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Preliminary proxy statement |
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Definitive proxy statement |
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive additional materials |
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Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 |
1 |
Set forth the amount on which the filing fee is calculated and state how it
was determined. |
1. |
To elect two (2) Class III Directors named herein, to serve for a term of three (3) years or until their successors have been duly elected and qualified;
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2. |
To ratify the selection of the firm of Grant Thornton LLP as auditors for the Company for the fiscal year ending September 27, 2003; and
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3. |
To consider and act upon such other business and matters or proposals as may properly come before the Meeting or any adjournments thereof.
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Name and Address |
Beneficial Ownership (Number of Shares)(1) |
Percent of Class(1) |
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Royce & Associates, Inc. c/o Charles M. Royce 1414 Avenue of the Americas
New York, NY 10019 |
96,700(2) |
7.2 |
%(2) |
(1) |
Unless otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares set forth opposite such
persons name. Information with respect to beneficial ownership is based upon information furnished by each stockholder to the Company directly or to the Securities and Exchange Commission (SEC). |
(2) |
The nature of ownership of Royce & Associates, Inc. (Royce) as set forth herein is based upon their Schedule 13G filed on February 12, 2002,
with the SEC. Royce in its capacity as investment advisor may be deemed the beneficial owner of the 96,700 shares indicated in the above table, which shares are owned by numerous clients of Royce. Mr. Royce disclaims beneficial ownership of the
96,700 shares owned by Royce. |
Name and Year First Became a
Director (1) |
Positions and Offices with the Company |
Age |
Amount and Nature of Beneficial Ownership (# of shares)(1) |
Percent of Class(1) |
||||||
Mitchell B. Briskin (2) 1998Class I Director |
Director |
43 |
8,456 |
(3) |
* |
| ||||
David A. B. Brown (4) 1998Class II Director |
Director |
59 |
21,175 |
(5) |
1.30 |
% | ||||
Robert T. Lessard (6) 1997Class II Director |
Director |
62 |
10,798 |
(7) |
* |
| ||||
Carl H. Guild, Jr. (8) 1997Class III Director |
Director, Chairman of the Board, Chief Executive Officer, and President |
58 |
224,048 |
(9) |
13.8 |
% | ||||
Donald Lake (10) 1998Class III Director |
Director |
58 |
9,251 |
(11) |
* |
| ||||
Thomas E. Peoples (12) 1998Class III Director |
Director |
54 |
9,006 |
(13) |
* |
| ||||
Non-Director Officers |
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John I. Gill (14) |
Executive Vice President |
63 |
45,051 |
(15) |
2.8 |
% | ||||
Michael P. Malone (16) |
Chief Financial Officer, Treasurer and Asst. Clerk |
43 |
29,002 |
(17) |
1.8 |
% | ||||
All directors, director nominees and officers as a group (8 persons) |
356,787 |
(18) |
21.9 |
% |
* |
Holds less than one (1) percent of the outstanding common stock |
(1) |
Unless otherwise indicated, each of the persons named in the table has sole voting and investment powers with respect to the shares set forth opposite such
persons name. With respect to each person or group, percentages are calculated based on the number of shares beneficially owned plus shares that may be acquired by such person or group within sixty days of December 13, 2002, upon the exercise
of stock options. Unless otherwise indicated herein, none of the persons named in this table is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company,
including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies. None of the persons named in the
table, nor any of their respective associates have any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its
affiliates will or may be a party. Except as otherwise described herein, none of the persons named in this table own any security of the Company of record but not beneficially. The address of Messrs., Briskin, Brown, Lessard, Guild, Lake, Peoples,
Gill and Malone is c/o Technical Communications Corporation, 100 Domino Drive, Concord, Massachusetts 01742. |
(2) |
