UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT RE CHANGE IN MAJORITY
OF DIRECTORS PURSUANT TO RULE 14F-1
UNDER SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-8567
DATAMETRICS CORPORATION
(Exact name of registrant in its charter)
DELAWARE 95-3545701
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
21135 Erwin Street, Woodland Hills, California 91367
(Address of principal executive office, including Zip Code)
Registrant's telephone number - (818) 598-6200
Securities registered under
Section 12(b) of the Exchange Act:
COMMON STOCK, $0.01 PAR VALUE
(Title of each class)
<PAGE>
DATAMETRICS CORPORATION
21135 ERWIN STREET
WOODLAND HILLS, CALIFORNIA 91367
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREOF
NO VOTE OR OTHER ACTION OF THE
COMPANY'S STOCKHOLDERS IS REQUIRED
IN CONNECTION WITH THIS INFORMATION
STATEMENT
This Information Statement is being mailed on or about October 24,
1996 to the holders of shares of Common Stock, par value $0.01 per share (the
"Common Stock"), of Datametrics Corporation, a Delaware corporation (the
"Company"), in connection with the designation of persons (the "Designated
Directors") to the Board of Directors of the Company, other than at a meeting of
stockholders. No action is required by the stockholders of the Company in
connection with the appointment of the Designated Directors.
On October 8, 1996, Richard A. Foster, resigned his position as
Chairman and a member of the Board of Directors of the Company and Dann V.
Angeloff resigned his position as a Director of the Company. The continuing
members of the Board are Sidney E. Wing, W. Allen Surber and Bernard F. Girma
(the "Continuing Directors").
On October 8, 1996, Daniel P. Ginns, Adrien A. Maught, Douglas S.
Friedenberg and James Haber were designated to fill the vacancies in the Board
(Messrs. Ginns, Maught, Friedenberg and Haber are sometimes referred to
collectively as the "Designated Directors"). In addition, Mr. Ginns assumed the
position of Chairman of the Board of Directors.
These actions took place after a meeting (the "October 7, Meeting")
attended by Messrs. Ginns, Maught, Friedenberg and Haber as well as Messrs.
Foster and Angeloff. Also in attendance was John Van Buren, the Senior Vice
President, Chief Financial Officer and Treasurer of the Company. The October 7
Meeting took place after a prior meeting, held on September 27, 1996, at which
Daniel Ginns, Douglas Friedenberg and James Haber met with Sidney E. Wing, the
Chief Executive Officer of the Company. At that meeting it was explained to Mr.
Wing that Messrs. Friedenberg and Haber believed that a new Board of Directors
would provide a fresh perspective as well as new financial and business
resources which would inure greatly to the benefit of all stockholders of the
Company. As part of this strategy to enhance stockholder value, Messrs.
Friedenberg and Haber indicated that they sought Wing's support and
participation in effecting a smooth transition by, among other things, (i)
seeking the resignation of the current Board of Directors of the Company; (ii)
electing new members to the Board of Directors of the Company who enjoy their
support and confidence; and (iii) implementing new business initiatives.
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INFORMATION ABOUT THE DESIGNATED DIRECTORS
The following sets forth certain information regarding each of the
Designated Directors who will serve until the next annual meeting of
stockholders and until their successors are duly elected and qualified.
DOUGLAS S. FRIEDENBERG (45) has been President of Firebird Capital Management
since 1993, managing two hedge funds. This work has included active
participation in corporate restructuring when necessary. He has also written a
regular column for HEDGE FUND REVIEW, an industry publication. In 1991, Mr.
Friedenberg co-founded and became President of Unicorn Capital Management, a
hedge fund manager. From 1983 to 1991, he managed investor portfolios for Morgan
Stanley. He specialized in convertible bonds and other derivative securities.
DANIEL P. GINNS (46) is President of Belmont Capital, Inc., an investment,
management and financial advisory company. He was President of American Bridge
Capital Services Incorporated, a short-term finance investment company, and its
predecessor partnership, American Bridge Finance Limited Partnership from 1985
to 1991. Mr. Ginns also held the position of Senior Vice President of Corporate
Finance of Moseley Securities from 1985 to 1988 and was named head of Corporate
Finance of Moseley Securities in 1987. Prior to his work at Moseley Securities,
Mr. Ginns worked in the corporate finance department of Warburg Paribas Becker,
Inc. from 1980 to 1984 and as a financial advisor to Nissho Iwai Corporation in
Tokyo, Japan from 1978 to 1980.
