<PAGE>
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 [_]
[_]CONFIDENTIAL, FOR USE OF THE
Check the appropriate box: COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_]Preliminary Proxy Statement
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BOLT TECHNOLOGY CORPORATION
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_]$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 ActRule 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:
Notes:
<PAGE>
BOLT TECHNOLOGY CORPORATION
FOUR DUKE PLACE
NORWALK, CONNECTICUT 06854
(203) 853-0700
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 14, 1995
To the Stockholders of Bolt Technology Corporation:
Notice is Hereby Given that the Annual Meeting of Stockholders of BOLT
TECHNOLOGY CORPORATION, a Connecticut corporation, (the "Company"), will be
held at The Norwalk Inn & Conference Center, 99 East Avenue, Norwalk,
Connecticut, on Tuesday, November 14, 1995, at 10:00 A.M. for the following
purposes:
1. To elect two directors to hold office for a term of three years and
until their successors are elected and shall qualify;
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on October 6, 1995 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting and any adjournment or adjournments thereof.
Stockholders are urged to date, sign and return the enclosed form of proxy at
their earliest convenience, even if they plan to attend the meeting. A return
envelope is enclosed for this purpose which requires no postage if mailed in
the United States.
By Order of the Board of Directors,
Alan Levy,
Secretary
Dated: October 16, 1995
<PAGE>
BOLT TECHNOLOGY CORPORATION
FOUR DUKE PLACE
NORWALK, CONNECTICUT 06854
(203) 853-0700
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 14, 1995
----------------
The accompanying proxy is solicited by the Board of Directors for use at the
Annual Meeting of Stockholders of Bolt Technology Corporation (the "Company")
to be held at The Norwalk Inn & Conference Center, 99 East Avenue, Norwalk,
Connecticut, on Tuesday, November 14, 1995, at 10:00 A.M., and at any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. The approximate date on
which this Proxy Statement and the form of proxy will be first given or mailed
to stockholders is October 16, 1995.
Only stockholders of record of the Company's Common Stock, without par value,
at the close of business on October 6, 1995, will be entitled to vote at the
meeting. At that date there were issued and outstanding 4,971,431 shares of
Common Stock, the holders of which are entitled to one vote per share on all
matters.
A quorum for the Annual Meeting of Stockholders shall consist of the holders
of a majority of the outstanding shares of Common Stock entitled to vote at the
Annual Meeting, present in person or by proxy.
Any stockholder giving a proxy is empowered to revoke it at any time before
it is exercised. A proxy may be revoked by filing with the Secretary of the
Company a written revocation or a duly executed proxy bearing a later date. Any
stockholder may still attend the meeting and vote in person, regardless of
whether he has previously given a proxy, but presence at the meeting will not
revoke his proxy unless such stockholder votes in person.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
A beneficial owner of a security includes any person who directly or
indirectly has or shares voting power and/or investment power with respect to
such security. Voting power is the power to vote or direct the voting of
securities and investment power is the power to dispose of or direct the
disposition of securities. The following is the only person known to the
Company or its management who beneficially owned as of October 6, 1995 more
than five percent of any class of the Company's voting securities, other than
directors (see below):
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------ --------
<S> <C> <C>
Estate of John F. Gilbert
c/o Union Trust Company
210 Main Street
Danbury, CT 06813 314,525 6.3
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth all equity securities of the Company
beneficially owned as of October 6, 1995 by (i) each director and nominee (ii)
each executive officer named in the Summary Compensation Table (iii) all
directors and executive officers as a group. Except as otherwise indicated,
all beneficial ownership reflected in the table represents sole voting and
investment power as to the Common Stock.
