<PAGE>1
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 Section 240.14a-11(c) or Section 240.14a-12
ELCOTEL, INC.
- ------------------------------------------------
(Name of Registrant as specified in its charter)
ELCOTEL, INC.
- ------------------------------------------------
(Name of person(s) filing proxy statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 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: ________________________________
(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: _____________________________
(4) Proposed maximum aggregate value of transaction: _________________________
(A) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check the 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.
<PAGE>2
(1) Amount Previously Paid: _____________________________
(2)Form, Schedule or Registration Statement No.: _________________________
(3)Filing Party: _____________________________
(4)Date Filed: _____________________________
<PAGE>3
ELCOTEL, INC.
6428 Parkland Drive, Sarasota, Florida 34243
NOTICE AND PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD 9:00 A.M., OCTOBER 10, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Elcotel, Inc.
(the "Company") will be held on Tuesday, October 10, 1995, at 9:00 a.m., local
time, at the Hyatt Sarasota, 1000 Boulevard of the Arts, Sarasota, Florida, for
consideration of and action by the holders of the Company's Common Stock upon
the following matters:
1. The election of a Board of seven directors, with each director to
serve until the next annual meeting of Shareholders or until the
election and qualification of his respective successor;
2. The ratification of the appointment of Deloitte & Touche LLP as the
Company's independent public accountants for the fiscal year ending
March 31, 1996; and
3. The transaction of such other business as may properly come before
the Annual Meeting and any adjournment thereof, and matters incident
to the conduct of the Annual Meeting.
The Board of Directors has fixed the close of business on August 22, 1995, as
the record date for the determination of holders of Common Stock of the Company
entitled to notice of, and to vote at, the Annual Meeting. The Company's
Annual Report to Shareholders for the year ended March 31, 1995, accompanies
this Notice and Proxy Statement.
SHAREHOLDERS (WHETHER THEY OWN ONE OR MANY SHARES AND WHETHER THEY EXPECT TO
ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO VOTE, SIGN, DATE AND
RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
August 30, 1995 Ronald M. Tobin, Secretary
<PAGE>4
ELCOTEL, INC.
6428 Parkland Drive, Sarasota, Florida 34243
PROXY STATEMENT
This Proxy Statement is furnished and is being mailed with the accompanying
proxy on approximately August 30, 1995, to each Shareholder of record of
Elcotel, Inc. (the "Company") in connection with the solicitation of proxies
by the Board of Directors of the Company, to be voted at the Annual Meeting of
Shareholders of the Company (the "Meeting") to be held on Tuesday,
October 10, 1995, at 9:00 a.m., local time, at the Hyatt Sarasota,
1000 Boulevard of the Arts, Sarasota, Florida, and at any adjournment thereof,
for the purposes stated below.
Any person giving a proxy has the power to revoke it at any time before its
exercise by a later dated proxy, a written revocation sent to the Secretary
of the Company or attendance at the Meeting and voting in person. In the
absence of contrary instructions, properly executed proxies, received and
unrevoked, will be voted by the persons named in the proxy: (i) for the
election of the directors proposed by the Board of Directors; (ii) for the
ratification of Deloitte & Touche LLP as the Company's independent public
accountants for the fiscal year ending March 31, 1996; and (iii) in their
discretion, on such other business as may properly come before the Meeting
and matters incident to the conduct of the Meeting.
VOTING SECURITIES OF THE COMPANY
Only Shareholders of record at the close of business on August 22, 1995, are
entitled to notice of, and to vote at, the Meeting. On that date, the
outstanding voting securities of the Company consisted of 7,780,290 shares of
Common Stock. Each share of Common Stock is entitled to one vote on all
matters presented to the Meeting with no right to vote cumulatively.
The Company's By-laws provide that the presence, in person or by proxy, of a
majority of the issued and outstanding shares of the Company entitled to vote
at the Meeting will constitute a quorum. Provided that the quorum requirements
are met, the nominees for election as directors of the Company at the Meeting
who receive the greatest number of votes cast will be elected as directors.
