<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
/ / Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LogiMetrics, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Persons(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:
Class A Common Stock, par value $.10 per share
<PAGE>
(2) Aggregate number of securities to which transaction applies:
2,860,602
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(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:
2
<PAGE>
PRELIMINARY COPIES
LOGIMETRICS, INC.
121-03 Dupont Street
Plainview, New York 11803
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held February __, 1996
To the Stockholders of LOGIMETRICS, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of
Stockholders of LogiMetrics, Inc. (the "Company") will be held at the office of
the Company, 121-03 Dupont Street, Plainview, Long Island, New York 11803, on
February __, 1996 at 9:00 A.M., New York local time for the following purposes:
1. To consider an amendment to the Certificate of Incorporation
of the Company changing and increasing the authorized capital
stock of the Company to one class of 35,000,000 shares of
common stock, par value $.01 per share, and 200 shares of
preferred stock, par value $.01 per share.
2. To consider an amendment to the Certificate of Incorporation
of the Company providing for indemnification of officers and
directors of the Company and limiting the liability of
directors of the Company to the fullest extent provided by
law.
The Board of Directors has fixed the close of business on January 18, 1996 as
the record date for stockholders entitled to notice of and to vote at the
Meeting. The transfer books of the Company will remain open.
Stockholders who are unable to attend the Meeting in person are
requested to fill in, date, sign and return the enclosed form of proxy. No
postage is required if mailed in the United States. A proxy may be revoked at
any time prior to its exercise by filing a written notice of revocation with the
Secretary of the Company prior to or at the Meeting. Attendance at the Meeting
will not be sufficient to revoke a proxy unless the stockholder files a written
notice of revocation with the secretary of the Meeting.
When the proxy is properly executed and returned, the shares it
represents will be voted in accordance with instructions noted thereon. In the
absence of specific instructions, proxies received by management will be voted
in favor of the amendments to the Company's Certificate of Incorporation, as
provided above. As of the date of the accompanying Proxy Statement, the Company
is not aware of any other matters to be presented for action at the Meeting
other than as summarized above. However, should any other business properly come
before the Meeting or any adjournment or postponement thereof, the enclosed
proxy card will confer upon the persons named as proxies therein discretionary
authority to vote the shares represented thereby in respect of such other
business.
By Order of the Board of Directors
BARBARA DIVACK
Secretary
February __, 1996
<PAGE>
PRELIMINARY COPIES
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
To Be Held February __, 1996
This Proxy Statement is being mailed to stockholders
on or about February __, 1996
INTRODUCTORY STATEMENT
The accompanying Proxy is solicited by the management of LogiMetrics,
Inc. (hereinafter called the "Company") for use at the Special Meeting of
Stockholders to be held at the office of the Company, 121-03 Dupont Street,
Plainview, Long Island, New York 11803, on February , 1996 at 9:00 o'clock a.m.
New York local time, or at any adjournment or postponement thereof (the
"Meeting"). When such proxy is properly executed and returned, the shares it
represents will be voted at the Meeting in accordance with any instructions
noted thereon. In the absence of specific instructions, proxies received by
management will be voted in favor of the amendments to the Company's Certificate
of Incorporation described herein and upon any other matter which may properly
come before the Meeting. As of the date of this Proxy Statement, Management has
no knowledge of any such matter. A proxy may be revoked at any time prior to its
exercise by filing a written notice of revocation with the Secretary of the
Company prior to or at the Meeting.
The solicitation will be made by mail. The total expense of the
solicitation will be borne by the Company and will include reimbursement to
brokerage firms and others of their expenses in forwarding solicitation material
to beneficial owners of stock. In addition to solicitation by mail, certain
directors, officers and regular employees of the Company may solicit proxies by
telephone or oral communication, but will receive no compensation therefor.
Only stockholders of record at the close of business on January 18,
1996 will be entitled to notice of and to vote at the Meeting.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
On January 18, 1996 there were outstanding and entitled to vote
2,860,602 shares of Class A Common Stock, par value $.10 per share ("Class A
Common Stock"). Each outstanding share of Class A Common Stock entitles the
record holder to one vote on each proposal which will be presented to the
Meeting.
