<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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(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 21, 2000
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 21, 2000, at 10:00 A.M., Eastern Standard
Time, for the following purposes:
1. To elect two (2) 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 13, 2000
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 23, 2000
<PAGE>
BOLT TECHNOLOGY CORPORATION
Four Duke Place
Norwalk, Connecticut 06854
(203) 853-0700
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 21, 2000
----------------
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 21, 2000, 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 23, 2000.
Only stockholders of record of the Company's Common Stock, without par
value, at the close of business on October 13, 2000, will be entitled to vote
at the meeting. At that date, there were issued and outstanding 5,408,733
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 present, in person or by
proxy, 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 300,000 shares and sole dispositive power for
315,100 shares. The following is the only person known to the Company or its
management who beneficially owned as of October 13, 2000, 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 315,100 5.8
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth all equity securities of the Company
beneficially owned as of October 13, 2000 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) 6,000 15,500 *
Joseph Espeso............... 31,400(4) 3,000 34,400 *
John H. Larson.............. 21,200(5) 3,000 24,200 *
Alan Levy................... 73,302(4) 30,000 103,302 1.9
Joseph Mayerick, Jr. ....... 56,830(4) 30,000 86,830 1.6
Gerald H. Shaff............. 139,000 -- 139,000 2.6
Gerald A. Smith............. 39,250 6,000 45,250 *
Raymond M. Soto............. 186,710 64,000 250,710 4.6
All Executive Officers and
Directors
As a Group................. 579,483 142,000 721,483 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 13, 2000 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) Represents shared voting power with a family member.
(5) Represents 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
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 2000 Annual Meeting of Stockholders are Stephen Chelminski and
Raymond M. Soto. Both of these directors have been nominated by the Board of
Directors to stand for election at the 2000 Annual Meeting of Stockholders.
Messrs. Chelminski and Soto were elected by the Stockholders at the annual
meeting held on November 25, 1997.
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 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 Expir-
ing in 2003:
Stephen Chelminski, 68, A founder of the Company. Part-time 1962
Director of Special Director of Special Research and
Research and Development Projects for more than five
Development Projects on years.
a part-time basis and
Director
Raymond M. Soto, 61, 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.
Directors Whose Term
Expires in 2001:
John H. Larson, 70, 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
Connecticut Gas Company.
Gerald H. Shaff, 67, Di- President and Chief Executive Officer of 1998
rector Custom Products Corporation for more than
five years. Custom Products, a
manufacturer of minature clutches, brakes
and electric motors, became a wholly-owned
subsidiary of the Company in January 1998.
</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 2002:
Kevin M. Conlisk, 55, A Principal and Chief Financial Officer of 1996
Director Alinabal Holdings Corporation, a
diversified manufacturer of industrial
products for more than five years.
Joseph Espeso, 58, Senior Vice President of U.S. Group of BNP 1999
Director Paribas since April 1996. Prior to April
1996, Senior Director at American Express
Bank for more than five years.
Joseph Mayerick, Jr. 58, Senior Vice President, Marketing for more 1993
Senior Vice President, than five years.
Marketing and Director
Gerald A. Smith, 54, President of Integrated Loan Services, 1993
Director Inc., a provider of valuation reports to
the banking and mortgage lending
industries for more than five years.
</TABLE>
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(1)(2)
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 51, has been Vice President, Finance since 1991, Secretary
since 1988 and Treasurer since 1997.
See "Election of Directors" for biographies relating to Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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.
4
<PAGE>
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 the agreement. The agreement terminates on December 31, 2002 or on
such earlier date as Mr. Shaff dies, becomes permanently disabled or is
terminated for cause. The agreement provides for a salary of not less than
$150,000 per year.
GENERAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
Information on Committees of the Board of Directors
During the fiscal year ended June 30, 2000, the Board of Directors held
eight Board meetings and three Committee meetings. 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), Joseph Espeso, John H. Larson and
Gerald A. Smith. The Audit Committee held two meetings during fiscal 2000.
