BOLT TECHNOLOGY CORP
DEF 14A, 1996-10-15
OIL & GAS FIELD MACHINERY & EQUIPMENT
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<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 19, 1996
 
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 19, 1996, at 10:00 A.M. for the following
purposes:
 
    1. To elect three 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 11, 1996 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 21, 1996
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                                FOUR DUKE PLACE
                           NORWALK, CONNECTICUT 06854
                                 (203) 853-0700
 
                                PROXY STATEMENT
 
                               ----------------
 
                         ANNUAL MEETING OF STOCKHOLDERS
 
                          TO BE HELD NOVEMBER 19, 1996
 
                               ----------------
 
  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 19, 1996, 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 21, 1996.
 
  Only stockholders of record of the Company's Common Stock, without par value,
at the close of business on October 11, 1996, 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 11, 1996 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>
      First Union National Bank
       of North Carolina
      Charlotte, North Carolina 28288-1152    286,400      5.8
</TABLE>
 
                       SECURITY OWNERSHIP OF MANAGEMENT
 
  The following table sets forth all equity securities of the Company
beneficially owned as of October 11, 1996 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...........   221,123         16,000       237,123    4.8
   Kevin M. Conlisk.............     3,000(4)         --          3,000     *
   John H. Larson...............    20,200(5)         750        20,950     *
   Alan Levy....................    38,770(4)      36,000        74,770    1.5
   Bernard Luskin...............       200            750           950     *
   Robert M. Manning............   387,494(6)       1,500       388,994    7.8
   Joseph Mayerick, Jr. ........    40,510(4)      36,000        76,510    1.5
   Lloyd F. Pierce..............    25,250          2,250        27,500     *
   Gerald A. Smith..............    27,250          7,250        34,500     *
   Raymond M. Soto..............   114,960         87,000       201,960    4.0
   All Executive Officers and
    Directors
    As a Group..................   878,757        187,500     1,066,257   20.7
</TABLE>
- --------
(1) Includes 5,232 shares, 5,000 shares, 4,000 shares, 21,000 shares and 1,875
  shares held by the wives of Messrs. Chelminski, Larson, Pierce, Smith and
  Soto, respectively, or an aggregate of 37,107 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 plans which are currently exercisable.
(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 11, 1996 plus where applicable all stock options currently
  exercisable to the individual or group, as appropriate.
(4) Represents shared voting power with a family member.
(5) Represents 7,500 shares, the voting power of which is shared with a family
  member.
(6) Represents 5,000 shares, the voting power of which is shared with a family
  member.
 
  The address of Mr. Manning who owns 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 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 holders of Common Stock. The three directors whose terms will expire at the
1996 Annual Meeting of Stockholders are Joseph Mayerick, Jr., Lloyd F. Pierce
and Gerald A. Smith. Dr. Pierce, having attained directors retirement age, will
be retiring from the Board of Directors as of the date of the Annual Meeting.
The Board of Directors has nominated Messrs. Mayerick and Smith, both of whom
are currently serving as directors, to stand for election at the Annual Meeting
of Stockholders. The Board of Directors has also nominated Kevin M. Conlisk to
fill the vacancy created by the retirement of Dr. Pierce.
 
  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 three nominees. Should any one or more 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 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 1999:
 Kevin M. Conlisk, 51,      A Principal and Chief Financial Officer of     --
  Nominee                    Alinabal Holdings Corporation, a diversi-
                             fied manufacturer of industrial products
                             for more than five years.
 Joseph Mayerick, Jr., 54,  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, 50, Di-   President of Integrated Loan 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.
Directors Whose Term
 Expires in 1997:
 Stephen Chelminski, 64,    A founder of the Company. Since July, 1990,   1962
  Director of                part-time Director of Special Research and
  Special Research and De-   Development Projects.
  velopment Projects on a
  part-time basis and Di-
  rector
 Robert M. Manning, 59,     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.
</TABLE>
 