The following table sets forth as of January 18, 1996, information
concerning beneficial ownership of the Class A Common Stock of (i) each person
known to the Company to be the beneficial owner of more than 5% of the Class A
Common Stock, (ii) each director of the Company, (iii) the Chief Executive
Officer and each of the four most highly compensated executive officers and (iv)
all directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
No. of Shares
Name and Relationship Beneficially Percentage
Address(1) to Company Owned(2) of Class(3)
----------- ------------ ------------- -----------
<S> <C> <C> <C>
Murray H. Feigenbaum Chairman of the Board, 1,067,319(3) 34.9
CEO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
No. of Shares
Name and Relationship Beneficially Percentage
Address(1) to Company Owned(2) of Class(3)
----------- ------------ ------------- -----------
<S> <C> <C> <C>
Jerome Deutsch Executive Vice President 841,694(3) 27.5
and Director
Steven D. Feigenbaum Vice President-Operations 100,950 3.5
and Director
Barbara Divack Vice President-Administration 80,000 2.8
Mark Fisher Director and Stockholder 700,000(4) 19.7(4)
8 East 83rd Street
New York, NY 10028
Alfred Mendelsohn Director and Stockholder 291,250(5) 9.2(5)
823 Park Avenue
New York, NY 10021
UTO Bank Stockholder 420,000(6) 12.8(6)
Beethovenstrasse 24
8022 Zurich, Switzerland
Rilar Family Associates, L.P. Stockholder 380,000(7) 11.7
110 E. 59th St., 31 fl.
New York, NY 10022
Lamare Investments Ltd. Stockholder 240,000(8) 7.7
c/o ARIFA
Cutlass Building, Wickham's Cay
Tortola, BVI
All directors and executive 3,081,213(9) 72.5
officers as a group
(5 persons)
</TABLE>
- ------------
(1) The address for all the Company's Executive Officers is in care of the
Company.
(2) Determinations as to numbers of shares owned and percent of class in each
case assumes exercise of options or warrants and conversion of 1995
Debentures (see the caption "PRIOR AND PROPOSED OFFERINGS") only by the
person in respect of whom such determination is made.
(3) Assumes exercise of options to purchase 200,000 shares of Class A Common
Stock.
(4) Assumes conversion of $30,000 1995 Debentures, Class A Warrants for 60,000
and Class B Warrants for 540,000 shares of Class A Common Stock.
(5) Assumes exercise of Class B Warrants for 290,000 shares of Class A Common
Stock.
(6) Assumes conversion of $70,000 1995 Debentures and Class A Warrants for
140,000 shares of Class A Common Stock.
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(7) Assumes exercise of Class B Warrants for 380,000 shares of Class A Common
Stock. Rilar Family Associates, L.P. is a limited partnership controlled by
Lawrence Schneider, a candidate to be a director of the Company and a
principal of SFM (see the captions "Prior Offerings" and "CHANGE IN THE
BOARD OF DIRECTORS" below).
(8) Assumes conversion of $40,000 1995 Debentures and exercise of Class A
Warrants for 80,000 shares of Class A Common Stock.
(9) See footnotes (3), (4) and (5) above.
PRIOR AND PROPOSED OFFERINGS
Prior Offerings
On July 14, 1995, in a private offering (the "Prior Offering"), the
Company sold to accredited investors fifteen units, each unit composed of one
12%, $20,000 two-year convertible subordinated debenture ("1995 Debentures") and
one seven-year warrant to purchase 40,000 shares of Class A Common Stock at $.25
per share ("Series A Warrants"). Each $20,000 1995 Debenture is convertible into
80,000 shares of Class A Common Stock at $.25 per share. The 1995 Debentures and
Series A Warrants contain usual and customary standard anti-dilution provisions.
In addition, all (and not less than all) the 1995 Debentures may be redeemed at
any time by the Company on 20 days prior notice.
In addition to the 1995 Debentures and the Series A Warrants, pursuant
to a Series B Warrant Agreement dated as of June 21, 1995 (the "SFM Agreement"),
on July 14, 1995, the Company sold to SFM Group, Inc. ("SFM") warrants,
exercisable at $.25 per share, to purchase 1,500,000 shares of its Class A
Common Stock (the "Series B Warrants"). Under the SFM Agreement, SFM has the
right to designate two persons to the Company's Board of Directors (see the
caption "CHANGE IN THE BOARD OF DIRECTORS" below).