ADRIEN A. MAUGHT (47) is currently President of the Adrien A. Maught Company, a
consulting firm which has provided production and operations management to
manufacturing, service and industrial companies for the past twenty years. He is
also President and Chief Executive Officer of Park Plaza, Inc. From 1976 to
1980, Mr. Maught was Senior Vice President of OMI, a diversified international
oil field supplies and environmental protection company. Prior to that
experience, he spent several years with Frank B. Hall & Company and Johnson &
Higgins, Inc. in various capacities within the insurance industry.
JAMES HABER (33) is the sole General Partner of Infiniti Investment Fund, L.P.,
an investment partnership founded in 1991. Infiniti Investment Fund, L.P. is
engaged in a wide range of investment activities of publicly traded securities.
Since 1993, Mr. Haber has also served as the Trading Manager of Tendencia
Overseas Fund, Ltd., an investment fund which is engaged in investment
activities similar to those of Infiniti Investment Fund, L.P. From 1985 to 1990,
he was a financial consultant for Merrill Lynch where he was involved in various
trading and financial management positions involving a broad spectrum of
investment vehicles.
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INFORMATION ABOUT CONTINUING DIRECTORS
The following sets forth certain information about each of the
Continuing Directors who will serve until the next annual meeting of
stockholders and until their successors are duly elected and qualified.
SIDNEY E. WING (64) has been President and Chief Executive Officer of the
Company since September 1988. From September 1986 to September 1988, he was
President and Chief Operating Officer of Resdel Engineering in Arcadia,
California. Prior to this time and for more than five years, he was Vice
President of Business Development with Interstate Electronics in Anaheim,
California. Mr. Wing is a director of Hi Sheer Technology Corp.
BERNARD F. GIRMA (49) has been the President and Chief Executive Officer of
Vivid Image Company, a manufacturer of high speed PostScript controllers for the
printing and publishing industry, since 1996. Mr. Girma was a director of
Digital Printing and Imaging Association from 1995 to 1996. Mr. Girma was the
Vice President-Strategic Planning of CalComp, a manufacture of plotters,
printers and digitizers. From 1994 to 1995 Mr. Girma was Vice President and
General Manger of CalComp's printing division.
W. ALLEN SURBER (56) has been a principal of BlueRidge Partners, a technology,
engineering and business management consulting practice since 1994. From 1991 to
1994 he was Senior Vice President and General Manager of the printer solutions
business of Genicom Corporation. From 1986 to 1991 he was Senior Vice President
Engineering and Research and Chief Technical Officer of Dataproduct Corporation.
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<PAGE>
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT OF THE COMPANY
The following table sets forth, as of October 22, 1996, the number
and percentage ownership of the Company's Common Stock by each Continuing
Director, certain executive officers, each of the Designated Directors and by
all officers and directors (including the Designated Directors) of the Company
as a group. To the Company's knowledge, no person or entity owns 5% or more of
the Company's Common Stock. Except as otherwise indicated, and subject to
applicable laws, each of the persons named has sole voting and investment power
with respect to the Common Stock shown as beneficially owned. An asterisk
denotes beneficial ownership of less than 1%. On October 22, 1996, the Company
had 12,264,408 shares of Common Stock outstanding.
AMOUNT AND
NATURE OF PERCENTAGE OF
BENEFICIAL OUTSTANDING
NAME AND ADDRESS(1) OWNERSHIP SHARES
------------------- --------- ----------
CONTINUING DIRECTORS
W. Allen Surber ................................... 2,500(2) *
Sidney E. Wing .................................... 199,745(3) 1.6%
Bernard F. Girma .................................. 0(4) *
EXECUTIVE OFFICERS (excluding those items above)
Harry P. Alteri ................................... 74,473(5) *
Ronald N. Iverson ................................. 63,125(6) *
Carl C. Stella .................................... 58,522(7) *
John J. Van Buren ................................. 110,987(8) *
DESIGNATED DIRECTORS
James Haber ....................................... 469,700(9) 3.8%
609 Fifth Avenue, Suite 912
New York, New York 10017
Douglas S. Friedenberg ............................ 296,942(10) 2.4%
1775 Broadway, Suite 1410
New York, New York 10019
Daniel P. Ginns ................................... 0(11) *
62 Hampton Road
Chatham, New Jersey 07928
Adrien A. Maught .................................. 0(12) *
446 Old Oak Circle
Palm Harbor, Florida 34685
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<PAGE>
AMOUNT AND
NATURE OF PERCENTAGE OF
BENEFICIAL OUTSTANDING
NAME AND ADDRESS(1) OWNERSHIP SHARES
------------------- --------- ----------
All Officers and Directors, including the Designated
Directors as a group (11 persons).................. 1,506,827 11.8%
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(1) Except where otherwise indicated, the address for all persons listed is
c/o the Company, 21135 Erwin Street, Woodland Hills, California 91367.
