<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Radiant Technology Corporation
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________________________
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:(1)
______________________________________________________________
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) Dated Filed:
__________________________________
- ----------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
RADIANT TECHNOLOGY CORPORATION
1335 SOUTH ACACIA AVENUE
FULLERTON, CALIFORNIA 92831
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 15, 1999
1:00 P.M.
--------------------
Notice is hereby given that the Annual Meeting of Shareholders of
Radiant Technology Corporation will be held at 1335 South Acacia Avenue,
Fullerton, California 92831, on Thursday, April 15, 1999, at 1:00 p.m. to
consider and vote upon:
1. The election of a Board of Directors consisting of five (5)
directors. The Proxy Statement which accompanies this Notice
includes the names of the nominees to be presented by the
Board of Directors for election; and
2. The transaction of such other business as may properly come
before the Annual Meeting.
The Board of Directors has fixed the close of business on February 25,
1999 as the record date for determination of shareholders entitled to notice of,
and to vote, at the Annual Meeting. TO ASSURE THAT YOUR SHARES WILL BE
REPRESENTED AT THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN
THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR PROXY
AT ANY TIME BEFORE IT IS VOTED.
Shareholders are cordially invited to attend the meeting in person.
Please indicate on the enclosed proxy whether you plan to attend the meeting.
Shareholders may vote in person if they attend the meeting even though they have
executed and returned a proxy.
By Order of the Board of Directors,
Mercy Gingrich
Secretary
Dated: March 15, 1999
<PAGE>
RADIANT TECHNOLOGY CORPORATION
--------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
--------------------
INTRODUCTION
This Proxy Statement is furnished by the Board of Directors of Radiant
Technology Corporation, a California corporation, (the "Company") in connection
with the solicitation of proxies for use at the Annual Meeting of Shareholders
to be held on April 15, 1999 and at any adjournments thereof. The Annual Meeting
has been called to consider and vote upon the election of five (5) Directors and
to consider such other business as may properly come before the Annual Meeting.
This Proxy Statement and the accompanying Proxy are being sent to shareholders
on or about March 15, 1999.
PERSONS MAKING THE SOLICITATION
The Proxy is solicited on behalf of the Board of Directors of the
Company. The original solicitation will be by mail. Following the original
solicitation, the Board of Directors expects that certain individual
shareholders will be further solicited through telephone or other oral
communications from the Board of Directors. The Board of Directors does not
intend to use specially engaged employees or paid solicitors. The Board of
Directors intends to solicit proxies for shares which are held of record by
brokers, dealers, banks or voting trustees, or their nominees, and may pay the
reasonable expenses of such record holders for completing the mailing of
solicitation materials to persons for whom they hold shares. All solicitation
expenses will be borne by the Company.
TERMS OF THE PROXY
The enclosed Proxy indicates the matter to be acted upon at the Annual
Meeting and provides boxes to be marked to indicate the manner in which the
shareholder's shares are to be voted with respect to such matter. By
appropriately marking the boxes, a shareholder may specify whether the proxies
shall vote for or against or shall be without authority to vote the shares
represented by the Proxy. The Proxy also confers upon the proxies discretionary
voting authority with respect to such other business as may properly come before
the Annual Meeting.
If the Proxy is executed properly and is received by the proxies prior
to the Annual Meeting, the shares represented by the Proxy will be voted. Where
a shareholder specifies a choice with respect to the matter to be acted upon,
the shares will be voted in accordance with such specification. Any Proxy which
is executed in such a manner as not to withhold authority to vote for the
election of the specified nominees as directors (see "Matter To Be Acted Upon --
Election of Directors") shall be deemed to confer such authority. A Proxy may be
revoked at any time prior to its exercise by giving written notice of the
revocation thereof to Mercy Gingrich, Secretary, Radiant Technology Corporation,
1335 South Acacia Avenue, Fullerton, California 92831, by attending the meeting
and electing to vote in person, or by a duly executed proxy bearing a later
date.
