<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement |_| Confidential, for use of
the Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LCS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
LCS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(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 transactions 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:
- --------------------------------------------------------------------------------
|_| 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.: Schedule 14A
- --------------------------------------------------------------------------------
(3) Filing Party: LCS Industries, Inc.
- --------------------------------------------------------------------------------
(4) Date filed:
December 15, 1995
- --------------------------------------------------------------------------------
<PAGE>
LCS INDUSTRIES, INC.
120 Brighton Road
Clifton, New Jersey 07012-1694
December XX, 1995
Dear Stockholder:
You are invited to attend the 1996 Annual Meeting to be held on January
23, 1996 in Weehawken, New Jersey.
Information about the Annual Meeting, including a listing and discussion
of the matters on which the stockholders of the Company will act, is set forth
in the accompanying Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend the meeting, you can be assured your
shares are represented at the meeting by promptly completing, signing, dating
and returning your proxy form in the enclosed envelope.
Cordially,
Arnold J. Scheine,
President
<PAGE>
LCS INDUSTRIES, INC.
120 Brighton Road
Clifton, New Jersey 07012-1694
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of LCS Industries, Inc.:
The Annual Meeting of Stockholders of LCS Industries, Inc. (the "Company") will
be held at the offices of the Company's subsidiary, The SpeciaLISTS Ltd.,
located at 1200 Harbor Boulevard, Weehawken, New Jersey, on Tuesday, January 23,
1996 at 10:00 a.m., Eastern Standard Time, for the following purposes:
1. To elect one Director to hold office until the Annual Meeting of
Stockholders in 1999 and until his successor shall be elected and shall
qualify;
2. To ratify the appointment of Deloitte & Touche LLP to serve as the
Company's independent certified public accountants for the fiscal year
ending September 30, 1996;
3. To approve an amendment of the Company's Restated Certificate of
Incorporation to provide for an increase in the number of authorized
shares of Common Stock, par value $.01;
4. To approve an amendment of the Company's Non-Employee Stock Option Plan
to provide for the adjustment of Awards granted under the Plan for
increases or decreases in the number of shares of Common Stock, par
value $.01, issued due to a subdivision, recapitalization, consolidation
or the payment of stock splits and stock dividends, in the form annexed
hereto as Exhibit A; and
5. To consider and act upon such other and further business as may properly
come before the Meeting or any adjournments thereof.
Only stockholders of record as of the close of business on December 15, 1995
holding certificates reflecting the two-for-one reclassification of the
Company's Common Stock effective June 1, 1983, are entitled to notice of, and to
vote at, the Meeting.
Marvin Cohen
Secretary
December XX, 1995
<PAGE>
LCS INDUSTRIES, INC.
120 Brighton Road
Clifton, New Jersey 07012-1694
December XX, 1995
PROXY STATEMENT
FOR THE 1996 ANNUAL MEETING OF STOCKHOLDERS
The Board of Directors (the "Board") of LCS Industries, Inc. (the
"Company") solicits your proxy for use at the 1996 Annual Meeting of
Stockholders (the "Meeting") and any adjournment or adjournments thereof. The
approximate date on which this Proxy Statement is first being sent to the
stockholders is December 26, 1995. If a stockholder specifies on the proxy form
a choice with respect to the proposals hereinafter set forth, the stock will be
voted accordingly. In the absence of specific instructions, proxies will be
voted (i) FOR the election of the one proposed Director recommended by the Board
(Proposal 1), (ii) FOR the proposal to ratify the selection of Deloitte & Touche
LLP by the Board as independent certified public accountants for the Company for
the 1996 fiscal year (Proposal 2), (iii) FOR the proposal to amend the Company's
Restated Certificate of Incorporation to provide for an increase in the number
of authorized shares of Common Stock, par value $.01, and (iv) FOR the proposal
to amend the Company's Non-Employee Stock Option Plan to provide for the
adjustment of Awards granted under the Plan for increases or decreases in the
number of shares of Common Stock, par value $.01, issued due to stock splits and
stock dividends, in the form annexed hereto as Exhibit A.
Only stockholders of record at the close of business on December 15, 1995
are entitled to vote at the Meeting, provided, that in connection with a
two-for-one reclassification provided for in the Restated Certificate of
Incorporation adopted by the stockholders on May 24, 1983, stockholders who had
not exchanged their old certificates for certificates representing reclassified
shares as of the record date are not entitled to vote their shares at the
Meeting. A list of stockholders of the Company entitled to vote at the Meeting
may be examined by any stockholder for any purpose germane to the Meeting during
ordinary business hours on or after December 22, 1995, at the offices of The
SpeciaLISTS Ltd. located at 1200 Harbor Boulevard, Weehawken, New Jersey. Of the
actions proposed to be taken at the Meeting by a vote of the stockholders, the
election of the Director will require the approval of a plurality of the votes
cast, the ratification of the selection of independent certified public
accountants and the amendment of the Non-Employee Stock Option Plan will require
the approval of a majority of shares present in person or represented by proxy
at the Meeting and entitled to vote, and the amendment of the Restated
Certificate of Incorporation will require the approval of a majority of the
outstanding shares entitled to vote at the Meeting. At the close of business on
December 1, 1995, there were outstanding 4,213,548 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), of which the
holders of 4,175,602 shares are entitled to vote at the Meeting. Each share of
Common Stock entitled to vote at the Meeting is entitled to one vote. The Common
Stock is the only issued and outstanding voting security of the Company.
