STI DRAFT
04/17/95
SHARED TECHNOLOGIES INC.
100 Great Meadow Road, Suite 104
Wethersfield, Connecticut 06109
(203) 258-2400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 23, 1995
The Annual Meeting of Stockholders of Shared Technologies
Inc. (the "Company") will be held at the Company's headquarters
offices, located at 100 Great Meadow Road, Wethersfield, CT 06109 on
Tuesday, May 23, 1995 at 10:00 a.m., for the purpose of considering
and acting upon the following matters:
1. To elect one class of three directors;
2. To ratify the action of the Board of Directors appointing
Rothstein, Kass & Company, P.C. as auditors for the
Company;
3. To ratify the adoption by the Company of a formula stock
option plan for independent directors;
4. To increase the number of shares of Common Stock reserved
for issuance under the Company's 1987 Stock Option Plan
from 750,000 to 1,200,000; and
5. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Pursuant to the provisions of the Company's Bylaws, the Board
of Directors has fixed the close of business on April 11, 1995 as
the record date for determining the stockholders of the Company
entitled to notice of, and to vote at, the meeting or any
adjournment thereof.
Stockholders who do not expect to be present in person at the
meeting are urged to date and sign the enclosed proxy and promptly
mail it in the accompanying envelope. The proxy will not be used if
you attend and vote at the meeting in person or if you revoke the
proxy prior to the meeting.
By Order of the Board of Directors
KENNETH M. DORROS
Secretary
Dated: April 28, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN
THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETING. NO POSTAGE NEED BE AFFIXED IF THE
PROXY IS MAILED IN THE UNITED STATES.<PAGE>
SHARED TECHNOLOGIES INC.
100 Great Meadow Road, Suite 104
Wethersfield, Connecticut 06109
(203) 258-2400
- - - - - - - - - - - - - - -
Proxy Statement for the Annual Meeting of Stockholders
May 23, 1995
- - - - - - - - -
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Shared
Technologies Inc., a Delaware corporation (the "Company"), for use
at the Annual Meeting of Stockholders to be held on May 23, 1995 and
at any adjournment of that meeting. All proxies will be voted in
accordance with the instructions contained therein and, if no choice
is specified, the proxies will be voted in favor of the proposals
set forth in the accompanying Notice of Meeting. Any proxy may be
revoked by a stockholder at any time before it is exercised by
giving written notice to that effect to the Secretary of the
Company.
The Board of Directors has fixed April 11, 1995 as the record
date for determining stockholders who are entitled to vote at the
meeting. At the close of business on April 11, 1995, there were
outstanding and entitled to vote 7,615,706 shares of Common Stock of
the Company, $.004 par value per share ("Common Stock"). Each share
is entitled to one vote.
The presence of the holders of at least a majority in
interest of the outstanding shares of Common Stock of the Company is
necessary to constitute a quorum at the meeting. Therefore, holders
of not less than 3,807,854 shares of Common Stock must be present in
person or by proxy for there to be a quorum. Shares of Common Stock
represented by all proxies received, including proxies that withhold
authority for the election of directors and/or abstain from voting
on the ratification of the accountants, as well as "broker non-
votes", discussed below, count toward establishing the presence of a
quorum.
Assuming the presence of a quorum, directors of the Company
are elected by plurality vote of the shares of Common Stock present
in person or by proxy and voting in the election of directors.
Shares may be voted for or withheld from each nominee for election
as a director. Shares for which the vote is withheld and "broker
non-votes" will be excluded entirely and have no effect on the
election of directors of the Company.
Assuming the presence of a quorum, an affirmative vote of a
majority of the shares of Common Stock present in person or by proxy
and voting will be required for (i) the ratification of Rothstein,
Kass & Company, P.C. as the Company's independent accountants, (ii)
ratification of the adoption of a formula stock option plan for
independent directors, and (iii) increasing the number of shares
reserved for issuance under the Company's 1987 Stock Option Plan. As
to each such matter, shares may be voted for or against the matter
or may abstain from voting on the matter. Abstentions and "broker
non-votes," discussed below, are not counted in determining the
number of votes cast with respect to each matter.
Under applicable rules, brokers who hold shares of the
Company's Common Stock in street name have the authority to vote the
shares in the broker's discretion on "routine" matters if they have
not received specific instructions from the beneficial owner of the
shares. Item 1, the uncontested election of directors, and Item 2,
the ratification of independent accountants, are "routine" matters
for this purpose. With respect to matters which are determined by
the appropriate broker-dealer regulatory organization to be "non-
routine," which includes Items 3 and 4 on the agenda for this
meeting of the Company's stockholders, brokers may not vote shares
held in street name without specific instructions from the
beneficial owner. If a broker holding shares in street name submits
a proxy card on which the broker physically lines out the matter
(whether it is "routine" or "non-routine") or does not indicate a
specific choice ("for", "against" or "abstain") on a matter that is
"non-routine," that action is called a "broker non-vote" as to that
matter. "Broker non-votes", whether with respect to "routine"
matters, such as Items 1 and 2 on the agenda for this meeting, or
"non-routine" matters, are not counted in determining the number of
votes cast with respect to the matter. If a broker submits a proxy
but does not indicate a specific choice on a "routine" matter, the
shares will be voted as specified in the proxy card. At this meeting
of the Company's stockholders, shares represented by such a proxy
card would be voted for the election of the director nominees and
for ratification of the independent accountants.
The Company's Annual Report for the fiscal year ended
December 31, 1994 is being mailed to stockholders with the mailing
of this Notice and Proxy Statement on or about April 28, 1995.
