FARMSTEAD
May 5, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Farmstead Telephone Group, Inc. on Thursday, June 12, 1997, at 10:00 a.m. EST,
at the Company's offices at 22 Prestige Park Circle, East Hartford,
Connecticut. Your Board of Directors and management look forward to greeting
those stockholders who are able to attend.
The Notice of Annual Meeting of Stockholders and Proxy Statement
containing information pertaining to the business to be transacted at the
Meeting appear on the following pages.
Whether or not you plan to attend, it is important that your shares be
represented and voted at the Meeting. Please sign, date, and mail the enclosed
proxy at your earliest convenience.
On behalf of the Board of Directors and management, I would like to thank
you for your interest and participation in the affairs of the Company.
Sincerely,
/s/ GEORGE J. TAYLOR, JR.
George J. Taylor, Jr.
Chairman and CEO
FARMSTEAD TELEPHONE GROUP, INC.
22 Prestige Park Circle
East Hartford, CT 06108
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders of
Farmstead Telephone Group, Inc. (the "Meeting") will be held at 10:00 a.m. on
Thursday, June 12, 1997 at the Company's offices at 22 Prestige Park Circle,
East Hartford, CT 06108 for the following purposes:
1. To elect a board of five directors to serve until the next meeting
or until their successors are duly elected and qualified;
2. To ratify the selection, by the Board of Directors, of independent
auditors for the year ending December 31, 1997; and
3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 28, 1997
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting.
Stockholders are cordially invited to attend the Meeting. It is important
that your shares be represented and voted at the Meeting. Because many of our
stockholders cannot personally attend the Meeting, it is necessary that a large
number be represented by proxy. Therefore, if you do not expect to attend the
Meeting, but wish your stock to be voted for the business to be transacted
thereat, please fill in, sign and date the enclosed proxy and return it by
mailing it in the accompanying postage-paid envelope.
By Order of the Board of Directors,
Robert G. LaVigne
Vice President and Secretary
May 5, 1997
IF YOU CANNOT BE PRESENT, PLEASE SIGN THE ENCLOSED PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
FARMSTEAD TELEPHONE GROUP, INC.
22 Prestige Park Circle
East Hartford, CT 06108
--------------------
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Farmstead Telephone Group, Inc. (the "Company"), of
proxies to be voted at the Annual Meeting of Stockholders of the Company (the
"Meeting") to be held on Thursday, June 12, 1997 at 10:00 a.m. at the Company's
offices at 22 Prestige Park Circle, East Hartford, CT 06108, for the purposes
set forth in the attached Notice of Annual Meeting of Stockholders.
The holders of record of the Company's common stock, par value $.001 per
share, as of the close of business on April 28, 1997 (the "Record Date"), are
entitled to vote on all matters brought before the Meeting. As of February 28,
1997, there were 3,262,329 common shares outstanding. Unless otherwise stated,
all share and option amounts presented herein have been adjusted for the
effects of a 1-for-10 reverse stock split implemented in August 1996.
Each stockholder is entitled to one vote for each share of common stock
held by him or her at the close of business on the Record Date. When proxies in
the enclosed form are returned properly executed, the shares represented
thereby will be voted at the Meeting and, where instructions have been given by
the stockholder, will be voted in accordance therewith. If the stockholder does
not otherwise specify, the stockholder's shares will be voted FOR each of the
nominees for director and FOR the proposal to ratify the appointment of the
independent auditors, all as set forth in this Proxy Statement. As to any other
business which may come before the Meeting, the proxy holders will vote in
accordance with their best judgment. A stockholder executing the accompanying
proxy has the power to revoke it at any time prior to the exercise thereof by
appearing at the Meeting and voting in person or by filing with the Secretary
of the Company, (i) a duly executed proxy bearing a later date, or (ii) a
written instrument revoking the proxy.
This Proxy Statement and the accompanying Proxy Card are first being
mailed to stockholders on or about May 5, 1997. A copy of the Company's Annual
Report for the year ended December 31, 1996, is being mailed to all
stockholders with this Proxy Statement.
The solicitation of proxies in the accompanying form is made by, and on
behalf of, the Board of Directors, and no compensation will be paid therefore.
