<PAGE>
<PAGE>
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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $0.00 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-6(j)(2).
[ ] $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 transactions applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
[ ] 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 offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
ZING TECHNOLOGIES, INC.
115 Stevens Avenue
Valhalla, New York 10595
(914) 747-7474
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 18, 1996
The Annual Meeting of Shareholders of Zing Technologies, Inc. (the
"COMPANY") will be held at The Summit at Towers Perrin Training Center, 100
Summit Lake Drive, Valhalla, NY, 10595, on November 18, 1996 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 LLP as the
independent public accountants for the Company.
3. To act upon any other business than may properly come
before the meeting.
The shareholders of record at the close of business on September 30,
1996 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: October 7, 1996
<PAGE>
<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" or "ZING") for use at the Annual Meeting of
Shareholders of the Company to be held on November 18, 1996 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, 1996 is being mailed to shareholders on
approximately October 9, 1996. The Company previously mailed to shareholders the
Quarterly Report on Form 10-QSB for the nine month period ended March 31, 1996.
The shares of common stock represented by each duly executed proxy received
by the Board of Directors before the Annual Meeting will be voted at the Annual
Meeting as specified in the proxy. A stockholder may withhold authority to vote
for all of the nominees by striking a line through such nominees' names in the
appropriate space on the accompanying proxy card or withhold authority to vote
for any individual nominee by striking a line through such nominee's name in the
appropriate space on the accompanying proxy card. UNLESS INSTRUCTIONS TO THE
CONTRARY ARE GIVEN, EACH PROPERLY EXECUTED PROXY WILL BE VOTED FOR (i) THE
ELECTION OF DIRECTORS NAMED IN THIS PROXY STATEMENT AND THE FORM OF PROXY AND
(ii) THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS THE COMPANY'S
INDEPENDENT AUDITORS.
Any shareholder giving a Proxy may nevertheless 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 addition 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.
<PAGE>
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
As of September 30, 1996 the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were outstanding
2,494,199 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.
SECURITY OWNERSHIP
PRINCIPAL SECURITY HOLDERS
The following table sets forth, as at September 30, 1996 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:
<TABLE>
<CAPTION>
Name and Address Amount Benefi- Percent of
Title of Class of Beneficial Owner cially Owned Class
- -------------- ------------------- -------------- -------
<S> <C> <C> <C>
Common Robert E. Schrader 1,152,711 46.22%
72 Haight Crossroad
Chappaqua, NY 10514
Common Jesse Greenfield 217,350 8.71%
3765 Wild Plum Ct.
Boulder, Co. 80434*
</TABLE>
- ---------------
* 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. Percent of class determined
using outstanding shares as of September 30, 1996.
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 1997) Shareholders in 1998
--------------------- --------------------
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 Class I to serve until the next succeeding meeting of
shareholders to be held in 1997 and three nominees to Class II to serve until
the second succeeding
2
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<PAGE>
meeting of the shareholders to be held in 1998. The Class I nominees are Robert
E. Schrader, Deborah J. Schrader and Martin S. Fawer; the Class II 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.
<TABLE>
<CAPTION>
Director of
Name, Age, Principal Occupation, Other Directorships Zing Since
- ---------------------------------------------------- ------------
<S> <C>
JOHN F. CATRAMBONE, 56, has been President and Chief Executive Officer of 1986
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, 62, became Chief Financial Officer and Treasurer in February 1988. 1984
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, 51, has been employed by Stephen Rose & Partners, Limited, 1985
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, 49, has been Secretary of the Company since its incorporation. 1969
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, 52, is the founder of the Company and has been President and 1969
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, 58, has been a member of the law firm of Morrison Cohen Singer & 1988
Weinstein, LLP and its predecessor for more than the past five years. Morrison
Cohen Singer & Weinstein, LLP serves as general counsel to the Company.