Mr. Briskin, is a Principal at Stonebridge Associates, an investment bank, where he has worked since 1999. Formerly, Mr. Briskin was a Principal at Concord
Investment Partners from 1997 to 1999. From 1996 to 1997 Mr. Briskin was attending Harvard Business School. From 1990 to 1995, Mr. Briskin was General Manager at General Chemical Corporation; previously, he was a lawyer with Patterson, Belknap, Webb
& Tyler in New York City. |
(3) |
Includes an aggregate of 4,278 shares issuable upon the exercise of various stock options. |
(4) |
Mr. Brown joined the Board of Directors in November, 1998. Since 1984, Mr. Brown has been the President of The Windsor Group, Inc., a business consulting firm
focused on the oil industry and international operations. |
(5) |
Includes an aggregate of 4,000 shares issuable upon the exercise of a stock option. |
(6) |
Mr. Lessard has been employed in a variety of management positions from 1966 through December, 1995, at the U.S. National Security Agency (NSA),
Department of Defense. During his final two years at NSA, Mr. Lessard was the Group Chief in the Operations Directorate responsible for communications and cryptographic technology. Since his retirement in December 1995, he has represented the
Director of the National Security Agency on several special projects. |
(7) |
Includes an aggregate of 4,945 shares issuable upon the exercise of stock options. |
(8) |
Mr. Guild was elected Chairman of the Board, Chief Executive Officer and President of the Company on February 12, 2001, positions he had previously held from
February 13, 1998 until November 19, 1998. From November 19, 1998, to February 12, 2001, Mr. Guild served as the Companys Vice-chairman, Chief Executive Officer and President. Mr. Guild was elected to the Board on May 1, 1997, and had been an
independent consultant to the Company from that time until February 13, 1998. From 1993 to 1997, he was a Senior Vice President with Raytheon Engineers and Constructors, Inc., a unit of Raytheon Company. Mr. Guild serves as President and Chief
Executive Officer of the Company pursuant to an Employment Agreement, as amended with the Company previously filed with the SEC as an Exhibit to the Companys Form 10-QSB for the quarter ending June 29, 2002. |
(9) |
Includes an aggregate of 218,695 shares issuable upon the exercise of various stock options. |
(10) |
Mr. Lake has been a financial consultant focusing on international financial operations related to intelligence and law enforcement activities to various
government agencies since 1991. Before initiating his consulting practice, Mr. Lake served as Director of the International Banking Services Division of the American Security Bank in Washington, D.C. Mr. Lake will not be standing for re-election to
another term. |
(11) |
Includes an aggregate of 4,278 shares issuable upon the exercise of stock options. |
(12) |
Mr. Peoples is currently retired. From October 1999 to December 2001, Mr. Peoples was a Senior Vice President of Gencorp, Inc., a publicly held manufacturer of
automotive, polymer, aerospace, and defense products. From 1992 to September 30, 1999, Mr. Peoples was the Vice President for International and Washington Operations of Aerojet, a privately held aerospace and defense contractor. Prior to 1992,
Mr. Peoples served as Manager of Business Development for Smart Munitions Programs at Raytheon Company. |
(13) |
Includes an aggregate of 4,278 shares issuable upon the exercise of stock options. |
(14) |
Mr. Gill, Executive Vice President since 1995, has been employed by the Company since August 1983. He was Vice President of Manufacturing and Technical
Operations from 1989 to 1995. Mr. Gill serves as Executive Vice President of the Company pursuant to an Employment Agreement with the Company previously filed with the SEC as an Exhibit to the Companys Form 10-QSB for the quarter ending March
31, 2001. |
(15) |
Includes an aggregate of 25,500 shares issuable upon the exercise of a stock option. |
(16) |
Mr. Malone, Chief Financial Officer, joined the Company in 1998 as Principal Financial Officer and Treasurer. From 1997 to 1998, he was the Controller at Vasca,
Inc., a privately held medical device company. Prior to 1997, Mr. Malone was with Zoll Medical Corporation, a publicly traded medical device company for five years as its Controller and Treasurer. Mr. Malone serves as Chief Financial Officer of the
