<PAGE>
SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Metro-Tel Corp.
---------------------------------------------
(Name of Registrant as Specified in its Charter)
Metro-Tel Corp.
------------------------------------
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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</PAGE>
<PAGE>
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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</PAGE>
METRO-TEL CORP.
500 NORTH BROADWAY
JERICHO, NEW YORK 11753
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 28, 1995
Jericho, New York
October 27, 1995
To the Stockholders of
Metro-Tel Corp.:
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Stockholders of
METRO-TEL CORP., a Delaware corporation (the "Company"), will be held on
Tuesday, November 28, 1995, at 10:30 A.M., New York City time, at the offices of
Parker Chapin Flattau & Klimpl, LLP, Eighteenth Floor, 1211 Avenue of the
Americas (between 47th and 48th Streets), New York, New York, for the purpose of
considering and acting upon the following matters:
(1) The election of four (4) directors to serve until the next annual
meeting of stockholders and until the election and qualification of their
respective successors; and
(2) The transaction of such other business as may properly be brought
before the meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on October 20, 1995
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting. A list of such stockholders will be open for
examination by any stockholder for any purpose germaine to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting
at the offices of the Company, 500 North Broadway, Jericho, New York.
By Order of the Board of Directors,
Lloyd Frank,
Secretary
THE RETURN OF YOUR SIGNED PROXY AS PROMPTLY AS POSSIBLE WILL GREATLY FACILITATE
ARRANGEMENTS FOR THE MEETING. NO POSTAGE IS REQUIRED IF THE PROXY IS RETURNED
IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
<PAGE>
METRO-TEL CORP.
500 NORTH BROADWAY
JERICHO, NEW YORK 11753
________________
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 28, 1995
________________
This Proxy Statement, to be mailed to stockholders on or about October 27,
1995, is furnished in connection with the solicitation by the Board of Directors
of Metro-Tel Corp., a Delaware corporation (the "Company"), of proxies in the
accompanying form (the "Proxy" or "Proxies") for use at the 1995 Annual Meeting
of Stockholders of the Company (the "Meeting") to be held on November 28, 1995,
and at any adjournments or postponements thereof. The Meeting will be held at
the place and time stated in the notice attached hereto.
All Proxies received will be voted in accordance with the specifications
made thereon or, in the absence of any specification, for the election of all of
the nominees named herein to serve as directors. Any Proxy given pursuant to
this solicitation may be revoked by the person giving it at any time prior to
the exercise of the powers conferred thereby by notice in writing to Lloyd
Frank, Esq., Secretary of the Company, 500 North Broadway, Suite 240, Jericho,
New York 11753, by submitting a later dated proxy or by voting in person at the
Meeting.
Only holders of record of the Company's Common Stock (the "Common Stock")
as of the close of business on October 20, 1995 are entitled to notice of, and
to vote at, the Meeting or any adjournments or postponements thereof for which a
new record date is not fixed. As of the close of business on such date, there
were issued and outstanding 2,004,046 shares of Common Stock, the holders of
which are entitled to one vote for each share held upon each matter to be acted
upon at the Meeting.
The presence, in person or by proxy, of a majority of the shares entitled
to vote at the Meeting will constitute a quorum for the transaction of business
at the Meeting. A plurality of the votes of the shares present in person or
represented by proxy at the Meeting and entitled to vote thereon will be
required for the election of directors. Proxies submitted which contain
abstentions and broker non-votes will be deemed present at the Meeting in
determining the presence of a quorum. Shares abstaining with respect to any
matter will be considered as votes represented, entitled to vote and cast with
respect to that matter. Shares subject to broker non-votes with respect to any
matter are not considered shares entitled to vote with respect to that matter
(and, consequently, will have no effect on the voting for the election of
directors).
<PAGE>
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information, as at September 30, 1995, with
respect to the shares of Common Stock which are beneficially owned by (i) any
person (including any "group", as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act")), who is known to the
Company to be the beneficial owner of more than five percent of the Company's
outstanding Common Stock, (ii) the executive officer of the Company named in the
Summary Compensation Table under the caption "Executive Compensation", below,
(iii) each director and nominee to serve as a director of the Company and (iv)
all executive officers and directors of the Company as a group:
<TABLE>
<S> <C> <C>
Amount and
Nature of
Beneficial Percent
Beneficial Owner Ownership (1) of Class (2)
Venerando J. Indelicato 269,150 (3) 12.7%
46 Locust Street
Garden City, N.Y. 11530
Madeline Indelicato 136,219 (4) 6.8%
46 Locust Street
Garden City, N.Y. 11530
Norma Beidler 184,246 (5) 9.1%
R.D. 1
Accord, N.Y. 12404
Barry Traub 118,492 (6) 5.9%
243 Vallejo Street
San Francisco, CA 94111
Michael Michaelson 118,400 (7)(8) 5.8%
135 East 71st Street
New York, N.Y. 10021
Michael Epstein 5,000 (9) *
Lloyd Frank 32,625 (7)(10) 1.6%
Executive officers and 425,175 (11) 19.5%
directors as a group
(4 persons)
</TABLE>
____________________
(1) Except as noted in the following footnotes, all beneficially owned shares
are owned with sole voting and investment power.
