SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Technology Research Corporation
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TECHNOLOGY RESEARCH CORPORATION
Notice of Annual Meeting to Shareholders
to be held August 26, 1999
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 26, 1999, at 2:30 P.M. local time, at the Summit
Conference Center, 13575 58th Street North (Rubin Icot Center, Ulmerton Road),
Clearwater, Florida, for the following purposes:
1. To elect seven 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 LLP, Certified Public Accountants, as independent auditors
of the Company for its fiscal year ending March 31, 2000.
3. To consider and act upon the proposal submitted by the Heartland
Advisors, Inc. to amend the Bylaws of the Company to provide for a
mandatory retirement policy for all members of the Board of Directors
at the age of 70.
4. 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 16, 1999
Enclosures
TECHNOLOGY RESEARCH CORPORATION
5250 140th Avenue North
Clearwater, Florida 33760
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 26, 1999
I. Solicitation and Revocation of Proxies
This Proxy Statement and accompanying form of proxy are being mailed on
or about July 16, 1999 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 26, 1999 at 2:30 P.M. local 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 16, 1999.
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 LLP as the
Company's independent accountants, AGAINST the proposal submitted by the
Heartland Advisors, Inc. to amend the Bylaws of the Company to provide for a
mandatory retirement policy for all members of the Board of Directors at the
age of 70, 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.
A copy of the 1999 Annual Report to Stockholders, which includes the
Company's Form 10-K for the fiscal year ended March 31, 1999, has been mailed
with this Proxy Statement to all Stockholders entitled to vote at the Annual
Meeting.
-1-
II. Voting Securities and Principal Holders Thereof
Only shareholders of record at the close of business on July 9, 1999 will
be entitled to vote at the Annual Meeting. At the close of business on such
record date, there were issued and outstanding 5,455,756 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, (ii) ratify the
appointment of KPMG LLP as the Company's independent certified public
accountants for the year ending March 31, 2000 and (iii) consider and act upon
the proposal submitted by the Heartland Advisors, Inc. to amend the Bylaws of
the Company to provide for a mandatory retirement policy for all members of the
Board of Directors at the age of 70.
The following table enumerates, as of July 9, 1999, the name, address,
position with the Company, if any, and ownership, both by numerical holding and
percentage interest, of the beneficial owners by (i) each person known to the
Company as having beneficial ownership of more than five percent (5%) of the
Company's equity securities, (ii) each Director, (iii) each "named executive
officer" (as defined in Item 402(a) (3) of Regulation S-K under the Securities
Exchange Act of 1934 (the "1934 Act") ("Named Executive Officer")), and (iv)
all Directors and Executive Officers of the Company as a group:
Name, Position and Address Shares Percentage
of Beneficial Owner Beneficially Owned (1) of Class
- -------------------------- ------------------ ----------
Robert S. Wiggins, 194,304 3.6%
Chairman of the Board,
Chief Executive Officer
and Director
Raymond H. Legatti, (2) 141,172 2.6%
President and Director
Raymond B. Wood, (2) 166,731 3.1%
Senior Vice President
and Director
Gerry Chastelet, (2) 5,000 0.1%
Director
Russell Cleveland, (2) 106,000 1.9%
Director
Edmund F. Murphy, Jr., (2) 22,568 0.4%
Director
Martin L. Poad, (2) 5,000 0.1%
Director
-2-
Scott J. Loucks, (2) 7,056 0.1%
Vice President and
Chief Financial Officer
All directors and officers (2) 647,831 11.8%
as a group (8 persons)
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 9, 1999. 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 9, 1999 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. Chastelet (5,000), Cleveland (5,000), Murphy (18,334) and
Poad (5,000).