In addition to the use of the mails, the solicitation of proxies may be
made in person or by telephone, telecopy or telegraph by officers or regular
employees of the Company or its subsidiaries, none of whom will receive any
additional remuneration therefor. The costs of solicitation will be borne by the
Company, and the Company will reimburse brokerage houses, banks, custodians,
nominees and fiduciaries for forwarding proxy material to beneficial owners of
stock. Proxies are revocable at any time prior to the voting at the Meeting. The
right to revoke a proxy prior to its use is not subject to any limitation or
condition.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, to the knowledge of the Company, certain
information regarding the beneficial ownership of the Company's Common Stock as
of November 30, 1995 (except as otherwise noted in footnotes (5) and (6) to such
table): (i) by each person or group known by the Company to own beneficially
more than five percent of the Company's Common Stock; (ii) by each Director of
the Company; (iii) by each of the five most highly compensated executive
officers and other significant employees (the "named executive officers") of the
Company during the fiscal year ended September 30, 1995; and (iv) by all
officers, Directors and all other significant employees of the Company as a
group.
Number of Percent
Name and Address(1) Shares(2) of Class
- ------------------- --------- --------
Arnold J. Scheine
120 Brighton Road
Clifton, New Jersey 07012 797,270(3) 17.6%
Marvin Cohen
120 Brighton Road
Clifton, New Jersey 07012 542,360(4) 12.5%
Heartland Advisors, Inc.
William J. Nasgovitz, President
790 North Milwaukee Street
Milwaukee, Wisconsin 53202 896,000(5) 21.3%
Heartland Group, Inc.
William J. Nasgovitz, President
790 North Milwaukee Street
Milwaukee, Wisconsin 53202 418,500(6) 9.9%
Bernard Ouziel
120 Brighton Road
Clifton, New Jersey 07012 83,600 2.0%
Joseph R. Barbaro
1140 Avenue of the Americas
New York, NY 10036 2,000 0.0%
Gerald A. King
100 Enterprise Place
Dover, Delaware 19901 292,298 6.9%
Lon Mandel
1200 Harbor Boulevard
Weehawken, New Jersey 07087 22,756 0.5%
-2-
<PAGE>
Number of Percent
Name and Address(1) Shares(2) of Class
- ------------------- --------- --------
Phyllis Stein
1200 Harbor Boulevard
Weehawken, New Jersey 07087 16,688 0.4%
William Rella
120 Brighton Road
Clifton, New Jersey 07012 132,144 3.1%
All officers, Directors and
other significant employees
as a group (13 persons) 1,973,104 40.8%
- --------------
(1) Unless otherwise indicated, the named beneficial owner possesses sole
voting and dispositive power with respect to the shares.
(2) Assumes exercise of incentive stock options presently outstanding and
exercisable within 60 days as follows: Mr. Scheine - 314,000; Mr. Cohen -
124,000; Mr. Ouziel - 48,400; Mr. Mandel - 11,000; Ms. Stein - 5,500; Mr.
Rella - 88,000; all officers, Directors and other significant employees,
as a group 618,300.
(3) Includes 7,330 shares of Common Stock owned of record and beneficially by
Mr. Scheine's wife as to which shares he disclaims beneficial ownership.
(4) Includes 2,200 shares of Common Stock owned of record and beneficially by
Mr. Cohen's wife as to which shares he disclaims beneficial ownership.
(5) Based on Schedule 13G dated October 9, 1995, sole voting power with
respect to 132,600 shares and sole dispositive power with respect to
896,000 shares.
(6) Based on Schedule 13G dated October 9, 1995, sole voting power with
respect to 418,500 shares.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors is composed of four members. The Restated
Certificate of Incorporation and By-laws of the Company divide the Board into
three classes, as nearly equal in size as possible, with one class of Directors
elected each year for a three-year term. It is intended that the shares of stock
represented by the proxies will, unless such authority is withheld, be voted in
favor of the following person as a Class I Director of the Company, to hold
office until the Annual Meeting of Stockholders in 1999 and until his successor
shall be elected and shall qualify:
Joseph R. Barbaro - age 50. Partner in the accounting firm of Phillips
Gold and Company, LLP since 1977.
THE BOARD RECOMMENDS A
VOTE FOR THE NOMINEE NAMED ABOVE
-3-
<PAGE>
The terms of office of the following Directors will continue beyond the
Meeting:
Arnold J. Scheine - age 57 - President and a Director since 1969. Mr.
Scheine's term will expire in 1998.
Marvin Cohen - age 61 - Senior Vice President and Secretary since 1981
and a Director since 1969. Mr. Cohen's term will expire in 1998.
Bernard Ouziel - age 57 - a Director since 1983; Mr. Ouziel has been a
practicing attorney in private practice for more than the past 5 years. Mr.
Ouziel's term will expire in 1997.
Mr. Ouziel performed legal services for the Company during the fiscal
year ended September 30, 1995 and was paid therefor the aggregate sum of $6,525.
The firm of Phillips Gold and Company, LLP, of which Mr. Barbaro is a partner,
performed accounting, tax and other consulting services during the fiscal year
ended September 30, 1995 and was paid therefor the aggregate sum of $157,042.
There are no family relationships between or among any Directors,
executive officers or other significant employees of the Company.
Committees and Meetings of the Board
- ------------------------------------
The business and affairs of the Company are managed under the direction
of the Board of Directors. The Board has responsibility for establishing broad
corporate policies and for the overall performance of the Company rather than
day-to-day operating details. Members of the Board are kept informed of the
Company's business by various reports and documents sent to them each month, as
well as by reports presented at meetings of the Board and its committees by
officers and employees of the Company and its subsidiaries. During fiscal 1995,
the Board met ten times (including actions by unanimous written consent). All
the Directors attended all of the meetings of the Board and each committee on
which he sat during such year. During Fiscal 1995, the Board had five
committees: the Audit Committee, the Compensation Committee, the Stock Option
Committee, which administers the 1983 and 1993 Incentive Stock Option Plans (the
"ISO Plans"), the 1994 Employee Stock Purchase Plan Committee and the 1993
Non-Employee Directors Stock Option Committee. Mr. Ouziel was the sole member of
the Audit and Compensation Committees, Messrs. Ouziel, as chairman, and Gray
(whose term will expire at the Meeting) were members of the Stock Option
Committee, Messrs. Scheine, as chairman, and Ouziel were members of the 1994
Employee Stock Purchase Plan Committee and Messrs. Scheine, as chairman, and
Cohen were members of the 1993 Non-Employee Directors Stock Option Committee.
