<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 Section 240.14a-11(c) or Section 240.14a-12
LOGICON
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF LOGICON]
TORRANCE, CALIFORNIA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MONDAY, AUGUST 7, 1995
TO THE STOCKHOLDERS OF LOGICON, INC.
The Annual Meeting of Stockholders of Logicon, Inc. will be held in the Palos
Verdes Room, the Westin Bonaventure Hotel, 404 South Figueroa Street, Los
Angeles, California, on Monday, August 7, 1995, at 10:30 a.m. Pacific Daylight
Savings Time, to consider and act upon the following matters:
(1) the election of two Directors;
(2) such other business as may properly come before the meeting.
The Board of Directors, pursuant to the By-Laws, has set June 1, 1995, at the
close of business, as the record date for the meeting. Only stockholders of
record of the Company on the record date will be entitled to receive notice of,
and to vote at, the meeting and any adjournments thereof. All stockholders are
cordially invited to attend the meeting in person.
A complete list of stockholders entitled to vote at the meeting will be open
for examination by any stockholder for ten days prior to the meeting, at the
office of the Assistant Secretary, 3701 Skypark Drive, Suite 200, Torrance,
California 90505, during regular business hours.
By Order of the Board of Directors of
LOGICON, INC.
/s/ E. BENJAMIN MITCHELL, JR.
E. BENJAMIN MITCHELL, JR.
Secretary
June 26, 1995
IT IS DESIRABLE THAT AS MANY AS POSSIBLE OF THE STOCKHOLDERS BE REPRESENTED
AT THE MEETING. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON, PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY. YOU MAY REVOKE OR CHANGE
YOUR PROXY AT ANY TIME BEFORE THE VOTING. IF YOU ATTEND THE MEETING YOU MAY
REVOKE YOUR PROXY AND VOTE IN PERSON. A RETURN ENVELOPE IS ENCLOSED FOR YOUR
USE AND NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. PLEASE RESPOND
AS SOON AS POSSIBLE.
<PAGE>
[LOGO OF LOGICON]
3701 SKYPARK DRIVE
TORRANCE, CALIFORNIA 90505
(310) 373-0220
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
PROXY STATEMENT
(APPROXIMATE DATE OF MAILING--JUNE 26, 1995)
----------------
GENERAL INFORMATION
Your Proxy in the enclosed form is solicited by the Board of Directors of
Logicon, Inc. (the "Company") for use at its Annual Meeting of Stockholders to
be held on August 7, 1995, and any postponement or adjournment thereof, for the
purposes set forth in the foregoing Notice of Annual Meeting of Stockholders.
The 6,784,153 shares of common stock outstanding as of June 1, 1995, are the
only voting securities issued by the Company. Each stockholder of record at the
close of business on June 1, 1995, is entitled to one vote for each share then
held. The holders of a majority of the shares entitled to vote, which are
present or represented by Proxy, will constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of
business.
Any stockholder giving a Proxy may revoke it at any time before it is
exercised by filing with the Secretary of the Company an instrument revoking
the Proxy or substituting a duly executed Proxy bearing a later date. Any Proxy
given by a stockholder will be revoked automatically if the stockholder who has
given the Proxy is present at the meeting and elects to vote in person. Unless
revoked, the Proxy will be voted as specified therein.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO ANY
STOCKHOLDER UPON WRITTEN REQUEST TO THE COMMUNICATIONS DEPARTMENT AT THE
COMPANY'S ADDRESS ABOVE.
I. ELECTION OF DIRECTORS
NOMINEES AND VOTING
The By-Laws provide for a seven-member Board of Directors that is divided
into three classes. Two Directors for Class II are to be elected to serve until
the 1998 Annual Meeting of Stockholders. The terms of the other five Directors
do not expire until 1996 or 1997.
The Board of Directors has nominated the two individuals indicated as
nominees below, and the shares represented by Proxies solicited by the Board of
Directors will be voted, unless otherwise directed, for these two individuals.
Should any of the nominees fail to accept nomination at the meeting, the
Proxies solicited by the Board of Directors will be voted for the remaining
nominees, and for such other person(s) as the Nominating Committee may
nominate, or the size of the Board will be reduced. Stockholders may nominate
<PAGE>
persons to the Board of Directors if done in compliance with the provisions of
the Company's By-Laws. The affirmative vote of the holders of a majority of the
shares of common stock, which are present or represented and entitled to vote
at the Annual Meeting, or any adjournment thereof, is required in order to
elect the nominees listed below. Abstentions and broker non-votes will not
count towards the election of these nominees.
The Board of Directors does not know of any matters to be voted upon at the
Annual Meeting other than as listed in the Notice of Annual Meeting of
Stockholders and discussed herein. However, if other matters properly come
before the meeting or any adjournments thereof, the persons named in the Proxy
will vote the shares represented by the Proxy as directed by the Board of
Directors. Stockholders may properly bring business before the meeting if done
in compliance with the provisions of the Company's By-Laws.
