<PAGE>
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
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 Rule 14a-11(c) or Rule 14a-12
Glenayre Technologies, Inc.
(Name of Registrant as Specified in Its Charter)
Glenayre Technologies, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
(x) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
( ) $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 transactions 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:
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing of 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>
(Glenayre logo appears here)
GLENAYRE TECHNOLOGIES, INC.
4201 Congress Street, Suite 455
Charlotte, North Carolina 28209
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 1995
The 1995 Annual Meeting of the Stockholders of Glenayre Technologies,
Inc., a Delaware corporation (the "COMPANY"), will be held in The Laurel Room,
The Equitable Tower, 49th Floor, 787 Seventh Avenue, New York, New York 10019,
on May 24, 1995 at 2:00 p.m., New York City time, for the following purposes:
1. To elect three Class II Directors.
2. To ratify the selection of Ernst & Young LLP as independent auditors
to audit the financial statements of the Company.
3. To transact any other business that may properly come before the 1995
Annual Meeting and any adjournment(s) thereof.
The close of business on March 31, 1995 has been fixed as the record date
for determination of stockholders entitled to notice of and to vote at the
1995 Annual Meeting and any adjournment(s) thereof.
A Proxy Statement, a form of proxy and the Annual Report to the
stockholders of the Company for the year ended December 31, 1994 are enclosed
with this Notice.
A list of stockholders entitled to vote at the 1995 Annual Meeting will
be open to the examination of any stockholder for any purpose germane to the
1995 Annual Meeting, during ordinary business hours, for a period of 10 days
prior to the 1995 Annual Meeting at the office of the Company at 520 Madison
Avenue, New York, New York 10022.
Stockholders are cordially invited to attend this meeting. Each
stockholder, whether or not he or she expects to be present in person at the
1995 Annual Meeting, is requested to SIGN, DATE AND RETURN THE ENCLOSED PROXY
in the accompanying envelope as promptly as possible.
A stockholder may revoke his or her proxy at any time prior to voting.
BY ORDER OF THE BOARD OF DIRECTORS
Stanley Ciepcielinski
Executive Vice President and
Secretary
April 19, 1995
<PAGE>
GLENAYRE TECHNOLOGIES, INC.
PROXY STATEMENT
THE 1995 ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of the Company of proxies for use at the 1995 Annual
Meeting of Stockholders of Glenayre Technologies, Inc. (the "COMPANY") to be
held in The Laurel Room, The Equitable Tower, 49th Floor, 787 Seventh Avenue,
New York, New York 10019, on May 24, 1995 at 2:00 p.m., New York City time,
and at any adjournment(s) thereof.
VOTING AND RECORD DATE
As of March 31, 1995, the record date for the determination of
stockholders of the Company entitled to notice of and to vote at the 1995
Annual Meeting, the Company had 25,196,347 shares of common stock, $.02 par
value ("COMMON STOCK"), outstanding and entitled to vote. Each holder of
Common Stock at the close of business on March 31, 1995 will be entitled to
one vote for each share so held. All votes at the 1995 Annual Meeting
specified in this Proxy Statement will be by written ballot.
Under rules followed by the National Association of Securities Dealers,
Inc., brokers who hold shares in street name for customers have the authority
to vote on certain items when they have not received instructions from
beneficial owners. Brokers that do not receive instructions are entitled to
vote on the election of directors and approval of auditors. With respect to
the other proposals presented to stockholders, no broker may vote shares held
for customers without specific instruction from such customers. One-third of
the total outstanding shares will constitute a quorum at the meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business.
SOLICITATION OF PROXIES
Any stockholder giving a proxy for the 1995 Annual Meeting may revoke it
at any time prior to the voting thereof by giving written notice to the
Chairman or the Secretary of the Company, by filing a later-dated proxy with
either of them prior to the commencement of the 1995 Annual Meeting or by
voting in person at the 1995 Annual Meeting. Proxies and notices of revocation
should be mailed or delivered to American Stock Transfer & Trust Company, 40
Wall Street, 46th Floor, New York, New York 10005 for receipt by American
Stock Transfer & Trust Company no later than two business days prior to the
1995 Annual Meeting, or should be deposited with the Chairman or the Secretary
of the Company immediately prior to the commencement of the 1995 Annual
Meeting.
All shares of stock represented by proxies will be voted at the 1995
Annual Meeting, and at any adjournment(s) thereof, as specified therein by the
persons giving the proxies. If no direction is given, the proxy will be voted
to elect the nominees listed under "ELECTION OF DIRECTORS," to ratify the
selection of Ernst & Young LLP as independent auditors, and in the discretion
of the holders of the proxies on all other matters properly brought before the
1995 Annual Meeting and any adjournment(s) thereof.
This Proxy Statement, the Notice of the 1995 Annual Meeting (the
"NOTICE") and the form of proxy were first mailed to stockholders on or about
April 19, 1995. The Company's principal executive offices are located at 4201
Congress Street, Suite 455, Charlotte, North Carolina 28209, telephone number
(704) 553-0038.
Solicitation of proxies is being made primarily by mail; however, there
may also be further solicitation in person and by telephone at nominal cost by
directors, officers, employees and agents of the Company, who will receive no
additional compensation therefor. The Company will bear all costs of
soliciting proxies including charges made by brokers and other persons holding
stock in their names or in the names of nominees for reasonable expenses
incurred in sending proxy material to beneficial owners and obtaining their
proxies.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 8, 1995, certain information
with respect to Common Stock beneficially owned by each director of the
Company, by the Acting Chief Executive Officer and the Company's four other
highest paid executive officers (collectively, the "NAMED EXECUTIVE
OFFICERS"), by all current directors and executive officers of the Company as
a group, and by each person known to the Company as of March 8, 1995 to
beneficially own more than 5% of such Common Stock. The information, including
Percent Outstanding, includes shares subject to stock options exercisable
within 60 days of March 8, 1995.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP (1) OUTSTANDING
<S> <C> <C>
Ramon D. Ardizzone 41,806(2) *
Clarke H. Bailey 487,500(3) 1.90%
Gerald B. Cramer 1,000,160(4) 3.91%
Barry W. Gray 1,004,000(5) 3.98%
John J. Hurley 185,550 *
Thomas C. Israel 1,010,850(6) 4.00%
Alma M. McConnell 671,550(7) 2.66%
Edward J. Rosenthal 339,511(8) 1.35%
Thomas E. Skidmore 901,647(9) 3.58%
Stanley Ciepcielinski 15,916(10) *
All Directors and executive officers as a group (15 Persons) 4,862,727(11) 18.37%
FMR Corp. (12) 1,941,760 7.71%
</TABLE>
* Does not exceed 1%.