The Audit Committee, which met once during fiscal 1995, generally, reviews the
scope and procedures of the audit activities of the independent accountants and
reports on their examinations. It also reviews reports from the Company's
financial management and independent accountants on compliance with corporate
policies and the adequacy of the Company's internal accounting controls. The
Compensation Committee, administers and reviews the compensation of senior
management. During Fiscal 1995, the 1994 Employee Stock Purchase Plan Committee
met one time, the Incentive Stock Option Committee met seven times and the 1993
Non-Employee Directors Stock Option Plan Committee met one time.
-4-
<PAGE>
Compensation of Directors
- -------------------------
Each director who is not an officer of the Company receives a $5,000
annual director's fee and a $500 fee for each meeting he attends. Directors who
are officers of the Company do not receive additional compensation for service
as directors. In addition, pursuant to the terms of the Company's 1993
Non-Employee Directors Stock Option Plan, on the fifth business day following
the public release of the Company's annual earnings for any fiscal year in which
the sales and net income per share of Common Stock increases by more than 5%
over the prior fiscal year, each non-officer director shall be granted a
non-qualified option to purchase 5,000 shares of the Company's common Stock.
Each such option shall be exercisable pro rata over the five year period
following, and shall have an exercise price per share equal to the fair market
value of the Common Stock on, the date of grant. Based on 1995's results,
options covering 10,000 shares are issuable.
REPORT OF THE COMPENSATION COMMITTEE
In order to attract, retain and motivate executives who will contribute
to the Company's success, the Company's executive compensation philosophy is to
provide competitive pay for the competitive performance and superior pay for
superior performance.
To create a structure of compensation that achieves these critical goals,
the Compensation Committee relies on:
- A performance review system that provides a forum for dialogue
and relates salary increases to competitive conditions and
bonuses to performance.
- A program for providing long-term incentive opportunities in
the form of stock options that relate executive awards
directly and solely to stockholder gains.
The Compensation Program in General
- -----------------------------------
The Company's executive pay program is made up of the following elements:
Base Salary. Salaries of the named executive officers are listed in the
Summary Compensation Table. The following considerations are used in determining
the appropriate salary level: (a) their experience; (b) their level of
responsibility for corporate results and functions; and (c) external pay
practices.
Bonuses. Bonuses paid to the named executive officers are also listed in
the Summary Compensation Table. The following considerations are used in
determining the appropriate bonuses: (a) the individual's performance and
contribution to the Company's goals; and (b) the overall profitability of the
Company.
Stock Options. Stock options encourage and reward effective management
and employee performance resulting in long-term corporate financial success, as
measured by stock price appreciation. Stock options only have value to the
recipient if the price of the Company's stock appreciates in value from the date
the stock options are granted, a benefit in which the Company's stockholders
participate as well.
Sincerely,
Bernard Ouziel, Chairman
-5-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for the fiscal years indicated, the cash
and other compensation provided by the Company and its subsidiaries to each of
the names executive officers of the Company in all capacities in which they
served.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Long Term All Other
Annual Compensation Compensation Compensation
------------------- ------------ -------------
- ----------------------------------------------------------------------------------------------------------------------------
Other Awards
Fiscal Salary Bonus Compensation Options
Name Year ($) ($) ($) (#)1,2 ($)3
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ARNOLD J. SCHEINE 1995 356,776 330,500 0 226,000 15,352
President & Chief 1994 309,518 0 0 44,000 15,332
Executive Officer 1993 275,264 33,000 0 110,000 12,052
MARVIN COHEN 1995 242,464 124,650 0 75,000 15,950
Senior Vice President & 1994 217,509 0 0 11,000 16,003
Secretary 1993 205,626 10,000 0 22,000 9,814
WILLIAM RELLA 1995 240,000 437,500 0 80,000 14,679
President-Fulfillment 1994 240,000 34,485 0 0 14,679
Services 1993 345,690 134,080 0 220,000 3,670
LON MANDEL 1995 180,000 503,251 0 0 2,310
President and CEO, 1994 190,000 420,292 0 11,000 2,790
The SpeciaLISTS Ltd. 1993 200,000 292,420 0 0 2,072
PHYLLIS STEIN 1995 157,850 227,940 0 0 1,985
President-List Brokerage 1994 146,534 172,493 0 5,500 2,662
The SpeciaLISTS Ltd. 1993 127,618 104,930 0 0 2,227
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------
1 The Company does not grant SARs. All options granted were incentive or
non-qualified stock options.
2 Stock options for the 1995, 1994 and 1993 fiscal years have been
adjusted, where appropriate, to give effect to the 10% stock dividend
paid in January, 1995 and the 2 for 1 stock split paid as a 100% stock
dividend on October 24, 1995.
3 Consists of (i) with the exception of Mr. Rella, the Company's matching
contribution to the Company's 401(k) Plan and (ii) as to Messrs. Scheine,
Cohen and Rella, the total premiums on split-dollar insurance policies
during such fiscal year.
-6-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
Stock Option Grants
- -------------------
The following table sets forth information concerning incentive stock
options granted during the Company's last fiscal year under the Company's ISO
Plans and non-qualified options granted during such fiscal year to the named
executive officers. No options were granted during such fiscal year to Mr.
