<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / 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 Rule 14a-11(c) or Rule 14a-12
TRIDEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / $125 per Exchange Act Rules 0-11 (c)(1)(ii), 14A-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------
5) Total fee paid:
$125.00
----------------------------------------------------------------
/ / 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> 2
TRIDEX CORPORATION
61 WILTON ROAD
WESTPORT, CONNECTICUT 06880
-----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 19, 1995
Notice is hereby given that the Annual Meeting of Shareholders of
Tridex Corporation (the "Company"), a Connecticut corporation, will be held on
September 19, 1995, Eastern Standard Time, at The Westport Inn, 1595 Post Road
East, Westport, Connecticut for the following purposes, all of which are more
completely set forth in the accompanying Proxy Statement:
(1) To consider and act upon a proposal to fix the number of
Directors at seven and to elect seven Directors to serve until
the next Annual Meeting of Shareholders or until their
successors have been duly elected and qualified;
(2) To consider and act upon a proposal to ratify the selection of
Price Waterhouse LLP, Certified Public Accountants, as
independent public accountants of the Company for the fiscal
year ending March 30, 1996; and
(3) To receive the reports of Officers (without taking any action
thereon) and transact such other business as may legally come
before the Meeting.
Shareholders of record at the close of business on August 1, 1995 are
entitled to notice of and to vote at the Meeting. The transfer books will not
be closed for the Meeting.
The Company's Proxy Statement, Form of Proxy and Annual Report for the
fiscal year ended April 1, 1995 are submitted herewith.
By Order of the Board of Directors,
Ralph I. Fine
Secretary
Westport, Connecticut
July 28, 1995
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, THE COMPANY REQUESTS THAT YOU
FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY. A RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THAT
PURPOSE. IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN
PERSON. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION IS APPRECIATED.
<PAGE> 3
TRIDEX CORPORATION
61 WILTON ROAD
WESTPORT, CONNECTICUT 06880
-----------------------------------
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
-----------------------------------
SOLICITATION AND REVOCATION OF PROXY
The following information concerning the enclosed proxy and matters to
be acted upon under the authority of such proxy is furnished to shareholders of
Tridex Corporation (the "Company") in connection with the solicitation by the
Company of proxies to be voted at the Annual Meeting to be held on September
19, 1995.
Any shareholder who executes and returns the enclosed proxy has the
power to revoke the same anytime prior to it being voted.
The shares represented by the proxy will be voted unless the proxy is
mutilated or otherwise received in such form or at such time as to render it
not votable. The proxy is in ballot form so that a specification may be made
to grant or withhold authority to vote for the election of Directors and to
indicate separate approval or disapproval as to each of the other matters
presented to shareholders. All of the proposals will be presented by the Board
of Directors. The shares represented by the proxy will be voted for the
election of each of the Directors named thereon, unless authority to do so is
withheld. With respect to each proposal presented to shareholders other than
the election of Directors, the shares represented by the proxy will be voted in
accordance with the specifications made. Where a choice is not so specified,
the shares represented by the proxy will be voted "FOR" the proposals. The
Proxy Committee consists of Messrs. Seth M. Lukash and Paul J. Dunphy. A
majority of the shares entitled to vote, present in person or represented by
proxy, will constitute a quorum to transact business at the Annual Meeting. A
majority of the votes cast is required for the approval of the proposals to be
considered by the shareholders at the Annual Meeting.
This Proxy Statement is being mailed to shareholders on or about
August 1, 1995.
2
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record on August 1, 1995 are entitled to cast one vote
for each share of common stock held by them on August 1, 1995. There were
3,681,026 shares of common stock issued and outstanding and entitled to vote at
the close of business on July 28, 1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the beneficial
ownership of the Company's common stock as of July 28, 1995 for each person who
is known by the Company to own beneficially more than five percent of the
Company's issued and outstanding common stock, each Director, each nominee for
Director, each individual named in the Summary Compensation Table, and all
Directors and Officers of the Company as a group. The persons named in such
table have furnished the information set forth opposite their respective names:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS(2)
- ------------------------------------------------------------ ----------------------- ----------
<S> <C> <C>
MANAGEMENT BENEFICIAL OWNERS
Seth M. Lukash
61 Wilton Road, Westport, CT 06880 . . . . . . . . . . 525,670 (3) 12.8
Alvin Lukash
7 Laser Lane, Wallingford, CT 06492 . . . . . . . . . 220,972 (4) 6.0
Graham Y. Tanaka . . . . . . . . . . . . . . . . . . . . . 76,985 (5) 2.1
Richard T. Bueschel . . . . . . . . . . . . . . . . . . . . 42,475 (6) 1.1
Ralph I. Fine . . . . . . . . . . . . . . . . . . . . . . . 53,027 (7) 1.4
Paul J. Dunphy . . . . . . . . . . . . . . . . . . . . . . 32,475 (8) *
Richard W. Sonnenfeldt . . . . . . . . . . . . . . . . . . 27,475 (9) *
C. Alan Peyser . . . . . . . . . . . . . . . . . . . . . . 0 *
Thomas R. Schwarz . . . . . . . . . . . . . . . . . . . . . 0 *
Richard L. Cote . . . . . . . . . . . . . . . . . . . . . . 13,000 (10) *
S. Scott Kumpf . . . . . . . . . . . . . . . . . . . . . . 47,865 (11) 1.3
Dennis J. Lewis . . . . . . . . . . . . . . . . . . . . . . 113,046 (12) 3.0
Bart D. Shuldman . . . . . . . . . . . . . . . . . . . . . 16,400 (13) *
All Directors and Officers as a group (15 persons) . . . . 974,835 (14) 23.5
OTHER BENEFICIAL OWNERS
Jack Silver
150 East 58th Street, New York, NY 10155 . . . . . . . 197,707 (15) 5.4
</TABLE>
(1) Except as otherwise indicated, each of the persons named in the table
has sole voting power and sole investment power with respect to the
shares set forth opposite his name.
(2) An asterisk denotes beneficial ownership of less than 1%.
(3) Includes (a) 552 shares held of record by Ralph I. Fine as trustee of
the Seth M. Lukash Revocable Trust, (b) 11,110 shares issuable upon
the conversion of $100,000 principal
3
<PAGE> 5
amount of the Company's 10.5% Senior Subordinated Convertible
Debentures due December 31, 1997 (the "10.5% Debentures"), (c) 1,000
shares issuable upon exercise of the detachable Warrant to Purchase
Common Stock of Tridex Corporation (the "Private Placement Warrants"),
issued in conjunction with the 10.5% Debentures, (d) 96,303 shares
subject to an option granted to Seth M. Lukash by Alvin Lukash which
expires on December 31, 1997, and (e) 100,000 shares held of record by
Ralph I. Fine as trustee of the Seth Lukash trust of October 17, 1985,
under which Alvin Lukash retains sole voting power and Seth M. Lukash
is the sole beneficiary, (f) 10,000 shares held of record by Seth M.
