PROXY
MICRONETICS WIRELESS, INC.
26 Hampshire Drive
Hudson, NH 03051
This Proxy is solicited on behalf of the Board of Directors.
The undersigned, revoking all proxies, hereby appoints
Richard S. Kalin and David Siegel and each of them, proxies with
power of substitution to each, for and in the name of the
undersigned to vote all shares of Common Stock of Micronetics
Wireless, Inc. (the "Company") which the undersigned would be
entitled to vote if present at the Annual Meeting of Shareholders
of the Company to be held on October 2, 1997, at 10:30 A.M. at
the offices of Kalin & Banner and any adjournments thereof, upon
the matters set forth in the Notice of Annual Meeting.
The undersigned acknowledges receipt of the Notice of Annual
Meeting, Proxy Statement and the Company's 1997 Annual Report.
1. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD Authority
below (except as marked vote for all nominees
to the contrary below) listed below
(INSTRUCTION: To withhold authority to vote for an individual
nominee, strike a line through such nominee's name in the list
below.)
ROY L. BOE, RICHARD S. KALIN, BARBARA MEIRISCH, AND DAVID SIEGEL
2. IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING
FOR AGAINST ABSTAIN
PLEASE SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
and when properly executed will be voted as directed herein. If no
direction is given, this Proxy will be voted FOR Proposals 1 and 2.
Date: , 1997
(Signature)
(Signature, if held jointly)
Where stock is registered in the names
of two or more persons ALL should sign.
Signature(s) should correspond exactly
with the name(s) as shown above. Please
sign, date and return promptly in the
enclosed envelope. No postage need be
affixed if mailed in the United States.
Requests for copies of proxy materials, the Company's Annual
Report for its fiscal year ended March 31, 1997 on Form 10-KSB
should be addressed to Shareholder Relations, Micronetics Wireless,
Inc., 26 Hampshire Drive, Hudson, New Hampshire 03051. This
material will be furnished without charge to any shareholder
requesting it.
<PAGE>
MICRONETICS WIRELESS, INC.
(a Delaware corporation)
Notice of 1997 Annual Meeting
of Shareholders to be held
at 10:30 A.M. on October 2, 1997
To the Shareholders of
MICRONETICS WIRELESS, INC.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of
Shareholders (the "Meeting") of MICRONETICS WIRELESS, INC. (the
"Company") will be held on October 2, 1997 at 10:30 a.m. at the
offices of Kalin & Banner, 757 Third Avenue - 7th Floor, New York,
NY 10017 to consider and vote on the following matters described
under the corresponding numbers in the attached Proxy Statement:
1. Election of four directors; and
2. Such other matters as may properly come before the
Meeting.
The Board of Directors has fixed August 20, 1997 at the close
of business, as the record date for the determination of
shareholders entitled to vote at the Meeting, and only holders of
shares of Common Stock of the Company of record at the close of
business on that day will be entitled to vote. The stock transfer
books of the Company will not be closed.
A complete list of shareholders entitled to vote at the
Meeting shall be available for examination by any shareholder, for
any purpose germane to the Meeting, during ordinary business hours
from September 1, 1997 until the Meeting at the offices of the
Company. The list will also be available at the Meeting.
Whether or not you expect to be present at the Meeting, please
fill in, date, sign, and return the enclosed Proxy, which is
solicited by management. The Proxy is revocable and will not
affect your vote in person in the event you attend the Meeting.
By Order of the Board of
Directors
Donna Hillsgrove, Secretary
Date: September 1, 1997
Request for additional copies of proxy material and the Company's
Annual Report for its fiscal year ended March 31, 1997 should be
addressed to Shareholder Relations, Micronetics Wireless, Inc., 26
Hampshire Drive, Hudson, NH 03051. This material will be
furnished without charge to any shareholder requesting it.
MICRONETICS WIRELESS, INC.
