SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ZING TECHNOLOGIES, INC.
------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ZING TECHNOLOGIES, INC.
------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(l), 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
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[ ] 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 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:
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(2) Form, schedule or registration statement no.:
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<PAGE>
ZING TECHNOLOGIES, INC.
115 Stevens Avenue
Valhalla, New York 10595
(914) 747-7474
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 12, 1995
The Annual Meeting of Shareholders of Zing Technologies, Inc. (the
"Company") will be held at The Ramada Inn, Westchester Room, 540 Saw Mill
River Road, Elmsford, New York 10523, on September 12,1995 at 10:00 A.M.,
for the following purposes:
1. To elect to the Board of Directors three members to serve
in a class the term of which will expire at the second succeeding
Annual Meeting of Shareholders and until their successors shall be
elected and shall qualify.
2. To approve the appointment of Ernst & Young as the inde-
pendent public accountants for the Company.
3. To act upon any other business that may properly come
before the meeting.
The shareholders of record at the close of business on July 27,
1995 will be entitled to notice of and to vote at the Annual Meeting. The
transfer books of the Company will not be closed. Your attention is
directed to the Proxy Statement attached to this Notice for a discussion of
the proposals to be acted upon at the meeting.
Whether or not you plan to attend the meeting, kindly fill in, date
and sign the enclosed Proxy exactly as your name appears on your stock
certificate, and mail it promptly in the enclosed return envelope in order
that your vote can be recorded. The giving of this Proxy will not affect
your right to vote in person in the event you find it convenient to attend
the meeting.
By Order of the Board of Directors
Deborah J. Schrader
Secretary
Dated: August 10, 1995
<PAGE>
ZING TECHNOLOGIES, INC.
115 Stevens Avenue
Valhalla, New York 10595
(914) 747-7474
PROXY STATEMENT
---------------
Solicitation and Use of Proxy
-----------------------------
The enclosed Proxy is solicited by the Board of Directors of Zing
Technologies, Inc. (the "Company") for use at the Annual Meeting of
Shareholders of the Company to be held on September 12, 1995 or at any
adjournments thereof, for the purposes set forth in the attached Notice of
Meeting. This Proxy Statement, together with the Annual Report of the
Company for the fiscal year ended June 30, 1994 is being mailed to share-
holders on approximately August 10, 1995. The Company previously mailed to
shareholders the Quarterly Report on Form 10-Q for the nine month period
ended March 31, 1995.
Any shareholder giving a Proxy may revoke it at any time prior to its
use at the Meeting by filing with the Secretary of the Company an
instrument revoking it or by a duly executed proxy bearing a later date.
In addition, if the person executing the proxy is present at the meeting,
he or she may vote his or her shares in person. Proxies, if duly signed
and received in time for voting, and not so revoked, will be voted at the
meeting. Where choices are specified by a shareholder by means of the
ballot provided on the Proxy for that purpose, the Proxy will be voted in
accordance with such specifications. In the absence of such
specifications, the Proxy will be voted for, the election of the three
directors nominated by management to the class herein described and the
appointment of auditors selected by the Board of Directors as set forth in
this Proxy Statement.
Under New York State law and the Charter and By-Laws of the Company for
purposes of determining whether a quorum is present abstentions will be
counted and broker non-votes will not be counted. For purposes of
determining whether the vote required for the election of directors and for
the appointment of auditors selected by the Board of Directors, as set
forth in this Proxy Statement, has been achieved, abstentions and broker
non-votes will not be counted.
The cost of soliciting proxies will be borne by the Company. In addi-
tion to solicitation by the use of the mails, certain officers and regular
employees of the Company may solicit proxies personally and by telephone.
The Company may request banks, brokerage houses and custodians, nominees
and fiduciaries to forward soliciting material to their principals and will
reimburse them for their out-of-pocket expenses. The Company has also
retained the firm of Regan & Associates, Inc. to assist in solicitations
for a fee of $2,000 plus out-of-pocket disbursements.
Outstanding Shares and Voting Rights
------------------------------------
As of July 27, 1995, the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were outstanding
2,597,497 shares of common stock, par value $.01 per share, which
constitute the only outstanding securities of the Company having voting
rights. Each outstanding share of common stock is entitled to one vote on
each matter to be voted upon. One-third of the shares of common stock
represented in person or by proxy will constitute a quorum for the
transaction of business.
