<PAGE> 1
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 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
VERSA TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
ROBERT M. SUKALICH, ASSISTANT SECRETARY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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> 2
VERSA TECHNOLOGIES, INC.
9301 WASHINGTON AVENUE, P.O. BOX 085012
RACINE, WISCONSIN 53408-5012
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 25, 1995
To the Shareholders of Versa Technologies, Inc.:
The Annual Meeting of Shareholders of Versa Technologies, Inc. (the
"Company"), will be held on Tuesday, July 25, 1995, at 11:00 a.m., at the
Marriott, 7111 Washington Avenue (Highway 20), Racine, Wisconsin, for the
following purposes as more fully described in the accompanying proxy statement:
1. To elect two Class III directors of the Company for three year
terms expiring in 1998.
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the fiscal year ending March 31, 1996.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business of June 1, 1995, as
the record date for the determination of shareholders entitled to vote at the
Annual Meeting and to receive notice thereof. The transfer books of the Company
will not be closed. Examination of the list of shareholders entitled to vote can
be arranged at the office of Robert M. Sukalich, Vice President Finance and
Assistant Secretary, Versa Technologies, Inc., 9301 Washington Avenue,
Sturtevant, Wisconsin, during the period ten days prior to the meeting.
You are cordially invited to attend the meeting and may, of course, vote
your shares in person at that time. However, in order to assist us in preparing
for the meeting, all shareholders are encouraged to date, sign, and return the
enclosed proxy in the enclosed stamped envelope, to which no additional postage
need be affixed if mailed in the United States.
LAWRENCE BLOCK, Secretary
June 19, 1995
<PAGE> 3
VERSA TECHNOLOGIES, INC.
9301 WASHINGTON AVENUE, P.O. BOX 085012
RACINE, WISCONSIN 53408-5012
PROXY STATEMENT
This proxy statement and the accompanying proxy card is being furnished to
shareholders in connection with the solicitation by the Board of Directors of
Versa Technologies, Inc. (the "Company") of proxies for use at the Annual
Meeting of Shareholders to be held on Tuesday, July 25, 1995, at 11:00 a.m. and
at all adjournments of the meeting, for the purposes set forth in the attached
Notice of Annual Meeting of Shareholders. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before it is
exercised in any of the following ways: (1) by a written instruction to the
Secretary of the Company indicating the shareholder's desire to revoke an
existing proxy; (2) by signing and returning to the Company a proxy with a more
recent date than that of the proxy first given; or (3) by signing and returning
a floor ballot at the Annual Meeting.
The Company will bear the cost of preparing, printing and mailing material
in connection with this solicitation of proxies. In addition to the use of the
mails, solicitations may be made by regular employees of the Company personally
and by telephone and facsimile, and the Company intends to reimburse brokerage
firms and others for their reasonable out-of-pocket expenses, including clerical
expenses, in forwarding proxy material to beneficial owners of stock or
otherwise in connection with this solicitation of proxies.
This proxy statement and the accompanying form of proxy are first being
mailed to shareholders on or about June 19, 1995.
RECORD DATE AND VOTING SECURITIES
As of June 1, 1995, the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting, the outstanding voting
securities of the Company consisted of 6,013,322 shares of Common Stock, par
value $.01 per share (the "Common Stock"). All of the outstanding shares of
Common Stock are entitled to vote on all matters which properly come before the
Annual Meeting, and each shareholder will be entitled to one vote for each share
of Common Stock held.
All properly executed proxies received by the Company, unless marked to the
contrary or revoked, will be voted FOR: (1) election of the two nominees for
Class III directors for terms expiring in 1998, and (2) ratification of the
appointment of Deloitte & Touche LLP as independent auditors for the fiscal year
ending March 31, 1996.
A quorum of shareholders is necessary to take action at the Annual Meeting.
A majority of the outstanding shares of Common Stock of the Company, represented
in person or by proxy, will constitute a quorum of shareholders at the Annual
Meeting. Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspector of election appointed for the Annual Meeting. The
inspector of election will determine whether or not a quorum is present at the
Annual Meeting. The inspector of election will treat abstentions as shares of
Common Stock that are present and entitled to vote for purposes of determining
the presence of a quorum. If a broker or other nominee indicates on the proxy
that it does not have discretionary authority to vote certain shares of Common
Stock on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
The two nominees for director who receive the greatest number of votes cast
in person or by proxy at the Annual Meeting shall be elected directors of the
Company. The vote required for ratification of the appointment of Deloitte &
Touche LLP as independent accountants for the fiscal year 1996 is the
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at the Annual Meeting. For purposes of determining the
approval of any matter submitted to the shareholders for a vote, abstentions
will be treated as shares of Common Stock voted against the ratification of the
appointment of Deloitte & Touche LLP as independent accountants for the fiscal
year 1996.
1
<PAGE> 4
PROPOSAL 1
ELECTION OF DIRECTORS
NUMBER OF NOMINEES AND CLASSIFICATION
The Certificate of Incorporation and By-Laws of the Company currently
provide that the Board of Directors shall consist of such number of directors as
shall be fixed from time to time by resolution of the Board of Directors but
shall be not less than five and not more than nine. Currently, the Board of
Directors has fixed the number of directors constituting the Board at seven. The
Certificate of Incorporation divides the Board of Directors into three classes
with terms of three years each, staggered to expire in successive years. Jon G.
Udell has served as a Class III director since 1989. Dr. Udell will retire at
the end of his term in July 1995. The Board of Directors extends their
appreciation to Dr. Udell for his contributions to the company. The two
remaining directors in Class III whose terms expire in 1995 are standing for
reelection. All nominees for election to the Board of Directors at the 1995
Annual Meeting will be elected for a term of three years and shall serve until
their terms expire at the 1998 Annual Meeting or until their successors are duly
elected and have qualified. The two directors in Class I will continue to serve
until the 1996 Annual Meeting, and the three directors in Class II will continue
to serve until the 1997 Annual Meeting.
The Board of Directors held six meetings during the last fiscal year and
each director attended at least 75 percent of the aggregate of the total number
of meetings of the Board of Directors and all the committees thereof on which he
served.
All properly executed proxies received by the Company, unless marked to the
contrary or revoked, will be voted FOR election of each of the nominees as Class
III directors named below. If, prior to the election, it is determined that a
nominee is unable or unwilling to serve, an event that the Company does not
anticipate, the proxy may be voted in the discretion of the persons named in the
proxy for another person in his stead.
INFORMATION AS TO NOMINEES AND INCUMBENT DIRECTORS
Shown below is information regarding nominees for election and other
directors of the Company.
NOMINEES FOR DIRECTOR
CLASS III
FOR TERMS EXPIRING 1998
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE
---------------------------------------------------------------- --------
<S> <C>
William P. Killian, 60.......................................... 1991
Joan R. Lloyd, 45............................................... 1994
</TABLE>
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
CLASS I
TERMS EXPIRING 1996
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE
---------------------------------------------------------------- --------
<S> <C>
James E. Mohrhauser, 72......................................... 1970
Denis H. Carroll, 56............................................ 1983
</TABLE>
CLASS II
TERMS EXPIRING 1997
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE
---------------------------------------------------------------- --------
<S> <C>
Herman B. McManaway, 69......................................... 1970
Morris W. Reid, 69.............................................. 1982
Thomas J. Magulski, 51.......................................... 1993
</TABLE>
2
<PAGE> 5
BUSINESS EXPERIENCE OF NOMINEES AND INCUMBENT DIRECTORS FOR PAST FIVE YEARS
The five year employment history of each Director Nominee and Incumbent
Director is set forth below. Unless otherwise noted, none of the companies on
which the Director Nominees and Incumbent Directors have served as directors or
officers is a parent, subsidiary or affiliate of the Company.
Denis H. Carroll--Chairman and Chief Executive Officer of CRL Industries,
Inc. (a holding company) since October, 1992. President and Treasurer of
American Couplings Company prior to October, 1992.
William P. Killian--Vice President, Corporate Development and Strategy of
Johnson Controls, Inc., Milwaukee, Wisconsin (a diversified industrial products
manufacturer). Mr. Killian is also a director of Interstate Battery Systems of
America, AquaChem, Inc., and Tekra Corporation.
Joan R. Lloyd--President of Joan Lloyd, Inc. since November 1990 (a
consulting firm specializing in organizational change). Prior to 1990 she held a
number of management positions with Northwestern Mutual Life Insurance Company,
Milwaukee, Wisconsin.
Herman B. McManaway--Retired. Vice President of Ruddick Corporation and
President of Ruddick Investment Co. from September 1973 to December 1987. Mr.
McManaway is also a director of Hughes Supply, Inc.
Thomas J. Magulski--President and Chief Operating Officer of the Company
since December 14, 1993. Mr. Magulski worked as a business consultant for the
Company from March, 1992 through September, 1993. Prior to his involvement with
the Company, he was Vice President of Intertech Resources, Inc. from May, 1985
to March, 1992. Mr. Magulski is also a director of STERIS Corporation.
James E. Mohrhauser--Chairman of the Board of Directors and Chief Executive
Officer of the Company, since April 1, 1989. President and Chief Executive
Officer of the Company prior to April 1, 1989.
Morris W. Reid--Vice Chairman of the Board of Directors of the Company
since April 1, 1989. President of the Company from October, 1989 to July, 1992.
Chairman of the Board of Directors of the Company prior to April 1, 1989. Mr.
Reid is currently a business advisor and previously served as chairman of J. I.
Case Co. from 1972 to 1978. Mr. Reid is also a director of Wisconsin Energy
Corp., Wisconsin Electric Power Co., Banc One Wisconsin Corporation, and
Research Products Corporation.
BOARD COMMITTEES
Personnel, Compensation and Stock Option Committee. The Personnel,
Compensation and Stock Option Committee has responsibility for establishing
compensation objectives and policies for all employees and determining
compensation for the Company's executive officers. The Committee, consisting of
D. Carroll (Chairman), W. Killian, J. Lloyd, H. McManaway and J. Udell met three
times during the last fiscal year.
Audit Committee. The Audit Committee reviews and evaluates the
effectiveness of the Company's financial and accounting functions, including
review of the scope and results of the audit work performed by the independent
accountants and by the Company's internal accounting staff. The independent
accountants meet with the Audit Committee at least once a year to discuss the
results of their examinations. The Audit Committee, composed of J. Udell
(Chairman), D. Carroll, W. Killian, J. Lloyd and H. McManaway, met twice during
the last fiscal year.
Nominating Committee. The Nominating Committee is responsible for the
nomination of candidates for election to the Board of Directors. It will
consider nominees recommended to the Secretary of the Company. The Nominating
Committee, composed of H. McManaway (Chairman), D. Carroll, and M. Reid, met
once during the last fiscal year.
Executive Committee. The Executive Committee meets on a regular basis to
advise management on important proposals and policy matters and to monitor
management and Company performance. The Executive Committee, currently composed
of J. Mohrhauser (Chairman), T. Magulski and M. Reid, met seven times during the
last fiscal year.
3
<PAGE> 6
COMPENSATION OF DIRECTORS
Directors who are full-time employees of the Company receive no additional
compensation for services as Directors. Directors not so employed received
annual retainers of $7,000 and fees of $700 for each Board meeting attended and
$500 ($600 for the chairperson) for each committee meeting attended. In lieu of
the annual retainer and meeting fees, Mr. Reid receives $3,000 per month for
service as Vice Chairman of the Board of Directors and as a member of the
Executive Committee.
As of March 31, 1995, D. Carroll, W. Killian, H. McManaway, J. Lloyd, M.
Reid and J. Udell, directors of the Company, and Mr. Lawrence Block, Secretary
of the Company, each held an option to purchase 5,000 shares of Common Stock of
the Company at a price of $14.12 per share, the fair market value of the Common
Stock on September 27, 1994, the date of grant. The options become exercisable
in increments of 1,250 shares as of the annual anniversaries of the date of
grant and all options expire the earlier of ten years from the date of grant or
upon termination as an officer or director of the Company. W. Killian also held
an option to purchase 5,100 shares of Common Stock of the Company at $14.75 per
share, the fair market value of the Common Stock on January 28, 1992, the date
of grant. This option expires the earlier of five years from the date of grant
or upon termination as a director of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of May 15, 1995, the only persons or entities known to the Company to be
beneficial owners as defined in the rules and regulations under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), of more than five percent of
the issued and outstanding Common Stock were:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY % OF
NAME ADDRESS OWNED CLASS
---- ------- ------------ -----
<S> <C> <C> <C>
Brinson Partners, Inc. Three First National Plaza 593,100 9.8
Chicago, IL 60602-4298
Fenimore Asset Management, Inc. P.O. Box 310 572,333 9.5
Cobleskill, NY 12043
James E. Mohrhauser 9301 Washington Ave. 448,912(1) 7.4
Racine, WI 53408-5012
Quest Advisory Corp. 1414 Avenue of the Americas 360,632 6.0
New York, NY 10019
State of Wisconsin Investment Board P.O. Box 7842 347,900 5.7
Madison, WI 53707
</TABLE>
- ---------------
(1) Includes 173,436 shares owned by Mr. James E. Mohrhauser's wife and 12,778
shares owned by a trust for the benefit of members of his family. Mr.
Mohrhauser disclaims beneficial ownership of all such shares. Also includes
an option to purchase 33,000 shares, exercisable within 60 days of May 15,
1995.
4
<PAGE> 7
Shown below is information reported to the Company, as of May 15, 1995, as
to beneficial ownership of Common Stock of the Company for each nominee for
Director, for each Director continuing in office, for each Officer named in the
Summary Compensation Table below and for all Directors and such named Officers
as a group.
<TABLE>
<CAPTION>
SHARES OF STOCK PERCENT
NAME BENEFICIALLY OWNED OWNED
---- ------------------ -------
<S> <C> <C>
Raymond T. Aexel................................. 2,500(1) *
Denis H. Carroll................................. 5,895(2) *
William P. Killian............................... 6,100(1) *
Joan R. Lloyd.................................... 350 *
David J. McKendrey............................... 46,068(1) *
Herman B. McManaway.............................. 8,350 *
Thomas J. Magulski............................... 18,250(1) *
James E. Mohrhauser.............................. 448,912(3) 7.4%
Morris W. Reid................................... 15,468 *
Robert M. Sukalich............................... 7,300(1) *
All directors and named executive officers as a
group.......................................... 559,193(4) 9.2%
</TABLE>
- ---------------
* Less than one percent of the Company's outstanding shares of Common Stock.
(1) Includes shares issuable pursuant to stock options exercisable within 60
days of May 15, 1995 as follows: R. Aexel, 2,500 shares; W. Killian, 5,100
shares; D. McKendrey, 29,194 shares; T. Magulski, 6,250 shares; and R.
Sukalich, 7,000 shares.
(2) Includes 374 shares owned by Mr. Carroll's daughter for which beneficial
ownership is disclaimed.
(3) Includes 173,436 shares owned by Mr. James E. Mohrhauser's wife and 12,778
shares owned by a trust for the benefit of members of his family. Mr.
Mohrhauser disclaims beneficial ownership of all such shares. Also includes
an option to purchase 33,000 shares, exercisable within 60 days of May 15,
1995.
(4) Includes 83,044 shares issuable pursuant to stock options exercisable within
60 days of May 15, 1995.
5
<PAGE> 8
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following summary compensation table shows the compensation for the
past three years earned by or awarded or paid to the persons who were the chief
executive officer and the four other executive officers of the Company (the
"Named Officers") whose compensation exceeded $100,000 during fiscal year 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
FISCAL SALARY BONUS OTHER AWARDS
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION OPTIONS(#)
- ----------------------------------------- ------ -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
James E. Mohrhauser...................... 1995 $200,000 $100,000 0 0
Chairman and Chief Executive Officer 1994 200,000 33,335 0 0
1993 200,000 0 0 0
Thomas J. Magulski....................... 1995 $160,000 72,000 0 25,000
President and Chief Operating 1994 44,903 5,625 0 25,000
Officer(2)
Robert M. Sukalich....................... 1995 $ 84,700 $ 33,880 0 15,000
Vice President--Finance & Treasurer 1994 74,667 8,983 0 0
1993 63,500 0 0 5,000
Raymond T. Aexel......................... 1995 $121,810 $ 60,625 $ 67,592(3) 15,000
President--Custom Components and 1994 6,118 0 0 10,000
Medical Groups(3)
David J. McKendrey....................... 1995 $122,810 $ 53,729 0 15,000
President--Fluid Power Group 1994 118,085 47,234 0 0
1993 113,000 22,600 0 5,000
</TABLE>
- ---------------
(1) Mr. Magulski assumed the position of President and Chief Operating Officer
of the Company on December 14, 1993.
(2) Mr. Aexel assumed the position of President--Medical Group on March 11, 1994
and assumed the additional responsibilities of President--Custom Components
Group on November 14, 1994.
(3) Amount represents payments made to Mr. Aexel related to his relocation.
6
<PAGE> 9
OPTION GRANTS IN FISCAL YEAR 1995
The following table sets forth certain information as to options to
purchase Common Stock of the Company granted to the named officers under the
Versa Technologies, Inc. 1992 Employee Incentive Stock Option Plan during the
fiscal year ended March 31, 1995, and the potential realizable value of each
option grant.
OPTION GRANTS IN FISCAL YEAR 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------------- ANNUAL RATES OF
NUMBER OF STOCK PRICE
SECURITIES % OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OR OPTION TERM(3)
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION --------------------
NAME GRANTED(#)(1) IN FISCAL YEAR ($/SH)(2) DATE 5%($) 10%($)
- ---- ------------- --------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
James E. Mohrhauser...... None
Thomas J. Magulski....... 25,000 14% $ 14.12 9/26/04 $222,000 $562,500
Robert M. Sukalich....... 15,000 8 14.12 9/26/94 133,200 337,500
Raymond T. Aexel......... 15,000 8 14.12 9/26/04 133,200 337,500
David J. McKendrey....... 15,000 8 14.12 9/25/04 133,200 337,500
</TABLE>
- ---------------
(1) All options granted in fiscal 1995 become exercisable in 25% annual
increments beginning one year from the date of grant, and expire ten years
from the date of grant. Vesting may be accelerated as a result of certain
changes in control.
(2) All options were granted at market value on the date of grant. Market value
is the average of the high and low price on the date of grant.
(3) Potential realizable value is reported net of the exercise price but before
any income taxes associated with the exercise. These amounts assume that the
options were held for the entire ten-year period and that annual compounding
results in total appreciation of 63% (5% per year) and 159% (10% per year).
Actual gains, if any, on stock option exercises and Common Stock are
dependent on the future performance of the Common Stock and overall market
conditions. There can be no assurance that the amounts reflected in this
table will be achieved.
OPTIONS EXERCISED IN FISCAL YEAR 1995
The following table sets forth the number and value of unexercised options
held by each of the Named Officers at March 31, 1995. None of the Named Officers
exercised any options during fiscal 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
YEAR-END (#) AT FISCAL YEAR END(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
James E. Mohrhauser............................ 33,000 0 $41,250 $ 0
Thomas J. Magulski............................. 6,250 43,750 0 0
Robert M. Sukalich............................. 7,000 18,000 3,750 0
David J. McKendrey............................. 29,194 17,500 73,619 2,188
Raymond T. Aexel............................... 2,500 22,500 0 0
</TABLE>
- ---------------
(1) Represents the difference between $13.75, the closing price of the Company's
Common Stock on March 31, 1995, and the option exercise price.
7
<PAGE> 10
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Mr. Raymond T. Aexel,
who became President of the Company's Medical Group on March 11, 1994. The
Agreement provides that in the event of a termination of employment on or before
March 10, 1996, other than for cause, voluntary termination of employment,
permanent disability, or death, the Company will continue to pay Mr. Aexel his
then current monthly base compensation for the lesser period of twelve months or
until other employment is secured. Mr. Aexel's current base compensation is
$11,833 per month.
The Company entered into an employment agreement with Mr. Thomas J.
Magulski, who became President and Chief Operating Officer on December 14, 1993.
The Agreement provides that in the event of a termination of employment on or
before December 31, 1995, other than for cause, voluntary termination of
employment, permanent disability, or death, the Company will continue to pay Mr.
Magulski his then current monthly base compensation for the lesser period of
twelve months or until other employment is secured. Mr. Magulski's current base
compensation is $14,583 per month.
The Company entered into an employment agreement with Mr. James E.
Mohrhauser for a three year period ending March 31, 1997. Under the Agreement,
Mr. Mohrhauser will receive a base salary of $200,000, subject to annual review,
and be eligible to receive bonus compensation in accordance with the Company's
bonus plan for executive officers. In the event Mr. Mohrhauser ceases to be
employed by the Company for any reason, excluding termination for cause (as
defined in the Agreement) or voluntary resignation, the Company shall continue
to pay his base salary through March 31, 1997.
PENSION BENEFITS
The Named Officers are participants in the Versa Technologies, Inc.
Salaried, Administrative and Clerical Employees' Pension Plan (the "Pension
Plan"). Remuneration covered by the Pension Plan includes salaries, wages,
overtime payments, bonuses and commissions. For the Named Officers, covered
remuneration is as reported in the Summary Compensation Table. To be eligible to
participate in the Pension Plan an individual must complete at least 1,000 hours
of service during the fiscal year.
The following table illustrates the annual single life annuity under the
Pension Plan, before adjustment for Social Security benefits, upon retirement at
age 65 at various average remuneration levels (the average of the five highest
out of the last ten years) and years of service classifications:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE --------------------------------------------------------
REMUNERATION($) 10 15 20 25 30 OR MORE
--------------- ------- ------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
$100,000................. $16,667 $25,000 $ 33,333 $ 41,667 $ 50,000
125,000................. 20,833 31,250 41,667 52,083 62,500
150,000................. 25,000 37,500 50,000 62,500 75,000
175,000................. 29,167 43,750 58,333 72,917 87,500
200,000................. 33,333 50,000 66,667 83,333 100,000
250,000................. 41,667 62,500 83,333 104,167 125,000*
300,000................. 50,000 75,000 100,000 125,000* 150,000*
350,000................. 58,333 87,500 116,667 145,833* 175,000*
</TABLE>
------------------------
* These amounts are subject to reduction because of the annual
pension limitations imposed by the Employee Retirement
Income Security Act of 1974; the extent of any reduction,
however, will vary in individual cases according to
circumstances existing at the time pension payments begin.
The benefit calculation formula provides a benefit of 1 2/3% of average
remuneration, less 1 2/3% of primary Social Security benefits, times years of
service (to a maximum of 30 years). Calculations for the table do not include
the Social Security offset, since the amount of offset varies with the year a
participant attains age 65.
8
<PAGE> 11
The Pension Plan allows for early retirement upon attainment of age 55. The
amount of the participant's monthly retirement income will be his basic benefit
reduced by an amount equal to .5% for each month that his payments commence
prior to age 65.
As of April 1, 1995, the full years of service credit were, Mr. Mohrhauser
26; Mr. Magulski, 1; Mr. Sukalich, 5; Mr. Aexel, 1 and Mr. McKendrey, 31. In
accordance with the requirements of the Internal Revenue Code, Mr. Mohrhauser's
benefits under the Pension Plan commenced on April 1, 1994. Mr. Mohrhauser
received $71,243 during fiscal year 1995.
SUPPLEMENTAL PENSION AGREEMENT
This agreement, entered into on July 15, 1976, provides that the Company
will pay Mr. James E. Mohrhauser annually, commencing April 1, 1994, an amount
equal to 2 2/3% of his average annual compensation (as defined in the Pension
Plan), multiplied by his years of service, and reduced by the sum of (a) 1 2/3%
times his primary Social Security benefit, multiplied by his years of service,
and (b) the amount of retirement benefits received or receivable as a single
life annuity from all other retirement plans maintained by the Company or any of
its subsidiaries. Effective April 1, 1994, Mr. Mohrhauser began receiving the
combined annual benefit provided by this agreement and the Pension Plan in the
amount of $148,330.
PERSONNEL, COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Personnel, Compensation and Stock Option Committee (the "Committee") of
the Board of Directors establishes compensation objectives and policies for all
employees and determines compensation for the Company's executive officers,
including the Named Officers. The Committee is comprised entirely of independent
outside directors.
The Committee's objectives are to provide rewards which are linked to
Company and individual performance, and ensure that compensation and benefits
are at competitive levels enabling the Company to attract and retain quality
employees.
The Committee annually approves the base salaries of all executive
officers. For all executive officers other than the Chief Executive Officer, the
Committee closely reviews with management its recommendations prior to approval
of such salaries. Factors considered by management in its recommendations and by
the Committee in its approval process are the individual performance of each
executive officer and his or her contribution to the overall performance of the
Company or operating division. Company and division performance is measured
against the operating plans, as approved by the Company's Board of Directors.
Achievement of the operating objectives stated in the plans does not result in a
predetermined level of compensation. Compensation practices for comparable
positions outside the Company, as well as each executive officer's
responsibilities and experience are also considered. The practice of
establishing base salaries is subjective.
At Mr. Mohrhauser's request, his annual base salary of $200,000 again
remained unchanged from the prior year. Although the Committee believes that Mr.
Mohrhauser's salary is modest for a company of this size, the Committee
concurred with his request.
Presidents of the Company's operating units participate in bonus plans.
Payments are made in cash pursuant to a plan approved annually by the Committee.
The plan provides for bonuses up to 40% of base salary for operating unit
presidents. Under the formula, up to 50% of bonus is paid for attaining the
business' budgeted operating income goal, up to 30% of bonus is paid for
attaining the division's budgeted sales goal, and up to 20% of bonus is paid for
attaining measurable objectives established for each participant in the plan. An
over-achievement component is included if a business exceeds 100% of its
operating income objective.
Bonuses for executive officers other than operating unit presidents are
paid based on a plan approved by the Committee. The plan is similar to that of
unit presidents in that it provides for bonuses up to 50% of base
9
<PAGE> 12
salary if the Company achieves established financial goals based principally on
achievement of the Company's net earnings goal. Under this plan, in fiscal year
1995, the Committee awarded Mr. Mohrhauser a bonus in an amount equal to 50% of
his base salary. The plan also gives the Committee discretionary authority to
award additional bonuses for outstanding individual performance by an executive
officer.
The Committee is responsible for the administration of the Versa
Technologies, Inc. 1992 Employee Incentive Stock Option Plan ("the Option
Plan"). The purpose of the Option Plan is to promote the long-term success of
the Company by providing financial incentives to key employees who are in
positions to make significant contributions toward such success. Management
makes subjective recommendations to the Committee for the grant of options to
all participants in the Option Plan, including the executive officers except Mr.
Mohrhauser. Mr. Mohrhauser was not granted an option during fiscal 1995.
This report is submitted by the Personnel, Compensation and Stock Option
Committee:
Denis H. Carroll, Chairman
William P. Killian
Joan R. Lloyd
Herman B. McManaway
Jon G. Udell
10
<PAGE> 13
PERFORMANCE GRAPH
5 Year--Total Return
The following Common Stock performance graph compares the yearly change in
the Company's cumulative total shareholder return on the Company's Common Stock
with the cumulative total return of the S & P Diversified Manufacturers Index
and the Russell 2000 Index during the five year period ended March 31, 1995.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Versa Technologies, Inc., S & P Diversified Mfg. Index and the Russell 2000
Index
<TABLE>
<CAPTION>
Versa Tech- S & P Diver-
Measurement Period nologies, sified Mfg. Russell 2000
(Fiscal Year Covered) Inc. Index Index
<S> <C> <C> <C>
3/31/90 100.00 100.00 100.00
3/31/91 114.30 108.10 106.80
3/31/92 124.60 118.50 129.20
3/31/93 114.10 128.40 148.40
3/31/94 134.90 149.80 164.80
3/31/95 129.70 174.50 173.90
</TABLE>
(1) Assumes that the value of the investment in Versa Technologies, Inc.'s
Common Stock and each index was $100 on March 31, 1990 and that all
dividends were reinvested.
(2) The Russell 2000 Index is comprised of medium sized companies ranked by
market capitalization from 1,001 to 3,000. Approximately 60% of the
companies in the index are traded on NASDAQ.
11
<PAGE> 14
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed Deloitte & Touche LLP to serve as auditors for the Company during the
ensuing year. Unless otherwise directed, the proxy will be voted in favor of the
ratification of such appointment. Although this appointment is not required to
be submitted to a vote by shareholders, the Board of Directors believes it
appropriate as a matter of policy to request that shareholders ratify the
appointment. If shareholder ratification is not received, the Board of Directors
will reconsider the appointment.
Deloitte & Touche LLP has served as auditors for the Company since 1976.
It is expected that a representative of the auditors will be present at the
Annual Meeting with the opportunity to make a statement if he or she desires to
do so and will also be available to respond to appropriate questions at the
meeting.
TRANSACTION OF OTHER BUSINESS
The Board of Directors is not aware of any other matters which are to be
presented at the meeting. However, if any other matters should properly come
before the meeting, it is the intention of the persons named in the enclosed
proxy to vote in accordance with the best judgement of a majority of them on the
matters presented.
DEADLINE FOR SHAREHOLDER PROPOSALS--1996 MEETING
A proposal that a shareholder intends to present at the 1996 Annual Meeting
can be considered for inclusion in the proxy materials for that meeting only if
received in writing by the Company at its principal office on or before February
16, 1996.
ANNUAL REPORT
The Company's annual report to shareholders for the fiscal year ended March
31, 1995, accompanies or preceded this proxy solicitation, but the report is not
incorporated in this proxy statement and is not deemed to be a part of the proxy
solicitation materials.
By Order of the Board of Directors
LAWRENCE BLOCK, Secretary
June 19, 1995
12
<PAGE> 15
VERSA TECHNOLOGIES, INC.
9301 Washington Avenue
P.O. Box 085012
Racine, Wisconsin 53408-5012
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Denis H. Carroll, James E. Mohrhauser and Herman B.
McManaway as Proxies, each with the power to appoint his substitute, and
authorizes each of them to represent and vote, as designated below, all the
shares of Common Stock of Versa Technologies, Inc. held of record by the
undersigned on June 1, 1995 at the annual meeting of stockholders to be held on
July 25, 1995 or any adjournment thereof.
1. Election of Directors
William P. Killian [ ] FOR [ ] WITHHOLD AUTHORITY
Joan R. Lloyd [ ] FOR [ ] WITHHOLD AUTHORITY
2. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors for the fiscal year ending March 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed on other side)
<PAGE> 16
(Continued from other side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. 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
THE ELECTION OF ALL TWO NOMINEES LISTED IN PROPOSAL 1, FOR PROPOSAL 2, AND ON
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING, IN ACCORDANCE WITH
THE BEST JUDGMENT OF THE NAMED PROXIES.
Please sign exactly as name appears on the left. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name, executed by the president
or other authorized officer. If a partnership, please sign in partnership name
by authorized person.
_________________________________
Signature
_________________________________
Signature if held jointly
Dated________________________, 1995
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
