SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ X ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
MicroFrame, Inc.
------------------------------------------------
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
A. Title of each class of securities to which transaction applies:
B. Aggregate number of securities to which transaction applies:
C.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):
D.Proposed maximum aggregate value of transaction:
<PAGE>
E.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.
A. Amount Previously Paid:
B. Form, Schedule or Registration Statement No.:
C. Filing Party:
D. Date Filed:
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<PAGE>
MICROFRAME, INC.
21 Meridian Road
Edison, New Jersey 08820
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on September 15, 1998
To the Shareholders of MICROFRAME, INC.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders
(the "Meeting") of MicroFrame, Inc., a New Jersey corporation (the "Company"),
will be held at the offices of the Company, 21 Meridian Road, Edison, New Jersey
08820 on September 15, 1998, at 10:00 A.M. for the following purposes:
1. To elect a board of four (4) directors to serve until the next
annual meeting of shareholders and until their respective successors are duly
elected and qualified;
2. To ratify and approve the appointment of PricewaterhouseCoopers
LLP to serve as the Company' s independent accountants for the fiscal year
ending March 31, 1999; and
3. To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Management is aware of no other business
which will come before the Meeting.
The Board of Directors has fixed the close of business on August 10,
1998 as the record date for the determination of shareholders entitled to notice
of and to vote at the Meeting or any adjournment or postponement thereof.
Holders of a majority of the outstanding shares must be present in person or by
proxy in order for the Meeting to be held.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. YOU ARE
URGED TO SIGN, DATE AND OTHERWISE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON IF YOU WISH TO DO
SO, EVEN IF YOU HAVE SIGNED AND RETURNED YOUR PROXY CARD.
By Order of the Board of Directors,
/s/ Michael Radomsky
-------------------------------------
Michael Radomsky, Secretary
Edison, New Jersey
August 17, 1998
IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM
BE COMPLETED AND RETURNED PROMPTLY
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<PAGE>
MICROFRAME, INC.
21 Meridian Road
Edison, New Jersey 08820
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
September 15, 1998
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
by the board of directors ("Board of Directors" or "the Board") of MicroFrame,
Inc., a New Jersey corporation (the "Company"), of proxies to be voted at the
Annual Meeting of Shareholders of the Company to be held on September 15, 1998
(the "Meeting"), at 10:00 A.M. at 21 Meridian Road, Edison, New Jersey 08820 and
at any adjournment or postponement thereof.
A form of proxy is enclosed for use at the Meeting. The proxy may be
revoked by a shareholder at any time before it is voted by execution of a proxy
bearing a later date or by written notice to the Secretary before the Meeting,
and any shareholder present at the Meeting may revoke his or her proxy at the
Meeting and vote in person if he or she desires. When such proxy is properly
executed and returned, the shares it represents will be voted at the Meeting in
accordance with any instructions noted thereon. If no direction is indicated,
all shares represented by valid proxies received pursuant to this solicitation
(and not revoked prior to exercise) will be voted (i) for the election of the
nominees for director named in this Proxy Statement, (ii) for ratification and
approval of the appointment of PricewaterhouseCoopers LLP to serve as the
Company's independent accountants for the fiscal year ending March 31, 1999 and
(iii) in accordance with the judgment of the persons named in the proxy as to
such other matters as may properly come before the Meeting and any adjournment
or postponement thereof.
The cost for soliciting proxies on behalf of the Board of Directors
will be borne by the Company. In addition to solicitation by mail, proxies may
be solicited in person or by telephone, telefax or cable by personnel of the
Company who will not receive any additional compensation for such solicitation.
The Company may reimburse brokers or other persons holding stock in their names
or the names of their nominees for the expenses of forwarding soliciting
material to their principals and obtaining their proxies. This Proxy Statement
and the accompanying form of proxy will be first mailed to shareholders on or
about August 17, 1998.