Mandel or Ms. Stein.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value
At Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
- ----------------------------------------------------------------------------------------------------------------------------
% of Total
Options
Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Arnold J. Scheine 50,000 10 5.75 02/06/05 180,800 458,200
176,000 35 16.845 09/06/00 819,104 1,823,360
Marvin Cohen 25,000 5 5.75 02/06/05 90,400 229,100
50,000 10 16.845 09/06/00 232,700 518,000
William Rella 80,000 16 13.75 09/15/05 691,760 1,753,120
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Stock Options Exercises and Holdings
- ------------------------------------
The following table sets forth information concerning stock options
exercised during the last fiscal and stock options held as of the end of the
last fiscal year by the named executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTIONS VALUES
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at at
FY-End (#) FY-End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arnold J. Scheine 20,000 63,000 314,000/176,000 3,932,350
Marvin Cohen 0 N/A 113,000/ 50,000 1,408,035
William Rella 32,000 624,250 132,000/128,000 2,937,530
Lon Mandel 5,500 149,875 11,000 140,250
Phyllis Stein 5,500 152,625 5,500 70,125
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
-7-
<PAGE>
The 1983 and 1993 Incentive Stock Option Plans
- ----------------------------------------------
The Company's 1983 ISO Plan expired on May 24, 1993, and the Company's
1993 ISO Plan was adopted by the stockholders of the Company in February 1993 to
replace it. Both ISO Plans are "qualified" plans under section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). Under the 1983 ISO
options for 164,767 shares were exercised during the period ended December 1,
1994 and 521,900 were outstanding as of December 1, 1995. The 1993 ISO Plan
authorizes the granting of options to purchase up to 2,200,000 shares of Common
Stock until November 3, 2002. As of December 1, 1995, options to purchase an
aggregate of 406,600 shares of Common Stock had been granted under the 1993 ISO
Plan and 661,198 options were outstanding. During the period ended December 1,
1995, 11,639 shares had been exercised.
401 (k) Retirement Savings Plan
- -------------------------------
During fiscal 1991, the Company established the LCS Industries Inc.,
Employee Retirement Savings Plan (the "401(k) Plan"). The 401(k) Plan allows
employees of the Company to defer a portion of their compensation on a pre-tax
basis through contributions to the 401(k) Plan. The Company provided a matching
contribution to a maximum of 25% of the employee's first 6% contributed. The
Company's matching contribution to the 401(k) Plan amounted to $154,000 during
the 1995 fiscal year. The Company may also make a discretionary contribution to
the 401(k) Plan. In the fiscal year ended September 30, 1995, no discretionary
contributions were made to the 401(k) Plan.
1994 Employee Stock Purchase Plan
- ---------------------------------
At the annual meeting of stockholders in March 1994, the 1994 Employee
Stock Purchase Plan was adopted. The Plan provides eligible employees of the
Company and its subsidiaries the opportunity to acquire up to 300,000 shares of
Common Stock. Purchases are made on a monthly basis through payroll deductions
of from 1% to 10% eligible compensation. Shares are offered at a 15% discount
from the closing price on the last trading date of each month with no brokerage
commissions. During the fiscal year ended September 30, 1995, 13,552 shares were
purchased.
-8-
<PAGE>
Company Performance
- -------------------
The table below compares for each of the last five fiscal years the
cumulative total return of the Company, the NASDAQ Stock Market-US and a peer
group (20 companies) comprising companies within SIC code 7374. The cumulative
total returns of Company Common Stock and the two comparative indices assume
$100 invested in each on September 30, 1990 and also assume reinvestment of
dividends.
Year Ended September 30,
1990 1991 1992 1993 1994 1995
----- ----- ----- ----- ----- -----
LCS Industries, Inc. 100 157 191 224 254 1,262
Peer Group 100 135 180 229 265 340
NASDAQ Stock Market - U.S. 100 157 176 231 233 321
-9-
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board recommends that the stockholders ratify its selection of
Deloitte & Touche LLP, independent certified public accountants, to audit the
accounts of the Company for fiscal year 1996. Deloitte & Touche LLP has audited
the accounts of the Company beginning with the fiscal year ended September 30,
1986. A representative of Deloitte & Touche LLP will be present at the Meeting,
will have the opportunity to make a statement if he desires to do so and will be
available to respond to appropriate questions raised at the Meeting. In the
event that the stockholders do not ratify the selection of Deloitte & Touche
LLP, the Board will reconsider the appointment.
PROPOSAL 3
INCREASE IN AUTHORIZED SHARES
The Restated Certificate of Incorporation of the Company has provided
since 1983 that the maximum number of shares which the Company is authorized to
issue is six million (6,000,000) shares of Common Stock, par value $.01, and one
million (1,000,000) shares of Preferred Stock, par value $.01. As of December 1,
1995, after giving effect to the October 1995 two for one stock split in the
form of a 100% stock dividend, 4,213,548 shares of Common Stock and no shares of
Preferred Stock were issued and outstanding and an additional 187,766 shares of
Common Stock were issued and held as Treasury shares. In addition, as of such
date, options were outstanding pursuant to which the Company may be called upon
to issue 1,343,098 additional shares of Common Stock, 195,096 shares of Common
Stock were reserved for issuance for a portion of the deferred purchase price of
an acquired business and 284,062 shares were purchasable by participants in the
1994 Employee Stock Purchase Plan. Assuming all of these potential requirements
actually occur, the number of shares of Common Stock required to be issued would
exceed the currently authorized number of shares by 35,804 (assuming the full
use of Treasury shares). If the proposal to increase the number of authorized
shares of Common Stock is not approved by the stockholders, the Company may be
required to acquire shares of its Common Stock in the public market place to
satisfy its existing obligations.
Management believes that increasing the number of authorized shares of
Common Stock of the Company for the first time in thirteen years will provide
needed flexibility with respect to the possible future declaration of stock
dividends and stock splits, acquisitions and other programs. On December 14,
1995, the Board of Directors voted to recommend that the stockholders of the
Company amend the Restated Certificate of Incorporation of the Company in order
to increase the number of authorized shares of Common Stock by nine million
(9,000,000) shares from six million (6,000,000) shares, par value $.01, to
fifteen million (15,000,000) shares, par value $.01. While the Company has no
present plans to issue any shares of additional Common Stock authorized by this
proposal, except as described in the preceeding paragraph, the actual issuance
of such shares in the future may have a dilutive effect upon the ownership
interests of the Company's current stockholders and could make it more difficult
to effectuate a change in control of the Company. Under applicable provisions of
the Delaware General Corporation Law, the approval of the stockholders of the
Company is necessary in order to amend the Company's Restated Certificate of
Incorporation.
