<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 240.14a-11(c) or 240.14a-12
COMTREX SYSTEMS CORPORATION
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
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COMTREX SYSTEMS CORPORATION
102 EXECUTIVE DRIVE
MOORESTOWN, NEW JERSEY 08057
---------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 13, 1997
---------------------------------------------
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders (the "Annual Meeting") of Comtrex
Systems Corporation, a Delaware corporation (the "Company"), will be held at the
Radisson Hotel (formerly the Clarion Hotel), Route 73, Mount Laurel, New Jersey,
at 2:00 P.M., local time, on Wednesday, August 13, 1997, for the following
purposes:
(1) To elect 7 directors of the Company to hold office
until the next Annual Meeting of Shareholders or
until their respective successors are duly elected
and shall qualify; and
(2) To transact such other business as may properly come
before the Annual Meeting or any adjournment or
postponement thereof.
The Proxy Statement accompanying this Notice provides detailed
information concerning matters to be considered and acted upon at the Annual
Meeting. Please read it carefully.
The Board of Directors of the Company unanimously recommends that the
Shareholders vote in favor of the proposal for the election of directors.
The Board of Directors has fixed the close of business on July 2, 1996
as the record date for determining those shareholders who will be entitled to
notice of and to vote at the Annual Meeting.
You are cordially invited to attend the Annual Meeting. Whether or not
you plan to attend the meeting, please complete, date and sign the enclosed
proxy card and return it promptly in the enclosed envelope. Your proxy may be
revoked at any time prior to the time it is voted.
A copy of the Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1997 is enclosed with this Notice.
By Order of the Board of Directors,
ANTHONY S. MALADRA
Secretary
Moorestown, New Jersey
July 18, 1997
<PAGE>
COMTREX SYSTEMS CORPORATION
102 Executive Drive
Moorestown, New Jersey 08057-4224
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 13, 1997
These proxy materials are furnished in connection with the solicitation
of proxies by the Board of Directors of Comtrex Systems Corporation, a Delaware
corporation ("Comtrex" or the "Company"), for the Annual Meeting of Shareholders
of Comtrex (the "Annual Meeting") to be held at 2:00 P.M. on Wednesday, August
13, 1997, at the Radisson Hotel (formerly the Clarion Hotel), Route 73, Mount
Laurel, New Jersey, and any adjournments or postponements of such meeting. These
proxy materials were first mailed to shareholders on or about July 18, 1997. The
address of the principal executive office of Comtrex is 102 Executive Drive,
Moorestown, New Jersey 08057-4224.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized below:
(l) To elect seven (7) directors to serve until the next Annual Meeting
of Shareholders or until their respective successors are duly elected and shall
qualify; and
(2) To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
<PAGE>
COMMON STOCK AND PRINCIPAL HOLDERS THEREOF
Shares of the Common Stock, par value $.001 per share (the "Common
Stock"), of Comtrex, represented by proxies in the accompanying form which are
properly executed and returned to Comtrex before the Annual Meeting, will be
voted at the meeting in accordance with the shareholders' instructions contained
in such proxies. In the absence of contrary instructions, shares represented by
such proxies will be voted for the election of the nominees listed herein to
serve as directors of the Company; and in the discretion of the proxy holders on
such other matters as may properly come before the Annual Meeting.
Any shareholder has the power to revoke his proxy at any time before it
is voted. A proxy may be revoked by a shareholder if it has not been exercised
by filing with the Secretary of the Company a written notice of such revocation,
by a later dated proxy delivered to the Secretary of the Company at any time
prior to the voting of the shares represented by such proxy, by oral revocation
given by a shareholder in person at the Annual Meeting or any adjournment
thereof prior to the exercise of such proxy, or by the shareholder voting the
shares represented by the proxy by written ballot at the Annual Meeting or any
adjournment thereof.
The close of business on July 2, 1997 was the record date (the "Record
Date") for shareholders entitled to notice of and to vote at the Annual Meeting.
Shares of Common Stock outstanding on the Record Date are entitled to vote at
the Annual Meeting, and the holders of record thereof will have one vote for
each share so held on the matters to be voted upon at the Annual Meeting. The
presence in person or by proxy of the holders of a majority of the outstanding
shares of Common Stock of the Company entitled to vote at the Annual Meeting
will constitute a quorum. Abstentions and broker non-votes are counted for the
purposes of
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determining the presence or absence of a quorum for the transaction of business
at the meeting. Abstentions are counted in the tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining the election of directors or whether a proposal has
been approved.
