<PAGE> 1
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
ASA International Ltd.
(Name of Registrant as Specified In Its Charter)
ASA International Ltd.
(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), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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:
- - --------------------------------------------------------------------------------
<PAGE> 2
ASA INTERNATIONAL LTD.
10 SPEEN STREET
FRAMINGHAM, MASSACHUSETTS 01701
March 31, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
ASA International Ltd. (the "Corporation") to be held on Friday, April 28, 1995
at 10:00 a.m. at the offices of the Corporation, 10 Speen Street, Framingham,
Massachusetts 01701.
At the Annual Meeting, you will be asked to (i) elect six (6) Directors of
the Corporation, (ii) approve the Corporation's 1995 Stock Option Plan, and
(iii) ratify the selection of the Corporation's independent accountants.
Details of the matters to be considered at the Annual Meeting are contained
in the Proxy Statement, which we urge you to consider carefully.
Whether or not you plan to attend the Annual Meeting, please complete,
date, sign and return your Proxy promptly in the enclosed envelope, which
requires no postage if mailed in the United States. If you attend the Annual
Meeting, you may vote in person if you wish, even if you have previously
returned your Proxy.
Sincerely,
/s/ Alfred C. Angelone
----------------------
ALFRED C. ANGELONE
Chairman
<PAGE> 3
ASA INTERNATIONAL LTD.
10 SPEEN STREET
FRAMINGHAM, MASSACHUSETTS 01701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ASA
INTERNATIONAL LTD. (the "Corporation"), a Delaware corporation, will be held on
Friday, April 28, 1995 at 10:00 a.m. at the offices of the Corporation, 10 Speen
Street, Framingham, Massachusetts 01701 for the following purposes:
1. To elect six (6) members of the Board of Directors, each of whom
is now a Director;
2. To approve the Corporation's 1995 Stock Option Plan, under which
300,000 shares of Common Stock have been reserved for issuance;
3. To ratify the selection of Deloitte & Touche as independent
auditors for the Corporation for the fiscal year ending December 31, 1995;
and
4. To consider and act upon any matters incidental to the foregoing
and any other matters that may properly come before the meeting or any
adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 17, 1995,
as the record date for the determination of stockholders entitled to notice of
and vote at the meeting and any adjournment or adjournments thereof.
We hope that all stockholders will be able to attend the meeting in person.
To assure that a quorum is present at the April 28th meeting, please date, sign
and promptly return the enclosed Proxy whether or not you expect to attend the
meeting. A postage-prepaid envelope, addressed to American Securities Transfer,
Inc., the Corporation's transfer agent and registrar, has been enclosed for your
convenience. If you attend the meeting, your Proxy will, at your request, be
returned to you and you may vote your shares in person.
By Order of the Board of Directors
PAUL D. BROUDE
Assistant Secretary
Framingham, Massachusetts
March 31, 1995
<PAGE> 4
ASA INTERNATIONAL LTD.
10 SPEEN STREET
FRAMINGHAM, MASSACHUSETTS 01701
MARCH 31, 1995
PROXY STATEMENT
The enclosed Proxy is solicited by the Board of Directors of ASA
INTERNATIONAL LTD. (the "Corporation"), a Delaware corporation, for use at the
Annual Meeting of Stockholders to be held at the offices of the Corporation, 10
Speen Street, Framingham, Massachusetts 01701 at 10:00 a.m. on Friday, April 28,
1995, and at any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 17, 1995, will be
entitled to vote at the meeting or any adjournment thereof. On that date,
3,787,469 shares of Common Stock, $.01 par value, of the Corporation were issued
and outstanding. The Corporation has no other voting securities.
Each share of Common Stock entitles the holder to one vote with respect to
all matters submitted to stockholders at the meeting. A quorum for the meeting
is a majority of the shares outstanding. The election of Directors will be
determined by a plurality of the votes cast. The other proposals to be voted
upon by the stockholders of the Corporation require the votes of a majority of
the Common Stock present at the meeting for passage. Abstentions and broker
non-votes (which result when a broker holding shares for a beneficial holder in
"street name" has not received timely voting instructions on certain matters
from such beneficial holder and the broker does not have discretionary voting
power on such matters) are counted for purposes of determining the presence or
absence of a quorum at the meeting. Abstentions are counted in tabulation of the
votes cast on proposals presented to stockholders, whereas broker non-votes are
not counted for purposes of determining whether a proposal has been approved.
