SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
LOGIMETRICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
LOGIMETRICS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 1997
The Annual Meeting of Stockholders (the "Meeting") of LogiMetrics, Inc.
(the "Company") will be held at the Plainview Plaza Hotel, 150 Sunnyside
Boulevard, Plainview, New York 11803, on Tuesday, May 27, 1997 at 10:00 a.m.,
for the following purposes:
1. To elect five directors;
2. To consider and act upon a proposal to amend the Company's Certificate
of Incorporation to increase the authorized shares of Common Stock from
35,000,000 to 100,000,000;
3. To consider and act upon a proposal to adopt the LogiMetrics, Inc. 1997
Stock Compensation Program;
4. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors; and
5. To transact such other business as may come before the Meeting, or any
adjournments or postponements thereof.
Only holders of record of the Company's Common Stock, par value $.01 per
share, at the close of business on April 30, 1997 will be entitled to vote at
the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Russell J. Reardon
Russell J. Reardon, Secretary
May 15, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, MANAGEMENT URGES YOU TO
DATE, SIGN AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
ENVELOPE. YOU MAY REVOKE THE PROXY AT ANY TIME PRIOR TO ITS EXERCISE.
<PAGE>
LOGIMETRICS, INC.
121-03 Dupont Street
Plainview, New York 11803
------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 27, 1997
-------------------------------------------------
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of LogiMetrics,
Inc. (the "Company") for use at the Annual Meeting of Stockholders to be held at
the Plainview Plaza Hotel, 150 Sunnyside Boulevard, Plainview, New York 11803,
on Tuesday, May 27, 1997 at 10:00 a.m., and at any adjournments or postponements
thereof (the "Meeting"). A stockholder giving a proxy has the right to revoke it
by giving written notice of such revocation to the Secretary of the Company at
any time before it is voted, by submitting to the Company a duly-executed,
later-dated proxy or by voting the shares subject to such proxy by written
ballot at the Meeting. The presence at the Meeting of a stockholder who has
given a proxy does not revoke such proxy unless such stockholder files the
aforementioned notice of revocation or votes by written ballot.
This proxy statement and the enclosed form of proxy are first being mailed
to stockholders on or about May 15, 1997. All shares represented by valid
proxies pursuant to this solicitation (and not revoked before they are
exercised) will be voted as specified in the proxy. If a proxy is signed but no
specification is given, the shares will be voted "FOR" each of the Proposals
described herein.
The solicitation of proxies may be made by directors, officers and regular
employees of the Company or any of its subsidiaries by mail, telephone,
facsimile or telegraph or in person without additional compensation payable with
respect thereto. Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries to forward proxy soliciting material to the
beneficial owners of stock held of record by such persons, and the Company will
reimburse them for reasonable out-of-pocket expenses incurred by them in so
doing.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At April 30, 1997 (the "Record Date"), the Company had outstanding
22,391,434 shares of common stock, par value $.01 per share ("Common Stock").
Each holder of Common Stock will have the right to one vote for each share
standing in such holder's name on the books of the Company as of the close of
business on the Record Date with respect to each of the matters considered at
the Meeting. There is no right to cumulate votes in the election of directors.
Holders of the Common Stock will not have any dissenters' rights of appraisal in
connection with any of the matters to be voted on at the Meeting.
The presence in person or by proxy of the holders of shares entitled to
cast a majority of the votes of all shares entitled to vote will constitute a
quorum for purposes of conducting business at the Meeting. Assuming that a
quorum is present, directors will be elected by a plurality vote, the proposal
to increase the authorized number of shares of Common Stock requires the
affirmative vote of a majority of the outstanding Common Stock, and the proposal
to adopt the LogiMetrics 1997 Stock Compensation Program (the "Stock
Compensation Program") and the proposal to ratify the appointment of auditors
will each require the affirmative vote of a majority of the votes cast with
respect to such proposals. For purposes of determining the votes cast with
respect to any matter presented for consideration at the Meeting, only those
votes cast "for" or "against" are included. Pursuant to Delaware corporate law,
abstentions and broker non-votes are counted only for the purpose of determining
whether a quorum is present, except that such abstentions and broker non-votes
will have the same effect as a vote "against" the proposed amendment to the
Certificate of Incorporation. Charles S. Brand, the Company's Chairman and Chief
Executive Officer, has advised the Board of Directors that he intends to vote
the 19,247,800 shares of Common Stock owned by him (86.0% of the total shares
outstanding as of the Record Date) at the Meeting in favor of each of the
proposals referenced above. Accordingly, each of the proposals are expected to
be adopted at the Meeting.
<PAGE>
Based upon information available to the Company, the following stockholders
(excluding executive officers and directors) beneficially owned more than 5% of
the Common Stock as of April 30, 1997.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENTAGE
OF BENEFICIAL OWNER (1) OWNERSHIP OF CLASS
<S> <C> <C>
Stephen Feinberg 5,084,760(2) 18.5%
450 Park Avenue
New York, NY 10022
Lawrence I. Schneider 1,191,537(3) 5.1%
927 Fifth Avenue
New York, NY 10021
</TABLE>
(1) Each shareholder possesses sole voting and investment power with respect
to the shares listed, except as otherwise indicated. The number of shares
beneficially owned by each shareholder is determined under rules
promulgated by the Securities and Exchange Commission (the "Commission"),
and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has sole or shared voting power or
investment power, and also any shares that the individual has the right
to acquire within 60 days after April 30, 1997.
(2) Assumes: (i) the conversion by Cerberus Partners, L.P. ("Cerberus") of
$1,500,000 in aggregate principal amount of the Company's 12% Senior
Subordinated Debentures (the "Senior Subordinated Debentures") into an
aggregate of 2,542,380 shares of Common Stock, and (ii) the exercise by
Cerberus of Series C Warrants ("Series C Warrants") to purchase an
aggregate of 2,542,380 shares of Common Stock. Mr. Feinberg is the
General Partner of Cerberus Associates, L.P., the General Partner of
Cerberus.
(3) Assumes: (i) the exercise of Series E Warrants (the "Series E Warrants")
to purchase an aggregate of 291,667 shares of Common Stock; (ii) the
exercise by Rilar Family Associates, L.P., a limited partnership
controlled by Mr. Schneider, of Series B Warrants ("Series B Warrants")
to purchase an aggregate of 380,000 shares of Common Stock; (iii) the
exercise by Rita Schneider, the wife of Mr. Schneider, of Series D
Warrants ("Series D Warrants") to purchase an aggregate of 94,340 shares
of Common Stock; (iv) the exercise of Series F Warrants ("Series F
Warrants") to purchase an aggregate of 331,190 shares of Common Stock;
and (v) the conversion of one share of the Company's Series A 12%
Cumulative Convertible Redeemable Preferred Stock (the "Preferred Stock")
held by Rita Schneider into an aggregate of 94,340 shares of Common
Stock.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
In accordance with the Company's Certificate of Incorporation and
Bylaws, the number of directors of the Company has been set at five. Each person
elected as a director will serve for a term expiring at the Annual Meeting in
1998, until their respective successors are elected and qualified, or until
their earlier death, resignation or removal. All persons named herein as
nominees for director have consented to serve, and it is not contemplated that
any nominee will be unable to serve, as a director. However, if a nominee is
unable to serve as a director, a substitute will be selected by the Board of
Directors and all proxies eligible to be voted for the Board's nominees will be
voted for such other person.
Set forth below for each nominee is his name, age, the year in which he
became a director of the Company, his principal occupations during the last five
years and any additional directorships in publicly-held companies. The
information is as of April 30, 1997.
Charles S. Brand, 56, Director since 1997. Chairman of the Board and
Chief Executive Officer of the Company since April 1997. From February 1994 to
April 1997, Mr. Brand was the President of mmTech, Inc. ("mmTech"), a
manufacturer of wireless communication equipment, which was acquired by the
Company in April 1997. Prior to founding mmTech, Mr. Brand was the founder and
President of Trontech, Inc., a manufacturer of wireless equipment for the
cellular and PCS markets. Mr. Brand has been involved in the development of
local multi-point distribution systems and architecture for over ten years. Mr.
Brand is the nephew of Dr. Frank A. Brand.
Dr. Frank A. Brand, 72, Director since 1997. Since 1991, Dr. Brand has
been a private investor and consultant. Prior to his retirement in 1991, Dr.
Brand held several senior management positions with M/A-COM, Inc., a major
manufacturer of telecommunications products and systems, including Chief
Technical Officer, Chief Operating Officer and Acting Chief Executive Officer.
Dr. Brand is a Life-Fellow of the Institute of Electrical and Electronic
Engineers, a Fellow of Polytechnic University and a member of the Engineering
Dean's Council at UCLA.
Jean-Francois Carreras, 47, Director since 1997. Since October 1994, Mr.
Carreras has been a partner in the Paris law firm of Sokolow, Dunaud, Mercadier
and Carreras. From October 1994 to July 1995, Mr. Carreras was also a partner in
the law firm of Arent, Fox, Kintner, Plotkin & Kahn. Prior thereto, until
October 1994, Mr. Carreras was a partner in the law firm of Coudert Brothers.
Mr. Carreras is a French citizen.
Alfred Mendelsohn, 52, Director since 1982. Mr. Mendelsohn has served as
President of Orbitrex International, Inc., a business management and consulting
firm, since 1979 and as a director of Avery Communications, Inc., a
telecommunications firm, since 1995. Mr. Mendelsohn is a Swiss citizen.
Norman M. Phipps, 37, Director since 1996. President and Chief Operating
Officer of the Company since April 1997. From May 1996 to April 1997, Mr. Phipps
served as Chairman and Acting President of the Company. Mr. Phipps has served as
a Principal of Phipps, Teman & Co. L.L.C. ("PTCO"), a private investment firm,
since August 1993. From January 1991 to August 1993, Mr. Phipps was Managing
General Partner of CP Capital Partners, a private investment firm. Mr. Phipps is
a director of Avery Communications, Inc.
Right to Designate Directors; Changes in Control
In connection with the recapitalization of the Company (the
"Recapitalization"), the Company and Cerberus entered into a Unit Purchase
Agreement, dated as of March 7, 1996 (the "Unit Purchase Agreement"), pursuant
to which the Company issued to Cerberus 30 Units (the "Units"), each Unit
consisting of $50,000 in aggregate principal amount of the Senior Subordinated
Debentures and a Series C Warrant to purchase 84,746 shares of Common Stock.
Pursuant to the terms of the Unit Purchase Agreement, Cerberus currently has the
right to require the Company to increase the size of the Board of Directors by
one person and to designate a person to fill the vacancy created by such
increase. Cerberus has not exercised its right to designate a director.
<PAGE>
To assist the Company in effecting the Recapitalization, the Company
retained PTCO and SFM Group, Ltd. ("SFM"), of which Mr. Schneider and Mr.