As of the close of business on June 24, 1997, there were 3,164,022
outstanding shares of Common Stock. The following table lists the shareholders
known to the Company to be beneficial owners of more than five percent (5%) of
the Common Stock as of June 24, 1997:
<TABLE>
<CAPTION>
Name and Number of Approximate
Address Shares Owned(1),(2) Percentage Owned
- --------- ------------ ----------------
<S> <C> <C>
Irene Maladra, 543,447(3) 17.2%
individually and as
Trustee of the Anthony
Maladra Residuary Trust
c/o Comtrex Systems
Corporation
102 Executive Drive
Moorestown, NJ 08057
Jeffrey C. Rice 384,200(4) 12.1%
c/o Comtrex Systems
Corporation
102 Executive Drive
Moorestown, NJ 08057
Alan G. Schwartz 290,573(4)(5) 9.2%
c/o TCA
2020 West Fullerton Avenue
Chicago, IL 60657
</TABLE>
- ------------------------
1. Each person has sole voting and investment power with respect to
the shares unless otherwise indicated.
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2. Cede & Co., nominee for The Depository Trust Company, has informed
the Company that as of the close of business on July 2, 1997 it
held 2,208,446 shares (69.8%) of the Common Stock of the Company.
The Depository Trust Company acts as central depository or
"clearing house" for certificates of the shares of numerous
corporations held for the account of banks and brokerage houses.
The amount of shares held by Cede & Co. changes daily.
3. Anthony Maladra, an individual owning in excess of five percent of
the capital stock of the Company, died on May 6, 1990. Pursuant to
the terms and provisions of Anthony Maladra's Last Will and
Testament, the shares of the capital stock of the Company owned by
the deceased have been distributed to the Anthony Maladra
Residuary Trust (the "Trust"). Irene Maladra is a co-trustee and
the lifetime beneficiary of the Trust, and in such capacity she is
deemed to be the beneficial owner of the shares of the capital
stock of the Company held by the Trust.
4. Includes 10,000 shares subject to stock options granted pursuant
to the 1992 Non-Qualified Stock Option Plan; stock options
pertaining to 2,000 shares became exercisable on August 12, 1992,
stock options pertaining to 2,000 shares became exercisable on
August 12, 1993, stock options pertaining to 2,000 shares became
exercisable on August 12, 1994, stock options pertaining to 2,000
shares became exercisable on July 1, 1995, and stock options
pertaining to the remaining 2,000 shares became exercisable on
July 1, 1996.
5. Includes 59,588 shares owned by Mr. Schwartz's mother and Mr.
Schwartz's four adult children, as to which Mr. Schwartz disclaims
beneficial ownership.
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CERTAIN INFORMATION WITH RESPECT TO DIRECTORS AND OFFICERS
Election of Directors.
The Board of Directors consists of seven (7) directors, all of whom are
to be elected at the Annual Meeting to serve until the 1998 Annual Meeting.
Management's nominees for election as directors are listed below. The proxy
holders intend to vote all proxies received by them in the accompanying form for
such nominees unless otherwise directed. In the unanticipated event that any
nominee is unable or unwilling to accept the nomination or to serve as a
director at the time of the Annual Meeting, the proxies will be voted for the
remaining nominees and for a substitute nominee who shall be designated by the
present Board of Directors to fill the vacancy. As of the date of this Proxy
Statement, management is not aware of any nominee who is unable or unwilling to
serve as a director.
Director of
Comtrex
Name Since Age
- ---- ------------ ---
Sidney Dworkin 1982 76
Larry Irwin 1992 49
William A. Landman 1984 43
Nathan I. Lipson 1996 70
Anthony S. Maladra 1992 32
Jeffrey C. Rice 1989 47
Alan G. Schwartz 1982 65
SIDNEY DWORKIN is currently Chairman of the Board of Advanced Modular Systems,
Inc. and of Marbledge Group, Inc. He is also a Director of CCA Industries, Inc.,
Paragon Mortgage Company, Northern Technologies International, Consolidated
Health Care, Inc., Viragen, Inc.,
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and Interactive Technologies, Inc. Mr. Dworkin has been Chairman of the Board of
the Company since 1990.