<PAGE>
SECURITY OWNERSHIP
------------------
Principal Security Holders
--------------------------
The following table sets forth, as at July 27, 1995 information
concerning the beneficial ownership of voting securities of the Company by
each person who is known by management to own beneficially more than 5% of
any class of such securities:
Name and Address Amount Benefi- Perfect of
Title of Class of Beneficial Owner cially Owned Class
-------------- ------------------- ------------ --------
Common Robert E. Schrader 1,224,211 47.1%
72 Haight Cross Road
Chappaqua, NY 10514
Common Jesse Greenfield 217,350 8.3%
3765 Wild Plum Ct.
Boulder, CO 80434*
_______________
* Information with respect to the beneficial interest of the holder is
based on the most recent Schedule 13D or Schedule 13G delivered to the
Company by such holder and not on the basis of any independent
information with respect to such holdings which the Company may possess.
PROPOSAL 1
ELECTION OF DIRECTORS
---------------------
The Company's Certificate of Incorporation and By-Laws provide for a Board
of Directors consisting of not fewer than six nor more than ten members,
classified into three classes if there shall be nine or more directors, or
two classes if there shall be fewer than nine directors, in either case
with each class being as nearly as possible equal in size to the others and
with at least three directors in each class. The Board of Directors is
comprised of the following members in the following classes:
CLASS I CLASS II
(To Serve Until the (To Serve Until the
Annual Meeting of Annual Meeting of
Shareholders in 1995) Shareholders in 1996)
--------------------- ---------------------
Robert E. Schrader Henry A. Singer
Deborah J. Schrader John F. Catrambone
Martin S. Fawer Laurence W. Higgitt
Under Proposal Number 1, therefore, shareholders will be asked to vote
for three nominees to serve until the second succeeding meeting of the
shareholders, to be held in 1996. The nominees are: Henry A. Singer, John
F. Catrambone and Laurence W. Higgitt. This proposal requires the
affirmative vote of a plurality of those authorized to vote who are present
in person or by proxy.
At each annual meeting the class of directors whose terms expire at
such meeting is to stand for election for staggered two year terms ending
the second annual meeting following their election. The following table
sets forth certain information concerning the nominees for directors, as
well as the remaining directors of the Company.
2
<PAGE>
Director of
Name, Age, Principal Occupation, Other Directorships Zing Since
---------------------------------------------------- -----------
JOHN F. CATRAMBONE, 55, has been President and Chairman 1986
of the Board of Omnirel Corporation, a manufacturer of
power hybrid semiconductor devices since 1985. Omnirel
has been a subsidiary of the Company since June 1991.
MARTIN S. FAWER, 61, became Chief Financial Officer and 1984
Treasurer in February 1988. From October 1984 to
January 1988 Mr. Fawer was Treasurer of the Company.
He is also a director and serves as the Chief Financial
Officer and Treasurer of Transition Analysis Component
Technology, Inc. and Omnirel, both subsidiaries of the
Company. For more than five years, Mr. Fawer has been
a principal of Fawer and Kupczyk, P.C. and its
predecessors, certified public accountants.
LAURENCE W. HIGGITT, 48, has been employed by Stephen 1985
Rose & Partners, Limited, investment bankers, in
London, England since 1984 and has been on its Board of
Directors since 1985. Prior to 1984, he was a fund
manager for Lazard Brothers & Co. Ltd., merchant
bankers, London, England.
DEBORAH J. SCHRADER, 48, has been Secretary of the 1969
Company since its incorporation. She is also the
Secretary and a director of Transition Analysis
Component Technology, Inc., a subsidiary of the
Company. She is the wife of Robert E. Schrader.
ROBERT E. SCHRADER, 51, is the founder of the Company 1969
and has been President and Chief Executive Officer
since its incorporation in 1969. Prior to organizing
the Company, Mr. Schrader was an account executive with
a division of Lafayette Radio Corporation, a district
sales manager of Arrow Electronics, Inc. and held
purchasing manager positions with two electronic
equipment manufacturers. He is also a director and
vice-president of Transition Analysis Component
Technology, Inc. and Omnirel Corporation, each a
subsidiary of the Company. He is the husband of
Deborah J. Schrader.