                                       3
<PAGE>
 
<TABLE>
<CAPTION>
 NAME, AGE AND POSITIONS,               BUSINESS EXPERIENCE             DIRECTOR
   IF ANY, WITH COMPANY                 DURING PAST 5 YEARS              SINCE
 ------------------------               -------------------             --------
 <S>                        <C>                                         <C>
  Raymond M. Soto, 57,                                                    1979
   President and Chief Ex-
   ecutive Officer and Di-  President and Chief Executive Officer since
   rector                    July, 1990.
 Directors Whose Term
  Expires in 1998:
  John H. Larson, 66, 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, 71,       Chairman of the Board and President for       1966
   Chairman of the Board     more than five years until his retirement
                             as President in July, 1990.
</TABLE>
 
  Messrs. Mayerick and Smith are presently serving as directors of the Company.
Both were elected by the Stockholders at the annual meeting held on November
30, 1993. Mr. Conlisk was nominated by the Board of Directors at a meeting held
on September 17, 1996 to fill a vacancy.
 
INFORMATION ON COMMITTEES OF THE BOARD OF DIRECTORS
 
  During the fiscal year ended June 30, 1996, the Board of Directors held seven
Board meetings and four 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 two
meetings during the year.
 
                                       4
<PAGE>
 
DIRECTORS' COMPENSATION
 
  In fiscal 1996, 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 $45,000 for his
services as Director of Special Research and Development Projects for the year
ended June 30, 1996.
 
  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>
                                      ANNUAL         LONG TERM
                                   COMPENSATION    COMPENSATION
                                ------------------ -------------
  NAME AND PRINCIPAL     FISCAL                    STOCK OPTIONS       ALL OTHER
       POSITION           YEAR  SALARY($) BONUS($)   AWARDS(#)   COMPENSATION($)(1)(2)
  ------------------     ------ --------- -------- ------------- ---------------------
<S>                      <C>    <C>       <C>      <C>           <C>
Raymond M. Soto,
President,
Chief Executive Officer
and Treasurer             1996  $208,000  $135,000       --             $30,979
                          1995   185,000   110,000    45,000              3,244
                          1994   171,000   100,000    22,000              3,468
Joseph Mayerick, Jr.
Senior Vice President-
Marketing                 1996   144,615    38,000       --              17,573
                          1995   133,253    33,000    20,000                585
                          1994   124,138    30,000    12,000              1,152
Alan Levy
Vice President-Finance
and Secretary             1996   139,615    40,000       --              14,891
                          1995   128,157    33,000    20,000              2,914
                          1994   106,616    30,000    12,000              1,713
</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 contribution made to the executive officers account for 1996
    was as follows: Mr. Soto, $3,107 and Mr. Levy, $2,544. Mr. Mayerick did not
    participate in the savings plan.
(2) Includes the value of Company paid life insurance policies on Messrs. Soto,
    Mayerick and Levy. The named executives have the right to designate the
    beneficiary and in the event of termination of employment, for any reason,
    ownership of the policy transfers to the named executive. The value of this
    benefit in 1996 was $27,872 for Mr. Soto, $17,573 for Mr. Mayerick and
    12,347 for Mr. Levy.
 
EMPLOYMENT AGREEMENT
 
  The Company entered into a three year employment agreement, subject to
extension, with Mr. Soto in June 1996. The agreement provides for, among other
things, a base annual salary of $206,000 a year, subject to adjustment and a
discretionary bonus to be determined from time-to-time by the Board of
Directors. The Company must also maintain a life insurance policy for the
benefit of Mr. Soto. The agreement will terminate in the event of Mr. Soto's
death and may be terminated by the Company in the event of Mr. Soto's
disability or for cause (as defined therein). Mr. Soto may terminate his
employment for Good Reason, which includes
 
                                       6
<PAGE>
 
(i) certain changes in Mr. Soto's duties and responsibilities; (ii) the
relocation of Mr. Soto's principal place of employment or (iii) the occurrence
of a "defined corporate change". If Mr. Soto terminates his employment for Good
Reason, he will be entitled to receive all sums which would have become payable
to Mr. Soto under this agreement during the three year period following the
date of such termination. This sum shall include (a) base salary, and (b) a
performance bonus based on the average of the three highest such bonuses paid
during the five fiscal years preceding the date of termination.
 
