SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by 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
__________________________PAR Technology Corporation_________________________
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1)Title of each class of securities to which transaction applies:
_____________________.
2)Aggregate number of securities to which transaction applies:
____________________.
3)Perunit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 Set forth the amount on which
the filing fee is calculated and state how it was determined):
____________________.
4)Proposed maximum aggregate value of transaction:___________________.
5)Total fee paid: ______________.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1)Amount Previously Paid: _________.
2)Form, Schedule or Registration Statement No.: _________.
3)Filing Party: _________.
4)Date Filed: __________.
<PAGE>
[GRAPHIC
Company Logo] PAR Technology Corporation
8383 Seneca Turnpike, New Hartford, NY 13413-4991
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MAY 22, 1997
Dear PAR Technology Shareholder:
The Annual Meeting of Shareholders of PAR Technology Corporation (the "Company")
is scheduled to be held at the main office of the Company at 8383 Seneca
Turnpike, New Hartford, New York on May 22, 1997, at 4:00 PM, local prevailing
time, for the following purposes:
1. To elect two Directors of the Company for a term of office to expire
at the third succeeding Annual Meeting of Shareholders;
2. To ratify the selection of Price Waterhouse LLP as the independent
accountants for the Company for the year 1997; and
3. Such other business as may properly come before the Meeting.
Only holders of record of the Company's Common Stock at the close of business on
April 25, 1997 will be entitled to vote at the Meeting.
Whether or not you plan to attend the Meeting, we suggest you complete the
enclosed proxy card, sign, date and return it promptly so your shares will be
represented. Any person giving a proxy has the power to revoke it at any time
before it is exercised and Shareholders of record who are present at the Meeting
may withdraw their proxies and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
Gregory T. Cortese
Secretary
New Hartford, New York
May 1, 1997
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
[GRAPHIC
Company Logo] PAR Technology Corporation
8383 Seneca Turnpike, New Hartford, NY 13413-4991
May 1, 1997
PROXY STATEMENT
Annual Meeting of Shareholders
Thursday, May 22, 1997
The enclosed proxy is solicited by the Board of Directors of PAR Technology
Corporation (the "Company") for use at the Annual Meeting of Shareholders to be
held at 4:00 PM, local prevailing time, on May 22, 1997, and at any adjournment
thereof.
Please complete, sign, date and return the enclosed proxy. When proxies in the
form enclosed are returned properly executed, the shares represented thereby
will be voted in accordance with the directions of the Shareholder. When no
direction has been given by the Shareholder, the proxy will be voted FOR the
election of the Directors named below and FOR the ratification of Price
Waterhouse LLP as independent accountants for 1997. The proxy solicited hereby
may be revoked at any time prior to its exercise by executing and returning a
proxy bearing a later date, by giving written notice of revocation to the
Secretary of the Company at the address set forth above, or by attending the
Meeting and voting in person.
The cost of preparing and mailing this Notice and Proxy Statement and the
enclosed proxy will be borne by the Company. In addition to the use of the
mails, some of the officers, Directors and regular employees of the Company may
solicit proxies in person, by telephone or telegraph and may solicit brokers and
other persons holding shares beneficially owned by others to procure from the
beneficial owners consents to the execution of proxies. The Company will
reimburse such brokers and other persons their reasonable fees and expenses for
sending solicitation material to principals and obtaining their instructions.
The Company's Annual Report to its Shareholders for the year ended December 31,
1996, including audited financial statements, accompanies this Proxy Statement.
That report is not incorporated in this Proxy Statement by reference. The
approximate date on which this Proxy Statement and the accompanying form of
proxy are first being sent or given to security holders is May 1, 1997.
RECORD DATE, OUTSTANDING COMMON STOCK, VOTING RIGHTS
Only Shareholders of record at the close of business on April 25, 1997, will be
entitled to vote at the Annual Meeting or any adjournments thereof. As of that
date, there were 8,837,865 shares of the Company's Common Stock outstanding and
entitled to vote. The holders of shares representing 4,418,934 votes,
represented in person or by proxy, shall constitute a quorum to conduct
business.
