<PAGE>
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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
LA MAN CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing 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 ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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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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Notes:
<PAGE>
LA-MAN CORPORATION
2180 West State Road 434, Suite 6136
Longwood, Florida 32779
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 19, 1996
The Annual Meeting of shareholders of La-Man Corporation (the "Company")
will be held on Tuesday, November 19, 1996, at 10:00 a.m., local time, at the
Ramada Inn North, 2025 West State Road 434, Longwood, Florida 32750 for the
following purposes, all of which are described in the accompanying Proxy
Statement:
1. To elect 10 members to the Board of Directors of the Company to serve until
the next annual meeting of shareholders and until their successors are
elected and qualified;
2. To consider and act upon the ratification of the appointment of BDO
Seidman, LLP as the Company's independent auditor for the June 30, 1997
fiscal year; and
3. To consider and act upon such other business as may properly come before
the Meeting or any adjournment thereof.
The accompanying proxy is solicited by the Board of Directors of the
Company. The Company's Proxy Statement and Annual Report for the fiscal year
ended June 30, 1996 are enclosed.
The record date for the determination of shareholders entitled to vote at
the Meeting is October 18, 1996, and only shareholders of record at the close of
business on that date will be entitled to vote at the Meeting or any adjournment
thereof.
YOUR VOTE IS IMPORTANT! WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING,
PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED
PREPAID ENVELOPE SO THAT WE MAY BE ASSURED OF A QUORUM TO TRANSACT BUSINESS. IF
YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
By Order of the Board of Directors,
Longwood, Florida J. WILLIAM BRANDNER
October 18, 1996 President and Chief Executive Officer
<PAGE>
LA-MAN CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 19, 1996
INTRODUCTION
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
the enclosed proxy by and on behalf of La-Man Corporation, a Nevada corporation
("La-Man" or the "Company"), for use at the Annual Meeting of Shareholders to be
held on Tuesday, November 19, 1996, at 10:00 a.m., local time, at the Ramada Inn
North, 2025 West State Road 434, Longwood, Florida 32750 (the "Annual Meeting"),
and at any adjournment thereof. The Annual Meeting is being held to consider
and vote on the election of 10 persons to serve as members of the Company's
Board of Directors, the ratification of the appointment of BDO Seidman, LLP as
the Company's independent auditor for the June 30, 1997 fiscal year and to
consider and act on any other business that may properly come before the
meeting.
The principal executive offices of the Company are located at 2180 West
State Road 434, Suite 6136, Longwood, Florida 32779. This Proxy Statement, the
enclosed form of proxy and the Company's Annual Report for the fiscal year ended
June 30, 1996 (the "1996 Fiscal Year") are being sent to shareholders commencing
on or about October 18, 1996.
RECORD DATE, VOTING RIGHTS, AND REVOCABILITY OF PROXIES
The Board of Directors has fixed October 18, 1996 as the record date for
the Annual Meeting. Only shareholders of record at the close of business on
that day will be entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. As of September 13, 1996, there were 3,228,394 shares of
common stock, par value $.001 per share, of the Company ("Common Stock") issued
and outstanding.
Holders of record of Common Stock on the record date are entitled to cast
one vote per share, by person or by proxy authorized in writing, at the Annual
Meeting. Shares represented by a properly executed proxy in the accompanying
form will be voted at the Annual Meeting and, when instructions have been given
by the shareholder, will be voted in accordance with those instructions. If no
instructions are given, the shares will be voted according to the
recommendations of the Board of Directors of the Company (the "Board of
Directors" or the "Board"). Other than the election of Directors, which
requires a plurality of the votes cast, each matter to be submitted to the
shareholders requires the affirmative vote of a majority of the votes cast at
the meeting. Abstentions and broker non-votes are counted only for purposes of
determining whether a quorum is present at the meeting.
A shareholder may revoke a proxy at any time before its exercise by
sending written notice of revocation to the Secretary of the Company, or by
signing and delivering a proxy which is dated later, or, if the shareholder
attends the Annual Meeting in person, either by giving written notice of
revocation to the inspectors of election at the Annual Meeting or by voting at
the meeting.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Ten persons are to be elected at the Annual Meeting to serve as
Directors for a term of one year or until the election and qualification of
their successors. It is the intention of the persons named in the enclosed
proxy to vote proxies FOR the election of the nominees named below. If any
nominee refuses or is unable to serve as a Director (which is not anticipated),
the persons named as proxies reserve full discretion to vote for any or all
other persons who may be nominated. The 10 nominees receiving the greatest
number of votes will be elected to serve on the Board of Directors.
This year's nominees for election to the Board of Directors are as follows:
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITION AND OFFICES WITH THE COMPANY SINCE AGE
- ---- ------------------------------------- -------- ---
<S> <C> <C> <C>
J. Melvin Stewart Chairman of the Board; Director 1994 77
J. William Brandner President and Chief Executive Officer; Director 1994 59
Gary Donald Bell President, Don Bell Industries, Inc. 1995 47
Ithiel C. Clemmons None 1995 73
Edwin M. Freakley None 1995 52
Philip Howe Hoard Vice President; Secretary; Director 1987 62
Thomas N. Grant None 1995 50
Otto J. Nicols Vice President; Treasurer (Chief Financial
Officer and Chief Accounting Officer) and 1994 58
Assistant Secretary; Director
Robert M. Smither None 1995 43
Max D. Tavernier Vice President; Sales Manager, Filter 1989 58
Division; Director
</TABLE>
BUSINESS EXPERIENCE OF NOMINEES
J. MELVIN STEWART has served as a Director of the Company since
February 1994 and as Chairman of the Board since September 29, 1994. He is also
a member of the Board's Executive Committee (the "Executive Committee"), and
serves as Chairman of the Board, President and Chief Executive Officer of Nevada
SEMCO, Inc. ("SEMCO"), and as President and Chief Executive Officer of J.M.
Stewart Corporation ("Stewart Corporation") and J.M. Stewart Industries, Inc.
("Stewart Industries"), all subsidiaries of the Company. Mr. Stewart served in
such capacities at Stewart Corporation and Stewart Industries for more than five
years prior to their acquisition by the Company in January 1994. From March
1989 to May 1991, Mr. Stewart also served as Treasurer and as a Director of
Christian Purchasing Network. Christian Purchasing Network is not an affiliate
of the Company.
2
<PAGE>
J. WILLIAM BRANDNER has served as President and Chief Executive
Officer and as a Director since April 1994 and also serves as a member and
Chairman of the Executive Committee. From April 1991 to July 1993, Mr. Brandner
served as Chairman and President of American Integrity Corporation, a public
insurance holding company with revenues of more than $100 million. From July
1971 to October 1990, Mr. Brandner served as Vice Chairman, Director and in
various other senior executive positions with Harcourt Brace Jovanovich, Inc.
("HBJ"), a $1.8 billion diversified public company with publishing, insurance
and theme park operations.
GARY DONALD BELL has served as a Director since October 1995. He has
served the last five years as President of Don Bell Industries, Inc. ("Don Bell
Industries"), which was acquired by the Company in September 1995. The terms of
the agreement ("DBI Acquisition Agreement") under which the Company acquired Mr.
Bell's minority stock interest in Don Bell Industries provide that for a period
of two years following the September 7, 1995 acquisition date the Company is
required to use its reasonable best efforts to cause Mr. Bell or his designee to
be nominated and elected to the Board of Directors.
ITHIEL C. CLEMMONS has served as a Director and member of the
Compensation Committee since October 1995 and as a member of the Audit Committee
since March 1996, and has held the Office of Bishop in the Church of God in
Christ since 1977. Bishop Clemmons lives in New York City, where he presides
over 92 churches. He is a member of the twelve-man Governing General Board of
the 5,000,000 member Church of God in Christ, which is headquartered in Memphis,
Tennessee. He is also a member of the Committee of Denominational Executives of
the Council of Churches of New York City, adjunct Professor of African American
Studies at Regent University School of Theology, Virginia Beach, Virginia and a
member of the North American Renewal Service Committee on Planning.
EDWIN M. FREAKLEY has served as a Director and member of the Executive
Committee since October 1995 and as a member of the Audit Committee since March
1996. Mr. Freakley has been President and Chief Executive Officer of Worrell
Enterprises, Inc. ("Worrell"), a private publishing and management company,
since before 1990. The terms of the DBI Acquisition Agreement, under which the
Company acquired Worrell's majority stock interest in Don Bell Industries,
provide that the Company is required for a period of two years following the
September 7, 1995 acquisition date to use its reasonable best efforts to cause
to be nominated and elected to the Board of Directors two designees of Worrell.
Worrell again has selected Mr. Freakley and Mr. Robert M. Smither, Jr. as such
designees for this year's meeting. Since March 1996, Mr. Freakley also has
served as Chairman of the Board and Chief Executive Officer of Austin's
International, Inc., a publicly-owned Delaware corporation that owns and
operates specialty restaurants in the State of Florida.