Lukash as trustee of The Alvin Lukash Grantor Trust, (g) 127,000
shares subject to options currently exercisable under the Company's
1989 Long Term Incentive Plan (the "1989 Plan") and (h) 8,250 shares
issuable upon exercise of an option agreement dated March 30, 1994
between Mr. Lukash and the Company, which may be purchased at a price
of $7.25 per share prior to March 30, 2000. Does not include (a)
10,000 shares held of record by Ralph I. Fine as a trustee of The Seth
M. Lukash Trust of February 5, 1987, an irrevocable trust for the
benefit of the nieces and nephews of Seth M. Lukash, under which Mr.
Lukash retains no voting or investment power, (b) 48,000 shares
subject to options not presently exercisable under the Company's 1989
Plan or (c) 16,750 shares subject to an option agreement dated March
30, 1994 between Mr. Lukash and the Company, which may be purchased at
a price of $7.25 per share prior to the fifth anniversary of the date
of the option becoming exercisable, such exercisibility to be 8,250
shares on March 30, 1996 and 8,500 shares on March 30, 1997.
(4) Includes (a) 6,844 shares held as trustee for the Selina Lukash
Foundation, (b) 10,000 shares held of record by Ralph I. Fine as
trustee of The Alvin Lukash Grantor Trust, (c) 100,000 shares held of
record by Ralph I. Fine as trustee of the Seth M. Lukash Trust as to
which Alvin Lukash retains sole voting power, (d) 96,303 shares
subject to an option granted to Seth M. Lukash by Alvin Lukash which
expires on December 31, 1997, (e) 5,350 shares held of record by his
wife, Mildred Lukash and (f) 2,475 shares issuable upon exercise of an
option agreement dated March 30, 1994 between Mr. Lukash and the
Company, which may be purchased at a price of $7.25 per share prior to
March 30, 2000. Does not include 5,025 shares subject to an option
agreement dated March 30, 1994 between Mr. Lukash and the Company,
which may be purchased at a price of $7.25 per share prior to the
fifth anniversary of the date of the option becoming exercisable, such
exercisibility to be 2,475 shares on March 30, 1996 and 2,550 shares
on March 30, 1997.
(5) Includes (a) 7,500 shares subject to a warrant agreement, dated April
16, 1992, between Mr. Tanaka and the Company, which may be purchased
at a price of $5.25 per share at any time prior to April 16, 1997, (b)
7,500 shares subject to a warrant agreement, dated February 8, 1993,
between Mr. Tanaka and the Company, which may be purchased at a price
of $9.25 per share at any time prior to February 8, 1998, (c) 11,110
shares issuable upon the conversion of $100,000 principal amount of
the 10.5% Debentures (d) 1,000 shares issuable upon the exercise of
Private Placement Warrants and (e) 2,475 shares issuable upon exercise
of an option agreement dated March 30, 1994 between Mr. Tanaka and the
Company, which may be purchased at a price of $7.25 per share prior to
March 30, 2000. Does not include 5,025 shares subject to an option
agreement dated March 30, 1994 between Mr. Tanaka and the Company,
which may be purchased at a price of $7.25 per share prior to the
fifth anniversary of the date of the option becoming exercisable, such
exercisibility to be 2,475 shares on March 30, 1996 and 2,550 shares
on March 30, 1997.
(6) Includes (a) 20,000 shares subject to a warrant agreement, dated
January 15, 1991, between Mr. Bueschel and the Company, which may be
purchased at a price of $0.875 per
4
<PAGE> 6
share at any time prior to January 15, 1996, (b) 7,500 shares subject
to a warrant agreement, dated April 16, 1992, between Mr. Bueschel and
the Company, which may be purchased at a price of $5.25 per share at
any time prior to April 16, 1997, (c) 7,500 shares subject to a
warrant agreement, dated February 8, 1993, between Mr. Bueschel and
the Company, which may be purchased at a price of $9.25 per share at
any time prior to February 8, 1998 and (d) 2,475 shares issuable upon
exercise of an option agreement dated March 30, 1994 between Mr.
Bueschel and the Company, which may be purchased at a price of $7.25
per share prior to March 30, 2000. Does not include 5,025 shares
subject to an option agreement dated March 30, 1994 between Mr.
Bueschel and the Company, which may be purchased at a price of $7.25
per share prior to the fifth anniversary of the date of the option
becoming exercisable, such exercisibility to be 2,475 shares on March
30, 1996 and 2,550 shares on March 30, 1997.
(7) Includes (a) 7,500 shares subject to warrant agreement, dated April
16, 1992, between Mr. Fine and the Company, which may be purchased at
a price of $5.25 per share at any time prior to April 16, 1997, (b)
7,500 shares subject to a warrant agreement, dated February 8, 1993,
between Mr. Fine and the Company, which may be purchased at a price of
$9.25 per share at any time prior to February 8, 1998, (c) 552 shares
held of record by Mr. Fine as trustee of The Seth M. Lukash Revocable
Trust (see note (3) above), (d) 10,000 shares held of record by Mr.
Fine as trustee of the Seth Lukash Trust of February 5, 1987, (e)
10,000 shares held of record by Mr. Fine as trustee of the Alvin
Lukash Grantor Trust and (f) 2,475 shares issuable upon exercise of an
option agreement dated March 30, 1994 between Mr. Fine and the
Company, which may be purchased at a price of $7.25 per share prior to
March 30, 2000. Does not include (a) 100,000 shares held of record by
Mr. Fine as trustee of the Seth M. Lukash Trust (see notes (3) and (4)
above), (b) 5,025 shares subject to an option agreement dated March
30, 1994 between Mr. Fine and the Company, which may be purchased at a
price of $7.25 per share prior to the fifth anniversary of the date of
the option becoming exercisable, such exercisibility to be 2,475
shares on March 30, 1996 and 2,550 shares on March 30, 1997.
(8) Includes (a) 7,500 shares subject to a warrant agreement, dated April
16, 1992, between Mr. Dunphy and the Company, which may be purchased
at a price of $5.25 per share at any time prior to April 16, 1997, (b)
7,500 shares subject to a warrant agreement, dated February 8, 1993,
between Mr. Dunphy and the Company, which may be purchased at a price
of $9.25 per share at any time prior to February 8, 1998 and (c) 2,475
shares issuable upon exercise of an option agreement dated March 30,
1994 between Mr. Dunphy and the Company, which may be purchased at a
price of $7.25 per share prior to March 30, 2000. Does not include
5,025 shares subject to an option agreement dated March 30, 1994
between Mr. Dunphy and the Company, which may be purchased at a price
of $7.25 per share prior to the fifth anniversary of the date of the
option becoming exercisable, such exercisibility to be 2,475 shares on
March 30, 1996 and 2,550 shares on March 30, 1997.