LARRY IRWIN has been Chairman, President and Chief Executive Officer of World
Scape, Inc. since founding the company in 1987. World Scape is a private company
which provides commercial landscaping services. Prior to founding World Scape,
Mr. Irwin owned and operated a similar business for more than fifteen years. Mr.
Irwin is also President and owner of NPC Systems Inc., a private company which
provides consulting and installation services for computer systems and
local-area-networks.
WILLIAM A. LANDMAN has been a Principal of CMS Investment Resources, Inc., a
Pennsylvania corporation engaged in personal investment banking, since June 30,
1987. For more than five years prior to such date, he was a partner in the law
firm of Reich, Landman and Barry, P.C. of Pittsburgh, Pennsylvania.
NATHAN I. LIPSON is currently a Director of HALIS, L.L.C., an Atlanta, Georgia
based company, which is a provider of computerized information systems and
networking services. Mr. Lipson is a private investor in various other
companies. He has had ownership and management interests in companies in the
food service industry, including Squirrel Companies, Inc. prior to its
acquisition in March of 1992 by Sulcus Computer Corporation, and in the carpet
industry.
ANTHONY S. MALADRA has been a Principal of AM Transportation, a New Jersey based
company engaged in freight and transportation services, since 1995. From
November of 1990 to August of 1995, he served as Treasurer of Comtrex Systems
and has served as Secretary since August of 1995. Mr. Maladra had been a full
time employee of Comtrex Systems from 1986 to
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August of 1996, and served in various capacities, including Director of
Operations, purchasing agent and manufacturing supervisor.
JEFFREY C. RICE has been President, Chief Executive Officer and a Director of
the Company since February 1, 1989. From May of 1985 through January 1989 he was
a Director of American Business Computers Corporation, and served as its
President and Chief Executive Officer from May 1, 1985 through April 30, 1986
and as President of a wholly owned subsidiary, ABC/SEBRN TechCorp, from November
1986 through January 1989. American Business Computers is a public company which
sells computerized equipment and systems to the food service industry. From 1977
through January 1985, Mr. Rice served as Director, President and Chief Executive
Officer of MICROS Systems, Inc., a public corporation which supplies POS systems
to the hospitality industry.
ALAN G. SCHWARTZ has been Chairman of the Board and CEO of Tennis Corporation of
America, which builds, owns and operates commercial recreational facilities, and
a partner in Gifford Investment Company, a partnership which invests in real
estate, for more than the past five years. He is currently a Director of Firstar
Illinois Bank Corporation.
The Company's By-laws provide that directors shall be elected by a
plurality of the votes cast. There is no provision for cumulative voting under
the Company's Certificate of Incorporation or By-laws.
Board of Directors' Meetings and Committees.
During the fiscal year ended March 31, 1997, four (4) meetings of the
Board of Directors were held. In such year, all of the incumbent directors
attended at least seventy-five percent
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(75%) of the aggregate of all meetings of the Board of Directors and the
committees on which they served held during the year.
The following is a brief description of the functions of the committees
of the Board of Directors and the identity of their members:
Executive Committee. The Board of Directors has designated an Executive
Committee of the Board, comprised of three (3) directors. The Executive
Committee's current members are Sidney Dworkin, Jeffrey C. Rice, and Alan G.
Schwartz. The Executive Committee met in separate session five (5) times during
the fiscal year ended March 31, 1997. The Executive Committee meets regularly
between meetings of the Company's Board of Directors and reviews the Company's
business activities in relation to the Company's business plan.
Audit Committee. The Board of Directors has also designated an Audit
Committee of the Board, comprised of two (2) directors. The Audit Committee's
current members are William A. Landman and Sidney Dworkin. The Audit Committee
met in separate session one (1) time during the fiscal year ended March 31,
1997. The Audit Committee meets with the Company's independent accounting firm
to review the Company's internal policies, procedures, and controls.
The Company does not have a standing nominating committee or
compensation committee of the Board of Directors.
Security Ownership of Management.
The following table sets forth the beneficial ownership of Common Stock
of Comtrex as of June 24, 1997 by each director and nominee, the Company's Chief
Executive Officer, and all directors, nominees and the Company's executive
officers as a group.
