SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section 240.14a-
12
WESTELL TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
WESTELL TECHNOLOGIES, INC.
101 KENDALL POINT DRIVE
OSWEGO, ILLINOIS 60643
(708) 820-1919
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 11, 1996
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Westell Technologies, Inc., a
Delaware corporation (the "Company"), will be held at the Marriott Chicago
Downtown, 540 N. Michigan Avenue, Chicago, Illinois 60611 on Wednesday,
September 11, 1996 at 10:00 a.m. Central Daylight Time for the following
purposes:
1. To elect seven directors.
2. To consider and transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July 26, 1996 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting.
By Order of the Board of Directors
Stephen J. Hawrysz
Vice President,
Secretary, Treasurer and
Chief Financial Officer
August 9, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE, SIGN AND MAIL THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE FOR MAILING IN
THE UNITED STATES. A PROMPT RESPONSE IS HELPFUL, AND YOUR COOPERATION WILL BE
APPRECIATED.
WESTELL TECHNOLOGIES, INC.
101 KENDALL POINT DRIVE
OSWEGO, ILLINOIS 60643
___________
Proxy Statement
Annual Meeting of Stockholders to be held September 11, 1996
___________
To the Stockholders of
WESTELL TECHNOLOGIES, INC.:
This Proxy Statement is being mailed to stockholders on or about August 9,
1996 and is furnished in connection with the solicitation by the Board of
Directors of Westell Technologies, Inc., a Delaware corporation (the "Company"),
of proxies for the Annual Meeting of Stockholders to be held on September 11,
1996 for the purpose of considering and acting upon the matters specified in the
Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. If
the form of Proxy which accompanies this Proxy Statement is executed and
returned, it will be voted. A Proxy may be revoked at any time prior to the
voting thereof by written notice to the Secretary of the Company.
A majority of the outstanding shares entitled to vote at this meeting and
represented in person or by proxy will constitute a quorum. The affirmative
vote of the holders of a plurality of the shares entitled to vote and
represented in person or by proxy at this meeting is required for the election
of directors. With regard to any other proposal submitted to a vote, approval
requires the affirmative vote of a majority of the shares entitled to vote and
represented in person or by proxy at this meeting. Shares represented by
proxies which are marked "abstain" or to deny discretionary authority on any
matter will be treated as shares present and entitled to vote, which will have
the same effect as a vote against any such matters. Broker "non-votes" will be
treated as not represented at the meeting as to matters for which a non-vote is
indicated on the broker's proxy and will not affect the determination of the
outcome of the vote on any proposal to be decided at the Annual Meeting. Broker
"non-votes" and the shares as to which stockholders abstain are included for
purposes of determining whether a quorum of shares is present at a meeting. A
broker "non-vote" occurs when a nominee holding shares for a beneficial owner
does not vote a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner.
Expenses incurred in the solicitation of proxies will be borne by the
Company. Officers of the Company may make additional solicitations in person or
by telephone.
The Annual Report to Stockholders for fiscal year ended March 31, 1996
("fiscal 1996") accompanies this Proxy Statement. If you did not receive a copy
of the report, you may obtain one by writing to the Secretary of the Company.
As of July 26, 1996, the Company had outstanding 14,687,848 shares of Class
A Common Stock and 21,617,134 shares of Class B Common Stock (collectively, the
"Common Stock"), and such shares are the only shares entitled to vote at the
Annual Meeting. Each share of Class A Common Stock is entitled to one vote and
each share of Class B Common Stock is entitled to four votes on each matter to
be voted upon at the Annual Meeting.
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
Set forth in the following table are the beneficial holdings (and the
percentages of outstanding shares represented by such beneficial holdings) as of
July 26, 1996 except as otherwise noted, of (i) each person (including any
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act")) known by the Company to own beneficially more than 5% of
its outstanding Common Stock, (ii) directors, (iii) each Named Executive
Officer, and (iv) all directors and executive officers as a group. Except as
otherwise indicated, the Company believes that the beneficial owners of the
Common Stock listed below, based on information provided by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable.
