<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (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-11(c) or Rule 14a-12
BALLISTIC RECOVERY SYSTEMS, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- -------------------------------------------------------------------------------
(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> 2
BALLISTIC RECOVERY SYSTEMS, INC.
300 Airport Road
South St. Paul, Minnesota 55075
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO OUR SHAREHOLDERS:
Please take notice that the Annual Meeting of the Shareholders of Ballistic
Recovery Systems, Inc., a Minnesota corporation (the "Company"), will be held
at Fleming Field, 300 Airport Road, South St. Paul, Minnesota 55075, on Friday,
March 20, 1998 at 3:00 p.m. Central Time, to consider and vote upon the
following matters:
1. Election of directors of the Company.
2. Such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Directors of the Company has fixed the close of business on
January 26, 1998, as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT PERSONALLY AT THE ANNUAL MEETING
ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY, WHICH IS
SOLICITED BY THE BOARD OF DIRECTORS, IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE.
The Board of Directors of the Company sincerely hopes, however, that all
shareholders who can attend the Annual Meeting will do so.
It is important that your shares be represented and voted at the Annual
Meeting. You should, therefore, return your Proxy at your earliest convenience.
BY ORDER OF THE BOARD OF DIRECTORS
Daniel Johnson
Secretary
Dated: January 26, 1998
<PAGE> 3
BALLISTIC RECOVERY SYSTEMS, INC.
300 Airport Road
South St. Paul, Minnesota 55075
(612) 457-7491
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of Ballistic
Recovery Systems, Inc. (the "Company") in connection with the Annual Meeting of
the Shareholders of the Company, which will be held on March 20, 1998, and any
adjournments thereof. Proxies may be revoked at any time prior to their being
voted by giving written notice of revocation to an officer of the Company or by
delivery to an officer of the Company of a later dated Proxy. Unless so
revoked, all properly executed Proxies will be voted.
Proxies may be solicited by officers or other employees of the Company, who
will receive no special compensation for their services. The Company may
reimburse brokers, banks and other nominees holding shares for others for the
costs of forwarding proxy materials to, and obtaining proxies from, their
principals. This Proxy Statement, together with the Company's Summary Annual
Report for the year ended September 30, 1997, is first being mailed to
shareholders on or about February 10, 1998.
VOTING RIGHTS
Only shareholders of record at the close of business on January 26, 1998 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
As of that date, there were issued and outstanding 4,468,772 shares of Common
Stock of the Company, the only class of securities of the Company entitled to
vote at the meeting. Each shareholder of record is entitled to one vote for
each share registered in his or her name as of the record date. Holders of
Common Stock are not entitled to cumulate their votes for the election of
directors. The presence in person or by proxy of holders of a majority of
shares of the Common Stock entitled to vote at the Annual Meeting will
constitute a quorum for the transaction of business. Abstentions will be
treated as shares that are present and entitled to vote for purposes of
determining a quorum, but unvoted for purposes of determining the approval of
any matter submitted to a vote at the Annual Meeting. If a broker indicates on
the proxy card that it does not have discretionary authority to vote certain
shares on a particular matter, those shares will not be considered as voted for
determining the approval of such matter. If no instructions are indicated,
such proxies will be voted for all of the nominees to the Board of Directors.
The affirmative vote of the holders of the greater of (a) a majority of the
outstanding shares of Common Stock of the Company present and entitled to vote
on the election of directors or (b) a majority of the voting power of the
minimum number of shares entitled to vote that would constitute a quorum for
transaction of business at the meeting, is required for election of the Board
of each of the nominees named below. A shareholder who abstains with respect
to the election of directors is considered to be present and entitled to vote
on the election of directors at the meeting, and is in effect casting a
negative vote, but a shareholder (including a broker) who does not give
authority to a Proxy to vote, or withholds authority to vote, on the election
of directors, shall not be considered present and entitled to vote on the
election of directors.
