V Band Corporation
[GRAPHIC - COMPANY LOGO] 565 Taxter Road
Elmsford, NY 10523
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--MAY 19, 1995
To the Shareholders of V Band Corporation:
The Annual Meeting of Shareholders of V Band Corporation (the
"Company"), a New York corporation, will be held at the principal office of the
Company, 565 Taxter Road, Elmsford, New York 10523, on May 19, 1995, at 10:00
a.m., for the following purposes:
(1) To elect a Board of Directors to hold office for a term expiring
upon the 1996 Annual Meeting of Shareholders or until their successors shall
have been duly elected and qualified.
(2) To approve the retention of Deloitte & Touche LLP as independent
accountants for the 1995 fiscal year.
(3) To transact such other business as may legally come before the
meeting or any adjournment or adjournments thereof, although management of the
Company was not aware on April 18, 1995 of any other business to be considered.
Reference is made to the accompanying Proxy Statement for more complete
information concerning the foregoing matters.
Only shareholders of record at the close of business on April 13, 1995
are entitled to vote at the Annual Meeting.
We look forward to seeing as many shareholders as possible at the
meeting. Whether or not you expect to be present, please mark, sign and date the
enclosed form of proxy and return it in the envelope provided. No postage need
be added if you deposit the envelope in a mail depository in the United States.
By Order of the Board of Directors
THOMAS E. FEIL
Chairman and Chief Executive Officer
Elmsford, New York
April 18, 1995
SHAREHOLDERS CAN HELP THE COMPANY AVOID UNNECESSARY EXPENSE AND DELAY BY
PROMPTLY COMPLETING AND RETURNING THE ENCLOSED PROXY CARD. THE BUSINESS OF THE
MEETING IS IMPORTANT TO THE COMPANY AND CANNOT BE TRANSACTED UNLESS A MAJORITY
OF THE OUTSTANDING SHARES ARE REPRESENTED.
<PAGE>
[GRAPHIC - COMPANY LOGO]
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of V Band Corporation (the "Company"), 565 Taxter
Road, Elmsford, New York 10523, of proxies for use at the Annual Meeting of
Shareholders to be held on May 19, 1995 and any adjournments thereof. A proxy
may be revoked by a shareholder at any time prior to its use by filing with the
Company a duly executed proxy bearing a later date or by giving written notice
of such revocation to the Secretary of the Company prior to the meeting. A proxy
is also subject to revocation if the person executing the proxy is present at
the meeting and chooses to vote in person.
The expenses of proxy solicitation will be paid by the Company. The
principal solicitation of proxies is being made by mail; however, officers and
other employees of the Company may solicit proxies by telephone, telegraph or
personal interview, without additional compensation therefor. Forms of proxies
and proxy material will also be distributed through brokers, custodians and
other like persons to the beneficial owners of Common Stock of the Company, and
the Company will reimburse such persons for their reasonable out-of-pocket
expenses incurred in connection therewith.
The Annual Report of the Company to Shareholders for the fiscal year
ended October 31, 1994, including financial statements, accompanies this Proxy
Statement. The proxy and this Proxy Statement, together with the Annual Report
to Shareholders, are being mailed to shareholders on or about April 18, 1995.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The record date for the determination of shareholders entitled to vote
at the meeting is the close of business on April 13, 1995. On that date, the
Company had 5,316,448 shares of Common Stock, par value $.01 per share (the
"Common Stock"), issued and outstanding. Each holder of Common Stock is entitled
to one vote per share on all matters to come before the meeting.