Under Rule 13d-3 of the Exchange Act, persons who have the power to vote or
dispose of Common Stock of the Company, either alone or jointly with others, are
deemed to be beneficial owners of such Common Stock.
<TABLE>
<CAPTION>
Stockholders, Number of Number of Percent of
Named Executive Class A Class B Total Voting
Officers and Directors Shares Shares(1) Power(2)
<S> <C> <C> <C>
Robert C. Penny III . . . . . . . . . . . . . . . . . . . -- 19,814,368 (3)78.4%
Melvin J. Simon . . . . . . . . . . . . . . . . . . . . . -- 20,063,456 (3)(4)79.3%
Gary F. Seamans . . . . . . . . . . . . . . . . . . . . . 124,544(5) 1,553,678 6.3%
Robert H. Gaynor . . . . . . . . . . . . . . . . . . . . 259,608 -- *
Curtis L. Benton . . . . . . . . . . . . . . . . . . . . 780,974 -- *
Michael F. Lathrope . . . . . . . . . . . . . . . . . . . 645,414 -- *
J. William Nelson . . . . . . . . . . . . . . . . . . . . 313,851 -- *
Robert D. Faw . . . . . . . . . . . . . . . . . . . . . . 124,544 -- *
Stefan D. Abrams . . . . . . . . . . . . . . . . . . . . 261,211 -- *
Michael A. Brunner . . . . . . . . . . . . . . . . . . . 116,241 -- *
Paul A. Dwyer . . . . . . . . . . . . . . . . . . . . . . 16,848(6) -- *
Ormand J. Wade . . . . . . . . . . . . . . . . . . . . . 106,285 -- *
All directors and
executive officers as a
group (15 persons) . . . . . . . . . . . . . . . . . . . 2,987,944 21,617,134 88.4%
* Less than 1%
(1)
Holders of Class B Common Stock have four votes per share and holders of
Class A Common Stock have one vote per share. Class A Common Stock is freely
transferable and Class B Common Stock is transferable only to certain
transferees but is convertible into Class A Common Stock on a share-for-share
basis.
(2)
Percentage of beneficial ownership is based on 14,687,848 shares of Class A
Common Stock and 21,617,134 shares of Class B Common Stock outstanding as of
July 26, 1996.
(3)
Includes 19,814,368 shares of Class B Common Stock held by Messrs. Penny and
Simon as Trustees pursuant to a Voting Trust Agreement dated February 23,
1994, as amended (the "Voting Trust"), among Robert C. Penny III and Melvin
J. Simon, as trustees (the "Trustees") and members of the Penny family (as
defined in the Voting Trust Agreement) and Simon family (as defined in the
Voting Trust Agreement). The Trustees have joint voting and dispositive power
over all shares in the Voting Trust. Messrs. Penny and Simon each disclaim
beneficial ownership with respect to all shares held in the Voting Trust in
which they do not have a pecuniary interest. The Voting Trust contains
6,215,377 shares held for the benefit of Mr. Penny's immediate family and
902,310 shares held for the benefit of Mr. Simon's immediate family. The
address for Messrs. Penny and Simon is Melvin J. Simon & Associates, Ltd.,
4343 Commerce Court, Suite 114, Lisle, Illinois 60532.
(4)
Includes 249,088 shares held in trust for the benefit of Shawn F. Seamans,
Gary F. Seaman's son, for which Mr. Simon is trustee and has sole voting and
dispositive power. Mr. Simon disclaims beneficial ownership of these shares.
(5)
Represents shares held in trusts for the benefit of J. William Nelson's
children for which Mr. Seamans is trustee and has sole voting and dispositive
power. Mr. Seamans disclaims beneficial ownership of these shares.
(6)
Includes options to purchase 16,848 shares that are exercisable within 60
days of July 31, 1996, but does not include options to purchase 73,052 shares
which are not presently exercisable.