MATTERS TO BE BROUGHT BEFORE THE MEETING
ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
The Board of Directors currently consists of eleven members,
divided into two classes of four directors each and one class of
three directors, with the terms of each class staggered so that the
term of one class expires at each annual meeting of the
stockholders. There is no standing committee of the Board of
Directors on nominations.
The terms of directors in one class, consisting of three
directors, James D. Rivette, William A. DiBella and Herbert L.
Oakes, Jr., expire at the 1995 annual meeting. All of the nominees
are currently members of the Board. Unless otherwise instructed in
the proxy, all proxies will be voted for the election of each of
these nominees to a three-year term expiring at the 1998 annual
<PAGE>
meeting, with each to hold office until his successor has been duly
elected and qualified. Stockholders who do not wish their shares to
be voted for a particular nominee may so indicate in the space
provided on the proxy card. Management does not contemplate that
any of the nominees will be unable to serve, but in that event,
proxies solicited hereby will be voted for the election of another
person or persons to be designated by the Board of Directors.
The following table and narrative sets forth information
regarding the principal occupation, other affiliations, committee
memberships and age, for the three nominees and each director
continuing in office.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THESE
NOMINEES.
<PAGE>
<TABLE>
<CAPTION>
Director Position Term
Name Age Since with Company Ends
- - - - - - - - - - - - - - - - - - - - ----
Nominees for Election:
<S> <C> <C> <C> <C>
William A. 51 1986 Director 1995
DiBella(2)(4)(6)...
Herbert L. Oakes, Jr. 48 1988 Director 1995
(4)(6)....
James D. 47 1992 President--
Rivette................ Shared
Tenant 1995
Services
Division and
Director
Directors Continuing in Office:
Anthony D. 56 1986 Chairman, 1997
Autorino(l)(5)(6).... President,
Chief
Executive
Officer and
Director
Thomas H. Decker 54 1992 Director 1997
(1)(5)(6)......
Vincent DiVincenzo 45 1992 Senior Vice 1997
(1)(5)....... President-
Administrat
ion and
Finance,
Treasurer,
Chief
Financial
Officer
and
Director
Ajit G. Hutheesing 59 1994 Director 1996
(3)(5)(6)....
Edward J. McCormack, 71 1991 Director 1997
Jr.(2)(3)(6)..
Jo McKenzie(2) 63 1991 Director 1996
(6)..............
Lewis M. Rambo(3) 57 1993 Director 1996
(6)...........
Ronald E. 45 1994 Director 1996
Scott.................
</TABLE>
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(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the 1986 Stock Option Plan Committee and the 1987 Stock
Option Plan Committee
(5) Member of the Strategic Steering Committee
(6) Member of the Planning Committee
William A. DiBella, director since April 1986. Since 1981, Mr.
DiBella has been a Connecticut State Senator and is currently Senate
Minority Leader. Prior thereto, he served as Chairman of the Finance,
Revenue and Bonding Committee. Mr. DiBella was Chairman of the
Metropolitan District Commission from 1977 to 1981, was a member of the
Hartford City Council from 1971 to 1979 and Deputy Mayor from 1975 to
1977.
Herbert L. Oakes, Jr., director since July 1988. Since April 1988,
Mr. Oakes has been a managing director of Oakes, Fitzwilliams & Co.
Limited, a member of The Securities Association and The International
Stock Exchange and an underwriter of the Company's 1988 and 1990 public
offerings. In 1982, Mr. Oakes founded and became President of H.L. Oakes
& Co., Inc., a corporate adviser and dealer in securities. Prior to
forming that firm, he was manager of the London bank of Dillon, Read &
Co., Inc. Mr. Oakes is also a director of a number of other companies,
including California Energy Company, Inc., Harcor Energy, Inc. and The
New World Power Corporation.
James D. Rivette, director since February 1992 and President-Shared
Tenant Services Division since February 1994. Between June 1991 and
December 1991, Mr. Rivette served as Vice President-Sales and in December
1991 he was promoted to Senior Vice President-Field Operations, Sales and
Marketing. For the five years prior to joining the Company, Mr. Rivette
was President and Chief Operating Officer of Coordinated Planning, Inc.,
which plans, designs and provides construction management for commercial
facilities. Prior thereto he was Vice President and General Manager for
United Technologies Building Systems Company. Mr. Rivette also held the
positions of Director of Administration and Manager, Service Marketing
for Otis Elevator-North American Operations.
Anthony D. Autorino , founder, Chairman, President and Chief
Executive Officer since January 1986. From January 1985 to January 1986,
Mr. Autorino was Chairman and Chief Executive Officer of ShareTech, a
joint venture formed in 1984 between United Technologies Corporation and
AT&T, as a provider of shared tenant services. He was President of
United Technologies Building Systems Company from 1981 to 1984 and was
its Chairman and Chief Executive Officer from 1984 to 1985. During that
period he developed the "intelligent building" concept and extended it to
include shared tenant services. Mr. Autorino joined the Hamilton
Standard Division of United Technologies in 1960, becoming a Vice
President in 1973, Executive Vice President in 1978 and President of the
Division in 1979. Mr. Autorino was Chairman of the firearms manufacturer
<PAGE>
Colt's Manufacturing Company, Inc. and of its parent company, CF Holding
Corp. from March 1990 to March 1992. He also served as Acting Chief
Executive Officer from September 1991 to December 1991. Colt's
Manufacturing Company, Inc. filed for Chapter 11 protection under the
federal bankruptcy laws in March 1992 and emerged from bankruptcy in
1994. Mr. Autorino is also a director of FiberVision Corporation, a
privately-held company that is engaged in the business of installing and
providing access to cable for television and other communications
Thomas H. Decker , director since May 1992. Since September 1992,
Mr. Decker has served as a Senior Vice President of Investments at
Prudential Securities in Hartford, Connecticut where he is a stockbroker.
