<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
-
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (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] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
BOLT TECHNOLOGY CORPORATION
Four Duke Place
Norwalk, Connecticut 06854
(203) 853-0700
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 23, 1999
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 23, 1999, at 10:00 A.M., Eastern Standard
Time, for the following purposes:
1. To elect four (4) 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 or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on October 15, 1999
as the record date for the determination of stockholders entitled to notice
of, and to vote at, the meeting and any adjournment or postponement 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 25, 1999
<PAGE>
BOLT TECHNOLOGY CORPORATION
Four Duke Place
Norwalk, Connecticut 06854
(203) 853-0700
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 23, 1999
----------------
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 23, 1999, at 10:00 A.M., and at any and all
adjournments or postponements 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 25, 1999.
Only stockholders of record of the Company's Common Stock, without par
value, at the close of business on October 15, 1999, will be entitled to vote
at the meeting. At that date, there were issued and outstanding 5,370,378
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.
If the accompanying proxy card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the proxy card will vote (i) FOR the slate of
nominees proposed by the Board of Directors, and (ii) with regard to all other
matters which may be brought before the Annual Meeting, in accordance with the
judgment of the person or persons voting the proxies.
Directors will be elected by a plurality of votes at the Annual Meeting.
Abstentions are not counted toward a nominee's number of total votes cast. All
other matters which properly come before the Annual Meeting must be approved
by a majority of the votes present at the Annual Meeting. Abstentions will
have the practical effect of voting against such matter, since an abstention
is one less vote for approval. Broker non-votes of any matter will have no
impact on such matter since they are not considered "shares present" for
voting purposes.
<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. Beneficial ownership reflected in the table
represents sole voting power for 498,850 shares and sole dispositive power for
527,950 shares. The following is the only person known to the Company or its
management who beneficially owned as of October 15, 1999, more than five
percent of any class of the Company's voting securities.
<TABLE>
<CAPTION>
Shares of
Common Stock
Name and Address of Beneficially Percent
Beneficial Owner Owned of Class
------------------- ------------ --------
<S> <C> <C>
Kennedy Capital Management, Inc.
10829 Olive Blvd.
St. Louis, MO 63141 527,950 9.8
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth all equity securities of the Company
beneficially owned as of October 15, 1999 by (i) each director and nominee,
(ii) each executive officer named in the Summary Compensation Table, and (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
Common Stock Options Percent
Name Owned(1) Exercisable(2) Total of Class(3)
---- ------------ -------------- ------- -----------
<S> <C> <C> <C> <C>
Stephen Chelminski.......... 22,291 -- 22,291 *
Kevin M. Conlisk............ 9,500(4) 2,250 11,750 *
Joseph Espeso............... 31,400 -- 31,400 *
John H. Larson.............. 18,200(5) 6,000 24,200 *
Alan Levy................... 63,302(4) 40,000 103,302 1.9
Joseph Mayerick, Jr. ....... 40,975(4) 50,000 90,975 1.7
Gerald H. Shaff............. 139,000 -- 139,000 2.6
Gerald A. Smith............. 39,250 2,250 41,500 *
Raymond M. Soto............. 191,710 64,000 255,710 4.7
All Executive Officers and
Directors
As a Group................. 555,628 164,500 720,128 13.0
</TABLE>
- --------
(1) Includes 3,000 shares, 700 shares, 5,000 shares, 2,000 shares, 25,000
shares and 1,875 shares held by the wives of Messrs. Conlisk, Espeso,
Larson, Shaff, Smith and Soto, respectively, or an aggregate of 37,575
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 15, 1999 plus where applicable all stock options granted to the
individual or group, as appropriate, under the Company's stock option plan,
which officers and directors may acquire within 60 days.
(4) Represents shared voting power with a family member.
(5) Includes 7,500 shares, the voting power of which is shared with a family
member.
* 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
number of directorships was fixed at eight at the Regular Meeting of the Board
of Directors held on May 11, 1999. The four directors whose terms will expire
at the 1999 Annual Meeting of Stockholders are Kevin M. Conlisk, Joseph
Espeso, Joseph Mayerick, Jr. and Gerald A. Smith. These four directors have
been nominated by the Board of Directors to stand for election at the 1999
Annual Meeting of Stockholders. Messrs. Conlisk, Mayerick and Smith were
elected by the Stockholders at the annual meeting held on November 19, 1996.
