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 Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Technology Research Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which 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):
(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:
TECHNOLOGY RESEARCH CORPORATION
Notice of Annual Meeting to Shareholders
to be held August 22, 1997
To the Shareholders of
TECHNOLOGY RESEARCH CORPORATION
You are cordially invited to attend the Annual Meeting of Shareholders of
Technology Research Corporation, a Florida corporation (the "Company"), which
will be held on August 22, 1997, at 2:30 P.M. Eastern Daylight Savings Time, at
the Summit Conference Center, 13575 58th Street North (Rubin Icot Center,
Ulmerton Road), Clearwater, Florida, for the following purposes:
1. To elect five members of the Board of Directors who will be elected
to a one-year term of office.
2. To ratify the selection by the Company's Board of Directors of KPMG
Peat Marwick LLP, Certified Public Accountants, as independent
auditors of the Company for its fiscal year ending March 31, 1998.
3. To consider and act upon any matters related to the foregoing
purposes and to transact such other business as may properly be
brought before the meeting and at any adjournments thereof.
A Proxy Statement and Board of Directors Proxy are being mailed with this
notice. You are invited to attend the meeting in person, but if you are unable
to do so, the Board of Directors requests that you sign, date and return the
proxy, as promptly as practicable, by means of the enclosed envelope. If you
are present at the meeting and desire to vote in person, you may revoke the
proxy, and if you receive more than one proxy (because of different addresses
of stockholdings), please fill in and return each proxy to complete your
representation.
By order of the Board of Directors
Robert S. Wiggins
Chairman of the Board and
Chief Executive Officer
Clearwater, Florida
July 18, 1997
Enclosures
TECHNOLOGY RESEARCH CORPORATION
5250 140th Avenue North
Clearwater, Florida 34620
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 22, 1997
I. Solicitation and Revocation of Proxies
This Proxy Statement and accompanying form of proxy are being mailed on
or about July 18, 1997 in connection with the solicitation by the Board of
Directors of Technology Research Corporation, a Florida corporation (the
"Company") of proxies to be used at the Annual Meeting of Shareholders, to be
held on August 22, 1997 at 2:30 P.M. Eastern Daylight Savings Time, at the
Summit Conference Center, 13575 58th Street North, Clearwater, Florida (Rubin
Icot Center, Ulmerton Road) (the "Annual Meeting"), and at any and all
adjournments thereof, for the purposes set forth in the accompanying notice
of said meeting, dated July 18, 1997.
As this solicitation is being made exclusively by the Board of Directors
of the Company, any costs incurred in connection therewith will be borne by
the Company. Brokerage houses and other nominees of record will be requested
to forward all proxy solicitation material to the beneficial owners, and their
expenses in such regard will also be paid by the Company. All proxies are
being solicited by mail in the accompanying form, but further solicitation
following the original mailing may be made by Board representatives or agents
by telephone, telegraph or personal contact with certain shareholders.
Execution of the enclosed proxy will not affect a shareholder's right to
attend the meeting and vote in person. A shareholder giving a proxy may revoke
it at any time before exercise, by either notifying the Secretary of the
Company of its revocation, submitting a substitute proxy dated subsequent to
the initial one or attending the Annual Meeting and voting in person.
All properly executed proxy cards delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. If no specific instructions are given with regard to the
matters to be voted upon, the shares represented by a signed proxy card will be
voted FOR the election of the nominees listed below under the caption "Election
of Directors", FOR the ratification of the appointment of KPMG Peat Marwick LLP
as the Company's independent accountants, and if any other matters properly
come before the Annual Meeting, the persons named as Proxies will vote upon
such matters according to their best judgment.
A proxy card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE
ACCOMPANYING ENVELOPE.
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A copy of the 1997 Annual Report to Stockholders, which includes the
Company's Consolidated Financial Statements for the fiscal year ended
March 31, 1997, has been mailed with this Proxy Statement to all Stockholders
entitled to vote at the Annual Meeting.
II. Voting Securities and Principal Holders Thereof
Only shareholders of record at the close of business on July 7, 1997 will
be entitled to vote at the Annual Meeting. At the close of business on such
record date, there were issued and outstanding 5,332,571 shares of the
Company's common stock, $.51 par value per share (the "Common Stock"), each of
which is entitled to one vote. There are no other classes of voting stock
issued and outstanding. The presence, in person or by proxy, of a majority of
the outstanding shares of Common Stock of the Company is necessary to
constitute a quorum at the Annual Meeting. The affirmative vote of the holders
of a majority of the shares of Common Stock represented in person or by proxy
at the Annual Meeting is required to (i) elect directors and (ii) ratify the
appointment of KPMG Peat Marwick LLP as the Company's independent certified
public accountants for the year ending March 31, 1998.
