<PAGE>
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 ss.240.14a-11(c) or ss.240.14a-12
Pico Products, 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>
PICO PRODUCTS, INC.
12500 Foothill Boulevard
Lakeview Terrace, California 91342
December 16, 1997
Dear Shareholder:
The Company's Annual Meeting of Shareholders for the fiscal year ended
July 31, 1997 (the "Meeting"), will be held at 10:00 A.M. Pacific Time on
Saturday, January 17, 1998, at Pico Products, Inc., 12500 Foothill Boulevard,
Lakeview Terrace, California 91342. If you plan to attend the Meeting and need
directions, please feel free to telephone the Company at (818) 897-0028. We hope
that you will attend.
The formal Notice of Annual Meeting of Shareholders and the Proxy
Statement for the Meeting are on the following pages.
Please note that the Board of Directors of the Company recommends a
vote "FOR" the election of four directors to serve until the Annual Meeting of
Shareholders for the fiscal year ending July 31, 1998 and "FOR" the
ratification of the appointment of Deloitte & Touche LLP as independent public
accountants of the Company.
In order to assure that a quorum is present at the Meeting, you are
urged to sign and mail the enclosed proxy card at once even though you may plan
to attend in person. You may revoke the proxy granted in the proxy card at any
time prior to its being voted by filing with the Secretary of the Company either
an instrument of revocation or a duly executed proxy card bearing a later date.
If you attend the Meeting, you may elect to revoke the proxy and vote your
shares in person.
The prompt return of your proxy card will help us avoid the expense of
further requests for proxies.
For your convenience in returning your proxy card, we enclose a return
envelope which requires no postage.
Very truly yours,
/s/ Charles G. Emley, Jr.
--------------------------
Charles G. Emley, Jr.
Chairman and Chief
Executive Officer
<PAGE>
PICO PRODUCTS, INC.
12500 Foothill Boulevard
Lakeview Terrace, California 91342
------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held January
17, 1998
------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Pico
Products, Inc. (the "Company") for the fiscal year ended July 31, 1997, will be
held at Pico Products, Inc., 12500 Foothill Boulevard, Lakeview Terrace,
California 91342, on Saturday, January 17, 1998, at 10:00 A.M. Pacific Time, for
the following purposes:
1. To elect the members of the Board of Directors to serve
until the next annual meeting of shareholders and until their
successors are duly elected and qualified.
2. To consider and act upon a proposal to ratify the
appointment by the Board of Directors of Deloitte & Touche LLP
as the independent public accountants for the Company for the
fiscal year ending July 31, 1998.
3. To consider and transact such other business as may
properly be brought before the Meeting or any adjournment
thereof.
Only shareholders of record at the close of business on December 10,
1997, will be entitled to vote at the Meeting.
By Order of the Board of Directors,
/s/ Spencer W. Franck, Jr.
-----------------------------------
Spencer W. Franck, Jr.
Secretary
Lakeview Terrace, California
December 16, 1997
- - --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Meeting, please complete, date, sign
and mail your proxy card promptly in the enclosed postage paid envelope.
- - --------------------------------------------------------------------------------
<PAGE>
PICO PRODUCTS, INC.
12500 Foothill Boulevard
Lakeview Terrace, California 91342
---------------------------------
PROXY STATEMENT
---------------------------------
ANNUAL MEETING OF SHAREHOLDERS
January 17, 1998
This Proxy Statement and the enclosed form of proxy card are intended
to be sent or given to shareholders of Pico Products, Inc. (the "Company") on or
about December 16, 1997, in connection with the solicitation of proxies by the
management of the Company ("Management") on behalf of the Board of Directors of
the Company for use at the Annual Meeting of Shareholders for the fiscal year
ended July 31, 1997 (the "Meeting"), which will be held on Saturday, January 17,
1998, at 10:00 A.M. Pacific Time, at Pico Products, Inc., 12500 Foothill
Boulevard, Lakeview Terrace, California 91342.
If the enclosed proxy card is properly signed and returned, the shares
represented by the proxy card will be voted and, if the shareholder indicates a
voting choice in the proxy card, the shares will be voted in accordance with the
choice. If the proxy card is signed but no specification is made, the shares
represented by the proxy card will be voted "FOR" the election of the nominees
for director listed below and "FOR" the ratification of the appointment of
Deloitte & Touche LLP as the independent public accountants for the Company for
the fiscal year ending July 31, 1998. Management knows of no business that will
be presented at the Meeting other than that which is set forth in this Proxy
Statement. If any other matter properly comes before the Meeting, the proxy
holders will vote the shares represented by the proxy cards in accordance with
their best judgment, subject to contrary shareholder instructions on any
specific proxy.
Any proxy granted in a proxy card may be revoked by the shareholder
giving it, at any time prior to its being voted, by filing with the Secretary of
the Company an instrument of revocation or a duly executed proxy card bearing a
later date. Any proxy granted in a proxy card may also be revoked by the
shareholder's attendance at the Meeting and election, by filing an instrument of
revocation, to vote in person.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on December 10,
1997, as the record date (the "Record Date") for the determination of the
shareholders of the Company entitled to notice of, and to vote at, the Meeting.
