<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
FIREARMS TRAINING SYSTEMS, 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)(1) 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:
<PAGE> 2
[FIREARMS TRAINING SYSTEMS LOGO]
Firearms Training Systems, Inc.
7340 McGinnis Ferry Road
Suwanee, Georgia 30024
July 22, 1998
To Our Stockholders:
On behalf of the Board of Directors and management of Firearms Training
Systems, Inc., I cordially invite you to the Annual Meeting of Stockholders to
be held on August 28, 1998, at 11:00 a.m., at Firearms Training Systems, Inc.,
7340 McGinnis Ferry Road, Suwanee, Georgia 30024.
At the Annual Meeting, stockholders will be asked to elect three (3)
directors of the Company, all of whom are currently directors of the Company.
Information about these persons and certain other matters is contained in the
accompanying Proxy Statement. A copy of the Company's 1998 Annual Report to
Stockholders, which contains financial statements and other important
information about the Company's business, is also enclosed.
It is important that your shares of stock be represented at the
meeting, regardless of the number of shares you hold. You are encouraged to
specify your voting preferences by marking and dating the enclosed proxy card.
However, if you wish to vote for reelecting the directors, all you need to do is
sign and date the proxy card.
Please complete and return the proxy card in the enclosed envelope
whether or not you plan to attend the meeting. If you do attend and wish to vote
in person, you may revoke your proxy at that time.
We hope you are able to attend, and look forward to seeing you.
Sincerely,
/s/ Peter A. Marino
Peter A. Marino
CHIEF EXECUTIVE OFFICER AND PRESIDENT
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<PAGE> 3
Firearms Training Systems, Inc.
7340 McGinnis Ferry Road
Suwanee, Georgia 30024
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 28, 1998
------------------------
To the Stockholders of
Firearms Training Systems, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of
Firearms Training Systems, Inc. will be held at 11:00 a.m. on Friday, August 28,
1998, at Firearms Training Systems, Inc., 7340 McGinnis Ferry Road, Suwanee,
Georgia 30024, for the following purposes:
1. To elect three of the nine directors constituting the Board of
Directors to serve for three years and until their successors are elected and
qualified;
2. Such other matters as may properly come before the meeting and
any adjournment or postponement thereof.
Only stockholders of record on June 30, 1998, are entitled to notice of
and to vote at the Annual Meeting and any adjournment or postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Charles N. Bowen
Charles N. Bowen
SECRETARY
Suwanee, Georgia
July 22, 1998
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE FILL IN,
DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED BUSINESS
REPLY ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THE
PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE PRESENT AT
THE ANNUAL MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
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PROXY STATEMENT
Dated July 22, 1998
For the Annual Meeting of Stockholders
To be Held on August 28, 1998
This Proxy Statement is furnished to stockholders in connection with
the solicitation of proxies by the Board of Directors of Firearms Training
Systems, Inc. ("FATS" or the "Company") for use at FATS' 1998 Annual Meeting of
Stockholders ("Annual Meeting") to be held on Friday, August 28, 1998, including
any postponement, adjournment, or adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting. The Company's principal
offices are located at 7340 McGinnis Ferry Road, Suwanee, Georgia 30024. The
cost of soliciting proxies will be borne by the Company. Proxies will be
solicited through the use of the mails by the directors, officers and employees
of the Company. Management intends to mail this Proxy Statement and the
accompanying form of proxy to stockholders on or about July 31, 1998.
Only stockholders of record at the close of business on June 30, 1998
(the "Record Date"), are entitled to notice of and to vote in person or by proxy
at the Annual Meeting. As of the Record Date, there were 18,970,970 shares of
Class A Voting Common Stock, $.000006 par value per share ("Common Stock") of
FATS outstanding and entitled to vote at the Annual Meeting. The presence of a
majority of such shares is required, in person or by proxy, to constitute a
quorum for the conduct of business at the Annual Meeting. Each outstanding share
of Common Stock is entitled to one vote on any matter submitted for vote by the
stockholders.
Proxies in the accompanying form, duly executed and returned to the
management of the Company, and not revoked, will be voted at the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the stockholder
at any time prior to the voting of the proxy by delivery of a subsequently dated
proxy, by written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the Annual Meeting and voting in person.
Proxies that are executed but which do not contain any specific
instructions will be voted for the election of all the nominees for directors
specified herein and in the discretion of the persons appointed as proxies on
any other matter that may properly come before the Annual Meeting or any
postponement, adjournment or adjournments thereof, including any vote to
postpone or adjourn the Annual Meeting.
A copy of the Company's 1998 Annual Report to Stockholders which
includes financial statements, but which does not constitute part of the proxy
solicitation material, is being furnished herewith to each shareholder of record
as of the close of business on June 30, 1998. Additional copies of the 1998
Annual Report to Stockholders and copies of the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1998 will be provided free of charge
upon written request to:
FIREARMS TRAINING SYSTEMS, INC.
7340 McGINNIS FERRY ROAD
SUWANEE, GEORGIA 30024
ATTN: INVESTORS RELATIONS DEPARTMENT
If the person requesting the Form 10-K was not a stockholder of record
on June 30, 1998, the request must include a representation that the person was
a beneficial owner of Common Stock on that date. Copies of any exhibits to the
Form 10-K will also be furnished on request and upon payment of the Company's
expenses in furnishing the exhibits.
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OWNERSHIP OF STOCK BY DIRECTORS, EXECUTIVE OFFICERS
AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Class A Voting Common Stock ("Common Stock") and Class B
Non-voting Common Stock ("Class B Stock") as of June 30, 1998 by: (i) each
person (or group of affiliated persons) who is known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock; (ii) each
of the Company's directors; (iii) the Company's chief executive officer and each
of the other employees included in the Summary Compensation Table; and (iv) the
Company's current directors and officers as a group. Except as indicated in the
footnotes to the table, the persons named in the table have sole voting and
investment power with respect to all shares of Common Stock indicated as being
beneficially owned by them.
