SCHEDULE 14A
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:
[ ] 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
DATAMARINE INTERNATIONAL, INC.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date Filed:
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DATAMARINE INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 6, 2000
To the Shareholders:
The Annual Meeting of the Shareholders (the "Meeting") of DATAMARINE
INTERNATIONAL, INC. (the "Company") will be held on Tuesday, June 6, 2000 at
10:00 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 approve the adoption of the Datamarine International, Inc. 2000
Employee Stock Purchase Plan.
2. To ratify the selection by the Board of Directors of Grant
Thornton LLP as the Company's independent auditors for 2000.
3. 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 April 21,
2000 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. You may also vote by telephone or Internet as described on the proxy
card.
By order of the Board of Directors,
/s/ David C. Thompson
David C. Thompson
President, CEO and Secretary
Mountlake Terrace, Washington
May 2, 2000
A copy of the Annual Report of Datamarine International, Inc. for the year
ended October 2, 1999 is being mailed with this Proxy Statement.
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 June 6, 2000, 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 (425) 771-2182. The approximate date on which
this Proxy Statement and form of proxy are first being sent to shareholders
is on or about May 8, 2000.
What is the purpose of the meeting?
At the Company's Meeting, shareholders will act upon matters outlined
in the accompanying notice of meeting, including the approval of the 2000
Employee Stock Purchase Plan and the ratification of the selection of
independent auditors. In addition, the Company's management will report on
the performance of the Company during fiscal 1999 and respond to questions
from shareholders.
Who is entitled to vote?
Only shareholders of record at the close of business on the record
date, April 21, 2000, are entitled to receive notice of the Meeting and to
vote the shares of Common Stock they held on that date at the Meeting, or
any postponement or adjournment of the Meeting. Each outstanding share
entitles its holder to cast one vote on each matter to be voted upon.
What constitutes a quorum?
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. As of the record date, the Company had outstanding
and entitled to vote 1,707,282 shares of Common Stock with a par value of
$.01 per share. Proxies received but marked as abstentions and broker non-
votes will be included in the calculation of the number of shares considered
present at the meeting.
How do I vote?
If the enclosed proxy is properly executed and returned, it will be
voted in the manner directed by the shareholder. If you are a registered
shareholder and attend the Meeting, you may deliver you completed proxy card
in person. "Street name" shareholders who wish to vote at the Meeting will
need to obtain a proxy form from the institution that holds their shares.
What are the Board's recommendations?
Unless you give other instructions on your proxy card, the persons
named as proxy holders on the proxy card will vote in accordance with the
recommendations of the Board of Directors. The Board's recommendation is set
forth together with the description of each item in this proxy statement. In
summary, the Board recommends a vote:
* to approve the adoption of the Datamarine International, Inc. 2000
Employee Stock Purchase Plan; and
* to ratify the selection by the Board of Directors of Grant Thornton
LLP as the Company's independent auditors for 2000
With respect to any other matter that properly comes before the
Meeting, the proxy holders will vote as recommended by the Board of
Directors or, if no recommendation is given, in their own discretion.
Can I change my vote after I return my proxy card?
Yes. 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.
What vote is required to approve each item?
Adoption of the Employee Stock Purchase Plan. A majority of the votes
properly cast by or on behalf of the holders of all classes and series of
the Company's outstanding capital stock, voting as a single class, is
required to approve the 2000 Employee Stock Purchase Plan. Any action other
than a vote for the proposal, including broker non-votes, will have the
effect of a vote withheld with respect to the proposal.
Ratification of Selection of Independent Auditors. A majority of the
votes properly cast by or on behalf of the holders of all classes and series
of the Company's outstanding capital stock, voting as a single class, is
required to approve the selection of Grant Thornton LLP as the Company's
independent auditors for 2000. Any action other than a vote for the
proposal, including broker non-votes, will have the effect of a vote
withheld with respect to the proposal.