The following table enumerates, as of July 7, 1997, the name, address,
position with the Company, if any, and ownership, both by numerical holding and
percentage interest, of the beneficial owners of more than five percent of the
Company's outstanding Common Stock, of the directors of the Company,
individually, by each of the five most highly compensated executive officers of
the Company and of its directors and executive officers as a group:
Name, Position and Address Shares Percentage
of Beneficial Owner Beneficially Owned (1) of Class
Robert S. Wiggins, Director (2) 172,304 3.2%
1850 Jessica Road
Clearwater, FL 34625
Raymond H. Legatti, Director (2) 122,305 2.3%
1567 Alexander Road
Clearwater, FL 34616
Raymond B. Wood, Director (2) 171,638 3.2%
1513 Beverly Drive
Clearwater, FL 34616
Edmund F. Murphy, Jr., Director (2) 34,668 0.6
50 Coe Road, #126
Belleair, FL 34616
Jerry T. Kendall, Director (2) 9,001 0.2
520 Brightwaters Blvd.
St. Petersburg, FL 33704
Scott J. Loucks, Officer (2) 11,523 0.2
1825 Barcelona Drive
Dunedin, FL 34698
All directors and officers (2) 521,439 9.5%
as a group (6 persons)
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Footnotes:
(1) For purposes of this table, a person or group of persons is deemed to be
the "beneficial owner" of any shares that such person has the right to acquire
within 60 days following July 7, 1997. For purposes of computing the
percentage of outstanding shares held by each person or group of persons named
above on a given date, any security that such person or persons has the right
to acquire within 60 days following July 7, 1997 is deemed to be outstanding,
but is not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Includes the following shares subject to currently exercisable options
held by Messrs. Wiggins (32,144), Legatti (44,171), Wood (49,979), Murphy
(13,334), Kendall (8,334) and Loucks(4,467).
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III. Election of Directors
A. Number and Composition of the Board of Directors. The By-Laws of the
Company provide that its Board of Directors shall consist of not less than
three members and may be composed of such higher number, as may be fixed from
time to time by action of the Board of Directors or of the shareholders. The
Board recommends that the exact number of directors not be determined by
shareholder action, thus permitting the Board to increase or decrease the
number of directors during the year and to fill any vacancy as it deems
advisable to do so. The Board is currently comprised of five members. All
five members of the Board of Directors will be elected at the 1997 Annual
Meeting.
B. Meetings and Committees of the Board. The Board of Directors has not
appointed a standing nominating committee. Nominees for election to the Board
are selected by the incumbent board at a regular meeting thereof. With the
exception of an Audit and Compensation Committee, no other standing Board
Committee has been formed as of the present time. Each of the incumbent
nominees for election to the Board has attended at least 75% of the aggregate
number of total meetings of the Board, and of total meetings of each committee
of which he is a member, which have been held during the last year. During the
Company's most recent fiscal year, ended March 31, 1997, the Board of Directors
of the Company held six Board meetings. The Audit and Compensation Committees
each held two meetings during the fiscal year. Messrs. Murphy and Kendall are
the members of the Audit and Compensation Committees.
Audit Committee. The Audit Committee has the principal function of
reviewing the adequacy of the Company's internal system of accounting controls,
conferring with the independent auditors, recommending to the Board of
Directors the appointment of independent auditors and considering other
appropriate matters regarding the financial affairs of the Company.
Compensation Committee. The Compensation Committee makes
recommendations to the Board with respect to compensation and grants of stock
options to management employees. In addition, the Compensation Committee
administers plans and programs relating to benefits, incentives, stock options
and compensation of the Company's Chief Executive Officer and other executive
officers. Non-qualified stock options which are granted to the members of the
Compensation Committee are recommended by the Chief Executive Officer and
approved by the Board of Directors.
