MIKROS SYSTEMS CORPORATION
3490 U.S. Route #1, Bldg. #5
Princeton, NJ 08540
(609) 987-1513
SECURITIES AND EXCHANGE COMMISSION
450 5th Street, NW
Judiciary Plaza
Washington, DC 20549
RE: MIKROS SYSTEMS CORPORATION/DEFINITIVE PROXY MATERIALS
Dear Sirs:
Pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended,
Mikros Systems Corporation, a Delaware corporation (the "Corporation"), hereby
encloses herewith for filing the definitive proxy materials, which include a
proxy statement, with the Notice of Annual Meeting of Stockholders form of
proxy, and related proxy materials, in the form in which such materials are
being mailed to shareholders on or about June 5, 1996.
This filing is being effected by direct transmission to the Securities and
Exchange Commission's (the "Commission") EDGAR System.
A check payable to the order the Commission in the amount of $125.00 has been
forwarded to the Commission in payment of the filing fee.
The Corporation's 1995 Annual Report to Stockholder shall be filed with the
Commission as soon as it is available. In accordance with Rule 14a-6,
solicitation of proxies will not commence until such report is filed.
By copy hereof, three complete copies of the definitive proxy materials are
being filed with Nasdaq.
If you have any questions or comments concerning this filing, kindly contact
the undersigned.
Very truly yours,
/s/ Patricia A. Bird
- --------------------
Patricia A. Bird
Corporate Secretary
Enc.
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
- ---
Mikros Systems Corporation
- ------------------------------------------------------------------------------
(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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
- ---
$500 per each party to the controversy pursuant to Exchange Act Rule 14a
- --- 6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
- ---
(1) Title of each class of securities to which transaction applies:
- ----------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set foth the amount on which the filing fee is
calculated and state how it was determined):
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
<PAGE>
(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:
- ------------------------------------------------------------------------------
<PAGE>
MIKROS SYSTEMS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby constitutes and appoints Thomas J. Meaney and
Deborah A. Montagna, and each of them, his or her true and lawful agents and
proxies with full power of substitution in each, to represent and to vote on
behalf of the undersigned all of the shares and warrants of Mikros Systems
Corporation (the "Corporation") which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of the Corporation to be held at the
Corporate Office, 3490 U.S. Route #1, Bldg. #5, Princeton, New Jersey at 11:00
A.M., local time, on Tuesday, July 16, 1996, and at any adjournment or
adjournments thereof, upon the following proposals more fully described in the
notice of and proxy statement for the Meeting (receipt of which is hereby
acknowledged).
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 proposals 1, 2 and 3.
1. ELECTION OF DIRECTORS.
Nominees: Joseph R. Burns, William V. Goodwin, Thomas J. Meaney, Wayne E.
Meyer, Frederick C. Tecce and John B. Torkelsen.
(Mark one only)
VOTE FOR all the nominees listed above; except vote withheld from the
- --- following nominees (if any).
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
VOTE WITHHELD from all nominees.
- ---
(continued and to be signed on reverse side)
<PAGE>
2. APPROVAL OF PROPOSAL TO RATIFY THE APPOINTMENT OF DRUKER, RAHL & FEIN AS
THE INDEPENDENT AUDITORS OF THE CORPORATION FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1996.
FOR AGAINST ABSTAIN
- --- --- ---
3. In their discretion, the proxies are authorized to vote upon other matters
as may properly come before the Meeting.
Dated:
------------------------------------------------------------------------
This proxy must be signed exactly as name appears hereon.
- ------------------------------------------------ When shares are held by
Signature of Securityholder joint tenants, both should
sign.
- ------------------------------------------------ If the signer is a
Signature of Securityholder corporation, please sign
if held jointly full corporate name by duly
authorized officer, giving
full title as such.
If a partnership, please
sign in partnership name by
authorized person.
I will will not attend the Meeting.
