ORA ELECTRONICS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held September 21, 1999
10:00 a.m.
To Our Stockholders:
The Annual Meeting of Stockholders of ORA Electronics, Inc. (the "Company"),
will be held at The Chatsworth Hotel, 9777 Topanga Canyon Boulevard, Chatsworth,
California 91311, on Monday, September 21, 1999, at 10:00 a.m. P.D.T. for the
following purposes:
1. To elect four directors each to serve a one-year term;
2. To ratify the appointment by the Board of Directors of Richard & Hedrick
as independent accountants of the Company for the fiscal year ending March 31,
2000; and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on August 2, 1999, as the
record date for determination of stockholders entitled to notice of and to vote
at the Annual Meeting and any adjournment thereof.
Whether or not you expect to attend the annual meeting, please mark, date and
sign the accompanying proxy card and return it promptly in the envelope enclosed
for that purpose.
By Order of the Board of Directors
By /s/ Matthew F. Jodziewicz
-------------------------------
Matthew F. Jodziewicz,
Secretary
Chatsworth, California
August 23, 1999
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<PAGE>
ORA ELECTRONICS, INC.
9410 OWENSMOUTH AVENUE
CHATSWORTH, CA 91311
PROXY STATEMENT
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of ORA Electronics, Inc. ("ORA" or the "Company"), in connection with
the Annual Meeting of Stockholders to be held at 10:00 a.m. P.D.T. on September
21, 1999, at The Chatsworth Hotel, 9777 Topanga Canyon Boulevard, Chatsworth,
California 91311, and at any and all adjournments thereof.
This Proxy Statement and accompanying proxy will first be mailed to
stockholders on or about August 23, 1999. The costs of solicitation of proxies
will be paid by the Company. In addition to soliciting proxies by mail, the
Company's officers, directors and other regular employees, without additional
compensation, may solicit proxies personally or by other appropriate means. The
Company will reimburse brokers, banks, fiduciaries and other custodians and
nominees holding shares of the Company's common stock ("Common Stock") in their
names or in the names of their nominees for their reasonable charges and
expenses incurred in forwarding proxies and proxy materials to the beneficial
owners of such Common Stock.
VOTING RIGHTS AND OUTSTANDING SHARES
Only stockholders of record of Common Stock as of August 2, 1999, will be
entitled to vote at the Annual Meeting. On July 28, 1999, there were 6,910,063
shares of Common Stock outstanding, which constituted all of the outstanding
voting securities of the Company. Each share of Common Stock is entitled to one
vote on all matters to come before the Annual Meeting.
Assuming a quorum is present, the affirmative vote of a plurality of the
votes cast will be required for the election of directors, and the affirmative
vote of a majority of the votes cast will be required for the approval of
Proposal 2 and to act on all other matters to come before the Annual Meeting.
For purposes of determining the number of votes cast with respect to any voting
proposal, the sum of votes cast and abstentions are included. Abstentions with
respect to any proposal are counted as "shares present" and have the effect of a
vote "against" such proposal as to which they are specified. Broker non-votes
with respect to any proposal are not considered "shares present" and, therefore,
have the effect of reducing the number of affirmative votes required to achieve
a majority of the votes cast for such proposal.
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Shares may be voted cumulatively for the election of directors. If any
stockholder gives notice before the vote is taken of intention to cumulate
votes, then all stockholders will be entitled to cumulate their votes for
election of directors. Cumulative voting allows a stockholder to cast a number
of votes equal to the number of shares held as of the record date, multiplied by
the number of directors to be elected. These votes may be cast for any one
nominee, or may be distributed among as many nominees as the stockholder sees
fit. If cumulative voting is declared at the meeting, votes represented by
proxies delivered pursuant to this proxy statement may be cumulated in the
discretion of the proxy holders.
REVOCABILITY OF PROXIES
Proxies must be written, signed by the stockholder and returned to the
Secretary of the Company. Any stockholder who signs and returns a proxy may
revoke it at any time before it is voted by filing with the Secretary of the
Company a written revocation or a duly executed proxy bearing a date later than
the date of the proxy being revoked. Any stockholder attending the Annual
Meeting in person may withdraw such stockholder's proxy and vote such
stockholder's shares.