(9) Includes (a) 7,500 shares subject to a warrant agreement, dated April
16, 1992, between Mr. Sonnenfeldt and the Company, which may be
purchased at a price of $5.25 per share at any time prior to April 16,
1997, (b) 7,500 shares subject to a warrant agreement, dated February
8, 1993, between Mr. Sonnenfeldt and the Company, which may be
purchased at a price of $9.25 per share at any time prior to February
8, 1998 and (c) 2,475 shares issuable upon exercise of an option
agreement dated March 30, 1994 between Mr. Sonnenfeldt and the Company,
which may be purchased at a
5
<PAGE> 7
price of $7.25 per share prior to March 30, 2000. Does not include
5,025 shares subject to an option agreement dated March 30, 1994
between Mr. Sonnenfeldt and the Company, which may be purchased at a
price of $7.25 per share prior to the fifth anniversary of the date of
the option becoming exercisable, such exercisibility to be 2,475 shares
on March 30, 1996 and 2,550 shares on March 30, 1997.
(10) Includes 12,000 shares subject to options currently exercisable under
the 1989 Plan. Does not include 38,000 shares subject to options not
currently exercisable under the 1989 Plan.
(11) Includes 28,000 shares subject to options currently exercisable under
the 1989 Plan. Does not include 31,000 shares subject to options not
presently exercisable under the 1989 Plan.
(12) Includes (a) 82,581 shares issuable upon conversion of $990,983.00
principal amount of 8% Subordinated Convertible Term Promissory Notes
due 1997 (the "8% Notes"), (b) 16,665 shares issuable upon conversion
of $150,000 principal amount of 10.5% Debentures, (c) 1,500 shares
issuable upon exercise of Private Placement Warrants and (d) 11,300
shares subject to options currently exercisable under the 1989 Plan.
Does not include 30,200 shares subject to options not presently
exercisable under the 1989 Plan.
(13) Includes 9,500 shares subject to options currently exercisable under
the 1989 Plan. Does not include 40,500 shares subject to options not
presently exercisable under the Plan.
(14) In addition to those set forth above, includes 20,300 shares subject
to options currently exercisable under the 1989 Plan. Does not
include 29,200 shares subject to options not presently exercisable
under the 1989 Plan.
(15) Based solely upon the Schedule 13D filed by Mr. Silver with the
Securities and Exchange Commission on July 21, 1995, (a) Mr. Silver
has sole voting power and sole dispositive power with respect to all
197,707 shares and (b) 122,707 of such shares are held of record by
Mr. Silver directly, 55,000 are held of record by the Siar Money
Purchase Pension Plan, and 20,000 are held of record by Shirley
Silver, Mr. Silver's wife, as custodian for Leigh Silver, his child.
Seth M. Lukash, Chairman of the Board, President, Chief Executive
Officer, Chief Operating Officer and a Director of the Company, is the
beneficial owner of $100,000 principal amount of the 10.5% Debentures
(approximately 3% of the total outstanding debentures) and Private Placement
Warrants to purchase 1,000 shares of common stock (approximately 2% of the
total outstanding Private Placement Warrants).
Graham Y. Tanaka, a Director of the Company, is the beneficial owner
of $100,000 principal amount of the 10.5% Debentures and Private Placement
Warrants to purchase 1,000 shares of common stock.
Dennis J. Lewis, President of the Ultimate Technology Corporation
("Ultimate"), is the beneficial owner of $150,000 principal amount of the 10.5%
Debentures, Private Placement Warrants to purchase 1,500 shares of common stock
and $990,983 principal amount of the 8% Notes.
Except as set forth above, none of the other Officers or Directors of
the Company owns any of the Company's common stock, 10.5% Debentures, Private
Placement Warrants, or 8% Notes.
6
<PAGE> 8
COMPLIANCE WITH SECTION 16(A).
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than 10% of
a registered class of the Company's equity securities to file with the
Securities and Exchange Commission ("SEC") and the American Stock Exchange
reports of ownership and reports of changes in ownership of common stock and
other equity securities of the Company. Officers, directors and greater than
10% shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company, or written representations that no other
reports were required for those persons, the Company believes that during the
fiscal year ended April 1, 1995 all Section 16(a) filing requirements
applicable to officers, directors and greater than 10% beneficial owners were
complied with, except that one report submitted by each of Messrs. A. Lukash
and Fine was one day late and one report submitted by each of Messrs. Tanaka,
Sonnenfeldt and Shuldman was two days late.
ELECTION OF DIRECTORS
At the Annual Meeting of Shareholders, the number of Directors is to
be fixed at seven and such persons are to be elected to hold office as
Directors until the next Annual Meeting of Shareholders or until their
successors are duly elected and qualified. In the absence of instructions to
the contrary, the persons named in the enclosed form of proxy as members of the
Proxy Committee will vote such proxy "FOR" the election of the seven nominees
named below. Should any of the nominees become unavailable, which is not
anticipated, it is intended that proxies will be voted for the election of such
other person as the Board of Directors may recommend in place of such nominee.
Seth M. Lukash Richard W. Sonnenfeldt
Richard T. Bueschel C. Alan Peyser
Paul J. Dunphy Thomas R. Schwarz
Graham Y. Tanaka
INFORMATION CONCERNING NOMINEES FOR ELECTION AS DIRECTORS AND
EXECUTIVE OFFICERS
SETH M. LUKASH, 49, has been a senior Executive Officer of the Company
since 1977 and has been a Director since 1979. He has served as Chairman of
the Board of Directors of the Company since November 1988, Chief Executive
Officer since August 1987 and President and Chief Operating Officer since June
1989. Mr. Lukash previously served as President of the Company from September
1983 to August 1988 and as Chief Operating Officer from September 1983 to
August 1987. Mr. Lukash is the son of Alvin Lukash.
7
<PAGE> 9
RICHARD T. BUESCHEL, 62, has been a Director of the Company since
1984. Mr. Bueschel has been the Chairman of Northern Equities, Inc., an
investment and development firm since 1988. Mr. Bueschel was Senior Vice
President, Technology, of Houghton Mifflin Co., a publishing company, from 1984
to 1988. Mr. Bueschel was President of the TSC Division of Houghton Mifflin
Co. from 1983 to 1984 and the President of Time Share Corp. from 1966 to 1983.
Both the TSC Division and Time Share Corp. were in the business of developing
software. Mr. Bueschel is Chairman of INFODATA SYSTEMS INC. (Nasdaq), an
electronic document management systems company, Chairman of Medilife, a
consumer medical software company, Chairman of Communications Management
Systems, a telecommunications management company, and a Director of University
Online Systems an online interactive educational company.
PAUL J. DUNPHY, 75, has been a Director of the Company since 1989.