<TABLE>
<CAPTION>
SHARES OF
COMMON SHARES OF
STOCK CLASS B STOCK
BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER (1) OWNED (2) OWNED (3)
---------------------------- --------- ---------
NUMBER % NUMBER %
------ - ------ -
<S> <C> <C> <C> <C>
Centre Capital Investors II, L.P. 6,104,451 32.2% 1,162,360 68.6%
Centre Partners Coinvestment, L.P. 903,016 4.8% 171,945 10.1%
Centre Capital Offshore Investors II, L.P. 1,209,596 6.4% 230,322 13.6%
Centre Capital Tax-exempt Investors II, L.P. 682,428 3.6% 129,942 7.7%
Centre Partners Management LLC (4) 7,996,475 42.2% 1,522,624 89.9%
Centre Partners II LLC (5) 9,470,672 49.9% 1,694,569 100.0%
THIN International (6) 2,504,978 13.2% -- --
Peter A. Marino (7) 187,280 * -- --
David A. Apseloff (7) 20,242 * -- --
Juan C.G. de Ledebur (7) 67,197 * -- --
Robert F. Mecredy (7) 42,767 * -- --
Robert B. Terry (7) 24,717 * -- --
Lester Pollack (8) -- -- -- --
William J. Bratton 6,701 * -- --
Gilbert F. Decker 1,000 * -- --
Craig I. Fields 15,401 * -- --
Frank S. Jones 800 * -- --
Jonathan H. Kagan (9) -- -- -- --
Scott Perekslis (10) 9,005 * -- --
Paul J. Zepf (11) 10,506 * -- --
All current directors and executive officers
as a group (13 individuals) (12) 342,833 1.8% -- --
</TABLE>
- -----
* Less than 1%.
(1)The address of Centre Capital Investors II, L.P., Centre Partners
Coinvestment, L.P., Centre Capital Tax-exempt Investors II, L.P. (together
with Centre Capital Offshore Investors II, L.P., the "Centre Partnerships"),
Centre Partners Management LLC ("Centre Management") and Centre Partners II,
LLC (together with Centre Capital Offshore Investors II, L.P., the "Centre
Entities") is 30 Rockefeller Plaza, New York, New York 10020; the address of
Centre Capital Offshore Investors II, L.P. is c/o Reid Management, Cedar
House, 41 Cedar Avenue, Box HM 1179, Hamilton, Bermuda; and the address of
THIN International N.V. ("THIN International") is Landhuis Joonchi, Koya
Richard J. Beaujan z/n, P.O. Box 837, Curacao, Netherlands Antilles.
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<PAGE> 6
(2)Based on 18,970,970 shares of Common Stock outstanding on June 30, 1998.
Calculation of percentage of beneficial ownership assumes the exercise of
all options exercisable within 60 days of June 30, 1998 only by the
respective named shareholder.
(3)The Centre Partnerships shown as beneficially owning Class B Stock own all
outstanding shares of such stock and have entered into a binding agreement
by which each has agreed not to exercise the right to convert Class B Stock
for Common Stock provided by the Restated Certificate of Incorporation, if
as a result of such conversion, the Centre Partnerships would hold, of
record, or beneficially with power to vote, more than 50% of the shares of
Common Stock outstanding immediately following such conversion unless
concurrently with such conversion the shares of Common Stock are
transferred to an unaffiliated person.
(4)Information regarding ownership of Common Stock by the Centre Entities is
included herein in reliance on information set forth in a Form 4 filed by
the Centre Entities in July 1998 with the Securities Exchange Commission
(the "Commission"), reflecting ownership as of June 30, 1998 as well as
information set forth in Schedule 13G filed by the Centre Entities in
February, 1997. Pursuant to a Management Agreement, Centre Capital
Investors II, L.P., Centre Partners Offshore Investors II, L.P. and Centre
Capital Tax-exempt Investors II, L.P. have delegated voting and investment
power with respect to the Common Stock beneficially owned by them to Centre
Management and investment power over such shares of nonvoting Class B
Stock; accordingly, the aggregate security ownership of those Centre
Entities is reflected for Centre Management as well.
(5)As general partner of Centre Partners Coinvestment, L.P. and general
partner of the general partner of Centre Capital Investors II, L.P., Centre
Partners Offshore Investors II, L.P. and Centre Capital Tax-exempt Investors
II, L.P., Centre Partners II LLC ("Centre Partners") is reflected as
beneficially owning the Common Stock and Class B Stock owned by those Centre
Entities. In addition, pursuant to certain co-investment arrangements,
Centre Partners has been delegated voting and investment power with respect
to an additional 571,181 shares of Common Stock.
(6)Information regarding ownership of Common Stock by THIN International is
included herein in reliance on information set forth in a Form 4 filed by
THIN International in July 1998 with the Commission, reflecting ownership as
of June 30, 1998. Mr. GH Thyssen-Bornemisza, a Swiss national resident in
Monaco and chairman of TBG Holdings N.V., may be deemed to have sole voting
and dispositive power over the Common Stock owned by THIN International.
(7)Messrs. Marino, Apseloff, de Ledebur, Mecredy and Terry's beneficial
ownership includes exerciseable options for 88,395 shares, 10,069 shares,
12,997 shares, 11,651 shares and 9,133 shares, respectively. In addition,
Messrs. Marino, Apseloff, de Ledebur, Mecredy and Terry's beneficial
ownership includes 613 shares, 273 shares, 416 shares, 406 shares and 213
shares, respectively held in a 401 (k) plan for the benefit of each officer,
over which each officer has been delegated voting and investment power.
(8)Excludes 7,996,475 shares of Common Stock and 1,522,624 shares of Class B
Stock for which Centre Management has been delegated voting and/or
investment power and 9,470,672 shares of Common Stock and 1,694,569 shares
of Class B Stock for which Centre Partners is reflected as having beneficial
ownership. Mr. Pollack is a Managing Director of each of Centre Management
and Centre Partners and, as such, may be deemed to have voting and
investment power over such shares of Common Stock and investment power over
such shares of nonvoting Class B Stock. Mr. Pollack disclaims any beneficial
ownership of such shares of Common Stock and Class B Stock.