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Number of Approximate
Name Shares Owned(1) Percentage Owned
- ---- ------------ ----------------
SIDNEY DWORKIN 34,300(2) 1.1%
LARRY IRWIN 40,800(2)(3) 1.3%
WILLIAM A. LANDMAN 36,302(2) 1.1%
NATHAN I. LIPSON 60,000(4) 1.9%
ANTHONY S. MALADRA 14,900(2) 0.5%
JEFFREY C. RICE 384,200(2) 12.1%
ALAN G. SCHWARTZ 290,573(2)(5) 9.2%
ALL EXECUTIVE OFFICERS,
DIRECTORS AND NOMINEES
AS A GROUP (9 people) 929,510(6) 28.2%
------- ----
- -------------------
1. Each person has sole voting and investment power with respect to the
shares unless otherwise indicated.
2. Includes 10,000 shares subject to stock options granted pursuant to the
1992 Non-Qualified Stock Option Plan; stock options pertaining to
2,000 shares became exercisable on August 12, 1992, stock options
pertaining to 2,000 shares became exercisable on August 12, 1993, stock
options pertaining to 2,000 shares became exercisable on August 12,
1994, stock options pertaining to 2,000 shares became exercisable on
July 1, 1995, and stock options pertaining to the remaining 2,000
shares became exercisable on July 1, 1996. None of such options had
been exercised as of the date hereof.
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3. Includes 15,000 shares subject to stock options granted pursuant to the
1992 Non-Qualified Stock Option Plan, which options have been
exercisable since August 12, 1992. None of such options had been
exercised as of the date hereof.
4. Includes 20,000 shares subject to options granted pursuant to the 1992
Non-Qualified Stock Option Plan, all of which have been exercisable
since April 16, 1996. None of such options had been exercised as of the
date hereof.
5. Includes 59,588 shares owned by Mr. Schwartz's mother and Mr.
Schwartz's adult children, as to which Mr. Schwartz disclaims
beneficial ownership.
6. Includes (a) a total of 95,000 shares subject to options granted
pursuant to the provisions of the 1992 Non-Qualified Stock Option Plan,
as detailed in footnotes 2, 3 and 4 above, (b) a total of 25,935 shares
owned by all other officers of the Company who are not directors, (c) a
total of 5,000 shares subject to incentive stock options granted to all
other executive officers of the Company who are not directors under the
Amended and Restated 1985 Incentive Stock Option Plan, which options
became exercisable on February 20, 1995, and (d) a total of 37,500
shares subject to incentive stock options, granted to all other
executive officers of the Company who are not directors, under the 1995
Incentive Stock Option Plan, which shares became exercisable between
March 29, 1996 and May 22, 1997. None of the options described in this
footnote had been exercised as of the date hereof. The number of shares
indicated as owned by executive officers and directors as a group does
not reflect options which are not exercisable within sixty (60) days
after the date hereof. Also includes 59,588 shares detailed in footnote
5 above.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
(10%) of the Company's Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the National
Association of Securities Dealers Automated Quotation System ("NASDAQ").
Officers, directors and greater than ten percent (10%) shareholders are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5s were
required for those persons, the Company believes that during the period from
March 31, 1996 through March 31, 1997 all filing requirements applicable to its
officers, directors, and greater than ten percent beneficial owners were
complied with in a timely manner.
Executive Compensation.
Cash Remuneration of Executive Officers
The following table provides certain summary information concerning
compensation paid by the Company to the Company's Chief Executive Officer for
the fiscal years ended March 31, 1997, 1996 and 1995.
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SUMMARY COMPENSATION TABLE
Annual Long Term Compensation
Compensation Award
--------------- ----------------------
(a) (b) (c) (d) (e)
Name All
and Other
Principal Options Compen-
Position Year Salary Granted sation
- ------------------------------------------- ----------------------
Jeffrey 1997 $141,000 2,000 $ 2,616(1)
C. Rice, 1996 $141,000 2,000 $ 3,975(2)
Chief 1995 $139,000 2,000 $ 1,940(3)
Executive
Officer
- ------------------------
1. Consists of premium payments made by the Company on term life insurance
policy and $2,115 of Company matching funds, at a rate of 25% of the
employee's contribution, under the Company 401(k) plan.
2. Consists of premium payments made by the Company on term life insurance
policy and $2,032 of Company matching funds, at a rate of 25% of the
employee's contribution, under the Company's 401(k) plan.
3. Consists of premium payments made by the Company on term life insurance
policy and $1,443 of Company matching funds, at a rate of 25% of the
employee's contribution, under the Company's 401(k) plan.