From 1981 to September 1992 he was a stockbroker and served as a Senior
Vice President at the brokerage firm of Tucker Anthony Incorporated in
Hartford. Mr. Decker is a director of FiberVision Corporation, a cable-
access provider.
Vincent DiVincenzo, director since May 1992 and Senior Vice
President-Administration and Finance, Treasurer and Chief Financial
Officer since September 1993. Mr. DiVincenzo joined the Company in July
1988 and, served as its Vice President-Finance, Treasurer and Chief
Financial Officer until September 1993. From 1987 to 1988, Mr.
DiVincenzo was Controller of KCR Technology, Inc., a developer of
business machines. From 1982 to 1986, he was employed by Lorlin Test
Systems (formerly Eaton Corporation), a manufacturer of semi-conductor
test equipment, serving as controller in his last capacity. Prior to
1982, Mr. DiVincenzo served as Manager of General Accounting for Interrad
Corporation, a manufacturer of high-speed spray paint machines, and for
the ConDiesel Mobile Equipment Division of Condec Corporation.
Ajit G. Hutheesing, director since June 1994. Mr. Hutheesing is the
founder, Chairman and Chief Executive Officer of International Capital
Partners, Inc. ("ICP"), which specializes in providing expansion and
acquisition capital and advisory services to smaller growth companies.
Mr. Hutheesing has been an investment banker for 30 years. Prior to
starting ICP in 1988, he was Chairman of the Board and Director of
Corporate Finance of The Sherwood Group, a major wholesale market maker
in the over-the-counter market. Before joining Sherwood, Mr. Hutheesing
was with the J. Henry Schroder Corporation, the U.S. investment banking
unit of Schroders PLC, the international merchant bank, from 1975 to 1986
and was named Vice Chairman in 1982. Prior to that time, Mr. Hutheesing
spent ten years with the International Finance Corporation, the private
sector investment banking arm of the World Bank. Mr. Hutheesing is
Chairman of Age Wave, Inc., a pre-eminent provider of products and
services to the 50-plus market. He also serves as a director of Counsel
Corporation and Cryenco Sciences Inc. He was educated at Cambridge
University in England where he received a B.S. degree in chemistry,
physics and mathematics and an M.A. degree in chemical engineering. Mr.
Hutheesing holds an M.B.A. degree from Columbia University.
Edward J. McCormack, Jr., director since June 1991. Mr. McCormack
is a former three-term Attorney General of The Commonwealth of
Massachusetts. Mr. McCormack now practices law and is of counsel to the
law firm of Goldstein & Manello, P.C., Boston, Massachusetts,
<PAGE>
specializing in real estate law. From 1988 until September 1991, Mr.
McCormack was a senior partner of the law firm of McCormack & Putziger in
Boston. He is a former three-term Boston City Council member, having
served as President of the Council and Acting Mayor of the City of
Boston. Mr. McCormack has continued a family history of public service,
which started with his uncle, former Speaker of the U.S. House of
Representatives, John W. McCormack. Mr. McCormack is active in numerous
civic, community and philanthropic organizations.
Jo McKenzie, director since June 1991. Mrs. McKenzie is a former
Republican State Chairwoman of Connecticut and has held a wide variety of
Republican Party leadership positions at the federal, state and local
levels during the past 34 years. Recently, Mrs. McKenzie served as a
Republican National Committeewoman from Connecticut. Mrs. McKenzie is a
highly acclaimed restaurateur, having developed and operated several
highly rated dining and lodging establishments in Connecticut. From 1983
until 1993, she owned and operated Robert Henry's Restaurant of New
Haven, which has received a four-star rating from The New York Times and
numerous statewide, first-place rankings. Subsequently thereto, Mrs.
McKenzie has been a consultant to businesses providing hospitality
services.
Lewis M. Rambo , director since May 1993. From 1985 until August,
1993, Dr. Rambo was Senior Vice President and Director of Human Resources
of Arthur D. Little, Inc., a full-service consulting firm. Since August
1993, he has been a management consultant. Dr. Rambo has consulted
broadly in the areas of executive compensation, organizational analysis
and human resource utilization. He also has been involved in staff
development and training and has participated in Affirmative Action and
Equal Employment Opportunity planning in both the public and private
sectors. Prior to joining Arthur D. Little, Inc. in 1974, Dr. Rambo held
management positions with the General Electric Company and the Ford Motor
Company. He also has been a faculty member at several universities and
was a Woodrow Wilson National Fellow. Dr. Rambo serves as a director of
numerous public-interest and non-profit organizations.
Ronald E. Scott, Vice Chairman, Executive Vice President and Chief
Operating Officer of the Company since June 1994. In 1984, he founded
Martnet, Inc., the predecessor company of Dallas-based Access
Telecommunication Group, L.P. ("Access"), a provider of shared tenant
services and telecommunications management services. From 1987 to 1990,
Mr. Scott was President and Chief Executive Officer of Martnet, Inc., the
managing general partner of Access Communication, a joint venture between
Crow Central Office, Inc. and Martnet, Inc. From 1990 until June 1994,
he was the President and Chief Executive Officer of Access
Telemanagement, Inc., the managing general partner of Access. Mr. Scott
began his career in the telecommunications industry as Director of Sales
for Cox Cable Corporation and later served as Director of Marketing for
United Cable Television.
Board and Committee Meetings
<PAGE>
The Company has a standing Audit Committee of the Board of Directors
which provides the opportunity for direct contact between the Company's
independent public accountants and the Board. The Audit Committee met
once during the year ended December 31, 1994, to review the effectiveness
of the auditors during the annual audit, discuss the Company's internal
control policies and procedures and consider and recommend the selection
of the Company's independent public accountants.