--- ---
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
MIKROS SYSTEMS CORPORATION
3490 U.S. Route 1, Building 5
Princeton, NJ 08540
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 16, 1996
The Annual Meeting of Stockholders of MIKROS SYSTEMS CORPORATION, a
Delaware corporation (the "Corporation"), will be held at the Company's
headquarters, 3490 U. S. Route 1, Building 5, Princeton, New Jersey on
Tuesday, July 16, 1996 at 11:00 A.M., local time, for the following purposes:
1) To elect six directors to serve until the next Annual Meeting of
Stockholders and until their respective successors shall have been
duly elected and qualified;
2) To ratify the appointment of Druker, Rahl & Fein as the
independent auditors of the Corporation for the fiscal year ending
December 31, 1996; and
3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Holders of Common Stock, Convertible Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, and Warrants to
purchase Series C Preferred Stock of record at the close of business on May
17, 1996 are entitled to notice of and to vote at the meeting, or any
adjournment or adjournments thereof. A complete list of such stockholders and
warrantholders will be open to the examination of any stockholder or
warrantholder at the Corporation's principal executive offices at 3490 U.S.
Route 1, Building 5, Princeton, New Jersey for a period of 10 days prior to
the meeting. The meeting may be adjourned from time to time without notice
other than by announcement at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER
OF SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT
PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. EACH PROXY GRANTED MAY BE REVOKED
BY THE STOCKHOLDER OR WARRANTHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE
IT IS VOTED. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE
REGISTERED IN DIFFERENT NAMES OR ADDRESSES OR BECAUSE YOU OWN MORE THAN ONE
CLASS OF STOCK, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ASSURE
THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
/s/ Patricia A. Bird
-----------------------------------
Patricia A. Bird
Secretary
Princeton, New Jersey
May 30, 1996
The Corporation's 1995 Annual Report accompanies the Proxy Statement.
<PAGE>
MIKROS SYSTEMS CORPORATION
3490 U.S. Route 1, Building 5
Princeton, NJ 08540
------------------------------------
P R O X Y S T A T E M E N T
------------------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Mikros Systems Corporation (the "Company") of
proxies to be voted at the Annual Meeting of Stockholders of the Company to be
held on Tuesday, July 16, 1996 (the "Meeting"), at the Company's Headquarters,
3490 U.S. Route 1, Building 5, Princeton, New Jersey, at 11:00 A.M., local
time, and at any adjournment or adjournments thereof. Holders of record of
Common Stock, $0.01 par value ("Common Stock"), Convertible Preferred Stock,
$0.01 par value ("Convertible Preferred Stock"), Series B Preferred Stock,
$0.01 par value ("Series B Stock"), Series C Preferred Stock, $0.01 par value
("Series C Stock"), Series D Preferred Stock, $0.01 par value ("Series D
Stock"), and warrants to purchase Series C Stock (the "Warrants"), as of the
close of business on May 17, 1996, will be entitled to notice of and to vote
at the Meeting and any adjournment or adjournments thereof. As of that date,
there were (i) 7,629,608 shares of Common Stock; (ii) 1,005,000 shares of
Convertible Preferred Stock; (iii) 1,131,663 shares of Series B Stock; (iv)
5,000 shares of Series C Stock; (v) 690,000 shares of Series D Stock; and (vi)
Warrants to purchase 104,500 shares of Series C Stock, issued and outstanding
and entitled to vote. Each share of Common Stock, Convertible Preferred
Stock, Series C Stock, Series D Stock and each Warrant is entitled to one vote
on any matter presented at the Meeting. Each share of Series B Stock is
entitled to three votes on any matter presented at the Meeting. The aggregate
number of votes entitled to be cast at the Meeting is 12,822,097. The holders
of all classes of stock will vote as a single class.
If proxies in the accompanying form are properly executed and returned,
the stock or Warrants represented thereby will be voted in the manner
specified therein. If not otherwise specified, the stock or Warrants
represented by the proxies will be voted (i) FOR the election of the six
nominees below as Directors, (ii) FOR the ratification of the appointment of
Druker, Rahl & Fein as independent auditors for the year ending December 31,
1996, and (iii) in the discretion of the persons named in the enclosed form of
proxy, on any other proposals which may properly come before the Meeting or
any adjournment or adjournments thereof. Any Stockholder who has submitted a
proxy may revoke it any time before it is voted by written notice addressed to
and received by the Secretary of the Company, by submitting a duly executed
proxy bearing a later date or by electing to vote in person at the Meeting.
The mere presence at the Meeting of the person appointing a proxy does not,
however, revoke the appointment.
The presence, in person or by proxy, of holders of Common Stock,
Convertible Preferred Stock, Series B Stock, Series C Stock, Series D Stock,
and Warrants having a majority of the votes entitled to be cast at the Meeting
shall constitute a quorum. All actions proposed herein may be taken upon the
affirmative vote of Stockholders and Warrantholders possessing a majority of
the voting power represented at the Meeting, provided a quorum is present in
person or by proxy.
