UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Guardian International, 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:
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[_] 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:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
Richard Ginsburg
President and Chief
Executive Officer
[GUARDIAN LOGO]
April 28, 2000
Dear Shareholder:
We cordially invite you to attend the Annual Meeting of Share Owners, which will
be held on Monday, June 5, 2000, at 1:00 pm, local time, in Coral Gables,
Florida.
The following notice of meeting identifies each business item for your action.
These items and the vote the Board of Directors recommends are:
<TABLE>
<CAPTION>
Item Recommended Vote
- ---- ----------------
<S> <C>
1. To elect eight (8) directors to the Board of Directors. FOR
2. To ratify the appointment of Arthur Andersen LLP
as the independent accountants for the Company for the
year ending December 31, 2000. FOR
</TABLE>
We have also included a proxy statement that contains more information about
these items and the meeting.
Only shareholders of record, as of the close of business April 21, 2000, will be
allowed to attend the meeting.
Your vote is important. We encourage you to vote by proxy so that your shares
will be represented and voted at the meeting even if you cannot attend. All
shareholders can vote by written proxy card. Shareholders may also vote in
person at the meeting, as described above.
/s/ Richard Ginsburg
- --------------------
Richard Ginsburg
<PAGE>
GUARDIAN INTERNATIONAL, INC.
3880 North 28th Terrace
Hollywood, Florida 33020-1118
================================================================================
Notice of Annual Meeting of Shareholders
to be held on June 5, 2000
Notice is hereby given that the Annual Meeting of Shareholders of Guardian
International, Inc. (the "Company") will be held at the University of Miami
School of Business, James W. McLamore Executive Education Center, 5250
University Drive, Coral Gables, Florida, 33146, at 1:00 p.m., local time, on
June 5, 2000 for the following purposes, as described in the attached Proxy
Statement:
1. To elect eight (8) directors to the Board of Directors.
2. To ratify the appointment of Arthur Andersen LLP as the
independent accountants for the Company for the year ending
December 31, 2000.
3. To transact such other business as may properly come before
the meeting.
Admittance to the meeting will be limited to shareholders. The Board of
Directors fixed the close of business on April 21, 2000 as the record date for
the determination of shareholders entitled to notice and to vote at the meeting
and any adjournment thereof. Accordingly, only shareholders of record at the
close of business on that date will be entitled to vote at the meeting. YOU ARE
URGED TO COMPLETE, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY IN THE
ACCOMPANYING POSTAGE-FREE ENVELOPE. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY
ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
By Order of the Board of Directors,
/s/ Sheilah Ginsburg
- --------------------
Sheilah Ginsburg
Secretary
April 28, 2000
<PAGE>
Guardian International, Inc.
Annual Meeting of Shareholders
June 5, 2000
Proxy Statement
This Proxy Statement has been prepared and is furnished by the Board of
Directors (the "Board of Directors") of Guardian International, Inc. (the
"Company") in connection with the solicitation of proxies for the Annual Meeting
of Shareholders of the Company (the "Annual Meeting") to be held at the
University of Miami School of Business, James W. McLamore Executive Education
Center, 5250 University Drive, Coral Gables, Florida, 33146, at 1:00 p.m., local
time, on June 5, 2000, and any adjournment or postponement thereof for the
purpose set forth in the accompanying notice of meeting.
Proxies; Voting Securities
The Company will bear the cost of solicitation of proxies. In addition to the
solicitation of proxies by mail, certain officers and employees of the Company,
without additional remuneration, may also solicit proxies personally, by telefax
or other electronic means and by telephone. In addition to mailing copies of
this material to shareholders, the Company may request persons who hold stock in
their names or custody, or in the names of nominees for others, to forward such
material to those persons for whom they hold shares of the Company and to
request their authority for execution of the proxies. The Company may reimburse
such persons for their expenses in connection with such request.
It is anticipated that this Proxy Statement and the accompanying form of proxy
will be mailed to shareholders on or about April 28, 2000. The Company's Annual
Report, including audited financial statements for the fiscal year ended
December 31, 1999, is being mailed or delivered concurrently with this Proxy
Statement. The Annual Report is not to be regarded as proxy soliciting material.