Abstentions and broker non-votes are counted for purposes of determining
whether a quorum is present for the transaction of business at the Meeting.
Abstentions are counted as negative votes in tabulations of the votes cast on
proposals presented to Shareholders, whereas broker non-votes have no effect
on the outcome of voting.
<PAGE>5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, at August 22, 1995, the number and percentage of
shares of Common Stock which, according to information supplied to the Company,
are beneficially owned by: (i) each person who is the beneficial owner of more
than 5% of the Common Stock; (ii) each of the directors, and named executive
officers of the Company individually; and (iii) all current directors and
executive officers of the Company as a group. Under rules adopted by the
Securities and Exchange Commission, a person is deemed to be a beneficial
owner of Common Stock with respect to which he has or shares voting power
(which includes the power to vote or to direct the voting of the security),
or investment power (which includes the power to dispose of, or to direct the
disposition of, the security). A person is also deemed to be the beneficial
owner of shares with respect to which he could obtain voting or investment
power within 60 days of August 22, 1995, such as upon the exercise of options
or warrants.
Number of
Name and Address Shares (1) Percentage
---------------- --------- --- ----------
C. Shelton James. . . . . . . . 1,561,223 (2) 19.8%
6428 Parkland Drive
Sarasota, Florida 34243
Fundamental Management Corporation 1,417,723 18.2%
4000 Hollywood Boulevard
Suite 610N
Hollywood, Florida 33021
Alvaro Quiros . . . . . . . . . 574,077 (3) 7.4%
6428 Parkland Drive
Sarasota, Florida 34243
Thomas R. Wiltse. . . . . . . . 394,000 (4) 5.0%
6428 Parkland Drive
Sarasota, Florida 34243
Tracey L. Gray. . . . . . . . . 148,000 (5) 1.9%
6428 Parkland Drive
Sarasota, Florida 34243
T. Raymond Suplee . . . . . . . 31,300 (6) 0.4%
6428 Parkland Drive
Sarasota, Florida 34243
Thomas E. Patton. . . . . . . . 7,000 (7) 0.1%
6428 Parkland Drive
Sarasota, Florida 34243
<PAGE>6
Dwight Jasmann. . . . . . . . . 7,890 (8) 0.1%
6428 Parkland Drive
Sarasota, Florida 34243
Charles H. Moore. . . . . . . . 8,100 (9) 0.1%
6428 Parkland Drive
Sarasota, Florida 34243
Ronald M. Tobin . . . . . . . . 67,150 (10) 0.9%
6428 Parkland Drive
Sarasota, Florida 34243
Hugh H. Durden. . . . . . . . . 22,500 (11) 0.3%
6428 Parkland Drive
Sarasota, Florida 34243
All directors and executive officers as
a group (13 persons) . . . . 2,889,573 (12) 35.2%
_______________________________________
(1) Unless otherwise indicated, each shareholder has sole voting and
investment power with respect to all listed shares.
(2) Includes 1,417,723 shares held by Fundamental Management Corporation, as
to which shares Mr. James disclaims beneficial ownership, and 100,000
shares which may be issued upon exercise of stock options within
60 days.
(3) Includes 2,500 shares which may be issued upon the exercise of stock
options within 60 days.
(4) Includes 34,000 shares which may be issued upon the exercise of stock
options within 60 days.
(5) Includes 105,000 shares which may be issued upon exercise of stock
options within 60 days.
(6) Includes 29,000 shares which may be issued upon the exercise of stock
options within 60 days.
(7) Includes 500 shares held jointly with Mr. Patton's wife. Includes 6,000
shares which may be issued upon the exercise of stock options within 60
days.
(8) Includes 5,000 shares which may be issued upon the exercise of stock
options within 60 days.
<PAGE>7
(9) Includes 75 shares held by Mr. Moore's wife and 25 shares held by Mr.