(9)Excludes 7,996,475 shares of Common Stock and 1,522,624 shares of Class B
Stock for which Centre Management has been delegated voting and/or
investment power and 9,470,672 shares of Common Stock and 1,694,569 shares
of Class B Stock for which Centre Partners is reflected as having beneficial
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<PAGE> 7
ownership. Mr. Kagan is a Managing Director of each of Centre Management and
Centre Partners and, as such, may be deemed to have voting and investment
power over such shares of Common Stock and investment power over such shares
of nonvoting Class B Stock. Mr. Kagan disclaims any beneficial ownership of
such shares of Common Stock and Class B Stock.
(10)Includes 9,005 shares of Common Stock held in a 401(k) plan for the benefit
of Mr. Perekslis, over which Mr. Perekslis has delegated voting and
investment authority to Centre Partners pursuant to certain co-investment
arrangements.
(11)Excludes 7,996,475 shares of Common Stock and 1,522,624 shares of Class B
Stock for which Centre Management has been delegated voting and/or
investment power and 9,470,672 shares of Common Stock and 1,694,569 shares
of Class B Stock for which Centre Partners is reflected as having beneficial
ownership. Mr. Zepf is a Managing Director of each of Centre Management and
Centre Partners and, as such, may be deemed to have voting and investment
power over such shares of Common Stock and investment power over such shares
of nonvoting Class B Stock. Mr. Zepf disclaims any beneficial ownership of
such shares of Common Stock and Class B Stock. Includes 10,506 shares of
Common Stock held in a 401(k) plan for the benefit of Mr. Zepf, over which
Mr. Zepf has delegated voting and investment authority to Centre Partners
pursuant to certain co-investment arrangements.
(12)Excludes 7,996,475 shares of Common Stock and 1,522,654 shares of Class B
Stock for which Centre Management has been delegated voting and/or
investment power and 9,470,672 shares of Common Stock and 1,694,569 shares
of Class B Stock for which Centre Partners is reflected as having beneficial
ownership, for which Messrs. Pollack, Kagan and Zepf may be deemed to have
voting and/or investment power based on their serving as a Managing Director
of such entities. Messrs. Pollack, Kagan and Zepf disclaim beneficial
ownership of such shares of Common Stock and Class B Stock. Includes 19,511
shares of Common Stock held in 401(k) plans for the benefit of Messrs.
Perekslis and Zepf, over which each such individual has delegated voting and
investment authority to Centre Partners pursuant to certain co-investment
arrangements.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
AND INFORMATION REGARDING DIRECTORS
(ITEM NUMBER 1 ON THE PROXY CARD)
The by-laws of FATS provide that the Board of Directors shall consist
of not less than one director, with the exact number being set from time to time
by the Board. The Restated Certificate of Incorporation of the Company divides
the Board of Directors into three classes, as nearly equal in number as
possible, each of which is elected for a three year term. Class II directors,
consisting of the three nominees shown below, each of whom is currently serving
as a director of the Company, will stand for election at the 1998 Annual Meeting
for three-year terms expiring at the Annual Meeting of Stockholders in 2001 or
until their successors are elected and qualified. The terms of the other six
directors listed below will continue as indicated. The Board currently consists
of nine directors.
Directors are elected by a plurality of the votes cast by the holders
of shares of Common Stock entitled to vote for the election of directors at a
meeting at which a quorum is present. A quorum will be present for the Annual
Meeting when the holders of a majority of the shares outstanding on the Record
Date are present in person or by proxy. Proxies submitted which contain
abstentions or broker non-votes are included in determining whether a quorum is
present, but will not affect the outcome of the vote. Unless otherwise indicated
on a proxy, all duly executed proxies granted by the holders of Common Stock
will be voted individually at the Annual Meeting for the election of each
nominee. Each nominee has indicated that he will serve if elected, but if the
situation should arise that any nominee is no longer able or willing to serve,
the proxy may be voted for the election of such other person as may be
designated by the
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Board of Directors. Each person elected as a director shall serve a three-year
term that continues until the Annual Meeting of Stockholders in the third year
of his term and until his successor, if there is to be one, is duly elected and
qualified.
WILLIAM J. BRATTON CHIEF OPERATING OFFICER AND PRESIDENT
CARCO GROUP, INC.
William J. Bratton, age 50, has served as a Director of the Company since
September 17, 1996. Mr. Bratton has been the President and Chief Operating
Officer of CARCO Group, Inc. since 1998. From 1996 to 1997, Mr. Bratton served
as Vice Chairman of First Security Services Corporation and President of its new
subsidiary First Security Consulting, Inc. From 1994 to 1996, Mr. Bratton served
as Police Commissioner of the City of New York. In 1992 he served as
Superintendent in Chief of the Boston Police Department and was appointed Police
Commissioner of the Boston Police Department in 1993. From 1990 to 1992, Mr.
Bratton served as Chief of the New York City Transit Police. Mr. Bratton also
serves as a director of Rite-Aid Corporation and First Security Services
Corporation.
JONATHAN H. KAGAN MANAGING DIRECTOR
CENTRE PARTNERS MANAGEMENT LLC
Jonathan H. Kagan, age 42, has served as a Director of the Company since July
31, 1996. Mr. Kagan also served as Secretary of the Company from July 31, 1996
through July 18, 1997. Mr. Kagan has served as Managing Director of Centre
Partners Management LLC since 1995. Mr. Kagan has been a Managing Director of
Corporate Advisers, L.P. since 1990. Mr. Kagan has been associated with Lazard
Freres & Co. LLC since 1980 and has been a Managing Director since 1995 (prior
thereto a General Partner). Mr. Kagan also serves as a Director of Jeepers! Inc.
and Hyco International, Inc. Mr. Kagan is a member of the Audit Committee of the
Board of Directors.
