<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 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)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/x/ No fee required.
/ / 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
LOGO
ASA INTERNATIONAL LTD.
10 SPEEN STREET
FRAMINGHAM, MASSACHUSETTS 01701
April 15, 1997
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 9, 1997 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, (ii) ratify the selection of the Corporation's independent
accountants, and (iii) consider a proposal submitted by a shareholder of the
Corporation.
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, I would like to
express our appreciation 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 9, 1997 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, 1997;
3. To consider a share owner proposal as described in the accompanying
Proxy Statement; and
4. 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 27, 1997,
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
TERRENCE C. MCCARTHY
Secretary
Framingham, Massachusetts
April 15, 1997
<PAGE> 4
ASA INTERNATIONAL LTD.
10 SPEEN STREET
FRAMINGHAM, MASSACHUSETTS 01701
APRIL 15, 1997
------------------------------
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 9, 1997, and at any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 27, 1997, will be
entitled to vote at the Annual Meeting or any adjournment thereof. On that date,
3,983,096 shares of common stock, $.01 par value per share (the "Common Stock"),
of the Corporation were issued, outstanding and entitled to vote. 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 proposals to be voted upon by the
stockholders of the Corporation require 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 OR CONTROL
APPROXIMATELY 33.3% OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE
CORPORATION. EXCEPT AS SPECIFICALLY NOTED HEREIN, 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, except as specifically noted, 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
<PAGE> 5
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.
An annual report containing financial statements for the Corporation's
fiscal year ended December 31, 1996 ("Fiscal 1996"), 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 16, 1997.
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................. 58 1982 Chairman of the Board, Chief Executive
Officer, President and Treasurer
William A. Kulok................... 56 1993 Director
James P. O'Halloran................ 64 1991 Director
Gordon J. Rollert.................. 62 1992 Director
Robert L. Voelk.................... 41 1997 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 1996, with the
exception of the following: Alfred C. Angelone, the Corporation's Chairman,
Chief Executive Officer and President, filed one (1) late Form 4 reporting five
(5) transactions.
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 1996.
The Board of Directors has appointed an Executive Committee presently
comprised of Mr. Angelone. Each of Messrs. Wayne Croswell, Terrence McCarthy,
Donald Askin, Jonathan Ellman and Katpady Shenoy, the Corporation's President of
the Tire Systems Group, Vice President and Controller, President of the
Corporation's CommercialWare Division, President of the Corporation's Business
Systems Division, and President of the Corporation's Legal Systems Division,
respectively, serves as an ex-officio member of the
2
<PAGE> 6
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 may 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 Board of Directors disbanded the
Compensation Committee during Fiscal 1996, 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 seven (7) times each
during 1996. The Audit Committee met one (1) time during 1996.
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, President and
Treasurer of the Corporation.
James P. O'Halloran................ President of G & J Associates, Ltd., formerly the 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 Community Productions, Inc., a privately
held producer of expositions and educational programs;
formerly President of Kulok Capital, Inc., a privately
held venture capital firm.
Robert L. Voelk.................... Chief Executive Officer of Omtool, Inc., a privately
held communications software company; formerly Executive
Vice President and Director of the Corporation.
Terrence C. McCarthy............... Vice President and Controller of the Corporation.
</TABLE>
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........................ 58 1982 Chief Executive Officer,
President and Treasurer
Terrence C. McCarthy...................... 46 1989 Vice President and Controller
</TABLE>
3
<PAGE> 7
CERTAIN TRANSACTIONS
During Fiscal 1996, the Corporation advanced an aggregate of approximately
$67,735 to Mr. Angelone, the Corporation's Chairman, Chief Executive Officer and
President. Mr. Angelone repaid approximately $212,105 of outstanding advances
during Fiscal 1996. As of March 31, 1997, the outstanding balance of short-term
advances owed by Mr. Angelone to the Corporation totalled approximately $55,150.
Short-term advances made to Mr. Angelone by the Corporation do not bear
interest.
