<PAGE> 1
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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ICC TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ICC TECHNOLOGIES, INC
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
--------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------
<PAGE> 2
ICC TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
- --------------------------------------------------------------------------------
To the Stockholders of ICC Technologies, Inc.:
The 1996 Annual Meeting of Stockholders of ICC TECHNOLOGIES, INC.
(the "Company") will be held on June 6, 1996, at 9:00 A.M. (local time), at the
Ritz-Carlton Hotel, 17th and Chestnut Street at Liberty Place, Philadelphia,
Pennsylvania, for the following purposes:
1. To elect a Board of Directors consisting of seven (7)
persons to serve until the next Annual Meeting of
Stockholders or until their respective successors shall have
been duly elected and qualified.
2. To ratify the selection of Coopers & Lybrand, L.L.P. as the
Company's independent public accountants for 1996.
3. To transact such other business as may properly come before
the meeting or any postponement or adjournment thereof.
The Board of Directors has fixed April 9, 1996, as the record date
for the determination of Stockholders entitled to vote at the meeting. Only
Stockholders of record at the close of business on the record date will be
entitled to notice of, and to vote at, the meeting or any postponement or
adjournment thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF
STOCKHOLDERS. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE
RESPECTFULLY REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED FORM OF
PROXY PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
By Order of the Board of Directors.
Albert Resnick
Secretary
April 25, 1996
<PAGE> 3
ICC TECHNOLOGIES, INC.
441 NORTH 5TH STREET, SUITE 102
PHILADELPHIA, PENNSYLVANIA 19123
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 6, 1996
---------------------
GENERAL
This Proxy Statement and the accompanying proxy are
furnished to the stockholders ("Stockholders") of ICC Technologies, Inc. (the
"Company") in connection with the solicitation of proxies by the Board of
Directors to be used in voting at the Annual Meeting of Stockholders to be held
on June 6, 1996, and at any adjournment or postponement thereof (the "Annual
Meeting"). The approximate date of mailing of this Proxy Statement is April
26, 1996.
PROXY INFORMATION. All proxies received pursuant to this
solicitation will be voted, except as to matters where authority to vote is
specifically withheld, and, where a choice is specified as to the proposals
described in the foregoing Notice of Annual Meeting, they will be voted in
accordance with such specification. If no choice is specified in the proxy,
the persons named in the enclosed proxy will vote in favor of: (i) the election
of all seven (7) nominees for directorships hereinafter named; and (ii)
ratifying the selection of Coopers & Lybrand, L.L.P. to be the Company's
independent public accountants for 1996. All of the directors of the Company
have voted for and approved the above items and recommend a vote for approval
of each of the foregoing actions by the Stockholders of the Company entitled to
vote. If any other matters are properly brought before the Annual Meeting, the
persons named in the enclosed proxy will act or vote in accordance with their
best judgment. The Board of Directors is not currently aware of any matters
(other than procedural matters) which will be brought before the Annual Meeting
and which are not referred to in the foregoing Notice.
The cost of the solicitation of management proxies will be
borne by the Company. In addition, proxies may be solicited in person or by
telephone, telegraph or teletype by officers, directors or employees of the
Company, without additional compensation. The Company will pay the reasonable
expenses incurred by record holders of the Company's capital stock who are
brokers, dealers, banks or voting trustees, or their nominees, upon request,
for mailing proxy material and the Company's Annual Report.
The enclosed proxy also confers discretionary authority to
vote with respect to any and all of the following matters that may come before
the Annual Meeting, including: (i) matters which the Company's Board of
Directors does not know are to be presented a reasonable time before proxy
solicitation; (ii) approval of the minutes of a prior meeting of Stockholders,
if such approval does not constitute ratification of the action taken at such
meeting; (iii) the election of any person to any office for which a bona fide
<PAGE> 4
nominee named herein is unable to serve or for good cause will not serve; (iv)
any proposal omitted from this Proxy Statement and the form of proxy pursuant
to Rule 14a-8 or Rule 14a-9 under the Securities Exchange Act of 1934, as
amended; and (v) matters incidental to the conduct of the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before it is voted. Proxies may be revoked
by (i) filing with the Secretary of the Company, at or before the taking of the
vote at the Annual Meeting, a written notice of revocation bearing a later date
than the proxy, (ii) duly executing a later dated proxy relating to the same
shares and delivering it to the Secretary of the Company before the taking of
the vote at the Annual Meeting, or (iii) attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not in and of
itself constitute a revocation of a proxy). Any written notice of revocation
or subsequent proxy should be sent and delivered to ICC Technologies, Inc., 441
North 5th Street, Suite 102, Philadelphia, PA 19123, Attention: Albert Resnick,
Secretary, or hand delivered to the Secretary of the Company at or before the
taking of the vote at the Annual Meeting.