HENRY A. SINGER, 57, has been a member of the law firm 1988
of Morrison Cohen Singer & Weinstein, LLP and its
predecessor for more than the past five years.
Morrison Cohen Singer & Weinstein, LLP serves as
general counsel to the Company.
Board Committees and Meetings
-----------------------------
The Company maintains standing audit, executive and compensation com-
mittees of the Board of Directors but does not maintain a nominating
committee. Each committee was created on July 31, 1985. The members of
the audit committee are John F. Catrambone, Laurence W. Higgitt and Martin
S. Fawer. The audit committee, which met during the fiscal year ended June
30, 1994 (the "1994 Fiscal Year"), and is scheduled to meet again on
September 12, 1995, is responsible for assuring that management fulfills
its financial reporting responsibilities and will meet periodically with
representatives of management and with the Company's independent auditors.
The members of the compensation committee during the 1994 Fiscal Year were
Laurence W. Higgitt and Henry A. Singer. The compensation committee, which
met once during the 1994 Fiscal Year, is responsible for reviewing levels
and methods of executive compensation and making recommendations to the
Board. The members of the executive committee are Robert E. Schrader,
Deborah J. Schrader and Martin S. Fawer. The executive committee, which
met twice during the 1994 Fiscal Year, is responsible for acting as
required when the full board is unavailable for deliberation. The Company
also maintains a stock option committee, whose members during the 1994
Fiscal Year were Robert E. Schrader and Henry A. Singer. The stock option
committee did not meet during the 1994 Fiscal Year. It has responsibility
to designate optionees under the Company's 1982 Incentive Stock Plan, the
exercise price of the options, the date of grant and period of the options,
and other terms and conditions. None of the members of the stock option
committee is eligible to receive options while serving in such capacity.
The Board of Directors met two
3
<PAGE>
times during the 1994 Fiscal Year. All of the directors attended at least
75% of the Board's meetings, except for Mr. Higgitt and Mrs. Schrader, each
of whom attended only one meeting.
Security Ownership of Management
--------------------------------
The following table sets forth, as at July 27, 1995 information
concerning the beneficial ownership of voting securities of the Company by
all current directors individually, by the Chief Executive Officer and the
executive officers of the Company whose total annual salary and bonus
exceeded $100,000 in the 1994 Fiscal Year, and by all directors and
officers as a group:
Amount of
Common Stock Percent
Beneficially Owned of Class(3)
------------------ -----------
John F. Catrambone 101,500 (1) 3.8%
Martin S. Fawer 94,736 3.5%
Laurence W. Higgitt 3,000 (1) *
Henry A. Singer 3,000 (1) *
Deborah J. Schrader 0 0%
Robert E. Schrader 1,224,211 45.4%
Malcolm Baca 0 0%
All Officers and Directors
as a Group (7 persons,
including two such persons
who own no shares individually) 1,426,447 (2) 52.9%
_______________________
(*) Represents less than 1% of the shares outstanding.
(1) Includes 3,000 shares which may be acquired upon exercise of warrants.
(2) Includes 9,000 shares which may be acquired upon exercise of warrants.
(3) Includes shares outstanding and shares which may be acquired upon
exercise of warrants.
No director is a director of any company with a class of securities
registered pursuant to Section 12 of the Act or of any company registered
as an Investment Company under the Investment Company Act of 1940. Other
than Robert E. Schrader and Deborah J. Schrader, who are married to each
other, there is no family relationship among any of the members of the
Board of Directors or the officers of the Company.
In June 1990, the Securities and Exchange Commission filed a civil suit
against Henry A. Singer alleging that in August and November of 1987 he
purchased shares of common stock of a company listed on the New York Stock
Exchange based upon material non-public information. In July 1990 Mr.
Singer denied these allegations except that he admitted the fact of his
purchase of the shares of such company and the sale for a profit of
approximately $34,000 in April 1988. In November 1992, Mr. Singer and the
Commission settled the civil action, and, without admitting or denying the
allegations in the complaint, Mr. Singer consented to the entry of a final
judgment of permanent injunction against violations of the securities laws
in future trading of any securities. In connection therewith, Mr. Singer
paid $34,050, representing the profits from the transaction described in
the complaint, together with interest thereon, as well as a civil money
penalty in the same amount.