C. Information Concerning Nominees. Unless authority is withheld as to
the Board designated nominees, the shares represented by Board of Directors
proxies properly executed and timely received will be voted for the election as
Director of the nominees named below, individuals who presently serve as
Directors of the Company. If such nominees cease to be a candidate for
election for any reason, the proxy will be voted for a substitute nominee
designated by the Board of Directors. The Board has no reason to believe the
nominees will be unavailable to serve if elected. Board members owning shares
of Common Stock intend to either be present and vote their shares in favor of
the nominees listed below or give their proxy in support of such nominees. The
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nominees listed below, if elected, will serve a one-year term, expiring on the
date of the annual meeting of shareholders in 1998. Certain information with
respect to each nominee is hereafter set forth:
Year
Name Age Position First Elected
Robert S. Wiggins 67 Director, Chairman of the 1988
Board, Chief Executive
Officer
Raymond H. Legatti 65 Director and President 1981
Raymond B. Wood 62 Director and Senior 1981
Vice President Government
Operations and Marketing
Edmund F. Murphy, Jr. 68 Director 1988
Jerry T. Kendall 54 Director 1994
ROBERT S. WIGGINS, age 67, has been Chairman of the Board, Chief Executive
officer and Director of the Company since March 1988. From 1974 to 1987,
he was Chairman, Chief Executive Officer and President of Paradyne Corporation,
Largo, Florida, a data communications company. Mr. Wiggins served as a
consultant for Paradyne from 1987 to March 1988. In addition, he spent three
years with GTE Information Systems Division as a Vice President and 13 years in
various sales and product development managerial positions with IBM
Corporation.
RAYMOND H. LEGATTI, age 65, has been President of the Company and a member
of the Board since its founding in 1981. From 1980 to 1981, he served as
Corporate Director of Electronic Activity for Square D Company, whose offices
are located in Palatine, Illinois. From 1978 to 1980, he served as Manager of
Square D operations in Clearwater, Florida. From 1975 to 1978, he served as
President of Electromagnetic Industries, Inc., a subsidiary of Square D
Company. During the prior 20 years, he was Vice President of Engineering,
Director and General Manager of the Electronics Division of Electromagnetic
Industries, Inc. which was acquired by Square D Company in 1974. He has served
on the Board of Directors of the Building Equipment Division of the National
Electrical Manufacturers Association ("NEMA") and was the Technical
Representative for NEMA on the National Fire Prevention Association's Committee
for Standards for Anesthetizing Locations. He has served as Chairman of the
Ground Fault and Health Care sections of NEMA. Mr. Legatti was appointed as
Technical Advisor to the United States National Committee of the International
Electrotechnical Commission ("IEC") (which establishes International Electrical
Standards) SC23E for GFCI technology and also is Chairman of the U.S. Technical
advisory groups for IEC SC23E/WG2 and WG7, and serves as the expert delegate
on several IEC committees representing the USA. Mr. Legatti is also Chairman
of IEC 23E/WG7 Committee for Protective Devices
-5-
for Battery Powered Vehicles. Mr. Legatti serves on the NEMA Electric Vehicle
Council, and Mr. Legatti is also NEMA representative on the Electric Power
Research Institute ("EPRI") Electric Vehicle Infrastructure Working Council
("IWC"); Health and Safety and Personnel Protection Committees, and also serves
as liaison representative between the IWC and the TFC, and is a Member of the
Task Group for the U. S. Consumer Products Safety Commission Home Electrical
Systems Fire Project. Mr. Legatti also serves on the Underwriters Laboratories
Advisory Committee. Mr. Legatti, English-born and educated, has acquired
extensive management experience and expertise in the areas of electrical
control and measurement in various environments. His 25 separate United States
patents are applied in products in wide use in military engine generator
systems, hospital insulated electrical systems, and in electrical safety
products that protect against shock, electrocution and fires.
RAYMOND B. WOOD, age 62, has been a Director and Senior Vice President of
Government Operations and Marketing of the Company since its inception in 1981.
From 1974 to 1981, he was Manager of Engine Generator Component Marketing for
Square D Company. He was employed by Electromagnetic Industries, Inc. for 20
years prior to its acquisition by Square D Company. During this time, he held
the positions of General Manager of Electromagnetic Industries of Georgia,
Military Products Sales Manager, and Design and Project Engineer. Mr. Wood is
a charter member of the Electrical Generating Systems Marketing Association
("EGSMA") and is Chairman of the Government Liaison committee for that
organization. For the past 34 years, he has been involved in marketing and
product application concerning control and measurement of electrical power and
engine generator systems. During such 31-year period, Mr. Wood has had
extensive contact with the military procurement testing and qualification
locations, as well as with the prime contractors to the military. Mr. Wood is
frequently consulted on an informal basis for solutions to problems, such as
determining why engine generator sets are not functioning properly, by both the
military and prime contractors.