RECORD DATE AND VOTING. The Board of Directors of the
Company has fixed April 9, 1996 as the record date (the "Record Date") for the
determination of Stockholders entitled to notice of, and to vote at, the Annual
Meeting. Accordingly, only holders of record of Common Stock on the Record
Date will be entitled to vote at the Annual Meeting. As of the Record Date,
there were outstanding and entitled to vote 21,120,674 shares of the
Company Common Stock, each of which is entitled to cast one (1) vote on all the
matters to be brought before the meeting. The presence at the Annual Meeting,
in person or by properly executed proxy, of the holders of a majority of the
voting power of all the shares of Common Stock is necessary to constitute a
quorum at the Annual Meeting. For the purpose of determining the number of
votes cast at the Annual Meeting, those cast "For" or "Against" will be
counted. Indication of "Abstention" will be counted only for purposes of
determining whether a quorum is present at the Annual Meeting. Therefore, a
properly executed proxy marked "Abstention" will have the same effect as a vote
against approval of the matters brought before the meeting.
THE APPROVAL OF EACH MATTER TO BE BROUGHT BEFORE THE ANNUAL
MEETING WILL REQUIRE THE AFFIRMATIVE VOTE OF A MAJORITY OF THE TOTAL VOTING
POWER OF ALL THE OUTSTANDING SHARES OF THE COMPANY COMMON STOCK PRESENT AT THE
MEETING, IN PERSON OR BY PROXY, VOTING AS A SINGLE CLASS.
ELECTION OF DIRECTORS
At the Annual Meeting, seven (7) directors are to be elected
to hold office for the ensuing year or until their respective successors shall
have been duly elected and qualified. The Company's Board of Directors has
designated the seven (7) persons named in the following table, of whom six (6)
are current directors, to be nominees for election as directors. The term of
office of all current directors of the Company expires on the date of this
Annual Meeting of Stockholders.
The Company has no reason to believe that any of its
nominees will be unwilling or unable to serve; however, should any of these
nominees become unavailable for any reason, the Board of Directors may
designate a substitute nominee. Unless authority has been withheld, the
persons named on the enclosed
(2)
<PAGE> 5
proxy intend to vote the shares represented by the proxies for the election of
the Board of Directors' nominees or substituted nominees.
Under the Company's By-Laws, Stockholders may propose
nominees to the Board of Directors by submitting a written petition to the
Chairman of the Board thirty-five (35) days prior to the Annual Meeting; no
such petitions have been received as of the date of this proxy statement.
DIRECTORS AND NOMINEE FOR DIRECTOR
The following table sets forth certain information
concerning the directors and nominee for director of the Company.
<TABLE>
<CAPTION>
Director
Name Age Position With the Company Since
---- --- ------------------------- --------
<S> <C> <C> <C>
Irwin L. Gross (3)(4) 52 Chairman of the Board and President 1984
William A. Wilson 62 Vice Chairman of the Board 1991
Albert Resnick(4) 66 Secretary and Director 1991
Stephen Schachman (1)(2)(5) 51 Director 1984
Andrew L. Shapiro (1)(2)(3)(5) 41 Director 1990
Mark S. Hauser (1)(2) 38 Director 1994
Charles T. Condy 58 Nominee for Director
</TABLE>
- ---------------------
(1) Member of Compensation Committee
(2) Member of Audit Committee
(3) Member of Nominating Committee
(4) Member of Equity Plan Committee
(5) Member of Stock Option Committee
The following information with respect to the directors,
nominee for director and executive officers of the Company has been furnished
by such persons.
Irwin L. Gross is a founder of the Company and has
been the Chairman of the Company and a director since the Company's inception
in May 1984. Mr. Gross has served as the President of the Company since
February 1994 and also held such position from the Company's inception through
July 1991. In addition, Mr. Gross has served as the Chief Executive Officer of
the Partnership since its formation in February 1994 and is one of the two
members of the Management Committee of the Partnership. Mr. Gross also serves
as the Chairman of the Board of Directors of EA Industries, Inc. (formerly
called Electronic Associates, Inc.), a publicly-held company listed on the New
York Stock Exchange that is engaged in the contract manufacturing of electronic
products and development of new technologies. Mr. Gross has a Bachelor of
Science degree in Accounting from Temple University and a Juris Doctor degree
from Villanova University.