This proposal requires the affirmative vote of a majority of the
outstanding shares entitled to vote at the meeting.
-10-
<PAGE>
Management recommends a vote FOR its proposal that the stockholders of
the Company approve an amendment to the Company's authorized shares of Common
Stock, par value $.01, from six million (6,000,000) authorized shares to fifteen
million (15,000,000) authorized shares. This proposal would not affect the
number of authorized shares of Preferred Stock, which would remain at one
million (1,000,000) shares.
PROPOSAL 4
The 1993 Non-Employee Stock Option Plan currently provides for the
granting of options for 5,000 shares of the Company's Common Stock, $.01 par
value, each year provided certain operating results, as defined, are attained by
the Company. There is no provision for the adjustment of these grants in the
event of a subdivision, recapitalization or consolidation of the shares of the
Company's Common Stock or the payment of stock dividends and stock splits. By
not adjusting grants under the Plan for the events described above, the relative
value of such grants is not effected by those events. During fiscal 1995, the
Company paid a 10% stock dividend in January, 1995 and paid a 2 for 1 stock
split as a 100% dividend on October 24, 1995.
Management believes that adjusting the grants provided for under the
Plan for the events described above will result in the value of such grants
remaining proportionate to other holders of the Company's Common Stock.
This proposal requires the affirmative vote of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote.
ANNUAL REPORT TO STOCKHOLDERS
The annual report to stockholders concerning the operations of the
Company for the fiscal year ended September 30, 1995, including financial
statements for that year, accompanies this proxy statement. Such report is not
to be treated as part of these proxy soliciting materials. The Company will
provide to each stockholder, on written request addressed to the Director of
Investor Relations, a copy of the Company's most recent Annual Report on Form
10-K as filed with the Securities and Exchange Commission including the
financial statements and schedules thereto.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities exchange Act of 1934 requires the
Company's executive officers and directors and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc. Executive officers,
directors and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to the
Company and any written representations from certain reporting persons that no
Forms 5 were required for those persons, the Company believes that during fiscal
1995 all filing requirements applicable to its executive officers, directors and
greater than 10% beneficial owners were complied with.
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OTHER MATTERS
The Board does not intend to bring any other matters before the Meeting
and, at the time of filing this Proxy Statement with the Securities and Exchange
Commission, is not aware that any other matters are to be presented for action
at the Meeting by others. If Mr. Barbaro is unavailable for election as
Director, or if any other matters properly come before the Meeting, it is
intended that the shares represented by proxies will be voted with respect
thereto in accordance with the judgment of the person or persons voting the
proxies.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the Company's proxy material
relating to its 1997 Annual Meeting of Stockholders must be received by the
Company no later than September 27, 1996. Any such proposal must comply with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934.
Proposals should be addressed to: Secretary of the Company, 120 Brighton
Road, Clifton, New Jersey 07012-1694.
By Order of the Board of Directors
Marvin Cohen
Secretary
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EXHIBIT A
LCS INDUSTRIES, INC.
1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. Purposes. The purposes of the 1993 Non-Employee Directors Stock Option
Plan (the "Plan") of LCS Industries, Inc., a Delaware corporation (the
"Company"), are to enable the Company to attract and retain independent
directors and to provide such directors with additional incentives to
promote the interests of the Company and its stockholders.
2. Definitions. For purposes of the Plan, the following terms shall be
defined as set forth below:
a. "Award" means Stock Options granted to eligible Non-Employee
Directors of the Company.
b. "Board" means the Board of Directors of the Company.
c. "Code" means the Internal Revenue Code of 1986, as amended.
d. "Committee" means the Committee referred to in Section 3 of the
Plan. If at any time no Committee shall be in office, then the
functions of the Committee specified in the Plan shall be
exercised by those members of the Board who are not eligible to
participate in the Plan.
e. "Company" means LCS Industries, Inc., a corporation organized
under the laws of the State of Delaware (or any successor
corporation).
f. "Disability" means a permanent and total disability as determined
under the Company's long-term disability program or if no such
program has been adopted, for purposes of the Plan, "Disability"
shall mean the purposes of the Plan, "Disability" shall mean the
continuous absence of a director for 187 consecutive days or more
due to physical or mental illness or incapacity.
g. "Fair Market Value" means the value of a share of Common Stock on
a particular date, determined as follows: (I) if the Common Stock
is listed on such a date on one or more national securities
exchanges or is quoted on NASDAQ, the last reported sales price of
a share of Common Stock on such date as recorded on the composite
tape system, or, is such system does not cover the Common Stock,
the last reported sale price of a share of Common Stock on such
date on the principal national securities exchange on which the
Common Stock is listed, or if the Common Stock is not listed on
any national securities exchange on such date, the last reported
sale price of a share of Common Stock on such data as reported by
NASDAQ, or, if no sale of Common Stock took place on such date,
the last reported sale price of a share of Common Stock on the
most recent day on which a sale of a share of Common Stock took
place as recorded by such system or on such exchange or as
reported by NASDAQ, as the case may be, or (ii) if the Common
Stock is neither listed on such date on a national securities
exchange nor quoted on NASDAQ, as determined by the Committee.
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h. "NASDAQ" means the Automated Quotation System of the National
Association of Securities Dealers, Inc.
i. "Non-Employee Directors" means directors of the Company who are
neither officers nor full-time employees of the Company or any
direct or indirect subsidiary of the Company.
j. "Non-Qualified Stock Option" means any Stock Option that is not an
incentive stock option within the meaning of section 422 of the
Code.
k. "Participant" means a Non-Employee Director to whom an Award has
been granted.
l. "Stock" or "Common Stock" means the Common stock, $.01 par value,
of the Company.
m. "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 6 below.
n. "Subsidiary" means any corporation of which more than 50% of the
outstanding stock having ordinary voting power to elect a majority
of the board of directors of such corporation is at the time
directly or indirectly owned by the Company or by one or more of
its subsidiaries.