THOMAS N. GRANT has served as a Director and as a member and Chairman
of the Compensation Committee since October 1995 and as a member of the Audit
Committee since March 1996, and since 1993 has served as Senior Vice President
and Senior Lending Officer of The Bank of Winter Park, Winter Park, Florida
("Bank of Winter Park"), the Company's lending bank. From 1992 to 1993 he
served as President and Chief Executive Officer, and from 1991 to 1992 as
Executive Vice President, of Central National Bank, Winter Park, Florida. Mr.
Grant also served as Senior Vice President and in various other capacities with
Southeast Bank, N.A. from 1973 to 1991.
PHILIP H. HOARD has served as Vice President, Secretary and a Director
of the Company since April 1987. Mr. Hoard has also served as Director of
Purchasing for the Company since March 1985, and as Plant Manager from April
1987 to present.
3
<PAGE>
OTTO J. NICOLS has served as Vice President, Treasurer (Chief
Financial Officer and Chief Accounting Officer) and a Director of the Company
since May 1994, and as Assistant Secretary since October 1995. He is also a
member of the Executive Committee. From December 1992 to May 1994, Mr. Nicols
was retired. From May 1987 to November 1992, Mr. Nicols served in various
financial and administrative positions at HBJ, most recently as Administrative
Vice President and Chief Financial Officer, and was responsible for all
financial matters and various administrative and operating functions.
ROBERT M. SMITHER, JR. has served as a Director and member of the
Compensation Committee since October 1995. Mr. Smither has also served as a
member and Chairman of the Audit Committee since March 1996, and has been Vice
President and Treasurer of Worrell since before 1990. He, together with Mr.
Freakley, are the two persons designated by Worrell under the DBI Acquisition
Agreement to be nominated for election to the Board of Directors.
MAX D. TAVERNIER, JR. has been a Director of the Company since April
1989, and has served as a Vice President of the Company since October 1995. He
has been employed as the sales manager of the Company's Filter Division since
October 1987.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" ELECTION OF THE NOMINEES
LISTED ABOVE AS DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Company's April 28, 1994 Amended and Restated Bylaws, as amended
(the "Bylaws"), provide that the Board of Directors is to be comprised of not
less than three nor more than 10 members. The number of Directors may be
increased by Bylaw amendment, by the affirmative vote of a majority of the
persons then serving as Directors, or by the affirmative vote of holders of a
majority of the Company's outstanding voting securities. In August 1995, the
six persons serving as Directors unanimously approved increasing the size of the
Board to the maximum of ten (10) members. All of the present members of the
Board are standing for reelection as Directors.
The Board of Directors has an Executive Committee, a Compensation Committee
and an Audit Committee. The Executive Committee was formed on October 31, 1995
pursuant to authority conferred on the Board under the Bylaws, and the Finance
Committee was disbanded. Except as may be prohibited by law, the Executive
Committee, until terminated or its authority is modified by the Board, may
exercise all powers of the Board in the management of the business of the
Company, except that the Executive Committee does not have the authority to: (a)
make decisions with respect to matters relating to compensation payable to
executives and other employees, to the extent such authority is conferred upon
the Compensation Committee; (b) to cause the Company to declare or pay dividends
or other distributions in cash, securities of the Company or other property; (c)
to approve or propose to shareholders actions requiring shareholder approval;
(d) to fill vacancies on the Board or any of its committees; (e) to amend
4
<PAGE>
or authorize or approve the amendment of the Articles of Incorporation or Bylaws
of the Company; (f) to authorize or approve any transaction involving the merger
or consolidation of the Company with or into another corporation or other entity
or the sale by the Company of all or substantially all of its assets otherwise
than in the ordinary course of business; (g) to authorize or approve the
voluntary dissolution or liquidation of the Company; or (h) to authorize or
approve the sale or other issuance of securities of the Company or to determine
the relative rights, preferences or limitations of holders of a class or series
of securities of the Company, except with the specific authorization of the
Board and within such limits as may be prescribed by the Board. The Executive
Committee is appointed by the Board and is required to be comprised of four
Directors, including the Chairman of the Board, the President (Chief Executive
Officer), the Treasurer (Chief Financial Officer), and a fourth Director who is
not an officer or employee of the Company or any of its subsidiaries. The
present members of the Executive Committee are: J. Melvin Stewart, Chairman of
the Board; J. William Brandner, President; Otto J. Nicols, Vice President,
Treasurer and Assistant Secretary; and Edwin M. Freakley.
The Compensation Committee was formed by the Board of Directors on
October 31, 1995. Except to the extent otherwise prohibited by law,
until terminated or its authority is modified by the Board, the Compensation
Committee may exercise all powers of the Board in the determination of salaries,
wages, fees and all other forms of compensation and benefits payable to
employees, agents or other representatives of the Company and its subsidiaries,
including without limitation: (a) the determination and oversight of
compensation and benefits payable to J. Melvin Stewart and J. William Brandner;
and (b) the administration of the Company's 1988 Stock Option Plan (the "1988
Plan" or "1988 Stock Option Plan"), the Company's 1992 Stock Option and
Appreciation Rights Plan (the "1992 Plan" or "1992 Stock Option Plan"), and the
Company's 1994 Amended and Restated Employee and Consultant Stock Compensation
Plan (the "1994 Plan" or "Stock Compensation Plan"), as amended and as such
plans may be subsequently amended from time to time hereafter, and all other
present and future employee benefit plans made available to employees,
consultants, agents and other representatives of the Company and its
subsidiaries. The Compensation Committee is appointed by the Board and is
required to be comprised of three Directors who are not employees or officers of
the Company or any of its subsidiaries. The present members of the Compensation
Committee are: Thomas N. Grant, Chairman; Ithiel C. Clemmons; and Robert M.
Smither, Jr.
The Audit Committee was formed by the Board of Directors on March 21,
1996. Except to the extent the duties and authority of the Audit Committee are
modified by subsequent resolutions of the Board, the Audit Committee has the
following duties: (a) to satisfy the Board that, to the best knowledge of the
members of the committee, the independent audit of the Company appears to meet
the standards of the public accounting profession, the annual financial reports
of the Company are reliable and present fairly its financial position and
operating results, and that internal controls are reliable and provide adequate
safeguards of the Company's assets and proper recording of its transactions; (b)
to recommend the appointment of the Company's independent auditors; (c) to
report to the Board on such matters as conflicts of interest, insider stock
transactions, the use of Company funds for payment of illegal or unauthorized
political contributions, bribes or other unauthorized or illegal payments, and
any other questionable business practices that come to the attention of the
Audit Committee; (d) to authorize investigations of alleged improprieties,
including retention of outside counsel or other professional consultants, as
needed, in the discharge of the duties of the committee; and (e) to inform the
Board of significant developments in accounting principles affecting the Company
as well as relevant rulings by the Securities and Exchange Commission (the
"Commission") and other regulatory bodies. The Audit Committee is appointed by
the Board and is required to be comprised of four Directors who are not
5
<PAGE>
employees or officers of the Company or any of its subsidiaries. The present
members of the Audit Committee are: Robert M. Smither, Jr., Chairman; Ithiel C.
Clemmons; Edwin M. Freakley; and Thomas N. Grant.
In order for any action to be taken by a committee, it must be
approved by the affirmative vote of not less than a majority of the committee
members. Any action to be taken by a committee may be taken in lieu of a
meeting by unanimous written consent of the members, in the same manner as
legally required if such action were taken by the Board by written consent.
During the 1996 Fiscal Year, the Board of Directors held three meetings. The
Finance Committee (the predecessor to the Executive Committee) met three times,
and the Executive Committee met four times. The Compensation Committee met
once. The Audit Committee, which was formed by the Board on March 21, 1996, did
not meet during the 1996 Fiscal Year. Each incumbent Director attended 75% or
more of the total number of Board meetings and, to the extent he was a member,
the Finance, Executive or Compensation Committee.
The Company's Articles of Incorporation provide that the Company is to
indemnify its executive officers and directors to the fullest extent allowed by
Nevada law. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company, the Company has been
advised that it is the position of the Commission that such indemnification is
against public policy as expressed in the Securities Act and therefore is
unenforceable.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not also employees of the
Company or any of its subsidiaries are paid a fee of $1,000 for each Board
meeting attended and are reimbursed their costs in attending meetings. In
addition, under the terms of the 1992 Stock Option Plan, non-employee Directors
are entitled to receive grants in June of each year in which they serve as
Directors of options to purchase 2,000 shares of Common Stock at an exercise
price equal to the per share fair market value of the Common Stock on the date
of grant. For further information concerning options granted under the 1992
Plan, see "1988 and 1992 stock option plans," below. During the 1996 Fiscal
Year, Directors Stewart, Brandner, Bell, Hoard, Nicols and Tavernier were also
employees of the Company or one or more of its subsidiaries. Employee-Directors
are reimbursed costs incurred by them in attending meetings of the Board and
various committees, but receive no additional compensation for acting as a
Director or as a member of any committee.
6
<PAGE>
SECURITIES OWNED BY PRINCIPAL SHAREHOLDERS
AND MANAGEMENT
The following table sets forth, as of September 13, 1996, certain
information with respect to the stock ownership of: (a) all persons known by the
Company to be beneficial owners of five percent (5%) or more of the outstanding
Common Stock; (b) each nominee for election as a Director; (c) certain executive
officers; and (d) all Directors and executive officers as a group (10 persons).
