SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 14a6(e)(2)
|X| Definitive Proxy Statement
| | Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
JOULE 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| 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:
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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: _________________________________________________
2) Form, Schedule or Registration No.:______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
<PAGE>
JOULE INC.
1245 U.S. Route 1 South
Edison, New Jersey 08837
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Notice of Annual Meeting of Stockholders
To be held February 2, 2000
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The Annual Meeting of Stockholders of Joule Inc. will be held on Wednesday,
February 2, 2000 at 10:30 a.m., at The Pines Manor, Route 27, Edison, New
Jersey, for the following purposes:
1. To elect six directors; and
2. To transact such other business as may properly come before the
meeting.
All stockholders are cordially invited to attend the meeting. Only holders
of record of Common Stock at the close of business on December 27, 1999 are
entitled to notice of and to vote at the meeting. If you attend the meeting, you
may vote in person if you wish, even though you previously have returned your
proxy.
A copy of the Company's 1999 Annual Report is enclosed.
STOCKHOLDERS ARE URGED TO COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING ENVELOPE.
January 5, 2000 By Order of the Board of Directors
Bernard G. Clarkin
Secretary
<PAGE>
JOULE INC.
1245 U.S. Route 1 South
Edison, New Jersey 08837
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Joule Inc. of proxies to be used at the Annual Meeting
of Stockholders of the Company to be held on February 2, 2000, and at all
adjournments thereof. The solicitation will begin on or about January 5, 2000.
All shares represented by a properly executed proxy will be voted unless it
is revoked and, if a choice is specified with respect to any matter to be acted
upon, will be voted in accordance with such specification. If no choice is
specified, the proxies will be voted for the election of six directors, unless
authority to do so is withheld with respect to one or more of the nominees.
Directors will be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote thereon.
Votes that are withheld and broker non-votes will be excluded entirely from the
calculation and will have no effect on the outcome of the election of directors.
In addition, the proxy will be voted in the discretion of the proxyholders with
respect to such other business as may properly come before the meeting. A
stockholder may revoke a proxy at any time prior to the voting thereof.
There were outstanding as of the close of business on December 27, 1999,
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting, 3,674,000 shares of Common Stock of the Company. Each
share of Common Stock is entitled to one vote on each matter brought before the
meeting.
BENEFICIAL OWNERSHIP OF MORE THAN 5%
OF THE OUTSTANDING COMMON STOCK
The following table sets forth information regarding the beneficial
ownership of Common Stock by each person known to management of the Company to
own beneficially 5% or more of the issued and outstanding Common Stock as of
December 27, 1999:
Beneficial Ownership (a)
-------------------------------
Number of
Name (b) Shares Percent
- --------------------- --------- -------
Emanuel N. Logothetis 1,177,722 (c) 32.1%
Helen Logothetis 1,177,722 (d) 32.1
Nick M. Logothetis 506,722 13.8
Steven Logothetis 462,622 12.6
Julie Logothetis 496,348 13.5
- ----------
(a) As used in this Proxy Statement, "beneficial ownership" means the sole or
shared power to direct the voting and/or disposition of shares of Common
Stock.
(b) Emanuel N. Logothetis is the husband of Helen Logothetis. They are the
parents of Nick M. Logothetis, Steven Logothetis and Julie Logothetis. The
address of the members of the Logothetis family is 1245 U.S. Route 1 South,
Edison, New Jersey 08837.
(c) Consists of 807,100 shares of Common Stock as to which Mr. Logothetis has
sole voting and disposition power and the 370,622 shares referred to in (d)
below that are beneficially owned solely by Helen Logothetis, as to which
shares he disclaims beneficial ownership.
(d) Consists of 370,622 shares of Common Stock as to which Mrs. Logothetis has
sole voting and disposition power and the 807,100 shares referred to in (c)
above that are beneficially owned solely by Emanuel N. Logothetis, as to
which shares she disclaims beneficial ownership.
