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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SafetyTek Corporation
(Name of Registrant as Specified In Its Charter)
SafetyTek Corporation
49050 Milmont Drive
Fremont, CA 94538
(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(i)(2).
PAID UPON FILING OF PRELIMINARY PROXY STATEMENT.
/ / $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:(1)
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
/ / 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:
------------------------------------------------------------------------
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SAFETYTEK CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 6, 1995
TO THE STOCKHOLDERS OF
SAFETYTEK CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of SafetyTek
Corporation ("the Company"), a Delaware corporation, will be held on December 6,
1995 at 10:00 a.m. at the Company's offices located at 49050 Milmont Drive,
Fremont, California, 94538 for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the selection of KPMG Peat Marwick LLP as independent public
auditors of the Company.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
The Board of Directors has fixed the close of business on November 15, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTPAID ENVELOPE. IF YOU
ARE ABLE TO ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY
DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
By Order of the Board of Directors
James B. Hawkins
Secretary
November 16, 1995
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SAFETYTEK CORPORATION
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
SafetyTek Corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held on December 6, 1995 at 10:00 a.m. at the Company's
offices located at 49050 Milmont Drive, Fremont, California, 94538.
VOTING
The record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournment thereof has been fixed as
November 15, 1995. As of that date, there were outstanding 3,210,093 shares of
Common Stock of the Company. Each stockholder will be entitled to one vote for
each share of common stock held on all matters to be voted upon. Abstentions are
considered as shares present and entitled to vote and therefore will have the
same effect as a vote against a matter presented at the meeting. Broker
non-votes are considered as shares not entitled to vote with respect to such
matters, but are counted toward the establishment of a quorum. Subject to prior
revocation, all shares represented at the meeting by properly executed proxies
will be voted in accordance with specifications on the proxy. If no
specification is made, the shares will be voted in favor of: (i) the election of
nominees provided for herein as directors; and (ii) the ratification of KPMG
Peat Marwick LLP as independent public auditors of the Company.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 49050
Milmont Drive, Fremont, California, 94538, a written notice of revocation or
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the
enclosed proxy and any additional information furnished to stockholders. Copies
of solicitation material will be furnished to stockholders, and to brokerage
houses, fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of shares for their
expenses in forwarding solicitation material to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid for any such services.
This proxy statement and the accompanying proxy card are being mailed to
all stockholders on or about November 16, 1995.
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PROPOSAL 1
NOMINATION AND ELECTION OF DIRECTORS
Each director to be elected will hold office until the next annual meeting
of stockholders and until his successor is elected and has qualified, or until
his death, resignation or removal. All of the nominees listed below are
currently directors of the Company. There are no family relationships among
executive officers or directors of the Company, except that Mr. Hawkins, the
President, Chief Executive Officer, Secretary and a director, and Mr. Glenn, the
Chief Financial Officer, are brothers-in-law.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR
OF EACH NAMED NOMINEE
Shares of Common Stock represented by executed proxies will be voted, if
authority to do so is not withheld, for the election of the four nominees named
below. In the event that any nominee should become unavailable for election as a
result of an unexpected occurrence, such shares will be voted for the election
of such substitute nominee as management may propose. Each person nominated for
election has agreed to serve if elected, and management has no reason to believe
that any nominee will be unavailable to serve. The four candidates receiving the
highest number of the affirmative votes cast at the Annual Meeting will be
elected directors of the Company.
NOMINEES:
The names, ages and periods of service on the Company's Board of Directors
of the nominees, and certain other information about them, is set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
<S> <C> <C>
- ------------------------------------------------------------------
James B. Hawkins(1) 40 1985
Ernest C. Goggio(2,3) 72 1986
Paul Kutler(1,2) 52 1987
George S. Sarlo(1,2,3) 57 1991
- ------------------------------------------------------------------
</TABLE>
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Stock Option Committee.
