<PAGE>
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 [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 149-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DYNATEM, INC.
- --------------------------------------------------------------------------------
(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)(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>
October 1, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Dynatem, Inc., which will be held at 23263 Madero, Suite C, Mission Viejo,
California 9269l, at l0:00 A.M. on Friday, October 22, l999.
At the meeting, you will be asked to elect the Company's Board of Directors
for the ensuing year, and to ratify the appointment of Corbin & Wertz as the
Company's independent certified public accountants. The Board of Directors of
the Company urges you to vote FOR both proposals.
Although you may presently plan to attend the meeting, please indicate on
the enclosed proxy card your vote on the matters presented and sign, date and
return the proxy card in the enclosed postage paid envelope. If you do attend
the meeting and wish to vote in person, you may withdraw your proxy at that
time.
Sincerely,
/s/ Eileen DeSwert
President & Chief
Executive Officer
<PAGE>
DYNATEM, INC.
23263 Madero, Suite C
Mission Viejo, California 92691
________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 22, 1999
To the Shareholders of Dynatem, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
DYNATEM, INC., a California corporation (the "Company"), will be held on Friday,
October 22, 1999, at 10:00 A.M. at the Company's principal office, located at
23263 Madero, Suite C, Mission Viejo, California 92691, for the following
purposes:
1. To elect seven directors;
2. To ratify the appointment of Corbin & Wertz as the Company's
independent certified public accountants; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on September 24,
1999, will be entitled to receive notice of and to vote at the Annual Meeting
and at any adjournment thereof.
Holders of a majority of the outstanding shares of the Company's
common stock must be present either in person or by proxy in order for the
meeting to be held. The proxy is revocable at any time and will not affect your
right to vote in person if you attend the Annual Meeting.
By Order of the Board of Directors,
/s/ Michael Horan,
Secretary
Mission Viejo, California
October 1, 1999
WHETHER OR NOT YOU ATTEND THE SHAREHOLDERS' MEETING, YOU ARE REQUESTED TO SIGN
AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE AT YOUR
EARLIEST CONVENIENCE.
<PAGE>
DYNATEM, INC.
ANNUAL MEETING OF SHAREHOLDERS
October 22, 1999
______________________________
PROXY STATEMENT
______________________________
SOLICITATION OF PROXIES
The Board of Directors of DYNATEM, INC. (the "Company") is soliciting the
enclosed proxy for use at the Annual Meeting of Shareholders of the Company, to
be held on Friday, October 22, 1999, 10:00 A.M. at the Company's principal
office, located at 23263 Madero, Suite C, Mission Viejo, California 92691 (the
"Annual Meeting"). Whether or not you plan to attend the Annual Meeting, you are
requested to date, sign and return the attached proxy to the Company as promptly
as possible in the enclosed envelope. The shares of the Company's common stock
(the "Common Stock") represented by proxies will be voted in accordance with the
Board of Director's recommendations unless the proxy indicates otherwise. Any
shareholder giving a proxy may revoke it at any time prior to its use by filing
with the Secretary of the Company a written revocation or a proxy bearing a
later date, or by voting in person at the Annual Meeting. The cost of the
solicitation of the proxies will be paid by the Company. In addition to the
solicitation of proxies by use of the mails, directors, officers and employees
of the Company may solicit proxies personally, or by other appropriate
custodians, nominees or fiduciaries holding shares of Common Stock in their
names for others, to send proxy materials and to obtain proxies from their
principals and the Company will reimburse them for their expenses in doing so.
The approximate date on which this proxy statement and the form of proxy is
first being sent or given to the Company's shareholders is October 1, 1999.
The Company's Annual Report for the fiscal year ended May 31, 1999 is being
mailed concurrently with this proxy statement. Brokerage houses, custodians,
nominees and others may obtain additional copies of the Annual Report, Form 10-
KSB or this proxy statement by request to the Company.
The address of the Company's principal executive office is 23263 Madero,
Suite C, Mission Viejo, California 92691.
<PAGE>
VOTING RIGHTS
Shareholders of Common Stock of record at the close of business on
September 24, 1999, are entitled to notice of, and to vote at, the Annual
Meeting. As of September 24, 1999, there were 1,418,400 shares of Common Stock
outstanding, all of one class, all of which are entitled to be voted at the
Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of a
majority of the shares of Common Stock outstanding on September 24, 1999, will
constitute a quorum. Abstentions and broker non-votes are counted for purposes
of determining a quorum, but are not considered as having voted for purposes of
determining the outcome of a vote.
