SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Telebyte, Inc.
- --------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit 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):
<PAGE>
(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>
TELEBYTE, INC.
270 Pulaski Road
Greenlawn, New York 11740
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 2000
To the Stockholders of Telebyte, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Telebyte, Inc., a Delaware corporation (the "Company"), will be
held at the Company's executive offices at 270 Pulaski Road, Greenlawn, New York
11740 on July 21, 2000 at 10:00 a.m., local time, for the following purposes:
(1) To elect a Board of four directors.
(2) To ratify the appointment of Grant Thornton, LLP as the
Company's independent auditors for the fiscal year ending
December 31, 2000.
(3) To transact such other business as may properly come before
the Meeting.
Only stockholders of record at the close of business on June 20, 2000
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Directors
Kenneth S. Schneider
Chairman
Greenlawn, New York
June 22, 2000
================================================================================
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS OF TELEBYTE, INC., AND RETURN IT IN THE PRE-ADDRESSED ENVELOPE
PROVIDED FOR THAT PURPOSE. A STOCKHOLDER MAY REVOKE HIS PROXY AT ANY TIME BEFORE
THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED
PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
================================================================================
<PAGE>
TELEBYTE, INC.
270 Pulaski Road
Greenlawn, New York 11740
PROXY STATEMENT
SOLICITING, VOTING AND REVOCABILITY OF PROXY
This Proxy Statement is being mailed to all stockholders of record of
Telebyte, Inc. (the "Company") at the close of business on June 20, 2000 in
connection with the solicitation by the Board of Directors of Proxies to be
voted at the Annual Meeting of Stockholders (the "Meeting") to be held at the
Company's executive offices at 270 Pulaski Road, Greenlawn, New York 11740 on
July 21, 2000 at 10:00 a.m., local time, or any adjournment thereof. The Proxy
and this Proxy Statement were mailed to stockholders on or about June 22, 2000.
All shares represented by Proxies duly executed and received will be
voted on the matters presented at the Meeting in accordance with the
instructions specified in such Proxies. Proxies so received without specified
instructions will be voted (1) FOR the nominees named in the Proxy to the
Company's Board of Directors (2) FOR the ratification of the appointment of
Grant Thornton, LLP as the Company's independent auditors for the fiscal year
ending December 31, 2000. The Board does not know of any other matters that may
be brought before the Meeting nor does it foresee or have reason to believe that
Proxy holders will have to vote for substitute or alternate nominees to the
Board. In the event that any other matter should come before the Meeting or any
nominee is not available for election, the persons named in the enclosed Proxy
will have discretionary authority to vote all Proxies not marked to the contrary
with respect to such matters in accordance with their best judgment.
The total number of shares of Common Stock of the Company ("Common
Shares") outstanding and entitled to vote as of June 20, 2000 was 1,253,631. The
Common Shares are the only class of securities of the Company entitled to vote
on matters presented to the stockholders of the Company, each share being
entitled to one non cumulative vote. A majority of the Common Shares outstanding
and entitled to vote as of June 20, 2000, or 626,816 Common Shares, must be
present at the Meeting in person or by proxy in order to constitute a quorum for
the transaction of business. Only stockholders of record as of the close of
business on June 20, 2000 will be entitled to vote.
With regard to the election of directors, votes may be cast in favor or
withheld. Directors shall be elected by a plurality of the votes cast. Votes
withheld in connection with the election of one or more of the nominees for
director will not be counted as votes cast for such individuals.
Stockholders may expressly abstain from voting on Proposal 2 by so
indicating on the Proxy. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. However, neither abstentions nor broker non-votes will be counted
for the purpose of determining whether a particular proposal has been approved.
Since Proposal 2 requires the affirmative vote of a majority of the votes cast
for or against the proposal at the Meeting (assuming a quorum is present at the
Meeting), abstentions and broker non-votes will have no effect. Under Delaware
law, stockholders are not entitled to dissenter's rights of appraisal with
respect to Proposals 1 or 2.