<PAGE>
This Proxy Statement, together with the related proxy card, is being
mailed to the Stockholders and Warrantholders of the Company on or about May
30, 1996. The Annual Report to Stockholders of the Company for the year ended
December 31, 1995, including financial statements (the "Annual Report"), is
being mailed concurrently with this Proxy Statement to all Stockholders and
Warrantholders of record as of May 17, 1996. In addition, the Company has
provided brokers, dealers, banks, voting trustees and their nominees, at the
Company's expense, with additional copies of the Annual Report so that such
record holders could supply such material to beneficial owners as of May 17,
1996.
<PAGE>
ELECTION OF DIRECTORS
- ---------------------
At the Meeting six Directors are to be elected to hold office until the
next Annual Meeting of Stockholders and until their successors shall have been
elected and qualified.
The number which constitutes the entire Board of Directors of the
Company is seven. There will be one vacancy on the Board of Directors. As
described below, certain debt and equity holders of the Company have the right
to designate 2/7ths of the Board of Directors of the Company. Proxies cannot
be voted for a greater number of persons than the number of nominees named in
this Proxy Statement.
It is the intention of the persons named in the enclosed form of proxy
to vote the stock or Warrants represented thereby, unless otherwise specified
in the proxy, for the election as Directors of the persons whose names and
biographies appear below. Except for Mr. Tecce, all of the persons whose
names and biographies appear below are at present Directors of the Company.
In the event any of the nominees named below should become unavailable
or unable to serve as a director, it is intended that votes will be cast for a
substitute nominee designated by the Board of Directors. The Board of
Directors has no reason to believe that the nominees named will be unable to
serve if elected. Each of the nominees has consented to being named in this
Proxy Statement and to serve if elected.
The nominees for election to the Board of Directors of the Company are
as follows:
Served as a Positions with
Name Age Director Since the Company
- ------------------ --- -------------- --------------
Joseph R. Burns 58 1984 Senior Vice President,
Chief Scientist and
Director
William V. Goodwin 71 1991 Director
Thomas J. Meaney 61 1986 President, Chief
Executive Officer and
Director
Wayne E. Meyer 70 1988 Director and Chairman of
the Board
Frederick C. Tecce 60 -- --
John B. Torkelsen 50 1985 Director
The principal occupation and business experience, for at least the past
five years, of each nominee is as follows:
Joseph R. Burns was a Director and President of the Company from May 1984
until July 1986. From July 1986 until December 1986, Dr. Burns was Chairman of
the Company. From January 1987 until April 1988, Dr. Burns was a consultant to
the Company. In April 1988, Dr. Burns became Senior Vice President and Chief
Scientist of the Company as well as a Director.
<PAGE>
William V. Goodwin has been a Director of the Company since June 1991. He
is, and has been since 1987, the President of WVG Corporation, a system
engineering management consulting firm. He has provided management consulting
services to the Company and other companies such as General Electric Company,
General Dynamics Corporation, and Martin Marietta Corporation. Prior to his
work with WVG Corporation, he served as Division Vice President and General
Manager of the RCA Missile and Surface Radar Division until his retirement
from RCA in 1987.
Thomas J. Meaney has been a Director of the Company since July 1986. From
February 1983 to his appointment as President of the Company in June 1986, Mr.
Meaney was Senior Vice President and Director of Robotic Vision Systems
Incorporated ("RVSI"), a manufacturer of robotic vision systems. Mr. Meaney
served as a Director of RVSI until 1991 when he resigned from the post. Prior
to 1983 and for more than five years, he was Vice President - Business
Development, International of Norden Systems and President - Norden Systems
Canada, both divisions of United Technologies Corporation and developers of
computer and electronic products and systems.
Wayne E. Meyer has been a Director of the Company since April 1988 and
Chairman of the Board since April 1990. From 1986 to present he has been the
Founder and President of the W.E. Meyer Corporation which provides consulting
and advice to industry, government and academic institutions in matters of
system engineering, project management, strategic planning and military and
electronic designs. He enlisted in the U.S. Navy as an Apprentice Seaman in
1943 and retired in 1985 in the rank of Rear Admiral.