The close of business on August 10, 1998 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Meeting. On that
<PAGE>
date there were 5,346,880 shares of common stock, par value $.001 per share, of
the Company ("Common Stock") outstanding. Each share entitles the holder thereof
to one vote and a vote of a majority of the shares present, or represented, and
entitled to vote at the Meeting is required to approve each proposal to be acted
upon at the Meeting. The holders of a majority of the shares of Common Stock
outstanding on the Record Date and entitled to be voted at the Meeting, present
in person or by proxy, will constitute a quorum for the transaction of business
at the Meeting and at any adjournment or postponement thereof.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, the shareholders will elect four directors to serve
until the next annual meeting of shareholders and until their respective
successors are elected and qualified. Unless otherwise directed, the persons
named in the Proxy Statement intend to cast all proxies received for the
election of Messrs. Stephen M. Deixler, Stephen B. Gray, Michael Radomsky and
Alexander C. Stark, Jr. (the "nominees") to serve as directors upon their
nomination at the Meeting. At the Meeting, a total of four nominees will stand
for election. Proxies cannot be voted for a greater number of persons than the
number of nominees named and the four nominees for election to the Board of
Directors who receive the greatest number of votes cast at the Meeting will be
elected to the Board of Directors.
Each of the nominees has consented to serve as a director if elected.
All of the nominees currently serves as a director. Unless authority to vote for
any director is withheld in a proxy, it is intended that each proxy will be
voted FOR each of the nominees. In the event that any of the nominees for
director should before the Meeting become unable to serve or for good cause will
not serve if elected, it is intended that shares represented by proxies which
are executed and returned will be voted for such substitute nominees as may be
recommended by the Company's existing Board of Directors, unless other
directions are given in the proxies. To the best of the Company's knowledge, all
the nominees will be available to serve.
Directors and Executive Officers
The directors and executive officers of the Company, their ages and
present positions with the Company are as follows:
<TABLE>
<CAPTION>
Director
Name Age Position Held with the Company Since
- ---- --- ------------------------------ --------
<S> <C> <C> <C>
Stephen M. Deixler+*X* 62 Chairman of the Board of Directors 1985
Stephen B. Gray* 40 President, Chief Executive Officer and 1996
Chief Operating Officer
Michael Radomsky 45 Executive Vice President, Secretary, 1982
Director
-2-
<PAGE>
John F. McTigue 37 Chief Financial Officer and Treasurer N/A
Robert M. Groll 64 Vice President - Business Development N/A
Alexander C. Stark+*X* 65 Director 1997
</TABLE>
- ------------------------------
+ Member of Compensation/Stock Option Committee
* Member of Nominating Committee
X Member of Audit Committee
* Member of Strategic Steering Committee
Information about Nominees
Set forth below is certain information with respect to each nominee:
STEPHEN M. DEIXLER has been Chairman of the Board of Directors since
1985 and served as Chief Executive Officer of the Company from April 1996 to May
1997, as well as from June 1985 through October 1994. He was President of the
Company from May 1982 to June 1985 and served as Treasurer of the Company from
its formation in 1982 until September 1993 and currently has served as Treasurer
of the Company since October 1994. During April 1995, Mr. Deixler sold his
interest in Princeton Credit Corporation, a company engaged in the business of
buying, selling, and leasing high technology products, to Greyvest Capital Inc.,
a Toronto Stock Exchange company. Prior to the sale, Mr. Deixler was Chairman of
Princeton Credit Corporation. He previously served as President of Atlantic
International Brokerage, a leasing company, which is a wholly owned subsidiary
of Atlantic Computer Systems, Inc., which was liquidated as a result of the
bankruptcy proceedings of its parent company, Atlantic Computer Systems PLC.
Prior to holding this position, he was President and sole shareholder of
Princeton Computer Associates, Inc. ("PCA"). PCA was a company engaged in the
business of buying, selling and leasing of large-scale computer systems as well
as functioning in consulting and facilities management and was sold to Atlantic
Computer Systems, Inc. in 1988.
STEPHEN B. GRAY has been President and Chief Operating Officer since
April 1996. He has served as the Chief Executive Officer since May 1997. He also
is a director of MicroFrame Europe N.V. He served as Senior Vice
President-Sales, Marketing and Support of the Company from December 1994 through
March 1996. From July 1993 through December 1994, Mr. Gray was an independent
consultant, engaged in assisting both private and publicly-held companies with
strategy development, internal operational reviews and shareholder value
enhancement programs. From September 1988 through June 1993, he held a series of
management positions within Siemens Nixdorf USA, the last as Vice President,
(reporting to the Chief Executive Officer and Board of Directors), and a member
of the executive committee overseeing Siemens Information Systems businesses in
the United States. Prior to joining Siemens, Mr. Gray previously held a series
of rapidly progressive positions within IBM including various technical, sales
and marketing management assignments.
