<PAGE> 1
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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Inotek Technologies Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] 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 for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
INOTEK TECHNOLOGIES CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 12, 1998
As a stockholder of INOTEK Technologies Corp. (the "COMPANY"), you are hereby
given notice of and invited to attend in person or by proxy the Annual Meeting
of Stockholders of the Company to be held at the offices of the Company, 11212
Indian Trail, Dallas, Texas on Monday, October 12, 1998 at 10:00 a.m. for the
following purposes:
1. To elect four directors for a one year term.
2. To transact such other business as may properly come before
the meeting and any adjournment(s) thereof.
The Board of Directors has fixed the close of business on August 17, 1998 as the
record date (the "RECORD DATE") for the determination of stockholders entitled
to notice of and to vote at such meeting and any adjournment(s) thereof. Only
stockholders of record at the close of business on the Record Date are entitled
to notice of and to vote at such meeting. The transfer books will not be closed.
You are cordially invited to attend the meeting. HOWEVER, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, MANAGEMENT DESIRES TO HAVE THE MAXIMUM
REPRESENTATION AT THE MEETING AND RESPECTFULLY REQUESTS THAT YOU DATE, EXECUTE
AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED STAMPED ENVELOPE FOR WHICH
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. A proxy may be revoked by
a stockholder at any time prior to its use as specified in the enclosed proxy
statement.
BY ORDER OF THE BOARD OF DIRECTORS
Susan I. Williamson, Secretary
Dallas, Texas
September 8, 1998
YOUR VOTE IS IMPORTANT
PLEASE EXECUTE AND RETURN THE ENCLOSED
PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED
<PAGE> 3
INOTEK TECHNOLOGIES CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 12, 1998
TO OUR STOCKHOLDERS:
The Board of Directors of INOTEK TECHNOLOGIES CORP., a Delaware corporation (the
"COMPANY"), is soliciting proxies to be voted at the Annual Meeting of
Stockholders of the Company to be held at the offices of the Company, 11212
Indian Trail, Dallas, Texas on Monday, October 12, 1998, at 10:00 a.m., and any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. The following information
is being furnished in connection with the solicitation of such proxies. The
approximate date on which this Proxy Statement and the enclosed proxy are first
being sent to stockholders entitled to notice of and to vote at the Annual
Meeting is September 8, 1998.
All valid proxies which are received will be voted, and, unless otherwise
specified thereon, they will be voted FOR the election of the four nominees for
director named under the heading "Election of Directors". If any nominee for
election as a director shall be unable to serve, proxies shall be voted for
another nominee designated by the Board of Directors. You may revoke your proxy
at any time before it is voted.
The record of stockholders entitled to notice of and to vote at the Annual
Meeting was taken as of the close of business on August 17, 1998. The total
outstanding capital stock of the Company as of August 17, 1998, consisted of
4,354,088 shares of common stock, par value $.01 per share (the "COMMON STOCK").
The presence, in person or by proxy, of the holders of a majority of such
outstanding shares of Common Stock shall constitute a quorum for the holding of
the Annual Meeting and the votes to be taken at such meeting.
The affirmative vote of a plurality of the votes cast by the holders of the
Common Stock present in person or by proxy is required for the election of
directors. Accordingly, the four nominees for director receiving the highest
number of affirmative votes of the shares present in person or by proxy and
entitled to vote, a quorum being present, shall be elected as directors.
The affirmative vote of a majority of all the votes entitled to be cast by the
holders of the Common Stock present in person or by proxy is required to approve
any other matters which may be presented at the Annual Meeting, other than
election of directors.
Each holder of Common Stock is entitled to one vote for each share held. There
is no right to cumulative voting as to any matter.
Votes cast in person or by proxy at the Annual Meeting will be tabulated by the
election inspectors appointed for the meeting and will determine whether or not
a quorum is present. The election inspectors will treat abstentions as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum but as unvoted for purposes of determining the approval of any
matter submitted to the stockholders for a vote. An abstention from voting on a
matter by a stockholder present in person or by proxy and entitled to vote at
the Annual Meeting will have the same legal effect as a vote "against" the
matter even though the stockholder or interested parties analyzing the results
of the voting may interpret such a vote differently.
1
<PAGE> 4
The election inspectors will treat broker non-votes as shares that are present
and entitled to vote for purposes of determining the presence of a quorum.