Frederick C. Tecce has been of Counsel to Pepper, Hamilton and Scheetz
since 1993. Since 1995, he has served as Co-Chairman of the Executive Committee
of the Eastern Technology Council. In 1996, Mr. Tecce was named Chairman of the
Finance Committee of the Pennsylvania Schools Employees Retirement Systems. Mr.
Tecce continues to serve as Chairman of Militran, Inc.
John B. Torkelsen has been a Director of the Company since June 1985 and
has served as Secretary of the Corporation from June 1985 until April 25, 1996.
Mr. Torkelsen has been President of Princeton Venture Research, Inc., a
financial research and consulting firm located in Princeton, New Jersey from
November 1984 to the present. He is also a Director of Voice Control
Systems, Inc., a voice recognition technology company.
None of the Company's Directors or executive officers is related to any
other Director or executive officer of the Company. In connection with the
acquisition of certain debt and equity instruments of the Company from third
parties, Messrs. Burns, Meaney, Meyer, Torkelsen and Tecce (collectively, the
Investors") have the right to designate 2/7ths of the Board of Directors of the
Company. See "Certain Relationships and Related Transactions." There are
currently five members of the Board.
The Board of Directors recommends that Stockholders and Warrantholders vote
FOR each of the nominees for the Board of Directors.
<PAGE>
Committees and Meetings of the Board
- ------------------------------------
The Board of Directors has a Compensation Committee which makes
recommendations concerning salaries and incentive compensation for employees of
and consultants to the Company. The current members of the Compensation
Committee are Messrs. Meaney, Goodwin and Torkelsen. The Compensation Committee
was established in December 1992 and held one meeting in 1995. There were three
meetings of the Board of Directors in 1995, not including written consents of
the Directors. Messrs. Meaney and Burns attended all three meetings of the
Board of Directors in 1995, while Messrs. Torkelsen, Meyer and Goodwin each
attended two of such meetings.
Compensation of Directors
- -------------------------
In December 1994, the Board of Directors authorized the payment to each
outside Director of $500 for each Board meeting attended in person and $150 for
each Board meeting attended telephonically. See "Certain Relationships and
Related Transactions".
<PAGE>
EXECUTIVE OFFICERS
- ------------------
The following table identifies the current executive officers of the
Company:
Capacities in In Current
Name Age Which Served Position Since
- ---------------- --- ----------------------- --------------
Thomas J. Meaney 61 President, Chief Executive
Officer and Director June 1986
Joseph R. Burns 58 Senior Vice President,
Chief Scientist and
Director April 1988
Deborah A. Montagna 44 Executive Vice President,
Chief Operating Officer April 1996
Joseph R. Benek 61 Vice President Finance
and Treasurer June 1992
Patricia A Bird 29 Secretary April 1996
EXECUTIVE COMPENSATION
- ----------------------
Summary of Compensation in Fiscal 1995, 1994 and 1993
The following Summary Compensation Table sets forth information concerning
compensation for services in all capacities awarded to, earned by or paid to the
Company's Chief Executive Officer and the four most highly compensated executive
officers of the Company whose aggregate cash compensation exceeded $100,000
(collectively, the "Named Executives") during the years ended December 31, 1993,
1994 and 1995.
SUMMARY COMPENSATION TABLE
- --------------------------
Annual Compensation(1)
Name and Principal Position Year Salary ($)
(a) (b) (c)
- --------------------------------------------------------------------------
Thomas J. Meaney, President and
Chief Executive Officer 1995 149,550
1994 152,247(2)
1993 139,962
Joseph R. Burns, Senior Vice President
and Chief Scientist 1995 116,313
1994 118,026(3)
1993 107,768
(1) The costs of certain benefits are not included because they did not
exceed, in the case of each Named Executive, the lesser of $50,000 or 10%
of the total of annual compensation reported in the above table.
(2) Includes $5,247 of compensation deferred from prior years.
(3) Includes $4,826 of compensation deferred from prior years.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------
Common Stock
- ------------
The following table sets forth certain information, as of May 17, 1996,
with respect to holdings 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 total number of
shares of Common Stock outstanding as of such date, (ii) each of the nominees
(which includes all current directors and Named Executives), and (iii) all
current directors and officers as a group.