The Company has made a condition to consummation of the Proposed
Offerings (see below) that holders of 75% of the 1995 Debentures and Series A
Warrants and holders of all the Series B Warrants agree to amend the same to
provide that issuance of the Series C and Series D Warrants, as well as the
Series E Warrants and the Laird Options (see the captions "Consulting
Agreements" and "CHANGE IN THE BOARD OF DIRECTORS" below), will not trigger
anti-dilution adjustments in respect of the 1995 Debentures, the Series A
Warrants and the Series B Warrants, that the 1995 Debentures will be subordinate
in right of payment to the New Debentures described below, and that interest on
the 1995 Debentures will be payable quarterly instead of annually.
Proposed Offerings
The Company has determined to seek further financing of up to
$3,000,000 (the "Proposed Offering") through the issuance of $1,500,000 in
aggregate principal amount of 12% convertible subordinated debentures due
December 31, 1998 ("New Debentures") and a minimum of $750,000 and a maximum of
$1,500,000 of 12% cumulative convertible redeemable preferred stock ("Preferred
Stock").
New Debenture Offering
The New Debentures, which will be offered only to accredited investors,
will be offered in denominations of $50,000 (each, a "New Debenture"), and will
bear interest at 12%, payable quarterly. Each New Debenture will be convertible,
only in whole, into 84,746 shares of the Company's common stock, par value $.01
per share (the "common stock") at a price of $.59 per share. Each New Debenture
will be accompanied by a seven-year warrant ("Series C Warrants"), each Series C
Warrant being exercisable in whole or in part at a price of $.01 per share, into
84,746 shares of the Company's common stock, subject to adjustment
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in certain circumstances. The New Debentures will be redeemable by the Company
at par plus accrued interest at any time on 30 days prior notice after six
months from the date of issuance provided the average closing bid price of the
Company common stock during the 120-day period immediately preceding the date of
call shall have been not less than $5.00 per share. Both the New Debentures and
the Series C Warrants will contain usual and customary anti-dilution provisions
but such anti-dilution provisions shall not apply to conversion of the 1995
Debentures, the Preferred Stock described below or the Series A, Series B,
Series D or Series E Warrants or the Laird Option.
The Company's obligations under the New Debentures will be secured by a
lien on all of the Company's assets, which will rank junior only to the
Company's existing bank debt and any permitted replacement debt. The New
Debentures will also be subordinate in right of payment to such indebtedness.
The Company has commenced negotiations with North Fork Bank to refinance its
existing line of credit and loans (the "Bank Refinancing"). Such Bank
Refinancing will continue to be secured by a first priority lien on all of the
Company's assets, but will not be guaranteed by officers or directors.
In the event the New Debentures are purchased by one or more entities
managed by a single person, such person, so long as such entities own
beneficially 10% or more of the Company's common stock will have the right at
any time to require the Company to increase the number of persons comprising the
Company's Board of Directors from six to seven and to designate the seventh
Director.
The issuance of the New Debentures and the Series C Warrants will be
conditioned, among other things, on the issuance of the Preferred Stock (as
described below) and the amendments of the 1995 Debentures, the Series A
Warrants and the Series B Warrants as described above and the adoption of the
amendment to the Company's Certificate of Incorporation to change and increase
the Company's authorized capital stock as described in Proposal 1 below.
Preferred Stock Offering
The Company will offer only to accredited investors a minimum of 15 and
a maximum of 30 shares of Preferred Stock, at a price of $50,000 per share. Each
share of Preferred Stock will be convertible, only in whole, into 94,340 shares
of common stock of the Company at a price of $.53 per share, and will be
accompanied by a seven-year warrant ("Series D Warrants") exercisable in whole
or in part, to purchase 94,340 shares of the Company's common stock at a price
of $.01 per share. The Company anticipates, subject to provisions of law, that
dividends will be paid quarterly.
Both the Preferred Stock and the Series D Warrants will contain usual
and customary anti-dilution provisions, but such anti-dilution provisions shall
not apply to conversion of the 1995 Debentures, the Series A, Series B, Series C
or Series E Warrants or the Laird Option.