(2) Includes 2,500 shares subject to non-qualified stock options which are
presently exercisable. Such options have an exercise price of $7.875 and
expire on December 14, 2000. Excludes 22,500 shares subject to
non-qualified stock options which are not presently exercisable. Of such
options, 7,500 have an exercise price of $7.875 and expire on December 14,
2000, and 15,000 have an exercise price of $3.00 and expire on August 6,
2001.
(3) Includes 171,250 shares subject to incentive and non-qualified stock
options which are presently exercisable. Of such options, 100,000 have an
exercise price of $1.25 and expire on September 5, 1998, 37,500 have an
exercise price of $3.25 and expire on October 28, 1998, 8,750 have an
exercise price of $5.75 and expire on February 22, 2000 and 25,000 have an
exercise price of $7.875 and expire on December 14, 2000. Excludes 98,750
shares subject to incentive and non-qualified stock options which aren't
presently exercisable. Of such options, 12,500 have an exercise price of
$3.25 and expire on October 28, 1998, 11,250 have an exercise price of
$5.75 and expire on February 22, 2000, and 75,000 have an exercise price
of $7.875 and expire on December 14, 2000.
(4) Excludes 15,000 shares subject to non-qualified stock options which are
presently not exercisable. Such options have an exercise price of $2.625
and expire on August 9, 2001.
(5) Includes 27,375 shares subject to incentive stock options which are
presently exercisable. Of such options, 7,500 have an exercise price of
$2.875 and expire on December 17, 1998, 15,625 have an exercise price of
$2.6875 and expire on April 8, 1999, 1,750 have an exercise price of $5.75
and expire on February 22, 2000 and 2,500 have an exercise price of
$7.875 and expire on December 14, 2000. Excludes 21,625 shares subject to
incentive stock options which are not presently exercisable. Of such
options, 2,500 have an exercise price of $2.875 and expire on December 17,
1998, 9,375 have an exercise price of $2.6875 and expire on April 8, 1999,
2,250 have an exercise price of $5.75 and expire on February 22, 2000 and
7,500 have an exercise price of $7.875 and expire on December 14, 2000.
(6) Includes 63,125 shares subject to incentive and non-qualified stock
options which are presently exercisable. Of such options, 25,000 have an
exercise price of $1.4375 and expire on August 17, 2003, 21,875 have an
exercise price of $2.6875 and expire on April 8, 1999, 4,375 have an
exercise price of $5.75 and expire on February 22, 2000, and 11,875 have
an exercise price of $7.875 and expire on December 14, 2000. Excludes
61,875 shares subject to incentive and non-qualified stock options which
are not presently exercisable. Of such options, 7,500 have an exercise
price of $1.4375 and expire on August 17, 2003, 13,125 have an exercise
price of $2.6875 and expire on April 8, 1999, 5,625 have an exercise price
of $5.75 and expire on February 22, 2000 and 35,625 have an exercise
price of $7,875 and expire on December 14, 2000.
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<PAGE>
(7) Includes 25,950 shares subject to incentive and non-qualified stock
options which are presently exercisable. Of such options, 10,950 have an
exercise price of $2.875 and expire on December 17, 1998, 4,375 have an
exercise price of $5.75 and expire on February 22, 2000 and 10,625 have
an exercise price of $7.875 and expire on December 14, 2000. Excludes
43,750 shares subject to incentive and non-qualified stock options which
are not presently exercisable. Of such options, 6,250 have an exercise
price of $2.875 and expire on December 17, 1998, 5,625 have an exercise
price of $5.75 and expire on February 22, 2000 and 31,875 have an exercise
price of $7.875 and expire on December 14, 2000.
