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 Section 240.14a-11(c) or Section 240.14a-12
GENERAL KINETICS
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
GENERAL KINETICS INCORPORATED
14130-C Sullyfield Circle
Chantilly, Virginia 22021
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 9, 1997 at 9:00 a.m., Local Time
-----------------
Notice is hereby given that the next Annual Meeting of
Shareholders of General Kinetics Incorporated (the "Company") will be held at
Washington Dulles Airport Marriott, 333 West Service Road, Chantilly, Virginia
22021, on Wednesday, April 9, 1997 at 9:00 a.m., local time, for the following
purposes:
1. To elect two directors, in Class II, for a term expiring in
1999.
2. To consider and take action upon a proposal to ratify the
selection of BDO Seidman, independent certified public accountants, as auditors
for the Company for the fiscal year 1997.
3. To transact such other business as may properly come
before the meeting, or any adjournment or adjournments thereof.
Holders of common stock of the Company are entitled to vote on
each of the matters set forth above.
The stock transfer books of the Company will not be closed.
The Board of Directors has fixed the close of business on March 6, 1997 as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting and any adjournments thereof.
You are cordially invited to be present. Shareholders who do
not expect to attend in person are requested to sign and return the enclosed
form of Proxy in the envelope provided. At any time prior to their being voted,
proxies are revocable by written notice to the Secretary of the Company or by
voting at the meeting in person.
By Order of the Board of Directors
Sandy B. Sewitch, Secretary
March 6, 1997
<PAGE>
GENERAL KINETICS INCORPORATED
14130-C Sullyfield Circle
Chantilly, Virginia 22021
PROXY STATEMENT
-------------
Annual Meeting of Shareholders to be held April 9, 1997
-------------
This statement is furnished in connection with the
solicitation of proxies by the Board of Directors of General Kinetics
Incorporated (the "Company") from holders of the Company's outstanding shares of
common stock ("Common Stock") entitled to vote at the April 9, 1997 Annual
Meeting of Shareholders of the Company (and at any and all adjournments thereof)
for the purposes referred to below and set forth in the accompanying Notice of
Annual Meeting of Shareholders.
A proxy card ("Proxy") for use at the Meeting is enclosed. Any
shareholder who executes and delivers a Proxy retains the right to revoke it at
any time prior to the voting thereof by giving notice to the Secretary of the
Company in writing or by duly executing a Proxy bearing a later date. A Proxy
may also be revoked by attendance at the Meeting and election to vote thereat.
Unless so revoked, the shares represented by such Proxy will be voted, in the
manner specified therein, at the Meeting and any adjournment thereof.
The record date for shareholders entitled to notice of and to
vote at the Meeting was the close of business on March 6, 1997. As of the record
date, the Company had 6,508,925 shares of Common Stock, $.25 par value per share
outstanding. Each holder of Common Stock will be entitled to one vote, in person
or by Proxy, for each share of Common Stock of the Company standing in such
holder's name on the books of the Company as of the record date for the Meeting
on any matter submitted to the vote of the shareholders.
This Proxy Statement and Proxy are being sent to shareholders
of the Company on or about March 10, 1997. This solicitation is made by the
Board of Directors, and the Company will bear the costs of solicitation. It is
contemplated that the Proxies will be solicited through the mail, but directors,
officers and regular employees of the Company may solicit Proxies personally or
by telephone. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses, and other custodians, nominees, and
fiduciaries for their reasonable expenses in forwarding these proxy materials to
their principals. In addition, although it has no current plans to do so, the
Company may pay for and utilize the services of individuals or companies not
regularly employed by the Company in connection with the solicitation of Proxies
if the Board of Directors considers that this is advisable.
<PAGE>
PROPOSAL 1.
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation, the
Board of Directors is divided into three separate classes of directors, Class I,
Class II and Class III, which are required, in all respects, to be as nearly
equal as practicable. At each annual meeting of shareholders, one class of
directors is elected to a term expiring at the third succeeding annual meeting
of shareholders. The April 9, 1997 Annual Meeting results from the deferral of
the 1996 Annual Meeting (which would ordinarily have occurred in the fall of
1996) and accordingly represents the beginning of a new term for the Class II
directors.
