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 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(i)(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:
_______________________________________________________
(5)Total fee paid:
_______________________________________________________
[ ]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: ______________________
(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 22, 1996
To the Shareholders of Pacer Technology:
The Annual Meeting of Shareholders of Pacer Technology (the "Company") will
be held at the Country Suites, 1945 East Holt Boulevard, Ontario, California, at
9:00 a.m. on Tuesday, October 22, 1996, 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 September 3, 1996 will be entitled to notice of and to vote at the
meeting and at any and all postponements or adjournments of the meeting. On
September 3, 1996, there were outstanding 15,213,475 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 6, 1996
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 TUESDAY, OCTOBER 22, 1996
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 Tuesday, October 22, 1996 at the Country
Suites, 1945 East Holt Boulevard, Ontario, California. The Company expects to
mail the Proxy Statement on or about September 6, 1996.
Report to Shareholders
A report to the shareholders of the Company for the fiscal year ended
June 30, 1996 is being mailed with this Proxy Statement to each of the Company's
shareholders of record at the close of business on September 3, 1996. 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 15,213,475 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, September 3, 1996, 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 September 3, 1996
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.
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership (1)Class (2)
- - ------------------------ -------------------- ------------
Joe F. Brock 589,300 (3) 3.8%
Carl E. Hathaway 200,000 (3) 1.3%
John G. Hockin II 2,675,142 (4) (5) 16.2%
600 North Euclid
Upland, CA 91786
(table continued on following page)
DeVere W. McGuffin 444,058 (6) 2.9%
James T. Munn 1,295,378 (7) 7.9%
9420 Santa Anita Avenue
Rancho Cucamonga, CA 91730
Larry K. Reynolds 100,000 (3) 0.7%
All directors and officers as 5,856,978 (8) 31.2%
a group (eight persons)
- - --------------------
(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 held
only by the named individual or group which are exercisable within 60 days
of September 3, 1996.
(3) This figure includes 100,000 shares of Common Stock that are subject to
options exercisable within 60 days of September 3, 1996.
(4) This figure includes 1,300,000 shares of Common Stock that are subject to
options exercisable within 60 days of September 3, 1996.
(5) 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.
(6) This figure includes 300,000 shares of Common Stock that are subject to
options exercisable within 60 days of September 3, 1996.
(7) This figure includes 1,200,000 shares of Common Stock that are subject to
options exercisable within 60 days of September 3, 1996.
(8) This figure includes 3,545,000 shares of Common Stock subject to options
which are exercisable within 60 days of September 3, 1996, as well as the
shares referred to in note (5) 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:
Director
Name of Nominee Age Principal Occupation Since
- - ----------------- ---- -------------------- --------
Joe F. Brock 64 Retired 1982
Carl E. Hathaway 62 Financial consultant 1985
John G. Hockin II 52 Endodontist 1984
DeVere W. McGuffin 53 Finance and Investment 1984
James T. Munn 57 President and Chief Executive 1987
Officer of the Company
Larry K. Reynolds 52 Attorney 1995
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, 1996 the Board of Directors held six 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, 1996 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, 1996 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:
Name of Officer Age Office
- - --------------------- ---- -------------------------------------
James T. Munn 57 President and Chief Executive Officer
W.T. Nightingale, III 41 Vice President
Robert J. Cavazos, Jr. 53 Chief Financial Officer
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, 1996, information concerning compensation paid to
them for services to the Company in all capacities during the fiscal year ended
June 30, 1996, as well as the total compensation paid to such persons for the
Company's previous two fiscal years.
Summary Compensation Table
- - -----------------------------
Other All Other
Annual Compensation
Name and Principal Position Year Salary Bonus Compensation (1)
- - --------------------------- ---- -------- ----- ------------ -----------
James T. Munn 1996 $261,000 $0 (2) $3,823
President and Chief 1995 $268,993 $515 (2) $3,924
Executive Officer 1994 $243,980 $0 (2) $3,429
W.T. Nightingale, III 1996 $130,560 $0 (2) $1,653
Vice President 1995 $103,820 $3,090 (2) $1,385
1994 $ 99,232 $0 (2) $1,248
(1) No compensation was paid in 1994-1996 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: 1996: Munn, Company contribution to TDSP, $2,293; group life
insurance premiums, $1,530; Nightingale, Company contribution to TDSP,
$1,306; group life insurance premiums, $347; 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.
(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.
Fiscal Year-End Option Values
- - -----------------------------
The following table shows, as to certain executive officers of the Company,
information at June 30, 1996 concerning the number and value (aggregate fair
market value less exercise price) of the stock options held by those persons.
In the fiscal year ended June 30, 1996, no options were granted to or exercised
by such persons.
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
- - ----------------- ----------- ------------- ------------ -------------
James T. Munn 1,200,000 800,000 $1,031,250 $250,000
W.T. Nightingale, III 255,000 250,000 $ 136,948 $148,125
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, 1996, 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.
In November 1995, the Company loaned to John Hockin, a director of the
Company, $120,967.50 to enable Dr. Hockin to exercise warrants to purchase
381,000 shares of the Company's Common Stock. The note is a full recourse note,
has a four-year term, bears interest at 6.6939% per year, and is secured by the
381,000 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, 1996. 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 LLP will also serve as auditors
for the fiscal year ending June 30, 1997. 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors and executive officers are required to comply with section 16(a)
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.
All such persons timely filed all forms required by section 16(a) with
respect to transactions occurring during the fiscal year ended June 30, 1996.
SUBMISSION OF SHAREHOLDER PROPOSALS
FOR THE 1997 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 1997 must be
received by the Company no later than May 9, 1997 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 22, 1996.
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 6, 1996
P THIS PROXY IS SOLICITED ON BEHALF OF
R THE BOARD OF DIRECTORS OF PACER TECHNOLOGY
O
X 1996 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 6, 1996, and Annual
Report to Shareholders for the fiscal year ended June 30, 1996, 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 Tuesday, October 22, 1996, at
9:00 a.m., California time, at the Country Suites, 1945 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
[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 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