FRANK S. JONES CORPORATE DIRECTOR
Frank S. Jones, age 69, has served as a Director of the Company since April 16,
1998. Mr. Jones has served as assistant dean at the Harvard Business School, a
group brand manager at a consumer products company, and as Ford Professor of
Urban Affairs at the Massachusetts Institute of Technology from which he retired
in 1992. Mr. Jones also serves as a Director of Polaroid Corporation and
Scientific Games Holdings Corporation. Mr. Jones is a member of the Audit
Committee of the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE "FOR" THE PROPOSAL TO ELECT WILLIAM J. BRATTON, JONATHAN H. KAGAN
AND FRANK S. JONES AS CLASS II DIRECTORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
2001 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND
QUALIFIED.
The following Class I directors were elected in fiscal 1998 and their
present terms expire with the Annual Meeting of Stockholders in 2000:
PETER A. MARINO CHIEF EXECUTIVE OFFICER AND PRESIDENT
FIREARMS TRAINING SYSTEMS, INC.
Peter A. Marino, age 56, has served as a Director of the Company since September
17, 1996 and became Chief Executive Officer and President on October 15, 1996.
Prior to joining the Company, Mr. Marino served as Senior Vice President of
Raytheon E-Systems, Inc. from 1991 to 1996. Mr. Marino previously served as
President and Chief Operating Officer of Fairchild Industries and prior to such
service was President and Chief Operating Officer of Lockheed Electronics Co.,
Inc. Prior to such service, Mr. Marino
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<PAGE> 9
held various positions at the Central Intelligence Agency, including Director of
the Office of Technical Services. Mr. Marino serves as a director of Space
Imaging, Inc. and is a member of the Defense Science Board.
LESTER POLLACK MANAGING DIRECTOR
CENTRE PARTNERS MANAGEMENT LLC
Lester Pollack, age 64, has served as a Director of the Company since July 31,
1996 and as Chairman of the Board since September 17, 1996. Mr. Pollack has
served as Managing Director of Centre Partners Management LLC since 1995. Mr.
Pollack has been Senior Managing Director of Corporate Advisors, L.P., the
general partner of Corporate Partners, L.P. and Corporate Offshore Partners,
L.P., since 1988, Managing Director of Lazard Freres & Co. LLC since 1995 (prior
thereto a General Partner) and Chief Executive Officer of Centre Partners, L.P.
since 1986. Mr. Pollack also serves as a director of LaSalle Re Holdings
Limited, Parlex Corporation, Rembrandt, Inc., Nationwide Credit Inc., SunAmerica
Inc., and Tidewater, Inc. Mr. Pollack is a member of the Compensation Committee
of the Board of Directors.
SCOTT PEREKSLIS PRINCIPAL
CENTRE PARTNERS MANAGEMENT LLC
Scott Perekslis, age 30, has served as a Director of the Company since July 31,
1996. Mr. Perekslis also served as a Vice President of the Company from July 31,
1996 through July 18, 1997. Since 1995, Mr. Perekslis has been a Principal of
Centre Partners Management LLC and a Principal of Corporate Advisors, L.P. From
1991 to 1995, Mr. Perekslis was an Associate of Corporate Advisors, L.P. Mr.
Perekslis also serves as a director of Hyco International, Inc. and KIK
Corporation Holdings, Inc. Mr. Perekslis is a member of the Compensation
Committee of the Board of Directors.
The following Class III directors were elected in fiscal 1997 and their
present terms expire with the Annual Meeting of Stockholders in 1999:
PAUL J. ZEPF MANAGING DIRECTOR,
CENTRE PARTNERS MANAGEMENT LLC
Paul J. Zepf, age 33, has served as a Director of the Company since July 31,
1996. Since 1998, Mr. Zepf has been a Managing Director of Centre Partners
Management LLC and a Managing Director of Corporate Advisors, L.P. From 1995 to
1998, Mr. Zepf was a Principal of Centre Partners Management LLC and a Principal
of Corporate Advisors, L.P. Mr. Zepf also served as a Vice President of
Corporate Advisors, L.P. from 1993 to 1995. Mr. Zepf also serves as a Director
of LaSalle Re Holdings Limited, The Learning Company and Nationwide Credit, Inc.
Mr. Zepf is a member of the Compensation Committee and is a member of the Option
Subcommittee of the Compensation Committee of the Board of Directors.
CRAIG I. FIELDS CORPORATE DIRECTOR
Craig I. Fields, age 52, has served as a Director of the Company since September
17, 1996. From 1994 until the present, Dr. Fields has served on various boards
of directors, including the boards of ENSCO, Projectavision, Inc., Alliance
Gaming Corporation, Perot Systems, Network Solution and Music Holdings Corp.
From 1990 to 1994, Dr. Fields served as Chairman and Chief Executive Officer of
the Microelectronics and Computer Technology Corporation, a for-profit research
and development consortium involved in information technology. Dr. Fields is
Chairman of the Defense Science Board. Mr. Fields is a member of the
Compensation Committee and is a member of the Option Subcommittee of the
Compensation Committee of the Board of Directors.
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GILBERT F. DECKER CORPORATE DIRECTOR
Gilbert F. Decker, age 61, has served as a Director of the Company since
December 31, 1997. Prior to becoming a private consultant in 1997, Mr. Decker
was the Assistant Secretary of the Army, Research, Development and Acquisition
from 1994 to 1997. Prior to 1994, Mr. Decker held positions of Chief Executive
Officer and President in Xeruca Holding, Inc., Acurex Corporation and Penn
Central Federal Systems Company. Mr. Decker has served on the boards of several
government and public organizations including the Army Science Board, Air Force
Studies Board, Defense Science Board and the Engineering Advisory Board to Johns
Hopkins University. Mr. Decker is a member of the Audit Committee of the Board
of Directors.
DIRECTORS' COMPENSATION
Each director of the Company who is not an employee of the Company is
entitled to receive annual compensation of $20,000, payable quarterly. In
addition, directors of the Company are reimbursed for their reasonable expenses
incurred in attending meetings of the Board of Directors or committees thereof.