(8) Includes 32,500 shares subject to incentive and non-qualified stock
options which are presently exercisable. Of such options, 18,750 have an
exercise price of $2.875 and expire on December 17, 1998, 4,375 have an
exercise price of $5.75 and expire on February 22, 2000 and 9,375 have an
exercise price of $7.875 and expire on December 14, 2000. Excludes 40,000
shares subject to incentive and non-qualified stock options which are not
presently exercisable. Of such options, 6,250 have an exercise price of
$2.875 and expire on December 17, 1998, 5,625 have an exercise price of
$5.75 and expire on February 22, 2000 and 28,125 have an exercise price of
$7.875 and expire on December 14, 2000.
(9) The shares are held in discretionary accounts over which Mr. Haber has
investment discretion. Excludes 15,000 shares subject to non-qualified
stock options which are not currently exercisable. Such options have an
exercise price of $1.25 and expire on October 8, 2001.
(10) The shares are held in discretionary accounts over which Mr. Friedenberg
has investment discretion. Excludes 15,000 shares subject to non-qualified
stock options which are not currently exercisable. Such options have an
exercise price of $1.25 and expire on October 8, 2001.
(11) Excludes 15,000 shares subject to non-qualified stock options which are
not currently exercisable. Such options have an exercise price of $1.25
and expire on October 8, 2001.
(12) Excludes 15,000 shares subject to non-qualified stock options which are
not currently exercisable. Such options have an exercise price of $1.25
and expire on October 8, 2001.
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<PAGE>
EXECUTIVE COMPENSATION
The following table shows, for fiscal years 1993, 1994 and 1995, the
compensation earned by the Chief Executive Officer and the four most highly
compensated executive officers of the Company (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payout
------------------------------- ------------------- -----------
Other Annual Restricted Number of Long-Term All Other
Name and Principal Compensation Stock Options/ Incentive Compens-
Position(s) Year Salary($) Bonus($) (1) Awards SARS(#) Plan Payout sation ($)(2)
------------------ ---- -------- -------- -------- -------- ------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sidney E. Wing, 1995 $178,240 $ 2,454 $ -- $ 0 20,000 $ 0 $ 0
President and Chief 1994 163,846 0 -- 0 0 0 0
Executive Officer 1993 165,864 17,930 -- 0 50,000 0 1,134
Carl C. Stella, 1995 $127,011 $ 1,816 $ -- $ 0 10,000 $ 0 $ 0
Senior Vice President 1994 119,811 0 -- 0 25,000 0 0
1993 126,029 11,490 -- 0 0 0 1,134
Harry P. Alteri, 1995 $126,138 $ 1,784 $ -- $ 0 4,000 $ 0 $ 0
Vice President 1994 117,311 0 -- 0 35,000 0 0
1993 122,653 8,857 -- 0 0 0 1,134
Ronald N. Iverson 1995 $124,516 $ 1,761 $ -- $ 0 10,000 $ 0 $ 0
Vice President 1994 117,420 0 -- 0 35,000 0 0
1993 36,928 0 -- 0 40,000 0 0
John J. Van Buren, 1995 $122,436 $ 1,732 $ -- $ 0 10,000 $ 0 $ 0
Senior Vice President 1994 114,278 0 -- 0 25,000 0 0
Chief Financial Officer 1993 119,622 10,959 -- 0 0 0 1,134
</TABLE>
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(1) Perquisites to each officer did not exceed the lesser of $50,000 or 10% of
the total salary and bonus for such officer.
(2) Company matching contributions to the Company's 401(k) plan.
The following table sets forth information regarding the grant of
stock options during fiscal 1995 to the Named Executive Officers:
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<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1995
Individual Grants Potential Realizable Value
----------------------------------------------------------------------------- at Assumed Annual Rates of
Stock Price Appreciation
Percentage of Total Options Exercise for Option Term(3)
Numbers of Granted to Employees Price Expiration ----------------------
Name Options Granted yees in Fiscal 1995(1) Per Share Date (2) 5% 10%
-------- --------------- -------------------------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Sidney E. Wing ............ 20,000 13.99% $5.75 2/22/00 $31,800 $70,200
Carl C. Stella............. 10,000 6.99% $5.75 2/22/00 $15,900 $35,100
Harry P. Alteri............ 4,000 2.80% $5.75 2/22/00 $ 6,360 $14,040
Ronald N. Iverson ......... 10,000 6.99% $5.75 2/22/00 $15,900 $35,100
John J. Van Buren ......... 10,000 6.99% $5.75 2/22/00 $15,900 $35,100
</TABLE>
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(1) No stock appreciation rights were granted to any of the Named Executive
Officers or other Company employees in fiscal 1995.