Mr. Dunphy has been a management consultant from 1988 until the present. Mr.
Dunphy was Chairman of the Board, Chief Executive Officer and President of
Towle Manufacturing Company, from 1985 through 1988. Mr. Dunphy was Executive
Vice President of Anchor Hocking, a glass and metal manufacturer, from 1970
through 1984. Mr. Dunphy is a Director of Midwest Fabricating Co. and Four
Johns Corporation. He also is a member of the Board of Trustees of Mt. Ida
College, the President's Advisory Council of Bentley College and the Executive
Council for Ohio University.
GRAHAM Y. TANAKA, 47, has been a Director of the Company since 1988.
Mr. Tanaka has been President of Tanaka Capital Management, Inc., an investment
management firm, since 1986. From 1980 to 1986, Mr. Tanaka served as Chairman
of Milbank, Tanaka & Associates. Mr. Tanaka is a limited partner of McFarland
Dewey & Co., a financial advisor to the Company.
RICHARD W. SONNENFELDT, 72, has been a Director of the Company since
1991. Mr. Sonnenfeldt served as Chairman and CEO of NAPP Systems, Inc., a
producer of newspaper printing plates, from 1987 to 1990, and is presently its
Senior Advisor. Mr. Sonnenfeldt was Dean of the Graduate School of
Management, Brooklyn Polytechnic Institute from 1982 to 1984, vice president of
RCA from 1970 to 1979 and Executive Vice President of NBC from 1979 to 1982.
Mr. Sonnenfeldt continues to serve as a director on the boards of LEE
Enterprises, Inc., Skysat Communications and Solar Outdoor Lighting Co.
Previously, he served as a director for The Foxboro Company, Decision
Industries, and International Harvest Group. In addition, Mr. Sonnenfeldt
serves on the National Advisory Board of The Johns Hopkins University.
C. ALAN PEYSER, 61, is Chief Executive Officer of Cable & Wireless,
Inc. ("CWI"), a world-wide provider of long distance, private line and enhanced
telecommunications services. Mr. Peyser founded CWI in 1975, has been
President since 1980 and a director since 1982. Mr. Peyser is a director of
Mercury Communications, Limited, a provider of telecommunications services in
the United Kingdom, a director of TCI International, Inc., an equipment
supplier to the telecommunications industry, a member of the board of USTTI
(United States Telecommunications Training Institute), a member of the
Corporate Advisory Board of The Thayers School of Engineering and a member of
COMPTEL (Competitive Telecommunications Association).
8
<PAGE> 10
THOMAS R. SCHWARZ, 59, was Chairman of Grossman's Inc., a retailer of
building materials, from 1990 to 1994, when he retired. Mr. Schwarz was
President, Chief Operating Officer and a director of Dunkin' Donuts
Incorporated, a food service company, from 1980 to 1990. He is a director of
Lebhar-Friedman Publishing Company. Mr. Schwarz was a board member of The
Timberland Company, an overseer of WGBH Educational Foundation, Inc. (New
England Public Broadcasting), the David Littman Foundation, The Walnut Hill
School and co-chairman of the Inner City Scholarship Fund.
RICHARD L. COTE, 53, joined the Company in March, 1993, and was
elected Vice President on June 1, 1993. Mr. Cote was a self-employed
management consultant from October 1991 to March 1993; Vice President and
Corporate Controller of Wang Laboratories, Inc. from January 1991 to September
1991; and Executive Vice President of Capital Resources Management, Inc. from
November 1989 to December 1990. Previously, Mr. Cote had been employed by
Emhart Corporation, Xerox Corporation and Price Waterhouse LLP.
GEORGE T. CRANDALL, 48, has been Vice President of the Company since
September, 1992, Treasurer since 1990 and Corporate Controller since 1989.
Prior to joining Tridex in 1988, Mr. Crandall served as an independent
consultant at Northeast Manufacturing Companies, Inc. from 1987 until 1988.
From 1979 through 1987, Mr. Crandall was Assistant Corporate Controller and
Assistant Secretary of Revere Copper and Brass Incorporated.
S. SCOTT KUMPF, 47, has been President of Ithaca Peripherals
Incorporated ("Ithaca") since its acquisition by the Company on May 10, 1990.
Prior to the acquisition Mr. Kumpf was Chief Executive Officer, President and a
Director of Ithaca since 1989. From 1987, through 1989, Mr. Kumpf was
President and a Director of Ithaca. Mr. Kumpf served as Executive Vice
President, Secretary, and a Director of Ithaca from 1983 to 1987.
DENNIS J. LEWIS, 40, has been President of Ultimate Technology
Corporation ("Ultimate") since its acquisition by the Company on January 20,
1993. Prior to the acquisition, Mr. Lewis had served as Ultimate's President,
Chief Executive Officer and Director since 1988. Prior to 1988, Mr. Lewis held
senior management positions related to the sales, engineering and service of
computer peripherals with Digital Equipment Corporation, Naum Brothers, RG
Engineering, Serv Tech and Add Electronics.
BART C. SHULDMAN , 38, joined Magnetec Corporation ("Magnetec") on
April 1, 1993 and was appointed President of Magnetec in July 1993. Prior to
joining Magnetec he was employed by Mars Electronics International, a division
of Mars, Incorporated from 1989 to 1993 in several management positions, most
recently as Business Manager for the North American Amusement, Gaming and
Lottery operations. Previously, Mr. Shuldman held manufacturing and sales
management positions with General Electric Company from 1979 to 1989.
HUGH T. BURNETT, 55, was appointed Managing Director of Cash Bases GB
Limited ("Cash Bases") simultaneously with its acquisition by the Company on
June 20, 1994. Prior to the acquisition and since 1991, Mr. Burnett was senior
marketing executive with Cash Bases. Previously, he was managing director of
Omron Systems UK Ltd. from 1983 to 1991.
9
<PAGE> 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to fiscal year 1987, the Company made personal loans to Seth M.
Lukash, Chairman of the Board, President, Chief Executive Officer, Chief
Operating Officer and a Director of the Company. During the fiscal year ended
April 1, 1995, the highest outstanding balance of the loan to Seth M. Lukash
was $139,108.17. The loan is evidenced by a demand note and bears interest at
an annual rate equal to the rate charged by the Company's senior lender on its
line of credit. The Company's Board of Directors has agreed to defer payment
of the principal balance of the loan until after March 30, 1996. Interest on
the loan is paid quarterly. As of July 28, 1995 the principal amount
outstanding under the loan was $125,000.00. In addition, on December 27, 1994,
the Company made a personal loan to Mr. Lukash in the amount of $4,982, which
was repaid with interest on February 3, 1995.