4
<PAGE>
Executive Officers
------------------
Position with Company and Business
Name Age Experience During Past Five Years
---- ---- ----------------------------------
Robert E. Schrader*
Deborah J. Schrader*
Martin S. Fawer*
John F. Catrambone*
Malcolm Baca 54 Vice President and Treasurer of the
Company's TACTech subsidiary since 1987.
_____________________
* See "Directors" above.
Compensation of Directors and Executive Officers
------------------------------------------------
EXECUTIVE COMPENSATION
The following table sets forth a summary for the last three (3) fiscal
years of the cash compensation paid by the Company and its subsidiaries as
well as certain other compensation paid or accrued for those years, to the
Chief Executive Officer and the only two executive officers of the Company
whose total annual salary and bonus exceeded $100,000 in the 1994 Fiscal
Year (the "Named Executive Officers").
5
<PAGE>
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------
Name and All Other
Principal Position Year(1) Salary Bonus Compensation(2)
------------------ ------- ------- ----- --------------
Robert E. Schrader 1994 $162,500 $1,800
President, Chief Executive Officer 1993 $220,600 $1,481
and Chairman of the Board 1992 $318,270 $1,974
John F. Catrambone(3) 1994 $207,504 50,000 $3,054
President of Omnirel Corporation 1993 $163,625 $2,043
1992 $279,500 8,000 $3,969
Malcolm Baca 1994 $161,479 $1,044
Vice President and 1993 $111,754 $ 783
Treasurer of TACTech 1992 $147,541 $1,044
------------
(1)On May 19, 1993 the Company's Board of Directors voted to change the
Company's fiscal year end to June 30 from September 30. Information for
the 1993 Fiscal Year is for the nine months ended June 30, 1993.
Information for the 1992 fiscal year is for the fiscal year ended September
30, 1992.
(2)The amounts reflect the following payments of annual life insurance
premiums in the 1994 Fiscal Year: $1,800 on behalf of Mr. Robert E.
Schrader, $3,054 on behalf of Mr. John Catrambone and $1,044 on behalf of
Mr. Malcolm Baca.
(3)The salary amounts for Mr. Catrambone in each of 1992, 1993 and 1994
include (i) $22,500, $16,875, and $22,500, respectively, representing
interest imputed at 9% per annum on the $250,000 interest free loan
provided by the Company to Mr. Catrambone for the purchase of the Company's
common stock, and (ii) a contractually required annual bonus of $60,000.
See "Employment Contracts and Termination of Employment and Change-of-
Control Agreements" below.
The above amounts do not include certain personal benefits, which do
not exceed, as to any executive officer identified above, 10% of his total
Annual Compensation.
6
<PAGE>
GRANTS OF WARRANTS
During the year ended the 1994 Fiscal Year, no warrants, options or
stock appreciation rights were granted to any Named Executive.
<TABLE>
<CAPTION>
AGGREGATED WARRANT EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END WARRANT VALUES
Shares Number of Unexercised Value of Unexercised In-the Money
Acquired of Value Options/SARs at FY-End(#) Options/SARs at FY-End($)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable(1)
---- ----------- ---------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
John F. 3,000 $2,355
Catrambone
_________________________
</TABLE>
(1)Based on the fair market value per share of common stock of
$2.125, which was the closing bid price of the common stock as reported by
the National Association of Securities Dealers, Inc. as at June 30, 1994.
COMPENSATION OF DIRECTORS
The Company pays each director who is not an officer or employee of the
company (other than Henry A. Singer) $4,000 per year for his services as a
director plus $250 for each Board of Directors meeting attended and for
each Committee meeting attended if not held on the same day as a Board
meeting. Mr. Singer does not receive such fee, since the firm of which he
is a partner is paid its customary legal fees for Mr. Singer's attendance
and participation. See "Compensation Committee Interlocks and Insider
---
Participation", below.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
John Catrambone has an employment agreement with the Company's Omnirel
subsidiary. The five year agreement, expiring in June of 1996, provides
for a base salary of $125,000 per year, a guaranteed bonus of $60,000 per
year and an incentive bonus linked to a set of performance criteria
determined annually by Omnirel's Board of Directors and subject to
percentage limitations of Mr. Catrambone's base salary (70% for 1994). Mr.