(1) All shares are owned with sole voting and dispositive power except as
otherwise noted.
(2) Includes the presently exercisable right to acquire 41,728 shares
pursuant to the Long-Term Incentive Plan.
(3) Includes the presently exercisable right to acquire 60,000 shares
pursuant to the Company's 1987 Stock Option Plan, as amended, ("1987
PLAN") and 427,500 shares pursuant to the Long-Term Incentive Plan.
(4) Includes the presently exercisable right to acquire 135,000 shares
pursuant to the 1987 Plan and 247,500 shares pursuant to the Long-Term
Incentive Plan. Also includes 24,736 shares owned by the Gerald B. Cramer
Family Foundation, 7,170 shares owned by Daphna Cramer, the wife of Mr.
Cramer, and the presently exercisable right to acquire 15,750 shares
owned by Cramer Rosenthal McGlynn, Inc., an investment management firm
("CRM"). Mr. Cramer is Chairman and Chief Executive Officer of CRM.
(5) Includes the presently exercisable right to acquire 27,000 shares
pursuant to the 1987 Plan and 27,000 shares pursuant to the Long-Term
Incentive Plan. Also includes 4,000 shares owned by the Adrienne and
Barry Gray Foundation and 900,000 shares owned by A.C. Israel
Enterprises, Inc., a private investment company ("A.C. ISRAEL"). Mr. Gray
is President of A.C. Israel. Mr. Gray has shared voting power with
respect to the shares owned by A.C. Israel and may be deemed to have
beneficial ownership of such shares.
(6) Includes the presently exercisable right to acquire 27,000 shares
pursuant to the 1987 Plan and 67,500 shares pursuant to the Long-Term
Incentive Plan. Also, includes 900,000 shares owned by A.C. Israel. Mr.
Israel is Chairman of A.C. Israel. Mr. Israel has shared voting power
with respect to the shares owned by A.C. Israel.
(7) Includes the presently exercisable right to acquire 27,000 shares
pursuant to the 1987 Plan and 27,000 shares pursuant to the Long-Term
Incentive Plan. Also includes 617,550 shares owned by 371230 Alberta Ltd
of which Mrs. McConnell is the Chief Executive Officer.
(8) Includes the presently exercisable right to acquire 18,000 shares
pursuant to the Long-Term Incentive Plan. Also includes 61,540 shares
owned by the E. J. Rosenthal Keogh Plan, 201,432 shares owned by R.F.P.
No. 4 -- Nu-West, a general partnership of which Mr. Rosenthal is a
general partner, 42,789 shares owned by ROVEST Ltd. Partnership, a
limited partnership of which Mr. Rosenthal is a managing general partner,
and the presently exercisable right to acquire 15,750 shares owned by
CRM, of which Mr. Rosenthal is an Executive Vice President.
(9) Includes the presently exercisable right to acquire 27,000 shares
pursuant to the Long-Term Incentive Plan. Also, includes 874,647 shares
owned by Glentel Inc. ("GEL"), a Canadian electronics and
telecommunications company. In
2
<PAGE>
November 1992, the Company acquired GEL's telecommunications equipment
and related software business (the "GEMS Business"). Mr. Skidmore is the
Chairman, President and Chief Executive Officer of GEL.
(10) Includes the presently exercisable right to acquire 15,500 shares
pursuant to the Long-Term Incentive Plan.
(11) Includes the presently exercisable right to acquire 276,000 shares
pursuant to the 1987 Plan and 1,015,920 shares pursuant to the Long-Term
Incentive Plan.
(12) The address of FMR Corp. ("FMR") is 82 Devonshire Street, Boston,
Massachusetts 02109. As of March 1, 1995, based on information provided
by FMR, these shares are beneficially held by FMR and certain of its
affiliates and subsidiaries as investment advisors to various registered
investment companies and certain other funds.
ELECTION OF DIRECTORS
The Company's Board of Directors presently consists of nine members. The
Company's Certificate of Incorporation and By-laws provide that the Board of
Directors shall be divided into three classes, each consisting, as nearly as
may be possible, of one-third of the total number of directors, for terms of
three years. At the 1995 Annual Meeting, three Class II Directors are to be
elected. The Board of Directors has nominated John J. Hurley, Thomas C. Israel
and Alma M. McConnell for election as Directors to serve for three-year terms
expiring at the Annual Meeting of Stockholders in 1998, and until their
respective successors shall have been elected and qualified. All nominees are
now serving as directors of the Company. The Company's employment agreements
with Mr. Bailey, Mr. Hurley, and Mr. Ardizzone provide that each of them shall
be nominated for directorships during the term of such person's employment
with the Company. See "COMPENSATION -- Employment Agreements."
The Board of Directors recommends a vote FOR all of the nominees. The
affirmative vote of a plurality of shares voted is required for the election
of the nominees by the holders of the shares entitled to vote at a meeting at
which a quorum is present. Provided a quorum is present, abstentions and
shares not voted are not taken into account in determining a plurality. The
shares represented by the proxies which the Board of Directors receives will
be voted for the election of the three nominees in the absence of contrary
instructions. Each of the nominees has indicated his willingness to serve if
elected, and the Board of Directors has no reason to believe that any nominee
will be unavailable. In the event that a vacancy arises among such nominees by
death or any other reason prior to the 1995 Annual Meeting, the proxy may be
voted for a substitute nominee or nominees designated by the Board of
Directors.
Biographical information follows for each person nominated and each
person whose term as a director will continue after the 1995 Annual Meeting.
The information concerning the directors and nominees has been furnished by
them to the Company.
