SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(X) Filed by the Registrant
( ) 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-b(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
EXOTECH INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid 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:
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EXOTECH INCORPORATED
8502 DAKOTA DRIVE
GAITHERSBURG, MARYLAND 20877
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 27TH, 1996
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To the Shareholders of Exotech Incorporated:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Exotech
Incorporated will be held at the corporate office, 8502 Dakota Drive,
Gaithersburg, Maryland 20877 at 9:00 a.m., on June 27, 1996 for the following
purposes:
(1) Election of Directors to hold office until the next Annual Meeting of
Shareholders and until their respective successors are duly elected and qualify;
(2) Consideration and transaction of such other business matters as may properly
come before the Meeting or adjournment thereof.
The Board of Directors has fixed the close of business on May 31, 1996 as the
record date for the determination of shareholders entitled to vote at the Annual
Meeting. The list of shareholders entitled to vote will be available for
examination by any shareholder in the corporate office for ten days prior to the
Annual Meeting.
By Order of the Board of Directors
Calvin S. Koonce, Secretary
YOU ARE INVITED TO ATTEND THIS MEETING IN PERSON, HOWEVER, IF YOU CANNOT DO SO,
PLEASE COMPLETE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
Date: June 6, 1996
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PROXY STATEMENT
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This Proxy Statement is being furnished to the Shareholders of Exotech
Incorporated (the "Company") in connection with the solicitation by the issuer
of proxies to be used at the Annual Meeting of Shareholders scheduled to be held
on June 27, 1996. The expense of solicitation of proxies will be paid by the
Company. In addition to solicitation by mail, certain officers and employees of
the Company may solicit in person or by telephone or telegraph. The date of the
first mailing of this Proxy Statement is June 10, 1996.
Proxies in the form inclosed, properly executed by Shareholders, which are
returned to the Company and not revoked, will be voted at such meeting. A Proxy
may be revoked at any time before it is voted.
The Annual Report of the Company for the fiscal year ended June 30, 1995,
accompanies this Proxy Statement and is not considered a part hereof,
STOCK OWNERSHIP
The record date as of which Shareholders are entitled to vote at this meeting
is close of business on May 31, 1996, The Common Stock of the Company, $.01 par
value, is the only class of securities entitled to vote at the Annual Meeting.
At the close of business on May 31, 1996, 942,387 shares of Common Stock were
outstanding, As far as is known to management of the Company, the only persons
holding of record or beneficially more than 5% of the Common Stock of the
Company are Carter C. Chinnis, Calvin S. Koonce, Robert G. Lyle, Denzil C.
Pauli, Samuel Schalkowsky and William T. Stephens.
Name and Address Number of Shares Percent
of Beneficial Owner Owned of class
Carter C. Chinnes
303 N. Vine street
Richmond, VA 23220 91,444 9.70%
Calvin S. Koonce
6550 Rock Spring drive
Bethesda, MD 20817 102,100 10.83%
Robert G. Lyle
RR4 Box 485
Leesburg, VA 20075 68.242 7.24%
Denzil C. Pauli
13031 Bluhill Road
Aspen Hill, MD 20906 204,547 21.71%
Samuel Schalkowsky
4003 Woodlawn Road
Chevy Chase, Md 20014 92,076 9.77%
William T. Stephens
P.O. Box 1096
McLean, VA 22101 100,119 10.62%
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All officers and directors as a group own a total of 170,342 shares,
representing 18.08% of the Common Stock.
QUORUM AND VOTING
The presence, in person or by Proxy, of the holders of a majority of the
issued and outstanding Common Stock of the Company is necessary to constitute a
quorum at the Annual Meeting of Shareholders. Each share of Common Stock is
Entitled to one vote.
ELECTION OF DIRECTORS
Three directors are to be elected for a period of one year to serve until the
next Annual Meeting of Shareholders and until their successors are elected and
have qualified.
The enclosed Proxy (unless otherwise directed) will be noted FOR the election
of three nominees for directors named below. If any nominee shall be unable to
serve, the Proxy will be voted for a nominee substituted by Management of the
Company, and for other nominees below. The Management of the Company has no
reason to believe that any nominee will be unable to serve. The following
information as to shares of Common Stock owned by the representative nominee was
furnished by them:
Robert G. Lyle (67) - President and Chief Executive Officer of the Company.
