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 a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[_] Definitive Additional Materials Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
Metro-Tel Corp.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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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(5) Total fee paid:
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[_] 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:
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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.
250 South Milpitas Boulevard
Milpitas, California 95035
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 6, 1996
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Milpitas, California
October 9, 1996
To the Stockholders of
Metro-Tel Corp.:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders of
METRO-TEL CORP., a Delaware corporation (the "Company"), will be held on
Wednesday, November 6, 1996, at 11:00 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 September 20,
1996 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the meeting.
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.
250 South Milpitas Boulevard
Milpitas, California 95035
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PROXY STATEMENT
For Annual Meeting of Stockholders
To be Held on November 6, 1996
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This Proxy Statement, to be mailed to stockholders on or about October 9,
1996, 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 1996 Annual Meeting
of Stockholders of the Company (the "Meeting") to be held on Wednesday, November
6, 1996, 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 (i) notice in writing or by
submitting a later dated proxy to the Company at 250 South Milpitas Boulevard,
Milpitas, California 95035, Attention: President, or (ii) 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 September 20, 1996 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 20, 1996, 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:
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP (1) OF CLASS (2)
---------------- ------------- ------------
Venerando J. Indelicato 259,150(3) 12.3%
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 154,246 7.7%
R.D. 1
Accord, N.Y. 12404
Barry Traub 118,492(5) 5.9%
243 Vallejo Street
San Francisco, CA 94111
Michael Michaelson 117,900(6)(7) 5.8%
135 East 71st Street
New York, N.Y. 10021
Michael Epstein 12,500(8) *
Lloyd Frank 32,625(6)(9) 1.6%
Executive officers and 422,175(10) 19.4%
directors as a group
(4 persons)
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(Footnotes appear on following page.)
<PAGE>
(1) Except as noted in the following footnotes, all beneficially owned shares
are owned with sole voting and investment power.
(2) Asterisk indicates less than one percent.
(3) Includes 432 shares owned jointly with his wife, Madeline Indelicato, and
100,000 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) Includes 100,000 shares owned by a partnership in which Mr. Traub is the
sole general partner.
(6) 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 director
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.
(7) Excludes 41,364 shares (2.1% of the Company's outstanding Common Stock)
owned by Mr. Michaelson's wife, as to which Mr. Michaelson disclaims
beneficial ownership.
(8) 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 20, 1996.
(9) Excludes 21,494 shares (1.1% of the Company's outstanding Common Stock)
owned by Mr. Frank's wife, as to which Mr. Frank disclaims beneficial
ownership.
(10) Includes 172,500 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 20, 1996.
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.
<PAGE>
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 1995 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
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Michael Epstein, 58, 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, 71, 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, 63, 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.
Michael Michaelson, 73, 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.
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
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During the Company's fiscal year ended June 30, 1996, its Board of
Directors held five meetings. Each director attended each of the meetings of the
Board of Directors and the committees on which he served which were held that
fiscal year.
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, 1996.
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, 1996.
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
during the Company's fiscal year ended June 30, 1996, for services in all
capacities to the Company during the Company's 1996, 1995 and 1994 fiscal years:
<PAGE>
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- ------------
Name and All Other
Principal Position Year Salary Options(#) Compensation (1)
- -------------------- ---- ------ --------------- ------------
<S> <C> <C> <C> <C>
Venerando J. Indelicato 1996 $172,640 -- $9,000
President and Chief 1995 166,000 -- 9,000
Executive Officer 1994 161,200 50,000 9,657
</TABLE>
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(1) "All Other Compensation" for fiscal 1996 includes (i) $6,000, representing
the Company's contribution allocated to Mr. Indelicato under the Company's
Profit Sharing Plan in fiscal 1996 and (ii) $3,000, which was the Company's
matching contribution in fiscal 1996 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 AND EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES
- -------------------------------------------------------------------
No options were granted or exercised by Venerando J. Indelicato during the
fiscal year ended June 30, 1996. The following table contains information
concerning the number and value, at June 30, 1996, of unexercised options held
by Mr. Indelicato:
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 100,000/0 $13,938/$0
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(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.
<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
performing their duties. In the event that the Board of Directors holds more
than four meetings during a fiscal year in addition to its annual meeting held
on the date of the Annual Meeting of Stockholders, each director receives $750
for each such additional meeting such director attends. Mr. Michaelson received
a consulting fee during the fiscal year ended June 30, 1996 in the amount of
$3,500 for special consulting services provided to the Company.
Pursuant to the Company's 1994 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. Each option is for a term of ten years and vests over a
four-year period commencing one year after the date of grant (with vesting
credit given for any service on the Board of Directors prior to 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, provided for a
five-year term, with automatic one-year extensions on each June 30 during the
term unless notice of termination has been given by either party prior to June
30. Mr. Indelicato has given notice of termination under the Employment
Agreement, as a result of which the Employment Agreement will terminate on June
30, 2001.
MISCELLANEOUS
AUDITORS
- --------
Grant Thornton has served as the Company's auditors for each of the eleven
years ended June 30, 1996. The 1996 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, 1997. 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.
<PAGE>
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
Company'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 1997 Annual Meeting of Stockholders
must be received by the Company at its principal executive offices, 250 South
Milpitas Boulevard, Milpitas, California 95035, Attention: President, by June
11, 1997. Any such proposals, as well as any questions relating thereto, should
be directed to the President 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- -------------------------------------------------------
During the fiscal year ended June 30, 1996, each of Messrs. Indelicato and
Epstein inadvertently failed to file a Form 5 on a timely basis to reflect, in
the case of Mr. Indelicato, a gift by Mr. Indelicato's wife of shares of Common
Stock to a grandchild and the expiration of an employee stock option and, in the
case of Mr. Epstein, the expiration of a warrant to purchase shares of Common
Stock, in which warrant Mr. Epstein had an interest.
OTHER MATTERS
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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 9, 1996
<PAGE>
METRO-TEL CORP.
Proxy for Annual Meeting of Stockholders-November 6, 1996
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 Wednesday, November 6,
1996 (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 [_] WITHOUT AUTHORITY
below (except as marked to vote for all
to the contrary below). nominees 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 REPRESENTED BY THIS PROXY
WILL BE VOTED "FOR" ALL LISTED NOMINEES.
(TO BE DATED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
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:________________________, 1996
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.