However, for purposes of determining the outcome of any matter as to which the
broker has physically indicated on the proxy that it does not have discretionary
authority to vote, those shares will be treated as not present and not entitled
to vote with respect to that matter (even though those shares are considered
entitled to vote for quorum purposes and may be entitled to vote on other
matters).
Votes withheld from any director will be counted for purposes of determining the
presence or absence of a quorum, but such withheld votes will otherwise have no
legal effect under Delaware law.
The enclosed Annual Report of the Company for the fiscal year ended May 31, 1998
is not part of the proxy solicitation material.
ELECTION OF DIRECTORS
PROPOSAL TO ELECT DIRECTORS
The Board of Directors nominates four of the Company's incumbent directors, Neal
E. Young, David L. White, Wilson J. Prokosch, and Dennis W. Stone, to serve as
directors of the Company until the 1999 Annual Meeting of Stockholders or until
their respective successors are elected and qualify. Each such nominee has
consented to being named as a nominee in this Proxy Statement, and to serve if
elected. Management has no reason to believe that any of the nominees will be
unable to serve.
The Board recommends that stockholders vote FOR each of the nominees for the
Board. The persons named in the accompanying proxy will vote FOR each of such
nominees except where authority has been withheld as to a particular nominee or
as to all nominees.
INFORMATION REGARDING DIRECTORS/DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
Information relating to the four directors/director nominees and the executive
officers of the Company is set forth below.
<TABLE>
<CAPTION>
NAME AGE TITLE DIRECTOR SINCE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Neal E. Young 54 Chairman of the Board of Directors(1) 1984
David L. White 45 Chief Executive Officer and Director(2) 1985
Dennis W. Stone 40 President and Director(3) 1996
Wilson J. Prokosch 52 Director(4) 1991
Gerald Gantt 52 Vice-President, Operations(5) __
</TABLE>
2
<PAGE> 5
- -----------------------
(1) From June 1989 to October 1991, Mr. Young served as Chairman of the Board
and Chief Executive Officer of Entronics Corporation, a predecessor of the
Company. From November 1991 to date, Mr. Young has served in his present
capacity with the Company.
(2) From June 1989 to October 1991, Mr. White served as President and Chief
Operating Officer of Entronics Corporation. From November 1991 to date,
Mr. White has served in his present capacity with the Company.
(3) From February 1991 to June 1994, Mr. Stone served as General Manager of
Texas for the Company. From June 1994 to December 1994, Mr. Stone served
as Vice-President and General Manager-INOTEK West and from December 1994
to August 1996, Mr. Stone served as Executive Vice President-Sales. Since
August 1996, Mr. Stone has served as President.
(4) From 1990 to October 1991, Mr. Prokosch served as OEM Director for North
American Operations with Madge Networks, Inc. From October 1991 to January
1996, Mr. Prokosch has served as Director of OEM-Sales North America for
Olicom USA, Inc. Since July 1996, Mr. Prokosch has served as Business
Development Manager of Hitachi Computer Products (America, Inc.).
(5) For more than five years prior to October 1991, Mr. Gantt served as
Operations Manager of the Company. From October 1991 to date, Mr. Gantt
has served in his present capacity with the Company.
MEETINGS OF BOARD OF DIRECTORS AND AUDIT COMMITTEE
The Board of Directors of the Company held three formal meetings during the last
fiscal year. Each of the directors who is nominated in this Proxy Statement and
who served last year as a director attended at least 75% of such Board meetings
(plus, in the case of the members of the Audit Committee described below, the
meeting of such Audit Committee) held during the fiscal year ended May 31, 1998.
The Company has a standing Audit Committee of the Board of Directors, which
currently consists of the outside director. The Audit Committee nominates the
independent certified public accountants to report on the financial statements
of the Company, approves transactions between the Company and related parties,
and recommends internal controls of the Company. The Audit Committee held one
committee meeting during the Company's fiscal year ended May 31, 1998.
The Board of Directors has not established either a Nominating Committee or a
Compensation Committee, or any committees performing similar functions.
3
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT
AND PRINCIPAL STOCKHOLDERS
The following table sets forth, as of August 17, 1998, the beneficial ownership
of certain executive officers of the Company, and of each director, nominee for
director, and other person known to management of the Company to own
beneficially more than five percent of the outstanding Common Stock. As defined
in Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, beneficial
ownership includes shares issued and outstanding and outstanding options and
warrants to acquire Common Stock that are exercisable within sixty days.