There will be no solicitation by officers and employees of the Company. The
Company will make arrangements with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of proxy material to the beneficial
owners of shares held of record by such persons, and such persons will be
reimbursed for reasonable expenses incurred by them in connection therewith.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock, $.001 par value, as of February 28,
1997 by (i) each person known by the Company to own beneficially more than five
percent of the Company's outstanding shares of common stock, (ii) all directors
of the Company, (iii) each Named Executive Officer (as defined below. See
"Compensation of Officers and Directors") and (iv) all directors, and executive
officers of the Company as a group. In addition to being a beneficial owner of
more than five percent of the Company's outstanding shares of common stock, Mr.
George J. Taylor, Jr. is a director of the Company.
<TABLE>
<CAPTION>
Percent of
Number of Shares Outstanding
Name and Address of Beneficial Owner (1) Beneficially Owned (2) Common Stock
- -------------------------------------------- ---------------------- ------------
<S> <C> <C>
Five Percent Stockholders:
George J. Taylor, Jr..................... 439,499 (3) 12.7%
Martin H. Meyerson and
M.H. Meyerson & Co., Inc.
80 Montgomery Street
Jersey City, New Jersey.................. 125,029 (4) 3.8%
Other Directors:
Robert G. LaVigne........................ 72,250 (5) 2.2%
Harold L. Hansen......................... 11,250 (6) *
Hugh M. Taylor........................... 16,106 (7) *
Joseph J. Kelley......................... 3,000 (6) *
Other Named Executive Officers:
Alexander E. Capo........................ 8,737 (8) *
Neil R. Sullivan ........................ 12,750 (6) *
Directors and Executive Officers as a Group
(9 persons) ............................... 678,646 (9) 18.5%
<FN>
- --------------------
<F*> Less than 1%.
<F1> The address of each of the Company's directors is c/o the Company, 22
Prestige Park Circle, East Hartford, CT 06108.
<F2> Except as otherwise indicated, the Company believes each person named in
the table has sole voting and investment power with respect to all shares
beneficially owned by him. Information with respect to beneficial
ownership is based upon information furnished by such stockholder.
<F3> Includes 205,391 shares issuable upon exercise of currently exercisable
stock options and 306 shares issuable upon exercise of currently
exercisable warrants. Also includes 18,020 shares held by his children.
<F4> Reported on Form 13G as of December 31, 1996. Mr. Meyerson owns 30,500
shares directly. Additionally, Mr. Meyerson, as a controlling person of
M.H. Meyerson & Co., Inc. ("MHMC"), a broker-dealer which makes a market
in the securities of the Company, may be deemed to exercise sole voting
and dispositive power with respect to the shares held by MHMC. As of
December 31, 1996, MHMC held 94,529 share equivalents consisting of
30,055 shares of common stock, 13,502 warrants to purchase 13,502 shares
of common stock, plus 25,486 underwriters options to purchase 25,486
units, each unit consisting of one share of common stock plus one warrant
to purchase common stock. The foregoing does not include 77,180 shares of
common stock plus 4,600 warrants to purchase 4,600 shares of common stock
owned by other persons associated with MHMC and family members of such
associated persons.
<F5> Includes 62,250 shares issuable upon exercise of currently exercisable
stock options and 3,000 shares issuable upon exercise of currently
exercisable warrants.
<F6> Consists of shares issuable upon exercise of currently exercisable stock
options.
<F7> Includes 13,219 shares issuable upon exercise of currently exercisable
stock options and 1,500 shares held by his children.
<F8> Includes 8,140 shares issuable upon exercise of currently exercisable
stock options, and 307 shares issuable upon exercise of currently
exercisable warrants.
<F9> Includes 370,250 shares issuable upon exercise of currently exercisable
stock options and 27,149 shares issuable upon exercise of currently
exercisable warrants.
</FN>
</TABLE>
ITEM 1 - ELECTION OF DIRECTORS
Five directors are to be elected at the Meeting to hold office until the
next Meeting or until their successors have been duly elected and qualified.
The election of directors requires the affirmative vote of at least the
majority of shares of common stock present or represented at a meeting at which
a quorum (one-third of the outstanding shares of common stock) is present or
represented. Abstentions will be considered "no votes", and broker non-votes
will not be counted at all. It is the intention of the persons named in the
accompanying proxy form to vote FOR the election of the five persons named in
the table below as directors of the Company, unless authority to do so is
withheld. In the event that any of the below listed nominees for director
should become unavailable for election for any presently unforeseen reason, the
persons named in the accompanying proxy form have the right to use their
discretion to vote for a substitute.
The following table sets forth the name and age of each nominee for
director and each executive officer other than such nominees, the year first
elected a director or, in the case of the other executive officers, the year
first appointed an executive officer, and the positions held by them with the
Company.
