DATAMARINE INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 4, 1997
To the Shareholders:
The Annual Meeting of the Shareholders (the "Meeting") of DATAMARINE
INTERNATIONAL, INC. (the "Company") will be held on February 4, 1997, at 9:30
a.m. at the offices of Davis, Wright, Tremaine, LLP, 26th Floor, 2600 Century
Square, 1501 Fourth Avenue, Seattle, Washington 98101, for the following
purposes:
1. To elect one (1) Director to serve for a term of three years and
until his successor shall be elected and qualified.
2. To consider and act upon any other business which may properly come
before the Meeting and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on December 20,
1996 as the record date for the Meeting. All Shareholders of record on that date
are entitled to notice of and to vote at the Meeting and any adjournments or
postponements thereof.
All shareholders are cordially invited to attend the meeting in person. TO
ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE, using the return envelope
which requires no postage if mailed in the United States.
By Order of the Board of Directors,
DAVID C. THOMPSON,
Secretary
Mountlake Terrace, Washington
January 13, 1997
A copy of the Annual Report of Datamarine International, Inc. for the year
ended September 28, 1996 is enclosed herewith.
DATAMARINE INTERNATIONAL, INC.
PROXY STATEMENT
This statement is furnished to shareholders of Datamarine International,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be used at the Annual Meeting of shareholders of the
Company (the "Meeting") to be held on February 4, 1997, at the time and place
set forth in the Notice of the Meeting, and at any adjournments or postponements
thereof. The principal executive offices of the Company are located at 7030 -
220th Street S.W., Mountlake Terrace, Washington, 98043, telephone (206)
771-2182. The approximate date on which this Proxy Statement and form of proxy
are first being sent to shareholders is on or about January 13, 1997.
If the enclosed proxy is properly executed and returned, it will be voted
in the manner directed by the shareholder. If no instructions are specified,
proxies will be voted (i) for the election of the director recommended by the
Board of Directors, and (ii) in accordance with the discretion of the named
proxies on such other business as may properly come before the Meeting. Any
person giving the enclosed form of proxy has the power to revoke it by voting in
person at the Meeting, or by giving written notice of revocation to the
Secretary of the Company at any time before the proxy is exercised.
The holders of a majority in interest of all common stock issued,
outstanding and entitled to vote are required to be present in person or be
represented by proxy at the Meeting in order to constitute a quorum for the
transaction of business. The election of the nominee for director will be
decided by plurality vote. In the election of directors, any action other than a
vote for the nominee, including broker non-votes, will have the effect of a vote
withheld with respect to that nominee.
The Company will bear the costs of this solicitation. It is expected that
the solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra compensation
for their activities) may also solicit proxies by telephone, mail and in person
and arrange for brokerage houses and their custodians, nominees and fiduciaries
to send proxies and proxy material to their principals at the expense of the
Company.
RECORD DATE AND VOTING SECURITIES
Only shareholders of record at the close of business on December 20, 1996
are entitled to vote at the Meeting. On that date the Company had outstanding
and entitled to vote 1,309,786 shares of common stock with a par value of $.01
per share. Each outstanding share entitles the record holder to one vote.
ELECTION OF DIRECTORS
Pursuant to the Articles of Organization of the Company, the Board of
Directors is divided into three classes, with each class as nearly equal in
number as possible. At each annual meeting, one of the classes is elected for a
term of three years. The Company presently has a Board of Directors of four
members. It is proposed that the nominee listed below be elected to serve for a
term of three years commencing on the date of the Meeting and continuing until
his successor is duly elected and qualified or until he sooner dies, resigns or
is removed.
The persons named in the accompanying proxy will vote, unless authority is
withheld, for the election of the nominee named below. If the nominee should
become unavailable for election, which is not anticipated, the persons named in
the accompanying proxy will vote for such substitute as the Board of Directors
may recommend.
Certain information as of December 20, 1996 regarding the nominee and each
director is set forth below, including such individual's age and principal
occupation, a brief account of business experience during at least the last five
years, and directorships held at other publicly-held companies.
Nominated for a term ending in 2000:
<TABLE>
<CAPTION>
Director Position with Company or Principal
Name Age Since Occupation During the Past Five Years
---- --- -------- -------------------------------------
<S> <C> <C> <S>
Peter D. Brown 49 1991 President/CEO of the Company since September,
1991. Chairman of the Board of the Company since
December, 1995. From January, 1990, CEO of the
South Beach Company, a management company. From
1974 through 1990, CEO of Heather Hill Sportswear
Co., an apparel company. Currently, Vice
President and Treasurer of Gordon & Ferguson, a
manufacturer of men's and boy's outerwear. Also
serves as a director of Designer Holdings, Ltd.