Seth M. Lukash and Ralph I. Fine, Secretary and a Director of the
Company, are trustees (the "Trustees") of the Alvin Lukash Irrevocable Life
Insurance Trust (the "Trust"), a trust established by Alvin Lukash, a Director
of the Company, for the benefit of his children, Seth M. Lukash and Laura
Lukash Knee. In October 1987, the Trustees delivered to the Company a
Promissory Note (the "Trustee Note") in principal amount of $168,144.66
payable to the Company in connection with the termination of a Split Dollar
Life Insurance Agreement between the Company and the Trustees. The Trustee
Note bears interest at a rate of 9.15% per annum and is secured by a lien on
the proceeds of an insurance policy on the life of Alvin Lukash. The largest
aggregate amount of indebtedness outstanding at any time during fiscal 1995
and at July 28, 1995 under the Trustee Note was $4,710.39.
Alvin Lukash and the Company entered into a Consulting Services
Agreement in April, 1992, pursuant to which Mr. Lukash agreed to perform
consulting services for an initial period of five years commencing in April,
1992, subject to extension for an additional term of three years at the option
of the Board of Directors of the Company. On July 19, 1995, the Board of
Directors exercised its option to extend the agreement for the additional three
years and increased the annual consulting fee from $75,000 to $100,000
effective as of April 1, 1995. Pursuant to the agreement, the Company provides
Mr. Lukash with a $400 per month automobile allowance, pays an annual life
insurance premium ($15,075 in fiscal year ended April 1, 1995) and provides
health insurance coverage for Mr. Lukash and his wife under the Company's
health insurance plan. In addition to the consulting fee and other payments
required under the agreement, during the fiscal year ended April 1, 1995 the
Company paid a second life insurance premium of $15,987 and provided $13,000
to Mr. Lukash to pay his incremental increase in income taxes incurred for
non-cash compensation from the Company. If a change of control of the Company
occurs, Mr. Lukash shall continue to provide consulting services and receive
payment for the remainder of the contract period and shall receive a lump sum
payment in the amount of $300,000.
On July 19, 1995, the Board of Directors of the Company appointed Mr.
Alvin Lukash to the position of Director Emeritus. In that capacity, Mr.
Lukash will be entitled to attend and participate in all meetings of the Board
of Directors, but he will not be entitled to vote as a member of the Board.
Mr. Lukash will not be compensated for his services as a Director Emeritus, but
will be reimbursed for expenses incurred to attend Board of Directors meetings.
10
<PAGE> 12
The investment banking firm of MacFarland Dewey & Company, in which
Graham Y. Tanaka, a Director of the Company, is a limited partner, provided
investment banking services to the Company in fiscal year 1995.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the fiscal year ended April 1, 1995, the Board of Directors
held thirteen meetings. Each incumbent Director attended more than 75% of (a)
the total number of meetings of the Board of Directors, except Mr. Sonnenfeldt,
and (b) the total number of meetings of all committees of the Board of
Directors on which he served, except as noted below.
The Board of Directors has an Audit Committee, which held four
meetings in the fiscal year ended April 1, 1995. The Audit Committee is
comprised of Messrs. Paul J. Dunphy, Richard T. Bueschel, Graham Y. Tanaka and
Richard W. Sonnenfeldt. The functions of the Audit Committee are to
participate in the selection and review the findings of independent public
accountants, review internal audit activities, consider accounting policies
selected by management and review internal accounting controls and such other
matters relating to the Company's financial and accounting practices as such
Committee deems appropriate. Mr. Sonnenfeldt attended two meetings and Mr.
Bueschel attended three meetings.
The Board of Directors has a Compensation and Stock Option Committee (the
"Compensation and Stock Option Committee"), comprised of Messrs. Ralph I. Fine,
Paul J. Dunphy and Richard T. Bueschel, which has the responsibility for
approving the compensation arrangements for senior management of the Company.
The Compensation and Stock Option Committee approves the adoption of any
compensation plans in which Officers and Directors of the Company are eligible
to participate, as well as the granting of stock options or other benefits
under such plans and under the Company's 1989 Plan. The Compensation and Stock
Option Committee held seven meetings during the fiscal year ended April 1,
1995.
The Board of Directors has a Nominating Committee comprised of Messrs.
Graham Y. Tanaka, Alvin Lukash, Richard T. Bueschel and Richard W. Sonnenfeldt.
The Nominating Committee has the responsibility for recommending to the Board
of Directors nominees for election to the Board. The Nominating Committee will
not consider nominees recommended by shareholders. The Nominating Committee
held one meeting during fiscal year 1995.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
Pursuant to requirements under federal securities laws, the
Compensation and Stock Option Committee of the Company is required to provide a
report on the compensation and benefits provided to the Company's executive
officers. The following report describes the function and composition of the
Compensation and Stock Option Committee, sets forth the compensation policies
and goals of the Company, and provides a description of how compensation for
executive offices is determined.
11
<PAGE> 13
THE COMPENSATION AND STOCK OPTION COMMITTEE AND STOCK OPTION COMMITTEE
There are three members of the Compensation and Stock Option
Committee, all of whom are outside directors: Ralph I. Fine, Chairman, Paul J.
Dunphy and Richard T. Bueschel. The Compensation and Stock Option Committee
(a) establishes the general compensation policies of the Company; (b) approves
the hiring and firing of all officers, subsidiary and division Presidents and
all staff reporting directly to the Chief Executive Officer of the Company; and
(c) approves the compensation plans and specific compensation levels for all
executive officers, including subsidiary and division Presidents and all staff
reporting directly to the Chief Executive Officer of the Company, except that
the compensation of any employee director is determined by the full Board based
on the recommendation of the Compensation and Stock Option Committee. The
Compensation and Stock Option Committee also serves as the Stock Option
Committee under the Company's 1989 Plan, and as such, approves the issuance of
all options to employees of the Company and its subsidiaries. The Compensation
and Stock Option Committee met a total of seven times during the past fiscal
year.
COMPENSATION POLICIES AND GOALS
The Company's goal is to retain, motivate and reward management of the
Company and its subsidiaries through its compensation policies and awards,
while, at the same time, aligning their interests closely with those of the
Company and its shareholders. The Company seeks to attract and retain
management by offering a competitive total compensation package. While the
Company also believes it is important to the retention of its management that
it provide benefits which accrue to the benefit of, and provide security to,
its management over the long term, such as pension benefits, its financial
results have to date limited its ability to do so. To align the interest of
management more closely with that of the Company as a whole and reward
individual initiative and effort, the Company seeks to promote
performance-based compensation where contribution to the Company as a whole is
rewarded. Through the use of performance-based plans that reward attainment of
subsidiary or Company goals, the Company seeks to foster an attitude of
teamwork. The Company also believes that the use of equity ownership is an
important tool to ensure that the efforts of management are consistent with the
objectives of its shareholders and through the use of stock options seeks to
promote increased ownership by management of the Company.