DIRECTORS
The Company's Bylaws authorize a Board of Directors (the "Board" or "Board
of Directors") consisting of five people to be elected by the Company's
stockholders each year. Currently the Board consists of four members, with one
vacancy. The following table sets forth certain information concerning Board
members as of July 28, 1999:
Name Principal Occupation Age
- ---- -------------------- ---
GERSHON N. COOPER Mr. Cooper founded the Company's business 50
in 1974 and has been chairman of the
Board and President of the Company since
its incorporation in 1979. He became
Chief Executive Officer of ORA in
December 1996.
JOHN M. BURRIS Mr. Burris, a certified public accountant, 52
joined ORA in 1987 as its General
Manager in charge of accounting and
finances. From 1990 through November
1996 he continued to work in such
capacity, but as an independent
contractor. In December 1996, Mr.
Burris became ORA's Vice President
and Chief Financial Officer and an
employee and Director of the Company
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<PAGE>
Name Principal Occupation Age
- ---- -------------------- ---
MATTHEW F. JODZIEWICZ Mr. Jodziewicz, a registered patent attorney, 50
joined ORA in March 1995 as in-house
counsel. He became Vice President of
Technology and Legal Affairs, Secretary
and a director in December 1996. Prior to
joining ORA, Mr. Jodziewicz was in the
private practice of law and provided
legal services, primarily in the
intellectual property area, to the
Company and other clients.
RUTH COOPER Ms. Cooper joined ORA upon its formation 47
in 1974 and has served in many
capacities. From the Company's
incorporation in 1979 to December 1996,
she was an Executive Vice President. She
is the wife of Mr. Cooper.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has not created any committees as of the date
hereof, although it may do so in the future. The Board of Directors did not hold
any regularly scheduled or special meetings during ORA's fiscal year ended March
31, 1999 ("Fiscal 1999"). The Board of Directors acted by unanimous written
consent on seven occasions during Fiscal 1999.
DIRECTORS' COMPENSATION
Directors who are employees of the Company receive no compensation for
serving on the Board of Directors. Directors who are not employees of the
Company will receive a retainer fee of $1,000 per meeting attended. All
directors are reimbursed for reasonable expenses incurred in connection with
attendance at board or committee meetings. Eligible non-employee directors will
participate in the Company's 1996 Non-Employee Directors Stock Option Plan (the
"Directors Plan") which provides for certain automatic grants of options to
non-employee directors. Under the Directors Plan, each eligible non-employee
director who has been elected or who is continuing to serve on the Board of
Directors will receive an option to purchase an additional 500 shares of Common
Stock on each anniversary of joining the Board. As of July 28, 1999, no options
are outstanding under the Directors Plan.
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<PAGE>
MANAGEMENT
The following table sets forth certain information concerning the executive
officers of the Company:
Name Age Position
- ---- --- --------
Gershon N. Cooper 50 Chairman of the Board, Chief Executive
Officer and President
John M. Burris 52 Vice President, Chief Financial Officer
and Director
Matthew F. Jodziewicz 50 Vice President of Technology and Legal
Affairs, Secretary and Director
Background information on Messrs. Cooper, Burris and Jodziewicz is set forth
under "Directors" above.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation for each of the last three years
of the Chief Executive Officer and each of the most highly compensated executive
officers (the "Named Executive Officers") who earned over $100,000 during the
fiscal year ended Fiscal 1999.
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<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation Long Term
------------------- ---------
Compensation
------------
- -------------------------------------------------------------------------------------------------------------
Name and Principal Other Securities
Positions Annual Underlying All Other
Fiscal Salary Bonus Compensation Options/SARs Compensation
Year ($) ($) ($) (#) ($)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gershon N. Cooper 1999 330,000 (1) -0- 41,376 (2) -0- -0-
President and Chief 1998 330,000 (1) -0- 28,157 (3) -0- -0-
Executive Officer 1997 95,817 (1) -0- 20,629 (4) -0- -0-
John M. Burris 1999 150,271 -0- 1,750 -0- 250 (6)
Vice President and 1998 160,386 -0- 4,200 -0- 250 (6)
Chief Financial 1997 88,800 -0- 1,400 30,000 (5) -0-
Officer
Matthew F. 1999 120,694 -0- -0- -0- 250 (6)
Jodziewicz 1998 120,000 -0- -0- -0- 250 (6)
Vice President 1997 120,000 -0- -0- 15,000 (5) 250 (6)
Technology and
Legal Affairs and
Secretary
</TABLE>
(1) In December, 1996, Mr. Cooper entered into an Employment Agreement with the
Company which set his annual salary at $330,000 per year.