THE DIRECTORS AND OFFICERS OF THE CORPORATION AS A GROUP OWN APPROXIMATELY
40.0% OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION. EACH OF THE
DIRECTORS AND OFFICERS HAS INDICATED HIS INTENT TO VOTE ALL SHARES OF COMMON
STOCK OWNED OR CONTROLLED BY HIM IN FAVOR OF EACH ITEM SET FORTH HEREIN.
Execution of a Proxy will not in any way affect a stockholder's right to
attend the meeting and vote in person. The Proxy may be revoked at any time
before it is exercised by written notice to the Secretary prior to the Annual
Meeting or by giving to the Secretary a duly executed Proxy bearing a later date
than the Proxy being revoked at any time before such Proxy is voted, or by
appearing at the Annual Meeting and voting in person. The shares represented by
all properly executed Proxies received in time for the meeting will be voted as
specified therein. In the absence of a special choice, shares will be voted in
favor of the election of Directors of those persons named in this Proxy
Statement and in favor of all other items set forth herein.
The Board of Directors knows of no other matter to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote may be taken, such shares represented by all Proxies received by the Board
of Directors will be voted with respect thereto in accordance with the judgment
of the person named in the Proxies. The Board of Directors knows of no matter to
be acted upon at the meeting that would give rise to appraisal rights for
dissenting stockholders.
An annual report containing financial statements for the fiscal year ended
December 31, 1994, is being mailed herewith to all stockholders entitled to
vote. This Proxy Statement and the accompanying Proxy were first mailed to
stockholders on or about March 31, 1995.
<PAGE> 5
ITEM NO. 1
ELECTION OF DIRECTORS
The Directors of the Corporation are elected annually and hold office until
the next Annual Meeting of Stockholders and until their successors shall have
been elected and qualified. Shares represented by all Proxies received by the
Board of Directors and not so marked as to withhold authority to vote for an
individual Director, or for all Directors, will be voted (unless one or more
nominees are unable or unwilling to serve) for the election of the nominees
named below. The Board of Directors knows of no reason why any such nominee
should be unwilling to serve, but if such should be the case, Proxies will be
voted for the election of some other person or for fixing the number of
Directors at a lesser number.
The following table sets forth the age of each nominee, the year each
nominee was elected a Director and the positions presently held by each nominee
with the Corporation. For information about ownership of the Corporation's
Common Stock by each nominee, see "Beneficial Ownership of Common Stock."
<TABLE>
<CAPTION>
YEAR NOMINEE
FIRST BECAME POSITIONS AND OFFICES
NAME AGE DIRECTOR WITH THE CORPORATION
- - -------------------------------------------- ---- ------------- ----------------------------
<S> <C> <C> <C>
Alfred C. Angelone.......................... 56 1982 Chairman of the Board, Chief
Executive Officer and
Treasurer
Christopher J. Crane........................ 48 1982 Director, President
and Secretary
John M. Grogan.............................. 38 1992 Director
William A. Kulok............................ 54 1993 Director
James P. O'Halloran......................... 62 1991 Director
Gordon J. Rollert........................... 60 1992 Director
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
executive officers, Directors and persons who beneficially own more than ten
percent (10%) of the Corporation's stock to file initial reports of ownership on
Form 3 and reports of changes in ownership on Form 4 with the Securities and
Exchange Commission (the "Commission") and any national securities exchange on
which the Corporation's securities are registered. Executive officers, Directors
and greater than ten percent (10%) beneficial owners are required by the
Commission's regulations to furnish the Corporation with copies of all Section
16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Corporation and written representations from the executive officers and
Directors, the Corporation believes that all Section 16(a) filing requirements
applicable to its executive officers, Directors and greater than ten percent
(10%) beneficial owners were complied with during the fiscal year ended December
31, 1994.
None of the Directors of the Corporation are related by blood, marriage, or
adoption to any of the Corporation's Directors or executive officers. All of the
current Directors of the Corporation attended at least 75% of the meetings of
the Board of Directors and the committees on which they served during 1994.
The Board of Directors has appointed an Executive Committee presently
comprised of Messrs. Angelone and Crane. Each of Messrs. Szklanka, Croswell,
McCarthy, Askin and Ellman, the Corporation's Corporate Vice President and
President of the Tire Systems and International Trade operating groups, Vice
President of the Tire Systems Group, the Vice President and Controller, the
President of the Corporation's CommercialWare Division, and the Executive Vice
President of the Corporation's CommercialWare Division, respectively, serves as
an ex-officio member of the Executive Committee. The Executive Committee is
2
<PAGE> 6
authorized to take any action that the Board of Directors is authorized to act
upon with the exception of the issuance of stock, the sale of all or
substantially all of the Corporation's assets and any other significant
corporate transactions for which full Board approval is required by Delaware
law. Transactions with affiliates require the approval of a majority of the
disinterested members of the Board of Directors or, if appropriate, the
Executive Committee.
