SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [_] 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
LoJack 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] 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.:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
LoJack Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
July 21, 1999
You are hereby notified that the annual meeting of stockholders of
LoJack Corporation (the "Company") will be held on the 21st day of July, 1999 at
10:00 a.m. at the Sheraton Tara Hotel, 37 Forbes Road, Braintree, Massachusetts,
for the following purposes:
1. To consider and act upon a proposal to fix the number of
directors of the Company at seven (7) and to elect seven (7)
directors for the ensuing year.
2. To consider and act upon a proposal to ratify the adoption by
the Board of Directors of an amendment to the Company's
Amended and Restated Stock Incentive Plan (the "Amended Plan")
to provide for an increase of (i) 100,000 in the number of
shares of Common Stock authorized for issuance under the
Amended Plan to directors of the Company eligible to receive
Non-Employee Director Options, and (ii) 1,000,000 in the
number of shares of Common Stock authorized for issuance under
the Amended Plan to employees who are eligible to receive
Senior Management Options, Incentive Stock Options and other
stock incentives.
3. To consider and act upon such other business as may properly
come before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 24, 1999
as the record date for the Meeting. Only stockholders on the record date are
entitled to notice of and to vote at the Meeting and at any adjournment thereof.
By order of the Board of Directors,
THOMAS A. WOOTERS,
Clerk
June 10, 1999
IMPORTANT: In order to secure a quorum and to avoid the expense of additional
proxy solicitation, please mail your proxy promptly in the enclosed envelope
even if you plan to attend the Meeting personally. Your cooperation is greatly
appreciated.
<PAGE>
LOJACK CORPORATION
Executive Offices
333 Elm Street
Dedham, Massachusetts 02029
PROXY STATEMENT
SOLICITATION AND VOTING OF PROXIES
This proxy statement and the accompanying proxy form are being mailed
by LoJack Corporation (the "Company") to the holders of record of the Company's
outstanding shares of common stock, $.01 par value ("Common Stock"), commencing
on or about June 10, 1999. The accompanying proxy is solicited by the Board of
Directors of the Company for use at the annual meeting of stockholders to be
held on July 21, 1999 (the "Meeting") and at any adjournment thereof. The cost
of solicitation of proxies will be borne by the Company. Directors, officers and
employees may assist in the solicitation of proxies by mail, telephone,
telegraph, telefax, telex, in person or otherwise, without additional
compensation.
When a proxy is returned, prior to or at the Meeting, properly signed,
the shares represented thereby will be voted by the proxies named in accordance
with the stockholder's instructions indicated on the proxy card. You are urged
to specify your choices on the enclosed proxy card. If the proxy card is signed
and returned without specifying choices, the shares will be voted FOR the
election of directors as set forth in this proxy statement and in the discretion
of the proxies as to other matters that may properly come before the Meeting.
Sending in a proxy will not affect a stockholder's right to attend the Meeting
and vote in person. A proxy may be revoked by notice in writing delivered to the
Clerk of the Company at any time prior to its use, by a written revocation
submitted to the Clerk of the Company at the Meeting, by a duly-executed proxy
bearing a later date, or by voting in person by ballot at the Meeting. A
stockholder's attendance at the Meeting will not by itself revoke a proxy.
VOTING SECURITIES AND RECORD DATE
The only outstanding class of stock of the Company is its Common Stock.
Each share of Common Stock is entitled to one vote per share. The Board of
Directors has fixed May 24, 1999 as the record date for the Meeting. Only
stockholders of record on the record date are entitled to notice of and to vote
at the Meeting and any adjournment thereof. On May 24, 1999, there were issued
and outstanding 16,944,361 shares of Common Stock.
The Company's Articles of Organization and By-laws provide that a
quorum shall consist of the representation in person or by proxy at the Meeting
of stockholders entitled to vote fifty-one percent (51%) in interest of the
votes that are entitled to be cast at the Meeting. The election of directors is
by plurality of the votes cast at the Meeting either in person or by proxy. The
approval of a majority of the votes properly cast at the Meeting, either in
person or by proxy, is required for the approval of proposal 2 and any other
business which may properly be brought before the Meeting or any adjournment
thereof.
With regard to the election of directors, votes may be left blank, cast
in favor or withheld; votes that are left blank will be counted in favor of the
election of the directors named on the proxy card. Votes that are withheld will
have the effect of a negative vote. Abstentions may be specified on all
proposals (other than the election of directors) and will be counted as present
for purposes of the proposal on which the abstention is noted. Broker non-votes
(i.e., shares held by a broker or nominee
<PAGE>
which are represented at the Meeting, but with respect to which the broker or
nominee is not empowered to vote on a particular proposal) will be counted in
determining a quorum for each proposal. However, broker non-votes will be
treated as unvoted shares and, accordingly, will not be counted in determining
the outcome of any proposal which requires the affirmative vote of a majority of
the votes cast.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth certain information as of May 24, 1999
with respect to the voting securities of the Company owned by (1) any person
(including any "group" as that term is defined in section 13(d)(3) of the
Securities Exchange Act of 1934) who is known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of a class of voting
securities of the Company, (2) each director or nominee for director of the
Company, (3) each of the executive officers named in the Summary Compensation
Table in this proxy statement, and (4) all directors, nominees for director and
executive officers of the Company as a group. In accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended, a person is deemed to be
the beneficial owner, for purposes of this table, of any voting securities of
the Company if he or she has or shares voting power or investment power with
respect to such securities or has the right to acquire beneficial ownership
thereof at any time within 60 days of May 24, 1999. As used herein "voting
power" is the power to vote or direct the voting of shares, and "investment
power" is the power to dispose of or direct the disposition of shares. Except as
indicated in the notes following the table below, each person named has sole
voting and investment power with respect to the shares listed as being
beneficially owned by such person.
<TABLE>
<CAPTION>
Number of
Name of Shares Percentage of
Beneficial Owner and Nature of Common Stock
Beneficial Ownership
<S> <C> <C>
Capital Guardian Trust Company 1,911,700 (1) 11.28%
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384
Capital Research and Management 1,347,000 (2) 7.95%
Company
Smallcap World Fund, Inc.
333 South Hope Street
Los Angeles, CA 90071
Leon G. Cooperman 1,182,400 (3) 6.98%
c/o Omega Advisors, Inc.