<TABLE>
<CAPTION>
Year First
Name Age Elected Position(s) Held
- -------------------------------- --- ---------- ---------------------------------------------
<S> <C> <C> <C>
Nominees:
- ---------
George J. Taylor, Jr. (2)....... 54 1984 Chairman of the Board, President, Chief
Executive Officer and Director
Robert G. LaVigne............... 46 1988 Vice President - Finance & Administration,
Chief Financial Officer, Secretary, Treasurer
and Director
Harold L. Hansen (1) (2)........ 67 1992 Director
Hugh M. Taylor (1) (2).......... 53 1993 Director
Joseph J. Kelley (1) (2)........ 57 1995 Director
Other Executive Officers:
- -------------------------
Alexander E. Capo............... 46 1987 Vice President - Marketing & Sales
Joseph A. Novak, Jr............. 54 1993 Vice President - Operations; General
Manager - FAMS
Neil R. Sullivan................ 46 1994 Vice President & General Manager -
Telecom Division; Assistant Secretary
John G. Antonich............... 56 1996 Vice President & General Manager -
Cobotyx Division
<FN>
- --------------------
<F1> Member of the Audit Committee.
<F2> Member of the Compensation Committee.
</FN>
</TABLE>
George J. Taylor, Jr. has been Chairman of the Board of Directors and
Chief Executive Officer of the Company (including its predecessors) since 1984,
and President since 1989. He was a director of FIC Acquisition Corporation
(formerly Farmstead International Corporation) from 1988 until 1992, and was
also the President of Lease Solutions, Inc. (formerly Farmstead Leasing, Inc.),
a business products and automobile leasing company, from 1981 until it was
dissolved in 1993. From 1977 to 1981, Mr. Taylor was Vice President - Marketing
and Sales for National Telephone Company. He was one of the founders of the
National Association of Telecommunication Dealers, has been a member of, or
advisor to, its Board of Directors since its inception in 1986, and for two
years served as its President and Chairman. Mr. Taylor is the brother of Mr.
Hugh M. Taylor. Mr. Taylor is also a Director of the Company's affiliate,
Beijing Antai Communication Equipment Company, Ltd. ("ATC").
Robert G. LaVigne was employed by the Company in March 1988 and has
served in the capacities indicated above since July 1988. In addition, from
January 1994 until October 1994 he served as General Manager of the domestic
telephone equipment business unit. From 1985 to 1988 he was the Controller of
Economy Electric Supply, Inc., a distributor of electrical supplies and
fixtures. From 1982 to 1985 he was the Corporate Controller of Hi-G, Inc., a
manufacturer of electronic and electromechanical components. Mr. LaVigne is a
Certified Public Accountant, and was associated with the accounting firm of
Arthur Young and Company from 1977 to 1982. Mr. LaVigne is also a Director of
ATC.
Harold L. Hansen, a director of the Company since 1992, has been an
independent management consultant since January 1997. Prior thereto he was the
President of Hansen Associates, a management and financial consulting firm
founded by him in 1983. From November 1994 to April 1995 he was the President
of H2O Environmental, Inc., an environmental and geotechnical services company.
During 1993 and 1994 he was the President of Hansen Associates. Prior to 1983
Mr. Hansen served in various corporate executive capacities including Executive
Vice President and Chief Operating Officer of Gestetner Corporation, Vice
President and General Manager of the Office Products Division of Royal Business
Machines and Vice President and General Manager of the Business Products Group
of Saxon Industries.
Hugh M. Taylor has been a director of the Company since July 1993. Since
June 1994 he has served as a Managing Director of Newbury, Piret & Co., an
investment banking firm located in Boston, MA. From 1993 to June 1994 he was
the CEO, President and a director of the Berlin City Bank, Berlin, New
Hampshire. From 1992 to 1993 he was the Executive Vice President of Fleet Bank
of Massachusetts. From 1990 to 1992 he was the Executive Vice President and
Chief Operating Officer of Fleet Bank of Boston. From 1973 to 1990 he was
employed by the New England Merchants Bank, later the Bank of New England,
where he held various executive management positions within the Commercial
Banking Division, and the bank's venture capital subsidiary. Mr. Taylor is the
brother of Mr. George J. Taylor, Jr.
Joseph J. Kelley has been a director of the Company since April 1995. He
has been involved in the telecommunications industry since 1963. He is
currently President of East Haven Associates of Wellesley, in Wellesley,
Massachusetts. The Company provides executive and technical support for
European and Asian based communication companies seeking to expand market share
in the U.S., as well as for U.S. companies seeking to expand internationally.