<PAGE>
Each share of Common Stock entitles the holder thereof to one vote on all
matters to come before the Meeting including the election of the Directors.
A Shareholder may, with respect to the election of the two Directors (i) vote
for the nominees named herein, or (ii) withhold authority to vote for either or
both of such nominees. The election of Directors requires a plurality of the
votes cast. Accordingly, withholding authority to vote for a Director nominee
will not prevent him from being elected.
A Shareholder may, with respect to the ratification of the selection of Price
Waterhouse LLP as independent accountants: (i) vote "FOR", (ii) vote "AGAINST"
or (iii) "ABSTAIN" from voting. A majority of the votes cast by the holders of
shares of capital stock present or represented by proxy and entitled to vote
thereon (a quorum being present) is required to ratify the selection of
independent accountants. A vote to abstain from voting on this proposal has the
legal effect of a vote against the matter.
A proxy may indicate that all or a portion of the shares represented by such
proxy are not being voted with respect to a particular matter. This could occur,
for example, when a broker or bank is not permitted to vote stock held in street
name on certain matters in the absence of instructions from the beneficial owner
of the stock. These "non-voted shares" will be considered shares not present and
entitled to vote on such matters, although such shares may be considered present
and entitled to vote for other purposes and will count for purposes of
determining the presence of a quorum. Non-voted shares will not affect the
determination of the outcome of the vote on any proposal to be decided at the
meeting.
Proposal 1: Election of Directors
Under the Company's Certificate of Incorporation, the members of the Board are
divided into three classes with approximately one-third of the Directors
standing for election at each Annual Meeting of Shareholders. The Directors are
elected for a three-year term of office, and will hold office until their
respective successors have been duly elected and qualified. The class of
Directors which was elected to hold office until the 1997 Annual Meeting of
Shareholders consists of two Directors. Therefore, at this meeting, two
Directors will be elected for a three-year term expiring at the Annual Meeting
held in the year 2000. Unless a contrary direction is indicated, shares
represented by valid proxies in the accompanying form will be voted FOR the
election of the nominees named below. The nominees for Director named below are
currently members of the Board.
The Board of Directors has no reason to believe that the nominees will be unable
or unwilling to serve if elected. In the event that either or both nominees
named below shall become unable or unwilling to accept nomination or election as
a Director, it is intended that such shares will be voted, by the persons named
in the enclosed proxy, for the election of the substitute nominee(s) selected by
the Board, unless the Board should determine to reduce the number of Directors
pursuant to the By-Laws of the Company.
The names of each of the Directors and the nominees, their ages as of May 1,
1997, the year each first became a Director, their principal occupations during
at least the past five years, other Directorships held by each as of the date
hereof and certain other biographical information are as set forth below by
class, in order of the next class to stand for election.
<PAGE>
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
Term Expiring at the 2000 Annual Meeting of Shareholders
MR. SANGWOO AHN Partner
Morgan Lewis Githens & Ahn, LP
Investment Bankers
Mr. Ahn, age 58, is one of the founders of the investment banking firm of Morgan
Lewis Githens & Ahn, LP. He has held the above position since 1982. Mr. Ahn is
also a Director of Quaker Fabric Corporation; Kaneb Services Inc.; Kaneb Pipe
Line Partners, LP; ITI Technologies, Inc.; Stuart Entertainment, Inc. and The
Gradall Company. Mr. Ahn has been a Director of the Company since March 1986.