All of the shares of Common Stock of the Company represented by valid
proxies, unless otherwise specified therein or unless revoked, will be voted FOR
the election of the persons nominated as directors, FOR the approval of the
retention of Deloitte & Touche LLP as the Company's independent public
accountants for the 1995 fiscal year, and at the discretion of the proxy holders
on any other matters that may properly come before the Annual Meeting, although
as of the date of this Proxy Statement, the Company was not aware of any other
business to be considered. Where a shareholder has appropriately specified how a
proxy is to be voted, it will be voted accordingly.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by (i) each person who owns
beneficially more than 5% of the Company's Common Stock, (ii) each director of
the Company, (iii) each executive officer named in the Summary Compensation
Table below, and (iv) all directors and executive officers of the Company as a
group, as of April 13, 1995.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ ----------
<S> <C> <C>
Thomas E. Feil 1,469,472 (1)(2) 27.5%
565 Taxter Road, Elmsford, NY 10523
Luke P. La Valle, Jr. 16,000 (1) *
22 Basket Neck Lane, Remsenburg, NY 11960
Thomas H. Lenagh 9,000 (1) *
1 Brookside Drive, Westport, CT 06880
Brian S. North 99,000 (1)(3) 1.9%
213 Croft Ridge Drive, Broomall, PA 19008
Joseph M. O'Donnell 16,000 (1) *
587 Shrub Oak Lane, Fairfield, CT 06430
John E. Petronzi 15,000 (1) *
565 Taxter Road, Elmsford, NY 10523
George J. Rogers 42,033 (1) *
565 Taxter Road, Elmsford, NY 10523
A. Eugene Sapp, Jr. 2,000 (1) *
528 Adams Street, Huntsville, AL 35801
Paul B. Twomey 16,000 (1) *
Rt. #1, Box 1028, Sly Brook Road, Soldier Pond, ME 04781
J. Stephen Vanderwoude 4,000 (1) *
Box 1735, 2316 Youngs Road, Southern Pines, NC 28388
All directors and executive
officers as a group (12 persons) 1,709,196 (1) 31.1%
</TABLE>
- ---------------------
* less than 1%
(1) Includes options to purchase shares of common stock, which are currently
exercisable or exercisable within 60 days, as follows: Mr. Feil, 25,000
shares; Mr. La Valle, 6,000 shares; Mr. Lenagh, 4,000 shares; Mr. North,
19,000 shares; Mr. O'Donnell, 16,000 shares; Mr. Petronzi, 15,000 shares;
Mr. Rogers, 41,033 shares; Mr. Sapp, 2,000 shares; Mr. Twomey, 16,000
shares; Mr. Vanderwoude, 2,000 shares; and all directors and executive
officers as a group, 165,300 shares.
(2) Excludes 80,000 shares held in an irrevocable trust for Mr. Feil's daughter,
over which Mr. Feil holds no voting or investment power.
(3) Includes 80,000 shares held in an irrevocable trust for which Mr. North is
the trustee. Mr. North has no economic interest in the trust, however, he
holds investment and voting authority over such shares.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Age Office Held
---- --- ------------
<S> <C> <C>
Thomas E. Feil (1) 53 Chairman, Chief Executive Officer, Director
John E. Petronzi 46 Executive Vice President
George J. Rogers 41 Vice President - Chief Financial Officer
Sven R. Englund 41 Vice President - Engineering
Thomas Hughes 35 Vice President - Marketing & Product Planning
Luke P. La Valle, Jr. (2) (3) 53 Director
Thomas H. Lenagh (2) 70 Director
Brian S. North (1) 43 Director
Joseph M. O'Donnell (1) (3) 49 Director
A. Eugene Sapp, Jr. (4) 58 Director
Paul B. Twomey (2) 61 Director
J. Stephen Vanderwoude (3) 51 Director
</TABLE>
- ----------------------------------
(1) Member of the Stock Option Committee.
(2) Member of the Audit Committee.
(3) Member of the Executive Compensation Committee.
(4) Elected as Director on August 2, 1994.
Thomas E. Feil has served as Chairman of the Company from April 1985 to
present, as a Director since its inception and as Chief Executive Officer from
April 1985 to August 1988 and from August 1993 to present. From its inception
until April 1985, Mr. Feil was President of the Company.
John E. Petronzi was elected Executive Vice President, responsible for
sales and service, in January 1994. Prior to joining the Company, Mr. Petronzi
held executive positions with JWP Telecom and JWP Information Services from 1990
through 1993 and was president of Centel Financial Systems, a distributor of
trading systems and PBX's from 1986 through 1989.