-1-
<PAGE>
VOTING RIGHTS AND REQUIREMENTS
VOTING SECURITIES
The securities entitled to vote at the Annual Meeting consist of all of
the issued and outstanding shares of the Company's common stock, no par value
per share. The close of business on February 25, 1999 has been fixed by the
Board of Directors of the Company as the record date. Only shareholders of
record as of the record date may vote at the Annual Meeting. As of the record
date, there were 1,986,428 issued and outstanding shares of the Company's common
stock to vote at the Annual Meeting and approximately 410 holders of record of
the Company's common stock.
CUMULATIVE VOTING
Each shareholder of record as of the record date will be entitled to
one vote for each share of the Company's common stock held as of the record
date. Cumulative voting is permitted in the election of directors. Every
shareholder complying with certain conditions set forth below may cumulate votes
and give one candidate a number of votes equal to the number of directors to be
elected (five) multiplied by the number of votes to which the shareholder's
shares are normally entitled, or distribute the shareholder's votes on the same
principle among the candidates as the shareholder thinks fit. Under California
law, a shareholder can cumulate votes only if the candidate's names have been
placed in nomination prior to the voting and the shareholder has given notice at
the meeting prior to voting of the shareholders' intention to cumulate the
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination.
Discretionary authority to invoke cumulative voting and to cumulate
votes represented by Proxies is solicited by the Board of Directors because, in
the event nominations are made in opposition to the nominees of the Board of
Directors, it is the intention of the persons named as proxies in the enclosed
Proxy to cumulate votes represented by Proxies for individual nominees in
accordance with their best judgment allocated among as many of the five nominees
of the Board of Directors as possible, unless such authority is withheld as to
any nominee. In that event, those votes will be cumulated for the remaining
nominees of the Board of Directors.
If cumulative voting is invoked by any shareholder in accordance with
California law, shareholders who attend the meeting and vote in person will be
entitled to personally exercise their right to cumulate votes among the nominees
for director. However, because a shareholder who votes by Proxy grants the
proxies discretionary authority to cumulate votes, the proxies and not the
shareholder who has executed a Proxy will have the sole authority to cumulate
votes, unless the shareholder revokes the Proxy and votes in person at the
meeting.
QUORUM
The presence at the Annual Meeting of the holders of a number of shares
of the Company's common stock and proxies representing the right to vote shares
of the Company's common stock in excess of one-half of the number of shares of
the Company's common stock outstanding as of the record date will constitute a
quorum for transacting business.
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<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of January 26, 1999,
with respect to the ownership of the Company's common stock by: (i) each person
known by the Company to be the beneficial owner of more than 5% of the Company's
common stock; (ii) by each director; (iii) by each nominee for director; and
(iv) by all officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership(2) of Class
------------------- ----------------------- ---------
<S> <C> <C>
Lawrence R. McNamee 983,890(3) 42.2%
Joseph S. Romance 164,329(4) 8.2%
Carson T. Richert 207,587(5) 10.3%
Peter D. Bundy 50,000 2.5%
Robert B. Thompson 20,000(6) 1.0%
Raymond Kruzek 122,813 6.2%
Mercy Gingrich 120,286(7) 6.0%
All Directors and Officers
as a group (7 persons) 1,668,905(8) 69.2%
</TABLE>
- ---------------
(1) The address of each named person is 1335 South Acacia Avenue,
Fullerton, California 92831.
(2) Unless otherwise indicated, each person has sole voting and investment
power over the common stock shown as beneficially owned, subject to
community property laws where applicable and the information contained
in footnotes to this table.
(3) Includes 346,666 shares issuable pursuant to stock options all of which
are currently exercisable.
(4) Includes 138,434 shares, including 57,372 shares held in a living trust
with his wife, over which Mr. Romance may be deemed to have shared
investment power, an aggregate of 5,895 shares owned by his immediate
family, and 20,000 shares issuable pursuant to presently exercisable
stock options.
(5) Includes 30,000 shares issuable pursuant to presently exercisable stock
options.
(6) Includes 20,000 shares issuable pursuant to presently exercisable stock
options.