-3-
<PAGE>
MICHAEL RADOMSKY is an original founder of the Company and has been the
Executive Vice President and a director since the Company's formation in 1982
and has served as Secretary of the Company since November 1994. He is
responsible for the identification of industry directions, and the technical
appropriateness of Company designs as well as products acquired, licensed or
jointly developed with others. In addition, Mr. Radomsky has been responsible
for the design of network topologies for large corporate customers, ensuring
compatibility for future products. Mr. Radomsky has also previously been
responsible for the Company's technical support, purchasing and manufacturing
operations. Prior to 1989, Mr. Radomsky was responsible for the mechanical and
electronic engineering of the Company's products.
ALEXANDER C. STARK JR. is the President of AdCon, Inc., a consulting
firm organized to advise and council senior officers of global telecom
companies. Mr. Stark previously worked for 40 years at AT&T. Ten of those years
was served as a Senior Vice President. He recently retired from AT&T Mr. Stark
is a former member of the Institute of Radio Engineers and a past Vice President
and Treasurer of Lambda Chi Alpha. He is a former member of: the Board of
Directors College Careers Fund of Westchester; the Board of adjustment of
Allendale, New Jersey; the Board of Trustees of Archer Methodist Church in
Allendale; and the County Trust Company Board of Advisors. He was the 1977
General Campaign Chairman, United Way of Westchester, and cited by the National
Conference of Christians and Jews for imaginative community leadership In 1991
Mr. Stark was honored as the Distinguished Engineer of the Year by Rutgers
University. He also served for many years as a Director-at-Large of the American
Electronics Association and Chaired the International Public Affairs committee.
Non-Director Executive Officers
Set forth below is certain information with respect to each executive
officer of the Company who is not also a director of the Company:
JOHN F. McTIGUE has been the Company's Chief Financial Officer and
Treasurer since July 1997. His responsibilities include finance and
administration. Mr. McTigue is a finance professional and Certified Public
Accountant. From 1996 through 1997, he was with Fundtech Corporation, a software
developer, where he served as Chief Financial Officer. From 1989 to 1996, Mr.
McTigue was with Dawn Technologies, Inc., a manufacturer of hi-tech goods, where
he served as the Chief Executive Officer from 1994 through 1996 and Chief
Financial Officer and Treasurer from 1989 through 1994. Prior to this, he was
with Rothstein Kass & Company.
ROBERT M. GROLL has been Vice President - Business Development of the
Company since March 1986. From 1970 until joining the Company in June 1985, as
Director of Marketing, Mr. Groll was the President of PTM Associates, Inc.
("PTM"), a firm engaged in management consulting in the areas of technical
marketing and computer system design. While with PTM, during 1983 and 1984, Mr.
Groll became Vice President of Cable Applications, Inc. a New York corporation,
where he was responsible for initiating and managing new product development
efforts.
-4-
<PAGE>
The officers of the Company are elected by the Board of Directors at
its first meeting after each annual meeting of the Company's shareholders and
hold office until their successors are chosen and qualified, until their death,
or until they resign or have been removed from office. No family relationship
exists between any director or executive officer and any other director or
executive officer.
Board Meetings and Committees
The Nominating Committee of the Board of Directors currently consists
of Messrs. Deixler and Stark. The Nominating Committee nominates members of the
Board of Directors and it will consider nominees recommended by shareholders.
The Nominating Committee held no meetings during fiscal 1998.
The Board of Directors has a Compensation/Stock Option Committee which
currently consists of Messrs. Deixler and Stark. The function of the
Compensation/Stock Option Committee is to review and establish policies,
practices and procedures relating to compensation of key employees, including
officers and directors who are key employees, outside directors and consultants,
to grant cash and non-cash bonuses to employees and grant non-plan stock options
and warrants to employees, outside directors and consultants and to administer
employee benefit plans, including all stock option plans of the Company. During
the fiscal year ended March 31, 1998, the Compensation/Stock Option Committee
held no meetings and took action by unanimous written consent on two occasions.