COMMON STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information as of January 26, 1998
(based on the Company's stock records and information provided by the
individuals named), with respect to the stock ownership of all persons known by
the Company to be beneficial owners of more than five percent of its
outstanding Common Stock, all directors and nominees to become directors, and
all executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Number of Percent
of Beneficial Owner Title Shares Owned (1) of Class
------------------- ----- ---------------- --------
<S> <C> <C> <C>
Darrel D. Brandt Director 2,291,000 (2) 34.9%
8603 West First St.
Cedar Falls, IA 50613
Boris Popov Director 657,000 (3) 10.0%
4099 Penfield Court S.
Afton, MN 55001
Thomas H. Adams, Jr. Director 137,698 (4) 2.1%
Robert L. Nelson Director 58,000 (5) 0.9%
</TABLE>
1
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
Mark B. Thomas Chief Executive Officer, 101,656 (6) 1.6%
and Chief Financial Officer
All executive officers 3,467,642 (7) 52.8%
and directors as a
group (6 persons)
- ----------------------------------------------------------------
</TABLE>
(1) Unless otherwise indicated, all persons have sole voting power and
sole investment power with respect to the shares indicated. Includes
shares that may be acquired by exercise of options currently
exercisable (including options becoming exercisable within 60 days of
January 26, 1998.)
(2) Includes 1,050,000 shares issuable upon exercise of currently
exercisable options.
(3) Includes 70,000 shares issuable upon exercise of currently exercisable
options.
(4) Includes 105,000 shares issuable upon exercise of currently
exercisable options.
(5) Includes 40,400 shares issuable upon exercise of currently exercisable
options.
(6) Includes 101,656 shares issuable upon exercise of currently
exercisable options.
(7) Includes 1,574,056 shares issuable upon exercise of currently
exercisable options.
ELECTION OF DIRECTORS
(Proposal No. 1)
Four directors will be elected at the 1998 Annual Meeting, each to serve until
the next Annual Meeting of Shareholders and until a successor is elected and
qualified or until his earlier resignation or removal. The Board of Directors
has nominated the four persons named below.
The enclosed Proxy will be voted for the four nominees named below. Such
nominees have indicated a willingness to serve as directors for the one year
term. In the event that any nominee becomes unavailable for any reason (which
is not currently anticipated), the persons named in the enclosed Proxy have
advised that they will vote for the election of such substitute nominees as the
Board of Directors may propose.
The names and ages of the nominees, their principal occupations, and other
information is set forth below, based upon information furnished to the Company
by the nominees.
<TABLE>
<CAPTION>
Name Age Director Since
---- --- --------------
<S> <C> <C>
Boris Popov 51 1980
Thomas H. Adams, Jr. 61 1986
Darrel D. Brandt 56 1991
Robert L. Nelson 54 1993
</TABLE>
Boris Popov is founder of the Company and is currently employed by the Company
as a salesperson responsible for international sales lead generation and
shareholder relations. Mr. Popov is also president of Northern Sun, Inc., a
privately owned St. Paul, Minnesota based company that is engaged in aircraft
equipment sales. In addition, Mr. Popov is a part owner and officer in
Northern Sun Outdoor Group, Inc., a privately owned St. Paul, Minnesota based
company that sells and licenses outdoor products.
Thomas H. Adams, Jr. retired during 1996 from his position as a Northwest
Airlines 747 captain. Mr. Adams held that position for more than five years.
Darrel D. Brandt began serving as the acting principal executive and financial
officer in December 1991. Mr. Brandt continued to serve as the Company's
principal executive officer until November 22, 1995 when he resigned that
position. Mr. Brandt is a part owner and officer in Northern Sun Outdoor
Group, Inc., a privately owned St. Paul, Minnesota based company that sells and
licenses outdoor products.
Robert L. Nelson was appointed a director in March 1993. He is the president
and chief operations officer of Wipaire, Inc. of South St. Paul for the past
five years.
The Board of Directors met three times during fiscal 1997. All directors
attended all of the meetings of the Board of Directors.
