<PAGE> 1
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 / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
PANATECH RESEARCH AND DEVELOPMENT CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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 Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
PANATECH RESEARCH AND DEVELOPMENT CORPORATION
P.O. Box 23160
Albuquerque, NM 87192-1160
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on August 14, 1995
The Annual Meeting of Stockholders of Panatech Research and
Development Corporation (the "Company") will be held at The
Albuquerque Petroleum Club, Suite 1500, 500 Marquette NW,
Albuquerque, New Mexico on August 14, 1995 at 10:00 a.m. for the
following purposes:
1. To elect a Board of four directors; and
2. To transact such other business as may properly come before
the Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business, July
6, 1995, as the record date for determination of stockholders
entitled to notice of and to vote at the Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON,
PLEASE DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ENVELOPE ENCLOSED FOR THAT PURPOSE.
JAMES R. HAGAN
Secretary
July 11, 1995
<PAGE> 3
PANATECH RESEARCH AND DEVELOPMENT CORPORATION
-----------------------------
PROXY STATEMENT
-----------------------------
The accompanying Proxy is solicited by and on behalf of the
Board of Directors of Panatech Research and Development Corporation
(the "Company"), in connection with the Annual Meeting of
Stockholders to be held at The Albuquerque Petroleum Club, Suite
1500, 500 Marquette NW, Albuquerque, New Mexico at 10:00 a.m. on
August 14, 1995, and at any and all adjournments thereof. The
Company's telephone number is (505) 271-2200.
The costs of solicitation of Proxies will be paid by the
Company. Proxies may be solicited in person or by mail, telephone,
telegram, mailgram, or other means. In addition, the Company's
officers, directors and other regular employees, without additional
compensation, may solicit Proxies personally or by other appropriate
means. Banks, brokerage houses, fiduciaries, and other custodians
and nominees will be reimbursed for their customary out-of-pocket
and reasonable expenses incurred in forwarding proxy soliciting
material to their clients who are beneficial owners of shares.
It is anticipated that this Proxy Statement and accompanying
Proxy will first be mailed to stockholders on or about July 11,
1995.
VOTING RIGHTS
Unless the accompanying Proxy has been previously revoked, the
shares represented by the Proxy will, unless otherwise directed, be
voted at the Meeting FOR the nominees to the Board of Directors. A
stockholder may revoke the Proxy at will at any time prior to the
voting of the shares by voting in person at the Meeting or by filing
with the Secretary of the Company a duly executed Proxy bearing a
later date or an instrument revoking the Proxy.
Only stockholders of record of the Company's Common Stock as
of the close of business on July 6, 1995, will be entitled to vote
at the Meeting. On July 6, 1995, there were 3,692,300 shares of
Common Stock outstanding, each of which is entitled to one vote per
share.
A majority of the outstanding shares constitutes a quorum at
the Meeting. Abstentions and broker non-votes are counted for
purposes of determining the existence of a quorum. Directors are
elected by a plurality of the votes cast. Votes withheld in
connection with the election of directors are excluded from the vote
and have no effect.
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ELECTION OF DIRECTORS
The Board of Directors has nominated, and it is the intention
of the persons named in the enclosed Proxy to vote for the election
of, the four nominees named below, each of whom has consented to
serve as a director if elected. The directors hold office until the
next Annual Meeting of Stockholders and until their respective
successors have been elected and qualified. All of the nominees
have been previously elected by the stockholders of the Company.
Although the Board of Directors does not anticipate that any nominee
will be unavailable for election, in the event of such occurrence,
the Proxies will be voted for such substitute nominee, if any, as
the Board of Directors may designate.
The following information is supplied with respect to the
nominees for director:
<TABLE>
<CAPTION>
Name Age Principal Occupation
---- --- --------------------
<S> <C> <C>
Arthur J. Rosenberg 68 President and Treasurer
Joseph Elmaleh 56 Chairman and Chief Executive
Officer, Isramco, Inc.
Paul B. Rosenberg 63 President and Chief Executive
Officer Tech/Ops Corporation
James T. Stamas 63 Dean, Boston University School
of Hospitality Administration
</TABLE>
See "Ownership of Common Stock" for information concerning the
beneficial ownership of the Company's Common Stock by nominees for
director.
Dr. Arthur J. Rosenberg founded the Company in 1981 and has
served as President, Treasurer and Director since that date. Dr.
Rosenberg and Paul B. Rosenberg are brothers.
Dr. Joseph Elmaleh has been a director of the Company since
1981. He has been Chairman of the Board and founder of Jerusalem
Oil Exploration, Ltd. and the Chairman and Chief Executive Officer
of Isramco, Inc. (NASDAQ) since 1982. Both of such companies are
engaged in oil exploration and development in Israel. Dr. Elmaleh
also serves as Chairman of the Board and Chief Executive Officer of
East Mediterranean Oil & Gas Co., which is engaged in oil and gas
development in Israel, and Senior Vice President of Elmco Holdings,
Ltd., an international investment company involved in oil,
technology and industry.