Any person giving a Proxy in the form accompanying this Proxy Statement
has the power to revoke it at any time before its exercise. The Proxy may be
revoked by filing with the Company written notice of revocation or a fully
executed Proxy bearing a later date. The Proxy may also be revoked by
affirmatively electing to vote in person while in attendance at the Meeting.
However, a stockholder who attends the Meeting need not revoke a Proxy given and
vote in person unless the stockholder wishes to do so. Written revocations or
amended Proxies should be sent to the Company at 270 Pulaski Road, Greenlawn,
New York 11740, Attention: Corporate Secretary.
<PAGE>
The Proxy is being solicited by the Company's Board of Directors. The Company
will bear the cost of the solicitation of Proxies, including the charges and
expenses of brokerage firms and other custodians, nominees and fiduciaries for
forwarding proxy materials to beneficial owners of the Company's shares.
Solicitations will be made primarily by mail, but certain directors, officers or
employees of the Company may solicit Proxies in person or by telephone,
telecopier or telegram without special compensation.
EXECUTIVE COMPENSATION
The following table provides summary information concerning the cash and certain
other compensation paid or accrued by the Company during the last three fiscal
years to the executive officers of the Company whose cash compensation exceeded
$100,000. The table includes Company contributions on the officer's behalf to
the Company's 401(k) Plan.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-Term Compensation
------------------- ------------------------------------------------------
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Other Annual Restricted Stock Long-Term All Other
Principal Position Year Salary Bonus Compensation Stock Awards Options/SARs Incentive Payout Compensation
------------------ ---- ------ ----- ------------ ------------ ------------ ---------------- ------------
($) ($) ($) (No.) (No.) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joel A. Kramer 1999 $10,574 0.00 $1,726(2) 0 0 0 $95,243(4)
(Former) (1)
President, 1998 $124,306 $25,000 $20,130(2) 0 0 $5,747(3) $8,040
CEO 1997 $111,631 $2,000 $16,629(2) 0 0 $12,662(3) $4,116
&
Director
Kenneth S. Schneider 1999 $125,685 0 0 0 0 $4080(3) $5,112
(1)
Chairman, CEO, 1998 $112,534 $22,000 $10,170(2) 0 0 $4,080(3) $7,104
Secretary & Director 1997 $100,686 $2,000 $8,804(2) 0 0 $4,080(3) $2,814
</TABLE>
1. Mr. Kramer left the employ of the Company in January 1999 at which time Dr.
Schneider was elected the Chief Executive Officer by the Board of Directors
and at which time he dropped the title of Vice President.
2. Commissions-Mr. Kramer received a 2.5% commission of net sales to customers
not located within the United States
3. Deferred Compensation see Long-Term Incentive Plans Table below.
4. Consulting services and fringes.
<TABLE>
<CAPTION>
Long-Term Incentive Plans - Awards in Last Fiscal Year
Estimated Future Payouts under Non-Stock Price-Based Plans
Number of Shares, Performance or Other
Units or Other Period Until Threshold Target Maximum
Maturation
Name Rights (#) Or Payout ($ or #) ($ or #) ($ or #)
----------------------- ------------------ ---------------------- ----------------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
Kenneth S. Schneider April 16, 2010 $26,667(1) $26,667(1) $26,667(1)
Chairman, CEO,
Secretary & Director
</TABLE>
<PAGE>
(1) In 1990, the Company entered into a deferred compensation agreement
with Kenneth S. Schneider, pursuant to which he will receive a defined
amount, approximately 30% of his 1990 base salary, each year for a
period of 10 years after reaching age 65. The deferred compensation
plan is funded through life insurance and is being provided for
currently. The expense charged to operations in 1999 for such future
obligations was $4,080.