EDMUND F. MURPHY, JR., age 68, was appointed to membership on the Board of
Directors by action of the incumbent Board taken as of May 10, 1988. Since
1981, Mr. Murphy has functioned as the sole owner and Chief Executive of Murphy
Management Consultants, Inc., a Belleair, Florida based consulting firm
providing advice to emerging companies, particularly those engaged in the
manufacture and distribution of a proprietary product base. For the preceding
eight years he served as Senior Vice President of International Marketing for
Paradyne Corporation, a Largo, Florida based, publicly held distributor of data
communications equipment.
JERRY T. KENDALL, age 54, was appointed to Board of Director membership as
of March 3, 1994. From 1977 to 1987, he held management positions, including
Senior Vice President Sales, Executive Vice President and COO and President of
Paradyne Corporation. From 1988 to 1989 he was President of Lasergate Systems
and from 1990 to 1993 he was Senior Vice President of Security Tag Systems.
Mr. Kendall is presently Vice President of Sales and Service North American
Retail for Sensormatic Electronics Corporation in Deerfield Beach, Florida.
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IV. Executive officers of the Registrant
Name Age Position
Robert S. Wiggins 67 Chief Executive Officer,
Chairman of the Board
Raymond H. Legatti 65 President
Raymond B. Wood 62 Senior Vice President of
Government Operations and
Marketing
Scott J. Loucks 35 Vice President of Finance,
Chief Financial Officer
ROBERT S. WIGGINS, age 67, has served as Chairman of the Board, Chief Executive
Officer and Director since March 1988. Additional biographical data on Mr.
Wiggins may be found in Section III above.
RAYMOND H. LEGATTI, age 65, served as the Company's President since the
Company's inception in 1981. Additional biographical data on Mr. Legatti may
be found in Section III above.
RAYMOND B. WOOD, age 62, has served as the Senior Vice President of Government
Operations and Marketing since the Company's inception in 1981. Additional
biographical data on Mr. Wood may be found in Section III above.
SCOTT J. LOUCKS, age 35, has served the Company in various capacities since
March of 1985. Mr. Loucks performed the duties of Information Systems Manager
for 4 years, of Controller for 8 years and of Vice President of Finance and
Chief Financial Officer since August 22, 1996. Mr. Loucks has a Bachelor of
Science Degree in computer science and a Minor Degree in mathematics from
Florida State University.
V. Ratification of Selection of Independent Auditors
The Company's Board of Directors has selected the independent certified
public accounting firm of KPMG Peat Marwick LLP to perform audit and related
functions with respect to the Company's accounts for its fiscal year ending
March 31, 1998. This is the fourteenth year that the firm has been selected to
perform these services for the Company.
The Board recommends ratification of its selection of KPMG Peat Marwick
LLP as the Company's auditors. Should its selection be ratified, the Board
reserves the right to discharge and replace such firm of auditors without
further shareholder approval if it deems such a change to be in the best
interests of the Company.
One or more representatives of KPMG Peat Marwick LLP may be in attendance
at the forthcoming annual shareholder meeting to respond to any appropriate
questions which may be raised by shareholders and to make any statement which
they may care to address to the attending shareholders.
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VI. Executive Compensation
The tables that follow set forth for the years ended March 31, 1995, 1996
and 1997 all compensation paid to the Company's Chairman of the Board and Chief
Executive Officer and each of the other four most highly compensated executive
officers of the Company whose compensation exceeds $100,000. These tables
include a Summary Compensation Table, Option Grants and Aggregated Option
Exercises and Option Values table.
A. Summary Compensation Table
Long-Term
Annual Compensation (2)
Compensation (1) Awards
Name and Principal Stock All Other
Position Year Salary($) Bonus Options (#) Compensation($)
Robert S. Wiggins 1997 225,000 -0- -0- 300 (3)
Chairman of the 1996 225,000 -0- -0- 250 (3)
Board and CEO 1995 210,417 -0- 8,334 200 (3)
Raymond H. Legatti 1997 108,900 -0- 2,500 300 (3)
President 1996 106,425 -0- 1,700 250 (3)
1995 99,000 -0- 2,500 200 (3)
(1) The column for "Other Annual Compensation" has been omitted because there
is no compensation required to be reported in such column. The aggregate
amount of perquisites and other personal benefits provided to the Company's
Chairman of the Board and other named executives did not exceed the lesser of
$50,000 or 10% of the total of annual salary and bonus of such officer.
