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] No fee required
[ ] 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.
750 NORTH COMMONS DRIVE
AURORA, ILLINOIS 60504
(630) 898-2500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 10, 1997
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Westell Technologies, Inc., a
Delaware corporation (the "Company"), will be held at the Company's Corporate
Headquarters, 750 North Commons Drive, Aurora, Illinois 60504 on Wednesday,
September 10, 1997 at 10:00 a.m. Central Daylight Time for the following
purposes:
1. To elect seven directors; and
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 25, 1997 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 8, 1997
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.
750 NORTH COMMONS DRIVE
AURORA, ILLINOIS 60504
___________
Proxy Statement
Annual Meeting of Stockholders to be held September 10, 1997
___________
To the Stockholders of
WESTELL TECHNOLOGIES, INC.:
This Proxy Statement is being mailed to stockholders on or about August 8,
1997 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 10,
1997 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, 1997
("fiscal 1997") 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 25, 1997, the Company had outstanding 15,078,700 shares of Class
A Common Stock and 21,245,913 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 25, 1997 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 . . . . . . . . . . . . . . . . -- 19,661,068 (3) 78.6%
Melvin J. Simon . . . . . . . . . . . . . . . . . . -- 19,873,356 (3)(4) 79.4%
Gary F. Seamans . . . . . . . . . . . . . . . . . . 105,644 (5) 1,372,557 5.5%
Robert H. Gaynor . . . . . . . . . . . . . . . . . 259,608 -- *
Curtis L. Benton . . . . . . . . . . . . . . . . . 689,974 (6) -- *
Richard P. Riviere . . . . . . . . . . . . . . . . 2,400 (6) -- *
J. William Nelson . . . . . . . . . . . . . . . . . 284,351 (6) -- *
Robert D. Faw . . . . . . . . . . . . . . . . . . . 106,144 (6) -- *
Stefan D. Abrams . . . . . . . . . . . . . . . . . 223,360 -- *
Michael A. Brunner . . . . . . . . . . . . . . . . 60,900 -- *
Paul A. Dwyer . . . . . . . . . . . . . . . . . . . 37,437 (6) -- *
Ormand J. Wade . . . . . . . . . . . . . . . . . . 106,285 -- *
All directors and executive
officers as a group (17 persons) . . . . . . . . . 2,126,649 (6) 21,245,913 87.0%
* 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 15,078,700 shares of Class
A Common Stock and 21,245,913 shares of Class B Common Stock outstanding as
of July 25, 1997.
(3) Includes 19,661,068 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 6,170,381 shares held for the benefit of Mr. Penny's
immediate family and 863,510 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 212,288 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 shares that are exercisable within 60 days of
July 25, 1997 as follows: Mr. Benton: 4,000 shares; Mr. Riviere: 2,400
shares; Mr. Nelson: 8,000 shares; Mr. Faw: 8,000 shares; Mr. Dwyer: 37,437
shares; and all directors and executive officers as a group: 95,837 shares.
</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>
DIRECTOR
NAME AND AGE SINCE PRINCIPAL OCCUPATION AND OTHER INFORMATION
<S> <C> <C>
Gary F. Seamans (49) 1988 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 (73) 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.
From 1958 to 1986, Mr. Gaynor held a variety of executive officer positions at
AT&T.
Melvin J. Simon (52) 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 (58) 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 (63) 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 (63) 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 (58) 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, and
Northwestern Memorial Hospital, and as a trustee of the University of Chicago.
Mr. Wade also serves as a member of the Executive Committee of the Chicago
Community Trust, a Chicago community foundation.
</TABLE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES:
The Board of Directors held 14 meetings during fiscal 1997. 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 1997.
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 three times in fiscal 1997. 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 three times in fiscal 1997. 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 Dwyer) met seven times in fiscal 1997. 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 1997. 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 two times in fiscal 1997. 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 directors. In connection with his election as a director of 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. Mr. Simon also receives $1,250 each quarter for his services
as a director of Conference Plus, Inc., a subsidiary of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES.
EXECUTIVE OFFICERS
The following sets forth certain information with respect to the current
executive officers of the Company. Please refer to the information contained
above for biographical information of executive officers who are also directors
of the Company.
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Gary F. Seamans . . . . . . . . . 49 Chairman of the Board of Directors, President and Chief Executive Officer
Robert H. Gaynor . . . . . . . . 73 Vice Chairman of the Board of Directors
Robert D. Faw . . . . . . . . . . 43 Chief Executive Officer - Westell, Inc.
