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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
PACER TECHNOLOGY
(Name of registrant as Specified In Its Charter)
PACER TECHNOLOGY
(Name of Person[s] Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
_______________________________________________________
(2) Aggregate number of securities to which
transaction applies:
_______________________________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11:
_______________________________________________________
(4) Proposed maximum aggregate value of
transaction:
_______________________________________________________
Set forth the amount on which the filing fee
is calculated and state how it was
determined.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid: ____________________
(2) Form, Schedule or Registration Statement No.:
_____________________________________________
(3) Filing Party: ______________________________
(4) Date Filed: ______________________________
PACER TECHNOLOGY
9420 Santa Anita Avenue
Rancho Cucamonga, California 91730
(909) 987-0550
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 27, 1995
To the Shareholders of Pacer Technology:
The Annual Meeting of Shareholders of Pacer Technology (the "Company") will be
held at the Marriott Hotel, 2200 East Holt Boulevard, Ontario, California, at
9:00 a.m. on Friday, October 27, 1995, for the following purposes:
1. To elect the directors of the Company for which positions the following
persons will be nominated: Joe F. Brock, Jr., Carl E. Hathaway, John G.
Hockin II, DeVere W. McGuffin, James T. Munn and Larry K. Reynolds;
and
2. To consider and act upon such other matters as may properly come before
the meeting or at any and all postponements or adjournments thereof.
Details relating to these matters are set forth in the attached Proxy Statement.
All shareholders of record of the Company as of the close of business on August
30, 1995 will be entitled to notice of and to vote at the meeting and at any and
all postponements or adjournments of the meeting. On August 30, 1995, there
were outstanding 14,528,975 shares of the Company's common stock, each
share of which entitles the holder to one vote, except in the election of
directors where votes may be cumulated as described in the Proxy Statement. A
complete list of shareholders entitled to vote at the meeting will be available
for inspection by any shareholder at the meeting and during ordinary business
hours for a period of ten days prior to the meeting at the chief executive
office of the Company at 9420 Santa Anita Avenue, Rancho Cucamonga, California.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES OF THE
COMPANY'S COMMON STOCK YOU OWN, AND ALL SHAREHOLDERS ARE CORDIALLY
INVITED TO ATTEND THE MEETING. PLEASE MARK, SIGN, DATE AND MAIL THE
ENCLOSED PROXY PROMPTLY IN THE RETURN ENVELOPE PROVIDED, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THE GIVING OF A PROXY
WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
By Order of the Board of Directors:
James T. Munn
President
Rancho Cucamonga, California
September 11, 1995
<PAGE>
PACER TECHNOLOGY
9420 Santa Anita Avenue
Rancho Cucamonga, California 91730
(909) 987-0550
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 9:00 A.M. ON FRIDAY, OCTOBER 27, 1995
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Pacer Technology (the
"Company") for use at the annual meeting of shareholders of the Company and at
any and all postponements or adjournments of the annual meeting (the "Meeting").
The Meeting will be held at 9:00 a.m. on Friday, October 27, 1995 at the
Marriott Hotel, 2200 East Holt Boulevard, Ontario, California. The Company
expects to mail the Proxy Statement on or about September 11, 1995.
Report to Shareholders
A report to the shareholders of the Company for the fiscal year ended
June 30, 1995 is being mailed with this Proxy Statement to each of the Company's
shareholders of record at the close of business on August 30, 1995. The report
includes financial statements examined and reported upon by KPMG Peat Marwick
LLP, certified public accountants, auditors for the Company.
Voting of Securities
The Company, a corporation existing and organized under the laws of the
State of California, has one class of equity securities issued and outstanding,
consisting of 14,528,975 shares of common stock, no par value (the "Common
Stock"). All of the shares of Common Stock are voting shares, but only those
shareholders of record as of the record date, August 30, 1995, will be entitled
to notice of and to vote at the Meeting and at any and all postponements or
adjournments of the Meeting. The presence in person or by proxy of the holders
of a majority of the outstanding shares of Common Stock entitled to vote at the
Meeting will constitute a quorum for the purpose of transacting business at the
Meeting.
Each shareholder is entitled to one vote for each share of Common Stock
held by such shareholder of record on each matter which may come before the
Meeting, except for the election of directors. Abstentions and broker non-votes
are counted for purposes of determining the presence or absence of a quorum for
the transaction of business. In matters other than the election of directors,
abstentions are counted as votes against in tabulations of the votes cast on
proposals to the shareholders, votes withheld have no legal effect and broker
non-votes are not counted for purposes of determining whether a proposal has
been approved.
