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
NORTH ATLANTIC TECHNOLOGIES, 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] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l), 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:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(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:
NORTH ATLANTIC TECHNOLOGIES, INC.
8120 PENN AVENUE SOUTH, SUITE 435
BLOOMINGTON, MN 55431
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 6, 1997
Notice is hereby furnished to the shareholders of North Atlantic
Technologies, Inc. (a Minnesota corporation) of record as of the close of
business on May 12, 1997, of the Annual Meeting of Shareholders thereof, to be
held at 3:30 p.m. on June 6, 1997, at the Decathlon Club, 1700 E. 79th Street,
Bloomington, Minnesota for the following purposes:
(1) To elect the members of the Board of Directors;
(2) To present to the shareholders the report of management
concerning the business affairs and condition of the Company;
and
(3) To transact such other business as may properly come before
the meeting.
Only shareholders of record as of the close of business on May 12,
1997, or their legal representatives, are entitled to notice of and to vote at
the annual meeting.
A Proxy for the meeting is enclosed herewith. You are requested to
complete and sign the Proxy, which is being solicited by the Board of Directors
and management of the Company, and return it in the envelope provided.
By Order of the Board of Directors
May 16, 1997
Allen R. Karson, President
PROXY STATEMENT
OF
NORTH ATLANTIC TECHNOLOGIES, INC.
8120 PENN AVENUE SOUTH, SUITE 435
BLOOMINGTON, MN 55431
DATED: MAY 16, 1997
This Proxy Statement is furnished to the shareholders of record as of
May 12, 1997, of North Atlantic Technologies, Inc. (the "Company"), a Minnesota
corporation, in connection with the annual meeting of the shareholders thereof
(the "Meeting"), to be held at 3:30 p.m. on June 6, 1997 at the Decathlon Club,
1700 E. 79th Street, Bloomington, Minnesota.
The accompanying Proxy shall confer upon the appointees named therein,
acting on behalf of management, authority to vote the shares represented as
follows:
1. For the election of a Board of Directors to direct the
affairs of the Company until the next annual meeting of the Company's
shareholders to be held in 1998;
2. At their discretion with regard to matters of which
management is not presently aware or cannot anticipate, but which may
be presented at the Meeting.
THE SOLICITATION OF PROXIES FROM THE SHAREHOLDERS IS BEING MADE BY THE
BOARD OF DIRECTORS AND MANAGEMENT OF THE COMPANY, AND THE COST OF SOLICITATION,
INCLUDING THE COST OF PREPARING AND MAILING THE PROXY STATEMENT, PROXY, NOTICE
OF ANNUAL MEETING AND ANNUAL REPORT IS BEING PAID FOR BY THE COMPANY.
THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY WERE FIRST MAILED ON
APPROXIMATELY MAY 16, 1997, TO THE SHAREHOLDERS OF RECORD AS OF MAY 12, 1997 OF
NORTH ATLANTIC TECHNOLOGIES, INC.
VOTING AND REVOCATION OF PROXY
There were 3,154,843 shares of the Company's common stock and 16,638
shares of the Company's Series A Convertible Preferred Shares ("preferred
stock") outstanding as of the close of business on May 12, 1997. Common stock
and preferred stock are the only classes of equity security authorized or
outstanding. All outstanding shares are entitled to one vote each in the
election of directors or in the determination of any other matter brought before
the shareholders; provided that the preferred shares vote separately as a class
on any proposal to issue additional preferred stock or capital stock having
priority over preferred stock, to alter any rights or preferences of preferred
stock holders, and where otherwise required by Minnesota Statutes. Only
shareholders of record as of the close of business on May 12, 1997, will be
entitled to vote at the annual shareholders meeting (the "Meeting") on June 6,
1997. Common stock holders of record as of May 12, 1997, will be certified to by
American Securities Transfer & Trust, Inc., Denver, Colorado, the transfer agent
and registrar for the Company's common stock. The Company acts as the transfer
agent and registrar for its preferred stock. The accompanying Proxy is revocable
by the shareholder entitled to grant such Proxy by filing a written notice or a
duly executed Proxy bearing a later date with the Company's President, Allen J.