MR. J. WHITNEY HANEY President
PAR Microsystems Corporation
Mr. Haney, age 62, joined PAR Microsystems Corporation as a full-time employee
on February 1, 1988. Mr. Haney had been a Director of PAR Microsystems since
September 1, 1987. On April 1, 1988, Mr. Haney assumed the position of President
of PAR Microsystems and was appointed a Director of the Company. Prior to
joining the Company, Mr. Haney was Vice President of Engineering - Scientific
Business Unit at Xerox Corporation.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Term Expiring at the 1998 Annual Meeting of Shareholders
DR. JOHN W. SAMMON, JR. Chairman of the Board and President
Dr. Sammon, age 58, is the founder of the Company and has been the President and
a Director since its incorporation in 1968. He was elected Chairman of the Board
in 1983. Dr. Sammon also currently holds various positions with one or more
subsidiaries of the Company.
MR. CHARLES A. CONSTANTINO Executive Vice President
Mr. Constantino, age 57, has been a Director of the Company since 1970 and has
been Executive Vice President since 1974. He also holds various positions with
one or more subsidiaries of the Company.
For a Term Expiring at the 1999 Annual Meeting of Shareholders
DR. JAMES C. CASTLE Chairman and CEO
USCS International, Inc.
Dr. Castle, age 60, was appointed a Director of the Company as of December 1,
1989. He has been Chairman and CEO of USCS International since August 1992. From
August 1991 until assuming his current position with USCS International, Dr.
Castle was President and CEO of Teradata Corporation. He currently also serves
as a Director of Leasing Solutions, Inc.and ADC Telecommunications, Inc.
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The business of the Company is under the general direction of the Board as
provided by the By-Laws of the Company and the laws of Delaware, the state of
incorporation. The Board met seven times during the fiscal year ended December
31, 1996. All members of the Board attended more than 75% of the total number of
meetings of the Board and Board committees on which they served. The Board has
four standing committees: Executive, Audit, Compensation and Stock Option.
The Executive Committee. The Executive Committee is composed of three Directors:
Dr. Sammon (Chairman), Mr. Constantino and Mr. Ahn. The Committee did not meet
in 1996. The Executive Committee meets when required on short notice during
intervals between meetings of the Board and has authority to exercise all of the
powers of the Board in the management and direction of the business and affairs
of the Corporation in all cases in which specific directions shall not have been
given by the Board and subject to the limitations of the General Corporation Law
of the State of Delaware.
The Audit Committee. The Audit Committee consists of two Directors: Mr. Ahn
(Chairman) and Dr. Castle, and met twice in 1996. The Audit Committee recommends
the appointment of the independent auditors, consults with the independent
auditors on the plan of audit, reviews the activities and reports of the
independent auditors and reports the results of such to the Board, and reviews
and makes recommendations concerning internal accounting controls.
The Compensation Committee. The Compensation Committee is comprised of three
Directors: Mr. Ahn (Chairman), Dr. Sammon and Mr. Constantino. The Compensation
Committee met twice in 1996. The Committee, which meets as required, reviews and
establishes the compensation of the Executive Officers and other principal
officers of the Company and its subsidiaries. The salaries and other
compensation of any Executive Officers who are members of the Compensation
Committee are subject to approval by the Board. The Committee also reviews and
recommends to the Board compensation for outside Directors for service on the
Board and committees of the Board, makes recommendations to the Stock Option
Committee for stock option awards and recommends to the Board changes in the
Company's incentive plans. The Report of the Compensation Committee set forth
below describes the responsibilities of this committee, and discloses the basis
for the compensation of the Chief Executive Officer, including the factors and
criteria upon which that compensation was based; compensation policies
applicable to the Company's Executive Officers; and the specific relationship of
corporate performance to executive compensation for 1996.
Stock Option Committee. The Stock Option Committee is composed of two Directors:
Dr. Sammon (Chairman) and Mr. Constantino, both of whom are "disinterested
persons" within the meaning of Rule 16b-3 as promulgated under the Security
Exchange Act of 1934, as amended, and in compliance with the Company's 1995
Stock Option Plan. The Stock Option Committee met one time in 1996. The
Committee, which meets as required, reviews recommendations of the Compensation
Committee for stock option awards and otherwise serves as the administrative
body for the Stock Option Plan.