Chief Executive Officer of Exotech Research & Analysis, Inc. Director since
1976. Shares owned as of May 19, 1995 - 68,242.
James G. Pauli (40) - Managing Consultant, Electronic Data Systems, Inc.
Director since 1989.
Andrew Wong (43) - Vice President, Marketing, GE Spacenet. Member, Board of
Advisors, University of California, Engineering Department, Lawrence Livermore
Laboratory.
Messrs. Lyle and Pauli are currently directors of the Company and each has
served continuously as a director since the date of the first election or
appointment to such office as indicated above.
Messrs. Pauli and Wong have taken new positions in their principal
occupations in the past year. Prior to their current positions, Mr. Pauli was
Management Analyst for Price Waterhouse (6 years), and Mr. Wong was Director,
Business Development for Comsat Mobile Communications (4 Years). Mr. Lyle has
been President and Chief Executive Officer of the Company since May 16, 1976 and
as officer and employee of the Company or its subsidiary since 1972.
In the fiscal year ended June 30, 1995, there were six Board Meetings with
each of the directors attending at least five of the meetings.
The Company does not have a standing compensation of nominating committee of
the Board of Directors or other committees performing similar functions.
REMUNERATION OF OFFICERS AND DIRECTORS
The following information is furnished with respect to the remuneration paid
to officers and directors of the Company whose aggregate direct remuneration (on
an accrual basis) exceed $60,000 during fiscal year 1995 as well as to all
officers and directors as a group.
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No individual received aggregate remuneration exceeding $60,000. Directors
and officers as a group of four persons: $51,000.00.
INDEPENDENT PUBLIC ACCOUNTANTS
Since 1976 the Company has engaged the firm of Hoye, Graves, Bailey &
Associates as its independent public accountants. On June 1, 1990, this firm
merged with, and has taken the name of, Linton, Shafer & Co., P.A. They do not
perform any non-audit services for the Company. no representative of this firm
is planning to attend the Annual Meeting of shareholders.
The Board of Directors has formed as Audit Committee which meets several
times throughout the year and at least once each year with the independent
auditors. The members of this Committee are Calvim S. Koonce and James G. Pauli.
In addition to a thorough review of the monthly financial statements and cash
flow projections, the Committee approves the appointment of the independent
auditors and reviews the results of their annual audit. It has also reviewed the
Company's internal control policies and believes them to be adequate. No other
committees have been formed or are contemplated.
SHAREHOLDER PROPOSALS
Shareholder proposals for inclusion in next year's (1996) proxy statement
must be received by the Company no later than September 15, 1996.
OTHER MATTERS
Management knows of no other matters that may properly be, or which are
likely to be, brought before the Meeting. However, if and other matters are
properly brought before the Meeting, the persons named in the enclosed proxy or
their substitute will vote in accordance with their best judgement on such
matters.
By order of the Board of Directors
Calvin S. Koonce, Secretary
Date: June 7, 1996
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REPORT TO SHAREHOLDERS:
This Report presents the results of the Company's operations in the
fiscal year ended June 30, 1995. It is a copy of the Company's Form 10-K Report
filed with the U.S. Securities and Exchange Commission for the period.
The past nine months has been a demanding period of uncertainties and
challenges for the Company. Much of what had to be dealt with related to
completion of design and development work for a new product, the Autoplate 4000,
a microprocessor-controlled dispenser that deposits a precise amount of a liquid
sample in a spiral pattern onto the surface of a rotating agar plate. This work
was accomplished in the first half of the current fiscal year and fifteen of the
new instruments were delivered during that period. Production of the product has
been steadily improved in recent months with shipments of twenty additional
units by the end of May 1996. Early indications are that the instrument is being
well received in a very competitive market.
The present backlog of orders for the company's products at this date is
$320,000, up 163% compared to one year earlier. Although working capital
continues to be severely limited, the Company's management and employees
continue to be committed to improving productivity and attaining profitability.
Robert G. Lyle, President and
Chief Executive Officer
June 7, 1996