26 Hampshire Drive
Hudson, NH 03051
Proxy Statement
The enclosed proxy is solicited by the management of
Micronetics Wireless, Inc. (the "Company") in connection with the
1997 Annual Meeting of Shareholders (the "Meeting") to be held on
October 2, 1997 at 10:30 A.M. at the offices of Kalin & Banner,
757 Third Avenue - 7th Floor, New York, NY 10017 and any
adjournment thereof. The Board of Directors has set August 20, 1997
as the record date for the determination of shareholders entitled
to vote at the Meeting. A shareholder executing and returning a
proxy has the power to revoke it at any time before it is exercised
by filing a later proxy with, or other communication to, the
Secretary of the Company or by attending the Meeting and voting in
person.
The proxy will be voted in accordance with your directions as
to:
(1) The election of the four persons listed herein as
directors of the Company; and
(2) Such other matters as may properly come before the
Meeting.
In the absence of direction, the proxy will be voted in favor
of management's proposals.
The entire cost of soliciting proxies will be borne by the
Company. The costs of solicitation, which represent an amount
believed to be normally expended for a solicitation relating to an
uncontested election of directors, will include the costs of
supplying necessary additional copies of the solicitation materials
and the Company's Annual Report to Shareholders for its fiscal year
ended March 31, 1997 (the "Annual Report") to beneficial owners of
shares held of record by brokers, dealers, banks, trustees, and
their nominees, including the reasonable expenses of such
recordholders for completing the mailing of such materials and
Annual Reports to such beneficial owners.
Only shareholders of record of the Company's 3,188,658 shares
of Common Stock (the "Common Stock") outstanding at the close of
business on August 20, 1997 will be entitled to vote. Each share of
Common Stock is entitled to one vote. Holders of a majority of the
outstanding shares of Common Stock must be represented in person or
by proxy in order to achieve a quorum. The proxy statement, the
attached notice of meeting, the enclosed form of proxy and the
Annual Report are being mailed to shareholders on or about September 1,
1997.
<PAGE>
1. ELECTION OF DIRECTORS
Four directors are to be elected by a majority of the votes
cast at the Meeting, each to hold office until the next Annual
Meeting of Shareholders and until his or her respective successor
is elected and qualifies. The persons named in the accompanying
proxy have advised management that it is their intention to vote
for the election of the following nominees as directors unless
authority is withheld:
Roy L. Boe
Richard S. Kalin
Barbara Meirisch
David Siegel
Management has no reason to believe that any nominee will be
unable to serve. In the event that any nominee becomes
unavailable, the proxies may be voted for the election of such
person or persons who may be designated by the Board of Directors.
The following table sets forth certain information as to the
persons nominated for election as directors of the Company at the
Meeting:
Position with Director
Name Age the Company Since
Richard S. Kalin 42 Chief Executive Officer, April 1987
Chairman, President,
and Director
Roy L. Boe 66 Director January 1994
Barbara Meirisch 55 Director September 1996
David Siegel 69 Director April 1987
Mr. Richard S. Kalin was appointed Chief Executive Officer in
January 1992 and Chairman of the Board in June 1989. Prior thereto
he had been Secretary and a director of the Company since April
1987. Mr. Kalin is also Secretary and a director of Pentech
International, Inc., a manufacturer and distributor of stationery
products and Wanderlust Interactive, Inc., an interactive,
multimedia publisher. He has also been engaged in the private
practice of law since 1978, and currently is a partner of Kalin &
Banner, counsel to the Company.
Mr. Roy L. Boe has been a director of the Company since
January 1994. Mr. Boe is President of the Worcester IceCats, a
professional ice hockey team located in Worcester, Massachusetts
since April 1994. He is also a director of Pentech International,
Inc., a company engaged in the distribution of writing instruments.
Ms. Barbara Meirisch has been a director of the Company since
September 1996. Her most recent assignment at AT&T was from
January 1990 to January 1996 as a Director of Public Relations in
Advertising for the Network Wireless Systems Business Unit, where
she had responsibility for developing wireless communication
strategies for domestic and international operations and media
relations. Presently, she is a strategic marketing consultant for
communication companies.
Mr. David Siegel has been a director of the Company since
April 1987. Mr. Siegel is also Chairman of the Board of Directors
of Surge Components, Inc., a distributor of passive electronic
components, a director of Kent Electronics, Inc., a manufacturer of
electronic cable assemblies and a distributor of electronic
components and a director of Nu Horizons Electronics Corp., a
distributor of electronic components.