(2) Of this amount, $29,376 represents a below market interest differential on
loans by the Company to Mr. Cooper, and $12,000 represents an automobile
allowance.
(3) Of this amount, $16,157 represents a below market interest differential on
loans by the Company to Mr. Cooper, and $12,000 represents an automobile
allowance.
(4) Of this amount, $15,023 represents a below market interest differential on
loans by the Company to Mr. Cooper, and $5,606 represents an automobile
allowance.
(5) These stock options were granted to Messrs. Burris and Jodziewicz pursuant
to the terms of the Company's 1996 Stock Plan, as discussed below.
(6) Such amount was paid by the Company to the indicated Named Executive
Officer pursuant to the terms of the Company's Profit Sharing 401(k)
Savings Plan, as discussed below.
Page 6 of 19
<PAGE>
EXECUTIVE EMPLOYMENT AND SEPARATION AGREEMENTS
Mr. Cooper entered into an employment agreement with the Company in
December 1996 pursuant to which Mr. Cooper agreed to continue to serve as the
Company's Chief Executive Officer and President. The agreement has a term of
three years and contains a non-competition provision effective through the term
of employment and for an additional three years from the end of such term.
Pursuant to the agreement with Mr. Cooper, the Company will pay to Mr. Cooper a
base salary of $330,000 per year (subject to increase, but not decrease, by the
Board of Directors), an auto allowance of $1,000 per month and, at the
discretion of the Board of Directors, a bonus. In addition, Mr. Cooper will also
be entitled to certain fringe benefits. Commencing on the expiration of the term
of the employment agreement, or earlier should the employment agreement be
terminated prior to the end of the term, the Company and Mr. Cooper will enter
into a three-year consulting agreement under which he will render certain
consulting services for which the Company will pay an annual consulting fee of
$250,000 per year. If Mr. Cooper is terminated other than for cause, death or
disability, the Company will continue to pay Mr. Cooper an amount equal to his
base salary then in effect for the remaining term of the agreement.
STOCK PLANS
1996 STOCK PLAN. The 1996 Stock Plan was adopted by the Board of Directors
and ratified by the Company's then-existing sole shareholder in December
1996.The total number of shares of Common Stock subject to issuance under the
1996 Stock Plan is 2,000,000 shares, subject to adjustments as provided in the
1996 Stock Plan. The 1996 Stock Plan provides for the grant of stock options
(including incentive stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, and non-qualified stock options), stock
appreciation rights ("SARs") and other stock awards (including restricted stock
awards and stock bonuses) to employees of the Company or its affiliates or any
consultant or advisor engaged by the Company who renders bona fide services to
the Company or the Company's affiliates in connection with its business;
provided, that such services are not in connection with the offer or sale of
securities in a capital raising transaction.
The 1996 Stock Plan is administered by the Company's Board of Directors
or, when and if formed, the Compensation Committee of the Board of Directors
(the "Committee"). Stock options may be granted by the Board of Directors or
Committee on such terms, including vesting and payment forms, as it deems
appropriate in its discretion; provided, that no option maybe exercised later
than ten years after its grant, and the purchase price for incentive stock
options and non-qualified stock options shall not be less than 100% and 85%,
respectively, of the fair market value of the Common Stock at the time of grant.