NOMINEES FOR ELECTION AS CLASS II DIRECTORS AT THE 1995 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE POSITIONS WITH COMPANY, BUSINESS EXPERIENCE AND OTHER DIRECTORSHIPS
<S> <C> <C>
John J. Hurley 60 Director of the Company since November 1992; Vice Chairman of the Board of Directors of
the Company since December 1994; President of the Company from November 1992 until
December 1994; Chief Executive Officer of the Company from March 1994 until May 1994; and
Chief Operating Officer of the Company from November 1992 until March 1994; President of
GEL from July 1988 to November 1992 and a Director of GEL from July 1988 to June 1993;
Chief Operating Officer of Antenna Specialists Company, a communications antenna
manufacturer, from 1985 to 1988; Served in several positions at General Electric Company
from 1966 to 1985, including General Manager of General Electric Company's cellular
business.
Thomas C. Israel 51 Director of the Company since 1986; Chairman and a Director of A.C. Israel since
September 1991; Vice President and a Director of A. C. Israel from 1982 to September
1991; Director of Culbro, Inc. and Noel Group, Inc.
Alma M. McConnell 61 Director of the Company since 1988; Chief Executive Officer of Saf-T-Pak, Inc., a
manufacturer of containment devices for infectious and diagnostic specimens, for more
than the past five years; Director of Canadian Western Bank.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE AS CLASS III DIRECTORS UNTIL THE 1996 ANNUAL MEETING
NAME AGE POSITIONS WITH COMPANY, BUSINESS EXPERIENCE AND OTHER DIRECTORSHIPS
<S> <C> <C>
Ramon D. Ardizzone 57 Director of the Company since November 1992; President and Acting Chief Executive Officer
of the Company since December 1994; Chief Operating Officer of the Company from June 1994
until December 1994 and Acting Chief Operating Officer from May 1994 until June 1994;
Executive Vice President of the Company from November 1992 until December 1994; Executive
Vice President of the Company in charge of Sales and Marketing from November 1992 until
May 1994; Executive Vice President -- Sales and Marketing of GEL from August 1988 to
November 1992; President of Aerotron, Inc., a land-mobile radio manufacturing company,
from 1986 to 1988; Served in various management positions at General Electric Company
from 1956 to 1986.
Barry W. Gray 63 Director of the Company since 1990; President and a Director of A.C. Israel since
September 1991; Vice President and a Director of A.C. Israel from 1982 to September 1991.
Edward J. Rosenthal 60 Director of the Company since 1988; Executive Vice President of CRM since 1973; Director
of Hudson General Corp. and Astro Communications, Inc.
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE AS CLASS I DIRECTORS UNTIL THE 1997 ANNUAL MEETING
<S> <C> <C>
Clarke H. Bailey 40 Director of the Company since 1990; Vice Chairman of the Board of Directors of the
Company since November 1992; Chairman of the Executive Committee since March 1994 and
Chief Executive Officer of the Company from December 1990 until March 1994; Acting Chief
Executive Officer of the Company from May 1994 until December 1994; Chairman and Chief
Executive Officer of United Acquisition Company and its parent United Gas Holding
Corporation since February 1995; Served in a variety of capacities for the investment
banking firm of Oppenheimer & Co., Inc. from March 1984 to December 1990, most recently
as Managing Director and head of the Principal Investments Department; Director of Pulse
Engineering, Inc. and Edison Control Corporation.
Gerald B. Cramer 64 Director and Chairman of the Board of Directors of the Company since 1986; Chairman and
Chief Executive Officer of CRM since 1973; Director of OSHAP Technologies, Ltd., Express
America Holdings Corp. and Edison Control Corporation.
Thomas E. Skidmore 45 Director of the Company since November 1992; Director of GEL since 1989; Chairman and
President of GEL since November 1992; Chief Executive Officer of GEL since November 1990;
Vice Chairman of GEL from November 1990 until November 1992; Director of TCG
International, Inc. ("TCGI") since 1984; Vice Chairman -- Finance and Investments, since
1987 and Chief Executive Officer -- Communications Group of TCGI since November 1990;
TCGI is an automotive replacement glass, auto parts aftermarket and mobile communications
distributor and retailer, and has been the majority stockholder of GEL since August 1989;
Director of Autostock Inc.
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board of Directors met six times during the last fiscal year. The
Board of Directors has standing Executive, Audit, Compensation and Plan
Administration Committees. The functions and membership of each are set forth
below. The Board of Directors has no standing nominating committee.
The Executive Committee currently consists of Messrs. Cramer, Ardizzone,
Israel and Bailey. The Executive Committee held eight meetings during the last
fiscal year. The Executive Committee exercises the full powers of the Board of
Directors to the extent permitted by law between Board of Directors meetings.
The Audit Committee currently consists of Messrs. Gray, Rosenthal and
Skidmore. The Audit Committee met five times during the last fiscal year. The
function of the Audit Committee is to review the internal accounting control
procedures of the Company, review the consolidated financial statements of the
Company and review with the independent public accountants the results of
their audit.
The Compensation Committee currently consists of Mrs. McConnell and
Messrs. Israel and Rosenthal. The Compensation Committee met two times during
the last fiscal year. The Compensation Committee exercises all powers of the
Board of Directors in connection with compensation matters, other than those
matters which are subject to the administration of the Plan Administration
Committee.
4
<PAGE>
The Plan Administration Committee currently consists of Mrs. McConnell
and Mr. Gray. The Plan Administration Committee met five times during the last
fiscal year. The function of the Plan Administration Committee is to
administer the 1987 Plan and the Long-Term Incentive Plan.
Each member of the Board of Directors attended 75% or more of the
aggregate number of meetings of the Board of Directors and the meetings of all
committees of the Board of Directors on which he or she served during the last
fiscal year except for Mr. Hurley, who, because of illness, attended 56%. Mr.
Hurley served on the Executive Committee from November 1992 until May 1994.
COMPENSATION
COMPENSATION OF DIRECTORS
The Company pays an annual retainer fee of $27,500 to non-officer
directors of the Company. The Company does not pay directors any per meeting
fees. No fees are paid to officer directors in addition to their regular
compensation. All directors are reimbursed for their reasonable travel and
accommodation expenses incurred with respect to their duties as directors.
Non-officer directors of the Company receive automatic formula-based awards of
options to purchase Common Stock under the Long-Term Incentive Plan. Under the
Company's By-laws, the Chairman and Vice Chairmen of the Board are considered
officers of the Company. For information relating to the compensation of the
Chairman and Vice Chairmen, see "Executive Compensation."