88 Pine Street
Wall Street Plaza - 31st Floor
New York, NY 10005
C. Michael Daley 1,345,681 (4) 7.50%
James A. Daley 32,000 (5) *
Lee T. Sprague 253,134 (6) *
Harold W. Shad, III 113,742 (7) *
Robert J. Murray 62,500 (8) *
Larry C. Renfro 32,000 (9) *
Joseph F. Abely 379,200 (10) 2.19%
Kevin M. Mullins 54,375 (11) *
William R. Duvall 257,000 (12) 1.49%
Peter J. Conner 334,000 (13) 1.93%
Harvey Rosenthal 9,500 (14) *
All executive officers and directors as 2,873,132 (15) 15.06%
a group (11 persons)
- -----------------
<FN>
* Less than one percent (1%) of the outstanding Common Stock.
</FN>
</TABLE>
<PAGE>
(1) According to a report filed with the SEC on Amendment No. 2 to Schedule
13G, dated February 8, 1999, Capital Guardian Trust Company exercised
sole investment power with respect to 1,911,700 shares and sole voting
power with respect to 1,548,700 shares. Capital Guardian Trust Company
disclaims beneficial ownership as to 1,911,700 shares.
(2) According to a report filed with the SEC on Amendment No. 1 to Schedule
13G, dated February 8, 1999, jointly by Capital Research and Management
Company and Smallcap World Fund, Inc., Capital Research and Management
Company exercised sole investment power with respect to 1,347,000
shares, and Smallcap World Fund, Inc. exercised sole voting power with
respect to 1,347,000 shares. Capital Research and Management Company
disclaims beneficial ownership as to 1,347,000 shares.
(3) According to a report filed with the SEC on Amendment No. 2 to Schedule
13G, dated January 28, 1999, Leon G. Cooperman is the managing member
of Omega Associates, L.L.C. (which is the sole general partner of Omega
Capital Partners, L.P., Omega Institutional Partners, L.P., and Omega
Capital Investors, L.P.), the President and majority stockholder of
Omega Advisors, Inc., investment manager to Omega Overseas Partners,
Ltd. and investment advisor to a limited number of institutional
clients. Mr. Cooperman exercises sole voting and sole investment power
with respect to 952,200 shares and shared voting and investment power
with respect to 230,200 shares.
(4) Includes (i) 23,809 shares held jointly with spouse, (ii) 5,167 shares
held by spouse as to which beneficial ownership is disclaimed, (iii)
5,800 shares held as custodian under the Massachusetts Uniform Transfer
to Minors Act as to which beneficial ownership is disclaimed and (iv)
992,000 shares issuable upon exercise of certain options which options
are currently exercisable or become exercisable within 60 days of May
24, 1999 ("Currently Exercisable Options").
(5) Includes 32,000 shares issuable upon exercise of Currently Exercisable
Options.
(6) Includes 5,000 shares held by spouse as to which beneficial ownership
is disclaimed and 32,000 shares issuable upon exercise of Currently
Exercisable Options.
(7) Includes (i) 12,565 shares held by spouse as to which beneficial
ownership is disclaimed, (ii) 8,612 shares held by controlled
corporations, (iii) 9,000 shares held by a retirement account, and (iv)
32,000 shares issuable upon exercise of Currently Exercisable Options.
(8) Includes 30,500 shares held jointly with spouse and 32,000 shares
issuable upon exercise of Currently Exercisable Options.
(9) Included 32,000 shares issuable upon exercise of Currently Exercisable
Options.
(10) Includes (i) 200 shares held by spouse as to which beneficial ownership
is disclaimed, (ii) 1,000 shares held jointly with spouse, and (iii)
334,000 shares issuable upon exercise of Currently Exercisable Options.
(11) Includes 54,375 shares subject to Currently Exercisable Options.
(12) Includes 257,000 shares issuable upon exercise of Currently Exercisable
Options.
(13) Includes 334,000 shares issuable upon exercise of Currently Exercisable
Options.
(14) Includes 7,500 shares issuable upon exercise of Currently Exercisable
Options.
(15) Includes 2,138,875 shares issuable upon exercise of Currently
Exercisable Options. See footnotes (4) through (14).
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
directors, executive officers and persons who own more than 10% of the
outstanding Common Stock of the Company to file with the Securities and Exchange
Commission ("SEC") and NASDAQ reports of ownership and changes in ownership of
voting securities of the Company and to furnish copies of such reports to the
Company. Based solely on review of the copies of such reports furnished to the
Company and written representations from certain persons that no reports were
required for those persons, the Company believes that all Section 16(a) filing
requirements were satisfied in a timely fashion during the fiscal year ended
February 28, 1999.
PROPOSAL NO. 1-ELECTION OF DIRECTORS
One of the purposes of the Meeting is to fix the number of directors of
the Company at seven (7) and to elect seven (7) directors to serve until the
next annual meeting of stockholders and until their successors shall have been
duly elected and qualified. It is intended that the proxies solicited by the
Board of Directors will be voted in favor of the seven (7) nominees named below
unless otherwise specified on the proxy form. All of the nominees are currently
members of the Board. There are no family relationships between any nominees,
directors or executive officers of the Company except that Mr. James A. Daley
and Mr. C. Michael Daley are brothers.
The Board knows of no reason why any of the nominees will be
unavailable or unable to serve as a director, but in such event, proxies
solicited hereby will be voted for the election of another person or persons to
be designated by the Board of Directors.
The following information is furnished with respect to the persons
nominated for election as directors:
<TABLE>
<CAPTION>
Present Principal Employer
Name Age And Prior Business Experience
---- --- -----------------------------
<S> <C> <C>
C. Michael Daley 62 Mr. C. Michael Daley has served as Chairman of the Board, Chief Executive
Officer and Treasurer of the Company since July 1986. Mr. Daley was also
President of the Company from July 1986 to January 11, 1996. Mr. Daley has
been a director of the Company since 1981. Prior to July 1986, he was
President and a principal of Daley Care Management Company, a company
engaged in the health care business.
James A. Daley 58 Mr. James A. Daley has served as a director of the Company since 1985. Mr.
Daley is President and a principal of Daley Hotel Group, Inc., and several
affiliated entities, all of Boston, Massachusetts, which are in the hotel
and restaurant business.