SARs may be granted by the Board of Directors or Committee on such terms,
including payment forms, as the Board of Directors or Committee deems
appropriate; provided, that a SAR granted in connection with a stock option
shall become exercisable and lapse according to the same vesting schedule and
lapse rules established for the stock option (which shall not exceed ten years
from the date of grant). A SAR shall not be exercisable during the first six
months of its term and only when the fair market value of the underlying Common
Stock exceeds the SAR's exercise price and is exercisable subject to any other
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<PAGE>
conditions on exercise imposed by the Board of Directors or the Committee. In
the event of a change in control of the issuer, the Board of Directors or the
Committee retains the discretion to accelerate the vesting of stock options and
SARs and to remove restrictions on transfer of restricted stock awards. Unless
terminated by the Board of Directors, the 1996 Stock Plan continues until
December 2006.
During the fiscal year ended March 31, 1999, no stock options or stock
appreciation rights were granted to, and no stock options previously granted
were exercised by, any Named Executive Officers. The following table sets forth
as of March 31, 1999, information as to the number of unexercised stock options
(none of which are in-the-monetary options) held by certain Named Executive
Officers.
Page 8 of 19
<PAGE>
AGGREGATED FISCAL YEAR-END OPTION VALUES
- --------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised
Stock Options at March 31, 1999
(#)
Name Exerciseable/Unexercisable
- ---- --------------------------
- --------------------------------------------------------------------------------
John M. Burris 15,000/15,000
- --------------------------------------------------------------------------------
Matthew F. Jodziewicz 7,500/7,500
- --------------------------------------------------------------------------------
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN. The Company's 1996 Non-Employee
Directors Stock Option Plan (previously defined as the "Directors Plan") was
adopted by the Board of Directors and ratified by the Company's then-existing
sole shareholder in December 1996. A total of 100,000 shares are available for
grant under the Directors Plan. The Directors Plan provides for the automatic
grant to each of the Company's non-employee directors of (i) an option to
purchase 5,000 shares of Common Stock on the date of such director's initial
election or appointment to the Board of Directors (the "Initial Grant") and (ii)
an option to purchase 500 shares of Common Stock on each anniversary thereof on
which the director remains on the Board of Directors (the "Annual Grant"). The
options will have an exercise price of 100% of the fair market value of the
Common Stock on the date of grant and have a ten-year term. Initial Grants
become exercisable in two equal annual installments commencing on the first
anniversary of the date of grant thereof and Annual Grants become fully
exercisable beginning on the first anniversary of the date of grant. Both
Initial and Annual Grants are subject to acceleration in the event of certain
corporate transactions. Any options which are vested at the time the optionee
ceases to be a director shall be exercisable for one year thereafter; provided,
that options which are vested on the date the optionee ceased to be a director
due to death or disability generally remain exercisable for five years
thereafter. Options which are not vested automatically terminate in the event
the optionee ceases to be a director of the Company. If the Company is a party
to a transaction involving a sale of substantially all of its assets, a merger
or consolidation, all then outstanding options under the Directors Plan may be
canceled. However, during the 30 day period preceding the effective date of such
transaction, all partly or wholly unexercised options will be exercisable,
including those not yet exercisable pursuant to the vesting schedule.
PROFIT SHARING PLAN
The Company has a defined contribution Profit Sharing 401(k) Savings
Plan (the "401(k) Plan") which covers substantially all of its employees. The
401(k)Plan became effective on January 1, 1992. Under the terms of the 401(k)
Plan, employees can elect to contribute to the Plan, by salary reduction, up to
15% of their compensation, subject to certain Internal Revenue Service ("IRS")
Page 9 of 19
<PAGE>
limitations then in effect. Additionally, the Company can, at its discretion,
match 100% of the voluntary contributions, subject to applicable IRS
limitations. The Company has received a determination letter from the IRS
indicating that the 401(k) Plan is qualified within the terms of the applicable
provisions of the Employee Retirement Income Security Act, as amended.
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION
During Fiscal 1999, compensation decisions were made by the full Board of
Directors or by Mr. Cooper as Chief Executive Officer.
During Fiscal 1999, Mr. Cooper as Chief Executive Officer established base
salaries for the executive officers.
BASE SALARY. During Fiscal 1999, the annual base salaries of the Company's Named
Executive Officers, including the Chief Executive Officer, were at the levels
set forth in the Executive Compensation Summary Compensation Table. The annual
base salary levels were established by the Board based upon a subjective
judgment with respect to appropriate levels of pay in relation to the executive
officers' respective levels of responsibility and, when applicable, as required
by contract.