Only holders of record of the Company's Class A Voting Common Stock, par value
$.001 per share (the "Class A Common Stock"), on the books of the Company at the
close of business on April 21, 2000, are entitled to vote at the Annual Meeting.
On that date, there were 8,384,441 issued and outstanding shares of Class A
Common Stock entitled to vote on each matter to be presented at the Annual
Meeting. The Class A Common Stock is referred to herein as the "Voting Stock."
Each shareholder of record is entitled to one vote for each share of Voting
Stock held on all matters that come before the Annual Meeting. A majority of
these shares of Voting Stock will constitute a quorum for the transaction of
business at the Annual Meeting.
The approval of a plurality of the outstanding shares of Voting Stock present in
person or represented by proxy at the Annual Meeting is required for election of
the nominees as directors as set forth in Proposal 1. All other proposals shall
be decided by majority vote of the outstanding shares of Voting Stock present in
person or represented by proxy at the Annual Meeting. Abstentions and broker
non-votes will have no effect on the outcome of the election of directors. With
respect to all other matters to be voted on by shareholders at the Annual
Meeting, abstentions will have the same effect as "no" votes, and broker
non-votes will have no effect on the outcome of the vote.
Shares represented by a properly executed proxy received in time to permit its
use at the meeting or any adjournment thereof will be voted in accordance with
the instructions indicated therein. If no instructions are indicated, the shares
represented by the proxy will be voted:
o For the election of all nominees for director named in this Proxy
Statement.
o For the ratification of the appointment of Arthur Andersen LLP as
independent accountants.
<PAGE>
o In accordance with the best judgment of the persons acting under the
proxy concerning other matters that are properly brought before the
meeting and at any adjournment or postponement thereof.
As of April 1, 2000, Harold Ginsburg, Sheilah Ginsburg, Richard Ginsburg and
Rhonda Ginsburg (collectively, the "Ginsburgs") held 37.8% of the outstanding
shares of Voting Stock. The Ginsburgs will vote in favor of Proposals 1 and 2
described below.
A shareholder who has given a proxy may revoke it at any time before it is voted
at the meeting by giving written notice of such revocation to the office of the
Secretary of the Company, by executing and delivering to the Company a proxy
bearing a later date or appearing at the Annual Meeting and voting in person.
PROPOSAL 1
Election of Directors
The persons named below and in the accompanying form of proxy intend to vote all
valid proxies received in favor of the election of each of the persons named
below as nominees for director unless authority is withheld. All nominees are
currently serving as directors of the Company. To the best of the Company's
knowledge, each of the nominees for director is able, and intends, if elected,
to serve on the Board of Directors. If, prior to the Annual Meeting, any of the
nominees should become unable to serve for any reason, the persons named as
proxies will have full discretion to vote for all other persons who are
nominated. Each director shall be elected by a plurality of the votes cast.
Directors elected at the meeting will serve until the next Annual Meeting of
Shareholders or until their successors are elected and qualified.
In accordance with the Company's Amended and Restated Bylaws (the "Bylaws"), the
number of directors is fixed at eight. The By-Laws provide that each director
serves from the date of his election until the next Annual Meeting of
Shareholders and until his successor is elected and qualified. Currently, eight
directors are serving on the Board of Directors.
The following individuals are nominated to serve as Directors:
HAROLD GINSBURG
SHEILAH GINSBURG
RICHARD GINSBURG
DARIUS G. NEVIN
WILLIAM REMINGTON
DOUGLAS T. LAKE
JOEL A. COHEN
DAVID HEIDECORN
The following table sets forth certain information with respect to each person
who is currently a director or executive officer of the Company, and is based on
the records of the Company and information furnished to it by such persons. See
"Security Ownership of Certain Beneficial Owners and Management" for information
pertaining to stock ownership of each director and executive officer of the
Company.
2
<PAGE>
Directors and Officers of the Company
The current directors and executive officers of the Company, their positions
with the Company and their ages are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Richard Ginsburg (1) 31 Chief Executive Officer, President, Director
Harold Ginsburg (1) 67 Chairman of the Board of Directors
Sheilah Ginsburg (1) 61 Secretary, Treasurer, Director
Darius G. Nevin 42 Vice President, Chief Financial Officer, Director
William Remington (5),(6) 70 Director
Terry Akins 53 Chief Operating Officer, Vice President
Douglas T. Lake (2),(5),(6) 49 Director
David Heidecorn (6) 43 Director
Joel A. Cohen (3) 60 Vice President, Director of Guardian, President of Mutual
Raymond L. Adams (4) 70 Vice President of Mutual
</TABLE>
(1) Harold and Sheilah Ginsburg are married and Richard Ginsburg is their
son.