-2-<PAGE>
(2) Asterisk indicates less than one percent.
(3) Includes 432 shares owned jointly with his wife, Madeline Indelicato, and
110,000 shares which are not outstanding but which are subject to issuance
upon exercise of presently exercisable options granted to Mr. Indelicato
under Company employee stock option plans. Excludes all shares owned
beneficially by Mrs. Indelicato referred to below in this table (except
the aforementioned 432 shares), as to which Mr. Indelicato disclaims
beneficial ownership.
(4) Includes 432 shares owned jointly with her husband, Venerando J.
Indelicato. Excludes all shares owned beneficially by Mr. Indelicato
referred to above in this table (except the aforementioned 432 shares), as
to which Mrs. Indelicato disclaims beneficial ownership.
(5) Represents: (a) 58,083 shares owned individually by Norma Beidler; (b)
96,163 shares owned by the Estate of Sheppard Beidler (Sheppard Beidler
served as a director of the Company from 1963 until his death in May
1995); (c) 20,000 and 10,000 shares which are not outstanding but which
are subject to issuance upon exercise of presently exercisable options
granted pursuant to stock option contracts between the Company and Mr.
Beidler and pursuant to the Company's 1994 Non-Employee Director Stock
Option Plan, respectively. Mrs. Beidler is co-executor, along with her
son David J. Beidler, of the Estate of Sheppard Beidler. Accordingly,
both Norma Beidler and David J. Biedler may be deemed to share voting and
dispositive power and to be the beneficial owners of the shares and
options owned by the Estate of Sheppard Beidler. David J. Beidler's
address is 160 Columbia Heights, Brooklyn, NY 11201.
(6) Includes 100,000 shares owned by a partnership in which Mr. Traub is the
sole general partner.
(7) Includes 20,000 shares which are not outstanding but which are subject to
issuance upon exercise of presently exercisable options granted pursuant
to stock option contracts between the Company and such non-employee direc-
tor which were approved by stockholders and 10,000 shares which are not
outstanding but which are subject to issuance upon exercise of presently
exercisable options granted pursuant to the Company's 1994 Non-Employee
Director Stock Option Plan.
(8) Excludes 41,364 shares owned by Mr. Michaelson's wife, as to which Mr.
Michaelson disclaims beneficial ownership.
(9) Represents the portion of options granted pursuant to the Company's 1984
and 1994 Non-Employee Director Stock Option Plans which are exercisable
within 60 days after September 30, 1995.
-3-<PAGE>
(10) Excludes 21,494 shares owned by Mr. Frank's wife, as to which Mr. Frank
disclaims beneficial ownership.
(11) Includes 175,000 shares which are not outstanding but which are subject to
issuance upon exercise of the portion of options which are presently
exercisable or exercisable within 60 days after September 30, 1995.
Excludes 198,645 shares (9.9% of the Company's outstanding Common Stock)
owned by spouses of the Company's executive officer and directors, as to
which such executive officers and directors disclaim beneficial ownership.
ELECTION OF DIRECTORS
Unless otherwise directed, the persons named in the enclosed Proxy intend to
cast all votes pursuant to Proxies received for the election of Messrs. Michael
Epstein, Lloyd Frank, Venerando J. Indelicato and Michael Michaelson (said
persons being hereinafter referred to as the "nominees") as directors upon their
nomination at the Meeting, such directors to serve until the next Annual Meeting
of Stockholders and until their respective successors are elected and qualified.
Each of the nominees is a member of the current Board of Directors and was
elected by stockholders at the Company's 1994 Annual Meeting of Stockholders.
In the event that any of the nominees should become unavailable to serve as a
director for any reason, the holders of the Proxies have discretionary authority
to vote for one or more alternate nominees who may be designated by the Board of
Directors. The Company believes that all of the nominees are available to serve
as directors.
BACKGROUND OF NOMINEES
Michael Epstein, 57, has been an independent investor since December 1993.
For more than five years prior thereto, Mr. Epstein was an investment banker
with the investment banking firm of Allen & Company Incorporated. Mr. Epstein
served as a director of the Company from August 1990 until September 1991 and
has continuously served as a director of the Company since January 1, 1994.
Lloyd Frank, 70, has been a member of the law firm of Parker Chapin Flattau &
Klimpl, LLP for more than the past five years. Mr. Frank has been a director of
the Company since 1977. The Company retained Parker Chapin Flattau & Klimpl,
LLP during the Company's last fiscal year and is retaining that firm during the
Company's current fiscal year. Mr. Frank is also a director of Park
Electrochemical Corp.