--1--
<PAGE>
BENEFICIAL OWNERSHIP OF MANAGEMENT
The following table sets forth certain information, as of December 27,
1999, with respect to the ownership of shares of Common Stock by (i) the current
directors of the Company and nominees for election as directors, (ii) the Named
Executives referred to under "Compensation of Executive Officers--Certain
Transactions," and (iii) all directors and executive officers of the Company as
a group:
Number of Shares of
Common Stock and Percent of
Name Class Beneficially Owned (a)
- -------------------------------- ----------------------------
Richard Barnitt --
Bernard G. Clarkin 3,000
Paul DeBacco 5,000
Stephen Demanovich 7,500
Robert W. Howard 6,000
Emanuel N. Logothetis 1,177,722 (32.1%)
Nick M. Logothetis 506,722 (13.8%)
Steven Logothetis 462,622 (12.6%)
Anthony Trotter 20,000
Andrew G. Spohn --
John G. Wellman, Jr. 21,050 (b)
Directors and Executive
Officers as a group (11 persons) 2,210,691 (59.4%)
- ----------
(a) Except for the 370,622 shares of Common Stock owned by his wife and
attributed to Emanuel N. Logothetis, as more fully set forth under
"Beneficial Ownership Of More Than 5% Of The Outstanding Common Stock,"
such person has sole voting and disposition power with respect to the
shares shown in this column. Includes 2,500 shares for Mr. Clarkin, 7,500
shares for Mr. Demanovich, 20,000 shares for Mr. Trotter, 20,000 shares for
Mr. Wellman and 50,000 shares for all directors and executive officers as a
group that may be acquired within 60 days after December 27, 1999 upon
exercise of options. Unless otherwise indicated, beneficial ownership of
any named individual does not exceed 1% of the outstanding shares.
(b) Mr. Wellman holds 1,050 shares as trustee of a trust for his children.
ELECTION OF DIRECTORS--DIRECTOR COMPENSATION
Six directors are to be elected to serve until the next Annual Meeting of
Stockholders and until their successors shall have been duly elected and
qualified. All of the nominees listed below except Andrew G. Spohn are currently
members of the Board of Directors. The nominees for directors have consented to
serve if elected, and the Company has no reason to believe that any of the
nominees will be unable to serve. Should any nominee become unavailable for any
reason, proxies will be voted for the alternate candidate, if any, chosen by the
Board of Directors.
--2--
<PAGE>
The following information respecting the nominees has been furnished by
them.
<TABLE>
<CAPTION>
Principal Occupation Director
Name Age or Employment Since
- --------------------- --- -------------------------------------------- --------
<S> <C> <C> <C>
Richard Barnitt 61 Financial Consultant (a) 1996
Robert W. Howard 57 Chairman, Reisen Lumber Industries, Inc. (b) 1988
Emanuel N. Logothetis 69 Chairman of the Board and Chief Executive 1965
Officer of the Company (c)
Nick M. Logothetis 47 President, Chartwell Consulting Group 1980
Steven Logothetis 45 Attorney (d) 1981
Andrew G. Spohn 55 Business Consultant (e) --
</TABLE>
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(a) Mr. Barnitt has served as a financial consultant to various companies,
including the Company (since 1989), since his retirement in 1988 from Kidde
Inc., where he had been employed since 1963, most recently as Senior Vice
President and Chief Financial Officer.
(b) Mr. Howard served as Executive Vice President of Reisen Lumber and Millwork
Company from 1981 to April 1986 when he was made President of Reisen Lumber
Industries. He was named Chairman of the Board of Reisen in 1995.
(c) Emanuel N. Logothetis founded the Company in 1965 and was President and
Chief Executive Officer until August 10, 1987, when he was elected Chairman
of the Board. He was reelected President on August 3, 1988 and served in
such capacity until February 3, 1999.
(d) Steven Logothetis is an attorney and investor. He was president of Pentacle
Corporation ("Pentacle") until November 1993. Pentacle is owned by members
of the Logothetis family and is engaged in certain real estate operations.
(e) Mr. Spohn is a business consultant focusing on strategic planning and human
resources. Previously he was Chief Executive Officer of Singer Asset
Finance Company, L.L.C., a wholly owned subsidiary of Enhance Financial
Services Group, from 1997 to 1999. He was Managing Partner of New Jersey
Title Insurance Company from 1993 to 1997.