<TABLE>
<CAPTION>
SHARES OF PERCENT
COMMON STOCK OPTIONS OF
NAME OWNED(1) EXERCISABLE(2) TOTAL CLASS(3)
---- ------------ -------------- --------- --------
<S> <C> <C> <C> <C>
Stephen Chelminski........... 246,123 16,000 262,123 5.3
John H. Larson............... 20,200(4) -- 20,200 *
Alan Levy.................... 38,770(5) 26,000 64,770 1.3
Bernard Luskin............... 200 -- 200 *
Robert M. Manning............ 387,494 750 388,244 7.8
Joseph Mayerick, Jr. ........ 40,510(5) 26,000 66,510 1.3
Lloyd F. Pierce.............. 25,250 1,500 26,750 *
Gerald A. Smith.............. 16,250 6,000 22,250 *
Raymond M. Soto.............. 112,960 62,000 174,960 3.5
All Executive Officers and
Directors
As a Group.................. 887,757 138,250 1,026,007 20.1
</TABLE>
- - --------
(1) Includes 5,232 shares, 5,000 shares, 4,000 shares, 10,000 shares and 1,875
shares held by the wives of Messrs. Chelminski, Larson, Pierce, Smith and
Soto, respectively, or an aggregate of 26,107 shares owned by the wives of
all directors and officers as a group, as to which such directors and
officers disclaim beneficial ownership.
(2) Represents shares subject to stock options granted under the Company's
stock option plan which officers and directors may acquire within 60 days
upon exercise of stock options.
(3) The percentages represent the total of shares listed in columns (1) and
(2) divided by the issued and outstanding shares of Common Stock as of
October 6, 1995 plus where applicable all stock options granted to the
individual or group, as appropriate, under the Company's stock option plans,
which officers and directors may acquire within 60 days.
(4) Includes 7,500 shares, the voting power of which is shared with a family
member.
(5) Represents shared voting power with a family member.
The address of Messrs. Chelminski and Manning who each own more than 5% of
the Company's Common Stock is Four Duke Place, Norwalk, Connecticut 06864.
* Less than 1%.
2
<PAGE>
ELECTION OF DIRECTORS
Under the Company's By-Laws, its directors are divided into three classes,
each class to be elected at successive annual meetings for terms of three
years. The Company's Board of Directors consists of eight members, all of whom
are elected by the holders of the Common Stock. The two directors whose terms
will expire at the 1995 Annual Meeting of Stockholders are John H. Larson and
Bernard Luskin. These two directors have been nominated by the Board of
Directors to stand for election at the 1995 Annual Meeting of Stockholders.
At the Annual Meeting, the accompanying proxy, if properly executed and
returned, will be voted (absent contrary instructions) in favor of electing as
directors these two nominees. Should any one or both of these nominees become
unable to accept nomination or election, which the Board of Directors has no
reason to believe will be the case, the persons named in the enclosed form of
proxy will vote for the election of such person or persons as the Board of
Directors may nominate. The other persons listed below will continue in office
as directors until the expiration of their terms and until their successors are
duly elected and shall qualify.
The following table sets forth the name, age, principal occupation for the
past five years and directorships of each of the nominees for election as a
director and of each of the incumbent directors of the Company.
<TABLE>
<CAPTION>
NAME, AGE AND POSITIONS, BUSINESS EXPERIENCE DIRECTOR
IF ANY, WITH COMPANY DURING PAST 5 YEARS SINCE
------------------------ ------------------- --------
<S> <C> <C>
Nominees for Term Expiring
in 1998:
John H. Larson, 65, Di- Retired in April, 1989 as President and 1989
rector Chief Executive Officer and Director of
Connecticut Energy Corporation and its
principal subsidiary. The Southern Con-
necticut Gas Company. Also, a Director of
Bay State Gas Co., an independent natural
gas distribution company.
Bernard Luskin, 70, Chairman of the Board and President for 1966
Chairman of the Board more than five years until his retirement
as President in July, 1990.
Directors Whose Term
Expires in 1996:
Joseph Mayerick, Jr., 53, Senior Vice President--Marketing since No- 1993
Senior Vice- vember, 1991. Prior to November, 1991,
President--Marketing and Vice President--Sales for more than 5
Director years.