Moore's daughter. Includes 7,000 shares which may be issued upon the
exercise of stock options within 60 days.
(10) Includes 150 shares held by Mr. Tobin's son. Includes 52,000 shares
which may be issued upon the exercise of stock options within 60 days.
(11) Includes 22,500 shares which may be issued upon the exercise of stock
options within 60 days.
(12) Includes a total of 1,417,723 shares held by Fundamental Management
Corporation and shares held by family members as to which shares the
respective officers and directors disclaim beneficial ownership. Also
includes 417,333 shares which may be issued upon exercise of stock
options within 60 days.
<PAGE>8
ELECTION OF DIRECTORS
In accordance with the Company's By-laws, a Board of seven directors will serve
until the next Meeting or until successors to the directors have been elected
and have qualified. All directors are elected annually. It is the intention
of the persons named in the proxy, unless otherwise directed, to vote all
proxies in favor of the election to the Board of Directors for the nominees
listed below. The Board has no reason to believe that any of the nominees
will be unable or unwilling to be a candidate for election at the time of the
Meeting. If any nominee is unable or unwilling to serve, the persons named
in the proxy will use their best judgment in selecting and voting for a
substitute candidate.
The Board of Directors has unanimously recommended a slate of nominees for
election as directors at the Meeting. The names of the nominees for
directors of the Company, their ages and certain other information is set forth
as follows:
Name Age Position
- ---------------- ---- ----------------------
C. Shelton James 55 Chief Executive Officer and
Chairman of the Board
Tracey L. Gray 63 President, Chief Operating
Officer and Director
Dwight Jasmann 59 Director
Charles H. Moore 66 Director
Thomas E. Patton 54 Director
T. Raymond Suplee 48 Director
Thomas R. Wiltse 71 Director
_____________________________
Mr. James has served as Chief Executive Officer of the Company since May 1991
and has been a director of the Company since December 1990. Mr. James is
currently an investor in and business advisor to a number of companies.
While he has devoted a substantial amount of time to the Company since May 1991,
he has also served as Executive Vice President of Fundamental Management
Corporation, an investment management company, since April 1990, and was
appointed President of that company in April 1993. He is a member of the
boards of Harris Computer Systems, NAI Technologies, Fundamental Management
Corporation, CSPI and SK Technologies, Inc. From 1980 to 1989, Mr. James had
been Executive Vice President of Gould, Inc., a diversified electronics
company, and President of Gould's Computer Systems Division.
<PAGE>9
Mr. Gray has served as President and Chief Operating Officer of the Company
since July 1991 and has been a director of the Company since August 1991.
From June 1986 until joining the Company, Mr. Gray had been a Vice President of
the Government Systems Division, Network Systems Division and Federal Systems
Division, respectively, of Sprint.
Mr. Jasmann has been a director of the Company since December 1993. Mr. Jasmann
has been Vice President of Human Resources for AirTouch Communications in San
Francisco, a domestic and international operator of wireless services, since
January 1995. From August 1992 to December 1994, Mr. Jasmann acted as an
international telecommunications advisor for various U.S. and foreign
telecommunications operators including Comsat Corporation and Fax International,
Inc. From February 1959 to May 1992, he held various positions with AT&T, most
recently as President and Managing Director of AT&T Communications Pacific
based in Hong Kong. He previously served on the boards of the Pacific
Telecommunications Council in Hawaii, the Information Communication
Institute of Singapore and Philcom, a Philippines telephone company.
Mr. Moore has been a director of the Company since December 1993. Mr. Moore
has been Director of Athletics for Cornell University since November 1994.
From November 1992 to October 1994 Mr. Moore was Vice Chairman of Advisory
Capital Partners, Inc., an investment advisory firm. From July 1988 to
October 1992, Mr. Moore served as President and Chief Executive Officer of
Ransburg Corporation, a producer of industrial coating systems and equipment,
and from August 1991 to October 1992 as Executive Vice President of Illinois
Tool Works, Inc., a multinational manufacturer of highly engineered components
and systems. Mr. Moore is currently a director of The Turner Corporation and
is Chairman of the Audit Committee of the United States Olympic Committee.