The Board of Directors also has appointed a Compensation Committee
presently comprised of Messrs. Grogan, Kulok and O'Halloran and an Audit
Committee comprised of Messrs. Grogan and O'Halloran. The Compensation Committee
is responsible for negotiating and approving compensation arrangements for
certain officers and Directors. The Audit Committee reviews the Corporation's
financial results and recommends the selection of the Corporation's independent
auditors. To date, no other committee of the Board of Directors, including a
nominating committee, has been established.
The Board of Directors and the Executive Committee met four and eleven
times, respectively, during 1994. The Audit Committee and the Compensation
Committee each met one time during 1994.
In February 1994, the Board of Directors appointed a Special Committee to
consider strategic alternatives to maximize the value of the Corporation's
business for its stockholders. The Special Committee was composed of Messrs.
Grogan, Kulok, O'Halloran and Rollert, the four outside Directors, and was
chaired by Mr. Grogan. One of the alternatives considered by the Special
Committee was a preliminary proposal to acquire the Corporation's businesses
other than its Business Systems Division and SmartTime electronic time recording
product line submitted by Messrs. Angelone and Crane, the Corporation's Chief
Executive Officer and President, respectively. On May 9, 1994, the Special
Committee announced that it had decided not to pursue the preliminary proposal
submitted by Messrs. Angelone and Crane. The Special Committee's decision was
made after consultation with an investment banking firm that had served as an
independent financial adviser to the Committee. In May 1994, the Board of
Directors decided to dissolve the Special Committee, as no further proposals
were to be evaluated at that time. The Board of Directors, however, continues to
evaluate ways to maximize the value of the Corporation's business for its
stockholders. The Special Committee met two times during February 1994 through
May 1994.
Occupations of Directors and Executive Officers
The following table sets forth the principal occupation of each of the
Directors and executive officers during the past five years:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
NAME PAST FIVE YEARS
- - ----------------------- -------------------------------------------------------------------
<S> <C>
Alfred C. Angelone..... Chairman, Chief Executive Officer and Treasurer of the Corporation.
Christopher J. Crane... President and Secretary of the Corporation.
John M. Grogan......... Managing Director, Corporate Finance Advisors, a privately-held
investment banking firm; formerly Managing Director, Corporate
Finance, Shawmut National Corporation.
William A. Kulok....... President of Kulok Capital, Inc., a privately-held venture capital
firm.
James P. O'Halloran.... President of The Janus Group, Ltd., a privately-held consulting
firm; formerly Vice President, Private Equity Managers, a
privately-held venture capital firm; and formerly Partner, Arthur
Andersen & Co.
Gordon J. Rollert...... Investment Manager, Standard Asset Group L.P., a privately-held
investment management firm.
Terrence C. McCarthy... Corporation's Vice President and Controller.
Eli Szklanka........... Corporation's Vice President and President of Tire Systems and
International Trade Operating Groups.
</TABLE>
3
<PAGE> 7
Executive Officers
The executive officers of the Corporation, their ages and positions held in
the Corporation are as follows:
<TABLE>
<CAPTION>
YEAR
FIRST BECAME POSITIONS AND OFFICES
NAME AGE OFFICER WITH THE CORPORATION
- - ------------------------------ ---- ------------- --------------------------------
<S> <C> <C> <C>
Alfred C. Angelone............ 56 1982 Chief Executive Officer
Christopher J. Crane.......... 48 1982 President
Terrence C. McCarthy.......... 44 1989 Vice President and Controller
Eli Szklanka.................. 44 1990 Vice President
</TABLE>
CERTAIN TRANSACTIONS
During the fiscal year ended December 31, 1994, the Corporation advanced an
aggregate of approximately $119,700 to Mr. Angelone, the Corporation's Chief
Executive Officer. Mr. Angelone repaid approximately $45,500 and $14,250 to the
Corporation on January 26, 1995 and March 12, 1995, respectively. As of March
17, 1995, the outstanding balance of short-term advances owed by Mr. Angelone to
the Corporation totalled approximately $70,150. Short-term advances made to Mr.