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.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Pursuant to the Articles of Incorporation 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
two members. Peter Brown resigned as a director as of December 31, 1999 and
his successor has not yet been nominated. Since Mr. Brown was the only
director serving for a term ending in 2000, no director is standing for
election at the Meeting. A nominee would normally be elected to serve for a
term of three years commencing on the date of the Meeting and continuing
until his or her successor is duly elected and qualified or until he sooner
dies, resigns or is removed.
Certain information as of April 21, 2000 regarding 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.
Serving for a term ending in 2001:
<TABLE>
<CAPTION>
Director Position with Company or Principal
Name Age Since Occupation During the Past Five Years
- ---- --- -------- -------------------------------------
<S> <C> <C> <C>
David C. Thompson 70 1987 President and CEO of the Company since October 1997.
Secretary and Treasurer of the Company since March 1996.
Principal Financial and Accounting Officer of the Company
from 1995 to October 1997. President and CEO of SEA
Inc., a wholly owned subsidiary of the Company. Previously
President and CEO of Stephens Engineering Associates,
Inc., which was acquired by the Company in 1986.
<CAPTION>
Serving for a term ending in 2002:
Stephen W. Frankel 54 1997 Since 1996, self-employed private investor. From 1988
through 1995, served in various capacities including
President, COO, Chairman and CEO of RETIX, a
manufacturer of networking products.
</TABLE>
During fiscal 1999 there were three 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. During fiscal 1999 members of the Audit
Committee were Peter D. Brown and Stephen W. Frankel. During fiscal 1999
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. During fiscal 1999 the members of the Management Development
Committee/Stock Option Committee were Stephen W. Frankel and Peter D. Brown.
During fiscal 1999 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. During fiscal
1999 the members of the Strategic Planning & Acquisitions Committee were
Peter D. Brown and Stephen W. Frankel. During fiscal 1999 there were no
meetings of the Strategic Planning & Acquisitions Committee.
Compensation of Directors
How are directors compensated?
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
Who are the largest owners of the Company's stock? How much stock do the
Company's directors and officers own?
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 April
21, 2000 (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 309,639(2) 18.1%
PO Box 2692
Palm Beach FL 33480
Common Stock Ogdoad LLC 194,894(3) 11.3%
PO Box 1429
Pauma Valley CA 92061
Common Stock David C. Thompson, President and Director 223,201(4) 12.6%
7030 - 220th Street S.W.
Mountlake Terrace WA 98043
Common Stock Alta Subordinated Debt Partners III 196,785(5) 10.3%
One Post Office Square, Suite 3800
Boston MA 02109
Common Stock Stephen W. Frankel, Director 137,096(6) 8.0%
909 Via Mirada
Palos Verdes Estates CA 90274
Common Stock Jan Kallshian, Chief Financial Officer 53,249(7) 3.1%
7030 - 220th Street S.W.
Mountlake Terrace WA 98043
Common Stock All Directors and Executive Officers as a 413,546 23.0%
group (3 persons)
<FN>
<F1> Includes common shares which may be acquired upon exercise of options
to purchase shares from the Company exercisable on or within 60 days
of April 21, 2000.
<F2> Represents 169,937 shares held of record, 8,000 shares subject to
presently exercisable stock options, 21,050 shares held in trust for
Mr. Brown's minor child, 18,564 shares held by a Retirement Plan Trust
for Mr. Brown, and 92,088 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 18,564 shares held by
his Retirement Plan Trust.
<F3> Represents 179,854 shares held of record and 15,040 shares subject to
presently exercisable Common Stock warrants. The General Manager of
Ogdoad LLC is the father-in-law of Mr. Kallshian, the Company's Chief
Financial Officer. Mr. Kallshian disclaims beneficial ownership of all
such shares.
<F4> Represents 60,471 shares held of record, 44,632 shares subject to
presently exercisable stock options, 26,010 shares subject to
presently exercisable Common Stock warrants, and 92,088 shares held in
trust for the Company's Employee Investment Plan for which Mr.