The Company's Audit Committee currently consists of Messrs. Stark and
Deixler. The function of the Audit Committee is to nominate independent
auditors, subject to approval of the Board of Directors, and to examine and
consider matters related to the audit of the Company's accounts, the financial
affairs and accounts of the Company, the scope of the independent auditors'
engagement and their compensation, the effect on the Company's financial
statements of any proposed changes in generally accepted accounting principles,
disagreements, if any, between the Company's independent auditors and
management, and matters of concern to the independent auditors resulting from
the audit, including the results of the independent auditors' review of internal
accounting controls. The Audit Committee held one meeting during fiscal 1998.
The Company formed a Strategic Steering Committee during the fiscal
year ended March 31, 1998, which currently consists of Messrs. Deixler, Gray and
Stark. The function of the Strategic Steering Committee is to discuss and
establish policy with respect to the Company's corporate direction and future
growth strategies. The Strategic Steering Committee held one meeting during the
fiscal year ended March 31, 1998.
During the Company's fiscal year ended March 31, 1998, there were seven
meetings of the Board of Directors and action taken by unanimous written consent
on no occasions. Each of the members of the Board of Directors who is currently
a nominee for election attended 75% or more
-5-
<PAGE>
of the meetings of the Board of Directors during fiscal 1998 and attended all of
meetings held by the committees on which such nominee served.
Compensation of Directors
On September 15, 1997, each of Stephen M. Deixler and Alexander C.
Stark, the Company's non-employee directors, were granted a non-employee
director option pursuant to the Company's 1994 Plan to purchase 10,000 shares of
Common Stock exercisable as to 2,500 shares upon each three-month anniversary of
the date of grant, provided that such individual continues to serve as a
non-employee director of the Company on such dates.
In addition, the Company adopted a policy commencing October 1, 1995,
that all non-employee directors traveling more than fifty miles to a meeting of
the Board of Directors shall be reimbursed for all reasonable travel expenses.
Executive Officers
The executive officers of the Company are Stephen B. Gray, President,
Chief Executive Officer and Chief Operating Officer, John F. McTigue, Chief
Financial Officer and Treasurer, Michael Radomsky, Executive Vice President and
Secretary and Robert M. Groll, Vice President-Business Development.
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
The following table sets forth the number of shares of the Company's
Common Stock owned by each person or institution who, as of August 10, 1998,
owns of record or is known by the Company to own beneficially, more than five
(5%) percent of such securities, and by the Company's Named Executive Officers
and by its Directors, both individually and as a group, and the percentage of
such securities owned by each such person and the group. Unless otherwise
indicated, such persons have sole voting and investment power with respect to
shares listed as owned by them.
<TABLE>
<CAPTION>
Name and Address Shares Owned Percent of Class
- ---------------- ------------ ----------------
<S> <C> <C>
Stephen M. Deixler (1) 760,532 14.1%
371 Eagle Drive
Jupiter, Florida 33477
Stephen B. Gray (2)(10) 477,309 8.8%
Michael Radomsky (3) 356,643 6.6%
8 Zaydee Drive
Edison, New Jersey 08837
-6-
<PAGE>
Robert M. Groll (4) 100,852 1.9%
52 Village Lane
Freehold, New Jersey 07728
John F. McTigue (5)(10) 100,760 1.9%
Special Situations Fund, III, L.P.(6) 855,863 15.8%
MGP Advisers Limited Partnership (6) 855,863 15.8%
AWM Investment Company, Inc. (6) 1,157,133 21.4%
Austin W. Marxe (6) 1,157,133 21.4%
Jay Associates LLC (7) 480,000 8.8%
1118 Avenue J
Brooklyn, New York 11230
Alpha Investments LLC (8) 336,000 6.2%
5611 North 16th Street #300
Phoenix, Arizona 85016
Alexander C. Stark (9)(10) 85,000 1.6%
Directors and executive
officers as a group (6 Persons) 1,881,096 34.8%
</TABLE>
(1) Does not include 214,436 shares of Common Stock owned by Mr.
Deixler's wife, mother, children and grandchildren as to which shares
Mr. Deixler disclaims beneficial ownership. Includes 120,406 shares
of Common Stock held by Merrill Lynch Pierce Fenner & Smith custodian
f/b/o Stephen M. Deixler, IRA. Includes 27,500 shares of Common Stock
which may be acquired pursuant to currently exercisable non-employee
director options under the 1994 Plan. Also includes 53,330 shares
issuable upon exercise of currently exercisable Class A and Class B
Warrants granted pursuant to a private placement in 1996 (the "1996
Private Placement").
