<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
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 Under Rule 14a-12
COMTREX SYSTEMS CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / 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>
COMTREX SYSTEMS CORPORATION
102 EXECUTIVE DRIVE
MOORESTOWN, NEW JERSEY 08057
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 15, 2000
---------------------
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, Route 73, Mount Laurel, New Jersey, at 2:00 P.M., local
time, on Tuesday, August 15, 2000, for the following purposes:
(1) To elect 5 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 18, 2000 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, 2000 is enclosed with this Notice.
By Order of the Board of
Directors,
JEFFREY C. RICE
President and CEO
Moorestown, New Jersey
July 21, 2000
<PAGE>
COMTREX SYSTEMS CORPORATION
102 Executive Drive
Moorestown, New Jersey 08057-4224
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 15, 2000
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
Tuesday, August 15, 2000, at the Radisson 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 21, 2000. 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:
(1) To elect five (5) 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.
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 18, 2000 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 purpose of determining the
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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 and have the same effect as negative votes. 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 July 18, 2000, there were 3,846,572
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 July 18, 2000:
<TABLE>
<CAPTION>
Name and Number of Approximate
Address Shares Owned(1),(2) Percentage Owned
------- ------------------- ----------------
<S> <C> <C>
Irene Maladra, ................................. 543,447(3) 14.1%
individually and as Trustee of the
Anthony Maladra Residuary Trust
c/o Comtrex Systems Corporation
102 Executive Drive
Moorestown, NJ 08057
Jeffrey C. Rice ................................ 416,200(4) 10.7%
c/o Comtrex Systems Corporation
102 Executive Drive
Moorestown, NJ 08057
Norman and Shirley Roberts ..................... 280,000(5) 6.8%
c/o Comtrex Systems Corporation LTD
2 Gatwick Metro Centre
Balcombe Road
Horley, Surrey RH6 9GA
Steven D. Roberts .............................. 404,000(6) 10.5%
c/o Comtrex Systems Corporation LTD
2 Gatwick Metro Centre
Balcombe Road
Horley, Surrey RH6 9GA
</TABLE>
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(1) Each person has sole voting and investment power with respect to the shares
unless otherwise indicated.
(2) Cede & Co., nominee for The Depository Trust Company, has informed the
Company that as of the close of business on June 30, 2000 it held
2,573,399 shares (66.9%) 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 (5%) 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,
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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 8,000 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 July 1, 1996, stock options pertaining to 2,000
shares became exercisable on July 1, 1997, stock options pertaining to
2,000 shares became exercisable on August 1, 1998, and stock options
pertaining to 2,000 shares became exercisable on August 1, 1999. Also
includes 30,000 shares subject to stock options granted pursuant to the
1995 Incentive Stock Option Plan, which became exercisable on July 28,
1997.
(5) Includes 280,000 shares issuable pursuant to the conversion terms of a
certain Subordinated Convertible Debenture, dated October 2, 1997, issued
by the Company to Norman and Shirley Roberts in connection with the
acquisition by the Company of all of the outstanding capital stock of Data
Systems Terminals Limited, a corporation formed and existing under the
laws of England.
(6) Includes 2,000 shares subject to stock options granted pursuant to the 1992
Non-Qualified Stock Option Plan, which became exercisable on August 1,
1998, and 2,000 shares subject to stock options granted pursuant to the
1992 Non-Qualified Stock Option Plan, which became exercisable on August
1, 1999.
CERTAIN INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors.
The Board of Directors currently consists of seven (7) directors. Mr.
Larry Irwin and Mr. Anthony S. Maladra will be retiring from the Company's
Board of Directors, effective as of the date of the 2000 Annual Meeting. The
Company's by-laws provide that its Board of Directors shall have between three
(3) and fifteen (15) members, the exact number to be fixed by the Board of
Directors. Management has nominated five (5) persons to the Board of Directors.