J. William Nelson . . . . . . . . 44 President-Westell, Inc.
Curtis L. Benton . . . . . . . . 57 Executive Vice President
Richard P. Riviere . . . . . . . 42 Senior Vice President of Transaction Services and President of Conference Plus
Melvin J. Simon . . . . . . . . . 52 Assistant Secretary, Assistant Treasurer and Director
Stephen J. Hawrysz . . . . . . . 39 Vice President, Secretary, Treasurer and Chief Financial Officer
William J. Noll . . . . . . . . . 56 Senior Vice President of Product Development and Chief Technology Officer
David B. Corey . . . . . . . . . 37 Senior Vice President Global Marketing
Marcus H. Hafner, Sr. . . . . . . 40 Senior Vice President of Business Development and Global Partnering
Neil J. Kreitman . . . . . . . . 40 Senior Vice President of Manufacturing and Global Sourcing
Marc J. Zionts . . . . . . . . . 35 Senior Vice President of DSL System Sales
</TABLE>
Robert D. Faw has served as Chief Executive Officer - Westell, Inc. since
March 1997. Previously Mr. Faw has served as President of Global Operations from
April 1996 to March 1997, as President of Westell International since February
1993 and as Chief Executive Officer of Westell International since August 1993.
Mr. Faw served as Executive Vice President, International Operations of the
Company from July 1995 to April 1996. Prior to joining the Company, Mr. Faw was
Director of International Operations and Business Development Director of
Advanced Technologies at AT&T Paradyne Corporation from October 1981 to January
1993.
Curtis L. Benton has served as Executive Vice President since July 1993.
Mr. Benton has also served as Chief Administration Officer from April 1996 to
March 1997,as Executive Vice President of the Operating Company since August
1992 and as Chief Operating Officer of the Company from January 1990 to April
1996.
J. William Nelson has served as President - Westell, Inc. since March 1997.
Mr. Nelson served as President of U.S. Operations from April 1996 to March 1997
and as Executive Vice President and Chief Customer Satisfaction Officer of
Westell, Inc. since July 1993. Mr. Nelson also has served as Senior Vice
President and Chief Customer Satisfaction Officer of the Company from May 1991
to June 1993. Prior to joining the Company, Mr. Nelson held a variety of
management positions, including Director of Large Account Sales and Director of
Customer Service at MCI Communications, Inc. from April 1986 to May 1991.
Richard P. Riviere has served as Senior Vice President of Transaction
Services for the Company since July 1995 and as President and Chief Executive
Officer of Conference Plus since October 1988.
Stephen J. Hawrysz has served as Vice President and Chief Financial Officer
of the Company since July 1993, as Secretary and Treasurer of the Company since
July 1995 and as Vice President and Chief Financial Officer of Westell, Inc.
since August 1990. A Certified Public Accountant, Mr. Hawrysz served in the
Audit Division of Arthur Andersen LLP, a public accounting firm, from June 1980
to November 1989, and as Assistant Controller for Wisconsin Central
Transportation Corporation, a regional railroad company, from November 1989 to
August 1990.
William J. Noll has served as Senior Vice President of Product Development
and Chief Technology Officer of the Company since May 1997. Prior to joining the
Company, Mr. Noll was Vice President and General Manager of Residential
Broadband at Northern Telecom from October 1995 to May 1997. Mr. Noll held
other various Vice President and Assistant Vice President positions at Northern
Telecom from June 1988 to October 1996, and was Vice President Network Systems
at Bell Northern Research from November 1986 to June 1988.
David B. Corey has served as Senior Vice President of Global Marketing for
Westell, Inc. since November 1996. Mr. Corey joined the Company in June 1993 as
Vice President and General Manager for Asia Pacific. Prior to joining the
Company, Mr. Corey was Director of Marketing Services and Digital Product Line
Management for AT&T Paradyne Corporation from July 1983 to June 1993.
Marcus H. Hafner, Sr. has served as Senior Vice President of Business
Development since April 1996. Mr. Hafner served as Business Development Vice
President of the Company from May 1995 to March 1996. Prior to joining the
Company, Mr. Hafner was President and Chief Operating Officer of On-Demand
Technologies, Inc., a broadband network systems provider, from April 1992 to
April 1995, and a Senior Program Manager at E-Systems, Inc., an electronics
company, from November 1990 to April 1992.
