<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-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 LOGO]
ASA INTERNATIONAL LTD.
10 SPEEN STREET
FRAMINGHAM, MASSACHUSETTS 01701
April 15, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
ASA INTERNATIONAL LTD. (the "Corporation") to be held on Friday, May 10, 1996 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 five (5) Directors of
the Corporation, and (ii) 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.
On behalf of the Board of Directors of the Corporation, we thank you for
your continued interest in the affairs of the Corporation.
Sincerely,
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 (the "Annual Meeting") of
Stockholders of ASA INTERNATIONAL LTD. (the "Corporation"), a Delaware
corporation, will be held on Friday, May 10, 1996 at 10:00 a.m. at the offices
of the Corporation, 10 Speen Street, Framingham, Massachusetts 01701 for the
following purposes:
1. To elect five (5) members of the Board of Directors;
2. To ratify the selection of BDO Seidman, LLP as independent auditors
for the Corporation for the fiscal year ending December 31, 1996; and
3. To consider and act upon any matters incidental to the foregoing
and any other matters that may properly come before the Annual Meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 22, 1996,
as the record date for the determination of stockholders entitled to notice of
and vote at the Annual Meeting and any adjournment or adjournments thereof.
We hope that all stockholders will be able to attend the Annual Meeting in
person. To assure that a quorum is present at the Annual Meeting, please date,
sign and promptly return the enclosed Proxy whether or not you expect to attend
the Annual 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 Annual 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
April 15, 1996
<PAGE> 4
ASA INTERNATIONAL LTD.
10 SPEEN STREET
FRAMINGHAM, MASSACHUSETTS 01701
APRIL 15, 1996
------------------------
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 (the "Annual Meeting") to be held at the offices
of the Corporation, 10 Speen Street, Framingham, Massachusetts 01701 at 10:00
a.m. on Friday, May 10, 1996, and at any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 22, 1996, will be
entitled to vote at the Annual Meeting or any adjournment thereof. On that date,
3,787,517 shares of Common Stock, $.01 par value per share (the "Common Stock"),
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 Annual Meeting. The presence of the
holders of a majority of the issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting either in person or represented by a
properly executed proxy, is necessary to constitute a quorum for the transaction
of business at the Annual Meeting. The election of Directors will be determined
by a plurality of the votes cast. The other proposal to be voted upon by the
stockholders of the Corporation requires the vote of a majority of the Common
Stock present at the Annual Meeting for passage. Abstentions and broker
non-votes (the latter of which results 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 Annual 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
39.7% 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 Annual 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 Annual
Meeting will be voted as specified therein. In the absence of a special choice,
shares will be voted in favor of the election as 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
Annual Meeting. If any other matter should be presented at the Annual 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 Annual Meeting that would give rise to
appraisal rights for dissenting stockholders.
1
<PAGE> 5
An annual report containing financial statements for the Corporation's
fiscal year ended December 31, 1995 ("Fiscal 1995"), 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 April 15, 1996.
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.
<TABLE>
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."
<CAPTION>
YEAR NOMINEE
FIRST BECAME POSITIONS AND OFFICES
NAME AGE DIRECTOR WITH THE CORPORATION
---- --- ------------- ----------------------
<S> <C> <C> <C>
Alfred C. Angelone 57 1982 Chairman of the Board, Chief Executive
Officer and Treasurer
Christopher J. Crane 49 1982 Director, President and Secretary
William A. Kulok 55 1993 Director
James P. O'Halloran 63 1991 Director
Gordon J. Rollert 61 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 Fiscal 1995.
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 meetings of the
Board of Directors and the committees on which they served during Fiscal 1995.
The Board of Directors has appointed an Executive Committee presently
comprised of Messrs. Angelone and Crane. Each of Messrs. Eli Szklanka, Wayne
Croswell, Terrence McCarthy, Donald Askin, Jonathan Ellman and Katpady Shenoy,
the Corporation's Corporate Vice President and President of the International
Trade Division, Vice President of the Tire Systems Division, Vice President and
Controller, President of the Corporation's CommercialWare Division, Executive
Vice President of the Corporation's CommercialWare Division, and Vice President
of the Corporation's Legal Systems Division, respectively, serves as an
ex-officio
2
<PAGE> 6
member of the Executive Committee. The Executive Committee is authorized to take
any action that the Board of Directors is authorized to act upon with the
exception of 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 an Audit Committee presently
comprised of Mr. O'Halloran. The Board of Directors expects to appoint one of
the current non-employee Directors to serve on the Audit Committee following the
Annual Meeting. The Audit Committee was established for purposes of reviewing
the Corporation's financial results and recommending the selection of the
Corporation's independent auditors. The Compensation Committee was disbanded by
the Board of Directors subsequent to the end of Fiscal 1995, and its functions
will be performed by the full Board of Directors in the future. 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 (4) times each
during Fiscal 1995. The Audit Committee and the Compensation Committee met two
(2) and one (1) time, respectively, during Fiscal 1995.