In the election of directors, each shareholder shall have the following
rights: (1) to vote the number of shares owned by the shareholder for as many
persons as there are directors to be elected and for whose election the
shareholder has a right to vote or (ii) to cumulate the shareholder's votes.
Cumulation of votes means that each shareholder has a number of votes equal to
the number of shares owned by the shareholder, multiplied by the number of
directors to be elected, and a shareholder may cumulate such votes for a single
candidate or distribute such votes among as many candidates as the shareholder
deems appropriate. However, a shareholder may cumulate votes only for a
candidate or candidates whose names have been placed in nomination prior to the
voting, and only if the shareholder has given notice at the Meeting, prior to
the voting, of the shareholder's intention to cumulate votes. If any one
shareholder has given such notice, all shareholders may cumulate their
votes for the candidates in nomination. The proxy accompanying this Proxy
Statement grants discretionary authority to cumulate votes. Votes against a
candidate and votes withheld have no legal effect. The director nominees who
receive the greatest number of votes at the Meeting will be elected to the Board
of the Company.
Revocability of Proxies
At the Meeting, valid proxies will be voted as specified by the
shareholder. Any shareholder giving a proxy in the accompanying form retains
the power to revoke it at any time prior to the exercise of the powers conferred
in the proxy and may do so by taking any of the following actions:
(i) delivering written notice to the Secretary of the Company, (ii) delivering
to the Secretary of the Company a duly executed proxy bearing a later date or
(iii) personally attending the Meeting and revoking the proxy. A shareholder's
attendance at the Meeting will not revoke the shareholder's proxy unless the
shareholder affirmatively indicates at the Meeting the intention to vote the
shareholder's shares in person.
Share Ownership of Management
The following table sets forth certain information as of August 30,
1995 with respect to the shares of Common Stock beneficially owned by (i)
persons known to management to own more than five percent of the outstanding
shares of Common Stock, (ii) each director and nominee for director and (iii)
all directors and officers of the Company as a group. Ownership information is
based upon information furnished by the respective individuals.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership (1) Class (2)
<S> <C> <C> <C>
Joe F. Brock 669,800 (3) (4) 4.6%
Carl E. Hathaway 200,000 (5) 1.4%
John G. Hockin II 2,745,642 (6) (7) (8) 16.9%
600 North Euclid
Upland, CA 91786
(table continued on following page)
DeVere W. McGuffin 444,058 (9) 3.0%
James T. Munn 1,195,378 (10) 7.6%
9420 Santa Anita Avenue
Rancho Cucamonga, CA 91730
Larry K. Reynolds -0- -0-
All directors and officers as 5,444,978 (11) 30.0%
a group (eight persons)
</TABLE>
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares of Common Stock shown.
(2) The percentages are calculated on the basis of the amount of outstanding
shares of Common Stock plus shares of Common Stock subject to options or
warrants held only by the named individual or group which are exercisable
within 60 days of August 30, 1995.
(3) This figure includes 100,000 shares of Common Stock that are subject to
options exercisable within 60 days of August 30, 1995.
(4) This figure includes 70,500 shares of Common Stock that are subject to
warrants to purchase within 60 days of August 30, 1995.
(5) This figure includes 200,000 shares of Common Stock that are subject to
options exercisable within 60 days of August 30, 1995.
(6) This figure includes 1,300,000 shares of Common Stock that are subject to
options exercisable within 60 days of August 30, 1995.
(7) This figure includes 409,142 shares of Common Stock held in an employee
benefit trust of which Dr. Hockin is the sole trustee. Dr. Hockin
disclaims beneficial ownership of these shares.
(8) This figure includes 451,500 shares of Common Stock that are subject to
warrants to purchase within 60 days of August 30, 1995.
(9) This figure includes 300,000 shares of Common Stock that are subject to
options exercisable within 60 days of August 30, 1995.
(10) This figure includes 1,100,000 shares of Common Stock that are subject to
options exercisable within 60 days of August 30, 1995.
(11) This figure includes 3,642,000 shares of Common Stock subject to options
and warrants which are exercisable within 60 days of August 30, 1995, as
well as the shares referred to in note (7) above.