Each share of Common Stock is entitled to one vote; provided, however,
that, shareholders are entitled to cumulative voting in the election of
directors. As provided by the Company's Bylaws and by California law, in
electing directors no shareholder shall be entitled to accumulate his votes
(i.e., cast for any one candidate a number of votes greater than the number of
such shareholder's shares of Common Stock) unless the candidate's name has been
placed in nomination by a shareholder present at the Annual Meeting prior to the
commencement of the voting and at least one shareholder has given notice prior
to the commencement of voting of his intention to accumulate votes. If any
shareholder has given such notice, then each shareholder may accumulate his
votes and give to one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which his shares of
Common Stock are entitled, or may distribute his votes on the same principle
among as many candidates as he may desire. Regardless of whether the shares of
Common Stock are voted cumulatively, the candidates receiving the highest number
of votes, up to the number of directors to be elected, shall be elected. Unless
otherwise instructed, the shares represented by proxies to management will be
voted in the discretion of management so as to elect the maximum number of
management nominees which may be elected by cumulative voting (if applicable).
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information regarding beneficial ownership
of shares of Common Stock as of September 24, 1999, by (i) all persons known to
the Company to be the beneficial owner of more than five percent of the
outstanding shares of Common Stock, (ii) each director and nominee for director
and all named executive officers, and (iii) all current executive officers and
directors as a group. Persons named in the following table have sole voting and
investment powers with respect to all shares shown as beneficially owned by
them, subject to community property laws where applicable and other information
contained in the footnotes to the table. Information with respect to beneficial
ownership is based upon the Company's Common Stock records and data supplied to
the Company by its shareholders.
2
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
<S> <C> <C>
Eileen DeSwert 709,634 (1) 50.0%
c/o Dynatem, Inc.
23263 Madero, Suite C
Mission Viejo, CA 92691
Harry Cavanaugh 40,000 (2) 2.8%
c/o Ditek, Inc.
P.O. Box 104
Westford, VT 05494
Robert E. Anslow 12,000 (2) 0.8%
c/o Dynatem, Inc.
23263 Madero, Suite C
Mission Viejo, CA 92691
Costis Toregas 10,000 (2) 0.7%
c/o Public Technology, Inc.
1301 Pennsylvania Ave., N.W.
Washington, D.C. 20004
Richard Jackson 10,000 (2) 0.7%
c/o Dynatem, Inc.
23263 Madero, Suite C
Mission Viejo, CA. 92691
Charles Spear 43,000 (2) 3.0%
c/o Dynatem, Inc.
23263 Madero, Suite C
Mission Viejo, CA 92691
H. Richard Anderson 10,000 (2) 0.7%
C/o Dynatem, Inc.
23263 Madero, Suite C
Mission Viejo, CA 92691
Executive Officers and 963,634 (1)(3) 67.2%
Directors as a group
(9 persons)
</TABLE>
3
<PAGE>
- -------------------------
(1) Does not include 10,000 shares each (total of 20,000) owned by the two
children of Eileen DeSwert or 37,193 shares owned by Florence Horan, mother of
Eileen DeSwert, as to which Ms. DeSwert disclaims beneficial ownership. Includes
20,000 shares which are issuable upon the exercise of outstanding stock options.
(2) Includes 10,000 shares which are issuable upon the exercise of outstanding
stock options.
(3) Includes 165,000 shares which are issuable upon the exercise of outstanding
stock options.
ELECTION OF DIRECTORS
(Proposal Number 1)
Seven directors, constituting the entire Board of Directors, are to be
elected to hold office until the next annual meeting and until their successors
are duly elected and qualified. Unless otherwise directed, the proxy holders
will vote all proxies with a view toward the election of the following nominees,
all of whom are currently members of the Company's Board of Directors. If any
of the persons named below is unable to serve or for good cause will not serve,
the proxy will be voted for such other person or persons as the Board of
Directors may recommend.
Information Concerning Nominees for Director
The Nominees for Director of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Eileen DeSwert 51 President, Chief Executive
Officer and Director
Harry Cavanaugh 78 Chairman of the Board, Director
Costis Toregas 52 Director
Robert Anslow 67 Director
Richard Jackson 75 Director
Charles Spear 56 Director
H. Richard Anderson 55 Director
</TABLE>
4
<PAGE>
Eileen DeSwert has been President and Chief Executive Officer since March
1988 and a Director of the Company since August 1981.
Harry Cavanaugh has been Chairman of the Board and a Director of the
Company since April 1987. Since 1970, he has been the President of Ditek, Inc.,
a management assistance company.
Robert E. Anslow has been a Director of the Company since September 16,
1988. He is the President of JP Technologies, Inc., a manufacturer of precision
strain gages and foil resistors. From December 1992 to November 1993, Mr.