(2) Includes 400,000 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted outside the
Company's 1994 Plan. Also includes 77,309 shares of Common Stock
which may be acquired pursuant to currently exercisable options
granted under the Company's 1994 Plan.
-7-
<PAGE>
(3) Includes 90,000 shares of Common Stock which may be acquired pursuant
to currently exercisable options granted outside the Company's 1994
Plan. Also includes 52,339 shares of Common Stock which may be
acquired pursuant to currently exercisable options granted under the
Company's 1994 Plan.
(4) Includes 56,684 shares of Common Stock which may be acquired pursuant
to currently exercisable options granted under the 1994 Plan.
(5) Includes 100,760 shares of Common Stock which may be acquired
pursuant to currently exercisable options granted under the Company's
1994 Plan.
(6) Special Situations Fund III, L.P., a Delaware limited partnership
(the "Fund"), MGP Advisers Limited Partnership, a Delaware limited
partnership ("MGP"), AWM Investment Company, Inc., a Delaware
corporation ("AWM"), and Austin W. Marxe have filed a Schedule 13G,
the latest amendment of which is dated January 27, 1997. All
presented information is based on the information contained in the
Schedule 13G and subsequent information known to the Company. The
address of each of the reporting persons is 153 East 53rd Street, New
York, New York 10022. The Fund has sole voting and dispositive power
with respect to 855,863 shares; MGP has sole dispositive power with
respect to 855,863 shares; AWM has sole voting power with respect to
301,270 shares and sole dispositive power with respect to 1,157,133
shares; and Mr. Marxe has sole voting power with respect to 301,270
shares, shared voting power with respect to 855,863 shares and sole
dispositive power with respect to 1,157,133 shares. MGP is a general
partner of and investment advisor to the Fund. AWM, which is
primarily owned by Mr. Marxe, is the sole general partner of MGP. Mr.
Marxe, the principal limited partner of MGP and the President of AWM,
is principally responsible for the selection, acquisition and
disposition of the portfolio securities by AWM on behalf of MGP, the
Fund and another fund that beneficially owns shares included in the
shares beneficially owned by AWM and Mr. Marxe. Also includes 267,242
shares issuable upon exercise of currently exercisable Class A and
Class B Warrants of the 1996 Private Placement held by the Fund and
MGP and 364,422 shares issuable upon exercise of currently
exercisable Class A and Class B Warrants of the 1996 Private
Placement held by AWM and Mr. Marxe.
(7) Includes 320,000 shares issuable upon exercise of currently
exercisable Class A and Class B Warrants of the 1996 Private
Placement.
(8) Includes 224,000 shares issuable upon exercise of currently
exercisable Class A and Class B Warrants of the 1996 Private
Placement.
(9) Includes 35,000 shares of Common Stock which may be acquired pursuant
to currently exercisable options granted under the Company's 1994
Plan.
(10) The address of such person is c/o the Company, 21 Meridian Avenue,
Edison, New Jersey 08820.
-8-
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
The following persons have failed to file on a timely basis certain
reports required by Section 16(a) of the Securities Exchange Act of 1934 as
follows: Each of Messrs. Stephen M. Deixler, Stephen P. Roma, Alexander C. Stark
and David I. Gould failed to timely file one report on Form 4, disclosing the
grant of a non-employee stock option pursuant to the Company's 1994 Stock Option
Plan, as amended (the "1994 Plan"). Mr. Gould failed to timely file two reports
on Form 4 disclosing the sale of stock. Each of Messrs. Stephen B. Gray, Michael
Radomsky, William Whitney and John F. McTigue failed to timely file one report,
a Form 4 disclosing the grant of stock option. Mr. William Whitney has filed two
late reports on Form 4, disclosing the sale of stock. During the fiscal year
ended March 31, 1998, the Company is not aware of other late filings, or failure
to file, any other reports required by Section 16(a) of the Exchange Act.