During 1994, he was Group Vice President of NYNEX, responsible for the State of
Massachusetts operations. From 1985 to 1994 he served in various executive
level positions with NYNEX , or associated companies including Vice President -
Operations of New England Telephone (1991 - 1993), Vice President - New England
Telephone, Network Department (1990 - 1991), Corporate Director of Business
Development, NYNEX Marketing (1988 - 1990) and Vice President of New England
Telephone - Maine (1985 - 1988).
Alexander E. Capo has been involved in the telephone industry since 1972.
He has held the position of Vice President - Marketing and Sales since 1987.
From 1985 to 1987 he was the Director of Sales for The Farmstead Group, Inc.
Prior thereto he was a Sales Manager with the National Telephone Company.
Joseph A. Novak, Jr. was employed by the Company in January 1990. He was
appointed Vice President - Operations in July 1993, General Manager of
Farmstead Asset Management Services, LLC ("FAMS") in February 1996, and since
August 1995 has been in charge of warehouse and technical operations for the
Company's international telephone equipment business. From 1990 to 1993 he was
in charge of warehouse and technical operations for the Company's domestic
telephone equipment business unit. Prior to 1990, he was employed by AT&T for
28 years, serving in various operational and sales management capacities. Mr.
Novak is also Vice General Manager and a Director of ATC.
Neil R. Sullivan was employed by the Company in October 1994 as Corporate
Controller (until August 1996) and as General Manager of the domestic telephone
equipment business unit, and in December 1994 was also appointed Assistant
Secretary of the Company. From 1981 to 1994 he was employed by Zero Corporation
("Zero"), a manufacturer of cabinets, cooling equipment and containers for the
electronics industry. Mr. Sullivan was Controller of various divisions of Zero
from 1981 to 1991, and was Vice President/General Manager of the Zero-East
division from 1991 to 1994.
John G. Antonich was employed by the Company as Director of Sales in July
1993. In February 1996, he was appointed General Manager of the Cobotyx voice
processing products division. From January 1991 to April 1993 he was an Account
Executive with Quodata, a software manufacturer. Prior thereto, he had
extensive sales, technical and managerial experience with Sperry Univac,
Datapoint and Shared Technologies, Inc.
Meetings and Committees of the Board of Directors
In 1996, the Board of Directors held four meetings and all Directors
attended all of the meetings held. In addition, a number of actions were
approved by unanimous written consent resolutions of the directors. The Audit
Committee and Compensation Committee each met once during 1996.
The duties of the Audit Committee are to consult with the independent
auditors and the accounting staff of the Company with respect to the adequacy
of internal controls, and to make a recommendation to the Board regarding the
appointment of independent auditors for the following year. The Compensation
Committee determines the compensation and benefits of the Chief Executive
Officer and to review and approve, or modify if deemed appropriate, the
recommendations of the Chief Executive Officer with respect to the compensation
and benefits of the other executive officers. The Compensation Committee also
administers the issuance of grants pursuant to the Company's stock option
plans.
ITEM 2 - RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors recommends the appointment of Deloitte & Touche
LLP to audit the books and financial records of the Company for the year ending
December 31, 1997. A representative of Deloitte & Touche LLP is expected to be
present at the Meeting, will be available to respond to appropriate questions,
and will be afforded the opportunity to make a statement if he desires to do
so.
The affirmative vote of a majority of the votes cast at the Meeting are
required for ratification of the appointment of Deloitte & Touche LLP.
COMPENSATION OF OFFICERS AND DIRECTORS
The following table sets forth all compensation paid or accrued by the
Company for services rendered during the three years ended December 31, 1996 to
the Chief Executive Officer ("CEO") and to each officer whose total annual
compensation exceeded $100,000 in 1996 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Compensation (2)
----------------
Annual Compensation Awards (2)
-------------------- ----------------
Fiscal Salary All Other
Name and Principal Position Year ($) (1) Bonus ($) Options (#) Compensation ($) (3)
- ------------------------------ ------ ------- --------- ---------------- --------------------
<S> <C> <C> <C> <C> <C>
CEO:
George J. Taylor, Jr.......... 1996 150,000 75,000 300,782 5,135
1995 150,000 30,000 60,000 5,135
1994 114,723 8,595 25,000 3,077
Named Officers:
Alexander E. Capo............. 1996 293,138 -- 6,280 644
1995 182,055 -- -- 3,900
1994 123,481 -- 5,000 --
Robert G. LaVigne............. 1996 84,000 42,000 50,500 --
1995 84,000 16,800 -- --
1994 83,635 16,154 27,500 --
Neil R. Sullivan.............. 1996 75,000 37,500 20,000 --
1995 75,000 22,500 -- --
1994 17,308 -- 1,000 --
<FN>
- --------------------
<F1> Includes base salary and sales commissions if applicable. For Mr.