Mr. Espeso was elected in May 1999 by the Board of Directors when it increased
the number of directorships to eight.
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 four nominees. Should any one or all 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 Board of Directors recommends a vote "FOR" the slate of nominees
described below.
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 2002:
Kevin M. Conlisk, 54, Di- A Principal and Chief Financial Officer of 1996
rector Alinabal Holdings Corporation, a
diversified manufacturer of industrial
products for more than five years.
Joseph Espeso, 57, Direc- Senior Vice President--U.S. Group of Banque 1999
tor Nationale de Paris since April 1996. Prior
to April 1996, Senior Director at American
Express Bank for more than five years.
Joseph Mayerick, Jr. 57, 1993
Senior Vice President-- Senior Vice President--Marketing for more
Marketing and Director than five years.
Gerald A. Smith, 53, Di- President of Integrated Loan Services, Inc. 1993
rector a provider of valuation reports to the
banking and mortgage lending industries
for more than five years.
Directors Whose Term
Expires in 2000:
Stephen Chelminski, 67, 1962
Director of Special A founder of the Company. Part-time
Research and Development Director of Special Research and
Projects on a part-time Development Projects for more than five
basis and Director years.
Raymond M. Soto, 60, 1979
Chairman, President, Chairman of the Board since November 1997.
Chief Executive Officer President and Chief Executive Officer for
and Director more than five years.
</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 Ex-
pires in 2001:
John H. Larson, 69, Retired in April 1989 as President and 1989
Director Chief Executive Officer and Director of
Connecticut Energy Corporation and its
principal subsidiary, The Southern
Connecticut Gas Company.
Gerald H. Shaff, 66, President and Chief Executive Officer of 1998
Director Custom Products Corporation for more than
five years. Custom Products, a
manufacturer of precision mechanical and
pneumatic slip clutches, became a wholly-
owned subsidiary of the Company in January
1998.
</TABLE>
In connection with the acquisition of Custom Products Corporation in January
1998, the Company paid Mr. Shaff $4,971,000 in cash and 135,000 shares of the
Company's Common Stock. In addition, the Company may pay additional
consideration to Mr. Shaff based upon the future sales growth of Custom
Products Corporation.
To induce Mr. Shaff to enter into an Employment Agreement with the Company,
the Company agreed to nominate Mr. Shaff as a Director of the Company during
the term of his Employment Agreement. The Employment Agreement terminates on
December 31, 2002 or on such earlier date as Mr. Shaff dies, becomes
permanently disabled or is terminated for cause. The Employment Agreement
provides for a salary of not less than $150,000 per year.
MANAGEMENT
Directors and Executive Officers
The Directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Raymond M. Soto....... Chairman of the Board, President, Chief Executive Officer and Director
Joseph Mayerick, Jr... Senior Vice President--Marketing and Director
Alan Levy............. Vice President--Finance, Secretary and Treasurer
Stephen Chelminski.... Director
Kevin M. Conlisk...... Director (1)(2)
Joseph Espeso......... Director
John H. Larson........ Director (1)(2)
Gerald H. Shaff....... Director
Gerald A. Smith....... Director (1)(2)
</TABLE>
--------
(1) Member of the Audit Committee.
(2) Member of the Executive Compensation Committee.
Alan Levy, age 50, has been Vice President--Finance since 1991, Secretary
since 1988 and Treasurer since 1997.
See "Election of Directors" for biographies relating to Directors.
4
<PAGE>
Information on Committees of the Board of Directors
During the fiscal year ended June 30, 1999, the Board of Directors held
seven Board meetings and two Committee meetings. With the exception of Mr.
Mayerick, who missed two board meetings because of Company related travel, no
director attended fewer than 75% of the total number of meetings of the Board
and of the Committees of which he is a member.
The standing committees of the Board of Directors are the Audit and
Executive Compensation Committees. In lieu of a Nominating Committee, 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 Kevin M. Conlisk (Chairman), John H. Larson and Gerald A. Smith.
