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
14a-6(e)(2))
( X ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-1(c) or rule 14a-12
QUIPP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
( X ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(2) or Item 22(a)(2)
of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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( ) 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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QUIPP, INC.
4800 N.W. 157th Street
Miami, Florida 33014
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held May 11, 1995
To the Shareholders of Quipp, Inc.:
Notice is hereby given that the 1995 Annual Meeting of Shareholders of Quipp,
Inc. (the "Company") will be held at its corporate offices at 4800 N.W. 157th
Street, Miami, Florida on May 11, 1995 at 10:00 A.M. Eastern Daylight Time, for
the following purposes:
(1) To elect five members of the Board of Directors to serve for the
ensuing year and until their respective successors have been duly
elected and qualified.
(2) To ratify the appointment of KPMG Peat Marwick LLP as independent
public accountants to examine the financial statements of the
Company for 1995, and
(3) To act upon such other matters that may properly be presented at the
Meeting or any adjournment or postponement thereof.
The close of business on April 7, 1995 has been fixed as the record date for the
meeting. Only shareholders of record at that time are entitled to notice of and
to vote at the meeting or any adjournment thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the attached proxy statement for further information with
respect to the business to be conducted at the meeting. The Board of Directors
urges you to sign, date and return promptly the enclosed form of proxy. The
return of the enclosed proxy will not affect your right to vote in person if you
do attend the Meeting.
Miami, Florida By Order of the Board of Directors
April 24, 1995
Charles P. Sacher
Secretary
TO ASSURE PROPER REPRESENTATION AT THE MEETING, ALL SHAREHOLDERS ARE EARNESTLY
REQUESTED TO FILL IN AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE.
QUIPP, INC.
4800 N.W. 157th Street
Miami, Florida 33014
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PROXY STATEMENT
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This Proxy Statement is furnished to the holders of Common Stock (the "Common
Stock") of Quipp, Inc. (the "Company"), a Florida corporation, in connection
with the solicitation of proxies by the Company's Board of Directors for use at
the 1995 Annual Meeting of Shareholders (the "Meeting") to be held at the
Company's corporate offices at 4800 N.W. 157th Street, Miami, Florida on May 11,
1995 at 10:00 A.M., Eastern Daylight Time, and at any adjournment or
postponement thereof.
This Proxy Statement, the foregoing notice and the enclosed proxy are being sent
to shareholders on or about April 24, 1995. The shareholders of record at the
close of business on April 7, 1995 (the "Record Date") are entitled to notice
of, and to vote at the Meeting.
If the enclosed proxy is properly executed and returned in time for voting, the
shares of Common Stock represented thereby will be voted as indicated in such
proxy. In the absence of instructions, proxies will be voted in favor of the
election of the nominees of the Board of Directors and ratification of the
appointment of KPMG Peat Marwick LLP as the Company's independent public
accountants for 1995. Proxies will extend to, and will be voted at any
adjourned or postponed session of the Meeting. The Board of Directors is not
aware of any matters to come before the Meeting other than those described in
this Proxy Statement. If any other matters properly come before the Meeting,
the persons named in the enclosed proxy will vote such proxy in accordance with
their best judgment with respect to such matters. At any time before it is
exercised, a proxy may be revoked by a shareholder by delivering a duly executed
proxy bearing a late date, by notice to the Secretary of the Company in writing
at the address set forth above or by voting by ballot at the Meeting.
VOTING SECURITIES AND SECURITY OWNERSHIP
General
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On April 7, 1995, there were outstanding 1,569,465 shares of Common Stock, $.01
par value (the "Common Stock"), which constitutes the only class of voting
securities of the Company. Holders of Common Stock are entitled to one vote per
share, exercisable in person or by proxy, at all meetings of shareholders. The
presence, in person or by proxy, of the holders of a majority of the outstanding
shares of Common Stock of the Company is required to constitute a quorum in
order to transact business at the Meeting.
Directors are elected by a plurality of votes cast. Generally, under Florida
law, action on a matter, other than the election of directors, is approved if
the votes cast on the subject matter favoring the action exceed the votes cast
opposing the action. Accordingly, abstentions will have no effect on the vote.