Karson, prior to the commencement of the Meeting, or by attending the Meeting
and voting in person. Mere attendance by the shareholder at the Meeting does not
have the effect of revoking a Proxy previously given.
ELECTION OF DIRECTORS
GENERAL
All members of the Company's Board of Directors are to be elected at
the Meeting. Unless otherwise directed, it is the intention of those appointees
named in the accompanying Proxy to vote for the election of John O. Goodwyne,
Louis R. Wagner and John C. Fowler as the members of the Company's Board of
Directors. Each nominee is being nominated for a term of approximately one year,
until the next annual meeting of the Company's shareholders. MANAGEMENT
RECOMMENDS A VOTE IN FAVOR OF THE NOMINEES LISTED ABOVE
Only votes cast in person at the Meeting or by proxy received by the
Company before commencement of the Meeting will be counted at the Meeting. The
nominee directors will be elected only upon the affirmative vote of shareholders
of the Company owning in the aggregate at least a majority of the Company's
outstanding capital stock (common stock and preferred stock) present in person
and by proxy at the Meeting. Votes cast as abstentions will not be counted as a
vote for or against the election of the nominee directors, but will nevertheless
have the effect of increasing the total votes cast on the matter and thus
increase the number of votes necessary to elect the nominee directors. So called
"broker non-votes" (brokers failing to vote by proxy common shares of the
Company held in nominee name for customers) will not be counted at the Meeting.
The effect of such broker non-votes is to decrease the total votes cast on the
matter and thus decrease the number of votes necessary to elect the nominee
directors.
The names, ages and respective positions of the directors and executive
officers of North Atlantic Technologies, Inc. (the "Company") as of the date
hereof are as follows:
NAME AGE POSITION DIRECTOR SINCE
---- --- -------- --------------
John O. Goodwyne 58 Director 5/86
Louis R. Wagner 74 Director and Chairman
of the Board 4/87
John C. Fowler 53 Director 1/97
Allen R. Karson 49 President and Chief Executive N/A
Officer, and Treasurer and
Chief Financial Officer
Brian J. Schuetz 39 Director of Sales and Marketing N/A
James E. Froemming 43 Vice President of Engineering N/A
The business experience of the current directors and executive officers of the
Company is set forth below.
JOHN O. GOODWYNE, a director, has been employed since 1974 as President
of J.N. Johnson Sales and Service, Inc., of which he is the sole shareholder.
J.N. Johnson Sales and Service, Inc., with offices in Minneapolis, Minnesota, is
engaged in the distribution and service of fire extinguishing equipment
primarily in the state of Minnesota.
LOUIS R. WAGNER, a director, has been the Company's Chairman of the
Board since December 1988. Mr. Wagner also served as the Company's Chief
Executive Officer from December 1988 until March 1989. Mr. Wagner was employed
by Honeywell Corporation, Minneapolis, Minnesota, which is engaged in the
design, development, production and marketing of avionics systems, from 1949
until June 1987, when he retired from full-time employment. Mr. Wagner served as
Director of Special Projects, Avionics Systems Group of Honeywell, Inc., from
1984 until his retirement, and was responsible for the development and
management of the Avionics Systems Group's marketing plans in Japan, the United
Kingdom and Germany.
JOHN C. FOWLER, a director, was appointed to the Company's Board of
Directors in January 1997, to fill a vacancy created by the death of a former
director. For more than thirty years, Mr. Fowler has been employed by the
Honeywell Corporation, most recently as director of business development for
Honeywell's Military Avionics Division and director of marketing for Honeywell's
guidance and navigating team which coordinates the development and marketing
activities for Honeywell's space and aviation navigation related businesses.
