<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):
( ) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(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:
(5) Total fee paid:
(x) Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing 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:
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[Glenayre Logo]
GLENAYRE TECHNOLOGIES, INC.
5935 Carnegie Boulevard
Charlotte, North Carolina 28209
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 8, 1995
NOTICE is hereby given that a Special Meeting of the
Stockholders of Glenayre Technologies, Inc., a Delaware corporation
(the "Company"), will be held at the offices of the Company, 5935
Carnegie Boulevard, Charlotte, North Carolina on December 8, 1995 at
9:00 a.m., local time, for the following purposes:
1. To approve an amendment to the Company's Restated
Certificate of Incorporation to increase the authorized
number of shares of the Company's Common Stock, par value
$.02 per share (Common Stock), from 50,000,000 shares to
200,000,000 shares.
2. To transact any other business that may properly come
before the meeting and any adjournment(s) thereof.
The close of business on October 27, 1995 has been fixed as
the record date for determination of stockholders entitled to notice
of and to vote at the meeting and any adjournment(s) thereof and only
holders of Common Stock of the Company of record at such date will
be entitled to notice of and to vote at the meeting.
A Proxy Statement and a form of proxy are enclosed with this Notice.
A list of stockholders entitled to vote at the meeting will be open
to the examination of any stockholder for any purpose germane to the
meeting, during ordinary business hours, for a period of 10 days prior
to the meeting at the offices of the Company at 5935 Carnegie Boulevard,
Charlotte, North Carolina.
Stockholders are cordially invited to attend this meeting. Each
stockholder, whether or not he or she expects to be present in person
at the 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
November 3, 1995
<PAGE>
GLENAYRE TECHNOLOGIES, INC.
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 8, 1995
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of the Company of proxies for
use at the Special Meeting of Stockholders of Glenayre
Technologies, Inc. (the "Company") to be held at the offices of the
Company, 5935 Carnegie Boulevard, Charlotte, North Carolina on
December 8, 1995 at 9:00 a.m., local time, and at any adjournment(s)
thereof.
Voting and Record Date
As of October 27, 1995, the record date for the determination of
stockholders of the Company entitled to notice of and to vote at the
meeting, the Company had 39,914,246 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 October 27, 1995
will be entitled to one vote for each share so held. All votes at the
meeting specified in this Proxy Statement will be by written ballot.
The only matter to be considered at the meeting, so far as known to
the Board of Directors, is the matter set forth in the Notice of
Special Meeting of Stockholders (the "NOTICE") and routine matters
incidental to the conduct of the meeting. However, if any other
matters should come before the meeting or any adjournment thereof, it
is the intention of the persons named in the accompanying proxy or
their substitutes to vote the proxy in accordance with their best
judgment on such matters.
Under rules followed by the National Association of Securities
Dealers, Inc., brokers who hold shares in street name for customers
may not vote on the proposal 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 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 meeting or
by voting in person at the 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 meeting, or should be deposited with the
Chairman or the Secretary of the Company immediately prior to the
commencement of the meeting.
All shares of stock represented by proxies will be voted at
the 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 approve the amendment of the Company's
Restated Certificate of Incorporation to increase the authorized
number of shares of the Company's Common Stock from 50,000,000
to 200,000,000 and in the discretion of the holders of the proxies
on all other matters properly brought before the meeting and any
adjournment(s) thereof.
This Proxy Statement, the Notice and the form of proxy were first
mailed to stockholders on or about November 3, 1995. The Company's
principal executive offices are located at 5935 Carnegie Boulevard,
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
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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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 16, 1995,
certain information with respect to the beneficial ownership of
the Common Stock by the Chief Executive Officer, the Company's four
other highest paid executive officers for the fiscal year December
31, 1994, the directors, all current directors and officers of the
Company as a group and each person known to the Company to own
beneficially more than 5% of such Common Stock:
<TABLE>
<CAPTION>
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Owner(1) Outstanding(2)
<S> <C> <C>
Ramon D. Ardizzone 268 *
Clarke H. Bailey 631,250(3) 1.56%
Gerald B. Cramer 1,082,886(4) 2.70%
Barry W. Gray 1,094,750(5) 2.74%
John J. Hurley 169,070 *
Thomas C. Israel 1,105,025(6) 2.76%
Alma M. McConnell 398,550(7) 1.00%
Edward J. Rosenthal 382,473(8) *
Thomas E. Skidmore 944,970(9) 2.37%
Stanley Ciepcielinski 16,488(10) *
All Directors and executive
officers as a group (15 Persons) 4,980,009(11) 12.10%
FMR Corp. (12) 4,403,190 11.03%
Cramer Rosenthal McGlynn Inc.(13) 2,838,170 7.11%
</TABLE>
________________________________
* Does not exceed 1%.