The Board of Directors held four meetings during the 1999 fiscal year.
Directors who are not employees of the Company receive directors' fees of $500
for each day that they attend meetings of the Board or a committee thereof and
are reimbursed for their out-of-pocket expenses incurred in connection with
their activities as directors. Also, such directors receive a monthly retainer
of $400. During fiscal 1999, Richard Barnitt received fees of $12,000 for his
services as a financial consultant to the Company. Mr. Barnitt is continuing to
provide consulting services to the Company in fiscal 2000.
The Board of Directors has designated from among its members an Audit
Committee which reviews with the Company's independent accountants the scope of
the annual audit and the result of such audit as well as the Company's financial
and accounting practices and controls. The Audit Committee, which consisted of
Robert W. Howard and Richard Barnitt, met with the Company's independent
accountants two times during fiscal 1999. Paul DeBacco, who is not seeking
reelection, and Nick M. Logothetis served on the Compensation Committee that
reviews executive compensation on an annual basis. The Compensation Committee
met two times during fiscal 1999. The Board of Directors has not designated a
nominating committee or other committee performing a similar function.
--3--
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS--CERTAIN TRANSACTIONS
Executive Compensation
Set forth below is certain summary information with respect to the
compensation of the Company's Chief Executive Officer and each other executive
officer whose salary and bonus for the fiscal year ended September 30, 1999
exceeded $100,000 (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Shares of
Common Stock All Other
Annual Compensation Underlying Compensation
Name and ----------------------- ------------ ------------
Principal Position Year Salary ($) Bonus ($) Options (#) ($) (1)
------------------ ---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Emanuel N. Logothetis 1999 $191,826 $ 54,800 -- $ --
Chairman of the Board 1998 129,160 121,300 -- --
and Chief Executive Officer 1997 129,160 100,000 -- --
John G. Wellman, Jr. 1999 204,230 -- -- 2,500
President and Chief 1998 102,309 -- 100,000 15,327
Operating Officer (2)
Bernard G. Clarkin 1999 100,000 12,500 -- 1,707
Vice President and 1998 100,000 20,000 5,000 1,875
Chief Financial Officer (3) 1997 80,000 20,000 -- 1,169
Stephen Demanovich 1999 100,000 41,217 -- 1,207
Vice President 1998 100,000 25,740 5,000 1,886
1997 75,000 28,150 -- 1,543
Anthony W. Trotter 1999 125,000 32,038 -- --
Vice President (4) 1998 125,000 35,000 -- --
</TABLE>
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(1) Represents the Company's matching of voluntary contributions by such person
under its 401-k Plan. In addition, in the case of Mr. Wellman, the 1998
amount includes $13,758 that the Company paid to him to cover moving and
other expenses related to his acceptance of employment with the Company and
relocation to New Jersey.
(2) Mr. Wellman joined the Company as Executive Vice President and Chief
Operating Officer in March 1998 and was elected President on February 3,
1999.
(3) In the event Mr. Clarkin's employment is actually or constructively
terminated following an acquisition, merger or change in control of the
Company, he would be entitled to receive two years' compensation and his
unvested options would automatically vest.
(4) Mr. Trotter was elected a Vice President in February 1998.
--4--
<PAGE>
Stock Options
No stock options were issued in fiscal 1999 to the Named Executives.
The following table sets forth information with respect to unexercised
options held by the Named Executives at September 30, 1999.
FISCAL YEAR END OPTIONS VALUES
Number of Shares of
Common Stock Value of Unexercised
Underlying In-the-Money
Unexercised Options at Options at
September 30, 1999 (#) September 30, 1999 ($) (1)
---------------------- --------------------------
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- ---------------------- --------------------------
Bernard G. Clarkin 2,500/2,500 $0/0
Stephen Demanovich 7,500/2,500 0/0
Anthony W. Trotter 20,000/80,000 0/0
John G. Wellman, Jr. 20,000/80,000 0/0
- ----------
(1) Calculated by determining the difference between the exercise price and the
closing price of the Company's Common Stock on the American Stock Exchange
for September 30, 1999.