ALLEN R. KARSON, has been the Company's Chief Executive Officer and
Chief Financial Officer since October 1996. Mr. Karson became employed by the
Company in January 1996, as comptroller. Mr. Karson was an independent
consultant specializing in financial and general management from January 1995 to
December 1995. Mr. Karson was the sole shareholder and President of Ideal
Aerosmith, Inc. between October 1983 and December 1994, when he sold his
ownership of that company. Ideal Aerosmith was engaged in the design,
manufacture and distribution of test equipment to the aerospace, airline and
defense industries from its offices in East Grand Forks, Minnesota. Prior to
1983, Mr. Karson served as Chief Financial Officer, in the Netherlands, for a
group of companies owned by Fruehauf Corporation.
BRIAN J. SCHUETZ, has been employed by the Company in the sales and
marketing area since April 1994, and became Director of Sales and Marketing in
November 1996. From May 1992 until April 1994, Mr. Schuetz was engaged in a
sales capacity with BNL Industries, Inc., in East Windsor, Connecticut. BNL
Industries, Inc. was a manufacturer of valves for the nuclear power and defense
industries. For approximately two years from 1990 to 1992, Mr. Schuetz was
engaged in the private label manufacturing of mens dress shirts under the name
BJ Associates. From 1987 to 1990, Mr. Schuetz was engaged in a sales capacity
with JVS Corp., a manufacturers representative for a German valve manufacturer,
KSB AG.
JAMES M. FROEMMING, has been the Company's Vice President of
Engineering since February 1995. Mr. Froemming was a principal in the
engineering consulting firm of HRSG Engineering, inc., located in Minneapolis,
Minnesota, from April 1994 until February 1995. From August 1986 to March 1994,
Mr. Froemming served as the Marketing Manager of Deltak Corporation, located in
Minneapolis, Minnesota, and engaged in the design and manufacture of waste heat
boilers.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the Company's last fiscal year, the Board of Directors met on
ten occasions. None of the members of the Board of Directors proposed for
re-election attended less than 75% of the meetings of the Board of Directors
held during the Company's last fiscal year.
In March 1990, the Board of Directors established a Compensation
Committee which was renamed the Compensation and Stock Option Committee in
December 1991. The Compensation and Stock Option Committee is comprised of Louis
R. Wagner and John Goodwyne, neither of whom is employed by the Company. The
Compensation and Stock Option Committee has authority to consider, negotiate,
establish or modify, from time to time, the salary and other compensation of
each duly elected officer of the Company, as well as to grant and establish the
terms of stock options under the Company's 1991 Incentive Stock Option Plan. The
Compensation and Stock Option Committee held one meeting in 1996.
The Company has not established any standing audit, nominating, or
other committee, other than the Compensation and Stock Option Committee and the
Special Conflicts Committee.
REPORTING UNDER SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires executive officers and directors of the Company, and persons who
beneficially own more than 10% of the Company's outstanding common shares, to
file initial reports of ownership and reports of changes in ownership of
securities of the Company with the Securities and Exchange Commission. To the
best of the Company's knowledge, no director, officer or beneficial owner of
more than 10% of the Company's outstanding common shares or any other person
subject to Section 16 of the Exchange Act failed to file on a timely basis any
report required by Section 16(a) of the Exchange Act during or with respect to
the fiscal year ended December 31, 1996, except that Allen R. Karson failed to
timely file a Form 3 when he was elected as President and Chief Executive
Officer on October 15, 1996; James E. Froemming failed to timely file a Form 3
when he was elected as Vice President of Engineering in February 1996. Brian J.
Schuetz failed to timely file a Form 3 when he was appointed director of Sales
and Marketing in November 1996, and John C. Fowler failed to timely file a Form
3 when he was appointed as a member of the Company's Board of Directors in
January 1997. None of the foregoing individuals, acquired or sold any of the
Company's common stock subsequent to their becoming a director or executive of
the Company. In addition, Louis Wagner and John Goodwyne, members of the
Company's Board of Directors, both failed to timely file a Form 4 when they were
each granted options to purchase 15,000 shares of the Company's common stock in
May 1996.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION OF NAMED EXECUTIVE OFFICER
The following summary compensation table shows certain compensation
information for the Chief Executive Officer and the Company's most highly paid
executive officers (collectively referred to as the "Named Executive Officers").