-3-
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 seven members. All
seven members of the Board of Directors will stand for election at the 1999
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, who have served for a full year, 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, 1999, the Board of Directors of the Company held five Board
meetings. The Audit and Compensation Committees each held two meetings during
the fiscal year. Messrs. Chastelet, Cleveland, Murphy and Poad 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
nominees listed below, if elected, will serve a one-year term, expiring on the
date of the annual meeting of shareholders in 2000. Certain information with
respect to each nominee is hereafter set forth:
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Year
Name Age Position First Elected
- ---- --- -------- -------------
Robert S. Wiggins 69 Director, Chairman of the 1988
Board, Chief Executive
Officer
Raymond H. Legatti 67 Director and President 1981
Raymond B. Wood 64 Director and Senior Vice 1981
President of Government
Operations and Marketing
Gerry Chastelet 52 Director 1999
Russell Cleveland 60 Director 1999
Edmund F. Murphy, Jr. 70 Director 1988
Martin L. Poad 59 Director 1998
ROBERT S. WIGGINS, 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, a founder of the Company, 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 for Battery Powered Vehicles. Mr. Legatti serves on the NEMA Electric
Vehicle Council; is a NEMA representative on the Electric Power Research
Institute ("EPRI"); is on the Electric Vehicle Infrastructure Working Council
("IWC"); is on Health and Safety and Personnel Protection Committees; serves as
-5-
a liaison representative between the IWC and the IEC; is a Member of the Task
Group for the U. S. Consumer Products Safety Commission Home Electrical Systems
Fire Project; is a Member of the Society of Automotive Engineers; and is a
Fellow of the Institution of Incorporated Executive Engineers. 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 prevent fires and protect
against electrocution and electrical shock.
RAYMOND B. WOOD, a founder of the Company, has been a Director, 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 position of General Manager of Electromagnetic
Industries of Georgia Inc., the systems manufacturing plant for military
products such as diesel generating systems, generators, controls, semi-
trailers, etc. Previous assignments were Project and Design Engineer for
military products produced by the Electromagnetic Industries Inc. Mr. Wood is
a charter member of the industries association, Electrical Generating Systems
Association ("EGSA"), has served on their Board of Directors and has been the
Chairman of the Government Liaison Committee for the last 25 years. Mr. Wood
is also a member of the U.S. Naval Institute. For over 40 years, he has been
involved in design, manufacture and qualification conformance evaluation for
listing by D.O.D., marketing and product application concerning control and
measurement of electric power for Mobile Ground Power Military Engine Generator
Systems, and electrical power controls for Naval Shipboard and Military Armored
Tracked Vehicle application. During such period, Mr. Wood has had extensive
contact with the military procurement, contract administration, engineering and
test qualifying locations, as well as with the government prime contractors to
the Department of Defense. Mr. Wood has served on numerous Ad-Hoc committees
for military engine generator specification review requirements and is
frequently consulted for solutions to problems encountered with military engine
generator systems by both the military and prime contractors to the Department
of Defense.
GERRY CHASTELET, was appointed to membership on the Board of Directors
by action of the incumbent Board taken as of March 31, 1999 as part of the
expansion of the Company's Board membership. Mr. Chastelet is President, Chief
Executive Officer and a Director of Digital Lightwave, Inc., a leading provider
of optical network test and management products. Mr. Chastelet is also
currently a director of Waverider Communications, Inc. From December 1995 to
October 1998, Mr. Chastelet was President, Chief Executive Officer and a
Director of Wandel & Goltermann Technologies, Inc., a $60 million global
supplier of communications test and measurement equipment. Prior to joining
Wandel & Goltermann, Mr. Chastelet was Vice President of Sales, Marketing and
Service - Americas and Asia Pacific for Network Systems Corporation. He also
held senior management positions with Gandalf Systems Corporation and Paradyne
Corporation. He spent 15 years with the IBM Corporation in various sales,
service, marketing and management positions. Mr. Chastelet has a degree in
Electronic Engineering from Devry Institute of Technology and is a graduate of
the University of Toronto Executive MBA Program.