Mendelsohn were principals, pursuant to the terms of a Consulting Agreement,
dated December 20, 1995 (the "Consulting Agreement"). Pursuant to the terms of
the Consulting Agreement, among other things, Murray H. Feigenbaum, the former
President of the Company, and Jerome Deutsch, the former Executive Vice
President of the Company, granted irrevocable proxies to PTCO and SFM to vote
the shares of Common Stock owned by them at that time on certain matters,
including the election of directors (the "Voting Rights"). Under the terms of
the Consulting Agreement, PTCO has the right to elect three directors and SFM
has the right to elect two directors. Accordingly, since Mr. Feigenbaum and Mr.
Deutsch owned more than 50% of the Common Stock then outstanding, PTCO and SFM
were deemed to have acquired control of the Company at that time. Pursuant to
the Consulting Agreement, Richard K. Laird, Mr. Phipps and Mr. Lawrence I.
Schneider were designated as directors by PTCO and Mr. Henry N. Schneider was
designated as a director by SFM. In connection with the acquisition of mmTech,
PTCO and SFM irrevocably waived their rights under the Consulting Agreement to
appoint directors and to exercise the Voting Rights. SFM is no longer in
existence and Messrs. Schneider and Mendelsohn have succeeded to its rights
under the Consulting Agreement and the proxy arrangements referenced above.
Pursuant to the terms of the Agreement and Plan of Merger, dated
December 18, 1996 (as amended, the "Merger Agreement"), among the Company,
mmTech, a wholly owned subsidiary of the Company ("Merger Sub"), and Charles S.
Brand, Merger Sub merged with and into mmTech (the "Merger") and mmTech became a
wholly owned subsidiary of the Company. Pursuant to the Merger, each outstanding
share of mmTech common stock was converted into 192,478 shares of Common Stock,
resulting in the issuance of 19,247,800 shares of Common Stock to Mr. Brand.
Upon consummation of the Merger, Mr. Brand became the Chairman and Chief
Executive Officer of the Company and its largest stockholder. Accordingly, upon
consummation of the Merger, Mr. Brand acquired control of the Company. At that
time, Norman M. Phipps, previously the Chairman and Acting President of the
Company, became the President and Chief Operating Officer of the Company.
Following the Merger, the Company's Board of Directors was reconstituted to
consist of Mr. Brand, Frank Brand, Jean-Francois Carreras, Alfred Mendelsohn and
Mr. Phipps.
Resignation of Directors
During 1996, Jerome Deutsch, Steven D. Feigenbaum and Mark Fisher
resigned as directors in connection with the Recapitalization. Also during 1996,
Murray H. Feigenbaum, Richard K. Laird, Henry N. Schneider and Lawrence I.
Schneider resigned as directors of the Company.
In connection with his resignation as Chairman, President and Chief
Executive Officer of the Company in May 1996, Mr. Laird alleged that, among
other things, prior management of the Company had caused the Company to
materially overstate its revenues and earnings for the quarterly periods ended
December 31, 1995 and March 31, 1996. The Board of Directors appointed a special
audit committee to investigate the allegations made by Mr. Laird and retained
special counsel to assist the committee in its investigation. In September 1996,
the committee received a report from its special counsel concerning Mr. Laird's
allegations. After careful review of the report, the committee determined that
it was not appropriate for the Company to amend its previously filed financial
statements. The Company also settled claims made by Mr. Laird pursuant to his
employment agreement. See "Employment Agreements."
BOARD ORGANIZATION AND MEETINGS
During the fiscal year ended June 30, 1996, the Board of Directors held
eight meetings. During such fiscal year, each member of the Board of Directors
attended at least 75% of all meetings of the Board of Directors and committees
of the Board of Directors of which such director was a member. Currently there
are three standing committees of the Board of Directors, each of which is
described below.
<PAGE>
Audit Committee. The Audit Committee currently consists of Mr.
Mendelsohn (Chairman), Dr. Frank Brand and Mr. Carreras. The Audit Committee
makes recommendations to the Board of Directors with respect to the independent
auditors of the Company's financial statements, reviews the scope of the annual
audit and meets periodically with the Company's independent auditors to review
their findings and recommendations, reviews quarterly financial information and
earnings releases prior to public dissemination, approves major accounting
policies and changes thereto and periodically reviews the Company's principal
internal accounting controls to assure that the Company maintains an appropriate
system of financial control. During fiscal 1996, the Audit Committee met once.
Compensation Committee. The Compensation Committee currently consists of
Messrs. Carreras (Chairman) and Mendelsohn. The Compensation Committee
periodically reviews and determines the amount and form of compensation and
benefits payable to the Company's principal executive officers and certain other
management personnel. The Compensation Committee also administers certain of the
Company's employee benefit plans. During fiscal 1996, the Compensation Committee
met once.
Executive Committee. The Executive Committee currently consists of Mr.
Charles Brand (Chairman), Dr. Frank Brand and Mr. Phipps. The Executive
Committee exercises such authority as is delegated to it from time to time by
the full Board of Directors. During fiscal 1996, the Executive Committee did not
meet.
The Company does not have a separate, standing nominating committee, but
the functions of such a committee are performed by the Board of Directors. The
Board of Directors will consider appropriate persons recommended by stockholders
for election to the Board of Directors. Stockholders wishing to submit such
recommendations may do so by sending a written notice to the Secretary of the
Company a reasonable period of time prior to the mailing of the Company's Proxy
Statement for the related Annual Meeting.
COMPENSATION OF DIRECTORS
The Company currently does not regularly compensate directors for their
service to the Company. However, directors are reimbursed for out-of-pocket
expenses incurred in their capacity as directors of the Company. In May 1996,
Lawrence I. Schneider was elected Chairman of the Executive Committee for a
five-year term. As compensation, Mr. Schneider was paid $100,000 in June 1996.
Mr. Schneider resigned as a director in November 1996.
The Company expects to enter into an agreement with Dr. Frank Brand
pursuant to which Dr. Brand would provide consulting services to the Company in
exchange for a per diem payment in an amount to be determined.
In the event that the Stock Compensation Program is adopted by the
stockholders at the Meeting, outside directors will receive annual grants of
options covering 5,000 shares of Common Stock. Such options will have a term of
five years and will have exercise prices equal to the fair market value of the
underlying shares of Common Stock on the date of grant. See "Proposal Three --
Approval of the LogiMetrics, Inc. 1997 Stock Compensation Program."
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of April 30, 1997 with
respect to beneficial ownership of the Common Stock by (i) each current
director, (ii) each current executive officer named in the Summary Compensation
Table below, and (iii) all current executive officers and directors as a group.
The mailing address of each such person is c/o LogiMetrics, Inc., 121-03 Dupont
Street, Plainview, New York 11803. All persons listed have sole voting and
investment power with respect to their shares unless otherwise indicated.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owner Ownership (1) Class
<S> <C> <C>
Charles S. Brand 19,367,800(2) 86.0%
Frank A. Brand -- *
Jean-Francois Carreras 32,500(3) *
Alfred Mendelsohn 421,250(4) 1.8
Norman M. Phipps 435,618(5) 1.9
All Executive Officers 20,842,907(2),(3),(4),(5),(6) 87.0
and Directors as a
group (7 persons)
</TABLE>
- -------
* Less than 1%
(1) Each stockholder possesses sole voting and investment power with respect
to the shares listed, except as otherwise indicated. The number of shares
beneficially owned by each stockholder is determined under rules
promulgated by the Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power, and also
any shares that the individual has the right to acquire within 60 days
after April 30, 1997.
(2) Assumes (i) the exercise of Amended and Restated Series A Warrants to
purchase an aggregate of 40,000 shares of Common Stock, and (ii) the
conversion of $20,000 in aggregate principal amount of the Company's
Amended and Restated 12% Subordinated Debentures into an aggregate of
80,000 shares of Common Stock.
(3) Assumes the exercise of (i) Series E Warrants to purchase an aggregate of
20,000 shares of Common Stock, and (ii) Series F Warrants to purchase an
aggregate of 12,500 shares of Common Stock.
(4) Assumes the exercise of (i) Series B Warrants to purchase an aggregate of
290,000 shares of Common Stock, and (ii) Series F Warrants to purchase an
aggregate of 100,000 shares of Common Stock. Also includes 30,000 shares
held by a corporation owned by Mr. Mendelsohn.
(5) Assumes (i) the exercise of Series D Warrants to purchase an aggregate of
23,585 shares of Common Stock, (ii) the exercise of Series E Warrants to
purchase an aggregate of 253,542 shares of Common Stock, (iii) the
exercise of Series F Warrants to purchase an aggregate of 134,906 shares
of Common Stock, and (iv) the conversion of 1/4 share of Preferred Stock
into an aggregate of 23,585 shares of Common Stock.
<PAGE>
(6) Assumes: (i) the exercise of options to purchase an aggregate of 250,000
shares of Common Stock, (ii) the conversion of 1/4 share of Preferred
Stock into an aggregate of 23,585 shares of Common Stock, (iii) the
exercise of Series D Warrants to purchase an aggregate of 23,585 shares
of Common Stock, (iv) the exercise of Series E Warrants to purchase an
aggregate of 200,125 shares of Common Stock, and (v) the exercise of
Series F Warrants to purchase an aggregate of 88,444 shares of Common
Stock.
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes certain information relating to the
compensation paid or accrued by the Company for services rendered during the
fiscal years ended June 30, 1996, June 30, 1995 and June 30, 1994 to its Chief
Executive Officer and each of the Company's four other most highly paid
executive officers whose compensation exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation Long-Term
--------------------------------------------
Other Compensation All
Name and Fiscal Annual Awards/Options Other
Principal Position Year Salary Bonus Compensation (No. of Shares) Compensation
<S> <C> <C> <C> <C> <C> <C>
Richard K. Laird (A) 1996 $28,300 $200,000(B) - 225,000(C)
Former Chairman of the 1995 - - - -
Board, President & CEO 1994 - - -
Norman M. Phipps 1996 - - - -
Chairman of the Board 1995 - - - -
Acting President and 1994 - - - -
Acting Principal
Executive Officer
Murray H. Feigenbaum(D) 1996 $145,900 - - - $19,096(E)
Former Executive 1995 132,700 $22,682 - -
Vice President and 1994 122,500 10,190 - -
Director
</TABLE>
- -------------------
(A) Mr. Laird resigned on May 30, 1996. See "Resignation of Directors" and
"Employment Agreements."
(B) Received in the form of a signing bonus.
(C) Options to purchase 1,000,000 shares of Common Stock were granted on
March 7, 1996, at exercise prices ranging from $.40 per share to $4.00
per share. Pursuant to the Settlement Agreement, Mr. Laird forfeited all
but 225,000 of the 1,000,000 options originally granted to him. The
remaining options to purchase 225,000 shares of Common Stock have an
exercise price of $.40 per share. See "Resignation of Directors" and
"Employment Agreements."