(2) In 1998, pursuant to a Stock Subscription Agreement dated as of October
21, 1998 (the "Subscription Agreement") between the Company and
Protection One, Inc. ("Protection One"), a subsidiary of Protection One
purchased 10,000 shares of Series D 6% Convertible Cumulative Preferred
Stock ("Series D Preferred Stock") of the Company. Protection One is a
majority-owned subsidiary of Westar Capital, Inc., an unregulated
subsidiary of Western Resources, Inc. Pursuant to the related
Stockholders Agreement, Protection One received the right to nominate
up to two Directors, upon conversion of the Series D Preferred Stock to
Class A Common Stock. Based on its aggregate percentage of Class A
Common Stock ownership, and because Protection One has not exercised
its right to convert its shares of Series D Preferred Stock to shares
of Class A Common Stock, Protection One does not have the right to
nominate any directors. Mr. Lake is serving as a Director by invitation
of the Board of Directors. In February, 2000, Westar Capital purchased
all the outstanding shares of Protection One Investments, Inc., a
previously wholly-owned subsidiary of Protection One and holder of
Guardian's Series C and Series D Preferred Stock.
(3) In 1998, the Company entered into an employment agreement with Mr.
Cohen coincident with the Company's purchase of Mutual Central Alarm
Services, Inc., a New York corporation and wholly-owned subsidiary of
the Company ("Mutual"). The terms of Mr. Cohen's employment agreement
required his nomination to the Board of Directors.
(4) Mr. Adams is Vice President of Mutual.
(5) Mr. Remington and Mr. Lake comprise the Compensation Committee.
(6) Mr. Remington, Mr. Lake and Mr. Heidecorn comprise the Audit Committee.
Harold Ginsburg
Mr. Ginsburg was a co-founder and the President of Guardian from its inception
in 1993 until August 15, 1996. Mr. Ginsburg is an acknowledged authority on
electronic/computer technology security systems and has personally developed
high-tech security systems for many well-known regional and national firms. Mr.
Ginsburg also has served as a consultant to financial organizations and
government agencies throughout Latin America and Europe. In addition to being
regarded as an international consultant in the alarm service and monitoring
industry, he is responsible for the start-up of several successful security
companies, including Guardsman Security Corporation, which he owned and operated
from 1983 to 1991. In 1991, Guardsman was sold to Alert Centre, now owned by ADT
Security, Inc. In 1978, Mr. Ginsburg founded Gibraltar Central Security
Corporation, which he partially owned and operated until 1982, at which time
Gibraltar Central was sold to Security Centres of London, England.
Mr. Ginsburg does not hold directorships in any other reporting companies.
3
<PAGE>
Sheilah Ginsburg
Mrs. Ginsburg was a co-founder of Guardian. She is responsible for the human
resources and certain other administrative functions of the Company. Prior to
her participation in the development of Guardian, Mrs. Ginsburg was the Vice
President/Controller of Guardsman Central Security, a business similar to
Guardian.
Mrs. Ginsburg does not hold directorships in any other reporting companies.
Richard Ginsburg
Mr. Ginsburg was a co-founder of Guardian and has been a Director of the Company
since its inception. He has been President and Chief Executive Officer of
Guardian since August 1996. He received a Bachelor of Science degree in
communications from the University of Miami. He subsequently served as Central
Station Manager of Guardsman Security from 1987 to 1990. Mr. Ginsburg then
became Operations Manager for Alert Centre, Inc., another security alarm
company, a position he filled from 1990 to 1992.
Mr. Ginsburg does not hold directorships in any other reporting companies. Mr.
Ginsburg is a director of Paradigm Direct, in which Western Resources, Inc., the
parent company of Protection One, holds a significant minority ownership
position.
