KVH INDUSTRIES, INC.
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS
to be held on __________________, 2001
and
PROXY STATEMENT
IMPORTANT
Please mark, sign and date your proxy
and promptly return it in the enclosed envelope.
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[OBJECT OMITTED]
KVH Industries, Inc.
50 Enterprise Center
Middletown, RI 02842
December ___, 2000
Dear Stockholder:
You are cordially invited to attend A Special Meeting of Stockholders of KVH
Industries, Inc. Our meeting will be held at the offices of Foley, Hoag & Eliot
LLP, One Post Office Square, 16th Floor, Boston, Massachusetts on ___________,
__________ ___, 2001, beginning at 11:00 a.m. local time.
The "Notice of Special Meeting of Stockholders" included with this letter
(please see Page 1) describes the proposal for your action.
Please read these materials so that you will have important information about
the company and know what we plan to act on at the meeting. Also, please sign
and return the accompanying proxy card in the postage-paid envelope so that your
shares will be represented and voted at the meeting. If you attend the meeting,
you may vote in person. As a stockholder, your vote is important and we
encourage you to return your proxy promptly.
Thank you for your cooperation, continued support and interest in KVH
Industries, Inc.
Martin Kits van Heyningen
President and Chief Executive Officer
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Table of Contents
Page
Notice of Meeting 1
Record Date 1
Attendance at Meeting 1
Voting 1
Proxy Statement 2
Discussion of Proposals 2
Proposal 1 - Amendment of Certificate of Incorporation 2
Other Information 3
Solicitation 3
Shareholder Proposals 3
Available Information 3
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3
15/59503.1
KVH Industries, Inc.
Notice of Special Meeting of Stockholders
To be Held January ?, 2001
A Special Meeting of Stockholders of KVH Industries, Inc. will be held at the
offices of Foley, Hoag & Eliot LLP, One Post Office Square, 16th Floor, Boston,
Massachusetts on _______________, ___________ ___, 2001, beginning at 11:00 a.m.
local time for the following purposes:
1. To approve an amendment to our Restated Certificate of Incorporation
to increase the number of authorized shares of common
stock to 20,000,000 shares from 11,000,000; and
2. To transact any other business as properly may come before the meeting.
Record Date
Our Board of Directors has fixed the close of business on December ___, 2000, as
the record date for the purpose of determining shareholders who are entitled to
notice of and to vote at the meeting. A list of shareholders entitled to vote at
the meeting will be available at our headquarters in Middletown, RI, during
business hours for ten days prior to the meeting.
Voting
Each share of KVH common stock you own entitles you to one vote. As of November
30, 2000, there were 7,706,621 shares of KVH common stock outstanding.
How you can vote your shares:
o Come to the Special Meeting and cast your vote.
o Sign and return the enclosed proxy card. The individuals named on the
card will act as your proxy and vote your shares in the manner you
indicate.
o You may revoke a submitted proxy before it has been exercised by: -
notifying the KVH's Secretary in writing; - submitting another proxy
that is properly signed and later dated; or - voting in person at the
meeting.
By Order of the Board of Directors,
Robert Kits van Heyningen
Secretary
Middletown, Rhode Island
December ___, 2000
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KVH Industries, Inc.
50 Enterprise Center
Middletown, Rhode Island 02842
(401) 847-3327
PROXY STATEMENT
Our Board of Directors is soliciting proxies to be used at the ___________
___, 2001, special meeting of stockholders. This proxy statement and proxy card
are being mailed to stockholders beginning December ___, 2000.
A majority of the votes that could be cast at the meeting, either in person
or represented by proxy, is required to approve any proposals. Abstentions and
broker non-votes on any particular proposals will be counted as shares present
at the meeting for purposes of determining if a quorum exists. Votes will be
tabulated by our transfer agent, Boston EquiServe.
DISCUSSION OF PROPOSALS
Proposal 1 - Amendment of Our Restated Certificate of Incorporation
On December ___, 2000, our Board of Directors approved an amendment to our
restated certificate of incorporation to increase the number of shares of
authorized common stock to 20,000,000 shares from 11,000,000. Of the 11,000,000
currently authorized shares of common stock, as of November 30, 2000, 7,706,621
were issued and outstanding. Of the remaining 3,293,379 authorized shares of
common stock, 1,618,586 were reserved for issuance in connection with our 1995
Incentive Stock Option Plan, our 1996 Incentive and Non-qualified Stock Option
Plan and our 1996 Employee Stock Purchase Plan.