George J. Rogers has served as Chief Financial Officer of the Company
since September 1989 and in June 1991 was elected Secretary of the Company.
Previously, he served as Director of Financial Planning from May 1988 to
September 1989. Prior to joining the Company, he was Director of Financial
Services for HITK Corporation (a publicly-held business development firm) from
1986 to 1988. Mr. Rogers was an Associate with Paine Webber Inc.'s strategic
planning department from 1985 to 1986.
Sven Englund was elected Vice President of Engineering in June 1991.
Previously, he served as Director of Engineering from 1990 to 1991, as Hardware
Manager from 1989 to 1990 and as Staff Engineer from 1988 to 1989. From 1975 to
1988, he was employed by military electronics and computer fire alarm
corporations.
Thomas Hughes was elected Vice President of Marketing and Product
Planning of the Company in September 1993. Previously, he served as Hardware
Manager from 1991 to 1993, Section Manager from 1990 to 1991 and as Staff
Engineer from 1988 to 1990.
Luke P. La Valle, Jr., became a Director of the Company in June 1992
and is President and Chief Investment Officer of American Capital Management,
Inc., a New York City-based management firm for individuals, trusts, pension and
profit sharing accounts. Prior to forming American Capital Management, Inc. in
1980, Mr. La Valle worked for United States Trust Company of New York for 13
years specializing in small company investing in the Pension and Institutional
Investment Division.
Thomas H. Lenagh became a Director of the Company in June 1993. Mr.
Lenagh has served as an independent financial consultant for the last six years.
Mr. Lenagh is also a director of the following companies: CML Inc., Gintel
Funds, Adams Express, Clemente Growth Fund, U.S. Life Co., SCI Systems, Inc.,
ICN Pharmaceuticals, Inc., Irvine Sensors, Inc., Franklin Quest and Styles on
Videos, Inc.
Brian S. North became a Director of the Company in September 1988. Mr.
North has been a member of the law firm of Elliott, Reihner, Siedzikowski, North
& Egan, P.C. and its predecessor law firms since 1987. From 1980 through 1987,
he was Senior Corporate Counsel of Sun Company, Inc., an energy resources
company.
Joseph M. O'Donnell has served as a Director of the Company since June
1991. Since July 1994, Mr. O'Donnell has been the President, Chief Executive
Officer and a Director of Computer Products, Inc., a publicly held multinational
manufacturer in Boca Raton, Florida. From 1993 to 1994, he was Chief Executive
Officer for Savin Corporation, after one year of being an independent business
consultant. From 1990 to 1992 he served as President and Chief Executive Officer
of GO/DAN Industries Inc., a Connecticut-based manufacturer of automobile parts
sold primarily in the after market. From 1988 to May 1990, he was Vice President
of Handy & Harman, a metals manufacturing concern. During 1987 and 1988 he
served as President of OD&S Ventures Inc., an acquisition entity in the computer
and telecommunication industries. He is also a director of Cincinnati Microwave,
Inc.
A. Eugene Sapp, Jr. was appointed as a Director of the Company in
August 1994. Since 1981, Mr. Sapp has served as President, Chief Operating
Officer and Director of SCI Systems, Inc., a contract manufacturer of electronic
equipment. Mr. Sapp also serves as a Director of Irvine Sensors Corp. and CMS
Inc. of Tampa, Florida.
Paul B. Twomey became a Director of the Company in June 1991. He worked
for ITT Corporation for more than 30 years prior to his retirement in 1989. His
most recent responsibilities at ITT from 1988 to 1989 were as Vice President,
Executive Director of the integration into ITT Communications Services, Inc. of
American Network Inc., a regional long distance carrier.