Catrambone was also loaned $300,000 by the Company in connection with the
purchase of Omnirel by the Company; such loan was made to support Mr.
Catrambone's annual guaranteed bonus. The Company has guaranteed the base
compensation payments under such employment agreement to Mr. Catrambone and
pays the $60,000 annual bonus, which is used by Mr. Catrambone to repay
such loan. The Company also loaned Mr. Catrambone $250,000, without
interest, to purchase shares of the Company's common stock. Such loan,
which is due in June, 2001, is secured by the stock so purchased by Mr.
Catrambone. During July, 1995 Mr. Catrambone sold 9,500 shares of the
Company's common stock and is obligated to pay down the Loan by
approximately $55,000.
7
<PAGE>
Malcolm Baca has an employment agreement with the Company's TACTech
subsidiary. The term of Mr. Baca's employment is set to expire on May 1,
1997. Mr. Baca's agreement entitled him to a salary of $120,000 per annum,
plus five percent (5%) of TACTech's collected revenues in each year, except
that on revenues attributable to another commissioned member of TACTech's
management, Mr. Baca's commission is two and one-half percent (2 1/2%).
Effective as from the middle of the fiscal year ended June 30, 1995, all
commissions to Mr. Baca are subject to his required contribution of one-
half of one percent ( 1/2%) of TACTech's collected revenues to a bonus pool
fund for the benefit of non-commissioned members of management, which
contribution is matched by TACTech. Mr. Baca does not participate in such
bonus pool fund. In addition to other customary terms, pursuant to the
agreement, Mr. Baca's compensation is subject to a $350,000 per annum
maximum. The annual maximum is subject to increase based upon the National
Consumer Price Index. In the event Mr. Baca is terminated without good
cause, TACTech is obligated to continue to pay compensation to Mr. Baca
through April 30, 1997.
Mr. Schrader does not have an employment agreement with the Company and
his compensation is set by the Compensation Committee subject to the
approval of the Board of Directors. In connection with the 1993 sale of
the Company's high reliability electronic component distribution and value-
added businesses to Arrow Electronics, Inc., Mr. Robert E. Schrader entered
into a Consulting and Non-Competition Agreement with Arrow and Mr. Martin
Fawer (the Company's Chief Financial Officer) entered into a one year
Consulting Agreement with Arrow. As a consequence of such agreements,
Messrs. Schrader and Fawer do not devote their full time to the Company.
Pursuant to the terms of his agreement and after the May 19, 1993 closing
of the transaction with Arrow, Mr. Schrader was required to devote up to
fifteen business days during the first three months after such closing to
the business of Arrow and is required to devote up to ten business days
during the next three-month period after such closing and up to five
business days per quarter thereafter to the business of Arrow. Mr. Fawer,
upon reasonable request of and notice by Arrow, was required to provide
consulting services to Arrow through March 19, 1994. Mr. Fawer assigned
his rights to receive his consulting fees under his agreement with Arrow to
the Company in exchange for the Company setting his salary for part time
services at $75,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during the 1994 Fiscal Year
were Laurence W. Higgitt and Henry A. Singer. Henry A. Singer, a director
of the Company during the 1994 Fiscal Year, is a partner of Morrison Cohen
Singer & Weinstein, LLP, counsel to the Company. Such firm was paid
$179,548 for legal services rendered to the Company for the 1994 Fiscal
Year of which $5,491.50 was paid in respect of Mr. Singer's attendance at
Board and Committee meetings.
COMPENSATION COMMITTEE REPORT
The Compensation Committee is responsible for reviewing levels and
methods of executive compensation and making recommendations to the Board
of Directors. Such recommendations were made in the past primarily based
upon comparisons of executive compensation in other comparable companies
engaged in the distribution of high reliability electronic components.
The comparable companies which were reviewed by the Compensation
Committee in 1994 included only in part those companies which are included
in the index used in the performance graph set forth on page 15. The other
comparable companies chosen were based upon those having a more comparable
size to that of Zing. The compensation levels for the company's executives
are in the medium range of compensation of these comparable companies.