Anslow was an independent consultant. From October 1988 to December 1992 he was
Vice President and General Manager of Revere Transducers, Inc.; from 1985 to
1988 he was Vice President and General Manager of Plessey Semiconductors (N.
America). From 1973 to 1985 he held various executive positions in the
Semiconductor Products Division of Rockwell International Corporation.
Costis Toregas has been a Director of the Company since March 1988. He is
currently the President of Public Technology Inc., a public interest
corporation, where he has held various positions since 1971.
Charles Spear has been a Director of the Company since January 1997. He is
Chairman of the Board of Spear, Inc., a privately held financial services
company. From April 1995 until February 1996, he was Director and Chief
Financial Officer of Smith Micro Software, Inc. From April 1983 until December
1992, Mr. Spear was Chairman of the Board, President and Chief Financial Officer
of Spear Financial Services, Inc., a public company which he founded. From May
1981 until April 1983, he was Chief Operating Officer of Trading Company of the
West, a partnership operating Pacific Stock Exchange specialist posts. From
1968 until 1981, Mr. Spear was employed by The First National Bank of Chicago,
most recently as Vice President. Mr. Spear is admitted to the practice of law in
Illinois. He is a member of the Board of Directors of several privately held
companies.
Richard Jackson has been a Director of the Company since October 18, 1991.
He is the president of Consultant for Corporate Communications, founded in 1970
to provide corporate and investor relations communication services to public
corporations.
H. Richard Anderson has been a Director of the Company since March 13,
1998. He is presently the Business Planning Manager for the Personal Computing
Division of Rockwell Semiconductor Systems. He held various management positions
in the marketing, business planning and development, product line management and
engineering functions of the semiconductor business unit of Rockwell
International since October 1976.From 1974 to 1976, he was Manager of
Minicomputer Engineering with NCR. From 1971 to 1974, he held various
international marketing, product planning and development management positions
with the Monroe Company. From 1969 to 1971, he was a software engineer for
Univac at Bell Labs. From 1967 to 1969 he developed engineering design software
General Dynamics.
5
<PAGE>
Directors of the Company serve one-year terms until their successors are
elected and qualified. Officers of the Company are appointed annually by the
Board of Directors. Ms. DeSwert is the sister of Michael Horan, an executive
officer of the Company.
Compensation of Directors; Meetings and Attendance
Each non-employee director receives a fee of $500 for each meeting of the
Board of Directors attended. In addition, directors are reimbursed for
reasonable travel expenses incurred in connection with attendance at such
meetings. Directors are also entitled to participate in the Company's 1998
Stock Option Plan. During the fiscal year ended May 31, 1999, two meetings of
the Board of Directors were held. No director attended fewer than 75% of the
total number of meetings of the Board and Committees on which such director
served, other than Costis Toregas.
Board Committees
The Board of Directors has established an Audit Committee, which is
currently composed of Messrs. Anslow, Toregas and Jackson. The Audit Committee
generally meets with the Company's independent accountants at least annually to
review the results of the annual audit and discuss the financial statements,
recommends to the Board of Directors the independent accountants to be retained,
and receives and considers the accountants procedures in connection with the
audit and financial controls. The Board does not have any standing nominating or
compensation committees.
Relationships with Outside Firms
Harry Cavanaugh is the President of Ditek, Inc., a management assistance
company that received $4,400 for consulting services rendered on behalf of the
Company during Fiscal Year 1999.
Executive Officers
Set forth below is certain information concerning the executive officers of
the Company. For information concerning Eileen DeSwert, the President and Chief
Executive Officer of the Company, see "Information Concerning Nominees for
Director" above.
Belen Ramos, 56, has been Chief Financial Officer of the Company since
October 1987. She had been Chief Accountant for the Company since 1984.
Michael Horan, 49, has been Vice President of Sales and Marketing since
January 10, 1989. He has been corporate Secretary since October 1988. Mr. Horan
was National Sales Manager from 1987 to 1989, and has been employed by Dynatem
since 1983.
6
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes of ownership of the Company's Common Stock with the Securities and
Exchange Commission. Such persons are required to furnish the Company with
copies all Section 16(a) reports which they file.
Based solely upon its review of these filings and written representations
from certain of the Company's executive officers and directors that no other
reports were required, the Company believes that all such Section 16(a) filing
requirements were complied with during and with respect to the fiscal year ended
May 31, 1999.