In December 1996, the Corporation disposed of substantially all of the
assets and liabilities of the Corporation's International Trade and
Transportation Systems Division (the "International Division"). In exchange for
the assets of the International Division and the assumption of the International
Division's liabilities, the Corporation received a 16% membership interest in
TradePoint Systems LLC ("TradePoint"), a New Hampshire limited liability
company, and a subordinated promissory note in the face amount of $600,000.00
from TradePoint (the "Note"). The remaining 84% interest in TradePoint is owned
by Christopher J. Crane, the former President of and a former Director of the
Corporation. Simultaneously with the completion of this transaction, Mr. Crane
resigned all of his positions with the Corporation. In exchange for his interest
in TradePoint, Mr. Crane (i) contributed all of the Common Stock owned by him,
totaling 665,597 shares; (ii) assigned to the Corporation a 16% partnership
interest in the ASA Investment Partnership, a partnership by and among Mr.
Crane, the Corporation, and Mr. Angelone; and (iii) cancelled all of his options
to purchase 245,000 shares of Common Stock. The consideration to be paid was
determined by negotiations between the parties and was independently evaluated
on behalf of the Corporation by Shields & Company, Inc. In connection with the
transaction, TradePoint granted to the Corporation an irrevocable proxy covering
the Common Stock owned by TradePoint. The Corporation has the right to cause
TradePoint to redeem the 16% membership interest in TradePoint held by the
Corporation by notice given on or after March 1, 2002, in exchange for the
Common Stock held by TradePoint and the fair market value of the 16% membership
interest in TradePoint. TradePoint has the right to redeem the Corporation's
membership interest by notice given on or after December 31, 2001 in exchange
for the Common Stock held by it and the greater of $400,000 or the fair market
value of the 16% membership interest in TradePoint.
4
<PAGE> 8
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, as of April 10, 1997, 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 10, 1997, the Corporation had 1,384 holders 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)..................................... 888,164 21.0
303 Hillside Street
Milton, MA 02186
TradePoint Systems LLC(4).................................... 665,597 16.7
615 Amherst Street
Nashua, NH 03063
James P. O'Halloran(5)....................................... 27,000 *
12 Alfred Street, Suite 300
Woburn, MA 01801
Gordon J. Rollert(6)......................................... 26,785 *
55 William Street
Suite G40
Wellesley, MA 02181
William A. Kulok(7).......................................... 16,000 *
116 Echo Drive
Jupiter, FL 33458
Robert L. Voelk.............................................. 10,000 *
256 Stow Road
Harvard, MA 01451
All Directors and officers as a group (6 persons)
(1)(2)(3)(4)(5)(6)(7)(8)................................... 1,640,633 38.1
</TABLE>
- ---------------
* 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 Mr. Angelone and the Corporation are general partners.
(3) Includes 245,000 shares of Common Stock underlying stock options that are
exercisable within 60 days of the date of this Proxy Statement, but excludes
an additional 30,000 shares of Common Stock underlying options that are not
exercisable.
(4) All stock owned by TradePoint Systems LLC has been pledged to the
Corporation to secure a note to the Corporation. The Corporation holds the
voting power with respect to these shares.
(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 20,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within 60 days of the date of this Proxy
Statement.
(7) Includes 16,000 shares of Common Stock underlying non-qualified stock
options that are exercisable within sixty (60) days of this Proxy Statement,
but excludes an additional 4,000 shares of Common Stock underlying
non-qualified stock options that are not exercisable.
(8) Includes 14 shares of Common Stock owned by an executive officer of the
Corporation and 7,073 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. Also includes shares held by TradePoint LLC.