Darius G. Nevin
Mr. Nevin has been a Director and has held the position of Chief Financial
Officer of the Company since October 1997. For most of the ten years leading up
to that time, Mr. Nevin served in senior executive positions (including Chief
Financial Officer) of Guard Technologies, Inc. (now Security Technologies Group,
Inc.), a provider of electronic security systems and services to the commercial
market. For the three years prior to joining the Company, Mr. Nevin also served
as President of Guard Technologies, Inc. Before entering the security industry,
Mr. Nevin was a junior partner of Madison Dearborn Partners, at that time the
venture capital division of First Chicago Corp. Mr. Nevin holds an A.B. from
Harvard University and an M.B.A. from the University of Chicago.
Mr. Nevin does not hold directorships in any other reporting companies.
Douglas T. Lake
Mr. Lake has been a Director of the Company since April 1998. Mr. Lake is
Executive Vice President and Chief Strategic Officer of Western Resources, Inc.,
an entity which, through its wholly owned subsidiary, maintains a material
investment in the Company. Mr. Lake is also presently Chairman of the Board of
Protection One, Inc. a publicly-held company. From 1995 to 1998, Mr. Lake was
Senior Managing Director of Investment Banking with Bear Stearns & Company in
New York City. Prior to 1995, he was Managing Director with Dillon Reed &
Company in New York City. Mr. Lake holds a B.A. from Trinity College in
Hartford, Connecticut and an M.B.A. from Amos Tuck School at Dartmouth.
Mr. Lake also holds a directorship with Oneok, Inc, a publicly-held company.
William Remington
Mr. Remington has been a Director of the Company since 1996. Mr. Remington is a
Canadian citizen and resident and for the past twenty-one years, has been the
Director General of the Town of Hampstead, Quebec, Canada. In addition, Mr.
Remington has participated in the design and installation of central monitoring
stations for alarm monitoring companies located in Montreal, Canada; Kingston,
Jamaica; London, England and Florida.
Mr. Remington does not hold directorships in any other reporting companies.
4
<PAGE>
David Heidecorn
Mr. Heidecorn has been a Director of the Company since May 1999. Mr. Heidecorn
is the Chief Financial Officer of Catterton Partners, a growth equity fund. Mr.
Heidecorn served as Executive Vice President, Chief Financial Officer and a
director of Alarmguard Holdings, Inc. from 1992 until February 1999 when the
company was sold to Tyco/ADT. From 1986 to 1992, Mr. Heidecorn was employed by
GE Capital Corporation as a Vice President in the Leveraged Finance Group and a
Senior Vice President for the Corporate Finance Group, where he led the
Bankruptcy and Reorganization Finance activity for the Northeast. He received
his B.A. in Economics from Lehigh University and his M.B.A. in Finance from
Columbia University.
Mr. Heidecorn does not hold directorships in any other reporting companies.
Terry E. Akins
Mr. Akins has served as Chief Operating Officer and Vice President of the
Company since May 1997. Mr. Akins served as president of ACI, which he
co-founded in 1970, between 1989 and May 1997. From 1970 to 1989, Mr. Akins
served as Vice President of ACI. In addition, Mr. Akins has been active with
local, state and national alarm associations, having served in 1989 as President
of the Alarm Association of Florida, an association he co-founded in 1970. Mr.
Akins received a Bachelor of Science from the Georgia Institute of Technology in
1969.
Mr. Akins does not hold directorships in any other reporting companies.
Joel A. Cohen
Mr. Cohen is Vice President of the Company and President of Mutual Central Alarm
Services, Inc. ("Mutual"), a wholly-owned subsidiary of the Company and has been
a director of the Company since February 1999. Mr. Cohen has served as President
of Mutual since March 1989 and Vice President of the Company since February
1998. He holds a B.A. from Brooklyn College and an M.B.A. from Long Island
University in Brooklyn.
Mr. Cohen does not hold directorships in any other reporting companies.
Raymond L. Adams
Mr. Adams is Vice President of Mutual. He has served as Vice President of Mutual
since January 1991. Mr. Adams holds a B.A. from Syracuse University.
Mr. Adams does not hold directorships in any other reporting companies.