</TABLE>
PROPOSAL NO. 1: ELECTION OF DIRECTORS
At the Annual Meeting, seven directors, constituting the entire Board of
Directors of the Company, are to be elected to hold office until the next annual
meeting of stockholders or until their successors are elected and qualified.
It is intended that the proxies (except proxies marked to the contrary) will
be voted for the nominees listed below, which nominees are members of the
present Board of Directors. It is expected that the nominees will serve, but if
any nominee declines or is unable to serve for any unforeseen cause, the proxies
will be voted to fill any vacancy so arising in accordance with the
discretionary authority of the persons named in the proxies.
NOMINEES
The following table sets forth certain information with respect to the
nominees, all of whom are members of the present Board of Directors:
<TABLE>
<CAPTION>
NAME AND AGE DIRECTOR
INFORMATION SINCE PRINCIPAL OCCUPATION AND OTHER
<S> <C> <C>
Gary F. Seamans (47) 1991 Gary F. Seamans has served as Chairman of the
Board of Directors of the Company since February
1991, as a director of the Company since
February 1988 and as Chief Executive Officer of
the Company since January 1988. From January
1988 to April 1996, Mr. Seamans also served as
President of the Company. Prior to joining the
Company, Mr. Seamans served as Vice President of
Sales and Marketing -- Midwest Division at MCI
Communications, Inc. from 1984 to 1987. From
1971 to 1984, Mr. Seamans held a variety of
management positions in the operations,
engineering, sales, marketing, strategic
planning, finance and personnel departments of
AT&T.
Robert H. Gaynor (72) 1990 Robert H. Gaynor has served as Vice Chairman of
the Board of Directors of the Company since
December 1991 and as a director of the Company
since October 1990. Mr. Gaynor presently serves
as Chairman of the Rockhill Workshop, an
executive conference at the University of
Missouri, Kansas City. From 1958 to 1986, Mr.
Gaynor held a variety of executive officer
positions at AT&T.
Melvin J. Simon (51) 1992 Melvin J. Simon has served as Assistant
Secretary and Assistant Treasurer of the Company
since July 1995 and as a Director of the Company
since August 1992. From August 1992 to July
1995, Mr. Simon served as Secretary and
Treasurer of the Company. A Certified Public
Accountant, Mr. Simon founded and has served as
President of Melvin J. Simon & Associates, Ltd.,
a public accounting firm, since May 1980.
Stefan D. Abrams (57) 1994 Stefan D. Abrams has served as a director of the
Company since February 1994. Mr. Abrams has been
a Managing Director of The TCW Group, Inc., an
investment management firm, since October 1992.
From September 1989 to September 1992, Mr.
Abrams was a Managing Director of Kidder,
Peabody & Company, an investment banking firm.
Michael A. Brunner (62) 1994 Michael A. Brunner has served as a director of
the Company since December 1994. From May 1985
to February 1992, Mr. Brunner served as
President of AT&T Federal Systems, a division of
AT&T. Mr. Brunner currently serves as a director
of Concurrent Computer Corporation, a computer
manufacturer, and as a director and past
Chairman of the Leonard Center for Excellence in
Engineering of Penn State University.
Paul A. Dwyer (62) 1996 Paul A. Dwyer has served as a director of the
Company since January 1996 and as a director of
Westell, Inc., a subsidiary of the Company,
since November 1995. Mr. Dwyer has served as
Vice President -- Finance of Henry Crown and
Company, a private investment firm, since
February 1981.
Ormand J. Wade (57) 1994 Ormand J. Wade has served as a director of the
Company since December 1994. From February 1987
to December 1992, Mr. Wade served as Vice
Chairman of Ameritech Corp. and from January
1982 to February 1987, as President and Chief
Executive Officer of Illinois Bell Telephone
Company. Mr. Wade currently serves as a director
of ITW Corporation, a manufacturer of precision
engineered products, Andrew Corporation, a
manufacturer of microwave and peripheral
equipment, NBD Bank Corp., a commercial bank,
and Northwestern Memorial Hospital, and as a
trustee of the University of Chicago.