PROPOSAL ONE: ELECTION OF DIRECTORS
General
At the Annual Meeting of Shareholders, the Company will present a
slate of six nominees for election to the Board of Directors. Proxies cannot be
voted for more than six persons. The directors to be elected will hold office
until the next annual meeting of shareholders and until their successors are
duly elected and qualified. Unless otherwise indicated, the enclosed proxy will
be voted for the nominees described below. If any of the nominees becomes
unavailable, however, the persons named as proxy holders in the enclosed proxy
will vote all proxies in favor of the remainder of those nominated and for such
substitute nominee(s), if any, as shall be designated by the management of the
Company. The Board of Directors has no reason to believe that any of the
nominees will be unavailable.
Nominees
The names of, and certain information with respect to, the persons to
be nominated by the Board of Directors for election as directors are as follows:
<TABLE>
<CAPTION> Director
Name of Nominee Age Principal Occupation Since
<S> <C> <C> <C>
Joe F. Brock 63 Retired 1982
Carl E. Hathaway 61 Financial consultant 1985
John G. Hockin II 51 Endodontist 1984
DeVere W. McGuffin 52 Finance and Investment 1984
James T. Munn 56 President and Chief Executive 1987
Officer of the Company
Larry K. Reynolds 51 Attorney --
</TABLE>
Joe F. Brock retired as President of Sierra Screw Machine Products, an
industrial parts company, in Upland, California, in 1991. He had served in that
capacity since 1974.
Carl E. Hathaway has been president of Hathaway & Associates, Ltd., a
financial consulting firm, since 1981.
John G. Hockin II, Chairman of the Board since January 1984, is a
private investor. Dr. Hockin is a practicing dentist specializing in the field
of endodontics.
DeVere W. McGuffin, Secretary of the Company since June 1985, has been
for more than the previous five years the chief executive officer of First
Inter-Urban Development Corporation, a firm which guarantees financings by
financial institutions to small businesses. Mr. McGuffin owns Meadow Grove
Group, a finance and investment company. Mr. McGuffin is also a director of
North Milwaukee State Bank.
James T. Munn has been President and Chief Executive Officer of the
Company since September 1986.
Larry K. Reynolds has been an attorney in private practice in
Riverside, California for more than the past five years.
The Board of Directors unanimously recommends that the shareholders
vote FOR all of the foregoing nominees.
The Board of Directors and the Audit and Compensation Committees
The Board of Directors is responsible for the general supervision,
management and control of the Company's business. During the fiscal year ended
June 30, 1995 the Board of Directors held two meetings. Each director attended
at least 75% of the Company's Board of Directors and committee meetings held
during such year. The Board of Directors has an Audit Committee and a
Compensation Committee but does not have a standing Nominating Committee or a
committee performing similar functions.
The Audit Committee confers with KPMG Peat Marwick LLP, the Company's
auditors, regarding the scope and results of their audits and any
recommendations which they may have with respect to internal accounting controls
and other matters relating to accounting and auditing. The Audit Committee also
considers all non-audit services performed for the Company by KPMG Peat Marwick
LLP and the possible effect that the rendering of such non-audit services may
have on their independence. In addition, the Audit Committee reviews with legal
counsel any unregistered offering or sale of securities made by the Company.
The Audit Committee met once during the fiscal year ended June 30, 1995 and is
composed of the following members: Messrs. Hockin (Chairman), Brock and
Hathaway.
The function of the Compensation Committee is to fix officers'
salaries, establish salary policies for non-officer employees and to make
recommendations to the Board of Directors regarding the establishment of
remuneration policies of the Company. The Compensation Committee met twice
during the fiscal year ended June 30, 1995 and is composed of the following
members: Messrs. Brock (Chairman), Hockin and McGuffin.
Executive Officers
The names of, and certain information with respect to, the executive officers of
the Company are as follows:
<TABLE>
<CAPTION>
Name of Officer Age Office
<S> <C> <C>
James T. Munn 56 President and Chief Executive Officer
W.T. Nightingale, III 40 Vice President
Robert J. Cavazos, Jr. 52 Chief Financial Officer
</TABLE>
Each of Messrs. Munn, Nightingale and Cavazos has served in his present position
for more than the past five years.
Executive Compensation
The following table shows, as to the Chief Executive Officer and each
other executive officer of the Company whose salary plus bonus exceeded $100,000
in the fiscal year ended June 30, 1995, information concerning compensation paid
to them for services to the Company in all capacities during the fiscal year
ended June 30, 1995, as well as the total compensation paid to such persons for
the Company's previous two fiscal years.