Serving for a term ending in 1998:
<CAPTION>
Director Position with Company or Principal
Name Age Since Occupation During the Past Five Years
---- --- -------- -------------------------------------
<S> <S> <C> <S>
David C. Thompson 67 1987 Secretary and Treasurer of the Company since
March 1996. Principal Financial and Accounting
Officer of the Company since 1995. President /CEO
of SEA Inc., a wholly owned subsidiary of the
Company. From October 1989 through February,
1992, Chief Operating Officer, and from June 1990
through December 1990, acting Chief Executive
Officer of the Company. Previously President/CEO
of Stephens Engineering Associates, Inc., which
was acquired by the Company in 1986.
Serving for a term ending in 1999:
<CAPTION>
Director Position with Company or Principal
Name Age Since Occupation During the Past Five Years
---- --- -------- -------------------------------------
<S> <C> <C> <S>
Dale N. Hatfield 58 1995 Since 1994, CEO and Sr. Consultant of Hatfield
Associates, Inc., telecommunications consultants.
From December 1986 to December 1993, President,
Hatfield Associates, Inc. From 1982, Adjunct
Professor, University of Colorado. Also a
director of Pittencrieff Communications, Inc.
Serving for a term ending in 1999:
<CAPTION>
Director Position with Company or Principal
Name Age Since Occupation During the Past Five Years
---- --- -------- -------------------------------------
<S> <C> <C> <S>
Robert F. Benbow 60 1996 Since 1993, Vice President and General Partner of
Burr, Egan, Deleage & Co., venture capital. From
1971 to 1993, Senior Vice President, Bank of New
England N.A.
</TABLE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
During fiscal 1996 there were seven meetings of the Board of Directors of
the Company. All the Directors attended at least 75% of the aggregate of (1) the
total number of meetings of the Board and (2) the total number of the meeting
held by committees of the Board on which they served. The Board of Directors
does not have a nominating committee.
The Company has an Audit Committee which reviews with the Company's
independent auditors the scope of the audit for the year, the results of the
audit when completed and the independent auditor's fees for services performed.
The Audit Committee also recommends independent auditors to the Board of
Directors and reviews with management various matters related to its internal
accounting controls. The present members of the Audit Committee are Peter D.
Brown and Robert F. Benbow. During fiscal 1996 there was one meeting of the
Audit Committee.
The Company has a Management Development Committee/Stock Option Committee
which administers the Company's 1991 Stock Option Plan. The Management
Development Committee/Stock Option Committee is responsible for reviewing and
approving all options granted under the Company's 1991 Stock Option Plan, and
administering, or supervising the administration of the Plan. The present
members of the Management Development Committee/Stock Option Committee are
Robert F. Benbow and Peter D. Brown. During fiscal 1996 there were no meetings
of the Management Development Committee/Stock Option Committee.
The Company has a Strategic Planning & Acquisition Committee. The
Strategic Planning & Acquisitions Committee has such powers and authority as are
consistent with the By-Laws of the Company and as may be delegated to such
Committee from time to time by the Board of Directors. The members of the
Strategic Planning & Acquisitions Committee are Dale N. Hatfield and Robert F.
Benbow. During fiscal 1996 there were no meetings of the Strategic Planning &
Acquisitions Committee.
Compensation of Directors
Each non-employee director of the Company receives a fee of $500 per
quarter plus $400 for each meeting of the Board of Directors attended. In
addition, each non-employee director who serves on a committee of the Board
receives $300 for each committee meeting attended (other than on the day of a
Board meeting). Directors also receive reimbursement for out-of-pocket expenses
relating to attendance at Board or committee meetings. Effective March 1996,
each non-employee director also receives an immediately exercisable option to
purchase 2,000 shares of the Company's common stock as of the date of each of
the annual meetings of the Board of Directors. Such options have a per share
exercise price equal to the fair market value of the Company's common stock at
the time the option is granted.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information regarding the beneficial
ownership (determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of the Company's common stock as of December
20, 1996 (unless otherwise indicated) by (a) each person known by the Company to
beneficially own more than five percent of the outstanding shares of common
stock, (b) each director of the Company who beneficially owns any shares,(c)
each Named Officer (see "Executive Compensation"), and (d) all directors and
officers as a group:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership (1) of Class
- -------------- ------------------- ------------------------ --------
<S> <C> <C> <C>
Common Stock Peter D. Brown 296,371 (2) 22.5%
545 Cedar Lane
Teaneck NJ 07666
Common Stock David C. Thompson 144,387 (3) 10.7%
SEA Inc.
