LOGITEK, INC.
101 Christopher Street
Ronkonkoma, N.Y. 11779
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 23 , 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Logitek,
Inc. (the "Company") will be held at the principal offices of the Company,
101 Christopher St., Ronkonkoma, N.Y. 11779, on November 23,1998, at 6:00
P.M., New York time, for the following purposes:
1. To elect a board of three directors, each to serve for a term of one
year and until his successor shall have been duly elected and qualified.
2. To elect Marcum & Kliegman, Certified Public Accountants, 130 Crossways
Park Drive, Woodbury, N.Y. 11797 as the Company's independent certified
public accountants.
3. To transact such other business as may properly come before the meeting, or
any adjournment thereof.
Shareholders of record at the close of business on October 26, 1998 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Herbert L. Fischer, Chairman
Dated:October 29, 1998
Ronkonkoma, N.Y.
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR
SHARES TO BE VOTED, PLEASE DATE, SIGN AND MAIL THE ACCOMPANYING
FORM OF PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
<PAGE>
LOGITEK, INC.
101 Christopher St.
Ronkonkoma, N.Y. 11779
PROXY STATEMENT
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Logitek, Inc.,a New York corporation (the "Company"), for use
at the Annual Meeting of Shareholders to be held at the office of the
Company, 101 Christopher St., Ronkonkoma, N.Y. 11779, on November 23,1998,
at 6:00 P.M., New York time (the "Meeting"), or any adjournments thereof.
Shareholders of record at the close of business on October 26,1998, will be
entitled to vote at the meeting.
The Company will solicit proxies by mail. Arrangements will be made with
brokerage houses and other custodians, nominees, and fiduciaries to forward
solicitation material to the beneficial owners of the shares held of record
by such persons, and the Company will reimburse them for the reasonable out-
of-pocket expenses incurred by them in so doing.
The shares represented by the accompanying proxy will be voted as directed
with respect to all matters or, if no direction is indicated, will be voted
in favor of all matters as listed below.Each proxy executed and returned by
a shareholder may be revoked at any time hereafter by giving written notice
of such revocation to the Secretary of the Company, except as to any matter
or matters upon which, prior to such revocation, a vote shall have been cast
pursuant to the authority conferred by such proxy.
The Annual Report to Shareholders for the fiscal year ended June 30, 1998,
including financial statements, is being sent to shareholders on or before
the date of this Proxy Statement. The date of this Proxy Statement is the
approximate date on which the Proxy Statement and form of proxy are first
being sent or given to shareholders.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
On October 1, 1998, the Company had outstanding 3,382,859 shares of common
stock, par value $.01 per share ("Common Shares"), each of which entitled
the holder to one vote. Voting is not cumulative.
The table on the following page sets forth information as of October 1, 1998,
with respect to all shareholders known by the Company to be the beneficial
owners of more than 5% of the outstanding Common Shares, all directors, and
all directors and executive officers as a group.Except as noted below, each
shareholder has sole voting and investment power with respect to the shares
shown.
<PAGE>
Name and Address of
Beneficial Owner Number of Common %
Shares Beneficially
Owned
Logitek Employee Stock Ownership
Plan ("ESOP")
101 Christopher St.
Ronkonkoma, N.Y. 11779 479,128 14.2
Herbert L. Fischer
President & CEO
101 Christopher St.
Ronkonkoma, N.Y. 11779 (1) 1,254,689 37.1
Howard Fein, Director
101 Christopher St.
Ronkonkoma, N.Y. 11779 (2) 12,500 .4
Francis Vucci, Director
101 Christopher St.
Ronkonkoma, N.Y. 11779 (2) 12,500 .4
(1) 882,080 owned outright by Mr. Fischer, 250,000 shares subject to stock
option exercise and 122,609 shares vested in the Company's ESOP.
(2) Shares subject to stock option exercise.
ELECTION OF DIRECTORS
A board of three directors is proposed to be elected at the meeting
to hold office for a term of one year and until their respected successors
shall have been duly elected and shall have qualified. The proxy will vote
all proxies received "FOR" the election of all matters listed below if no
direction to the contrary is given. In the event that any nominee is unable
to serve, the proxy solicited herewith may be voted, in the discretion of
the proxy, for the election of another person in his stead. The Board of
Directors knows of no reason to anticipate that this will occur.
The following information with respect to business experience, age, and
directorship for the past five years has been furnished to the Company as
of October 1, 1998 by each person nominated for election as a director.
<PAGE>
Name Age Principal Occupation Director
and Experience Continuosly Since
Herbert L. Fischer 64 Chairman of the Board,
President and CEO 1970
Howard Fein 56 President of Fein & Fein
P.C., Certified Public
Accountants for the past 25
years 1986
Francis J. Vucci 46 Executive V.P. Treasurer &
Board Member of the
Falstrom Co. 1995
All directors were elected at the annual meeting of shareholders held on
November 24, 1997,to hold office for a term of one year and until their
successors are elected and qualified. The Board does not have any committees.
The following are the executive officers of the Company; indicating their
position with the Company, their age and their five year background:
Herbert Fischer has been Chairman of the Board, President and Chief
Executive Officer of the Company since 1969. Mr. Fischer is not affiliated
with any other public companies.
Jack Piscotta has been Vice President of Quality Control since July 1997.
Previously he had been the Material Quality Manager at Gull Electronics
from July 1985 through July 1996.
Robert Carson has been Vice President of Manufacturing since July 1997.
Previously he had been Manufacturing Manager at Miltope Corporation from
1981 through 1994.