SEVERANCE COMPENSATION PLAN
 
  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 groups 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 years). In certain
circumstances, the Plan may be amended or terminated by the Board. The Board
has designated 5 key employees to participate in this plan, including all named
officers, other than Mr. Soto.
 
 
OPTION GRANTS IN THE LAST FISCAL YEAR
 
  There were no option grants during fiscal 1996 to the named executive
officers.
 
                                       7
<PAGE>
 
STOCK OPTION EXERCISES AND HOLDINGS
 
  The following table sets forth information related to options exercised
during 1996 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, 1996.
 
   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.........      --            --         87,000         --        $135,812        --
Joseph Mayerick, Jr. ...      --            --         36,000         --          54,850        --
Alan Levy...............      --            --         36,000         --          54,850        --
</TABLE>
- --------
(1) Based upon $2.4375 per share, the market price of a share of common stock
  as of June 30, 1996, 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.
 
                   RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
 
  Deloitte & Touche LLP, independent accountants, were selected by the Board of
Directors in March 1996 to serve as the Company's independent accountants for
the fiscal year ended June 30, 1996. 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,
1997 at a meeting to be held in March 1997.
 
  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.
 
            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
  The Company has determined, upon its review, that those persons subject to
Section 16 of the Securities Exchange Act of 1934, as amended, have filed on a
timely basis Forms 3, 4 and 5 in compliance with Section 16(a) of said Act.
 
                                 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
 
                                       8
<PAGE>
 
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 1997 Annual Meeting of
Stockholders must be received by the Company on or before June 21, 1997.
 
  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 21, 1996
 
                                       9
<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 19, 
1996 or any adjournment thereof.

      (CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)





- --------------------------------------------------------------------------------
                             FOLD AND DETACH HERE



BOLT TECHNOLOGY CORPORATION                  ANNUAL
                                             MEETING OF
                                             STOCKHOLDERS

                                             NOVEMBER 19, 1996, 10:00 A.M.

                                             The Norwalk Inn & Conference Center
                                             99 East Avenue
                                             Norwalk, Connecticut

<PAGE>
 
                   WHEN OK TO PRINT -- REMOVE ALL RED ITEMS

                                                           Please mark  
                                                           your votes as [X]
                                                           indicated in 
                                                           this example  
- --------------------------------------------------------------------------------
                         NO TEXT PRINTING IN THIS AREA
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR
Item 1.

                                              WITHHELD
Item 1-ELECTION OF DIRECTORS          FOR     FOR ALL
       Nominees:                     [   ]     [    ] Item 2-To transact in 
                                                      their discretion such
                                                      other business as may 
                                                      properly come before
       Kevin M. Conlisk                               the meeting.
       Joseph Mayerick, Jr.
       Gerald A. Smith


WITHHELD FOR:  (Write that nominee's name in the space
provided below).


- ------------------------------
[                                           ]


             NO TEXT PRINT IN THIS
                 ADDRESS AREA


[                                           ]

Signature(s)____________________________________________Date____________________
NOTE:  Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
                             FOLD AND DETACH HERE

                               ----------------
                               Admission Ticket
                               ----------------

                                Annual Meeting
                                      of
                          BOLT TECHNOLOGY CORPORATION

                          Tuesday, November 19, 1996
                                  10:00 a.m.
                      The Norwalk Inn & Conference Center
                                99 East Avenue
                             Norwalk, Connecticut


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