Report of the Compensation Committee
The Compensation Committee administers the compensation program for the
executive group. Included in this group are the Chairman/Chief Executive
Officer, President/Chief Operating Officer, other corporate officers and
selected key managers. The committee is composed of directors who are not
employees of the Company.
The annual base salary paid to the Chairman/Chief Executive Officer, in
fiscal 1999, was $200,000. The increase in annual base salary was brought about
by rolling into the annual base salary the bonus payments that had been part of
the 1998 compensation package. The Chairman/Chief Executive Officer is not
eligible to receive options under the terms of the Company's Stock Option Plan.
In determining whether changes in the compensation level of the Chairman/Chief
Executive Officer would be appropriate, the Compensation Committee considers the
overall performance of the Company for the prior year.
Salary levels for the other members of the senior management group have
been established and are based on external salary information. The information
gathered is evaluated by the Compensation Committee in light of the current
responsibilities of the individuals involved and serves as the basis for the
establishment of salary ranges and also in recommending salary changes. The
basis for determining payment of a bonus to an individual is based on a
subjective evaluation of the individual's performance as well as overall
corporate performance. Any compensation change made to members of the senior
management group will have the approval of the Committee and the Chairman/Chief
Executive Officer
Compensation Committee
Paul DeBacco
Nick M. Logothetis
Compensation Committee Interlocks and Insider Participation
Nick M. Logothetis, a member of the Compensation Committee, served as
President of the Company from August 1987 to August 1988. Prior thereto, he was
Executive Vice President of the Company from March 1980.
--5--
<PAGE>
Performance Graph
Set forth below is a graph comparing the total returns (assuming
reinvestment of dividends) of the Company, the American Stock Exchange Market
Index and a Peer Group Index comprised of companies engaged in the help supply
services business. The graph assumes $100 invested on October 1, 1994 in the
Company and each of the indices.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG JOULE INC.,
AMEX MARKET INDEX AND SICCODE INDEX
[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATTER]
ASSUMES $100 INVESTED ON OCT. 1, 1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPT. 30, 1999
Fiscal Year Ending
- --------------------------------------------------------------------------------
Company/Index/Market 9/30/94 9/29/95 9/30/96 9/30/97 9/30/98 9/30/99
- --------------------------------------------------------------------------------
Joule Inc. 100.00 236.67 286.67 280.00 160.00 106.67
Peer Group Index 100.00 116.02 150.18 190.06 140.26 152.16
AMEX Market Index 100.00 120.49 125.40 152.50 133.20 155.13
- --------------------------------------------------------------------------------
--6--
<PAGE>
Certain Transactions
During the fiscal year ended September 30, 1999, the Company leased three
properties used in its operations from Emanuel N. Logothetis. Emanuel N.
Logothetis is Chairman of the Board and Chief Executive Officer of the Company.
In the opinion of management, the terms of such leases, which provided for an
aggregate annual rent of $50,000, plus applicable real estate taxes, for fiscal
1999 and are continuing at the same rate in fiscal 2000, were when made and are
fair to the Company and not less favorable than would have been and are
available from unaffiliated parties.
In August 1997, the Company entered into a three-year lease with the
purchaser of property formerly owned by Pentacle. The annual rental for such
property is $133,000. A portion of such property, which had previously been
leased by the Company from Pentacle for $12,000 per year, continues to be used
by the Company. The Company has subleased the remainder of the property to Kahle
Engineering Corp., a manufacturing company that is wholly owned by the
Logothetis family, for approximately $120,000 per year.
The Company provided temporary office services to Symphony Suites, a
company owned by Nick M. Logothetis. Billing rates are comparable to those used
for other customers; amounts charged during fiscal 1999 were $352,000 and
$35,000 was outstanding at September 30, 1999. The highest amount outstanding
during fiscal 1999 was $56,000.