7030 - 220th Street S.W.
Mountlake Terrace WA 98043
Common Stock Steven T. Newby 130,000 (4) 9.9%
6116 Executive Blvd., Ste. 701
Rockville MD 20852
Common Stock Kennedy Capital Management, Inc. 85,451 (5) 6.5%
425 N. New Ballas Rd., Ste. 181
St. Louis MO 63141
Common Stock Dale N. Hatfield 4,000 (6) *
737 29th St., Ste. 200
Boulder CO 80303
Common Stock Robert F. Benbow 4,000 (6) *
One Embarcadero Center, Ste. 4050
San Francisco CA 94111
Common Stock All Directors and Executive Officers 396,874 29.1%
as a group (4 persons)
<FN>
- --------------------
<F1> * Less than 1%
<F2> (1) Includes common shares which may be acquired upon exercise of options to
purchase shares from the Company exercisable on or within 60 days of
December 20, 1996.
<F3> (2) Represents 169,937 shares held of record, 8500 shares subject to presently
exercisable stock options, 21,050 shares held in trust for Mr. Brown's
minor child, 45,000 shares held by a Retirement Plan Trust for Mr. Brown,
and 51,884 shares held in trust for the Company's Employee Investment Plan
for which Mr. Brown serves as a co-trustee. Mr. Brown disclaims beneficial
ownership of the 45,000 shares held by his Retirement Plan Trust.
<F4> (3) Represents 55,121 shares held of record, 37,382 shares subject to
presently exercisable stock options, and 51,884 shares held in trust for
the Company's Employee Investment Plan for which Mr. Thompson serves as a
co-trustee.
<F5> (4) Based solely upon the Schedule 13D filed with the SEC by the beneficial
owner on November 13, 1996.
<F6> (5) Based upon the Schedule 13G filed with the SEC by the beneficial owner on
February 8, 1996 and subsequent communication with the beneficial owner as
of December 20, 1996.
<F7> (6) Represents shares subject to presently exercisable stock options.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by, or
paid to the Company's Chief Executive officer and each of the Company's
executive officers (other than the Chief Executive Officer) who served during
the most recent fiscal year (the "Named Executive Officers") for all services
rendered in all capacities to the Company and its subsidiaries for the Company's
fiscal years ended September 28, 1996, September 30, 1995 and October 1, 1994.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
--------------------------------------------------- ------------
Other All
Name and Principal Annual Stock Other
Position(s) Year Salary($) Bonus($) Compensation($)(1) Options(#) Compensation($)
------------------ ---- --------- -------- ------------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Peter D. Brown 1996 $ - $ - $ 4,300(2) 2,000 $ -
President/CEO Chariman 1995 - - 2,800(2) 1,500 -
of the Board 1994 - - 2,700(2) 1,500 -
David C. Thompson 1996 102,935 - - - 828(3)
President/CEO of 1995 92,657 - - 7,000 -
SEA, Inc. 1994 89,169 - - - 2,156(3)
<FN>
- --------------------
<F1> (1) In accordance with rules of the SEC the Company is not required to report
the value of personal benefits for any year unless the aggregate dollar
value exceeds the lesser of ten percent of the executive officer's salary
and bonus or $50,000.
<F2> (2) Consists of directors fees.
<F3> (3) Represents amounts contributed by the Company under its 401(k) Plan.
</FN>
</TABLE>
Option Grants in Last Fiscal Year
The following table sets forth certain information regarding the grants of
stock options to each of the Named Executive Officers during the fiscal year
ended September 28, 1996.
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options Granted Exercise or Market Price
Underlying Options to Employees in Base Price at Date of Expiration
Name Granted(#) Fiscal Year ($/Sh) Grant Date
---- ------------------ ---------------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Peter D. Brown 2,000(1) 25%(2) $ 9.00 $ 9.00 3/3/2006
<FN>
- --------------------
<F1> (1) Options granted under the 1995 Stock Option Plan for Non-employee
Directors
<F2> (2) Represents 25% of the total shares granted under the 1995 Stock Option
Plan for Non-employee Directors. There were no grants to employees in
fiscal year 1996.
</FN>
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year
End Option Values
The following table sets forth information on option exercises by the
Named Executive Officers during the fiscal year ended September 28, 1996, and
the value of unexercised options held by the Named Executive Officers on
September 28, 1996.