The issuance of the Preferred Stock and the Series D Warrants will be
conditioned on, among other things, the issuance of the New Debentures, the
amendments to the 1995 Debentures, the Series A Warrants and the Series B
Warrants as described above and the adoption of the amendment to the Company's
Certificate of Incorporation to change and increase the Company's authorized
capital stock as described in Proposal 1 below.
Use of Proceeds
Proceeds from the sale of the New Debentures, the Preferred Stock, the
Series C Warrants and the Series D Warrants will be $2,250,000 if the minimum
number of shares of Preferred Stock are sold and $3,000,000 if the maximum
number of shares of Preferred Stock are sold, reduced by expenses of the
offerings, estimated to be approximately $75,000.
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Consulting Agreements
In connection with the Proposed Offerings, the Company has entered into
consulting agreements with Phipps, Teman & Company, L.L.C. ("Phipps Teman") and
SFM (the "Consulting Agreements"), pursuant to which Phipps Teman and SFM will
render advice to the Company relating to structuring the Proposed Offerings and
related matters. Pursuant to the Consulting Agreements, upon completion of the
Proposed Offerings, each of Phipps Teman and SFM will receive cash fees and will
be issued seven-year warrants, the amounts and exercise price of which have yet
to be determined, to purchase shares of the Company's Common Stock ("Series E
Warrants"). Also, pursuant to the Consulting Agreement with Phipps Teman, Phipps
Teman will have the right to designate three directors.
Withdrawal of Offerings
Management may withdraw the New Debenture Offering and the Preferred
Stock Offering at any time, and has indicated it will withdraw both if the New
Debenture and at least the minimum number of shares of Preferred Stock are not
subscribed for on or prior to February 20, 1996 (unless extended by the Company)
or if the Bank Refinancing is not consummated on terms acceptable to the
Company.
Board Discretion
Determination as to whether to make, and the terms and conditions of,
the New Debenture Offering and the Preferred Stock Offering has been, and will
be, made by the Board of Directors, in its sole discretion. Stockholders are not
entitled to vote on the Proposed Offerings and are not being requested to vote
thereon. The information with respect thereto provided herein is provided solely
for the purpose of enabling stockholders of the Company to make their
determination as to whether to vote in favor of the proposed amendment to the
Company's Certificate of Incorporation.
AMENDMENTS TO CERTIFICATE OF INCORPORATION
Proposal 1 - Increase in Authorized Shares and Decrease in Par Value
The Certificate of Incorporation of the Company now provides for
authorized capital consisting of 7,000,000 shares of Class A Common Stock, par
value $.10 per share, and 250,000 shares of Class B Common Stock, par value $.10
per share. There are currently issued and outstanding 2,860,602 shares of Class
A Common Stock and no shares of Class B Common Stock, all 250,000 shares of
previously issued and outstanding shares of Class B Common Stock having been
converted into shares of Class A Common Stock.
For the reasons stated hereinbelow, to facilitate the Proposed
Offerings and to provide for the further issuance of common stock, the Board of
Directors has unanimously approved and determined to submit to stockholders for
approval an amendment to Article FOURTH of the Company's Certificate of
Incorporation to change and increase the Company's authorized capital stock to
35,000,000 shares of common stock, par value $.01 per share, and 200 shares of
Preferred Stock, par value $.01 per share.
Pursuant to the proposed amendment, the authorized common stock of the
Company will be increased from 7,000,000 shares of Class A Common Stock, par
value $.10 per share, to 35,000,000 shares of common stock, par value $.01 per
share. In addition there will be authorized 200 shares of Preferred Stock, par
value $.01 per share. The appellation "Class A" will be eliminated from the
common stock, since there are no longer any shares of Class B Common Stock
outstanding. The par value of each share of common stock will be reduced from
$.10 to $.01. Each share of Class A Common Stock will automatically, without
need for exchange, become one share of common stock, par value $.01 per share. A
copy of the amendment to Article FOURTH is annexed hereto as Exhibit A.
Any authorized but unissued or unreserved common stock would be
available for issuance at such times, on such terms and for such purposes as the
Board of Directors may deem advisable in the future without further
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action by stockholders, except as may be required by law or the rules of the
stock exchange on which the Company's capital stock might be listed at the time.
In addition to being available for future financings and general corporate
purposes, the common stock to be authorized by the proposed amendment would be
available for use in acquisitions.