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, Joseph Espeso and
John H. Larson. The Executive Compensation Committee held one meeting during
fiscal 2000.
Directors' Compensation
In fiscal 2000, 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, 2000. Mr. Shaff was paid $150,000 under the terms of his
employment agreement with the Company.
Under the Bolt Technology Corporation 1993 Stock Option Plan, each non-
employee director receives, when elected as a director, an option to purchase
3,000 shares of the Common Stock of the Company subject to the terms and
conditions of the Plan.
Compensation Committee Interlocks and Insider Participation
The Board of Directors of the Company has an Executive Compensation
Committee composed of Messrs. Smith, Conlisk, Espeso and Larson. Mr. Soto, the
Company's Chairman, President and Chief Executive Officer, participates in
deliberations of the Committee concerning executive officer compensation.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the Company's last three fiscal years,
the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to the Company's Chief Executive
Officer and each of the Company's other executive officers:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
------------------ -------------
Name and Principal Fiscal Stock Options All Other
Position Year Salary($) Bonus($) Awards(#) Compensation($)(1)(2)
------------------ ------ --------- -------- ------------- ---------------------
<S> <C> <C> <C> <C> <C>
Raymond M. Soto, Chair- 2000 $238,140 -- -- $36,545
man, President and 1999 234,647 $310,000 -- 35,469
Chief Executive Officer 1998 221,500 350,000 40,000 35,795
Joseph Mayerick, Jr., 2000 162,000 -- -- 17,573
Senior Vice President, 1999 155,769 95,000 -- 17,573
Marketing 1998 155,269 110,000 30,000 17,573
Alan Levy 2000 157,000 -- -- 17,403
Vice President, Finance, 1999 150,769 95,000 -- 17,263
Secretary 1998 150,254 105,000 20,000 17,027
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 2000
was as follows: Mr. Soto, $4,962 and Mr. Levy, $5,056. 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 2000 was $31,583 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, 2003, subject to
extension, with Mr. Soto. The agreement provides for, among other things, a
base annual salary of $250,000 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
6
<PAGE>
the three year period following the date of such termination. This sum shall
include base salary and 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 2000 fiscal year.
Stock Option Exercises and Holdings
The following table sets forth information related to options exercised
during fiscal 2000 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, 2000.
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 -- -- --
Joseph Mayerick, Jr. ... 20,000 $60,600 30,000 -- -- --
Alan Levy............... 10,000 $29,350 30,000 -- -- --
</TABLE>
--------
(1) Based upon $4.125 per share, the market price of a share of common stock
as of June 30, 2000, net of exercise prices that range from $4.125 to
$6.9375 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 March 2000 to serve as the Company's independent accountants
for the fiscal year ended June 30, 2000. 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,
2001 at a meeting to be held in March 2001.
Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting of Stockholders, with the opportunity to make a statement, if they
desire to do so, and to respond to appropriate questions from stockholders.
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 2001 Annual Meeting of
Stockholders must be received by the Company on or before June 22, 2001.
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 23, 2000
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 21, 2000 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 21, 2000 10:00 a.m.
The Norwalk Inn & Conference Center
99 East Avenue
Norwalk, Connecticut
<PAGE>
Please mark [X]
your votes as
indicated in
this example
WITHHELD
The Board of Directors recommends FOR FOR ALL
a vote FOR Item 1. [ ] [ ]
<TABLE>
<CAPTION>
<S> <C>
ITEM 1 - ELECTION OF DIRECTORS ITEM 2 - To transact in their discretion such other
Nominees: business as may properly come before
the meeting.
Stephen Chelminski
Raymond M. Soto
</TABLE>
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, administrator, trustee or guardian, please give
full title as such.
-----------------------------------------------------------------------------
FOLD AND DETACH HERE
---------------------------
Admission Ticket
---------------------------
Annual Meeting
of
BOLT TECHNOLOGY CORPORATION
Tuesday, November 21, 2000
10:00 a.m.
The Norwalk Inn & Conference Center
99 East Avenue
Norwalk, Connecticut