Neil J. Kreitman has served as Senior Vice President of Global
Manufacturing and Sourcing of the Company since November 1995, and as Vice
President of Operations Science of the Company since January 1995. Prior to
joining the Company, Mr. Kreitman was Director of Material Management at AT&T
Paradyne from May 1984 to January 1995.
Marc J. Zionts has served as Senior Vice President of DSL System Sales
since March 1997. Mr Zionts joined the Company in April 1996 as Vice President
and General Manager of DSL Sales and Marketing United States. Prior to joining
the Company, Mr Zionts was a founder and Executive Vice President of Communicate
Direct, Inc., a systems integrator and developer of imaging technologies, from
August 1987 to April 1996. Prior to August 1987, Mr. Zionts held a variety of
marketing and sales positions with GTE.
EXECUTIVE COMPENSATION
The following table sets forth information for the fiscal years ended
March 31, 1995, 1996 and 1997, 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, 1997 (together, the "Named Executive
Officers").
<TABLE>
<CAPTION> SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
Other Securities
Annual Underlying All Other
Name and Principal Fiscal Salary Bonus Compensation Options(1)(2) Compensation(4)
Position Year ($) ($) ($) Shares ($)
<S> <C> <C> <C> <C> <C> <C>
Gary F. Seamans 1997 275,000 133,000 - 150,000 2,883
Chairman of the Board 1996 275,000 212,800 - - 5,136
and Chief Executive 1995 253,000 231,000 - - 3,205
Officer
Robert D. Faw 1997 125,000 35,000 24,567 (3) 40,000 2,236
Chief Executive 1996 120,000 42,000 - - 1,845
Officer-Westell, Inc. 1995 105,000 67,500 - - 988
J. William Nelson 1997 160,000 49,000 27,116 (3) 40,000 2,284
President-Westell, 1996 152,000 69,600 - - 4,435
Inc. 1995 138,000 124,790 - - 2,707
Curtis L. Benton 1997 153,000 43,500 - 20,000 3,302
Executive Vice 1996 153,000 69,600 - - 6,454
President and Chief 1995 139,000 124,382 - - 3,162
Administration
Officer-Westell, Inc.
Richard P. Riviere 1997 126,000 91,683 - 12,000 1,969
Senior Vice President 1996 120,000 20,712 - - 2,802
of Transaction 1995 115,000 30,000 - - 2,184
Services and Chief
Executive Officer
Conference Plus, Inc.
__________________________
(1) Stock options granted during fiscal 1997 were non-qualified stock options
of Class A Common Stock and were issued under the 1995 Stock Incentive
Plan.
(2) The Company did not issue restricted stock or SARs to any of the Named
Executive Officers in fiscal 1997. At March 31, 1997, restricted stock,
with a fair market value equal to $13.375 per share, was held by Mr. Faw
(36,250 shares of Class A Common Stock valued at $484,844). Mr. Faw
receives all dividends, if any, paid on such shares.
(3) Includes promotional awards valued at $15,215 for both Mr. Faw and
Mr. Nelson and the related reimbursement for the tax gross-up of $9,109 and
$10,355 on the awards for Mr. Faw and Mr. Nelson, respectively.
(4) All Other Compensation for fiscal 1997 consists of matching contributions
under the Company's 401(k) Profit Sharing Plan and life insurance premiums,
as follows: Mr. Seamans: $2,100 and $783, respectively; Mr. Faw: $2,083
and $153, respectively; Mr. Nelson: $2,060 and $224, respectively;
Mr. Benton: $2,375 and $927, respectively; and Mr. Riviere: $1,814 and
$155, respectively.
</TABLE>
The following table sets forth the number of stock options granted to the
Named Executive Officers during fiscal 1997 and information regarding stock
option exercises and exercisable and unexercisable stock options held by the
Named Executive Officers as of March 31, 1997.
STOCK OPTION GRANTS IN THE LAST FISCAL YEAR AND FISCAL YEAR END VALUES(1)
<TABLE>
<CAPTION>
Potential Realizable Value
at
assumed annual rates of
stock price appreciation
Individual Grants for option term
Percent of
total
Number of options
securities granted to
underlying employees Exercise or
options in fiscal base price Expiration
Name granted(#) year ($/Sh)(2) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Gary F. Seamans 150,000 14.3% 9.6875 10/22/06 869,668 2,179,660
Robert D. Faw 40,000 3.8% 9.6875 7/24/06 224,504 558,741
J. William Nelson 40,000 3.8% 9.6875 7/24/06 224,504 558,741
Curtis L. Benton 20,000 1.9% 9.6875 7/24/06 112,252 279,370
Richard P. Riviere 12,000 1.4% 9.6875 7/24/06 67,351 167,622
(1) At the end of fiscal 1997, none of the options granted had vested and
therefore none were exercisable during fiscal 1997. The value of
unexercised in-the-money stock options at March 31, 1997 that were
unexercisable with a fair market value equal to $13.375 held by
Mr. Seamans (150,000 shares valued at $2,006,250); Mr. Faw (40,000
shares valued at $535,000); Mr. Nelson (40,000 shares valued at
$535,000); Mr. Benton (20,000 shares valued at $267,500) and
Mr. Riviere (12,000 shares valued at $160,000).