(3)
<PAGE> 6
William A. Wilson has been the Vice Chairman of the
Company since February 1994 and a director of the Company since July 1991, and
served as Treasurer of the Company from February 1994 to December 1994. Mr.
Wilson also served as President and Chief Executive Officer of the Company from
July 1991 to February 1994 when he retired from such positions. Prior to
joining the Company, Mr. Wilson held a series of senior management positions
with United Technologies Corporation from 1980 to 1991, including most recently
as Senior Vice President of its Commercial/Industrial Group and prior thereto
as President and Chief Executive Officer of Carrier, President of European
Operations for Otis Elevator Company, President of Latin American Operations
for Otis Elevator company, and Vice President of Otis Elevator Company
responsible for manufacturing planning. Mr. Wilson has a Bachelor of Science
degree in Mechanical Engineering from Drexel University.
Albert Resnick has been a director of the Company
since July 1991 and was appointed the Secretary of the Company in February
1994. From 1953 until his retirement in July 1991, Mr. Resnick was a Vice
President of G.B. Goldman Paper Company, a paper distribution company located
Philadelphia, Pennsylvania. At G.B. Goldman, he was responsible for
purchasing, marketing and advertising. Mr. Resnick has a Bachelor of Science
degree in Economics from the Wharton School of the University of Pennsylvania.
Stephen Schachman has served as a director of the
Company since August 1984. Mr. Schachman has been a Managing Director and a
member of the Board of Directors of Public Affairs Management, Inc., a
consulting company in political affairs, since April 1993. Mr. Schachman
served as President and Chief Executive Officer of Enercom, Ltd., a consulting
company in the energy and communications fields, from April 1991 to January
1993. From January 1992 to February 1995, Mr. Schachman served in various
capacities at Penn Fuel, Inc., having served most recently as Executive Vice
President. From September 1988 to April 1991, Mr. Schachman practiced law with
the law firm of Dilworth, Paxson, Kalish and Kauffman. Mr. Schachman has also
served as President of Philadelphia Gas Works and was a director of the
American Gas Association. Mr. Schachman currently serves on the Board of
Elizabethtown Gas Company. Mr. Schachman has a Bachelor of Science degree in
Economics from the Wharton School of the University of Pennsylvania and a Juris
Doctor degree from Georgetown University Law Center.
Andrew L. Shapiro has served as a director of the
Company since May 1990. He has been President of Andy's Janitorial Service
Co., Inc. since 1973. Mr. Shapiro has also been President of Shapiro
Communications, Inc., a provider of special mobile radio services in the Boston
area, since 1987, Mr. Shapiro also serves as a director of Associated Builders
and Contractors, a national trade association of builders. Mr. Shapiro has a
Bachelor of Arts degree in Education from Glassboro State College.
Mark S. Hauser has served as a director of the
Company since December 1994. He is a founder and has been a Managing Director
of Tamarix Capital Corporation since June 1994 and of Hauser, Richards
& Co. since March 1991, investment and merchant banking firms. Prior to
founding Hauser, Richards & Co. in March 1991, Mr. Hauser was a Managing
Director at Ocean Capital Corporation, a private international investment
banking firm from January 1986 to March 1991. Mr. Hauser has been an Advisory
Director of Direct Language Communications since November 1993 and Vice
Chairman of the Board of Directors of The Holmes Protection Group, Inc. since
September 1994. Mr. Hauser also serves as a director of EA Industries, Inc.,
a publicly-held company engaged in the contract
(4)
<PAGE> 7
manufacturing of electronic products and systems. Mr. Hauser has economics and
law degrees from Sydney University and a Master of Law degree from the London
School of Economics and Political Science.