(2) The options become exercisable equally over 16 quarters from the date of
grant and expire five years from the date of grant.
(3) The dollar amounts under these columns are the result of calculations at
the assumed compounded market appreciation rate of 5% and 10% as required
by the Securities and Exchange Commission over a five-year term and,
therefore, are not intended to forecast possible future appreciation, if
any, of the stock price.
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options during fiscal 1995 and
unexercised options held as of October 29, 1995:
OPTION EXERCISES IN FISCAL 1995
AND OCTOBER 29, 1995 OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at October 29, 1995 at October 29, 1995
Number of Shares --------------------------- --------------------------
Name Acquired on Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexerciseable
---- -------------------- -------------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
Sidney E. Wing.............. 0 $ 0 177,500/42,500 $1,358,750/211,250
Carl C. Stella.............. 67,800 526,975 4,387/22,813 22,813/120,277
Harry P. Alteri............. 15,000 142,500 14,250/24,750 91,164/150,648
Ronald N. Iverson........... 7,500 44,094 26,875/50,625 188,164/330,430
John J. Van Buren........... 20,000 87,500 67,187/22,813 516,598/120,277
</TABLE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In November 1994, the Company established a Supplemental Executive
Retirement Plan ("SERP"), a defined benefit pension plan covering Messrs. Wing,
Horowitz, Stella and Van Buren. The SERP provides that upon a participant's
retirement from the Company, the participant will receive an annual benefit
payment for fifteen years. The annual benefit amount is generally equal to 50%
of the participant's average annual compensation for the five years preceding
retirement, reduced by the participant's annual Social Security benefit.
Participants may also elect to receive a lump-sum payment equal to 90% of the
net present value of the aggregate benefit amount. The SERP also provides for
early retirement and death benefit payments under certain
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<PAGE>
circumstances. Participants vest in their benefits 20% after one year of
credited service and an additional 5% each quarter thereafter, with benefits
being fully vested after five years of credited service. Credited service is
measured from November 1, 1994. Because upon each participant's fiscal 1995
compensation, and assuming full vesting, the annual benefit payment under the
SERP to Messrs. Wing, Stella, Van Buren and Horowitz upon retirement would be
approximately $86,200, $58,400, $54,100 and $56,300, respectively.
CERTAIN TRANSACTIONS
The Company, through the Compensation and Stock Option Committee of
the Board of Directors, has an agreement with Mr. Wing whereby Mr. Wing will
receive certain salary continuation payments in the event of an acquisition or
merger involving the Company which results in him not being offered by the
acquiring party continued employment at his past compensation level. The
agreement provides that if such an acquisition or merger occurs, Mr. Wing will
retain a six-month salary continuation and option vesting period in the event of
a qualifying acquisition or merger. If Mr. Wing accepts other employment during
any salary continuation period, his compensation in his new position will reduce
salary continuation payments to be made to him under the agreement.
On October 18, 1989, the Company and Mr. White, who prior to his
resignation on August 6, 1996 was a Board member, entered into a Deferred
Compensation Agreement which provides that the Company will pay Mr. White
deferred compensation benefits of $5,000 per month for five years commencing May
1, 1990 and $2,500 per month for the following five years.
The Company has entered into a Consulting Agreement with Mr.
Angeloff, who prior to his resignation on October 8, 1996 was a Board member,
pursuant to which Mr. Angeloff provides financial advisory and consulting
services to the Company. The Company paid Mr. Angeloff an aggregate of $128,000
in consulting fees under such agreement in fiscal 1995. Mr. Angeloff received no
other fees for his services as a Director of the Company. For a description of
this consulting agreement, see "Election of Directors -- Compensation of Board
of Directors" elsewhere in this Information Statement.
The Company currently uses the services of a travel agency owned by
Mr. Zeiger, who prior to his resignation on August 6, 1996, was a Board member.