Larry M. Heimendinger presently serves as a Class I director
for the Company which term is scheduled to expire at the 1998 Annual Meeting of
Shareholders. Mr. Heimendinger was reelected to the Board of Directors at the
1995 Annual Meeting of shareholders. Robert K. Gardner resigned as a Class III
director during 1996 and at this time there are no Class III directors. In order
to make the three classes nearly equal as practicable, it is the intention of
the Board of Directors to fill the vacant Class III director position after the
April 9, 1997 Annual Meeting with one of the two newly elected Class II
directors. The new Class III director would then resign his position as a Class
II director and, pursuant to the Amended and Restated Bylaws of the Company (the
"Bylaws"), the new Class III director would come up for reelection at the fall
1997 Annual Meeting, which will follow completion of the Company's 1997 fiscal
year.
At the April 9, 1997 Annual Meeting, holders of Common Stock
shall be entitled to elect two (2) directors. Unless otherwise directed, Proxies
received will be voted in favor of the election of Marc E. Cotnoir and Richard
J. McConnell to serve as directors as provided in the Bylaws. If elected, one
director will serve as a Class II director for a term of three years or until
his successor shall be elected and qualified, and the other will be transferred
to Class III by the Board of Directors and come up for reelection at the next
annual meeting.
The Bylaws currently provide that the number of directors of
the Company shall be not fewer than three nor more than eleven and that the
Board of Directors may determine the size of the Board from time to time within
these limits. The Bylaws further provide that the Board of Directors may, by
majority vote, increase the size of the Board within this range between annual
meetings of shareholders; however, the Board may only fill two such vacancies
prior to the subsequent annual meeting of shareholders. The Board of Directors
is now composed of three members. It is presently contemplated that the Board of
Directors will review its current composition during the coming year and that
one or more new directors may be appointed.
Proxies in the enclosed form received from holders of Common
Stock will be voted for the election of Messrs. Cotnoir and McConnell as Class
II nominees as directors of the Company unless shareholders indicate otherwise.
If the nominee is unable to serve for any reason (which event is not
anticipated), the shares represented by the enclosed Proxy may be
2
<PAGE>
voted for such other person or persons as may be determined by the holders of
such Proxy unless shareholders indicate otherwise.
The Board of Directors recommends a vote FOR the election of
Messrs. Cotnoir and McConnell. Proxies solicited by the Board of Directors will
be so voted unless shareholders specify a contrary vote. This resolution may be
adopted by a plurality of the votes entitled to be cast with respect thereto.
The following information includes the names of the nominees of the Board of
Directors for the offices of Class II directors, and Mr. Heimendinger who will
continue service as a Class I director, together with certain additional
information concerning each individual. If the nominees should be unable or
unwilling to serve (which event is not anticipated), the persons authorized by
the Proxy to vote shall, pursuant to the authority granted to them by the Board
of Directors, have the discretion to select and vote for a substituted nominee
(unless shareholders indicate otherwise, as noted above). The Board of Directors
has no reason to believe that the nominees will be unable or unwilling to serve.
DIRECTORS (AND NOMINEES)
<TABLE>
<CAPTION>
Name and Positions Business Experience Director
With the Company Age During The Last Five Years since
- - ------------------- ----- ---------------------------- --------
<S> <C>
Larry M. Heimendinger 51 Mr. Heimendinger has acted as the Chairman of the Board of March,
Chairman of the Board Directors of the Company since he was elected to that 1994
position in March of 1994. In accordance with the Amended
and Restated Bylaws of the Company, Mr. Heimendinger has
been performing the duties of the President and chief
executive officer through his position as Chairman of the
Board and will continue to do so until such time as a
replacement for President and chief executive officer is
elected and qualified. From 1989 through 1992, Mr.
Heimendinger was President and chief operating officer of
Nantucket Corp., a privately held software company which
was purchased in 1992 by Computer Associates International,
a company also involved in software development. After that
acquisition and until sustaining a serious accident in
September, 1992, Mr. Heimendinger was associated with
Computer Associates International, most recently as its
Director of Product Strategy. For several years through
1988, Mr. Heimendinger was the President and CEO of
Origin, Inc., a company that produced and marketed personal
computer software for the banking industry. Mr. Heimendinger
is the author of Advanced d Base IV and Advanced Clipper,
books
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
published by Brady Books, and is a computer industry
conference and seminar speaker worldwide. Mr. Heimendinger
is a member of Class I of the Board of Directors.