While performance of these companies were looked at in relation to that of
Zing it was also noted that Zing's almost exclusive reliance on the
military marketplace for its component distribution business made it more
difficult for Zing to attain comparable performance with that of other
distributors whose marketplace was predominantly commercial and that no
company was truly comparable to the position of Zing.
8
<PAGE>
Compensation in the 1994 Fiscal Year for the Named Executive Officers
other than the Registrant's Chief Executive Officer was the result of
contractual arrangements entered into between such persons and their
respective employers prior to the beginning of the 1994 Fiscal Year, and
were not reviewed by the Compensation Committee. Members of the
Compensation Committee, which did not formally meet in the 1994 Fiscal
Year, informally concurred in management's decision to set 1994
compensation for Mr. Schrader at $150,000 per annum, except that in the
first fiscal quarter of such year he was paid at his 1993 annual rate of
$300,000 per annum. Such reduction was due to the sale in 1993 of the
Company's high reliability electronic component distribution and value-
added business and the resulting reduction in Mr. Schrader's
responsibilities. The Committee has not met to determine 1995 compensation
for Mr. Schrader or any other executive officer, and as a result such
compensation continues at the 1994 annual rate.
The Compensation Committee did not consider any specific factor in the
performance of Zing in concurring with Mr. Schrader's compensation for the
Fiscal Year 1994. Rather the Committee noted that (i) both subsidiaries of
Zing continued to make progress in growing their business and that Mr.
Schrader was actively involved in developing a business plan with the chief
executive charged with running those subsidiaries to achieve such growth
and (ii) that Mr. Schrader was instrumental in obtaining the sale of the
distribution business at the end of fiscal 1993 at what the board
considered the high range of fair value. Furthermore, it was difficult to
determine compensation for Mr. Schrader since he became the chief executive
officer of what essentially became a holding company. Based upon the
foregoing factors but without guidance on a comparable basis with other
companies, the Compensation Committee concurred with Mr. Schrader's request
that his compensation continue at the rate of $150,000 per year.
The Zing Technologies, Inc. Compensation Committee
Laurence W. Higgitt
Henry A. Singer
With respect to Mr. Catrambone, the Omnirel Board of Directors
establishes performance criteria for his incentive bonus in accordance with
his employment agreement. Such performance criteria include the amount of
increase in Omnirel's pre-tax profit and the amount of reduction in
Omnirel's indebtedness to the Company. The amount of the bonus, in each
case, is based upon the percentage of the goal achieved. During Fiscal
Year 1994, Mr. Catrambone was given a specific mandate to increase
Omnirel's pre-tax profits and to use the corresponding increase in cash
flows to better manage Omnirel's balance sheet by reducing its debt. As a
result of partially achieving the performance objectives established by
Omnirel's Board for Fiscal Year 1994, Mr. Catrambone received a $50,000
performance bonus. If Mr. Catrambone had fully achieved such obligations,
he would have been entitled to receive a performance bonus of $87,500.
Omnirel Corporation Board of Directors
Robert E. Schrader
Martin S. Fawer
John F. Catrambone
COMPARATIVE STOCK PERFORMANCE GRAPH
The following is a graph comparing the annual percentage change in the
cumulative total shareholder return of the Company's common stock with the
cumulative total returns of the published Dow Jones Equity Market Index and
the Dow Jones Semiconductors and Related Index for the Company's last five
(5) fiscal years (assuming the Company's last five fiscal years each ended
on June 30, the current fiscal year-end of the Company).
9
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Zing Technologies, Inc., Dow Jones Equity Market
Index and Semiconductors & Related Index
Fiscal Years Ended September 30, 1989 through 1992 and June 30, 1993 and 1994
[GRAPH]
---------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
---------------------------------------------------------------------------
Zing Technologies, Inc. 100 72 76 44 68 64
---------------------------------------------------------------------------
Dow Jones Equity Market 100 115 124 142 162 164
---------------------------------------------------------------------------
Semiconductors & Related 100 142 140 167 326 361
---------------------------------------------------------------------------
10
<PAGE>
Interest in Certain Transactions of Directors,
Officers and Principal Holders of Voting Securities
---------------------------------------------------
The Company paid Morrison Cohen Singer & Weinstein, LLP, of which Henry
A. Singer, a director of the Company, is a partner, $179,548 for legal ser-
vices rendered to the Company in the Fiscal Year 1994.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL THREE
NOMINEES FOR DIRECTOR.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-------------------------------------------------------------
Messrs. Ernst & Young have been the Company's independent public
accountants since 1983, and were selected by the Board of Directors to
serve in such capacity for the fiscal year ending June 30, 1994 as well.