Common Stock
There are and will be no preemptive rights with respect to the
Company's common stock. Subject to the rights of holders of outstanding
Preferred Stock and certain restrictions contained in the Company's
loan agreements with North Fork Bank, holders of common stock are
entitled to receive dividends, if, as and when declared by the
Company's Board of Directors, ratably according to the number of shares
held. Holders of common stock will be entitled to one vote for each
share of common stock held. Except as otherwise provided by law a
majority of shares of common stock outstanding present in person or by
proxy will constitute a quorum for the transaction for business at all
meetings of stockholders and the affirmative vote of a majority of such
shares will constitute the act of the Company.
Preferred Stock
In respect of the Preferred Stock, the Board of Directors of the
Company will have the authority to fix the rights, powers, designations
and preferences thereof and to provide for one or more series of
Preferred Stock. The authority will include, but not be limited, to
determinations of the number of shares to be included in a series,
dividend rates and rights, voting rights, if any, conversion privileges
and terms, redemption conditions, redemption values, sinking funds and
rights in voluntary or involuntary liquidation. Except as described
under the caption "Preferred Stock Offering", the Company has no plans
to issue shares of Preferred Stock.
One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt
to obtain control of the Company by means of a tender offer, proxy
contest, merger or otherwise, and thereby to protect the continuity of
the Company's management. The issuance of shares of Preferred Stock
pursuant to the Board of Directors' authority described above may
adversely affect the rights of the holders of common stock. For
example, Preferred Stock issued by the Company may rank prior to the
common stock as to dividend rights, liquidation preference or both, may
have full or limited voting rights and may be convertible into shares
of common stock. Accordingly, the issuance of shares of Preferred Stock
may discourage bids for the common stock at a premium or may otherwise
adversely affect the market price of the common stock. The Board of
Directors is not aware of any present threat or attempt to gain control
of the Company and the amendments described herein are not in response
to any such action. These proposals are not part of a plan by the
Company to adopt a series of provisions with an anti-takeover purpose
and the Company does not currently intend to propose other measures in
future proxy solicitations.
The Board of Directors believes that an increase in the authorized
shares is both necessary and advisable at this time. In order to reserve common
stock for issuance upon conversion of the New Debentures and the Series C,
Series D and Series E Warrants and certain stock options to be granted to Mr.
Richard K. Laird ("the "Laird Options"), an additional 12,446,762 shares of
common stock must be authorized (see the caption "CHANGE IN THE BOARD OF
DIRECTORS" below). The Board believes additional shares should also be
authorized in order to give the Company greater flexibility in negotiating
future acquisitions using common stock, in addition to providing a resource for
future financings, and for other general corporate purposes, including the
adoption of employee incentive plans, stock splits or stock dividends. However,
except as contemplated by the 1995 Debentures, the Series A and Series B
Warrants, the New Debentures, the Series C Warrants, the Preferred Stock, the
Series D Warrants and the Series E Warrants and the Laird Options, the Company
does not currently have any plans, agreements or commitments with respect to the
issuance of additional shares of common stock.
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As a result of the proposed amendment to the Company's Certificate of
Incorporation, the par value of all issued and outstanding shares of common
stock will be reduced from $.10 to $.01 per share. The effect of the amendment
will be a reduction in stated capital in the amount of $257,454 ($.09 x
2,860,602) and a corresponding increase in additional paid-in capital.
There are several reasons for reducing par value. Under Delaware law
shares of the Company's capital stock having a stated par value cannot be issued
or sold at a price per share less than such par value. Accordingly, unless the
par value of the capital stock is reduced, the Company will be unable to fulfill
its obligations under the Proposed Offerings because the Series C Warrants and
Series D Warrants are exercisable at a price of $.01 per share. Further, the
Board of Directors believes that reducing the par value of the Company's capital
stock will give the Company additional flexibility in structuring issuances of
the Company's capital stock which should facilitate the satisfaction of the
Company's future needs for financing.
Required Vote
The affirmative vote of the holders of a majority of the shares of
Class A Common Stock issued and outstanding is required to approve the proposed
amendment. There are no dissenter's rights with respect to this proposal.