(D) Mr. Feigenbaum resigned as a director and retired from employment on June
13, 1996. See "Resignation of Directors."
(E) Includes payment by the Company for medical insurance ($4,893),
disability insurance ($5,225), legal fees ($2,500) and life insurance
($6,478).
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table reflects the stock option grants made to the
Company's named executive officers during the fiscal year ended June 30, 1996.
The Company did not grant any stock appreciation rights, restricted stock awards
or make any long-term incentive plan payout during this period.
<TABLE>
<CAPTION>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date
<S> <C> <C> <C> <C> <C>
Richard K. Laird 225,000(A) 47.4% $.40 9/14/99
Norman M. Phipps 0 0.0% --- ---
Murray H. Feigenbaum 0 0.0% --- ---
</TABLE>
(A) Adjusted to give effect to the terms of the Settlement Agreement. See
"Resignation of Directors" and "Employment Agreements."
In connection with his employment as the Company's Senior Vice President
of Finance and Administration, Russell J. Reardon was granted options covering
250,000 shares of Common Stock as of May 1, 1996. The options granted to Mr.
Reardon vested immediately and have an exercise price of $.50 per share, equal
to the fair market value of the underlying shares of Common Stock on the date of
grant.
FISCAL YEAR-END OPTION VALUES
The table below sets forth information regarding unexercised options
held by the Company's named executive officers as of June 30, 1996.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Options Value of Unexercised
at Fiscal Year End In-The-Money Options at
(#) Exercisable/Unexercisable Fiscal Year End ($) (1)
----------------------------- -----------------------
<S> <C> <C>
Richard K. Laird 225,000/0 $303,750/0
Norman M. Phipps 0/0 0/0
Murray H. Feigenbaum 100,000/0 $165,000/0
</TABLE>
(1) Based on a closing bid price of $1.75 per share for the Common Stock on
June 30, 1996.
Employment Agreements
In connection with the Merger, Mr. Charles Brand and Mr. Phipps entered
into five-year employment agreements with the Company. Pursuant to such
agreements, Mr. Brand will receive an annual base salary of $200,000 and Mr.
Phipps will receive an annual base salary of $150,000, subject to periodic
increases at the discretion of the Board of Directors. Mr. Brand and Mr. Phipps
will be entitled to participate in all compensation and employee benefit plans,
including such bonuses as may be authorized by the Board of Directors from time
to time. The Company also agreed to provide and maintain a $1,000,000 term-life
insurance policy for the benefit of each of Mr. Brand and Mr. Phipps. In the
event of the termination of employment by the Company (other than upon
<PAGE>
death, permanent disability or a "termination for cause"), each of Mr. Brand and
Mr. Phipps would be entitled to receive his then-current base salary for a
period equal to the greater of (i) the remainder of the term of his employment
agreement, or (ii) twelve months from the effective date of termination.
In connection with his appointment as Chairman, President and Chief
Executive Officer, in March 1996 the Company entered into an employment
agreement with Richard K. Laird (the "Laird Employment Agreement") for a term
expiring on June 30, 2000. Pursuant to the Laird Employment Agreement, Mr. Laird
received an annual base salary of $150,000, subject to periodic increases at the
discretion of the Board of Directors, and a one-time bonus of $200,000 upon
commencement of his employment. Under the Laird Employment Agreement, Mr. Laird
was entitled to receive a bonus at least equal to his then-current base salary
in the event that the Company's performance met or exceeded certain agreed-upon
performance targets. Pursuant to the Laird Employment Agreement, Mr. Laird
received options to acquire up to 1,000,000 shares of Common Stock at exercise
prices ranging between $.40 and $4.00, subject to a five-year vesting schedule.
The Laird Employment Agreement also provided that the Company would lend Mr.
Laird amounts payable by him upon the exercise of such options without interest.
Any such loan was repayable on the earliest of (i) five years from the date of
the loan, (ii) the sale by Mr. Laird of the underlying Common Stock, and (iii)
at certain specified times following the termination of his employment. Mr.
Laird was also entitled to participate in all compensation and employee benefit
plans maintained by the Company. Pursuant to the Laird Employment Agreement, the
Company agreed to provide Mr. Laird with a car and to maintain a $2,000,000
term-life insurance policy for his benefit. In the event that Mr. Laird's
employment was terminated by the Company, other than as a result of his death,
permanent disability or for "Good Cause", or that Mr. Laird terminated his
employment for "Good Reason," Mr. Laird was entitled to a severance payment of
$750,000, payable in 12 equal monthly installments and to the continuation of
certain benefits. Mr. Laird was also entitled to similar severance benefits if
he terminated his employment with the Company for any reason up to one year
following a "Change in Control" of the Company.
In his resignation letter to the Company, Mr. Laird asserted that his
resignation constituted a termination of his employment for "Good Reason"
pursuant to the terms of the Laird Employment Agreement, entitling him to the
severance benefits summarized above. In September 1996, Mr. Laird and the
Company entered into a Settlement Agreement (the "Settlement Agreement")
pursuant to which, among other things, Mr. Laird and the Company settled any
claims or disputes that may have arisen out of Mr. Laird's relationship with the
Company or the termination thereof, including any claims Mr. Laird may have had
under the Laird Employment Agreement. Pursuant to the terms of the Settlement
Agreement, Mr. Laird forfeited all but 225,000 of the 1,000,000 options granted
to him pursuant to the Laird Employment Agreement. The remaining options have an
exercise price of $.40 per share. The Company did not make any cash payments to
Mr. Laird under the Settlement Agreement.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
certain officers and persons holding more than 10% of a registered class of the
Company's equity securities to file with the Securities and Exchange Commission
and to provide the Company with initial reports of ownership, reports of changes
in ownership and annual reports of ownership of Common Stock and other equity
securities of the Company. Based solely upon a review of such reports furnished
to the Company, the Company believes that the following directors, officers, and
beneficial owners failed to file on a timely basis, reports required by Section
16(a) of the Securities and Exchange Act of 1934, as amended, during the fiscal
year ended June 30, 1996 or prior fiscal years. All violations relating to
Messrs. Mendelsohn, Phipps, Reardon and Teman and to PTCO have been cured as of
the date hereof.
<PAGE>
<TABLE>
<CAPTION>
Date of Event
Reporting Requiring
Person Form Filing of Form Transaction(s)
<S> <C> <C> <C>
PTCO Form 3 March 7, 1996 Acquisition of (i) l/2 share of
Preferred Stock convertible into
47,170 shares of Common Stock;
(ii) Series D Warrant to purchase
47,170 shares of Common Stock;
(iii) Series E Warrants to
purchase 708,333 shares of Common
Stock.
Form 4 April 9, 1996 Distribution of (i) 1/2 share of
Preferred Stock convertible into
47,170 shares of Common Stock;
(ii) Series D Warrant to purchase
47,170 shares of Common Stock;
(iii) Series E warrants to
purchase 708,333 shares of Common
Stock.
Form 4 May 1, 1996 Acquisition of 235,850 Series F
Warrants.
Norman M. Form 3 March 7, 1996 Elected director.
Phipps
Beneficial ownership of
the following securities
owned by PTCO: (i) Series D
Warrants to purchase
23,585 shares of Common
Stock; (ii) Series E
Warrants to purchase
296,042 shares of Common
Stock; and (iii) 1/4
share of Preferred Stock
convertible into 23,585
shares of Common Stock.
Form 4 April 9, 1996 Change in form of beneficial
ownership (direct acquisition of
securities formerly owned by PTCO).
Form 4 May 1, 1996 Acquisition of Series F Warrants
to purchase 147,406 shares of
Common Stock held by PTCO.
Alfred Form 3 June 18, 1982 Elected director.
Mendelsohn
Form 4 January 21, 1983 Grant of options to acquire 5,000
shares of Common Stock.
Form 4 June 12, 1984 Exercise of options to acquire
5,000 shares of Common Stock.
<PAGE>
Date of Event
Reporting Requiring
Person Form Filing of Form Transaction(s)
Form 3 March 31, 1986 Elected director.
Direct ownership of 5,000
shares of Common Stock and
beneficial ownership of 24,000
shares of Common Stock held by
Orbitrex International, Inc.
Form 4 June 29, 1992 Acquisition of 20,000 shares of
Common Stock.
Form 3 August 31, 1995 Elected director.
Beneficial Ownnership of Series
B Warrants to purchase 290,000
shares of Common Stock held
by SFM; beneficial ownership of
30,000 shares of Common Stock
held by Orbitrex International,
Inc. and direct ownership of
26,250 shares of Common Stock.
Form 4 March 7, 1996 Change in form of beneficial ownership
(direct acquisition of Series B Warrants
formally owned by SFM)
Form 4 May 1, 1996 Acquisition of Series F Warrants to
purchase 100,000 shares of Common
Stock.
Richard K. Form 3 March 7, 1996 Elected director.
Laird
Ownership of Series D Warrants
to purchase 94,340 shares of
Common Stock.
Ownership of Preferred Stock
convertible into 94,340 Shares
of Common Stock.
Options to purchase 1,000,000
shares of Common Stock.
Form 4 September 14, 1996 Options to purchase 1,000,000
shares of Common Stock were
reduced to options to purchase
225,000 shares of Common Stock.
Mark B. Fisher Form 3 August 31, 1995 Ownership of Series B Warrants to
<PAGE>
Date of Event
Reporting Requiring
Person Form Filing of Form Transaction(s)
purchase 520,000 shares of Common
Stock from SFM.
Ownership of Series A Warrants to
purchase 60,000 shares of Common
Stock.
Ownership of 1-1/2 Subordinated
Debentures convertible into
120,000 shares of Common
Stock.
Wade Teman Form 3 May 30, 1996 Appointed Senior Vice President.
Ownership of the following Securities:
(i) Series D Warrants to purchase 23,585
shares of Common Stock; (ii) Series E
Warrants to purchase 200,125 Share
of Common Stock; and (iii) 1/4 share of
Preferred Stock convertible into 23,585
shares of Common Stock.
Acquisition of Series F Warrants to
purchase 88,444 shares of Common Stock
held by PTCO.
Russell J. Form 3 April 1, 1996 Appointed Chief Financial Reardon Officer.
Form 4 May 1, 1996 Acquisition of options to purchase 250,000
shares of Common Stock.
Henry N. Form 3 March 7, 1996 Elected director.
Schneider
Ownership of Series D Warrants to
purchase 94,340 shares of Common
Stock.
Ownership of 1 share of Preferred
Stock convertible into 94,340 shares
of Common Stock.
Form 4 April 9, 1996 Acquisition of Series E Warrants
to purchase 133,333 shares of
Common Stock from PTCO.