DIRECTOR COMPENSATION
Directors who are employees of the Company are not separately compensated for
serving on the Board. All other Directors receive annual retainers of $10,000
for membership on the Board and an attendance fee of $1,000 per day for
attendance at Board meetings and any Committee meetings held on the same day and
$500 per day, prorated accordingly, for Committee meetings held on days other
than Board meeting days. All Directors are also reimbursed for all reasonable
expenses incurred in attending meetings. In addition, for serving on the Board,
each non-employee Director receives an initial Nonqualified Stock Option to
purchase 5,000 shares of the Company's Common Stock at an exercise price equal
to 80% of the fair market value of the stock on the date of grant, vesting 20%
per year over five years. Upon expiration of such five-year period, such
non-employee Directors may be granted additional Nonqualified Stock Options
under the then existing stock option plan.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities Exchange Commission, the New York Stock Exchange
and the Company. To the Company's knowledge, based solely on its review of the
copies of such reports received by the Company and written representations from
certain reporting persons that they were not required to file Form 5's, the
Company believes that during 1996 all filing requirements were met.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the ownership of
the Company's Common Stock as of March 31, 1997, by each Director, by each of
the Executive Officers named in the Summary Compensation Table below and by all
Directors and Executive Officers as a group. The table also sets forth
information regarding the ownership of the Company's Common Stock as of February
11, 1997 by Norwest Corporation and Norwest Bank Minnesota, National
Association.
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Owner or Group Beneficial Ownership (1) Percent of Class
- --------------------------------- ------------------------ ----------------
<S> <C> <C>
Dr. John W. Sammon, Jr ............... 3,883,300 (2) 43.94%
Charles A. Constantino ............... 397,205 (3) 4.49%
J. Whitney Haney ..................... 153,555 (4) 1.69%
Sangwoo Ahn .......................... 50,000 (5) *
Albert Lane, Jr ...................... 19,105 (6) *
Dr. John P. Retelle, Jr .............. 12,550 (7) *
Dr. James C. Castle .................. 5,000 *
All Directors and Executive Officers
as a Group (8 persons) ............... 4,314,705 50.13%
Other Beneficial Owners
Norwest Corporation and Norwest
Bank Minnesota, National Association . 639,750 (8) 7.3%
</TABLE>
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* Represents less than 1%
(1) Except as otherwise noted, each individual has sole voting and dispositive
power with respect to all shares.
(2) Does not include 254,570 shares beneficially owned by Dr. Sammon's wife,
Deanna D. Sammon. Dr. Sammon disclaims beneficial ownership of such shares.
(3) Does not include 3,800 shares owned by Mr. Constantino's wife, Elaine
Constantino. Mr. Constantino disclaims beneficial ownership of such shares.
(4) Includes 150,055 shares which Mr. Haney has or will have the right to
acquire pursuant to the Company's stock option plans as of May 30, 1997.
(5) Includes 35,000 shares which Mr. Ahn has the right to acquire pursuant to
the Company's stock option plans as of May 30, 1997.
(6) Includes 8,805 shares which Mr. Lane has or will have the right to acquire
pursuant to the Company's stock option plans as of May 30, 1997.
(7) Represents shares Dr. Retelle has or will have the right to acquire
pursuant to the Company's stock option plans as of May 30, 1997.
(8) Based solely on information contained in a Schedule 13G filing dated
February 11, 1997, as of that date, Norwest Corporation claimed beneficial
ownership of 639,750 shares which included 572,475 shares deemed to be
beneficially owned by its subsidiary, Norwest Bank Minnesota, National
Association ("NBM"). Such Schedule 13G indicates Norwest Corporation, as
parent holding company, had sole voting power as to 425,050 of the shares
set forth above and sole dispositive power as to 560,875 of such shares.