Sullivan, 1994 was a partial employment year.
<F2> The Company did not grant any restricted stock awards or stock
appreciation rights ("SARS") or make any long-term incentive plan
payments during the fiscal years presented.
<F3> Category includes (i) insurance premiums paid by the Company, and an
amount attributable to the use of a Company automobile for Mr. Taylor,
and (ii) use of a Company automobile for Mr. Capo.
</FN>
</TABLE>
Option/SAR Grants in Last Fiscal Year
The following table sets forth information concerning individual grants
of options to purchase shares of the Company's Common Stock made to each Named
Officer during the year ended December 31, 1996:
<TABLE>
<CAPTION>
Number of % of Total
Securities Options Granted Exercise or
Underlying to Employees in Base Price
Name Options Granted (#) Fiscal Year ($/Sh) (1) Expiration Date
- --------------------------------- ------------------- --------------- ----------- ---------------
<S> <C> <C> <C> <C>
George J. Taylor, Jr............. 300,782 56.0 $ 3.44 10/3/2001
Alexander E. Capo................ 6,280 1.2 3.13 10/3/2006
Robert G. LaVigne................ 50,500 9.4 3.13 10/3/2006
Neil R. Sullivan................. 20,000 3.7 3.13-4.20 1/2-10/3/2006
<FN>
- --------------------
<F1> The exercise price for Mr. Taylor represented 110% of the fair market
value of the common stock on the grant date. The exercise price for the
other Named Officers represented the fair market value of the common
stock on the grant date.
</FN>
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
The following table provides information on the number and value of
unexercised options held at December 31, 1996, by each Named Officer.
<TABLE>
<CAPTION>
No. of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Options at 12/31/96 (#) 12/31/96 ($)
Acquired on Value --------------------------- ---------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George J. Taylor, Jr........ -- -- 55,000 330,782 -- --
Alexander E. Capo........... -- -- 5,000 6,280 -- --
Robert G. LaVigne........... -- -- 33,000 62,500 24,106 --
Neil R. Sullivan............ -- -- 4,000 26,000 -- 3,688
</TABLE>
Long-Term Incentive Plans - Awards in Last Fiscal Year:
None.
Compensation of Directors
Non-employee directors receive $1,000 for each attended board meeting,
$250 for each committee meeting, plus a non-qualified option to purchase 1,000
shares of Common Stock upon annual election to the Board. Directors are
reimbursed for their expenses for each meeting attended.
Employment Contracts and Termination of Employment
and Change-in-Control Arrangements
Mr. George J. Taylor, Jr. has a three year employment agreement, expiring
November 28, 1997, which provides for an annual base salary of $150,000, and
which may be revised upward on an annual basis by the Board of Directors. The
agreement also provides for (i) a bonus of up to 50% of base salary if the
Company attains its annual revenue and earnings objectives set by the Board of
Directors beginning with fiscal year 1995, and (ii) an additional award equal
to 7 1/2 % of earnings in excess of said earnings objective. Mr. Taylor was
also granted an option to purchase 60,000 shares of the Company's Common
Stock, as adjusted. The agreement also provides for severance payments equal
to two years' salary plus incentives in the event the Company terminates this
agreement without cause or Mr. Taylor terminates the agreement with good
reason, and severance payments equal to one year's salary plus incentives in
the event the agreement is not renewed. The agreement also contains provisions
regarding confidentiality and a non-compete covenant which prohibits him from
competing with the Company during his employment and for up to two years
thereafter. Mr. Taylor's compensation agreements were established by the
Compensation Committee and approved by the Board of Directors.
Mr. Capo's compensation arrangements for fiscal 1996 consisted of a base
salary of $30,000, use of a company car, and sales commissions of $263,138. Mr.
Capo's sales commissions were calculated based upon a pre-determined percentage
of the gross profit on sales generated from his direct selling efforts.
Messrs. LaVigne and Sullivan do not have an employment agreement with the
Company. At the discretion of the Compensation Committee, they are eligible to
participate in a bonus pool up to a maximum of 50% of their salary.