Harold W. Shad, III 52 Mr. Shad has served as a director of the Company since July 1988. From 1984
to April 1997 Mr. Shad was the owner, President and Chief Executive Officer
of Mike Shad Ford, Inc. and Mike Shad Chrysler, Plymouth Jeep, Eagle, Inc.
of Jacksonville, Florida. Since April 1997, Mr. Shad has continued to serve
as President of Mike Shad Ford, Inc. and Mike Shad Chrysler, Plymouth, Jeep,
Eagle, Inc. of Jacksonville, Florida. Mr. Shad is a former director of the
National Automobile Dealers Association, representing Florida. Mr. Shad is
also a past Chairman of the Ford Motor Company's National Dealer Counsel.
<PAGE>
Lee T. Sprague 59 Mrs. Sprague has served as a director of the Company since 1981. Mrs.
Sprague has been a private investor for more than the past eight years. Mrs.
Sprague also serves on the boards of various private, educational and
charitable institutions.
Robert J. Murray 57 Mr. Murray has served as a director of the Company since 1992. Mr. Murray
has been Chairman of the Board, President and Chief Executive Officer of New
England Business Service, Inc. since December 13, 1995. From January 1991
to December 1995, Mr. Murray was Executive Vice President, North Atlantic
Group, of The Gillette Company. Prior to January 1991, Mr. Murray served as
Chairman of the Board of Management of Braun AG, a Gillette subsidiary
headquartered in Germany. He has also held a variety of other management
positions in Gillette since 1961. Mr. Murray also serves on the Board of
Directors of Fleet National Bank, Allmerica Financial Corporation and
Hannaford Bros. Co.
Larry C. Renfro 45 Mr. Renfro has served as a director of the Company since 1993. Mr. Renfro
is currently the Chief Executive Officer of LCR Financial Group, Inc. From
1990 to 1997, Mr. Renfro held the office of Vice President, Financial
Services and served as a member of the Operating Committee of Allmerica
Financial. From 1989 to 1990, he was Executive Vice President of State
Street Bank and Trust Company. From 1988 to 1989, he was Chairman of Boston
Financial Data Services, Inc., a subsidiary of State Street Bank and Trust
Company.
Harvey Rosenthal 56 Mr. Rosenthal has served as a director of the Company since 1997. Now
retired, Mr. Rosenthal held the offices of President and Chief Operating
Officer and was a member of the Board of Directors of Melville Corporation
(now known as CVS Corporation) from 1994 to 1996. From 1984 to 1994, Mr.
Rosenthal was the President and Chief Executive Officer of the CVS Division
of Melville Corporation. Mr. Rosenthal also serves on the Board of
Directors of Cosmetic Centers, Inc. and on the Board of Trustees of EQ
Advisors Trust.
</TABLE>
The Board of Directors recommends a vote FOR fixing the numbers of
directors of the Company at seven (7) and FOR the election of each of the
nominees named above.
<PAGE>
BOARD OF DIRECTORS
Meetings of the Board of Directors and Committees
The Board of Directors met four times during the fiscal year ended
February 28, 1999 and acted once by written consent. The Board of Directors has
standing Audit and Compensation Committees. The Board does not have a nominating
committee. All of the directors attended 75% or more of the aggregate number of
meetings of the Board of Directors and the committees on which they served
during the fiscal year ended February 28, 1999.
The Compensation Committee, which currently consists of Mrs. Sprague
and Messrs. Murray and Renfro, reviews the Company's compensation philosophy and
programs and exercises authority with respect to the payment of compensation to
directors and officers and the administration of the stock incentive plans of
the Company. The Compensation Committee met three times during the fiscal year
ended February 28, 1999.
The Audit Committee, which consists of Messrs. James Daley, Shad and
Rosenthal, recommends the selection of and confers with the Company's
independent accountants regarding the scope and adequacy of annual audits;
reviews reports from the independent accountants; and meets with such
independent accountants and with the Company's financial personnel to review the
adequacy of the Company's accounting principles, financial controls and
policies. The Audit Committee met [once] during the fiscal year ended February
28, 1999.
Compensation of Directors
Each director of the Company, in addition to stock options granted as
described below, is entitled to an annual stipend at the rate of $12,000 (based
on a minimum of four directors meetings a year and for directors elected between
annual meeting dates, prorated based upon the term of service), an attendance
fee for each Board meeting of $1,000 and reimbursement of travel and hotel
expenses (for out-of-state directors only). In addition, the Chairman of the
Audit Committee and the Chairman of the Compensation Committee are entitled to
an additional $1,000 stipend per year.
Non-employee directors (currently six persons) are eligible to receive
Non-Employee Director Options under the Company's Restated and Amended Stock
Incentive Plan (the "Stock Incentive Plan"). The provisions for Non-Employee
Director Options under the Stock Incentive Plan are designed to be a "formula
plan" under applicable rules promulgated by the SEC and are administered by the
Board of Directors. Pursuant to the Stock Incentive Plan, on the third business
day following the annual meeting of stockholders on July 20, 1994, an option to
purchase 10,000 shares of Common Stock was granted to each non-employee director
re-elected at such meeting at an exercise price of $7.375 per share, the fair
market value on the date of grant. Thereafter, on the third business day
following an annual meeting of stockholders, each eligible non-employee director
elected or re-elected at such meeting receives an option grant to purchase 5,000
shares of Common Stock at an exercise price equal to the fair market value of
the Company's Common Stock on that date. Pursuant to the Stock Incentive Plan,
an option to purchase 5,000 shares of Common Stock was granted to each
non-employee director re-elected at the annual meeting of stockholders on July
19, 1995, July 17, 1996, July 16, 1997, and July 15, 1998 at an exercise price
of $12.375 per share, $9.625 per share, $15.00 per share and $12.50 per share
respectively, the fair market value on the date of each grant. Any non-employee
director elected other than at an annual meeting of stockholders will be granted
a Non-Employee Director Option to purchase 1,250 shares of Common Stock for each
partial or complete
<PAGE>
fiscal quarter remaining until the next annual meeting of stockholders. There
are 210,000 shares of Common Stock authorized for awards as Non-Employee
Director Options and to date the Company has issued Non-Employee Director
Options to purchase 160,000 shares of Common Stock.
