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 Sec. 240.14a-11(c) or Sec. 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]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:
_______________________________________________________
(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 21, 1997
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 21, 1997, for the following purposes:
1. To elect the directors of the Company for which positions the follow-
ing 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 2, 1997 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 2, 1997, there were outstanding 15,849,975 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 meet-
ing 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 5, 1997
<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 TUESDAY, OCTOBER 21, 1997
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 Meet-
ing will be held at 9:00 a.m. on Tuesday, October 21, 1997 at the Country
Suites, 1945 East Holt Boulevard, Ontario, California. The Company expects to
mail the Proxy Statement on or about September 5, 1997.
Report to Shareholders
A report to the shareholders of the Company for the fiscal year ended June
30, 1997 is being mailed with this Proxy Statement to each of the Company's
shareholders of record at the close of business on September 2, 1997. 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 15,849,975 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, September 2, 1997, will be
entitled to notice of and to vote at the Meeting and at any and all postpone-
ments 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.
<PAGE>
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 share-
holder has a right to vote or (ii) to cumulate the shareholder's votes. Cumula-
tion 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 candi-
date 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 share-
holder 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 share-
holder. 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) deliver-
ing 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 at-
tendance 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 25, 1997
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) 3.7%
Carl E. Hathaway 200,000 (3) 1.3%
John G. Hockin II 2,320,042 (4) (5) 13.5%
600 North Euclid
Upland, CA 91786
<PAGE>
(table continued on following page)
DeVere W. McGuffin 444,058 (6) 2.7%
James T. Munn 1,396,378 (7) 8.4%
9420 Santa Anita Avenue
Rancho Cucamonga, CA 91730
Larry K. Reynolds 100,000 (3) 0.6%
All directors and officers as 5,703,878 (8) 29.8%
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 August 25, 1997.
(3) This figure includes 100,000 shares of Common Stock that are subject to
options exercisable within 60 days of August 25, 1997.
(4) This figure includes 1,300,000 shares of Common Stock that are subject to
options exercisable within 60 days of August 25, 1997.
(5) This figure includes 456,042 shares of Common Stock held in an employee
benefit trust of which Dr. Hockin is the sole trustee. Dr. Hockin dis-
claims 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 August 25, 1997.
(7) This figure includes 800,000 shares of Common Stock that are subject to
options exercisable within 60 days of August 25, 1997.
(8) This figure includes 3,270,000 shares of Common Stock subject to options
which are exercisable within 60 days of August 25, 1997, 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
<PAGE>
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 65 Retired 1982
Carl E. Hathaway 63 Financial consultant 1985
John G. Hockin II 53 Endodontist 1984
DeVere W. McGuffin 54 Finance and Investment 1984
James T. Munn 58 President and Chief Executive 1987
Officer of the Company
Larry K. Reynolds 53 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.
<PAGE>
The Board of Directors and the Audit and Compensation Committees
The Board of Directors is responsible for the general supervision, manage-
ment and control of the Company's business. During the fiscal year ended June
30, 1997 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 Compen-
sation Committee but does not have a standing Nominating Committee or a commit-
tee 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 recommend-
ations 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 twice during the fiscal year ended June 30,
1997 and is composed of the following members: Messrs. Brock, McGuffin and
Reynolds.
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, 1997 and is composed of the following members: Messrs. Hathaway,
Hockin and Reynolds.
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 58 President and Chief Executive Officer
W.T. Nightingale, III 42 Vice President
Robert J. Cavazos, Jr. 54 Chief Financial Officer
Each of Messrs. Munn, Nightingale and Cavazos has served in his present position
for more than the past five years.
<PAGE>
Executive Compensation
The following table shows, as to the executive officers of the Company,
information concerning compensation paid to them for services to the Company
in all capacities during the fiscal year ended June 30, 1997, 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 1997 $261,000 $ 700 (2) $5,044
President and Chief 1996 $261,000 $ 0 (2) $3,823
Executive Officer 1995 $268,993 $ 515 (2) $3,924
W.T. Nightingale, III 1997 $110,240 $ 0 (2) $1,987
Vice President 1996 $130,560 $ 0 (2) $1,653
1995 $103,820 $3,090 (2) $1,385
Robert J. Cavazos, Jr. 1997 $104,684 $ 0 (2) $2,548
Chief Financial Officer 1996 $ 91,927 $ 0 (2) $1,898
1995 $ 88,235 $ 415 (2) $1,861
(1) No compensation was paid in 1995-1997 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: 1997: Munn, Company contribution to TDSP, $3,499; group life
insurance premiums, $1,545; Nightingale, Company contribution to TDSP,
$1,637; group life insurance premiums, $350; Cavazos, Company contribution
to TDSP, $1,559; group life insurance premiums, $989; 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; Cavazos, Company contribution to TDSP, $919; group life
insurance premiums, $979; 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;
Cavazos, Company contribution to TDSP, $882; group life insurance premiums,
$979.
(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.
<PAGE>
Information as to Options
The following table shows, as to the executive officers of the Company,
information concerning (i) the value (aggregate fair market value less exercise
price) realized upon the exercise of stock options by such persons during the
fiscal year ended June 30, 1997 and (ii) the number and value of the stock
options held by those persons at June 30, 1997.
Value Value of
of Un- Unexer-
Number of Number of exercised cised Un-
Unexer- Unexer- Exercis- exercis-
Shares cised Exer- cised Un- able In- able In-
Name Acquired on Value cisable exercisable the-Money the-Money
Exercise Realized Options Options Options Options
- ------- ---------- -------- ------- --------- -------- --------
James
T. Munn 500,000 $390,625 800,000 700,000 $425,000 $153,125
William T.
Nightingale, III 0 0 355,000 150,000 $162,916 $ 74,813
Robert
J. Cavazos, Jr. 0 0 215,000 50,000 $ 90,477 $ 24,938
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 meet-
ings. During the fiscal year ended June 30, 1997, 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 received 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. Dr. Hockin paid this note in full in January 1997.
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. Dr. Hockin paid a portion of this note in August
1997, and $159,199.05 remains outstanding thereon.
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. Dr.
Hockin paid this note in full in August 1997.
<PAGE>
AUDITORS
KPMG Peat Marwick LLP served as the Company's auditors for the fiscal year
ended June 30, 1997. 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, 1998. The Company expects that represent-
atives 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 follow-
ing 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, 1997.
SUBMISSION OF SHAREHOLDER PROPOSALS
FOR THE 1997 SHAREHOLDERS' MEETING
Proposals of shareholders of the Company which are intended to be present-
ed by such shareholders at the Company's Annual Meeting to be held in 1998
must be received by the Company no later than May 8, 1998 in order that they
may be included in the Proxy Statement and form of proxy relating to that meet-
ing. It is recommended that shareholders submitting proposals direct them to
the Secretary of the Company and utilize certified mail-return receipt request-
ed in order to provide proof of timely delivery. No such proposals were
received with respect to the Annual Meeting scheduled for October 21, 1997.
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
<PAGE>
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 neces-
sary 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, 1997
<PAGE>
P THIS PROXY IS SOLICITED ON BEHALF OF
R THE BOARD OF DIRECTORS OF PACER TECHNOLOGY
O
X 1997 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 5, 1997, and Annual
Report to Shareholders for the fiscal year ended June 30, 1997, 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 21, 1997, 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
<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 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