-6-
RUSSELL CLEVELAND, was appointed to membership on the Board of Directors by
action of the incumbent Board taken as of March 31, 1999 as part of the
expansion of the Company's Board membership. Mr. Cleveland is the principal
founder and majority shareholder of Renaissance Capital Group, Inc., a company
that provides capital to emerging publicly owned companies. Mr. Cleveland is
a graduate of the University of Pennsylvania, Wharton School of Finance and
Commerce. He is a Charted Financial Analyst who has specialized in investing
in emerging growth companies for over 35 years. He has served as President of
the Dallas Association of Investment Analysts and his background includes
executive positions with regional brokerage firms. He was a contributing
editor of Texas Business Magazine and is a co-author of the book, "Money
Grows in Texas" and has been quoted in a number of national publications.
Mr. Cleveland currently serves as President of the Managing General Partner
of Renaissance Capital Partners, Ltd., President and Director of Renaissance
Capital Growth & Income Fund III, Inc. (NASDAQ), and a Director of Renaissance
US Growth and Income Trust PLC, which is traded on the London exchange.
Mr. Cleveland also currently serves as a Director of Danzer Corporation,
Feminique, Inc., Tutogen Medical, Inc., Bentley Pharmaceuticals, Inc. and
Benz Energy, Ltd.
EDMUND F. MURPHY, JR., 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.
MARTIN L. POAD, was appointed to membership on the Board of Director by
action of the incumbent Board taken as of November 19, 1998. Mr. Poad is the
founder, Chairman and Chief Executive Officer of Interlink Communication
Systems, Inc.(ICS), a value-added distribution company for data communications
equipment and internetworking products. Mr. Poad has significant expertise in
using the Internet for market development and on-line commerce. ICS has one
of the most complete web sites on the Internet. Prior to founding ICS,
Mr. Poad had been with the IBM Corporation for 19 years in various sales and
senior management positions. He held a number of senior management positions
with Paradyne Corporation and AT&T Paradyne, including Vice President of
Distribution. Mr. Poad is a graduate of Carnegie-Mellon University, majoring
in industrial management with a minor in mechanical engineering.
IV. Executive officers of the Registrant
Name Age Position
- ---- --- --------
Robert S. Wiggins 69 Chief Executive Officer,
Chairman of the Board
Raymond H. Legatti 67 President
Raymond B. Wood 64 Senior Vice President of Government
Operations and Marketing
Scott J. Loucks 37 Vice President of Finance,
Chief Financial Officer
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ROBERT S. WIGGINS, 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, 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, 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, has served the Company in various capacities since March
of 1985. Mr. Loucks performed the duties of Information Technology 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 LLP to perform audit and related functions with
respect to the Company's accounts for its fiscal year ending March 31, 2000.
This is the sixteenth year that the firm has been selected to perform these
services for the Company.
The Board recommends ratification of its selection of KPMG 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 LLP will 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.
VI. Mandatory Retirement Proposal
The Company is not responsible for the following proposal and supporting
statement or the contents therein.
On March 9, 1999, Heartland Advisors, Inc., located at 790 North
Milwaukee Street, Milwaukee, WI 53202, submitted an affidavit and Schedule 13G
in support of their beneficial ownership in the Company's common stock of
500,000 shares or approximately 9%, and pursuant to Rule 14a-8(a) submitted the
following proposal for consideration at the Company's 1999 Annual Meeting of
Shareholders:
Mandatory Retirement for Director Nominees at Age 70
----------------------------------------------------
RESOLVED, that the Bylaws of the Company be amended to provide for
a mandatory retirement policy for all members of the Board at age 70, and
further provide that if such policy is not adopted by the next regularly
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scheduled annual meeting of stockholders, the Company shall adopt,
commencing with directors to be elected at the 2000 annual meeting, that
the mandatory retirement age for all nominees of the Board of Directors
is set at age 70 and no person shall be deemed qualified for nomination
as a director whose term of office as a director shall extend past his or
her 70th birthday.