Biographical information concerning each of the nominees and Directors
continuing in office is presented below:
Nominees for Directors for Three-Year Term Ending 1998, Class II:
CHARLES F. SMITH (age 62, Director since 1993). On June 1, 1993 Mr. Smith was
elected to Class II of the Board of Directors. Since 1983 Mr. Smith has been
the President and Chief Executive Officer of Charles F. Smith & Co., Inc. He
also serves on the Board of Directors of FirstFed Financial Corporation and
Trans Ocean, Ltd.
ROLAND R. SPEERS (age 61, Director since 1977). Mr. Speers, formerly a
partner at the law firm of Speers, Dana, Teal, Balfour & MacDonald, now has his
own law practice.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE TWO
NOMINEES NAMED ABOVE.
Directors Whose Terms Expire in 1996, Class III
DR. CHARLES T. HORNGREN (age 68, Director since 1993). On June 1, 1993 Dr.
Horngren was elected to Class III of the Board of Directors. Dr. Horngren has
been the Edmund W. Littlefield Professor of Accounting at Stanford University
since 1966 and presently serves on the Board of Directors of American Building
Maintenance Industries, Inc.
W. EDGAR JESSUP, JR. (age 72, Director since 1969). For more than five years
Mr. Jessup has been a partner in the law firm of Ervin, Cohen & Jessup, the
firm which has been counsel to the Company since its formation in 1961.
JOHN R. WOODHULL (age 61, Director since 1965). Mr. Woodhull has served as
President and Chief Executive Officer of the Company for more than the past
five years. He also serves on the Boards of Directors of Sunrise Medical, Inc.
and FirstFed Financial Corporation.
Directors Whose Terms Expire in 1997, Class I
J.R. JOHNSON (age 74, Director since 1977). Mr. Johnson has served as
President of NEWMAR for more than five years. He also serves on the Board of
Directors of Hollywood Park, Inc.
2
<PAGE>
ROBERT G. WALDEN (age 70, Director since 1989). On October 12, 1989 Mr.
Walden was elected to Class I of the Board of Directors. From 1977 to
September, 1989 Mr. Walden was Senior Vice President and Chief Financial
Officer of the Company.
BOARD COMPENSATION AND BENEFITS
Non-Employee Directors are compensated at the rate of $1,300 per month, plus
$1,300 for each Board or committee meeting attended. Additionally, under
agreements entered into on December 9, 1994, Non-Employee Directors retire at
age 75. Under the terms of these agreements, which replace the previous
agreements of February 7, 1992, Non-Employee Directors who have five or more
years of service and resign or retire may elect to continue serving as a
Director Emeritus to provide consulting services from time to time as
requested. Under the terms of the agreements, a former Director will be
entitled to receive amounts for a period equal to the lessor of 120 months or
the number of months of service provided as a Non-Employee Director. The amount
of the payment is based on the monthly amount that the former Director was
receiving at the time of his retirement.
Effective August 2, 1994 Dr. Allen E. Puckett retired from the Board of
Directors after reaching the age of 75. Dr. Puckett served on the Board of
Directors since 1988. Pursuant to the terms of his agreement Dr. Puckett
received a retirement payment of $51,708.
Effective January 3, 1995, Robert S. Dickerman retired from the Board of
Directors after reaching the age of 75. Mr. Dickerman, who served on the Board
of Directors since 1977, received a payment of $107,011.
Under the Company's 1991 Stock Option Plan for Non-Employee Directors each
person serving as a Non-Employee Director on February 8, 1991 received a grant
of stock options for 6,500 shares of common stock of the Company at the fair
market value of such shares on that date. In addition, each Non-Employee
Director received a grant of stock options for 750 shares of common stock of
the Company at the fair market value of such shares on February 8, 1994, and
will receive the same number of shares each February 8 thereafter until the end
of the plan on February 8, 2001. The plan also provides that, from August 5,
1991 until February 8, 2001, each new Non-Employee Director first elected after
February 8, 1991 will receive a one-time grant of stock options on the date of
such election for 6,500 shares of common stock of the Company at the fair
market value of such shares on that date. All of the above stock options will
have a term of five years from the date of grant and will generally not become
exercisable until two years from that date.
COMMITTEES OF THE BOARD
The Board of Directors held seven meetings during the fiscal year ended March
31, 1995. During that period, overall attendance at Board and Committee
meetings was greater than 98%.
The Audit Committee, which held two meetings during Fiscal Year 1995,
consists of Messrs. Horngren, Jessup, Speers and Walden. The Audit Committee
meets with the Company's independent accountants, reviews external and internal
audit plans and the Company's financial controls, and reviews and approves in
advance the scope of the audit and estimated fees for such audit services.
The Executive Committee, which did not meet during Fiscal Year 1995, consists
of Messrs. Jessup, Smith, Speers and Woodhull. The Executive Committee acts on
behalf of the Board as appropriate.