At that date, there were 4,185,913 shares of the Company's common stock, $0.01
par value (the "Common Stock"). The shareholders of record on the Record Date
will be entitled to one vote per share of Common Stock on each matter submitted
to the shareholders at the Meeting. No other voting securities of the Company
are outstanding. The presence at the Meeting, in person or by proxy, of the
holders of a majority of the Common Stock entitled to vote shall constitute a
quorum for the transaction of business at the Meeting. Assuming a quorum is
present, the affirmative vote of (i) a plurality of the votes cast at the
Meeting will be required for the election of directors, and (ii) a majority of
the votes cast at the Meeting will be required for the ratification of the
appointment of Deloitte & Touche LLP as the independent public accountants for
the fiscal year ending July 31, 1998, as well as for approval of such other
matters as may properly come before the Meeting or any adjournment of the
Meeting.
Neither abstentions nor broker non-votes will have any effect on the
outcome of the votes for the election of directors and the ratification of the
Company's independent public accountants. In the event a broker that is a record
holder of Common Stock does not return a signed proxy, the Common Stock
represented by such proxy will not be considered present at the Meeting and,
therefore, will not be counted towards a quorum.
<PAGE>
The following table sets forth, as of November 15, 1997, the number and
percentage of shares of the Company's Common Stock (the Company's only
outstanding class of capital stock) which, according to information supplied to
the Company, are beneficially owned by: (i) each person who is the beneficial
owner of more than 5% of the Common Stock; (ii) each of the directors and the
nominees for directorship of the Company individually; (iii) the chief executive
officer of the Company; (iv) each of the named executive officers (as that
phrase is defined in the section of this Proxy Statement entitled "Executive
Compensation"); and (v) all current directors and executive officers of the
Company as a group. Unless otherwise indicated, the persons named in the table
below have sole voting and investment power with respect to all Common Stock
shown as beneficially owned by them.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Owned Percent of
as of Class
Name and Address November 15, 1997 (Approx.)(1)
- - ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles G. Emley, Jr. (2) 97,916 2.3%
817 S. Madison Avenue
Pasadena, California 91106
David A. Heenan (3) 2,000 *
c/o The Estate of James Campbell
900 Fort Street Mall, Suite 1450
Honolulu, Hawaii 96813
E.B. Leisenring, Jr. (4) 49,479 1.2%
One Tower Bridge, Suite 501
West Conshohocken, Pennsylvania 19428
Pierson G. Mapes (5) 235,056 5.4%
8 Sterlington Road
Pierson Lakes
Sloatsburg, New York 10974
William W. Mauritz (6) 24,440 *
William W. Mauritz & Assoc.
386 Park Avenue South
New York, NY 10016
Robert G. Cunningham (7) 8,333 *
c/o Pico Products, Inc.
12500 Foothill Boulevard
Lakeview Terrace, California 91342
Robert J. Greiner, Jr. (8) 144,233 3.4%
c/o Pico Products, Inc.
6315 Fly Road
East Syracuse, New York 13057
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Owned Percent of
as of Class
Name and Address November 15, 1997 (Approx.)(1)
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Norman F. Reinhardt (9) 19,416 *
c/o Pico Products, Inc.
12500 Foothill Boulevard
Lakeview Terrace, California 91342
Everett T. Keech (10) 303,100 7.0%
One Tower Bridge, Suite 501
West Conshohocken, Pennsylvania 19428
Allied Capital Corporation (11) 1,954,754 33.6%
One Maritime Plaza, Suite 1750
San Francisco, CA 94111
The Sinkler Corporation (12) 335,063 7.5%
c/o Montgomery, McCracken
Walker & Rhoads, LLP
Fidelity Building
123 South Broad Street
Philadelphia, PA 19109-1029
All directors and executive officers 580,873 12.7%
as a group. (8 individuals)
</TABLE>
- - ----------------------
* Denotes less than one percent of class.
(1) The percent of class for any person or group who, as of November 15,
1997, beneficially owned any shares pursuant to options, warrants or
other rights to purchase shares of the Company's Common Stock
("Rights") which are exercisable within 60 days of November 15, 1997,
is calculated assuming all such Rights have been exercised in full and
adding the number of shares subject to such Rights to the total number
of shares issued and outstanding on November 15, 1997.
(2) Includes options for 5,000 shares of Common Stock granted by the Board
of Directors; such options were not granted pursuant to or under any of
the Company's option plans and are, therefore, non-qualified. Also,
includes options for 4,000 shares of Common Stock granted under the
1992 Incentive Stock Plan. Mr. Emley had the right to acquire
beneficial ownership of the shares underlying these options within 60
days of November 15, 1997. Also includes currently exercisable warrants
for 65,916 shares of Common Stock.
(3) Includes options for 2,000 shares of Common Stock granted under the
1992 Incentive Stock Plan. Mr. Heenan had the right to acquire
beneficial ownership of the shares underlying these options within 60
days of November 15, 1997. Does not include 1,300 shares of Common
Stock owned by Mr. Heenan's wife. Mr. Heenan disclaims beneficial
ownership of such 1,300 shares of Common Stock.
(4) Includes options for 4,000 shares of Common Stock granted under the
1992 Incentive Stock Plan. Mr. Leisenring had the right to acquire
beneficial ownership of the shares underlying these options within 60
3
<PAGE>
days of November 15, 1997. Also includes 4,000 shares of Common Stock
and currently exercisable warrants for 16,479 shares of Common Stock
which Mr. Leisenring holds in a self directed profit sharing plan. Does
not include 11,000 shares of Common Stock owned by a trust of which Mr.
Leisenring's spouse is the sole beneficiary. Mr. Leisenring disclaims
beneficial ownership of such 11,000 shares of Common Stock.
(5) Includes options for 667 shares of Common Stock granted under the 1992
Incentive Stock Plan. Mr. Mapes had the right to acquire beneficial
ownership of the shares underlying these options within 60 days of
November 15, 1997. Also includes 45,000 shares of Common Stock and
currently exercisable warrants for 185,389 shares of Common Stock which
Mr. Mapes holds in an Individual Retirement Account.