J. Stephen Vanderwoude was elected to the Board as a Director of the
Company in May 1994. Mr. Vanderwoude is currently President, Chief Executive
Officer and Director for Video Lottery Technologies in Atlanta, Georgia. Prior
to that, he was the President and Chief Operating Officer of Sprint
Corporation's Local Telecommunication Division until September 1993. Prior to
the merger of Sprint and Centel corporations in March 1993, Mr. Vanderwoude was
President and a Director of Centel Corporation from 1988 and held various
executive and management positions with Centel since joining the company in
1971. Mr. Vanderwoude is a Director of First Midwest, a bank holding company.
The Board of Directors of the Company has an Executive Compensation
Committee, a Stock Option Committee and an Audit Committee. The Executive
Compensation Committee's principal functions are to recommend to the Board of
Directors the compensation arrangements for the executive officers of the
Company. The Stock Option Committee exercises the responsibilities of the Board
in granting options under and administering the Company's 1982 Incentive Stock
Option Plan and its 1984 Stock Option Plan. The Audit Committee's principal
functions are to review with internal financial staff and the Company's
independent public accountants the Company's reporting process and internal
controls and to recommend the selection, retention or termination of the
independent public accountants. During the 1994 fiscal year, the Audit Committee
held 2 meetings, the Executive Compensation Committee and the Stock Option
Committee did not hold formal meetings separate from Board meetings. The Stock
Option Committee acted by unanimous written consent on 8 occasions. The Board of
Directors has no other standing committees.
The Board of Directors of the Company held 7 meetings during the fiscal
year ended October 31, 1994. Each incumbent director attended 100 percent of the
meetings of the Board and the committees on which he serves.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information for each of the fiscal years
ended October 31, 1994, 1993 and 1992 concerning the compensation of the
Company's chief executive officer and each of its other executive officers whose
salary and bonus for fiscal 1994 exceeded $100,000:
<TABLE>
<CAPTION>
Long-Term
Compensation 1
Annual Compensation
Securities
Name/ Other Annual Underlying All Other
Principal Position Year Salary Bonus Compensation Options (#) Compensation 2
- ------------------ ---- ------ ----- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Feil, 1994 $199,998 $ $ - - $ -
Chairman, Chief Executive 1993 192,306 - - -
Officer and Director 1992 206,042 - - - 2,201
John E. Petronzi, 3 1994 130,989 - - 45,000 -
Executive Vice President 1993 - - - - -
1992 - - - - -
George J. Rogers, 1994 123,076 - - 25,000 2,003
Vice President, 1993 99,824 - - - 1,696
Chief Financial Officer 1992 92,900 2,000 - 10,500 929
</TABLE>
- --------------------------------
1. Other than the Company's 401(k) Plan and its stock option and stock purchase
plans, the Company does not have any long-term incentive plans and does not
grant restricted stock awards.
2. Includes amounts contributed by the Company under the Company's 401(k) Plan
during the fiscal year and any additional discretionary annual contributions
related to the prior fiscal year.
3. Mr. Petronzi joined the Company in January 1994. Mr. Petronzi entered into an
employment agreement whereby he is entitled to one year's compensation should
he be terminated without cause. His 1994 salary includes a $12,720 payment
related to forfeiture of bonuses from his previous employer. Additionally, he
is entitled to receive bonuses conditional upon the Company's level of
operating income. He was also provided a three-year loan in the amount of
$30,000 with interest at 6% per annum.
Stock Options
The following tables summarize options grants during the fiscal year ended
October 31, 1994 to each of the Executive Officers named in the Summary
Compensation Table and the value of the options held by such persons at the end
of such fiscal year. None of those Executive Officers exercised any stock
options during the fiscal year ended October 31, 1994. The Company does not
maintain any pension plans or any supplementary pension award plans.