Our Board of Directors believes that the proposed increase in authorized
shares of common stock is desirable to enhance our flexibility in connection
with possible future actions, such as stock splits, stock dividends, corporate
mergers and acquisitions, financings, acquisitions of property, use in employee
benefit plans, or other corporate purposes. Our Board of Directors will
determine whether, when, and on what terms we should issue shares of common
stock in connection with any of the foregoing purposes.
In order to pass, this proposal must receive a majority of the votes cast
with respect to this matter. We will count abstentions but not broker non-votes
when we tabulate votes cast.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL TO APPROVE THE
AMENDMENT OF THE CERTIFICATE OF INCORPORATION.
We are subject to restrictions on our ability to issue additional shares of
common stock in some situations. The Nasdaq Stock Market requires that we obtain
stockholder approval before we issue common stock in certain circumstances,
including when the number of shares to be issued equals or exceeds 20% of the
voting power outstanding. There are many other situations, however, where our
Board of Directors can issue shares of common stock without seeking the approval
of our stockholders. The issuance of additional shares of common stock, other
than in connection with a stock split, could have a dilutive effect on the stock
ownership of current stockholders. Stockholders do not have pre-emptive rights
to purchase any such common stock. Additionally, the issuance of shares in
certain instances may have the effect of forestalling a merger, tender offer,
proxy contest, assumption of control by a holder of a large block of our stock
or the removal of our incumbent management. Our Board of Directors does not
intend or view the increase in authorized common stock as an anti-takeover
measure, nor are we aware of any proposed or contemplated takeover transactions.
Other than increasing the authorized shares of common stock to 20,000,000
shares from 11,000,000, the proposed amendment in no way changes our restated
certificate of incorporation. Our Board of Directors has adopted resolutions
setting forth the proposed amendment to our restated certificate of
incorporation , declaring its advisability and directing that the proposed
amendment be submitted to our stockholders for their approval at a meeting. If
adopted by the stockholders, the amendment will become effective upon filing as
required by the General Corporation Law of Delaware.
OTHER INFORMATION
Our Board does not intend to present to special meeting any business other
than the proposal listed in this proxy statement. At the time this proxy was
mailed, the Board of Directors was not aware of any other business which may be
presented for action at the meeting. If any other business should be presented,
those present at the meeting can vote shares that they own or represent by proxy
at their discretion.
Solicitation
No compensation will be paid by any person in connection with the
solicitation of proxies. Brokers, banks and other nominees will be reimbursed
for their out-of-pocket expenses and other reasonable clerical expenses incurred
in obtaining instructions from beneficial owners of the common stock. In
addition to the solicitation by mail, special solicitation of proxies may, in
certain instances, be made personally or by telephone by directors, officers and
certain employees of KVH. It is expected that the expense of such special
solicitation will be nominal. All expenses incurred in connection with this
solicitation will be borne by KVH.
Available Information
For up-to-date information such as SEC filings, press releases, conference
calls and product information, please visit our web site:
www.kvh.com
To receive printed materials, be added to the Company's distribution list
or make specific inquiries, please direct calls, faxes, letters and e-mail to:
Corporate Communications
KVH Industries, Inc.
50 Enterprise Center
Middletown, RI 02842
Phone: 401-847-3327
Fax: 401-849-0045
[email protected]
You may contact our transfer agent at:
State Street Bank & Trust Company
c/o EquiServe
P.O. Box 8200
Boston, MA 02266-8200
800-426-5523
Our independent accountants are:
KPMG LLP
600 Fleet Center
Providence, RI 02903
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KVH Industries, Inc., is traded on the NASDAQ Stock Market under the symbol KVHI
KVH Industries, Inc.
50 Enterprise Center
Middletown, RI 02842
Phone: 401-847-3327
Fax: 401-849-0045
www.kvh.com
Tinley Park, Illinois (USA) Hoersholm, Denmark
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KVH(R) is a registered trademark of KVH Industries, Inc.