(6) Includes options for 9,000 shares of Common Stock granted under the
1992 Incentive Stock Plan. Mr. Mauritz had the right to acquire
beneficial ownership of the shares underlying these options within 60
days of November 15, 1997. Also includes currently exercisable warrants
for 8,240 shares of Common Stock.
(7) Includes options for 3,333 shares of Common Stock granted under the
1992 Incentive Stock Plan and options for 5,000 shares of Common Stock
granted under the 1996 Incentive Stock Plan. Mr. Cunningham had the
right to acquire beneficial ownership of the shares underlying these
options within 60 days of November 15, 1997.
(8) Includes options for 5,000 shares of Common Stock granted under the
1981 Non-Qualified Stock Plan, options for 5,000 shares of Common Stock
granted under the 1992 Incentive Stock Plan, and options for 3,333
shares of Common Stock granted under the 1996 Incentive Stock Plan. Mr.
Greiner had the right to acquire beneficial ownership of the shares
underlying the foregoing options within 60 days of November 15, 1997.
Also includes 30,000 shares of Common Stock subscribed for by Mr.
Greiner by delivery of a note payable to the Company as payment of the
exercise price due upon exercise of certain stock options. Such shares
remain unissued and Mr. Greiner is not entitled to exercise the rights
of a shareholder with respect to such shares (including, but not
limited to, the right to vote or the right to receive dividends) until
payment in full of the note.
(9) Includes options for 9,416 shares of Common Stock granted under the
1981 Non-Qualified Stock Option Plan, options for 1,667 shares of
Common Stock granted under the 1992 Incentive Stock Plan, and options
for 8,333 shares of Common Stock granted under the 1996 Incentive Stock
Plan. Mr. Reinhardt had the right to acquire beneficial ownership of
the shares underlying these options within 60 days of November 15,
1997.
(10) Includes options for 50,000 shares of Common Stock granted under the
1992 Incentive Stock Plan. Mr. Keech had the right to acquire
beneficial ownership of the shares underlying these options within 60
days of November 15, 1997. Also includes 125,000 shares of Common Stock
subscribed for by Mr. Keech by delivery of a note payable to the
Company as payment of the exercise price due upon exercise of certain
stock options. Such shares remain unissued and Mr. Keech is not
entitled to the full rights of a shareholder with respect to such
shares (including, but not limited to, the right to vote or the right
to receive dividends) until payment in full of the note. Also includes
100 shares of Common Stock held by Mr. Keech as custodian for his minor
child under the Uniform Gifts to Minors Act.
(11) Includes currently exercisable warrants for 259,019, 125,106, 685,452
and 570,177 shares of Common Stock issued to Allied Capital
Corporation, Allied Capital Corporation (II), Allied Investment
Corporation and Allied Investment Corporation (II), respectively.
(12) Includes currently exercisable warrants for 300,063 shares of Common
Stock issued to The Sinkler Corporation.
4
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of the ownership and changes in the ownership of
such securities with the Securities and Exchange Commission ("SEC") and the
American Stock Exchange. Officers, directors and beneficial owners of more than
ten percent of the Company's stock are required by SEC regulation to furnish the
Company with copies of all such forms which they file.
Based solely on the Company's review of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the fiscal year
ended July 31, 1997, all filing requirements applicable to its officers,
directors and persons who own more than ten percent of the Common Stock were
complied with, except the following: (i) with respect to seven transactions, two
Forms 4 were filed late by Mr. Michael J. Sills, a former Director of the
Company; (ii) with respect to five transactions, no Form 4 was filed and a Form
5 was filed late by Mr. George M. Knapp, a former executive officer and Director
of the Company; and (iii) with respect to one transaction, a Form 5 was filed
late by Mr. Reinhardt.
ELECTION OF DIRECTORS
The By-laws of the Company provide that the Company's Board of
Directors shall consist of not less than three nor more than eleven directors,
as determined by the Company's Board of Directors, and that each director shall
hold office until the next Annual Meeting of Shareholders and until a successor
shall be duly elected and qualified. The present number of directors
constituting the entire Board is five. David A Heenan is not standing for
reelection, and the Board of Directors has reduced the number of directors
constituting the entire Board of Directors to four, effective upon the date of
the Meeting. Consequently, at the Meeting four directors are to be elected to
serve until the 1998 Annual Meeting of Shareholders and until their respective
successors have been elected and qualified.
The persons designated as proxies in the accompanying proxy card intend
to vote "FOR" the four nominees designated by Management listed below, unless a
contrary instruction is stated on the proxy card. If for any reason any such
nominee should become unavailable for election, the persons designated as
proxies in the proxy card may vote the proxy for the election of a substitute
designated by Management, unless a contrary instruction is given on the proxy
card. Management has no reason to believe that any of the nominees will be
unable or unwilling to serve if elected, and all nominees have expressed their
intention to serve the entire term for which election is sought.