(1) All shares are owned with sole voting and dispositive power
except as otherwise noted.
(2) Based on the number of shares outstanding plus options
which were presently exercisable or exercisable within 60
days of October 16, 1995.
(3) Includes the presently exercisable right to acquire 90,000
shares pursuant to the Company's 1987 Stock Option Plan, as
amended, ("1987 Plan") and 541,250 shares pursuant to the
Long-Term Incentive Plan.
(4) Includes the presently exercisable right to acquire
202,500 shares pursuant to the Long-Term Incentive Plan.
Also includes 7,755 shares owned by Daphna Cramer, the wife
of Mr. Cramer, 23,625 shares owned by Cramer
Rosenthal McGlynn, Inc., an investment management firm ("CRM")
and does not include 1,957,784 shares held by CRM in various
investment management accounts. Mr. Cramer is Chairman and
Chief Executive Officer of CRM. See Footnote 13 below.
(5) Includes the presently exercisable right to acquire 40,500
shares pursuant to the Long-Term Incentive Plan. Also
includes 6,000 shares owned by the Adrienne and Barry Gray
Foundation, 950,000 shares owned by A.C. Israel Enterprises,
Inc., a private investment company ("A.C. Israel") and
29,250 shares owned by the A.C. Israel Foundation. Mr. Gray is
President of A.C. Israel and the A.C. Israel Foundation. Mr.
Gray has shared voting power with respect to the shares owned
by A.C. Israel and the A.C. Israel Foundation and may be
deemed to have beneficial ownership of such shares.
2
<PAGE>
(6) Includes the presently exercisable right to acquire
101,250 shares pursuant to the Long-Term Incentive Plan.
Also, includes 950,000 shares owned by A.C. Israel and 29,250
shares owned by the A.C. Israel Foundation. Mr. Israel is
Chairman of A.C. Israel and the A.C. Israel Foundation. Mr.
Israel has shared voting power with respect to the shares
owned by A.C. Israel and the A.C. Israel Foundation.
(7) Includes the presently exercisable right to acquire 40,500
shares pursuant to the 1987 Plan and 40,500 shares pursuant
to the Long-Term Incentive Plan. Also includes 317,550
shares owned by 3163229 Canada Inc., a wholly-owned subsidiary
of Novate Enterprises Inc., of which Mrs. McConnell is the
sole stockholder.
(8) Includes 245,580 shares owned by R.F.P. No. 4 - Nu-West, a
general partnership of which Mr. Rosenthal is a general
partner, and 47,954 shares owned by ROVEST Ltd.
Partnership ("ROVEST"), a limited partnership of which Mr.
Rosenthal is a managing general partner, 23,625 shares
owned by CRM and does not include 2,766,591 shares held by CRM
in various investment management accounts. Mr. Rosenthal is an
Executive Vice President of CRM. See Footnote 13 below.
(9) Includes the presently exercisable right to acquire 40,500
shares pursuant to the Long-Term Incentive Plan. Also,
includes 904,470 shares owned by Glentel Inc. ("GEL"), a
Canadian electronics and telecommunications company. In
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 15,750
shares pursuant to the Long-Term Incentive Plan.
(11) Includes the presently exercisable right to acquire 130,500
shares pursuant to the 1987 Plan and 1,101,535 shares
pursuant to the Long-Term Incentive Plan and does not include
837,055 shares held by CRM in various investment management
accounts. See Footnote 13 below.
(12) The address of FMR Corp. ("FMR") is 82 Devonshire Street,
Boston, Massachusetts 02109. This information is provided
as of October 10, 1995 and is based on information provided
by FMR to the Company. This number includes 4,326,890 shares
beneficially owned by Fidelity Management & Research Company,
an investment advisor to various registered investment
companies and to certain other funds which are generally
offered to limited groups of investors, and also
includes 76,300 shares beneficially owned by Fidelity
Management Trust Company, a trustee or managing agent for
various private investment accounts, primarily employee
benefit plans, and an investment advisor to certain funds
which are generally offered to limited groups of investors.
FMR has sole voting power with respect to 66,775 shares.
(13) The address of CRM is 707 Westchester Avenue, White Plains,
New York 10604. The information with respect to the holdings
of CRM is provided as of October 11, 1995 and is based on
information provided by CRM to the Company and includes 47,954
shares held for ROVEST, 849,006 shares held for Mr. Cramer,
7,755 shares held for Daphna Cramer, 29,250 shares held for
the A.C. Israel Foundation, 69,000 shares held for Mr. Gray,
24,525 shares held for Mr. Israel and 950,000 shares held for
A.C. Israel. CRM has shared voting and dispositive power with
respect to such shares.