The Company has a standing Compensation Committee of the Board of
Directors which provides recommendations to the Board regarding
compensation programs of the Company. The Compensation Committee met
twice during the year ended December 31, 1994.
The Company has two standing Stock Option Plan Committees which
administer its 1986 and 1987 Stock Option Plans. The Stock Option Plan
Committees did not meet during the year ended December 31, 1994.
The Company has an Executive Committee of the Board of Directors
which is authorized to act on behalf of the Board of Directors when the
Board is not in session. The Executive Committee is currently comprised
of Messrs. Autorino, DiVincenzo and Decker. The Executive Committee did
not meet during the year ended December 31, 1994.
The Company has a Strategic Steering Committee, which is authorized
to review, analyze and present to the Board of Directors various options,
such as strategic alliances. The Strategic Steering Committee is
currently comprised of Messrs. Autorino, DiVincenzo, Hutheesing and
Decker. The Strategic Steering Committee met twice during the year ended
December 31, 1994.
The Company formed a Planning Committee in February 1995, which is
authorized to provide oversight and review of the Company's
organizational structure and strategic planning. The Planning Committee
is currently comprised of Messrs. Autorino, Decker, DiBella, Hutheesing,
McCormack, Oakes and Rambo and Mrs. McKenzie.
During the year ended December 31, 1994, the Board of Directors held
five meetings. Each of the directors attended at least 75% of the total
number of meetings of the Board of Directors held during the period in
which they served on the Board, except for one current director of the
Company, Jo McKenzie, who attended 60% of such meetings. Each of the
directors also attended at least 75% of all committees of the Board of
Directors on which they respectively served, except for Vincent
DiVincenzo, who did not attend one of the two meetings of the Strategic
Steering Committee. The Company does not have a standing nominating
committee.
<PAGE>
Compensation of Directors
Directors who are not employees of the Company receive cash
compensation of $750 per meeting of the Board of Directors attended ($400
if attended by teleconference) and $500 for each committee meeting
attended ($400 if attended by teleconference), plus reimbursement of out-
of-pocket expenses for attendance at each Board or committee meeting.
At the annual meeting, the stockholders will be asked to approve a
formula-based stock option plan for independent directors (the
"Directors' Plan"), which was adopted by the Company's Board of Directors
on September 22, 1994. Under the "Directors' Plan", an independent
director is a director of the Company who is neither an employee nor a
principal stockholder of the Company. The Directors' Plan provides for a
one-time grant of an option to purchase 15,000 shares of Common Stock to
all independent directors who served during the 1994-95 term (namely,
Messrs. Decker, DiBella, Hutheesing, McCormack, Oakes and Rambo and Mrs.
McKenzie), issuable as of September 22, 1994.
The Directors' Plan further provides for the grant of an option to
purchase 15,000 shares of Common Stock to each independent director first
elected after September 22, 1994, the effective date of the Directors'
Plan.
Each independent director who received a one-time option grant on
September 22, 1994 who is elected to a new term as a director in 1995 or
1996 shall receive upon such reelection a grant of an option for 5,000 or
10,000 options, respectively. Reelection after 1996 of any independent
director in service as of September 22, 1994 shall entitle such director
to a grant of 15,000 options.
All options will be exercisable at the closing bid price for the date
preceding the date of grant on which there was a sale of Common Stock on
the principal national securities exchange on which the Common Stock was
then listed or admitted to trading. Options will vest at the rate of one-
third per year of service completed as a director, and are exercisable
for so long as the optionee continues as an independent director of the
Company and for a period of 90 days after the optionee ceases to be a
director of the Company. The options will in no event be exercisable for
a period in excess of ten years following the grant date. See "Proposal
to Approve Formula Stock Option Plan for Independent Directors."
PROPOSAL TO RATIFY CHOICE OF INDEPENDENT AUDITORS
(Item 2 on Proxy Card)
The Board of Directors has appointed Rothstein, Kass & Company,
P.C., independent auditors, to audit the books, records and accounts of
the Company for the 1995 fiscal year. In accordance with a resolution of
the Board of Directors, this selection is being presented to the
stockholders for ratification at the Annual Meeting of Stockholders.
Rothstein, Kass & Company, P.C. has no direct or indirect material
financial interest in the Company or its subsidiaries. Representatives
<PAGE>
of Rothstein, Kass & Company, P.C. are expected to be present at the
Annual Meeting of Stockholders and will be given the opportunity to make
a statement on behalf of Rothstein, Kass & Company, P.C. if they so
desire. The representatives also will be available to respond to
questions raised by those in attendance at the Annual Meeting of
Stockholders.
Proxies solicited by the Board of Directors will be so vote d unless
stockholders specify otherwise. Ratification by the stockholders is not
required. If the proposal is not approved by the stockholders, the Board
of Directors will not change the appointment for fiscal 1995, but will
consider the stockholder vote in appointing auditors for fiscal 1996.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
PROPOSAL TO APPROVE FORMULA STOCK OPTION PLAN
FOR INDEPENDENT DIRECTORS
(Item 3 on Proxy Card)
On September 22, 1994, the Board of Directors aut horized the
Directors' Plan, subject to approval by the stockholders. The Directors'
Plan defines an "independent director" as one who is neither an employee
nor a principal stockholder of the Company. The Directors' Plan provides
for a one-time grant of an option to purchase 15,000 shares of Common
Stock to all independent directors who served during the 1994-95 term
(namely, Messrs. Decker, DiBella, Hutheesing, McCormack, Oakes and Rambo
and Mrs. McKenzie), issuable as of September 22, 1994.