(7) Includes 10,000 shares issable pursuant to presently exercisable stock
options.
(8) Includes 426,666 shares issuable pursuant to presently exercisable
stock options.
-3-
<PAGE>
MATTERS TO BE ACTED UPON
ITEM 1: ELECTION OF DIRECTORS
DIRECTORS
The Company's Bylaws give the Board the power to set the number of
directors at no less than three nor more than seven. The size of the Company's
Board is currently set at five. The directors so elected will serve until the
next Annual Meeting of Shareholders. Five (5) directors are to be elected at the
Annual Meeting to be held on April 15, 1999. All of the nominees are currently
directors of the Company. The Board knows of no reason why any nominee for
director would be unable to serve as a director. In the event that any of them
should become unavailable prior to the Annual Meeting, the proxy will be voted
for a substitute nominee or nominees designated by the Board of Directors, or
the number of directors may be reduced accordingly.
The following table sets forth the name and age of each nominee for
director, the year he was first elected a director and his position(s) with the
Company.
NAME AGE DIRECTOR SINCE POSITION(S) HELD
- ---- --- -------------- -----------------
Lawrence R. McNamee 67 1991 Chairman of the Board
and Chief Executive
Officer
Carson T. Richert 58 1972 President and Director
Joseph S. Romance 67 1972 Director
Peter Bundy 67 1995 Director
Robert B. Thompson 63 1996 Director
LAWRENCE McNAMEE joined the Company in September 1990 and was elected
Chairman of the Board of Directors in March 1991. Mr. McNamee has 14 years prior
experience in working as a consultant with companies in turnaround management.
Mr. McNamee was previously associated with Booz-Allen and Hamilton and Arthur P.
Little, Inc.
CARSON T. RICHERT was a founder of the Company and has been a director
since its incorporation in 1972. Mr. Richert was Vice President - Marketing of
the Company from 1972 until 1981 when he was elected Executive Vice President.
Mr. Richert was elected President in August 1990. Carson T. Richert and Joseph
S. Romance are first cousins.
JOSEPH S. ROMANCE was a founder of the Company and was the Chairman of
the Board of Directors from the Company's incorporation 1972 until March of
1991. From 1972 to October 1980 and again from July 1981 to February 1988, he
also served as President. Joseph S. Romance and Carson T. Richert are first
cousins.
PETER D. BUNDY was elected to the Board of Directors in January 1995.
Mr. Bundy is an investor and consultant. His expertise is in marketing. He was a
partner with Howard Hirsh Group, a designer and manufacturer of several apparel
lines. Prior to that he was a Vice President of Associated Department Stores.
ROBERT B. THOMPSON was elected to the Board of Directors in July 1996.
Mr. Thompson is Vice Chairman and a Director of InspecTech, Inc., a company
engaged in the business of providing and franchising building inspection
services in connection with the transfer of real property. Mr. Thompson is also
an investor and consultant with expertise in the banking industry. Mr. Thompson
has previously served as President of Western Federal Bank in California.
-4-
<PAGE>
The executive officer of the Company as of January 26, 1999 who is
not also a director is as follows:
MERCY GINGRICH, the Secretary of the Company, age 57, who has been the
Secretary of the Company since September 1990. Ms. Gingrich joined the Company
in June 1990 and has held positions of Administrative Assistant and Director of
Human Resources within the Company.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended September 30, 1998, there were four
meetings of the Board of Directors. No director was absent from more than one
meeting. In addition, actions were taken with the unanimous written consent of
the directors. The Board of Directors does not have a standing nominating
committee. Nominating functions are performed by the entire Board of Directors.