Compensation data for other executive officers is not presented in the charts
because aggregate compensation for such executive officers did not exceed
$100,000 for services rendered in all capacities during the fiscal year ended
December 31, 1996. Compensation data is shown for the fiscal years ended
December 31, 1994, 1995 and 1996. This information includes the dollar value of
base salaries, bonus awards, the number of options granted, and certain other
compensation, if any, whether paid or deferred.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS
------------------------------ ----------------------
OTHER
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPENSA- STOCK UNDERLYING COMPENSA-
SALARY BONUS TION AWARDS OPTIONS/ TION
NAME/PRINCIPAL POSITION YEAR ($) ($) ($) ($) SAR ($)
- -------------------------------------------------------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce A. Watson 1994 118,366(4) 0 0 0 0 0
President and Chief 1995 124,943(4) 0 0 0 0 0
Executive Officer (1) 1996 104,209(4) 0 0 7,500(6) 46,667 25,576(7)
Allen R. Karson 1996 84,674(5) 0 0 0 0 0
President and Chief
Executive Officer and
Chief Financial Officer
and Treasurer (2)
</TABLE>
- ----------------
(1) Resigned as an executive officer on October 15, 1996.
(2) Elected as an executive officer on October 15, 1996.
(3) Amounts shown include cash and non-cash compensation earned with
respect to the year shown.
(4) Includes 401(k) contributions of $3,033, of $2,943 and of $2,542 for
the fiscal years ended December 31, 1994, 1995 and 1996, respectively.
(5) Includes salary received as a non-officer employee prior to October 15,
1996. Upon appointment as an executive officer on October 15, 1996, Mr.
Karson's salary was set at the annual rate of $100,000.
(6) In January 1996, Mr. Watson was issued 250,000 shares of common stock
which were surrendered for cancellation upon his resignation in October
1996.
(7) From his resignation as an executive officer in October 1996 through
April 1997, Mr. Watson acted as a consultant to the Company for which
he received $25,576 in consulting fees in 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows information concerning the grant of options
to purchase common stock and rights to payment with respect to appreciation in
the prices for the Company's common stock ("SAR's") during the fiscal year ended
December 31, 1996 to the Named Executive Officer of the Company.
<TABLE>
<CAPTION>
Number of % of Total Options
Securities Granted to
Underlying Options Employees in Exercise Expiration
Name Granted (#) Fiscal Year Price ($) Date
- ---- ----------- ----------- --------- ----
<S> <C> <C> <C> <C>
Bruce A. Watson (1) 46,667 53.8% $0.10 April 30, 2001
</TABLE>
- --------------
(1) All of the options granted to Mr. Watson terminated as a result of his
resignation in the Fall of 1996.
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
During the fiscal year ended December 31, 1996 no options granted by
the Company were exercised. As a result of the resignation of Bruce A. Watson in
October 1996, none of the Named Executive Officers had any outstanding options
or SAR's as of December 31, 1996.
COMPENSATION OF DIRECTORS
During 1996, each director of the Company who was not a salaried
employee of the Company was entitled to receive $300 in cash for each meeting of
the Board of Directors and each meeting of a Committee established by the Board
of Directors attended by such director. Messrs. Wagner and Goodwyne, who are not
employees of the Company, received $3,600 in cash as a director's fee for
attendance at ten meetings of the Board of Directors and one meeting of the
Compensation and Stock Option Committee in 1996.
Louis R. Wagner has served as a consultant to the Company and, since
December 1988, as its Chairman of the Board. Mr. Wagner received an aggregate of
$20,406 with respect to the year ended December 31, 1996 for such services. Mr.
Wagner's duties as Chairman of the Board include preparing for and conducting
all meetings of the Board of Directors, and consulting with the Company's
officers from time to time. It is anticipated that Mr. Wagner will continue to
be compensated for his services as Chairman of the Board.