</TABLE>
BOARD COMMITTEES AND MEETINGS
The Company maintains standing audit, executive and compensation committees
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 commit tee are
John F. Catrambone, Laurence W. Higgitt, Henry A. Singer and Martin S. Fawer.
The audit committee, which met once during the fiscal year ended June 30, 1996
(the "1996 FISCAL YEAR"), and is scheduled to meet again on November 18, 1996,
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 1996 Fiscal Year were Martin S. Fawer, Laurence W. Higgitt
and Henry A. Singer. The compensation committee, which met once during the 1996
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.
3
<PAGE>
<PAGE>
Schrader and Martin S. Fawer. The executive committee, which met four times
during the 1996 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 1996 Fiscal Year were Robert E. Schrader and
Henry A. Singer. The stock option committee did not meet during the 1996 Fiscal
Year. The stock option Committee 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 three times during the 1996
Fiscal Year. All of the directors attended at least 75% of the Board's meetings,
except for Mr. Higgitt who attended two of the three meetings.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as at September 30, 1996 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 1996 Fiscal Year, and by all directors and officers as a group:
<TABLE>
<CAPTION>
Amount of
Common Stock Percent
Beneficially Owned of Class(4)
------------------ -----------
<S> <C> <C>
John F. Catrambone 96,500 (1) 3.87%
Martin S. Fawer 82,236 3.30%
Laurence W. Higgitt 3,000 (1)
*
Henry A. Singer 3,000 (1) *
Deborah J. Schrader 1,152,711 (2) 46.22%
Robert E. Schrader 1,152,711 46.22%
Malcolm Baca -0- 0%
All Officers and Directors
as a Group (7 persons,
including two such persons
who own no shares individually) 1,339,947 (3) 53.72%
</TABLE>
- -----------------------
(*) Represents less than 1% of the shares outstanding.
(1) Includes 3,000 shares which may be acquired upon exercise of warrants.
(2) Beneficial ownership of Mr. Schrader's shares only. No shares held
directly.
(3) Includes 9,000 shares which may be acquired upon exercise of warrants.
(4) 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.
4
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<PAGE>
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.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Position with Company and Business
Name Age Experience During Past Five Years
- ---- --- -----------------------------------
<S> <C> <C>
Robert E. Schrader*
Deborah J. Schrader*
Martin S. Fawer*
John F. Catrambone*
Malcolm Baca 56 Vice President and Treasurer of the Company's
TACTech subsidiary since 1987.
</TABLE>
- ---------------------
* See "Directors" above.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION AND OTHER INFORMATION
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 1996 Fiscal Year (the "NAMED
EXECUTIVE OFFICERS").
5
<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Name and -------------------- All Other
Principal Position Year Salary Bonus Compensation(1)
- ------------------ ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Robert E. Schrader 1996 $150,000 $165,000 $1,800
President, Chief Executive Officer and 1995 $150,000 --- $1,800
Chairman of the Board 1994 $162,500 --- $1,800
John F. Catrambone(2) 1996 $213,275 $121,000 $4,684
President of Omnirel Corporation 1995 $207,500 $100,000 $3,924
1994 $207,504 $ 50,000 $3,054
Malcolm Baca 1996 $178,269 --- $1,374
Vice President and 1995 $168,818 --- $1,374
Treasurer of TACTech 1994 $161,479 --- $1,044
Martin S. Fawer 1996 $ 75,000 $ 49,000 $9,600
Chief Financial Officer 1995 $ 75,000 --- $399,596(3)
1994 $ 89,850 --- $9,600
</TABLE>
- ------------
(1)The amounts reflect the following payments of annual life insurance
premiums in the 1994 Fiscal Year, 1995 Fiscal Year and 1996 Fiscal Year: $1,800
in each such year on behalf of Mr. Robert E. Schrader; $3,054, $3,924, and
$4,684, respectively, on behalf of Mr. John Catrambone; and $1,044, $1,374, and
$1,374, respectively, on behalf of Mr. Malcolm Baca. Mr. Fawer receives an
annual automobile allowance of $9,600.