The Board of Directors recommends the reelection of each of the four
directors standing for reelection. An affirmative vote of a plurality of the
votes cast at the Meeting and entitled to vote thereon is required for the
election of each director. The names of the persons presently serving as
directors of the Company, including those who have been nominated for
reelection, and the executive officers of the Company are listed below, together
with their ages and certain other information as of November 15, 1997 (except as
otherwise indicated):
5
<PAGE>
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
Name Age Director Since Position
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charles G. Emley, Jr. 56 1993 Chairman of the Board
and Chief Executive Officer
David A. Heenan* 57 1995 Director
E.B. Leisenring, Jr. 71 1994 Director
Pierson G. Mapes 60 1996 Director
William W. Mauritz 63 1992 Director
Jack Brucker 46 --- Executive Vice President
and Chief Financial Officer
Robert G. Cunningham 55 --- Senior Vice President,
Sales and Marketing
Robert J. Greiner, Jr. 52 --- Senior Vice President,
Corporate Development
Norman F. Reinhardt 44 --- Vice President, Technology
and Product Development
</TABLE>
- - ----------------------
* Mr. Heenan is not standing for reelection to the Board of Directors.
Certain Biographical and Other Information Regarding the Company's Directors
and Officers
Charles G. Emley, Jr. has been the Chief Executive Officer and Chairman
of the Board of the Company since July 1997. From March 1997 through July 1997,
Mr. Emley served as Chief Operating Officer of the Company. Mr. Emley has also
been a director of the Company since November 1993. Mr. Emley has been Dean of
the Peter F. Drucker Graduate Management Center of the Claremont Graduate School
since early 1996. In addition, since January 1996, Mr. Emley has been President
of Emley & Co., LLC. Prior to this, Mr. Emley had been Managing Principal, World
Wide Information Services, of Unisys Corporation from November 1993 to December
1995. Before that, Mr. Emley was a Vice President of IBM Consulting Group from
November 1992 through October 1993 and a management consulting partner with
Deloitte & Touche LLP from 1977 until November 1992.
David A. Heenan has been a director of the Company since September
1995. Since January 1995, Mr. Heenan has been a trustee of the Estate of James
Campbell. From May 1982 to December 1994, Mr. Heenan served as Chairman and
Chief Executive Officer of Theo. H. Davies & Co., Ltd., where he was responsible
for the North American operations of Jardine Matheson & Co. From April 1975 to
April 1982, Mr. Heenan was Vice President for Academic Affairs of the University
of Hawaii. Mr. Heenan currently serves on the Board of Directors of Aloha
Airgroup Inc., Bancorp Hawaii Inc., C. Brewer Homes Inc., and Pacific Century
Financial Corp. Mr. Heenan received a Ph.D. from the Wharton School of the
University of Pennsylvania.
6
<PAGE>
E.B. Leisenring, Jr. has been a director of the Company since November
1994. Mr. Leisenring served as Chairman of the Executive Committee of
Westmoreland Coal Company from January 1992 to May 1995. Prior to that, Mr.
Leisenring was Chairman of the Board and Chief Executive Officer of both
Westmoreland Coal Company and Penn Virginia Corporation, serving as Chairman of
the Board since 1978. Mr. Leisenring is also a director of Norfolk Southern
Corporation and Chairman of the Philadelphia Contributionship Insurance Company.
Pierson G. Mapes has been a director of the Company since June 1996.
Mr. Mapes was President of the NBC Television Network ("NBC-TV") from 1982 until
his retirement in 1994. In that role, he was responsible for NBC-TV's affiliate
relations, advertising and sales. Prior to that, he was Vice President, Network
Planning for NBC-TV. Mr. Mapes is a member of the International Radio and
Television Society. He is a director of the Network Television Association and
the Advertising Council. Mr. Mapes is also a trustee of Norwich University and a
director of Builders Transport Incorporated and The Ramapo Land Co. Inc.
William W. Mauritz has been a director of the Company since June 1992.
Mr. Mauritz has been Managing Director of William W. Mauritz & Associates, a
management consulting firm, since November 1996, and prior to that, from
September 1990 to June 1995. In the interim, Mr. Mauritz was a partner with
DeSilva & Partners, Inc., from June 1995 to November 1996. From 1989 to
September 1990, he served as Executive Vice President-Human Resources for the
Bank of New England. From 1984 to 1989, he was Senior Vice President, Human
Resources for McGraw-Hill, Inc.
Jack Brucker has been Executive Vice President, Operations and Chief
Financial Officer of the Company since October 1997. From June 1995 to October
1997, Mr. Brucker had been president of Pacific Holdings, a financial consulting
firm. Prior to that, from July 1989 to June 1995, Mr. Brucker had been president
of Gateway Pacific Corp. Mr. Brucker is also a director of Fairchild Industrial
Products, Inc. and TESA, Inc.
Robert G. Cunningham has been Senior Vice President, Sales and
Marketing of the Company since June 1996. From October 1995 to June 1996, Mr.
Cunningham was National Sales Manager for the Communications and Network
Products Division of Amphenol Corporation. Before that, Mr. Cunningham was
Senior Vice President, National Accounts for Antec Corporation, from 1993 to
1995, and Vice President, Sales for the Cable Products Division of Zenith
Electronics Corporation, from 1983 to 1993. Prior to that, Mr. Cunningham was
Western Regional Manager for Oak Communications, from 1980 to 1983, and was with
Motorola Communications, from 1976 to 1980, and Xerox Corporation, from 1965 to
1976.
Robert J. Greiner, Jr. has been Senior Vice President, Corporate
Development of the Company since December 1996. From July 1991 to December 1996,
Mr. Greiner was Senior Vice President, CATV Sales of the Company. Prior to
joining the Company, Mr. Greiner was President of Comaxx Network Service, a
telecommunications systems integrator, from 1989 to June 1991. Mr. Greiner also
owned and operated three local cable systems in the State of New York from 1984
to 1989. Prior to that, Mr. Greiner was President of RJG Enterprises, a sales
representative organization, from 1974 to 1984. From 1964 to 1974, Mr. Greiner
was Product Manager, Passive Systems for Magnavox CATV Systems.