The Directors' Plan further provides for the grant of an option to
purchase 15,000 shares of Common Stock to each independent director first
elected after September 22, 1994, the effective date of the Directors'
Plan.
Each independent director who received a one-time option grant as of
September 22, 1994 who is elected to a new term as a director in 1995 or
1996 shall receive upon such reelection a grant of an option for 5,000 or
10,000 options, respectively. Reelection after 1996 of any independent
director in service as of September 22, 1994 shall entitle such director
to a grant of 15,000 options.
All such options will be exercisable at the closing bid price for the
date preceding the date of grant on which there was a sale of Common
Stock on the principal national securities exchange on which the Common
Stock was then listed or admitted to trading. Options will vest at the
rate of one-third per year of service completed as a director, and are
exercisable for so long as the optionee continues as an independent
director of the Company and for a period of 90 days after the optionee
ceases to be a director of the Company. The options will in no event be
exercisable for a period in excess of ten years following the grant
date. The maximum number of shares of Common Stock which may be issued
under the Directors' Plan is 250,000. THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR THIS PROPOSAL.
PROPOSAL TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE
1987 STOCK OPTION PLAN
<PAGE>
(Item 4 on Proxy Card)
On April 11, 1995, the Board of Directors authorized an increase in
the number of shares of Common Stock reserved for issuance under the
Company's 1987 Stock Option Plan ["the Option Plan"] to 1,200,000, from
750,000 previously authorized.
The Option Plan was created and exists for the purpose of providing
nonqualified stock options to employees and consultants of the Company.
Such options are viewed as a valuable method of providing additional
compensation in order to attract, incentivize and retain talented persons
for the Company's benefit. Although the Option Plan also includes
directors as eligible participants, it is anticipated that all future
grants to independent directors of the Company will be made pursuant to
the Directors' Plan. See "Proposal to Approve Formula Stock Option Plan
for Independent Directors."
As of April 14, 1995, there were 696,699 options issued and
outstanding under the Option Plan, plus 210,447 options which have been
exercised under the Option Plan since its inception in 1987. To the
extent that the aggregate number of options granted under the Option Plan
exceed 750,000, the number of shares currently reserved for issuance
under the Option Plan, a vote for this Proposal will not only increase
such number of shares reserved for issuance under the Option Plan but
will also constitute a ratification and approval of such excess. THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
executive officers of the Company who are not also directors. The
executive officers are elected annually by the Board of Directors
following the Annual Meeting of Stockholders and serve at the discretion
of the Board.
<TABLE>
<CAPTION>
Position
Name Age With Company
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- -
<S> <C> <C>
Kenneth M. Dorros 35 Vice President, General
Counsel
and Secretary
Thomas E. Dupont, Jr. 33 Controller
</TABLE>
<PAGE>
Kenneth M. Dorros, General Counsel since June 1986. Mr. Dorros
became Secretary in 1987 and was named a Vice President in 1992. Prior
thereto, he was Assistant General Counsel of ShareTech (a provider of
shared tenant services) since 1985. A graduate of Lehigh University,
Mr. Dorros received his law degree from the Fordham University School
of Law. He is admitted to the bars of New York and Connecticut.
Thomas E. Dupont, Jr., Controller since May 1994. From June 1990 to
April 1994, Mr. Dupont was a Senior Associate at the accounting firm of
Coopers & Lybrand. From June 1989 to May 1990 he was associated with
the accounting firm of John W. Clegg & Co. Mr. Dupont holds a B.A.
degree from the University of Connecticut and an M.B.A. from Bryant
College.
EXECUTIVE COMPENSATION
1. Report of the Compensation Committee
The Compensation Committee of the Board of Directors (the
"Committee") is responsible for establishing the compensation,
including bonus and incentive arrangements, of the Company's Chief
Executive Officer and to consider and approve or modify the
recommendations of the Chief Executive Officer as to the proposed
compensation of each executive officer of the Company and its operating
subsidiaries.
The compensation policy of the Company for its executive officers is
based on the following principles:
- The compensation program should support the strategic and
financial objectives of the Company by rewarding its
executive
officers for regular and significant improvement in
earnings and
increase in the value of the Company's Common Stock;
- The compensation program should reflect the highly
competitive
nature of the industry in which the Company operates,
and the fact
that the key executives throughout the industry are
known to each
other; and
- An important part of the compensation program is to
provide
performance-based incentives to executive officers by
way of
equity ownership so that, with successful performance
and the
consequent increase in the value of the Company, their
interests
become more and more aligned with those of the owners
of the
Company's Common Stock.
The Chief Executive Officer's salary and, when granted, bonus
and options to purchase stock of the Company, are determined
annually by the Committee based on the Committee's subjective
evaluation of a variety of factors, each of which is weighted,
again subjectively, by each member of the Committee according to
his own experience and background. Among the criteria used by each
member of the Committee in making his evaluation of the
appropriate compensation of the Chief Executive Officer to the
Company are:
the compensation of the chief executives of competitive
entities;
his influence on the performance of the Company t
management skills;
his ability to work with, influence and effectuate the
policies of the Board of Directors;
his skill in long range planning for the Company's future
growth and activities; and
the manner in which he positions the Company to succeed in
a highly competitive and diversified market.
These criteria are used by the members of the Committee in determining
each element of compensation. There is no specific relationship between
the performance of the Company and the compensation of the executive
officers, although, with respect to bonuses and stock options,
performance of the Company is given more weight by the Committee than
other criteria.
Respectfully submitted,
Lewis M. Rambo, Chairman
Edward J. McCormack, Jr.
Ajit G. Hutheesing
2. Report of the Chief Executive Officer
The Chief Executive Officer recommends to the Committee the proposed
compensation (other than his own) of each executive officer of the
Company and its operating subsidiaries.