Company pursuant to an Employment Agreement with the Company previously filed with the SEC as an Exhibit to the Companys Form 10-QSB for the quarter ending March 31, 2001. |
(17) |
Includes an aggregate of 26,500 shares issuable upon the exercise of a stock option. |
(18) |
Includes an aggregate of 292,474 shares of common stock issuable upon the exercise of stock options. |
Name and Principal Position |
Fiscal Year |
Salary |
Bonus |
All Other Compensation |
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Carl H. Guild, Jr. |
2002 |
$ |
195,072 |
$ |
2,616 |
(1) | |||||
Chairman, CEO & President |
2001 |
|
199,680 |
|
7,506 |
(2) | |||||
2000 |
|
195,720 |
|
|
9,198 |
(3) | |||||
John I. Gill |
2002 |
$ |
136,774 |
|
$ |
2,052 |
(4) | ||||
Executive Vice President |
2001 |
|
135,388 |
|
|
2,030 |
(4) | ||||
2000 |
|
126,583 |
|
|
1,899 |
(4) | |||||
Michael P. Malone |
2002 |
$ |
122,123 |
|
$ |
1,832 |
(5) | ||||
Chief Financial Officer |
2001 |
|
118,320 |
|
|
1,774 |
(5) | ||||
2000 |
|
106,734 |
|
|
1,601 |
(5) |
(1) |
Represents the Companys 25% match on the first 6% of Mr. Guilds fiscal year 401(k) contribution. |
(2) |
Includes income realized upon receipt of Company stock valued at $4,956 as a result of grants on February 12, 2001 and May 3, 2001 by the Companys Board
of Directors and $2,550 representing the Companys 25% match on the first 6% of Mr. Guilds fiscal year 401(k) contribution. |
(3) |
Includes income realized upon receipt of Company stock valued at $6,800 as a result of grants on November 18, 1999, February 7, 2000 and August 3, 2000 by the
Companys Board of Directors and $2,398 representing the Companys 25% match on the first 6% of Mr. Guilds 2000 fiscal year 401(k) contribution. |
(4) |
Represents the Companys 25% match on the first 6% of Mr. Gills fiscal year 401(k) contribution. |
(5) |
Represents the Companys 25% match on the first 6% of Mr. Malones fiscal year 401(k) contribution. |
Name |
Number of Securities Underlying Options/ SARs Granted |
Percent of Total Options/SARs Granted to Employees in FY 2002(1) |
Exercise or Base Price ($/sh) |
Expiration Date | |||||||
Carl H. Guild, Jr. |
39,000 |
(2) |
37.7 |
% |
$ |
0.90 |
11/8/11 | ||||
John I. Gill |
22,500 |
(3) |
21.7 |
% |
$ |
0.90 |
11/8/11 | ||||
Michael P. Malone |
22,500 |
(4) |
21.7 |
% |
$ |
0.90 |
11/8/11 |
(1) |
Options to purchase a total of 103,500 shares of the Companys Common Stock were granted to employees of the Company. |
(2) |
Common Stock options, 1,500 shares of which were granted to Mr. Guild under the 2001 Plan on February 11, 2002, are exercisable immediately; 37,500 shares of
which were granted to Mr. Guild under the 2001 Plan on November 8, 2001, exercisable as follows: 33 1/3%
immediately and the remainder at 33 1/3% per year over two years. |
(3) |
Common Stock options, all of which were granted to Mr. Gill under the 2001 Plan on November 8, 2001, exercisable as follows: 33 1/3% immediately and the remainder at 33 1/3% per year over two years. |
(4) |
Common Stock options, all of which were granted to Mr. Malone under the 2001 Plan on November 8, 2001, exercisable as follows: 33 1/3% immediately and the remainder at 33 1/3% per year over two years. |
Shares Acquired on Exercise |
Value Realized |
Number of Unexercised Options at Fiscal Year End |
Value of Unexercised In-the-Money Options at Fiscal Year End(1) | ||||||||||||
Name |
Exercisable |
Not Exercisable |
Exercisable |
Not Exercisable | |||||||||||
Carl H. Guild, Jr. |
500 |
$ |
195 |
218,695 |
(2) |
18,750 |
(3) |
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John I. Gill |
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|
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25,500 |
(4) |
12,000 |
(6) |
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Michael P. Malone |
|
|
|
26,500 |
(5) |
11,000 |
(7) |
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(1) |
Value is based on the difference between the option exercise price and the fair market value on September 28, 2002 ($0.40 per share), multiplied by the number
of shares underlying the in-the-money portion of the option. In the money options are those options for which the fair market value of the underlying common stock is greater than the exercise price of the option. |
(2) |
This represents exercisable grants of options under the 1991 Plan to buy 20,000 shares, granted on May 1, 1997, at the following exercise dates and prices: (i)