Mr. Patton has been a director of the Company since July 1989. Mr. Patton has
been a partner in the Washington, D.C. law firm of Tighe, Patton, Tabackman &
Babbin, engaged in civil and criminal business litigation, securities law
enforcement matters, corporate finance and corporate compliance, since
August 1994. From 1979 until July 1994, Mr. Patton was a partner in the
Washington, D.C. law office of Schnader, Harrison, Segal & Lewis, engaged in
civil and criminal securities litigation and general business litigation.
Mr. Patton also serves on the board of directors of Infomation Exchange, Inc.,
a financial services marketing database company.
Mr. Suplee has been a director of the Company since September 1986. Since 1982,
Mr. Suplee has been the Senior Partner and President of Suplee & Shea, P.A., a
certified public accounting firm located in Sarasota, Florida. Mr. Suplee is
currently a director of First of America Bank (Florida) and serves on its audit
committee, and is also a director of Plymouth Harbor adult retirement facility.
Mr. Wiltse has been a director of the Company since July 1990. Since 1985 Mr.
Wiltse has been active as a private investor. For more than thirty years, until
his retirement in 1985, Mr. Wiltse served in a variety of managerial and
executive capacities with General Motors Corporation's worldwide foundry
operations.
<PAGE>10
Executive Officers
- ------------------
In addition to those directors listed above who are executive officers of the
Company in the positions indicated, the following persons are also executive
officers of the Company:
Name Age Position
- ---------------- ---- ----------------------
Alvaro R. Quiros 63 Executive Vice President,
International Marketing
Ronald M. Tobin 52 Vice President, Finance
Chief Financial Officer,
Secretary and Treasurer
Hugh H. Durden 47 Vice President, Sales
Frederick O. Hawkes 49 Vice President, Engineering
and Development
Kenneth W. Noack 58 Vice President, Operations
John H. Wolaver 49 Vice President, Strategic
Marketing and
Business Development
_________________________________
Mr. Quiros was a founder of the Company and has served as an executive officer
since its inception and as a director from its inception until December 1993.
He has served as Executive Vice President of the Company, responsible for
international marketing, since June 1991 and had served as President of the
Company from its inception in April 1985 until June 1991.
Mr. Tobin has served as Vice President, Chief Financial Officer, Secretary and
Treasurer of the Company since July 1992. Prior to joining the Company he held
various financial positions with SmithKline Beecham Corporation in Philadelphia
since September 1970, and most recently had been Corporate Controller of
SmithKline Beecham Clinical Laboratories in King of Prussia, PA since
February 1982.
Mr. Durden rejoined the Company in June 1991 as Vice President of Sales after
having previously served as district sales manager for the Company from
March 1987 until August 1989. From August 1989 until rejoining the Company,
Mr. Durden founded and served as Chief Executive Officer and President of two
privately-held telecommunications companies. From November 1984 until
February 1987, Mr. Durden was President of Communications Central, Inc., a
privately-held operator of payphones.
<PAGE>11
Mr. Hawkes rejoined the Company in October 1993 as Vice President of
Engineering and Development, having previously served in the same capacity
from August 1991 to April 1992. From April 1992 until October 1993, Mr.
Hawkes was a consultant to Harris Corporation and from September 1989 until
May 1991, he was a director of a product division of Harris.
Mr. Noack has served as Vice President of Operations since January 1993,
having joined the Company in July 1992 as Director of Operations. Prior to
joining the Company he was with AT&T Paradyne Corporation in Largo, Florida
since 1973, and most recently was Vice President and Director of Operations
Planning and Materials.