<TABLE>
<CAPTION>
Aggregate Option Grants in Last Fiscal Year
% of Total Options Exercise or
Number of Options Granted to Employees Base Price Expiration
Name Granted in Fiscal Year 1999 ($/Share) Date
<S> <C> <C> <C> <C>
Joel A. Kramer 0 0 - -
Kenneth S. Schneider 200,000 43.5% $1.03 6/29/09
</TABLE>
The following table sets forth information concerning each exercise of stock
options during fiscal 1999 by each of the named executive officers and fiscal
year-end value of unexercised options:
<TABLE>
<CAPTION>
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Value of Unexercised
Number of Shares Value Unexercised Options In-the-Money Options
Name Acquired on Exercise Realized ($) at December 31, 1999 at December 31, 1999
<S> <C> <C> <C> <C>
Joel A. Kramer 0 0 0 $0
Kenneth S. Schneider 0 0 200,000 (2) $394,000
</TABLE>
(1) Calculation based upon the closing price of the Company's common stock
($3.00 per share) as reported by Nasdaq Trading and Market Services on
December 31, 1999.
(2) 100,000 option shares vest June 30, 2004, and the remaining 100,000
option shares vest January 1, 2005; subject, however, to accelerated
events if certain targets are met.
Compensation Plans and Other Compensation
The Company's Board of Directors with the approval of the stockholders has
adopted a Stock Option Plan (the "1999 Plan") and has reserved for issuance
thereunder 500,000 shares of the Company's common stock. As of December 31,
1999, options to purchase an aggregate of 418,000 shares have been granted and
there were 82,000 shares available for grants under the 1999 Plan. Pursuant to
the 1999 Plan, the Company may grant options under the 1999 Plan which are
intended either to qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
("Incentive Stock Options"), or not so qualify ("Nonstatutory Stock Options").
The 1999 Plan provides for its administration by the Board of Directors or by a
committee (the "Stock Option Committee") consisting of at least one director
chosen by the Board of Directors. The Board of Directors or the Stock Option
Committee has authority (subject to certain restrictions) to select from the
group of eligible employees, non-employee directors, consultants and advisors
the individuals or entities to whom options will be granted, and to determine
the times at which and the exercise price for which options will be granted.
The option price of the shares subject to an Incentive Stock option may not be
less than the fair market value (as such term is defined in the 1999 Plan) of
the common stock on the date upon which such option is granted. In addition, in
the case of a recipient of an Incentive Stock Option who, at the time the option
is granted, owns more than 10% of the total combined voting power of all classes
of stock of the Company or of a parent or subsidiary corporation of the Company
(a "10% Stockholder"), the option price of the shares subject to such option
must be at least 110% of the fair market value of the common stock on the date
upon which such option is granted.
<PAGE>
The option price of shares subject to a Nonstatutory Stock Option will be
determined by the Board of Directors or the Stock Option Committee at the time
of grant and need not be equal to or greater than the fair market value for the
Company's common stock.
In 1994 the Company adopted the 1993 Stock Option Plan (the "1993 Plan") under
which options to purchase 100,000 shares of the common stock were reserved. All
directors, officers or other key employees of the Company are eligible to
participate in the 1993 Plan. The Board of Directors of the Company administers
the 1993 Plan. The 1993 Plan is similar to the 1999 Plan. As of December 31,
1999, there were 34,750 shares available for grants under the 1993 Plan.
Pursuant to the 1993 Plan, the Company is permitted to issue incentive stock
options.
In 1987, the Company adopted a plan, which provided for the granting, to
officers and key employees of the Company of incentive stock options, as defined
in the Internal Revenue Code, for the purchase of a maximum of 250,000 shares of
the Company's common stock. Options to purchase 10,800 shares are outstanding.
The Company has an informal bonus plan in which officers and other key personnel
participate. The bonus award, if any, is fixed annually by the Board of
Directors. Bonuses were allocated and paid to executive officers under this plan
during fiscal 1999 and shown on the foregoing Summary Compensation Table. The
Company maintains a deferred compensation plan under Internal Revenue Code
Section 401(k). All employees are eligible to participate; the Company
contributes 50% of the first 2% deferred by the employee. Each employee may
voluntarily contribute up to 15% of annual compensation, or the maximum allowed
as determined by the Internal Revenue Code.