In fiscal 1997, Messrs. Fields and Bratton were granted options to purchase
33,200 and 16,600 shares of Common Stock, respectively in connection with their
serving as directors of the Company. In fiscal 1998, Messrs. Fields, Bratton and
Decker were granted options (with exercise prices ranging from $5.1875 to $11.75
per share) to purchase 13,000, 3,500 and 16,600 shares of Common Stock,
respectively in connection with their serving as directors of the Company which
options in the case of Mr. Fields included 3,000 options granted in connection
with services he also rendered pursuant to a consulting agreement. Directors who
are also employees of the Company are not separately compensated for their
services as directors.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company meets on a regular basis to
supervise, review, and direct the business and affairs of the Company. During
the Company's 1998 fiscal year, the Board held four meetings and also approved
actions through three unanimous consents of the Board of Directors in lieu of a
meeting. The Board of Directors has established an Executive, an Audit and a
Compensation Committee, to which it has assigned certain responsibilities in
connection with the governance and management of the Company's affairs. The
Company has no standing nominating committee or other committee performing
similar functions and such functions are performed by the Board of Directors.
Each of the current directors attended at least 75% of the total number
of meetings of the Board and the committees on which he served during the period
he served in such position.
Executive Committee. The Board of Directors established the Executive
Committee in September 1996 to have all the power and authority of the Board of
Directors, consistent with limitations contained in the By-laws and provisions
of the Delaware General Corporation Law. Effective April 1, 1998, the Executive
Committee was dissolved. Messrs. L. Pollack, Marino, Kagan, Perekslis and Zepf
were the members of the Executive Committee. During the Company's 1998 fiscal
year, the Executive Committee did not hold a meeting; however, they approved
actions through one unanimous consent of the Executive Committee in lieu of a
meeting.
Audit Committee. The Board of Directors established the Audit Committee
in September 1996 to: (i) make recommendations concerning the engagement of
independent public accounts; (ii) review with the independent public accountants
the plans for and scope of the audit, the audit procedures to be utilized and
the results of the audit; (iii) approve the professional services provided by
the independent public accountants; (iv) review the independence of the
independent public accountants; and (v) review the adequacy and effectiveness of
the Company's internal accounting controls. Messrs. Kagan, Decker and Jones are
the members of the Audit Committee. During the Company's 1998 fiscal year, the
Audit Committee held one meeting.
10
<PAGE> 11
Compensation Committee. The Board of Directors established the
Compensation Committee in September 1996 to determine compensation of the
Company's executive officers and to administer the Company's Stock Option Plan.
Messrs. L. Pollack, Perekslis, Fields and Zepf are the members of the
Compensation Committee. During the Company's 1998 fiscal year, the Compensation
Committee did not hold a meeting; however, they approved actions through two
unanimous consents of the Compensation Committee in lieu of a meeting.
Option Subcommittee. The Board of Directors established the Option
Subcommittee of the Compensation Committee to consider and approve all
compensation items which qualify as performance-based compensation within the
meaning of Section 162(m)(4)(c) of the Internal Revenue Code, including without
limitation, all grants of stock options pursuant to the Company's Stock Option
Plan. Messrs. Fields and Zepf are members of the Option Subcommittee. During the
Company's 1998 fiscal year, the Option Subcommittee together with its
predecessor committee did not hold a meeting; however, they approved actions
through four unanimous consents of the Compensation Committee in lieu of a
meeting.
EXECUTIVE COMPENSATION
The following table sets forth all compensation earned for services
rendered to the Company in all capacities during the fiscal years ended March
31, 1998, 1997 and 1996 by the Company's chief executive officer serving and
each of the Company's other four most highly compensated executive officers
serving at March 31, 1998 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------------------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- --------------------------- ------ ---------- ---------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter A. Marino (1) 1998 350,000 150,000 6,865 (5) - -
Chief Executive Officer and
President 1997 148,076 75,000 - 707,160 324,448 (2)
1996 - - - - -
David A. Apseloff (3) 1998 123,039 50,000 2,987 (5) 20,000 -
Vice President and Chief Financial
Officer 1997 107,077 80,000 (4) 2,247 (5) 74,700 -
1996 92,308 10,000 173 (5) - -
Juan C. G. de Ledebur 1998 133,846 110,000 2,417 (5) 10,000 -
Vice President, Sales and Marketing 1997 160,169 135,000 (4) 7,115 (5)(6) 212,148 -
1996 270,393 - 6,551 (5)(6) - -
Robert F. Mecredy 1998 140,385 120,000 2,435 (5) 10,000 -
Executive Vice President 1997 144,179 175,000 (4) 3,093 (5) 182,600 -
1996 149,328 15,000 1,432 (5) - -
Robert B. Terry, Jr. (7) 1998 98,846 45,000 2,350 (5) 10,000 -
Vice President, Operations 1997 87,692 115,000 (4) 2,264 (5) 127,322 -
1996 68,846 13,300 - - -
</TABLE>
- -------------------------------------
(1) Mr. Marino became the Company's Chief Executive Officer and President on
October 15, 1996.
(2) Mr. Marino received a bonus of $155,000 and 36,852 shares of Common Stock
valued at $119,880 in connection with his employment agreement,
Mr. Marino was also reimbursed for moving expenses of $49,568.
(3) Mr. Apseloff resigned as Vice President and Chief Financial Officer
effective June 25, 1998.
(4) Messrs. de Ledebur, Mecredy and Terry received transition bonuses as part of
the Company's Recapitalization of $50,000 each, Mr. Apseloff received a
transition bonus of $30,000.
(5) Matching contributions made by the Company to its 401(k) plan.
(6) Provision of automobile allowance for Mr. de Ledebur of $4,800 in both 1997
and 1996, respectively.
(7) Mr. Terry resigned as Vice President, Operations effective June 19, 1998.
