SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to '240.14a-11(c) or
240.14a-12
ASA INTERNATIONAL LTD.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee previously paid 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>
[LOGO]
ASA INTERNATIONAL LTD.
10 SPEEN STREET
FRAMINGHAM, MASSACHUSETTS 01701
April 3, 1998
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 8, 1998 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, I would like to
express our appreciation for your continued interest in the affairs of the
Corporation.
Sincerely,
ALFRED C. ANGELONE
CHAIRMAN
<PAGE>
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 8, 1998 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, 1998;
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 20, 1998,
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 & Trust, 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 3, 1998
<PAGE>
ASA INTERNATIONAL LTD.
10 SPEEN STREET
FRAMINGHAM, MASSACHUSETTS 01701
APRIL 3, 1998
------------------------
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, May 8,
1998, and at any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 20, 1998, will be
entitled to vote at the Annual Meeting or any adjournment or adjournments
thereof. On that date, 4,168,448 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 MAY BE
DEEMED TO CONTROL APPROXIMATELY 31.9% OF THE OUTSTANDING SHARES OF COMMON STOCK.
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 as attorneys 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 audited financial statements for the
Corporation's fiscal year ended December 31, 1997 ("Fiscal 1997"), is being
mailed herewith to all stockholders entitled to vote at the Annual Meeting. This
Proxy Statement and the accompanying Proxy were first mailed to stockholders on
or about April 3, 1998.
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 "Security Ownership of Certain Beneficial
Owners and Management."
Year Nominee Positions and
First Became Offices with the
Name Age Director corporation
Alfred C. Angelone........ 59 1982 Chairman of the Board, Chief
Executive Officer and
President
William A. Kulok.......... 57 1993 Director
James P. O'Halloran....... 65 1991 Director
Gordon J. Rollert......... 63 1992 Director
Robert L. Voelk........... 42 1997 Director
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 1997.
BOARD AND COMMITTEE MEETINGS
The Board of Directors met four (4) times during Fiscal 1997. 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 1997.
No Director or executive officer is related by blood, marriage, or adoption to
any other Director or executive officer.
The Board of Directors has established both an Executive Committee and an
Audit Committee. The Board of Directors disbanded the Compensation Committee
during Fiscal 1996, and its functions are performed by the full Board of
Directors. The Corporation has no other committees.
Mr. Angelone serves as a member of the Executive Committee. Each of Messrs.
Wayne Croswell, Terrence McCarthy, Donald Askin, Kevin Rhone and Katpady Shenoy,
the Corporation's President of the Tire Systems Product Group, Vice President
and Treasurer, President of the Corporation's CommercialWare Product Line,
President of the Corporation's SmartTIME Software Product Line and President of
the Corporation's Legal Systems Product Line, respectively, serves as an
ex-officio 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 under 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
Executive Committee met eleven (11) times during Fiscal 1997.
Messrs. O'Halloran and Rollert serve as members of the Audit Committee. 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 Audit Committee had no formal meetings in Fiscal 1997.
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:
Principal Occupation During
Name Past Five Years
Alfred C. Angelone Chairman, Chief Executive Officer and
President 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 Chairman, 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 communications software company;
formerly Executive Vice President and
Director of the Corporation.
Terrence C. McCarthy Vice President and Treasurer of the
Corporation.
EXECUTIVE OFFICERS
The executive officers of the Corporation, their ages and positions held
with the Corporation are as follows:
Year
First Became Positions and Offices
Name Age Officer with the Coroporation
Alfred C. Angelone.......... 59 1982 Chief Executive
Officer and President
Terrence C. McCarthy........ 47 1989 Vice President
and Treasurer
CERTAIN TRANSACTIONS
During Fiscal 1997, the Corporation advanced an aggregate of approximately
$41,631 to Mr. Angelone, the Corporation's Chairman, Chief Executive Officer and
President. Mr. Angelone repaid approximately $1,292 of outstanding advances
during Fiscal 1997. As of March 20, 1998, the outstanding balance of short-term
advances owed by Mr. Angelone to the Corporation totaled approximately $114,584.