(2) All of the options listed in this table were repriced by the Company
on July 24, 1996 and March 12, 1997. The exercise prices listed in
the table reflect the repricing of the options. See the Option
Repricings table immediately below.
</TABLE>
On July 24, 1996, the Stock Incentive Committee approved a stock option
repricing program to provide employee option holders additional opportunity and
incentives to achieve business plan goals. All options held by employees on
that date were cancelled and new options were granted to such employees
containing identical terms as the cancelled options except that the exercise
price was changed to $21.625, and the vesting schedules and option terms were
reset to be calculated from July 24, 1996. In addition, on March 12, 1997, the
Board of Directors approved a stock option repricing program to provide employee
option holders additional opportunity and incentive to achieve business plan
goals. All options held by employees on that date were repriced to $9.6875 per
share. All other terms of the options remained the same and, accordingly, there
was no change to the vesting or term of any option.
The table below presents the required disclosure with respect to any
repricing of options held by any executive officer since the Company became a
public company in December 1995.
OPTION REPRICINGS
<TABLE>
<CAPTION>
Length of
Securities original
underlying option
number of Market price Exercise term
options of stock at price remaining
repriced time of at time of New at date of
or repricing or repricing or exercise repricing or
Name and Position Date amended(#) amendment($) amendment($) price($) amendment
<S> <C> <C> <C> <C> <C> <C>
Gary Seamans 3/12/97 150,000 9.6875 22.0625 9.6875 9.6 yrs.
Chairman of the Board and
Chief Executive officer
Robert D. Faw 7/24/96 40,000 21.625 37.625 21.625 9.83 yrs.
Chief Executive Officer- 3/12/97 (1) 9.6875 21.625 9.6875 9.38 yrs.
Westell, Inc.
J. William Nelson 7/24/96 40,000 21.625 37.625 21.625 9.83 yrs.
President-Westell, Inc. 3/12/97 (1) 9.6875 21.625 9.6875 9.38 yrs.
Curtis L. Benton 7/24/96 20,000 21.625 37.625 21.625 9.83 yrs.
Executive Vice President 3/12/97 (1) 9.6875 21.625 9.6875 9.38 yrs.
Richard P. Riviere 7/24/96 12,000 21.625 37.625 21.625 9.83 yrs.
Senior Vice President of 3/12/97 (1) 9.6875 21.625 9.6875 9.38 yrs.
Transaction Services and
Chief Executive Officer-
Conference Plus, Inc.
Stephen J. Hawrysz 7/24/96 20,000 21.625 37.625 21.625 9.83 yrs.
Vice President and Chief 3/12/97 (1) 9.6875 21.625 9.6875 9.38 yrs.
Financial Officer
David B. Corey 7/24/96 40,000 21.625 37.625 21.625 9.83 yrs.
Senior Vice President Global 3/12/97 (1) 9.6875 21.625 9.6875 9.38 yrs.
Marketing
Marcus H. Hafner, Sr. 7/24/96 40,000 21.625 37.625 21.625 9.83 yrs.
Senior Vice President of 3/12/97 (1) 9.6875 21.625 9.6875 9.38 yrs.
Business Development and
Global Partnering
Neil J. Kreitman 7/24/96 40,000 21.625 37.625 21.625 9.83 yrs.
Sr. Vice President 3/12/97 (1) 9.6875 21.625 9.6875 9.38 yrs.
Manufacturing and Global
Sourcing
Marc J. Zionts 7/24/96 40,000 21.625 37.625 21.625 9.83 yrs.
Senior Vice President of DSL 3/12/97 (1) 9.6875 21.625 9.6875 9.38 yrs.
System Sales
__________________
(1)
Options repriced on July 24, 1996 were further repriced on March 12, 1997 at the
then current market price of $9.6875.