During 1997, the Company entered into a three-year employment agreement with
Kenneth S. Schneider. The employment agreement provides that Dr. Schneider would
receive a minimum salary of $105,155. During the employment period Dr. Schneider
is entitled upon termination or expiration of the agreement under certain
circumstances (including a change of control) to certain severance benefits. The
term of the agreement is for three years.
During 1999, the Company entered into an employment agreement with Michael
Breneisen. The employment agreement provides that Mr. Breneisen will receive a
minimum salary of $75,000. During the employment period Mr. Breneisen is
entitled upon termination or expiration of the agreement under certain
circumstances (including a change of control) to certain severance benefits. The
term of the agreement is for three years.
Except for life and medical insurance benefit programs, which are available to
all employees, the Company has no other compensation plans. The outside
directors do not receive a per meeting fee. The outside directors do receive
reimbursement of expenses for attending each meeting and are eligible to receive
stock options.
Item 6. Voting Securities and Principal Holders Thereof
The following table sets forth as of December 31, 1999 information concerning
(i) the shares held by each person or group known to own beneficially more than
5% of the outstanding shares of common stock, (ii) shares owned by the Chief
Executive Officer (iii) shares owned by all executive officers and directors as
a group.
<PAGE>
Name and Address of Number of Shares Percent of
Beneficial Owner Beneficially Owned Class
Kenneth S. Schneider 283,037(1) 22%
270 Pulaski Road
Greenlawn, NY 11740
Jamil Sopher 31,730 (2)(3) 2.5%
270 Pulaski Road
Greenlawn, NY 11740
Michael Breneisen 36,900 (1)(4) 2.9%
270 Pulaski Road
Greenlawn, NY 11740
Jonathan D. Casher 0 0%
270 Pulaski Road
Greenlawn, NY 11740
All executive officers 351,667 27.4%
and directors as a
group (4 in number)
(1) Does not include 200,000 shares issuable upon exercise of stock options
under the 1999 Plan. Of such options 100,000 option shares vest June 30,
2004, and the remaining 100,000 option shares vest January 1, 2005;
subject, however, to acceleration if certain targets are met.
(2) Includes 20,000 shares issuable upon exercise of stock options granted
under the Company's 1993 Stock Option Plan.
(3) Includes 10,000 shares issuable upon exercise of stock options granted
under the Company's 1999 Stock Option Plan.
(4) Includes 5,000 shares issuable upon exercise of stock options granted under
the Company's 1987 Stock Option Plan.
Item 12. Certain Relationships and Related Transactions
Effective January 20, 1999, Joel A. Kramer, then the Chairman of the Board,
President and Chief Executive Officer of the Company resigned such positions.
However, it was intended that Mr. Kramer would serve as a consultant to the
Company through January 19, 2002 for an aggregate consideration of $165,000 plus
reimbursement for certain expenses. In addition, the Company purchased all of
the shares of common stock of the Company owned by Mr. Kramer and Mr. Kramer
agreed to cancel options to purchase 10,000 shares of common stock of the
Company for an aggregate consideration of $1,075,190 of which $867,510 was for
such shares, $17,680 was for the cancellation of such options and $190,000 was
in exchange for Mr. Kramer's restrictive covenant. In addition, Mr. Kramer
agreed not to compete with the business of the Company until January 19, 2003
and released the Company from certain potential claims relative to his previous
employment. The Company transferred a life insurance policy to Mr. Kramer,
previously maintained for Mr. Kramer's benefit and having a cash value of
approximately $80,000.