The Company's Board of Directors has approved the transactions outlined
above. Any substantial change in the terms of any such transactions and any
additional transactions with affiliates of the Company will be submitted to the
Board for approval.
--7--
<PAGE>
MISCELLANEOUS
Relationship with Independent Accountants
The Board of Directors has appointed Arthur Andersen LLP, independent
public accountants, to audit the accounts of the Company and its subsidiaries
for the fiscal year ending September 30, 2000. Arthur Andersen LLP has acted in
this capacity since 1994. Arthur Andersen LLP has advised the Company that
neither the firm nor any of its members or associates has any direct financial
interest or any material indirect financial interest in the Company or any of
its affiliates other than as accountants. A representative of Arthur Andersen
LLP is expected to be at the meeting.
Other Action
The management has at this time no knowledge of any matters to be brought
before the Annual Meeting other than those referred to above. If any additional
matters should properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote said proxy in accordance with their
judgment on such matters.
Stockholder Proposals
Any proposal that a stockholder desires to present to the 2001 Annual
Meeting must be received by the Company at the above address on or prior to
September 7, 2000 in order for such proposal to be considered for inclusion in
the proxy statement and form of proxy for such meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the Common
Stock, to file reports of ownership of the Common Stock with the Securities and
Exchange Commission and to provide copies to the Company. Based upon a review of
the copies of the forms furnished to the Company and upon written
representations from certain reporting persons that no forms were required, the
Company believes that all Section 16(a) filing requirements were complied with
during fiscal 1999 other than the late filing by Mr. Wellman of Forms 4 to
report four transactions relating to the acquisition of an aggregate of 1,200
shares of Common Stock and the disposition of 350 shares of Common Stock by a
trust for the benefit of his children of which he is the trustee.
Expenses of Solicitation
The cost of this solicitation will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited by officers, directors and
regular employees of the Company personally or by telephone or other means of
communication. The Company will, upon request, reimburse brokers and other
nominees for their reasonable expenses in forwarding proxy material to the
beneficial owners of the stock held of record for such persons and seeking
instructions with respect thereto.
By Order of the Board of Directors
Bernard G. Clarkin
Secretary
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10-K REPORT
Upon written request, the Company will provide, without charge, a
copy of its Annual Report on Form 10-K, including the financial
statements and the financial statement schedules thereto, but without
exhibits, as filed with the Securities and Exchange Commission, for
the fiscal year ended September 30, 1999. Copies of the exhibits will
be furnished at the Company's cost for the reproduction, postage and
handling thereof. Letters requesting the Form 10-K should be addressed
to the Secretary, Joule Inc., 1245 U.S. Route 1 South, Edison, New
Jersey 08837.
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--8--
<PAGE>
JOULE INC.
1245 U.S. Route 1 South
Edison, New Jersey 08837
<PAGE>
JOULE INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 2, 2000
This Proxy is Solicited on Behalf of the Board of Directors
|_| I plan to attend the meeting.
<TABLE>
<S> <C> <C>
1. Election |_| FOR all nominees |_| WITHHOLD AUTHORITY
of Directors. (except as indicated to the contrary) to vote for all nominees.
Nominees: Richard Barnitt, Robert W. Howard, Emanuel N. Logothetis,
Nick M. Logothetis, Steven Logothetis and Andrew G. Spohn.
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
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</TABLE>
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR
ALL NOMINEES" IN ITEM 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued on reverse side)
<PAGE>
JOULE INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 2, 2000
The undersigned hereby appoints Emanuel N. Logothetis and Bernard G.
Clarkin, and each of them, Proxies, with full power of substitution in each, to
represent and to vote, as designated, all shares of Common Stock of Joule Inc.
that the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on February 2, 2000, and at all adjournments thereof, upon and in
respect of the matters set forth on the reverse side hereof.
Dated:____________________________, 2000
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
Please sign exactly as name appears to
the left. When shares are held jointly,
each stockholder named should sign. When
signing as attorney, executor,
administrator, trustee or guardian, you
should so indicate. If a corporation,
please sign in full corporate name by
duly authorized officer. If a
partnership, please sign in partnership
name by authorized person.