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Neal E. Young* 2,556,390 (2)(3)(4)(5) 51.0%
David L. White* 2,561,500 (2)(3)(4)(5) 51.1%
Dennis W. Stone* 81,150 (6) ***
Wilson J. Prokosch* 8,000 (7) ***
All directors and executive
officers as a group
(5 persons) 3,087,200(2)(4)(5)(6)(7)(8) 61.6%
</TABLE>
- -------------------------------------
* Director/director nominee
*** Less than one percent
(1) Each person has sole voting and sole investment power with respect to all
shares set forth in the table unless otherwise indicated.
(2) Includes 2,139,950 shares owned by Treble Investments, a partnership in
which Mr. Young and Mr. White each have a 50% ownership interest. Messrs.
Young and White share voting power and investment power with respect to
all of such shares and, therefore, under the applicable rules of the
Securities and Exchange Commission all of such shares are included for
both Messrs. Young and White.
(3) The address of Messrs. Young and White is 2815 Satsuma Drive, Dallas, TX,
75229.
(4) Excludes 4,000 shares held in trust for the benefit of Mr. Young's minor
children and 4,000 shares held in trust for the benefit of Mr. White's
minor children, in which both Mr. Young and Mr. White disclaim any
beneficial ownership.
(5) Includes stock purchase warrants for 250,000 shares of Common Stock,
exercisable at $.50 per share, which expire on February 11, 2001, for each
of Messrs. Young and White. See "Compensation Committee Interlocks and
Insider Participation."
(6) Includes 79,750 shares granted to Mr. Stone in either the Prior Option
Plan or the current option plan, each exercisable at a per share price of
$.50. Such options are outstanding and currently exercisable in accordance
with their respective terms.
4
<PAGE> 7
(7) Includes 5,000 shares, each issuable upon the exercise of options at a per
share price of $0.50, granted pursuant to the Prior Option Plan. Such
options are outstanding and currently exercisable in accordance with their
respective terms.
(8) Includes 10,500 shares granted to Mr. Gantt an executive officer of the
Company not separately named in the above table pursuant to either the
Prior Option Plan or the current option plan. Such options are outstanding
and currently exercisable in accordance with their respective terms. Also
includes 610 shares of Common Stock owned by Mr. Gantt.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to compensation for each
of the fiscal years ended May 31, 1998, 1997 and 1996, awarded to, earned by or
paid to (i) the Chief Executive Officer of the Company at May 31, 1998 and (ii)
all other executive officers of the Company at May 31, 1998 whose total annual
salary and bonus exceeded $100,000 for the fiscal year ended May 31, 1998
(collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
AWARDS
OPTIONS/ ALL OTHER
NAME AND SARS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) (#) ($)(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Neal E. Young 1998 240,000 92,500 0 5,066
Chairman of 1997 240,000 122,500 0 5,076
the Board 1996 233,000 80,000 0 3,735
David L. White 1998 240,000 92,500 0 5,066
Chief Executive 1997 240,000 122,500 0 5,076
Officer 1996 233,000 80,000 0 3,735
Dennis W. Stone 1998 132,500 56,000 0 5,066
Executive 1997 118,583 62,500 0 4,598
Vice-President-Sales 1996 102,752 32,500 0 3,281
</TABLE>
(1) Amounts represent the Company's matching contributions made for the
respective accounts of the Named Executive Officers under the Company's 401(k)
Plan. Such contributions were determined on the same basis as for all other
participants in such plan.
5
<PAGE> 8
FISCAL YEAR-END VALUES OF UNEXERCISED OPTIONS
The following table sets forth information with respect to the unexercised
options to purchase Common Stock granted in prior years under the Prior Option
Plan to the Named Executive Officers and held by them at May 31, 1998, and the
value of such unexercised options as of May 31, 1998 based on the closing price
of the Company's Common Stock on such date.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Neal E. Young 0/0 0/0
David L. White 0/0 0/0
Dennis W. Stone 35,750/0 0/0
</TABLE>
DIRECTOR COMPENSATION
Executive officers of the Company do not receive compensation for serving on the
Board of Directors. Non-management directors are entitled to receive directors'
fees of $1,000 per Board meeting attended. Members of the Audit Committee do not
receive compensation for serving on such committee. Except as provided in this
paragraph, no other compensation was paid to any director by the Company during
the last fiscal year for any service provided as a director of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The only officers and employees of the Company, or former officers of the
Company, who, during the last fiscal year, participated in deliberations of the
Company's Board of Directors concerning executive officer compensation were
directors Young and White, who also serve as the Chairman of the Board and Chief
Executive Officer, respectively.