<PAGE>
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
Percentage
Number of of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted (1) Fiscal Year (per share) Date 5% 10%
- ---- ------------ ------------ ---------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
John E. Petronzi 45,000 21% $4.75 01/07/2004 $134,426 $340,662
George J. Rogers 25,000 11% 4.75 11/01/2003 74,681 189,257
</TABLE>
- ------------------
(1) All options granted vest one-third per year for three years.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-end Option Value
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at FY-End Money Options at
FY-End
Shares
Acquired on Value
Name Exercise Realized Excercisable Unexercisable Excercisable Unexercisable
- ---- -------- -------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Thomas E. Feil - - 25,000 - $ - $ -
John E. Petronzi - - - 45,000 - -
George J. Rogers - - 30,700 28,500 22,913 750
</TABLE>
Compensation Of Directors
The Company pays each outside director an annual director's fee of
$7,500 plus $500 for each board meeting attended (up to a limit of six meetings
per year), plus deferred cash compensation payable upon termination of service
as a director in an amount equal to $2,000 for each year of service as a
director. Additionally, each director is reimbursed for out-of-pocket travel
expenses incurred to attend a board meeting and receives reasonable compensation
for chairing any committee of the board. Outside directors also receive, upon
election or re-election as a director, a grant of stock options under the
Company's 1984 Stock Option Plan covering 2,000 shares of the Company's Common
Stock, at an exercise price equal to the fair market value on the date of grant.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
AND THE STOCK OPTION COMMITTEE
Executive Compensation Policies
Executive compensation is set by the Executive Compensation Committee,
which approves cash compensation, and the Stock Option Committee, which
determines stock option grants. The Company's executive compensation program is
designed to provide compensation that is competitive with that offered by other
companies against which the Company competes for executive resources. The
objectives of the program are (1) to attract and retain superior talent and (2)
to reward executives for successful strategic management and for increases in
shareholder value.
Cash compensation is targeted relative to companies of similar size and
in similar businesses. In setting compensation levels, the Executive
Compensation Committee reviews competitive data compiled by an independent
compensation consulting firm. In addition to competitive factors, cash
compensation is based on the Executive Compensation Committee's evaluation of
each executive's performance as measured against individual, business group and
company-wide goals. Target annual incentive bonuses are set at the beginning of
the year and are conditioned on the achievement of a threshold level of
operating profit. If the threshold is reached, the amount of each bonus relative
to the target may vary based on individual performance.
Long-term compensation consists of stock options. Options are granted
in order to align more closely the interests of executives and shareholders by
creating the opportunity for executives to develop a significant equity interest
in the Company and because the potential value of the option is tied directly to
increases in the fair market value of the Company's common stock during the term
of the option. Mr. Feil, the Company's Chairman and largest stockholder, is a
member of the Stock Option Committee and is not eligible to receive stock
options.
The Company's revenue and earnings were adversely affected during the
fiscal years 1989 to 1994 by dramatically changed market conditions. Increased
levels of competition, a maturing market for the Company's principal products
and the high level of development expenses for the latest generation of products
now sold by the Company have combined to assert substantial pressure on the
Company's results. Assessing executive performance in light of these
dramatically shifting market conditions and declining stock price has been
difficult, but the levels of executive compensation have generally paralleled
the changing results of operations of the Company. In fiscal 1987 (the year of
the financial market's crash) the Company's revenues peaked at $54 million with
$10 million of operating earnings. In the three years that followed, revenues
declined steadily to $19 million in fiscal 1990, and the Company suffered
substantial losses. During this period, the Company's executives worked for
lower compensation in order to improve the Company's prospects. In an effort to
overcome these market conditions, the Company changed its existing sales and
service organization in the U.S. and the UK through acquiring key distributors
in New York City, London, and Boston. This activity was paramount to V Band's
improvement in financial results during 1994.
1994 Compensation
In setting base salary during fiscal 1994, the Executive Compensation
Committee considered past individual and Company performance.
The factors described above with respect to 1994 executive
compensation, generally and with respect to prior periods, are equally
applicable to CEO compensation.
The Executive Compensation Committee:
Luke P. La Valle, Jr.