(2) The columns "Restricted Stock Award" and "LTIP Payouts" have been deleted
because the Company does not currently offer either type of awards.
(3) The amount indicated consists of a matching contributions made by the
Company to its 401(k) Profit Sharing Plan.
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B. Stock Option Grants
The following table discloses, for the Company's Chairman of the Board and
the other named executives, any grants of stock options made by the Company
during the fiscal year ended March 31, 1997.
Option Grants
in the Fiscal Year Ended March 31, 1997
Individual Grant
Number of Percent of
Securities Total Options
Underlying Granted to
Option Employees in Exercise Expiration
Name Granted Fiscal Year Price Date
Robert S. Wiggins -0-
Raymond H. Legatti 2,500 (1) 0.54% $4.375 (2) October 28,
2006
(1) Mr. Legatti was granted an incentive stock option on October 28, 1996.
One third of such option shares may be exercised commencing one year after the
effective date of the grant, up to 66-2/3% of such shares become exercisable
commencing on the second anniversary date of the option grant, and 100% of such
shares become fully exercisable commencing on the third anniversary date of
such grant.
(2) The exercise price may be paid in cash, shares of Common Stock valued at
fair market value on the date of exercise or pursuant to a cashless exercise
procedure under which the optionee provides irrevocable instructions to a
brokerage firm to sell a portion of the exercised shares and remits to the
Company, out of the sale proceeds, an amount equal to the exercise price plus
all applicable withholding taxes.
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C. Aggregated Option Exercised
The following table discloses, for the Company's Chairman of the Board and
the other named executives, the number of options exercised, the number of
unexercised options, and the value of those unexercised options for the fiscal
year ended March 31, 1997.
Aggregated Option Exercises in Fiscal Year Ended
March 31, 1997 and Fiscal Year-End Option Values
Value of
Unexercised
Number of In-the-
Unexercised Money
Options at Options at
Fiscal Year- Fiscal Year-
End (#) End ($) (2)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($)(1)Unexercisable Unexercisable
Robert S. Wiggins -0- -0- 32,144/ 95,093/0 (3)
8,334
Raymond H. Legatti -0- -0- 44,171/ 97,765/0 (3)
3,067
(1) An individual option holder, upon exercise of an option, does not receive
cash equal to the amount set forth in the Value Realized column of this table.
The amount set forth above reflects the increase in the price of the Company's
Common Stock from the date of grant to the price of the Company's Common Stock
on the option exercise date (i.e. $4.125 per share on March 31, 1997),
multiplied by the applicable number of options. No cash is realized until the
shares received upon exercise of an option are sold.
(2) Options are "in-the-money" at the fiscal year end if the fair market value
of the underlying securities on such date exceeds the exercise price of the
option.
(3) These amounts represent the difference between the exercise price of such
stock options and the closing price of the Company's stock on March 31, 1997.
D. Director Compensation
Although from time to time the Company has granted non-qualified stock
options and, in some instances, incentive stock options to certain Directors,
no cash compensation or fees for attending meetings of the Board are paid to
Directors.
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VII. Proposals of Security Holders
Proposals of Security Holders intended to be presented at the Annual
Meeting of Shareholders of the Company to be held in August 1998, in order to
be included in the Company's proxy statement and form of proxy relating to such
meeting, must be received by the Company, at its executive offices, not later
than March 1, 1998.
VIII. Vote Required
A bare majority (2,666,286 shares) of the Company's outstanding common
capital stock will be necessary to constitute a quorum for the transaction of
business at the annual meeting, and each issue to be presented to the
shareholders for action will require the vote of a majority of the shares
represented at the meeting, either in person or by valid proxy. Because
members of the Board of Directors currently are deemed to beneficially own
521,439 of the Company's 5,332,571 shares of outstanding common stock, (9.5%),
approval of the Board's nominees for the Board of Directors and approval of
other actions recommended in this proxy are probable but are not assured.
IX. Compliance with Section 16(a) of The Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the Company's officers and directors, and persons who own more than ten
per cent of a registered class of the Company's Common Stock, file initial
statements of beneficial ownership (Form 3), and statements of changes in
beneficial ownership (Forms 4 or 5), of Common Stock and other equity
securities of the Company with the Securities and Exchange Commission ("SEC").