Angelone by the Corporation do not bear interest.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, as of March 17, 1995, certain information
with respect to the beneficial ownership of Common Stock by (i) each person
known by the Corporation to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each of the Corporation's Directors and nominees
to become Directors, and (iii) all Directors and nominees and officers as a
group. Except as otherwise indicated, the stockholders listed on the table have
sole voting and investment power with respect to the shares indicated. As of
March 17, 1995, the Corporation had 1,501 stockholders of record.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS(1)
- - ---------------------------------------------------------------- ------------------ ------------
<S> <C> <C>
Alfred C. Angelone(2)(3)........................................ 930,164 23.2
303 Hillside Street
Milton, MA 02186
Christopher J. Crane(2)(4)...................................... 924,132 23.2
283 Littleton Road
Harvard, MA 01451
John M. Grogan(5)............................................... 9,000 *
60 Cedar Lane
Westwood, MA 02090
William A. Kulok(5)............................................. 48,000 1.3
116 Echo Drive
Jupiter, FL 33458
James P. O'Halloran(6).......................................... 22,000 *
105 Spring Street
Arlington, MA 02174
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS(1)
- - ---------------------------------------------------------------- ------------------ ------------
<S> <C> <C>
Gordon J. Rollert(7)............................................ 23,785 *
55 William Street
Suite G40
Wellesley, MA 02181
Eli Szklanka(8)................................................. 43,936 1.2
P.O. Box 167
Silver Lake, NH 03875
All Directors and officers as a group (8 persons)
(2)(3)(4)(5)(6)(7)(8)(9)...................................... 2,009,894 47.0
- - ---------------
<FN>
* Less than 1%.
(1) This percentage is computed on the basis that the stockholder's options have
been exercised but that no other options or warrants have been exercised.
(2) Includes 24,535 shares of Common Stock owned by ASA Investment Partnership,
of which Messrs. Angelone and Crane are general partners.
(3) Includes 225,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within 60 days of the date of this Proxy
Statement.
(4) Includes 195,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within 60 days of the date of this Proxy
Statement.
(5) Includes 8,000 shares of Common Stock underlying non-qualified stock options
that are exercisable within 60 days of the date of this Proxy Statement, but
excludes an additional 12,000 shares of Common Stock underlying
non-qualified stock options that are not so exercisable.
(6) Includes 20,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within 60 days of the date of this Proxy
Statement, but excludes an additional 5,000 shares underlying non-qualified
stock options that are not so exercisable.
(7) Includes 12,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within 60 days of the date of this Proxy
Statement, but excludes an additional 8,000 shares of Common Stock
underlying non-qualified stock options that are not so exercisable.
(8) Includes 20,000 shares of Common Stock underlying incentive stock options
that are exercisable within 60 days of the date of this Proxy Statement.
(9) Includes 2,804 shares of Common Stock owned by an executive officer of the
Corporation and 6,073 shares of Common Stock underlying incentive stock
options that are exercisable by the officer within 60 days of the date of
this Proxy Statement, but excludes an additional 1,000 shares of Common
Stock underlying incentive stock options that are not so exercisable.
</TABLE>
5
<PAGE> 9
REMUNERATION AND OTHER INFORMATION
The following tables set forth the compensation paid to the Corporation's
officers with respect to services rendered to the Corporation during the fiscal
years ended December 31, 1994, 1993 and 1992 ("Fiscal Year 1994, 1993 and 1992",
respectively).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION
-------------------------------------------------- AWARDS
OTHER ------------
ANNUAL SECURITIES
SALARY BONUS COMPENSATION UNDERLYING
NAME AND PRINCIPAL POSITION YEAR $(1) $ $(2) OPTIONS(#)
- - ------------------------------------------------- ---- ------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Alfred C. Angelone............................... 1994 236,578 0 143,551 0
Chief Executive Officer 1993 234,575 0 94,935 115,000
1992 228,015 25,000 97,660 0
Christopher J. Crane............................. 1994 231,269 0 106,072 0
President 1993 231,392 0 62,717 85,000
1992 226,633 25,000 46,052 0
Eli Szklanka..................................... 1994 139,495 0 24,273 0
Vice President 1993 130,339 0 26,817 0
1992 136,727 0 13,607 0
- - ---------------
<FN>
(1) Amounts shown indicate cash compensation received by executive officers,
value related to personal use of leased automobiles and the imputed value of
life insurance provided to each employee and recorded as compensation for
tax purposes. All officers' salaries are subject to periodic review by the
Board of Directors.