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation paid to the named Executive Officers during 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION> LONG-TERM
COMPENSATION
NUMBER OF
ANNUAL COMPENSATION SECURITIES
OTHER UNDERLYING
ANNUAL OPTIONS ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION GRANTED COMPENSATION
POSITION YEAR ($) ($) ($)(1) (#) ($)(2)
<S> <C> <C> <C> <C> <C> <C>
Clarke H. Bailey (2) 1994 250,000 125,000 -- -- 6,396(3)
Vice Chairman and 1993 250,000 125,000 -- -- 9,390
Chairman of the Executive Committee 1992 250,000 -- -- 135,000 17,456
Gerald B. Cramer 1994 100,000 125,000 -- -- --
Chairman 1993 100,000 125,000 -- -- --
1992 100,000 -- -- 247,500 --
John J. Hurley (2) 1994 244,951 122,476 -- -- 12,276(5)
Vice Chairman 1993 236,767 115,000 -- -- 15,270
1992 32,615(4) 16,308 234,360 533,353 1,468
Ramon D. Ardizzone (2) 1994 196,203 78,975 -- -- 12,937(6)
President and Acting Chief 1993 187,577 73,304 -- -- 15,931
Executive Officer 1992 25,882(4) 10,643 138,768 317,952 1,822
Stanley Ciepcielinski 1994 121,660 47,628 -- 46,500 6,000(7)
Executive Vice President 1993 111,540 44,658 -- 67,500 3,611
and Chief Financial Officer 1992 -- -- -- -- --
</TABLE>
(1) While officers enjoy certain perquisites, such perquisites do not exceed
the lesser of $50,000 or 10% of such officer's salary and bonus. In
connection with the acquisition of the GEMS Business in 1992, Messrs.
Hurley and Ardizzone purchased Common Stock at a below-market price
pursuant to the Long-Term Incentive Plan. The 1992 amounts include the
difference between the price paid and the fair market value on the
purchase date of $232,051 (144,030 shares) for Mr. Hurley and $137,605
(85,410 shares) for Mr. Ardizzone.
(2) Mr. Bailey was the Company's Chief Executive Officer from December 1990
until March 1994 and Acting Chief Executive Officer from May 1994 until
December 1994. Mr. Hurley was the Company's Chief Executive Officer from
March 1994 until May 1994. Mr. Ardizzone has been the Company's Acting
Chief Executive Officer since December 1994.
5
<PAGE>
(3) Includes a $6,000 matching contribution to the Company's defined
contribution plan and $396 term life insurance premiums paid on behalf of
the executive officer.
(4) The 1992 amounts indicated for Messrs. Hurley and Ardizzone represent
amounts paid during the 51-day period following the acquisition of the
GEMS Business.
(5) Includes a $6,000 matching contribution to the Company's defined
contribution plan and $6,276 term life insurance premiums paid on behalf
of the executive officer.
(6) Includes a $6,000 matching contribution to the Company's defined
contribution plan and $6,937 term life insurance premiums paid on behalf
of the executive officer.
(7) Represents a $6,000 matching contribution to the Company's defined
contribution plan.
The following table sets forth information with respect to grants of
stock options to the named Executive Officers during 1994:
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES % OF TOTAL OPTIONS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE OR APPRECIATION FOR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION OPTION TERM
NAME GRANTED (#) 1994 ($/SHARE) DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Clarke H. Bailey -- -- -- -- -- --
Gerald B. Cramer -- -- -- -- -- --
John J. Hurley -- -- -- -- -- --
Ramon D. Ardizzone -- -- -- -- -- --
Stanley
Ciepcielinski 15,000(1) 1.6% $ 28.67 05/26/2004 $ 270,501 $ 685,500
31,500(1) 3.4% $ 34.50 12/08/2004 $ 683,566 $1,732,280
</TABLE>
(1) Options granted to Mr. Ciepcielinski are subject to a two-year vesting
schedule with one-third vesting upon grant and the remainder vesting
equally on each anniversary date of the grant. Vesting may be accelerated
in certain events relating to a Change in Control of the Company, as
defined in the Long-Term Incentive Plan.
The following table sets forth certain information with respect to the
number and value of options held by the named Executive Officers at the end of
1994:
AGGREGATED OPTION EXERCISES IN 1994
AND 1994 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT OPTIONS AT
SHARES ACQUIRED VALUE REALIZED DECEMBER 31, 1994 (#) DECEMBER 31, 1994 ($)(1)
NAME ON EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Clarke H. Bailey 60,000 $1,630,000 637,500 $ -- $22,722,975 $ --
Gerald B. Cramer -- -- 382,500 -- 13,493,025 --
John J. Hurley 402,073 11,224,573 -- -- -- --
Ramon D. Ardizzone 198,061 5,326,834 41,728 -- 1,470,077 --
Stanley
Ciepcielinski 22,500 442,500 15,500 53,500 91,150 928,625
</TABLE>
(1) Represents the difference between the closing market price of the Common
Stock on the NASDAQ National Market System on December 31, 1994 and the
exercise price of the options.
6
<PAGE>
EMPLOYMENT AGREEMENTS
Bailey Employment Agreement. The Company is party to an employment
agreement with Mr. Bailey, dated as of December 3, 1990, as amended (the
"BAILEY AGREEMENT"), which provides for his employment through December 2,
1993 and is automatically extended on a year-to-year basis unless either party
gives at least 135 days prior notice to the other party of a decision not to
extend the term. The Bailey Agreement has been automatically extended through
December 2, 1995. Effective February 1, 1995, Mr. Bailey may also serve in an
executive position or as a director of other corporations with the prior
consent of the Company, if serving in such other positions does not interfere
with Mr. Bailey's performance of his duties for the Company. The Bailey
Agreement provides for an annual salary of $150,000, which may be increased,
but not decreased based on an annual salary review, and participation in the
Company's 401(k) Plan and other employee benefits if expressly awarded to him
in the future. Effective February 1, 1995, Mr. Bailey waived the right to
participate in all other existing employee benefit plans. Pursuant to the
Bailey Agreement, Mr. Bailey shall be paid such bonus as approved from time to
time by the Board of Directors of the Company or the Compensation Committee.