Summary Compensation Table
<TABLE>
<CAPTION>
Other All Other
Annual Compensation
Name and Principal Position Year Salary Bonus Compensation (1)
<S> <C> <C> <C> <C> <C>
James T. Munn 1995 $268,993 $515 (2) $3,924
President and Chief 1994 $243,980 $0 (2) $3,429
Executive Officer 1993 $233,192 $0 (2) $2,650
W.T. Nightingale, III 1995 $103,820 $3,090 (2) $1,385
Vice President 1994 $ 99,232 $0 (2) $1,248
1993 $ 96,527 $0 (2) $1,207
</TABLE>
(1) No compensation was paid in 1993-1995 pursuant to Long Term Incentive
Plans as that term is defined in the regulations. All Other
Compensation consists of (i) Company contributions to the respective
individual's Qualified Tax-Deferred Savings Plan account and (ii)
Company payments of group life insurance premiums on behalf of the
respective individual, as follows:
1995: Munn, Company contribution to TDSP, $2,394; group life insurance
premiums, $1,530; Nightingale, Company contribution to TDSP, $1,038;
group life insurance premiums, $347; 1994: Munn, Company contribution
to TDSP, $2,302; group life insurance premiums, $1,127; Nightingale,
Company contribution to TDSP, $992; group life insurance premiums,
$256; 1993: Munn, Company contribution to TDSP, $1,685; group life
insurance premiums, $965; Nightingale, Company contribution to TDSP,
$965; group life insurance premiums, $242.
(2) Other Annual Compensation consists of amounts paid for car allowances
and for dependents' insurance benefits. In all of these cases, the
amounts totaled less than 10% of the officer's salary for the year.
Option Grants in Last Fiscal Year
The following table shows, as to certain executive officers of the
Company, information concerning options granted to such persons during the
fiscal year ended June 30, 1995.
<TABLE>
<CAPTION>
Percent of Total
Options Granted
Options to Employees
Name Granted in Fiscal Year Exercise Price Expiration Date
<S> <C> <C> <C>
James T. Munn 1,000,000 53% $1.00 March 8, 2005
W.T. Nightingale, III 350,000 18% $0.72 April 25, 2005
Fiscal Year-End Option Values
The following table shows, as to certain executive officers of the
Company, information at June 30, 1995 concerning the number and value (aggregate
fair market value less exercise price) of the stock options held by those
persons. No options were exercised in the fiscal year ended June 30, 1995 by
such persons.
</TABLE>
<TABLE>
<CAPTION>
Value of Value of
Number of Number of Unexercised Unexercised
Unexercised Unexercised Exercisable Unexercisable
Exercisable Unexercisable In-the-Money In-the-Money
Name Options Options Options Options
<S> <C> <C> <C> <C>
James T. Munn 1,100,000 900,000 $725,000 $ 56,250
W.T. Nightingale, III 55,000 450,000 $ 32,698 $126,125
</TABLE>
Directors' Compensation
Directors of the Company other than Mr. Munn are paid $500 per month
for their services, plus actual expenses for living and travel to and from the
meetings. During the fiscal year ended June 30, 1995, no payments were made to
the directors with respect to special assignments.
Certain Transactions
Effective in November 1994, the Company and James T. Munn, President,
entered into a two-year employment agreement. Mr. Munn will receive a salary of
$261,000 per annum during the term of said Agreement. He also received a
ten-year incentive stock option to purchase 1,000,000 shares of the Company's
Common Stock at $1.00 per share.
In September 1994, the Company loaned to John Hockin, a director of the
Company, $58.437.50 to enable Dr. Hockin to exercise a nonqualified stock
option. The note is a full recourse note, has a four-year term, bears interest
at 7.8% per year, and is secured by the 100,000 shares of Pacer Common Stock
purchased pursuant thereto.
In October 1994, the Company loaned to John Hockin, a director of the
Company, $309,187.50 to enable Dr. Hockin to exercise a nonqualified stock
option. The note is a full recourse note, has a four-year term, bears interest
at 7.89% per year, and is secured by the 485,000 shares of Pacer Common Stock
purchased pursuant thereto.
AUDITORS
KPMG Peat Marwick LLP served as the Company's auditors for the fiscal
year ended June 30, 1995. The Board of Directors, having completed its review
and evaluation of the auditing services performed by KPMG Peat Marwick LLP for
that fiscal year, anticipates that KPMG Peat Marwick will also serve as auditors
for the fiscal year ending June 30, 1996. The Company expects that
representatives of KPMG Peat Marwick LLP will be present at the Meeting and will
be afforded an opportunity to make a statement if they desire to do so. The
Company also expects a representative of KPMG Peat Marwick LLP to be available
at that time to respond to appropriate questions addressed to the officer
presiding at the Meeting.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Directors and executive officers are required to comply with section 16
of the Securities Exchange Act of 1934, which requires generally that such
persons file reports on Form 4 on or before the tenth day of the month following
any month in which they engage in any transaction in the Company's Common Stock.