Robert K. Gardner 48 Mr. Gardner resigned as a member of the Board of Directors March,
of the Company effective September 1, 1996. Mr. Gardner 1994
has been the principal of Robert K. Gardner & Associates (resigned
for seventeen years. Robert K. Gardner & Associates is a September,
consulting business that provides planning and marketing 1996)
services for development stage technology companies
serving industrial and government markets. Mr. Gardner
also served as Vice President and General Manager of the
Secure Communications Division of the Company through May
1995. Mr. Gardner was the only member of Class III of the
Board of Directors.
Marc E. Cotnoir 48 Mr. Cotnoir has been an independent consultant, providing March, 1994
(Nominee for Class II) business and strategic planning support and systems
engineering consulting, for a wide range of clients since
1988. Prior to 1988, Mr. Cotnoir had extensive
experience, both within private industry and in the
U.S. Air Force, with computer and communications
technology.
Richard J. McConnell 33 Mr. McConnell has been the President of Present Square March, 1994
(Nominee for Class II) Systems, Corp., a research and development firm
specializing in advanced software systems, since 1986.
Mr. McConnell has been involved in research and
development in the computer software industry since 1981.
</TABLE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
THE SHAREHOLDERS VOTE FOR THE ELECTION
OF THE CLASS II NOMINEES.
Four meetings of the Board of Directors were held during the
year ended May 31, 1996 ("fiscal year 1996"). The Board of Directors has
established a standing Audit and Compensation Committee, as well as a Strategic
Planning and a Financial Operations Committee. The Audit Committee, which met
once in fiscal year 1996, consisted of Messrs. Larry Heimendinger, Marc Cotnoir
and Richard McConnell. The Audit Committee reviews all financial matters related
to the Company's operations, recommends to the Board of Directors independent
auditors for selection by the Company, discusses with the Company's independent
4
<PAGE>
auditors the scope and results of audits and approves and reviews any non-audit
services performed by such independent auditors.
The Compensation Committee, which met once in fiscal year
1996, consisted of Messrs. Larry Heimendinger and Marc Cotnoir. The Compensation
Committee reviews and establishes compensation for the officers of the Company
and administers the compensation and benefits plans of the Company for officers
of the Company.
All present directors attended at least 75 percent of the
meetings of the Board of Directors and Committees on which they served during
fiscal year 1996.
The following table sets forth the beneficial ownership of
Common Stock as of March 6, 1997 of each of the current directors and each of
the executive officers named in the Summary Compensation Table below.
<TABLE>
<CAPTION>
Shares of Common Stock Percentage of Outstanding
Name Beneficially Owned (1) Common Stock
------ ---------------------- -------------------------
<S> <C>
Marc E. Cotnoir 55,000 *
Richard J. McConnell 55,000 *
Larry M. Heimendinger 68,750 *
All Directors and named Executive
Officers as a group (six persons) 240,308 3.7%
</TABLE>
(1) Beneficial ownership also includes shares of Common Stock which may be
acquired within 60 days of March 6, 1997, through the exercise of
warrants, options, or otherwise, as follows: Mr. Cotnoir, 55,000
shares; Mr. Heimendinger, 68,750 shares; Mr. McConnell, 55,000 shares;
and all Directors and Officers as a group, 227,172 shares. Does not
include currently unallocated shares held by the ESOP of which Mr.
Heimendinger is a trustee. Additionally, each of Messrs. Cotnoir and
McConnell were granted options to purchase 100,000 shares, and Mr.
Heimendinger was granted an option to purchase 125,000 shares, each of
which options will only vest if the stock price reaches certain
stipulated multiples of base price of $1.0026 (for ten consecutive
trading days).
* Indicates less than 1 percent.
COMPENSATION OF DIRECTORS
Each nonemployee director other than Mr. Heimendinger has
received a monthly retainer of $1,500 since November, 1994. Mr. Gardner received
a monthly retainer of $500 while he was an officer of the Company through May
1995, and received the monthly retainer of $1,500 after that time until his
resignation in September 1996.