SUPPORTING STATEMENT
--------------------
Certain members of the Company's Board of Directors, including the
Chairman, may, if permitted, remain entrenched in their director
positions even though they may no longer be capable of approaching their
responsibilities with the vigor and flexible outlook demanded of an
effective Board member. In addition, the extended entrenchment of the
Board members makes it more difficult to introduce new members, with
fresh ideas and innovations to the Board of Directors. The imposition of
a maximum age limit on nominees for election as Company directors will
not only reduce the possibility that a director's age will adversely
affect his or her ability to serve the Company, but will also facilitate
periodic changes in the composition of the Board that will help to bring
new ideas and approaches to bear on Company issues.
This proposal is designed to provide that vigorous, energetic and
innovative personnel can be brought into director positions and similar
proposals have been previously adopted by numerous public corporations.
Accordingly, Heartland Advisors Inc. requests, "Please vote "FOR"
this proposal."
STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL
---------------------------------------------------
The Company believes that having a superior Board is imperative at
all times, but is particularly essential during more difficult times, when
Board experience can provide the stability and know-how to allow the
Company to develop and carry out its complex strategic plans. Prohibiting
an eminently qualified person from serving as a Director for the sole
reason the he or she has attained the age of 70 is as counterproductive as
any other broad objective limitation on management personnel. As the
United States government and various state governments have recognized in
the passage of multiple laws prohibiting age-related discrimination, the
establishment of an arbitrary mandatory retirement age is not supported
by science or by common experience. It is the Company's position that the
passage of the amendment to the Company's Bylaws would be a disservice to
both the Company and to its stockholders, because such a policy ignores
the experiences, qualifications, abilities, and expertise of individual
Directors. Additionally, the process whereby the most qualified persons
are nominated to serve on the Company's Board of Directors, and then are
elected or not elected as Directors by the stockholders of the Company is
at the heart of democratic corporate government. It is the stockholders,
by and through this democratic process, who should determine the
composition of the Company's Board. The Board of Directors has recently
expanded the Board from a five member Board to a seven member Board. The
Board has appointed an outside Director to fill one Board vacancy and has
nominated two new outside Directors to fill the new Board positions.
-9-
Assuming these Directors are elected by the stockholders of the Company at
the annual meeting, the new Board of Directors will be comprised of four
outside Directors and three inside Directors. It is this freedom in
nomination and election that is the best way to assure that the Company is
managed by a first-rate Board and not through the implementation of a
mandatory retirement policy for Directors who have reached the age of 70.
Finally, the Company's legal counsel has advised it that under
certain conditions Directors are protected under the discrimination
laws from age discrimination. Based on this research, the Company is
concerned that implementation of the proposed amendment may violate age
discrimination laws at both the state and federal level and potentially
expose it to civil liability and to actions by state and federal
enforcement agencies.
Accordingly, the Board recommends a vote "AGAINST" this proposal.
VII. Executive Compensation
The tables that follow set forth for the years ended March 31, 1997, 1998
and 1999 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 $100,000, of which the
Company had two. These tables include a Summary Compensation Table, Option
Grants and Aggregated Option Exercises and Option Values table.
A. Summary Compensation Table
Long-Term
Annual Compensation (2)
Compensation (1) Awards
------------ ------
Name and Principal Stock All Other
Position Year Salary($) Bonus Options (#) Compensation($)
- ------------------ ---- --------- ----- ----------- ---------------
Robert S. Wiggins 1999 225,000 -0- -0- 300 (3)
Chairman of the 1998 225,000 -0- -0- 300 (3)
Board and CEO 1997 225,000 -0- -0- 300 (3)
Raymond H. Legatti 1999 112,925 -0- -0- 300 (3)
President 1998 108,900 -0- -0- 300 (3)
1997 108,900 -0- 2,500 300 (3)
Raymond B. Wood 1999 100,352 -0- -0- 300 (3)
Senior Vice President 1998 92,136 10,000 -0- 300 (3)
1997 92,136 -0- 2,500 300 (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 each of the
Company's Chairman of the Board and other named executives did not exceed the
lesser of $50,000 or 10% of the total of annual salary and bonus of such
officer.
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(2) The columns "Restricted Stock Award" and "LTIP Payouts" have been deleted
because the Company does not currently offer either type of awards.