Lawrence I. Form 3 July 14, 1995 Beneficial owner of Series B
Schneider Warrants to purchase 380,000
shares of Common Stock owned
by Rilar Family Associates,
L.P. Direct ownership of
Series B Warrants to purchase
200,000 shares of Common Stock
from SFM.
<PAGE>
Date of Event
Reporting Requiring
Person Form Filing of Form Transaction(s)
Form 4 July 14, 1995 Distribution of Series B Warrants
to purchase 200,000 shares of
Common Stock.
Form 4 March 7, 1996 Acquired ownership of Series E
Warrants to purchase 291,667
shares of Common Stock.
Beneficial ownership of Series
D Warrants to purchase 94,340
shares of Common Stock owned by
his wife, Rita Schneider.
Beneficial ownership of 1 share of
Preferred Stock convertible into
94,340 shares of Common Stock
owned by his wife, Rita Schneider.
Form 4 May 1, 1996 Acquired Series F Warrants to
purchase 331,190 shares of Common
Stock.
SFM Form 3 July 14, 1995 Acquired Series B Warrants to
purchase 1,500,000 shares of
Common Stock.
Form 4 July 14, 1995 Distribution of 1,500,000 Series
B Warrants.
Rilar Family Form 3 July 14, 1995 Acquisition of Series B Warrants
Associates to purchase 380,000 shares of
L.P. Common Stock from SFM.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee is currently comprised of Messrs.
Carreras and Mendelsohn. None of such persons is or has been an officer or
employee of the Company. At present, no executive officer of the Company and no
member of its Compensation Committee is a director or compensation committee
member of any other business entity which has an executive officer that sits on
the Company's Board of Directors or Compensation Committee.
CERTAIN TRANSACTIONS
In July 1995, the Company sold to SFM Series B Warrants to purchase
1,500,000 shares of Common Stock, at a price of $.02 per share, for services
rendered in obtaining bridge financing for the Company.
<PAGE>
In December 1995, the Company entered into the Consulting Agreement
with SFM and PTCO for services to be rendered in the Recapitalization. SFM and
PTCO were granted Series E Warrants to purchase a total of 1,000,000 shares of
Common Stock at $.50 and were subsequently paid fees of $87,500 and $216,377,
respectively, when the financing was provided in March 1996. Alfred Mendelsohn
and Lawrence I. Schneider were the principals of SFM and have succeeded to SFM's
rights under the Consulting Agreement.
Pursuant to the terms of the Consulting Agreement, Messrs. Murray H.
Feigenbaum and Jerome Deutsch gave irrevocable proxies to SFM and PTCO to vote
their shares in respect of the election of five members of the Board of
Directors of the Company and mergers, acquisitions and sales of all or
substantially all of the Company's assets (the "Voting Rights"). Pursuant to the
proxies, SFM has the right to elect two directors and PTCO has the right to
elect three directors. Because prior to the Merger Messrs. Feigenbaum and
Deutsch together owned more than fifty percent (50%) of the issued and
outstanding shares of Common Stock of the Company, the proxies effectively
transferred control of the Company to SFM and PTCO. In connection with the
acquisition of mmTech, PTCO and SFM irrevocably waived their rights under the
Consulting Agreement to appoint directors and to exercise the Voting Rights. SFM
is no longer in existence and Messrs. Schneider and Mendelsohn have succeeded to
its rights under the proxy arrangements referenced above.
In March 1996, former Directors of the Company, Murray H. Feigenbaum and
Jerome Deutsch, were each paid $30,000 plus accrued interest in repayment of
loans made to the Company.
In April 1996, the Company entered into a consulting agreement with PTCO to
provide investment banking services to the Company. The agreement included a
$5,000 monthly retainer and reimbursement of expenses. The agreement expired in
October of 1996 and has not been renewed.
During the fiscal year ended June 30, 1996, the Company paid Orbitrex
International, Inc., whose President is Alfred Mendelsohn, a director of the
Company, $71,000 for business development services provided to the Company.
Additionally, the Company granted Alfred Mendelsohn Series F warrants to
purchase 100,000 shares of Common Stock at $.50 per share.
During the fiscal year ended June 30, 1996, the Company paid $2,500 each
for the personal legal expenses of former directors Murray H. Feigenbaum and
Jerome Deutsch.
Certain holders of the Company's securities, including directors, officers
and beneficial owners of more than 5% of the Common Stock are entitled to
certain registration rights with respect to securities of the Company held by
them. Cerberus also has the right to appoint a director of the Company. See
"Right to Designate Directors; Changes in Control."
For a description of the terms of the Merger Agreement with Mr. Brand, see
"Right to Designate Directors; Changes in Control."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES DESCRIBED ABOVE.
<PAGE>
PROPOSAL TWO
AMENDMENT OF CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors believes that it is advisable to amend Article
FOURTH of the Company's Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 35,000,000 to 100,000,000 shares.
Accordingly, in April 1997, the Board of Directors adopted a resolution
approving an amendment to the first paragraph of Article FOURTH of the Company's
Certificate of Incorporation and directing that the amendment be presented to
the stockholders at the Meeting for their approval. Such amendment would change
only the number of authorized shares of Common Stock. If approved by the
stockholders, the first paragraph of Article FOURTH would read in its entirety
as follows:
FOURTH: The total number of shares of stock which the Corporation shall
have the authority to issue is One Hundred Million Two Hundred
(100,000,200) shares, of which One Hundred Million (100,000,000) shares
are designated as Common Stock, $.01 par value per share, and Two
Hundred (200) shares are designated as Preferred Stock, $.01 par value
per share.
As of the close of business on April 30, 1997, of the 35,000,000 shares of
Common Stock presently authorized by the Certificate of Incorporation,
22,391,434 shares were issued and outstanding, 16,104,180 shares were reserved
for issuance upon the exercise or conversion of outstanding securities of the
Company, and 4,000,000 were reserved for issuance under the Employee Stock
Compensation Program (assuming approval thereof by the stockholders at the
Meeting). Accordingly, if all of the reserved shares were issued, the
outstanding shares of Common Stock would exceed the number presently authorized.
The Board of Directors has concluded that the Company's authorized Common
Stock should be increased, not only to meet the Company's present contractual
commitments to reserve sufficient authorized but unissued shares of Common Stock
for issuance, but also to allow the Company to react quickly to market changes
and opportunities. Although the Company has no present agreements or commitments
to issue additional shares of Common Stock (except pursuant to the terms of the
Company's outstanding securities, as described above), an increase in the number
of authorized shares of Common Stock would provide the Company the necessary
flexibility to pursue potential financing, acquisition and merger opportunities,
and other potential corporate opportunities, without incurring the expense and
delay of holding a special stockholders meeting to authorize the issuance of
additional shares of Common Stock. If the proposed amendment is approved by
stockholders, no further action or authorization by the Company's stockholders
would be necessary prior to the issuance of additional shares, except as may be
provided by applicable law, regulatory agencies or by the rules of any stock
exchange or national securities association on which the Company's securities
may then be listed or included for trading.
The additional shares which would be authorized for issuance if the
proposed amendment is approved by the stockholders would be identical to the
shares of Common Stock now authorized and outstanding. The Company's Common
Stock has no conversion, pre-emptive or other subscription rights and is not
redeemable.
The proposed increase in the number of authorized shares of Common Stock is
not intended to prevent or impede a change in control of the Company. Further,
the Company is not aware of any current effort to acquire control of the
Company. However, the issuance of additional shares of Common Stock could be
used to inhibit, or make more costly, an attempt to acquire control of the
Company. For instance, the issuance of additional shares of Common Stock could
have the effect of diluting earnings and book value per share, and could be used
to dilute the stock ownership of a person or entity seeking to obtain control of
the Company, including upon issuance under a stockholder rights plan or "poison
pill." In addition, shares could be sold to purchasers who might oppose a
specific attempt to gain control of the Company.
<PAGE>
If the proposed amendment is approved by the stockholders, it will become
effective upon the filing of a Certificate of Amendment in accordance with the
provisions of the Delaware General Corporation Law.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL TWO.
PROPOSAL THREE
APPROVAL OF THE LOGIMETRICS, INC. EMPLOYEE STOCK COMPENSATION PROGRAM
In April 1997, the Board of Directors adopted, subject to stockholder
approval, the Stock Compensation Program in order to promote the interests of
the Company, its direct and indirect present and future subsidiaries and its
stockholders by providing eligible persons with the opportunity to acquire a
proprietary interest, or to increase their proprietary interest, in the Company
as an incentive to remain in the service of the Company. At the Meeting, the
stockholders will be asked to consider and vote on the adoption of the Stock
Compensation Program. The following is a description of certain of the terms and
conditions of the Stock Compensation Program. Such description does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Stock Compensation Program attached hereto as Annex A.
The Stock Compensation Program authorizes the granting of incentive stock
options, non-qualified supplementary options, stock appreciation rights,
performance shares and stock bonus awards to employees and consultants of the
Company and its subsidiaries (approximately 75 in total), including those
employees serving as officers or directors of the Company (the "Employee
Plans"). The Stock Compensation Program also authorizes automatic option grants
to directors who are not otherwise employed by the Company (the "Independent
Director Plan"). 4,000,000 shares of Common Stock will be reserved for issuance
in connection with the Stock Compensation Program of which up to 3,850,000
shares may be issued under the Employee Plans and up to 150,000 shares may be
issued under the Independent Director Plan. In the event that an option or award
granted under the Stock Compensation Program expires, is terminated or forfeited
or certain performance objectives with respect thereto are not met prior to
exercise or vesting, then the number of shares of Common Stock covered thereby
will again become eligible for grant under the Stock Compensation Program. The
Company will receive no consideration for grants of options or awards under the
Stock Compensation Program.
The Stock Compensation Program will be administered by the Compensation
Committee (the "Administrator") which is comprised of directors who are
"non-employee directors" for purposes of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), so long as the
Stock Compensation Program continues to be governed by the provisions of such
Rule. Subject to applicable law and the terms of the Stock Compensation Program,
the Administrator will have the authority to grant options and awards under the
Stock Compensation Program, including to determine the terms and conditions of
each individual grant, to interpret and administer the provisions of the Stock
Compensation Program, to adopt, amend and rescind rules and regulations
pertaining to the administration of the Stock Compensation Program and to make
all determinations relative thereto. Notwithstanding the foregoing, the
Independent Director Plan has been designed to be "self-executing" in that
options are granted automatically every year. Further, the Administrator will
have only certain limited responsibilities under the Independent Director Plan.