3. Administration
a. The Plan shall be administered by a committee (the "Committee") of
the Board consisting of not less than two directors who are not
eligible to participate in the Plan.
b. The interpretation and construction by the Committee of any
provisions of the Plan or any Award granted under it shall be
final, binding and conclusive on all parties in the absence of
manifest error. The Committee shall have the authority to adopt,
alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall, from time to time, deem
advisable, to interpret the terms and provisions of the Plan and
any Award issued under the Plan (and any agreements related
thereto), and to otherwise administer the Plan. No member of the
Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Award granted under it.
c. All actions of the Committee with respect to the Plan shall
require the vote of a majority of its members or, if there are
only two members, by the vote of both.
4. Eligibility; Timing and Amount of Awards. The persons who shall be
eligible to receive Awards under the Plan shall be those directors of the
Company who are Non-Employee Directors at the date of grant of an Award
and who were Non-Employee Directors at all times during the fiscal year
of the Company immediately proceeding such date of grant. Each Non-
Employee Director shall be granted an Award covering 5,000 shares of
Common Stock on the fifth business day following the public release of
the Company's annual earnings with respect to any fiscal year of the
Company in which the sales and net earnings per share of Common Stock
increased by more than 5% over the prior fiscal year.
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<PAGE>
5. Stock; Adjustment upon Certain Events.
a. The Stock subject to the Awards granted under the Plan shall be
shares of the Company's authorized but unissued Common Stock or
shares of Common Stock reacquired by the Company.
b. Subject to the provisions of Sections 5(d), 5(e) and 5(f) hereof,
the aggregate number of shares of Common Stock that may be issued
pursuant to Awards granted under the Plan shall not exceed 100,000
shares of Common Stock. In the event that any outstanding Award or
portion thereof is for any reason forfeited, cancelled or
otherwise terminated prior to its exercise, the shares of Common
Stock covered by such Award or portion thereof shall again be
available for the grant of Awards under the Plan.
c. No fractional shares of Common Stock shall be issued or
transferred in connection with the exercise of any Award. In lieu
thereof, the Company shall pay to the optionee a cash adjustment
equal to the portion of the Fair Market Value of one share of
Common Stock on the date of the Award represented by the
fractional share of Common Stock which would otherwise be issued.
d. In the event that, prior to the expiration of an Award theretofore
granted, the Company shall effect a subdivision, recapitalization
or consolidation of the shares of its Common Stock or the payment
of a stock dividend in Common Stock upon such shares without the
receipt of consideration, then (i) if such event shall result in
an increase in the number of issued shares of Common Stock, the
number of shares of Common Stock covered by an Award shall be
proportionately increased, the exercise price per share of Common
Stock covered by the Award shall be proportionately reduced, and
the number of shares of Common Stock which may be Awarded under
the Plan shall be proportionately increased, and (ii) if such
event shall result in a decrease in the number of issued shares of
Common Stock, the number of shares of Common Stock covered by an
award shall be proportionately decreased, the exercise price per
share of Common Stock covered by an Award shall be proportionately
increased and the number of shares of Common Stock which may be
awarded under the Plan shall be proportionately decreased. In the
event that, prior to the granting, as specified in the plan, of
all possible Awards, the Company shall effect a subdivision,
recapitalization or consolidation of the shares of its Common
Stock or the payment of a stock dividend in Common Stock upon such
shares without the receipt of consideration, then (iii) if such
event shall result in an increase in the number of issued shares
of Common Stock, the number of shares covered by each ungranted
Award shall be proportionately increased and (iv) if such event
shall result in a decrease, the number of shares covered by each
ungranted Award shall be proportionately decreased.
e. In the event the Company shall be the surviving corporation in any
merger, consolidation, combination or reorganization, each
outstanding Award shall be deemed to pertain to and apply to the
securities to which the recipient of the Award would have been
entitled if the Award had been exercised in full immediately prior
to such merger, consolidation, combination or reorganization of
the Company, and shall otherwise be deemed to be fully effective
without change.
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<PAGE>
f. In the event the Company shall not be the surviving corporation in
any merger, consolidation, combination or reorganization, or in
the event the Company is to be dissolved or liquidated, then,
unless the surviving corporation assumes the outstanding Awards or
substitutes for the outstanding Awards new awards which are
determined by the Board, in its sole discretion, to be
substantially similar in nature and equivalent in terms and value,
to the Awards then outstanding, (i) all restriction and conditions
(other than those required by applicable Federal or state
securities laws or by the rules, regulations or other requirement
of the Securities and Exchange Commission, NASDAQ or any stock
exchange upon which the Common Stock is then listed) imposed on
the transfer of any shares of Common Stock issued upon the
previous exercise of Stock Options under the plan shall lapse on a
date fixed by the Board prior to the effective date of such
transaction, dissolution or liquidation, (ii) the time at which
all Awards under the Plan then outstanding may be exercised shall
be accelerated and they shall become exercisable in full on or
before the earlier of (A) a date fixed by the Board prior to the
effective date of such transaction, dissolution or liquidation or
(B) two business days prior to the effective date of such
transaction, dissolution or liquidation, and (iii) upon the
effective date of such transaction, dissolution or liquidation,
any unexercised Awards under the Plan shall expire without
additional compensation to the holder thereof.
g. In the event of a change in the Common Stock as presently
constituted, whereby all the authorized shares of Common Stock
with par value are converted into the same number of shares with a
different par value or without par value, the shares resulting
from any such change shall be deemed to be the Stock for the
purposes of the Plan.