Norman F. Reinhardt has been Vice President, Technology and Product
Development of the Company and Pico Macom, Inc., a subsidiary of the Company,
since March 1995. From January 1994 to March 1995, Mr. Reinhardt was Vice
President, Engineering of the Company and Pico Macom, Inc. Prior to joining the
Company, Mr. Reinhardt was Vice President, Business Development for News
Datacom, Inc., a subsidiary of News Corp., from 1992 to 1994, and Director,
Commercial Product Management, of VideoCipher Division of General Instrument,
from 1985 to 1992.
There are no family relationships between any director, executive
officer or person nominated or chosen by the Company to become a director or
executive officer.
7
<PAGE>
General Information About the Board of Directors
During the fiscal year ended July 31, 1997, the Board of Directors held
a total of five meetings. Each of the directors attended at least 75% of the
aggregate number of meetings of the Board and meetings of any committee of which
he is a member which were held during the time in which he was a director or a
committee member, as applicable.
The Board of Directors has an Audit Committee to discuss and review
with the Company's independent public accountants and management the scope of
the Company's annual audit examination, audit budget, proposed work schedule and
internal control policies. The current members of the Audit Committee are E.B.
Leisenring, Jr., Chairman and William W. Mauritz. The Audit Committee held one
meeting during the fiscal year ended July 31, 1997. Mr. Michael J. Sills, a
former Director of the Company was a member of the Audit Committee at the time
of its meeting, however, Mr. Sills was not in attendance at that meeting.
The Board of Directors has a Compensation Committee to review
compensation of officers of the Company and Pico Macom, Inc., a subsidiary of
the Company, and to administer the Company's incentive stock plans. The current
members of the Compensation Committee are William W. Mauritz, Chairman, David A.
Heenan and E.B. Leisenring, Jr. The Compensation Committee held one meeting
during the fiscal year ended July 31, 1997.
The Board of Directors has a Nominating Committee to recommend
candidates for nomination to the Board of Directors for election at the Meeting.
Since June 14, 1996, William W. Mauritz and E.B. Leisenring, Jr. have been
serving as members of this Nominating Committee. The Nominating Committee held
one meeting during fiscal year ended July 31, 1997.
CERTAIN TRANSACTIONS
Mr. Keech is indebted to the Company pursuant to a note payable to the
Company in the amount of approximately $125,061, which was delivered to the
Company as consideration for the exercise of options to purchase 125,000 shares
of Common Stock. The note is payable in full five years from the date of
issuance, April 11, 1996, and may be prepaid at any time without penalty.
Interest on the note is payable quarterly. The shares of Common Stock so
acquired remain unissued, and Mr. Keech is not entitled to exercise the rights
of a shareholder with respect to such shares (including, but not limited to, the
right to vote or the right to receive dividends) until payment in full of the
note.
Mr. Greiner is indebted to the Company pursuant to a note payable to
the Company in the amount of approximately $36,609, which was delivered to the
Company as consideration for the exercise of options to purchase 30,000 shares
of Common Stock. The note is payable in full five years from the date of
issuance, June 12, 1996, and may be prepaid at any time without penalty.
Interest on the note is payable quarterly. The shares of Common Stock so
acquired remain unissued, and Mr. Greiner is not entitled to exercise the rights
of a shareholder with respect to such shares (including, but not limited to, the
right to vote or the right to receive dividends) until payment in full of the
note.
8
<PAGE>
EXECUTIVE COMPENSATION
Summary of Compensation
The following table sets forth a summary of all compensation paid or
accrued by the Company for services rendered during the last three fiscal years,
to the Chief Executive Officer of the Company and to each of the Company's four
most highly compensated individuals who were serving as executive officers on
July 31, 1997, or who had served as executive officers during the fiscal year
ended July 31, 1997 (the "named executive officers"):
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- - -------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
----------------------------------- ------------ All Other
Name and Other Annual Stock Option Compensa-
Principal Position Fiscal Year Salary Bonus Compensation (1) Grants tion (2)
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles G. Emley, Jr., (3) 1997 $ --- $ --- $ 93,500 2,000 (4) $ ---
Chairman and Chief 1996 --- --- --- 2,000 (4) ---
Executive Officer 1995 --- --- --- 2,000 (4) ---
Robert G. Cunningham, 1997 120,769 20,000 --- 5,000 2,519
Senior Vice President, 1996 11,475 --- --- 20,000 ---
Sales and Marketing 1995 --- --- --- --- ---
Robert J. Greiner, Jr., 1997 120,846 --- 13,597 (5) --- 3,022
Senior Vice President, 1996 116,000 --- 13,283 (5) 10,000 2,945
Corporate Development 1995 111,769 8,075 12,939 (5) 5,000 3,347
Norman F. Reinhardt, 1997 120,385 --- --- --- 3,368
Vice President, Technology 1996 105,769 --- --- 28,250 2,596
and Product Development 1995 92,917 10,454 --- 7,500 840
Everett T. Keech, (6) 1997 191,538 --- 55,889 (7) --- 4,046
Former Chairman and 1996 189,422 --- 51,251 (7) 50,000 (8) 4,673
Chief Executive Officer 1995 160,416 40,000 32,546 (7) 25,000 4,806
</TABLE>
- - ----------------------
(1) Does not include amounts for perquisites and other personal benefits,
securities or property paid to any of the named executive officers,
which arose primarily as a result of Company cars, car allowances and
the use of memberships in private clubs, the value of which does not
exceed the lesser of $50,000 or ten percent of the total of annual
salary or other fixed compensation and bonus reported for such person.