Thompson serves as a co-trustee.
<F5> Represents common shares obtainable upon conversion of a subordinated
convertible debenture into Preferred Stock which in turn is
convertible into Common Stock.
<F6> Represents 121,076 shares held of record, 6,000 shares subject to
presently exercisable stock options and 10,020 shares subject to
presently exercisable Common Stock warrants.
<F7> Represents 46,569 shares held of record and 6,680 shares subject to
presently exercisable Common Stock warrants.
</FN>
</TABLE>
EXECUTIVE OFFICERS
The names of the executive officers of the Company, their positions
and offices with the Company, and their ages are set forth below.
<TABLE>
<CAPTION>
Name Age Office
<S> <C> <C>
David C. Thompson 70 President and Chief Executive Officer
Jan Kallshian 45 Chief Financial Officer
</TABLE>
David C. Thompson was named President and CEO of the Company in
October 1997. Mr. Thompson has been Secretary and Treasurer of the Company
since March 1996, and served as the Company's Principal Financial and
Accounting Officer from 1995 to October 1997. Mr. Thompson is also President
and CEO of SEA Inc., a wholly owned subsidiary of the Company. Mr. Thompson
was previously President and CEO of Stephens Engineering Associates, Inc.,
which was acquired by the Company in 1986.
Jan Kallshian was named Chief Financial Officer of the Company in
October 1997. Since April 1995 Mr. Kallshian has served as a consultant to
the Company which included performing the duties of the Chief Financial
Officer. Mr. Kallshian has over 17 years experience in the high technology
manufacturing industry and has held positions in finance and general
management. Mr. Kallshian is a CPA and was previously with the accounting
firm of Coopers & Lybrand.
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 October 2, 1999, October 3, 1998 and
September 27, 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Other Awards
Name and Annual Compensation Annual ------------ All Other
Principal --------------------- Compensa- Stock Compensa-
Position(s) Year Salary($) Bonus($) tion($)(1) Options(#) tion($)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David C. Thompson 1999 116,991 - - - 9,943(2)
President and Chief 1998 115,608 - - - 3,408(2)
Executive Officer 1997 113,329 - - - 3,283(2)
Jan Kallshian, 1999 110,923 - - - -
Chief Financial 1998 109,070 - - - -
Officer 1997 78,790 - - - -
<FN>
- --------------------
<F1> 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 $50,000.
<F2> Represents amounts contributed by the Company under its 401(k) Plan.
</FN>
</TABLE>
Option Grants in Last Fiscal Year
The following table sets forth certain information regarding the
grants of stock options to each of the Named Executive Officers during the
fiscal year ended October 2, 1999.
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options
Underlying Granted to Exercise or Market
Options Granted Employees in Base Price Price at Date Expiration
Name (#) Fiscal Year ($/Sh) of Grant Date
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
None
</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 October 2, 1999, and
the value of unexercised options held by the Named Executive Officers on
October 2, 1999.
<TABLE>
<CAPTION>
Number of Shares Underlying
Shares Unexercised Options at Value of Unexercised Options
Acquired October 2, 1999 (#) at October 2, 1999($)(1)
On Value ---------------------------- ----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David C. Thompson None None 44,632 - 6,870 -
<FN>
- --------------------
<F1> Value of unexercised options represents the difference between the
exercise prices of the stock options and the closing price ($2.187 per
share) of the Company's Common Stock on the OTC:BB on October 1, 1999,
the last trading day of the Company's fiscal year. Only in-the-money
options are considered in the calculation.
</FN>
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 1999, the Company paid interest of $36,901 on a
subordinated loan of $344,697 made by Mr. Thompson to the Company. In
connection with the same loan, Mr. Thompson was also granted warrants to
purchase 21,880 shares of the Company's Common Stock.