Charles T. Condy has been nominated to serve as
director of the Company. He is founder and has been Chairman and Chief
Executive Officer of Proven Alternatives, Inc., an international energy
management company, since 1991. Mr. Condy was Chairman and Chief Executive
Officer of California Energy Company, Inc., a geothermal energy company which
he founded in 1971. Prior to founding California Energy Company, Mr. Condy was
Executive Vice President-Western Region of John Nuveen and Company, members of
the New York Stock Exchange. In the public policy area, Mr. Condy helped found
and has served as board member of the Business Council for a Sustainable
Energy Future and the Coalition for Energy Efficiency and Renewable
Technologies. Mr. Condy currently advises the U.S. Department of Energy, the
U.S. Agency for International Development, and the U.S. Asian Environmental
Partnership on energy efficiency technology transfer and related funding to
developing economies.
Manfred Hanuschek has been the Chief Financial
Officer of the Company since October 1994 and Treasurer since December 1994.
From 1983 to October 1994, he was employed by Coopers & Lybrand, certified
public accountants, most recently as Senior Audit Manager. Mr. Hanuschek is a
Certificated Public Accountant, licensed in the Commonwealth of Pennsylvania.
Mr. Hanuschek has a Bachelor of Science degree in Accounting from Pennsylvania
State University and is a member of the American and Pennsylvania Institutes of
Certified Public Accountants.
The executive officers of the Company are elected by, and
serve at the discretion of, the Board of Directors.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held 11 meetings
(including regularly scheduled and special meetings and actions by written
consent) during the fiscal year ended December 31, 1995. During 1995, each of
the directors attended at least 91% of the meetings of the Board of Directors
held during his tenure.
The Board has an Audit Committee, a Compensation Committee,
a Nominating Committee, a Stock Option Committee and an Equity Plan Committee
(formed in 1994), which meet as the need arises. The Audit Committee held four
meetings, the Compensation Committee held four meetings, the Stock Option
Committee held one meeting and the Nominating and Equity Plan Committee held no
meetings in 1995. The Audit Committee communicates with and receives
information independently from the Company's auditors regarding the Company's
financial condition. The Audit Committee is currently composed of Mark S.
Hauser, Stephen Schachman and Andrew Shapiro. The Compensation Committee
periodically reviews and evaluates the compensation of the Company's officers.
The Compensation Committee is currently composed of Mark S. Hauser, Stephen
Schachman and Andrew Shapiro. The Nominating Committee is responsible for
identifying and recruiting candidates for the Company's Board of Directors.
The Nominating Committee is currently composed of Irwin L. Gross and Andrew L.
Shapiro. The Nominating Committee will consider nominees recommended by
Stockholders. The Stock Option Committee is currently composed of Stephen
Schachman and Andrew Shapiro. The Stock Option Committee administers grants of
options from the Company's Incentive Stock Option and Nonqualified Stock Option
Plans.
(5)
<PAGE> 8
The Equity Plan Committee is currently composed of Irwin L. Gross and
Albert Resnick. The Equity Plan Committee administers the Equity Plan for
Directors (the "Equity Plan"), which was adopted in 1994.
COMPENSATION OF DIRECTORS
Commencing June 1, 1995, each non-employee director receives
an annual retainer of $7,500 plus a per meeting fee of $500 for each Board or
Committee meeting attended. Prior to June 1, 1995, each non-employee director
received $500 for each Board meeting and $250 for each Committee meeting
attended. Prior to May 26, 1994, each independent director, at the
commencement of his term as director, was granted options under the Company's
Nonqualified Stock Option Plan ("NQSOP") to purchase shares of Common Stock,
contingent on continued service; after May 26, 1994 the independent directors
have been and will be granted options under the Company's Equity Plan for
Directors ("Equity Plan") instead of under the NQSOP. Directors who also serve
as officers or employees of the Company have received, and are eligible to
continue to receive, if granted, options under the NQSOP (see "Certain
Relationships and Related Transactions").
The Equity Plan provides that on July 1, 1994, as to each
person who is an Eligible Director on such date, and on the date on which a
person first becomes an Eligible Director, as to each person who was not an
Eligible Director on July 1, 1994 (each, a "First Grant Date"), and on each
fifth anniversary of his First Grant Date, each Eligible Director will be
automatically granted an option to purchase 50,000 shares of Company Common
Stock, subject to antidilution adjustments in the event of any stock dividend,
stock split or combination of shares, recapitalization or other change in the
Company's capital stock, provided that sufficient shares are available under
the Equity Plan for such grant. An "Eligible Director" is a director who is
not, and has not been during the preceding 12 months, an officer or employee of
the Company. The exercise price for options granted under the Equity Plan is
the fair market value of the Company Common Stock on the date of the grant.