The Bailey Agreement also provides that Mr. Bailey shall be nominated for a
position on the Board of Directors during the term of his employment.
If Mr. Bailey's employment is terminated before completion of the term of
the Bailey Agreement without "Cause" as defined in the Bailey Agreement, or if
Mr. Bailey resigns his employment for "Good Reason" as defined in the Bailey
Agreement, the Company is required to pay to Mr. Bailey a lump sum equal to
his then existing basic salary for the unexpired term of the Bailey Agreement.
If Mr. Bailey's employment had been terminated without Cause or if Mr. Bailey
had resigned for Good Reason as of March 31, 1995, the payment to Mr. Bailey
under the Bailey Agreement would have been $101,096. Mr. Bailey, or his
estate, is also entitled to all salary, bonus and other compensation
entitlements accrued through the termination date in the event of his death or
the termination of his employment by reason of disability.
If Mr. Bailey's employment with the Company is terminated for any reason,
the unexercised portion of his options under the 1987 Plan and the Long-Term
Incentive Plan will remain exercisable until the expiration of the specific
option agreements.
Mr. Bailey is entitled to terminate his employment upon a "Change in
Control" of the Company, as defined in the Bailey Agreement. The definition of
Change in Control includes: (i) the acquisition by any person of 25% or more
of the Company's Common Stock, which acquisition is not supported by Mr.
Bailey and the Chairman of the Board of the Company (the "CHAIRMAN"); or (ii)
a material change in the composition or character of the Board of Directors,
including (a) the replacement of a majority of the incumbent Directors with
Directors not supported by Mr. Bailey and the Chairman and (b) the election at
any meeting of the stockholders of a majority of Directors standing for
election who have not been supported by Mr. Bailey and the Chairman. In the
event of such termination, Mr. Bailey would be entitled to receive a lump sum
amount equal to his then existing basic salary for the remainder of the term
of the Bailey Agreement. If Mr. Bailey had terminated his employment as of
March 31, 1995 as a result of a Change in Control of the Company, payments
under the Bailey Agreement would have been $101,096.
Hurley Agreement. The Company is party to an employment agreement with
Mr. Hurley dated as of November 10, 1992, as amended (the "HURLEY AGREEMENT"),
which provides for his employment as a Company Vice Chairman through November
10, 1995. Thereafter, the term of the Hurley Agreement may be renewed on terms
mutually acceptable unless either party gives at least 30 days prior notice to
the other party of a decision not to extend the term. Mr. Hurley is entitled
to an annual salary, which when combined with any payments received under the
Company's Long-Term Disability Plan, shall equal on an after tax basis an
amount approximately equivalent to a base salary of $244,951. The Hurley
Agreement further provides for Mr. Hurley's participation in all of the
Company's employee benefit plans for which he is eligible and through December
31, 1994, an annual incentive bonus under the "President's Incentive Bonus
Plan," as defined in the Hurley Agreement, of up to a maximum of 50% of his
then existing base salary based on the Company's "Operating Income" as defined
in the Hurley Agreement. In 1994, Mr. Hurley was entitled to and received the
maximum incentive bonus specified in the Hurley Agreement. Beginning January
1, 1995, Mr. Hurley will not participate in the President's Incentive Bonus
Plan. The Hurley Agreement also provides that Mr. Hurley shall be nominated
for election to a three-year term as a member of the Board of Directors at the
Company's 1995 Annual Meeting of Stockholders. If Mr. Hurley's employment is
terminated before the completion of the term of the Hurley Agreement without
"Cause" as defined in the Hurley Agreement, or if Mr. Hurley resigns his
employment for "Good Reason" as defined in the Hurley Agreement, the Company
is required to pay to Mr. Hurley a lump sum equal to two times the annual rate
of base salary being paid to Mr. Hurley at the time of such termination. Upon
any termination of Mr. Hurley on account of his "Total and Permanent
Disability," as defined in the Hurley Agreement, Mr. Hurley shall also be
entitled to a $250,000 payment. Mr. Hurley is entitled to participate in the
Company's Retiree Medical Plan upon termination for any reason. The failure of
Mr. Hurley to be elected a director shall
7
<PAGE>
constitute "Good Reason" for Mr. Hurley's resignation from the Company. If Mr.
Hurley's employment had been terminated without Cause or if Mr. Hurley
resigned for Good Reason, as of March 31, 1995, payments under the Hurley
Agreement would have been $489,902. If Mr. Hurley's employment terminates upon
expiration of the term of the Hurley Agreement, the Company must pay Mr.
Hurley (i) a lump sum of $250,000 if Mr. Hurley then has a "Total and
Permanent Disability," determined with reference to his ability to perform the
duties of Vice Chairman or (ii) a lump sum of $122,476 if Mr. Hurley does not
have a "Total and Permanent Disability" unless he refuses to negotiate with
the Company for a renewal agreement substantially similar to the Hurley
Agreement prior to its most recent amendment.
Mr. Hurley is entitled to terminate his employment upon a "Change in
Control" of the Company as defined in the Hurley Agreement. The definition of
"Change in Control" includes: (i) the acquisition by any person of 25% or more
of Company's Common Stock, which acquisition is not supported by Mr. Hurley
and the Chairman; or (ii) a material change in the composition or character of
the Board of Directors, including (a) the replacement of a majority of the
incumbent Directors with Directors not supported by Mr. Hurley and the
Chairman and (b) the election at any meeting of the stockholders of a majority
of Directors standing for election who have not been supported by Mr. Hurley
and the Chairman. In the event of such termination, Mr. Hurley would be
entitled to the same benefits that he would receive in the event of his
resignation for Good Reason.
Ardizzone Agreement. The Company is party to an employment agreement with
Mr. Ardizzone dated as of November 10, 1992, as amended (the "ARDIZZONE
AGREEMENT") which provides for his employment through November 10, 1995.