During fiscal 1999, the Company paid interest of $2,500 to members of
Mr. Kallshian's family (as defined by SEC rules) on a subordinated loan of
$200,000. Warrants to purchase 1,680 shares of the Company's Common Stock
were granted in return for extending the maturity date. During 1999 the note
holder exercised their right to convert the loan balance and accrued
interest into 178,381 shares of the Company's Common Stock.
ITEM 1
ADOPTION OF THE DATAMARINE INTERNATIONAL, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
In 1981, Datamarine shareholders first approved the 1980 Employee
Stock Purchase Plan. Subsequently, shareholders have approved additional,
consecutive renewals of the original stock purchase plan. The purpose of the
2000 Employee Stock Purchase Plan is to provide employees of the Company the
opportunity to acquire a proprietary interest in the Company by providing
favorable terms for them to purchase its stock.
The Board of Directors believes that the availability of equity
interests is significant in the Company's ability to attract, retain and
motivate employees who are critical to the Company's long-term success, and
that the adoption of the 2000 Employee Stock Purchase Plan will further the
goal of providing employees with incentives to serve the Company. On March
30, 2000 the Board of Directors approved, and is proposing for shareholder
approval, the adoption of the Datamarine International, Inc. 2000 Employee
Stock Purchase Plan (the "Plan").
The following summary describes features of the Plan. This summary is
qualified in its entirety by reference to the specific provisions of the
Plan, the full text of which is set forth as Appendix A.
If approved by shareholders, the Plan will become effective October 1,
2000, and 100,000 shares of authorized common stock ($0.01 par value) will
be reserved for issuance under the Plan. The 1980 Plan would be superseded
and no additional shares would be issued thereunder after October 1, 2000.
Unless the Plan is earlier terminated by the Board of Directors, it will
continue until all of the shares available under the Plan have been
exhausted.
The Plan will permit employees to purchase Datamarine common stock
through payroll deductions during consecutive semiannual offerings beginning
October 1, 2000.
Each Offering Period (the "Offering Period") under the Plan shall be
six months in duration. The purchase price employees pay will be the lesser
of 85% of the average market price for the five business days immediately
preceding the first or last day of the Offering Period. Employees will be
required to be enrolled in the Plan prior to an Offering Period in order to
participate in that Offering Period. Plan enrollments or re-enrollments
during an Offering Period will be effective as of the first day of the next
Offering Period. An employee may decrease, but may not increase, his or her
payroll deduction during an Offering Period. Employees enrolled in the 1980
Plan on the last day of that Plan will not be required to re-enroll. If the
employee does not change the rate of payroll deductions, the rate of payroll
deductions shall continue at the originally elected rate throughout the
Offering Period and future Offering Periods.
Eligible employees on each offering date will be able to purchase full
shares through payroll deductions of up to10% of compensation, but in no
event shall the fair market value of the shares purchased under the Plan by
an employee, as measured as of the first day of each applicable Offering
Period, exceed $25,000 in any calendar year. Shares for the Plan may be
sourced from shares purchased in the open market, treasury shares or
authorized and unissued shares. Eligibility will be extended to all regular
and certain other employees of the Company, as defined in the Plan.
For U.S. federal income tax purposes, an employee does not realize
income at the time of entry into the Plan or purchase of a share. If no
disposition of the stock is made within two years from the first day of an
Offering Period, or one year from the date the share is purchased by the
employee, upon subsequent disposition of the stock, ordinary income will be
realized to the extent of the lesser of (1) 15% of the average market value
on the first business day of the Offering Period, or (2) the amount by which
the net proceeds of the sale exceed the price paid. Any further gain will be
treated as capital gain. No income tax deduction will be allowed the Company
for shares purchased by the employee, provided such shares are held for the
periods described above. If the shares are disposed of within the periods
described above, the employee will recognize ordinary income for the taxable
year of the disposition equal to the excess of the fair market value of the
shares on the date of purchase over the price paid. Generally, the Company
will be entitled to a deduction equal to the amount of ordinary income
recognized by the employee.