In May 1996, each director of the Company who was not a salaried
employee of the Company was granted an option to purchase 15,000 shares of the
Company's common stock at a price of $0.10 per share. Under the options, 3,000
shares were immediately purchasable with 3,000 additional shares becoming
purchasable on April 30 of each of 1997, 1998, 1999 and 2000. The options
terminate upon the director no longer being a member of the Company's Board of
Directors and in any event on April 30, 2001. The May 1996 options replaced
options previously granted to the directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CREDIT GUARANTEE AND OTHER CONTRIBUTIONS BY PRINCIPAL SHAREHOLDER
Since 1987, Willis D. Heim, a principal shareholder and former director
of the Company, has irrevocably guaranteed the Company's obligations under its
line of credit extended by First Bank, National Association, (the "Bank") and
pledged to the Bank investment securities owned by Mr. Heim to secure the
Company's obligations to the Bank. In consideration of such financing
arrangements, the Company has (i) granted to Mr. Heim rights to acquire common
stock of the Company, (ii) made cash payments to Mr. Heim, and (iii) granted to
him security interests in assets of the Company.
In May 1996, the Company and the Bank amended and restated the
Company's credit arrangements in connection with the implementation of the
Company's Plan of Reorganization. As amended, the Bank provided the Company (i)
a line of credit of $1,150,000 which was to be reduced in the amount of $25,000
each month beginning in July 1996 and terminating on June 1, 1997; and (ii) a
term loan in the amount of $500,000 which is due in full on May 1, 2001. Both
the line of credit and term loan provide for payment of interest at a variable
annual rate of 1.75 percent in excess of an index rate of the Bank. In October
1996, and in February 1997, the Bank agreed to amend the terms of the line of
credit. As amended, the line of credit currently is in the amount of $1,250,000,
with the Company being under no obligation to reduce that amount on a monthly
basis prior to the June 1, 1997, due date of the line.
In May 1996, the Company and Mr. Heim renewed their agreements related
to Mr. Heim's guaranty of the Company's obligations due the Bank. As renewed,
the Company agreed to pay to Mr. Heim (i) a monthly payment equal to 30 percent
of the interest payable to the Bank with respect to the line of credit; (ii) in
August 1996, an origination fee for the line of credit of $46,000; and (iii) a
monthly payment, to the extent the annual interest payable under the term note
was less than 12 percent, equal to the difference between the actual interest
paid and what would be paid if the term loan was at an annual interest rate of
12 percent. The renewal of the arrangement recognized that Mr. Heim was not
obligated to seek to have the Bank renew the line of credit at its maturity in
June 1997, but that if he did, Mr. Heim would be entitled to a renewal fee in
the amount of 4 percent of the line of credit renewed. The Company paid to Mr.
Heim fees of $84,190 in 1995 and $77,920 in 1996 under this arrangement.
In March 1997, the Company issued to Willis D. Heim 1,200,000 shares of
common stock in exchange for which Mr. Heim: (i) paid to the Company $50,000;
(ii) waived his rights to receive the interest rate differential payments with
respect to payments made to the Bank in February through May 1997 (which
interest rate differential payments were estimated to equal a total of
approximately $14,000); and (iii) agreed to consent to an increase in the line
of credit to $1,250,000 and an abatement of the $25,000 monthly reduction in the
line of credit until after June 1, 1997.
MORTGAGE LOAN WITH AFFILIATE OF PRINCIPAL SHAREHOLDER
In June 1995, the Company borrowed $500,000 from WDH Investments, Co.
("WDH") and secured repayment of the loan with a mortgage upon the Company's
production facility in St. Paul, Minnesota. Willis D. Heim, a principal
shareholder and former director of the Company, is an affiliate of WDH. The loan
requires monthly repayments of $6,000 which include interest at an annual rate
of 12 percent, but is due in full in January 2000. In addition, the note is due
in full in the event the Company defaults upon the other indebtedness of the
Company.