Thereafter, the term of the Ardizzone agreement is automatically extended for
successive two-year periods unless either party gives at least 180 days prior
notice to the other party of a decision not to extend the term. Mr. Ardizzone
is entitled to an annual salary of $235,000 which may be increased but not
decreased based upon an annual salary review. Pursuant to the Ardizzone
Agreement, Mr. Ardizzone shall participate in the Management by Objective Plan
("MBO Plan"). Under the MBO Plan, Mr. Ardizzone is eligible to receive an
annual bonus not to exceed 50% of his base salary based on the performance of
the Company. In 1994, Mr. Ardizzone was entitled to and received the maximum
bonus specified in the Ardizzone Agreement. The Ardizzone Agreement also
provides that Mr. Ardizzone shall be nominated for a position on the Board of
Directors during the term of his employment.
If Mr. Ardizzone's employment is terminated before the completion of the
term of the Ardizzone Agreement without "Cause" as defined in the Ardizzone
Agreement, or if Mr. Ardizzone resigns his employment for "Good Reason" as
defined in the Ardizzone Agreement, the Company is required to pay Mr.
Ardizzone a lump sum equal to two times the annual rate of base salary being
paid to him at the time of such termination. In addition, if Mr. Ardizzone
resigns for "Good Reason" or upon Mr. Ardizzone's death or his "Total and
Permanent Disability" as defined in the Ardizzone Agreement, he (or his
estate) is entitled to a pro rata share of the MBO Plan bonus. If Mr.
Ardizzone's employment had been terminated without Cause or if Mr. Ardizzone
resigned for Good Reason, as of March 31, 1995, payments under the Ardizzone
Agreement would have been $470,000 and $499,375, respectively.
Mr. Ardizzone is entitled to a $200,000 payment upon termination of his
employment on account of his "Total and Permanent Disability." Mr. Ardizzone
is entitled to participate in the Company's Retiree Medical Plan upon
termination for any reason. If Mr. Ardizzone's employment terminates upon
expiration of the term of the Ardizzone Agreement, the Company must pay Mr.
Ardizzone a lump sum equal to 50% of the annual salary being paid to him at
the time of such termination unless he refuses to negotiate with the Company
for a renewal Agreement substantially similar to the Ardizzone Agreement.
Mr. Ardizzone is entitled to terminate his employment upon a "Change in
Control" substantially as defined above under the Hurley Agreement. In the
event of such termination, Mr. Ardizzone would be entitled to the same
benefits that he would received in the event of his resignation for Good
Reason.
Ciepcielinski Agreement. The Company is party to an agreement with Mr.
Ciepcielinski (the "CIEPCIELINSKI AGREEMENT"), dated February 1, 1995 which
entitles Mr. Ciepcielinski to certain benefits if a "Change in Control" occurs
and if Mr. Ciepcielinski's employment is terminated within three years after
the "Change in Control" for any reason other than for Mr. Ciepcielinski's (i)
death; (ii) disability; (iii) retirement; (iv) termination for "Cause" as
defined in the Ciepcielinski Agreement; or (v) voluntary termination other
than for "Good Reason" as defined in the Ciepcielinski Agreement.
The definition of "Change in Control" is similar to that under the Hurley
Agreement above. In the event of such termination, the Company shall pay Mr.
Ciepcielinski a lump sum equal to (i) 140% of the greater of the base salary
in effect on such termination date or in effect on the date immediately
preceding the "Change in Control" date and (ii) a pro rata share of any bonus
in which Mr. Ciepcielinski participates for the fiscal year in which such
termination occurs.
8
<PAGE>
OPTION AGREEMENTS
On February 1, 1995, the Company entered into an Amendment Agreement with
Mr. Bailey, which removed restrictions as to employment and services provided
from certain option agreements. Mr. Bailey may now exercise options remaining
at March 8, 1995 regardless of whether Mr. Bailey's employment has terminated
or he continues to provide services to the Company as follows: (i) 60,000
shares at $2.83 per share through December 3, 2000 and (ii) 427,500 shares at
$2.85 per share through May 14, 2001.
On February 1, 1995, the Company entered into Amendment Agreements with
Messrs. Cramer and Israel which removed service requirements in certain option
agreements. Messrs. Cramer or Israel may now exercise options remaining at
March 8, 1995 regardless of whether Messrs. Cramer or Israel continue to
provide services to the Company as follows: Mr. Cramer: (i) 135,000 shares at
Canadian $3.62 per share through July 2, 1997; (ii) 112,500 shares at $2.85
per share through May 14, 2001; and (iii) 135,000 shares at $2.89 per share
through November 10, 2002; Mr. Israel: (i) 27,000 shares at Canadian $3.62 per
share through July 2, 1997; (ii) 27,000 shares at $2.89 per share through
October 30, 2002; and (iii) 40,500 shares at $2.89 per share through November
10, 2002.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Rosenthal, a Director of the Company and a member of the Compensation
Committee of the Board of Directors of the Company is the Executive Vice
President of CRM. Mr. Cramer is the Chairman of the Board of Directors of the
Company and is the Chairman and Chief Executive Officer of CRM. The Company
and its subsidiaries have engaged CRM to provide various consulting and
financial advisory services to the Company. In each of 1994, 1993 and 1992,
the Company paid CRM $200,000 for all such services. The Company believes that
such fees represent the fair market value of such services and are comparable
to those that would be charged by an unaffiliated entity for such services.
The Company also subleases, on a month-to-month basis, office space in CRM's
office in New York City, and reimburses CRM for a pro rata share of certain
equipment usage expenses. The cost to the Company of such lease and
reimbursement expenses during the last fiscal year was approximately $5,400
per month. The Company believes that the cost of this lease and these expenses
reflect the fair market value for such space and equipment usage. These
transactions were approved by a majority of disinterested directors of the
Company. Certain employees of CRM are eligible to participate in the Long-Term
Incentive Plan.
REPORT OF THE COMPENSATION AND PLAN ADMINISTRATION COMMITTEES ON EXECUTIVE
COMPENSATION
The Company's Board of Directors approves all compensation decisions with
regard to executive officers, including the Acting Chief Executive Officer,
based on recommendations from the Compensation Committee and the Plan
Administration Committee. The Compensation Committee is responsible for the
establishment of all compensation and benefit programs, excluding the 1987
Plan and the Long-Term Incentive Plan, as well as the overall monitoring of
those programs. The Plan Administration Committee is responsible for
administering the 1987 Plan and the Long-Term Incentive Plan. The Company's
compensation philosophy and executive compensation programs are discussed in
this report.