Mr. Hawkins has been President, Chief Executive Officer and a director of
the Company, and its predecessor, since August 1985. He has served as Secretary
of the Company since September 1986. Mr. Hawkins has served as a director of
Pillar Corporation, a major stockholder of the Company, since August 1987.
Mr. Goggio has served as Chairman of the Board of Directors of the Company
since November 1986. He has been President and Chairman of the Board of
Directors of Pillar Corporation since 1966. Pillar Corporation, based in
Milwaukee, Wisconsin, manufactures corona treater equipment for the plastics
industry and heat induction and melting equipment for the metals industry.
Dr. Kutler has been a director of the Company since February 1987. From
October 1969 to September 1994, Dr. Kutler served as Chief of the Fluid Dynamics
Division of NASA Ames Research Center, a governmental aerospace research center.
From September 1994 to October 1995, Dr. Kutler was a visiting research scholar
at Stanford University under the employ of NASA Headquarters, Washington, D.C.
He is currently Manager of the High Performance Computing and Communication
Office, NASA Headquarters, Washington, D.C. and Director of NASA Projects, Bay
Area Multimedia Technology Alliance.
Mr. Sarlo has been a director of the Company since January 1991. He has
been a general partner of the Walden Group of venture capital funds since 1974.
Mr. Sarlo also founded and has served as Chairman of the Board of Directors of
Ashfield and Co. Inc., an investment management company, since 1973.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of September 30, 1995 by
(i) each person known by the Company to beneficially own more than 5% of the
Company's Common Stock, (ii) each director and nominee to the Board of
Directors, (iii) the Chief Executive Officer and each other executive officer of
the Company as of June 30, 1995 whose salary and bonus for the year ended June
30, 1995 exceeded $100,000, and (iv) all officers and directors of the Company
as a group.
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENTAGE
NAME* OWNERSHIP (1)(2) OF SHARES
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Pillar Corporation....................................................... 664,986 20.7%
330 E. Kilbourn Ave. Suite 710
Milwaukee, Wisconsin 53202
Ernest C. Goggio......................................................... 702,986(3) 21.9%
James B. Hawkins......................................................... 208,016(4) 6.3%
George S. Sarlo.......................................................... 111,300(5) 3.4%
Paul Kutler.............................................................. 7,750(6) 0.2%
John F. Glenn............................................................ 9,250(7) 0.3%
F. Larry Young........................................................... 3,750(8) 0.1%
All executive officers and directors
as a group (6 persons)................................................... 1,043,052(3)(9) 30.7%
- ----------------------------------------------------------------------------------------------------------
</TABLE>
*The address of each of the directors or executive officers is c/o
SafetyTek Corporation, 49050 Milmont Dr., Fremont, California 94538
(1) Each of the individuals included in the table has sole voting and investment
power over the shares listed, subject to the right of his spouse, if any,
under applicable community property laws.
(2) Except as indicated, amounts do not reflect shares reserved for issuance for
options granted under the Company's Stock Option Plan or non-qualified stock
option agreements.
(3) Includes the shares of Common Stock owned of record by Pillar Corporation,
of which Mr. Goggio is the President and majority stockholder and 4000
shares of Common Stock issuable upon exercise of stock options exercisable
within 60 days.
(4) Includes 105,000 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days.
(5) Includes 54,000 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days.
(6) Includes 7,000 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days.
(7) Includes 8,750 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days.
(8) Includes 3,750 shares of Common Stock issuable upon exercise of stock
options exercisable within 60 days.
(9) Includes 182,500 shares of Common stock issuable upon exercise of stock
options exercisable within 60 days.
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BOARD AND BOARD COMMITTEE MEETINGS
During the year ended June 30, 1995, the Board of Directors held four
meetings. All of the directors attended all of the Board meetings except for Mr.
Kutler who missed one Board meeting.
During the year ended June 30, 1995, the Audit Committee of the Board of
Directors held one meeting. Each Committee member attended the meeting. The
Audit Committee recommends engagement of the Company's independent auditors,
reviews and approves services performed by such auditors, reviews and evaluates
the Company's accounting system and its system of internal controls and performs
other related duties delegated to such Committee by the Board.