Management's nominees for election as directors are Sidney Dworkin, Nathan
I. Lipson, Jeffrey C. Rice, Steven D. Roberts and Alan G. Schwartz. The
nominees are to be elected at the 2000 Annual Meeting to serve until the 2001
Annual Meeting.
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 2000 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.
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The following is a list of the current directors of the Company, and all
persons nominated to become such, their ages, and their term of office as a
director of the Company:
Director of
Comtrex
Name Since Age
---- ----- ---
Sidney Dworkin ...................... 1982 79
Larry Irwin ......................... 1992 52
Nathan I. Lipson .................... 1996 73
Anthony S. Maladra .................. 1992 35
Jeffrey C. Rice ..................... 1989 50
Steven D. Roberts ................... 1997 38
Alan G. Schwartz .................... 1982 68
Biographies of Directors and Nominees.
SIDNEY DWORKIN is currently Chairman of the Board of Advanced Modular
Systems, Inc. He is also a Director of CCA Industries, Inc., Paragon Mortgage
Company, Cragar Industries, Inc., Northern Technologies International Corp.,
Novapet, Inc., Viragen, Inc., and Grand Court Lifestyles, Inc. Mr. Dworkin has
been Chairman of the Board of the Company since 1990.
LARRY IRWIN has been Chairman of Worldscape, Inc. since founding the
company in 1987. Worldscape is a private company which provides commercial
landscaping services. Prior to founding Worldscape, 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.
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 Hospitality Technologies Corp., 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 1985. 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 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. From 1977 through January 1985, Mr. Rice
served as Director, President and Chief Executive Officer of MICROS Systems,
Inc.
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STEVEN D. ROBERTS has been Managing Director of Comtrex Systems
Corporation LTD. (formerly known as Data Systems Terminals Limited ("DSTL")),
the Company's wholly-owned U.K. subsidiary, since its acquisition in October of
1997, and has served on the Company's Board of Directors since November of
1997. He had served as Managing Director of DSTL since 1990, and has been an
employee of DSTL since 1984. From 1985 to 1987, Mr. Roberts served as President
of Electronic Cash Registers, Inc. ("ECR") in Cincinnati, Ohio. ECR was a
wholly-owned subsidiary of DSTL, engaged in the distribution of point-of-sale
systems for dry cleaning establishments in the United States.
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.
Cumulative Voting Rights.
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, 2000, four (4) meetings of the
Board of Directors were held. In such year, all of the incumbent directors
attended at least seventy-five percent (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 seven (7) times
during the fiscal year ended March 31, 2000. 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 Nathan Lipson and Sidney Dworkin. The Audit Committee met
in separate session one (1) time during the fiscal year ended March 31, 2000.
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.
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Executive Officers of the Company.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Jeffrey C. Rice ................. 50 President and Chief Executive Officer
Steven D. Roberts ............... 38 Managing Director, Comtrex U.K.
Brian C. Moseley ................ 53 Vice President of Engineering
Kenneth J. Gertie, CPA .......... 37 Vice President of Finance and Administration
Matthew R. Carter ............... 29 Vice President of Sales
</TABLE>
JEFFREY C. RICE For Mr. Rice's biographical information, please refer to
the discussion regarding nominees for election as directors in "Election of
Directors" above.
STEVEN D. ROBERTS For biographical information on Mr. Roberts, please
refer to the discussion regarding nominees for election as directors in
"Election of Directors" above.
BRIAN C. MOSELEY was promoted to Vice President of Engineering of the
Company in August of 1997. Mr. Moseley has been an employee of the Company
since 1985, and has been actively involved in both hardware and software
design, in addition to project management. Prior to his association with
Comtrex, he worked as a Project Engineer for Management Information Concepts.
Mr. Moseley is a graduate of Old Dominion University.
KENNETH J. GERTIE is a certified public accountant in the state of New
Jersey and was appointed Vice President of Finance and Administration and Chief
Financial Officer upon joining the Company in November of 1999. From 1995
through 1999, Mr. Gertie worked as Controller for Charles T. Gamble Industries,
a privately held electronics manufacturer. From 1989 to 1995, he served as
Assistant Controller for a division of Weyerhaueser Co., and from 1985 to 1989
he worked in various positions at a regional CPA firm. Mr. Gertie is a graduate
both of Rutgers University, with a Bachelor of Arts degree in Accounting, and
of Drexel University, with an MBA in Finance.