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 principle amount of
$600,000.00 from TradePoint (the "Note"). The remaining 84% interest in
TradePoint is owned by Christopher J. Crane, formerly the President and a
Director of the Corporation. Simultaneously with the completion of this
transaction, Mr. Crane resigned from 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)
canceled 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.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 20, 1998, certain information
concerning stock ownership of the Corporation by (i) each person known by the
Corporation to own of record or 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, (iii) each executive officer of the Corporation; and (iv)
all Directors and nominees and executive 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 20, 1998, the
Corporation had 1,331 holders of record.
<PAGE>
Percentage of
Name and Address of Number of Shares Outstanding
of Beneficial Owner (1) Beneficially Owned Common Stock (2)
Alfred C. Angelone(3)(4) 898,164 20.1
James P. O'Halloran(5) 27,000 *
Gordon J. Rollert 6,785 *
William A. Kulok(6) 20,000 *
Robert L. Voelk 5,000 *
Terrence C. McCarthy 7,087 *
TradePoint Systems LLC(7)
615 Amherst Street
Nashua, NH 03063 665,597 14.9
All Directors and
officers as a group (6 persons) 1,629,633 36.5
(1)(2)(3)(4)(5)(6)(7)(8)
- ----------
* Less than 1%.
(1) The address for Messrs. Angelone, O'Halloran, Rollert, Kulok, Voelk and
McCarthy is c/o ASA International Ltd., 10 Speen Street, Framingham,
Massachusetts 01701.
(2) Except as otherwise indicated, the Corporation believes that each person
named in the table has sole voting and investment power with respect to all
shares of Common Stock beneficially owned by him. Pursuant to the rules of
the Securities and Exchange Commission, shares of Common Stock which an
individual or group has a right to acquire within 60 days pursuant to the
exercise of presently exercisable or outstanding options, warrants or
conversion privileges are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table. Information with respect
to beneficial ownership is based upon information furnished by such
stockholder.
(3) Includes 24,535 shares of Common Stock owned by ASA Investment Partnership,
of which Mr. Angelone and the Corporation are general partners.
(4) Includes 255,000 shares of Common Stock underlying non-qualified stock
options that are exercisable, but excludes an additional 20,000 shares of
Common Stock underlying non-qualified options that are not exercisable.
(5) Includes 25,000 shares of Common Stock underlying non-qualified stock
options that are exercisable.
(6) Includes 20,000 shares of Common Stock underlying non-qualified stock
options that are exercisable.
(7) All stock owned by TradePoint Systems LLC has been pledged to the
Corporation to secure a note to the Corporation. The Corporation holds
voting power with respect to these shares. See "Certain Transactions".
(8)Also includes shares held by TradePoint LLC.
COMPENSATION OF OFFICERS AND DIRECTORS
EXECUTIVE OFFICERS COMPENSATION
The following tables set forth the annual and long-term compensation for
services rendered to the Corporation during Fiscal 1997 and the fiscal years
ended December 31, 1996 and 1995 ("Fiscal 1996" and "Fiscal 1995", respectively)
paid to those persons who were at December 31, 1997 (i) the chief executive
officer and (ii) each other executive officer of the Corporation whose annual
compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
(a) (b) (c) (d) (e) (f)
Other Annual Securities
Salary Bonus Compensation Underlying
Name and Principal Position Year $(1) $ $(2) Options(#)
--------------------------- --------- ------- ------ ------------- -----------
<S> <C> <C> <C> <C> <C>
Alfred C. Angelone 1997 249,196 7,000 84,687 0
Chief Executive Officer 1996 245,833 29,913 102,612 50,000
and President 1995 236,678 0 94,985 0
Terrence C. McCarthy 1997 100,769 0 0 0
Vice-President 1996 -- -- -- --
1995 -- -- -- --
- ----------
(1) Amounts shown indicate base salary received by executive officers, value
related to personal use of leased automobiles, and the imputed value of
group term life insurance ("GTL Value") 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
(i) any increases in cash surrender value accruing to the Corporation and
(ii) GTL Value) 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 1997,
1996 and 1995, the Corporation made no awards of Restricted Stock and did
not have a Long-Term Incentive Plan. In Fiscal 1997 and 1995, the
Corporation did not grant stock options to either of Mr. Angelone or Mr.