Options and awards granted under the Stock Compensation Program may have an
exercise or payment price as established by the Administrator; provided that the
exercise price of incentive stock options granted under the Employee Plans may
not be less than the fair market value of the underlying shares on the date of
grant. Options granted under the Independent Director Plan must have an exercise
price equal to the fair market value of the underlying shares on the date of
grant. Upon exercise or payment of an option or award under the Stock
Compensation Program, the participant will be required to provide the payment
price in full, in cash or in shares of the Company's securities valued at fair
market value on the date of the exercise of the option or award. The Stock
Compensation Program does provide for the "cashless exercise" of options granted
thereunder pursuant to which recipients of options may use the proceeds from the
sale of shares of Common Stock received upon the exercise of options to pay the
exercise price therefor. In connection with any exercise of options or awards,
the Company will
<PAGE>
have the right to collect or withhold from any payments under the Stock
Compensation Program all taxes required to be withheld under applicable law.
Unless otherwise provided at the date of grant, no option or award may vest
within one year of the date of grant and no option or award may be exercised
more than ten years from the date of grant. Options granted under the
Independent Director Plan will vest one year following the date of grant and
will expire if not exercised on or before the fifth anniversary thereof. Unless
otherwise specified by the Administrator, options and awards (other than
pursuant to the Independent Director Plan) will vest in four equal installments
on the first, second, third and fourth anniversaries of the date of grant. The
Administrator may accelerate the vesting of any option or award granted under
the Stock Compensation Program, including upon the occurrence of a "Change in
Control Event" (as defined in the Stock Compensation Program). Options granted
under the Independent Director Plan will automatically vest upon the occurrence
of a "Change in Control Event."
Options and awards granted under the Stock Compensation Program will be
nontransferable, except by will or by the laws of descent and distribution.
However, the Administrator may permit the recipient of a non-incentive stock
option granted under the Employee Plans and options granted under the
Independent Director Plan to transfer the option to a family member or a trust
created for the benefit of family members. During the lifetime of a participant,
an option may be exercised only by the participant or a permitted transferee. In
the event that a participant's employment or service terminates as a result of
death, all vested awards will be paid to the participant's estate by the Company
and the participant's estate or any permitted transferee will have the right to
exercise vested options for a period ending on the earlier of the expiration
dates of such options or one year from the date of death. If the participant's
employment or service terminates as a result of retirement or a "disability" (as
set forth in the Stock Compensation Program), all vested awards will be paid to
the participant by the Company and the participant or any permitted transferee
will have the right to exercise vested options for a period ending on the
earlier of the expiration dates of such options or one year from the date of
termination. If the participant's employment or service terminates for cause,
all options and awards will automatically expire upon termination. If the
participant's employment or service terminates other than as a result of death,
disability, retirement or termination for cause, the participant will have the
right to collect on vested awards immediately and the participant or any
permitted transferee will have the right to exercise vested options for a period
ending on the earlier of the expiration dates of such options or awards or
thirty days from the date of termination, subject to extension at the discretion
of the Administrator, or three months from the date of termination in the case
of options granted pursuant to the Independent Director Plan. In all cases, any
unvested options or awards will terminate as of the date of termination of
employment or service.
The Administrator may amend or revise the terms of the Stock Compensation
Program from time to time; however no such amendment or revision may alter or
impair an option or award without the consent of the holder thereof and no
amendment may be made without stockholder approval if such approval is required
pursuant to applicable law. The Stock Compensation Program will terminate on
April 30, 2007, unless earlier terminated by the Board of Directors. No options
or awards may be granted under the Stock Compensation Program after its
termination; however, termination of the Stock Compensation Program will not
affect the status of any option or award outstanding on the date of termination.
Subject to certain exceptions not discussed herein, neither the Company nor
the participant will recognize taxable income or loss upon the grant of
non-qualified supplementary options, stock appreciation rights or performance
shares, or upon the issuance of any stock bonuses under the Stock Compensation
Program. In general, the participant will recognize ordinary income upon
exercise of a non-qualified supplementary option or stock appreciation right,
payment of performance shares, or lapse of forfeiture restrictions on any stock
bonus. The amount of income recognized generally will equal the difference
between (i) the fair market value of the underlying shares of Common Stock on
the date of the exercise or payment plus the amount of cash and other
consideration, if any, received by the participant and (ii) the exercise or
payment price, if any. The Company generally will receive a corresponding tax
deduction equal to the amount includable in the participant's income.
In addition, neither the Company nor the participant will recognize taxable
income or loss upon the grant or exercise of incentive stock options, although
there may be alternative minimum tax consequences to the participant upon
exercise. Upon subsequent disposition of the shares of Common Stock covered by
incentive stock options, the participant generally will recognize either capital
gain or loss or ordinary income, depending on whether certain
<PAGE>
holding period requirements are satisfied. The Company generally will be
entitled to a tax deduction if the participant recognizes ordinary income.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL THREE.
PROPOSAL FOUR
RATIFICATION OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP as the Company's
independent public accountants for the fiscal year ending June 30, 1997.
Deloitte & Touche LLP served as the Company's independent accountants for the
fiscal year ended June 30, 1996. Although the appointment of independent public
accountants is not required to be approved by stockholders, the Board of
Directors believes stockholders should participate in the selection of the
Company's independent public accountants. Accordingly, the stockholders will be
asked at the Meeting to ratify the Board's appointment of Deloitte & Touche LLP
as the Company's independent public accountants for the fiscal year ending June
30, 1997. Representatives of Deloitte & Touche LLP will be present at the
Meeting. They will have an opportunity to make a statement if they so desire and
will be available to respond to appropriate questions of the stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL FOUR.
STOCKHOLDER PROPOSALS
Any proposal intended to be presented by a stockholder at the 1998 Annual
Meeting of Stockholders must be received by the Company at the address specified
below a reasonable period of time prior to the mailing of the Proxy Statement
for the 1998 Annual Meeting to be considered for inclusion in therein. Any
proposal should be addressed to Secretary, LogiMetrics, Inc., 121-03 Dupont
Street, Plainview, New York 11803 and should be sent by certified mail, return
receipt requested.
OTHER MATTERS
The Board of Directors does not know of any matters, other than those
referred to in the accompanying Notice for the Meeting, to be presented at the
Meeting for action by the stockholders. However, if any other matters are
properly brought before the Meeting or any adjournments thereof, it is intended
that votes will be cast with respect to such matters, pursuant to the proxies,
in accordance with the best judgment of the person acting under the proxies.
By Order of the Board of Directors
/s/ Russell J. Reardon
Russell J. Reardon, Secretary
May 15, 1997
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED JUNE 30, 1996, INCLUDING FINANCIAL STATEMENTS, ACCOMPANIES THIS PROXY
STATEMENT. THE ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL
OR AS A COMMUNICATION BY MEANS OF WHICH ANY SOLICITATION IS TO BE MADE.
<PAGE>
A-15
ANNEX A
LOGIMETRICS, INC.
1997 STOCK COMPENSATION PROGRAM
A. Purposes. This LogiMetrics, Inc. 1997 Stock Compensation Program
(the "Program") is intended to promote the interests of LogiMetrics, Inc. (the
"Company"), its direct and indirect present and future subsidiaries (the
"Subsidiaries"), and its stockholders, by providing eligible persons with the
opportunity to acquire a proprietary interest, or to increase their proprietary
interest, in the Company as an incentive to remain in the service of the
Company.
B. Elements of the Program. In order to maintain flexibility in the
award of benefits, the Program is comprised of six parts -- the Incentive Stock
Option Plan ("Incentive Plan"), the Supplemental Stock Option Plan
("Supplemental Plan"), the Stock Appreciation Rights Plan ("SAR Plan"), the
Performance Share Plan ("Performance Share Plan"), the Stock Bonus Plan ("Stock
Bonus Plan") and the Independent Director Plan (the "Independent Director
Plan"). Copies of the Incentive Plan, Supplemental Plan, SAR Plan, Performance
Share Plan, Stock Bonus Plan and Independent Director Plan are attached hereto
as Parts I, II, III, IV, V, and VI, respectively, and are collectively referred
to herein as the "Plans." The grant of an option, stock appreciation right,
performance share, or stock bonus under one of the Plans shall not be construed
to prohibit the grant of an option, stock appreciation right, performance share,
or stock bonus under any of the other Plans.
C. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Program set forth below under the heading "General Provisions of Stock
Compensation Program."
<PAGE>
GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM
Article 1. Administration. The Program shall be administered by the
Board of Directors of the Company (the "Board of Directors") or any duly created
committee appointed by the Board of Directors and charged with administration of
the Program. The Board of Directors, or any duly appointed committee, when
acting to administer the Program, is referred to as the "Program Administrator."
Any action of the Program Administrator shall be taken by majority vote at a
meeting or by unanimous written consent of all members without a meeting. No
Program Administrator or member of the Board of Directors shall be liable for
any action or determination made in good faith with respect to the Program or
with respect to any option, stock appreciation right, performance share, or
stock bonus granted thereunder. Notwithstanding any other provision of the
Program, administration of the Independent Director Plan, set forth as Part VI
of this Program, shall be self-executing in accordance with the terms of the
Independent Director Plan, and no Program Administrator shall exercise any
discretionary functions with respect to option grants made under such
Independent Director Plan.
Article 2. Authority of Program Administrator. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrator shall have the authority: (a) to construe and interpret
the Program; (b) to define the terms used herein; (c) to prescribe, amend, and
rescind rules and regulations relating to the Program; (d) to determine to whom
options, stock appreciation rights, performance shares, and stock bonuses shall
be granted under the Program; (e) to determine the time or times at which
options, stock appreciation rights, performance shares, or stock bonuses shall
be granted under the Program; (f) to determine the number of shares subject to
any discretionary option or stock appreciation right under the Program and the
number of shares to be awarded as performance shares or stock bonuses under the
Program, as well as the option price and the duration of each option, stock
appreciation right, performance share and stock bonus, and any other terms and
conditions of options, stock appreciation rights, performance shares, and stock
bonuses; and (g) to make any other determinations necessary or advisable for the
administration of the Program and to do everything necessary or appropriate to
administer the Program. All decisions, determinations and interpretations made
by the Program Administrator shall be binding and conclusive on all participants
in the Program and on their legal representatives, heirs, and beneficiaries.
Article 3. Maximum Number of Shares Subject to the Program. The
maximum aggregate number of shares of the Company's Common Stock, par value $.01
per share ("Common Stock"), available pursuant to the Program, subject to
adjustment as provided in Article 6 hereof, shall be 4,000,000 shares of Common
Stock. Up to 3,850,000 of such shares may be issued under any Plan that is part
of the Program other than the Independent Director Plan. Up to 150,000 shares
may be issued under the Independent Director Plan. If any of the options or
stock appreciation rights granted under the Program expire or terminate for any
reason before they have been exercised in full, the unissued shares subject to
those expired or terminated options and/or stock appreciation rights shall again
be available for the purposes of the Program. If the performance objectives
associated with the grant of any performance shares are not achieved within the
specified performance objective period, or if the performance share grant
terminates for any reason before the performance objective date arrives, the
shares of Common Stock associated with such performance shares shall again be
available for the purposes of the Program. If any stock provided to a recipient
as a stock bonus is forfeited, the shares of Common Stock so forfeited shall
again be available for purposes of the Program. Any shares of Common Stock
delivered pursuant to the Program may consist, in whole or in part, of newly
issued shares or treasury shares.