The Company and the Compensation and Stock Option Committee have tried
to achieve the above goals utilizing publicly available information regarding
competitive compensation. The Compensation and Stock Option Committee retains
an independent consultant to ensure that compensation for the Company's
management is competitive, meets the above stated objectives and is consistent
for all members of management of the Company and its subsidiaries.
12
<PAGE> 14
COMPENSATION COMPONENTS
At present, the compensation of the executive officers of the Company
consists of a combination of salary, cash bonuses, stock options and
participation in the Company's 401(k) plan, as well as the provision of medical
and other personal benefits typically offered to corporate executives. Several
of the executive officers of the Company's subsidiaries are parties to
employment agreements entered into at the time of the Company's purchase of the
subsidiaries. Several other executive officers are parties to agreements with
the Company that provide for severance payments under certain circumstances.
These agreements are described under "Employment Contracts, Termination of
Employment and Change-In-Control Arrangements" for the officers listed in the
Summary Compensation Table.
Salaries: In fiscal 1995, base salaries were fixed based on the Compensation
and Stock Option Committee's assessment of competitive base salaries. For
fiscal 1995, Seth M. Lukash, Chairman, President, Chief Executive Officer and
Chief Operating Officer of the Company earned a base salary of $240,000. After
evaluating base salaries of chief executive officers of companies similar to
the Company and because of the progress made in achieving the Company's
financial and operational objectives, Mr. Lukash's base salary was raised to
$270,000 for the 1996 fiscal year.
Cash Bonuses: The Company maintains an incentive compensation plan for all
salaried employees of the Company and its U.S. subsidiaries, including key
executives, which provides for the payment of cash bonuses. Under the plan, an
incentive target as well as individual goals and objectives, are fixed for each
employee at the beginning of the fiscal year and bonuses are paid at the end of
the year. In order to earn any incentive compensation under the plan, certain
financial goals, principally earnings before interest and taxes, must be met.
The percentage of the incentive target to be paid varies based on the level of
attainment of the financial goals. Assuming that the financial goals are met,
the actual percentage of the incentive target to be paid to each employee is
based on an assessment of the performance of the employee regarding the
individual objectives.
For fiscal 1995, incentive targets ranked in the case of key employees from 20%
to 45%; and the percentage of target to be paid ranged from 50% to 164%.
For fiscal 1995, an incentive plan was instituted for the Company's British
subsidiary, Cash Bases GB Ltd. The plan covered key employees and provided for
payments of between 10% and 15% (in the case of the Managing Director) of base
salary depending on the achievement of certain specified objectives. The
Company has instituted a plan for key employees similar to that for employees
of the Company and its U.S. subsidiaries.
For fiscal 1995, the goals for Mr. Lukash related principally to attaining a
specific level of earnings before interest and taxes. His target bonus was
45%. Mr. Lukash's bonus for fiscal 1995 was approximately 35% which was based
on the percentage of target achieved and the assessment of his performance
regarding individual objectives. For fiscal 1996, Mr. Lukash's target bonus is
50%.
For fiscal 1995, bonuses in varying amounts were paid to all participants in
the plan except employees of Magnetec Corporation, which did not meet its
financial goals.
13
<PAGE> 15
Stock Options: Under the Company's Incentive Stock Option Plan, options are
granted by the Compensation and Stock Option Committee. Under Guidelines
adopted by the Committee in fiscal 1995, eligible employees (certain
classifications of regular full-time employees of the Company and its
subsidiaries who have been determined by the Committee to benefit from an
incentive of equity ownership) are granted an initial award on their date of
hiring for a fixed number of shares depending on the position, which vests over
five years. In each year following the initial award, eligible employees may
be granted an annual award in varying amounts depending on the position and
performance.
In fiscal 1995, a total of 40,500 options were granted to executive officers of
the Company. Seth M. Lukash did not receive any such options. On May 24,
1995, a total of 83,000 options were granted to executive officers of the
Company, of which Mr. Lukash received 25,000.
Other Benefit Plans: Executive officers may participate in the
nondiscriminatory Tridex Corporation 401(k) Retirement Plan. No decisions with
respect to this plan are made by the Compensation and Stock Option Committee.
The Committee strives to assure that the executive compensation serves
the best interests of the shareholders and the Company.
Compensation and Stock Option Committee
Ralph I. Fine, Chairman
Richard T. Bueschel
Paul J. Dunphy
14
<PAGE> 16
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Ralph I. Fine, a member of the Company's Compensation and Stock Option
Committee, has been Secretary of the Company since August, 1985 and until 1992
served as a Director and Secretary of certain of its subsidiaries.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned by the Company
for each of the last three fiscal years to the Company's Chief Executive
Officer and the four most highly compensated executive officers whose
compensation exceeded $100,000.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION (1) AWARDS
-------------------------------------------------------------------------------
STOCK ALL OTHER
NAME AND FISCAL SALARY BONUS OPTIONS (2) COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) (3) (#) ($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Seth M. Lukash 1995 $240,000 $85,750 $ 1,755(4)
Chairman of the Board, 1994 $216,000 35,000 $ 4,065(5)
President, Chief Executive 1993 $180,000 $45,200 15,000 $ 276(6)
Officer and Chief
Operating Officer
Richard L. Cote 1995 $137,500 $34,800 $ 2,184(6)
Senior Vice President and 1994 $118,333 35,000 $ 951
Chief Financial Officer 1993 $ 7,292(7)
S. Scott Kumpf 1995 $136,000 $36,163 5,000 $ 2,253(6)
President, Ithaca 1994 $131,000 $ 1,697
Peripherals Incorporated 1993 $112,000 $38,798 20,000 $ 233
Dennis J. Lewis 1995 $132,000 $38,135 6,500 $ 88,427(8)
President, Ultimate 1994 $132,000 $19,800 $117,632
Technology Corporation 1993 $ 27,846(9) 25,000 $ 39,074
Bart C. Shuldman 1995 $132,043 15,000 $ 1,977(6)
President, Magnetec 1994 $118,422(10) 17,500 $ 919
Corporation 1993 7,500
</TABLE>
______________________________
(1) Neither the Chief Executive Officer nor any of the other executive
officers named in the table received perquisites or other personal
benefits in an amount which exceeded 10% of their salary plus bonus
during fiscal year 1995.
(2) All options were granted under the Company's 1989 Plan, except 25,000
of the shares listed for Mr. Lukash in 1994 were granted under an
option agreement dated on March 30, 1994.
(3) The bonus amounts are payable pursuant to the Company's discretionary
incentive plan described more fully in the Report of the Compensation
and Stock Option Committee of the Board of Directors.
(4) Includes $1,080 of cash bonus which was earned but not paid in fiscal
1993 and $675 of Company contribution under the Company's 401(k) Plan.