In making his evaluation of the performance of an executive officer
in his or her area of responsibility, and in formulating his
recommendation to the Committee, while the Chief Executive Officer
adheres to the criteria and principles enunciated in the Committee's
<PAGE>
report set forth above, he relies most heavily on the following
criteria used by the Committee:
(a) the executive's influence on the performance of the Company
through his or her management skills;
(b) the executive's skill in long range planning for the Company's
future growth and activities; and
(c) the manner in which the executive positions the Company to
succeed in the future.
Respectfully submitted,
Anthony D. Autorino
The following table sets forth information concerning the
compensation paid or accrued by the Company and its subsidiaries to or
on behalf of the Company's Chief Executive Officer (the "named
executive officer") during the fiscal years ended December 31, 1994 and
1993. There were no other executive officers of the Company who earned
total salary and bonus in excess of $100,000 during the fiscal years
ended 1994 and 1993.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Long-Term All Other
Compensation Compensation Compensation
- - - - - - - - - - - - - - - - - - - -
Name and Principal Salary Bonus
Position Year ($) ($) Options/SARs ($)
- - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C> <C>
Anthony D.
Autorino
Chairman, 1994 $325,808 $ 15,000 120,000 $57,528 (1)
President
and
Chief Executive 1993 $269,280 $ 12,500 50,000 $4,947 (1)
Officer
</TABLE>
<PAGE>
- - - - - - - - - - - - - -
(1) Represents the market value of 1,351 shares of the Company's Common Stock
for 1994 and 886 shares of the Company's Common Stock for 1993
contributed to Mr. Autorino's account under the Company's Savings and
Retirement Plan. Under this plan, the Company makes contributions in
Company Common Stock equal in value to 50% of an employee's
contributions. The employee contribution may not exceed 20% of the
employee's salary, and the Company contribution may not exceed 5% of the
employee's salary. Company contributions are made monthly and the Common
Stock is valued at the closing (bid) price on the last day of the month
in which a contribution is made. Also includes $450 paid by the Company
in both 1994 and 1993 for Mr. Autorino's benefit for life insurance
through the Company's group life insurance policy. Also includes $47,448
for life insurance premiums and automobile lease expenses of $5,010 paid
in 1994 for the benefit of Mr. Autorino.
The following table sets forth information concerning the grant of
stock options during the year ended December 31, 1994 to the named
executive officer.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value
at Assumed
% of Total Annual Rates of
Options/SAR's Stock Price
Granted to Exercise or Appreciation for
Options/SAR's Employees in Base Price Expiration Option Term
Name Granted (#) Fiscal Year (#/Sh) Date 5% ($)/10%($)
- - - - - - -- - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - -
<S> <C> <C> <C> <C> <C>
Anthony D. 50,000(1) 41.8%(2) $4.00 12/14/02 $8,794/$12,150
Autorino
20,000(3) $3.25 7/31/02 $24,620/$34,100
50,000(4) $3.75 11/14/02 $26,400/$36,500
</TABLE>
<PAGE>
(1) Vest at the rate of one-third per year, commencing December 14,
1995. These options were granted in exchange for 50,000 options
exercisable at $5.50 per share, which were cancelled simultaneously with
the issuance of these options.
(2) This percentage would be 24.4% without the inclusion of the 50,000
exchanged options referenced in footnote 2 above.
(3) Vest at the rate of one-third per year, commencing July 31, 1995.
(4) Vest at the rate of one-third per year, commencing November 14,
1995.
- - - - - - - - - - - - - - - - - - - - - - - -
The following table sets forth information concerning unexercised options
held on December 31, 1994 by the named executive officer.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
Number of Value of
Unexercised Unexercised
Options/SARs at in-the-Money
Fiscal Year End(#) Options/SARs at
Exercisable/ Fiscal Year End($)
Unexercisable Exercisable/
Name - - - - - - - - Unexercisable
- - - - - - - - - - - - - - - - -
<S> <C> <C>
Anthony D. Autorino 141,250/120,000 $168,656/$42,500
</TABLE>
- - - - - - - - - - - - - - -
SECURITIES OWNERSHIP
The fo llowing table sets forth certain information as of
March 31, 1995, with respect to the Company's Common Stock owned by
(1) each director of the Company, (2) the executive officer named
in the Summary Compensation Table, (3) all directors and executive
officer of the Company as a group, and (4) each person who is known
by the Company to own beneficially more than five percent of the
Company's Common Stock. Unless otherwise indicated in the footnotes
to the table, all stock is owned of record and beneficially by the
persons listed in the table.
<TABLE>
<CAPTION>
Number of Percentage of
Shares Common Stock
Beneficially
Names and Addresses(1) Owned(2) Outstanding
- - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C>
Directors and Executive Officers
Anthony D. 1,139,946(3) 14.6%
Autorino................................
Chairman, President and
Chief Executive Officer
Ronald E. 168,405(4) 2.1%
Scott....................................
Director, Executive Vice President
and Chief Operating Officer
Vincent 18,062(5) *
DiVincenzo..................................
.....
Director, Senior Vice President -
Administration and Finance, Treasurer
and Chief Financial Officer
James D. 16,387(6) *
Rivette.................................
Director and President, Shared Tenant
Services Division
William A. 46,663(7) *
DiBella................................
Director
Herbert L. Oakes, *
Jr.............................. 22,886(8)
Director
Edward J. McCormack, 1.4*
Jr.......................... 106,377(9)
Director
Jo *
McKenzie.................................... 9,575(10)
....
Director
Thomas H. *
Decker.................................... 14,750(11)
Director
Lewis M. 2,800 (12) *
Rambo.....................................