Article 4. Eligibility and Participation. All employees of the Company
and the Subsidiaries, whether or not officers or directors of the Company or the
Subsidiaries, all consultants of the Company and the Subsidiaries, whether or
not directors of the Company or the Subsidiaries, and all non-employee directors
of the Company shall be eligible to participate in the Program; provided,
however, that (i) only employees of the Company or the Subsidiaries may
participate in the Incentive Plan, and (ii) only Independent Directors (as
defined in the Independent Director Plan) may participate in the Independent
Director Plan. The term "employee" shall include any person who has agreed to
become an employee and the term "consultant" shall include any person who has
agreed to become a consultant.
<PAGE>
Article 5. Effective Date and Term of Program. The Program shall
become effective upon its adoption by the Board of Directors and the
stockholders of the Company; provided, however, that awards may be granted under
the Program prior to obtaining stockholder approval of the Program so long as
such awards are contingent upon such stockholder approval being obtained and may
not be exercised prior to such approval. The Program shall continue in effect
for a term of ten years from the date the Program is adopted by the Board of
Directors unless sooner terminated by the Board of Directors.
Article 6. Adjustments. Subject to the provisions of Articles 18 and
19, in the event that the outstanding shares of Common Stock of the Company are
hereafter increased, decreased, changed into, or exchanged for a different
number or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made by the Program
Administrator in the maximum number and kind of shares as to which options,
stock appreciation rights, and performance shares may be granted under the
Program. A corresponding adjustment changing the number or kind of shares
allocated to unexercised options, stock appreciation rights, performance shares
and stock bonuses or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in outstanding
options and stock appreciation rights shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the option or
stock appreciation right but with a corresponding adjustment in the price for
each share or other unit of any security covered by the option or stock
appreciation right. In making any adjustment pursuant to this Article 6, any
fractional shares shall be disregarded.
Article 7. Termination and Amendment of Program. No options, stock
appreciation rights, performance shares or stock bonuses shall be granted under
the Program after the termination of the Program. The Program Administrator may
at any time amend or revise the terms of the Program or of any outstanding
option, stock appreciation right, performance share or stock bonus issued under
the Program, provided, however, that any stockholder approval necessary or
desirable in order to comply with Rule 16b-3 under the Securities Exchange Act
of 1934, as amended, or with Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") or other applicable law or regulation shall be obtained
prior to the effectiveness of any such amendment or revision. No amendment,
suspension or termination of the Program or of any outstanding option, stock
appreciation right, performance share or stock bonus shall, without the consent
of the person who has received an option, stock appreciation right, performance
share or stock bonus, impair any of that person's rights or obligations under
any option, stock appreciation right, performance share or stock bonus granted
under the Program prior to such amendment, suspension or termination without
that person's written consent.
Article 8. Privileges of Stock Ownership Notwithstanding the exercise
of any options granted pursuant to the terms of the Program or the achievement
of any performance objective specified in any performance share granted pursuant
to the terms of the Program, no person shall have any of the rights or
privileges of a stockholder of the Company in respect of any shares of stock
issuable upon the exercise of his or her option or achievement of his or her
performance objective until certificates representing the shares have been
issued and delivered. No adjustment shall be made for dividends or any other
distributions for which the record date is prior to the date on which any stock
certificate is issued pursuant to the Program.
Article 9. Reservation of Shares of Common Stock. The Company, during
the term of the Program, will at all times reserve and keep available such
number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Program.
Article 10. Tax Withholding. The exercise of any option, stock
appreciation right or performance share, and the grant of any stock bonus under
the Program, are subject to the condition that, if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in any connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then, in such event, the exercise of the
option, stock appreciation right or performance share or the grant of such stock
bonus or the elimination of the risk of forfeiture
<PAGE>
relating thereto shall not be effective unless such withholding tax or other
withholding liabilities shall have been satisfied in a manner acceptable to the
Company.
Article 11. Employment; Service as Director or Consultant. Nothing in
the Program gives to any person any right to continued employment by or service
as a director of or consultant to the Company or the Subsidiaries or limits in
any way the right of the Company, the Subsidiaries or the Company's stockholders
at any time to terminate or alter the terms of that employment or service.
Article 12. Investment Letter; Restrictions or Obligation of the
Company to Issue Securities; Restrictive Legend. Any person acquiring Common
Stock or other securities of the Company pursuant to the Program, as a condition
precedent to receiving the shares of Common Stock or other securities, may be
required by the Program Administrator to submit a letter to the Company stating
that the shares of Common Stock or other securities are being acquired for
investment and not with a view to the distribution thereof. The Company shall
not be obligated to sell or issue any shares of Common Stock or other securities
pursuant to the Program unless, on the date of sale and issuance thereof, the
shares of Common Stock or other securities are either registered under the
Securities Act of 1933, as amended, and all applicable state securities laws, or
exempt from registration thereunder. All shares of Common Stock and other
securities issued pursuant to the Program shall bear a restrictive legend
summarizing the restrictions on transferability applicable thereto, including
those imposed by federal and state securities laws.
Article 13. Covenant Against Competition. The Program Administrator
shall have the right to condition the award to an employee of any option, stock
appreciation right, performance share, or stock bonus under the Program upon the
recipient's execution and delivery to the Company of an agreement not to compete
with the Company during the recipient's employment and for such period
thereafter as shall be determined by the Program Administrator. Such covenant
against competition shall be in a form satisfactory to the Program
Administrator.
Article 14. Rights Upon Termination. If a recipient of an award under
the Program ceases to be a director of the Company or to be employed by or to
provide consulting services to the Company or any Subsidiary (or a corporation
or a parent or subsidiary of such corporation issuing or assuming a stock option
in a transaction to which Section 424(a) of the Code applies), as the case may
be, for any reason other than death or disability, then, unless any other
provision of the Program provides for earlier termination:
(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) shall terminate immediately in the
event the recipient's service or employment is terminated for cause and
in all other circumstances may be exercised, to the extent exercisable
on the date of termination, until (i) three months after the date of
termination in the case of grants under the Independent Director Plan,
and (ii) 30 days after the date of termination in all other cases;
provided, however, that the Program Administrator may, in its
discretion, allow such options or stock appreciation rights (other than
Naked Rights) to be exercised (to the extent exercisable on the date of
termination) at any time within three months after the date of
termination;
(b subject to Section 5(b) of the SAR Plan, all Naked Rights
not payable on the date of termination of employment shall terminate
immediately;
(c) all performance share awards shall terminate immediately
unless the performance objectives have been achieved and the
performance objective period has expired; and
(d) all stock bonuses which are subject to forfeiture shall
be forfeited as of the date of termination.
Article 15. Rights Upon Disability. If a recipient becomes disabled,
within the meaning of Section 22(e)(3) of the Code, while serving as a director
of the Company or while employed by or rendering consulting services to the
Company or any Subsidiary (or a corporation or a parent or subsidiary of such
corporation issuing or assuming a stock option in a transaction to which Section
424(a) of the Code applies), as the case may be, then, unless any other
provision of the Program provides for earlier termination:
<PAGE>
(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) may be exercised, to the extent
exercisable on the date of termination, at any time within one year
after the date of termination due to disability;
(b) all Naked Rights shall be fully paid by the Company as of
the date of disability;
(c) all performance share awards for which all performance
objectives have been achieved (other than continued employment or
service on the Vesting Date) shall be paid in full by the Company; all
other performance shares shall terminate immediately; and
(d) all stock bonuses which are subject to forfeiture shall
be forfeited as of the date of disability.
Article 16. Rights Upon Death of Recipient. If a recipient dies while
serving as a director of the Company or while employed by or rendering
consulting services to the Company or any Subsidiary (or a corporation or a
parent or subsidiary of such corporation issuing or assuming a stock option in a
transaction to which Section 424(a) of the Code applies), as the case may be,
then, unless any other provision of the Program provides for earlier
termination:
(a) subject to Article 21, all options or stock appreciation
rights (other than Naked Rights) may be exercised by the person or
persons to whom the recipient's rights shall pass by will or by the
laws of descent and distribution, to the extent exercisable on the date
of death, at any time within one year after the date of death, unless
any other provision of the Program provides for earlier termination;
(b) all Naked Rights shall be fully paid by the Company as of
the date of death;
(c) all performance share awards for which all performance
objectives have been achieved (other than continued employment or
service on the Vesting Date) shall be paid in full by the Company; all
other performance share awards shall terminate immediately; and
(d) all stock bonuses which are subject to forfeiture shall
be forfeited as of the date of death.
Article 17. Transferability. Options and stock appreciation rights
granted under the Program may not be sold, pledged, assigned or transferred in
any manner by the recipient otherwise than by will or by the laws of descent and
distribution and shall be exercisable (a) during the recipient's lifetime only
by the recipient and (b) after the recipient's death only by the recipient's
executor, administrator or personal representative, provided, however that (i)
the Program Administrator may permit the recipient of a non-incentive stock
option under the Supplemental Plan to transfer the option to a family member or
a trust created for the benefit of family members and (ii) recipients of options
under the Independent Director Plan may transfer such options to a family member
or a trust created for the benefit of family members. In the case of such a
transfer, the transferee's rights and obligations with respect to the option
shall be determined by reference to the recipient and the recipient's rights and
obligations with respect to the option had no transfer been made. The recipient
shall remain obligated pursuant to Articles 10 and 12 hereunder if required by
applicable law. Common Stock which represents either performance shares prior to
the satisfaction of the stated performance objectives and the expiration of the
stated performance objective periods or stock bonus shares prior to the time
that they are no longer subject to risk of forfeiture may not be sold, pledged,
assigned or transferred in any manner.
Article 18. Change in Control. All options granted pursuant to the
Independent Director Plan shall become immediately exercisable upon the
occurrence of a Change in Control Event. With respect to other awards, the
Program Administrator shall have the authority to provide, either at the time
any option, stock appreciation right, performance share or stock bonus is
granted or thereafter, that an option or stock appreciation right shall become
fully exercisable upon the occurrence of a Change in Control Event or that all
restrictions, performance objectives, performance objective periods and risks of
forfeiture pertaining to a performance share or
<PAGE>
stock bonus award shall lapse upon the occurrence of a Change in Control Event.
As used in the Program, a "Change in Control Event" shall be deemed to have
occurred if:
(a) any person, firm or corporation (other than Charles S.