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 Fiscal 1996
and the fiscal years ended December 31, 1995 and 1994 ("Fiscal 1995 and 1994,"
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........................ 1996 245,833 29,913 102,612 50,000
Chief Executive 1995 236,678 0 94,985 0
Officer and President 1994 236,578 0 143,551 0
Christopher J. Crane...................... 1996 244,480 25,000 38,519 50,000
President(3) 1995 231,052 0 37,847 0
1994 231,269 0 106,072 0
</TABLE>
- ---------------
(1) Amounts shown indicate base salary 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, 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 1996, 1995 and 1994, the Corporation made no
awards of Restricted Stock and did not have a Long-Term Incentive Plan. In
Fiscal 1995 and 1994, the Corporation did not grant any stock options to
Messrs. Angelone or Crane. 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. These
options held by Mr. Angelone were repriced on January 2, 1997, to an
exercise price of $1.06 per share.
(3) As of December 31, 1996, Mr. Crane no longer serves as an officer of the
Corporation. All of Mr. Crane's options were terminated at this time.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
SHARES UNDERLYING IN-THE-MONEY
ACQUIRED OPTIONS AT OPTIONS AT
ON VALUE FISCAL YEAR-END FISCAL YEAR-END
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE(#) UNEXERCISABLE($)(1)
- -------------------------------- -------- -------- ---------------- -------------------
<S> <C> <C> <C> <C>
Alfred C. Angelone.............. N/A N/A 235,000/40,000 $8,800/$0
</TABLE>
- ---------------
(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 currently has options to purchase
110,000 shares of Common Stock at a per share exercise price of $.89.
In addition, Mr. Angelone has options to purchase 165,000 shares of
Common Stock, at a per share exercise price of $1.06, of which 125,000
were vested as of December 31, 1996. The fair market value of the
Corporation's Common Stock underlying the options as of December 31,
1996, the last trading day of Fiscal 1996, was $0.97 (NASDAQ/Small Cap
closing price on December 31, 1996).
6
<PAGE> 10
OPTION GRANTS IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE(1)
--------------------------------------------- -------------
(A) (B) (C) (D) (E) (H)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION GRANT DATE
NAME GRANTED FISCAL YEAR ($/SH)(2) DATE PRESENT VALUE
- -------------------------- ---------- ------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Alfred C. Angelone........ 50,000 49.1 1.47 03/03/2006 $73,500
Christopher J. Crane...... 50,000 49.1 1.47 03/03/2006 $73,500
</TABLE>
- ---------------
(1) The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1996: dividend yield of 0% and expected
volatility of 30%, risk free rates ranging from 5.88% to 6.67%, and expected
lives ranging from 18 to 24 months.
(2) These options held by Mr. Angelone were repriced on January 2, 1997, to an
exercise price of $1.06 per share.
COMPENSATION OF EXECUTIVE OFFICERS
Mr. Angelone receives an annual base salary of $240,000. All officers'
salaries are subject to periodic review by the Board of Directors.
COMPENSATION OF DIRECTORS
During Fiscal 1996, 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 1996, none of the Directors other
than Alfred C. Angelone and Christopher J. Crane 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. The Compensation Committee was disbanded by
the Board of Directors in Fiscal 1996. During Fiscal 1996, the entire Board of
Directors participated in deliberations concerning executive officer
compensation.
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors 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. All issues pertaining to
executive compensation are submitted to the Board of Directors for approval.
The Board of Directors 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 goal of the Board of Directors is to use compensation policies to
closely align the interests of the Corporation with the interests of
stockholders in that the Corporation's management has incentives to achieve
7
<PAGE> 11
short-term performance goals while building long-term value for the
Corporation's stockholders. The Board of Directors 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 Board of Directors and the Compensation Committee have
reviewed compensation studies prepared by national accounting firms as well as
reported compensation packages for officers of companies in the New England
area. The Board of Directors and the Compensation 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 Board of Directors believes that the compensation package proposed
for the Corporation's senior management is at mid-level for officers of
similar-sized companies.
BASE SALARIES
In Fiscal 1996, Mr. Angelone's base salary was approximately $250,000. Mr.
Angelone received cash compensation in the amount of $245,833 for Fiscal 1996 as
compared to approximately $237,700 in Fiscal 1995, 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 Board of
Directors 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 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.