The Plan may be administered by the Board of Directors or, in its
discretion, by a committee comprised of senior management. The Plan may be
amended by the Board of Directors but may not be amended, without prior
shareholder approval, to increase the number of shares or to reduce the
purchase price per share. The proceeds of the sale of stock and of
administrative fees received under the Plan will constitute general funds of
the Company and may be used by it for any purpose. The Plan provides for
proportionate adjustments to reflect stock splits, stock dividends, or other
changes in the capital stock.
On March 31, 2000, the Company's common stock closed at $0.75 on the
OTC:BB.
Required Vote
A majority of the votes properly cast by or on behalf of the holders
of all classes and series of the Company's outstanding capital stock, voting
as a single class, is required to approve the 2000 Employee Stock Purchase
Plan
The Board of Directors unanimously recommends a vote FOR this
proposal.
ITEM 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders, the Board of Directors
has selected the firm of Grant Thornton LLP as the Company's independent
auditors for the current year. Grant Thornton LLP has served as the
Company's independent auditors since 1998.
Representatives of Grant Thornton LLP are expected to be present at
the Annual Meeting. They will have the opportunity to make a statement if
they desire to do so and will also be available to respond to appropriate
questions from shareholders.
If the shareholders do not ratify the selection of Grant Thornton LLP
as the Company's independent auditors, the selection of such auditors will
be reconsidered by the Board of Directors.
Required Vote
A majority of the votes properly cast by or on behalf of the holders
of all classes and series of the Company's outstanding capital stock, voting
as a single class, is required to approve the selection of Grant Thornton
LLP as the Company's independent auditors for 2000.
The Board of Directors unanimously recommends a vote FOR this
proposal.
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. 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 upon a review of filings with the Securities and Exchange
Commission and written representations that no other reports were required,
the Company believes that all of the Company's directors and executive
officers complied during fiscal 1999 with the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934.
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 2001 must be
received at the Company's principal executive offices in Mountlake Terrace
on or before October 5, 2000. 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.
OTHER MATTERS
Management knows of no matters to be brought before the meeting other
than the election of 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
May 2, 2000
EXHIBIT A
Datamarine International, Inc. 2000 Employee Stock Purchase Plan
The purpose of this Plan is to provide employees a continued
opportunity to purchase Datamarine International, Inc. stock through
semiannual offerings commencing October 1, 2000. 100,000 shares of
Datamarine stock in the aggregate ($0.01 par value) have been approved for
this purpose.
1. Administration. The Plan shall be administered by the Board of
Directors or, in its discretion, by a committee appointed by the Board of
Directors from members of senior management. The Committee shall have
authority to make rules and regulations for the administration of the Plan;
its interpretations and decisions with regard thereto shall be final and
conclusive.
2. Eligibility. Except as provided below, employees of the
Corporation and of any participating subsidiary who have completed one year
of employment and whose employment is 20 hours or more per week shall be
eligible to participate in the Plan. Eligibility rules may be prescribed by
the Committee from time to time, such rules, however, shall neither permit
nor deny participation in the Plan contrary to the requirements of the
Internal Revenue Code (including, but not limited to, Section 423 (b)(3),
(4), (5), and (8) thereof) and the regulations promulgated thereunder. No
employee may be granted an option if such employee, immediately after the
option is granted, owns 5% or more of the total combined voting power or
value of the stock of the Corporation or any subsidiary. For purposes of the
preceding sentence, the rules of Section 424(d) of the Internal Revenue Code
shall apply in determining the stock ownership of an employee, and stock
that the employee may purchase under outstanding options shall be treated as
stock owned by the employee.
3. Offering Periods. The Corporation shall make semiannual offering
periods to employees to purchase Datamarine stock under this Plan (each, an
"Offering Period"). Each Offering Period shall be six months in duration,
during which (or during such portion thereof as an employee may elect to
participate) the amounts received as compensation by an employee shall
constitute the measure of such of the employee's participation in the
Offering Period as is based on compensation.