(2)The salary amounts for Mr. Catrambone in each of 1994, 1995 and 1996
include (i) $22,500, $22,500 and $18,900 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
($80,000 of this loan was repaid in Fiscal Year 1996), and (ii) a contractually
required annual bonus of $60,000. See "Employment Contracts and Termination of
Employment and Change-of-Control Agreements" below.
(3)Includes $389, 996 as the net proceeds received by Mr. Fawer upon his
exercise of 41,857 Warrants.
The above amounts do not include certain personal benefits, which do not
exceed, as to any executive officer identified above, 10% of his total Annual
Compensation.
6
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<PAGE>
GRANTS OF WARRANTS
During the year ended the 1996 Fiscal Year, no warrants, options or stock
appreciation rights in the Company were granted to any Named Executive.
AGGREGATED WARRANT EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END WARRANT VALUES
<TABLE>
<CAPTION>
Shares Number of Unexercised Value of Unexercised In-the Money
Acquired of Value Options/SARs at FY-End( ) Options/SARs at FY-End($)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable(1) Unexercisable
<S> <C> <C> <C> <C> <C> <C>
John F. 3,000 $29,250
Catrambone
</TABLE>
- -------------------------
(1)Based on the fair market value per share of common stock of $9.75,
which was the closing price of the common stock as reported by the National
Association of Securities Dealers, Inc. as at June 28, 1996.
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 agreement, the term of which is set to expire on January 2,
1998, provides for a base salary of $150,000 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 (80% for 1996). 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 which bonus is no longer a part
of Mr. Catrambone's compensation. At June 30, 1996, there was a $60,000 balance
of such loan owed to the Company. The Company has guaranteed the base
compensation payments under such employment agreement to Mr. Catrambone. 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 Fiscal Year 1996,
Mr. Catrambone sold 14,500 shares of the Company's common stock and paid down
such loan by approximately $80,000.
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
7
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<PAGE>
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. In
the 1994 Fiscal Year, 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 per annum.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during the 1996 Fiscal Year were
Laurence W. Higgitt and Henry A. Singer. Henry A. Singer, a director of the
Company during the 1996 Fiscal Year, is a partner of Morrison Cohen Singer &
Weinstein, LLP, counsel to the Company. Such firm was paid $228,000 for legal
services rendered to the Company for the 1996 Fiscal Year of which approximately
$4,000 was paid in respect of Mr. Singer's attendance at Board and Committee
meetings.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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 1996 included only in part those companies which are included in the index
used in the performance graph set forth on page 10. The other comparable
companies chosen were based upon those having a more comparable size to that of
Zing. When the bonuses described below are included in total annual
compensation, the compensation levels for the Company's executives are above the
average range of compensation of these comparable companies.
Base salary for the 1996 Fiscal Year for the Named Executive Officers other
than the Registrant's Chief Executive Officer and Chief Financial Officer was
the result of contractual arrangements entered into between such persons and
their respective employers prior to the beginning of the 1996 Fiscal Year, and
were not reviewed by the Compensation Committee. The Compensation Committee met
once in the 1996 Fiscal Year. In reviewing executive compensation issues, the
Committee concurred in management's decision to maintain 1996 base salary for
Mr. Schrader at $150,000 per annum, to maintain Mr. Fawer's base salary at
$75,000 and pay Mr. Fawer a $49,000 bonus in respect of the 1995 Fiscal Year,
and to extend Mr. Catrambone's employment agreement and pay Mr. Catrambone a
bonus of $13,438 beyond the bonus amount called for by his employment contract
in recognition of increased performance at Omnirel. Mr. Fawer abstained from
deliberations and discussions regarding his compensation. The Committee also
recommended a $165,000 bonus for Mr. Schrader payable in December, 1995. The
Committee has not met to determine 1997 compensation for Mr. Schrader or any
other executive officer, and, as a result, such compensation continues pursuant
to existing employment agreements or at the 1996 annual rate (excluding
non-contractual bonuses) where no employment agreement is in effect.