5
<PAGE>
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
During the course of the last fiscal year, Square Systems,
Corp., whose president, Richard J. McConnell, is a director of the Company,
provided consulting services to the Company in connection with its work with
respect to certain research and development activities. Total charges to the
Company for these consulting services were approximately $123,500 through May
31, 1996. Of that amount, $30,000 was attributable to software development work
in connection with a facsimile product of the Company's Secure Communications
Division, and the balance was attributable to work in connection with a
contemplated joint venture with Link2It, LLC ("Link2It"), a company formed by
Larry M. Heimendinger and Mr. McConnell. An additional $59,200 was charged to
the Company by Square Systems between June 1 and December 31, 1996 which was
attributable to work in connection with Link2It. Additional funds advanced by
the Company in that connection include payments of $14,300 to third parties and
certain Company expenses allocated to the new venture totaling approximately
$38,500.
In consideration of, among other things, the foregoing amounts
advanced by the Company through January 21, 1997, in the total amount of
approximately $205,500, the Company received a common membership interest in
Link2It representing 10% of the total and a convertible preferred membership
interest in Link2It with a face amount of $112,500 convertible into 9% of the
total membership interests (subject to adjustment under certain circumstances as
described below). In addition, the Company agreed to provide Link2It with a line
of credit under which Link2It may draw up to $150,000 from time to time. Of this
amount, $125,500 has been drawn to date and reflected in convertible promissory
notes due one year from the date of issuance and bearing interest at 9 1/4% per
annum. An additional $100,000 is to become available upon the satisfaction of
certain conditions in such amounts and at such times as may be mutually agreed
in good faith. In each case, Link2It's obligation with respect to advances from
the Company is evidenced in a convertible promissory note convertible into
additional common membership interests in Link2It at the rate of 1% of the
aggregate interests for each $12,500 principal amount of the note so converted
(subject to adjustment under certain circumstances described below). In the
event of further investment in Link2It by independent third-party investors the
conversion price at which both the note and the preferred membership interest
described above are convertible into common membership interests in Link2It
shall be subject to adjustment to such lesser percentage as the principal or
face amount so converted could have then purchased at a purchase price
proportionate to the lowest price actually paid for membership interests by such
an independent third-party investor less a discount of 15%. Prior to such an
adjustment, the Company's aggregate common membership interest in Link2It,
assuming advances in the total amount available under the line of credit, and
conversion in full of both the promissory notes evidencing such advances and its
preferred membership interest, would represent 39% of the total.
Link2It is engaged in the development, on a confidential
basis, of certain proprietary products and services in the area of
telecommunications and facsimile transmission. Link2It expects that its initial
products will be publicly announced during the first half of calendar year 1997
and may become commercially available as early as the latter part of the year.
6
<PAGE>
The terms of the Company's investment in Link2It were
negotiated on an arm's-length basis between Mr. Heimendinger and Marc E. Cotnoir
as an independent director and approved by Mr. Cotnoir and by the Board as a
whole. Such investment was also reviewed with and approved in principle by the
Company's principal shareholder.
During 1996, the Company made payments to Robert K. Gardner or
a company of which he is a principal, in connection with consulting services
rendered to the Company by Mr. Gardner. Total amounts paid in respect of such
services were $82,000 in fiscal year 1996 during which time Mr. Gardner also
served as Vice Chairman of the Board. Thereafter, a company of which Mr. Gardner
was a principal received payments totaling approximately $57,800 representing
fees and expenses in connection with the December 1996 disposition of the
Company's Secure Communications Division.
EXECUTIVE OFFICERS AND CERTAIN
SIGNIFICANT EMPLOYEES OF THE COMPANY
The names, ages, and positions of the executive officers of
the Company are listed below.
Name Age Position
- - ---- --- --------
Larry M. Heimendinger 51 Chairman of the Board
(performing duties of President
and chief executive officer)
Shirl Lakeway, Jr. 39 Vice President and General Manager
of Food Technology Corporation, a
subsidiary of the Company
Richard E. Munczenski 55 Vice President and General Manager
Sandy B. Sewitch 40 Chief Financial Officer
Larry M. Heimendinger has acted as the Chairman of the Board
of Directors since March of 1994 and, in accordance with the Amended and
Restated Bylaws of the Company, he has been performing the duties of the
President and chief executive officer through his position as Chairman of the
Board and will continue to do so until a replacement for President and chief
executive officer is elected and qualified.