3
<PAGE>
The Nominating Committee, which did not meet during Fiscal Year 1995,
consists of Messrs. Johnson, Smith, Speers and Woodhull. The Nominating
Committee selects nominees for election to the Board.
The Executive Compensation Committee, which held three meetings during Fiscal
Year 1995, consists of Messrs. Johnson, Smith and Speers. The Executive
Compensation Committee reviews and establishes remuneration arrangements for
the Executive Officers of the Company.
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No current Executive Officer of the Company serves on the Executive
Compensation Committee and there are no "interlocks", as defined by the
Securities and Exchange Commission.
II. EXECUTIVE COMPENSATION COMMITTEE REPORT
This report is furnished by the Executive Compensation Committee of the Board
of Directors of Logicon, Inc. (the "Executive Compensation Committee") which is
composed of the individuals listed below who are outside directors with
responsibility for setting the policies and overseeing the administration of
all compensation matters for the Executive Officers of the Company.
The Executive Officer compensation program has been designed to provide
Executive Officers with total direct compensation which is competitive with
companies of similar size having comparable performance and serving similar
markets. The objectives of the program are to:
. Enhance stockholder value;
. Motivate the Executive Officers to achieve long-term business goals and
reward them accordingly;
. Provide compensation opportunities which are competitive to those
offered by employers of comparable size, thus allowing the Company to
compete for and retain talented executives who are critical to the long-
term success of the Company; and
. Align the interests of Executive Officers with the long-term interests
of stockholders through award opportunities that can result in ownership
of common stock.
The Executive Compensation Committee has employed independent compensation
specialists to help design the total direct compensation program and to verify
that compensation levels are competitive with companies of similar size and
with similar performance. In addition, the Executive Compensation Committee
tests its actions against compensation survey information which the Company
purchases.
The Executive Compensation Committee is aware that the Internal Revenue Code
restricts Corporate tax deductions for certain compensation paid to executive
officers of publicly held companies.
THE EXECUTIVE COMPENSATION PROGRAM
Compensation paid the Executive Officers in Fiscal Year 1995, as reflected in
the Summary Compensation Table, consisted of the following elements: base
salary, annual bonus, restricted stock purchased, performance units and amounts
under certain employee benefit plans.
4
<PAGE>
ANNUAL COMPENSATION PROGRAM
The annual compensation for Executive Officers consists of a base salary and
an annual bonus. The total value of the salary and bonus is designed to be
competitive with other companies of a similar size and performance. Such
compensation, which is established with the assistance of independent
compensation specialists, is deemed to be competitive if it is within ten
percent of the median for similar sized companies. The annual bonus is
determined by the performance of the executive and his operating unit and
although the actual amount of the bonus is subjective, the Executive
Compensation Committee considers several factors consisting of profits,
bookings, use of capital, achievement of goals and a discretionary element.
LONG-TERM COMPENSATION PROGRAM
Restricted Stock Purchase Plan
Sales of restricted stock to Executive Officers under the 1979 Restricted
Stock Purchase Plan are designed to align the long-term interests of the
Company's Executive Officers and it's stockholders. Under the Restricted Stock
Purchase Plan the Executive Compensation Committee selects the employees who
are eligible to purchase stock under the terms of the plan and determines the
number of shares available for purchase. The employees selected are entitled to
purchase "restricted" shares of the Company's common stock at a discount from
market value. Generally, the restriction (which prevents the stock from being
sold) is removed from a percentage of the shares after the date of purchase.
However, legends prohibiting transfers remain on the certificates and are not
removed until loans which may have been made by the Company to the participant
in connection with the purchase of the shares have been satisfied. The
Executive Compensation Committee has full discretion in determining the
percentage restriction and loan requirements with respect to the Restricted
Stock Purchase Plan.
Sales of restricted stock to Executive Officers are determined as part of the
total direct compensation package with the assistance of independent
compensation specialists. In determining the number of shares of restricted
stock to be sold to Executive Officers, the Executive Compensation Committee
takes into account the Executive Officer's level of responsibility and
practices of other companies. The Executive Compensation Committee does not
take into consideration restricted stock previously purchased by the Executive
Officer.
Performance Units Plan
The Performance Units Plan represents a second element of an Executive
Officer's long-term compensation. Under the plan, Executive Officers and key
management employees may receive awards, made by the Executive Compensation
Committee, which represent the right to receive a cash payment at the end of an
"incentive period" of three consecutive fiscal years commencing with the first
day of the fiscal year in which the units are awarded. The amount of payment
depends on the Company's cumulative earnings per share over the three year
period and the number of units awarded.
In awarding the performance units, which are considered as part of the
Executive Officer's total compensation package, the Executive Compensation
Committee takes into account the Executive Officer's level of responsibility
and competitive practices of other companies.
5
<PAGE>
MR. WOODHULL'S FISCAL YEAR 1995 COMPENSATION
The total compensation package provided to Mr. Woodhull in Fiscal Year 1995
consisted of a base salary, annual bonus, restricted stock purchased,
performance units and amounts under certain employee benefit plans. The total
direct compensation package is designed to be competitive with other companies
of a similar size and is established with the assistance of independent
compensation specialists.