Accordingly, the Board of Directors recommends that the shareholders now
ratify the appointment of Ernst & Young as the Company's auditors.
Representatives of Ernst & Young will attend the Annual Meeting, will have
an opportunity to make a statement and will be available to answer
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.
---
Shareholder Proposals at the Company's Next Annual Meeting of Shareholders
--------------------------------------------------------------------------
Shareholders of the Company who intend to submit proposals to the
Company's shareholders at the Company's next annual meeting of shareholders
must submit such proposals to the Company no later than September 1, 1995,
120 days before the anticipated date of mailing of the proxy statement for
such meeting. Shareholder proposals should be submitted to Deborah J.
Schrader, Corporate Secretary, 115 Stevens Avenue, Valhalla, New York
10595.
Incorporation by Reference
--------------------------
The Company hereby incorporates by reference its Annual Report on Form
10-K for the fiscal years ended June 30, 1994.
Other Matters
-------------
Management knows of no other matters to be presented at the Meeting.
If any other matter does properly come before the Meeting, the appointees
named in the Proxy will vote the Proxy in accordance with their best
judgment.
By Order of the Board of Directors
Deborah J. Schrader
Secretary
Dated: Valhalla, New York
August 10, 1995
11
<PAGE>
ZING TECHNOLOGIES, INC.
115 Stevens Avenue
Valhalla, New York 10595
(914) 747-7474
ATTENDANCE SLIP IN CONNECTION WITH ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 12, 1995
NAME:
ADDRESS:
NUMBER OF SHARES OWNED:
[Please print]
12
<PAGE>
ZING TECHNOLOGIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS OF ZING TECHNOLOGIES, INC.
The undersigned acknowledges receipt of a Notice of Annual Meeting
and of an accompanying Proxy Statement, and hereby appoints Deborah J.
Schrader and Martin Fawer, and either of them, proxies with several powers
of substitution, to vote on behalf of the undersigned at the Annual Meeting
of Shareholders of ZING TECHNOLOGIES, INC. (the "Company"), to be held on
September 12, 1995 or at any adjournment thereof, as indicated upon the
following matters as described in the Notice of Meeting and accompanying
Proxy Statement:
1. For election of three nominees for director listed below
(unless authority to vote is withheld as to all nominees by crossing out
this Item, or as to any individual nominee by crossing out his name below)
to serve in one of the two existing classes of the board for staggered
terms as described in the accompanying Proxy Statement.
Henry A. Singer
John F. Catrambone
Lawrence W. Higgitt
2. To approve the appointment of Ernst & Young as the independent
public accountants for the Company.
[________] FOR [____________] AGAINST [_______] ABSTAIN
3. Upon any other business that may properly come before the meeting
or any adjournment thereof, including the election of directors not named as
nominees if any of such nominees shall be unable to serve as a director by
reason of death, incapacity or for any other reason or for good cause will
not serve, according to the number of votes and as fully as the undersigned
would be entitled to vote if personally present, hereby revoking any prior
proxy or proxies. If more than one of the above-named proxies shall be
present in person or by substitute, both of the proxies so present and
voting shall have and either may exercise all the powers hereby granted.
<PAGE>
[Continued from other side]
Said proxies will withhold the vote on the election of directors if
so instructed under Item 1.
IF NO INSTRUCTION IS INDICATED, SAID PROXIES WILL VOTE IN FAVOR OF THE
NOMINEES LISTED IN PROPOSAL 1 AND IN FAVOR OF PROPOSAL 2 AND WILL USE THEIR
DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN ITEM 3.
Dated: __________________________________ , 1995
Please Date
Signature(s):
__________________________________________________
(Please sign under name exactly as it
appears on stock certificate)
___ Check here if you plan
to attend the meeting