During fiscal 1991, Messrs. Young and White, each of whom owns more than five
percent of the outstanding Common Stock, agreed to make available to the Company
an unsecured, ten-year standby line of credit of $500,000, available on demand
and renewable annually. Principal borrowed under such line of credit bears
interest at a fixed rate per annum equal to the bank prime rate plus 2%,
determined on the date of the loan in question. During fiscal 1997, $80,000 was
borrowed by the Company under such line of credit and paid in full during fiscal
year 1998. An aggregate of $3,166.04 in accrued interest was paid to Messrs.
Young and White during fiscal 1998 under such line of credit.
In consideration of the standby line of credit referred to above, during fiscal
1991 the Company granted Messrs. Young and White stock purchase warrants
exercisable for up to 250,000 shares of Common Stock each. Such stock purchase
warrants are exercisable at any time at an exercise price of $.50 per share.
Such stock purchase warrants expire on February 11, 2001.
6
<PAGE> 9
COMPENSATION REPORT OF BOARD OF DIRECTORS
The Board of Directors has not established a Compensation Committee or any
committee performing similar functions. The compensation policies and annual
compensation applicable to the Company's executive officers are established by
the Board of Directors each year during a regularly scheduled meeting, based
upon recommendations with respect thereto made to the Board as discussed below.
The Company's executive compensation program is comprised of annual base
salaries, annual cash bonuses and long-term incentive compensation in the form
of stock options, and various benefits such as health insurance and
participation in the Company's 401(k) Plan which are generally available to all
employees of the Company. The Company's compensation policies are intended to be
designed to attract, motivate, reward and retain experienced, qualified
personnel with the talent necessary to achieve the Company's performance
objectives.
The Chairman of the Board and the Chief Executive Officer of the Company make
recommendations to the Board of Directors each fiscal year with respect to the
proposed annual base salaries and annual cash bonuses to be paid by the Company
to the Named Executive Officers and all other executive officers. Such
recommendations are not based on a comparison of the Company (or its financial
performance) to other companies, or on the change in the market price of the
Company's Common Stock. The amounts of annual base salaries and annual cash
bonuses established by the Board of Directors for the Company's executive
officers have generally closely approximated the amounts recommended to the
Board as discussed above.
Recommendations with respect to the annual base salaries to be paid to the
Company's executive officers in a fiscal year are generally based upon an
evaluation of (i) the financial performance of the Company as a whole for the
prior fiscal year, including evaluation of the actual results of the Company in
the prior fiscal year in various financial categories (primarily net sales and
earnings before income taxes) as compared to budgeted amounts for such financial
categories for such fiscal year and actual results for prior years, and (ii) how
the executive officer in question is generally perceived to have performed the
duties and responsibilities assigned to him by the Company. The evaluation is
informal and subjective in nature; in general, no one criteria or factor is
given more weight than the other. However, with respect to the Named Executive
Officers more weight is given to the overall financial performance of the
Company (with primary emphasis, in the case of the annual base salaries for the
Chairman of the Board and the Chief Executive Officer, on the amount of the
Company's earnings before income taxes as compared to budgeted amounts and prior
years' results). Depending upon such subjective evaluation, annual base salary
increases for executive officers other than the Named Executive Officers have
generally ranged from zero to eight percent, with the majority being in the
range of zero to five percent.
Recommendations with respect to the amount of annual cash bonuses to be paid to
the Named Executive Officers in a given fiscal year are generally based upon an
evaluation of the financial performance of the Company as a whole, with the
predominant factor being the amount of the Company's earnings before income
taxes in such fiscal year and the change in the amount thereof as compared to
prior years. The evaluation is subjective in nature; no set formula is used.
Annual bonuses with respect to the executive officers other than the Named
Executive Officers are generally based upon (i) the profitability of such
executive officer's department (e.g., sales department) within the Company, and
(ii) a subjective evaluation of how the executive officer in question performed
the responsibilities assigned to him by the Company. For this purpose,
"profitability" is generally determined based on that department's earnings
before incomes taxes, after allocation of corporate overhead, all as determined
in accordance with the Company's normal accounting practices (except that with
respect to departments, such as accounting, that do not directly generate
revenues, it is generally determined based on actual costs allocated to that
department under the Company's normal accounting practices as compared to
budgeted costs for that department).