4. Purchase of Shares. Each employee participating in the Plan during
any Offering Period shall be granted an option, upon the effective date of
such Offering Period, for as many full shares of Datamarine stock as the
participating employee may elect to purchase with up to 10% of the
compensation received during the specified Offering Period, to be paid by
payroll deductions during such Offering Period. The purchase price for each
share will be the lesser of 85% of the average market price for the five
business days immediately preceding the first or last day of the Offering
Period.
As of the last day of the Offering Period, the account of each
participating employee shall be totaled, and the employee shall be deemed to
have exercised an option to purchase one or more full shares at the then
applicable price; the employee's account shall be charged for the amount of
the purchase; and the ownership of such share or shares shall be
appropriately evidenced on the books of the Corporation. Additional shares
covered by the employee's option shall be purchased in the same manner, as
of the last day of each subsequent Offering Period.
5. Participation. An employee eligible for participation on the
effective date of any Offering Period may participate in such Offering
Period by completing and forwarding a payroll deduction authorization to the
employee's appropriate payroll location in accordance with payroll
procedures established by Datamarine. The form will authorize a regular
payroll deduction from the employee's compensation, and must specify the
first day of the Offering Period in which such deduction is to commence,
which may not be retroactive. The form must be received by the Corporation's
payroll department in accordance with established payroll procedures.
6. Deductions. The Corporation shall maintain payroll deduction
accounts for all participating employees. With respect to any Offering
Period under this Plan, an employee may authorize a payroll deduction of a
whole percentage (up to a maximum of 10%) of the compensation the employee
receives during the Offering Period (or during such portion thereof in which
the employee may elect to participate).
No employee may be granted an option that permits his or her rights to
purchase stock under this Plan, and any other stock purchase plan of the
Corporation and its subsidiaries, to accrue at a rate that exceeds $25,000
of the fair market value of such stock (determined at the effective date of
the applicable Offering Period) for each calendar year in which the option
is outstanding at any time.
7. Deduction Changes. All changes to payroll deductions under the
Plan shall be in accordance with payroll procedures established by
Datamarine. An employee may change his or her payroll deduction, or
terminate participation in the Plan, by filing a new payroll deduction
authorization. Any increase in an employee's payroll deduction will not take
effect sooner than the first payroll period beginning in the next Offering
Period which begins after receipt of the authorization, provided the
employee remains enrolled in the Plan. A decrease in an employee's payroll
deduction or a termination of participation will not take effect sooner than
the next pay period which begins after receipt of the authorization. In no
event will an employee receive interest with respect to payroll deductions,
whether used to purchase stock or returned in cash.
8. Employee Accounts and Certificates. Upon purchase of one or more
full shares by a Plan participant pursuant to Section 4 hereof, the
Corporation shall establish a book entry account in the name of the employee
to reflect the share(s) purchased at that time. Certificates shall be issued
only on request and also when necessary to comply with transaction
requirements outside the United States.
9. Registration of Shares. Shares may be registered only in the name
of the employee, or, if the employee so indicates on the employee's payroll
deduction authorization form, in the employee's name jointly with a member
of the employee's family, with right of survivorship. An employee who is a
resident of a jurisdiction that does not recognize such a joint tenancy may
have shares registered in the employee's name as tenant in common or as
community property with a member of the employee's family, without right of
survivorship.
10. Definitions. The term "Corporation" or "Datamarine" means
Datamarine International, Inc., a Washington corporation.
The term "Datamarine stock" means the common stock of Datamarine
International, Inc.
The term "market price" means the closing price of Datamarine stock on
the OTC:BB or other said exchange on a given day or, if no sales of
Datamarine stock were made on that day, the closing price of Datamarine
stock on the next preceding day on which sales were made on said exchange.