Based on such Schedule 13G, NBM had sole voting power as to 357,775 of the
shares set forth above and shared dispositive power as to 560,875 of such
shares.
The address for Dr. John W. Sammon, Jr. is c/o PAR Technology Corporation, 8383
Seneca Turnpike, New Hartford, NY 13413-4991. The address for Norwest
Corporation and Norwest Bank Minnesota, National Association is Norwest Center
Sixth & Marquette, Minneapolis, MN 55479.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for each of
1996, 1995 and 1994 awarded to, earned by, or paid to the Chief Executive
Officer and the four most highly compensated Executive Officers of the Company
other than the Chief Executive Officer.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------------------------------------------------
Annual Compensation Awards Payouts
-----------------------------------------------------------------------------
Other Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Bonus sation Award(s) SAR's (#) Payouts sation
Principal Position Year Salary (1) ($) ($) (2) ($) ($) (3)
- ------------------ -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dr. John W. Sammon, Jr .... 1996 $207,916 -0- -0- -0- -0- -0- $ 1,910
Chairman of the Board, .... 1995 $200,904 $ 76,206 -0- -0- -0- -0- $ 7,130
President and Director .... 1994 $192,856 $110,030 -0- -0- -0- -0- $ 7,172
Charles A. Constantino .... 1996 $179,838 -0- -0- -0- -0- -0- $ 1,910
Executive Vice President .. 1995 $173,772 $ 56,498 -0- -0- -0- -0- $ 7,130
and Director .............. 1994 $166,815 $ 81,803 -0- -0- -0- -0- $ 7,172
J. Whitney Haney .......... 1996 $182,541 -0- -0- -0- -0- -0- $ 1,910
President, PAR Microsystems 1995 $175,956 $ 56,396 -0- -0- -0- -0- $ 7,130
Corporation ............... 1994 $169,189 $ 89,583 -0- -0- -0- -0- $ 7,172
Albert Lane, Jr ........... 1996 $153,439 -0- -0- -0- -0- -0- $ 1,910
President, Rome Research .. 1995 $140,270 $ 71,317 -0- -0- -0- -0- $ 7,130
Corporation ............... 1994 $132,600 $ 81,102 -0- -0- -0- -0- $ 7,172
Dr. John P. Retelle, Jr ... 1996 $131,922 -0- -0- -0- -0- -0- $ 1,910
President, PAR Government . 1995 $124,668 $ 39,105 -0- -0- 5,000 -0- $ 7,130
Systems Corporation ....... 1994 $115,000 $ 34,898 -0- -0- 5,000 -0- $ 856
</TABLE>
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(1) Cash bonus awards earned in the respective fiscal year.
(2) Represents stock options granted under the Company's 1984 Stock Option Plan
or 1995 Stock Option Plan.
(3) All Other Compensation column consists only of Company contributions to the
employees Profit Sharing component of the Company's Retirement Plan.
<PAGE>
In December 1991, PAR Microsystems Corporation granted Mr. Haney a loan for
$60,000 with interest at the prime rate, adjusted monthly, which was due on
January 2, 1997. In January 1992, PAR Microsystems Corporation granted Mr. Haney
an additional loan which totaled $540,000 with interest at the prime rate,
adjusted monthly, which was also due on January 2, 1997. The principal amount of
such notes, $600,000, was secured by a Deed to Secure Debt on real estate owned
by Mr.Haney and his wife. These loans, together with interest, were repaid in
full in 1996.
The policies and practices of the Corporation pursuant to which the compensation
set forth in the Summary Compensation Table was paid or awarded is described
under "Compensation Committee Report" set forth elsewhere in this Proxy
Statement.
Options/SAR's Granted in Last Fiscal Year
There were no stock options or stock appreciation rights ("SAR's") granted to
Executive Officers named in the Summary Compensation Table during 1996.