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED/1/ CLASS/1/
- ------------------- --------------------- -----------
<S> <C> <C>
Gary D. Bell 215,250/2/ 6.3%
365 Oak Place
Port Orange, Florida 32127
J. William Brandner 276,150/3/ 8.0%
2180 West S.R. 434, Suite 6136
Longwood, Florida 32779
Ithiel C. Clemmons 2,100/4/ 0.1%
190-08 104th Avenue
Hollis, NY 11412
Richard W. Coffman 200,038/3,5,8/ 6.1%
1145 West 275 North
Angola, Indiana 46703
Roy E. Coffman 166,313/5/ 5.2%
13401 Jackson Drive
Tekonsha, Michigan 49092
Floyd K. Coffman 161,866/5/ 5.0%
304 Idaho Street
Laredo, Texas 78041
Edwin M. Freakley 0/6/ 0.0%
1450 South Dixie Highway
Boca Raton, FL 33432
Thomas N. Grant 4,200/7/ 0.1%
2006 Aloma Avenue
Winter Park, FL 32790
Philip Howe Hoard 213,849/3,8/ 6.4%
700 Glades Court
Port Orange, Florida 32127
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
Otto J. Nicols 126,000/3/ 3.8%
2180 West S.R. 434, Suite 6136
Longwood, Florida 32779
Robert M. Smither, Jr. 0/6/ 0.0%
1450 South Dixie Highway
Boca Raton, FL 33432
J. Melvin Stewart 545,919/3,8,9/ 15.9%
2201 Cantu Court, Suite 217 & 218
Sarasota, Florida 34232
Max D. Tavernier 125,468/3/ 3.8%
2180 West S.R. 434, Suite 6136
Longwood, Florida 32779
Worrell Enterprises, Inc. 496,387/10/ 14.6%
1450 South Dixie Highway
Boca Raton, Florida 33432
All Executive Officers and Directors 1,508,936/2,10,11/ 36.2%
as a Group (10 persons)
</TABLE>
_____________________________
/1/Based on information available to the Company, unless otherwise indicated
such shares are owned of record by the named beneficial owner or the named
beneficial owner and spouse, and represent sole voting and dispositive or
investment power, and does not reflect fractional shares. Such person's
percentage ownership has been calculated assuming that all warrants or options
held by such person and that are exercisable within 60 days from September
13, 1996 have been exercised, but that no other outstanding warrants or
options have been exercised. Also, the shares issuable upon exercise of
options under the 1988 Plan, the 1992 Plan and the 1994 Plan described in the
following notes, and the respective exercise prices of such options, have been
adjusted in accordance with the terms of such plans as the result of the five
percent stock dividend paid on August 7, 1996 to holders of record of Common
Stock on July 26, 1996 (the "Stock Dividend").
/2/Includes the following options under the Stock Compensation Plan: (a)
options for 131,250 shares exercisable at any time through September 6, 2000
at the exercise price of $.71 per share; and (b) options for 52,500 shares of
common stock exercisable through September 6, 2001 at the exercise price of
$1.50 per share. Mr. Bell also received 25,000 newly issued shares of Common
Stock from the Company on September 7, 1995 under the DBI Acquisition
Agreement.
/3/(a) Includes the following five-year options granted September 6, 1994
under the Stock Compensation Plan: J. William Brandner 102,900; Richard W.
Coffman 65,100; Philip Howe Hoard 58,800; Otto J. Nicols 42,000; J. Melvin
Stewart 86,100; and Max D. Tavernier 34,650. Such options are exercisable at
any time prior to September 6, 1999 at the price of $.84 per share. (b) Also
includes the following five-year options granted July 17, 1995 under the 1988
Stock Option Plan at the exercise price of $.66 per share: J. William Brandner
68,853; Philip Howe Hoard 34,426; Otto J. Nicols 43,033; and Max D. Tavernier
28,688. (c) On August 29, 1995 the Finance Committee approved the following
option grants
8
<PAGE>
under the Stock Compensation Plan effective September 1, 1995, which are
exercisable at any time within five years following the grant date at the
price of $.60 per share: J. William Brandner 57,147; Philip Howe Hoard 28,574;
Otto J. Nicols 35,717; J. Melvin Stewart 115,500; and Max D. Tavernier 23,812.
The shares of Common Stock issuable upon exercise of the foregoing options
have been registered under the Securities Act. See "STOCK COMPENSATION PLAN"
and "1988 AND 1992 STOCK OPTION PLANS" below.
/4/Includes 10-year options granted June 17, 1996 under the 1992 Plan for
2,100 shares at the exercise price of $1.01 per share to Bishop Clemmons as a
non-employee Director. Bishop Clemmons' ownership of such options was
reported in a Form 4 statement filed with the Commission on August 7, 1996.
/5/Includes: (a) with respect to Richard W. Coffman, 110,840.67 shares owned
directly, options to purchase 71,400 shares (including the options described
in Notes 3 and 8), and 17,797.33 shares owned of record by Coffman, Inc., a
corporation owned by Richard W. Coffman and his brothers, Roy E. Coffman and
Floyd K. Coffman; (b) with respect to Roy E. Coffman, 148,516.33 shares owned
directly and 17,793.33 shares owned by Coffman, Inc.; and (c) with respect to
Floyd K. Coffman, 144,069.33 shares owned directly and 17,793.33 shares owned
by Coffman, Inc. Each of Messrs. Richard, Roy and Floyd Coffman owns 33 1/3%
of the outstanding capital stock of Coffman, Inc. Because of this common
ownership, beneficial ownership of the 17,793.33 shares of Common Stock owned
of record by Coffman, Inc. may be attributed to each of such persons. Mr.
Richard W. Coffman disclaims beneficial ownership of the shares owned directly
by his brothers. The terms of an agreement entered into in September 1995
between the Company and Richard Coffman provide that for a period of three
years (i) he will be present or represented by proxy at all meetings of
shareholders at which Directors are to be elected so that the shares of Common
Stock owned by him will be counted for purposes of determining the presence of
a quorum, and (ii) he will not vote any shares of Common Stock beneficially
owned by him in favor of the election to the Board of any nominee not proposed
by the Board or management of the Company; however, he is not required to vote
any such shares in favor of any nominee for election to the Board and he is
entitled to abstain from voting for any or all management nominees for
election as Directors.
/6/Does not include 496,387 shares beneficially owned by Worrell. Mr.
Freakley and Mr. Smither are employees and executive officers of Worrell.
/7/Includes: (a) 2,100 shares owned through an independent retirement account
for the benefit of Mr. Grant; and (b) 10-year options granted June 17, 1996
under the 1992 Plan to purchase 2,100 shares at $1.01 per share. Mr. Grant's
ownership of such options was reported in a Form 4 statement filed with the
Commission on August 7, 1996.
/8/Includes: (a) with respect to Richard W. Coffman, options under the 1992
Plan to purchase up to 3,150 shares prior to November 4, 1997 at the exercise
price of $.48 per share, and to purchase up to 3,150 shares prior to November
4, 1998 at the exercise price for $2.14 per share; (b) with respect to Mr.
Hoard, options under the 1992 Plan to purchase up to 2,100 shares prior to
November 4, 1997 at the exercise price of $.48 per share, to purchase up to
2,100 shares prior to November 4, 1998 at the exercise price of $2.14 per
share, and to purchase up to 2,100 shares prior to January 13, 2000 at the
exercise price of $.48 per share; and (c) with respect to Mr. Stewart, options
under the 1992 Plan to purchase up to 3,150 shares prior to August 24, 1999 at
the exercise price of $1.06 per share and to purchase up to 3,150 shares prior
to January 13, 2000 at the exercise price of $.48 per share. See "EMPLOYMENT
AGREEMENTS." The exercise prices of such options are equal to the fair market
value of the Common Stock on the respective grant dates.
/9/Includes 316,923 shares issued to J. Melvin Stewart in consideration of the
acquisition by the Company, through merger, of Stewart Eleemosynary Marketing
Corporation and its operating subsidiaries, Stewart Corporation and Stewart
Industries. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."
9
<PAGE>
/10/Includes: (a) 250,000 shares issued to Worrell in consideration of the
Company's acquisition of Don Bell Industries; (b) 157,500 shares issuable upon
exercise (at the conversion price of $4.762 per share) of conversion rights
under the Company's 8% Convertible Note Due September 7, 2000 issued to
Worrell as further consideration in the acquisition; (c) 68,750 shares issued
to Worrell upon exercise, at the price of $.75 per warrant, of a like number
of Series SD Common Stock Purchase Warrants of the Company; and (d) 4,200
shares issuable upon exercise of options granted to Worrell under the 1992
Stock Option Plan, at the exercise price of $1.01 per share. Worrell's
ownership of the securities described in (a), (b), and (c) above were reported
in a Form 3 statement, and its ownership of the securities described in (d)
above were reported in a Form 4 statement, filed with the Commission on August
7, 1996. Worrell will be represented on the Board of Directors by Messrs.
Freakley and Smither, if elected, who individually do not beneficially own
any shares of Common Stock.