The Audit Committee held two meetings during fiscal 1999.
The Executive Compensation Committee oversees the Company's executive
compensation programs and establishes its executive compensation policies. Its
members are Gerald A. Smith (Chairman), Kevin M. Conlisk and John H. Larson.
The Executive Compensation Committee did not meet during fiscal 1999 but held
a meeting on July 13, 1999.
Directors' Compensation
In fiscal 1999, non-employee directors received a fee of $1,000 for
attendance at each meeting of the Board of Directors. Each non-employee
director also received an annual directors fee of $5,000 and $500 for each
committee meeting attended. Directors who are also employees of the Company
receive no additional compensation for service as a director.
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, 1999. Mr. Shaff was paid $150,000 under the terms of his
Employment Agreement with the Company.
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.
Executive Compensation Committee Report on Compensation of Executive Officers
of the Company
The Executive Compensation Committee of the Board of Directors has furnished
the following report on executive compensation:
Executive Officer Compensation
The Company's compensation program for executive officers consists primarily
of three key elements: a base salary, a discretionary annual bonus and grants
of stock options, in addition to benefit plans available to all employees. The
Committee believes that this approach best serves the interests of
stockholders by ensuring that executive officers are compensated in a manner
that advances both the short-term and long-term interests of stockholders.
5
<PAGE>
Total Cash Compensation--Salary and Bonuses. Salaries paid to executive
officers are reviewed annually by the Chief Executive Officer based upon his
subjective assessment of the nature of the position, and the contribution,
experience and Company tenure of the executive officer. The Chief Executive
Officer reviews his salary recommendations for all executive officers with the
Compensation Committee, which is responsible for approving or disapproving
those recommendations. In addition, the Chief Executive Officer makes
recommendations to the Compensation Committee as to discretionary annual
bonuses, if any, to be paid to individual executive officers, based upon his
evaluation of each executive officer's contribution to Company performance.
Stock Options. The Company's 1993 Stock Option Plan authorizes a Committee
of non-employee directors to grant options to executives of the Company. The
Committee is composed of the three non-employee directors on the Compensation
Committee. Option grants are made from time to time to executives whose
contributions are perceived to have had or to be likely to have a significant
impact on the Company's performance.
Chief Executive Officer Compensation
Mr. Soto's compensation as Chief Executive Officer is composed of the same
elements and performance measures as for the Company's other senior
executives. The Compensation Committee believes that Mr. Soto's total
compensation reflects the unique contributions that he makes to the Company's
performance as an innovative leader in the industry in which the Company
operates. He was awarded a bonus of $310,000 in fiscal 1999, based on the
Company's performance in fiscal 1999. The Committee believes that such
compensation is appropriate based on 1999 earnings, revenue growth and cash
flow from operations.
Members of the Compensation
Committee
Gerald A. Smith, Chairman
Kevin M. Conlisk
John H. Larson
Compensation Committee Interlocks and Insider Participation
The Board of Directors of the Company has an Executive Compensation
Committee composed of Messrs. Smith, Conlisk and Larson. Mr. Soto, the
Company's Chairman, President and Chief Executive Officer, participates in
deliberations of the Committee concerning executive officer compensation.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the Company's last three fiscal years,
the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to the Company's Chief Executive
Officer and each of the Company's other executive officers:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
------------------ -------------
Name and Principal Fiscal Stock Options All Other
Position Year Salary($) Bonus($) Awards(#) Compensation($)(1)(2)
------------------ ------ --------- -------- ------------- ---------------------
<S> <C> <C> <C> <C> <C>
Raymond M. Soto, Chair- 1999 $234,647 $310,000 -- $35,469
man, President and 1998 221,500 350,000 40,000 35,795
Chief Executive Officer 1997 206,000 225,000 24,000 34,233
Joseph Mayerick, Jr., 1999 155,769 95,000 -- 17,573
Senior Vice President- 1998 155,269 110,000 30,000 17,573
Marketing 1997 149,346 62,500 -- 17,573
Alan Levy 1999 150,769 95,000 -- 17,263
Vice President-Finance, 1998 150,254 105,000 20,000 17,027
Secretary 1997 144,346 62,500 10,000 15,811
and Treasurer
</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 1998
was as follows: Mr. Soto, $5,162 and Mr. Levy, $4,916. Mr. Mayerick did
not participate in the savings plan.