Joseph M. O'Donnell
J. Stephen Vanderwoude
The Stock Option Committee:
Thomas E. Feil
Brian S. North
Joseph M. O'Donnell
Compensation Committee Interlocks and Insider Participation
Messrs. LaValle, O'Donnell and Vanderwoude comprise the Executive
Compensation Committee. Messrs. Feil, North and O'Donnell comprise the Stock
Option Committee. Mr. Feil is an officer and employee of the Company, but is not
eligible to receive stock options while serving on the committee.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
A. Eugene Sapp, Jr., a director of the Company, made one filing
subsequent to the date required. He reported on Form 5 the ownership of options
covering 2,000 shares of the Company's common stock pursuant to Section 16(a) of
the Securities Exhange Act of 1934.
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth total shareowner return (stock price
plus dividends, assuming dividend reinvestment) on a $100 investment in each of
the following: (i) the Company's Common Stock, (ii) U.S. NASDAQ Stock Market
Index and (iii) the NASDAQ Telecommunications Index, for the five-year period
commencing on November 1, 1989 and ended October 31, 1994.
COMPARISON OF FIVE YEAR TOTAL RETURN
AMONG V BAND CORPORATION, NASDAQ US, &
NASDAQ TELECOMMUNICATIONS INDEX
[GRAPHIC -- PERFORMANCE GRAPH WITH NUMBERS PLOTTED AS BELOW ]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
V BAND CORPORATION $100 $ 45 $ 64 $ 75 $ 93 $ 83
NASDAQ TELECOMMUNICATION INDEX $100 $ 63 $ 90 $ 96 $181 $162
NASDAQ INDEX $100 $ 74 $126 $141 $191 $182
</TABLE>
<PAGE>
1. ELECTION OF A BOARD OF DIRECTORS
Eight directors are to be elected at the meeting for a term of office
which will expire upon the 1996 Annual Meeting of Shareholders, or at such later
date as each director's successor is elected and shall qualify. All current
members of the Board are nominees for election. Information regarding the
nominees is set forth under "Directors and Executive Officers" above. The term
of office of all present directors will expire on May 13, 1995, or at such later
date as each director's successor is elected and shall qualify.
The Board of Directors will consider shareholders' recommendations for
Board of Directors nominations for the 1996 Annual Meeting of Shareholders if
made in writing. The proposed nominee's written consent and sufficient
background information on the candidate must be included to enable the Board of
Directors to make proper judgments as to his or her qualifications.
Recommendations should be addressed to the Chief Executive Officer at the
Company's headquarters and received no later than January 15, 1996.
It is the intention of the persons named as proxies to vote the shares
to which the proxy relates FOR the election of the persons nominated as
directors unless instructed to the contrary. The affirmative vote of those
shareholders of record holding a plurality of the issued and outstanding shares
of Common Stock present in person or represented by proxy and voting at the
meeting (excluding abstentions and broker non-votes, which are not deemed
present and voting for this purpose) is required to elect the persons nominated.
The Board recommends that shareholders vote FOR the nominees for
director.
2. APPROVAL OF THE RETENTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has approved the retention of Deloitte & Touche
LLP as the Company's independent accountants for the 1995 fiscal year. Although
shareholder ratification is not required, the Board of Directors has directed
that such appointment be submitted to the shareholders of the Company for
ratification at the Annual Meeting. In addition, the Board of Directors in its
discretion, may direct the appointment of a new independent accounting firm at
any time during the year if the Board believes that such change is in the best
interests of the Company and its shareholders. Deloitte & Touche LLP served as
the Company's independent public accountants for the 1994 fiscal year.
Deloitte & Touche LLP was first engaged by the Company to act as the
Company's independent accountants of the 1994 fiscal year, effective March 14,
1994. For fiscal years 1992 and 1993 Arthur Andersen LLP acted as the Company's
independent accountants. The change in the independent accountants was approved
by the Company's Board of Directors upon recommendation of the Audit Committee.
The Company had not consulted with Deloitte & Touche on any accounting matter
prior to its engagement.
Upon the engagement of Deloitte & Touche LLP, the Company dismissed
Arthur Andersen LLP, its independent accountant for fiscal 1992 and 1993.