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
At the Special Meeting of Stockholders, there will be
submitted to the stockholders for their approval a proposed
amendment to the Company's Restated Certificate of Incorporation
to increase the authorized number of shares of the Company's Common
Stock from 50,000,000 shares to 200,000,000 shares, as recommended by
the Board of Directors. Approval of the proposed amendment will
require the affirmative vote of a majority of the shares of
outstanding Common Stock entitled to vote thereon. Abstentions and
broker non-votes will have the effect
3
<PAGE>
of a vote against the proposed amendment. Upon such approval, the
amendment will be adopted and will become effective when a
Certificate of Amendment is filed with the Delaware Secretary of
State. Notwithstanding the approval of the stockholders of this
amendment, the Board of Directors may abandon the amendment without
any further action by the stockholders at any time prior
to filing the Certificate of Amendment.
The Board of Directors recommends that the Restated
Certificate of Incorporation be amended by deleting the first
paragraph of Article FOURTH and by substituting in lieu thereof:
"FOURTH: The total number of shares of capital stock
which the Corporation shall have authority to issue
is 205,000,000, consisting of 200,000,000 Common
Shares with a par value of $0.02 per share and
5,000,000 Preferred Shares with a par value of $0.01
per share."
If the proposed amendment is adopted and the authorized
number of shares of the Common Stock is increased, then the
additional authorized shares of the Common Stock may be issued from
time to time by action of the Board of Directors, without further
stockholder approval, for such consideration as the Board of Directors
determines to be adequate, or without consideration as a stock
dividend or stock split. Stockholders of the Company have no
preemptive or preferential rights to purchase or subscribe for any
such shares that may be issued. The proposed amendment would not
change the authorized number of shares of the Preferred Stock, none of
which has been issued through the date of this Proxy Statement.
The increase in the authorized number of shares of the Common
Stock is being proposed and recommended so that the additional shares
will be available to be issued or reserved for issuance by the
Board of Directors for general corporate purposes as opportunities
or needs may arise, without the necessity of calling meetings of
the stockholders and the attendant delay and expense. Such purposes
may include private or public offerings of such shares, or of other
securities convertible into such shares; use of such shares for
acquisitions; issuance of such shares or options therefor in
connection with employee benefit plans; issuance of such shares as
stock dividends or stock splits; or any other lawful purposes. Of the
50,000,000 shares of Common Stock currently authorized, at October
16, 1995 there were outstanding or reserved for issuance pursuant to
outstanding options a total of 44,004,993 shares, or 88% of the
authorized shares of Common Stock. The Board of Directors has no
current plans for the issuance of the additional authorized shares
in any particular transactions, other than the consideration of a
stock dividend if the proposed amendment is adopted.
The effect of the issuance of any additional authorized shares
on the rights of existing stockholders will depend upon the terms upon
which such shares are issued, including the consideration therefor, if
any, received by the Company. The issuance of such shares could be
used, under certain circumstances, in an attempt to prevent or impede
an acquisition of the Company.
The Board of Directors recommends a vote FOR approval of
the proposed amendment to the Company's Restated Certificate of
Incorporation.
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.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at
the meeting other than those set forth in the Notice. However, if any
other matters do come before the meeting, it is intended that the
holders of the proxies will vote thereon in their discretion.
4
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APPENDIX
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PROXY
GLENAYRE TECHNOLOGIES, INC.
5935 Carnegie Boulevard
Charlotte, North Carolina 28209
PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS OF GLENAYRE TECHNOLOGIES, INC.
FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 8, 1995
The undersigned hereby appoints Gerald B. Cramer, Ramon D. Ardizzone
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 October 27, 1995, at
the Special Meeting of Stockholders to be held at the offices of the
Company, 5935 Carnegie Boulevard, Charlotte, North Carolina, on
December 8, 1995 at 9:00 a.m., local time, and at any adjournment(s)
thereof.
1. PROPOSAL TO AMEND RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK:
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. In their discretion, the Proxies each are authorized to vote
upon such other business as may properly come before the
Special Meeting and at any adjournment(s) thereof.
(Continued and to be signed on reverse)
_______________________________________________________________________________
<PAGE>
(Continued from other side)
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE WITH
RESPECT TO THE PROPOSAL, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
Receipt of the Notice of the Special Meeting of Stockholders and
accompanying Proxy Statement is hereby acknowledged.
Dated: ____________, 1995.
________________________________________
(Signature of Stockholder)
________________________________________
(Signature of Joint Stockholder, if any)
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.