Stock Options Granted
The following table provides information concerning stock options
granted to the Company's Chief Executive Officer during the fiscal year of the
Company ended March 31, 1997.
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OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
% of Total
Options
Granted to
Options Employees Exercise or Base
Name Granted(#) in Fiscal Year Price($/Sh) Expiration Date
- ---- ---------- -------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Jeffrey
C. Rice 2,000 10.5% $0.59 July 1, 2000
</TABLE>
Option Exercises and Holdings
Jeffrey C. Rice, the Company's Chief Executive Officer, did not
exercise any stock options during the fiscal year of the Company ended March 31,
1997. As of the end of the Company's last fiscal year, Mr. Rice owned options to
acquire 10,000 shares of the Company's Common Stock pursuant to the 1992
Non-Qualified Stock Option Plan.
Compensation of Directors
Outside directors who are not members of the Executive Committee
receive $750 per Board of Directors' meeting attended and are reimbursed for
their out-of-pocket expenses incurred in connection with their performance as
members of the Board of Directors. Members of the Executive Committee receive a
yearly fee of $5,000, in addition to any other fees received as a member of the
Board of Directors. The Chairman of the Board, who is also a member of the
Executive Committee, receives a yearly fee of $5,000, in addition to any other
fees he receives as a member of the Board of Directors. Members of the Board who
are executive officers of the Company receive no additional compensation for
serving as Directors of the Company.
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INDEPENDENT ACCOUNTANTS
The Board of Directors, by resolution, has selected Drucker, Math &
Whitman, P.C., independent certified public accountants, to audit the books,
records and accounts of the Company for the fiscal year ending March 31, 1998.
It is anticipated that representatives of Drucker, Math & Whitman, P.C. will be
present at the meeting to respond to appropriate questions and, if they desire,
to make a statement.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered at the 1997 Annual
Meeting of Stockholders must be received at the principal executive offices of
the Company no later than March 20, 1998. Such proposals may be included in next
year's proxy statement if they comply with certain rules and regulations
promulgated by the Securities and Exchange Commission.
COSTS OF SOLICITATION
The entire cost of soliciting proxies will be borne by Comtrex.
Arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy materials to the beneficial owners of
stock, and reimbursement for expenses may be made. Proxies may be solicited in
person or by telephone or telegraph by directors, officers or regular employees
of Comtrex, none of whom will receive additional compensation therefor.
MANNER IN WHICH PROXIES WILL BE VOTED
All properly executed proxies received by the Board of Directors will
be voted. The Board proposes to vote all such proxies, unless otherwise
directed, for the election of the above nominees to the Board of Directors. The
Board knows of no other matters which may be
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presented for action at the meeting. However, if any other matter properly comes
before the meeting, the proxy holders will vote in accordance with their best
judgment on such matter.
Stockholders are urged to vote, sign and return the enclosed form of
proxy promptly in the enclosed envelope.
By Order of the Board of Directors,
ANTHONY S. MALADRA
July 18, 1997
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COMTREX SYSTEMS CORPORATION
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints JEFFREY C. RICE, with full power of
substitution, the proxy of the undersigned to represent the undersigned at the
Annual Meeting of Stockholders of Comtrex Systems Corporation to be held August
13, 1997, or any adjournment or postponement thereof, and to vote the number of
shares of the Common Stock of Comtrex Systems Corporation which the undersigned
would be entitled to vote if personally present:
(1) Election of Directors FOR the nominees WITHHOLD AUTHORITY
listed below to vote for the
(except as marked nominees listed
to the contrary below /__/ below) /__/
(Instruction: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
Sidney Dworkin Larry Irwin William A. Landman Nathan I. Lipson
Anthony S. Maladra Jeffrey C. Rice Alan G. Schwartz
(2) In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
<PAGE>
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR the election of the nominees listed above. This proxy may be revoked at any
time prior to the time it is voted. You are urged to sign and return your proxy
without delay in the return envelope provided for that purpose which requires no
postage if mailed in the United States.
------------------------------
------------------------------
Signature(s) of Stockholder(s)
When signing the proxy, please date it and take care to have the signature
conform to the stockholder's name as it appears on this side of the proxy. If
shares are registered in the names of two or more persons, each person should
sign. Executors, administrators, trustees and guardians should so indicate when
signing.
Dated: ________________, 1997