Executive Compensation Philosophy. In general, executive officers who are
in a position to make a substantial contribution to the success and growth of
the Company should have interests similar to those of the stockholders.
Executive officers should be motivated by and benefit from increased
stockholder value. Therefore, the Company believes that executive officers
should hold a meaningful equity position in the Company through the purchase
of Common Stock and/or the award of options to purchase Common Stock.
The Company also believes that a significant percentage of an executive
officer's cash compensation, consisting of salary and bonus, should be based
on performance ranked in the following order: corporate, function and
individual performance. Again, the Company's objective is to align the
financial interests of the executive officers with those of the Company's
stockholders.
The Company's Board of Directors believes that the executive compensation
program must be competitive with those of other companies of comparable size
and complexity in order to attract, retain and motivate talented individuals.
Executive Compensation Program. The Company's compensation program
consists of base salary, annual incentive bonus (paid in cash) and long-term
incentives, generally in the form of Common Stock and options to purchase
Common Stock.
Base Salary. The Compensation Committee generally reviews and
determines the relative levels of base salary for executive officers on
an annual basis. In determining the levels of base salary for an
executive officer, the Compensation Committee considers relative levels
of responsibility, individual and Company performance and cost of living
increases.
9
<PAGE>
The Compensation Committee made no change to the levels of base salary
for Messrs. Bailey and Cramer during the three years ended December 31,
1994. Effective February 1, 1995, Mr. Bailey's base salary was reduced to
$150,000.
Annual Incentive Compensation. During 1994, executive officers,
except for Mr. Hurley, participated in the MBO Plan, the Company's annual
incentive cash bonus program. The goal of the MBO Plan is to motivate
executive officers to improve the Company's income from continuing
operations, plus amortization expense (the "EARNINGS"), over budgeted
targets. The MBO Plan provides for the payment of quarterly cash awards
to the executive officers based 70% on Earnings and 30% on the
achievement of individual objectives as established each year when the
Company budget is set. An executive's maximum bonus is also established
when the Company budget is set. If both the top Earnings objective is
reached and all the individual objectives are achieved, the maximum
potential bonuses range from 40% to 50% of each executive officer's base
annual salary. MBO Plan bonuses are payable only from the MBO Plan pool
which consists of 22% of the amount by which actual Earnings exceed the
Earnings target established for the applicable year. Should the MBO Plan
pool be insufficient to pay the maximum bonuses allowed, all bonus
payments will be made on a pro rata basis from the funds available in the
pool.
Chief Executive Officer Compensation
Mr. Bailey served as Chief Executive Officer until March 1994 and
Acting Chief Executive Officer May 1994 until December 1994. Mr. Hurley
served as Chief Executive Officer from March 1994 until May 1994. In
accordance with the Bailey Agreement, Mr. Bailey participated in the MBO
Plan in 1994 and received the maximum bonus of $125,000 based on
exceptional operating earnings of the Company in 1994. In accordance with
the Hurley Agreement, Mr. Hurley participated in the President's
Incentive Bonus Plan and received the maximum bonus of $122,476 based on
the exceptional operating earnings of the Company in 1994. Mr. Cramer's
annual incentive bonus is tied to and is identical in amount to that of
Mr. Bailey.
Long-Term Incentives. On March 31, 1991, the Company established the
Long-Term Incentive Plan to provide for various types of equity-related
awards to (i) attract and retain key executive and managerial employees,
directors and other key persons providing services to the Company, (ii)
motivate participants by means of growth related incentives, (iii)
provide incentive compensation opportunities that are comparable with
those of other similar corporations and (iv) further the identity of
interests of participants with those of the stockholders of the Company.
Under the Long-Term Incentive Plan, the Plan Administration
Committee has the discretion to determine who will be given awards in any
year, the types of awards to be made (such as stock options, SARs,
restricted stock or other awards) and the number of shares of Common
Stock to be covered by a particular award. In determining whether to make
an award to a particular executive officer and the size of such award,
the Plan Administration Committee considers the executive officer's level
of responsibility within the Company, prior awards made to the executive
officer, individual and Company performance and the amount of the
executive officer's other compensation components. No stock option or
other awards were granted by the Plan Administration Committee to Messrs.
Bailey or Hurley in 1994.
During May 1994 and December 1994, options to purchase 15,000 and
31,500 shares of Common Stock under the Long-Term Incentive Plan were
granted to Mr. Ciepcielinski at an exercise price of $28.67 and $34.50,
respectively. The options are subject to a two year vesting schedule with
one-third vesting upon grant and the remainder vesting equally on each
anniversary date of the grant.
The Revenue Reconciliation Act of 1993 added Section 162(m) to the
Internal Revenue Code of 1986 (the "CODE"). Code Section 162(m) provides that
compensation paid to a company's chief executive officer and the four other
highest paid executive officers employed by the company at year-end will not
be deductible by the company for federal income tax purposes to the extent
such compensation exceeds $1.0 million. Code Section 162(m) excepts from this
limitation certain "performance-based compensation."
Although base salary and bonuses paid to the named Executive Officers
have traditionally been well under $1.0 million, compensation from the
exercise of stock options could potentially cause a named executive officer to
have compensation in excess of $1.0 million. However, all options granted to
the named Executive Officers prior to October 1993 are exempt from Code
Section 162(m) under a "grandfather" provision. In May 1994, the Company's
stockholders approved an amendment to the terms of the Long-Term Incentive
Plan so that, among other things, future awards under the Long-Term Incentive
Plan may qualify as "performance-based compensation."
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<PAGE>
This report is submitted by the Compensation Committee and the Plan
Administration Committee which consists of the following members:
COMPENSATION COMMITTEE PLAN ADMINISTRATION COMMITTEE
Thomas C. Israel, Chairman Alma M. McConnell, Chairman
Alma M. McConnell Barry W. Gray
Edward J. Rosenthal
PERFORMANCE GRAPH
The following graph compares the cumulative total return on $100 invested
on December 31, 1989 in each of the Company's Common Stock, the Standard &
Poor's 500 Stock Index and the Standard & Poor's Communication Equipment
Manufacturers Index at the end of each fiscal year through 1994. The returns
are calculated assuming the reinvestment of dividends. The Company has not
paid any cash dividends during the period covered by the graph below. The
Company entered the communication equipment manufacturing business in November
1992. Before November 1992, the Company was variously engaged in the oil and
gas pipeline construction business and the real estate business. The stock
price performance shown on the graph below is not necessarily indicative of
future stock price performance.
