mace does not
anticipate paying such corporation greater than $55,000 for the remainder of
this fiscal year.
During this fiscal year, Mace has paid approximately $248,775 for car wash
parts, equipment and related services to Sonny's Enterprises, Inc., a car wash
parts and equipment company owned by Paul G. Fazio, the brother of Michael
Fazio, Mace's Vice President of Operations. Mace contracted with Sonny's
Enterprises based on the quality of parts, equipment and services offered by
Sonny's Enterprises and the competitive prices that Sonny's Enterprises offered
for such parts, equipment and services.
Deadline For Stockholder Proposals
July 28, 2000 is the deadline for stockholders to submit proposals pursuant
to Rule 14a-8 of the Exchange Act for inclusion in the Mace's proxy statement
and form of proxy for Mace's 2000 Annual Meeting of Stockholders. A notice of a
stockholder proposal submitted outside of the processes of Rule 14a-8 of the
Exchange Act is considered untimely after October 2, 2000 and Mace's proxy for
the 2000 Annual Meeting of Stockholders may confer discretionary authority to
vote on such matter without any discussion of such matter in the proxy statement
for such meeting.
Mace's Annual Report
A copy of Mace's 1998 Annual Report to Stockholders (including its Annual
Report on Form 10-KSB, with financial statements and schedules, but excluding
exhibits) accompanies this proxy statement, but it is not to be regarded as
proxy solicitation material. UPON REQUEST AND WITH THE PAYMENT OF A REASONABLE
FEE, MACE WILL FURNISH TO RECORD AND BENEFICIAL HOLDERS OF ITS COMMON STOCK
COPIES OF EXHIBITS TO THE FORM 10-KSB. DIRECT ALL REQUESTS FOR COPIES OF THE
ABOVE MATERIALS TO EDUARDO NIEVES, JR., INVESTOR RELATIONS, AT THE OFFICES OF
MACE SET FORTH ON PAGE 1 OF THIS PROXY STATEMENT.
By Order of the Board of Directors,
/s/ Robert M. Kramer
Mt. Laurel, New Jersey Robert M. Kramer
November 17, 1999 Secretary
15
Appendix A
----------
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MACE SECURITY INTERNATIONAL, INC.
Mace Security International, Inc., a Delaware corporation (the
"Corporation"), does hereby amend and restate its Certificate of Incorporation,
as amended, pursuant to the provisions of Section 242 and Section 245 of the
Delaware General Corporation Law as set forth below:
1. The name of the Corporation is "Mace Security International, Inc."
The date of filing of the Corporation's original Certificate of Incorporation
with the Secretary of State of Delaware was September 16, 1993.
2. The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:
FIRST: The name of the Corporation is Mace Security International,
Inc.
SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801. The name of the Corporation's registered agent at such address
is The Corporation Trust Company, in the County of New Castle.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.
FOURTH: The total number of shares of capital stock that the
Corporation shall have authority to issue is Two Hundred Million (200,000,000)
shares of common stock, par value $.01 per share (the "Common Stock"), and Fifty
Million (50,000,000) shares of preferred stock, par value $.01 per share (the
"Preferred Stock"). The terms and conditions of the Common Stock and the
Preferred Stock shall be as follows:
(a) Common Stock.
------------
(1) All outstanding shares of Common Stock shall be identical
and shall entitle the holders thereof to the same rights and
privileges. The holders of shares of Common Stock shall have no
preemptive or preferential rights of subscription to any shares
of any class of capital stock of the Corporation.
A-1
(2) When, as and if dividends or distributions are declared on
outstanding shares of Common Stock, whether payable in cash, in
property or in securities of the Corporation, the holders of
outstanding shares of Common Stock shall be entitled to share
equally in such dividends and distributions.
(3) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of
outstanding shares of Common Stock shall be entitled to share
equally in the assets of the Corporation to be distributed among
the holders of shares of the Common Stock.
(4) The holders of outstanding shares of Common Stock shall have
the right to vote on (or, as provided by law, take action by
consent with respect to) the election and removal of the
directors of the Corporation and on, and with respect to, all
other matters to be voted on or consented to by the stockholders
of the Corporation, and each holder shall be entitled to one vote
for each share of Common Stock held. Except as otherwise
provided by law or by the terms of a class or series of the
Preferred Stock fixed by a resolution or resolutions of the Board
of Directors adopted pursuant to paragraph (b) below, the holders
of shares of Preferred Stock shall not have any right to vote on,
or consent with respect to, any matters to be voted on or
consented to by the stockholders of the Corporation and the
shares of Preferred Stock shall not be included in determining
the number of shares voting or entitled to vote on any such
matters.