MATTHEW R. CARTER was promoted to Vice President of Sales of the Company
effective as of July 1, 2000. Mr. Carter joined the Company in June of 1999 as
National Sales Manager. Mr. Carter was one of the four shareholders of Cash
Register Systems (CRS), Inc., and served as its Vice President of Sales from
1995 until its acquisition by the Company in June, 1999. Mr. Carter functioned
as Sales Manager for CRS from 1992 through 1995, and worked in various sales,
service and installation capacities for CRS, beginning as a summer employee in
1986.
6
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Security Ownership of Management.
The following table sets forth the beneficial ownership of Common Stock of
Comtrex as of July 18, 2000 by each director and nominee, the Company's Chief
Executive Officer, and all directors, nominees and the Company's executive
officers as a group.
Number of Approximate
Name Shares Owned(1) Percentage Owned
---------------------------- ---------------------- -----------------
SIDNEY DWORKIN ............. 36,300(2) 0.9%
LARRY IRWIN ................ 27,800(2) 0.7%
NATHAN I. LIPSON ........... 64,000(3) 1.7%
ANTHONY S. MALADRA ......... 12,900(2) 0.3%
JEFFREY C. RICE ............ 416,200(2)(4) 10.7%
STEVEN D. ROBERTS .......... 404,000(5) 10.5%
ALAN G. SCHWARTZ ........... 90,842(2) 2.4%
ALL EXECUTIVE OFFICERS,
DIRECTORS AND NOMINEES AS A
GROUP (9 people) .......... 1,097,542(6) 27.8%
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(1) Each person has sole voting and investment power with respect to the shares
unless otherwise indicated.
(2) Includes 8,000 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 July 1, 1996, stock options pertaining to 2,000
shares became exercisable on July 1, 1997, stock options pertaining to
2,000 shares became exercisable on August 1, 1998, and stock options
pertaining to the remaining 2,000 shares became exercisable on August 1,
1999. None of such options had been exercised as of the date hereof.
(3) Includes 6,000 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 July 1, 1997, stock options pertaining to 2,000
shares became exercisable on August 1, 1998, and stock options pertaining
to 2,000 shares became exercisable on August 1, 1999. None of such options
had been exercised as of the date hereof.
(4) Includes 30,000 shares subject to options granted pursuant to the 1995
Incentive Stock Option Plan, which became exercisable on July 28, 1997.
None of such options had been exercised as of the date hereof.
(5) Includes 4,000 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 1, 1998, and stock options pertaining to
2,000 shares became exercisable on August 1, 1999. None of such options
had been exercised as of the date hereof.
(6) Includes (a) a total of 50,000 shares subject to options granted pursuant
to the provisions of the 1992 Non-Qualified Stock Option Plan, as detailed
in footnotes 2, 3, and 5 above, (b) a total of 20,500 shares owned by all
other executive officers of the Company who are not directors, (c) a total
of 25,000 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 October
4, 1999 and January 10, 2000, and (d) a total of 30,000 shares subject to
options granted under the 1995 Incentive Stock
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Option Plan, as detailed in footnote 4 above. 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.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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, 1999 through March 31, 2000, all Section 16(a) filing requirements
applicable to its officers, directors, and greater than ten percent (10%)
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, 2000, 1999 and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long Term Compensation
Compensation Award
-------------------- -----------------------------------------
Name and Securities Underlying All Other
Principal Position Year Salary Options Granted Compensation
-------------------------------------------------- ------ ----------- ----------------------- ---------------
<S> <C> <C> <C> <C>
Jeffrey C. Rice Chief, Executive Officer ......... 2000 $147,173 2,000 $ 2,797(1)
1999 $143,000 2,000 $ 2,680(2)
1998 $143,000 32,000 $ 2,658(3)
</TABLE>
------------
(1) Consists of premium payments made by the Company on term life insurance
policy and $2,208 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 $2,142 of Company matching funds, at a rate of 25% of the
employee's contribution under the Company 401(k) plan.