Aggregated Option Exercises in 1996 and Year-End Option Values
The table which follows sets forth information concerning exercises of stock
options during 1996 by each of the Executive Officers named in the Summary
Compensation Table and the value of his unexercised Options as of December 31,
1996 based on a fair market value of $13.75 per share of the Company's Common
Stock on such date:
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised in-the-Money
Options at 12/31/96 Options at 12/31/96 (2)
Acquired Value (1)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dr. John W. Sammon, Jr. -- -- -- -- -- --
Charles A. Constantino -- -- -- -- -- --
J. Whitney Haney 166,445 $2,427,395 129,655 42,400 $1,393,791 $ 455,800
Albert Lane, Jr. 16,300 $ 186,226 6,675 5,325 $ 65,081 $ 51,919
Dr. John P. Retelle, Jr. 4,500 $ 27,777 12,300 9,100 $ 97,389 $ 74,244
</TABLE>
- ----------
(1) The value realized equals the aggregate amount of the excess of the fair
market value on the date of exercise (the average of the high and low
prices of the Company's Common Stock as reported in the Wall Street Journal
for the exercise date) over the relevant exercise price(s).
(2) The value is calculated based on the aggregate amount of the excess of
$13.75 (the fair market value of the Company's Common Stock on 12/31/96)
over the relevant exercise price(s).
(3) Shares were acquired and sold the same day.
(4) 4,000 of such shares were acquired and sold the same day.
<PAGE>
COMPENSATION COMMITTEE REPORT
Pursuant to its responsibilities, the Compensation Committee of the Board of
Directors (the "Committee") performs annual reviews of the performance and
contribution of the Company's Executive Officers against annual and long term
commitments and objectives to determine the nature and extent of executive
compensation actions. Decisions of the Committee relative to the compensation of
employee committee members (Dr. Sammon and Mr. Constantino) are subject to
review and approval by a majority of the disinterested members of the Board.
General Compensation Policy
PAR's executive compensation program is designed to attract, motivate, reward
and retain the management talent essential to achieving PAR's business
objectives and maintaining its position of leadership in the industry.
Compensation for PAR's Executive Officers in 1996 is consistent with the three
fundamental principles of the executive compensation program:
o Executive compensation must be tied to the Company's general
performance and achievement of financial and strategic goals;
o Executive compensation opportunities should be competitive with those
provided by other leading high technology companies of comparable
size; and
o Executive compensation should provide incentives that align the
long-term financial interests of the Company's executives with those
of its Shareholders.
Elements of Executive Compensation
To meet its policy objectives for executive compensation, the Company's
executive compensation program consists of Base Salary and Stock Options.
Base Salary. The Committee reviewed and set the annual base salary of the
Executive Officers for fiscal 1996. In setting annual base salaries, the
Committee considered the salaries of relative executives in similar positions in
the industry from its most recent contracted survey, the level and scope of
responsibility, experience and performance of the executive, financial
performance of the Company and overall general economic factors. The Committee
believes that the companies with whom the Company competes for compensation
purposes are not necessarily the same companies with which Shareholder
cumulative returns are compared. The peer groups used in the Performance Graph
below include the Standard & Poor's 500 Stock Index and those computer hardware
companies deemed most comparable to the Company's businesses for measuring stock
performance. An objective of the Committee is to administer the salary for each
executive management position within a range with a midpoint near the average
midpoint for comparable positions at companies of similar size, geographic area
and line of business. In implementing its compensation policies, the Committee
also considers the individual experience and performance of the executive, the
performance of the organization over which the executive has responsibility, the
performance of the Company and general economic conditions. The Committee gives
such weight to each factor as it deems appropriate.