Messrs. Murray H. Feigenbaum, Jerome Deutsch, Steven D. Feigenbaum and Barbara
Divack, who together own shares of Class A Common Stock comprising 59.1% of the
issued and outstanding shares of Class A Common Stock of the Company, have
indicated they will vote their stock in favor of amending the Certificate of
Incorporation as provided herein. Because the affirmative vote of a majority of
the outstanding shares of common stock is required to approve this proposal,
abstentions and broker non-votes will have the same effect as a vote against the
proposal.
Management recommends a vote in favor of this amendment to the
Company's Certificate of Incorporation.
Proposal 2 - Indemnification of Officers and Directors and Limitations on
Liabilities of Directors
The Company's Certificate of Incorporation does not provide for
indemnification of officers or directors or for limitation on certain monetary
liabilities of directors. The Board of Directors has determined that it would be
in the best interests of the Company and its stockholders to provide therefor by
adopting the proposed amendments to the Company's Certificate of Incorporation
set forth below. The proposed amendments would (i) limit the liability of
directors for monetary damages to the fullest extent permitted under law, (ii)
provide indemnification rights to officers and directors to the fullest extent
permissible under law, and (iii) prevent repeals or modifications of the
limitation of liability and indemnification provisions from adversely affecting
any right of an agent of the Company to indemnification or limitation of
liability for acts or omissions occurring prior to such repeal or modification.
A primary reason for the proposed amendments is to ensure that the
Company will continue to be able to attract and retain individuals of the
highest quality and ability to serve as officers and directors. The Company has
not experienced any difficulty in attracting or retaining directors or officers,
and the amendments are not proposed in response to any specific resignation,
threat of resignation or refusal to serve by any current or potential officer or
director. The Company does not presently maintain liability insurance for its
officers and directors.
Indemnification
Delaware law currently provides that a corporation may provide
indemnification (i) in the case of suits or other proceedings other
than an action by or in the right of the corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement, where the agent acted in good faith and in a manner the
agent reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal proceeding, had
no reasonable cause to believe the agent's conduct was unlawful, and
(ii) in the case of an action or suit brought by or in the right of the
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corporation, against expenses (including attorneys' fees) where the
agent acted in good faith and in a manner the agent reasonably believed
to be in or not opposed to the best interests of the corporation and
where the agent has not been adjudged liable to the corporation (unless
and only to the extent that the Delaware Court of Chancery or the court
in which the action was bought determines that such agent is fairly and
reasonably entitled to indemnification). Delaware law also provides
that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in the defense of an action, suit
or proceeding of the type mentioned above, or in defense of any claim,
issue, or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) incurred in connection therewith.
The Company may incur additional indemnification expenses as a result
of this amendment.
Limitation of Liability
As authorized by Section 102(b)(7) of the Delaware General Corporation
Law, the proposed amendment to the Company's Certificate of
Incorporation provides that directors will not be personally liable to
the Company or its stockholders for monetary damages except in the case
of: (a) breach of the director's duty of loyalty to the Company or its
stockholders, (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violation of the law, (c) illegal
payment of dividends and certain illegal acts in connection with a
dissolution of the Company, or (d) any transaction in which the
director derived an improper personal benefit. The effect of the
proposed amendment is to absolve directors from monetary liability to
the Company or its stockholders for breach of the duty of care, even if
the breach involved gross negligence.
The proposed amendment adding Article ELEVENTH does not limit the
liability of directors for acts or omissions occurring before its
adoption. The amendment applies only to the monetary liability of
directors arising from a breach of their duty of care to the Company or
its stockholders in connection with their acts or omissions as a
director and not to liability resulting from a breach of duty of
loyalty or arising in other capacities such as an officer. The
amendment does not limit the director's liability to parties other than
the Company or its stockholders or liabilities under any other law,
including the federal securities laws, or the ability of the Company
and its stockholders to seek equitable relief for a breach of fiduciary
duty.
The text of the proposed amendments to the Company's Certificate of
Incorporation is as follows:
"TENTH: Every person who is or was a director or
officer of the Corporation shall be indemnified by the
Corporation pursuant to the provisions of Section 145 of the
General Corporation Law of the State of Delaware (or any
similar provision or provisions of applicable law at the time
in effect) to the fullest extent permitted thereby against all
liabilities and expenses imposed upon or incurred by that
person in connection with any proceeding in which that person
may be made, or threatened to be made, a party, or in which
that person may become involved by reason of that person being
or having been a director or officer or continues to serve in
any capacity with any other enterprise at the request of the
Corporation. The foregoing right of indemnification shall not
be deemed to be exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or
otherwise. No repeal or amendment of this Article shall
adversely affect any right or protection of any person
existing at the time of such repeal or amendment.