BOARD OF DIRECTORS
Nomination of Certain Directors
The Company is party to a Stockholders Agreement which entitles certain
shareholders to nominate members of the Board of Directors, depending on their
percentage of ownership of Class A Common Stock. In 1998, pursuant to a
Subscription Agreement between the Company and Protection One, a subsidiary of
Protection One purchased 10,000 shares of Series D Preferred Stock of the
Company. Pursuant to the related Stockholders Agreement, Protection One received
the right to nominate up to two Directors, upon conversion of the Series D
Preferred Stock to Class A Common Stock. Based on its aggregate percentage share
ownership, Protection One does not currently have the right to nominate any
directors.
5
<PAGE>
Compensation of Directors
As compensation for serving as directors, Mssrs. Lake, Heidecorn and Remington
received options to purchase 75,000 shares of Guardian Class A Common Stock. Mr.
Lake received options in 1998 and Mssrs. Heidecorn and Remington received
options in 1999. Each option granted to Mr. Lake, to Mr. Heidecorn and to Mr.
Remington has an exercise price of $0.84 per share, $0.81 per share and $0.69
respectively, and vested 20% upon grant and 20% upon each of the subsequent four
anniversaries after grant. Mssrs. Remington and Heidecorn receive compensation
of $1,000 for each meeting of the Board of Directors which they attend.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company held four meetings during the fiscal year
ended December 31, 1999. The Board of Directors has a Compensation Committee and
an Audit Committee. Messrs. Remington and Lake serve as members of the
Compensation Committee. Messrs. Remington, Lake, and Heidecorn serve as members
of the Audit Committee. The functions of the Compensation Committee include
reviewing and approving the executive compensation program for the Company and
its subsidiaries; assessing executive performance; making grants of salary and
annual incentive compensation; and approving certain employment agreements. The
functions of the Audit Committee are to make recommendations to the Board of
Directors regarding the engagement of the Company's independent auditors; to
review with management and the independent auditors the plans for and results of
each audit engagement; to approve professional services provided by the
independent auditors and to review the independence of the independent auditors,
the accounting and financial policies and practices, the audit scope, and the
adequacy of internal accounting controls. The Audit Committee met twice and the
Compensation Committee met once during the fiscal year ended December 31, 1999.
The Board of Directors recommends a vote FOR the approval of the nominees for
election as Directors of the Company, which is designated as Proposal 1 on the
enclosed proxy card.
PROPOSAL 2
Ratification of Independent Accountants
The Board of Directors of the Company has appointed Arthur Andersen LLP as
independent accountants for the fiscal year ending December 31, 2000, and to
render other professional services as required. Arthur Andersen LLP replaced
McKean, Paul, Chrycy, Fletcher & Co. ("McKean Paul") as the Company's
independent accountants in 1998. This change in independent accountants was
approved by the Board of Directors effective September 1, 1998.
McKean Paul served as the Company's independent auditors for the fiscal years
ending December 31, 1997 and 1996.
The reports of McKean Paul on the Company's financial statements for both of the
past two fiscal years did not contain an adverse opinion nor a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 1997 and December 31, 1996 respectively,
and in the subsequent interim period preceding McKean Paul's dismissal, there
were no disagreements on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which if not
resolved to the satisfaction of McKean Paul would have caused McKean Paul to
make references to the matter in their report.
During the most recent fiscal year and any subsequent interim period, there have
been no "reportable events" as defined in Regulation S-K Item 304(a)(1)(v) with
McKean Paul.
The appointment of Arthur Andersen LLP is being submitted to shareholders for
ratification.
6
<PAGE>
Representatives of McKean Paul will not be present at the Annual Meeting.
Representatives of Arthur Andersen LLP will be present at the Annual Meeting,
will have the opportunity to make a statement if they desire to do so, and will
be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR the ratification of Arthur Andersen
LLP as independent accountants of the Company, which is designated as Proposal 2
on the enclosed proxy card.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information with respect to the beneficial
ownership as of April 1, 2000 of any person (including any "group") known by the
Company to be the beneficial owner of more than 5% of any class of stock.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Amount and Nature of Percent of
------------------------------------ --------------------- ----------
Title of Class Beneficial Ownership (1) Class (2)(3)
-------------- ------------------------ -----------
<S> <C> <C> <C> <C> <C>
Preferred Stock (4) Protection One Investments, Inc. (6) 10,725 (7) 100.0
Class A Common Stock Harold and Sheilah Ginsburg (8), (9) 1,857,066 22.1
Class A Common Stock Richard Ginsburg (8) 695,996 (10) 8.2
Class A Common Stock Rhonda Ginsburg (8) 629,245 7.5
Class A Common Stock Estate of Norman Rubin 501,827 6.0
Class B Non-Voting Common
Stock (5) Heller Financial, Inc. (11) 634,035 7.0(12)
</TABLE>
(1) Unless otherwise indicated, the Company believes that each
beneficial owner listed in the above table has sole voting and
investment power with respect to the shares beneficially owned.