Amount and Nature
of Beneficial Percent
Name of Beneficial Owner Ownership(1) of Class
- ------------------------ ----------------- --------
(i) Certain Beneficial Owners:
Transitions Two, Limited Partnership
920 Hopmeadow Street
Simsbury, Connecticut 06070 2,137,775(2) 22.2
(ii) Nominees:
Joseph R. Burns 1,113,081(3) 14.4
William V. Goodwin 56,250(4) *
Thomas J. Meaney 1,934,500(5) 23.7
Wayne E. Meyer 1,133,750(6) 14.1
Frederick C. Tecce 835,000(7) 10.6
John B. Torkelsen 1,878,383(8) 22.0
(iii) All Current Directors and Officers
as a Group (eight persons) 6,482,119 66.8
- ----------------------------------------
* Less than 1%
(1) Except as otherwise indicated, all shares are beneficially owned and the
sole investment and voting power is held by the persons named.
(2) Includes 250,000 shares issuable upon conversion of Convertible Preferred
Stock plus 1,750,275 shares issuable upon conversion of Series B Stock.
(3) Includes 14,748 shares issuable upon conversion of Series B Stock and
100,000 shares issuable upon the exercise of warrants.
(4) Includes 56,250 shares issuable upon the exercise of options.
(5) Includes 50,000 shares issuable upon conversion of Convertible Preferred
Stock plus 199,500 shares issuable upon conversion of Series B Stock and
275,000 shares issuable on the exercise of warrants.
(6) Includes 30,000 shares issuable upon conversion of Series B Stock and
75,000 shares issuable upon the exercise of options and 318,750 shares
issuable upon the exercise of warrants.
(7) Includes 275,000 shares issuable upon the exercise of warrants.
(8) Includes 130,000 shares held of record by Princeton Venture Research, Inc.,
a corporation wholly owned by Mr. Torkelsen. Also includes 202,500 shares
issuable upon conversion of Convertible Preferred Stock and 695,883 shares
issuable upon conversion of Series B Stock. The Series B Stock is held of
record by Princeton Venture Research, Inc.
<PAGE>
Convertible Preferred Stock
- ---------------------------
The following table sets forth certain information, as of May 17, 1996,
with respect to holdings of the Company's Convertible Preferred Stock by (i)
each person known by the Company to be the beneficial owner of more than 5%
of the total number of shares of Convertible Preferred Stock outstanding as
of such date, (ii) each of the nominees (which includes all current directors
and Named Executives), and (iii) all current directors and officers as a group.
Amount and Nature
of Beneficial Percent
Name of Beneficial Owner Ownership(1) of Class
- ------------------------ ----------------- --------
(i) Certain Beneficial Owners:
Allen & Company
711 Fifth Avenue
New York, New York 10022 50,000 5.0
American Diversified Enterprise, Inc.
711 Fifth Avenue
New York, New York 10022 50,000 5.0
Lazard Brothers & Co., Limited
21 Moorfields
London EC2P 2HT 200,000 19.9
Tektronix Development Company
P.O Box 500
Beaverton, Oregon 97077 200,000 19.9
Transitions Two, Limited Partnership
920 Hopmeadow Street
Simsbury, Connecticut 06070 250,000 24.9
(ii) Nominees:
Joseph R. Burns -- --
William V. Goodwin -- --
Thomas J. Meaney 50,000 5.0
Wayne E. Meyer -- --
Frederick C. Tecce -- --
John B. Torkelsen 202,500 20.1
(iii) All Current Directors and Officers
as a Group (eight persons) 252,500 25.1
- ----------------------------------------
(1) Except as otherwise indicated, all shares are beneficially owned and the
sole investment and voting power is held by the persons named.
<PAGE>
Series B Stock
- --------------
The following table sets forth certain information, as of May 17, 1996,
with respect to holdings of the Company's Series B Stock by (i) each person
known by the Company to be the beneficial owner of more than 5% of the total
number of shares of Series B Stock outstanding as of such date, (ii) each of
the nominees (which includes all current directors and Named Executives), and
(iii) all current directors and officers as a group.