Non-Employee Director Options are nonqualified stock options under the
Stock Incentive Plan. The exercise price of shares subject to Non-Employee
Director Options shall be equal to the fair market value of Common Stock on the
date of grant. Non-Employee Director Options have a term of ten years and become
exercisable in two annual installments beginning at the next annual meeting of
stockholders after the date of grant, subject to becoming fully exercisable if a
"Change in Control," as described in the Stock Incentive Plan, occurs or as
otherwise provided in the terms of the option.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table and notes present the compensation paid by the
Company to its Chief Executive Officer and the Company's four most highly
compensated executive officers other than the Chief Executive Officer for each
of the last three fiscal years.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------- -------------
Name and Securities All Other
Principal Fiscal Underlying Compensation
Position Year (1) Salary ($) Bonus ($) Options (#)(2) ($)(3)
------------ -------- ------------ ----------- -------------- ------------
<S> <C> <C> <C> <C> <C>
C. Michael Daley (Chairman, 1999 $372,404 $175,000 125,000 $10,000
Chief Executive Officer and 1998 347,499 175,000 125,000 3,799
Treasurer) 1997 322,596 162,500 125,000 3,600
Joseph F. Abely (President 1999 $199,184 $90,000 43,000 $10,000
and Chief Operating Officer) 1998 186,153 92,500 35,000 3,799
1997 176,316 90,000 30,000 3,600
William R. Duvall (Senior 1999 $141,211 $63,000 30,000 $10,000
Vice President, Operations 1998 133,115 65,000 30,000 3,503
and Technical Development) 1997 125,277 62,000 30,000 3,600
Peter J. Conner (Vice 1999 $104,463 $42,500 30,000 $8,882
President, Government 1998 99,226 42,500 30,000 3,287
Relations) 1997 95,146 40,000 30,000 3,042
Kevin M. Mullins (Vice 1999 $126,492 $54,000 30,000 $2,650
President, Sales and 1998 119,077 50,500 30,000 1,040
Marketing) 1997 118,808 40,000 2,500 0
<FN>
- -----------------
(1) The Company's fiscal year ends on the last day of February.
(2) Options represent the right to purchase shares of Common Stock at a
fixed price per share (fair market value) in accordance with vesting
schedules applicable to each option. Certain options become immediately
and fully exercisable upon a "Change in Control." A "Change in Control"
occurs if the Company (i) ceases operations; (ii) merges or
consolidates with another entity and is not the surviving entity; (iii)
sells or otherwise transfers substantially all of its operating assets;
or (iv) if more than fifty percent (50%) of the capital stock of the
Company is transferred in a single transaction or in a series of
related transactions other than a public offering of stock of the
Company.
(3) Represents the Company's match of the employee's contribution to the
401(k) plan.
</FN>
</TABLE>
<PAGE>
Option Grants in Last Fiscal Year
The following table shows all options granted to each of the named
executive officers of the Company during the fiscal year ended February 28, 1999
and the potential value at stock price appreciation rates of 5% and 10% over the
ten-year term of the options. The 5% and 10% rates of appreciation are used for
illustration only and are not intended to forecast possible future actual
appreciation, if any, in the Company's stock prices. The Company did not use an
alternative present value formula permitted by the SEC because the Company is
not aware of any such formula that can determine with reasonable accuracy the
present value based on future unknown or volatile factors.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term (3)
---------------------------------------------------- ------------------------
Number of Percent of
Securities Total
Underlying Options Exercise or
Options Granted to Base Price per
Granted Employees in share Expiration
(#) (1) Fiscal Year ($/Sh) (2) Date 5%($) 10%($)
------- ----------- ---------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
C. Michael Daley 125,000 28.88 % $13.00 3/19/08 $1,021,954 $2,589,832
Joseph F. Abely 40,000 9.24% 13.00 3/19/08 350,252 828,746
William R. Duvall 30,000 6.93% 13.00 3/19/08 262,689 621,560
Peter J. Conner 30,000 6.93% 13.00 3/19/08 262,689 621,560
Kevin W. Mullins 30,000 6.93% 13.00 3/19/08 262,689 621,560
<FN>
- --------------
(1) These Senior Management Options become exercisable in four equal
installments commencing on February 28, 1999, February 29, 2000,
February 28, 2001 and February 28, 2002. These options are subject to
earlier vesting upon a "Change in Control" (see Summary Compensation
Table Note (2)). Options may be exercised by the employee only during
the term of employment and are not assignable other than by will, by
the laws of descent and distribution or pursuant to a qualified
domestic relations order. Upon the death of the optionee, the estate or
other beneficiary may exercise the options for a period of up to twelve
months, but prior to expiration.
(2) The exercise price per share is the market price of the underlying
Common Stock on the date of grant.
(3) The values shown are based on the indicated assumed annual rates of
appreciation, compounded annually. Actual gains realized, if any, on
stock option exercises and Common Stock holdings are dependent on the
future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the values shown in this
table will be achieved.
</FN>
</TABLE>
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
The following table sets forth information with respect to the named
executive officers concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the fiscal year.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Options at
FY-End (#) FY-END ($)(2)
Shares Acquired Value Realized ----------------------------- ----------------------------
Name on Exercise (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. Michael Daley 100,000 $895,312.50 992,000 187,500 3,746,448 0
Joseph F. Abely 10,000 60,937.50 334,000 55,000 1,375,813 0
William R. Duvall 4,000 44,000.00 257,000 45,000 833,413 0
Peter J. Conner 0 0 334,000 45,000 1,372,413 0
Kevin M. Mullins 0 0 54,375 37,500 0 0
<FN>
- -----------------
(1) Value realized equals fair market value on the date of exercise, less
the exercise price, times the number of shares acquired without
deducting taxes or commissions paid by employee.
(2) Value of unexercised options equals fair market value of the shares
underlying in-the-money options at February 26, 1999 ($9.00 per share),
which was the last trading day of the Company's fiscal year, less
exercise price, times the number of options outstanding.