/11/Does not include the following shares allocated to the following persons'
accounts under the Company's 401(k) plan as of the last quarterly allocation
reported by the plan administrator: Gary D. Bell 1,077; J. William Brandner
3,503; Philip Howe Hoard 2,021; Otto J. Nicols 1,495; and J. Melvin Stewart
3,122.
As of September 13, 1996, the Company did not know of any arrangements,
including any pledge by any person of securities of the Company, the operation
of which may at a subsequent date result in a change in control of the Company,
except for the possible issuance by the Company of additional shares of Common
Stock to Mr. Bell and Worrell under the DBI Acquisition Agreement. See "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS - ACQUISITION OF DON BELL INDUSTRIES."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
BANK OF WINTER PARK LOAN AGREEMENT
On December 27, 1995, the Company replaced its $350,000 line of credit with
a new $500,000 revolving line of credit, refinanced the majority of the debt
acquired in the Don Bell acquisition with a $840,000 mortgage loan and a
$250,000 term loan, and on February 28, 1996 entered into a $146,250 bridge loan
on its new Glades Court facility for the filter division (which was repaid in
July 1996), all from Bank of Winter Park, of which Thomas N. Grant, a Director,
is employed as Senior Vice President and Senior Lending Officer. Under the
terms of its Loan Agreement with the Company, Bank of Winter Park has the right
to accelerate the maturity of all outstanding obligations in the event of a
change in the person serving as President and Chief Executive Officer of the
Company, i.e., Mr. J. William Brandner.
ACQUISITION OF DON BELL INDUSTRIES
In September 1995, the Company purchased all of the outstanding capital
stock of Don Bell Industries, a commercial sign manufacturer located in Port
Orange, Florida, from Worrell and Mr. Gary D. Bell, and certain indebtedness of
Don Bell Industries to Worrell. Worrell received from the Company $300,000 in
cash, 250,000 newly issued shares of Common Stock, and the Company's 8%
Convertible Note due September 7, 2000 in the principal amount of $750,000 (the
"Worrell Note"). In exchange for his minority interest in Don Bell Industries,
Mr. Bell received $60,000 in cash and 25,000 newly issued shares of Common
Stock. In addition, if during the period between the September 7, 1995 closing
date and December 31, 1996 (the "Measuring Period") the La-Man Trading Price (as
defined) does not exceed $4.00 per share (the "Target Price") for any period of
twenty (20) consecutive days, then as soon as practicable following the end of
the Measuring Period, but in any event not later than January 31, 1997, the
Company will pay to Worrell and Mr. Bell, as additional consideration, the
amount (if any)
10
<PAGE>
by which the Target Price exceeds the highest average La-Man Trading Price
measured over any period of 20 consecutive days during the Measuring Period,
multiplied by the number of shares of Common Stock issued at the closing and
that are still owned by Worrell and Bell, respectively, at the expiration of the
Measuring Period.
The Company has the right to pay any or all of such additional
consideration in the form of cash, promissory notes or additional shares of
Common Stock. In the event the Company elects to pay any such additional
consideration in the form of a promissory note, the note is to be unsecured,
bear interest at 8% annually and provide for amortization of principal in 12
equal quarterly installments. In the event the Company elects to pay any such
additional consideration in Common Stock, the number of shares to be issued will
be determined by dividing the amount of such additional consideration by the
average La-Man Trading Price for the last 31 calendar days of the Measuring
Period.
Each of Worrell and Mr. Bell was also granted certain registration rights
with respect to the 250,000 shares issued to Worrell and the 25,000 shares
issued to Mr. Bell at the closing of the acquisition. These shares were
registered for resale under a Registration Statement on Form S-3 (Registration
No. 33-98964) which became effective under the Securities Act on December 1,
1995. Included in the same registration statement were 233,750 Series SD Common
Stock Purchase Warrants of the Company and the 233,750 shares of Common Stock
issuable upon exercise of the SD Warrants. On February 28, 1996, Worrell
purchased 68,750 of the warrants in privately negotiated transactions at the
cash price of $.25 per warrant, and on February 28, 1996 exercised all such SD
Warrants at the stated price of $.75 per share. See Note 11 to "securities
owned by principal shareholders and management."
The DBI Acquisition Agreement also provides that for a period of two years
following the September 7, 1995 closing date, the Company will use its
reasonable best efforts to cause to be nominated and elected to the Board two
designees of Worrell and Mr. Bell or his designee. However, the Company is not
required to attempt to cause the nomination and election of any person who, in
the reasonable discretion of the Board, does not have the requisite experience
and other business or legal qualifications to serve on the Board.
Under the terms of the Worrell Note, the Company is required to pay Worrell
interest, in arrears, on the outstanding principal at the rate of 8% annually,
on each March 15 and September 15 until the September 7, 2000 maturity date.
Principal is required to be paid in annual installments of $250,000.00 on each
of September 7, 1998, September 7, 1999 and September 7, 2000. The Company has
the right to prepay the Worrell Note at any time at the following redemption
prices (expressed in percentages of principal amount) plus accrued but unpaid
interest to the date of redemption:
<TABLE>
<CAPTION>
Months After Date Redemption
of Issuance of Worrell Note Price
--------------------------- --------------
<S> <C>
0 - 12 105.00
13 - 24 103.75
25 - 36 102.50
37 - 48 101.25
49 - 60 100.00
</TABLE>
11
<PAGE>
Worrell may not assign or otherwise transfer the note in whole or in part
without the prior written approval of the Company, which approval may not be
unreasonably withheld. The note is also convertible in whole or in part into as
many unregistered shares of Common Stock as the principal amount of the note so
converted is a multiple of the applicable conversion price (presently $4.762 per
share as adjusted for the Stock Dividend), in the manner and on the other terms
specified in the note. Shares issuable upon exercise of conversion rights are
subject to certain restrictions on transfer, and Worrell does not have
registration rights with respect to such shares.
The Worrell Note also provides that in the event there occurs a "Change of
Control" (defined as occurring when, within a period of 12 consecutive months
other than as the result of proxies solicited by, or votes cast by, management
of the Company, (i) there is a change in 35% of the persons who, as of September
7, 1995, constituted the Board other than as the result of resignations or (ii)
there is an increase of 25% or more in the number of members of the Board), the
holder may declare all principal and accrued but unpaid interest immediately due
and payable, which obligations accrue interest at 10% per annum from the date of
acceleration until paid.
Following the acquisition, Don Bell Industries and Mr. Bell entered into a
new employment agreement (the "Bell Employment Agreement") to replace the
employment agreement in effect prior to the acquisition. The new agreement
provides that Mr. Bell will be employed for a term ending April 14, 1998,
subject to the right of Don Bell Industries to terminate Mr. Bell's employment
other than for cause upon the payment of certain severance compensation as
specified in the agreement. Mr. Bell is to receive an annual base salary in the
amount of $150,000, plus certain incentive compensation tied to the financial
performance of Don Bell Industries and the Company. The new agreement also
contains certain noncompetition and nondisclosure covenants of Mr. Bell. As
part of the new agreement, on September 7, 1995 the Company also entered into an
employee stock option agreement with Mr. Bell, pursuant to which he was granted
options for the purchase of 175,000 shares of Common Stock (183,750 shares as
adjusted for the Stock Dividend) under the Stock Compensation Plan. See Note 2
to "SECURITIES OWNED BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT."
ACQUISITION OF STEWART ELEEMOSYNARY MARKETING CORPORATION
On January 13, 1994, the Company completed an underwritten registered
public offering of its securities comprised of 310,000 units ("Unit/Units"),
each Unit consisting of two shares of Common Stock and two redeemable Common
Stock purchase warrants, at the price of $6.50 per Unit. Each of such warrants
entitles the holder, subject to certain stated conditions, to purchase one share
of Common Stock from the Company at the exercise price of $5.00 per share
(adjusted to $4.762 for the Stock Dividend) until January 6, 1997. The offering
yielded to the Company proceeds of $1,753,150 net of underwriting discounts and
commissions.
Simultaneously and in connection with the closing of the offering, the
Company acquired Stewart Eleemosynary Marketing Corporation ("SEMC") through the
merger of SEMC with and into Nevada SEMCO, Inc. ("SEMCO") and SEMCO, as the
surviving corporation, became the direct sole shareholder of Stewart Corporation
and the indirect sole shareholder of Stewart Industries.
12
<PAGE>
Under the terms of the merger agreement among the parties:
(a) The Company issued to J. Melvin Stewart 316,923 shares of Common
Stock, representing consideration of $1,030,000 calculated at the public
offering price of $3.25 per share, the cost of which was discounted by the
Company to $824,000 for financial statement purposes to reflect restrictions
upon transfer of such shares (the Company also granted Mr. Stewart a one-time
"demand" registration right with respect to such shares at any time during the
four-year period beginning 13 months after the closing of the offering and of
the merger);
(b) The Company paid (or caused to be paid through SEMCO) to Mr.
Stewart the aggregate cash sum of $214,312;
(c) The Company loaned (through SEMCO) to Stewart Corporation, out of
the net proceeds of the offering, the sum of $450,000 for working capital; and
(d) The Board appointed Mr. Stewart as a Director of the Company and
caused the employment agreement between Stewart Corporation and Mr. Stewart to
become effective (See "EMPLOYMENT AGREEMENTS--J. Melvin Stewart").