Mr. Woodhull's total annual compensation (salary plus annual bonus) is
designed to be competitive with companies of a similar size. Although the
actual amount of Mr. Woodhull's annual bonus is subjective, the Executive
Compensation Committee considers the overall financial performance of the
Company and his individual performance as an executive officer.
The long-term portion of Mr. Woodhull's compensation package consists of
performance units and restricted stock. The value of the long-term awards is
designed to be consistent with competitive practices of similar sized
companies. Compensation specialists have been retained by the Executive
Compensation Committee to provide recommendations regarding competitive
practices of similar sized companies. These recommendations have been taken
into consideration by the Executive Compensation Committee in determining Mr.
Woodhull's long-term compensation consistent with competitive practices.
The Executive Compensation Committee believes that the sale of restricted
stock to Mr. Woodhull encourages long-term performance while aligning
stockholder and management interests regarding the value of the common stock.
The Executive Compensation Committee does not take into consideration
restricted stock previously purchased by Mr. Woodhull. The performance units
incentivize management to achieve long-term earnings performance. The amount of
payment depends on the Company's cumulative earnings per share over the three
year period and the number of units awarded.
SUBMITTED BY THE EXECUTIVE COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS:
J.R. Johnson Charles F. Smith Roland R. Speers
6
<PAGE>
The following table summarizes the total compensation of the Chief Executive
Officer and the four other most highly compensated Executive Officers of the
Company ("the Named Executive Officers") for Fiscal Year 1995, as well as the
total compensation paid to each such individual for the Company's two previous
fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------- --------------------- ---------
OTHER LONG-TERM ALL
ANNUAL RESTRICTED INCENTIVE OTHER
COMPEN- STOCK STOCK PLAN COMPEN-
NAME AND FISCAL SATION PURCHASED OPTIONS PAYOUTS SATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($)(1) ($)(2) (SHARES) ($) ($)
------------------ ------ ---------- --------- ------- ---------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John R. Woodhull 1995 $310,740 $300,000 -- $121,800(3) None $165,103 $70,670(8)
President & Chief 1994 296,916 275,000 -- 110,938 None 307,200 68,327
Executive Officer 1993 282,472 275,000 -- 112,500 None 273,773 59,537
Frank T. Cummings 1995 208,827 91,500 -- 51,100(4) None 73,280 36,816(9)
Vice President 1994 199,328 77,000 -- 48,813 None 136,000 32,576
1993 188,856 72,000 -- 56,250 None 121,487 30,507
James E. Dalton 1995 209,088 92,500 -- 51,100(5) None 73,878 33,324(10)
Vice President 1994 199,844 89,000 -- 48,813 None 139,800 30,625
1993 189,778 95,000 -- 56,250 None 125,289 36,165
Dr. James Harvey 1995 208,724 103,000 -- 51,100(6) None 73,280 59,536(11)
Vice President 1994 199,328 101,000 -- 48,813 None 136,000 76,419
1993 188,856 101,000 -- 56,250 None 117,874 76,424
Ralph L. Webster 1995 179,232 88,000 -- 44,100(7) None 61,913 25,215(12)
Vice President & 1994 169,780 85,000 -- 42,156 None 116,000 24,753
Chief Financial Officer 1993 159,464 85,000 -- 56,250 None 102,284 21,632
</TABLE>
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(1) Where dashes are indicated, there is no requirement to report.
(2) Dividends are paid at the same rate paid to all stockholders.
(3) As of the last day of Fiscal Year 1995, Mr. Woodhull held in the aggregate
29,900 shares of restricted stock with a net pre-tax value of $459,750
(equal to the market price of the shares less consideration paid by Mr.
Woodhull).
(4) As of the last day of Fiscal Year 1995, Mr. Cummings held in the aggregate
12,800 shares of restricted stock with a net pre-tax value of $198,063
(equal to the market price of the shares less consideration paid by Mr.
Cummings).
(5) As of the last day of Fiscal Year 1995, Mr. Dalton held in the aggregate
38,800 shares of restricted stock with a net pre-tax value of $946,563
(equal to the market price of the shares less consideration paid by Mr.
Dalton).
(6) As of the last day of Fiscal Year 1995, Dr. Harvey held in the aggregate
28,000 shares of restricted stock with a net pre-tax value of $614,263
(equal to the market price of the shares less consideration paid by Dr.
Harvey).
7
<PAGE>
(7) As of the last day of Fiscal Year 1995, Mr. Webster held in the aggregate
22,750 shares of restricted stock with a net pre-tax value of $493,325
(equal to the market price of the shares less consideration paid by Mr.
Webster).