Shirl Lakeway, Jr., Vice President and General Manager of Food
Technology Corporation, a wholly owned subsidiary of the Company, joined the
Company in 1986.
Richard E. Munczenski, Vice President and General Manager,
joined the Company in August of 1969.
Sandy B. Sewitch, Chief Financial Officer, joined the Company
in April 1993.
7
<PAGE>
The officers of the Company hold office at the discretion of
the Board of Directors of the Company.
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and officers, and persons who
beneficially own more than 10% of its Common Stock, to file with the Securities
and Exchange Commission and the American Stock Exchange reports of ownership and
changes in ownership of the Company's equity securities. Officers, directors and
greater than 10% shareholders are also required to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of such
reports furnished to the Company, during the fiscal year ended May 31, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% shareholders were complied with, except certain inadvertent
filing delinquencies which have been corrected as set forth below:
Under Rule 16a-3(f) every person who at any time during the
fiscal year was subject to Section 16 is required to file a form 5 within 45
days after fiscal year end, unless all transactions otherwise required to be
reported on form 5 have been reported before the due date of such form. Mr.
Munczenski did not timely make a report with respect to stock options which were
granted to him during the last fiscal year under the Company's 1994 Stock Option
Plan. During fiscal year 1996, Messrs., Heimendinger, Cotnoir, McConnell and
Gardner did not timely report the respective stock options granted to them under
the Company's 1994 Nonemployee and Directors Stock Option Plan in the last
fiscal year. It is the Company's understanding that these Section 16(a)
reporting delinquencies have since been corrected.
EXECUTIVE COMPENSATION
The information under this heading relates to the chief
executive officer and the one former executive officer of the Company who
received in excess of $100,000 in compensation for fiscal year 1996. The
information is presented in compliance with the rules and regulations of the
Securities and Exchange Commission applicable to those companies, such as
General Kinetics Incorporated, that meet the definition of a "small business
issuer".
Executive officers are appointed each year by the Board of
Directors at its annual meeting following the annual meeting of shareholders and
serve for one year or until their successors are chosen and qualify in their
stead. There are no family relationships among the executive officers, or any
arrangement or understanding between any officer and any person pursuant to
which the officer was elected.
8
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------------- ---------------------------------
Name and Principal Other Annual All Other
Position (1) Year Salary Bonus Compensation Number of Options Compensation
- - ------------------- ---- ------ ----- ------------ ----------------- ------------
<S> <C>
Larry M. Heimendinger(2) 1996 $ 0 $ 0 $ 0 12,500 $ 0
Chairman of the Board 1995 0 0 0 187,500 0
1994 0 0 0 0 0
Robert K. Gardner(3) 1996 0 $ 0 100,800 10,000 (4) 0
Vice Chairman of the Board 1995 120,000 0 3,500 71,666 (4) 0
1994 29,000 0 62,500 0 0
</TABLE>
(1) No executive officer of the Company received compensation in excess of
$100,000 in value for fiscal year 1996. Information concerning Mr.
Gardner is included because he, or a company of which he is the
principal, received remuneration of $82,000 in fiscal year 1996 for
consulting services rendered to the Company during which time he also
served as Vice Chairman of the Board and received a monthly retainer of
$1,500 for such services. From March 1994 through May 1995 Mr. Gardner
was Vice President and General Manager of the Secure Communications
Division of the Company.
(2) Larry Heimendinger serves as the Company's Chairman of the Board, for
which he has received no salary compensation since being elected to
that position in March 1994. Since the resignation of the Company's
former President, in March 1994, the Company has no current President.
In accordance with the Company's Bylaws, until a new President is
elected and qualified, the Company's Chairman performs the duties of
that office.
(3) Mr. Gardner served as the Company's Vice Chairman of the Board prior to
his resignation in September 1996. As a director, he received a monthly
retainer of $1,500 during fiscal year 1996. He, or a company of which
he is a principal, also received an aggregate of $82,000 in consulting
fees for consulting services to the Company during fiscal year 1996.