(2) Includes the value of Company paid whole life insurance policies on
Messrs. Soto, Mayerick and Levy. The named executive has 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 1998 was $30,307 for Mr. Soto, $17,573 for
Mr. Mayerick and $12,347 for Mr. Levy.
Employment Agreement
The Company has an employment agreement, through June 30, 2002, subject to
extension, with Mr. Soto. The agreement provides for, among other things, a
base annual salary of $238,000 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 (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
7
<PAGE>
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 4 key employees to participate in this plan, including all
named executive officers, other than Mr. Soto.
Option Grants in the Last Fiscal Year
The Company did not grant options to the Chief Executive Officer or the
other named executive officers in the 1999 fiscal year.
8
<PAGE>
Stock Option Exercises and Holdings
The following table sets forth information related to options exercised
during fiscal 1999 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, 1999.
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......... -- -- 64,000 -- $37,500 --
Joseph Mayerick, Jr. ... 12,000 $59,250 50,000 -- 91,850 --
Alan Levy............... 10,000 46,875 40,000 -- 60,600 --
</TABLE>
- --------
(1) Based upon $5.6875 per share, the market price of a share of common stock
as of June 30, 1999, net of exercise prices that range from $1.19 to
$4.125 per share. In all cases the exercise price equalled the market
price of a share at the date of grant.
Comparison of Five-Year Cumulative Total Return
The following performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The following graph compares the five-year cumulative total return of the
Company's common stock as compared with the cumulative total return, assuming
reinvestment of dividends, of the Standard and Poor's Small Cap 600 Index and
the Standard and Poor's Small Cap Oil and Gas (Drilling & Equipment) Index.
9
<PAGE>
Cumulative Total Return
Based on investment of $100 on June 30, 1994
[BAR GRAPH]
<TABLE>
<CAPTION>
6/30/94 6/30/95 6/30/96 6/30/97 6/30/98 6/30/99
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Bolt Technology Corporation........................... $100 $190 $390 $800 $1,460 $910
S&P Small Cap 600 Index............................... $100 $120 $152 $185 $ 220 $215
S&P Small Cap Oil & Gas (Drilling & Equip)............ $100 $110 $165 $235 $ 208 $146
</TABLE>
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Deloitte & Touche LLP, independent accountants, were selected by the Board of
Directors in March 1999 to serve as the Company's independent accountants for
the fiscal year ended June 30, 1999. 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,
2000 at a meeting to be held in March 2000.
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.
10
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company has determined, based solely upon its review of copies of Form
3, 4 and 5 that it has received, 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.
STOCKHOLDERS' PROPOSALS
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 2000 Annual Meeting of
Stockholders must be received by the Company on or before June 24, 2000.
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.
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 25, 1999
11
<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 23,
1999 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 23, 1999, 10:00 a.m.
The Norwalk Inn & Conference Center
99 East Avenue
Norwalk, Connecticut
<PAGE>
Please mark
your votes as
indicated in
this example [X]
<TABLE>
<S> <C>
WITHHELD
The Board of Directors recommends a vote FOR FOR ALL Item 2 - To transact in their discretion such other
FOR Item 1. [ ] [ ] business as may properly come before
Item 1-ELECTION OF DIRECTORS the meeting.
Nominees:
</TABLE>
Kevin M. Conlisk
Joseph Espeso
Joseph Mayerick, Jr.
Gerald A. Smith
WITHHELD FOR: (Write that nominee's name in the space provided below).
- ------------------------------------------
Signature(s) Date
------------------------------------ ----------------------------
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, adminstator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Admission Ticket
Annual Meeting
of
BOLT TECHNOLOGY CORPORATION
Tuesday, November 23, 1999
10:00 a.m.
The Norwalk Inn & Conference Center
99 East Avenue
Norwalk, Connecticut