During the year ended June 30, 1995, the Compensation Committee held one
meeting. Each Committee member attended the meeting. The Compensation Committee
determines the overall compensation policy for senior management of the Company,
recommending to the Board of Directors new compensation programs or changes in
existing programs which the Committee finds appropriate.
During the year ended June 30, 1995, the Stock Option Committee held two
meetings. Each Committee member attended the meetings. The Committee members are
appointed by the Board of Directors and have the authority to administer the
Company's Stock Option Plan.
The Board has not established a nominating committee.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of
the Chief Executive Officer of the Company and the other most highly compensated
executive officers of the Company as of June 30, 1995 whose total salary and
bonus for the fiscal year ended June 30, 1995 exceeded $100,000 for services in
all capacities to the Company and its subsidiaries during such fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------
AWARDS
ANNUAL ---------------
NAME AND COMPENSATION SECURITIES ALL
PRINCIPAL FISCAL ------------------ UNDERLYING OTHER
POSITION YEAR SALARY$ BONUS$ OPTIONS/SARS(#) COMP($)(1)
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
James Hawkins, 1995 210,000 87,000 40,000 1,500
President and 1994 185,000 75,000 -- 2,358
Chief Executive 1993 165,000 80,000 30,000 1,889
Officer
John F. Glenn, 1995 100,000 30,000 14,000 1,334
Vice President 1994 88,000 30,000 -- 860
Of Finance/ 1993 74,000 25,000 8,000 370
Chief Financial Officer
F. Larry Young, 1995 95,000 28,000 10,000 1,263
Vice President 1994 86,000 28,000 -- 1,047
of Operations 1993 78,000 19,000 8,000 780
- ---------------------------------------------------------------------------------------------
</TABLE>
NOTES:
(1) The amounts shown represent Company contributions to the Company's 401(k)
Savings Plan.
5
<PAGE> 7
STOCK OPTIONS
The following table contains information concerning the grant of stock
options in fiscal 1995 to the named executive officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES EXERCISE OR
GRANTED IN FISCAL BASE PRICE EXPIRATION
NAME (#)(1) YEAR (2) ($/SH) (3) DATE
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------
James B. Hawkins 40,000 34.8 $7.00 10/6/04
John F. Glenn 14,000 12.1 7.00 10/6/04
F. Larry Young 10,000 8.7 7.00 10/6/04
------------------------------------------------------------------------------------------------
</TABLE>
(1) Options granted under the 1994 Stock Option Plan. Options are granted at
fair market value at date of grant exercisable at the rate of 25% for each
year the employee remains at the Company. Each option has a maximum term of
ten years, subject to earlier termination in the event of the optionee's
termination of employment with the Company.
(2) A total of 114,800 options were granted to employees, including executive
officers, during fiscal 1995.
(3) Payment of the purchase price may be made in cash or in shares of Common
Stock of the Company or, at the discretion of the Board of Directors or
Committee designated by the Board, by a promissory note or such other form
of legal consideration that may be acceptable to the Board or Committee.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------
James Hawkins -- -- 95,000/55,000 865,000/285,000
John F. Glenn 2,500 16,875 5,250/18,000 46,125/91,000
F. Larry Young 7,750 54,719 0 /15,250 0 /84,875
--------------------------------------------------------------------------------------------------
</TABLE>
(1) The value of unexercised options is calculated by multiplying the
number of options outstanding by the difference between the option
exercise price and the June 30, 1995 closing price of $11.50 per
share of the Company's common stock as reported on The Nasdaq
National Market.
DIRECTOR COMPENSATION
Members of the Board of Directors who are not officers of the Company are
entitled to receive fees of $600 for, and reimbursement for travel expenses
incurred in connection with, each Board of Directors meeting attended.