In addition, where brokers are prohibited from exercising discretionary
authority in voting shares for beneficial owners who have not provided voting
instructions (commonly referred to as "broker non-votes"), those shares will not
be included in vote totals.
Securities Ownership of Certain Beneficial Owners and Management
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The following table sets forth certain information concerning ownership of the
Common Stock of the Company as of March 16, 1995 by (a) each shareholder known
by the Company to beneficially own more than five percent of the Common Stock,
(b) each director of the Company, (c) each executive officer of the Company and
(d) all directors and executive officers of the Company as a group. Except as
otherwise noted, each person listed below, either alone or together with such
person's family, had sole voting and investment power with respect to the shares
listed next to such person's name.
Name and Address of Beneficially Percent of
Beneficial Owner Owned Class
------------------- -------------- ----------
Louis D. Kipp (1) 102,705 6.5%
William L. Rose 10,550 *
Jack D. Finley 43,375 2.8%
James E. Pruitt (2) 119,900 7.5%
Ralph M. Branca 1,000 *
Cristina H. Kepner (3) 3,000 *
Kenneth G. Langone (4) 172,775 11.0%
All directors and
officers as a group (5) 280,530 17.2%
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* Less than 1%
(1) Includes 20,000 shares issuable upon exercise of currently exercisable
options. The address of Mr. Kipp is Quipp, Inc., 4800 N.W. 157th Street, Miami,
Florida 33014.
(2) Includes 20,000 shares issuable upon exercise of currently exercisable
options and 20,000 shares issuable upon the exercise of stock options that
become exercisable on April 30, 1995. The address of Mr. Pruitt is Quipp, Inc.,
4800 N.W. 157 Street, Miami, Florida 33014.
(3) Does not include shares held by Invemed Associates, Inc. (see Note 4). Ms.
Kepner is Executive Vice President and Corporate Finance Director of Invemed
Associates, Inc.
(4) Includes 71,765 shares held by Invemed Associates, Inc. ("Invemed"). Mr.
Langone is the President of Invemed Associates, Inc. and 81% owner of its
corporate parent. The address of Mr. Langone is Invemed Associates, Inc., 375
Park Avenue, New York, New York 10152.
(5) Includes 40,000 shares issuable upon exercise of currently exercisable
options and 20,000 shares issuable upon the exercise of stock options that
become exercisable on April 30, 1995.
ELECTION OF DIRECTORS
Nominees for Election
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At the Meeting, the shareholders will elect five directors to hold office until
the Annual Meeting of Shareholders in 1996 and until their respective successors
are duly elected and qualified. Unless contrary instructions are given, the
shares represented by a properly executed proxy will be voted "For" the election
of the following nominees: Ralph M. Branca, Jack D. Finley, Cristina H. Kepner,
James E. Pruitt, and William L. Rose. All of the nominees are currently members
of the Board of Directors of the Company.
In January 1995, the boards of directors of the Company and its wholly-owned
subsidiary, Quipp Systems, Inc., were reorganized with the objective of having
the Company's directors generally consist of members with broad business
experience, while having the Quipp Systems, Inc. Board of Directors consist of
persons with experience relating specifically to the newspaper industry.
Accordingly, Messrs. Louis D. Kipp, James G. Quakenbush and Ralph A. Roth,
formerly directors of the Company, constitute the Board of Directors of Quipp
Systems, Inc. In addition, Ms. Kepner was elected as a director of the Company,
and the other nominees listed below continued as directors of the Company.
The Board of Directors believes that all the nominees will be able to serve as
directors. If any nominee is unable to serve, the persons named in the enclosed
proxy will vote the shares they represent for the election of such other persons
as the Board of Directors may recommend, unless the Board of Directors reduces
the number of directors.