7
<PAGE> 10
Grants of options to executive officers under the New Option Plan are made by
the Committee administering such plan based primarily upon recommendations
received from the Company's C.E.O. Such recommendations are based upon the
C.E.O's subjective evaluation of the potential of the proposed option grantees
and of the overall performance of the potential option grantees in the areas of
responsibility assigned to them by the Company, and not on any specific factors
or formula.
Other compensation paid by the Company to its executive officers consists of
matching contributions made by the Company on behalf of its executive officers
to the Company's 401(k) Plan and the provision of medical and dental insurance
benefits. Such additional benefits are made available to the Company's executive
officers on substantially the same basis as available generally to all Company
employees.
BOARD OF DIRECTORS
Neal E. Young Dennis W. Stone
David L. White Wilson J. Prokosch
8
<PAGE> 11
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total stockholder return on the Company's Common Stock during the five fiscal
years ended May 31, 1998 with the cumulative total return on the CRSP Index for
the NASDAQ Stock Market and CRSP Index for NASDAQ Non-financial Stocks. The
comparison assumes $100.00 was invested on May 31, 1993, and assumes
reinvestment of all dividends. The stock price performance shown on the graph
below is not necessarily indicative of future stock price performance.
The Company selected NASDAQ Non-financial Stocks as its peer group for purposes
of the following graph because (i) the Company believes that it is the peer
group that most accurately approximates the Company's business, and (ii) the
Company is not aware of a published industry or line-of-business index that
consists of issuers whose respective industries or businesses are comparable to
those of the Company, or of a significant number of publicly-traded companies
engaged in business comparable to that of the Company.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR INOTEK TECHNOLOGIES CORP.
<TABLE>
<CAPTION>
COMPANY MARKET PEER
DATE INDEX INDEX INDEX
- -----------------------------------------------------
<S> <C> <C> <C>
5/28/93 100.000 100.000 100.000
6/30/93 108.333 100.461 100.104
7/30/93 87.500 100.580 99.255
8/31/93 75.000 105.778 105.070
9/30/93 125.000 108.928 107.925
10/29/93 175.000 111.376 111.303
11/30/93 141.667 108.057 108.034
12/31/93 241.667 111.069 111.217
1/31/94 208.333 114.440 114.947
2/28/94 250.000 113.372 113.758
3/31/94 266.667 106.400 105.881
4/29/94 204.167 105.019 103.449
5/31/94 208.333 105.275 102.650
6/30/94 150.000 101.424 97.637
7/29/94 154.167 103.505 100.200
8/31/94 150.000 110.104 107.033
9/30/94 125.000 109.822 107.320
10/31/94 150.000 111.980 110.446
11/30/94 100.000 108.266 106.835
12/30/94 95.833 108.569 106.944
1/31/95 133.333 109.178 106.567
2/28/95 108.333 114.952 112.059
3/31/95 116.667 118.360 116.022
4/28/95 100.000 122.087 120.185
5/31/95 95.833 125.237 122.940
6/30/95 133.333 135.386 134.158
7/31/95 91.667 145.338 144.392
8/31/95 127.083 148.285 146.288
9/29/95 133.333 151.695 149.580
10/31/95 87.500 150.825 148.057
11/30/95 70.833 154.367 150.837
12/29/95 91.667 153.544 149.044
1/31/96 81.250 154.301 150.119
2/29/96 85.417 160.174 156.778
3/29/96 91.667 160.705 156.550
4/30/96 75.000 174.037 171.725
5/31/96 129.167 182.028 180.339
6/28/96 104.167 173.823 170.343
7/31/96 79.167 158.345 153.060
8/30/96 87.500 167.217 161.632
9/30/96 95.833 180.007 174.648
10/31/96 91.667 178.019 171.473
11/29/96 77.083 189.024 181.792
12/31/96 83.333 188.853 181.123
1/31/97 91.667 202.276 195.134
2/28/97 87.500 191.088 181.429
3/31/97 100.000 178.613 168.938
4/30/97 112.500 184.197 174.553
5/30/97 116.667 205.071 195.676
6/30/97 150.000 211.350 200.213
7/31/97 116.667 233.660 222.276
8/29/97 145.833 233.303 221.956
9/30/97 141.667 247.106 234.558
10/31/97 116.667 234.308 220.347
11/28/97 116.667 235.483 219.994
12/31/97 125.000 231.720 212.530
1/30/98 116.667 238.991 222.016
2/27/98 108.333 261.428 244.791
3/31/98 87.500 271.070 253.921
4/30/98 70.833 275.661 258.438
5/29/98 54.167 260.545 243.896
</TABLE>
9
<PAGE> 12
CERTAIN TRANSACTIONS
During fiscal 1996, the Company repurchased 121,109 shares of Common Stock from
Robert A. Reese, Jr., a former officer of the Company, under an agreement
requiring the Company, at Mr. Reese's option, to acquire his shares at a price
of $3.125 per share. At May 31, 1998, no additional shares of Common Stock were
eligible for repurchase under any agreement.