11
<PAGE> 12
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
NO. OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARs STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERMS *
OPTION/SARs EMPLOYEES IN BASE PRICE EXPIRATION ------------------------------
GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
------------- -------------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Peter A. Marino - - - - - -
David A. Apseloff 20,000 (1) 5.00% $ 11.75 04/17/04 95,669 222,949
Juan C. G. de Ledebur 10,000 (1) 2.50% $ 11.75 04/17/04 47,834 111,474
Robert F. Mecredy 10,000 (1) 2.50% $ 11.75 04/17/04 47,834 111,474
Robert B. Terry, Jr. 10,000 (1) 2.50% $ 11.75 04/17/04 47,834 111,474
</TABLE>
(1) Series D Options are generally exerciseable as follows: (i) 33 1/3% on the
first anniversary of the option issue date (the "option date"), (ii) 33 1/3% on
the second anniversary of the option date, and (iii) 33 1/3% on the third
anniversary of the option date. See Employment and Related Matters-Resignation
Agreements and Share Repurchase.
* These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on future performance of
the Common Stock and overall market conditions. There can be no assurance that
the amounts reflected in these columns will be achieved or if achieved, will
exist at the time of any option exercise.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NO. OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END AT FISCAL YEAR END (1)
------------------------------------ ------------------------------------
EXERCISEABLE UNEXERCISEABLE EXERCISEABLE UNEXERCISEABLE
---------------- ------------------ ---------------- ------------------
<S> <C> <C> <C> <C>
Peter A. Marino 88,395 618,765 508,006 3,556,042
David A. Apseloff 10,069 84,631 19,551 409,750
Juan C. G. de Ledebur 12,997 209,151 55,533 1,163,681
Robert F. Mecredy 11,651 180,949 47,798 1,001,604
Robert B. Terry, Jr. 9,133 128,189 33,327 698,393
</TABLE>
(1) As required by the rules of the Securities and Exchange Commission, the
value of unexercised in-the-money options is calculated based on the closing
sales price of the Company's Common Stock on The Nasdaq Stock Market as of the
last business day of its fiscal year, March 31, 1998, which was $9.00 per share.
12
<PAGE> 13
EMPLOYMENT AND RELATED MATTERS
Employment Agreement with Mr. Marino. The Company has entered into an
employment agreement with Mr. Marino with an initial term expiring March 31,
2002, with automatic one-year extensions thereafter unless terminated by either
party. Pursuant to the agreement, Mr. Marino serves as Chief Executive Officer
and President at an annual base salary of $350,000, subject to review and annual
increases as approved by the Board of Directors. Mr. Marino also is eligible for
annual bonuses based on the Company reaching targeted EBITDA levels for each
fiscal year, with a maximum of $225,000 in bonus payable for each fiscal year
(or such greater amount as determined by the Board of Directors). In connection
with the execution of the employment agreement, in fiscal 1997 Mr. Marino
received a bonus of $155,000, was granted 36,852 shares of Common Stock and was
granted options to purchase 707,160 shares of Common Stock, consisting of Series
A Options for 353,580 shares and Series B Options for 353,580 shares. The
Company also paid Mr. Marino's reasonable expenses in relocating to the Atlanta
area. Pursuant to the employment agreement, Mr. Marino agreed to purchase 61,420
shares of Common Stock at approximately $3.25 per share. Mr. Marino also is
subject to a covenant not to compete with the Company during the period of his
employment with the Company or any period during which he receives payments from
the Company pursuant to the employment agreement and for a period of two years
thereafter.
Resignation Agreements and Share Repurchase. Messrs. Apseloff, Terry
and Echols, has each entered into a resignation agreement with the Company which
provides for his resignation as an executive officer of the Company and
continued employment by the Company so long as he provides certain services
until a termination date approximately 6 months from the date of his agreement
(the "termination date") during which time each receives his current salary and
participates in the Company's employee benefit plans for executive level
employees. Each officer agrees that for a period of three years after his
termination date (the "Compliance Period"), he will not provide executive
services to persons selling products substitutable for those of the Company,
solicit customers of the Company for the purpose of selling products or
providing executive services, or solicit for employment the Company's employees.
Pursuant to Mr. Apseloff's agreement, the Series A options previously granted to
him were amended to clarify that if he complies with the terms of his
resignation agreement he will qualify on October 31, 1998 for the previously
scheduled vesting of 16 2/3% of his Series A options. Additionally, Mr.
Apseloff's agreement provides that if he complies with his agreement, an
additional number (the "Transition Shares") of his existing Series A unvested
options will vest at the end of his Compliance Period, which option can be
exercised for 12 months thereafter, provided that in the event of a change of
control during such Compliance Period, such number of Transition Shares will be
reduced in proportion to the amount of the Compliance Period which has elapsed
as of such date. Mr. Terry's agreement and Mr. Echols' agreements each provide
that such officer will vest if he complies with his agreement, in an additional
number (the "Transition Shares") of his existing Series A and Series D unvested
options at the end of his respective Compliance Period, which options can be
exercised for 12 months thereafter, and that in the event of certain changes of
control during such Compliance Period, such Transition Shares would vest as of
such date. In addition, the outstanding Series B and Series D options held by
such officers were amended to extend the exercise period for any options which
were already vested until 12 months after such officer's Compliance Period
subject to compliance by the officer with the terms of his agreement.
Mr. Apseloff's agreement provides for his resignation as Vice President
and Chief Financial Officer effective June 25, 1998, establishes a termination
date of October 31, 1998 and provides for 15,000 Transition Shares. In addition,
it acknowledges that the amount of his bonus earned for fiscal 1998 is $50,000.
Pursuant to a separate agreement dated May 20, 1998, the Company purchased
15,000 shares of Common Stock owned by Mr. Apseloff at a price of $5 per share
which was the current bid price on NASDAQ available to the parties at the time
on May 20 that the parties reached agreement. The agreement was approved by the
Option Subcommittee of the Compensation Committee. The shares sold by Mr.