(2) Includes automobile expenses, premium payments on insurance policies (net of
any increases in cash surrender value accruing to the Corporation) and club
dues. Each officer is also entitled to a car allowance, club dues,
reimbursement of business related expenses, life insurance coverage and
certain severance benefits in the event of termination of employment. The
Corporation does not have a pension plan. In Fiscal Years 1994, 1993 and
1992, the Corporation made no awards of Restricted Stock and did not have a
Long-Term Incentive Plan. In Fiscal Years 1994 and 1992, the Corporation did
not grant any stock options to Messrs. Angelone, Crane or Szklanka. On
February 8, 1993, the Corporation granted Messrs. Angelone and Crane
non-qualified stock options to purchase 115,000 and 85,000 shares of Common
Stock, respectively, that are exercisable through February 7, 2003 at an
exercise price of $1.44 per share.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
------ --------- --------- -------------------- --------------------
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
SHARES UNDERLYING IN-THE-MONEY
ACQUIRED OPTIONS AT OPTIONS AT
ON VALUE FISCAL YEAR-END FISCAL YEAR-END
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE(#) UNEXERCISABLE($)(1)
- - ----------------------------- --------- --------- -------------------- --------------------
<S> <C> <C> <C> <C>
Alfred C. Angelone........... N/A N/A 225,000/0 $ 33,000/0
Christopher J. Crane......... N/A N/A 195,000/0 $ 33,000/0
Eli Szklanka................. N/A N/A 20,000/0 $ 6,000/0
<FN>
(1) In-the-Money options are those options for which the fair market value of
the underlying Common Stock is greater than the per share exercise price of
the option. Messrs. Angelone and Crane each currently have options to
purchase 110,000 shares of Common Stock at a per share exercise price of
$.89. In addition, Messrs. Angelone and Crane have options to purchase
115,000 and 85,000 shares of Common Stock, respectively, at a per share
exercise price of $1.44. Mr. Szklanka's options listed carry an exercise
price of
</TABLE>
6
<PAGE> 10
$.89 per share. The fair market value of the Corporation's Common Stock
underlying the options as of December 31, 1994 was $1.19 (NASDAQ/NMS closing
price on December 31, 1994).
COMPENSATION OF EXECUTIVE OFFICERS
Messrs. Angelone and Crane each receive a present annual salary of
approximately $225,000. Mr. Szklanka is presently being paid approximately
$140,000 per annum. All officers' salaries are subject to periodic review by the
Board of Directors.
COMPENSATION OF DIRECTORS
During Fiscal Year 1994, Messrs. Grogan, Kulok and O'Halloran each received
cash compensation of $1,000, plus travel expenses, per meeting attended, for
their services as Directors. No other Directors received any cash compensation
for their services as Directors. During Fiscal Year 1994, none of the Directors
received stock options from the Corporation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors established a Compensation Committee on March 18,
1992. Members of the Compensation Committee are Messrs. Grogan, Kulok and
O'Halloran, outside Directors of the Corporation. None of the executive officers
of the Corporation have served on the board of directors of any other entity
that has had any of such entity's officers serve either on the company's board
of directors or compensation committee. During Fiscal Year 1994, the entire
Board of Directors participated in deliberations of the Board of Directors
concerning executive officer compensation.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is responsible for setting and
administering the policies that govern annual compensation as well as short-term
and long-term incentives for the Corporation's executive officers. Following
review and approval of compensation policies by the Committee, all issues
pertaining to executive compensation are submitted to the Board of Directors for
approval.
The Committee believes that the primary objectives of the Corporation's
compensation policies are to attract and retain a management team that can
effectively implement and execute the Corporation's strategic business plan.
These compensation policies include (a) an overall management compensation
program that is competitive with management compensation programs at companies
of similar size; and (b) long-term incentive compensation in the form of stock
options and other long-term equity compensation that will encourage management
to continue to focus on stockholder return.
The Committee's goal is to use compensation policies to closely align the
interest of the Corporation with the interests of stockholders in that the
Corporation's management have incentives to achieve short-term performance goals
while building long-term value for the Corporation's stockholders. The Committee
will review its compensation policies from time to time in order to determine
the reasonableness of the Corporation's compensation programs and to take into
account factors which are unique to the Corporation.
The Committee reviewed compensation studies prepared by national accounting
firms as well as reported compensation packages for officers of companies in the
New England area. The Committee did not compare compensation paid to executive
officers in the Corporation's industry group as many of these businesses are
much larger than the Corporation. Based upon these studies, the Committee
believes that the compensation package proposed for the Corporation's senior
management is at mid-level for officers of similar sized companies.
7
<PAGE> 11
BASE SALARIES
In Fiscal Year 1994, Mr. Angelone's base salary was approximately $225,000.