</FN>
</TABLE>
<PAGE>
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this proxy statement, in whole or in part, the following
report and the stock performance graph contained elsewhere herein shall not be
incorporated by reference into any such filings nor shall they be deemed to be
soliciting material or deemed filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, or under the Securities Exchange
Act of 1934, as amended.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Committee")
consists of Lee T. Sprague, Robert J. Murray and Larry C. Renfro, three
non-employee directors. The Committee is responsible for reviewing the Company's
compensation philosophy and programs and exercises oversight with respect to the
payment of annual salary, bonuses, and stock-based incentives (currently stock
options) to directors and officers and also exercises authority with respect to
the administration of the stock incentive plans of the Company.
Compensation Philosophy and Practice
The Committee believes that leadership and motivation of the Company's
employees is critical to the continued success of the Company. In support of
this philosophy, the Committee structures its compensation programs to achieve
the following objectives:
-offer compensation opportunities that attract and retain exceptionally
talented individuals; motivate individuals to perform at their highest
levels; reward achievements that further the business strategy of the
Company.
-link a significant portion of an executive's total compensation to the
annual and long term financial performance of the Company as well as to
the creation of stockholder value.
-encourage executives to manage from the perspective of persons with
ownership interests in the Company.
Each year the Committee conducts a full review of the Company's
executive compensation program. In fiscal 1997, the Company retained an
independent consultant to review the current executive compensation practices of
the Company, to assess the competitive level of the executive compensation and
to recommend objective performance measures to use in awarding bonus
compensation. The Committee expects to periodically retain independent
consultants in the future to further assist with developing, maintaining and
structuring the Company's executive compensation programs.
Based upon the findings of the independent consultant and its own
deliberations, the Committee believes that the Company's executive compensation
practices provide an overall level of compensation that is competitive with the
level of compensation of companies of similar size, complexity, revenues and
growth potential, and that its executive compensation practices also recognize
the caliber, level of experience and performance of the Company's management.
The Committee recently reviewed the performance standards by which it
determines annual bonus awards. These performance standards are based on a
combination of Company results and individual achievements, except for C.
Michael Daley whose award is determined completely by
<PAGE>
reference to corporate results. In reviewing the performance of executive
officers whose compensation is detailed in this proxy statement (other than Mr.
Daley), the Committee also takes into account the views of Mr. Daley, the
Company's Chief Executive Officer. The Committee determines and recommends to
the Board the compensation of the Chief Executive Officer without his
participation.
Executive Officer Compensation Program
Base Salary. Base salary compensation is generally set within the
ranges of salaries of executive officers with comparable qualifications,
experience and responsibilities at other companies of similar size, complexity,
revenues and growth potential taking into account the caliber and level of
experience of management. In addition, consideration is given to other factors,
including an officer's contribution to the Company as a whole. Over the past
three years, increases in base salary (other than for Mr. Daley) have generally
been modest.
Annual Bonus Compensation. The Company's executive officers are
eligible for an annual cash bonus. Early in the fiscal year, the Committee
establishes individual and Company performance standards. Executive officers are
assigned target bonus levels. In fiscal 1999, the corporate performance
standards were based on growth in revenues, growth in pre-tax earnings and
market penetration. The Committee also considered individual achievements in
areas such as departmental performance and leadership of special projects. Over
the past five fiscal years, the Committee has awarded cash bonuses to its
executive officers.
The awards for each year are generally declared and paid during the
first quarter of the following fiscal year and are paid during that fiscal year.
The Committee recommended, and the Board approved, allocating $249,150 for bonus
compensation to the executive management group (other than to Mr. Daley) for
fiscal 1999, which has been allocated and was paid in the first quarter of
fiscal 2000. The Committee has allocated more for bonuses in fiscal 1999 than in
fiscal 1998 because the Company has had an excellent year in which, among other
things, it had record sales growth and operating profits, expanded the use of
the Company's technology into new jurisdictions, and reduced the manufactured
and installed cost of the Company's products.
Management Stock Ownership. Under the Stock Incentive Plan, stock
options may be granted to the executive officers, officers and other key
employees of the Company. The Committee believes that it is important for the
Company's executive officers to hold significant levels of stock ownership in
order to align the interests and objectives of the executive officers with those
of the Company's other stockholders. Furthermore, the Committee believes stock
option grants pursuant to the Stock Incentive Plan provide incentives for
improving the long-term performance of the Company and help retain superior
talent in the Company's senior management. The Committee awards stock options
and determines the size of stock option awards based on similar factors as are
used to determine the base salaries and annual bonus amounts, including
comparative compensation data.
On May 12, 1999, the Committee granted 90,000 Senior Management Options
to purchase Common Stock at $7.875 per share, as follows: Joseph F. Abely,
30,000, William R. Duvall, Peter J. Conner and Kevin M. Mullins, 20,000 each.
The Committee considers these option grants reflective of the excellent
performance of senior management during fiscal 1999 as measured by the corporate
and individual performance standards and consistent with the intent and purposes
of the Company's compensation philosophy. The Chief Executive Officer was also
granted Senior Management Options, as discussed below.
<PAGE>
Chief Executive Officer Compensation
In determining the compensation of the Company's Chairman and Chief
Executive Officer, C. Michael Daley, the Committee considered the demonstrated
leadership he brings to the Company and the excellent performance of the Company
during the past fiscal year as measured against the Company performance
standards established by the Committee. In light of these factors, Mr. Daley's
salary was also increased to $395,000, effective April 1, 1998. Based on the
Company's achievements in fiscal 1999 as measured by its growth in revenues,
growth in net earnings and market penetration, the Board approved, based on the
Committee's recommendation, a bonus of $175,000 to be paid in the first quarter
of fiscal 2000 and the Committee granted Mr. Daley a Senior Management Option to
purchase 100,000 shares of the Company's Common Stock on the same terms as the
grants of Senior Management Options to other executive officers.
The Compensation Committee
Lee T. Sprague
Robert J. Murray
Larry C. Renfro
<PAGE>
Stock Performance Graph
The following line graph compares the yearly percentage change in the
cumulative stockholder return on the Company's Common Stock to the NASDAQ Market
Index and a company-selected peer group index, consisting of Audiovox Corp.,
over a five-year period beginning February 28, 1994 and ending February 28,
1999. The peer group index was formed on a weighted average basis based on
market capitalizations. Cumulative total return is measured assuming an initial
investment of $100 and reinvestment of dividends.