Joseph S. Romance, Peter D. Bundy and Robert B. Thompson, the Company's three
outside directors, serve on the Company's audit committee and compensation
committee. All committee members attended the one compensation and audit
committee meeting held during the fiscal year ended September 30, 1998.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth the compensation (cash and non cash),
for the Chief Executive Officer and all the executive officers who earned in
excess of $100,000 per annum during any of the Company's last three fiscal
years.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------------------- ----------------------
Securities
Underlying
Restricted Stock
Name and Stock Options
Principal Fiscal Other Annual Awards LTIP All Other
Position Year Salary Bonus($) Compensation($) ($) (#) Payouts($) Compensation
--------- ------ ------- -------- --------------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence R. McNamee 1998 $103,200 --- --- --- --- --- ---
Chairman of the Board 1997 $98,800 --- --- --- --- --- ---
and Chief Executive 1996 $98,800 --- $4,090(1) --- --- --- ---
Officer
</TABLE>
- ----------
(1) Other compensation consists of 113,598 shares of common stock issued in
accordance with the Company's plan of reorganization at a value of $.036 per
share for unpaid wages.
-5-
<PAGE>
OPTION EXERCISE AND FISCAL YEAR-END VALUES
<TABLE>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND OPTION VALUES AT SEPTEMBER 30, 1998
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options "In-the-Money" Options at
at September September
1998(#) 1998($)(1)
-------------------------- ----------------------------
Shares Acquired
on
Exercise Value
Name (Shares) Realized($) Exercisable Unexercisable Exercisable(2) Unexercisable
------------------- ---------------- ----------- ----------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence R. McNamee --- --- 346,666 --- $558,999 ---
</TABLE>
- --------------------
(1) Options are "in-the-money" at the fiscal year end if the fair market
value of the underlying securities on such date exceeds the exercise or
base price of the option.
(2) The fair market value of unexercised "in-the-money" options was based
on trading prices for the Company's shares at September 30, 1998. The
Company's common stock is thinly traded and it is not possible to
determine the accuracy of this fair market value projection.
DIRECTOR COMPENSATION
Directors who are not directly employed by the Company receive a fee of
$250 quarterly for their attendance at board meetings. All directors are
reimbursed for expenses connected with attendance at the meetings of the Board
of Directors.
EMPLOYMENT AGREEMENT
Lawrence R. McNamee is employed under a renewable one year employment
agreement commencing January 1, 1991 pursuant to which he is entitled to earn an
annual salary of $156,000.
OTHER MANAGEMENT TRANSACTIONS WITH THE COMPANY
In April 1994, Lawrence R. McNamee and Operation Phoenix, a partnership
of which directors, officers and employees and an outside investor were
partners, loaned the Company $150,000 and $200,000, respectively, bearing
interest at the rate of 10% per annum due in June 1995. As a part of the
Company's reorganization, these loans were converted to common stock. On
February 20, 1996, upon conversion of the loan, the Company issued 380,818
shares to Mr. McNamee and 571,277 shares to the participants in Operation
Phoenix, some of whom were directors and/or officers of the Company.
-6-
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The executive compensation philosophy of the Company is to (i) attract
and retain qualified management to run the business efficiently and guide the
Company's growth in both existing and new markets throughout the country, (ii)
establish a link between management compensation and the achievement of the
Company's annual and long-term performance goals, and (iii) recognize and reward
individual initiative and achievement.
BASE SALARIES
Base salaries for new management employees are based primarily on the
responsibilities of the position and the experience of the individual, with
reference to the competitive marketplace for management talent, which is
measured in terms of executive compensation offered by comparable companies in
related businesses.
STOCK OPTIONS
The Company has granted stock options to its Chief Executive Officer as
part of his employment agreement. The option exercise prices were equal to the
fair market value of the Company's common stock on the grant date and the
options are fully vested. The exercise price of the options was subsequently
adjusted as described under the caption "Employment Agreement" above. No options
have been exercised to date. Because the amount of compensation which will be
realized from these options is directly related to the price of the Company's
stock, this form of compensation is directly related to the performance of the
Company and the results of its operations.
CONCLUSION
Through the option described above, a significant portion of the
Company's Chief Executive Officer's compensation is linked directly to Company
performance. The Compensation Committee will continually review all compensation
practices and make changes as appropriate.