Director Compensation
- ---------------------
During fiscal 1997 the members of the Board received director's fees of $250
for the first meeting and $500 for each
2
<PAGE> 5
subsequent meeting attended. An aggregate of $5,000 in such fees was paid for
directors' services in fiscal 1997 either in the form of cash, stock or stock
option exercises.
Audit Committee
- ---------------
The Company established an audit committee during fiscal year 1996 with Robert
L. Nelson and Boris Popov as members. Mr. Nelson serves as the chairman of the
committee. The committee met twice during the fiscal year in conjunction with
other board meetings. No separate compensation was granted. The purpose of
the committee is to meet with outside auditors prior to the beginning of field
work to discuss audit objectives. Following the conclusion of field work, the
audit committee is responsible to meet with the outside auditors to review
audit findings and to review the management letter from the auditors.
Directors' Stock Option Plan
- ----------------------------
Pursuant to a plan adopted in 1990, each non employee director is granted an
option on the next business day following the annual shareholders' meeting to
purchase 10,000 shares of Common Stock. The exercise price is equal to the
fair market value of the Common Stock on the date of grant. The options vest
in quarterly increments of 25%, beginning three months following the date of
grant, provided the director is still serving on such date. The final
increment becomes exercisable on the earlier of twelve months following the
grant or the date of the annual meeting next following the date of grant.
Effective March 19, 1997, the three non employee directors then serving were
granted options to purchase in the aggregate, 30,000 shares of Common Stock, at
an exercise price of $0.56 per share. 9,600 shares from the 1993 option grant
were exercised by Robert L. Nelson during fiscal 1997. No other options were
exercised during fiscal year 1997.
Following the option grant on March 19, 1997, there were no options available
for future grants under the 1990 plan.
Effective March 19, 1997, the one employee director then serving was granted a
discretionary option to purchase 10,000 shares of Common Stock, at an exercise
price of $0.56 per share. The vesting of the options followed the option
guidelines for the Director's Stock Option Plan above. No options were
exercised during fiscal 1997.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
- --------------------------
The following table sets forth the cash and non cash compensation earned or
awarded to the chief executive officer of the Company for each of the last
three fiscal years.
<TABLE>
<CAPTION>
Annual Compensation
Name and Fiscal -------------------
Principal Position (s) Year Salary Bonus
- ---------------------- ---- ------ -----
<S> <C> <C> <C>
Mark B. Thomas (1) 1997 $73,582 $4,467
Chief Executive Officer and 1996 $55,000 $8,000
Chief Financial Officer
- ----------------------------------------------------------------
</TABLE>
(1) Mr. Thomas was appointed Chief Executive Officer on November 22, 1995.
Prior to the appointment, he was the Company's Chief Operations Officer and
Chief Financial Officer.
FISCAL YEAR-END OPTION VALUES TABLE
- -----------------------------------
The following table sets forth the fiscal year end option values for the
executive officer named in the Summary Compensation Table. No options were
exercised by such executive officer during fiscal year 1997.
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options at FY-End In-the-Money Options at FY-End
Name and
Principal Position (s) Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------- ------------------------- -------------------------
<S> <C> <C>
Mark B. Thomas 81,656 / 40,000 $40,828 / $20,000
Chief Executive Officer and
Chief Financial Officer
</TABLE>
3
<PAGE> 6
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's Common Stock has been registered under Section 12(g) of the
Securities Exchange Act of 1934 (the "1934 Act") and, consequently, its
directors, executive officers, and persons holding more than 10% of outstanding
Common Stock are subject to the requirement to file reports concerning their
initial ownership of Common Stock and any subsequent changes in tat ownership.
Mr. Mark Thomas, the Company's Chief Executive Officer, filed a Form 5 with the
SEC on January 26, 1998 which was due on November 15, 1997. Mr. Daniel
Johnson, the Company's Corporate Secretary and Vice President, filed a Form 5
with the SEC on January 26, 1998 which was due on November 15, 1997. Mr.