Mr. Wolaver joined the Company in June 1995 as Vice President of Strategic
Marketing and Business Development. Prior to joining the Company he was with
Sprint in Kansas City since June 1990, having served as Director, Partnership
Marketing, Assistant Vice President, Strategic Business Planning & Research,
and Director, Strategic Marketing. From June 1983 until June 1990, he held
several positions with MCI in Washington, DC, including Director, Corporate
Development and Director, Corporate Marketing.
__________________
<PAGE>12
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held five meetings during the fiscal year ended
March 31, 1995. Each of the then-serving directors attended or participated in
at least 75% of the aggregate of all meetings of the Board and all committees
of which he was a member during the fiscal year ended March 31, 1995.
The Company has a Compensation and Stock Option Committee, presently composed of
Messrs. Moore, Suplee and Wiltse. The Compensation and Stock Option Committee
is authorized to administer and grant options pursuant to the Company's 1991
Stock Option Plan. The Compensation and Stock Option Committee held three
meetings during the fiscal year ended March 31, 1995, which were attended by
all of the then-serving committee members.
The Company has an Audit Committee composed of Messrs. Moore, Patton, Suplee
and Wiltse, which recommends the independent public accountants for
appointment by the Board of Directors and reviews reports submitted by the
accountants. The Audit Committee held two meetings during the fiscal year
ended March 31, 1995, which were attended by all of the then-serving Audit
Committee members.
The Company has a Nominating Committee composed of Messrs. Moore, Patton,
Suplee and Wiltse which recommends a slate of directors for election at the
annual meeting of shareholders. The Nominating Committee held no meetings
during the fiscal year ended March 31, 1995.
The Company has a Management Committee composed of Messrs. James, Gray,
Jasmann and Wiltse which works with management to facilitate the
establishment and review of the strategic direction of the Company. The
Management Committee held two meetings during the fiscal year ended
March 31, 1995, which were attended by all of the then-serving Management
Committee members.
The Company's By-laws provide that Shareholders may make nominations for
election to the Company's Board of Directors if such nominations are in
writing and delivered to the Secretary of the Company not less than 135 days
before the day and month of the previous year's annual meeting. Thus,
nominations for election to the Board of Directors at the 1996 Annual Meeting
must be delivered to the Secretary by May 28, 1996. The shareholder making
the nomination must provide information about the persons nominated that is
required to be disclosed in a proxy statement for solicitation of proxies
with respect to nominees for election as directors pursuant to the regulations
under the Securities Exchange Act of 1934. Only those persons nominated by
the Board of Directors and by Shareholders as described above shall be voted
upon at the Meeting.
<PAGE>13
EXECUTIVE COMPENSATION
The following table sets forth certain information covering the compensation
paid or accrued by the Company during the fiscal years indicated to its Chief
Executive Officer and to each of its most highly compensated executive officers
whose annual salary and bonus exceeded $100,000 during the fiscal year ended
March 31, 1995 ("named executive officers"):
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
------------------------ -----------
(a) (b) (c) (d) (e) (g) (i)
Number of
Secur- All
Fiscal Other ities Other
Year Annual Under- Compen-
Name and Ended Salary Bonus Compensation lying sation
Principal Position March 31, ($) ($) ($) Options(3) ($)
- -------------------- --------- ------- ------- --------- --------- ----------
C. Shelton James 1995 $73,004 $35,450 40,000 $1,555 (4)
Chairman of the Board and 1994 73,613 40,450 20,000 1,151 (4)
Chief Executive Officer 1993 64,924 22,000 0
Tracey L. Gray 1995 127,461 60,450 40,000 2,738 (4)
President and 1994 125,599 71,450 20,000 2,245 (4)
Chief Operating Officer 1993 109,833 44,000 0
Hugh H. Durden 1995 201,859 8,100 10,000 3,369 (4)
Vice President 1994 189,661 7,538 10,000 2,144 (4)
1993 123,422 1,650 0
Alvaro R. Quiros 1995 102,295 450 10,000 2,404 (4)
Executive Vice President 1994 84,298 450 0 1,740 (4)
1993 99,410 12,000 0
Ronald M. Tobin (1) 1995 85,318 14,805 12,000 1,651 (4)
Vice President, 1994 78,466 18,916 8,000 1,383 (4)
Chief Financial Officer 1993 55,961 8,970 $23,447 (2) 45,000
Secretary and Treasurer
______________________
(1) Mr. Tobin assumed his capacity in July 1992.