"ELEVENTH: No director of the Corporation shall be
personally liable to the Corporation or its stockholders for
any monetary damages for breach of fiduciary duty as a
director; provided, however, that the foregoing clause shall
not apply to any liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or its
stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the General Corporation
8
<PAGE>
Law of the State of Delaware; or (iv) for any transaction from
which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then by virtue
of this Article ELEVENTH, the liability of a director of the
Corporation shall be eliminated or limited to the fullest
extent permitted thereby, as so amended. Any repeal or
amendment of this Article shall not adversely affect any right
or protection of a director of the Corporation existing at the
time of such repeal or amendment.
The Board of Directors recognizes that the proposed amendments may
reduce the likelihood of stockholders or management bringing a lawsuit against
indemnified agents on behalf of the Company even though such action, if
successful, might otherwise have benefitted the Company and its stockholders.
Nevertheless, the Board of Directors has concluded that in light of the current
litigious atmosphere and the numerous exceptions to the coverage of available
directors and officers insurance, the Company should adopt the amendment in
order to be able to continue to attract and retain capable and responsible
individuals to serve as directors and officers.
The Board of Directors recommends a vote in favor of the amendment. In
considering the recommendation of the Board of Directors that the proposed
amendment be adopted, it should be noted that the Directors may have an inherent
conflict of interests in their recommendation because they might personally
benefit from the adoption of the amendment at the potential expense of the
stockholders.
Required Vote
The affirmative vote of the holders of a majority of the shares of
Class A Common Stock present at the meeting in person or by proxy is required to
approve the amendment. There are no dissenter's rights with respect to this
proposal. Messrs. Murray H. Feigenbaum, Jerome Deutsch, Steven D. Feigenbaum and
Barbara Divack, who together own shares of Class A Common Stock comprising 59.1%
of the issued and outstanding shares of Class A Common Stock of the Company,
have indicated they will vote their stock in favor of amending the Certificate
of Incorporation as provided herein. Because the affirmative vote of a majority
of the outstanding shares of Common Stock is required to approve this proposal,
abstentions and broker non-votes will have the same effect as a vote against the
proposal.
Management recommends a vote in favor of this amendment to the
Company's Certificate of Incorporation.
CHANGE IN THE BOARD OF DIRECTORS
The Company's Board of Directors is now composed of five persons:
Murray H. Feigenbaum, Jerome Deutsch, Steven D. Feigenbaum, Mark B. Fisher and
Alfred Mendelsohn. Mr. Fisher and Mr. Mendelsohn are nominees designated by SFM
pursuant to the SFM Agreement. In connection with the Proposed Offerings, and
assuming consummation thereof, the Board will be increased to six in number,
Jerome Deutsch and Steven D. Feigenbaum will resign from the Board and the
resulting three vacancies will be filled with persons nominated by Phipps Teman
pursuant to its Consulting Agreement with the Company. As described above under
the caption "Proposed Offerings", under certain circumstances purchasers of the
New Debentures will also have the right to cause the Company to increase the
number of directors to seven and designate the person to fill the resulting
vacancy. Set forth below is information with respect to all proposed members of
the Board:
<TABLE>
<CAPTION>
Year of Principal Occupations During Past Five Years;
Name and Age First Election Other Directorships
- ------------ -------------- ---------------------------------------------
<S> <C> <C>
Murray H. Feigenbaum (63) 1978 From 1978 to the present, President and director of the
Company.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Year of Principal Occupations During Past Five Years;
Name and Age First Election Other Directorships
- ------------ -------------- ---------------------------------------------
<S> <C> <C>
Alfred Mendelsohn (51)(1)(2) 1995 From 1979 to the present, President and director of
Orbitrex International, Inc.
Mark B. Fisher (37)(1) 1995 For over five years, Principal, Alex Brown & Sons,
Inc.; director Nugene Technologies, Inc. and Proscure,
Inc.