The merger agreement also required Stewart Corporation to set aside
$299,997 from the proceeds of the $450,000 working capital loan, as a reserve to
fund payment of certain pre-merger indebtedness of Stewart Corporation to Mr.
Stewart which was due January 1995, bore interest at 10% annually, and was
repaid prior to maturity.
EXECUTIVE OFFICERS
The following table lists the Company's executive officers as of the date
of this Proxy Statement and includes certain other information concerning them.
<TABLE>
<CAPTION>
NAME AGE POSITIONS WITH COMPANY
- ------------------- --- ----------------------
<S> <C> <C>
J. Melvin Stewart 77 Chairman of the Board
J. William Brandner 59 President and Chief Executive Officer
Philip Howe Hoard 62 Vice President and Secretary
Otto J. Nicols 58 Vice President, Treasurer (Chief
Financial Officer and Chief Accounting
Officer) and Assistant Secretary
</TABLE>
Executive officers hold office at the pleasure of the Board. For
other information concerning the Company's executive officers, including the
years in which they first became executive officers, reference should be made to
"BUSINESS EXPERIENCE OF NOMINEES" above.
13
<PAGE>
COMPENSATION OF CERTAIN EXECUTIVE OFFICERS
The following table sets forth certain information regarding
compensation paid or accrued by the Company to or for the account of J. William
Brandner, the Company's President and Chief Executive Officer, J. Melvin
Stewart, Chairman of the Board, and Richard W. Coffman, a former executive
officer (the only executive officers of the Company whose salary and bonus for
the 1996 Fiscal Year exceeded $100,000), for the Company's fiscal years ended
June 30, 1996, 1995 and 1994. The number of shares issuable upon exercise of
options reflected in such table and in the following footnotes have not been
adjusted for the Stock Dividend.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
YEAR ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------- ----------------------------------- ALL
SALARY BONUS OTHER AWARDS PAYOUT OTHER
NAME AND ($) ($) ANNUAL ---------- ------- COM-
PRINCIPAL POSITION COM- RESTRICTED OPTIONS LTIP PENSA-
PENSA- STOCK /SARS PAY- TION
TION AWARDS(S) (#) OUTS ($)
($) ($) ($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.WILLIAM 1996 171,686 -0- -0- -0- 120,000/3/ -0- -0-
BRANDNER
PRESIDENT AND 1995 150,000 -0- -0- -0- 98,000/4/ -0- -0-
CHIEF
EXECUTIVE OFFICER 1994 24,230 -0- 11,687/2/ -0- -0- -0- 4,500/5/
J. MELVIN STEWART 1996 167,088 -0- -0- -0- 110,000/3/ -0- -0-
CHAIRMAN OF THE
BOARD/6/ 1995 130,000 -0- -0- -0- 88,000/4/ -0- -0-
1994 62,500 -0- -0- -0- -0- -0- -0-
RICHARD W. 1996 104,065 -0- -0- -0- -0- -0- -0-
COFFMAN
CHAIRMAN OF THE 1995 106,023 -0- 11,675/2/ -0- 62,000/4/ -0- -0-
BOARD AND CHIEF
OPERATING OFFICER/7/ 1994 107,775 32,750 -0- -0- 3,000/4/ -0- -0-
</TABLE>
_____________________________
/1/Excludes (a) benefits generally available to all employees on a
nondiscriminatory basis and (b), except as described in Note (3) below, the
following (which did not exceed 10% of the total annual salary and bonus
earned by the named individuals for the 1996 Fiscal Year): (i) automobile
maintenance expenses paid to or on behalf of the named individual by the
Company; and (ii) the cost to the Company of personal use by the named
individuals of automobiles owned or leased by the Company.
/2/Represents relocation benefits (reimbursement of moving expenses, payment
or reimbursement of temporary lodging, etc.) provided to Mr. Brandner and Mr.
Coffman under their employment agreements.
14
<PAGE>
/3/Represents: (a) with respect to Mr. Brandner, 65,574 options granted under
the 1988 Stock Option Plan on July 17, 1995 and 54,426 options granted under
the Stock Compensation Plan on September 1, 1995; and (b) with respect to Mr.
Stewart, 110,000 options granted under the Stock Compensation Plan on
September 1, 1995. Such options are exercisable at any time within five years
following their respective grant dates at prices (prior to the adjustment for
the Stock Dividend) equal to the per share fair market value of the Common
Stock on the respective grant dates.
/4/Represents: (a) with respect to Mr. Brandner, 98,000 options granted under
the Stock Compensation Plan on September 6, 1994; (b) with respect to Mr.
Stewart, 3,000 options granted under the 1992 Plan for each of the calendar
years 1994 and 1995 pursuant to Mr. Stewart's employment agreement, and 82,000
options granted under the Stock Compensation Plan on September 6, 1994; and
(c) with respect to Mr. Coffman, 3,000 options granted under the 1992 Plan for
each of the calendar years 1992 and 1993 pursuant to Mr. Coffman's employment
agreement, and 62,000 shares granted under the 1994 Plan to Mr. Coffman on
September 6, 1994. All of such options are exercisable during the period five
years following the respective grant dates at prices (prior to the adjustment
for the Stock Dividend) equal to the per share fair market value of the Common
Stock on the respective dates of grant.
/5/Represents fees paid to Mr. Brandner in March and April of 1994 for
consulting services provided to the Company prior to commencement of his
employment with the Company.
/6/Mr. Stewart was elected to replace Richard W. Coffman as Chairman of the
Board on September 29, 1994. At all times during the 1996 Fiscal Year, Mr.
Stewart served as President and Chief Executive Officer of the Company's
subsidiaries SEMCO, Stewart Corporation and Stewart Industries.
/7/Mr. Coffman served as President and Chief Executive Officer until April
1994 and as Chairman of the Board and Chief Operating Officer until September
29, 1994. Mr. Coffman subsequently elected under his employment agreement
with the Company to convert to semi-retired status effective November 23,
1994. Under the terms of Mr. Coffman's employment agreement, compensation
payable subsequent to such conversion date is based on a percentage of his
$135,000 base salary.
In August 1995, the Company adopted the La-Man Corporation Senior
Management Incentive Plan for executive officers. See "senior management
incentive plan" below. During the 1996 Fiscal Year, the Company did not have in
effect any incentive compensation plans for executive officers, other than: the
1988 Stock Option Plan; the 1992 Stock Option Plan; the Stock Compensation Plan
(which provide for grants of options and, in the case of the Stock Compensation
Plan, direct awards of Common Stock to employees and consultants); and the
Senior Management Incentive Plan (described below).
15
<PAGE>
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth certain information regarding options to
purchase shares of Common Stock granted to the named executive officers during
the 1996 Fiscal Year. The Company did not grant stock appreciation rights
("SARs") during the 1996 Fiscal Year to any executive officer. The number of
shares issuable upon exercise of the options and the respective exercise prices
do not reflect adjustments occurring after the end of the 1996 Fiscal Year as
the result of the Stock Dividend.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
Number of Percent of Value of
Securities Total unexercised
Name underlying Options/SARs Exercise or Expiration in-the-money
option/SARs Granted to Base Price Date options at
Granted (#)/1/ Employees in ($/Sh) fiscal year
Fiscal Year end/2/
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. William Brandner 65,574/3/ 15.8% $.69 July 2000 $38,771
54,426/4/ 13.1% $.63 Sept. 2000 $35,445
J. Melvin Stewart 110,000/4/ 26.5% $.63 Sept. 2000 $71,638
</TABLE>
_____________________________
/1/All options are exercisable at any time within five years following the
respective dates of grant at exercise prices (prior to adjustment for the
Stock Dividend) equal to the fair market value of the Common Stock on the
respective grant dates.
/2/Represents number of shares issuable upon exercise of options multiplied by
per share fair market value of the Common Stock at June 30, 1996 less the
exercise price of the options as of June 30, 1996.
/3/Represents shares issuable upon exercise of options granted under the 1988
Stock Option Plan on July 17, 1995.
/4/Represents shares issuable upon exercise of options granted under the Stock
Compensation Plan on September 1, 1995.
EMPLOYMENT AGREEMENTS
Each of the Company's employment agreements with its executive officers
contains confidentiality and noncompetition provisions effective during the term
of the agreement and for a period following termination of employment. Certain
of the employment agreements also provide for indemnification of the executive
to the maximum extent permitted by Nevada law or the Bylaws, whichever is
greater, and for the payment by the Company of any expense of the executive
incurred in enforcement proceedings with respect to his employment agreement if
he is successful.
16
<PAGE>
J.WILLIAM BRANDNER. The Company is party to an employment agreement
dated April 28, 1994, as amended August 31, 1995, with Mr. J. William Brandner,
under which Mr. Brandner serves as President and Chief Executive Officer of the
Company for a three-year term that commenced April 28, 1994 and which is
extended automatically for additional one-year periods thereafter unless the
Company or Mr. Brandner provides written notice to the contrary not less than
six months prior to the expiration of the initial three-year term or any
extension thereof. Mr. Brandner is to receive an annual base salary of not less
than $150,000 per year. Mr. Brandner currently receives $175,000 per year base
salary.