Options will vest and be exercisable in five annual installments of 10,000
shares commencing on the first anniversary of the First Grant Date, provided
that certain performance criteria, relating to future market prices of the
Company's Common Stock, have been satisfied. All options under the Equity Plan
will expire not later than ten years after the First Grant Date. If a
director's service with the Company terminates for any reason other than death,
all his options under the Equity Plan which are not then exercisable will
terminate and the exercisable options will remain exercisable for a period of
three months but not later than ten years after the First Grant Date. In the
case of a director's death, all his options under the Equity Plan shall become
immediately exercisable and may be exercised by such director's estate or
assignee for a period of three years thereafter but not later than ten years
after the First Grant Date. Immediately prior to a "change in control" of the
Company, as defined below under "Certain Relationships and Related
Transactions", all outstanding options under the Equity Plan will immediately
vest and become exercisable, subject to satisfaction of the performance
criteria for the year in which such event occurs as if all of the outstanding
options constitute an option installment for such year. The Equity Plan is
administered by a committee of the Board which is comprised, presently, of
Irwin L. Gross and Albert Resnick. Under the Equity Plan, Stephen Schachman
and Andrew Shapiro each was automatically granted on July 1, 1994 an option for
50,000 shares, exercisable at $5.60 per share, and Mr. Hauser was automatically
granted on December 15, 1994 an option for 50,000 shares, exercisable at $8.125
per share.
(6)
<PAGE> 9
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely on a review of copies of reports filed with it
under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
the Company has determined that the following officers and directors failed to
file on a timely basis the indicated number of reports pertaining to
transactions that occurred during the fiscal year ended December 31, 1994:
Albert Resnick filed Form 4 late four times, and Irwin L. Gross filed Form 4
late once.
(7)
<PAGE> 10
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth, for the
three fiscal years ended December 31, 1995, the compensation for services in
all capacities earned by the Company's Chief Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------ --------------------------------------------
AWARDS PAYOUTS
------ -------
Securities
OTHER ANNUAL Restricted Underlying LTIP All other
NAME AND PRINCIPAL SALARY COMPENSATION Stock Options/ Payouts Compen-
POSITION (1) YEAR ($) (1) BONUS($) ($) Award(s)($) SARs (#) ($) sation ($)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Irwin L. Gross, 1995 $129,167 - - - - - -
Chairman of the Board, 1994 105,735 - - - 675,000(2) - -
President and Chief 1993 155,000(3) - - - 750,000(4) - -
Executive Officer
</TABLE>
- --------------
(1) There were no other executive officers whose total annual
salary and bonus exceeded $100,000 in 1995.
(2) Stock options granted under the Nonqualified Stock Option
Plan.
(3) 20% of salary was deferred in 1992 through March 31, 1993 as
part of a cash conservation program. Mr. Gross received
$147,250 in cash compensation and had $7,750 of his salary
deferred in 1993. Mr. Gross was elected to the additional
offices of President and Chief Executive Officer on February
22, 1994.
(4) Warrants to purchase common stock. Warrants have piggyback
registration rights.
There were no grants of stock options or warrants to the Company's Chief
Executive Officer in 1995.
The following table sets forth information concerning the exercise of
options to purchase the Company's Common Stock by the named executive officer
during the fiscal year ended December 31, 1995 as well as the number and
potential value of unexercised options (both options which are presently
exercisable and options which are not presently exercisable) as of December 31,
1995.
(8)
<PAGE> 11
AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND FY-END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Value Underlying Unexercised In-the-Money
Shares Acquired Realized Options/SARs at FY-End (#) Options/SARs at FY-End ($)
Name on Exercise (#) ($) Exercisable/Unexercisable (1) Exercisable/Unexercisable (2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Irwin L. Gross - - 517,753/990,000 $4,112,316/$6,830,000
</TABLE>
- ----------------
(1) Includes both options and warrants to purchase common stock.
(2) The value reported represents the difference between the
closing price as reported by NASDAQ on December 29, 1995 of
$11, minus the exercise price, multiplied by the number of
shares underlying the options.
EXECUTIVE COMPENSATION
As a condition to the formation of the Partnership pursuant to the joint
venture asset transfer agreement, Mr. Gross entered into a five year employment
agreement with the Partnership, dated February 7, 1994, pursuant to which Mr.