Darrel Brandt and Mr. Boris Popov, Directors of the Company and individual
holders of more than 10% of the outstanding Common Stock, filed Form 5's with
the SEC on January 26, 1998 which were due on November 15, 1997. Mr. Thomas
Adams and Mr. Robert Nelson, Directors of the Company, filed Form 5's with the
SEC on January 26, 1998 which were due on November 15, 1997. Other than as
specifically disclosed herein, the Company believes that the filing
requirements have been satisfied by all directors, executive officers and
beneficial owners of more than 10% of the Common Stock.
INDEPENDENT ACCOUNTANTS
Callahan, Johnston & Associates, LLC are the independent public accountants for
the Company, and are expected to be retained for fiscal 1998. A representative
of Callahan, Johnston & Associates, LLC is expected to attend this year's
Annual Meeting of Shareholders and have an opportunity to make a statement
and/or respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
The rules of the Securities and Exchange Commission permit shareholders of the
Company, after timely notice to the Company, to present proposals for
shareholder action in the company's proxy statement where such proposals are
consistent with applicable law, pertain to matters appropriate for shareholder
action, and are not properly omitted by company action in accordance with
federal proxy rules. The 1999 Annual Meeting of Shareholders for the Company
is expected to be held on or about March 19, 1999 and the proxy materials in
connection with that meeting are expected to be mailed on or about January 31,
1999. Shareholder proposals prepared in accordance with the proxy rules must
be received by the Company on or before October 15, 1998.
OTHER MATTERS
The Board of Directors knows of no matters other than the foregoing to be
brought before the meeting. However, the enclosed Proxy gives discretionary
authority in the event that any additional matters should be presented.
AVAILABILITY OF FORM 10-KSB
The Company is including with this Proxy Statement its Summary Annual Report
for the year ended September 30, 1997, which includes financial information
relating to the Company. You can receive a copy of the Company's annual report
to the SEC on Form 10-KSB at no charge by writing to Ballistic Recovery
Systems, Inc., Shareholder Relations, 300 Airport Road, South St. Paul,
Minnesota 55075. SEC filings for the Company are also available at the
Securities and Exchange Commission's EDGAR service through the Internet at
www.sec.gov/edgarhp.htm. The Company's call letters are BRSI.
BY ORDER OF THE BOARD OF DIRECTORS
Daniel Johnson
Secretary
Dated: January 26, 1998
4
<PAGE> 7
BALLISTIC RECOVERY SYSTEMS, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS - MARCH 20, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Darrel D. Brandt and Thomas H. Adams, Jr., or
either of them, proxies or proxy, with full power of substitution to vote all
shares of Common Stock of Ballistic Recovery Systems, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
to be held on Friday, March 20, 1998, at 3:00 p.m. Central Time, at Fleming
Field, 300 Airport Road, South St. Paul, Minnesota 55075, and at any
adjournment thereof, as directed below with respect to the proposals set forth
below, all as more fully described in the Proxy Statement, and upon any other
matter that may properly come before the meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS:
_____FOR all nominees, ______WITHHOLD AUTHORITY
listed below: to vote for all nominees
Thomas H. Adams, Jr.
Darrel D. Brandt
Robert L. Nelson
Boris Popov
(except as marked to the contrary below)
INSTRUCTION: To withhold authority for any individual nominee, write that
nominee's name in the space provided: __________________________________
2. Upon such other matters as may properly come before the meeting.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and acknowledges receipt of the Notice and Proxy Statement
relating to the Annual Meeting of Shareholders.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. When properly
executed, this proxy will be voted on the proposals set forth herein as
directed by the shareholder, but if no direction is made in the space provided,
this proxy will be voted FOR the election of all nominees for director.
It is important that each shareholder complete, date, sign, and mail this Proxy
as soon as possible. Your vote is important!
Dated and Signed ________________, 1998.
___________________________ ___________________________
Signature of Shareholder(s) Signature of Shareholder(s)
IMPORTANT: Please date and sign exactly as your name or names appear hereon.
When signing as attorney, executor, trustee, guardian, or authorized officer of
a corporation or partner of a partnership, please give your title as such.
PLEASE DO NOT FORGET TO DATE THIS PROXY.