The term "subsidiary" means a subsidiary of the Corporation within the
meaning of Section 424(f) of the Internal Revenue Code and the regulations
promulgated thereunder.
11. Rights as a Shareholder. None of the rights or privileges of a
shareholder of the Corporation shall exist with respect to shares purchased
under this Plan unless and until such shares shall have been appropriately
evidenced on the books of the Corporation.
12. Rights on Retirement, Death, or Termination of Employment. In the
event of a participating employee's retirement, death, or termination of
employment the employee shall be ineligible to continue to participate in
the Plan, and no payroll deduction shall be taken from any pay due and owing
to the employee after the pay period during which the employee became
ineligible.
13. Rights Not Transferable. Rights under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime
only by the employee.
14. Application of Funds and Administrative Fees. All funds received
or held by the Corporation under this Plan may be used for any corporate
purpose. The Committee may impose reasonable administrative fees on
participating employees to defray the administrative costs of the Plan,
which shall in no event exceed the actual administrative costs of the Plan.
Initially, participating employees shall pay no fee.
15. Adjustments in Case of Changes Affecting Datamarine Stock. In the
event of a subdivision of outstanding shares, or the payment of a stock
dividend, the number of shares approved for this Plan shall be increased
proportionately, and such other adjustments shall be made as may be deemed
equitable by the Board of Directors. In the event of any other change
affecting Datamarine stock, such adjustments shall be made as may be deemed
equitable by the Board of Directors to give proper effect to such event.
16. Amendment of the Plan. The Board of Directors may at any time, or
from time to time, amend this Plan in any respect except that without the
approval of a majority of the shares of stock of the Corporation voted at a
meeting duly called, no amendment shall be made (i) increasing the number of
shares approved for this Plan (other than as provided in Section 15 hereof)
or (ii) decreasing the purchase price per share.
17. Termination of the Plan. This Plan and all rights of employees
under any offering hereunder shall terminate:
(a) on the day that participating employees become entitled to
purchase a number of shares equal to or greater than the number of shares
remaining available for purchase. If the number of shares so purchasable is
greater than the shares remaining available, the available shares shall be
allocated by the Committee among such participating employees in such manner
as it deems fair, or
(b) at any time, at the discretion of the Board of Directors.
18. Governmental Regulations. The Corporation's obligation to sell
and deliver Datamarine stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance, or sale of such stock.
19. Plan Shares. Shares for the Plan may be sourced from shares
purchased in the open market treasury shares, or authorized and unissued
shares.
PROXY
DATAMARINE INTERNATIONAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
June 6, 2000
The undersigned hereby appoints Stephen W Frankel and David C.
Thompson, and each of them, with full power of substitution, proxies to
represent the undersigned at the Annual Meeting of the Shareholders of
DATAMARINE INTERNATIONAL, INC. to be held June 6, 2000 at 10:00 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.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
DATAMARINE INTERNATIONAL, INC.
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398
Vote by Telephone Vote by Internet
It's fast, convenient, and immediate! It's fast, convenient and your vote
Call Toll-Free on a Touch-Tone Phone is immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683)
Follow these four easy steps. Follow these four easy steps.
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card Statement/Prospectus and Proxy Card
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www/eproxyvote.com/dmar
3. Enter your 14-digit Vote Control 3. Enter your 14-digit Voter Control
Number located on your Proxy Card Number located on your Proxy Card
above your name. above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
Your vote in important! Your vote in important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/dmar
anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet.
DETACH HERE
[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 proposals 1 and 2 as set forth in the Proxy Statement.
1. To approve the adoption of the Datamarine FOR AGAINST ABSTAIN
International, Inc. 2000 Employee Stock [ ] [ ] [ ]
Purchase Plan.
2. Ratification of Grant Thornton LLP as FOR AGAINST ABSTAIN
independent auditors for 2000. [ ] [ ] [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
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 authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Signature:_______________ Date:______ Signature:_______________ Date:______