(5) Includes $3,240 of cash bonus which was earned but not paid in fiscal
1993 and $825 of Company contribution under the Company's 401(k) Plan.
(6) Consists entirely of Company contributions under the Company's 401(k)
Plan.
(7) Mr. Cote joined the Company in March 1993, four weeks before the end
of fiscal year 1993.
(8) For fiscal years 1995, 1994 and 1993, respectively, includes $87,932,
$117,251 and $39,074 earned under an Employee Performance Compensation
Agreement among Tridex, Ultimate, Mr. Lewis and others. See
"Employment Contracts, Termination of Employment and Change-In-Control
Arrangements." The remainder consists entirely of Company
contributions under the Company's 401(k) Plan.
(9) Mr. Lewis became President of the Company's Ultimate subsidiary when
the Company acquired Ultimate in January 1993, eleven weeks before the
end of the fiscal year 1993.
(10) Mr. Shuldman became President of the Company's Magnetec subsidiary in
July 1993, fifteen weeks after fiscal year 1994 began.
15
<PAGE> 17
OPTION GRANTS IN FISCAL 1995
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rate of Stock
Price Appreciation
Individual Grants for Option Term (1)
- -------------------------------------------------------------------------------------------------------------
Percent of Total
Options Granted Exercise or
Options to Employees in Base Price Expiration
Name Granted (2) Fiscal 1995 ($/share) Date 5% 10%
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
S. Scott Kumpf 5,000 3.9% $7.00 5/26/04 $22,011 $ 55,781
Dennis J. Lewis 6,500 5.1% $7.00 5/26/04 $28,615 $ 72,515
Bart C. Shuldman 15,000 11.8% $7.00 5/26/04 $66,034 $167,343
</TABLE>
___________________________
(1) The potential realizable value portion of the foregoing table
illustrates the value that might be realized upon exercise of the
options immediately prior to the expiration of their term, assuming
the specified compared rates of appreciation on the Company's common
stock shares over the term of the options. This hypothetical value is
based entirely on assumed annual growth rates of 5% and 10% in the
value of the Company's stock price over the term of the options
granted in 1995. The assumed rates of growth were selected by the
Securities and Exchange Commission for illustration purposes only, and
are not intended to predict future stock prices, which will depend
upon market conditions and the Company's future performance and
prospects. These numbers do not take into account provisions of
certain options providing for termination of the option following
termination of employment, non-transferability or vesting over various
periods.
(2) All options were granted under the Company's 1989 Plan. In general,
the exercise price is 100% of the fair market value of the common
stock on the date of grant, expire ten years from the date of grant,
and become exercisable at a rate of 20% per year on the first through
fifth anniversaries of the date of grant. In the event of a
change-in-control, stock options awarded under the 1989 Plan not
previously exercisable and vested shall become fully exercisable and
vested.
AGGREGATED OPTION EXERCISES IN 1995 AND 1995 YEAR-END VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Options At Options At
April 1, 1995 April 1, 1995 ($) (2)
--------------------------------------------------------
Shares
------
Acquired Value
-------- -----
Name On Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Seth M. Lukash 129,250 45,750 $559,338 $ 53,850
Richard L. Cote 7,000 28,000
S. Scott Kumpf 21,000 28,000 $ 68,125 $ 60,125
Dennis J. Lewis 10,000 21,500
Bart C. Shuldman 6,500 33,500
</TABLE>
__________________________
(1) During fiscal year 1995, none of the name executive officers exercised
options to purchase common stock.
(2) The closing price for the Company's common stock as reported by the
American Stock Exchange on March 31, 1995 (the last trading day prior
to April 1, 1995) was $6.00. The Value of Unexercised In-The-Money
Options is calculated on the basis of the difference between the
option price and $6.00 multiplied by the number of shares of common
stock underlying the option.
16
<PAGE> 18
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS.
Under the terms of an Employment Agreement dated June 1, 1995 between
Seth M. Lukash and the Company, Mr. Lukash serves as Chairman and Chief
Executive Officer at the pleasure of the Board of Directors. If Mr. Lukash's
employment is terminated other than for cause or in connection with a change in
control of the Company, Mr. Lukash shall be entitled to continue to receive
his annual base salary and group insurance benefits, but no bonuses or other
benefits, for a period of eighteen months. Under the terms of a Severance
Agreement with the Company, if Mr. Lukash's employment is terminated, other
than for cause, within one year of a change in control of the Company, the
Company shall pay Mr. Lukash an amount in cash equal to three times Mr.
Lukash's annual base salary and bonus for the immediately preceding year. In
addition, under the terms of the Severance Agreement Mr. Lukash shall be
entitled to receive an amount in cash equal to the difference between the
market price of the Company's common stock and the exercise price of any
exercisable options to purchase shares of the Company's common stock then held
by Mr. Lukash. The Severance Agreement also requires the Company to continue
Mr. Lukash's medical, life and disability insurance at the Company's expense
for a period of one year.
Under the terms of a Severance Agreement with the Company, if Richard L.
Cote's employment is terminated, other than for cause, within one year of a
change in control of the Company, the Company shall pay an amount in cash equal
to two times Mr. Cote's annual base salary and bonus for the immediately
preceding year.
Under the terms of an Employment and Noncompetition Agreement with
Ultimate, if Dennis L. Lewis' employment is terminated, other than for cause,
Mr. Lewis shall be entitled to receive, for three months following the date of
termination, the salary and benefits which would otherwise have been payable to
him. In connection with the Company's acquisition of Ultimate, the Company,
Ultimate, Mr. Lewis and other employees who were shareholders of Ultimate prior
to the acquisition entered into an Employee Performance Compensation Agreement.
Under that agreement, Mr. Lewis is entitled to receive, for each fiscal year
through fiscal year 1998, a percentage of Ultimate's adjusted operating profit
(as defined in the agreement) above stated threshold amounts. If Mr. Lewis'
employment with Ultimate is terminated other than by him or for cause, the
agreement provides for a final payment, after completion of the then current
fiscal year, prorated for the period of Mr. Lewis' employment during such year
prior to termination.
Under the terms of a letter agreement with Magnetec Corporation, if Bart
C. Shuldman's employment is terminated, other than for cause, Mr. Shuldman
shall be entitled to receive an amount in cash equal to one half of Mr.
Shuldman's annual salary.
COMPENSATION OF DIRECTORS
During the 1995 fiscal year, each outside Director of the Company
received as compensation for services rendered and expenses incurred (a) $2,000
for each fiscal quarter served as Director, (b) $750 for each Board of
Directors' meeting attended ($500 for each Board of Directors meeting prior to
November 11, 1994) and (c) $300 for each Board of Directors' Committee meeting
attended. Directors receive $250 for each telephonic meeting, and Chairmen of
Committees receive $600 for each committee meeting. The Corporate Secretary
received a fee of $1,750 for each quarter.