Richard K. Laird (47)(3) 1996 From 1994 to the present, Executive Vice President and
Chief Operating Officer of Antec Inc.; from 1983-1994,
President and Chief Executive Officer of Keptel Inc.
Lawrence Schneider (59)(3) 1996 From May, 1993 to the present, Principal, Global
Capital Resources; from January, 1983 to the present,
general partner, S&S Investments, New York, NY.
Norman M. Phipps (35)(3) 1996 From August, 1993 to present a principal of Phipps,
Teman & Company, L.L.C.; from January, 1991 to July,
1993, Managing General Partner, CP Capital Partners.
Mr. Phipps is a director of Avery Communications, Inc.
</TABLE>
- ------------
(1) SFM nominees
(2) Mr. Mendelsohn was a director of the Company from 1982 to May 9, 1995, when
he resigned during the pendency of the Company's negotiations with SFM. SFM
designated Mr. Mendelsohn as a director and he resumed this position on
___________, 1995 (see the caption "Prior Offerings" above).
(3) Phipps Teman nominees
Upon consummation of the Proposed Offerings, Mr. Laird will become
Chairman of the Board of Directors of the Company and its President and Chief
Executive Officer. Mr. Murray H. Feigenbaum, who will remain on the Board, will
become President of the Company's newly formed EMC Division. The Company and Mr.
Laird are presently negotiating an employment contract which will provide Mr.
Laird with annual compensation and options exercisable over a six-year period to
acquire common stock of the Company at prices.
ANNUAL MEETING
All proposals of security holders intended to be presented at the
Company's next Annual Meeting of Stockholders must be received by the Company
for inclusion in its proxy statement and form a proxy for the meeting on or
prior to May 15, 1996.
OTHER MATTERS
As of the date of this Proxy Statement, the only matters to be brought
before the Meeting of which management is aware are the matters described in
this Proxy Statement. The proxy in the form enclosed confers
10
<PAGE>
discretionary authority upon the persons named therein or their substitutes.
Accordingly, if any other matters are brought before the Meeting, the persons
named as proxies, or their substitutes, will vote thereon in accordance with
their judgment.
By Order of the Board of Directors
BARBARA DIVACK
Secretary
February __, 1996
11
<PAGE>
APPENDIX
PRELIMINARY COPIES
LOGIMETRICS, INC.
Proxy for Special Meeting of Shareholders
to be held February __, 1996
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints MURRAY H. FEIGENBAUM and JEROME DEUTSCH, and each of them, the true
and lawful attorneys, agents and proxies of the undersigned, with full power of
substitution, to vote with respect to all the shares of Class A Common Stock of
LOGIMETRICS, INC., standing in the name of the undersigned at the close of
business on January 18, 1996 at the Special Meeting of Stockholders of the
Company to be held at the office of the Company, 121-03 Dupont Street,
Plainview, Long Island, New York, on February __, 1996 (the "Meeting") and at
any and all adjournments or postponements thereof, with all the power that the
undersigned would possess if personally present on the following proposals:
1. Amendment to the Certificate of Incorporation to change and
increase the authorized capital stock of the Company to one
class of 35,000,000 shares of common stock, par value $.01 per
share, and 200 shares of preferred stock, par value $.01 per
share:
FOR / / AGAINST / / ABSTAIN / /
2. Amendment to the Certificate of Incorporation providing for
indemnification of officers and directors of the Company and
limiting the liability of directors of the Company to the
fullest extent provided by law:
FOR / / AGAINST / / ABSTAIN / /
When this proxy is properly executed and returned, the shares it
represents will be voted at the Meeting in accordance with the instructions
noted hereon. In the absence of specific instructions, proxies received by
management will be voted in favor of the amendments to the Company's Certificate
of Incorporation, as provided above. The shares represented by this proxy will
be voted by the persons designated upon any other matter which may come before
the Meeting. Management has no knowledge of any such matter.
Dated: _____________, 1996
___________________________________________
SIGNATURE
___________________________________________
IMPORTANT: Please sign exactly as name
appears at the left. Each joint owner
should sign. Executors, administrators,
trustees, etc., should give full title.
THIS PROXY IS BEING SOLICITED ON
BEHALF OF MANAGEMENT