(2) For purposes of this table, a person is deemed to have
"beneficial ownership" of any shares which such person has the
right to acquire on or within 60 days of March 24, 2000. For
purposes of computing the percentage of the class held by each
person named above, any shares which such person has or has the
right to acquire on or within 60 days after March 24, 2000 are
deemed to be outstanding for such person, but are not deemed to
be outstanding for the purpose of computing the percentage
ownership of any other person.
(3) On a fully diluted basis as of March 24, 2000, Protection One
holds 27.3%, Harold Ginsburg and Sheilah Ginsburg hold 14.2%,
Richard Ginsburg holds 5.3%, Rhonda Ginsburg holds 4.8% and
Heller holds 4.8% of the outstanding securities of the Company.
(4) Shares of Preferred Stock are not convertible until at least the
third anniversary of their issuance on October 21, 1998, at a
rate of one share for 333.3333 shares of Class A Common Stock.
(5) Class B Common Stock is immediately convertible into Class A
Common Stock on a share-for-share basis at any time.
(6) The address for Protection One Investments, Inc. ("Protection
One") is 818 S. Kansas Avenue, Topeka, Kansas, 66601. Protection
One is the sole holder of all of the outstanding shares of
Preferred Stock.
(7) The amount includes stock dividends accumulated through
March 24, 2000.
(8) The address for such shareholder is c/o the Company, 3880 N.
28th Terrace, Hollywood, Florida, 33020-1118.
(9) The shares of Harold and Sheilah Ginsburg are owned jointly as
tenants by the entireties.
(10) Includes 60,000 options which are immediately exercisable.
(11) Heller Financial, Inc. ("Heller") is the sole holder of all of
the outstanding shares of Class B Common Stock. The address for
Heller is 500 West Monroe Street, Chicago, Illinois, 60661.
(12) Represents the percent of outstanding shares of Common Stock.
7
<PAGE>
Security Ownership of Management
The following table sets forth information with respect to the beneficial
ownership as of April 1, 2000 of Class A Common Stock by (i) each Director of
the Company; (ii) each nominee to the Board of Directors; (iii) the Chief
Executive Officer; and (iv) all named directors and executive officers of the
Company as a group. On April 1, 2000, there were 8,384,441 shares of Class A
Common Stock issued and outstanding.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
--------------------- ----------
Name and Address of Beneficial Owner Beneficial Ownership (1) Class (2)
------------------------------------ -------------------- -----
<S> <C> <C>
Harold and Sheilah Ginsburg (3), (4) 1,857,066 22.1
Richard Ginsburg (3) 695,996 (5) 8.3
Darius G. Nevin (3) 172,000 (5) 2.0
William Remington (3) - *
Douglas T. Lake (3) 45,000 (6) *
Joel A. Cohen (7) 238,009 (8) 2.8
David Heidecorn (9) 40,000 (10) *
All Directors and Executive Officers as a Group (11) 3,624,840 43.2
* Represents less than 1% of outstanding Voting Stock.
</TABLE>
(1) Each director and executive officer has sole voting and investment
power with respect to the shares beneficially owned.
(2) For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares of Class A Common Stock which such person
has the right to acquire on or within 60 days after March 24, 2000.
For purposes of computing the percentage of the class of Class A
Common Stock held by each person named above, any shares which such
person has or has the right to acquire on or within 60 days after
March 24, 2000 are deemed to be outstanding for such person, but
are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(3) The address of such shareholder is c/o the Company, 3880 North 28th
Terrace, Hollywood, Florida 33020-1118.
(4) The shares of Harold and Sheilah Ginsburg are owned jointly as
tenants by the entireties.