Board of Directors
Alfred C. Angelone
Christopher J. Crane
William A. Kulok
James P. O'Halloran
Gordon J. Rollert
October 24, 1996
8
<PAGE> 12
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
(assuming reinvestment of dividends) from investing $100 on January 1, 1992, and
plotted at the end of Fiscal 1996, 1995, 1994 and the Corporation's fiscal years
ended December 31, 1993 and December 31, 1992. In each of (i) the Corporation's
Common Stock; (ii) the NASDAQ Market Index of Companies (the "NASDAQ Market
Index"); and (iii) a Peer Group Index (the "Peer Group Index"), which consists
of Bannister Information Systems Corporation and Delphi Information Systems,
companies in the information systems market.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG
ASA INTERNATIONAL LTD., NASDAQ MARKET INDEX AND PEER GROUP INDEX.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD ASA INTERNATIONAL NASDAQ MARKET
(FISCAL YEAR COVERED) LTD. PEER GROUP INDEX INDEX
<S> <C> <C> <C>
1/2/92 100 100 100
12/31/92 126.32 85.21 100.98
12/31/93 147.37 68.47 121.13
12/31/94 142.79 11.55 127.17
12/31/95 172.85 19.87 164.96
12/31/96 116.49 20.41 204.98
</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, 1997 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.
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<PAGE> 13
ITEM NO. 3
SHARE OWNER PROPOSAL
The following share owner proposal contains assertions about the
Corporation which, in the judgment of the Board of Directors, are incorrect.
Rather than refute individual inaccuracies, the Board of Directors recommends a
vote against this proposal for broader policy reasons set forth below. Share
holdings of the proponents will be supplied upon oral or written request to the
Corporation.
Leon R. and Barbara J. Cobaugh, 2300 Burroughs Street, Richmond, Virginia
23235-3164 have notified the Corporation that they intend to present the
following proposal at the Annual Meeting:
"Some stockholders have held ASA International stock (ASAA-NASDAQ) for an
extended period of time, suffering through a reverse split and further
substantial decline of the stock price thereafter. It has become increasingly
apparent that the officers of the Corporation have been rewarded out of
proportion to their performance, at the expense of the stockholders. They have
drawn more in salaries and "other compensation" (as set forth in annual
financial statements) than corporate earnings from operations. The resulting
diminution of earnings has contributed to making the stock less attractive to
the investment community and continuing to depress the share prices. As
shareholders, we do not believe that the company exists for the benefit of the
officers rather than the stockholders, the owners of the company. We believe
that a reduction in officials compensation, which would drop to the bottom line,
increasing earnings, would attract investors and benefit the stockholders and
the officers who too are shareholders. For an example, in 1993 numbers below are
from annual reports:
<TABLE>
<S> <C>
The Chairman/CEO/Treasurer, Mr. Angelone received................. $329,510
The President/Secretary received.................................. 294,111
The two Vice Presidents together received......................... 261,759
--------
$853,380
</TABLE>
"During the same period, earnings before taxes were $307,875 and after
taxes $97,875.
"Therefore: BE IT RESOLVED that the stockholders recommend to the Salary
Committee of the Board of Directors that the following policy govern setting
compensation for the four principal officers as enumerated above, and such
policy be permanently incorporated as guidance for the committee starting with
the current year based on results from 1996 and continuing hereafter:
"Principal officers of ASA International, namely, Chairman/CEO/Treasurer,
President/Secretary and the two Vice Presidents shall not receive salaries and
"other compensation" such that the aggregate shall exceed the net profit of the
preceding year as verified by CPA audit.