Mr. Paul B. Rosenberg has been a director of the Company since
1985. Since February 1, 1988, he has been President and Chief
2
<PAGE> 5
Executive Officer of Tech/Ops Corporation, a privately owned
management and consulting company. Prior to that, for more than
five years he was Vice President, Finance and Treasurer of Tech/Ops,
Inc., a manufacturer of electronic instruments and a provider of
personal dosimetry services. Mr. Rosenberg is a director of
Landauer, Inc. (ASE) and Tech/Ops Sevcon, Inc. (ASE). He is the
brother of Dr. Arthur Rosenberg.
Mr. James T. Stamas has been a director of the Company since
1983. Since February 1, 1995, he has been Dean of the Boston
University School of Hospitality Administration. He has been a
principal of Stamas Partners, a privately owned management
consulting firm, since January 1988. For more than five years prior
thereto, Mr. Stamas was Senior Vice President and Chief
Administrative Officer of Omni Hotels.
Board of Directors and Committee Meetings
- -----------------------------------------
The Board of Directors held four meetings in the fiscal year
ended March 31, 1995. The Audit Committee consists of Paul B.
Rosenberg and James T. Stamas. The Audit Committee is responsible
for periodically reviewing the financial condition, and the results
of audit examinations of the Company with its independent
accountants. The Audit Committee held two meetings during the
fiscal year ended March 31, 1995. The Board of Directors has not
designated a nominating or compensation committee.
Directors' Compensation.
- ------------------------
The Company pays non-officer directors a quarterly fee of
$3,125, and reimburses them for out-of-pocket expenses incurred in
attending Board or Committee meetings. Paul B. Rosenberg provides
financial and accounting services to the Company in the capacity of
Chief Accounting Officer pursuant to a Consulting Agreement for
which he was paid $40,000 in fiscal year 1995.
On January 10, 1995, Joseph Elmaleh, Paul B. Rosenberg, and
James T. Stamas were each granted five-year options to purchase
5,000 shares of Common Stock at an exercise price of $2.00 per
share. The options are exercisable in 25% installments beginning
January 10, 1996.
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<PAGE> 6
EXECUTIVE OFFICERS
The Company's executive officers are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Arthur J. Rosenberg 68 President and Treasurer
Robert J. Perret, Jr. 37 President, ASM Company,
Inc. ("ASM")
</TABLE>
Dr. Rosenberg founded the Company in 1981 and has served as
President, Treasurer, and a director since that date.
Mr. Perret joined ASM, the Company's operating subsidiary, in
November 1989. From July 1988 until November 1989, he served as
Division Manager of Operations at W.S. Shamban Company, a
manufacturer of advanced engineered thermoplastics. From April 1986
until June 1988, he served as Development Manager for Parker
Hannifin Corp., a manufacturer of fluid power systems.
EXECUTIVE COMPENSATION
Summary Compensation Table
- --------------------------
The following table provides compensation information on the
Chief Executive Officer and the only other executive officer of the
Company (the "Named Officers") for services in all capacities during
fiscal years 1995, 1994, and 1993.
<TABLE>
<CAPTION>
Long-term
Compensation
-------------
Annual Compensation Securities
Name and Fiscal ------------------- Underlying
Principal Position Year Salary Bonus (1) Options
- ------------------ ---- ------ -------- -------
<S> <C> <C> <C> <C>
Arthur J. Rosenberg 1995 $160,000 $80,000 0
President & Treasurer 1994 160,000 80,000 0
1993 166,500 48,000 0
Robert J. Perret, Jr. 1995 120,000 117,860 25,000
President, ASM 1994 120,000 35,000 10,000
Company, Inc. 1993 88,518 22,773 20,000
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
Name and Fiscal All other
Principal Position Year Compensation (2)
- ------------------ ---- ----------------
<S> <C> <C>
Arthur J. Rosenberg 1995 $37,096
President & Treasurer 1994 37,096
1993 37,096
Robert J. Perret, Jr. 1995 2,223
President, ASM 1994 2,223
Company, Inc. 1993 2,223
</TABLE>
_______________________________
(1) Bonuses were paid in accordance with the terms of the
Employment Agreements described below. All bonus amounts were
deferred.
(2) Represents premiums paid for life insurance for Dr.
Rosenberg and premiums paid for term life and disability
insurance for Mr. Perret. The cash surrender value of Dr.
Rosenberg's life insurance policy, presently $144,000, remains
the property of the Company. See "Employment Agreements"
below.