Mr. Brandner's agreement also provides for the payment by the Company to
Mr. Brandner of certain amounts as severance in the event the Company elects to
terminate the Employment Agreement without cause. In the event that either the
Board of Directors or the Chairman of the Board delivers written notice of
termination without "cause" (as defined in the employment agreement) to Mr.
Brandner, then his employment agreement will be terminated effective not less
than 60 days from the date of such notice and after termination the Company will
be required to pay Mr. Brandner an amount equal to the percentage of his "Base
Salary" (defined as total annual cash salary excluding bonuses) as follows:
(a) In the event such notice is delivered during the seventh through
24th month of the employment term, an amount equal to 133% of Mr. Brandner's
Base Salary then in effect;
(b) In the event such notice is delivered during the third 12-month
period of the employment term, an amount equal to 166 2/3% of Mr. Brandner's
Base Salary then in effect;
(c) In the event such notice is delivered on or at any time after the
third 12-month period of the employment term (as the same may be extended or
renewed from time to time), an amount equal to 200% of Mr. Brandner's Base
Salary then in effect.
Any such severance payments, less required withholdings, are to be made in equal
installments corresponding to what would have been Mr. Brandner's regular pay
dates and amounts.
Simultaneously with the execution and delivery of Mr. Brandner's
agreement, the Board of Directors of the Company appointed Mr. Brandner to serve
as a Director, and also elected Mr. Brandner to serve as President and Chief
Executive Officer of the Company. Simultaneously with this action, Mr. Richard
W. Coffman, formerly the President and Chief Executive Officer of the Company,
was elected to serve as Chairman of the Board of Directors and Chief Operating
Officer of the Company.
J. MELVIN STEWART. Stewart Corporation, an indirect wholly-owned
subsidiary of the Company, is party to an employment agreement effective August
1993 with Mr. Stewart, under which he is to serve as President of each of, and
to devote substantially all of his time to the business and affairs of, Stewart
Corporation and Stewart Industries. Mr. Stewart receives a base salary of
$170,000 per year over the balance of a five-year term that commenced in January
1994 and which is subject to automatic renewals for successive two-year terms
thereafter unless either party provides written notice to the contrary not less
than 30 days prior to the expiration of the initial or any renewal term.
Mr. Stewart's employment agreement permits the Company to terminate his
status as an officer and convert him to a consultant of the Company for a three-
year period. In such status, Mr. Stewart would be required to work only 750
hours per year and would be entitled to 50 percent of his base salary. The
agreement also allows Mr. Stewart to convert to semi-retired status for a period
of three years and
17
<PAGE>
in such status to work part-time for the Company (1,200 hours per year) for
compensation equal to 75% of his base salary for the first two years and 50% of
his base salary for the remaining year.
PHILIP HOWE HOARD. Effective July 26, 1993, the Company entered into an
employment agreement with Philip Howe Hoard for a five-year term that ends July
26, 1998 and is renewable for two-year periods unless terminated by the
executive or the Company. Mr. Hoard is employed at a base salary of $95,100 per
year. Mr. Hoard may be awarded additional salary increases and bonuses at the
discretion of the Board of Directors. In addition, Mr. Hoard's employment
agreement provides for death benefits equal to twelve monthly payments of base
salary under the employment agreement and disability benefits equal to the full
compensation payable under the employment agreement for the remainer of its
term.
Mr. Hoard's employment agreement permits the Company to terminate his
status as an officer and convert him to a consultant of the Company for a one-
year period, In such status, Mr. Hoard would be required to work only 750 hours
per year and would be entitled to 50% of his base salary.
OTTO J. NICOLS. On August 31, 1995, the Company entered into an
employment contract with Mr. Nicols for a one-year term which is extended
automatically for additional one-year terms beginning each successive
anniversary of the end of the initial one-year term, unless three months' prior
written termination notice is provided by the Company or the employee. Mr.
Nicols is employed at a base salary of $80,000 per year with additional salary
and bonus awarded at the discretion of the Board of Directors. If the Company
decides to terminate Mr. Nicols' services other than for cause, he will be
entitled to severance of not less than 50% of his base salary in effect on such
termination date.
Mr. Nicols' employment agreement also provides that in the event of a
"Change of Control" (as defined below) the term of Mr. Nicols' agreement will
automatically be renewed for a three-year term commencing as of the date of the
Change of Control. In the event Mr. Nicols' employment is thereafter terminated
other than for cause, the Company will be required to pay Mr. Nicols an amount
in cash equal to the greater of 200% of his base salary then in effect or such
base salary for the remainder of the three-year employment term. The agreement
also provides that Mr. Nicols will have certain "demand" and "piggyback" rights
with respect to the registration under the Securities Act of shares of Common
Stock then owned by him.
Under Mr. Nicols' employment agreement, a "Change of Control" is defined
as having occurred when: (a) any one person, or any persons acting together
which would constitute a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934 (a "Group"), consummates a tender offer, a plan of open-
market purchases or an exchange offer for shares of Common Stock, or consummates
a proxy solicitation, which, in the judgment of a majority of the members of the
Board of Directors of the Company, is reasonably likely to permit such person or
Group to obtain control of a sufficient number of voting securities of the
Company to elect a majority of the members of the Board of Directors of the
Company; or (b) there occurs, within any period of 12 consecutive months other
than as the result of proxies solicited by, or votes cast by, management of the
Company, (i) a change in 35% of the persons who, as of August 31, 1995,
constituted the Board of Directors of the Company other than as the result of
resignations or (ii) an increase of 25% or more in the number of members of the
Board of Directors.
Mr. Nicols' employment agreement also provides that he will participate
in the La-Man Corporation Senior Management Incentive Plan, described below.
18
<PAGE>
AMENDMENTS TO EMPLOYMENT AGREEMENTS OF BRANDNER, HOARD AND STEWART.
Effective August 31, 1995, each of Messrs. Brandner, Hoard and Stewart entered
into amendments to their employment agreements with the Company. The amendments
to the employment agreements of Mr. Stewart and Mr. Hoard eliminated the
provisions for automatic annual increases in their base salary and automatic
annual grants of options under the 1992 Stock Option Plan, and in the case of
Mr. Stewart eliminated certain other provisions entitling Mr. Stewart to
additional option grants based on financial performance of the Company or its
subsidiaries and to receive certain common stock purchase warrants in the event
of certain acquisitions or other transactions involving the Company.
Under the amended employment agreements, each of such executive officers
is to participate in the Senior Management Incentive Plan, described below. The
amendments also provide that in the event of a "Change of Control" (as defined
above), their respective terms of employment will be automatically renewed for
three-year terms, they will be entitled to severance in the event of termination
of their employment other than for cause, and they will have demand and
piggyback registration rights with respect to shares of Common Stock owned by
them, all on terms substantially identical to the terms of Mr. Nicols'
employment agreement.
MAX D. TAVERNIER. Although not an executive officer of the Company, Mr.
Tavernier is a nominee for reelection as a Director. The Company is party to an
employment agreement with Mr. Tavernier dated as of August 31, 1995, under which
Mr. Tavernier serves as Director of Marketing for a term of one year which is
extended automatically for subsequent one-year terms beginning each successive
anniversary of the end of the initial one-year term, unless three months' prior
written termination notice is provided by the Company or Mr. Tavernier. Mr.
Tavernier is employed at a base salary of $60,000 annually and is entitled to
certain annual incentive compensation based on the attainment by the Company's
Filter Division of certain financial performance criteria set forth in the
employment agreement. Mr. Tavernier's employment agreement contains provisions
relating to a "Change of Control" comparable to those contained in Mr. Nicols'
employment agreement and the amended employment agreements of Messrs. Brandner,
Hoard and Stewart described above.
RICHARD W. COFFMAN. Mr. Coffman, a former Director and executive
officer, is party to an employment agreement with the Company dated July 26,
1993, under which he served as an executive officer and employee of the Company
until September 29, 1994. On that date, the Company exercised its rights under
the employment agreement to convert the status of Mr. Coffman from employee to
part-time consultant, and Mr. Coffman was replaced as Chairman of the Board by
J. Melvin Stewart. Mr. Coffman subsequently elected to exercise his rights
under the employment agreement to convert to semi-retired status. As a result,
under the terms of Mr. Coffman's employment agreement, for a three-year period
("Semi-Retirement Period") following the November 23, 1994 date of such
conversion, the Company is required to pay Mr. Coffman 75% of his $135,000 base
salary in the first two years and 50% of such base salary in the third year of
the Semi-Retirement Period. As the result of certain amendments to Mr.
Coffman's employment agreement in September 1995, the Company is no longer
obligated to make annual grants of 3,000 options to Mr. Coffman under the 1992
Stock Option Plan or grant Mr. Coffman certain common stock purchase warrants in
connection with possible future acquisitions or other transactions involving the
Company.
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SENIOR MANAGEMENT INCENTIVE PLAN
In August 1995, the Board of Directors approved the La-Man Corporation
Senior Management Incentive Plan (the "Incentive Plan") for the purpose of (i)
strengthening the commonality of interests between management and shareholders,
(ii) linking effectively executive motivation and compensation with the
Company's performance, (iii) providing incentives and rewards for key
executives, (iv) offering a comprehensive and competitive total compensation
program, and (v) attracting and retaining executives of high caliber and
ability.