Set forth below is certain information concerning the nominees for
election as directors:
Name Age Position with the Company
-------------------- --- -------------------------
James E. Pruitt 60 President and Director
Ralph M. Branca 59 Director
Jack D. Finley 67 Director
Cristina H. Kepner 47 Director
William L. Rose 69 Director
Mr. Pruitt has been President and director of the Company since April 1989. He
also held the title of Chief Executive Officer of the Company from April 1989
until November 1994. In December 1994, he became Chairman and Chief Executive
Officer of Opto-Mechanik, Inc., a manufacturer of optical devices for defense
applications. Mr. Pruitt has continued as President of the Company on a part-
time basis since November 1994. From 1986 through April 1989, Mr. Pruitt was
engaged in his own consulting business for the graphic arts and electronics
industry. From 1983 through 1986, he was President and Chief Executive Officer
of Harris Graphics Corporation and also served as its Chairman from 1983 through
1985.
Mr. Rose has been a director of the Company since it commenced operations in
August 1983. From July 1982 to June 1991, he was President and Chairman of the
Board of Technit, Inc., a supplier of EMI shielding for the electronics
industry. Since 1991, he has remained a director of Technit, Inc. and also
serves as director of Armtex, Inc., a textile manufacturer.
Mr. Finley has been a director of the Company since July 1989. He has been an
independent business investor and advisor since 1986. From 1968 to 1986, he
served in various capacities with Eikonix Corporation, a developer and producer
of color scanners, which he co-founded. He was Executive Vice-President and,
subsequently, Chairman of the Board of Eikonix Corporation until the company was
sold to Eastman Kodak Company in 1985.
Mr. Branca has been a director of the Company since July 1991. He has been
president of RMB Associates, a business consulting firm that he owns, since
November 1989 also, since 1992, Mr. Branca serves as a director of A.F.G.
Receivables Corporation. Prior to November 1989, he was employed by Emhart
Corporation where he held numerous positions, the most recent of which was
Corporate Vice President of Operations.
Ms. Kepner has been a director of the Company since January 1995. She has been
Executive Vice President and Corporate Finance Director of Invemed Associates,
Inc., an investment banking firm, since February 1978. Ms. Kepner is also a
director of NeoPath, Inc.
Meetings and Committees of the Board of Directors
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The Board of Directors held four meetings during 1994. The Board has an Audit
Committee and a Compensation Committee. The Board does not have a nominating
committee.
The Audit Committee is currently comprised of Messrs. Branca, Finley and Rose.
The principal functions of the Audit Committee are to recommend to the Board of
Directors the engagement of the independent auditors and to review with the
auditors the plan and results of the audit engagement and the adequacy of the
Company's system of internal accounting controls. The Audit Committee met four
times during 1994.
The Compensation Committee is currently comprised of Messrs. Finley and Rose.
The principal functions of the Compensation Committee are to recommend to the
Board of Directors the salary, bonus and other benefits of members of senior
management, to review new executive compensation plans, to administer certain of
the Company's benefit plans and to recommend to the Board of Directors the
compensation of the directors. The Compensation Committee met four times during
1994.
Compensation of Directors
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The Company currently pays each non-employee director a fee of $1,200, subject
to an annual maximum of $4,800, for attendance at each meeting of the Board of
Directors and each meeting of a Board committee that is not held on the same day
as a meeting of the Board of Directors.
EXECUTIVE COMPENSATION
Compensation Tables
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The following table sets forth certain information regarding to compensation
paid or accrued by the Company during the years ended December 31, 1994, 1993
and 1992 with respect to the Company's only executive officers during the year
ended December 31, 1994.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Other Annual All Other
Position Year Salary Bonus Compensation(1) Compensation(2)
- ------------------ ---- -------- ------- --------------- ---------------
James E. Pruitt 1994 $109,776 $ 4,007 $12,088 $1,056
Chief Executive 1993 $130,100 $ 5,000 $14,500(3) $1,340
Officer and 1992 $120,200 $10,000 $11,500 $ 850
President
Louis D. Kipp 1994 $110,657 $ 4,007 $ $1,078
Vice President and 1993 $108,000 $ 5,000 $22,200(4) $1,130
Chief Operating 1992 $117,000 $10,000 $ $1,120
Officer
(1) In accordance with Securities and Exchange Commission regulations,
perquisites and other personal benefits are included for any year in which they
amounted to more than 10% of the executive officer's total salary and bonus.
(2) Constitutes amount contributed by the Company, for the benefit of the
executive officer's, to the Company's Employee Savings and Investment Plan.