For information regarding certain transactions between the Company and Messrs.
Young and White, each of whom owns more than five percent of the outstanding
Common Stock and is a director and executive officer of the Company, see
"Compensation Committee Interlocks and Insider Participation".
AUDITORS
Grant Thornton LLP, independent certified public accountants, are the auditors
of the accounts of the Company for the fiscal year ended May 31, 1998. It is
anticipated that representatives of Grant Thornton LLP will be present at the
Annual Meeting on October 12, 1998, with the opportunity to make a statement if
they so desire and to respond to appropriate questions raised at the Annual
Meeting or submitted to them in writing before the Annual Meeting.
Independent certified public accountants for the current fiscal year ending May
31, 1998 will be selected by the Board of Directors upon nomination of the Audit
Committee.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of the Board of Directors of the
Company. The cost of soliciting proxies in the accompanying form will be borne
by the Company. In addition to use of the mail, employees of the Company may
solicit proxies by personal interview, telephone or telegraph, but will receive
no additional compensation therefor. Upon request, the Company will reimburse
brokers, dealers, banks and trustees, or their nominees, for reasonable expenses
incurred by them in forwarding proxy material to beneficial owners of shares of
Common Stock entitled to notice of and to vote at the Annual Meeting.
REVOCABILITY OF PROXY
Shares represented by valid proxies will be voted in accordance with
instructions contained therein, or in the absence of such instructions, in
accordance with the Board of Directors' recommendations. Any stockholder of the
Company has the unconditional right to revoke his proxy at any time prior to the
voting thereof by any action inconsistent with the proxy, including notifying
the Secretary of the Company in writing, executing a subsequent proxy, or
personally appearing at the Annual Meeting and casting a contrary vote. However,
no such revocation shall be effective until the Company receives notice of
revocation prior to the vote in question at the Annual Meeting.
PROPOSALS OF STOCKHOLDERS FOR 1999 ANNUAL MEETING
A proper proposal submitted by a stockholder in accordance with applicable rules
and regulations for presentation at the Company's Annual Meeting of Stockholders
in 1999 and received at the Company's executive offices no later than May 20,
1999 will be included in the Company's Proxy Statement and form of proxy
relating to such Annual Meeting.
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OTHER MATTERS
The Board of Directors is not aware of any matters to be presented for action at
the Annual Meeting other than the matters set forth herein. Should any other
matter requiring a vote of stockholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by
such proxies discretionary authority to vote the same in accordance with their
judgment of what is in the best interest of the Company.
NO INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be incorporated by
reference into any filing by the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, the sections of
this Proxy Statement entitled "Compensation Report of Board of Directors" and
"Stock Performance Graph" shall not be deemed to be so incorporated, unless
specifically otherwise provided in any such filing.
AVAILABILITY OF FORM 10-K REPORT
UPON WRITTEN REQUEST TO SUSAN I. WILLIAMSON, CORPORATE SECRETARY, INOTEK
TECHNOLOGIES CORP., 11212 INDIAN TRAIL, DALLAS, TEXAS 75229, THE COMPANY WILL
PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, REQUIRED
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE COMPANY'S FISCAL
YEAR ENDED MAY 31, 1998. A NOMINAL FEE WILL BE CHARGED FOR A COPY OF THE
EXHIBITS TO SUCH REPORT.
BY ORDER OF THE BOARD OF DIRECTORS,
SUSAN I. WILLIAMSON
CORPORATE SECRETARY
SEPTEMBER 8, 1998
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