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
[_] Definitive Additional Materials by 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] No fee required.
[_] $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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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 5, 1997
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Milpitas, California
October 8, 1997
To the Stockholders of
Metro-Tel Corp.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders
of METRO-TEL CORP., a Delaware corporation (the "Company"), will be held on
Wednesday, November 5, 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
26, 1997 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 5, 1997
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This Proxy Statement, to be mailed to stockholders on or about
October 8, 1997, 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 1997
Annual Meeting of Stockholders of the Company (the "Meeting") to be held on
Wednesday, November 5, 1997, 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, (ii) by
submitting a later dated proxy, or (iii) 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 26, 1997 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 2,054,046 shares of Common Stock, the holders
of which are entitled, for each share held, to one vote 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 26, 1997,
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), 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%
12307 Marblehead Drive
Tampa, FL 33626
Madeline Indelicato 136,219(4) 6.6%
12307 Marblehead Drive
Tampa, FL 33626
Norma Beidler 154,246 7.5%
R.D. 1
Accord, N.Y. 12404
Barry Traub 118,492(5) 5.8%
243 Vallejo Street
San Francisco, CA 94111
Michael Michaelson 127,900(6)(7) 6.1%
135 East 71st Street
New York, N.Y. 10021
Michael Epstein 17,500(8) *
Lloyd Frank 32,625(6)(9) 1.6%
Executive officers and 443,425(10) 20.3%
directors as a group
(5 persons)
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(footnotes on following page)
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(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 50,000 shares which are not outstanding but which are subject to
issuance upon exercise of presently exercisable options granted to Mr.
Indelicato under the Company's 1991 Stock Option Plan. 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 (2.0% 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 26, 1997.
(9) Excludes 21,494 shares (1.0% of the Company's outstanding Common Stock)
owned by Mr. Frank's wife, as to which Mr. Frank disclaims beneficial
ownership.
(10) Includes 133,750 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 26, 1997.
Excludes 198,645 shares (9.7% 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.
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<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 1996 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, 59, 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, 72, 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, 64, 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, 74, 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. Mr. Michaelson is also a director of
Allied Devices Corp. and Starlog Franchise Corp.
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MEETINGS OF THE BOARD OF DIRECTORS
During the Company's fiscal year ended June 30, 1997, 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, 1997.
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, 1997.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
of Venerando J. Indelicato, the Company's chief executive officer and the
Company's only executive officer whose cash compensation exceeded $100,000
during the Company's fiscal year ended June 30, 1997, for services in all
capacities to the Company during the Company's 1997, 1996 and 1995 fiscal years:
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Long-Term
Annual Compensation Compensation
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Name and All Other
Principal Position Year Salary Options(#) Compensation
------------------ ---- ------ ---------- ------------
Venerando J. Indelicato 1997 $172,676 -- $9,000(1)
President and Chief 1996 172,640 -- 9,000
Executive Officer 1995 166,000 -- 9,000
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(1) "All Other Compensation" for fiscal 1997 includes (i) $6,000, representing
the Company's contribution allocated to Mr. Indelicato under the Company's
Profit Sharing Plan in fiscal 1997 and (ii) $3,000, which was the Company's
matching contribution in fiscal 1997 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 to Mr. Indelicato during the Company's fiscal
year ended June 30, 1997. The following table contains information concerning
the number of shares of Common Stock acquired upon the exercise of stock options
during the Company's fiscal year ended June 30, 1997 by Mr. Indelicato and the
number and value, at June 30, 1997, of unexercised options held by Mr.
Indelicato:
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Held at Options Held at
Shares Fiscal Year-End Fiscal Year-End
Acquired Value (Exercisable/ (Exercisable/
Name on Exercise Realized(1) Unexercisable) Unexercisable)(2)
---- ----------- ----------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Venerando J. Indelicato 50,000 $17,563 50,000/0 $0/$0
</TABLE>
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(1) Represents the market value of the underlying shares (the mean between the
low bid and high asked quotations on The Nasdaq Stock Market) on the date
of exercise of the option, minus the exercise price.
(2) At fiscal year end, the exercise price of the underlying shares exceeded
the market value of such shares (the mean between the low bid and high
asked quotations on The Nasdaq Stock Market).
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<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.
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 is also to 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 Mr. Indelicato serves as Chief Executive Officer of the
Company at an annual salary of $173,000, subject to increase and bonuses in the
discretion of the Company's Board of Directors, for a term expiring on June 30,
2001.
MISCELLANEOUS
AUDITORS
Grant Thornton has served as the Company's auditors for each of the
twelve years ended June 30, 1997. The 1997 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, 1998. 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
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 1998 Annual Meeting of Stockholders
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<PAGE>
must be received by the Company at its principal executive offices, 250 South
Milpitas Boulevard, Milpitas, California 95035, Attention: President, by June
10, 1998. 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, 1997, Richard Wildman, Executive
Vice President of the Company, inadvertently failed to file a Form 5 on a timely
basis to reflect the Company's grant to him of an option to purchase 25,000
shares of the Company's Common Stock under the Company's 1991 Stock Option Plan.
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 8, 1997
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<PAGE>
METRO-TEL CORP.
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 5, 1997
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 5, 1997 (including any adjournments or postponements thereof),
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.
WITH- FOR ALL
FOR HOLD EXCEPT
--- ---- ------
Election of Directors: |_| |_| |_|
MICHAEL EPSTEIN, LLOYD FRANK,
VENERANDO J. INDELICATO AND MICHAEL MICHAELSON.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT 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.
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.
STOCKHOLDERS WHO DESIRE TO HAVE STOCK VOTED AT THE MEETING ARE
REQUESTED TO FILL IN, DATE, SIGN AND RETURN THIS PROXY. NO POSTAGE IS REQUIRED
IF RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
__________________________________
Please be sure to sign and date |Date
this Proxy in the box below. |
________________________________________________________________________________
________________________________________________________________________________
Stockholder sign above Co-holder (if any) sign above
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Detach above card, sign, date and mail in postage paid envelope provided.
METRO-TEL CORP.
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