Director
Ajit G. 3.9%
Hutheesing................................ 306,957(13)
Director
All directors and officers as a group (13
persons).. 1,875,486(14) 22.1%
Principal Stockholders
BEA Associates 1,780,693 23.3%
....................................
153 East 53rd Street
One Citicorp Center
New York, NY 10022
Access Trust,
Stuart M. Crow as Trustee 498,867 6.4
........................
2001 Ross Avenue, Suite 3200
Dallas, TX 75201
Wellington Management 418,000 5.5%
Company.......................
75 State Street
Boston, MA 02109
The Kaufmann Fund, 400,324 5.3%
Inc..............................
140 E. 45th Street, 43rd Floor
New York, NY 10017
</TABLE>
- - - - - - - - - - - - -
<PAGE>
* Less than 1%
(1) The address of each of the Company's directors is c/o the
Company, 100 Great Meadow Road, Suite 104, Wethersfield,
Connecticut 06109.
(2) Except as otherwise specifically noted, the number of shares
stated as being owned beneficially includes shares believed to
be held beneficially by spouses and minor children. The
inclusion herein of any shares deemed beneficially owned does
not constitute an admission of beneficial ownership of those
shares. Each stockholder possesses sole voting and investment
power with respect to the shares listed opposite such
stockholder's name, except as otherwise indicated.
(3) Includes 141,250 shares currently issuable upon exercise of
options exercisable within 60 days after March 31, 1995. Also
includes 98,750 shares owned of record by Mr. Autorino's
spouse, as to which Mr. Autorino disclaims beneficial
ownership. Also includes 5,828 shares owned by Mr. Autorino
through the Company's Savings and Retirement Plan as of March
31, 1995. Also includes 11,500 shares of Series D Preferred
Stock, which are convertible into 11,500 shares of Common
Stock, and 11,500 Common Stock Purchase Warrants, which are
convertible into an additional 11,500 shares of Common Stock.
Also, includes 17,500 shares of Series D Preferred Stock owned
of record by Mr. Autorino's spouse and 17,500 Common Stock
Purchase Warrants also owned by her, as to which shares and
warrants Mr. Autorino disclaims beneficial ownership.
(4) Includes Common Stock Purchase Warrants which are exercisable
for 101,250 shares of Common Stock as of, or within 60 days
after, March 31, 1995. Excludes 140,000 shares of Series F
Preferred Stock, which are convertable into 140,000 shares of
Common Stock, which such shares of Series F Preferred Stock are
subject to post-closing adjustments pursuant to the Company's
purchase of Access Telecommunication Group, L.P. (See "Certain
Relationships and Related Transactions").
(5) Includes 15,833 shares currently issuable upon exercise of
options exercisable as of, or within 60 days after, March 31,
1995. Also includes 1,777 shares owned by Mr. DiVincenzo
through the Company's Savings and Retirement Plan as of March
31, 1995.
(6) Includes 12,500 shares currently issuable upon exercise of
options exercisable as of, or within 60 days after, March 31,
1995. Also includes 1,000 shares owned by Mr. Rivette's
spouse, as to which Mr. Rivette disclaims beneficial ownership.
Also includes 2,116 shares owned by Mr. Rivette through the
Company's Savings and Retirement Plan as of March 31, 1995.
(7) Includes 17,913 shares currently issuable upon exercise of
options exercisable as of, or within 60 days after, March 31,
1995. Also includes 28,750 shares owned of record by Mr.
DiBella's spouse, as to which Mr. DiBella disclaims beneficial
ownership.
(8) Includes 9,575 shares currently issuable upon exercise of
options exercisable as of, or within 60 days after, March 31,
1995. Also includes 2,625 shares owned of record by Overseas
and Foreign Investors Inc., of which Mr. Oakes is an officer.
Also includes 1,687 shares owned of record by L&H
International, Inc., of which Mr. Oakes is an officer, director
and stockholder and 2,187 shares owned of record by H.L. Oakes
& Co., Inc., of which Mr. Oakes is an officer, director and
principal. Also included are 6,812 shares owned of record by
Overseas & Foreign Managers, Inc., of which Mr. Oakes is an
officer.
(9) Includes 9,500 shares currently issuable upon exercise of
options exercisable as of, or within 60 days after, March 31,
1995. Also includes 66,335 shares owned of record by Mr.
McCormack's spouse, as to which Mr. McCormack disclaims
beneficial ownership.
(10) Includes 9,575 shares currently issuable upon exercise of
options exercisable as of, or within 60 days after March 31,
1995.
(11)Includes 8,750 shares currently issuable upon exercise of
options exercisable as of, or within 60 days after, March 31,
1995.
(12)Includes 8,000 shares currently issuable upon exercise of
options exercisable as of, or within 60 days after, March 31,
1995.
(13)Includes 5,000 shares currently issuable upon exercise of
options exercisable as of or within 60 days after March 31,
1995. Also includes a Common Stock Purchase Warrant which is
convertible into 298,957 shares of Common Stock as of, or
within 60 days after March 31, 1995, which is owned of record
by International Capital Partners, Inc., of which Mr.
Hutheesing is the Chairman, Chief Executive Officer and a
stockholder.
(14) Includes a total of 236,229 shares which officers and directors
of the Company have the right to acquire under outstanding
stock options exercisable as of, or within 60 days after, March
31, 1995. Also includes 29,000 shares of Series D Preferred
Stock currently convertible into 29,000 shares of Common Stock
and 29,000 Common Stock Purchase Warrants, as set forth in
footnote 3 above. Also includes 13,245 shares owned by
officers and directors through the Company's Savings and
Retirement Plan as of March 31, 1995.