Gross is employed as the Chief Executive Officer of the Partnership and is
required to devote a majority of his business time to the business of the
Partnership, at an annual salary of $155,000, subject to certain adjustments.
Mr. Gross also received an annual salary in 1994 of $105,735 from the Company
for his services as its Chairman of the Board and President, although he does
not have a written employment agreement with the Company. In June 1995, the
Company increased Mr. Gross' salary to $150,000 per annum.
Prior to the formation of the Partnership, the Company entered into an
employment agreement with William A. Wilson, the former President and Chief
Executive Officer and a director of the Company, that was to expire on December
31, 1996. Under the terms of the agreement, Mr. Wilson received an annual
salary of $150,000 and options vesting over five years to purchase 500,000
shares of Common Stock at an exercise price of $2.60 per share. The agreement
also stipulated that Mr. Wilson would receive one year of salary plus benefits
if he were terminated from employment without cause during the term of the
agreement. Effective February 28, 1994, Mr. Wilson resigned as President and
Chief Executive Officer of the Company, was appointed Vice Chairman of the
Board and Treasurer, and he became a part-time employee of the Company. Under
the terms of the amended employment agreement, Mr. Wilson receives an annual
salary of $50,000 and the options to purchase 200,000 shares of Common Stock
which had not yet vested, vest over a four year period commencing in February
1994, subject to his continued employment with the Company and subject to
acceleration upon the occurrence of certain extraordinary corporate events,
such as a merger, sale or change in control of the Company.
Albert Resnick, Secretary and Director, received a salary at an annual rate
of $100,000 effective June 1, 1995. Prior to June 1, 1995 Mr. Resnick received
no salary.
ADDITIONAL INFORMATION WITH RESPECT TO THE COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS.
The members of the Compensation Committee for the Company in 1995 were
Stephen Schachman, Andrew Shapiro and Mark S. Hauser, outside directors.
Messrs. Schachman and Shapiro also served as the members of the Stock Option
Committee.
(9)
<PAGE> 12
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
It is the responsibility of the Compensation Committee to recommend to the
Board of Directors the compensation of the Chief Executive Officer and all
other officers of the Company. The Committee evaluates performance of all
executive officers and considers management succession and related matters.
The Committee reviews with the Board of Directors all aspects of the
compensation of the executive officers.
The Committee also recommends to the Board and the Stock Option Committee
the utilization of stock options for executive officers to provide longer term
performance related incentives, in order to link their rewards to stockholder
gains. It is the philosophy of the Company to provide a fair and competitive
compensation program which seeks to enhance the profitability and value of the
Company, in part by relating and aligning the performance and financial
interests of management with those of the Company and its stockholders. The
Committee periodically reviews the level of compensation for its executive
officers with compensation provided by similar entrepreneurial companies. Base
salary for senior officers is reviewed by the Compensation Committee.
Irwin L. Gross, the Chairman of the Board, President and Chief Executive
Officer, did receive an increase in salary for 1995. Mr. Gross' salary was
increased to the annual rate of $150,000 effective June 1, 1995, from the
annual rate of $100,000 prior thereto. Mr. Gross also receives an annual
salary of $155,000, subject to certain adjustments, from the Partnership in
his capacity as Chief Executive Officer thereof.