Employment Agreements
- ---------------------
On March 3, 1994, the Company entered into a three-year
Employment Agreement with Dr. Arthur J. Rosenberg pursuant to which
the Company agreed to employ Dr. Rosenberg as its President and
Chief Executive Officer from April 1, 1994 until March 31, 1997 at a
base annual salary of not less than $160,000. Dr. Rosenberg is
entitled to the use of a Company-owned and maintained vehicle and to
a deferred bonus equal to at least 30% but not more than 50% of his
annual salary, the exact amount to be determined by the Board of
Directors. For fiscal year 1995, Dr. Rosenberg received $80,000 in
deferred bonus. The Employment Agreement also provides for
disability payments to Dr. Rosenberg should he be unable to perform
his duties due to illness or injury ranging from $160,000 to
$96,000. Pursuant to the Employment Agreement, the Company also
pays for a universal life insurance policy on Dr. Rosenberg's life
in the face amount of $1,000,000. The cash surrender value of the
policy remains the property of the Company and the balance is
payable to Dr. Rosenberg's beneficiary. The Employment Agreement
may be terminated at any time for good cause as defined in the
Agreement.
On March 3, 1994, ASM entered into a three-year
Employment Agreement with Robert J. Perret, Jr., whereby ASM agreed
to employ Mr. Perret as its President through April 1, 1997, subject
to extension by mutual agreement, at an annual base salary of
$120,000
5
<PAGE> 8
per year. Under this agreement, (I) Mr. Perret is entitled to
an annual bonus determined according to a formula based upon return
on net assets employed; (ii) in addition to his base salary, ASM
provides Mr. Perret with an automobile, term life insurance in the
face amount of $500,000 (of which $350,000 is for the benefit of ASM
and $150,000 is for the benefit of Mr. Perret's designee) and
disability income insurance in an amount equal to 67% of his annual
base salary should he become disabled, (iii) the agreement may be
terminated at any time for good cause as defined therein, (iv) If
the agreement is terminated without good cause, or if Mr. Perret is
willing to extend the Agreement, but ASM declines to do so, Mr.
Perret is entitled to severance pay of $10,000 per month for a
period of up to twelve months, less the amount of any income earned
by him from other employment, and (v) Mr. Perret is prohibited from
working for or having any other relationship with a competitor of
ASM for a period of one year following any termination of his
employment with ASM.
Fiscal Year 1995 Option Grants
- ------------------------------
Shown below is information on grants of stock
options to the Named Officers under the Company's 1993 Stock Option
Plan during fiscal year 1995.
<TABLE>
<CAPTION>
No. of
Securities % of Total
Underlying Options Granted Exercise Expir-
Options to Employees Price ation
Name Granted in Fiscal 95 Per Share Date
---- ------- ------------ --------- ----
<S> <C> <C> <C> <C>
Arthur J. Rosenberg 0 0 0 0
Robert J.Perret, Jr. 15,000 (1) 44% $2.00
1/9/00
- ---------------
</TABLE>
(1) The options vest in 25% installments beginning one year after
the grant date and have a term of five years subject to earlier
termination in certain circumstances. Under the terms of the 1993
Stock Option Plan, the Board of Directors may, subject to Plan
limits, modify the terms of outstanding options, including the
exercise price and vesting schedule.
(2) Fair market value of the Common Stock on the
grant date.
6
<PAGE> 9
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Information
<TABLE>
<CAPTION>
No. of Securities
Underlying Value of Un-
Options exercised Unexercised exercised In-the-
in FY 95 Options Held At Money options at
-------------------- March 31, 1995 Mar 31, 1995 (2)
Shares -------------- --------------
Acquired on Value Exerc- Unexerc- Exerc- Unexerc-
Exercise Realized (1) isable isable isable isable
-------- ----------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Arthur J.
Rosenberg 50,000 $25,000 0 0 $ 0 $ 0
Robert J.
Perret, Jr. 20,000 $23,000 35,000 65,000 $66,250 $73,750
</TABLE>
_________________
(1) Aggregate market value on date of exercise, less aggregate
exercise price.
(2) Aggregate market value on March 31, 1995, less aggregate
exercise price.
Under the terms of the Company's Stock Option Plans, in
the event of liquidation or dissolution, or a reorganization,
merger, or consolidation in which the Company is not the survivor,
or the sale of substantially all of the Company's assets or of more
than 80% of the outstanding stock to another entity, outstanding
stock options will become fully exercisable 30 days before the
effective date of any such transaction unless the options are
assumed by the surviving or successor corporation.
7
<PAGE> 10
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information with respect
to beneficial ownership of the Company's Common Stock as of July 6,
1995, by (i) each person known by the Company to be the beneficial
owner of more than 5% of the Common Stock, (ii) each Named Officer
and director, and (iii) all executive officers and directors as a
group.