In setting Mr. Schrader's base salary for Fiscal Year 1996, 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
8
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<PAGE>
obtaining the sale of the distribution business at the end of Fiscal Year 1993
at what the board considered the high range of fair value. Furthermore, it was
difficult to determine base salary for Mr. Schrader since he is the chief
executive officer of what essentially is 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 base salary continue at the rate of $150,000 per year. In recommending to
the Board of Directors a bonus to Mr. Schrader for the 1996 Fiscal Year, the
Compensation Committee made particular note of the foregoing factors and the
fact that the Company achieved record results for the 1996 Fiscal Year. The
Committee therefore determined that Mr. Schrader should receive a bonus of
$165,000 which would bring his total annual compensation for the 1996 Fiscal
Year above the average of his peer group.
THE ZING TECHNOLOGIES, INC. COMPENSATION COMMITTEE
Martin S. Fawer
Laurence W. Higgitt
Henry A. Singer
With respect to Mr. Catrambone, the Omnirel Board of Directors (with Mr.
Catrambone abstaining) established 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 1996, 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 achieving and exceeding the
performance objectives established by Omnirel's Board for Fiscal Year 1996, Mr.
Catrambone received his full $121,000 performance bonus under his employment
agreement, an additional $13,438 discretionary bonus granted by the Omnirel
Board, and an extension of the term of his employment agreement.
Omnirel Corporation Board of Directors
Robert E. Schrader
Martin S. Fawer
John F. Catrambone
9
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<PAGE>
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).
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Zing Technologies, Inc. 100.00 57.89 86.47 84.21 523.71 410.53
Dow Jones Equity Market Index 100.00 114.33 131.15 132.41 166.63 211.83
Dow Jones Semiconductors & Related Index 100.00 119.35 232.92 258.00 546.37 507.31
</TABLE>
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, $228,000 for legal services
rendered to the Company in the Fiscal Year 1996. In June, 1995 , the Company
advanced $112,000 to Mr. Fawer which advance is repayable from any bonuses Mr.
Fawer receives from the Company. The current balance of such advance payable by
Mr. Fawer to Zing is $63,000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") requires the Company's executive officers and directors, and
persons who own more than 10% of a registered class of the Company's equity
securities (the "10% STOCKHOLDERS"), to file reports of ownership on Form 3 and
reports of changes in ownership on Form 4 or Form 5 with the Securities Exchange
Commission. Executive officers, directors and the 10% Stockholders are required
to furnish the Company with copies of such reports. Based solely on its review
of the copies of such forms received by the Company, or written representations
that no other reports are required, the Company believes that during Fiscal Year
1996, the Company's executive officers, directors and 10% Stockholders complied
with the applicable Section 16(a) filing requirements, except that John
Catrambone, a director and executive officer of the Company, filed a Form 4
approximately two months late reporting the disposition of 12,000 shares of
Company common stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL SIX NOMINEES
FOR DIRECTOR.
10
<PAGE>
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Messrs. Ernst & Young LLP 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, 1996 as well. Accordingly, the
Board of Directors recommends that the shareholders now ratify the appointment
of Ernst & Young LLP as the Company's auditors. Representatives of Ernst & Young
LLP 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, 1997, 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-KSB for the fiscal year ended June 30, 1996.
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
October 7, 1996
11
<PAGE>
<PAGE>
APPENDIX 1
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 November 18, 1996 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 six 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 the two existing
classes of the board for staggered terms as described in the accompanying Proxy
Statement.
Class I Class II
Robert E. Schrader Henry A. Singer
Deborah J. Schrader John F. Catrambone
Martin S. Fawer Lawrence W. Higgitt
2. To approve the appointment of Ernst & Young LLP 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>
<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: ____________________, 1996
Please Date
Signature(s):
__________________________________________________________________
(Please sign under name exactly as it appears on stock certificate)
___ Check here if you plan
to attend the meeting