Joe Brock filed two Form 4s late with respect to transactions occurring
during the fiscal year ended June 30, 1995, and Robert Cavazos, James Munn and
W.T. Nightingale, III each filed one Form 4 late with respect to transactions
occurring during said fiscal year. Mr. Brock's two late filings reflected a
total of eight transactions not reported on a timely basis. Each of Messrs.
Cavazos, Munn and Nightingale's late filings reflected one transaction not
reported on a timely basis.
SUBMISSION OF SHAREHOLDER PROPOSALS
FOR THE 1996 SHAREHOLDERS' MEETING
Proposals of shareholders of the Company which are intended to be
presented by such shareholders at the Company's Annual Meeting to be held in
1996 must be received by the Company no later than June 13, 1996 in order that
they may be included in the Proxy Statement and form of proxy relating to that
meeting. It is recommended that shareholders submitting proposals direct them
to the Secretary of the Company and utilize certified mail-return receipt
requested in order to provide proof of timely delivery. No such proposals were
received with respect to the Annual Meeting scheduled for October 27, 1995.
ANNUAL REPORT ON FORM 10-KSB
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB WILL BE
FURNISHED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST to Helen
Komorek, Office of the President, Pacer Technology, 9420 Santa Anita Avenue,
Rancho Cucamonga, California 91730.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company.
Solicitations are expected to be primarily by mail, but may also be made by
telephone, telegraph or personal contact by officers, directors or employees of
the Company without additional compensation. The Company will also request
persons, firms and corporations holding shares which are beneficially owned by
others to send proxy materials to, and obtain proxies from, the beneficial
owners and will reimburse such holders for their reasonable expenses.
The Board of Directors of the Company knows of no business, matters or
proposals which will be presented for consideration at the Meeting other than as
discussed above. However, if any other business, matters or proposals should
come before the Meeting, it is the intention of the persons named as proxy
holders in the enclosed form of proxy to vote the proxies as shall be designated
by the management of the Company. If the number of proxies necessary to adopt
either of the matters discussed above is not obtained by the time of the
Meeting, it is the intention of the proxy holders, unless instructed otherwise,
to postpone or adjourn the Meeting as to such matter to a later time or times.
By Order of the Board of Directors:
James T. Munn
President
Rancho Cucamonga, California
September 11, 1995
<PAGE>
P THIS PROXY IS SOLICITED ON BEHALF OF
R THE BOARD OF DIRECTORS OF PACER TECHNOLOGY
O
X 1995 Annual Meeting of Shareholders
Y
The undersigned shareholder of Pacer Technology, a California
Corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, each dated September 11, 1995, and
Annual Report to Shareholders for the fiscal year ended June 30, 1995, and
hereby appoints John G. Hockin, II and James T. Munn, and each of them, proxies
and attorneys-in-fact with full power to each of substitution, on behalf and in
the name of the undersigned, to represent the undersigned at the Annual Meeting
of Shareholders of the Company to be held on Friday, October 27, 1995, at 9:00
a.m., California time, at the Marriott Hotel, 2200 East Holt Boulevard, Ontario,
California, and at any adjournment or adjournments thereof, and to vote all
Common Shares to which the undersigned would be entitled, if then and there
personally present, on the matters set forth on the reverse side. Any one of
such attorneys-in-fact or substitutes as shall be present and shall act at said
meeting or any adjournment(s) thereof shall have and may exercise all powers of
said attorneys-in-fact hereunder.
SEE REVERSE
SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
[X] Please mark votes
as in this example.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR PROPOSAL 1, AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
1. ELECTION OF DIRECTORS
Nominees: Joe F. Brock, Carl E. Hathaway, John G. Hockin, II,
DeVere W. McGuffin, James T. Munn, Larry K. Reynolds
FOR WITHHOLD
[ ] [ ]
[ ] For all nominees except as noted above
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(This Proxy should be marked, dated, signed by the
shareholder(s) exactly as his name appears hereon and
returned promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so indicate.
If shares are held by joint tenants or as community
property, both should sign.)
Signature: Date
Signature: Date
MARK HERE FOR
ADDRESS CHANGE
AND NOTE AT [ ]
LEFT
DO NOT FOLD, STAPLE OR MUTILATE