<TABLE>
<CAPTION>
Number of Shares Underlying
Unexercised Options at Value of Unexercised Options
September 28, 1996 (#) at September 28, 1996($) (1)
--------------------------- ----------------------------
Shares Acquired Value
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <S> <C> <C>
Peter D. Brown None None 6,500 - $ 20,390 $ -
David C. Thompson None None 37,382 7,250 231,726 20,750
<FN>
- --------------------
<F1> (1) Value of unexercised options represents the difference between the
exercise prices of the stock options and the closing price ($10.00 per
share) of the Company's common stock in the over-the-counter market on
September 27, 1996, the last trading day of the Company's fiscal year.
Only in-the-money options are considered in the calculation.
</FN>
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand L.L.P., certified
public accountants, to act as independent auditors to examine the consolidated
financial statements of the Company and its subsidiaries for the fiscal year
ended September 27, 1997. A representative of Coopers & Lybrand L.L.P. is
expected to be present at the Meeting and will have the opportunity to make a
statement if he or she so desires and to respond to appropriate questions.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission and the NASDAQ. Officers, directors and greater than ten percent
holders of common stock are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of copies of such forms furnished to the Company,
or written representations from the Company's executive officers and directors,
the Company believes that with respect to fiscal year 1996, all Section 16(a)
filing requirements applicable to its officers, directors and owners of greater
then ten percent of its common stock were made timely, other than one Form 3 was
filed late by each of Dale N. Hatfield and Robert F. Benbow, and one Form 5 was
filed late by each of Peter D. Brown and David C. Thompson.
DEADLINES FOR SUBMISSION OF SHAREHOLDER
PROPOSALS
Under regulations adopted by the Securities and Exchange Commission, any
proposal submitted for inclusion in the Company's Proxy Statement relating to
the Annual Meeting of Shareholders to be held in 1998 must be received at the
Company's principal executive offices in Mountlake Terrace on or before November
4, 1997. Receipt by the Company of any such proposal from a qualified
shareholder in a timely manner will not ensure its inclusion in the proxy
material because there are other requirements in the proxy rules for such
inclusion.
In addition to the Securities and Exchange Commission requirements
regarding shareholder proposals, the Company's By-Laws contain provisions
regarding matters to be brought before shareholder meetings. If shareholder
proposals, including proposals regarding the election of directors, are to be
considered at the 1998 Annual Meeting, notice of them, whether or not they are
included in the Company's proxy statement and form of proxy, must be given by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the Company on or before December 6, 1997.
OTHER MATTERS
Management knows of no matters to be brought before the meeting other than
the election of a director. However, if any other matters properly come before
the Meeting, the persons named in the enclosed proxy will vote in accordance
with their best judgment.
10-K REPORT
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A
COPY OF ITS ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE DIRECTED
TO CHIEF FINANCIAL OFFICER, DATAMARINE INTERNATIONAL, INC., 7030 - 220TH STREET
S.W., MOUNTLAKE TERRACE, WASHINGTON 98043.
By Order of the Board of Directors
DAVID C. THOMPSON,
Secretary
Mountlake Terrace, Washington
January 13, 1997
[PROXY CARD]
DATAMARINE INTERNATIONAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
February 4, 1997
The undersigned hereby appoints Peter D. Brown and David C. Thompson, and
each of them, with full power of substitution, proxies to represent the
undersigned at the Annual Meeting of Shareholders of DATAMARINE INTERNATIONAL,
INC. to be held February 4, 1997 at 9:30 a.m. at the offices of Davis Wright
Tremaine, L.L.P., 2600 Century Square, 1501 Fourth Avenue, Seattle, Washington,
98101 and at any adjournments or postponements thereof, to vote in the name and
place of the undersigned, with all powers which the undersigned would possess if
personally present, all of the shares of DATAMARINE INTERNATIONAL, INC. standing
in the name of the undersigned upon such business as may properly come before
the meeting.
PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
-------------
| SEE REVERSE |
| SIDE |
-------------
[X] Please mark
votes as in
this example.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD
RECOMMENDS AN AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED. SHARES WILL BE VOTED
AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED
FOR THE ELECTION OF THE DIRECTOR AS SET FORTH IN THE PROXY STATEMENT.
1. Election of Director
Nominee: Peter D. Brown
FOR WITHHELD
[ ] [ ]
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] MARK HERE FOR [ ] MARK HERE IF
ADDRESS CHANGE YOU PLAN TO
AND NOTE AT LEFT ATTEND THE MEETING
Please sign exactly as your name(s) appear(s) on the Proxy. 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 President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Signature: --------------------------------- Date ------------------
Signature: --------------------------------- Date ------------------