<TABLE>
<CAPTION>
Number of Percentage
Name * Shares Ownership
------ ------ ---------
<S> <C> <C>
Arthur J. and Naomi C. Rosenberg 790,750 21.4%
P.O. Box 23160
Albuquerque, NM 87192
Kennedy Capital Management Inc. 264,900 7.2%
425 No. New Ballas Road, Suite 181
St. Louis, MO 63141
Joseph Elmaleh 21,000 (1) **
Paul B. Rosenberg 63,500 (2) 1.7%
James T. Stamas 30,000 (3) **
Robert J. Perret, Jr. 60,000 (4) 1.6%
All executive officers and directors
as a group (5 persons) 965,250 (5) 26.1%
- ---------------
</TABLE>
* Includes addresses of 5% or more stockholders.
** Less than one percent.
(1) Includes 5,000 shares subject to options which are exercisable
within 60 days.
(2) Includes 1,000 shares subject to Class B Warrants and 5,000
shares subject to options which are exercisable within 60 days.
(3) Includes 5,000 shares subject to options which are exercisable
within 60 days.
(4) Includes 40,000 shares subject to options which are exercisable
within 60 days.
(5) See Notes (1) through (4)
Compliance with Section 16 of the Exchange Act
- ----------------------------------------------
The Company's executive officers, directors, and ten per cent
or more stockholders are required to file reports with the
Securities and Exchange Commission with respect to any changes in
their beneficial ownership of the Company's equity securities.
During the year ended March 31, 1995, Mr. Perret did not timely
report three transactions (two option exercises and one option
grant) and Messrs. Elmaleh and Stamas each did not timely report two
transactions (one option exercise and one option grant).
8
<PAGE> 11
INDEPENDENT ACCOUNTANTS
It is the current intention of the Company's Board of
Directors to select and retain Arthur Andersen & Co. as the
Company's independent accountants for the current year. Arthur
Andersen & Co. conducted the audit for the fiscal year ended March
31, 1995. A representative of Arthur Andersen & Co. will be present
at the Meeting, and will have the opportunity to make a statement if
he so desires and to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder intending to submit to the Company a proposal
for inclusion in the Company's Proxy Statement and Proxy for the
1996 Annual Meeting must submit such proposal so that it is received
by the Company no later than March 10, 1996.
AVAILABILITY OF FORM 10-KSB
The Company will furnish without charge a copy of its Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1995,
without exhibits, as filed with the Securities and Exchange
Commission, to any stockholder desiring a copy. Stockholders may
write to the Company at P.O. Box 23160, Albuquerque, NM 87192-1160.
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting of Stockholders calls for the
transaction of such other business as may properly come before the
meeting, the Board of Directors has no knowledge of any matters to
be presented for action by the stockholders other than as set forth
above. The enclosed Proxy gives discretionary authority, however,
in the event any additional matters should be presented.
STOCKHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN, AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
JAMES R. HAGAN
Secretary
Albuquerque, New Mexico
July 11, 1995
9
<PAGE> 12
PANATECH RESEARCH AND DEVELOPMENT CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 14, 1995
---------------------------------------------
The undersigned hereby constitutes and appoints Arthur J.
Rosenberg and Paul B. Rosenberg, and each of them, the attorneys and
proxies of the undersigned with full power of substitution to appear
and to vote as designated below, all of the common Stock of PANATECH
RESEARCH AND DEVELOPMENT CORPORATION held of record by the
undersigned on July 6, 1995 at the Annual Meeting of Stockholders to
be held on August 14, 1995, or any adjournment thereof.
(1) ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote
(except as indicated to the for all nominees listed
contrary below) below
Joseph Elmaleh, Arthur J. Rosenberg, Paul B. Rosenberg,
James T. Stamas
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOM-
INEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
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(2) IN THEIR DISCRETION, ON OTHER MATTERS WHICH PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED UPON BEHALF OF THE BOARD OF DIRECTORS OF
PANATECH RESEARCH AND DEVELOPMENT CORPORATION. IF NO VOTE IS
INDICATED, THIS PROXY WILL BE VOTED WITH AUTHORITY FOR THE ELECTION
OF DIRECTORS.
YOU ARE URGED TO DATE, SIGN AND RETURN PROMPTLY THIS PROXY IN THE
ENVELOPE PROVIDED. IT IS IMPORTANT FOR YOU TO BE REPRESENTED AT THE
MEETING. THE EXECUTION OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IF YOU ARE PRESENT AT THE MEETING.
I will / / Will Not / / Attend the Meeting
IMPORTANT: Please sign exactly as your name or names appear on the
share certificates, and when signing as an attorney, executor,
administrator, trustee or guardian, give your full title as such.
If the signatory is a corporation, sign the full corporate name by
duly authorized officer, or if a partnership, sign in partnership
name by authorized person.
Date________________, 1995
Signature:________________