-9-
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company during the three fiscal years ended March 31, 1998, to those individuals
who as of March 31, 1998 served as the Company's Chief Executive Officer during
fiscal 1998 and to the Company's four most highly compensated officers other
than those who served as the Chief Executive Officer during fiscal 1998 (these
five executive officers being hereinafter referred to as the "Named Executive
Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Awards Payouts
Other
Annual Restricted Securities All Other
Principal Compen- Stock Underlying LTIP Compen-
Position Year Salary($) Bonus($)(3) sation($) Award(s)($) Options (#) Payouts($) sation($)
- --------- ---- --------- ----------- --------- ----------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen M. Deixler 1998
Chairman, Chief 1997 14,000(1) -- -- -- 10,000 -- --
Executive Officer(1) 1996 -- -- -- -- -- -- --
Stephen B. Gray 1998 252,829 75,000
President, Chief 1997 163,386 -- -- -- 400,000 -- --
Executive Officer (2), 1996 134,675 -- -- -- 2,309 -- --
Chief Operating
Officer
Michael Radomsky 1998 139,858 42,839
Executive Vice- 1997 128,773 -- -- -- 90,000 -- 541(4)
President 1996 122,800 -- -- -- 8,208 -- 1,047(4)
William H. Whitney 1998 127,980 42,839
Chief Technology 1997 128,773 -- -- -- 90,000 -- 2,318(4)
Officer 1996 122,800 -- -- -- 8,136 -- 2,152(4)
John F. McTigue (5) 1998 92,482 100,760 1,418(4)
V-P, Operations, Chief
Financial Officer, Treasurer
And Assistant Secretary
Mark A. Simmons 1998
V-P, Operations, Chief 1997 116,956 -- -- -- 40,000 -- 2,105(4)
Financial Officer 1996 92,800 -- -- -- 6,579 -- 1,612(4)
</TABLE>
(1) The Company does not have a written employment agreement with Mr.
Stephen M. Deixler, the Company's Chairman of the Board. However,
under an informal agreement, the Company has agreed to pay him $1,000
per day to perform such services as jointly agreed to by the Company
and Mr. Deixler, and approved by the Board of Directors. Mr. Deixler
ceased to serve as the Chief Executive Officer of the Company on May
19, 1997.
-10-
<PAGE>
(2) Mr. Gray was elected to serve in the additional capacity as the Chief
Executive Officer of the Company on May 19, 1997. Compensation for
Mr. Gray includes payments he earned as consultant to the Company in
the amount of $42,000. Mr. Gray served as a consultant to the Company
prior to the time he became a full-time employee pursuant to his
employment agreement with the Company dated March 27, 1995.
(3) Represents compensation earned under the Company's Incentive Bonus
Plan for the fiscal year ended March 31, 1995 (the "Incentive Plan").
The Incentive Plan covers all Company employees and was effective as
of October 1, 1994. The Incentive Plan is based on achievement in
three specific areas - Company revenue, Company operating income, and
individual/ departmental objectives.
(4) Represents contribution of the Company under the Company's 401(k)
Plan.
(5) Represents compensation for the period from July 2, 1997 (date of
hire) through March 31, 1998.
-11-
<PAGE>
Option Grants in Fiscal Year 1998
The following table sets forth certain information concerning stock option
grants during the year ended March 31, 1998 to the Named Executive Officers:
<TABLE>
<CAPTION>
Individual Grants
Percent
Number of of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted(#) Fiscal Year ($/Sh) Date
- ---- ---------- ----------- ------ ----
<S> <C> <C> <C> <C>
Stephen M. Deixler 10,000(1) N/A $1.50 9/17/01
Stephen B. Gray 75,000(2) 4.2% $1.75 05/04/07
Michael Radomsky 42,839(2) 2.4% $1.75 05/04/07
William H. Whitney 42,839(2) 2.4% $1.75 05/04/07
John F. McTigue 70,760(2) 3.9% $1.34 07/02/07
30,000 2.5% $1.34 07/02/07
</TABLE>
(1) Represents stock options granted to Mr. Deixler under the 1994 Stock
Option Plan in consideration of his service to the Company as a
director.
(2) Represent options issued under a Time Accelerated Restricted Stock
Award Program (TARSAP).
-12-
<PAGE>
Aggregated Option Exercises in Fiscal Year 1998
and Fiscal Year-End Option Values
The following table sets forth certain information concerning each
exercise of stock options during the fiscal year ended March 31, 1998 by each of
the Named Executive Officers and the number and value of unexercised options
held by each of the Named Executive Officers on March 31, 1998.