The Incentive Plan calls for the establishment annually of an incentive
pool to be distributed if two out of the following three corporate goals are
achieved: (1) consolidated operating income increases a minimum of 15% over the
prior fiscal year; (2) earnings per share ("EPS") increases by a minimum of 15%
over the prior fiscal year (starting at twice 1995 EPS or $.14); and (3) the
quoted closing price per share of the Common Stock at fiscal year-end is 15% or
more than the quoted closing price at the end of the previous fiscal year
(starting with twice the closing price at June 30, 1995, or $1.63). The
criteria for establishing the amount of the incentive pool will be determined by
the Board at the beginning of each year.
Each participant will have specific individual goals based on his direct
responsibility and his contributions to the attainment of the corporate goals.
These objectives will be established at the beginning of each fiscal period by
the Chairman of the Board and the President and will be communicated to the
participants as the basis for making awards. Awards are to be paid one-third in
cash, one-third in newly issued shares of Common Stock and one-third as an
adjustment of base salary.
Each of the employment agreements of Messrs. Brandner, Hoard, Nicols and
Stewart provides that he is to participate in the Incentive Plan, and such
persons are the only executive officers designated as participants in the
Incentive Plan for the current fiscal year.
No awards were payable under the Incentive Plan for the 1996 Fiscal Year.
STOCK COMPENSATION PLAN
Effective February 10, 1994, the Board of Directors adopted the La-Man
Corporation 1994 Employee and Consultant Stock Compensation Plan (the "Original
Plan") providing for the issuance pursuant to grants of awards of up to 575,000
shares of Common Stock as compensation to certain employees, officers,
Directors, consultants and other persons providing bona fide consulting and
other services to the Company. Effective June 29, 1994, the Board of Directors
adopted the La-Man Corporation Amended and Restated 1994 Employee and Consultant
Stock Compensation Plan (the "Amended and Restated Plan"). The Amended and
Restated Plan amended the Original Plan as follows: (a) the maximum number of
shares of common stock issuable (either as direct awards or upon exercise of
option awards) to employees and consultants thereunder was increased from
575,000 shares to 1,200,000; (b) the Finance Committee, as well as the Board of
Directors, was authorized to administer the plan and make determinations with
respect to the granting of awards thereunder; and (c) authority was provided for
the granting of awards in the form of options to purchase shares of common stock
in addition to direct awards of newly issued shares of Common Stock. Effective
August 31, 1995, the Board of Directors approved an amendment to the Amended and
Restated Plan increasing from 1,200,000 to 2,200,000 the total shares of Common
Stock issuable under the plan (either as direct awards or upon
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exercise of option awards) (as so amended, the "1994 Plan" or "Stock
Compensation Plan"). Effective August 7, 1996, the total number of shares
issuable under the Stock Compensation Plan was increased to 2,310,000 as the
result of the Stock Dividend.
Under the terms of the 1994 Plan, the Board of Directors or the Executive
Committee (as successor to the Finance Committee), as the case may be, is
responsible for administration of the plan and the granting of awards
thereunder, as well as the authority and discretion to interpret the plan, to
prescribe, amend and rescind rules and regulations relating to the plan and to
make all other determinations necessary or advisable in administering the plan.
Awards may be granted only to Eligible Participants (defined as any person, firm
or other entity that renders bona fide consulting or other services to the
Company, including without limitation employees of the Company and its
subsidiaries, officers and non-employee Directors of the Company and its
subsidiaries, and independent consultants; provided, however that persons
providing services to the Company or any of its subsidiaries in connection with
the offer or sale of securities in a capital-raising transaction are prohibited
from participating in the plan).
Shares of Common Stock issued directly as stock awards are required to be
measured by "fair market value" on the appropriate date for valuing the stock
award and calculated by the weighted average of the high and low bid prices of
the common stock as reported in The Wall Street Journal, for the 10 trading days
(which need not be consecutive) on which share price information for the Common
Stock is reported in The Wall Street Journal, immediately preceding the eighth
trading day prior to the date of the award, provided that none of the such 10
trading days is more than 45 days prior to the date of the award. "Weighted
average" means weighted by the total volume of shares traded on each of the
applicable 10 trading days. If sufficient per share price quotations are not
available from The Wall Street Journal, then fair market value shall be
reasonably determined by the Board of Directors or the Executive Committee in
its sole discretion.
The terms of options granted as awards under the 1994 Plan, including
without limitation the exercise price and the duration for which such options
are exercisable, and such other terms and conditions as the Board or the
Executive Committee may from time to time prescribe, are solely within the
discretion of the Board or the Executive Committee; provided, however, that the
term of exercise of any options granted as awards under the 1994 Plan may not be
more than five years following the date of grant and the per share exercise
price may not be less than the per share par value of the Company's Common Stock
on the date of grant.
The Board of Directors or the Executive Committee has the authority to
suspend or terminate the 1994 Plan at any time or from time to time, but no such
action shall adversely effect the rights of any person granted an award under
the plan prior to the date of such suspension or termination.
As of September 13, 1996, the following options (as adjusted for the
Stock Dividend) were outstanding under the Stock Compensation Plan: (a) options
for the purchase of up to 768,950 shares granted as awards to the Company's
present six employee-Directors (see Notes 2, 3 and 4 to "securities owned by
principal shareholders and management"); (b) options for the purchase of up to
173,250 shares granted as awards to eight employees none of whom are Directors
or officers of the Company; and (c) options for the purchase of up to 65,100
shares granted as awards to Richard W. Coffman, a former Director and executive
officer.
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Prior to September 13, 1996, 351,367 shares of Common Stock had been
issued as direct awards or upon exercise of options under the 1994 Plan to
independent consultants in consideration of varying consulting services provided
to the Company.
The 1,200,000 shares of Common Stock issuable under the Stock
Compensation Plan prior to its August 31, 1995 amendment are registered under
the Securities Act, pursuant to the Company's Registration Statement on Form S-8
filed with the Commission April 20, 1994 (Registration No. 33-77924) (575,000
shares) and the Company's Registration Statement on Form S-8 filed with the
Securities Exchange Commission on July 8, 1994 (Registration No. 33-81348)
(625,000 shares). The additional 1,000,000 shares of Common Stock issuable
under the 1994 Plan as the result of the August 31, 1995 amendment thereto were
registered under the Securities Act pursuant to an amendment to the Company's
Form S-8 Registration Statement (Registration No. 33-81348) filed with the
Commission on January 26, 1996. The Company intends to register the additional
110,000 shares issuable under the Stock Compensation Plan as the result of the
Stock Dividend in an amendment to such registration statement.
1988 AND 1992 STOCK OPTION PLANS
The Company's 1988 Stock Option Plan provides for the granting of options
to certain officers and employees of the Company to purchase an aggregate of not
more than 166,666.67 shares of Common Stock. The Plan is designed to qualify as
an "incentive stock option plan" under the Internal Revenue Code (the"Code").
The maximum number of shares issuable under the 1988 Plan was increased
effective August 6, 1996 to 175,001 shares as the result of the Stock Dividend.
The 1992 Stock Option Plan provides for the granting of options to
officers, Directors, employees and consultants to purchase not more than an
aggregate of 575,000 shares of Common Stock. The maximum number of shares
issuable under the 1992 Plan was increased effective August 7, 1996 to 603,750
shares as the result of the Stock Dividend. Because the 1992 Plan did not
receive shareholder approval within 12 months of adoption by the Company's Board
of Directors, all options granted under the 1992 Plan are required to be treated
as non-qualified options.
Pursuant to both the 1988 Plan and the 1992 Plan (collectively, the
"Stock Option Plans"), the Board of Directors or a committee of non-employee
Directors established to administer the plan determines, subject to the
provisions of the respective plan, the persons to whom options are granted, the
number of shares of common stock subject to option, the period during which the
options may be exercised and the terms and conditions of each option. The Stock
Option Plans place restrictions on the grant of options to persons who are, at
the time of the grant, members of any such plan committee and on the grant of
options to employee-Directors. No option may be granted more than 10 years
after the effective date of the respective plan or exercised more than 10 years
after the date of grant (five years if the optionee owns more than 10% of the
voting stock of the Company). Additionally, with respect to incentive (or
"qualified") options under the 1988 Stock Option Plan, the option price may not
be less than 100% of the fair market value of the Common Stock on the date of
the grant (110% if the optionee owns more than 10% of the outstanding voting
stock of the Company). Ordinarily under the 1988 Plan, optionees must remain
continuously in the service of the Company for 18 months before the right to
exercise an incentive option vests; under the 1992 Plan, the Board of Directors
or plan committee determines, in each individual case, whether to apply such
requirements or any similar requirement. Subject to certain limited exceptions,
options may not be exercised unless, at the time of exercise, the optionee is in
the service of the Company. The 1992 Stock Option Plan was amended subsequent
to its
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adoption to provide that no options may be granted thereunder at an exercise
price less than 85% of the fair market value per share of the Common Stock on
the date of grant.