<PAGE>
Stock Options. In furtherance of the objective of providing long-term financial
incentives that relate to improvement in long-term Shareholder value, the
Company awards stock options to its key employees (including Executive Officers)
under its 1995 Stock Option Plan ("Option Plan"). Stock options ("Options")
granted under the Option Plan may be either Incentive Stock Options as defined
by the Internal Revenue Code ("Incentive Stock Options") or Options which are
not Incentive Stock Options ("Nonqualified Stock Options"). Upon review of
recommendations from the Compensation Committee, the Stock Option Committee
determines the key employees of the Company and its subsidiaries who shall be
granted Options, the type of Options to be granted, the terms of the grant and
the number of shares to be subject thereto. Option grants become exercisable no
less than six months after the grant and typically expire ten years after the
date of the grant. Option grants are discretionary and are reflective of the
value of the recipients' position as well as the current performance and
continuing contribution of that individual to the Company.
CEO Compensation for Fiscal 1996
The Committee based the 1996 compensation of the Chief Executive Officer on the
policies and practices described above. In 1996, Dr. Sammon received salary
compensation of $207,916, an increase of 3.5% over his 1995 salary. Dr. Sammon,
the Company's founder, became a Shareholder before the Company became
publicly-owned and has not, to date, been granted options under the Company's
Stock Option Plan in view of his already existing substantial interest in
maximizing the value of the Company's Common Stock.
Compensation Committee
Sangwoo Ahn, Chairman
Dr. John W. Sammon, Jr.
Charles A. Constantino
<PAGE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate by reference this Proxy Statement, in whole or in
part, the above Compensation Committee Report and the Performance Graph set
forth below shall not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933 (the "1933 Act") or the Securities Exchange Act
of 1934 (the "1934 Act"), except to the extent the Company specifically
incorporates them by reference into a filing under the 1933 Act or the 1934 Act,
nor shall such Compensation Committee Report or Performance Graph be deemed to
be "soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to Regulation 14A or 14C under the 1934 Act or to the
liabilities of Section 18 of the 1934 Act, except to the extent that the Company
specifically incorporates them by reference into a filing under the 1933 Act or
the 1934 Act. As of the date of this Proxy Statement, the Company has made no
such incorporation by reference or request.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Dr. John W. Sammon, Jr., Chairman of the Board and President of the Company and
Mr. Charles A. Constantino, Executive Vice President of the Company serve as
members of the Compensation Committee and the Stock Option Committee.
PERFORMANCE GRAPH
The following Performance Graph shows the changes over the past five year period
(1992 through 1996) in the value of $100 invested in: (1) the Company's Common
Stock, (2) the Standard & Poor's 500 Index, and (3) the Common Stock of the
Computer Hardware Listed industry group whose returns are weighted according to
their respective market capitalizations. The closing price of the Company's
stock on December 31, 1991 was $2.625 and an investment of $100 would have
acquired 38 shares of the Company. On December 31, 1996, the Company's stock
price closed at $13.875 making the value of the originally acquired 38 shares
$529.
The following companies are included in Computer Hardware Listed industry group:
Amdahl Corporation, Atari Corporation, Ceridian Corporation, Compaq Computer
Corporation, Datapoint Corporation, Intelligent Systems Corporation, PAR
Technology Corporation, Silicon Graphics Inc., Stratus Computer Inc., Sulcus
Computer Corporation, Tandem Computers Incorporated, and Tandy Corporation. This
peer group formerly included Cray Research Inc. PAR has been advised that stock
for Cray Research Inc. is no longer publicly traded and therefore it is excluded
from PAR's peer group.
The year-end values of each investment are based on share price appreciation and
the reinvestment of dividends.
[GRAPHIC - Performance Chart - points plotted as numbers below]
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
PTC .............. 100 233 286 252 343 529
PEER GROUP ....... 100 114 156 214 222 288
S&P 500 .......... 100 108 118 120 165 203
</TABLE>
<PAGE>
Proposal 2: Ratification of the Selection of Independent Accountants
On the recommendation of the Audit Committee, the Board of Directors has
selected Price Waterhouse LLP as the independent accountants to examine the
financial statements of the Company and its subsidiaries for the year 1997.