McCarthy, and in Fiscal 1996, the Corporation did not grant stock options to
Mr. McCarthy. On March 4, 1996, the Corporation granted to Mr. Angelone
non-qualified stock options to purchase 50,000 shares of Common Stock that
are exercisable through March 3, 2006 at an exercise price of $1.47 per
share. On February 8, 1993, the Corporation granted Mr. Angelone
non-qualified stock options to purchase 115,000 shares of Common Stock that
are exercisable through February 7, 2003 at an exercise price of $1.44 per
share. The above options held by Mr. Angelone were repriced on January 2,
1997, to an exercise price of $1.06 per share.
</TABLE>
The following table sets forth additional information concerning
unexercised stock options to purchase the Corporation's Common Stock held by
Messrs. Angelone and McCarthy as of December 31, 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL 1997AND
FISCAL YEAR-END OPTION VALUES
(a) (b) (c) (d) (e)
Number of Value of
Securities Unexercised
Shares Underlying In-the-Money
Acquired Options at Options at
on Value Fiscal Year-End Fiscal Year-End
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable(#) Unexercisable($)(1)(2)
---- --------- -------- ------------------ -------------------
<S> <C> <C> <C> <C> <C>
Alfred C. Angelone 0 0 245,000/30,000 $310,250/$35,700
Terrence C. McCarthy 7,073 $9,533 0/0 $0/$0
- ----------
(1) "In-the-Money" options are those options for which the fair market
value of the Common Stock underlying the options 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 135,000 were
exercisable as of December 31, 1997.
(2) The value of unexercised In-the-Money options is determined by
multiplying the number of options held by the difference in the fair market
value of the Common Stock underlying the options on December 31, 1997 ($2.25
per share) and the applicable exercise price of the options granted.
</TABLE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Grant Date
Individual Grants Value(1)
(a) (b) (c) (d) (e) (h)
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration Grant Date
Name Granted Fiscal Year ($/Sh) Date Present Value
<S> <C> <C> <C> <C> <C>
Alfred C. Angelone -- 0 -- -- $--
Terrence C. McCarthy -- 0 -- -- $--
- ----------
(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 1997: dividend yield of 0% and expected
volatility of 47%, risk free rates ranging from 5.76% to 6.73%, and expected
lives ranging from 12 to 48 months.
</TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
In Fiscal year 1997, Mr. Angelone received a base salary of $245,292, and
Mr. McCarthy received a base salary of $100,769. All officers' salaries are
subject to periodic review by the Board of Directors.
COMPENSATION OF DIRECTORS
During Fiscal 1997, Messrs. O'Halloran, Voelk, 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 1997, 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. The Compensation Committee was disbanded by
the Board of Directors in Fiscal 1996. During Fiscal 1997, 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
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.
COMPENSATION FOR CHIEF EXECUTIVE OFFICER
The compensation for Mr. Angelone, as described above, is 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
William A. Kulok
James P. O'Halloran
Gordon J. Rollert
Robert L. Voelk
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
(assuming reinvestment of dividends) from investing $100 on January 1, 1993, and
plotted at the end of Fiscal 1997, 1996, 1995 and the Corporation's fiscal years
ended December 31, 1994 and December 31, 1993. 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.
[PERFORMANCE GRAPH OMITTED]
Measurement Period ASA International NASDAQ Market
(Fiscal Year Covered) Ltd. Peer Group Index Index
1/2/93 100 100 100
12/31/93 116.67 80.72 119.95
12/31/94 113.04 14.66 125.94
12/31/95 136.84 26.78 163.35
12/31/96 92.22 28.08 202.99
12/31/97 226.08 21.30 248.30
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, 1998 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 1997, is provided to the stockholders herewith.
VOTING AT MEETING
The Board of Directors has fixed March 20, 1998, as the record date for the
determination of stockholders entitled to vote at this meeting. At the close of
business on that date, 4,168,448 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.
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 1999 Annual Meeting,
tentatively scheduled to be held on Friday, May 7, 1999, stockholders' proposed
resolutions must be received by the Corporation on or before December 1, 1998.
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 3, 1998
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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.
<PAGE>
ASA INTERNATIONAL LTD.
PROXY FOR ANNUAL MEETING TO BE HELD ON MAY 8, 1998
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 8, 1998 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, 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, 1998.
[ ] 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 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: , 1998
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.