In December 1999, the Company received information indicating that Mr. Kramer
had breached certain of the non-competition provisions of the Consulting
Agreement entered into by Mr. Kramer and the Company and also of the Stock
Purchase Agreement and the Termination Agreement entered into by Mr. Kramer and
the Company. In response to this information the Company asserted its rights
under the Consulting Agreement and cancelled it for cause on January 12, 2000,
and ceased making payments thereunder. The Company is considering what further
legal action it may take with respect to this situation as warranted under the
circumstances.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
Four directors are to be elected at the Meeting to serve until the next
annual meeting of stockholders and until their respective successors have been
elected and have qualified, or until their earlier resignation or removal. If
for some unforeseen reason one or more of the nominees is not available as a
candidate for director, the Proxies may be voted for such other candidate or
candidates as may be nominated by the Board.
Nominees for Director
All four of the nominees are currently directors of the Company. The
following table sets forth the positions and offices presently held with the
Company by each nominee, his age as of June 20, 2000 and the year in which he
became a director. Proxies not marked to the contrary will be voted in favor of
each such nominee's election. The Board recommends a vote FOR all nominees.
Positions and Offices
Presently Held with Director
Name Age the Company Since
Kenneth S. Schneider 55 Chairman of the Board of 1983
Directors, Chief Executive
Officer, Secretary and Director
Michael Breneisen 35 President, Chief Operating and 1999
Financial Officer, Treasurer and
Director
Jamil Sopher 56 Director 1996
Jonathan D. Casher 55 Director 2000
Dr. Schneider has served as Chairman of the Board and Chief
Executive Officer of the Company since January 1999. He has also served as
Secretary since March 1991. Dr. Schneider served as Vice President and
Treasurer of the company from August 1983 to January 1999. Dr. Schneider is a
Senior Member of the Institute of Electrical and Electronic Engineers.
Mr. Breneisen has served as President and Chief Operating Officer of
the Company since January 1999 and Chief Financial Officer since January 1997.
Mr. Breneisen has also served as Treasurer since March 2000. He served as
Controller of the Company from July 1992 to January 1999 and Vice President from
January 1997 to January 1999.
Mr. Sopher is an Operations Advisor in the Quality Assurance Group
of the World Bank where he has been employed for 20 years. Mr. Sopher received
a Bachelor of Science Degree and M. Eng. (Elect.) Degree from Cornell
University and an MBA from Harvard University. He was elected at Director on
June 25, 1999 for a term of 1 year or until the next annual meeting of the
shareholders.
Mr. Jonathan D. Casher is the founder, Chairman and CEO of RECAP,
Inc. Mr. Casher received a Bachelor Degree in Operations Research from
Cornell University and a Masters Degree from the MIT Sloan School of
Management. He was elected a Director on April 12, 2000 until the next annual
meeting of the shareholders.
<PAGE>
Board Committees
The Audit Committee of the Board of Directors is responsible for (i)
recommending independent accountants to the Board, (ii) reviewing the Company's
financial statements with management and the independent accountants, (iii)
making an appraisal of the Company's audit effort and the effectiveness of the
Company's financial policies and practices and (iv) consulting with management
and the Company's independent accountants with regard to the adequacy of
internal accounting controls. The Audit Committee met once last year, and has
not adopted a written charter. The Audit Committee has reviewed and discussed
the audited financial statements with management, and has discussed with the
independent auditors the matters required to be discussed by SAS 61. The Audit
Committee has received the written disclosures and the letter from the
independent accountants required by the Independence Standard's Board Standard
No. 1. The Audit Committee has discussed with the independent accountant the
independent accountant's independence. Based on the review and discussions
referred to in paragraphs (a)(1) through (a)(3) of Item 306 of Regulation S-B,
the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10KSB
for the last fiscal year for filing with the Commission. The Audit Committee
consists of Mr. Sopher and Mr. Casher. The members of the Audit Committee are
independent (as independence is defined in Rule 4200(a) of the National
Association of Securities Dealers' ("NASD") listing standards).
The Compensation Committee of the Board reviews and implements
appropriate action with respect to all matters pertaining to the compensation of
the Company's officers and employees. The full Board of Directors reviews the
Committee's recommendations regarding executive compensation. The Compensation
Committee's consists of Mr. Sopher, and Mr. Casher. The Committee did not meet
during the fiscal year ended December 31, 1999; all compensation matters were
reviewed and acted upon in that period by the Board as a whole.