(8) Includes (i) $13,318 allocated by the Company to Mr. Woodhull's account
under the Company's Profit Sharing Plan; (ii) a $40,087 payment equal to
the lost Company Profit Sharing Plan allocation caused by IRS limitations;
(iii) $9,322 allocated by the Company to Mr. Woodhull's account under the
Company's Employee Stock Purchase Plan; and (iv) the portion of the Group
Term Life Insurance Premium reportable as income $7,943.
(9) Includes (i) $13,318 allocated by the Company to Mr. Cummings' account
under the Company's Profit Sharing Plan; (ii) a $13,971 payment equal to
the lost Company Profit Sharing Plan allocation caused by IRS limitations;
(iii) $6,265 allocated by the Company to Mr. Cummings' account under the
Company's Employee Stock Purchase Plan; and (iv) the portion of the Group
Term Life Insurance Premium reportable as income $3,262.
(10) Includes (i) $11,155 allocated by the Company's subsidiary, Logicon R & D
Associates ("Logicon RDA"), to Mr. Dalton's account under the Logicon RDA
Profit Sharing Plan; (ii) a $11,013 payment equal to the lost Logicon RDA
Profit Sharing Plan allocation caused by IRS limitations; (iii) $6,036
allocated by the Company to Mr. Dalton's account under the Company s
Employee Stock Purchase Plan; and (iv) the portion of the Group Term Life
Insurance Premium reportable as income $5,120.
(11) Includes (i) $7,385 allocated by the Company's subsidiary, Logicon Eagle
Technology, Inc., to Dr. Harvey's account under the Logicon Eagle
Technology Profit Sharing Plan; (ii) a $7,863 payment equal to the lost
Logicon Eagle Technology Profit Sharing Plan allocation caused by IRS
limitations; (iii) $6,026 allocated by the Company to Dr. Harvey's account
under the Company's Employee Stock Purchase Plan; (iv) the portion of the
Group Term Life Insurance Premium reportable as income $3,262; and (v)
$35,000 paid to Dr. Harvey under an employment agreement entered into on
July 21, 1989 in connection with the acquisition of Eagle Technology, Inc.
Under the terms of that agreement the Company paid Dr. Harvey amounts in
lieu of retirement income owed Dr. Harvey by Eagle Technology, Inc. under
a previous agreement. The employment agreement provides for payments to be
made to Dr. Harvey for five years following July 21, 1989.
(12) Includes (i) $13,318 allocated by the Company to Mr. Webster's account
under the Company's Profit Sharing Plan; (ii) a $10,142 payment equal to
the lost Company Profit Sharing Plan allocation caused by IRS limitations;
and (iii) the portion of the Group Term Life Insurance Premium reportable
as income $1,755.
III. STOCK OPTIONS
Under the Company's 1992 lncentive Stock Option Plan, key employees are
selected by the Executive Compensation Committee to receive option awards to
purchase the Company's common stock at a price fixed to the market price on the
date of the option award. In general, the options are exercisable in full after
three years of continuous employment with the Company and have a term of five
years. The options awarded under this plan are intended to be incentive stock
options as that term is defined by Section 422(A) of the Internal Revenue Code.
8
<PAGE>
During Fiscal Year 1995 there were no stock options granted to any of the
Named Executive Officers of the Company.
The following table summarizes option exercises during Fiscal Year 1995 by
the Named Executive Officers, and the value of the options held by such persons
at the end of Fiscal Year 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES (1)
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT END OPTIONS AT END
OF FISCAL YEAR OF FISCAL YEAR
1995 (#) 1995 ($)
-------------- --------------
SHARES ACQUIRED VALUE RECEIVED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
John R. Woodhull........ 8,012 $178,267 0/0 $ 0/0
Frank T. Cummings....... 3,182/0 81,936/0
James E. Dalton......... 3,298/0 84,923/0
Dr. James F. Harvey..... 0/0 0/0
Ralph L. Webster........ 1,728/0 44,496/0
</TABLE>
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(1) The Fiscal Year end per share value of the Company's stock was $33.25.
IV. OTHER REMUNERATION PLANS
Logicon has several benefit plans for employees and Executive Officers. The
following narrative briefly describes each of the benefit plans in which the
Executive Officers may participate:
Logicon has a Profit Sharing Plan intended to provide benefits to qualifying
long-term employees. Generally, eligible employees participate in this plan
commencing one year after the date of their initial employment, subject to
certain dollar amount limitations. Company contributions (which are determined
annually by the Board of Directors upon review of the Company's financial
condition, its accumulated profits, and expected profits for the fiscal year
just ended) and forfeitures are allocated to participants in proportion to
their compensation and the number of years of a participant's continuous
employment with the Company, and become fully vested seven years after the end
of the fiscal year in which such employment commenced. The amounts allocated
under this plan in Fiscal Year 1995 to the Named Executive Officers accounts
are disclosed in the Summary Compensation Table.