Mr. Angelone received cash compensation in the amount of $236,600 for Fiscal
Year 1994 as compared to approximately $234,600 in Fiscal Year 1993, which
amount includes cash compensation, value related to personal use of a leased
vehicle, and the imputed value of life insurance. Based upon the reports
described above, the Committee believes that Mr. Angelone's salary reflects base
salaries paid to senior officers of similar sized companies and also reflects
improvements in the Corporation's financial performance to date.
COMPENSATION FOR CHIEF EXECUTIVE OFFICER
The changes in compensation for Mr. Angelone, as described above, were
based upon careful analysis of other comparable public companies Chief Executive
Officer's compensation and Mr. Angelone's efforts on behalf of the Corporation.
In addition to directing the affairs of the Corporation, Mr. Angelone was
instrumental in the following areas: identifying strategic acquisitions and
establishing critical strategic partnerships with vendors and distribution
channels. These changes were also designed to reward Mr. Angelone for future
economic performance based upon improvements in profitability and increased
values in the Corporation's Common Stock.
Compensation Committee Members
John M. Grogan
William A. Kulok
James P. O'Halloran
Board of Directors
Alfred C. Angelone
Christopher J. Crane
John M. Grogan
William A. Kulok
James P. O'Halloran
Gordon J. Rollert
December 19, 1994
8
<PAGE> 12
PERFORMANCE GRAPH
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG ASA INTERNATIONAL LTD.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD ASA INTERNA- PEER GROUP NASDAQ MARKET
(FISCAL YEAR COVERED) TIONAL LTD. INDEX INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 29.33 81.21 81.12
1991 25.33 97.02 104.14
1992 32.00 82.56 105.16
1993 37.33 66.27 126.14
1994 36.17 10.98 132.44
</TABLE>
Assumes $100 investment on January 1, 1990 and the reinvestment of
dividends through the fiscal year ended December 31, 1994.
The Corporation chose as a peer group Barrister Information Systems Corp.
and Delphi Information Systems, Inc., other companies in the networked
automation systems industry.
ITEM NO. 2
PROPOSAL TO APPROVE THE CORPORATION'S 1995 STOCK
OPTION PLAN, UNDER WHICH 300,000 SHARES OF COMMON STOCK
HAVE BEEN RESERVED FOR ISSUANCE
On February 1, 1995, the Board of Directors proposed and approved a 1995
Stock Option Plan (the "1995 Plan") that provides for the granting to employees,
officers, Directors, consultants and non-employees (other than non-employee
Directors) of the Corporation of options to purchase up to 300,000 shares of
Common Stock, $.01 par value per share. The Board of Directors believes that the
300,000 shares reserved under the 1995 Plan will be needed in the foreseeable
future in order to attract, keep and motivate key employees.
9
<PAGE> 13
THE PLAN
Options under the 1995 Plan may be either "incentive stock options" within
the meaning of Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code"), or non-qualified options. Incentive stock options may be granted
only to employees of the Corporation, while non-qualified options may be issued
to non-employee Directors, employees, consultants and any other non-employees of
the Corporation.
The 1995 Plan is administered by disinterested members (as defined by Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended) of the
Board of Directors. Their duties involve determining those individuals who shall
receive options, the time period during which the options may be partially or
fully exercised, the number of shares of Common Stock that may be purchased
under each option, and the option price.
The per share exercise price of the Common Stock subject to incentive stock
options granted pursuant to the 1995 Plan may not be less than the fair market
value of the Common Stock on the date the option is granted. The 1995 Plan
provides that the aggregate fair market value (determined as of the date the
option is granted) of the Common Stock that first becomes exercisable by any
employee in any one calendar year pursuant to the exercise of incentive stock
options may not exceed $100,000. No person who owns, directly or indirectly, at
the time of the granting of an incentive stock option to him or her, more than
10% of the total combined voting power of all classes of stock of the
Corporation (a "10% Stockholder") shall be eligible to receive any incentive
stock options under the 1995 Plan unless the option price is at least 110% of
the fair market value of the Common Stock subject to the option, determined on
the date of grant.
No stock option may be transferred by an optionee other than by will or the
laws of descent and distribution, and during the lifetime of an optionee, the
option will be exercisable only by him or her. If an incentive stock option
optionee (an "ISO optionee") ceases to be employed by the Corporation, other
than by reason of death or disability, the ISO optionee will have three months
after such termination to exercise the option. If an ISO optionee ceases to be
employed by the Corporation by reason of death or disability, his or her ISO may
be exercised, to the extent of the number of shares which could have been
exercised by the optionee on the date of his or her death or disability, for one
year from the date of such death or disability.