ANNUAL BONUS. No bonuses were paid out in Fiscal 1999.
EQUITY COMPENSATION. No equity-based compensation was awarded in Fiscal 1999.
CHIEF EXECUTIVE OFFICER'S COMPENSATION. The Chief Executive Officer's
compensation for Fiscal 1999 consisted of a salary of $330,000, as determined by
the Board of Directors, in addition to (a) $12,000 which was paid as an
automobile allowance and (b) $29,376 which represents a below-market interest
differential on loans by the Company to Mr. Cooper. Prior to December, 1996, the
Chief Executive Officer was paid a salary of $15,000 per year with a bonus paid
in March of each year. In December, 1996, the Chief Executive Officer entered
into an Employment Agreement with the Company, and his salary was adjusted in
accordance therewith.
POLICY WITH RESPECT TO INTERNAL REVENUE CODE SECTION 162(M). In 1993, the Code
was amended to add Section 162(m). Section 162(m), and the regulations
thereunder, place a limit of $1,000,000 on the amount of compensation that may
be deducted by the Company in any year with respect to certain of the Company's
most highly compensated officers. Section 162(m) does not, however, disallow a
deduction for qualified "performance-based compensation," the material terms of
which are disclosed to and approved by stockholders. At the present time, the
Company's executive officer compensation levels do not exceed $1,000,000. The
Board of Directors plans to take such actions in the future to minimize the loss
of tax deductions related to compensation as they deem necessary and appropriate
in light of specific compensation objectives.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During its fiscal year ended March 31, 1996, the Company paid personal
expenses on behalf of Mr. Cooper and Ms. Cooper totaling $243,982. Mr. Cooper is
President and Chief Executive Officer of the Company and Ms. Cooper is a member
of the Company's Board of Directors. Such amount was converted to a loan by the
Company to the Coopers which is evidenced by a promissory note which bears
interest at 5.05% per annum. Such loan was originally repayable on March 31,
1997. The Company has extended such loan until March 31, 2001. All principal and
accrued interest is due and payable by the Coopers on such date. At March 31,
1999, the loan balance including accrued interest was $283,482.
From April 1, 1996 to December 4, 1996, the Company paid personal expenses
of the Coopers totaling $280,855. Such amount is evidenced by a promissory note
which bears interest at 5.05% per annum. All principal and accrued interest
under such note is due and payable by the Coopers to the Company on December 1,
1999. At March 31, 1999, the loan balance including accrued interest was
$326,320.
In December 1996, certain shares of Common Stock were issued after
consummation of the merger of North American Energy of Delaware, Inc., with and
into the Company (which merger was consummated on December 20, 1996) in complete
satisfaction of approximately $4,368,130 of indebtedness, including $1,500,000
in trade payables (the "Trade Payables") due Jack D.W. Song, who as of July
28,1999, beneficially owned over 10% of the outstanding Common Stock.
The Trade Payables were originally incurred by the Company to Data-Spec
Taiwan, of which Mr. Song is the controlling shareholder. Subsequently, such
Trade Payables were assigned by Data-Spec Taiwan to Mr. Song. During Fiscal
1999, the Company purchased approximately $3,966,000 of products from Data-Spec
Taiwan. As of June 30, 1999, the Company had total trade payables of
approximately $2,157,600 with Data-Spec Taiwan.
COMPARATIVE PERFORMANCE BY THE COMPANY
The Securities and Exchange Commission requires the Company to present a
chart comparing the cumulative total stockholder return on its Common Stock
during the Company's last fiscal year with the cumulative total stockholder
return during the same period on (1) a broad equity market index and (2)
published industry index or peer group. Although the chart would normally be for
a five-year period, the common stock of the Company began public trading on
December 20, 1996, as successor to North American Energy of Delaware, Inc., and,
accordingly, the following chart commences as of such date. This chart compares
the Company's Common Stock with (1) the S&P 500 Composite Index and (2) the Dow
Jones U.S. Technology Sector Index, and assumes an investment of $100 on
December 20, 1996 in the Company's Common Stock, the stocks comprising the S&P
500 Composite Index and the stocks comprising the Dow Jones U.S. Technology
Sector Index.