Gerald A. Smith, 49, Di- President of Merchants Reporting Services, 1993
rector Inc., a provider of valuation reports to
the banking and mortgage lending indus-
tries, since June, 1992. From June, 1991
to June, 1992 an independent business con-
sultant and prior to June, 1991 an execu-
tive officer for more than five years of
Marketing Corporation of America, Inc., a
diversified marketing services company.
Lloyd F. Pierce, 76, Di- Retired in 1983 as Vice Chairman, Peoples 1989
rector Bank, Bridgeport, CT. Trustee of the
Wright Mutual Funds, Bridgeport, CT.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND POSITIONS, BUSINESS EXPERIENCE DIRECTOR
IF ANY, WITH COMPANY DURING PAST 5 YEARS SINCE
------------------------ ------------------- --------
<S> <C> <C>
Directors Whose Term
Expires in 1997:
Stephen Chelminski, 63, A founder of the Company. Since July, 1990, 1962
Director of Special Re- part-time Director of Special Research and
search and Development Development Projects.
Projects on a part-time
basis and Director
Robert M. Manning, 58, A Director, Private Client Group, since Oc- 1991
Director tober 1993, of Cowen & Co., an investment
firm. Prior to October 1993, a Special
Limited Partner of Cowen & Co.
Raymond M. Soto, 56, President and Chief Executive Officer since 1979
President, Treasurer and July, 1990.
Director
</TABLE>
The two nominees are presently serving as directors of the Company. Both were
elected by the stockholders at the annual meeting held on November 19, 1992.
INFORMATION ON COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended June 30, 1995, the Board of Directors held seven
Board meetings and three Committee meetings. No director attended fewer than 75
percent of the total number of meetings of the Board and of the Committees of
which he was a member. In addition to attending Board and Committee meetings,
directors studied matters and documents affecting the Company and had numerous
discussions with management at times other than the meetings.
The standing committees of the Board of Directors include Audit and Executive
Compensation Committees. The Board of Directors selects the nominees for
election as directors.
The Audit Committee monitors the activities of the Company's independent
accountants, receives reports concerning the Company's internal accounting
controls, reviews the fees to be paid to the Company's independent accountants,
confers as to the financial statements when the audit is completed and reports
on such activities to the full Board of Directors. Its members are Lloyd F.
Pierce (Chairman), John H. Larson, Bernard Luskin, Robert M. Manning and Gerald
A. Smith. The Audit Committee held two meetings during the year.
The Executive Compensation Committee oversees the Company's executive
compensation programs and establishes its executive compensation policies. Its
members are John H. Larson (Chairman), Bernard Luskin, Robert M. Manning, Lloyd
F. Pierce and Gerald A. Smith. The Executive Compensation Committee held one
meeting during the year.
4
<PAGE>
DIRECTORS' COMPENSATION
In fiscal 1995, non-employee directors received a fee of $750 for attendance
at each meeting of the Board of Directors except the Chairman of the Board who
received a fee of $1,000 per meeting. Each non-employee director also received
an annual directors fee of $2,000 and $250 for each committee meeting attended.
The Company has a consulting agreement with Mr. Luskin, Chairman of the
Board. The agreement is renewable annually and provides for a fee of $750 per
month.
Mr. Stephen Chelminski, a director of the Company, was paid $55,750 for his
services as Director of Special Research and Development Projects for the year
ended June 30, 1995.