Options under the 1995 Plan must be granted within ten years from the
effective date of the 1995 Plan. The incentive stock options granted under the
1995 Plan cannot be exercised more than ten years from the date of grant except
that incentive stock options issued to a 10% Stockholder are limited to five
year terms.
All options granted under the 1995 Plan provide for the payment of the
exercise price in cash or by delivery to the Corporation of shares of Common
Stock of the Corporation already owned by the optionee having a fair market
value equal to the exercise price of the options being exercised, or by a
combination of such methods of payment. Therefore, an optionee may be able to
tender shares of Common Stock to purchase additional shares of Common Stock and
may theoretically exercise all of his stock options with no additional
investment other than his or her original shares.
Any unexercised options that expire or that terminate upon an employee's
ceasing to be employed with the Corporation become available once again for
issuance.
FEDERAL INCOME TAX CONSEQUENCES
Under the 1995 Plan, no tax obligation will arise for the optionee or the
Corporation upon the granting of incentive stock options, or non-qualified stock
options whose exercise price is equal to or greater than fair market value. Upon
exercise of a non-qualified stock option, an optionee will recognize ordinary
income in an amount equal to the excess, if any, of the fair market value on the
date of exercise of the stock acquired over the exercise price of the option.
Thereupon, the Corporation will be entitled to a tax deduction (as a
compensation expense) in an amount equal to the ordinary income recognized by
the optionee. Any additional
10
<PAGE> 14
gain or loss realized by an optionee on disposition of the stock generally will
be capital gain or loss to the optionee and will not result in any additional
tax deduction to the Corporation. The taxable event arising from the exercise of
non-qualified stock options by officers of the Corporation subject to Section
16(b) of the Securities Exchange Act of 1934, as amended, occurs on the later of
the date on which the option is exercised or the date six months after the date
the option was granted unless the optionee elects, within thirty (30) days of
the date of exercise, to recognize ordinary income as of the date of exercise.
The income recognized at the end of any deferred period will include any
appreciation in the value of the stock during that period and the capital gain
holding period will not begin to run until the completion of such period.
Upon the exercise of an incentive stock option, an optionee recognizes no
immediate taxable income. The tax cost is deferred until the optionee ultimately
sells the shares of stock. If the optionee does not dispose of the option shares
within two years from the date the option was granted and within one year after
the exercise of the option, and the option is exercised no later than three
months after the termination of the optionee's employment, the gain on the sale
will be treated as long-term capital gain. Subject to limitations in the 1995
Plan, certain of these holdings periods and employment requirements may be
liberalized in the event of the optionee's death or disability while employed by
the Corporation. The Corporation is not entitled to any tax deduction, except
that if the stock is not held for the full term of the holding period outlined
above, the gain on the sale of such stock, being the lesser of (i) the fair
market value of the stock on the date of exercise minus the option price, or
(ii) the amount realized on disposition minus the option price, will be taxed to
the optionee as ordinary income and the Corporation will be entitled to a
deduction in the same amount. Any additional gain or loss realized by an
optionee upon disposition of the stock prior to the expiration of the full term
of the holder period outlined above generally will be capital gain or loss to
the optionee and will not result in any additional tax deduction to the
Corporation. The "spread" upon exercise of an incentive stock option constitutes
a tax preference item within the computation of the "alternative minimum tax"
under the Code. The tax benefits which might otherwise accrue to an optionee may
be affected by the imposition of the alternative minimum tax if applicable to
the optionee's individual circumstances.
EFFECT OF STOCKHOLDER APPROVAL
Pursuant to the terms of the 1995 Plan, all provisions relating to
incentive stock options ("ISOs") are subject to the approval of the
Corporation's stockholders within 12 months of the date on which the plan was
adopted by the Board of Directors. If the 1995 Plan is not approved by the
stockholders at the Annual Meeting, all provisions relating to ISOs will be
void. However, all provisions of the 1995 Plan, exclusive of those that relate
to ISOs, will remain in full force and effect and any ISOs granted will
automatically convert into non-qualified options, retroactive to their date of
issuance.
RECOMMENDATION AND VOTE
The Board of Directors believes that the approval of the Corporation's 1995
Plan is advisable and in the best interests of the Corporation. Accordingly, the
Board of Directors recommends a vote FOR the approval of Item No. 2.
ITEM NO. 3
ACCOUNTING MATTERS AND RATIFICATION OF AUDITORS
The persons named in the enclosed Proxy will vote to ratify the selection
of Deloitte & Touche as independent auditors for the fiscal year ending December
31, 1995 unless otherwise directed by the stockholders. A representative of
Deloitte & Touche is expected to be present at the Annual Meeting of
Stockholders and will have the opportunity to make a statement and answer
questions from stockholders, if he so desires.