The following graph and chart compare the cumulative annual
stockholder return on the Company's Common Stock over the period
commencing December 29, 1989 through December 30, 1994 to that of
"Center for Research in Securities Prices ("CRSP") Total Return
Index for the Nasdaq Stock Market (U.S. Companies)" and the CRSP
Total Return Index for Standard Industrial Classification Code
4890--Communication Services, Not Elsewhere Classified ("SIC Code
Index") assuming the investment of $100 on December 29, 1989. In
calculating total annual stockholder return, reinvestment of
dividends is assumed. The stock performance graph and chart below
are not necessarily indicative of future price performance.
<PAGE>
[Please see chart attached to this Preliminary Proxy Statement as
Exhibit A, which is being filed with Form SE]
CUMULATIVE SHAREHOLDER RETURN
Certain Relationships and Related Transactions
As of December 31, 1993, approximately $288,000 had been paid
for life insurance premium payments made on behalf of Anthony D.
Autorino, the Company's President. The amount was repaid from the
proceeds of a $2,500,000 face value life insurance policy which was
owned by Mr. Autorino and whose estate was the beneficiary. In
January 1994, the beneficiary on the policy was changed from Mr.
Autorino's estate to the Company in order to reduce the premium
payments required by the Company. As of December 31, 1994, the
amount due to the Company related to premiums paid exceeded the cash
surrender value of the policy by $135,000. Accordingly, Mr.
Autorino has agreed to reimburse the Company for this amount.
On June 27, 1994, the Company purchased all of the
partnership interests of Access Telecommunication Group, L.P., a
Texas limited partnership ("Access"), which provides shared tenant
services and telecommunications management services. Ronald E.
Scott, a director, was the President and Chief Executive Officer of
Access Telemanagement, Inc., the managing general partner of Access,
and was also a limited partner of Access.
In January 1995, the Company sold 300,000 shares of its
Common Stock through a private placement offering with the
assistance of Oakes, Fitzwilliams & Co. Limited, ("O&F"), of which
Herbert L. Oakes, Jr., a director of the Company, is a managing
director. O&F received compensation from the Company for such
assistance in the amount of $102,000 and a warrant to purchase
30,000 shares of the Company's Common Stock for $5.00 per share.
The Company believes that these fees are comparable to fees that
would be charged by an unrelated third party providing similar
services.
OTHER MATTERS
The Board of Directors does not know of any other matters
which may come before the Annual Meeting of Stockholders. However,
if any other matters are properly presented at the Annual Meeting of
Stockholders, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with
their judgment on such matters.
All costs of solicitations of proxies will be borne by the
Company. In addition to solicitations by mail, the Company's
directors, officers and regular employees, without additional
remuneration, may solicit proxies by telephone, telegraph and
personal interviews. Brokers, custodians and fiduciaries will be
requested to forward proxy soliciting material to the owners of
<PAGE>
stock held in their names, and the Company will reimburse them for
-of-pocket expenses thereby incurred. out
STOCKHOLDER PROPOSALS
Any st ockholder desiring to present a proposal for
consideration at the Company's next annual meeting of stockholders,
which is currently scheduled to be held on May 30, 1996, must submit
the proposal to the Company so that it is received at the principal
executive offices of the Company, 100 Great Meadow Road, Suite 104,
Wethersfield, Connecticut 06109, on or before January 31, 1996. Any
stockholder desiring to submit a proposal should consult applicable
regulations of the Securities and Exchange Commission.
ADDITIONAL INFORMATION
In accordance with the provisions of Item 405 of Regulation
S-K, the Company knows of no delinquent filings under Section 16(a)
of the Exchange Act during the fiscal year ended December 31, 1994.
FORM 10-K
A COPY OF THE COMPANY'S FORM 10-K AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO ANY
STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE
SECRETARY, SHARED TECHNOLOGIES INC., 100 GREAT MEADOW ROAD, SUITE
104, WETHERSFIELD, CONNECTICUT 06109.
<PAGE>
SHARED TECHNOLOGIES INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Anthony D. Autorino,
Ronald E. Scott and Vincent DiVincenzo, or any of them, as
proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated
below, all shares of Common Stock of Shared Technologies Inc.
held of record by the undersigned on April 11, 1995 at the Annual
Meeting of Stockholders to be held on May 23, 1995, or any
adjournment thereof.
This proxy when properly executed will be voted in the
manner directed by the undersigned stockholder. If no direction
is made, this proxy will be voted "FOR" proposals 1,2,3,4 and 5.
Please sign exactly as name appears on the reverse side.
When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title of such. If a corporation,
please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership
name by general partner or other authorized person.
1. To elect one class of three directors
[] FOR all nominees. [] WITHHELD from all nominees.
FOR, except vote withheld from the following nominee(s):
2. To ratify the appointment of Rothstein, Kass and Company, P.C.
as
auditors for the Company. [] FOR [] AGAINST []
ABSTAIN
3. To ratify the adoption of a formula stock option plan for
independent
directors. [] FOR [] AGAINST []
ABSTAIN
4. To increase the number of shares reserved for issuance under
the 1987
Stock Option Plan from 750,000 to 1,200,000.
[] FOR [] AGAINST []
ABSTAIN
5. In their discretion, the proxies are authorized to vote upon
such
other business as may properly come before the meeting.
(PROXY IS CONTINUED AND IS TO BE SIGNED AND DATED ON THE OTHER
SIDE)
Account Number Number of Votes Proxy No.
Dated: __________________, 1995
-------------------------------
-------------------------------
( Signatures)
-------------------------------
-------------------------------
New Address
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY AND USE THE
ENCLOSED ENVELOPE.