Apseloff were acquired by him on September 18, 1996 at a price of approximately
$3.25 per share.
13
<PAGE> 14
Mr. Terry's agreement provides for his resignation as Vice President
Operations effective June 19, 1998, establishes a termination date of January 1,
1999 and provides for 45,000 Transition Shares. Mr. Echols' agreement provides
for his resignation as Vice President Engineering effective June 19, 1998,
establishes a termination date of January 1, 1999 and provides for 39,000
Transition Shares.
Non-Competition Agreements. The Company has entered into an Agreement
to Limit Future Competition with each current member of senior management of the
Company and other key employees. Pursuant to such agreements each such employee
has agreed, for a period of two years following the termination of employment
with the Company, not to: (i) be employed by specified businesses in an
executive capacity; (ii) use or permit to be used his executive skills,
knowledge or expertise for the benefit of any such business; and (iii) use or
permit to be used competitively sensitive information received while employed by
the Company for the benefit of any such business.
CERTAIN TRANSACTIONS
On April 24, 1998, the Centre Partnerships pursuant to a written
agreement exchanged certain shares of Class A Voting Common Stock owned by each
of them for an equal number of shares of Class B Non-voting Common Stock in the
amounts as shown under "OWNERSHIP OF STOCK BY DIRECTORS, EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS." In connection with such agreement, the Centre
Partnerships each agreed not to exercise the right to convert Class B Stock for
Common Stock provided by the Restated Certificate of Incorporation if, as a
result of such conversion, the Centre Partnerships would hold of record, or
beneficially, with power to vote, more than 50% of the shares of Class A Common
Stock outstanding immediately following such conversion unless concurrently with
such conversion the shares of Class A Common Stock are transferred to an
unaffiliated person. The transaction, which was approved by the Board of
Directors was carried out in order to permit the Company to engage in
acquisition transactions after expiration of two years which could be accounted
for as a pooling under generally accepted accounting principles and is believed
by the Company to have been of no monetary value to the Centre Partnerships.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Pollack, Fields, Perekslis and Zepf served as members of the
Company's Compensation Committee during the 1998 fiscal year. While Mr. Pollack
is Chairman of the Board and Mr. Perekslis was a Vice President of the Company
through July 18, 1997, none is otherwise an employee, officer or former employee
or officer of the Company or its subsidiaries.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has provided the following report:
The compensation policies of the Company have been developed to link
the compensation of executive officers with the development of enhanced value
for the Company's stockholders. Through the establishment of both short-term and
long-term incentive plans and the use of base salary and performance bonus
combinations, the Company seeks to align the financial interests of its
executive officers with those of its stockholders.
PHILOSOPHY AND COMPONENTS
In designing its compensation programs, the Company follows its belief
that compensation should reflect both the Company's recent performance and the
value created for stockholders, while also supporting the broader business
strategies and long-range plans of the Company. In doing so, the compensation
programs reflect the following general characteristics:
* The Company's financial performance and, in particular, that of the
individual.
14
<PAGE> 15
* An annual incentive arrangement that generates a portion of
compensation based on the achievement of specific performance goals in relation
to the Company's internal budget and strategic initiatives, with superior
performance resulting in enhanced total compensation.
The Company's executive compensation is based upon the components
listed below, each of which is intended to serve the overall compensation
philosophy:
BASE SALARY. Base salary is intended to be set at a level that
approximates the competitive amounts paid to executive officers of similar
businesses in structure, size, and industry orientation. Competitive amounts are
determined informally through a review of published compensation surveys and
proxy statements of other companies, including some, but not all, of the
companies in the peer group selected for purposes of the stock performance graph
set forth elsewhere in this Proxy Statement.
INCENTIVE COMPENSATION. In accordance with the Company's philosophy of
tying a substantial portion of the overall compensation of its executive
officers to the achievement of specific performance goals, an incentive plan has
been developed for the executive officers. The Company's incentive plan is
designed to reward superior performance with total compensation above
competitive levels. On the other hand, if performance goals are not achieved and
the Company suffers as a result, compensation of affected executive officers may
fall below competitive levels.
STOCK OPTIONS. The Company periodically considers awards to its
executive officers of stock options granted under the terms of its Stock Option
Plan. Options are awarded by the Option Subcommittee to selected executive
officers and other persons in recognition of outstanding contributions they may
have made (or are being motivated to make) to the Company's growth, development,
or financial performance. The awarding of options is designed to encourage
ownership of the Company's Common Stock by its executive officers, thereby
aligning their personal interests with those of our shareholders.
The Compensation Committee reviews and determines the compensation of
the executive officers of the Company with this philosophy on compensation as
its basis. While promoting initiative and providing incentives for superior
performance on behalf of the Company for the benefit of its shareholders, the
Compensation Committee also seeks to assure that the Company is able to compete
for and retain talented personnel who will lead the Company in achieving levels
of growth and financial performance that will enhance shareholder value over the
long-term as well as short-term.
CEO COMPENSATION
Effective October 15, 1996, the Company entered into an employment
agreement with Mr. Marino as Chief Executive Officer and President for a term
that extends to March 31, 2002, and is renewable for successive one-year terms
thereafter unless either party chooses not to renew. Details about that
agreement are provided under "Executive Compensation - Employment and Related
Matters" above.
The Compensation Committee believes that the compensation terms of Mr.
Marino's employment agreement are consistent with and reflect the Company's
executive compensation philosophy. The base salary provided to Mr. Marino is
consistent with what the Compensation Committee believes is competitive in the
Company's industry, and the opportunities for bonus compensation are tied to the
Company's performance in terms of value to its stockholders. Additionally, the
options that have been granted to Mr. Marino are subject to vesting over a
period of years.