11
<PAGE> 15
FINANCIAL STATEMENTS
The annual report of the Corporation, including financial statements of the
Corporation for the fiscal year ended December 31, 1994, is provided to the
stockholders herewith.
VOTING AT MEETING
The Board of Directors has fixed March 17, 1995, as the record date for the
determination of stockholders entitled to vote at this meeting. At the close of
business on that date, 3,787,469 shares of the Corporation's Common Stock, $.01
par value, were outstanding and entitled to vote.
SOLICITATION OF PROXIES
The cost of solicitation of Proxies will be borne by the Corporation. In
addition to the solicitation of Proxies by mail, officers and employees of the
Corporation may solicit in person or by telephone. The Corporation may reimburse
brokers or persons holding stock in their names, or in the names of their
nominees, for their expense in sending Proxies and Proxy material to beneficial
owners.
REVOCATION OF PROXY
Subject to the terms and conditions set forth herein, all Proxies received
by the Corporation will be effective, notwithstanding any transfer of the shares
to which such Proxies relate, unless prior to the meeting the Corporation
receives a written notice of revocation signed by the person who, as of the
record date, was the registered holder of such shares. The Notice of Revocation
must indicate the certificate number or numbers of the shares to which such
revocation relates and the aggregate number of shares represented by such
certificate(s).
STOCKHOLDER PROPOSALS
In order to be included in proxy material for the 1996 Annual Meeting,
tentatively scheduled to be held on Friday, April 26, 1996, stockholders'
proposed resolutions must be received by the Corporation on or before January
26, 1996. It is suggested that proponents submit their proposals by certified
mail, return receipt requested, addressed to the Secretary of the Corporation.
MISCELLANEOUS
The management does not know of any other matters which may come before the
meeting. However, if any other matters are properly presented to the meeting, it
is the intention of the person named in the accompanying Proxy to vote, or
otherwise act, in accordance with his judgment on such matters.
By Order of the Board of Directors
PAUL D. BROUDE
Assistant Secretary
March 31, 1995
THE MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THIS MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND YOU ARE URGED TO COMPLETE, DATE, SIGN, AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY
EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
12
<PAGE> 16
ASA INTERNATIONAL LTD.
PROXY FOR ANNUAL MEETING
TO BE HELD ON APRIL 28, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED hereby appoints Alfred C. Angelone as Proxy with full power
of substitution to vote for and on behalf of the undersigned at the Annual
Meeting of Stockholders of ASA INTERNATIONAL LTD., to be held at the
Corporation's offices, located at 10 Speen Street, Framingham, Massachusetts
01701, on Friday, April 28, 1995 at 10:00 a.m., and at any adjournment or
adjournments thereof, upon and with respect to all shares of the Common Stock of
the Corporation to which the undersigned would be entitled to vote and act if
personally present. The undersigned hereby directs Alfred C. Angelone to vote in
accordance with his judgement on any matters that may properly come before the
meeting, all as indicated in the notice of the meeting, receipt of which is
hereby acknowledged, and to act on the following matters set forth in such
notice as specified by the undersigned:
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS
AND FOR PROPOSAL 2 AND 3.
(1) Proposal to elect six (6) members of the Board of Directors of the
Corporation.
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE STRIKE SUCH
NOMINEE'S NAME FROM THE LIST BELOW.
/ / FOR ALL nominees listed below (except as marked to the contrary
below).
/ / AGAINST ALL nominees listed below.
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
Alfred C. Angelone, Christopher J. Crane, John M. Grogan, William A. Kulok,
James P. O'Halloran and Gordon J. Rollert.
(2) Proposal to approve the Corporation's 1995 Stock Option Plan, under which
300,000 shares of Common Stock have been reserved for issuance.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to ratify the selection of Deloitte & Touche as the independent
auditors of the Corporation for the fiscal year ending December 31, 1995.
/ / FOR / / AGAINST / / ABSTAIN
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
(4) In his discretion to transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR AND IN FAVOR OF THE
ITEMS SET FORTH ABOVE UNLESS A CONTRARY SPECIFICATION IS MADE.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
Dated: , 1995
-------------------------------
(Signature)
-------------------------------
(Signature, if held jointly)
-------------------------------
(Printed Name)
-------------------------------
(Address)
NOTE: When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If the person named on the stock certificate has died, please submit
evidence of your authority. If a corporation, please sign in full corporate name
by an authorized officer and indicate the signer's office. If a partnership,
sign in the partnership name by authorized person.