h. To the extent that the foregoing adjustments relate to Common
Stock or other securities of the Company, such adjustments shall
be made be the Committee, whose determination in this respect
shall be final, binding and conclusive on all parties in the
absence of manifest error.
i. Except as expressly provided in this Section 5, the issuance by
the Company of shares of Common Stock or of securities convertible
into shares of Common Stock of any class for cash, property, labor
or services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or
other securities, and in any case whether or not for Fair Market
Value, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of Common Stock
subject to Awards theretofore granted, the exercise prices per
share of Common Stock covered by Awards theretofore granted or the
number of shares of Common Stock which may be awarded under the
Plan.
j. Except as expressly provided in this Section 5, no adjustment
shall be made in the number of shares of Common Stock to which a
Participant is entitled or in the number of shares of Common Stock
subject to Stock Options which may be awarded under the Plan by
reason of any subdivision or consolidation of shares of Common
stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any
class, by reason of any dissolution, liquidation, merger,
consolidation, combination or reorganization or spin-off of assets
or stock of another corporation, or by reason of any issue by the
Company of shares of stock of any class, or securities convertible
into shares of stock of any class.
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<PAGE>
k. The grant of an Award pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or
assets.
6. Stock Options. All Stock Options granted under the Plan shall be
Non-Qualified Stock Options and shall have the following terms and
conditions.
a. Option Price. The option price per share of Stock purchasable
under a Stock Option shall be equal to 100% of the Fair Market
Value of the Stock on the date of the grant of the option.
b. Option Term. Subject to the provisions of paragraphs (f), (g) and
(h) of this Section 6, each Stock Option shall be exercisable for
a period of five years from the date the option is granted.
c. Exercisability. Stock Options shall be exercisable in five equal
installments as follows: as to one-fifth of the shares of Stock
covered thereby upon grant and as to an additional one-fifth after
each of the first, second, third and fourth anniversaries of the
date of grant.
d. Method of Exercise. Subject to Section 6(c) above, Stock Options
may be exercised in whole or in part at any time during the option
term by giving written notice of exercise to the Company
specifying the number of shares of Common Stock to be purchased.
Such notice shall be accompanied by payment in full of the
purchase price, either by certified or bank check. As determined
by the Committee at or after grant, payment in full or in part may
also be made in the form of unrestricted Stock already owned by
the Participant (based, in each case, on the Fair Market Value of
the Stock on the date the Stock Option is exercised, as by the
Committee). No shares of stock shall be issued upon the exercise
of a Stock Option until full payment therefor has been made.
e. Non-transferability of Options. No Stock Option shall be
transferable by a Participant otherwise than by will or by the
laws of descent and distribution, and all Stock Options shall be
exercisable, during the optionee's lifetime, only by the
Participant.
f. Termination by Death. If a Participant dies, the Stock Option may
thereafter be exercised, to the extent it was exercisable at the
date of the Participant's death, by the legal representative of
the estate or by the legatee of the Participant under the will of
the Participant, for a period of two years from the date of such
death or until the expiration of the stated term of the Stock
Option, whichever period is the shorter.
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<PAGE>
g. Termination by Reason of Disability. If a Participant ceases to be
a director by reason of Disability, any Stock Option held by such
Participant may thereafter be exercised, to the extent it was
exercisable at the time the Participant ceased to be a director
due to Disability, but may not be exercised after two years from
the date the Participant ceased to be a director or the expiration
of the stated term of the Stock Option, whichever period is the
shorter; provided, however, that, if the Participant dies more
than 12 months after the beginning of such two-year period, any
unexercised Stock Option held by such Participant shall thereafter
be exercisable to the extent it was exercisable at the time the
Participant ceased to be a director due to Disability for a period
of twelve months from the date of such death or for the stated
term of the Stock Option, whichever period is the shorter.
h. Termination for Other Reasons. If a Participant ceases to be a
director of the Company for reasons other than as set forth in
paragraphs (f) or (g) of this Section 6, any Stock Option held by
such Participant may thereafter be exercised to the extent it was
exercisable at the time the Participant ceased to be a director
but may not be exercised after three months from the date the
Participant ceased to be a director or the expiration of the
stated term of the Stock Option, whichever period is the shorter;
provided, however, that, if the Participant dies within such
three-month period, any unexercised Stock Option held by such
Participant shall thereafter be exercisable, to the extent it was
exercisable at the time the Participant ceased to be a director,
for a period of twelve months from the date of such death or for
the stated term of the Stock Option, whichever period is the
shorter.
7. Rights as a Stockholder. A Participant or a permitted transferee of an
Award shall have no rights as a stockholder with respect to any share of
Common Stock covered by a Stock Option until he becomes the holder of
record of such share of Common Stock. Except as provided in Section 5
hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the
date the Participant becomes the holder of record of such shares of
Common Stock.
8. Termination, Amendment and Modification. Awards may be granted pursuant
to the Plan from time to time within a period of ten years from the date
on which the Plan becomes effective. The Committee may, at any time prior
to that date, suspend or terminate the Plan and, at any time or from time
to time, may amend or alter the Plan (including, without limitation,
amendments deemed necessary or desirable by the Committee in order that
the Awards shall conform to any change in applicable law or regulations
or in any other respect); provided, however, that, (a) no such action
shall cancel or impair any Award theretofore granted under the Plan; (b)
except as provided in Section 5 hereof, without approval of the
stockholders of the Company, no such action may materially increase the
total number of shares of Common Stock which may be issued under the
Plan, change the class of individuals eligible to receive Awards under
the Plan, or materially increase the benefits accruing the Participants
hereunder, and (c) the provisions of the Plan fixing the selection of
Participants, the granting and timing of Stock Options and the terms and
conditions of such Stock Options shall not be amended (other than to
comport with changes in the Code or the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder) more than once
every six months.