Compensation of Executive Officers
Summary Compensation Table. The following table sets forth certain
information concerning the compensation of Eileen DeSwert, the Company's
President and Chief Executive Officer, for each of the Company's last three
fiscal years:
Summary Compensation Table
Annual Compensation Long Term Compensation
--------------------------------- ----------------------
Fiscal Bonus Other Annual Awards
------
Year Salary($) ($) Compensation Options/SARs (#)
- ------ --------- --- ------------ ----------------
1999 $ 50,000 $1,277 -0-
1998 $ 51,500 -0- -0-
1997 $ 50,770 -0- -0-
No person who served as an executive officer of the Company at the end of
Fiscal 1999 received total salary and bonus in excess of $100,000.
Option Grants in Fiscal 1999. No options were granted to Ms. DeSwert during the
fiscal year ended May 31, 1999.
Option Exercises and Year-End Option Values. The following table sets forth
certain information concerning the value of unexercised stock options held by
Ms. DeSwert at May 31, 1999:
7
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Value
================================================================================
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
on Exercise(#) Realized ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------
-- -- 20,000/0 0/0
- --------------------------------------------------------------------------------
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(Proposal Number 2)
The firm of Corbin & Wertz, independent certified public accountants, has
been the Company's independent public accountants since June 1992, and has been
selected by the Board of Directors to serve as independent public accountants
for the fiscal year ending May 31, 2000. Representatives of Corbin & Wertz are
expected to be present at the Annual Meeting, will be given an opportunity to
make a statement, if they desire to do so, and will be available to respond to
appropriate questions during the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF CORBIN & WERTZ AS
---
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
FINANCIAL INFORMATION
The Company's Annual Report for the fiscal year ended May 31, 1999, is
being mailed with this Proxy Statement. Such Annual Report is not incorporated
in this Proxy Statement and is not considered a part of the proxy soliciting
materials.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED MAY 31, 1999, INCLUDING
FINANCIAL STATEMENTS AND A LIST OF EXHIBITS, TO ANY PERSON FROM WHOM THE
ACCOMPANYING PROXY IS SOLICITED. REQUESTS SHOULD BE DIRECTED TO THE COMPANY'S
SECRETARY, MICHAEL HORAN, AT DYNATEM, INC., 23263 MADERO, SUITE C, MISSION
VIEJO, CALIFORNIA 92691.
8
<PAGE>
[LOGO] PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints EILEEN
DESWERT and MICHAEL HORAN, and each of them, with full power
of substitution, attorneys and proxies to represent and vote
all shares of the Common Stock of DYNATEM, INC., (the
"Company") which the undersigned would be entitled to vote
at the Annual Meeting of Shareholders to be held at 23263
Madero, Suite C, Mission Viejo, California 92691 on Friday
October 22, 1999, at 10:00 A.M. or any adjournment thereof,
in the following manner:
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS [_] For all nominees listed below [_] WITHHOLD AUTHORITY
(except as marked to the contrary below) To vote for all nominees listed below
E. Deswert, H. Cavanaugh, C. Toregas, R. Anslow, R. Jackson, C. Spear, R. Anderson
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
2. RATIFICATION OF APPOINTMENT OF CORBIN & WERTZ AS THE COMPANY'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS.
[_] FOR [_] AGAINST [_] ABSTAIN
3. IN ACCORDANCE WITH THEIR BEST JUDGEMENT with respect to any other matters
which may properly come before the meeting.
(Continued on the reverse side)
<PAGE>
WHEN THIS PROXY IS PROPERLY EXECUTED AND RETURNED, THE SHARES IT REPRESENTS WILL
BE VOTED AT THE MEETING IN ACCORDANCE WITH THE CHOICES SPECIFIED ABOVE. IF NO
CHOICES ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3 IN
ACCORDANCE WITH THE BEST JUDGEMENT OF THE DESIGNATED INDIVIDUALS WITH RESPECT TO
MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ANY OTHER MATTERS NOT KNOWN
BY THE DESIGNATED INDIVIDUALS AT THE TIME THIS PROXY IS SOLICITED WHICH MAY
PROPERLY COME BEFORE THE MEETING. IF ANY OF THE NOMINEES FOR DIRECTOR IS UNABLE
TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE PROXY HOLDER WILL VOTE FOR SUCH
OTHER PERSON OR PERSONS AS THE BOARD OF DIRECTORS MAY RECOMMEND.
Please date and sign exactly as your name or names appear hereon. If more than
one owner, all should sign. When signing as attorney, executor, administrator,
trustee or guardian, give your full title as such. If the signature is a
corporation or partnership, sign the full corporate or partnership name by a
duly authorized officer or partner.
DATED: ____________________________, 1999
________________________________________
Signature
________________________________________
Signature
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND RETURN THIS PROXY USING THE ENCLOSED
ENVELOPE