(5) Includes 60,000 options which are immediately exercisable.
(6) Includes 45,000 options which are immediately exercisable.
(7) The address of such shareholder is c/o Mutual Central Alarm
Services, Inc., 10 West 46th Street, New York, New York, 10036.
(8) Comprised of 40,000 options which are immediately exercisable.
(9) The address of such shareholder is c/o 9 Greenwich Office Park,
Greenwich, Connecticut, 06830.
(10) Includes 30,000 options which are immediately exercisable.
(11) Includes Messrs. Harold Ginsburg, Richard Ginsburg, Nevin,
Remington, Lake, Cohen, Heidecorn, Akins, Adams and Mrs. Ginsburg.
8
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following sets forth certain information regarding the aggregate
cash and other compensation paid to or earned by the executive officers of the
Company.
<TABLE>
<CAPTION>
Year Salary Bonus Other
---- ------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
Richard Ginsburg 1999 $128,890 (1) - $14,149 (2)
President and CEO, Director 1998 100,000 - 12,219
1997 91,985 - 10,800
Darius G. Nevin 1999 135,000 - 13,492 (2)
Vice President and Chief Financial Officer, 1998 135,537 - 12,084
Director 1997 25,660 (3) - 462
Joel A. Cohen 1999 152,305 31,158 10,586 (2)
Vice President, President and CEO of Mutual, 1998 135,577 (4) - 10,928
Director 1997 - - -
Terry E. Akins 1999 142,500 (5) 29,390 (2),(6)
Chief Operating Officer, Vice President 1998 144,808 (5) 12,559
1997 96,346 7,089
</TABLE>
(1) Mr. Ginsburg's annualized compensation was increased to $175,000 in
September 1999.
(2) Included in other annual compensation are auto allowances and
payments for medical insurance coverage.
(3) Mr. Nevin joined the Company in October 1997, with the execution of
his employment agreement. The annualized compensation for 1997 for
Mr. Nevin was $135,000.
(4) Mr. Cohen joined the Company in February 1998, with the execution
of his employment agreement. The annualized compensation for 1998
for Mr. Cohen was $150,000.
(5) Mr. Akins joined the Company in May 1997, with the execution of his
employment agreement. The annualized compensation for 1999, 1998
and 1997 for Mr. Akins was $150,000. Mr. Akins took extra vacation
time in each year for which he was not compensated.
(6) Included in other annual compensation is amount related to
incentive plan.
Options/SAR Grants in Last Fiscal Year
- --------------------------------------
Individual Grants
<TABLE>
<CAPTION>
Number of
Securities Percent of Total
Underlying Options/SARs Granted Exercise of
Options/SARs to Employees in SARs Price
Name Granted Fiscal Year ($/Share) Expiration Date
---- ------- ----------- --------- ---------------
<S> <C> <C> <C> <C>
David Heidecorn 75,000 31.1% $0.81 May 12, 2009
William Remington 75,000 31.1% $0.69 September 13, 2009
</TABLE>
9
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors and executive officers, and persons who
beneficially own more than ten percent (10%) of a registered class of the
Company's equity securities, to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and the other equity securities of the Company. Officers, directors
and persons who beneficially own more than ten percent (10%) of a registered
class of the Company's equity securities are required by the regulations of the
SEC to furnish the Company with copies of all Section 16(a) forms they file. To
the Company's knowledge, based solely on review of these filings and written
representations from the directors and officers, one such filing was not timely
made during the year ended December 31, 1999 by Mr. Harold Ginsburg, Mr. William
Remington and Mrs. Sheilah Ginsburg.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its corporate headquarters from Guardian Investments, a
Florida partnership owned by Harold and Sheilah Ginsburg, both of whom are
directors, officers and principal shareholders of the Company.
The corporate headquarters occupies a 12,000 square foot building, which houses
the Company's central monitoring station, offices and warehouse facilities,
located in Hollywood, Florida. The lease expires on December 31, 2002, but has a
renewal option for an additional five years under the same terms and conditions.
The annual rent is approximately $130,000, with annual increases not to exceed
three percent (3%). The terms of the lease are no less favorable to the Company
than those which could be obtained from an unaffiliated third party.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 31, 1999 is
being mailed to Shareholders with this Proxy Statement.