Brand, members of his immediate family, or any trust or other entity
established for the benefit of Mr. Brand and/or members of his
immediate family) acquires directly or indirectly the Beneficial
Ownership (as defined in Section 13(d) of the Securities Exchange Act
of 1934, as amended) of any voting security of the Company and,
immediately after such acquisition, the acquirer has Beneficial
Ownership of voting securities representing 50% or more of the total
voting power of all the then-outstanding voting securities of the
Company;
(b) the individuals who (i) as of the effective date of the
Program constitute the Board of Directors (the "Original Directors"),
(ii) thereafter are elected to the Board of Directors and whose
election or nomination for election to the Board of Directors was
approved by a vote of at least 2/3 of the Original Directors then still
in office (such Directors being called "Additional Original
Directors"), or (iii) are elected to the Board of Directors and whose
election or nomination for election to the Board of Directors was
approved by a vote of at least 2/3 of the Original Directors and
Additional Original Directors then still in office, cease for any
reason to constitute a majority of the members of the Board of
Directors;
(c) the stockholders of the Company shall approve a merger,
consolidation, recapitalization, or reorganization of the Company or
the Company shall consummate any such transaction if stockholder
approval is not sought or obtained, other than any such transaction
which would result in holders of outstanding voting securities of the
Company immediately prior to the transaction having Beneficial
Ownership of at least 50% of the total voting power represented by the
voting securities of the surviving entity outstanding immediately after
such transaction, with the voting power of each such continuing holder
relative to such other continuing holders being not altered
substantially in the transaction; or
(d) the stockholders of the Company shall approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or a substantial portion of the
Company's assets (i.e., 50% or more in value of the total assets of the
Company).
Article 19. Mandatory Exercise. Upon the occurrence of or in
anticipation of a contemplated Change in Control Event, the Company may give a
holder of an option or stock appreciation right written notice requiring such
person either (a) to exercise within a period of time established by the Company
after receipt of the notice each option and stock appreciation right to the
fullest extent exercisable at the end of that period, or (b) to surrender such
option or stock appreciation right or any unexercised portion thereof. Any
portion of such option or stock appreciation right which shall not have been
exercised in accordance with the provisions of the Program by the end of such
period shall automatically lapse irrevocably and the holder shall have no
further rights thereunder.
Article 20. Method of Exercise. Any holder of an option may exercise
his or her option from time to time by giving written notice thereof to the
Company at its principal office, together with payment in full for the shares of
Common Stock to be purchased. The date of such exercise shall be the date on
which the Company receives such notice. Such notice shall state the number of
shares to be purchased. The purchase price of any shares purchased upon the
exercise of any option granted pursuant to the Program shall be paid in full at
the time of exercise of the option by certified or bank cashier's check payable
to the order of the Company or, if permitted by the Program Administrator, by
shares of Common Stock which have been held by the optionee for at least six
months, or by a combination of checks and such shares of Common Stock. The
Program Administrator may, in its sole discretion, permit an optionee to make
"cashless exercise" arrangements, to the extent permitted by applicable law, and
may require optionees to utilize the services of a single broker selected by the
Program Administrator in connection with any cashless exercise. No option may be
exercised for a fraction of a share of Common Stock. If any portion of the
purchase price is paid in shares of Common Stock, those shares shall be valued
at their then Fair Market Value as determined by the Program Administrator in
accordance with Section 4 of the Incentive Plan.
<PAGE>
Article 21. Limitation. Notwithstanding any other provision of the
Program, (a) no option may be granted pursuant to the Program more than ten
years after the date on which the Program was adopted by the Board of Directors,
and (b) any option granted under the Program shall, by its terms, not be
exercisable more than ten years after the date of grant; provided, however, that
any option granted under the Independent Director Plan shall, by its terms, not
be exercisable more than five years after the date of grant.
Article 22. Sunday or Holiday. In the event that the time for the
performance of any action or the giving of any notice is called for under the
Program within a period of time which ends or falls on a Sunday or legal
holiday, such period shall be deemed to end or fall on the next day following
such Sunday or legal holiday which is not a Sunday or legal holiday.
Article 23. Governing Law. The Program shall be governed by and
construed in accordance with the laws of the State of Delaware.
<PAGE>
PLAN I
LOGIMETRICS, INC.
INCENTIVE STOCK OPTION PLAN
Section 1. General. This LogiMetrics, Inc. Incentive Stock Option Plan
("Incentive Plan") is Part I of the Company's Program. The Company intends that
options granted pursuant to the provisions of the Incentive Plan will qualify
and will be identified as "incentive stock options" within the meaning of
Section 422 of the Code. Unless any provision herein indicates to the contrary,
the Incentive Plan shall be subject to the General Provisions of the Program.
Section 2. Terms and Conditions. The Program Administrator may grant
incentive stock options to any person eligible under Article 4 of the General
Provisions. The terms and conditions of options granted under the Incentive Plan
may differ from one another as the Program Administrator shall, in its
discretion, determine, as long as all options granted under the Incentive Plan
satisfy the requirements of the Incentive Plan.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Incentive Plan shall expire on the date
determined by the Program Administrator, but in no event shall any option
granted under the Incentive Plan expire later than ten years from the date on
which the option is granted. Notwithstanding the foregoing, any option granted
under the Incentive Plan to any person who owns more than 10% of the combined
voting power of all classes of stock of the Company or a Subsidiary shall expire
no later than five years from the date on which the option is granted.
Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Incentive Plan shall not be less than the Fair Market
Value of the shares on the date of the grant of the option; except that the
option price with respect to any option granted pursuant to the Incentive Plan
to any person who owns more than 10% of the combined voting power of all classes
of stock of the Company shall not be less than 110% of the Fair Market Value of
the shares on the date the option is granted. "Fair Market Value" shall mean the
fair market value of the Common Stock on the date of grant or other relevant
date. If on such date the Common Stock is listed on a stock exchange or is
quoted on the automated quotation system of NASDAQ, the Fair Market Value shall
be the closing sale price (or if such price is unavailable, the average of the
high bid price and the low asked price) on such date. If no such closing sale
price or bid and asked prices are available, the Fair Market Value shall be
determined in good faith by the Program Administrator in accordance with
generally accepted valuation principles and such other factors as the Program
Administrator reasonably deems relevant.
Section 5. Maximum Amount of Options in Any Calendar Year. The
aggregate Fair Market Value of the Common Stock with respect to which incentive
stock options are exercisable for the first time by any employee during any
calendar year (under the terms of the Incentive Plan and all incentive stock
option plans of the Company and the Subsidiaries) shall not exceed $100,000.
Section 6. Exercise of Options. Unless otherwise provided by the
Program Administrator at the time of grant or unless the installment provisions
set forth herein are subsequently accelerated pursuant to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator with
respect to any one or more previously granted options, options may only be
exercised to the following extent during the following periods of employment:
<PAGE>
Maximum Percentage of
Shares Covered by
Period Following Option Which May be
Date of Grant Purchased
Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%
<PAGE>
PLAN II
LOGIMETRICS, INC.
SUPPLEMENTAL STOCK OPTION PLAN
Section 1. General. This LogiMetrics, Inc. Supplemental Stock Option
Plan ("Supplemental Plan") is Part II of the Company's Program. Any option
granted pursuant to the Supplemental Plan shall not be an incentive stock option
as defined in Section 422 of the Code. Unless any provision herein indicates to
the contrary, this Supplemental Plan shall be subject to the General Provisions
of the Program.
Section 2. Terms and Conditions. The Program Administrator may grant
supplemental stock options to any person eligible under Article 4 of the General
Provisions. The terms and conditions of options granted under the Supplemental
Plan may differ from one another as the Program Administrator shall, in its
discretion, determine, as long as all options granted under the Supplemental
Plan satisfy the requirements of the Supplemental Plan.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Supplemental Plan shall expire on the date
determined by the Program Administrator, but in no event shall any option
granted under the Supplemental Plan expire later than ten years from the date on
which the option is granted.
Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Supplemental Plan shall be determined by the Program
Administrator at the time of grant.
Section 5. Exercise of Options. Unless otherwise provided by the
Program Administrator at the time of grant, or unless the installment provisions
set forth herein are subsequently accelerated pursuant to Article 18 of the
General Provisions of the Program or otherwise by the Program Administrator,
with respect to any one or more previously granted options, options may only be
exercised to the following extent during the following periods of employment or
service:
Maximum Percentage of
Shares Covered by
Period Following Option Which May be
Date of Grant Purchased
Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%
<PAGE>
PLAN III
LOGIMETRICS, INC.
STOCK APPRECIATION RIGHTS PLAN
Section 1. General. This LogiMetrics, Inc. Stock Appreciation Rights
Plan ("SAR Plan") is Part III of the Company's Program.
Section 2. Terms and Conditions. The Program Administrator may grant
stock appreciation rights to any person eligible under Article 4 of the General
Provisions. Stock appreciation rights may be granted either in tandem with
incentive stock options or supplemental stock options as described in Section 4
of the SAR Plan, or as naked stock appreciation rights as described in Section 5
of the SAR Plan.
Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments to recipients upon exercise of stock appreciation rights
may be made in (a) cash by bank check, (b) shares of Common Stock having a Fair
Market Value (determined in the manner provided in Section 4 of the Incentive
Plan) equal to the amount of the payment, (c) a note in the amount of the
payment containing such terms as are approved by the Program Administrator, or
(d) any combination of the foregoing in an aggregate amount equal to the amount
of the payment.
Section 4. Stock Appreciation Rights in Tandem with Incentive or
Supplemental Stock Options. A SAR granted in tandem with an incentive stock
option or a supplemental stock option (each, an "Option") shall be on the
following terms and conditions:
(a) Each SAR shall relate to a specific Option or portion of
an Option granted under the Incentive Plan or the Supplemental Plan, as
the case may be, and may be granted by the Program Administrator at the
same time that the Option is granted or at any time thereafter prior to
the last day on which the Option may be exercised.
(b) A SAR shall entitle a recipient, upon surrender of the
unexpired related Option, or a portion thereof, to receive from the
Company an amount equal to the excess of (i) the Fair Market Value
(determined in accordance with Section 4 of the Incentive Plan) of the
shares of Common Stock which the recipient would have been entitled to
purchase on that date pursuant to the portion of the Option
surrendered, over (ii) the amount which the recipient would have been
required to pay to purchase such shares upon exercise of such Option.
(c) A SAR shall be exercisable only for the same number of
shares of Common Stock, and only at the same times, as the Option to
which it relates. SARs shall be subject to such other terms and
conditions as the Program Administrator may specify.
(d) A SAR shall lapse at such time as the related Option is
exercised or lapses pursuant to the terms of the Program. On exercise
of the SAR, the related Option shall lapse as to the number of shares
exercised.