Price Waterhouse LLP has been employed to perform this function for the Company
since 1980.
One or more representatives of Price Waterhouse LLP will be present at the
Annual Meeting, will have an opportunity to make a statement if they so desire
and will be available to respond to appropriate questions.
Although this appointment is not required to be submitted to a vote of the
Shareholders, the Board believes it is appropriate as a matter of policy to
request that the Shareholders ratify the appointment. If the Shareholders do not
ratify the appointment, the Audit Committee will investigate the reasons for
Shareholder rejection and the Board will reconsider the appointment.
The Board of Directors recommends a vote FOR the proposal to ratify the
selection of Price Waterhouse LLP. Proxies solicited by the Board of Directors
will be so voted unless Shareholders specify otherwise in their proxies.
OTHER MATTERS
Other than the foregoing, the Board of Directors knows of no matters which will
be presented at the Annual Meeting for action by Shareholders. However, if any
other matters properly come before the Meeting, or any adjournment thereof, the
persons acting by authorization of the proxies will vote thereon in accordance
with their best judgment.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of Shareholders intended to be presented at the 1998 Annual Meeting
must be received by the Company on or before January 1, 1998 to be considered
for inclusion in the 1998 Proxy Statement and proxy relating to that meeting.
The Company recommends that all proposals be submitted by Certified Mail -
Return Receipt Requested.
BY ORDER OF THE BOARD OF DIRECTORS
Gregory T. Cortese
Secretary
May 1, 1997
<PAGE>
PROXY CARD
REVOCABLE PROXY
PAR TECHNOLOGY CORPORATION
================================================================================
[ ] PLEASE MARK VOTES AS IN THIS EXAMPLE
PROXY FOR ANNUAL MEETING
OF SHAREHOLDERS 1. ELECTION OF DIRECTORS
TO BE HELD MAY 22, 1997 For [ ] Withhold [ ] For All Except [ ]
This proxy is solicited on
behalf of the Board of Directors Nominees:
Sangwoo Ahn and J. Whitney Haney
The undersigned shareholder of
PAR TECHNOLOGY CORPORATION hereby INSTRUCTION: To withhold authority to
appoints JOHN W. SAMMON, JR., vote for any individual nominee, mark
CHARLES A. CONSTANTINO and FOR ALL EXCEPT and write the name of
J. WHITNEY HANEY or any one of the nominee on the line below.
them, jointly or severally,
proxies with full power of ____________________________
substitution, to vote all
share of Common Stock of the
Company which the undersigned
is entitled to vote at the 1997
Annual Meeting of Shareholders 2. PROPOSAL TO RATIFY SELECTION OF
to be held on May 22, 1997 at PRICE WATERHOUSE LLP AS THE INDEPENDENT
4:00 PM, Local Time, and at any ACCOUNTANTS FOR THE COMPANY.
adjournment thereof, for the
election of Directors and For [ ] Against [ ] Abstain [ ]
upon the proposal set forth
and more particularly described The Board of Directors recommends a vote
in the accompanying Notice of FOR Items 1 and 2.
Annual Meeting and Proxy State-
ment and upon such other matters I plan to attend the Annual Meeting [ ]
that may properly come before
the meeting. The undersigned UNLESS OTHERWISE INSTRUCTED ABOVE, THE SHARES
hereby instructs said proxies REPRESENTED HEREBY WILL BE VOTED IN
to vote as follows: ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS SET FORTH ABOVE.
Please be sure to sign and date
Proxy in the box below.
If signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such and if signing for a
Shareholder sign above corporation, please give your title. When
Co-holder (if any sign above shares are in the name of more than one
person, each should sign the proxy.
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Detach above card, sign, date and mail in postage paid envelope provided.
PAR TECHNOLOGY CORPORATION
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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