Officers, directors and greater than ten per cent shareholders are required by
SEC regulations to furnish the Company with copies of all such forms they file.
To the best of the Company's knowledge and belief, based solely on its
review of the copies of such forms received that include written
representations from certain reporting persons that no additional forms were
required to be filed by such persons, the Company believes that all filing
requirements applicable to its officers, directors and greater than ten per
cent beneficial owners were complied with during the recent fiscal year.
X. Other Matters
The management has no information that any other matter will be brought
before the Annual Meeting. If, however, other matters are presented, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy in accordance with their best judgment, discretionary authority to do so
being included in the proxy.
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XI. Requests for Copies of Form 10-K
THE COMPANY WILL MAIL, WITHOUT CHARGE, TO ANY SHAREHOLDER OF RECORD OF COMMON
STOCK AS OF JULY 7, 1997, AND UPON WRITTEN REQUEST, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10K, INCLUDING CONSOLIDATED FINANCIAL STATEMENTS,
SCHEDULES, AND LISTS DESCRIBING ALL EXHIBITS THERETO. REQUESTS SHOULD BE
ADDRESSED TO:
TECHNOLOGY RESEARCH CORPORATION
5250 140th AVENUE NORTH
CLEARWATER, FLORIDA 34620
ATTENTION: SCOTT J. LOUCKS
SUCH INFORMATION SHALL ALSO BE MAILED TO ANY REQUESTING INDIVIDUAL NOT A
SHAREHOLDER OF RECORD WHO REPRESENTS IN WRITING THAT HE IS A BENEFICIAL OWNER
OF THE CORPORATION'S COMMON STOCK AS OF JULY 7, 1997.
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TECHNOLOGY RESEARCH CORPORATION
APPENDIX A - PROXY CARD
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS-TO BE HELD AUGUST 22, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Each of the undersigned, as the owner(s) as of July 7, 1997 of common stock of
Technology Research Corporation, a Florida corporation(the "Company") hereby
appoints Robert S. Wiggins, Chairman of the Board and Scott J. Loucks, Chief
Financial Officer, and each of them, jointly and severally, as attorney-in-fact
and proxy, each with full power of substitution for the limited purpose of
voting all shares of the common stock owned by the undersigned at the Annual
Meeting of Shareholders of the Company to be held at The Summit Conference
Center, 13575 58th Street, North, Clearwater, Florida(Rubin Icot Center,
Ulmerton Road) at 2:30 P.M., Eastern Daylight Savings Time, August 22, 1997,
and at any adjournments thereof, but only in accordance with the following
instructions:
If you are unable to attend the meeting personally, the Board of Directors
requests that you complete and mail the proxy to insure adequate shareholder
representations at the Meeting. As this proxy is being solicited by the Board
of Directors, you are encouraged to contact any member of the incumbent Board
if you have any question concerning this proxy or the matters referenced
herein.
(Continued on reverse side)
<TABLE>
<S> <C> <C>
1. Election of Directors Nominees: Robert S. Wiggins, Raymond H. Legatti, 2. Approval of KPMG Peat Marwick LLP,
Raymond B. Wood, Edmund F. Murphy, Jr., Certified Public Accountants, as
FOR all WITHHOLD Jerry T. Kendall independent auditors of the company
nominees listed AUTHORITY for operating year ending March 31,
1998
to the right to vote for all (Instruction: To withhold authority to vote
(except as marked nominees listed for any individual nominee listed above,
to the contrary) to the right strike a line through the nominee's name FOR AGAINST ABSTAIN
___ ___ ___ ___ ___
3. In accordance with their best This proxy, when properly executed, will
judgment on any other matter be voted in the manner directed herein by
that may properly be voted the undersigned shareholder(s). If none
upon at the meeting. of the choices specified in Proposals
1 and 2 shall be marked, the name proxy
is authorized and directed to vote FOR
the proposals as described therein and
in accordance with that certain Proxy
Statement dated July 18, 1997
Dated: _____________________________, 1997
__________________________________________
(Signature)
__________________________________________
(Printed Name)
If signing in a fiduciary or representative
capacity, please give full title as such.
If signing as a corporate officer, please
give your title and full name of the
corporation; or if ownership is in more
than one name, each additional owner should
sign.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