The Company's subsidiary, Logicon R & D Associates ("Logicon RDA") has a
Profit Sharing Plan intended to provide benefits to qualifying long-term
employees. Generally, eligible employees participate in this plan commencing
one year after the date of their initial employment, subject to certain dollar
amount limitations. The Logicon RDA contributions (which are determined
annually by the Logicon RDA Board of Directors upon review of the financial
condition, accumulated profits, and expected profits for the fiscal year just
ended) and forfeitures are allocated to participants in proportion to their
compensation and the number of years of a participant's continuous employment
with Logicon RDA, and become fully vested seven years after the end of the
fiscal year in which such employment commenced. The amount allocated under this
plan in Fiscal Year 1995 to Mr. Dalton's account is disclosed in the Summary
Compensation Table.
9
<PAGE>
The Company's subsidiary, Logicon Eagle Technology, Inc. ("Logicon Eagle
Technology") has a Profit Sharing Plan intended to provide benefits to
qualifying long-term employees. Generally, eligible employees participate in
this plan commencing one year after the date of their initial employment,
subject to certain dollar amount limitations. The Logicon Eagle Technology
contributions (which are determined annually by the Logicon Eagle Technology
Board of Directors upon review of the financial condition, accumulated profits,
and expected profits for the fiscal year just ended) and forfeitures are
allocated to participants in proportion to their compensation and the number of
years of a participant's continuous employment with Logicon Eagle Technology
and become fully vested seven years after the end of the fiscal year in which
such employment commenced. The amount allocated under this plan in Fiscal Year
1995 to Dr. Harvey's account is disclosed in the Summary Compensation Table.
The Company's Employee Stock Purchase Plan allows all eligible employees of
the Company, and of the Company's wholly-owned subsidiaries, to participate.
Amounts voluntarily contributed by a participant may not exceed six percent of
the employee's base salary. Under this plan the Company will contribute 50
cents for each dollar contributed by the employee and apply such funds toward
the purchase of the Company's common stock. An employee must be a participant
in the plan for two years before the Company contribution vests in favor of the
participant. Forfeitures serve to reduce the Company contribution. The amounts
allocated by the Company under this plan in Fiscal Year 1995 to the Named
Executive Officers accounts are disclosed in the Summary Compensation Table.
The Board of Directors has approved, and on April 13, 1993 the Company
entered into executive termination agreements with Frank T. Cummings, James E.
Dalton, Dr. James F. Harvey, Ralph L. Webster, John R. Woodhull and three other
Executive Officers who are not named in the Summary Compensation Table, which
would provide, in substance, that if a change in control of Logicon were to
occur without the Board of Directors approval sometime before the fifth year of
the agreement and the Executive Officer's employment terminated for any reason
whatsoever, he would receive, as severance compensation, a lump sum equal to
three times the sum of his annual salary plus his annual bonus. The annual
salary and annual bonus shall be the most recent amounts established by the
Executive Compensation Committee prior to the change in control. In the event a
change in control occurred during the current fiscal year and all such
Executive Officers ended their employment with the Company or were terminated,
the maximum liability to the Company would be approximately $7,351,524. The
agreements also provide that if a change in control of Logicon were to occur
with the Board of Directors approval sometime before the fifth year of the
agreement and the Executive Officer did not voluntarily terminate his
employment, he would receive monthly payments of one-twelfth (1/12) of the sum
of his annual salary plus his most recent annual bonus paid immediately prior
to the change in control, for a maximum of 24 months after the change in
control.
10
<PAGE>
V. LONG-TERM INCENTIVE PLAN AWARDS TABLE
In 1979 Logicon adopted the Performance Units Plan. Under this plan,
Executive Officers and key management employees may receive awards, made by the
Executive Compensation Committee, which represent the right to receive a cash
payment at the end of an "incentive period" of three consecutive fiscal years
commencing with the first day of the fiscal year in which the units are
awarded. Under the plan the per unit value for awards made in Fiscal Year 1995
will range from $0 to $200 depending on the aggregate per share earnings for
Fiscal Years 1995, 1996 and 1997. Payment under the plan is based on the
cumulative earnings of the Company over the performance period. To receive the
minimum payment of fifty dollars per unit the Company's cumulative earnings
must correspond to a compound growth rate of six percent for the three year
period. To receive a payment of $200 per unit the Company's earnings must
achieve a compound growth rate of twenty percent for the three year period.