Report on Repricing of Options/SARS:
None.
Compliance with Section 16 (a) of the Exchange Act:
To the Company's knowledge, based solely on a review of the copies of
reports furnished to the Company, the following persons failed to file, on a
timely basis, reports required to be filed during the fiscal year ended
December 31, 1996:
Mr. George J. Taylor, Jr. filed late a Form 4 reporting the purchase of
100 Units. The company filed late a Form 5 on behalf of Messrs. H. Taylor,
Hansen and Kelley reporting a grant of options to each in connection with their
June 1996 reelection to the Board of Directors. Mr. Sullivan filed late a Form
4 reporting the purchase by his spouse of 100 shares of stock and 48 Units, to
which he disclaims beneficial ownership. Mr. Antonich filed late a Form 4
reporting the purchase of 5,861 Units.
Certain Business Relationships and Transactions with Management:
None.
ANNUAL REPORT/FORM 10-KSB
The Company's 1996 Annual Report to its stockholders is a reproduction of
its Form 10-KSB filed with the United States Securities and Exchange Commission
("SEC"), excluding the Index to Exhibits and any filed exhibits, and is being
mailed to all stockholders concurrently with this proxy statement. Copies of
the Company's Form 10-KSB (without exhibits) as filed with the SEC may be
obtained by writing to the Corporate Secretary, Farmstead Telephone Group,
Inc., 22 Prestige Park Circle, East Hartford, CT 06108
STOCKHOLDERS' PROPOSALS FOR 1998
ANNUAL MEETING OF STOCKHOLDERS
Proposals which stockholders intend to present for the 1998 Annual
Meeting of Stockholders must be received by the Company by January 8, 1998 to
be eligible for inclusion in the proxy material for that Meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors know of no
other business to be presented at the Meeting. However, if any other matters
properly come before the Meeting, the persons named in the enclosed form of
proxy are expected to vote the proxy in accordance with their best judgment on
such matters.
By Order of the Board of Directors,
Robert G. LaVigne
Vice President and Secretary
East Hartford, Connecticut
May 5, 1997
Form of Proxy
FARMSTEAD TELEPHONE GROUP, INC.
22 Prestige Park Circle, East Hartford, CT 06108 (860) 610-6000
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - June 12, 1997
The undersigned, as a Stockholder of FARMSTEAD TELEPHONE GROUP, INC.
(the "Company"), hereby appoints George J. Taylor, Jr. and Robert G.
LaVigne or any one of them, the true and lawful proxies and attorneys in
fact of the undersigned to attend the Annual Meeting of the Stockholders
of the Company to be held June 12, 1997, at 10:00 a.m. at the Company's
offices at 22 Prestige Park Circle, East Hartford, CT 06108, and any
adjournment thereof, and hereby authorizes them to vote, as designated
below, the number of shares which the undersigned would be entitled to
vote, as fully and with the same effect as the undersigned might do if
personally present, on the following matters as set forth in the Proxy
Statement and Notice dated May 5, 1997.
(1) ELECTION OF DIRECTORS
___ FOR all nominees listed below (except as marked to the contrary below)
___ WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW
NOMINEES: _____ George J. Taylor, Jr. _____ Robert G. LaVigne
_____ Harold L. Hansen _____ Hugh M. Taylor
_____ Joseph J. Kelley
(INSTRUCTIONS: To withhold authority to vote for any of the individual
nominees, PRINT that nominee's name on the line below.)
- -----------------------------------------------------------------------------
(2) PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR ENDING
DECEMBER 31, 1997.
_____ FOR _____ AGAINST _____ ABSTAIN
(3) IN THE DISCRETION OF SUCH PROXIES UPON ALL OTHER MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ITEMS (1) AND (2).
This Proxy is revocable and the undersigned reserves the right to attend
the meeting and vote in person. The undersigned hereby revokes any proxy
heretofore given in respect of the shares of the Company.
Dated: ________________________ , 1997
_______________________________________
SIGNATURE*
_______________________________________
SIGNATURE*
*NOTE: Please sign exactly as the name(s) appear on your Stock Certificate.
When attorney, executor, administrator, trustee, or guardian, please give
full title as such. If more than one name is shown, as in the case of joint
tenancy, each party should sign.
THE BOARD OF DIRECTORS URGES THAT YOU FILL IN, SIGN AND DATE THE PROXY AND
RETURN IT PROMPTLY BY MAIL IN THE ENCLOSED ENVELOPE.