(2) The amounts listed in this column represent contributions by the
Company to the named executives' accounts established under the
Company's 401(k) plan.
(3) Mr. Emley has been the Chief Executive Officer and Chairman of the
Board of the Company since July 1997. From March 1997 through July
1997, Mr. Emley served as Chief Operating Officer of the Company. Mr.
Emley is compensated as an independent contractor and thus, his
compensation is not considered salary.
(4) These options were granted to Mr. Emley in his capacity as a director
of the Company, prior to his appointment as an executive officer of the
Company.
(5) Includes: $5,998, $5,998, and $5,998 car allowance and $6,859, $6,101,
and $6,133 medical benefits for the 1997, 1996 and 1995 fiscal years,
respectively.
(6) Mr. Keech resigned as an officer and director of the Company in July
1997 and is now a consultant to the Company. Mr. Keech has been and
will continue to receive severance payments through July 1999 under
the provisions of an employment contract with the Company, as modified
by a severance and consulting agreement. See also "Executive
Compensation - Employment."
(7) Includes: $33,702, $33,702 and $21,202 for premiums on life insurance
and $9,600, $9,600 and $8,088 car allowance for the 1997, 1996 and 1995
fiscal years, respectively.
(8) All 50,000 of these options were terminated pursuant to the terms of
the severance and consulting agreement between Mr. Keech and the
Company dated as of July 14, 1997. See also "Executive Compensation -
Employment."
9
<PAGE>
Stock Options
The following table sets forth grants of stock options made during the
Company's fiscal year ended July 31, 1997, to each of the named executive
officers of the Company:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value
At Assumed Annual Rates
Of Stock Price Appreciation
Individual Grants For Option Term
---------------------------------------------------------------------- -------------------------
Number of % of Total Options
Options Granted to Employees Exercise Market Price Expiration
Name Granted (1) in Fiscal Year Price on Date of Grant Date 5% 10%
- - --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles G. Emley, Jr. 2,000 (2) --- (2) $1.62 $1.62 11/30/2001 $ 895 $1,978
Robert G. Cunningham 5,000 71.4 % 2.06 2.06 1/13/2002 2,846 6,288
</TABLE>
- - -------------------------------
(1) The grant of options disclosed in this table vest over the respective
three year period immediately following the date of grant.
(2) These option were granted to Mr. Emley in his capacity as a director of
the Company, prior to his appointment as an executive officer of the
Company.
Exercise of Options
The following table sets forth information regarding the exercise of
stock options and the value of any unexercised stock options of each of the
named executive officers of the Company during the fiscal year ended July 31,
1997:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Fiscal Year End Fiscal Year End
-------------------------- -------------------------
Shares Acquired Value
Name on Exercise Realized Vested Unvested Vested Unvested
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles G. Emley, Jr. --- --- 7,000 4,000 $ --- ---
Robert G. Cunningham --- --- 6,666 18,334 --- ---
Robert J. Greiner, Jr. --- --- 8,333 8,333 --- ---
Norman F. Reinhardt --- --- 19,417 21,333 --- ---
Everett T. Keech --- --- 66,667 8,333 4,750 ---
</TABLE>
10
<PAGE>
Stock Performance Graph
The following graph illustrates a five year comparison of cumulative
shareholder return for each of the fiscal years ended July 31, 1993, 1994, 1995,
1996 and 1997, among the Company, the American Stock Exchange Market Index and a
peer group index. The peer group index consists of comparable companies which
manufacture and distribute products for the cable television industry.
[PERFORMANCE GRAPH OMITTED]
<TABLE>
<CAPTION>
-------------------------- ------------- -------------- -------------- -------------- ------------- --------------
1992 1993 1994 1995 1996 1997
-------------------------- ------------- -------------- -------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Pico Products, Inc. 100.00 105.56 222.22 177.78 172.22 105.56
-------------------------- ------------- -------------- -------------- -------------- ------------- --------------
Peer Group Index 100.00 206.77 218.85 307.24 313.68 261.44
-------------------------- ------------- -------------- -------------- -------------- ------------- --------------
AMEX Market Index 100.00 109.20 111.91 135.72 138.92 165.10
-------------------------- ------------- -------------- -------------- -------------- ------------- --------------
</TABLE>
Note: Assumes $100 invested on August 1, 1992 in the Company's Common Stock and
in each of the foregoing indices and assumes dividends reinvested.
In each of the periods listed above the Peer Group Index consists of C-Cor
Electronics Inc., California Amplifier Inc., Microwave Filter Inc., Oak
Industries, Pico Products, Inc., and Wegener Corp. These are the same companies
which comprised the Peer Group Index utilized in the Company's proxy statement
for fiscal year 1996, with two exceptions. Specifically, two companies, Augat,
Inc. and TSX Corp., are no longer included in the Peer Group Index. Neither of
these companies exist today in the same form as they had last year. In
particular, within the past year each of these companies merged with other
companies. Accordingly, the current Peer Group Index and the Peer Group Index
utilized in the Company's proxy statement for fiscal year 1996 are not directly
comparable.
11
<PAGE>
Report of the Compensation Committee
To: The Board of Directors
It is the responsibility of the Company's Compensation Committee to
exercise the power and authority of the Board of Directors with respect to the
compensation of employees, the administration of the Company's stock option
plans, the review of compensation levels of members of management and the
evaluation of the performance of management.
In evaluating the reasonableness of compensation paid to the Company's
executive officers, the Committee takes into account how compensation compares
to compensation paid by competing companies as well as the Company's
performance. In making these determinations, the Committee has relied on
independent surveys of compensation of management of companies engaged in the
manufacture and distribution of electrical equipment, electronic components and
accessories.