</TABLE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES:
The Board of Directors held 11 meetings during fiscal 1996. All directors
attended at least 75% of the aggregate number of such meetings and of meetings
of Board committees on which they served in fiscal 1996 except Stefan Abrams who
attended eight meetings in fiscal 1996.
The Board of Directors has established five standing committees: the Audit
Committee, the Compensation Committee, the Stock Incentive Committee, the
Executive Committee and the Finance Committee.
The Audit Committee (comprised of Messrs. Brunner (Chair), Abrams and Dwyer)
met once in fiscal 1996. The functions of the Audit Committee consist of
recommending the appointment of auditors and overseeing the accounting and audit
functions of the Company.
The Compensation Committee (comprised of Messrs. Wade (Chair), Gaynor and
Simon) met once in fiscal 1996. The functions of the Compensation Committee
consist of determining executive officers' salaries and bonuses.
The Stock Incentive Committee (comprised of Messrs. Wade (Chair), Gaynor and
Simon) was established in August 1995 and met twice in fiscal 1996. The
functions of the Stock Incentive Committee consist of administering and
determining awards under the Company's 1995 Stock Incentive Plan and the
Employee Stock Purchase Plan.
The Executive Committee (comprised of Messrs. Gaynor (Chair), Seamans and
Simon) met once in fiscal 1996. The Executive Committee has the authority to
take all actions that the Board of Directors as a whole would be able to take,
except as limited by applicable law.
The Finance Committee (comprised of Messrs. Abrams (Chair), Seamans and
Simon) met once in fiscal 1996. The functions of the Finance Committee consist
of making recommendations to the Board of Directors as to financial matters and
as to such matters as shall be referred to it by the Board of Directors. The
Finance Committee shall also periodically review the investment policies and
performance of the Company.
Directors who are not employees of the Company each receive $20,000 per year
for services rendered as directors, except Mr. Gaynor who receives $30,000 per
year as Vice Chairman. In addition, all directors may be reimbursed for certain
expenses incurred in connection with attendance at Board and committee meetings.
Other than with respect to reimbursement of expenses, directors who are
employees of the Company do not receive additional compensation for service as a
director. In connection with his election as a director of the Westell, Inc. a
subsidiary of the Company in November 1995, Mr. Dwyer was granted an option to
purchase 89,900 shares of Class A Common Stock at an exercise price of $6.50 per
share. Mr. Dwyer's options vest at a rate of 1,872 shares per month commencing
January 1, 1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES.
EXECUTIVE COMPENSATION
The following table sets forth information for the fiscal years ended
March 31, 1995 and 1996, with respect to all compensation paid or earned for
services rendered to the Company by the Company's Chief Executive Officer and
the Company's four other most highly compensated executive officers who were
serving as executive officers at March 31, 1996 (together, the "Named Executive
Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
FISCAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1)(2)
<S> <C> <C> <C> <C>
Gary F. Seamans
Chairman of the Board and
Chief Executive Officer . . . . . . . . . 1996 $275,000 $212,800 $ 5,136
1995 253,000 231,000 3,205
Curtis L. Benton
Executive Vice President and Chief
Administration Officer . . . . . . . . . 1996 153,000 69,600 6,454
1995 139,000 124,382 3,162
J. William Nelson
President of U.S. Operations . . . . . . 1996 152,000 69,600 4,435
1995 138,000 124,790 2,707
Michael F. Lathrope
Senior Vice President of Product
Development and Chief Technology
Officer . . . . . . . . . . . . . . . . . 1996 140,000 42,400 4,366
1995 130,000 71,896 2,395
Robert D. Faw
President of Global Operations . . . . . 1996 120,000 42,000 1,845
1995 105,000 67,500 988
(1)
All Other Compensation for fiscal 1996 consists of matching contributions
under the Company's 401(k) Profit Sharing Plan and life insurance premiums,
as follows: Mr. Seamans: $3,570 and $1,566, respectively; Mr. Benton: $4,177
and $2,277, respectively; Mr. Nelson: $3,937 and $498, respectively; Mr.