</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 AND STOCK INCENTIVE 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
Compensation Committee is composed of three directors, two of which are outside
directors. The Stock Incentive Committee is responsible for administering and
determining awards under the Company's 1995 Stock Incentive Plan and the
Employee Stock Purchase Plan. The Stock Incentive Committee is entirely
composed of outside directors.
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 Compensation Committee considers. The
Hambrecht & Quist Communications Index (see Performance Graph) includes some of
the companies which the Company considers. The Compensation 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
Compensation 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 Stock Incentive 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.
OTHER
Other benefits are generally those available to all other employees in the
Company, or a subsidiary, as appropriate.
STOCK OPTION REPRICING PROGRAMS
On July 24, 1996, the Stock Incentive Committee approved a stock option
repricing program to provide employee option holders additional opportunity and
incentives to achieve business plan goals. All options held by employees on
that date were cancelled and new options were granted to such employees
containing identical terms as the cancelled options except that the exercise
price was changed to $21.625, and the vesting schedules and option terms were
reset to be calculated from July 24, 1996. In addition, on March 12, 1997, the
Board of Directors approved a stock option repricing program to provide employee
option holders additional opportunity and incentive to achieve business plan
goals. All options held by employees on that date were repriced to $9.6875 per
share. All other terms of the options remained the same and, accordingly, there
was no change to the vesting or term of any option.
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. In fiscal
1997, Gary Seamans received a bonus of $133,000 and received options to purchase
150,000 shares of Class A Common Stock which vest over a five year period.
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 and the Stock
Incentive Committee of the Board of Directors.
Respectfully Submitted By:
The Compensation Committee
Ormand J. Wade (Chair)
Robert H. Gaynor
Melvin J. Simon
The Stock Incentive Committee
Ormand J. Wade (Chair)
Robert H. Gaynor
Paul A. Dwyer
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, $64,000 and $44,000
in fiscal 1995, 1996 and 1997, 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.
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 1997, 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 Marcus H. Hafner, Sr. (Senior Vice President of Business Development
and Global Partnering) filed a Form 4 on March 4, 1997 for one transaction
occurring in the month of December when it should have been filed on January 10,
1997 and Messrs. Corey (Senior Vice President Global Marketing) and Zionts
(Senior Vice President of DSL System Sales) filed their Form 3s on March 3, 1997
when they should have been filed on February 4, 1997.
PERFORMANCE GRAPH
The following performance graph compares the quarterly 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, 1997. The stock price performance shown in
the performance graph is not indicative of future stock price performance.
[GRAPH]
* $100 Invested on 12/01/95 in stock or index - including reinvestment of
dividends. Fiscal year ending March 31.
TOTAL RETURN - DATA SUMMARY
<TABLE>
<CAPTION>
Cumulative Total Return
12/1/95 3/96 6/96 9/96 12/96 3/97
<S> <C> <C> <C> <C> <C> <C> <C>
Westell Technologies Inc. WSTL 100 285 604 681 352 206
NASDAQ STOCK MARKET (U.S.) INAS 100 105 113 117 123 116
H & Q COMMUNICATIONS IHQC 100 98 110 112 110 86
</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 1997 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 1998 Annual Meeting must be
received at the Company's executive offices, 750 North Commons Drive Aurora,
Illinois 60504 by no later than April 10, 1998 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
1997 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 1997 Annual Report and the
Company's most recent Form 10-K. Written requests for such copies should be
directed to Westell Technologies, Inc., Attention: Stephen J Hawrysz, Vice
President, Secretary, Treasurer and Chief Financial Officer, 750 N. Commons
Drive, Aurora, Illinois 60504; telephone number (630) 375-4129.
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
Date: August 8, 1997
PROXY WESTELL TECHNOLOGIES, INC.
This Proxy is Solicited by the Board of Directors for the Annual Meeting of
Shareholders, September 10, 1997, 10:00 a.m. local time, at the Westell
Corporate Headquarters, 750 N. Common Drive, Aurora, IL 60504.
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 subject listed below 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
Nominees: Stefan D. Abrams to vote (except as
Michael A. Brunner marked to the
Paul A. Dwyer contrary) for all
Robert H. Gaynor nominees listed
Gary F. Seamans below
Melvin J. Simon
Ormand J. Wade
_________________________________________________________________
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.
(Continued, and to be signed on the other side)
- -----------------------------------------------------------------
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 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:______________, 1997
_____________________________
Signature
_____________________________
Signature
VOTES MUST BE INDICATED (X) IN BLACK