PERFORMANCE UNITS PLAN--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-
PERFORMANCE BASED PLANS
OR OTHER ---------------------------
PERIOD UNTIL [50] [200]
NUMBER OF MATURATION OR THRESHOLD TARGET MAXIMUM
NAME UNITS (#) PAYOUT ($ OR #) ($ OR #) ($ OR #)
---- --------- ------------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
John R. Woodhull............ 1,830 March, 1997 $91,500 N/A $366,000
Frank T. Cummings........... 614 March, 1997 30,700 N/A 122,800
James E. Dalton............. 616 March, 1997 30,800 N/A 123,200
Dr. James F. Harvey......... 614 March, 1997 30,700 N/A 122,800
Ralph L. Webster............ 528 March, 1997 26,400 N/A 105,600
</TABLE>
11
<PAGE>
VI. COMMON STOCK PERFORMANCE
As part of the executive compensation information presented in this Proxy
Statement, the Securities and Exchange Commission requires a line graph
presentation comparing cumulative, five-year stockholder returns on an indexed
basis with the S&P 500 Stock Index and either a nationally recognized industry
standard or an index of peer companies selected by the Company. The Board of
Directors has approved the S&P Aerospace/Defense Index which has been used for
purposes of the following performance comparison.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG LOGICON, INC., S&P 500
INDEX & S&P AEROSPACE/DEFENSE INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period LOGICON, S&P S&P
(Fiscal Year Covered) INC. 500 INDEX AEROSPACE/DEFENSE
- ------------------- ---------- --------- -----------------
<S> <C> <C> <C>
Measurement Pt- 1990 $100 $100 $100
FYE 1991 $124.07 $114.41 $108.01
FYE 1992 $182.38 $127.05 $113.7
FYE 1993 $235.88 $146.39 $128.77
FYE 1994 $303.12 $148.55 $167.97
FYE 1995 $395.63 $171.68 $202.3
</TABLE>
Assumes $100 invested on March 31, 1990 and reinvestment of dividends
AEROSPACE/DEFENSE INDEX
<TABLE>
<S> <C> <C> <C>
Boeing Company Lockheed Martin Northrop Grumman Rockwell International
General Dynamics McDonnell Douglas Raytheon Company United Technologies
</TABLE>
There can be no assurance that the Company's stock performance will continue
into the future with the same or similar trends depicted in the graph above.
The Company will not make nor endorse any predictions as to future stock
performance.
12
<PAGE>
VII. CERTAIN TRANSACTIONS
Pursuant to the provisions of the 1979 Restricted Stock Purchase Plan, the
Company has loaned certain amounts to Executive Officers. All such loans are
secured by the stock sold under the plan and are held by the Company until the
loan plus interest (ranging between two and six percent) has been paid off.
For each Executive Officer who had loans outstanding totaling in excess of
$60,000 during Fiscal Year 1995 the amounts shown below reflect (i) the largest
aggregate amount of such loans outstanding at any time during Fiscal Year 1995
and (ii) the loan amounts outstanding as of June 1 1995. For Messrs. Cummings,
Dalton, Hartwick, Harvey, Mitchell, Webster and Woodhull, the amounts are (i)
$327,508, $425,408, $321,973, $314,398, $209,380, $310,288 and $903,235,
respectively, and (ii) $327,508, $392,708, $300,173, $314,398, $206,110,
$261,198 and $816,035, respectively.
VIII. SHARES OWNED BY DIRECTORS AND NAMED EXECUTIVE OFFICERS
The following table shows the number of shares of the Company's common stock
deemed beneficially owned by each Director and Named Executive Officer and by
all Directors and Named Executive Officers as a group on June 1, 1995. The
percentage of ownership is calculated on the number of shares outstanding,
including shares subject to options owned by such group. The shares held in
trust for the benefit of participants in the Employee Stock Purchase Plan are
voted by those Directors and Executive Officers who are the members of the
Administration Committee for the plan (see footnote (3) below). Accordingly,
the 186,517 shares held by the plan on June 1, 1995, have been included as
beneficially owned.
COMMON STOCK DEEMED BENEFICIALLY OWNED
INCLUDING STOCK PURCHASE PLAN SHARES
<TABLE>
<CAPTION>
NAME AMOUNT (1) PERCENTAGE (2)
---- ---------- --------------
<S> <C> <C>
DIRECTORS:
Dr. Charles T. Horngren........................... 12,000 0.2%
W. Edgar Jessup................................... 33,997 0.5
J.R. Johnson...................................... 38,700 0.6
Charles F. Smith.................................. 8,200 0.1
Roland R. Speers.................................. 26,500 0.4
Robert G. Walden.................................. 14,500 0.2
NAMED EXECUTIVE OFFICER AND DIRECTOR:
John R. Woodhull.................................. 473,224(3) 6.9(3)
NAMED EXECUTIVE OFFICERS:
Frank T. Cummings................................. 109,379 1.6
James E. Dalton................................... 59,598 0.9
Dr. James F. Harvey............................... 45,700 0.7
Ralph L. Webster.................................. 69,478 1.0
All Directors and Named Executive Officers as a
Group:............................................. 891,276 13.0
</TABLE>
- --------
(1) These amounts include 82,208 unissued shares subject to options owned by
the Directors and Named Executive Officers. Options awarded prior to the
December 3, 1991 two-for-one split of the Company's stock have been
adjusted.
13
<PAGE>
(2) The shares subject to options described in the preceding footnote were
added to the shares outstanding on June 1, 1995, for purposes of
calculating this percentage.