The Compensation Committee
Lester Pollack * Craig I. Fields * Scott Perekslis * Paul J. Zepf
15
<PAGE> 16
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on the Company's Common Stock against the
cumulative total return of The Nasdaq National Market (U.S.) and the cumulative
total return for a group of companies consisting of Apollo Group Inc., CBT Group
Plc, Evans & Sutherland Computer Corporation, Imax Corporation, Learning Tree
International, Orbital Sciences Corporation, REMEC Inc. and the Wyman-Gordon
Company, for the period commencing November 27, 1996, the date that the
Company's Common Stock became publicly traded, and ending on March 31, 1998.
Note: The proxy graph for fiscal year 1997 included both Flightsafety
International, Inc. and National Education Corporation; however, neither of
these companies currently has securities which are traded and they have been
excluded from the Peer Group.
[GRAPH APPEARS HERE]
CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
FIREARMS NASDAQ
TRAINING STOCK MARKET
SYSTEMS, INC. PEER GROUP COMPOSITE
------------- ---------- ---------
<S> <C> <C> <C>
11/27/96 100.000 100.000 100.000
12/31/96 86.239 106.969 100.288
3/31/97 91.743 93.492 94.903
6/30/97 100.917 130.781 112.021
9/30/97 45.872 147.240 130.946
12/31/97 38.073 141.727 121.986
3/31/98 66.055 163.094 142.597
</TABLE>
- --------------------------------------
Graph reflects $100 invested on November 27, 1996 and the reinvestment
of any dividends in (i) Company Common Stock, (ii) the common stocks of the
group of companies identified above that have been selected by the Company as
its peers, and (iii) the Nasdaq Stock Market - Composite index.
16
<PAGE> 17
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee,
appoints each year the firm that will serve as the Company's independent public
accountants. The Board has appointed Arthur Andersen LLP, which firm served as
independent public accountants for the Company during the past fiscal year, to
serve as such accountants for the current fiscal year. Such appointment is not
subject to ratification or other vote by the stockholders.
A representative of Arthur Andersen LLP is expected to be present at
the Annual Meeting of Stockholders, with opportunity to make a statement if he
or she desires to do so, and is expected to be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
Stockholders who desire to submit to the Company proposals for
inclusion in the Company's proxy materials for the 1999 Annual Meeting of
Stockholders of Firearms Training Systems, Inc. must submit such proposals to
the Secretary of the Company for receipt by the Secretary on or prior to April
1, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 ("1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the Commission and the Nasdaq National Market reports of ownership
and changes in ownership of Common Stock and other equity securities of the
Company. Directors, executive officers and greater than ten percent stockholders
are required by the rules promulgated by the Commission to furnish the Company
with copies of all forms they file pursuant to Section 16(a) of the 1934 Act.
Based solely on review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that during fiscal 1998, all filings required by Section 16 (a)
of the 1934 Act applicable to its directors, executive officers and greater than
ten percent beneficial owners were made on a timely basis, except Mr. Decker
inadvertently failed to timely report on Form 4 a purchase of Common Stock in
January 1998 and THIN International inadvertently failed to timely report on
Form 4 a sale of Common Stock in March 1998.
OTHER MATTERS
Management does not intend to present to the Annual Meeting any
business other than the items stated in the "Notice of Annual Meeting of
Stockholders" and knows of no other business to be presented for action at the
meeting. If, however, any other business should properly come before the meeting
or any adjournments thereof, it is intended that all management proxies will be
voted with respect thereto in accordance with the best judgment of the persons
named in the proxies.
FIREARMS TRAININGS SYSTEMS, INC.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Charles N. Bowen
Charles N. Bowen
Dated: July 22, 1998 SECRETARY
17
<PAGE> 18
APPENDIX
FIREARMS TRAINING SYSTEMS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 28, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received notice of the Annual Meeting of
Stockholders and revoking all prior proxies, hereby appoints Peter A. Marino and
Charles N. Bowen, and each of them, attorneys or attorney of the undersigned,
with full power of substitution in each of them, for and in the name of the
undersigned, to attend the Annual Meeting of Stockholders of Firearms Training
Systems, Inc. (the "Company") to be held Friday, August 28, 1998, at 11:00 A.M.,
Eastern Time, and any postponement or adjournment thereof, and to vote and act
upon the following matters in respect of all shares of common stock of the
Company that the undersigned would be entitled to vote or act upon, with all
powers the undersigned would possess, if personally present:
1. ELECTION OF DIRECTORS:
To re-elect each of the following nominees, as a director of
the Company, for a term of three years:
William J. Bratton Jonathan H. Kagan Frank S. Jones
/ / FOR ALL NOMINEES / / WITHHOLD / / FOR ALL EXCEPT
(NOTE: If you do not wish your shares voted "for" a particular
nominee, mark the "For All Except" box and strike a line
through the name(s) of the nominee(s). Your shares will be voted
for the remaining nominee (s).)
2. TO VOTE, IN THE PROXIES' DISCRETION, UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR
ADJOURNMENT THEREOF.
/ / FOR / / AGAINST / / ABSTAIN
The shares represented by this proxy will be voted as directed by the
undersigned and as indicated herein. IF NO DIRECTION IS GIVEN WITH RESPECT TO
THE ELECTION OF DIRECTORS OR THE DISCRETIONARY AUTHORITY OF THE PROXIES TO VOTE
UPON OTHER PROPER BUSINESS, THIS PROXY WILL BE VOTED FOR SUCH ELECTION, AND THE
PROXIES, IN THEIR DISCRETION, WILL VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
Attendance of the undersigned at the meeting or any postponement or
adjournment thereof will not be deemed to revoke this proxy unless the
undersigned shall affirmatively indicate at such meeting the intention of the
undersigned to vote such shares in person.
Dated: , 1998
-------------------
BE SURE TO DATE THE PROXY
-----------------------------
SIGNATURE
PLEASE VOTE DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
IF SHARES ARE HELD BY MORE THAN ONE OWNER, EACH MUST
SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, GUARDIANS,
AND OTHERS SIGNING IN A REPRESENTATIVE CAPACITY
SHOULD GIVE THEIR FULL TITLES.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------ ------------------------------
- ------------------------------ ------------------------------
- ------------------------------ ------------------------------
18