(3) Consists of premium payments made by the Company on term life insurance
policy and $2,120 of Company matching funds, at a rate of 25% of the
employee's contribution, under the Company 401(k) plan.
Stock Options Granted.
The following table provides information concerning stock options granted
to the Company's Chief Executive Officer during the fiscal year of the Company
ended March 31, 2000.
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OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
No. of Securities % of Total Options
Underlying Options Granted to Employees Exercise or Base
Name Granted in Fiscal Year Price($/Sh) Expiration Date
------------------------- -------------------- ---------------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Jeffrey C. Rice ......... 2,000 4.5% $ 0.94 7/31/2004
</TABLE>
Option Exercises and Holdings
The following table sets forth certain information regarding the exercise
of options by the Company's Chief Executive Officer during the fiscal year of
the Company ended March 31, 2000 and stock options held by the Company's Chief
Executive Officer as of March 31, 2000.
AGGREGATED OPTION EXERCISE IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised Options In-The-Money Options
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise(#) Realized ($) Unexercisable Unexercisable
------------------------- ----------------- -------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Jeffrey C. Rice ......... -0- -0- 40,000/0 $ 46,360.00
</TABLE>
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. Members of the Board who are executive officers of the Company
receive no additional cash compensation for serving as directors of the
Company. 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.
Pursuant to the Company's 1999 Stock Option Plan (the "1999 Plan"), each
director receives annually (on July 1 of each year) a non-discretionary grant
of options to purchase 2,000 shares of Common Stock at an exercise price equal
to the lowest reported bid price for a share of the Common Stock during the
four-week period immediately preceding the date of the grant. Such options are
exercisable in full one (1) year after the date of grant and expire on the
earliest to occur of (a) five (5) years following the date of grant, (b) three
(3) months following the individual's ceasing to be a director of the Company,
(c) twelve (12) months following termination of service due to disability or
death, or (d) thirty (30) days following the optionee's receipt of written
notice of the proposed dissolution or liquidation of the Company. The exercise
price may be paid in cash or shares of the Common Stock.
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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, 2001.
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 2001 Annual Meeting
of Stockholders must be received at the principal executive offices of the
Company no later than March 23, 2001. 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.
In accordance with Rule 14a-4(c) promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, the holders of proxies solicited by the Board of Directors in
connection with the 2001 Annual Meeting of Shareholders may vote such proxies
in their discretion on certain matters as more fully described in such rule,
including without limitation on any matter coming before the meeting as to
which the Corporation does not have notice on or before June 6, 2001.
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 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,
JEFFREY C. RICE
President and CEO
July 21, 2000
10
<PAGE>
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 (the "Proxy") to represent the
undersigned at the Annual Meeting of Stockholders of Comtrex Systems Corporation
(the "Company") to be held on Tuesday, August 15, 2000, or any adjournment or
postponement thereof, and to vote the number of shares of the Common Stock of
the Company which the undersigned would be entitled to vote if personally
present:
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, the shares represented
hereby will be voted FOR the election of the nominees listed on the reverse side
hereof, and as the Proxy deems advisable on such other matters as may properly
come before the meeting. This proxy may be revoked at any time prior to the time
it is voted.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
/ X / Please mark your votes as in this example.
FOR the nominees listed to WITHHOLD
the right (except as marked to AUTHORITY
the contrary) to vote for the
nominees listed to the right
1. Election
of Directors / / / /
2. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
(Instruction: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)
Sidney Dworkin
Nathan I. Lipson
Jeffrey C. Rice
Steven D. Roberts
Alan G. Schwartz
(MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
Whether or not you plan to attend the meeting in person, 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.
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: _____________, 2000
Signature(s) of Stockholder(s)