Effective July 17, 1995, the Company granted all 166,667 options
available under the 1988 Plan to the following individuals: J. William Brandner,
65,574; Philip H. Hoard, 32,787; Otto J. Nicols, 40,984; and Max D. Tavernier,
27,322. As required under the terms of the 1988 Plan, the exercise price of
such options when granted was equal to the fair market value of the Common Stock
($.69 per share) on the July 17, 1995 date of grant, and such options expire
five years following such grant date. As the result of the Stock Dividend,
effective August 7, 1996 the maximum number of shares issuable upon exercise of
options granted under the 1988 Plan was increased to 175,001 shares, the
exercise price of the foregoing options was adjusted to $.66 per share and the
number of shares issuable upon exercise of such options was adjusted as follows:
J. William Brandner, 68,853; Philip H. Hoard, 34,426; Otto J. Nicols, 43,033;
Max D. Tavernier, 28,688.
The 1992 Stock Option Plan includes a formula provision under which
options to purchase 2,000 shares of Common Stock each year (adjusted to 2,100
shares for the Stock Dividend) are to be granted to each non-employee Director
and a provision incorporating the option terms of the Company's employment
agreements with Richard W. Coffman, Philip Howe Hoard and J. Melvin Stewart.
This latter provision obligates the Company to grant options to purchase at
least 3,000 shares per year to each of Mr. Coffman and Mr. Stewart, and options
to purchase at least 2,000 shares per year to Mr. Hoard, at an exercise price
equal to the fair market value of the common stock on the date of grant. Under
the terms of the 1992 Plan, the number of shares subject to option in each year
would increase if the Company's annual pre-tax profits (profits before taxes and
extraordinary items under generally accepted accounting principals) for such
year reported in the audited financial statements filed with the Company's
Annual Report on Form 10-K exceed $500,000. As the result of the 1995
amendments to the Company's employment agreements with Messrs. Coffman, Hoard
and Stewart, the Company is no longer obligated to make any annual or other
grants of options under the 1992 Plan to such persons. On June 17, 1996, the
Company granted a total of 8,000 options to or on behalf of each of the four
non-employee Directors, exercisable at $1.0625 per share, the fair market value
of the common stock at the date of grant. Such options expire 10 years
following such grant date. As the result of the Stock Dividend, effective
August 7, 1996 the exercise price of these options was adjusted to $1.01 per
share and the total number of such options was increased from 8,000 to 8,400
options.
As of September 13, 1996, a total of 27,300 options (as adjusted for the
Stock Dividend) had been granted under the 1992 Plan and were outstanding as
follows: (a) 3,150 options to Mr. Coffman for each of 1992 and 1993, 3,150
options to Mr. Stewart for each of 1994 and 1995, and 2,100 options to Mr. Hoard
for each of 1992, 1993 and 1994, all pursuant to the provisions of their
respective employment agreements with the Company prior to the 1995 amendments
to such agreements; and (b) 2,100 options were issued to Messrs. Clemmons and
Grant and 4,200 options to Worrell Enterprises, Inc., as designated by Messrs.
Freakley and Smither, for services as non-employee Directors of the Company
during the 1966 Fiscal Year.
166,667 shares of Common Stock issuable upon exercise of options granted
under the 1988 Plan and 12,000 shares issuable upon exercise of options granted
under the 1992 Plan have been registered for resale under the Securities Act
pursuant to a Registration Statement on Form S-8 (Registration No. 33-81348)
filed by the Company with the Commission on January 26, 1996. The Company
intends to register the shares issuable upon exercise of the options granted to
non-employee Directors for the 1996
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Fiscal Year, and the additional shares issuable under the 1988 Plan as the
result of the Stock Dividend, in an amendment to such registration statement.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected BDO Seidman, LLP ("BDO") as the
Company's independent public accounting firm for the fiscal year ending June 30,
1997. BDO has acted for the Company in such capacity since June 30, 1993. The
Board of Directors proposes that the shareholders ratify such selection at the
Annual Meeting. If the shareholders do not ratify the selection of BDO, the
selection of independent auditors will be reconsidered by the Board of
Directors.
Representatives of BDO are expected to be present at the Annual Meeting
and will be afforded the opportunity to make a statement if they desire and will
be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF BDO SEIDMAN, LLP
OTHER MATTERS
The Board of Directors knows of no other matters to come before the
Annual Meeting. Should any unanticipated business properly come before the
Annual Meeting, the persons named in the enclosed form of proxy will vote in
accordance with their best judgement.
SHAREHOLDER PROPOSALS FOR
1997 ANNUAL MEETING
Shareholders who wish to present proposals for action, or to nominate
Directors, at the 1997 annual meeting of shareholders of the Company (that is,
the next annual meeting following the meeting scheduled for November 19, 1996)
must give written notice thereof to the Secretary of the Company at the address
set forth on the cover page of this Proxy Statement no less than 60 nor more
than 90 days prior to October 3, 1997, unless the 1997 annual meeting is
advanced by more than 30 days or delayed by more than 60 days from November 18,
1997, in which case notice must be delivered not earlier than 90 days prior to
such rescheduled annual meeting and not later than the later of 60 days prior to
such rescheduled annual meeting or the 10th day following the first public
announcement of such 1997 meeting. In order to be eligible for inclusion in the
Company's Proxy Statement and Proxy Card for the next annual meeting pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934 ("Rule 14a-8"), shareholder
proposals must be received by the Secretary of the Company no later than June
30, 1997. Shareholder nominations of Directors are not shareholder proposals
within the meaning of Rule 14a-8 and are not eligible for inclusion in the
Company's Proxy Statement.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following information filed with the Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") is incorporated by
reference herein: the Company's Annual Report on Form 10-KSB for the 1996 Fiscal
Year.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this Proxy Statement and
prior to the date of the Annual Meeting shall be deemed to be incorporated by
reference herein. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement contained
herein shall be deemed to be modified or superseded to the extent that a
statement contained in a subsequently filed document which is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Proxy Statement.
The Company undertakes to provide without charge to any person to whom
this Proxy Statement is delivered upon written or oral request, by first class
mail within one business day of receipt of such request, a copy of any or all of
the documents incorporated herein by reference (other than exhibits to the
information that is incorporated herein by reference, unless such exhibits are
specifically incorporated by reference to the information that this Proxy
Statement incorporates). Such requests should be directed to the Treasurer, La-
Man Corporation, 2180 West State Road 434, Suite 6136, Longwood, Florida 32770
(telephone: 407-865-5995).
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by the use of the mails,
proxies may also be solicited by the Company and its Directors, officers and
management-level employees (who will receive no compensation therefor in
addition to their regular salaries and fees) by telephone, telegram, facsimile
transmission and other electronic communications methods or personal interview.
The Company has retained Morrow & Co. ("Morrow") to assist in the solicitation
of proxies. Pursuant to the Company's agreement with Morrow, Morrow will
provide various proxy solicitation services for the Company at a cost of $3,500,
plus reasonable out-of-pocket expenses and indemnification against certain
liabilities. The Company also will reimburse banks and brokers who hold shares
in their name or custody, or in the name of nominees for others, for their out-
of-pocket expenses incurred in forwarding proxy materials to those persons for
whom they hold such shares. All costs of such solicitation will be borne by the
Company
Your cooperation in giving this matter your immediate attention and in
returning your proxy promptly will be appreciated.
By Order of the Board of Directors,
J. WILLIAM BRANDNER
October 18, 1996 President and Chief Executive Officer
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PROXY
LA-MAN CORPORATION
2180 West State Road 434, Suite 6136, Longwood, Florida 32779
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Phillip H. Hoard and Otto J. Nicols, and each of
them, as proxies each with power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated hereon, all the shares
of common stock of La-Man Corporation held of record by the undersigned on
October 18, 1996 at the Annual Shareholders Meeting to be held on Tuesday,
November 19, 1996 at 10:00 a.m., or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS
The following proposals are being submitted to the Shareholders:
A) Election of ten Directors of the Company:
1. Gary D. Bell 4. Edwin M. Freakley 8. Robert M. Smither, Jr.
2. J. William Brandner 5. Thomas N. Grant 9. J. Melvin Stewart
3. Ithiel C. Clemmons 6. Phillip H. Hoard 10. Max D. Tavernier
7. Otto J. Nicols
B) Ratification of appointment of BDO Seidman LLP as independent auditors.
VOTE AND SIGN ON THE REVERSE SIDE
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1 AND 2.
To vote your shares for all Director nominees, mark the "for" box. To withhold
voting for all nominees, mark the "withhold" box. If you do not wish your
shares voted "for" a particular nominee follow the instructions below:
VOTE ON PROPOSALS: -----------------------------
To withhold authority to vote
1. Directors For Withhold All for any individual nominee
write number(s) of nominee
2. Ratification of For Against Abstain from reverse side.
appointment of
BDO Seidman, LLP Please date this proxy and
as independent sign exactly as your name(s)
auditors appear hereon:
X
Mailing Label ---------------------------
---------- ---------- Date: , 1996
---------------------------
PLEASE RETURN THIS PROXY AS
PROMPTLY AS POSSIBLE IN THE
POSTPAID ENVELOPE PROVIDED.