LEASE AGREEMENT WITH AFFILIATE OF PRINCIPAL SHAREHOLDER
The Company entered into a Lease Agreement dated March 7, 1994, with
Southtown Office Park ("Southtown") for approximately 3,800 square feet of
office space in a five-story building located at 8120 Penn Avenue South,
Bloomington, Minnesota. On November 21, 1994, the Lease Agreement was amended to
cover additional office space, which had been set to expire on April 30, 1997,
to approximately 4,200 square feet. On January 27, 1997 the Lease Agreement was
amended to decrease the total office space to approximately 3,800 square feet.
Willis D. Heim, a principal shareholder and former director of the Company, is
an affiliate of Southtown. On April 24, 1997, the Company renewed the Lease
Agreement, which had been set to expire on April 30, 1997, for a period
extending through April 30, 1998. The monthly rent to be paid during the renewal
term is $5,267.67.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables, based in part upon information supplied by
officers, directors and principal shareholders, set forth certain information
regarding the ownership of the Company's capital stock as of the date hereof by
(i) all those known by the Company to be beneficial owners of more than five
percent of any class of the Company's capital stock; (ii) each director; (iii)
each Named Executive Officer (as defined in "EXECUTIVE COMPENSATION - Summary
Compensation of Named Executive Officers"); and (iv) all executive officers and
directors of the Company as a group. Unless otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares
beneficially owned, subject to community property laws where applicable.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
The following table sets forth certain information as of the date
hereof with respect to the number of the Company's shares of capital stock
beneficially owned by each person beneficially owning more than 5% of the
Company's outstanding capital stock. Except where noted, all share amounts
relate to common stock.
NAME AND ADDRESS OF SHARES PERCENTAGE OF
BENEFICIAL OWNER (1) BENEFICIALLY OWNED OUTSTANDING SHARES
- -------------------- ------------------ ------------------
Willis D. Heim 1,791,140(2) 56.8%
6604 Glen Harbor Way
Naples, FL 33999
(1) Common stock ownership information for beneficial owners is taken from
statements filed with the Securities and Exchange Commission pursuant
to Sections 13(d) and (g) of the Securities Exchange Act of 1934 and
information made known to the Company by beneficial owners.
(2) Includes 271 shares of preferred stock which is convertible into common
stock on a one for one basis.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of the date
hereof, with respect to the number of shares of the Company's capital stock
beneficially owned by (i) each director, (ii) the Named Executive Officers, and
(iii) all executive officers and directors as a group. Except where otherwise
noted, all share amounts relate to common stock.
PERCENTAGE
OF
NAME AND ADDRESS OF SHARES OUTSTANDING
BENEFICIAL OWNER BENEFICIALLY OWNED SHARES(4)
---------------- ------------------ ---------
John O. Goodwyne 15,177(1) *
3865 Fairhomes Road
Deephaven, MN 55391
Louis R. Wagner 14,669(2) *
11209 Oak Ridge Lane
Minnetonka, MN 55343
John C. Fowler - 0 - - 0 -
4281 Inwood Road
Minnetonka, MN 55345
Allen R. Karson - 0 - - 0 -
3235 Alden Pond Lane
Eagan, MN 55121
All executive officers and 35,179(3) 1.1%
directors as a group
(6 persons)
* Less than 1%.
(1) Included in this amount are 6,000 shares which John O. Goodwyne has the
right to acquire under stock options exercisable as of the date hereof.
(2) Included in this amount are 6,000 shares which Louis R. Wagner may
acquire under stock options exercisable as of the date hereof.
(3) Included in this amount are an aggregate of 5,333 shares which one
executive officer has the right to acquire under stock options
exercisable as of the date hereof, and all shares described in notes
(1) through (2) above.
(4) The percentage of outstanding common shares owned as shown in the table
above is determined by assuming that in each case the person only, or
the group only, exercised his, her or its rights to acquire all common
shares under outstanding stock options and warrants exercisable as of
the date hereof.