DEADLINE FOR SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Pursuant to SEC regulations, shareholder proposals intended to be considered for
inclusion in the Proxy Statement for presentation at the Company's 2001 Annual
Meeting of Shareholders must be received at the Company's offices at 3880 North
28th Terrace, Hollywood, Florida, 33020-1118, Attention: Secretary, no later
than December 30, 2000, for inclusion in the Company's Proxy Statement and form
of proxy relating to such meeting. All proposals must comply with applicable SEC
rules and regulations. In addition, the proxy for voting on matters at the
Company's 2001 Annual Meeting will confer discretionary authority to vote on any
matter, notice of which was not received by the Company before March 13, 2001.
If the date of the Company's 2001 Annual Meeting is changed by more than 30 days
from the date of the 2000 Annual Meeting, then the Company will disclose this
change under Item 5 in its earliest possible quarterly report on Form 10-QSB.
OTHER MATTERS
The Board of Directors is not aware of any other matter other than those set
forth in this Proxy Statement that will be presented for action at the meeting
and does not intend to bring any other matters before the meeting. However, if
other matters properly come before the meeting, or any adjournment or
postponement thereof, the persons named in THE
10
<PAGE>
enclosed proxy will have the discretionary authority to vote the shares they
represent in accordance with their best judgment in the interest of the Company.
We will make available a list of shareholders of the Company before the close of
business on May 26, 2000, for inspection during normal business hours from May
26 through June 2, 2000, at the Company's corporate headquarters located at 3880
North 28 Terrace, Hollywood, Florida, 33020. The list will also be available for
inspection during the meeting.
THE COMPANY UNDERTAKES TO PROVIDE ITS SHAREHOLDERS WITHOUT CHARGE A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES FILED THEREWITH. WRITTEN REQUESTS FOR SUCH REPORT SHOULD BE ADDRESSED
TO THE OFFICE OF THE SECRETARY, GUARDIAN INTERNATIONAL, INC., 3880 NORTH 28th
TERRACE, HOLLYWOOD, FLORIDA 33020-1118.
11
<PAGE>
Guardian International, Inc.
Annual Meeting of Shareholders
June 5, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of Guardian International, Inc. (the "Company")
hereby constitutes and appoints Richard Ginsburg and Darius G. Nevin, and each
of them, the shareholder's true and lawful attorneys and proxies, with full
power of substitution in and for each of them, to vote all shares of the Company
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
to be held at University of Miami School of Business, James W. McLamore
Executive Education Center, 5250 University Drive, Coral Gables, Florida, 33146,
on Monday, June 5, 2000, at 1:00 p.m., local time, or at any postponement or
adjournment thereof, on any and all of the proposals contained in the Notice of
the Annual Meeting of Shareholders, with all the powers the undersigned would
possess if present personally at said meeting, or at any postponement or
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES LISTED ON THE REVERSE SIDE AND FOR THE APPROVAL
OF PROPOSALS 1 AND 2.
(Continued and to be signed and dated on the other side)
- --------------------------------------------------------------------------------
Please mark your votes as this example [X]
The Directors recommend a vote FOR the Nominees listed in Proposal 1 and FOR
Proposal 2.
1. Proposal to elect the following persons as Directors of the Company:
Harold Ginsburg Richard Ginsburg
Sheilah Ginsburg Darius G. Nevin
William Remington Douglas T. Lake
Joel A. Cohen David Heidecorn
FOR all nominees listed WITHHOLD AUTHORITY to
(except as marked to the vote for all nominees listed
contrary; see Instruction below)
[ ] [ ]
Instruction: To withhold authority to vote for any individual nominee,
strike through the name of the nominee above.
2. Proposal to ratify the appointment of Arthur Andersen LLP as
independent accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE>
The above named proxies are granted the authority, in
their discretion, to act upon such other matters as
may properly come before the meeting or any
postponement or adjournment thereof.
Dated________________________ , 2000
Signature(s)________________________ Signature If
Shares Held Jointly
NOTE: Please sign exactly as name appears hereon.
When shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by the President or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
Please sign exactly as your name appears and return this proxy immediately in
the enclosed self-addressed envelope.