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<PAGE>
9. Investment Purposes. Each Award under the Plan shall be granted on the
condition that the purchase of shares of Common Stock upon exercise of
any Stock Option shall be for investment purposes only, and not with a
view to resale or distribution, and each Participant shall execute a
certificate, or such other documents as may be requested by the Company
to such effect. Certificates for shares of Common Stock pursuant to the
Plan shall bear such legend as the Board or the Committee, in its sole
discretion, determines to be necessary or appropriate under Federal or
state securities laws or to implement the provisions of any agreement
between the Participant and the Company with respect to such shares of
Common Stock. All certificates for shares of Common Stock delivered under
the Plan pursuant to the exercise of a Stock Option shall be subject to
such stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, NASDAQ, any stock exchange upon which
the Common Stock is then listed and any applicable Federal or state
securities laws and the Committee may cause a legend or legends to be
placed on the certificates to the foregoing effect.
10. Other Provisions. The agreements with respect to Awards authorized under
the Plan shall contain such other provisions as the Committee shall deem
advisable.
11. Non-Exclusivity. Neither the adoption of the Plan by the Board or the
stockholders of the Company shall create any limitations on the power of
the Committee or the Board to adopt such other incentive arrangements as
it may deem desirable including, without limitation, the granting or
issuance of stock options, shares of Common Stock or other incentives
otherwise than under the Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.
12. General Provisions.
a. The Company shall have the right to deduct withholding taxes, or
to make such other provisions as it deems necessary or appropriate
to satisfy its obligations to withhold federal, state or local
income or other taxes incurred by reason of payments or the
issuance of shares of Common stock in connection with Awards,
including withholding the amount of such taxes from any other sums
due or to become due from the Company to the Participant upon such
terms and conditions as the Committee may prescribe.
b. Each Participant shall furnish to the Committee his current
address for the mailing of notices and delivery of Award
agreements and shares of Common Stock. Any notice under the Plan
shall be deemed to have been duly given if delivered, or deposited
in the United States mails, first-class postage prepaid and
addressed, to the person for whom intended at such address.
c. If any provision of the plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, and the Plan shall be construed
and enforced as if such provisions had not been included.
d. Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting
therefore shall be deemed paid when paid to such person's guardian
or to the party providing or reasonably appearing to provide for
the care of such person, and such payment shall fully discharge
the Committee, the Board, the Company and other parties with
respect thereto.
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<PAGE>
e. The headings and captions herein are provided for convenience only
and shall not be employed in the construction of the Plan. As used
in the Plan, the singular includes the plural and the masculine,
feminine and neuter genders each includes the others.
f. The Plan and all of the Awards granted hereunder shall be
construed and enforced in accordance with the laws of the State of
Delaware.
13. Indemnification of the Committee and the Board. The members of the
Committee and the Board shall be indemnified, to the full extent
permitted by the Certificate of Incorporation and By-laws of the Company,
in connection with any action, suit or proceeding or in connection with
any appeal therein or settlement thereof, to which they or any of them
may be a party by reason of any action taken or failure to act under or
in connection with the Plan or any award granted thereunder.
14. Approval of Stockholders and Effective Date. The Plan shall not take
effect until approved by the holders of the requisite majority of the
outstanding shares of Common Stock.
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<PAGE>
LCS INDUSTRIES, INC.
PROXY
ANNUAL MEETING OF STOCKHOLDERS - JANUARY 23, 1996
The undersigned, having received the Notice of Annual Meeting of
Stockholders and Proxy Statement, hereby constitutes and appoints Arnold J.
Scheine, Marvin Cohen and Pat R. Frustaci, and each of them, attorneys and
proxies with full power of substitution to represent the undersigned at the
Annual Meeting of Stockholders of LCS Industries, Inc. to be held at the offices
of the SpeciaLISTS Ltd., 1200 Harbor Boulevard, Weehawken, New Jersey, on
Tuesday, January 23, 1996 at 10:00 a.m., and any adjournment or adjournments
thereof, with all the powers the undersigned would possess if personally
present, upon the proposals set forth below and in their discretion upon any
other business or matters incident to the conduct of the Meeting that may
properly come before the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.
1. The election of one Director to serve a three-year term:
Joseph R. Barbaro |_| VOTE FOR |_| WITHHOLD AUTHORITY TO VOTE FOR
2. The ratification of the selection of Deloitte & Touch LLP as independent
certified public accountants for the 1996 fiscal year.
|_| FOR |_| AGAINST |_| ABSTAIN
3. The amending of the Company's Restated Certificate of Incorporation to
provide for an increase in the number of authorized shares of Common
Stock, par value $.01.
|_| FOR |_| AGAINST |_| ABSTAIN
4. The amending of the Company's Non-Employee Stock Option Plan to provide
for the adjustment of Awards granted under the Plan for increases or
decreases in the number of shares of Common Stock, par value $.01, issued
due to a subdivision, recapitalization, consolidation or the payment of
stock splits and stock dividends.
|_| FOR |_| AGAINST |_| ABSTAIN
This Proxy is solicited on behalf of the Board of Directors. If not otherwise
specified above, this Proxy will be voted FOR the election of one Director, FOR
the ratification of the selection of Deloitte & Touche LLP as independent
certified public accountants for the 1996 fiscal year, FOR the amending of the
Company's Restated Certificate of Incorporation for an increase in the number of
authorized shares of Common Stock, par value $.01 and FOR the amending of the
Company's Non-Employee Stock Option Plan to provide for the adjustment of Awards
granted for increases or decreases in the number of shares of Common Stock, par
value $.01, issued. The Board of Directors is not aware of any other matters to
be presented to the Meeting.
Dated: _____________________
---------------------------------
(Signature)
--------------------------------
(Signature if held jointly)
Please sign exactly as name appears above. If a corporation, please sign in full
corporate name by a duly authorized officer. If a partnership, please sign in
partnership name by a duly authorized partner. Executors, administrators and
trustees should so indicate when signing. If shares are held jointly EACH holder
should sign.
To assist our planning, please check here if you plan personally to attend the
meeting. |_|