PRINCIPAL ACCOUNTANTS
The Company engaged Deloitte & Touche, Minneapolis, Minnesota, as its
principal accountants for 1996, and will likely engage that firm as its
principal accountants for 1997. It is not anticipated that a representative of
such accounting firm will be at the Annual Meeting of the Shareholders to be
held on June 6, 1997.
1996 SHAREHOLDERS' MEETING
At the Company's Annual Meeting of Shareholders held on May 30, 1996,
shareholders owning more than 50% of the Company's then outstanding common
shares, were present in person or by proxy, and a majority of such shares were
voted in favor of each of the Company's present directors, who were the only
director nominees at such meeting.
SHAREHOLDER PROPOSALS
Proposals which shareholders may wish to present at the annual meeting
of the Company's shareholders in 1998 must be received by the Company prior to
January 10, 1998, in order to be included in the proxy statement and form of
proxy relating to that meeting.
AVAILABILITY OF FORM 10-KSB ANNUAL REPORT
THE COMPANY WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR
1996, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES WHICH
ARE A PART OF THAT ANNUAL REPORT, TO ANY HOLDER OF THE COMPANY'S CAPITAL STOCK,
WHO HAS NOT PREVIOUSLY RECEIVED A COPY, UPON SUCH CAPITAL STOCK HOLDER'S WRITTEN
REQUEST. THE FORM 10-KSB WILL BE FORWARDED TO SUCH CAPITAL STOCK HOLDERS WITHOUT
EXHIBITS AND WITHOUT CHARGE. EXHIBITS FILED WITH THE 1996 FORM 10-KSB WILL BE
FORWARDED TO ANY CAPITAL STOCK HOLDER OF THE COMPANY, UPON REQUEST, FOR A CHARGE
OF $5.00 PER SET. ALL REQUESTS, ACCOMPANIED BY PAYMENT, IF APPROPRIATE, SHOULD
BE ADDRESSED TO ALLEN KARSON, PRESIDENT, NORTH ATLANTIC TECHNOLOGIES, INC., 8120
PENN AVENUE SOUTH, BLOOMINGTON, MINNESOTA 55431.
PROXY
NORTH ATLANTIC TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MANAGEMENT OF THE COMPANY
The undersigned, revoking all prior proxies, hereby appoints Louis R.
Wagner and John O. Goodwyne and each and any of them, as proxies, with full
power of substitution, to vote all common shares of the Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of North
Atlantic Technologies, Inc., to be held at the Decathlon Club, 1700 E. 79th
Street, Bloomington, Minnesota on June 6, 1997, at 3:30 p.m., or at any
adjournment thereof, and hereby instructs said proxies to vote said shares as
specified below:
1. ______ FOR
(This is a vote in favor of all nominees listed below.)
______ WITHHOLD AUTHORITY
(This is a refusal to give the Company your proxy to vote in favor of the
nominees.)
______ LISTED NOMINEES
(This is a vote in favor of all nominees except any name you have drawn a
line through.)
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Louis R. Wagner, John O. Goodwyne, John C. Fowler
2. In their discretion, the proxies are authorized to vote upon other business
of which the Board of Directors is presently unaware and which may properly
come before the meeting, and for the election of any person as a member of
the Board of Directors if a nominee named in the accompanying Proxy
Statement is unable to serve or for good cause will not serve.
_____ FOR _____ AGAINST _____ ABSTAIN
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND MANAGEMENT OF THE
COMPANY, AND WILL BE VOTED FOR THE ELECTION OF THE THREE NOMINEES UNLESS OTHER
INSTRUCTIONS ARE GIVEN.
Dated: _______________, 1997
------------------------------------------
(Signature)
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(Signature)
Please sign exactly as your name appears
hereon; if stock is held jointly, each owner
must sign. When signing as executor, trustee,
guardian, attorney, agent or proxy, please
indicate title.
PLEASE SIGN, DATE AND RETURN THIS PROXY
PROMPTLY.