The decision to change accountants was made by the Board of Directors
upon recommendation of the Company's Audit Committee. For the audits of the
financial statements of the Company for the years ended October 31, 1993 and
1992 there were no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which
if not satisfactorily resolved would have caused Arthur Andersen LLP to
reference such matter in its report. Through March 18, 1994, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure with Arthur Andersen LLP.
The accountants' reports for the years ended October 31, 1993 and 1992 contained
unqualified opinions.
It is anticipated that representatives of Deloitte & Touche LLP will be
present at the Annual Meeting and will have an opportunity to make a statement
if they desire to do so, and to respond to any appropriate inquiries from
shareholders.
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock present and voting at the meeting (excluding
abstentions and broker non-votes, which are not deemed present and voting for
this purpose) is necessary for the adoption of the proposal. If the shareholders
do not ratify the appointment of Deloitte & Touche LLP, the Board of Directors
may reconsider the appointment.
The Board recommends that shareholders vote FOR approval of the
retention of Deloitte & Touche LLP.
3. OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at
the meeting. However, if any other business properly comes before the meeting,
it is the intention of the persons named in the enclosed proxy to vote on such
matters in accordance with their judgment.
DATE OF RECEIPT OF SHAREHOLDER PROPOSALS
FOR PRESENTATION AT THE 1996 ANNUAL MEETING
Any proposal that a shareholder wishes to present for consideration at
the 1996 Annual Meeting must be received by the Company at its principal
executive offices no later than December 21, 1995, for evaluation as to
inclusion in the Proxy Statement in connection with such meeting.
<PAGE>
You are urged to promptly vote, sign, date and return the enclosed
proxy in the postage-paid envelope provided whether or not you currently plan to
attend the meeting in person.
By Order of the Board of Directors
THOMAS E. FEIL
Chairman and Chief Executive Officer
Dated: April 18, 1995
<PAGE>
V BAND CORPORATION
565 Taxter Road
Elmsford, New York 10523
1995 Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas E. Feil and George J. Rogers, and each of
them, with power of substitution, as proxies, to appear and vote, as designated
below, all of the shares of the Common Stock, $.01 par value per share, of V
Band Corporation (the "Company"), held of record by the undersigned on April 13,
1995, at the Annual Meeting of Shareholders to be held at 10:00 a.m. on May 19,
1995, and any adjournments thereof.
1. Election of Directors:
<TABLE>
<CAPTION>
FOR
The nominees listed below To vote for the nominee WITHHOLD AUTHORITY
(please check) whose name is checked below
<S> <C> <C>
Thomas E. Feil ____ ____
Luke P. La Valle, Jr. ____ ____
Thomas Lenagh ____ ____
Brian S. North ____ ____
Joseph M. O'Donnell ____ ____
A. Eugene Sapp ____ ____
Paul B. Twomey ____ ____
J. Stephen Vanderwoude ____ ____
</TABLE>
2. Approve the retention of Deloitte & Touche LLP as independent accountants for
the Company for the 1995 fiscal year:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Other Matters:
In their discretion the proxies are authorized to vote upon such other business
as may properly come before the meeting, although management of the Company was
not aware on April 18, 1995 of any other business to be considered; and provided
that in no event shall such discretionary authority extend to my vote for the
election of any person to any office for which a nominee is not named in the
accompanying proxy statement.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE>
The shares represented by this proxy will be voted in the manner directed.
In the absence of any direction, the shares will be voted FOR each nominee
listed in proposal 1, FOR proposal 2, and at the discretion of the proxies as to
other matters.
Dated: _________________, 1995
-------------------------------
(Signature)
-------------------------------
(Signature if held jointly)
-------------------------------
(Print Name)
Please sign exactly as name
appears on stock
certificate(s). Joint owners
should each sign. Trustees and
others acting in a
representative capacity should
indicate the capacity in which
they sign.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY WHETHER YOU PLAN TO
ATTEND THE MEETING OR NOT. IF YOU ATTEND, YOU MAY VOTE IN PERSON IF YOU DESIRE.