During fiscal years 1993, 1994 and 1995, the Company provided an automobile
and paid annual fees of $48,000, $48,000 and $49,400, respectively, to Mr.
Goggio for his efforts in identifying and evaluating acquisition candidates.
The Company has entered into indemnification agreements with each of its
directors and executive officers. Such agreements require the Company to
indemnify such individuals to the full extent permitted by law.
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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP as the Company's
independent public auditors for the year ended June 30, 1996, and has further
directed that management submit the selection of independent public auditors for
ratification by a majority of the stockholders at the Annual Meeting. KPMG Peat
Marwick LLP has audited the Company's financial statements since 1985.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting, and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
Stockholder ratification of the selection of KPMG Peat Marwick LLP as the
Company's independent public auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of KPMG Peat Marwick
LLP to the stockholders for ratification as a matter of good corporate practice.
In the event the stockholders fail to ratify the selection, the Board will
reconsider whether or not to retain that firm.
Even if the selection is ratified, the Board in its discretion may direct
the appointment of a different independent accounting firm at any time during
the year if the Board feels that such a change would be in the best interests of
the Company and its stockholders. The affirmative vote of the holders of a
majority of the votes attributable to outstanding shares present or represented
at the Annual Meeting will be required to ratify the selection of KPMG Peat
Marwick LLP.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF THE PROPOSAL.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented by such
stockholders at the Company's next Annual Meeting of stockholders must be
received by the Company no later than July 18, 1996 in order to be included in
the proxy statement and proxy relating to that meeting.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting.
However, if any other matters are properly presented to the Annual Meeting it is
the intention of the persons named in the accompanying proxy to vote in respect
thereof in accordance with their best judgment.
The Board of Directors hopes that stockholders will attend the meeting.
Whether or not you plan to attend, you are urged to complete, sign and return
the enclosed proxy in the accompanying envelope. A prompt response will greatly
facilitate arrangements for the meeting, and your cooperation will be
appreciated. Stockholders who attend the meeting may vote their shares
personally even though they have sent in their proxies.
By Order of the Board of Directors
James B. Hawkins
Secretary
November 16, 1995
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SAFETYTEK CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Ernest C. Goggio and James B. Hawkins, or either
of them, each with power of substitution and revocation, as the proxy or proxies
of the undersigned to represent the undersigned and vote all shares of the
Common Stock, $.0008 par value, of SAFETYTEK CORPORATION, which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Stockholders of SafetyTek Corporation, to be held on December 6, 1995 at 10:00
a.m. at the Company's offices located at 49050 Milmont Drive, Fremont,
California, and any adjournments thereof, upon the following matters:
1. To elect directors.
For ALL Nominees Listed Below / /
For All Nominees Except as Crossed Out Below / /
INSTRUCTION: To withhold authority for any individual nominee, cross out the
nominee's name in the following list:
Ernest C. Goggio, James B. Hawkins, Paul Kutler, George Sarlo
WITHHOLD AUTHORITY -- do not vote for any nominees / /
<PAGE> 10
(CONTINUED FROM OTHER SIDE)
2. To ratify the selection of KPMG Peat Marwick LLP as independent public
auditors of the Company.
/ / FOR / / AGAINST / / ABSTAIN
3. With discretionary authority on such matters as may properly come before the
meeting.
/ / FOR / / AGAINST / / ABSTAIN
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES MADE. WHEN NO CHOICE IS MADE, THIS PROXY WILL BE VOTED FOR ALL LISTED
NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.
The Annual Meeting may be held as scheduled only if a majority of the
shares outstanding are represented at the meeting by attendance or proxy.
Accordingly, please complete this proxy and return it promptly in the enclosed
envelope.
Please date and sign exactly as your
name(s) appear on your shares. If signing
for estates, trusts or corporations,
title or capacity should be stated. If
shares are held jointly, each holder
should sign.
-----------------------------------------
-----------------------------------------
Signature of Stockholder(s)
Dated ______________ , 1995