<TABLE>
<CAPTION>
[GRAPH APPEARS HERE]
ASSUMES $100 INVESTED ON MAR. 1, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING FEB. 28, 1999
Fiscal Year Ending
--------------------------------------------------------------------------
Company/Index/Market 2/28/1994 2/28/1995 2/29/1996 2/28/1997 2/27/1998 2/26/1999
--------------------
<S> <C> <C> <C> <C> <C> <C>
Lo-Jack Corp 100.00 100.00 142.37 138.98 165.25 122.03
Customer Selected Stock List 100.00 46.34 34.15 43.50 45.13 43.50
NASDAQ Market Index 100.00 98.47 131.83 158.24 215.21 278.09
</TABLE>
<PAGE>
DESCRIPTION OF AMENDED AND RESTATED STOCK INCENTIVE PLAN
General. The Company's original Stock Incentive Plan was adopted by the
Board of Directors in May 1989 and approved by the Company's stockholders in
July 1989 and initially provided for 350,000 shares of Common Stock to be
available for issuance upon exercise of options. In January 1992, the Board of
Directors voted to amend, subject to stockholder approval, and, in July 1992,
the stockholders approved amendments to, the original Stock Incentive Plan to
provide for a new category of stock options designated as "Senior Management
Options" and to increase the total number of shares issuable upon the exercise
of options pursuant to the original Stock Incentive Plan by 2,414,135, which
shares are available for issuance upon exercise of Senior Management Options. In
March 1994, the Board of Directors voted to amend, subject to stockholder
approval, and, in July 1994, the Stockholders approved the amendments to the
original Stock Option Plan to increase the number of shares issuable upon the
exercise of options granted to employees who are not eligible to receive Senior
Management Options by 150,000, to permit the grant of stock options to
consultants, to give the Board of Directors flexibility in the event of a
merger, consolidation or liquidation of the Company or sale of all or
substantially all of the Company's assets ("Section 6(g) Event") with respect to
the exercisability of options then outstanding, and to provide for the grant of
options to purchase up to 210,000 shares of Common Stock to non-employee
directors under "formula plan" provisions ("Non-Employee Director Options"). In
May 1995, the Board of Directors voted to amend, subject to stockholder
approval, and, in July 1995, the stockholders approved amendments to the
Restated and Amended Stock Incentive Plan to increase the number of shares of
Common Stock issuable upon the exercise of options granted to employees who are
eligible to receive Senior Management Options by 1,000,000 and to permit the
Compensation Committee to issue Senior Management Options as incentive stock
options, nonqualified stock options, or a combination thereof. In May 1997, the
Board of Directors voted to amend, subject to stockholder approval, and, in July
1997, the stockholders approved an amendment to the Restated and Amended Stock
Incentive Plan to increase the number of shares of Common Stock issuable upon
the exercise of options granted to employees who are not eligible to receive
Senior Management Options by 150,000.
Recent Amendment. On May 12, 1999, the Compensation Committee
recommended and the Board of Directors of the Company approved the following
amendments to the Restated and Amended Stock Incentive Plan (the "Amended
Plan"): an increase of (i) 100,000 in the number of shares of Common Stock
authorized for issuance under the Amended Plan to directors of the Company
eligible to receive Non-Employee Director Options, and (ii) 1,000,000 in the
number of shares of Common Stock authorized for issuance under the Amended Plan
to employees who are eligible to receive Senior Management Options, Incentive
Stock Options and other stock incentives. These increases are subject to
stockholder approval. A complete copy of the Amended Plan may be obtained from
the Company, upon written request, without charge.
The Board of Directors believes that the use of long-term stock
incentives is the most effective tool to motivate and retain key management,
other employees, non-employee directors and consultants of the Company and to
provide such persons with an additional incentive to promote the long-term
interests and financial success of the Company. The purpose of the Amended Plan
is to benefit the Company through the retention and motivation of its employees
by offering such individuals an opportunity to become owners of the Common Stock
of the Company with an additional incentive to advance the best interests of the
Company by increasing their proprietary interest in the success of the Company.
<PAGE>
Stock Option Features. Options may take the form of incentive stock
options ("ISO's") qualified under Section 422 of the internal Revenue Code of
1986, as amended (the "Code") or non-qualified stock options (NQSO's"),
including Senior Management Options and Non-Employee Director Options. Only
non-employee directors of the Company are eligible to receive Non-Employee
Director Options under the Amended Plan. In the event an option expires or is
terminated or cancelled, the shares of Common Stock allocable to the unexercised
portion of such option may again be subject to an option under the Amended Plan.
There are approximately 480 employees potentially eligible to receive
options relating to the additional 1,000,000 shares authorized under the Amended
Plan, and 6 directors potentially eligible to receive options relating to the
additional 100,000 shares authorized under the Amended Plan. As of February 28,
1999, NQSO's, including Senior Management Options and Non-Employee Director
Options, to purchase 2,857,500 shares of Common Stock were outstanding and
83,760 shares of Common Stock were available for future grant. The terms and
conditions applicable to each option granted under the Amended Plan (other than
to Non-Employee Director Options) will be subject to the Amended Plan and
determined by the Committee at the time of grant of each option, and may vary
with each option granted. Each option (other than to Non-Employee Director
Option) is exercisable over a period, determined by the Compensation Committee
of the Board in its discretion, of up to ten years from the date of grant. No
stock option can be exercised earlier than one year from the date of grant.
The price of a share of Common Stock purchasable upon exercise of
options granted under the Amended plan may not be less than the fair market
value of a share of Common Stock on the date such option is granted. The shares
purchased upon the exercise of an option are to be paid in cash or, with prior
consent of the Committee, through the delivery of other shares of the Company's
Common stock with a value equal to the total exercise price, or with money
loaned by the Company to the optionee in compliance with applicable law and on
terms and conditions to be determined by the Company, or with a combination of
the foregoing.
An option is not transferable except by will or the laws of descent and
distribution or in the case of NQSO's pursuant to a qualified domestic relations
order. If the employment or service of an optionee terminates for any reason of
death, disability or retirement), the optionee may, within the three-month
period following such termination, exercise his options to the extent he was
entitled to exercise such options at the date of termination. If an optionee
dies while employed or terminates employment by reason of disability or
retirement, the options may be exercised within one year after the optionee's
death by the person or persons to whom the optionee's rights pass or within one
year after the optionee's death by the person or persons to whom the optionee's
rights pass or within one year after the optionee's disability or retirement by
the optionee. In no other case may the options be exercised later than the
expiration date specified in the option grant.