Venerando J. Indelicato, 62, has been President and Treasurer of the Company
for more than the past five years. Mr. Indelicato has been a director of the
Company since 1966.
-4-<PAGE>
Michael Michaelson, 72, has been an independent publishing and marketing
consultant for more than the past five years. Mr. Michaelson has been a
director of the Company since 1978.
MEETINGS OF THE BOARD OF DIRECTORS
During the Company's fiscal year ended June 30, 1995, its Board of Directors
held five meetings. Each incumbent director attended at least 75% of the
meetings of the Board of Directors and the committees on which he served which
were held that fiscal year, except for Mr. Frank who, by virtue of not attending
one meeting of each of the Board and a committee held on the same day, attended
71% of such meetings.
The Board of Directors has standing Audit and Compensation Committees. The
Board does not have a standing Nominating Committee.
The Board's Audit Committee, whose members are Messrs. Michael Epstein, Lloyd
Frank and Michael Michaelson, is authorized to examine and consider matters
related to the audit of the Company's accounts, the financial affairs and
accounts of the Company, the scope of the independent auditors' engagement and
their compensation, the effect on the Company's financial statements of any
proposed changes in generally accepted accounting principles, disagreements, if
any, between the Company's independent auditors and management, matters of
concern to the independent auditors resulting from the audit, and the results of
the independent auditors' review of internal accounting controls. This
committee is also authorized to nominate independent auditors, subject to
approval by the Board of Directors. The Audit Committee held one meeting during
the year ended June 30, 1995.
The members of the Compensation Committee are Messrs. Michael Epstein, Lloyd
Frank and Michael Michaelson. This committee approves salaries of all employees
of the Company in excess of $50,000 per annum and bonuses to persons whose
annual compensation (including bonuses) would exceed $50,000 per annum,
administers (including granting options under) the Company's employee stock
option plan, approves changes in retirement plans and reviews the Company's
other employee benefit arrangements. The Compensation Committee held one
meeting during the year ended June 30, 1995.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of the
Company's chief executive officer, the only executive officer of the Company,
for services in all capacities to the Company during the Company's 1995, 1994
and 1993 fiscal years:
-5-<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Long-Term
Annual Compensation Compensation
Name and All Other
Principal Position Year Salary Options(#) Compensation (1)
Venerando J. Indelicato 1995 $166,000 -- $9,000
President and Chief 1994 161,200 50,000 9,657
Executive Officer 1993 155,000 -- 12,400
</TABLE>
______________________
(1) " All Other Compensation " for fiscal 1995 includes (i) $6,000,
representing the Company's contribution allocated to Mr. Indelicato under
the Company's Profit Sharing Plan in fiscal 1995 and (ii) $3,000, which
was the Company's matching contribution to Mr. Indelicato's deferred
compensation under the Company's Profit Sharing Plan pursuant to Section
401(k) of the Internal Revenue Code of 1986, as amended.
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to Venerando J. Indelicato during the fiscal year
ended June 30, 1995.
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES
No options were exercised by Venerando J. Indelicato during the fiscal year
ended June 30, 1995. The following table contains information concerning the
number and value, at June 30, 1995, of unexercised options held by Mr.
Indelicato:
<TABLE>
<S> <C> <C>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Held at Options Held at
Fiscal Year-End Fiscal Year-End
(Exercisable/ (Exercisable/
Name Unexercisable) Unexercisable)(1)
Venerando J. Indelicato 110,000/0 $0/$0
</TABLE>
___________________
(1) Market value of underlying securities (the mean between the low bid and
high asked quotations on The Nasdaq Stock Market) at fiscal year-end,
minus the exercise price.
-6-<PAGE>
STANDARD REMUNERATION OF DIRECTORS
Each non-employee director receives a fee of $5,000 per annum. Directors are
also reimbursed for out-of-pocket expenses incurred in connection with per-
forming their duties. Pursuant to the Company's 1984 Non-Employee Director
Stock Option Plan, each non-employee director of the Company serving on August
24, 1994 was granted an option to purchase 10,000 shares of the Company's
Common Stock and each person who subsequently becomes a non-employee director
will also be granted an option to purchase 10,000 shares of the Company's
Common Stock at an exercise price equal to 100% of the fair market value of the
Company's Common Stock on the date of grant.