Michael Maletta has been Vice President of Sales since July 1997. Previously
he had been in various sales and marketing positions in his twenty plus
year career.
COMPENSATION
The tables on the following pages set forth the executive compensation paid
by the Company for each executive officer/director of the Company whose
cash compensation exceeded $100,000 during the past three fiscal years.<PAGE>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
(a) (b) (c) (d) (e) (f) (g)
Other Restricted Options
Name & Principal Annual Stock SAR's
Position Year Salary Bonus Comp. Awards
Herrbert Fischer
President & CEO 1998 250,000 30,000
1997 237,000 25,000
1996 225,000 0
(1) Herbert Fischer has a one-year employment agreement with the Company
which is renewable annually. The agreement provides for a base annual
salary of $275,000 plus a cost of living increase, such increase has
never been received. In June 1992, Mr. Fischer voluntarily reduced
his salary to $125,000 and in October 1993 the Board of Directors
increased his salary to $175,000.
Options/ SAR Grants in Last Fiscal Year
Individual Grants
(a) (b) (c) (d) (e)
Name Options % of Total Options Exercise or Expiration
SAR's Granted to Employees Base Price Date
Granted in Fiscal Year Per Share
Jack Pisciotta 50,000 27 .70 12/30/07
Robert Carson 50,000 27 .70 12/15/07
Michael Maletta 50,000 27 .71 02/04/08
Edward Palmese 25,000 14 .81 05/21/08
Gregory Zoraian 5,000 3 .68 08/20/07
Howard Fein 2,500 1 .70 12/15/07
Francis Vucci 2,500 1 .70 12/15/07
Aggregated Option/SAR Exercises in Last Fiscal Year and
FY-End Option/SAR Values
(a) (b) (c) (d) (e)
Number of Value of
Unexercised Options Unexercised
Name Shares Acquired Value Ralized Exercisablr/ In the Money
On Exercise (#) ($) Unexercisable Options at Y/E
Herbert Fischer
President & CEO 250,000 125,000
Howard Fein
Director 13,500 5,625
Francis Vucci
Director 12,500 5,125
Jack Pisciotta 50,000 2,500
Robert Carson 50,000 4,500
Michael Maletta 50,000 2,000
Edward Palmese 25,000 0
Gregory Zoraian 5,000 350
(1) Based on the average bid and asked prices of $.75 for the quarter
ended June 30, 1998.
(2) All directors of the Company receive $150 per meeting attended..
II. OTHER BUSINESS
As of the date of this Proxy Statement, the only business which the Board of
Directors intends to present, and knows that others will present, at the
Meeting is that hereinabove set forth. If any other matter or matters are
properly brought before the Meeting, or any adjournments thereof, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy on such matters in accordance with their judgement.
ACCOUNTANTS
For the fiscal year ended June 30, 1998 the accounting firm of Marcum &
Kliegman served as the Company's principal accountants. Representatives of
Marcum & Kliegman are expected to be present at the Annual Meeting and will
have the opportunity to make a statement if they desire and will be
available to respond to questions.
SHAREHOLDER PROPOSALS
The Annual Meeting of the Company for the year ending June 30, 1998, is
scheduled to be held on November 23, 1998. In order to have any proposal
presented at the Company's shareholder meeting the proposal must be received
at the Company's executive offices no later than June 15, 1998, for
inclusion in the proxy statement and form of proxy related to that meeting.
By the Order of the Board of Directors,
Herbert L. Fischer, Chairman
Dated:October 29,1998
Ronkonkoma, N.Y.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED JUNE 30, 1998 MAY BE OBTAINED BY SHAREHOLDERS SOLICITED
HEREBY (WITHOUT CHARGE) UPON WRITTEN REQUEST SENT TO MR.
HERBERT L. FISCHER, CHAIRMAN, LOGITEK, INC., 101 CHRISTOPHER ST.,
RONKONKOMA, N.Y. 11779.<PAGE>
P
LOGITEK, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy for Annual Meeting of Shareholders November 23 , 1998
The undersigned, revoking any proxy heretofore given, hereby appoints
Herbert L. Fischer, proxy of the undersigned, with full power of
substitution, with respect to all the Common Shares which the undersigned
is entitled to vote at the Annual Meeting of Logitek, Inc. (the "Company")
to be held on November 23 , 1998 at 6:00 P.M., New York time, at the
offices of the Company, 101 Christopher St., Ronkonkoma, N.Y. or any
adjournment thereof.
Unless a contrary direction is indicated, this proxy will be voted FOR
all matters; if specific instructions are indicated, this Proxy will be
voted in accordance therewith.
In his discretion, the Proxy is authorized to transact such other
business as may properly come before the meeting, or any adjournment thereof.
The Board of Directors recommends a vote FOR (please circle your choice):
1. The election of the following directors:
For Against Herbert L.Fischer For Against Howard Fein ForAgainst Francis Vucci
2. The election of Marcum & Kliegnman, CPA's, as the Company's
independent accountants.
For Against
To be completed and signed on reverse side)
R
O
X
Y
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(continued from other side)
Dated , 1998 shares
(Indicate # of Shares Voted)
(Print Your Name) (Please sign as name appears hereon)
If the shares are registered in the names of two or more
persons,each should sign.Executors, administrators,
trustees,guardians,attorneys-in-fact, corporate officers,
general partners and other persons acting in a
representative capacity should add their titles.
The above signed hereby acknowledges receipts of the Notice of Annual
Meeting, the Proxy Statement and Annual Report of the Company furnished
herewith.
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POST-PAID
ENVELOPE.