The Amended Plan permits an optionee, with the consent of the
Committee, to pay any income tax incurred by the optionee upon exercise of an
option with shares of Company's Common Stock otherwise issuable to the optionee.
The number of shares issued to the optionee is thereby reduced, and the Company
pays the taxes of the optionee with cash.
Change of Control. Senior Management Options, Non-Employee Director
Options and such other options as may be designated by the Committee from time
to time become immediately and fully exercisable upon a "change of control." A
"change of control" occurs if the Company (i) ceases
<PAGE>
operations; (ii) merges or consolidates with another entity and is not the
surviving entity; (iii) sells or otherwise transfers substantially all of its
operating assets; or (iv) if more than fifty percent (50%) of the capital stock
of the Company is transferred in a single transaction or in a series of related
transactions other than a public offering of stock of the Company.
Administration of the Amended Plan. The Amended Plan and the granting
of options (other than Non-Employee Direction Options) thereunder will be
administered by the Committee. The Committee has the power to determine which
persons (other than non-employee directors) will receive options under the
Amended Plan. No ISO's will be granted under the Amended Plan subsequent to May
10, 2009, ten years after approval by the Board of Directors of the proposed
increases in the number of shares eligible for grant. Non-Employee Director
Options will be administered by the Board of Directors.
Non-Employee Director Options. All non-employee directors (currently
six persons) are eligible to receive Non-Employee Director Options under the
Amended Plan. The provisions for Non-Employee Director Options under the Amended
plan are designed to be a "formula plan" under applicable rules promulgated by
the Securities and Exchange Commission ("SEC") and will be administered by the
Board of Directors. On the third day following an annual meeting of
stockholders, each eligible non-employee director shall receive an annual option
grant to purchase 10,000 shares of Common Stock. Any non-employee director
elected other than at an annual meeting of stockholders will be granted
Non-Employee Director Options to purchase 2,000 shares of Common stock for each
partial or complete fiscal quarter remaining until the next annual meeting of
stockholders.
Non-Employee Director options will be NQSO's under the Amended Plan.
Except as otherwise provided in the Amended Plan, the Non-Employee Director
Options have substantially the same features as NQSO's and will be issued under
and subject to the provisions of the Amended plan, as more fully describe
herein. The exercise price of shares subject to Non-Employee Director Options
shall be equal to the fair market value of Common Stock on the date of grant.
Non-Employee Director Options will be granted for a term of ten years and become
exercisable in two annual installments beginning at the next annual meeting of
stockholders after the date of grant, subject to becoming fully exercisable if a
"change of control," described above, occurs or as otherwise provided in the
terms of the option.
Section 6(g) Event. In the event of a consolidation or merger or sale
of all or substantially all of the assets of the Company in which outstanding
shares of Common Stock are exchanged for securities, cash or other property of
any other corporation or business entity or in the event of a liquidation of the
Company, the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company may, in its discretion, take
any one or more of the following actions, as to outstanding options: (i) provide
that such options shall be assumed, or equivalent options shall be substituted,
by the acquiring or succeeding corporation (or an affiliate thereof); (ii) upon
written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such transaction unless
exercised by the optionee within a specified period following the date of such
notice; (iii) in the event of a merger under the terms of which holders of the
Common Stock of the Company will receive upon consummation thereof a cash
payment for each share surrendered in the merger (the "Merger Price"), make or
provide for a cash payment to the optionees equal to the difference between (A)
the Merger Price
<PAGE>
times the number of shares of Common Stock subject to such outstanding options
(to the extent then exercisable at prices not in excess of the Merger Price) and
(B) the aggregate exercise price of all such outstanding options in exchange for
the termination of such options; and (iv) provide that all or any outstanding
options shall become exercisable in full immediately prior to such event;
provided that any action taken by the Board of Directors in connection with a
Section 6(g) Event shall be in compliance with the applicable rules promulgated
by the SEC applicable to stock option plans intended to be qualified for
exemption from liability under Section 16 (b) of the Securities Exchange Act of
1934.
Amendments. The Board may at any time amend or terminate the Amended
Plan and change its terms and conditions, except that, without stockholder
approval, no such amendment may: (a) increase the maximum number of shares as to
which awards may be granted under the Amended Plan (except for adjustments to
reflect stock dividends or other recapitalizations affecting the number or kind
of outstanding shares); (b) materially increase the benefits accruing to Amended
Plan participants; (c) materially change the requirements as to eligibility for
participation in the Amended Plan; or (d) remove the administration of the
Amended Plan from the Committee provided under the Plan or render any member of
the Committee eligible to receive an award (other than Non-Employee Director
Options) under the Amended Plan. In 1992, the Board of Directors voted to amend
the Amended Plan to eliminate therefrom the provisions relating to the granting
of stock appreciation rights and the limited stock appreciation rights and to
provide for the grant of Senior Management Options. No stock appreciation or
limited stock appreciation rights were ever offered pursuant to the Amended
Plan.
Accounting Effects. Under current accounting rules, neither the grant
nor exercise of options under the Amended Plan is expected to result in any
charge to the earnings of the Company. Options with variable exercise prices or
at an exercise price less the fair market value on the date of grant may result
in charges to earnings under certain circumstances.
Certain Federal Income Tax Consequences. The following is a brief
summary of certain Federal income tax consequences of option grants and
exercises under the Amended Plan based upon the Federal income tax laws in
effect on the date hereof. This summary is not intended to be exhaustive and
does not describe state or local tax consequences.
1. Incentive Stock Options. The grant of incentive stock options to an
employee does not result in any income tax consequences. The exercise of an
incentive stock option does not result in any income tax consequences to the
employee if the incentive stock option is exercised by the employee during his
employment with the Company, or within a specified period after termination of
employment due to death or retirement for age or disability under then
established rules of the Company. However, the excess of the fair market value
of the shares of stock as of the date of exercise over the option prices is a
tax preference item for purposes of determining an employee's alternative
minimum tax. An employee who sells shares acquired pursuant to the exercise of
an incentive stock option after the expiration of (i) two years from the date of
grant of the incentive stock option, and (ii) one year after the transfer of the
shares to him (the "Waiting Period") will generally recognize long term capital
gain or loss on the sale.