<TABLE>
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:
<CAPTION>
NAME PRINCIPAL OCCUPATION DURING 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.
James P. O'Halloran President of G&J Associates, Ltd., formerly 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 President, Standard Asset Group L.P., a privately-held
investment management firm.
William A. Kulok Chairman of Career Management Center, Inc., a producer of
customized career exposition and educational programs
formerly President of Kulok Capital, Inc., a
privately-held venture capital firm.
Eli Szklanka Corporation's Vice President and President of
International Trade Operating Group.
Terrence C. McCarthy Corporation's Vice President and Controller.
</TABLE>
<TABLE>
EXECUTIVE OFFICERS
The executive officers of the Corporation, their ages and positions held in
the Corporation are as follows:
<CAPTION>
YEAR
FIRST BECAME POSITIONS AND OFFICES
NAME AGE OFFICER WITH THE CORPORATION
---- --- ------------ ---------------------
<S> <C> <C> <C>
Alfred C. Angelone 57 1982 Chief Executive Officer
Christopher J. Crane 49 1982 President
Terrence C. McCarthy 45 1989 Vice President and Controller
Eli Szklanka 45 1990 Vice President
</TABLE>
3
<PAGE> 7
CERTAIN TRANSACTIONS
During the fiscal year ended December 31, 1995, the Corporation advanced an
aggregate of approximately $211,000 to Mr. Angelone, the Corporation's Chief
Executive Officer. Mr. Angelone repaid approximately $145,000 during the fiscal
year ended December 31, 1995. As of March 22, 1996, the outstanding balance of
short-term advances owed by Mr. Angelone to the Corporation totalled
approximately $193,000. Short-term advances made to Mr. Angelone by the
Corporation do not bear interest.
<TABLE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, as of April 5, 1996, 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
April 5, 1996, the Corporation had 1,419 holders of record.
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS(1)
------------------- ------------------ ----------
<S> <C> <C>
Alfred C. Angelone(2)(3).................... 940,164 22.5%
303 Hillside Street
Milton, MA 02186
Christopher J. Crane(2)(4).................. 934,132 22.5%
283 Littleton Road
Harvard, MA 01451
James P. O'Halloran(5)...................... 27,000 *
105 Spring Street
Arlington, MA 02174
Gordon J. Rollert(6)........................ 23,785 *
55 William Street
Suite G40
Wellesley, MA 02181
William A. Kulok(7)......................... 52,000 1.3
116 Echo Drive
Jupiter, FL 33458
Eli Szklanka................................ 43,936 1.1
P.O. Box 167
Silver Lake, NH 03875
All Directors and officers as a group
(7 persons)(2)(3)(4)(5)(6)(7)(8)(9)....... 2,030,406 45.8
- ---------------
<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 235,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within 60 days of the date of this Proxy
Statement.
(4) Includes 205,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within 60 days of the date of this Proxy
Statement.
4
<PAGE> 8
(5) Includes 25,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within 60 days of the date of this Proxy
Statement.
(6) Includes 16,000 shares of Common Stock underlying incentive stock options
that are exercisable within 60 days of the date of this Proxy Statement, but
excludes an additional 4,000 shares of Common Stock underlying incentive
stock options that are not so exercisable.
(7) Includes 12,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within sixty (60) days of this Proxy Statement,
but excludes an additional 8,000 shares of Common Stock underlying
non-qualified stock options that are not exercisable.
(8) Includes 2,816 shares of Common Stock owned by an executive officer of the
Corporation and 6,573 shares of Common Stock underlying an incentive stock
option that is exercisable by the officer within 60 days of the date of this
Proxy Statement.
</TABLE>
<TABLE>
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, 1995, 1994 and 1993 ("Fiscal Year 1995, 1994 and 1993,"
respectively).
SUMMARY COMPENSATION 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..................... 1995 236,678 0 94,985 0
Chief Executive Officer 1994 236,578 0 143,551 0
1993 234,575 0 94,935 115,000
Christopher J. Crane................... 1995 231,052 0 37,847 0
President 1994 231,269 0 106,072 0
1993 231,392 0 62,717 85,000
Eli Szklanka........................... 1995 153,118 0 23,545 0
Vice President 1994 139,495 0 24,273 0
1993 130,339 0 26,817 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 1995, 1994 and
1993, the Corporation made no awards of Restricted Stock and did not have a
Long-Term Incentive Plan. In Fiscal Years 1995 and 1994, 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 $1.44 per share.