(3) The amount indicated consists of a matching contributions made by the
Company to its 401(k) Profit Sharing Plan.
B. Stock Option Grants
No stock options were granted to the Company's Chairman of the Board
or the other named executives of the Company during the fiscal year ended
March 31, 1999, except for those options that were canceled and re-issued
for the same number of shares at the market price on November 19, 1998.
C. Aggregated Option Exercised
The following table discloses, for the Company's Chairman of the Board and
the other named executives, the number of options exercised, the number of
unexercised options, and the value of those unexercised options for the fiscal
year ended March 31, 1999.
Aggregated Option Exercises in Fiscal Year Ended
March 31, 1999 and Fiscal Year-End Option Values
Value of
Unexercised
Number of In-the-
Unexercised Money
Options at Options at
Fiscal Year- Fiscal Year-
End (#) End ($) (2)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($)(1) Unexercisable Unexercisable
---- ----------- ----------- ------------- -------------
Robert S. Wiggins 32,144 (1,339) -0-/8,334 -0-/-0- (3)
Raymond H. Legatti 35,538 (8,849) -0-/11,700 -0-/-0- (3)
Raymond B. Wood 45,072 (11,223) -0-/11,700 -0-/-0- (3)
(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. $1.125 per share on March 31, 1999),
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, 1999.
-11-
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.
VIII. 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 2000, 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 19, 2000. Shareholders who intend to present a proposal at the 2000
Annual Meeting of shareholders without inclusion of such proposal in the
Company's proxy materials are required to provide notice of such proposal to
the Company no later than June 1, 2000.
IX. Vote Required
A bare majority (2,727,878 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. Members of
the Board of Directors currently are deemed to beneficially own 647,831 of the
Company's 5,455,756 shares of outstanding common stock, (11.8%), which will be
voted FOR the Board's nominees for the Board of Directors and approval of other
actions recommended in this proxy.
X. 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, except
with respect to two Form 4 filings of Mr. Murphy, Jr. which were late.
Specifically, on each of the dates, September 28, 1998 and October 23, 1998,
Mr. Murphy sold 1,000 shares of the Company's common stock which were recorded
on Form 4 filings on October 28, 1998 and November 16, 1998, respectively.
-12-
XI. 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.
XII. Requests for Copies of Form 10-K
THE COMPANY WILL MAIL, WITHOUT CHARGE, TO ANY SHAREHOLDER OF RECORD OF COMMON
STOCK AS OF JULY 9, 1999, AND UPON WRITTEN REQUEST, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, 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 33760
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 9, 1999.
A COPY OF THE COMPANY'S PUBLIC FILINGS, INCLUDING 10-Ks, 10-Qs AND PROXIES, CAN
ALSO BE SECURED FROM THE SECURITIES AND EXCHANGE COMMISSION'S "EDGAR" SYSTEM.
-13-
TECHNOLOGY RESEARCH CORPORATION
APPENDIX A - PROXY CARD
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS-TO BE HELD AUGUST 26, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Each of the undersigned, as the owner(s) as of July 9, 1999 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., local time, August 26, 1999, 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 LLP, Certified
Raymond B. Wood, Gerry Chastelet, Public Accountants, as independent
Russell Cleveland, Edmund F. Murphy, Jr., auditors of the company for operating
FOR all WITHHOLD Martin L. Poad year ending March 31, 2000
nominees listed AUTHORITY
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. Mandatory Retirement for Director 4. In accordance with their best This proxy, when properly executed, will
Nominees at Age 70. judgment on any other matter be voted in the manner directed herein by
that may properly be voted the undersigned shareholder(s). If none
FOR AGAINST ABSTAIN upon at the meeting. of the choices specified in any of the
Proposals 1, 2 or 3 shall be marked, the
___ ___ ___ named proxy is authorized and directed to
vote as described therein and in
accordance with that certain Proxy
Statement dated July 16, 1999
Dated: _____________________________, 1999
__________________________________________
(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>