Lathrope: $3,910 and $456, respectively; and, Mr. Faw: $1,625 and $220,
respectively.
(2)
The Company did not issue restricted stock or grant stock options or SARs to
any of the Named Executive Officers in fiscal 1996. At March 31, 1996,
restricted stock, with a fair market value equal to $18.50 per share, was
held by Mr. Seamans (199,636 shares of Class B Common Stock valued at
$3,693,266); Mr. Benton (66,468 shares of Class A Common Stock valued at
$1,229,658); and, Mr. Faw (72,500 shares of Class A Common Stock valued at
$1,341,250). Holders of restricted stock receive all dividends, if any, paid
on such shares.
</TABLE>
EMPLOYMENT AGREEMENTS
Pursuant to an agreement dated September 13, 1988 between the Company and
Richard Riviere, the Vice President of Transaction Services of the Company and
President of Conference Plus, Inc., a subsidiary of the Company ("Conference
Plus"), Mr. Riviere receives an annual base salary of not less than $75,000
during his employment with the Company. This agreement also provides Mr. Riviere
with a right of first refusal with respect to the Company's interest in
Conference Plus in the event the Company decides to sell such interest. In
addition, after his employment with the Company terminates, Mr. Riviere has
agreed not to compete with the Company for a period of two years.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for the
Company's executive compensation policies. It annually determines the
compensation to be paid to the executive officers of the Company. The Committee
has two outside directors. The membership of the Compensation Committee and the
Stock Incentive Committee were identical in fiscal 1996 and references made to
the Compensation Committee in this report shall also be deemed to be references
to the Stock Incentive Committee.
OVERVIEW AND PHILOSOPHY
The executive compensation program is intended to provide overall levels of
compensation for the executive officers which are competitive for the industries
and the geographic areas within which they operate, the individual's experience,
and contribution to the long-term success of the Company. A leading consulting
firm provides information regarding executive compensation of companies that
operate in similar industries which the Committee considers. The Hambrecht &
Quist Communications Index (see Performance Graph) includes some of the
companies which the Company considers. The Committee believes that its task of
determining fair and competitive compensation is ultimately judgmental.
The program is composed of base salary, annual incentive compensation,
equity based incentives, and other benefits generally available to all
employees.
BASE SALARY
The base salary for each executive is intended primarily to be competitive
with companies in the industries and geographic areas in which the Company
competes. Surveys from outside firms and consultants are used to help determine
what is competitive. In making annual adjustments to base salary, the Committee
also considers the individual's performance over a period of time as well as any
other information which may be available as to the value of the particular
individual's past and prospective future services to the Company. This
information includes comments and performance evaluations by the Company's Chief
Executive Officer. The Committee considers all such data; it does not prescribe
the relative weight to be given to any particular component.
ANNUAL INCENTIVE COMPENSATION
Annual incentive compensation is ordinarily determined by a formula which
considers the financial goals and objectives of the Company.
LONG-TERM INCENTIVES
In general, the Committee believes that equity based compensation should
form a part of an executive's total compensation package. Stock options may be
granted to executives in order to directly relate a portion of the executive's
earnings to the stock price appreciation realized by the Company's stockholders
over the option period. Stock options also provide executives with the
opportunity to acquire an ownership interest in the Company. The number of
shares covered by each executive's option will be determined by factors similar
to those considered in establishing base salary. In fiscal 1996, no stock
options were granted to executive officers.
OTHER
Other benefits are generally those available to all other employees in the
Company, or a subsidiary, as appropriate.
COMPENSATION FOR CHIEF EXECUTIVE OFFICER
The Committee applies the same standards in establishing the compensation
of the Company's Chief Executive Officer as are used for other executives.
However, there are procedural differences. The Chief Executive Officer does not
participate in setting the amount and nature of his compensation. Gary Seamans
received a bonus of $212,800 but did not receive any stock options for fiscal
1996.