(3) Constitutes amounts paid by the Company in connection with lease payments,
insurance and related expenses for an automobile utilized by Mr. Pruitt for
business and personal purposes.
(4) Constitutes the purchase of an automobile utilized by Mr. Kipp for business
and personal purposes, as well as related insurance and other costs.
The following table sets forth information with respect to options held on
December 31, 1994 by the persons named in the Summary Compensation Table above.
Neither of these persons exercised options during 1994.
December 31, 1994 Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/94 (#) at 12/31/94 ($) (1)
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Exercisable Unexercisable Exercisable Unexercisable
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James E. Pruitt 80,000 20,000 $560,000 $140,000
Louis D. Kipp 20,000 5,000 $140,000 $ 35,000
(1) Based upon the closing price of the Common Stock on the Nasdaq National
Market on December 31, 1994.
Employment Agreements
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Pursuant to an employment agreement dated November 4, 1994 with Mr. Pruitt, the
Company agreed to employ Mr. Pruitt as President through April 30, 1995. Under
the agreement, Mr. Pruitt was compensated at a weekly rate of $2,555 from
November 4, 1994 through November 30, 1994. Subsequent to November 30, 1994,
Mr. Pruitt has been compensated under the agreement at the rate of $600 per day
devoted to Company business ($1,200 for any day on which a meeting of the Board
of Directors occurred). In addition, the Company agreed to pay an incentive
bonus to Mr. Pruitt pursuant to the Company's Executive Incentive Compensation
Plan on a prorated basis for the period during 1994 when he was a full time
employee of the Company. The Company also agreed to provide Mr. Pruitt with an
automobile and its reasonable operating expenses.
In addition, the Company agreed to make available to Mr. Pruitt, following
termination of the agreement health insurance coverage (including family
coverage) until Mr. Pruitt reaches age 65, provided that Mr. Pruitt pays 100% of
the cost of such health insurance coverage, but in no event more than the
premium that would be applicable to a full-time employee. The Company also
agreed to accelerate the vesting of options to purchase 20,000 shares of Company
Common Stock held by Mr. Pruitt to April 30, 1995 (such options would otherwise
have vested in December 1995). In connection with the employment agreement, an
earlier employment agreement, under which Mr. Pruitt was compensated at a
minimum rate of $110,000 per annum, was terminated.
Effective November 30, 1994, Mr. Pruitt became Chairman and Chief Executive
Officer of Opto-Mechanik, Inc. He continues to serve the Company on a part-time
basis.
Pursuant to an employment agreement dated May 1, 1993 with Mr. Kipp, Quipp
Systems, Inc. ("Quipp Systems") has agreed to employ Mr. Kipp through May 1,
1995 at a salary of $110,000 per year, subject to such increase as the Board of
Directors may determine. In addition, Quipp Systems agreed to pay an incentive
bonus to Mr. Kipp pursuant to the Company's Executive Incentive Compensation
Plan in an amount to be set by the Board of Directors based on Quipp Systems'
performance relative to an annual operating plan. Quipp Systems also agreed to
provide Mr. Kipp with an automobile and its reasonable operating expenses.
In addition, the employment agreement provides that if Mr. Kipp voluntarily
terminates his employment with Quipp Systems, then Quipp Systems will continue
Mr. Kipp's health insurance coverage (including family coverage) for a period of
24 months, provided that Mr. Kipp pays 100% of the cost of such health insurance
coverage, but in no event more than the premium that would be applicable to a
similarly situated full-time employee.
In the event that there is an "involuntary termination" of Mr. Kipp during the
term of the employment agreement, Quipp Systems will pay to Mr. Kipp his salary
through the termination date of the employment agreement or one year's annual
salary, whichever is greater. In addition, Quipp Systems will continue Mr.
Kipp's health insurance coverage (including family coverage) until Mr. Kipp
reaches age 65, provided that Mr. Kipp pays 100% of the cost of such health
insurance coverage, but in no event more than the premium that would be
applicable to a similarly situated full-time employee.