"A minimum compensation may be set by the Committee at the beginning of the
year, to be adjusted upon receipt and publishing of the results of the audit."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The Board of Directors recommends a vote against the share holder proposal
(the "Proposal"). Under the regulations of the Securities and Exchange
Commission promulgated pursuant to the Securities Exchange Act of 1934, as
amended, the Corporation is obligated to include the Proposal in this Proxy
Statement. However, it should be noted that the Proposal serves merely as a
recommendation to the Board of Directors and would not govern the Board of
Directors' actions if adopted. The Corporation is organized under the laws of
the State of Delaware. Current Delaware law dictates that a shareholder cannot
put forth a binding proposal with regard to the salaries and other compensation
of the Corporation's executive officers. Such decisions are
10
<PAGE> 14
the sole responsibility of the Corporation's Board of Directors. Members of the
Board of Directors and the Company's management intend to vote against the
Proposal.
Apart from the above, the Board of Directors believes that to follow the
guidelines expressed in the Proposal would place the Corporation at a
competitive disadvantage, and would not be in the best interest of the Company.
A proposal that places limits on compensation payable to the Corporation's
officers is arbitrary, unrealistic, unworkable and not in the best interests of
the Corporation or its shareholders. The Board of Directors believes that to
follow the guidelines expressed in the Proposal at the present time could place
the Company at a competitive disadvantage, and would not be in the best interest
of the Company. If the proposal were adopted, the Board of Directors does not
believe that the guidelines set forth in the Proposal could be implemented
without placing the Company at a severe competitive disadvantage in attracting,
motivating and retaining the senior executives the Company requires to be
successful in its industry.
As discussed in the Report on Executive Compensation included elsewhere in
this Proxy Statement, the salaries and other compensation of the Corporation's
executive officers are determined annually by the Board of Directors with a view
toward providing fair compensation in light of the quality of each officer's
performance and the nature of each officer's responsibilities. This compensation
must also be sufficient to motivate these individuals and to provide an
incentive to remain with the Company. In this process, the Board of Directors
must consider and operate within the market for executive talent in which the
Corporation competes. Because this market has valued the services of certain
senior executives at a level in excess of that suggested under the Proposal, the
guidelines set forth in the Proposal, if followed by the Board of Directors,
could severely limit the Company's ability to recruit, motivate and retain
talented officers. The Company would, as a result, be at a competitive
disadvantage, especially if it were one of only a few companies subject to such
a restriction.
Quality leadership and management are essential to the continued success
and existence of any company. By placing an arbitrary below market ceiling on
compensation, the guidelines set forth in the Proposal would not, in the opinion
of the Board of Directors, allow the Corporation to adequately compensate
certain members of its management and, as a result, would have an adverse impact
on the quality of the Corporation's management, the operation of the Corporation
and, ultimately, on stockholder value. ACCORDINGLY THE BOARD OF DIRECTORS
RECOMMENDS A VOTE AGAINST THE PROPOSAL.
FINANCIAL STATEMENTS
The annual report of the Corporation, including financial statements of the
Corporation for Fiscal 1996, is provided to the stockholders herewith.
VOTING AT MEETING
The Board of Directors has fixed March 27, 1997, as the record date for the
determination of stockholders entitled to vote at this meeting. At the close of
business on that date, 3,983,096 shares of the Corporation's Common Stock, $.01
par value, were issued, 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.
11
<PAGE> 15
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 1998 Annual Meeting,
tentatively scheduled to be held on Friday, May 8, 1998, stockholders' proposed
resolutions must be received by the Corporation on or before December 19, 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
TERRENCE C. MCCARTHY
Secretary
April 15, 1997
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.
12
<PAGE> 16
ASA INTERNATIONAL LTD.
PROXY FOR ANNUAL MEETING TO BE HELD ON MAY 9, 1997
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 9, 1997 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, FOR
PROPOSAL 2 AND AGAINST PROPOSAL 3.
(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, William A. Kulok, James P. O'Halloran, Gordon J.
Rollert and Robert L. Voelk
(2) Proposal to ratify the selection of BDO Seidman, LLP as the independent
auditors of the Corporation for the fiscal year ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
(3) Share owner proposal regarding executive compensation limits.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSAL 3.
(4) In his discretion to transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
<PAGE> 17
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF MANAGEMENT AS 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: , 1997
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.