Amount and Nature
of Beneficial Percent
Name of Beneficial Owner Ownership(1) of Class
- ------------------------ ----------------- --------
(i) Certain Beneficial Owners:
The Mercantile & General
Reinsurance Company, PLC
Moorfields House
Moorfields
London EC2Y 9AL 91,342 8.1
Transitions Two, Limited Partnership
920 Hopmeadow Street
Simsbury, Connecticut 06070 583,425 51.6
(ii) Nominees:
Joseph R. Burns 4,916 *
William V. Goodwin -- --
Thomas J. Meaney 66,500 5.9
Wayne E. Meyer 10,000 *
Frederick C. Tecce -- --
John B. Torkelsen 231,961(2) 20.5
(iii) All Current Directors and Officers
as a Group (eight persons) 324,024 28.6
- ----------------------------------------
* Less than 1%
(1) Except as otherwise indicated, all shares are beneficially owned and the
sole investment and voting power is held by the persons named.
(2) Held of record by Princeton Venture Research, Inc., a corporation wholly
owned by Mr. Torkelsen.
<PAGE>
Series C Stock
- --------------
The following table sets forth certain information, as of May 17, 1996,
with respect to holdings of the Company's Series C Stock by (i) each person
known by the Company to be the beneficial owner of more than 5% of the total
number of shares of Series C Stock outstanding as of such date, (ii) each of
the nominees (which includes all current directors and Named Executives), and
(iii) all current directors and officers as a group.
Amount and Nature
of Beneficial Percent
Name of Beneficial Owner Ownership(1) of Class
- ------------------------ ----------------- --------
(i) Certain Beneficial Owners:
Transitions Two, Limited Partnership
920 Hopmeadow Street
Simsbury, Connecticut 06070 5,000 100.0
(ii) Nominees:
Joseph R. Burns 19,500(2) 79.6
William V. Goodwin -- --
Thomas J. Meaney 19,500(2) 79.6
Wayne E. Meyer 19,500(2) 79.6
Frederick C. Tecce 19,500(2) 79.6
John B. Torkelsen 19,500(2) 79.6
(iii) All Current Directors and Officers
as a Group (eight persons) 97,500(2) 95.1
- -----------------------------------------
(1) Except as otherwise indicated, all shares are beneficially owned and the
sole investment and voting power is held by the persons named.
(2) This number reflects warrants to purchase Series C Stock.
<PAGE>
Series D Stock
- --------------
The following table sets forth certain information, as of May 17, 1996,
with respect to holdings of the Company's Series D Stock by (i) each person
known by the Company to be the beneficial owner of more than 5% of the total
number of shares of Series D Stock outstanding as of such date, (ii) each of
the nominees (which includes all current directors and Named Executives), and
(iii) all current directors and officers as a group.
Amount and Nature
of Beneficial Percent
Name of Beneficial Owner Ownership(1) of Class
- ------------------------ ----------------- --------
(i) Certain Beneficial Owners:
(ii) Nominees:
Joseph R. Burns 138,000 20.0
William V. Goodwin -- --
Thomas J. Meaney 138,000 20.0
Wayne E. Meyer 138,000 20.0
Frederick C. Tecce 138,000 20.0
John B. Torkelsen 138,000 20.0
(iii) All Current Directors and Officers
as a Group (eight persons) 552,000 100.0
- ----------------------------------------
(1) Except as otherwise indicated, all shares are beneficially owned and the
sole investment and voting power is held by the persons named.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ----------------------------------------------
In a series of transactions consummated on October 27, 1992 and April 27,
1993, Joseph R. Burns, Thomas J. Meaney, Wayne E. Meyer and John B. Torkelsen,
each a Director of the Company, and Frederick C. Tecce (collectively, the
Investors") acquired all of the loan and equity interests in the Company from
certain third parties. Pursuant to such transactions, each of the Investors
acquired, in consideration of $50,000 each, 20% of (i) 50,000 shares of Common
Stock, (ii) promissory notes of the Company in the aggregate principal amount of
$916,875 (collectively, the "Investor Notes"), (iii) warrants to purchase 97,500
shares of Series C Stock (the "Series C Warrants"), and (iv) certain other loan
and equity rights in the Company, including the right to designate 2/7ths of the
Board of Directors of the Company. See "Election of Directors."
In December 1993, the Investors agreed to reduce the amounts owed by the
Company under the Investor Notes, including unpaid interest, in exchange for
shares of capital stock issued by the Company. In return for a reduction in
principal of $416,875 and accrued interest of $273,125, the Company issued
2,750,000 shares of Common Stock and 690,000 shares of Series D Stock. The
Investor Notes were modified to provide for 16 quarterly payments of principal
beginning January 1, 1994 and ending October 1, 1997. Interest on the unpaid
principal balance is payable quarterly commencing March 31, 1994. As additional
consideration for the modification of such loans, the Company extended the
exercise period for the Series C Warrants until April 25, 1999. As of December
31, 1995, the Company was in arrears on two quarterly principal payments. The
Investors have authorized deferral of all principal payments until 1997.