The Company believes that it obtains travel services from this agency of a
similar type and on similar terms to that available from unaffiliated agencies.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES THEREOF
The Board of Directors held six (6) in-person meetings and three (3)
telephonic meetings during fiscal 1995. Each person who was a director during
fiscal 1995 attended more than 75% of the total number of meetings of the Board,
except Richard A. Foster who attended 67% of the meetings.
The Company has an Audit Committee currently consisting of Daniel
Ginns, Chairman, Adrien Maught and Allen Surber. Until their resignations on
October 8, 1996, August 6, 1996 and
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<PAGE>
October 8, 1996, respectively, Richard A. Foster, Garland S. White and Dann V.
Angeloff, former 11 directors were members of the Audit Committee. The Audit
Committee held one (1) meeting during fiscal 1995 which was attended by all
members. The Audit Committee's responsibilities during fiscal 1995 included,
among other things, the selection of Ernst & Young as the Company's independent
certified public accountants and meetings with Ernst & Young regarding their
management letters and the fiscal 1995 audit.
The Board of Directors has a Compensation and Stock Option Committee
consisting of James Haber, Chairman, Douglas Friedenberg and Bernard Girma.
Until their resignations on October 8, 1996, Richard A. Foster and Dann V.
Angeloff, former directors of the Company, were members of the Compensation and
Stock Option Committee. The Compensation and Stock Option Committee held two (2)
meetings during fiscal 1995 which were attended by all members. The functions of
the Compensation and Stock Option Committee are to establish compensation for
all executive officers of the Committee and to administer the Company's stock
option plan.
The Board of Directors has a Nominating Committee consisting of
Douglas Friedenberg, Chairman, James Haber and Sidney E. Wing. Until his
resignation in October 8, 1996, Dann V. Angeloff, a former director of the
Company, was a member of the Nominating Committee. The Nominating Committee held
no meetings during fiscal 1995. The Nominating Committee seeks out, evaluates
and recommends to the Board of Directors qualified nominees for election as
directors of the Company and considers other matters pertaining to the size and
compensation of the Board. The Nominating Committee will give appropriate
consideration to qualified persons recommended by stockholders for nomination as
directors provided that such recommendations are accompanied by information
sufficient to enable the Nominating Committee to evaluate the qualifications of
the nominee.
COMPENSATION OF BOARD OF DIRECTORS
Garland S. White, a former director of the Company received an annual
retainer of $15,000 plus a monthly retainer fee of $1,000 for services as
Chairman of the Board of Directors. From November 1994 to February 1995, Mr.
Angeloff received a $3,000 monthly retainer for service on the Board of
Directors and for providing financial advisory and consulting services to the
Company. In February 1995, the Board approved a new consulting agreement with
Mr. Angeloff under which the monthly retainer was increased to $6,000. In
addition, the agreement provides that if Mr. Angeloff's services are requested
on a capital raising or merger/acquisition assignment the Company will pay Mr.
Angeloff additional monthly retainers of $10,000 and $7,500, respectively, for a
minimum two month term. In fiscal 1995, Mr. Angeloff received an aggregate of
$128,000 in consulting fees under his consulting agreement, including $50,000 in
monthly retainers for capital raising activities and $15,000 in monthly
retainers for merger/acquisition activities. Mr. Angeloff received no other fees
for Board or Committee meetings. All other directors receive an annum retainer
fee of $7,500 for services as directors. In addition, they receive $800 for each
in-person Board meeting and Committee meeting, together with reimbursement of
out-of-pocket expenses. The Committee chairman receives $1,600 per in-person
Committee meeting.
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<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Under Section 16(a) of the Exchange Act, directors, executive
officers and beneficial owners of 10% or more of the Company's Common Stock
("Reporting Persons") are required to report to the Securities and Exchange
Commission, on a timely basis, the initiation of their status as a Reporting
Person and any changes with respect to their beneficial ownership of the
Company's Common Stock. Based solely on its review of such forms received by it,
the Company believes that all filing requirements applicable to its directors,
executive officers and beneficial owners of 10% or more of the Common Stock were
complied with during fiscal 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused the report to be signed on its behalf by
the undersigned thereto duly authorized.
DATAMETRICS CORPORATION
Dated: October 24, 1996 By: /s/ Daniel P. Ginns
------------------------------
Name: Daniel P. Ginns
Title: Chief Executive Officer
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