Under the employment agreement, an "involuntary termination" will be deemed to
have occurred in the event that Quipp Systems terminates Mr. Kipp's employment
for any reason other than fraud, conviction of a crime involving moral turpitude
or failure to comply with the terms of the employment agreement within ten days
after receiving notice of the failure to comply. In addition, the "involuntary
termination" will be deemed to have occurred if Mr. Kipp voluntarily terminates
employment with Quipp Systems within 90 days of his demotion, change in duties,
reduction in compensation or relocation of more than 50 miles of the principal
place of business of Quipp Systems. An "involuntary termination" also will be
deemed to have occurred if the employment agreement expires, is not superseded
by a renegotiated contract, and Quipp Systems' annual sales and profitability
have been for the full period of the employment agreement at levels which are at
least 85% of those defined in the operating plan approved by the Board of
Directors.
The agreement provides that it will automatically be renewed for a period of
three years from the date of a "change in control". A "change in control" will
be deemed to have occurred in the event that (i) shareholders who, as of May 1,
1993, held in aggregate more than 25% of the stock and options of the Company
sell or transfer such stock and within six months thereafter there is a change
in the composition or number of the Board of Directors of either of the Company
or Quipp Systems so that the directors on May 1, 1993 no longer constitute a
majority of the Board of Directors of the Company or Quipp Systems or (ii) the
Company or Quipp Systems disposes of assets consisting of more than 50% in value
of its assets.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of KPMG Peat Marwick LLP as the
independent public accountants to examine the financial statements of the
Company for 1995. In accordance with the resolution of the Board of Directors,
this selection will be presented to the shareholders for ratification or
disapproval at the Meeting. The firm of KPMG Peat Marwick LLP has audited the
Company's financial statements annually since 1983. If the shareholders do not
ratify the appointment of KPMG Peat Marwick LLP, the selection of independent
public accountants will be reconsidered by the Board of Directors.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Meeting and will have an opportunity to make a statement if he or she desires to
do so and will also be available to respond to appropriate questions raised at
the meeting.
A vote "For" ratification of the appointment of KPMG Peat Marwick LLP is
recommended by the Board of Directors.
OTHER MATTERS
Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)")
requires the Company's officers and directors and beneficial owners of more than
ten percent of the Company's Common Stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC"). The
Company believes that all filings required to be made during 1994 were made on a
timely basis, except for one report filed by Mr. Rose with respect to the sale
of 3,450 shares that was filed subsequent to the applicable due date.
Additionally, with respect to transactions prior to 1994 reported in
filings made after May 1, 1991 (effective as of that date, the SEC adopted
revised rules regarding reporting under Section 16(a)) Messrs. Finley, Pruitt,
Branca and Roth each filed an initial report of ownership after the applicable
due date. Mr. Finley also filed a report after the applicable due date with
respect to a purchase of Company shares and amended a report to correctly report
the date of purchase transaction. Mr. Pruitt filed three reports after the
applicable due dates with respect to four purchase transactions. Mr. Roth filed
a report after the applicable due date in lieu of two reports, each regarding a
purchase transaction. Mr. Langone filed a report after the applicable due date
to indicate a change in his form of beneficial ownership upon dissolution of a
partnership and the resulting increase in his deemed ownership of shares. Mr.
Quakenbush filed a report after the applicable due date with respect to a
purchase transaction and two amended reports to correct the omission of a
reference in each report to his indirect ownership of certain shares. Messrs.
Pruitt and Kipp each filed a report after the applicable due date with respect
to the grant of stock options by the Company. Mr. Rose amended a report to
correctly report the price relating to a sale transaction and his aggregate
ownership.
The Company recognizes the importance of compliance with Section 16(a) and
the related rules and is instituting procedures to assist its officers and
directors in complying with the applicable requirements.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1996 Annual Meeting of
Shareholders must be received by the Company on or before December 24, 1995 in
order to be included in the proxy statement relating to the Meeting.
SOLICITATION OF PROXIES
The expense of solicitation of proxies for the meeting will be paid by the
Company. In addition to the mailing of the proxy material, such solicitation
may be made in person or by telephone or telecopy by directors, officers or
regular employees of the Company.
By Order of the Board of Directors
Charles P. Sacher
Secretary
April 24, 1995