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<PAGE>
PERFORMANCE GRAPH
VALUE OF $100 INVESTMENT
Dow Jones U.S.
ORA Electronics, S&P 500 Technology
Inc. Composite Index Sector Index
- --------------------------------------------------------------------------------
12/20/96 $100 $100 $100
3/31/97 $109 $101 $ 97
3/31/98 $ 39 $147 $142
3/31/99 $ 16 $172 $212
- --------------------------------------------------------------------------------
COMPANY PROPOSALS
The following proposals will be submitted for stockholder consideration and
voting at the Annual Meeting:
PROPOSAL 1
ELECTION OF DIRECTORS
The following people are nominated for election as directors to hold office
for a term of one year expiring at the next succeeding Annual Meeting:
Gershon N. Cooper
John M. Burris
Matthew F. Jodziewicz
Ruth Cooper
The nominees listed above are current members of the Board of Directors. All
proxies received by the Board of Directors will be voted for the nominees if no
directions to the contrary are given. In the event that any nominee is unable or
declines to serve, an event that is not anticipated, the proxies will be voted
for the election of a nominee designated by the Board of Directors, or if none
are so designated, will be voted according to the judgment of the person or
persons voting the proxy. The Company's Bylaws fix the number of directors at
five; accordingly, there will be one vacancy. Management is currently
considering various candidates to fill this vacancy but has not identified a
suitable candidate at this time. Proxies cannot be voted for a greater number of
persons than the number of nominees named.
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<PAGE>
VOTE REQUIRED
If applicable, the four nominees receiving the highest number of affirmative
votes of the shares entitled to be voted shall be elected as directors. Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum for the transaction of business, but have no other legal
effect.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEES.
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<PAGE>
PROPOSAL 2
RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
The Company's Board of Directors has selected Richard & Hedrick ("R&H") as
the Company's independent accountants for the fiscal year ending March 31,
2000. Although the appointment of R&H is not required to be submitted to a vote
of the stockholders, the Board of Directors believes it appropriate as a matter
of policy to request that the stockholders ratify the appointment for the
current fiscal year. In the event a majority of the votes cast at the meeting
are not voted in favor of the appointment, the Board of Directors will
reconsider its selection. Proxies solicited by the Board will be voted in favor
of the appointment unless stockholders specify otherwise in such proxies.
The Company's financial statements for the fiscal years ended March
31,1999, March 31, 1998 and March 31, 1997 were audited by R&H.
A representative of R&H is expected to be present at the Annual Meeting
and will have an opportunity to make a statement if he or she so desires. The
representative will also be available to respond to appropriate questions from
the stockholders.
VOTE REQUIRED
The affirmative vote of the majority of the shares of Common Stock voting
at the Annual Meeting is required to ratify the selection of Richard & Hedrick
as independent accountants.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" PROPOSAL 2.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------
The following table sets forth information as of July 28, 1999, with
respect to Common Stock of the Company owned by (i) each person known by the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock, (ii) each director of the Company, (iii) each Named Executive Officer,
and (iv) all directors and executive officers of the Company as a group. Except
as noted below, and subject to applicable community property and similar laws,
each stockholder has sole voting and investment powers with respect to the
shares shown.
Number of Shares Percent of Shares
Name of Common Stock Of Common Stock
- ---- --------------- ---------------
The Cooper Family Trust (1)(2) 5,000,000 72.4%
Gershon N. Cooper (1)(3) 5,000,000 72.4%
John M. Burris (1) 0 0
Matthew F. Jodziewicz (1) 0 0
Ruth Cooper (1) (3) 5,000,000 72.4%
Jack D.W. Song (4) 1,173,626 17.0%
All directors and 5,000,000 72.4%
executive officers
as a group (4 persons)
- ------------------
(1) The mailing address of such person is c/o ORA Electronics, Inc.,
9410 Owensmouth Ave., Chatsworth, California 91311.
(2) The shares held by the Cooper Family Trust are deemed beneficially owned by
Gershon N. Cooper and Ruth Cooper, who have shared voting and investment
power.