Prior to that time Mr. Gardner was Vice President and General Manager
of the Secure Communications Division of the Company from March 1994
through May 1995 for which he received $120,000 in annual salary.
During fiscal year 1994 he received an aggregate of $62,500 in
consulting fees prior to becoming a director and officer in March, and
$29,000 in salary subsequent to that date.
(4) By virtue of his resignation, Mr. Gardner's options ceased to be
exercisable prior to March 6, 1997.
9
<PAGE>
INDIVIDUAL OPTION GRANTS TO EXECUTIVE OFFICERS
DURING FISCAL YEAR 1996
<TABLE>
<CAPTION>
Percent of Potential of Realizable Value
Total at assumed annual rate of
Number Options stock price appreciation
of Granted to for options term
Name of Executive Options Employees in -------------------------------
Officer Granted FY 1996 Exercise Price Expiration Date 5% 6%
- - ------------------ -------- ------------- -------------- --------------- -- --
<S> <C>
Larry M. Heimendinger 12,500(1) 17.7%(2) .375 6/01/06 2,962 7,450
Robert K. Gardner (3) 10,000(3) 14.1%(2) .375 6/01/06 2,370 5,960
</TABLE>
(1) 75% of such options have vested and are currently exercisable. The
remaining 25% will vest on May 31, 1997.
(2) Neither Mr. Heimendinger nor Mr. Gardner is an employee of the Company.
However, for purposes of the calculation of the percentages, their
options have been included in the aggregate total employee options
granted.
(3) By virtue of his resignation, Mr. Gardner's options ceased to be
exercisable prior to March 6, 1997.
FY-1996 OPTIONS EXERCISE AND FY-1996 YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
Value of Unexercised
Number of Options In-the-Money Options
At End-FY 1996 At End-FY 1996
Number of ------------------ --------------
Name of Executive Shares Acquired
Officer On Exercise Exercisable Unexercisable Exercisable Unexercisable
------- ----------- ----------- ------------- ----------- -------------
<S> <C>
Larry M. Heimendinger 0 68,750 131,250 6,250 6,250
Robert K. Gardner (1) 0 43,333 (1) 38,333 (1) 35,000 (1) 5,000 (1)
</TABLE>
(1) By virtue of his resignation, Mr. Gardner's options ceased to be
exercisable prior to March 6, 1997.
10
<PAGE>
Principal Shareholders
As of February 27, 1997, approximately 49.1% percent of the
Company's outstanding Common Stock was believed to be beneficially owned by RABO
Investment Management AG ("RABO"), formerly Gutzwiller & Partner AG. The
following table sets forth the beneficial ownership of Common Stock as of
February 27, 1997 of RABO, the only person or entity believed by the Company to
be the beneficial owner of more than 5 percent of such class of securities.
<TABLE>
<CAPTION>
Shares of Common Stock Percent of Outstanding
Name and Address of Beneficial Owner Beneficially Owned* Common Stock
- - ------------------------------------ ----------------------- ----------------------
<S> <C>
RABO Investment Management AG 3,192,800 49.1%
Schindlerstrasse 26
CH-8035 Zurich/Switzerland
</TABLE>
- - -----------------------
* Based on information provided by RABO, a Swiss-based investment
advisory firm. As of February 27, 1997, RABO has reported that it has
the power to vote, and discretionary power to dispose of, 3,192,800
shares of Common Stock issued and outstanding as of the record date.
It is the Company's understanding that RABO has discretionary authority
to dispose of or convert Convertible Debentures of the Company which
are convertible into 17,740,000 shares of Common Stock, and would have
the power to vote or dispose of the 17,740,000 shares of Common Stock
issuable upon conversion thereof. After such a conversion, RABO would
hold 20,932,800 shares which would represent 86.3% of the then
outstanding Common Stock. This calculation does not include 100,000
shares held of record by BAB General Consultants for the benefit of Dr.
August Schubiger, a director of and attorney for RABO, or 100,000
shares held of record by RABO for the benefit of an unaffiliated third
party.