COMPENSATION ARRANGEMENT
The Company is a party to an Employment Agreement with Mr. Indelicato
pursuant to which, among other things, Mr. Indelicato serves as Chief Executive
Officer of the Company. The Employment Agreement, as amended, provides for a
five-year term of employment, presently ending on June 30, 2000, with automatic
one-year extensions on each June 30 during the term unless either party gives
notice of termination prior to June 30. In the event that notice of
termination is given, the Employment Agreement will terminate five years after
the June 30 following the giving of such notice. No such notice of termination
has been provided or is contemplated. Mr. Indelicato's salary is subject to
increase at the discretion of the Board of Directors and the Board, in its
discretion, may also grant bonuses to Mr. Indelicato. On June 15, 1995, the
Compensation Committee increased Mr. Indelicato's salary from $166,000 to
$172,640 per year effective July 1, 1995.
MISCELLANEOUS
AUDITORS
Grant Thornton has served as the Company's auditors for each of the ten
years ended June 30, 1995. The 1995 Annual Report of the Company, including
financial statements and report thereon of Grant Thornton, accompanies this
Proxy Statement but is not incorporated in and is not to be deemed a part of
this Proxy Statement. It is anticipated that Grant Thornton will act as
auditors for the Company during the year ending June 30, 1996. Representatives
of Grant Thornton are expected to be present at the Meeting with the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions addressed by stockholders.
STOCKHOLDER PROPOSALS
From time to time stockholders may present proposals for consideration at a
meeting of stockholders which may be proper subjects for inclusion in the Com-
pany's proxy statement and form of proxy relating to that meeting. Stockholder
proposals intended to be included in the Company's proxy statement and form
of proxy relating to the Company's 1996 Annual Meeting of Stockholders
-7-<PAGE>
must be received by the Company at its principal executive offices, 500 North
Broadway, Jericho, New York 11753, Attention: Secretary, by June 30, 1996.
Any such proposals, as well as any questions relating thereto, should be
directed to the Secretary of the Company.
ADDITIONAL INFORMATION
The cost of solicitation of Proxies, including the cost of reimbursing banks
and brokers for forwarding proxy soliciting material to their principals, will
be borne by the Company. Proxies may be solicited without extra compensation
by certain officers and regular employees of the Company by mail and, if
determined to be necessary, by telephone, telecopy, telegraph or personal
interviews.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
During the fiscal year ended June 30, 1995, Mr. Indelicato inadvertently
failed to file on a timely basis a Form 5 to reflect the making of a gift, by
his wife, of shares of Common Stock to a grandchild. In addition, each of
Messrs. Epstein, Frank and Michaelson inadvertently failed to file on a timely
basis a Form 5 to reflect the receipt of a stock option grant following
stockholder approval thereof.
OTHER MATTERS
The Board of Directors does not intend to bring before the Meeting any
matters other than those specifically described above and knows of no matters
other than the foregoing to come before the Meeting. If any other matters or
motions properly come before the Meeting, it is the intention of the persons
named in the accompanying form of Proxy to vote such Proxy in accordance with
their judgment on such matters or motions, including any matters dealing with
the conduct of the Meeting.
By Order of the Board of Directors,
Lloyd Frank,
Secretary
Dated: October 27, 1995
-8-<PAGE>
METRO-TEL CORP.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS-NOVEMBER 28, 1995
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Venerando J. Indelicato and Lloyd Frank, and
each of them, proxies, with full power of substitution, to vote at the Annual
Meeting of Stockholders of Metro-Tel Corp. to be held on November 28, 1995
(including adjournments and postponements), according to the number of votes
the undersigned might cast and with all powers the undersigned would possess if
personally present, upon the matter specified below, as more fully described in
the accompanying Notice of such meeting and Proxy Statement, receipt of which
is hereby acknowledged, and with discretionary power upon such other business
as may come before the meeting, hereby revoking any proxies heretofore given.
Election of Directors:
__ FOR all nominees listed below __ WITHOUT AUTHORITY
(except as marked to the to vote for all nominees
contrary below). listed below.
MICHAEL EPSTEIN, LLOYD FRANK, VENERANDO J. INDELICATO AND MICHAEL MICHAELSON.
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "FOR" box above AND write the nominee's name in the space provided below).
EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE ABOVE. IF NO SPECIFICATIONS ARE MADE, THE SHARES REPRE-
SENTED BY THIS PROXY WILL BE VOTED "FOR" ALL LISTED NOMINEES.
(TO BE DATED AND SIGNED ON THE REVERSE SIDE)
-9-<PAGE>
Please sign your name or names exactly as
set forth hereon. When stock is in the name
of more than one person, each such person
should sign the proxy. When signing as
attorney, executor, administrator, trustee
or guardian, please indicate the capacity
in which you are acting. Proxies executed
by corporations should be signed by a duly
authorized officer.
Dated: ______________________________, 1995
Signature: ________________________________
Signature: ________________________________
STOCKHOLDERS WHO DESIRE TO HAVE STOCK VOTED AT THE MEETING ARE REQUESTED TO
FILL IN, DATE, SIGN AND RETURN THIS PROXY TO THE COMPANY. NO POSTAGE IS
REQUIRED IF RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
-10-<PAGE>