The Company does not have a standing nominating committee of the Board
of Directors or a committee performing similar functions. The Board as a whole
currently performs these functions.
Meetings
The Board held nine meetings during the year ended December 31, 1999.
All of the then incumbent directors of the Company attended each meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Securities Exchange Act of 1934, as amended ("Section
16"), requires that reports of beneficial ownership of Common Shares and changes
in such ownership be filed with the Securities and Exchange Commission (the
"SEC") by Section 16 "reporting persons," including directors, certain officers,
holders of more than 10% of the outstanding Common Shares and certain trusts of
which reporting persons are trustees. The Company is required to disclose in
this Proxy Statement each reporting person whom it knows to have failed to file
any required reports under Section 16 on a timely basis during the fiscal year
ended December 31, 1999. To the Company's knowledge, based solely on a review of
copies of Forms 4 and 5 furnished to it and written representations that no
other reports were required, during the fiscal year ended December 31, 1999, the
Company's officers, directors and 10% stockholders complied with all Section
16(a) filing requirements applicable to them.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the firm of Grant
Thornton, LLP as the Company's independent auditors for the fiscal year ending
December 31, 2000 and proposes ratification of such appointment.
A representative of Grant Thornton, LLP is expected to be present at the Meeting
with the opportunity to make a statement if he or she desires to do so, and
shall be available to respond to appropriate questions.
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 2001
Annual Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
SEC, promulgated under the Securities Exchange Act of 1934, as amended, must be
received by the Secretary of the Company at the principal executive offices of
the Company by January 25, 2001 for inclusion in the Company's Proxy Statement
and form of Proxy relating to such meeting.
OTHER BUSINESS
While the accompanying Notice of Annual Meeting of Stockholders
provides for the transaction of such other business as may properly come before
the Meeting, the Company has no knowledge of any matters to be presented at the
Meeting other than those listed as Proposals 1 and 2 in the notice. However, the
enclosed Proxy gives discretionary authority in the event that any other matters
should be presented.
FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999, as filed with the Securities and Exchange
Commission (excluding exhibits), has been furnished with this Proxy Statement to
each stockholder entitled to vote at the meeting.
By Order of the Board of Directors
Kenneth S. Schneider, Ph.D
Chairman of the Board and
Chief Executive Officer
Greenlawn, New York
June 22, 2000
<PAGE>
X Please mark your
A ____ votes in this
example
FOR WITHHELD Nominees: Kenneth S. Schneider
1. Election of ____ ____ Michael Breneisen
Jamil Sopher
Jonathan D. Casher
INSTRUCTIONS: To withhold authority & vote for any individual, strike out that
nominee's name.
FOR AGAINST ABSTAIN
2. Approval of _____ _____ _____
Grant Thornton
as Independent
Accountants
3.In their discretion, the above proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
I plan to attend the Annual Meeting ____
PLEASE MARK, SIGN, DATE , AND.RETURN THE
PROXY CARD USING THE ENCLOSED ENVELOPE
UNLESS OTHERWISE INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 thru 3 and
otherwise at the discretion of the proxies.
SIGNATURE(S)___________________________________ DATE_____________
Note: Please sign exactly as name appears hereon. Joint owners should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. Corporations should sign the corporate name by duly
authorized officer.
<PAGE>
TELEBYTE, INC.
This Proxy is Solicited on Behalf of Board of Directors
The undersigned hereby appoints Michael Breneisen, and Kenneth S. Schneider,
or either of them, the proxy of the undersigned with full power of substitution
to act for the undersigned and vote all shares of common stock of
TELEBYTE, INC., standing in the name of the undersigned, which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of TELEBYTE,
INC., to be held at the offices of the Company at 270 Pulaski Road,
Greenlawn, New York, on July 21, 2000, and any and all adjournments thereof,
this proxy revokes any proxy previously given.
(to be signed on reverse side)
See
Reverse
Side
--------