11
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected BDO Seidman, independent
certified public accountants, as independent auditors for the Company for fiscal
year 1997. A resolution will be submitted to shareholders at the meeting for
ratification of such selection. Although ratification by shareholders is not a
prerequisite to the ability of the Board of Directors to select BDO Seidman as
the Company's independent auditors, the Company believes such ratification to be
desirable. If the shareholders do not ratify the selection of BDO Seidman, the
selection of independent auditors will be reconsidered by the Board of
Directors; however, the Board of Directors may select BDO Seidman
notwithstanding the absence of shareholder ratification of its selection.
The Board of Directors recommends a vote FOR this resolution
to approve BDO Seidman as the independent auditors for the Company for fiscal
year 1997. Proxies solicited by the Board of Directors will be so voted unless
shareholders specify a contrary vote. The resolution may be adopted by a
majority of the votes cast with respect thereto.
It is expected that a representative of BDO Seidman will be
present at the meeting, will have an opportunity to make a statement if he or
she desires to do so, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
THE SHAREHOLDERS VOTE FOR THE RATIFICATION
OF BDO SEIDMAN AS THE INDEPENDENT AUDITORS
12
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SHAREHOLDERS' PROPOSAL
Proposals of shareholders which are intended to be presented
at the fall 1997 Annual Meeting, which will follow completion of the Company's
1997 fiscal year, must be received by the Company at its principal executive
offices no later than July 1, 1997 for inclusion in the Company's proxy
materials for that meeting.
OTHER MATTERS
The Proxy and Proxy Statement have been approved by the Board
of Directors and sent to shareholders by its authority. The matters referred to
in the Notice of Meeting and in the Proxy Statement are, to management's
knowledge, the only matters which will be presented for consideration at the
Meeting. If any other matters properly come before the Meeting, the persons
named in the enclosed Proxy intend to vote said Proxy on any such matters in
accordance with their best judgment.
This Proxy Statement incorporates certain Financial Statements
and other information from the Company's Annual Report delivered herewith which
contains the text of the Company's Annual Report on Form 10-K for the fiscal
year ending May 31, 1996.
A copy of the Company's Annual Report on Form 10-K for the
fiscal year ending May 31, 1996, as filed with the Securities and Exchange
Commission, will be furnished without charge upon the written request to the
Company's Secretary at the address shown on the first page.
SANDY B. SEWITCH,
Secretary
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COMMON STOCK PROXY
GENERAL KINETICS INCORPORATED
14130-C SULLYFIELD CIRCLE, CHANTILLY, VA 20151
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Larry Heimendinger and Sandy Sewitch, and
each of them jointly and severally, attorneys and proxies of the undersigned,
with full power of substitution, and hereby authorizes them to represent and to
vote, as designated on the reverse side, all the shares of common stock of
General Kinetics Incorporated which the undersigned may be entitled to vote at
the Annual Meeting of Shareholders to be held at the Washington Dulles Airport
Marriott, 333 West Service Rd., Chantilly, VA 22021, on April 9, 1997, and at
all adjournments thereof with all powers the undersigned would possess if
personally present and voting thereat.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
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Stockholders planning to attend the Annual Meeting are Please mark
requested to indicate the number of persons attending your votes as X
in the block indicated in
Stockholders may attend the meeting whether or not the this example
block is filled in.
The Board of Directors recommends a vote FOR:
1. The election of Marc Cotnoir and Richard McConnell as a Class II directors
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<S> <C>
FOR the WITHHOLD AUTHORITY (Instruction: To withhold authority to vote for any individual
above named to vote for all the above nominee, strike a line through the nominee's name below.)
nominees named nominees
[ ] [ ] Marc Cotnoir Richard McConnell
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2. The proposal to ratify the appointment of BDO Seidman
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE SHARES PRESENTED HEREBY WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS IN THIS PROXY. IF
INSTRUCTIONS ARE NOT INCLUDED HEREIN, THIS
PROXY WILL BE VOTED FOR ITEMS 1, 2 and 3.
Date _____________________________________, 1997
________________________________________________
(Signature)
________________________________________________
(Signature if held jointly)
(Please sign as name(s) appear(s) on this proxy card. If joint
account, each joint owner should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.)
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY CARD
PROMPTLY IN THE ENVELOPE ENCLOSED-NO POSTAGE IS
REQUIRED
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