The Committee does not expect that Section 162(m) of the Internal Revenue
Code will limit the deductibility of compensation expected to be paid by the
Company in the foreseeable future.
This report is submitted by the Compensation Committee of the Board of
Directors.
Respectfully Submitted By:
The Compensation Committee
Ormand J. Wade (Chair)
Robert H. Gaynor
Melvin J. Simon
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Compensation Committee is currently composed of Messrs. Wade (Chair),
Gaynor and Simon, the Assistant Secretary and Assistant Treasurer of the
Company. No interlocking relationship exists between the Company's Board of
Directors or Compensation Committee and the board of directors or compensation
committee of any other company, nor has any such interlocking relationship
existed in the past.
Since 1984, Melvin J. Simon & Associates, Ltd. has provided accounting and
other financial services to the Company. Mr. Simon, a director and the Assistant
Secretary and Assistant Treasurer of the Company and Co-Trustee of the Voting
Trust, is the sole owner of Melvin J. Simon & Associates, Ltd. The Company paid
Melvin J. Simon & Associates, Ltd. approximately $88,000, $88,000 and $64,000
in fiscal 1994, 1995 and 1996, respectively, for its services. The Company
believes that these services are provided on terms no less favorable to the
Company than could be obtained from unaffiliated parties.
Pursuant to a contract that expired on January 31, 1996, Florence R. Penny,
the mother of Robert C. Penny III, a Co-Trustee of the Voting Trust, and the
beneficial owner of shares of Class B Common Stock held in the Voting Trust, for
which Mr. Simon also acts as Co-Trustee, received $63,000 per year for her
services as a consultant to the Company.
The Company has granted Robert C. Penny III and Melvin J. Simon, as
Trustees of the Voting Trust, certain registration rights with respect to the
shares of Common Stock held in the Voting Trust.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that the Company's officers and
directors, and persons who own more than ten percent of the Company's
outstanding stock, file reports of ownership and changes in ownership with the
Securities and Exchange Commission. During Fiscal 1996, to the knowledge of the
Company, all Section 16(a) filing requirements applicable to its officers,
directors, and greater than ten percent beneficial owners were complied with
except that Richard P. Riviere (the Vice President of Transaction Services)
filed a Form 4 on August 5, 1996 for one transaction occurring in the month of
December when it should have been filed on January 10, 1996 and Messrs. Kreitman
(Senior Vice President of Global Manufacturing and Sourcing) and Hafner (Vice
President of Business Development) filed their Form 3s on July 10, 1996 when
they should have been filed on May 1, 1996.
PERFORMANCE GRAPH
The following performance graph compares the monthly percentage change in
the Company's cumulative total stockholder return on its Class A Common Stock
with the cumulative total return of the Nasdaq Stock Market--U.S. Index and the
Hambrecht & Quist Communications Index for the period commencing December 1,
1995 (the first day of trading of the Class A Common Stock on the Nasdaq
National Market) and ending March 31, 1996. The stock price performance shown in
the performance graph is not indicative of future stock price performance.
COMPARISON OF FOUR MONTH CUMULATIVE TOTAL RETURN*
[GRAPH OMITTED]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
12/1/95 12/95 1/96 2/96 3/96
<S> <C> <C> <C> <C> <C>
WESTELL TECHNOLOGIES, INC 100 193 182 300 285
NASDAQ STOCK MARKET--U.S. 100 99 100 104 104
H & Q COMMUNICATIONS 100 94 95 104 96
* $100 invested on December 1, 1995 in Class A Common Stock or on November
30, 1995 in Index -- including reinvestment of dividends. Fiscal year
ending March 31, 1996.
</TABLE>
ACCOUNTANTS
Selection of independent auditors is made by the Board of Directors upon
consultation with the Audit Committee. The Company's independent auditors for
fiscal 1996 were Arthur Andersen LLP. The Board of Directors will vote upon the
selection of auditors for the current fiscal year at a future Board meeting.