An employee who disposes of his incentive stock option shares prior to
the expiration of the Waiting Period (an "Early Disposition") generally will
recognize ordinary income in the year of sale in an amount equal to the excess,
if any, of (a) the lesser of (i) the fair market value of the shares as of
<PAGE>
the date of exercise or (ii) the amount realized on the sale, over (b) the
option price. Any additional amount realized on an Early Disposition should be
treated as capital gain to the employee, short or long term, depending on the
employee's holding period for the shares. If the shares are sold for less than
the option price, the employee will not recognize any ordinary income but will
recognize a capital loss, short or long term, depending on the holding period.
The Company will not be entitled to a deduction as a result of the
grant of an incentive stock option, the exercise of an incentive stock option,
or the sale of incentive stock option shares after the Waiting Period. If an
employee disposes of his incentive stock option shares in an Early Disposition,
the Company will be entitle to deduct the amount or ordinary income recognized
by the employee.
2. Non-Qualified Stock Options. The grant of non-qualified stock
options under the Amended Plan will not result in the recognition of any taxable
income by the participants. A participant will recognize income on the date of
exercise of the non-qualified stock option equal to the difference between (i)
the fair market value on that date of the shares acquired, and (ii) the exercise
price. The tax basis of these shares for purpose of a subsequent sale incudes
the option price paid and the ordinary income reported on exercise of the
option. The income reportable on exercise of the option by an employee is
subject to federal and state income and employment tax withholding.
Generally, the Company will be entitled to a deduction in the amount reportable
as income by the participant on the exercise of a non-qualified stock option.
PROPOSAL NO. 2-RATIFICATION OF ADOPTION OF AN INCREASE IN SHARES
AVAILABLE FOR ISSUANCE UNDER THE AMENDED PLAN
Proposal No. 2 requests that the stockholders ratify adoption by the
Board of Directors of an amendment to the Restated and Amended Stock Incentive
Plan for an increase of (i) 100,000 in the number of shares of Common Stock
authorized for issuance under the Amended Plan to directors of the Company
eligible to receive Non-Employee Director Options, and (ii) 1,000,000 in the
number of shares of Common Stock authorized for issuance under the Amended Plan
to employees who are eligible to receive Senior Management Options, Incentive
Stock Options and other stock incentives.
The value and number of options which will be granted to employees who
are eligible to receive Senior Management Options, and the value and number of
options which will be granted to directors who are eligible to receive
Non-Employee Director Options, as a result of the respective increases in shares
authorized under the Amended Plan, is not determinable. Such option grants are
subject to the discretion of the Committee.
Approval of the provisions of the Amended Plan described in Proposal
No. 2 requires the affirmative vote of the holders of a majority of the shares
of the Company's voting securities, voting as a single class, present or
represented by proxy and entitled to vote at the Meeting.
Proposal No. 2 has been unanimously approved the Board of Directors,
which recommends that a vote "FOR" its adoption.
<PAGE>
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the Company's 2000
annual meeting of stockholders must be received at the executive offices of the
Company not later than forth-five (45) days before mailing of proxies. To be
considered for inclusion in next year's proxy statement under the SEC's proxy
rules, stockholder proposals must be received at the executive offices of the
Company not later than February 10, 2000.
ANNUAL REPORT
The Company's Annual Report to Stockholders, including financial
statements, for the fiscal year ended February 28, 1999 is being furnished to
stockholders of record of the Company concurrently with this proxy statement.
The Annual Report to Stockholders does not, however, constitute a part of the
proxy soliciting material.
Deloitte & Touche, LLP are the Company's independent public accountants
for the current fiscal year.
OTHER MATTERS
As of the date of this proxy statement, management of the Company knows
of no matter not specifically referred to above as to which any action is
expected to be taken at the Meeting. The persons named in the enclosed form of
proxy, or their substitutes, will vote the proxies, insofar as the same are not
limited to the contrary, in regard to such other matters and the transaction of
such other business as may properly be brought before the Meeting, in their best
judgement.
By order of the Board of Directors,
THOMAS A. WOOTERS,
Clerk
<PAGE>
PROXY LOJACK CORPORATION PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS
JULY 21, 1999
The undersigned hereby appoints C. Michael Daley and Joseph F. Abely (or
either of them) as proxies, each with full power of substitution, to vote all
shares of LoJack Corporation owned by the undersigned on May 24, 1999 at the
Annual Meeting of Stockholders of LoJack Corporation, to be held on July 21,
1999 at 10:00 a.m. at the Sheraton Tara Hotel, 37 Forbes Road, Braintree,
Massachusetts, and at any adjournments therof, hereby revoking any proxy
heretofore given, upon the matters and proposals set forth in the Notice of
Annual Meeting of Stockholders and Proxy Statement dated June 10, 1999, copies
of which have been received by the undersigned. The undersigned instructs such
proxies to vote as follows:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED "FOR" ALL THE NOMINEES IN PROPOSAL 1, PROPOSAL 2 AND
IN THE DISCRETION OF THE PROXIES ON PROPOSAL 3 ON THE REVERSE.
SEE REVERSE SIDE
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
LOJACK CORPORATION
JULY 21, 1999
| |
\|/ Please Detach and Mail in the Envelope Provided \|/
- - ------------------------------------------------------------------------------
PLEASE MARK YOUR |
A [X] VOTES AS IN THIS |
EXAMPLE. -------
FOR all WITHHOLD AUTHORITY
nominees to vote for all nominees
1. Election [_] [_] NOMINEES: C. MICHAEL DALEY
of JAMES A. DALEY
Directors HAROLD W. SHAD, III
LEE T. SPRAGUE
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE ROBERT J. MURRAY
FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S LARRY C. RENFRO
NAME IN THE SPACE PROVIDED BELOW. HARVEY ROSENTHAL
- --------------------------------------------------
2. Amendment of the Stock Incentive Plan For Against Abstain
[_] [_] [_]
3. In their discretion upon such other business as may properly come before the
meeting or any adjournment thereof.
PLEASE MARK, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.
SIGNATURE_______________________________________ DATE__________________
SIGNATURE_______________________________________ DATE__________________
Signature if held jointly
Note: Sign exactly as your name(s) appear(s) hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If more than one name is shown, including in the case of joint
tenants, each party should sign.