(2) Includes $19,422 for reimbursement of relocation expenses to Mr. Tobin
during the fiscal year ended March 31, 1993.
(3) Represents options granted under the Company's 1991 Stock Option Plan.
No options were granted during the fiscal year ended March 31, 1993,
except for Mr. Tobin who received options upon joining the Company.
Mr. Quiros was not granted options during the fiscal year ended
March 31, 1994.
(4) Includes taxable portion of Company paid Group Term Life Insurance and the
Company's matching contribution to the 401(k) savings plan. Group Term
Life Insurance for Messrs. James, Gray, Durden, Quiros and Tobin,
respectively, for Fiscal 1995 is $450, $702, $174, $702 and $288 and for
Fiscal 1994 is $288, $702, $174, $702 and $288. 401(k) Savings plan
matching contributions for Messrs. James, Gray, Durden, Quiros and Tobin,
respectively, for Fiscal 1995 are $1,105, $2,036, $3,195, $1,702 and
$1,363 and for Fiscal 1994 are $863, $1,543, $1,970, $1,038 and $1,095.
<PAGE>14
Stock Option Grants
- --------------------
The following table sets forth the number of securities underlying options, the
exercise price and the expiration date for stock options granted to the Chief
Executive Officer and the named executive officers who received options during
the fiscal year ended March 31, 1995.
Option Grants in Last Fiscal Year
---------------------------------
Individual Grants
____________________________________________________________
(a) (b) (c) (d) (e)
% of
Total
Options
Granted to Exercise
Options Employees or Base
Granted in Fiscal Price Expiration
Name (#) (1) Year ($/Sh) Date
_______________________________________________________________
C. Shelton James 40,000 20.0% $3.50 8/08/99
Tracey L. Gray 40,000 20.0% $3.50 8/08/99
Hugh H. Durden 10,000 5.0% $3.50 8/08/99
Alvaro R. Quiros 10,000 5.0% $3.50 8/08/99
Ronald M. Tobin 12,000 6.0% $3.50 8/08/99
(1) Options become exercisable one fourth each year, cumulatively, beginning on
August 8, 1995, and expire on August 8, 1999.
<PAGE>15
Stock Option Exercises and Holdings
- -----------------------------------
The following table sets forth the number of exercisable and unexercisable
options as of March 31, 1995 and the value of such options for the Chief
Executive Officer and the named executive officers.
AGGREGATED OPTION EXERCISE IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTIONS VALUE TABLE
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- -------------------------------------------------------------------------------
C. Shelton James 20,000 $ 58,125 85,000/55,000 $245,638/$ 49,412
Tracey L. Gray - - 105,000/55,000 $304,388/$ 49,412
Hugh H. Durden 15,000 $ 42,560 32,500/17,500 $100,944/$ 20,331
Alvaro R. Quiros - - 0/10,000 0/$ 4,375
Ronald M. Tobin - - 32,000/33,000 $ 99,880/$ 65,828
Directors' Compensation
- -----------------------
Directors who are not employees of the Company receive an annual retainer fee of
$5,000 per year plus $1,500 for each Board meeting attended, and $500 for each
committee meeting attended. Directors are also reimbursed for expenses in
attending Board and Board committee meetings.