4,000 shares on May 1, 1998 at an exercise price of $8.875 per share, (ii) 4,000 shares on May 1, 1999, at an exercise price of $9.76 per share, (iii) 4,000 shares on May 1, 2000, at an exercise price of $10.74 per share, (iv) 4,000 shares on May 1,
2001, at an exercise price of $11.81 per share and (v) 4,000 shares on May 1, 2002, at an exercise price of $12.99 per share; 50,000 shares granted on February 16, 1998, at the following exercise dates and prices, (i) 20,000 shares on February 16,
1998, at an exercise price of $5.000 per share, (ii) 10,000 shares on February 16, 1999, at an exercise price of $6.05 per share, (iii) 10,000 shares on February 16, 2000, at an exercise price of $5.50 and (iv) 10,000 shares on February 16, 2001, at
an exercise price of $6.66 per share; 945 shares granted on August 14, 1998, at an
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exercise price of $5.42 per share; 100,000 shares granted on November 18, 1998, at an exercise price of $4.00 per share; 1,000 shares granted on February 8, 1999, at an exercise price of $3.40
per share; 1,000 shares granted on February 7, 2000, at an exercise price of $5.10 per share and 1,000 shares granted on February 12, 2001, at an exercise price of $1.97 per share; 12,500 shares granted on November 13, 2000, at the following
exercise dates and prices (i) 6,250 shares on November 13, 2000, at $2.03 per share, (ii) 6,250 shares on November 13, 2001, at $2.03 per share and (iii) 6,250 shares on November 13, 2002, at $2.03 per share. |
(3) |
This represents unexercisable grants of options under the 1991 Plan to buy 6,250 shares granted on November 13, 2000, at $2.03 per share on November 13, 2003.
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(4) |
This represents exercisable grants of options under the 1991 Plan to buy 3,000 shares granted on January 24, 2000, at an exercise price of $7.125 per share;
5,000 shares granted on November 13, 2000, at an exercise price of $2.03 per share. |
(5) |
This represents exercisable grants of options under the 1991 Plan to buy 4,000 shares granted on November 30, 1998, at an exercise price of $4.00 per share;
7,500 shares granted on November 13, 2000, at an exercise price of $2.03 per share. |
(6) |
This represents unexercisable grants of options under the 1991 Plan to buy 2,000 shares granted on January 24, 2000, at $7.125 per share; 1,000 shares each on
January 24, 2004, and January 24, 2005, respectively. This also represents unexercisable grants of options under the 1991 Plan to buy 2,500 shares granted on November 13, 2000, at $2.03 per share on November 13, 2003.
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(7) |
This represents unexercisable grants of options under the 1991 Plan to buy 1,000 shares granted on November 30, 1998, at $4.00 per share on November 30, 2003.
This also represents unexercisable grants of options under the 1991 Plan to buy 2,500 shares granted on November 13, 2000, at $2.03 per share on November 13, 2003. |
Please date, sign and mail your proxy card |
COMPANY NUMBER |
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in the envelope provided as soon as possible. |
ACCOUNT NUMBER |
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NUMBER OF SHARES |
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1. Election of directors: |
FOR AGAINST ABSTAIN | ||||||
NOMINEES |
The Board of Directors recommends that you vote FOR the ratification of Grant Thornton LLP. 2. To ratify the selection of the firm of ¨ ¨ ¨ Grant Thornton LLP as the Companys auditors. 3. In their
discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. | ||||||
¨ FOR ALL NOMINEES |
O Mr. Carl H. Guild, Jr. O Mr. Thomas E. Peoples |
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¨ WITHHOLD AUTHORITY FOR ALL NOMINEES |
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¨ FOR ALL EXCEPT (See instructions below) |
This proxy, if properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, the
proxy will be voted FOR Items 1 and 2. Please vote, date and sign on the reverse side, and promptly return in the enclosed
envelope. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. IT WILL BE VOTED AS DIRECTED. IF NO CHOICE IS INDICATED IT WILL BE VOTED FOR
ITEMS 1 AND 2. | ||||||
INSTRUCTION: To withold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here: l |
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this method. |
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