The foregoing report was furnished by the Compensation Committee of the
Board of Directors:
Mark S. Hauser
Stephen Schachman
Andrew Shapiro
(10)
<PAGE> 13
COMPANY PERFORMANCE
Set forth below is a graph comparing the cumulative total stockholder
return on the Company's Common Stock against the NASDAQ Small Cap Stock Market
(U.S. Companies) and an industry index (the MG Industry Group 161 - Electrical
Equipment ("Industry Index"), which currently consists of 57 air conditioning
and electrical appliance companies), for the five years beginning January 1,
1991 and ended December 31, 1995, assuming an initial investment of $100 and
that dividends are reinvested annually, weighted in accordance with market
capitalization.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
OF ICC TECHNOLOGIES, INC., NASDAQ MARKET INDEX AND INDUSTRY INDEX(1)
[PERFORMANCE GRAPH HERE]
<TABLE>
<CAPTION>
LEGEND
-------------------------------------------------------------------
Fiscal Year Ending December 31
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Symbol 1990 1991 1992 1993 1994 1995
- ------ ---- ---- ---- ---- ---- ----
- ---(triangle) --- ICC Technologies, Inc. 100 200.00 89.29 285.71 417.86 628.57
---(circle)--- NASDAQ Market Index 100 128.38 129.64 155.50 163.26 211.77
---(square)--- Industry Index 100 125.68 112.62 140.26 153.22 202.27
</TABLE>
- ---------------
(1) The Industry Index, issued by an outside firm, currently includes Adflex
Solutions Inc., Adtran Inc., Aerovox Inc., Amistar CP, Amp Inc.,
Amphenol CP, Asea AB ADR, Aseco CP, Ault Inc., Belden Inc., C.P. Clare
CP, Ceco Environmental CP, Del Electronics CP, Digimetrics Inc, Dynamics
CP of America, EFI Electronics Inc., Electric & Gas Tech Inc., Emerson
Electric Co., Energy Research CP, Federal Signal CP, Fiberstars Inc.,
Fifth Dimension Inc., Franklin Electrical Inc., Fuel-Tech N.V., General
Electric Co., Harmon Ind Inc., Helionetics Inc., Hitachi Ltd., Hubbell
Inc. CL B, Illinois Tool Works Inc., Internat Power Machines, Joslyn CP,
Knogo North America Inc., Kuhlman CP, Larson Davis Inc., Littelfuse Inc.,
LSI Ind Inc., Magnetek, Inc., Maxwell Labs Inc., Ophthalmic Imaging
Systs, Oryx Technology CP, Philips Electronics NV, Polyphase CP, Powell
Ind Inc., Quadrax CP, Raychem CP, Research Inc., Robbins & Myers Inc.,
SI Technologies, Inc., Softnet Systems, Thermo Voltek CP, Thomas & Betts
CP, Thomas Ind Inc., Trans Ind Inc., Waters Instrument Inc., Woodhead
Ind Inc., and WPI Group Inc.
(11)
<PAGE> 14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Irwin L. Gross, Chairman of the Board and a major stockholder of the
Company, is indebted to the Company in the unpaid balance of $28,667, pursuant
to the terms of a promissory note evidencing a loan of $70,000 made in April
1993, which provides that such amount is payable on demand together with
interest at the annual rate of 10%. The loan was reduced to the present
balance by the offsetting of deferred salary on December 31, 1993.
Concurrent with the completion of the secondary offering of 2.5 million
shares sold to the public in February 1996: (i) the 350 shares outstanding of
Series G Convertible Preferred Stock, beneficially owned by Messrs. Gross,
Resnick and Shapiro were converted into 2,859,696 shares of Common Stock and
the accrued dividends of approximately $82,000 were paid; (ii) the 1,500
shares outstanding of the Series H Convertible Preferred Stock owned by Mr.
Resnick were converted into 750,000 shares of Common Stock; (iii) the accrued
Series H Convertible Preferred Stock dividends of approximately $649,000 were
paid in the form of Common Stock at the rate of $4.00 per share; (iv) the 135
shares outstanding of the Series F Preferred Stock owned by Messrs. Gross and
Resnick were redeemed for approximately $256,000 and the accrued dividends of
approximately $32,000 as of November 30, 1995 were paid; (v) the 500 shares
outstanding of the Series I Preferred Stock owned by Messrs. Gross, Resnick and
Shapiro were redeemed for $500,000 and the accrued dividends of approximately
$197,000 were paid; and (vi) the 225 shares outstanding of the Series J
Preferred Stock owned by Messrs. Gross, Resnick and Shapiro were redeemed for
$225,000, and the accrued dividends of approximately $84,000 were paid.
See, also, "Executive Compensation" herein.
(12)
<PAGE> 15
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 5, 1996,
regarding beneficial ownership of the Company's Common Stock by (i) each person
who is known to the Company to be the beneficial owner of more than 5% of the
Company's Common Stock, (ii) each of the Company's named executive officers,
(iii) each director, and (iv) all executive officers and directors as a group.
Unless otherwise indicated, the stockholders listed possess sole voting and
investment power with respect to the shares indicated as owned by them.