</TABLE>
5
<PAGE> 9
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<CAPTION>
(a) (b) (c) (d) (e)
--- --- --- --- ---
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE FISCAL YEAR-END FISCAL YEAR-END
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE(#) UNEXERCISABLE($)(1)
---- ------------ --------- ----------------- --------------------
<S> <C> <C> <C> <C>
Alfred C. Angelone N/A N/A 225,000/0 $60,500
Christopher J. Crane N/A N/A 195,000/0 $60,500
Eli Szklanka N/A N/A 20,000/0 $11,000
- ---------------
<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. Mr. Angelone and Mr. Crane each currently have options to
purchase 110,000 shares of Common Stock at a per share exercise price of
$.89. In addition, Mr. Angelone and Mr. 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 carry an exercise price of
$.89 per share. The fair market value of the Corporation's Common Stock
underlying the options as of December 29, 1995, the last trading day of
Fiscal 1995, was $1.44 (NASDAQ/NMS closing price on December 31, 1995).
</TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
Messrs. Angelone and Crane each receive a present annual salary of
$250,000. Mr. Szklanka is presently being paid $155,000 per annum. All officers'
salaries are subject to periodic review by the Board of Directors.
COMPENSATION OF DIRECTORS
During Fiscal 1995, Messrs. O'Halloran and Kulok 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 1995, 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 were Messrs. Kulok and O'Halloran,
the 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 Corporation's Board of
Directors or Compensation Committee. During Fiscal 1995, the entire Board of
Directors participated in deliberations concerning executive officer
compensation. The Compensation Committee was disbanded by the Board of Directors
subsequent to the end of Fiscal 1995.
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
6
<PAGE> 10
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.
In the past, the Committee has 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 comparable to the compensation of officers of similar sized
companies.
BASE SALARIES
In Fiscal 1995, Mr. Angelone's base salary was approximately $225,000. Mr.
Angelone received cash compensation in the amount of $237,700 for Fiscal 1995 as
compared to approximately $236,000 in Fiscal 1994, which amount includes base
salary, 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 is comparable to 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 the compensation of chief executive officers of
other comparable public companies 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
November 16, 1995
7
<PAGE> 11
<TABLE>
PERFORMANCE GRAPH
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG ASA
INTERNATIONAL LTD., NASDAQ MARKET INDEX AND PEER GROUP INDEX.
<CAPTION>
MEASUREMENT PERIOD ASA INTERNA-
(FISCAL YEAR COVERED) TIONAL LTD PEER GROUP BROAD MARKET
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 86.36 119.53 128.38
1992 109.09 101.71 129.64
1993 127.27 81.63 155.50
1994 123.32 13.52 163.26
1995 149.28 22.87 211.77
</TABLE>
ITEM NO. 2
ACCOUNTING MATTERS AND RATIFICATION OF AUDITORS
The persons named in the enclosed Proxy will vote to ratify the selection
of BDO Seidman, LLP as independent auditors for the fiscal year ending December
31, 1996 unless otherwise directed by the stockholders. A representative of BDO
Seidman, LLP 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.
FINANCIAL STATEMENTS
The annual report of the Corporation, including financial statements of the
Corporation for Fiscal 1995, is provided to the stockholders herewith.
VOTING AT MEETING
The Board of Directors has fixed March 22, 1996, as the record date for the
determination of stockholders entitled to vote at this meeting. At the close of
business on that date, 3,787,517 shares of the Corporation's Common Stock, $.01
par value, were outstanding and entitled to vote.
8
<PAGE> 12
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 Annual 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 25, 1997, stockholders'
proposed resolutions must be received by the Corporation on or before January
25, 1997. 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
Annual Meeting. However, if any other matters are properly presented to the
Annual Meeting, it is the intention of the persons named in the accompanying
Proxy to vote, or otherwise act, in accordance with their judgment on such
matters.
By Order of the Board of Directors
PAUL D. BROUDE
Assistant Secretary
April 15, 1996
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 ANNUAL MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY VOTE THEIR STOCK
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
9
<PAGE> 13
ASA INTERNATIONAL LTD.
PROXY FOR ANNUAL MEETING TO BE HELD ON MAY 10, 1996
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,
May 10, 1996 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
judgment 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.
(1) Proposal to elect five (5) 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, William A. Kulok, James P.
O'Halloran and Gordon J. Rollert.
(2) Proposal to ratify the selection of BDO Seidman, LLP as the independent
auditors of the Corporation for the fiscal year ending December 31, 1996.
/ / FOR / / AGAINST / / ABSTAIN
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
(3) 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.
<PAGE> 14
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
Dated: , 1996
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---------------------------------
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.