Section 5. Naked Stock Appreciation Rights. SARs granted by the
Program Administrator as naked stock appreciation rights ("Naked Rights") shall
be subject to the following terms and conditions:
(a) The Program Administrator may award Naked Rights to
recipients for periods not exceeding ten years. Each Naked Right shall
represent the right to receive the excess of (i) the Fair Market Value
of one share of Common Stock (determined in accordance with Section 4
of the Incentive Plan) on the date of exercise of the Naked Right, over
(ii) the Fair Market Value of one share of Common Stock (determined in
accordance with Section 4 of the Incentive Plan) on the date the Naked
Right was awarded to the recipient.
<PAGE>
(b) Unless otherwise provided by the Program Administrator at
the time of award or unless the installment provisions set forth herein
are subsequently accelerated pursuant to Article 18 of the General
Provisions of the Program or otherwise by the Program Administrator
with respect to any one or more previously granted Naked Rights, Naked
Rights may only be exercised to the following extent during the
following periods of employment or service:
Maximum Percentage of
Naked Rights Which
May be Purchased
Period Following
Date of Grant
Less than 12 months 0%
12 months or more and less than 24 months 25%
24 months or more and less than 36 months 50%
36 months or more and less than 48 months 75%
48 months or more 100%
(c) The Naked Rights solely measure and determine the amounts
to be paid to recipients upon exercise as provided in Section 5(a).
Naked Rights do not represent Common Stock or any right to receive
Common Stock. The Company shall not hold in trust or otherwise
segregate amounts which may become payable to recipients of Naked
Rights; such funds shall be part of the general funds of the Company.
Naked Rights shall constitute an unfunded contingent promise to make
future payments to the recipient.
<PAGE>
PLAN IV
LOGIMETRICS, INC.
PERFORMANCE SHARE PLAN
Section 1. General. This LogiMetrics, Inc. Performance Share Plan
("Performance Share Plan") is Part IV of the Company's Program. Unless any
provision herein indicates to the contrary, the Performance Share Plan shall be
subject to the General Provisions of the Program.
Section 2. Terms and Conditions. The Program Administrator may grant
performance shares to any person eligible under Article 4 of the General
Provisions. Each performance share grant shall confer upon the recipient thereof
the right to receive a specified number of shares of Common Stock of the Company
contingent upon the achievement of specified performance objectives within a
specified performance objective period including, but not limited to, the
recipient's continued employment or service as a consultant through the period
set forth in Section 5 of this Performance Share Plan. At the time of an award
of a performance share, the Program Administrator shall specify the performance
objectives, the performance objective period or periods and the period of
duration of the performance share grant. Any performance shares granted under
this Plan shall constitute an unfunded promise to make future payments to the
affected person upon the completion of specified conditions.
Section 3. Mode of Payment. At the discretion of the Program
Administrator, payments of performance shares may be made in (a) shares of
Common Stock, (b) a check in an amount equal to the Fair Market Value
(determined in the manner provided in Section 4 of the Incentive Plan) of the
shares of Common Stock to which the performance share award relates, (c) a note
in the amount specified above in Section 3(b) containing such terms as are
approved by the Program Administrator, or (d) any combination of the foregoing
in the aggregate amount equal to the amount specified above in Section 3(b).
Section 4. Performance Objective Period. The duration of the period
within which to achieve the performance objectives shall be determined by the
Program Administrator. The period may not be less than one year nor more than
ten years from the date that the performance share is granted. The Program
Administrator shall determine whether performance objectives have been met with
respect to each applicable performance objective period. Such determination
shall be made promptly after the end of each applicable performance objective
period, but in no event later than 90 days after the end of each applicable
performance objective period. All determinations by the Program Administrator
with respect to the achievement of performance objectives shall be final,
binding on and conclusive with respect to each recipient.
Section 5. Vesting of Performance Shares. Unless otherwise provided by
the Program Administrator at the time of grant, or unless the installment
provisions set forth herein are subsequently accelerated pursuant to Article 18
of the General Provisions of the Program or otherwise by the Program
Administrator, with respect to any one or more previously granted performance
shares, the Company shall pay to the recipient on the date set forth in Column 1
below ("Vesting Date") the percentage of the recipient's performance share award
set forth in Column 2 below.
Column 1 Column 2
Vesting Date Percentage
1 year from Date of Grant 25%
2 years from Date of Grant 25%
3 years from Date of Grant 25%
4 years from Date of Grant 25%
<PAGE>
PLAN V
LOGIMETRICS, INC.
STOCK BONUS PLAN
Section 1. General. This LogiMetrics, Inc. Stock Bonus Plan ("Stock
Bonus Plan") is Part V of the Company's Program. Unless any provision herein
indicates to the contrary, the Stock Bonus Plan shall be subject to the General
Provisions of the Program.
Section 2. Terms and Conditions. The Program Administrator may grant
bonuses in the form of shares of Common Stock to any person eligible under
Article 4 of the General Provisions. Each such stock bonus shall be forfeited by
the recipient in the event that the recipient's employment by or service as a
director or consultant to the Company or any Subsidiary terminates within the
time periods specified in Section 3 of the Stock Bonus Plan or within such other
time period as the Program Administrator also may provide at the time of grant.
The Program Administrator also may provide at the time of grant that the Common
Stock subject to the stock bonus shall be forfeited by the recipient upon the
occurrence of other events.
Section 3. Forfeiture of Bonus Shares. Unless otherwise provided by
the Program Administrator at the time of grant, or unless the installment
provisions set forth herein are subsequently accelerated pursuant to Article 18
of the General Provisions of the Program or otherwise by the Program
Administrator with respect to any one or more previously granted bonus shares,
the percentage set forth in Column 2 below of shares of Common Stock issued as a
stock bonus shall be forfeited and transferred back to the Company by the
recipient without payment of any consideration from the Company if the
recipient's employment by or service as a director or consultant to the Company
or any Subsidiary is terminated for any reason during the time periods specified
in Column 1 below:
Column 1 Column 2
Employment or Service Percentage of Bonus
Terminated Within Shares Which are Forfeitable
First 12 months after grant 100%
First 24 months after grant 75%
First 36 months after grant 50%
First 48 months after grant 25%
Beyond 48 months after grant 0%
Section 4. Rights as a Stockholder; Stock Certificates. A recipient
shall have rights as a stockholder with respect to any shares of Common Stock
received as a stock bonus represented by a stock certificate issued in his name
even though all or a portion of such shares remains subject to a risk of
forfeiture hereunder, except that shares subject to forfeiture shall not be
transferable. Stock certificates representing such shares which remain subject
to forfeiture together with a related stock power shall be held by the Company,
and shall be canceled and returned to the Company's treasury if thereafter
forfeited. Stock certificates representing such shares which are vested and no
longer subject to forfeiture shall be delivered to the recipient.
<PAGE>
PLAN VI
LOGIMETRICS, INC.
INDEPENDENT DIRECTOR PLAN
Section 1. General. This LogiMetrics, Inc. Independent Director Plan
("Independent Director Plan") is Part VI of the Company's Program. Any option
granted pursuant to this Independent Director Plan shall not be an incentive
stock option as defined in Section 422 of the Code. Unless any provision herein
indicates to the contrary, this Independent Director Plan shall be subject to
the General Provisions of the Program.
Section 2. Terms and Conditions. Every year on the earlier of (i) the
date of the Company's annual meeting of stockholders, and (ii) June 1, the
Company shall grant to each Independent Director (as defined below) elected as a
director at such annual meeting (or nominated for election as a director by the
Board of Directors or any nominating committee thereof in the event that such
annual meeting does not occur prior to June 1), or, in the event that the Board
of Directors is divided into two or more classes, continuing or expected to
continue to serve as a director of the Company following such annual meeting, an
option to purchase 5,000 shares of Common Stock. As used in the Independent
Director Plan, the term "Independent Director" means any member of the Board of
Directors who, as of the relevant date of determination, has not been a
full-time employee of the Company or any Subsidiary for at least twelve months
preceding such date.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Independent Director Plan shall expire five
years from the date on which the option is granted. In addition, each option
shall be subject to early termination as provided in the Independent Director
Plan.
Section 4. Purchase Price. The option price with respect to any option
granted pursuant to the Independent Director Plan shall be the Fair Market Value
(determined in accordance with Section 4 of the Incentive Plan) of the shares of
Common Stock to which the option relates.
Section 5. Exercise of Options.
(a) Options granted under the Independent Director Plan shall
become fully exercisable as to 100% of the shares of Common Stock covered
thereby one year after the date of grant, subject to acceleration as set forth
in Article 18 of the General Provisions of Stock Compensation Program.
(b) Except as provided in the General Provisions of Stock
Compensation Program, no option may be exercised unless the holder thereof is
then a director of the Company.
(c) Other than as provided in the General Provisions of Stock
Compensation Program, options granted under the Independent Director Plan shall
not be affected by any change of duties or position so long as the holder
continues to be a director of the Company.
<PAGE>
LOGIMETRICS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, MAY 27, 1997
The undersigned hereby revokes any prior proxy and appoints Norman M.
Phipps and Russell J. Reardon, and each of them, attorneys and proxies with
power of substitution, to vote for and on behalf of the undersigned at the
LogiMetrics, Inc. Annual Meeting of Stockholders to be held on May 27, 1997 and
at any adjournments or postponements thereof (the "Meeting"), upon the following
matters and upon any other business that may properly come before the Meeting,
as set forth in the related Notice of Meeting and Proxy Statement, both of which
have been received by the undersigned.
This proxy, when properly executed, will be voted in the manner
directed by the undersigned stockholder. If this proxy is executed but no
direction is made, this proxy will be voted FOR each of the Proposals.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS.
(CONTINUED, AND TO BE DATED AND SIGNED, ON THE OTHER SIDE)
<PAGE>
PLEASE MARK BOXES |_| IN BLUE OR BLACK INK
1. Election of directors.
WITHHOLD AUTHORITY
FOR all nominees listed below to vote for all nominees listed
(except as marked to the contrary below) |_| below |_|
To withhold authority for any individual nominee, print that nominee's name on
the space provided below.
- --------------------------------------------------------------------------------
Charles S. Brand, Dr. Frank A. Brand, Jean-Francois Carreras, Alfred Mendelsohn
and Norman M. Phipps
2. Proposal to increase the authorized shares of Common Stock
For |_| Against |_| Abstain |_|
3. Proposal to adopt the LogiMetrics, Inc. 1997 Stock Compensation Program
For |_| Against |_| Abstain |_|
4. Ratification of Deloitte & Touche LLP as independent public accountants
for fiscal year 1997.
For |_| Against |_| Abstain |_|
If you have noted an address change or comments on either side of this card,
mark here: |_|
Dated: _________________________, 1997
- -------------------------------------
Please sign this proxy and return it promptly whether or not you expect to
attend the Meeting. You may nevertheless vote in person if you attend.
Please sign exactly as your name appears hereon. Give full title if an Attorney,
Executor, Administrator, Trustee, Guardian, etc.
For an account in the name of two or more persons, each should sign, or if one
signs, he or she should attach evidence of authority.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