In connection with the retirement of Alvin Lukash and Ralph I. Fine
from the Board of Directors, on June 19, 1995 the Board of Directors voted to
amend the option agreement dated
17
<PAGE> 19
March 30, 1994 between the Company and each of the current Directors. The
option agreements provide that if a Director ceases to serve, options cease to
vest for any additional shares and the retiring Director will be required to
exercise his vested options, if at all, within 90 days of ceasing to serve as a
Director. The amendment, which was adopted for all current directors other
than Seth M. Lukash, permits the Board of Directors to waive those provisions,
and the Board voted to waive them with respect to Mr. Alvin Lukash and
Mr. Fine, so that their options under the March 30, 1994 agreements will
continue to vest and remain exercisable as described in the footnotes under
"Security Ownership of Certain Beneficial Owners and Management."
CORPORATE PERFORMANCE GRAPH
The following graph reflects a comparison of the cumulative total
return of the Company's common shares from April 1, 1990 through April 1, 1995
with the AMEX Market Value Index and the AMEX High Technology Index. The graph
assumes that $100 was invested on April 1, 1990 in each of the Company's Common
Shares, the AMEX Market Value Index and the AMEX High Technology Index and that
all dividends were reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG TRIDEX CORPORATION THE
AMEX MARKET VALUE INDEX AND THE AMEX HIGH TECHNOLOGY INDEX
[GRAPH]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
TRIDEX CORPORATION $100.00 $ 31.03 $162.07 $224.14 $193.10 $165.52
AMEX MARKET VALUE INDEX 100.00 99.30 109.20 117.05 122.49 128.27
AMEX HIGH TECHNOLOGY INDEX 100.00 122.36 146.28 126.22 138.92 145.87
</TABLE>
18
<PAGE> 20
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
At the Annual Meeting, approval and ratification of the Board of
Directors' selection of Price Waterhouse LLP as independent public accountants
to perform the audit of the financial statements of the Company and its
subsidiaries for the fiscal year ending March 30, 1996 will be considered. The
Board of Directors urges the approval of Price Waterhouse LLP. Proxies
solicited by the Company will be voted "FOR" this approval unless shareholders
specify a contrary choice in their proxies. Representatives of the firm of
Price Waterhouse LLP are expected to be present at the Annual Meeting to respond
to appropriate questions and will have the opportunity to make a statement if
they so desire.
SECURITY HOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Shareholder proposals for inclusion in the 1996 Proxy Statement and
form of proxy for the Annual Meeting of Shareholders to be held in 1996 must be
received by the Secretary of the Company on or before March 30, 1996. If the
date of the next Annual Meeting is subsequently advanced by more than thirty
calendar days or delayed by more than ninety calendar days from the date such
meeting is scheduled to be held under the Company's By-laws, the Company will
inform shareholders of such change and the date by which proposals of
shareholders must be received. It is suggested that such proposals be sent by
Certified Mail-Return Receipt Requested.
19
<PAGE> 21
ANNUAL REPORT
A COPY OF THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES
THERETO, WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER UPON WRITTEN
REQUEST. REQUESTS SHOULD BE ADDRESSED TO: TRIDEX CORPORATION, SHAREHOLDER
RELATIONS DEPARTMENT, 61 WILTON ROAD, WESTPORT, CONNECTICUT 06880.
GENERAL
The accompanying proxy will be voted as specified thereon. Unless
otherwise specified, proxies will be voted for the slate of Directors nominated
by management as set forth in this Proxy Statement, and for each of the other
matters to be presented to the shareholders at the Annual Meeting as set forth
in this Proxy Statement. A majority of the votes cast is required for the
approval of the proposals to be considered by the shareholders at the Annual
Meeting. Abstentions are treated as present and entitled to vote and therefore
have the effect of a vote against a matter. A broker non-vote on a matter is
considered not entitled to vote on the matter and is not counted in determining
whether a matter requiring approval of a majority of the shares present and
entitled to vote has been approved.
The Board of Directors is not aware of any matter which is to be
presented for action at the Annual Meeting other than the matters set forth
herein. Should any other matter requiring a vote of the shareholders arise, the
proxies confer upon the Proxy Committee the authority to vote in respect of any
such other matter in accordance with the recommendation of management.
The cost of preparing, assembling and mailing this proxy material will
be borne by the Company. The Company may solicit proxies otherwise than by use
of the mail, in that certain officers and regular employees of the Company,
without additional compensation, may use their personal efforts, by telephone or
otherwise, to obtain proxies. The Company will also request persons, firms and
corporations holding shares in their names, or owned by others, to send this
proxy material to and obtain proxies from such beneficial owners and will
reimburse such holders for their reasonable expenses in doing so.
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE. PROMPT
RESPONSE IS HELPFUL AND YOUR COOPERATION IS APPRECIATED.
July 28, 1995
20
<PAGE> 22
TRIDEX CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD, TUESDAY, SEPTEMBER 19, 1995
This proxy is solicited on behalf of the Board of Directors of Tridex
Corporation
The undersigned shareholder of Tridex Corporation, Westport, Connecticut,
does hereby nominate, constitute and appoint Seth M. Lukash and Paul J.
Dunphy, or either of them, with full power to act alone, my true and lawful
attorney with full power of substition, for me and in my name, place and stead
to vote all of the Common Stock of Tridex Corporation standing in my name on
its books on August 1, 1995, at the Annual Meeting of its shareholders to be
held at the Westport Inn, 1959 Post Road East, Westport, Connecticut, on
Tuesday, September 19, 1995 at 10:00 a.m., or at any adjournment thereof, with
all powers the undersigned would posses if personally present as follows:
(TO BE SIGNED ON REVERSE SIDE)
X Please mark your votes as in this example.
1. ELECTION OF DIRECTORS: _____ _____
FOR AGAINST
NOMINEES: Seth M. Lukash
Graham Y. Tanaka
/ / Richard T. Bueschel
Paul J. Dunphy
Richard W. Sonnenfeldt
C. Alan Peyser
Thomas R. Schwarz
For, except vote withheld from the following nominee(s):
________________________________________________________________
2. APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
A proposal to approve and ratify the selection of Price
Waterhouse LLP as independent public accounts of Tridex
Corporation for the fiscal year ending March 30, 1996.
_______ _______ _______
FOR AGAINST ABSTAIN
3. In their discretion, Seth M. Lukash and Paul J. Dunphy, or either of them
are authorized to vote upon such other business as may properly come before
the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED FOR THE UNDERSIGNED AS
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
SIGNATURES: _____________ DATE: _____ SIGNATURES: ____________ DATE: _____
NOTE: Please sign exactly as name appears on the mailing label. When shares
are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If signing on behalf of a corporation, please sign the full corporate name by
president or other authorized officer. If signing on behalf of a partnership,
please sign the partnership name by authorized person.