(3) Includes 186,517 shares held by the Trustee of the Employee Stock Purchase
Plan of Logicon, Inc., representing 2.7% of the total shares outstanding on
June 1, 1995. Mr. Woodhull, as a member of the Employee Stock Purchase Plan
Committee, votes these shares, which are purchased for, but not as yet
distributed to, the participants in the plan.
IX. OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company is not aware of any other person or group who beneficially owned
more than five percent of its outstanding common stock on March 31, 1995.
X. COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
The Company's Executive Officers and Directors are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes in
ownership with the Securities Exchange Commission and the New York Stock
Exchange. Copies of those reports must also be furnished to the Company.
Based solely on a review of the copies of reports furnished to the Company
and written representations that no other reports were required, the Company
believes that during Fiscal Year 1995 all filing requirements applicable to
Executive Officers and Directors have been complied with.
XI. INDEPENDENT ACCOUNTANTS
Price Waterhouse has served as independent accountants for the Company
continuously since 1968 and has again been selected by the Company's Board of
Directors to examine the Company's financial records and statements for the
current fiscal year. Representatives of Price Waterhouse are expected to attend
the Annual Meeting of Stockholders and be available to respond to appropriate
questions. The representatives will also have the opportunity to make a formal
statement if they so desire.
During the fiscal year ended March 31, 1995, the Company's independent
accountants provided services related to the annual audit, which included
reviews of quarterly reports and filings with the Securities and Exchange
Commission, and nonaudit services.
Each year the Audit Committee reviews and approves, in advance, the scope of
the audit and the estimated fees for the annual audit services to be provided
by the Company's independent accountants.
XII. STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Stockholder proposals which are to be considered for inclusion in next year's
Proxy materials for the 1996 Annual Meeting of Stockholders must be received at
the Company's address before March 1, 1996.
XIII. EXPENSES OF SOLICITATION
Proxies will be solicited principally by mail, and the cost of soliciting
Proxies will be borne by the Company. Although no special arrangements have
been made to do so, Proxies may also be solicited by telephone or letter. The
Company will request banks, brokers, custodians, and other fiduciaries to
solicit their principals who beneficially own common stock of the Company and
will reimburse these fiduciaries for their reasonable out-of-pocket expenses of
solicitation.
14
<PAGE>
In addition, the Company has retained Corporate Investor Communications,
Inc., a professional firm of proxy solicitors, to assist in the solicitation of
Proxies. Management estimates that the fees of such firm will be approximately
$6,000, plus out-of-pocket expenses, all of which will be paid by the Company.
XIV. ALL EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth, as of June 1, 1995, all of the Executive
Officers of the Company, the offices and positions held by each of them, their
ages, and the year in which each assumed the office listed.
<TABLE>
<CAPTION>
YEAR OFFICE
AGE ASSUMED OFFICES AND POSITIONS
--- ----------- ------------------------
<C> <C> <C> <S>
John R. Woodhull.............................. 61 1969 President (a)(b)(c)
Frank T. Cummings............................. 55 1971 Vice President
James E. Dalton............................... 64 1985 Vice President
R. Dean Hartwick.............................. 59 1987 Vice President
Dr. James F. Harvey........................... 55 1990 Vice President
E. Benjamin Mitchell, Jr...................... 41 1989 Vice President--
General
Counsel/Secretary (b)
Dan B. Wallace................................ 60 1986 Vice President
Ralph L. Webster.............................. 54 1978 Vice President--
Chief Financial Officer (b)
</TABLE>
- --------
(a) Member of the Board of Directors of the Company.
(b) Logicon Employee Stock Purchase Plan Committee Member.
(c) Executive Committee Member.
Each of the Executive Officers of Logicon has been with the Company in a
senior management or executive capacity for five years or more.
15
<PAGE>
LOGICON, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) John R. Woodhull and W. Edgar Jessup, Jr.
and each of them, as proxies, attorneys and agents, each with full power of
substitution, to represent the undersigned and vote, as indicated below, all
shares of Common Stock of Logicon, Inc. which the undersigned may be entitled
to vote at the Annual Meeting of Stockholders of Logicon, Inc., to be held on
Monday, August 7, 1995, and at any postponements or adjournments thereof, on
the following matters:
1. ELECTION OF [_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
DIRECTORS (except as marked to to vote for all
the contrary below) nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
Charles F. Smith and Roland R. Speers
2. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE MEETING, TO ACT AS
DIRECTED BY THE BOARD OF DIRECTORS.
(continued on other side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1.
RECEIPT OF THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT IS ACKNOWLEDGED.
PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
Date , 1995
----------------------------
--------------------------------------
Signature of Stockholder(s)
--------------------------------------
--------------------------------------
(IMPORTANT: Please sign exactly as
your name or names appear on the
stock certificate or certificates,
and when signed as attorney,
executor, administrator, trustee, or
guardian, give your full title as
such. If the signatory is a
corporation, sign the full corporate
name by duly authorized officer.
Joint owners should each sign.)
If you wish to change your address of record, please send a separate request,
with this Proxy or otherwise, rather than writing your new address on this
Proxy.