<TABLE>
<CAPTION>
Number of Percentage
Name and Address (1) Position Shares Owned of Class
-------------------- -------- ------------ ----------
<S> <C> <C> <C>
Irwin L. Gross Chairman of the Board 2,800,046(2) 13.0%
441 North Fifth Street and President
Suite 102
Philadelphia PA 19123
Albert Resnick Secretary and 1,833,969(3) 8.6%
441 North Fifth Street Director
Suite 102
Philadelphia PA 19123
Andrew L. Shapiro Director 1,019,914(4) 4.8%
1273 N. Church Road
Suite 107
Moorestown NJ 08057
Stephen Schachman Director 60,000(5) 0.3%
William A. Wilson Vice Chairman of the Board 35,000(7) 0.2%
Mark S. Hauser Director 172,000(6) 0.8%
Manfred Hanuschek Chief Financial Officer and 10,000(7) 0%
Treasurer
All Executive Officers, Directors 5,930,929 26.5%
and Nominees
as a group (9 persons)
- ---------------------
</TABLE>
(1) Addresses are included for beneficial owners of more than 5%.
Beneficiary ownership has been determined pursuant to Rule 13d-3 of
the Securities Exchange Act of 1934.
(2) Includes 1,360,601 shares of Common Stock and currently exercisable
options to purchase 217,753 shares of Common Stock, and warrants to
purchase 450,000 shares of Common Stock. Also includes 771,692
shares of Common Stock held of record by a trust for the benefit of
the children of Mr. Gross, with respect to which he exercises shared
voting and investment power.
(3) Includes 1,552,969 shares of Common Stock, and currently exercisable
options to purchase 281,000 shares of Common Stock.
(4) Includes 767,056 shares of Common Stock and currently exercisable
options to purchase 252,858 shares of Common Stock.
(5) Includes 25,000 shares of Common Stock and currently exercisable
options to purchase 35,000 shares of Common Stock.
(6) Includes 165,000 shares of Common Stock which may be acquired
pursuant to currently exercisable warrants and 7,000 shares of Common
Stock which may be acquired pursuant to currently exercisable
options.
(7) Consists of shares of Common Stock which may be acquired pursuant
to currently exercisable options.
(13)
<PAGE> 16
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Coopers & Lybrand, L.L.P. Certified Public
Accountants, audited the financial statements of the Company for 1995. The
Board of Directors has reappointed Coopers & Lybrand, L.L.P. as the Company's
independent public accountants for fiscal year 1996. If the appointment is not
ratified by stockholders, the Board may reconsider its recommendation. A
representative of Coopers & Lybrand, L.L.P. is expected to be present at the
Annual Meeting, will have an opportunity to make a statement, and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND, L.L.P. AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR FISCAL YEAR 1996.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholder proposals for the next Annual Meeting of
Stockholders must be submitted to the Company by December 31, 1996, to receive
consideration for inclusion in the 1997 Proxy Statement.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THE PROXY
STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS MOST RECENT
YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO ALBERT RESNICK, SECRETARY,
AT THE ADDRESS OF THE COMPANY APPEARING ON THE FIRST PAGE OF THIS PROXY
STATEMENT.
By Order of the Board of Directors
Albert Resnick
Secretary
April 25, 1996
Philadelphia, Pennsylvania
(13)
<PAGE> 17
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ICC TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Irwin L. Gross, William A. Wilson and Albert
Resnick, and each of them, as proxies, each with full power of substitution, to
vote all of the shares of Common Stock, par value $.01 per share, of ICC
Technologies, Inc., which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held on June 6,
1996 at 9:00 A.M., local time, and at any adjournment thereof, upon the
following matters set forth in the notice of such meeting.
(TO BE SIGNED ON REVERSE SIDE)
- ----------------------------------------------------------------
A / X / PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD NOMINEES: Irwin L. Gross
1. Election / / / / Mark S. Hauser
of Albert Resnick
Directors Stephen Schachman
Andrew L.Shapiro
William A. Wilson
Charles T. Condy
To withhold authority for any individual nominee(s)
check the box below and insert the nominee's name on
the line.
/ / FOR ALL EXCEPT
----------------------------
FOR AGAINST ABSTAIN
2. Ratify selection of Coopers & Lybrand, / / / / / /
LLP as the Company's independent public
accountants for 1996.
3. In their discretion, on such other business as may properly
come before the Annual Meeting or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ABOVE. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
OF THE BOARD OF DIRECTORS NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2.
PLEASE MARK, SIGN, DATE, AND RETURN IMMEDIATELY.
Please check here if you plan to attend the annual meeting of / /
stockholders at 9:00 A.M. local time on June 6, 1996.
SIGNATUE DATE SIGNATURE DATE
---------------- ------------- --------- ----------
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN GIVE FULL TITLE. IF A CORPORATION, SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