It is the Company's policy that the compensation of executive officers
be based, in substantial part, on the Company's performance, as well as
individual contribution of each executive officer. As a result, much of an
executive officer's compensation is "at risk" in the form of stock option
compensation and incentive bonuses with target levels established by the
Committee for each position relative to position level. The Company's
performance for purpose of compensation decisions is measured against goals
established at the beginning of the fiscal year by the Compensation Committee
based on the fiscal year's budget approved by the Board of Directors. In
addition to financial performance, the Committee also weighs individual
performance so that in each case any discretionary annual bonuses reflect
individual achievements during the year. Also, no bonuses may be paid if the
Company fails to reach a stated earnings target.
During 1997, the Compensation Committee granted stock options awards to
some of the Company's executive officers. The key factors considered by the
Committee in determining the awards to these executives were: their past
performance; their existing stock and stock option positions; their level of
responsibilities; their relative position in the Company; and the extent to
which their actions can affect the Company's future financial performance.
In September 1995, Everett T. Keech, the Company's Chairman and Chief
Executive Officer during most of fiscal year 1997, entered into an employment
agreement with the Company, providing for a base salary subject to increase in
the discretion of the Committee. During fiscal year 1997 Mr. Keech's salary was
$200,000 per annum, the rate which had been set, effective January 1, 1996. The
base salary was not increased during the 1997 fiscal year, and no bonus was paid
to Mr. Keech during such fiscal year. These compensation determinations were
based on independent salary survey information and an evaluation of Mr. Keech's
individual performance.
Upon Mr. Keech's resignation as Chairman and Chief Executive Officer on
July 14, 1997, Charles G. Emley, Jr., who had been appointed the Company's Chief
Operating Officer in March, 1997, was appointed Chairman and Chief Executive
Officer. For the remainder of fiscal year 1997, pending negotiation of an
employment agreement, Mr. Emley's compensation as Chairman and Chief Executive
Officer was continued at the same rate, $200.00 per hour, as he received as
Chief Operating Officer.
Because stated earnings targets were not reached during fiscal year
1997, no bonuses were paid to any member of senior executive management.
Compensation Committee:
William W. Mauritz, Chairman
David A. Heenan
E.B. Leisenring, Jr.
12
<PAGE>
Employment Agreements
Charles G. Emley, Jr., and the Company have reached an agreement in
principle with respect to the terms of a proposed three-year employment
agreement. Such terms, which have been approved by the Company's Compensation
Committee, include a minimum base salary of $175,000, participation in the
Company's incentive compensation plans, options to purchase 118,000 shares of
Common Stock (which options were granted in August, 1997), 82,000 "phantom
stock" units, and certain other benefits. In the event of a change in control,
Mr. Emley would have the option, for Good Cause (as defined in the agreement to
include, among other things, a reduction in status or compensation), to
terminate the employment agreement and receive twice his annual salary plus one
year of benefits as well as the automatic vesting of stock options and phantom
stock units; provided that the total benefits could not exceed an amount which
would trigger the "golden parachute" excise tax (generally 2.99 times his base
compensation). If the Company terminates the employment agreement with Mr.
Emley, other than for Cause (as defined in the agreement), or due to Mr. Emley's
death or disability, the Company will be obligated to pay Mr. Emley a sum equal
to his annual base compensation and continuation of benefits for a period of one
year.
Robert J. Greiner, Jr. and the Company are parties to an employment
agreement, dated as of December 26, 1994, expiring December 26, 1997. The
agreement provides for successive one year terms of employment unless the
agreement is terminated for Cause (as defined in the agreement) or otherwise.
Terms of the agreement include a minimum base salary, special life insurance
coverage and other standard benefits. For the 1997 calendar year, Mr. Greiner's
base salary is $125,000. In the event of a change in control, Mr. Greiner would
have the option, for Good Cause (as defined in the agreement to include, among
other things, a reduction in status or compensation), to terminate the
employment agreement and continue to receive his annual base compensation from
the Company for a period of two years, as well as the continued payment by the
Company of all of his health, dental, hospitalization and disability benefits
for a period of two years. If the Company terminates the employment agreement
with Mr. Greiner, other than for Cause or due to Mr. Greiner's death or
disability, the Company will be obligated to pay Mr. Greiner a sum equal to his
annual base compensation and continuation of benefits for a period of one year.
Norman F. Reinhardt and the Company are parties to an employment
agreement, dated as of March 22, 1995. The agreement provides for successive one
year terms of employment unless the agreement is terminated for Cause (as
defined in the agreement) or otherwise. Terms of the agreement include a minimum
base salary and other standard benefits. For the 1997 calendar year, Mr.
Reinhardt's base salary is $125,000. In the event of a change in control, Mr.
Reinhardt would have the option, for Good Cause (as defined in the agreement to
include, among other things, a reduction in status or compensation), to
terminate the employment agreement and receive payments from the Company
equaling his annual base compensation, as well as the continued payment by the
Company of all of his health, dental, hospitalization and disability benefits
for a period of one year. If the Company terminates the employment agreement
with Mr. Reinhardt, other than for Cause or due to Mr. Reinhardt's death or
disability, the Company will be obligated to pay Mr. Reinhardt a sum equal to
his annual base compensation and continuation of benefits for a period of one
year.
Robert G. Cunningham and the Company are parties to an employment
agreement, dated as of December 12, 1996. The agreement provides for successive
one year terms of employment unless the agreement is terminated for Cause (as
defined in the agreement) or otherwise. Terms of the agreement include a minimum
base salary and other standard benefits. For the 1997 calendar year, Mr.