Under the Bolt Technology Corporation 1993 Stock Option Plan, each non-
employee director receives, when elected as a director, an option to purchase
3,000 shares of the Common Stock of the Company subject to the terms and
conditions of the Plan.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote "FOR" the nominees for director
named herein. The affirmative vote of the holders of a majority of the shares
of Common Stock of the Company present in person, or represented by proxy, and
entitled to vote at the meeting is required for the election of directors. For
this purpose, a stockholder voting through a proxy who withholds authority to
vote as to all nominees for election as directors is considered to be present
and entitled to vote on the election of directors at the meeting, and is in
effect a negative vote.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the Company's last three fiscal years,
the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to the Company's Chief Executive
Officer and each of the Company's other executive officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- ------------
NAME AND FISCAL STOCK OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS(#) COMPENSATION($)(1)(2)
------------------ ------ ---------- --------- ------------ ---------------------
<S> <C> <C> <C> <C> <C>
Raymond M. Soto, Presi-
dent,
Chief Executive Officer 1995 $185,000 $110,000 45,000 $3,244
and Treasurer 1994 171,000 100,000 22,000 3,468
1993 141,474 60,000 -- 3,616
Joseph Mayerick, Jr.
Senior Vice President--
Marketing 1995 133,253 33,000 20,000 585
1994 124,138 30,000 12,000 1,152
1993 108,238 20,000 -- 909
Alan Levy
Vice President--Finance
and Secretary 1995 128,157 33,000 20,000 2,914
1994 118,876 30,000 12,000 1,713
1993 106,616 20,000 -- 1,280
</TABLE>
- - --------
(1) Includes matching contribution paid by the Company to the respective
accounts of each named executive under the Company's 401(k) Savings Plan. The
matching contributions made to the executive officers account for 1995 was as
follows: Mr. Soto, $2,404 and Mr. Levy, $2,544. Mr. Mayerick did not
participate in the savings plan.
(2) Includes the value of Company paid whole life insurance policies on the
named executives, which policies are paid for by the Company and to which the
named executive has the right to designate the beneficiary. The value of this
benefit to the named individuals for 1995 was as follows: Mr. Soto, $840, Mr.
Mayerick, $585 and Mr. Levy, $370.
COMPENSATION AGREEMENTS
The Company has a Severance Compensation Plan which provides for special
severance benefits to employees designated by the Board in the event of their
termination, for whatever reason, during the 24-month period following the
acquisition by any person or group of beneficial ownership of 30% of the
Company's outstanding shares or change in the composition of the Board during
any two-year period resulting in a majority turnover where election or
nomination of the new directors was not approved by at least two-thirds of the
directors then still in office who were directors at the beginning of such
period. The benefit, which is payable within ten days of termination of
employment, shall (as pre-designated by the Board) equal two or three times (i)
current base salary, (ii) the average of such employee's bonuses in the three
highest years during the five-year period prior to termination, and (iii)
certain annual medical insurance premiums; provided, however, such total amount
may not exceed the maximum amount that may be paid without incurring the
adverse tax consequences imposed upon such benefits by the Internal Revenue
Code (in general approximately 300% of the employee's average total
compensation income for the five preceding calendar
6
<PAGE>
years). In certain circumstances, the Plan may be amended or terminated by the
Board. The Board has designated 6 key employees to participate in this plan,
including all of the individuals named in the Summary Compensation Table above.
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table provides information on option grants during fiscal 1995
to the named executive officers.
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
% OF
TOTAL OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR (1) ($/SH) DATE
---- ----------- --------------- ----------- ----------
<S> <C> <C> <C> <C>
Raymond M. Soto........... 20,000 20% $1.00 11/14/1999
25,000 25% $1.19 6/21/2000
Joseph Mayerick, Jr....... 10,000 10% $1.00 11/14/1999
10,000 10% $1.19 6/21/2000
Alan Levy................. 10,000 10% $1.00 11/14/1999
10,000 10% $1.19 6/21/2000
</TABLE>
- - --------
(1)The Company granted options representing 99,000 shares to employees in
fiscal year 1995.
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth information related to options exercised
during 1995 by the Company's Chief Executive Officer and each of the Company's
other executive officers, and the number and value of options held by such
individuals at June 30, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END ($)(1)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE(#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Raymond M. Soto......... -- -- 62,000 25,000 $27,820 --
Joseph Mayerick, Jr. ... -- -- 26,000 10,000 9,940 --
Alan Levy............... -- -- 26,000 10,000 9,940 --
</TABLE>
- - --------
(1) Based upon $1.19 per share, the market price of a share of common stock as
of June 30, 1995, net of exercise prices that range from $0.50 to $1.19 per
share. In all cases the exercise price equalled the market price of a share
at the date of grant.