(b) Preferred Stock. Shares of Preferred Stock of the Corporation
---------------
may be issued from time to time in one or more classes or series, each
of which shall have such distinctive designation or title as shall be
fixed by the Board of Directors of the Corporation prior to the
issuance of any shares thereof. Each such class or series of Preferred
Stock shall have such voting powers, full or limited, or no voting
powers, and such other relative rights, powers and preferences,
including, without limitation, rights to dividends, conversion rights,
if any, redemption price and liquidation preference, and such
qualifications, limitations or restrictions thereof, as shall be
stated in such resolution or resolutions providing for the issuance of
such class or series as may be adopted from time to time by the Board
of Directors prior to the issuance of any shares thereof pursuant to
the authority hereby expressly vested in it, all in accordance with
the laws of the State of Delaware. Except as expressly provided in
such resolution or resolutions or as required by law, the holders of
Preferred Stock shall have no rights as stockholders of the
Corporation.
A-2
FIFTH: In furtherance and not in limitation of the general powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized to make, alter or repeal the Bylaws of the Corporation,
except as specifically otherwise provided therein.
SIXTH: A director of the Corporation shall have no personal liability
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except to the extent that Section 102(b)(7) (or any
successor provision) of the Delaware General Corporation Law, as amended from
time to time, expressly provides that the liability of a director may not be
eliminated or limited. No amendment or repeal of this paragraph SIXTH shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
3. The stockholders of the Corporation, at an annual meeting of
stockholders called and held upon notice properly given in accordance with
Section 222 of the Delaware General Corporation Law, have adopted and approved
this Amended and Restated Certificate of Incorporation in accordance with the
provisions of Section 212 of the Delaware General Corporation Law.
4. This Amended and Restated Certificate of Incorporation has been duly
adopted and approved in accordance with the provisions of Sections 242 and 245
of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be executed by a duly authorized officer of the
Corporation this __ day of December, 1999.
MACE SECURITY INTERNATIONAL, INC.
By:___________________________________
Louis D. Paolino, Jr., President
A-3
MACE SECURITY INTERNATIONAL, INC.
1000 CRAWFORD PLACE, SUITE 400
MT. LAUREL, NEW JERSEY 08054
PROXY - Annual Meeting of Stockholders - Wednesday, December 15, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Eduardo Nieves, Jr. and Gregory M. Krzemien
severally as proxies, each with the power to appoint his substitute, and hereby
authorizes either or both of them to represent and to vote, as designated on the
reverse side hereof, all the shares of common stock of Mace Security
International, Inc. ("Mace") held of record by the undersigned on November 10,
1999 at the Annual Meeting of Stockholders to be held on Wednesday, December 15,
1999 or at any adjournment or postponement thereof.
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 ALL NOMINEES LISTED FOR ELECTION OF DIRECTORS UNDER PROPOSAL 1; IN FAVOR OF
PROPOSALS 2 and 3; AND IN ACCORDANCE WITH THE PROXIES' JUDGEMENT UPON OTHER
MATTERS PROPERLY COMING BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
(Continued, and to be signed, on Reverse Side)
- --------------------------------------------------------------------------------
[X] Please mark
your vote
as in this example
FOR all nominees WITHHOLD
listed (except as AUTHORITY
marked to the To vote for all nominees
contrary below) listed at right Nominees:
1. ELECTION OF Louis D. Paolino Jr.
DIRECTORS [_] [_] Mark S. Alsentzer
Jon E. Goodrich
Robert M. Kramer
Richard B. Muir
Matthew J. Paolino
Constantine N. Papadakis
FOR AGAINST ABSTAIN
2. Approval and adoption of [_] [_] [_]
Mace's Amended and Restated
Certificate of Incorporation.
(INSTRUCTIONS: To withhold authority to vote for 3. Ratification of the Board's [_] [_] [_]
any individual nominee, write the nominee's name appointment of Ernst & Young LLP as
below) Mace's independent auditors for
fiscal year ending December 31, 1999.
__________________________________
In their discretion, the Proxies are authorized, to the extent
permitted by the rules of the Securities and Exchange Commission, to
vote upon such other business as may properly come before the meeting
or any adjournment or postponement thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
SIGNATURE _______________________ DATE________________ SIGNATURE _______________________ DATE____________
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 with full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.