Representatives of Arthur Andersen LLP will be present at the Annual Meeting
with the opportunity to respond to appropriate questions and to make a statement
if they desire to do so.
PROPOSALS OF SECURITY HOLDERS
A stockholder proposal to be presented at the 1997 Annual Meeting must be
received at the Company's executive offices, 101 Kendall Point Drive, Oswego,
Illinois 60643 by no later than April 11, 1997 for evaluation as to inclusion in
the Proxy Statement in connection with such meeting.
In order for a stockholder to nominate a candidate for director, under the
Company's Bylaws timely notice of the nomination must be given in writing to the
Secretary of the Company. To be timely, such notice must be delivered or mailed
by first class United States mail, postage prepaid, to the Secretary at the
principal executive offices of the Company not less than sixty (60) days prior
to the date of the annual meeting of stockholders. Such notice must describe
various matters regarding the nominee and the stockholder giving the notice,
including such information as name, address, occupation and shares held.
In order for a stockholder to bring other business before a stockholders
meeting, timely notice must be given to the Secretary of the Company within the
time limits described above. Such notice must include various matters regarding
the stockholder giving the notice and a description of the proposed business.
These requirements are separate from and in addition to the requirements a
stockholder must meet to have a proposal included in the Company's proxy
statement.
FINANCIAL INFORMATION
The Company has furnished its financial statements to stockholders in its
1996 Annual Report, which accompanies this Proxy Statement. In addition, the
Company will promptly provide, without charge to any stockholder, on the request
of such stockholder, an additional copy of the 1996 Annual Report and the
Company's most recent Form 10-K. Written requests for such copies should be
directed to Westell Technologies, Inc., Attention: Garrick Case, Director,
Investor Relations, 101 Kendall Point Drive, Oswego, Illinois 60643; telephone
number (630) 820-1919.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Directors of the Company knows of no other business which may
come before the Annual Meeting. However, if any other matters are properly
presented to the Meeting, the persons named in the proxies will vote upon them
in accordance with their best judgment.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE PROXY AND
RETURN IT IN THE ENCLOSED STAMPED ENVELOPE.
By Order of the Board of Directors
STEPHEN J. HAWRYSZ
Vice President, Secretary, Treasurer
and Chief Financial Officer
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Date: August 9, 1996
PROXY WESTELL TECHNOLOGIES, INC.
This Proxy is Solicited by the Board of Directors for the Annual Meeting of
Shareholders, September 11, 1996, 10:00 a.m. local time, at Marriott Chicago
Downtown, 540 N. Michigan Avenue, Chicago, Illinois 60611.
The undersigned hereby appoints Gary F. Seamans and Melvin J. Simon, and each of
them, proxies with the powers the undersigned would possess if personally
present, and with full power of substitution, to vote all Class A Common Stock
and/or Class B Common Stock held of record by the undersigned in Westell
Technologies, Inc., upon all subjects that may properly come before the Annual
Meeting. Including the matters described in the proxy statement furnished
herewith, subject to any directions indicated on the reverse side of this card.
If no directions are given, the proxies will vote in accordance with the
Directors' recommendations on the subjects listed on the reverse side of this
card and at their discretion on any other matter that may properly come before
the Annual Meeting or any adjournment thereof.
If you do not sign and return a proxy, or attend the Annual Meeting and vote by
ballot, your shares cannot be voted, nor your instructions followed.
Directors recommend a vote "FOR":
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote (except
as marked to the contrary) for all
nominees listed below
Nominees: Gary F. Seamans, Robert H. Gaynor, Melvin J. Simon, Stefan D.
Abrams, Michael A. Brunner, Paul A. Dwyer and Ormand J. Wade
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
Please sign exactly as name or names appear on
this proxy, if stock is held jointly, each holder
should sign. If signing as attorney, trustee,
executor, administrator, custodian, guardian or
corporate officer, please give full title.
Dated:__________________________, 1996
Signature_____________________________
Signature_____________________________
Votes must be indicated (x) in Black