(3) All shares held by this person are held of record by the Cooper Family
Trust.
(4) The mailing address of such person is 6F #219 Chingshan South Section 2,
Taipei, Taiwan, ROC.
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<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers, directors and persons who own more than
ten percent of the Company's Common Stock to file with the Securities and
Exchange commission initial reports of ownership and reports of changes in
ownership of the Common Stock of the Company. To the Company's knowledge and
except as previously disclosed, based solely on its review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, the Company believes that all of its officers and
directors and greater than ten percent beneficial owners complied with all
Section 16(a) filing requirements applicable to them with respect to
transactions during Fiscal 1999.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Pursuant to the Company's Bylaws, no business proposal will be considered
properly brought before the next annual meeting by a stockholder, and no
nomination for the election of directors will be considered properly made at the
next annual meeting by a stockholder, unless notice thereof, which contains
certain information required by the Bylaws, is provided to the Company no later
than 60 days nor more than 90 days prior to the next annual meeting, provided,
however, that, in the event that less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.
Any stockholder intending to submit to the Company a proposal for
inclusion in the Company's Proxy Statement and proxy for the 2000 Annual Meeting
must submit such proposal so that it is received by the Company no later than
March 31, 2000. Stockholder proposals should be submitted to the Secretary of
the Company. No stockholder proposals were received for inclusion in this proxy
statement.
OTHER MATTERS
While the Notice of Annual Meeting of Stockholders calls for the
transaction of such other business as may properly come before the meeting, the
Board of Directors has no knowledge of any matters to be presented for action by
the stockholders other than as set forth above. The enclosed proxy gives
discretionary authority to the Board of Directors, however, to consider any
additional matters that may be presented.
Page 16 of 19
<PAGE>
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report for Fiscal 1999 is being mailed to
stockholders together with this Proxy Statement
STOCKHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
By Order of the Board of Directors
/s/ Matthew F. Jodziewicz
-----------------------------------
Matthew F. Jodziewicz,
Secretary
Chatsworth, California
August 23, 1999
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ATTACHMENT A
ORA ELECTRONICS, INC.
Annual Meeting of Shareholders - September 21, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of ORA Electronics, Inc. (the "Company"), hereby
appoints Gershon N. Cooper as the nominee of the undersigned to amend and to act
for and on behalf of the undersigned at the annual meeting of shareholders of
the Company to be held on September 21, 1999 at 10:00 a.m. Pacific Daylight Time
(for holders of shares as of August 2, 1999), and at any adjournment or
adjournments thereof, to the same extent and with the same power as if the
undersigned were personally present at said meeting or such adjournment or
adjournments thereof and, without limiting the generality of the power hereby
conferred, the nominees named above are specifically directed to vote as
indicated below.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
vote for each nominee
listed below
Gershon N. Cooper, John M. Burris, Matthew F. Jodziewicz, Ruth Cooper
(INSTRUCTION: To withhold authority to vote for any nominee write names
of such nominee(s) below).
- --------------------------------------------------------------------------------
2. PROPOSAL BY ORA ELECTRONICS, INC. TO RATIFY THE APPOINTMENT OF RICHARD &
HEDRICK AS THE COMPANY'S INDEPENDENT CERTIFYING ACCOUNTANTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
- --------------------------------------------------------------------------------
(PLEASE SIGN AND DATE ON REVERSE SIDE)
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This proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. WHEN NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED
FOR THE NOMINEES AND PROPOSALS LISTED ABOVE. The undersigned hereby appoints the
proxy holders to vote as designated on this proxy, and in their discretion, to
vote upon such other business as may properly come before the meeting or any
adjournment thereof.
Dated: _____________, 1999
----------------------------
Signature
----------------------------
Signature if held jointly
Please sign and date exactly as
name(s) appear(s) hereon. When
shares are held by joint tenants,
both should sign. When signing as
attorney, as executor, administrator,
trustee or guardian, please give
full title as such. If a
corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign as
partnership name by authorized
person.
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