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexer- In-the-Money
Shares cised Options Options at
Acquired on Value at FY-End(#) FY-End($)(1)
Name Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ ----------- ------------------------- --------------------------
<S> <C> <C> <C> <C>
Stephen M. Deixler -- -- 27,500/2,500 $22,625/$3,275
Stephen B. Gray -- -- 477,309/0 $725,250/$0
Michael Radomsky -- -- 142,239/0 $192,007/$0
William H. Whitney -- -- 142,184/0 $192,018/$0
John F. McTigue -- -- 100,760/0 $145,094/$0
</TABLE>
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(1) The average price for the Common Stock as reported by the National
Quotation Bureau on March 31, 1998 was $2.78 per share. Value is
calculated on the basis of the difference between the option exercise
price and $2.78 multiplied by the number of shares of Common Stock
underlying the options.
Compensation of Directors
On September 17, 1997, Stephen M. Deixler and Alexander C. Stark, the
Company's non-employee directors, were each granted a non-employee director
option. Pursuant to the Company's 1994 Plan, each Director received an option to
purchase 10,000 shares of Common stock exercisable as to 2,500 shares upon each
three-month anniversary of the date of grant, provided that such individual
continues to serve as a non-employee director of the Company on such dates.
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In addition, the Company adopted a policy commencing October 1, 1995,
that all non-employee directors traveling more than fifty miles to a meeting of
the Board of directors shall be reimbursed for all reasonable travel expenses.
Employment Contracts, Termination of Employment and Change of Control
Arrangements
The Company has no employment agreements other than an employment
agreement dated April 1, 1998 with Stephen B. Gray, the Company's Chief
Executive Officer and President pursuant to which Mr. Gray receives (i) salary
of $225,000 per annum for a term of two (2) years (the "Term"), (ii) a $30,000
on-time signing bonus and (iii) up to (x) $25,000 per annum during the Term and
(y) 60,000 stock options per annum during the Term as performance-related
bonuses.
CERTAIN TRANSACTIONS
Mr. David I. Gould, formerly an executive officer and director of the
Company entered into a consulting agreement with the Company, that became
effective on May 1, 1995 upon the expiration date of his employment agreement on
April 30, 1995. The consulting agreement provides for a four-year term, with an
automatic one year renewal, and compensation at the rate of $1,000 per day for
services provided. The consulting agreement further provides that Mr. Gould will
not receive less than $40,000 nor more than $220,000 per year, and that the
rendering of any services above $40,000 must be with the prior approval of the
Company. During fiscal 1998, Mr. Gould was paid $40,000 under this agreement.
In April 1996, the Company completed the 1996 Private Placement to
accredited investors of an aggregate of 1,101,467 Units for gross proceeds of
$1,376,933.75, each Unit consisting of one share of Common Stock and one Class A
Warrant and one Class B Warrant, each of which are exercisable into one share of
Common Stock. Stephen M. Deixler, an executive officer and a director of the
Company, who held preemptive rights to purchase Units in this offering,
purchased 26,665 Units at a price of $1.25 per Unit for the aggregate
consideration of $33,331.25 Additionally, in connection with the 1996 Private
Placement, Special Situations Fund III, L.P., also the holder of preemptive
rights, purchased 133,621 Units at $1.25 for the aggregate consideration of
$167,026.25.
In September 1995, the Company formed a wholly-owned subsidiary,
MicroFrame Europe N.V., which, in turn, acquired all of the issued and
outstanding shares of capital stock of European Business Associates BVBA ("EBA")
of Brussels, Belgium from Marc Kegelaers, its sole shareholder. In connection
with such acquisition, MicroFrame Europe N.V. entered into a consulting
agreement with Mr. Kegelaers for a term of five years. The consulting agreement
provides for a consulting fee in the aggregate sum of U.S. $75,000 annually,
with annual 5% increases over the term, as well as the reimbursement of certain
expenses during the term.
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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the accounting firm of
PricewaterhouseCoopers LLP to serve as independent accountants of the Company
for the year ending March 31, 1999 and proposes the ratification of such
decision. PricewaterhouseCoopers LLP has served as the principal independent
accountants of the Company since January 30, 1996 and is familiar with the
business and operations of the Company, and is intended to continue to serve for
the year ending March 31, 1999. Representatives of PricewaterhouseCoopers LLP
are expected to be present at the Meeting and will have the opportunity to make
a statement if they desire to do so. Such representatives are also expected to
be available to respond to appropriate questions during the Meeting.