Cunningham's base salary is $ 130,000. In the event of a change in control, Mr.
Cunningham would have the option, for Good Cause (as defined in the agreement to
include, among other things, a reduction in status or compensation), to
terminate the employment agreement and receive payments from the Company
equaling his annual base compensation, as well as the continued payment by the
Company of all of his health, dental, hospitalization and disability benefits
for a period of one year. If the Company terminates the employment agreement
with Mr. Cunningham, other than for Cause or due to Mr. Cunningham's death or
disability, the Company will be obligated to pay Mr. Cunningham a sum equal to
his annual base compensation and continuation of benefits for a period of one
year.
Everett T. Keech and the Company are parties to a severance and
consulting agreement, dated as of July 14, 1997. The terms of this agreement
include payments of $16,666.67 per month for twenty-four months, the amount he
was entitled to under his employment agreement. In addition, for a period of
twelve months, the Company will provide Mr. Keech with health insurance and
disability insurance. Pursuant to this agreement, Mr. Keech will continue to act
as a consultant to the Company. Further, under this severance and consulting
agreement, Mr. Keech agreed to the termination of 50,000 of his options.
13
<PAGE>
Compensation of Directors
For the year ended July 31, 1997, outside directors received a fee of
$12,000 per year (payable monthly) and an annual grant of options for 2,000
shares of Common Stock for their services as directors. Additionally, the
chairmen of the Compensation and Audit Committees of the Board of Directors
receive an additional $6,000 and $3,000 per year, respectively, (payable
monthly) for their services in these positions.
EXPECTED VOTE OF DIRECTORS AND OFFICERS
The Company expects that the directors and officers of the Company, who
are the beneficial owners of approximately 5.0% of the outstanding Common Stock
of the Company, will vote, or direct that their shares be voted, in favor of the
election of the directors nominated herein, and the ratification of the
appointment of the Company's independent public accountants.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate
for shareholder action consistent with regulations of the Securities and
Exchange Commission (the "SEC"). Should a shareholder intend to present a
proposal at the annual meeting for the fiscal year ending July 31, 1998, it must
be received by the Secretary of the Company (at 12500 Foothill Boulevard,
Lakeview Terrace, California 91342) not later than August 18, 1998, and meet
certain other requirements of the rules of the SEC relating to shareholders'
proposals, in order to be considered for inclusion in the Company's Proxy
Statement and form of proxy card relating to that meeting.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the fiscal year ended
July 31, 1997, accompanies this Proxy Statement. The Annual Report to
Shareholders does not constitute a part of the proxy solicitation materials.
MISCELLANEOUS
This solicitation is made on behalf of the Board of Directors of the
Company, and its cost (including preparing and mailing of the notice, this Proxy
Statement and the form of proxy card) will be paid by the Company. The Company
will also make arrangements with brokerage houses and other custodians, nominees
and fiduciaries to send the proxy materials to their principals and will
reimburse them for their reasonable expenses in so doing. To the extent
necessary in order to assure sufficient representation at the Meeting, officers
and regular employees of the Company may solicit the return of proxies by mail,
telephone, telegram and personal interview. No compensation in addition to
regular salary and benefits will be paid to any such officer or regular employee
for such solicitation. The Company may engage ChaseMellon Shareholder Services
("CMSS") to assist in the solicitation of proxies from shareholders. The Company
has not entered into an agreement with CMSS for such solicitation services.
Where information contained in this Proxy Statement rests peculiarly
within the knowledge of a person other than the Company, the Company has relied
upon information furnished by such person.
By Order of the Board of Directors,
/s/ Spencer W. Franck, Jr.
-------------------------------
Spencer W. Franck, Jr.
Secretary
<PAGE>
PROXY PROXY
PICO PRODUCTS, INC.
ANNUAL MEETING OF SHAREHOLDERS
January 17, 1998
THIS PROXY IS SOLICITED ON BEHALF OF
THE COMPANY'S BOARD OF DIRECTORS
The undersigned hereby appoints Charles G. Emley, Jr. and William W.
Mauritz, and each of them jointly and severally, Proxies, with full power of
substitution, to vote, as designated on the reverse side of this proxy card, all
shares of Common Stock of Pico Products, Inc. held of record by the undersigned
on December 10, 1997, at the Annual Meeting of Shareholders to be held on
January 17, 1998, or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE FOUR
NOMINEES TO SERVE AS DIRECTORS AND "FOR" THE RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS. The
shares represented by this Proxy will be voted as specified on the reverse side
of this proxy card. IF NO DIRECTION IS GIVEN IN THE SPACE PROVIDED on the
reverse side, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 and 2.
<PAGE>
[REVERSE SIDE OF CARD]
1. ELECTION OF DIRECTORS (Term to expire at 1998 Annual Meeting).
<TABLE>
<CAPTION>
<S> <C> <C>
FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY to INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
TO THE RIGHT (except as vote for all nominees INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S
marked to the contrary at listed to the right NAME IN THE LIST BELOW
right)
Charles G. Emley, Jr., E.B. Leisenring, Jr., Pierson G.
Mapes, and William W. Mauritz
</TABLE>
2. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP as the
independent public accountants of the Company for the year ending July 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 or any adjournment thereof
and matters incident to the conduct of the meeting.
Please sign exactly as the name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer and affix
corporate seal. If a partnership, please sign in partnership name by general
partner.
Date:________________________________________
_____________________________________________
Signature
_____________________________________________
Signature
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