(Performance Graph Appears Here. The plot points are listed below.)
INDEXED/CUMULATIVE RETURNS
COMPANY/
INDEX NAME 1989 1990 1991 1992 1993 1994
GEMS $ 100 $ 121 $ 121 $ 214 $ 1,214 $ 1,612
S&P 500 100 97 126 136 150 152
S&P CEMI 100 111 173 186 179 204
11
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Skidmore, a Director of the Company, is Chairman, President, and
Chief Executive Officer of GEL. GEL continues to have certain rights and
obligations with respect to the Company under the terms of the agreements
entered into between the Company and GEL in connection with the acquisition of
the GEMS Business. The Company agreed to use its best efforts, subject to the
fiduciary obligations of its directors, to nominate and cause Thomas E.
Skidmore or another designee of GEL reasonably acceptable to the Company, to
be elected to the Board of Directors of the Company. GEL's right to such Board
representation will terminate at such time as GEL owns less than 450,000
shares of the Company's Common Stock.
The Company paid CRM $200,000 for various consulting services in each of
1994, 1993 and 1992. See "COMPENSATION -- Compensation Committee Interlocks
and Insider Participation."
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires that directors and officers of
the Company and persons who beneficially own more than 10% of the Common Stock
file with the SEC initial reports of beneficial ownership and reports of
changes in beneficial ownership of the Common Stock of the Company. Directors,
officers and greater than 10% beneficial owners are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such
reports, and amendments thereto, furnished to the Company and written
representations that no other reports were required, during 1994 all reports
required by Section 16(a) to be filed by its directors, officers and greater
than 10% beneficial owners were filed on a timely basis.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Ernst & Young LLP as independent
auditors to audit the financial statements of the Company and its subsidiaries
for the year ending December 31, 1995. This selection is being presented to
the stockholders for their ratification or rejection at this Annual Meeting.
Subject to ratification by the stockholders, on April 7, 1995 the Company
replaced Deloitte & Touche LLP with Ernst & Young LLP as its independent
auditors to audit the financial statements of the Company and its subsidiaries
for the year ending December 31, 1995. This change in independent auditors was
recommended by the Audit Committee of the Company's Board of Directors and
approved by the Board of Directors on April 4, 1995.
Deloitte & Touche LLP has audited the financial statements of the Company
and its subsidiaries for the two most recent fiscal years ended December 31,
1994 and December 31, 1993 and their reports on the financial statements of
the Company and its subsidiaries for the two most recent fiscal years ended
December 31, 1994 and December 31, 1993 did not contain an adverse opinion or
a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During the Company's two most recent
fiscal years ended December 31, 1994 and December 31, 1993, there were no
disagreements with Deloitte & Touche LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
Representatives of Deloitte & Touche LLP and Ernst & Young LLP are
expected to be present at the Annual Meeting of Stockholders with an
opportunity to make a statement if they desire to do so, and the
representatives are expected to be available to respond to appropriate
questions.
The Board of Directors recommends a vote FOR the ratification of the
selection of Ernst & Young LLP as independent auditors to audit the financial
statements of the Company and its subsidiaries for the year ending December
31, 1995, and proxies solicited by the Board of Directors will be so voted
unless stockholders specify a different choice.
If the stockholders do not ratify the selection of Ernst & Young LLP, the
selection of independent auditors will be reconsidered by the Board of
Directors.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Annual Meeting
of Stockholders to be held in 1996 must be received in writing by the
Secretary of the Company no later than December 19, 1995 to be considered for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting.
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<PAGE>
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at
the 1995 Annual Meeting other than those set forth in the Notice. However, if
any other matters do come before the 1995 Annual Meeting, it is intended that
the holders of the proxies will vote thereon in their discretion.
13
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APPENDIX
<PAGE>
PROXY GLENAYRE TECHNOLOGIES, INC.
4201 Congress Street, Suite 455
Charlotte, North Carolina 28209
PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS OF GLENAYRE TECHNOLOGIES, INC.
The undersigned hereby appoints Clarke H. Bailey, Gerald B. Cramer and Stanley
Ciepcielinski, and each of them, as Proxies, each with full power of
substitution, and hereby authorizes them to represent and to vote, as designated
below, all the common shares of Glenayre Technologies, Inc. held by the
undersigned on March 31, 1995, at the 1995 Annual Meeting of Stockholders to be
held in The Laurel Room, The Equitable Tower, 49th Floor, 787 Seventh Avenue,
New York, New York 10019, on May 24, 1995 at 2:00 p.m., New York City time, and
at any adjournment(s) thereof.
1. ELECTION OF DIRECTORS.
<TABLE>
<CAPTION>
<S> <C>
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED BELOW
</TABLE>
TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE
NOMINEE'S NAME:
John J. Hurley Thomas C. Israel Alma M. McConnell
2. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
OF THE COMPANY.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies each are authorized to vote upon such other
business as may properly come before the 1995 Annual Meeting and at any
adjournment(s) thereof.
<PAGE>
This proxy when properly executed will be
voted in the manner directed herein by
Dated: , 1995
the undersigned stockholder. IF NO
DIRECTION IS MADE WITH RESPECT TO ANY
PROPOSAL, THIS PROXY WILL BE VOTED "FOR"
THE ELECTION OF ALL NOMINEES AND "FOR" EACH
PROPOSAL AS TO (Signature of Stockholder)
WHICH NO DIRECTION IS RECEIVED.
Receipt of the Notice of the 1995 Annual
Meeting and accompanying Proxy (Signature of Joint Stockholder,
if any)
Statement is hereby acknowledged.
Please check box if you intend to
be present at the meeting: [ ]
IMPORTANT: Please date this proxy
and sign exactly as your name
appears hereon. If stock is held
jointly, both holders should sign.
Executors, administrators,
trustees, guardians and others
signing in a representative
capacity should give full title.
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