The Board of Directors recommends a vote FOR ratification of the
selection of PricewaterhouseCoopers LLP as the independent accountants for the
Company for the year ending March 31, 1999.
SHAREHOLDER PROPOSALS
Shareholders who wish to include proposals for action at the Company's
1999 Annual Meeting of Shareholders in next year's proxy statement and proxy
card must cause their proposals to be received in writing by the Company at its
address set forth on the first page of this Proxy Statement no later than April
1, 1999. Such proposals should be addressed to the Company's Secretary.
OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters that are to be presented for action at the Meeting. Should any other
matters properly come before the Meeting or any adjournments thereof, the
persons named in the enclosed proxy will have the discretionary authority to
vote all proxies received with respect to such matters in accordance with their
judgment.
ANNUAL REPORT TO SHAREHOLDERS
The Company's 1998 Annual Report to Shareholders has been mailed to
shareholders simultaneously with the mailing of this Proxy Statement, but except
as herein stated, such report is not incorporated herein and is not deemed to be
a part of this proxy solicitation material.
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A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WITHOUT EXHIBITS, WILL BE FURNISHED WITHOUT
CHARGE TO ANY PERSON FROM WHOM THE ACCOMPANYING PROXY IS SOLICITED UPON WRITTEN
REQUEST TO THE COMPANY'S SECRETARY, MICHAEL RADOMSKY, MICROFRAME, INC., 21
MERIDIAN ROAD, EDISON, NEW JERSEY 08820.
By Order of the Board of
Directors
/s/ Michael Radomsky
-----------------------------
Michael Radomsky, Secretary
Edison, New Jersey
August 17, 1998
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES AND DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. A PROMPT RESPONSE IS HELPFUL
AND YOUR COOPERATION WILL BE APPRECIATED.
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PROXY MICROFRAME, INC. PROXY
(Solicited on behalf of the Board of Directors)
The undersigned holder of Common Stock of MICROFRAME, INC., revoking all
proxies heretofore given, hereby constitutes and appoints Stephen B. Gray and
John F. McTigue and each of them, Proxies, with full power of substitution, for
the undersigned and in the name, place and stead of the undersigned, to vote all
of the undersigned's shares of said stock, according to the number of votes and
with all the powers the undersigned would possess if personally present, at the
1998 Annual Meeting of Shareholders of MICROFRAME, INC. to be held at the
offices of the corporation at 21 Meridan Road, Edison, New Jersey, on September
15, 1998 at 10:00 A.M., Eastern Daylight Time, and at any adjournments or
postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and
Proxy Statement relating to the Meeting and hereby revokes any proxy or proxies
heretofore given.
Each properly executed Proxy will be voted in accordance with the
specifications made on the reverse side of this Proxy and in the discretion of
the Proxies on any other matter that may come before the meeting. Where no
choice is specified, this Proxy will be voted (i) FOR all listed nominees to
serve as directors and (ii) FOR the ratification and approval of the appointment
of PricewaterhouseCoopers LLP, as the Company's independent auditors for the
fiscal year ending March 31, 1999 and in accordance with their discretion on
such other matters as may properly come before the meeting.
The Board of Directors Recommends a Vote FOR all listed nominees.
1. Election of four directors-FOR all nominees listed (except as marked to the
listed nominees contrary)
[ ]
WITHHOLD AUTHORITY to vote for all below
[ ]
Nominees: Stephen M. Deixler, Stephen B. Gray, Michael Radomsky and
Alexander C. Stark, Jr.
(Instruction: To withhold authority to vote for any individual nominee, circle
that nominee's name in the list provided above.)
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
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2. The ratification and approval of the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors for
the fiscal year ending March 31, 1999.
FOR AGAINST ABSTAIN
3. The proxies are authorized to vote in their discretion upon such
other matters as may properly come before the meeting.
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
above, FOR the ratification and approval of the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal
year ending March 31, 1999 and in accordance with their discretion on such other
matters as may properly come before the Meeting.
Dated: _____________________, 1998
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Signature(s)
(Signature(s) should conform to names as
registered. For jointly owned shares,
each owner should sign. When signing as
attorney, executor, administrator,
trustee, guardian or officer of a
corporation, please give full title.)
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