7
<PAGE>
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Deloitte & Touche LLP, independent accountants, were selected by the Board of
Directors in May 1995 to serve as the Company's independent accountants for the
fiscal year ended June 30, 1995. The Board selects the Company's independent
accountants upon recommendation of the Audit Committee. The Audit Committee is
expected to make its recommendation for the year ending June 30, 1996 at a
meeting to be held in March 1996.
A representative of Deloitte & Touche LLP is expected to be present at the
Annual Meeting of Stockholders, with the opportunity to make a statement, if he
desires to do so, and is expected to be available to respond to appropriate
questions from stockholders.
OTHER MATTERS
The Board of Directors does not know of any matters that may come before the
Annual Meeting other than those set forth in the Notice of Annual Meeting of
Stockholders and in this proxy statement. However, if any other matters
properly come before the Annual Meeting of Stockholders, it is the intention of
the persons named in the accompanying form of proxy to vote the proxy in
accordance with their judgment on such matters.
The cost of the solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or telegraph, by regular employees of the Company or others
affiliated with the Company. The Company will not pay compensation for the
solicitation of proxies but will reimburse brokers and other persons holding
stock in their names or in the names of nominees for their expenses in sending
or forwarding proxy material to principals in obtaining their proxies.
In order to be considered for inclusion in the Company's proxy statement and
form of proxy for next year's Annual Meeting of Stockholders, any proposals by
stockholders intended to be presented at the 1996 Annual Meeting of
Stockholders must be received by the Company on or before June 16, 1996.
All stockholders are urged to execute, date and return promptly the enclosed
form of proxy in the enclosed return envelope, regardless of whether they
intend to be present in person at the Annual Meeting.
By Order of the Board of Directors
Alan Levy,
Secretary
Norwalk, Connecticut
Dated: October 16, 1995
8
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BOLT TECHNOLOGY CORPORATION
The undersigned hereby appoints Alan Levy and Raymond M. Soto proxies, each
with power to act without the other and with power of substitution, and hereby
authorizes them to represent and vote, as designated on the other side, all the
shares of stock of Bolt Technology Corporation standing in the name of the
undersigned with all powers which the undersigned would possess if present at
the Annual Meeting of Stockholders of the Company to be held November 14, 1995
or any adjournment thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
(up arrow) FOLD AND DETACH HERE (up arrow)
ANNUAL MEETING
BOLT TECHNOLOGY CORPORATION OF STOCKHOLDERS
NOVEMBER 14, 1995, 10:00 A.M.
The Norwalk Inn &
Conference Center
99 East Avenue
Norwalk, Connecticut
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
1. ELECTION OF DIRECTORS NOMINEES: John H. Larson and Bernard Luskin
For all WITHHOLD
nominees AUTHORITY (INSTRUCTION: To withhold authority to vote
listed to vote for for any individual nominee, write
to the all nominees that nominee's name in the space below.)
right listed to ----------------------------------------------
(except the right
as marked
to the
contrary)
[_] [_]
2. To transact in their discretion such other business as may properly come
before the meeting.
Please sign exactly as name appears
below. 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. If a
partnership, please sign in partnership
name by authorized person.
Dated: __________________________ , 1995
----------------------------------------
(Signature)
----------------------------------------
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(up arrow) FOLD AND DETACH HERE (up arrow)
ADMISSION TICKET
ANNUAL MEETING OF
BOLT TECHNOLOGY CORPORATION
TUESDAY, NOVEMBER 14, 1995
10:00 A.M.
THE NORWALK INN & CONFERENCE CENTER
99 EAST AVENUE
NORWALK, CONNECTICUT