Sincerely,
Joseph S. Romance
Peter D. Bundy
Robert B. Thompson
COMPENSATION COMMITTEE
-7-
<PAGE>
ITEM 2: OTHER MATTERS
Except for the matters referred to in the accompanying Notice of Annual
Meeting, management does not intend to present any matter for action at the
Annual Meeting and knows of no matter to be presented at the meeting that is a
proper subject for action by the shareholders. However, if any other matters
should properly come before the meeting, it is intended that votes will be cast
pursuant to the authority granted by the enclosed Proxy in accordance with the
best judgment of the person or persons acting under the Proxy.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the fiscal year ended
September 30, 1998 were Cacciamatta Accountancy Corporation, Independent Public
Accountants. A representative of that firm is expected to be present at the
meeting and will be available to make a statement or respond to appropriate
questions.
ANNUAL REPORT
The annual report to shareholders covering the Company's fiscal year
ended September 30, 1998 is being mailed to shareholders with this Proxy
Statement. The Company's annual report on Form 10-K under the Securities
Exchange Act of 1934 for the year ended September 30, 1998, including the
financial statements and schedules thereto, which the Company has filed with the
Securities and Exchange Commission will be made available to beneficial owners
of the Company's securities upon request. The annual report does not form any
part of the material for the solicitation of the Proxy.
SHAREHOLDER PROPOSALS
All shareholder proposals that are intended to be presented at the 1999
Annual Meeting of shareholders and to be included in the proxy materials for
that meeting should be received by the Company's Secretary not later than
January 28, 2000. If the Company receives notice of a shareholder proposal to be
voted on at the next Annual Meeting of Shareholders after January 28, 2000, the
persons named as proxies in the Company's proxy statement and form for such
meeting will have discretionary authority to vote on the proposal.
REQUEST TO RETURN PROXIES PROMPTLY
A Proxy is enclosed for your use. Please mark, date, sign and return
the Proxy at your earliest convenience. The Proxy requires no postage if mailed
in the United States in the postage-paid envelope provided. A prompt return of
your Proxy will be appreciated.
By Order of the Board of Directors,
Mercy Gingrich,
Secretary
Fullerton, California
March 15, 1999
-8-
<PAGE>
RADIANT TECHNOLOGY CORPORATION PROXY - 1998 ANNUAL MEETING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING APRIL 15, 1999
The undersigned, a shareholder of Radiant Technology Corporation, a California
corporation, appoints Mercy Gingrich his, her or its true and lawful agents and
proxies, with full power of substitution, to vote all the shares of stock that
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of Radiant Technology Corporation to be held at its
corporate office, 1335 South Acacia Avenue, Fullerton, California 92831, on
Thursday, April 15, 1999, at 1:00 p.m., and any adjournment thereof, with
respect to the following matters which are more fully explained in the Proxy
Statement of the Company dated March 15, 1999 receipt of which is acknowledged
by the undersigned:
ITEM 1: ELECTION OF DIRECTORS.
______ FOR all nominees ______ WITHHOLD AUTHORITY
(Except as listed below.) (As to all nominees.)
NOMINEES: LAWRENCE R. MCNAMEE, CARSON T. RICHERT, JOSEPH S.
ROMANCE, PETER D. BUNDY AND ROBERT B. THOMPSON.
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write that nominee's name in the
space provided below.
_____________________________________________
ITEM 2: OTHER MATTERS. The Board of Directors at present knows of no
other matters to be brought before the Annual Meeting.
This proxy will be voted in accordance with the instructions given. If no
direction is made, the shares represented by this proxy will be voted FOR the
election of the directors nominated by the Board of Directors and will be voted
in accordance with the discretion of the proxies upon all other matters which
may come before the Annual Meeting.
DATED:____________________________, 1999
--------------------------------------------
Signature of Shareholder
--------------------------------------------
Signature of Shareholder
PLEASE SIGN AS YOUR NAME APPEARS ON THE PROXY
Trustees, Guardians, Personal and other Representatives,
please indicate full titles.
IMPORTANT: PLEASE VOTE, DATE, SIGN AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE
