<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 [ ] 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
Versa Technologies, Inc.
- -------------------------------------------------------------------------------
(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] No fee required.
[ ] 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.:
- --------------------------------------------------------------------------------
(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 22, 1997
To the Shareholders of Versa Technologies, Inc.:
The Annual Meeting of Shareholders of Versa Technologies, Inc. (the
"Company"), will be held on Tuesday, July 22, 1997, 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 three Class II directors of the Company for three year
terms expiring in 2000.
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the fiscal year ending March 31, 1998.
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 2, 1997, 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
LAWRENCE BLOCK, Secretary
June 16, 1997
<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 are 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 22, 1997, 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 16, 1997.
RECORD DATE AND VOTING SECURITIES
As of June 2, 1997, the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting, the outstanding voting
securities of the Company consisted of 5,580,610 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 three nominees for
Class II directors for terms expiring in 2000; and (2) ratification of the
appointment of Deloitte & Touche LLP as independent auditors for the fiscal year
ending March 31, 1998.
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. 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 directions to withhold authority, abstentions and broker
non-votes (which occur when a broker or other nominee holding shares for a
beneficial owner does not vote on a particular proposal, because such broker or
other nominee does not have discretionary voting power with respect to that item
and has not received instructions from the beneficial owner) as present and
entitled to vote for purposes of determining the presence of a quorum for the
transaction of business at the Annual Meeting. Directions to withhold authority
will have no effect on the election of directors, because directors are elected
by a plurality of votes cast. For purposes of determining shareholder approval,
abstentions will be treated as shares of Common Stock voted against ratification
of the appointment of Deloitte & Touche LLP as independent auditors for the
fiscal year ending March 31, 1998.
The three 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 auditors for the fiscal year 1998 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 auditors for the fiscal year
1997.
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 eight. The
Certificate of Incorporation divides the Board of Directors into three classes
with terms of three years each, staggered to expire in successive years. Three
directors in Class II whose terms expire in 1997 are standing for reelection.
All nominees for election to the Board of Directors at the 1997 Annual Meeting
will be elected for a term of three years and shall serve until their terms
expire at the 2000 Annual Meeting or until their successors are duly elected and
have qualified. The three directors in Class III will continue to serve until
the 1998 Annual Meeting, and the two directors in Class I will continue to serve
until the 1999 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
or she 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
II 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 II
FOR TERMS EXPIRING 2000
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE
------------ --------
<S> <C>
Herman B. McManaway, 71..................................... 1970
Morris W. Reid, 71.......................................... 1982
Thomas J. Magulski, 53...................................... 1993
</TABLE>
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
CLASS III
TERMS EXPIRING 1998
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE
------------ --------
<S> <C>
William P. Killian, 62...................................... 1991
Joan R. Lloyd, 47........................................... 1994
Richard H. Marks, 59........................................ 1997
</TABLE>
CLASS I
TERMS EXPIRING 1999
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE
------------ --------
<S> <C>
James E. Mohrhauser, 74..................................... 1970
Denis H. Carroll, 58........................................ 1983
</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.
Denis H. Carroll -- Chairman and Chief Executive Officer of CRL Industries,
Inc. (a holding company) since October 1992 and Vice President of American
Couplings Company since April 1997. President and Treasurer of American
Couplings Company from January 1970 to April 1997.
William P. Killian -- Vice President, Corporate Development and Strategy of
Johnson Controls, Inc., Milwaukee, Wisconsin (a diversified industrial products
and systems company) since April 1976. Mr. Killian is also a director of
Interstate Battery Systems of America, AquaChem, Inc., and Gehl Company.
Joan R. Lloyd -- President of Joan Lloyd & Associates, 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.
Richard H. Marks -- President of Eder Industries, Inc. since December 1987.
Versa Technologies, Inc. acquired Eder Industries in October 1996.
Herman B. McManaway -- Retired. Vice President of Ruddick Corporation and
President of Ruddick Investment Co. from September 1973 to December 1986. 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 1989. President and Chief
Executive Officer of the Company prior to April 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 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
J. Lloyd (Chairperson), W. Killian, D. Carroll, and H. McManaway met one time
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 W. Killian
(Chairperson), D. Carroll, 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 D. Carroll (Chairperson), W. Killian, and J. Lloyd, 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 (Chairperson), 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 $8,500 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, 1997, D. Carroll, W. Killian, H. McManaway, J. Lloyd, and
M. Reid, 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 upon the earlier to occur of ten years from the
date of grant or upon termination as an officer or director of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of May 15, 1997, 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 570,200 10.15
Chicago, IL 60602-4298
Fenimore Asset Management, Inc. ................. P.O. Box 310 551,383 9.81
Cobleskill, NY 12043
James E. Mohrhauser.............................. 9301 Washington Avenue 436,134(1) 7.7
Racine, WI 53408-5012
T. Rowe Price Associates......................... 100 East Pratt Street 351,000 6.25
Baltimore, MD 21202
State of Wisconsin Investment Board.............. P.O. Box 7842 347,900 6.19
Madison, WI 53707
</TABLE>
- ---------------
(1) Includes 173,436 shares owned by Mr. James E. Mohrhauser's wife, for which
beneficial ownership is disclaimed. Also includes an option to purchase
33,000 shares exercisable within 60 days of May 15, 1997.
4
<PAGE> 7
Shown below is information reported to the Company, as of May 15, 1997, 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>
Denis H. Carroll................................. 8,395(1) *
Michael W. Garvey................................ 2,500(2) *
William P. Killian............................... 8,600(2) *
Joan R. Lloyd.................................... 3,692(3) *
David J. McKendrey............................... 37,500(2) *
Herman B. McManaway.............................. 10,850(2) *
Thomas J. Magulski............................... 32,740(2) *
Richard H. Marks................................. 0 *
James E. Mohrhauser.............................. 436,134(4) 7.7%
Morris W. Reid................................... 17,968(2) *
Robert M. Sukalich............................... 17,800(2) *
All directors and named officers as a group...... 576,179(5) 10.1%
</TABLE>
- ---------------
* Less than one percent of the Company's outstanding shares of Common Stock.
(1) Includes 374 shares owned by Mr. Carroll's daughter for which beneficial
ownership is disclaimed. Also includes 2,500 shares issuable pursuant to
stock options exercisable within 60 days of May 15, 1997.
(2) Includes shares issuable pursuant to stock options exercisable within 60
days of May 15, 1997 as follows: M. Garvey, 2,500 shares; W. Killian, 7,600
shares; D. McKendrey, 27,500 shares; H. McManaway, 2,500 shares; T.
Magulski, 20,740 shares; Morris W. Reid, 2,500; and R. Sukalich, 17,500
shares.
(3) Includes 117 shares owned by Ms. Lloyd's husband, for which beneficial
ownership is disclaimed. Also includes 2,500 shares issuable pursuant to
stock options exercisable within 60 days of May 15, 1997.
(4) Includes 173,436 shares owned by Mr. Mohrhauser's wife, for which beneficial
ownership is disclaimed. Also includes an option to purchase 33,000 shares
exerciseable within 60 days of May 15, 1997.
(5) Includes 118,840 shares issuable pursuant to stock options exerciseable
within 60 days of May 15, 1997.
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 $100,000 during fiscal year 1997.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------- ------------
FISCAL AWARDS
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS(#)
--------------------------- ------ ---------- --------- ------------
<S> <C> <C> <C> <C>
James E. Mohrhauser.................................. 1997 $228,800 $108,680 0
Chairman and Chief Executive 1996 220,000 16,500 0
Officer 1995 200,000 100,000 0
Thomas J. Magulski................................... 1997 $182,000 $ 77,805 0
President and Chief Operating 1996 175,000 11,813 0
Officer 1995 160,000 72,000 25,000
Robert M. Sukalich................................... 1997 $104,518 $ 39,717 0
Vice President--Finance & 1996 95,000 8,550 0
Treasurer 1995 84,700 33,880 15,000
David J. McKendrey................................... 1997 $134,629 $ 57,083 0
President--Fluid Power 1996 128,000 58,539 0
122,810 53,729 15,000
1995
Michael W. Garvey(1)................................. 1997 $118,833 $ 15,000 10,000
President--Engineered Materials
</TABLE>
- ---------------
(1) Mr. Garvey joined the Company on April 1, 1996 as Vice President of
Operations for Mox-Med/Moxness.
6
<PAGE> 9
OPTION GRANTS IN FISCAL YEAR 1997
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, 1997, and the potential realizable value of each
option grant.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(3)
OPTIONS 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.......... None
Robert M. Sukalich.......... None
David J. McKendrey.......... None
Michael W. Garvey........... 10,000 16% 13.63 5/16/06 $85,800 $217,300
</TABLE>
- ---------------
(1) All options granted in fiscal 1997 become exercisable in 25% annual
increments beginning one year from the date of grant, and expire in ten
years from date of grant. Upon a change in control of the Company all
granted options become exercisable.
(2) Options are granted at market value on the date of grant. Market value is
the closing market price on the date of grant.
(3) Represents the potential realizable value net of the exercise price but
before any income taxes associated with the exercise that would be realized
assuming the options were held for the entire ten-year period and that the
stock price increased at compound rates of 5% and 10% a base price of $13.63
per share. Actual gains, if any, on stock option exercises and Common Stock
are dependent on the future performance of the Common Stock and overall
market conditions. There can be no assurance that the amounts reflected in
this table will be achieved.
7
<PAGE> 10
OPTIONS EXERCISED IN FISCAL YEAR 1997
The following table sets forth the number and value of exercised options
and the number and value of unexercised options held by each of the Named
Officers at March 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR-END (#) AT FISCAL YEAR END(1)
ACQUIRED OR VALUE --------------------------- ---------------------------
NAME EXERCISED (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James E. Mohrhauser...... 33,000 0 $37,125 $ 0
Thomas J. Magulski....... 20,740 29,260 $ 0 $ 0
Robert M. Sukalich....... 17,500 7,500 $ 3,375 $ 0
David J. McKendrey....... 11,694 43,593 23,750 7,500 $20,625 $ 0
Michael W. Garvey........ 0 10,000 $ 0 $ 0
</TABLE>
- ---------------
(1) Represents the difference between $13.625, the closing price of the
Company's Common Stock on March 31, 1997, and the option exercise price.
EMPLOYMENT AGREEMENT
The Company's subsidiary, Eder Industries, Inc., entered into an employment
agreement with Mr. Richard H. Marks for a three year period ending November 30,
1999. Under the agreement, Mr. Marks will receive a base salary of $226,000 and
be eligible to receive bonus compensation in accordance with the Company's bonus
plan for executive officers.
PENSION BENEFITS
The Named Officers are participants in the Versa Technologies, Inc.
Salaried, Administrative and Clerical Employees' Pension Plan (the "Pension
Plan"). Remuneration covered by the Pension Plan includes salaries, wages,
overtime payments, bonuses and commissions. For the Named Officers, covered
remuneration is as reported in the Summary Compensation Table. To be eligible to
participate in the Pension Plan an individual must complete at least 1,000 hours
of service during the fiscal year.
The following table illustrates the annual single life annuity under the
Pension Plan, before adjustment for Social Security benefits, upon retirement at
age 65 at various average remuneration levels (the average of the five highest
out of the last ten years) and years of service classifications:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE -----------------------------------------------------
REMUNERATION($) 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*
400,000................ 66,667 100,000 133,333* 166,667* 200,000*
450,000................ 75,000 112,500 150,000* 187,500* 225,000*
</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.
8
<PAGE> 11
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.
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, 1997, the full years of service credit were, Mr. Mohrhauser
28; Mr. Magulski, 3; Mr. Sukalich, 7; Mr. McKendrey, 33; and Mr. Garvey, 0. In
accordance with the requirements of the Internal Revenue Code, Mr. Mohrhauser's
benefits under the Pension Plan commenced on April 1, 1995. Mr. Mohrhauser
received $71,243 during fiscal year 1997.
SUPPLEMENTAL PENSION AGREEMENT
This agreement, entered into on July 15, 1976, provides that the Company
will pay Mr. James E. Mohrhauser annually 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. Mr.
Mohrhauser's benefits began April 1, 1994. During fiscal year 1997, Mr.
Mohrhauser received 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.
The Committee approved a 4% increase in Mr. Mohrhauser's annual base salary
to $228,800 for fiscal 1997. The Committee felt the increase was in order as Mr.
Mohrhauser continues to provide strong leadership in the development of the new
management team and the refocus of the company.
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.
9
<PAGE> 12
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 salary if the
Company achieves financial goals established by the Committee based principally
on achievement of the Company's net earnings goal. For fiscal year 1997, the
Committee determined that net earnings would be adjusted to reduce the effect of
certain non-recurring non-operating charges. In fiscal year 1997, the Committee
awarded Mr. Mohrhauser a bonus in an amount equal to 48% of his base salary.
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 1997.
This report is submitted by the Personnel, Compensation and Stock Option
Committee:
Joan R. Lloyd, Chairperson
Denis H. Carroll
William P. Killian
Herman B. McManaway
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, 1997.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD VERSA S & P DIVERSIFIED RUSSELL 2000 INDEX
(FISCAL YEAR COVERED) TECHNOLOGIES, INC. MFG. INDEX
<S> <C> <C> <C>
3/31/92 100.0 100.0 100.0
3/31/93 91.6 108.4 114.9
3/31/94 108.3 126.4 127.5
3/31/95 104.1 147.3 134.5
3/31/96 111.4 207.5 173.6
3/31/97 114.4 261.9 182.4
</TABLE>
(1) Assumes that the value of the investment in Versa Technologies, Inc.'s
Common Stock and each index was $100 on March 31, 1992 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
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 judgment of a majority of them on the
matters presented.
DEADLINE FOR SHAREHOLDER PROPOSALS--1998 MEETING
A proposal that a shareholder intends to present at the 1997 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
15, 1998.
ANNUAL REPORT
The Company's annual report to shareholders for the fiscal year ended March
31, 1997, 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
Law.Block Sig
LAWRENCE BLOCK, Secretary
June 16, 1997
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 and William P. Killian 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 2, 1997 at
the annual meeting of shareholders to be held on July 22, 1997 or any
adjournment thereof.
1. Election of Directors
Herman B. McManaway [ ] FOR [ ] WITHHOLD AUTHORITY
Morris W. Reid [ ] FOR [ ] WITHHOLD AUTHORITY
Thomas J. Magulski [ ] FOR [ ] WITHHOLD AUTHORITY
2. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors for the fiscal year ending March 31, 1998
[ ] 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)
(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
<PAGE> 16
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE THREE 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________________________, 1997
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