In a series of events from February through May 1996, the Company raised
an aggregate of $518,000 in debt financing pursuant to the issuance of secured
promissory notes.
The promisorry notes are for a term of approximately eighteen months and
include an interest rate of 12% on the unpaid balance. The first interest
payment is due on June 15, 1996 and quarterly thereafter. The prinicipal
payments will be paid on the fifteenth of March, June and September 1997. The
notes are secured by the assets of the Corporation. As additional
consideration, warrants for the purchase of common stock were granted (the
number of shares were based on the amount of the promissory note and equal to
five shares to each dollar). The warrant price is $.01 per share.
The following officers and directors participated in the 1996 financing:
Wayne E. Meyer, Thomas J. Meaney, Deborah A. Montagna and Patricia A. Bird.
On May 31, 1989, the Company retained the services of the W.E. Meyer
Corporation to provide engineering and management consulting services to the
Company. Under the agreement, the Company paid $9,000 (plus reasonable travel
expenses) to the W.E. Meyer Corporation in 1995 for services rendered. Wayne E.
Meyer, a Director of the Company, is president of the W.E. Meyer Corporation.
On April 15, 1991, the Company retained the services of WVG Corporation,
of which William V. Goodwin, a Director of the Company, is President, to provide
operations management and technical consulting services. During 1995, the
Company paid $8,400 to WVG Corporation under this agreement.
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
- ---------------------------------------------------
The Board of Directors of the Company has, subject to stockholder approval,
retained Druker, Rahl & Fein as independent auditors of the Company. Neither
such firm nor any of its members has any direct or indirect financial interest
in or any connection with the Company in any capacity other than as auditors.
Druker, Rahl & Fein is the successor to Rosenberg, Druker & Company which
previously was the Company's independent auditors.
The Board of Directors recommends a vote FOR the ratification of the
appointment of Druker, Rahl & Fein as the independent auditors of the Company
for the fiscal year ending December 31, 1996.
One or more representatives of Druker, Rahl & Fein is expected to attend
the Meeting and have an opportunity to make a statement or respond to
appropriate questions from stockholders.
STOCKHOLDERS' PROPOSALS
- -----------------------
Stockholders deciding to submit proposals for inclusion in the Company's
proxy statement and form of proxy relating to the 1997 Annual Meeting of
Stockholders must advise the Secretary of the Company of such proposals in
writing by December 30, 1996.
OTHER MATTERS
- -------------
The Board of Directors is not aware of any matter to be presented for
action at the Meeting other than the matters referred to above and does not
intend to bring any other matters before the Meeting. However, if other matters
should come before the Meeting, it is intended that holders of the proxies will
vote thereon in their discretion.
GENERAL
- -------
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, whose notice of meeting is attached to this Proxy
Statement, and the entire cost of such solicitation will be borne by the
Company.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by directors, officers and other employees of
the Company who will not be specially compensated for these services. The
Company will also request that brokers, nominees, custodians and other
fiduciaries forward soliciting materials to the beneficial owners of shares or
Warrants held of record by such brokers, nominees, custodians and other
fiduciaries. The Company will reimburse such persons for their reasonable
expenses in connection therewith.
Certain information contained in this Proxy Statement relating to the
occupations and security holdings of directors and officers of the Company is
based upon information received from the individual directors and officers.
<PAGE>
MIKROS SYSTEMS CORPORATION WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES THERETO BUT NOT INCLUDING EXHIBITS, TO EACH OF ITS
STOCKHOLDERS OR WARRANTHOLDERS OF RECORD ON MAY 17, 1996 AND TO EACH BENEFICIAL
STOCKHOLDER OR WARRANTHOLDER ON THAT DATE UPON WRITTEN REQUEST MADE TO THE
SECRETARY OF THE COMPANY. A REASONABLE FEE WILL BE CHARGED FOR COPIES OF
REQUESTED EXHIBITS.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE
IN THE ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE
APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
/s/ Patricia A. Bird
-----------------------------------
Patricia A. Bird
Secretary
Princeton, New Jersey
May 30, 1996