During the fiscal year ended March 31, 1995, options were granted to the
Company's non-employee directors (Messrs. Jasmann, Moore, Patton, Suplee and
Wiltse), pursuant to the Company's Directors' Stock Option Plan, in the
amount of 1,000 shares, 3,000 shares, 2,000 shares, 4,000 shares and 6,000
shares, respectively, at $3.9375 per share. These options are fully
exercisable on March 31, 1996 and expire on March 31, 2000.
<PAGE>16
RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the Company's present independent public
accountants, Deloitte & Touche LLP, for the fiscal year ending March 31, 1996.
This appointment will be submitted to the Shareholders for ratification at the
Meeting.
The submission of the appointment of Deloitte & Touche LLP for ratification by
the Shareholders is not required by law or by the By-laws of the Company. The
Board of Directors is nevertheless submitting it to the Shareholders to
ascertain their views. If the Shareholders do not ratify the appointment, the
selection of other independent public accountants will be considered by the
Board of Directors.
Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting to respond to appropriate questions and will have the opportunity to
make a statement if they so desire.
OTHER MATTERS
No other matters requiring a vote of the shareholders are expected to come
before the Meeting. However, if other matters should properly come before the
Meeting, it is the intention of the persons named in the enclosed proxy to vote
in accordance with their best judgement on such matters.
EXPENSES OF SOLICITATION
The solicitation of proxies being on behalf of the Board of Directors, all
expenses in connection therewith will be paid by the Company. Request will be
made of brokerage houses and other custodians, nominees and fiduciaries to
forward the solicitation material at the expense of the Company to the
beneficial owners of stock held of record by such persons.
SHAREHOLDER PROPOSALS
Proposals by Shareholders intended to be presented at the next annual meeting of
Shareholders of the Company must be received by the Company at its executive
offices at 6428 Parkland Drive, Sarasota, Florida 34243, on or before
May 2, 1996, to be included in the Company's proxy statement and form of proxy
for the 1996 annual meeting.
<PAGE>17
THE COMPANY WILL PROVIDE TO EACH PERSON SOLICITED, WITHOUT CHARGE EXCEPT FOR
EXHIBITS, UPON REQUEST IN WRITING, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB,
INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
MARCH 31, 1995. REQUESTS SHOULD BE DIRECTED TO MR. RONALD M. TOBIN,
SECRETARY, ELCOTEL, INC. 6428 PARKLAND DRIVE, SARASOTA, FLORIDA 34243.
By Order of the Board of Directors
Ronald M. Tobin, Secretary
<PAGE>18
(Front Side of Proxy Card)
ELCOTEL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Tracey L. Gray, C. Shelton James, Dwight
Jasmann, Charles H. Moore, Thomas E. Patton, T. Raymond Suplee and Thomas R.
Wiltse, or any of them with full power of substitution, proxies to vote at the
Annual Meeting of Stockholders of Elcotel, Inc. (the "Company") to be held on
Tuesday, October 10, 1995 at 9:00 A.M., local time and at any adjournment or
adjournments thereof, hereby revoking any proxies heretofore given, to vote
all shares of common stock of the Company held or owned by the undersigned as
directed on the reverse, and in their discretion upon such other matters as
may come before the meeting.
(To Be Continued And Signed On The Reverse Side)
<PAGE>19
(Backside of Proxy Card)
[X] Please mark your
votes as in this
example
Nominees:
1. Election of [ ] [ ] Tracey L. Gray
FOR WITHHELD C. Shelton James
Dwight Jasmann
Charles H. Moore
Thomas E. Patton
T. Raymond Suplee
Thomas R. Wiltse
For except vote withheld from the following nominee(s):
___________________________________________________
2. Ratification of the appointment of Deloitte & Touche LLP as the Company's
independent accountants for the fiscal year ending March 31, 1996.
[ ] [ ] [ ]
FOR AGAINST ABSTAIN
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES FOR DIRECTORS AND FOR PROPOSAL 2. THIS PROXY WILL ASLO BE VOTED
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
SIGNATURE_____________________________________ DATE_______________
SIGNATURE_____________________________________ DATE_______________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
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