Directors serve until the next annual meeting of stockholders
and until their respective successors are elected and qualify.
During the fiscal year ended March 31, 1997 ("Fiscal 1997"),
the Board of Directors held one meeting during Fiscal 1997 and
acted five times by unanimous consent.
OTHER EXECUTIVE OFFICERS
Mr. David Robbins, 33, was appointed Senior Vice President and C.O.O.
in March 1997. He was appointed Chief Technical Officer during Fiscal 1997.
He has been employed by the Company in various capacities since February 1992.
Ms. Donna Hillsgrove, 48, was appointed Secretary and
Treasurer of the Company in January 1994. Prior to that time she
was Controller of the Company. She has been employed by the
Company since April 1992.
Mr. Robert Delitta, 36, was appointed Vice President - Manufacturing
in August 1989. He has been employed by the Company in various capacities
since July 1987.
Mr. Stuart Bernstein, 38, was appointed Vice President of VCO
Sales in September 1996. Prior to that time, he was Purchasing
Manager of the Company from November 1994. He has been employed by
the Company in various capacities since 1990.
<PAGE>
Ms. Catherine Marino, 32, was appointed Assistant Vice
President of Manufacturing in September 1996. She has been
employed by the Company in various capacities since June 1984,
including a position as Manufacturing Manager since 1992.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934
During Fiscal 1997, Mr. Stuart Bernstein and Ms. Catherine
Marino, upon their appointments as Vice President of VCO Sales and
Assistant Vice President of Manufacturing, respectively, did not
timely file Form 3's to list their ownership of securities. These
forms were subsequently filed.
EXECUTIVE COMPENSATION
The following table sets forth information relating to the
cash compensation received by the Company's President. None of the
Company's officers had cash compensation in Fiscal 1997 of more
than $100,000 per year. No executive officer received benefits in
excess of ten percent of their cash compensation.
SUMMARY COMPENSATION TABLE
Long
Other Term
Annual Annual Compen-
Name and Com- Compen- sation/ Other
Principal Fiscal pensation sation Option Compen-
Position Year Salary ($) Bonus ($) Grants sation
Richard 1997 52,649(1) - 25,000 6,195(3)
S. Kalin, 1996 72,289(1) - 85,000(2) 6,015(3)
Chairman 1995 59,324(1) - 25,000(2) 6,000(3)
and
President
(1) Includes $22,533 in legal fees and disbursements to Kalin &
Banner, of which Mr. Kalin is a partner in Fiscal 1997,
$42,289 of such fees in Fiscal 1996 and $29,324 of such fees
in Fiscal 1995. Does not include $24,000 in fees paid to
Makenzie Communications, an advertising agency owned by Mr.
Kalin's wife, during each of Fiscal 1995 and Fiscal 1996, and
$30,000 during Fiscal 1997, as to which Mr. Kalin disclaims
beneficial ownership.
(2) Includes 35,000 long term compensation/option grants granted
to Mr. Kalin's wife in Fiscal 1996 and 25,000 of such option
grants in Fiscal 1995 as to which Mr. Kalin disclaims
beneficial ownership.
(3) Includes expenses relating to furnishing Mr. Kalin an
automobile.
EMPLOYMENT AGREEMENT
On September 19, 1996, Mr. Richard S. Kalin entered into an
employment agreement (the "Agreement") with the Company. The
Agreement terminates September 19, 2001, unless terminated earlier.
The base salary commences at $50,000 per annum. As additional
compensation, Mr. Kalin receives three percent (3%) of the
Company's pre-tax profits up to the levels reported in the prior
fiscal year and five percent (5%) of any such profits in excess of
such amount. The Agreement also provides for a monthly $500
automobile allowance.
STOCK OPTION PLANS
In August 1987, the Company adopted and the shareholders
approved an Incentive Stock Option Plan (the "ISO Plan") pursuant
to which options to purchase up to an aggregate of 100,000 shares
of Common Stock may be granted to all employees, officers and
directors of the Company (there are currently 40 employees,
officers and directors of the Company). In June 1989, the ISO Plan
was amended to increase the number of shares of Common Stock which
may be granted under the ISO Plan to 200,000. Such options are
intended to qualify as "incentive stock options" within the meaning
of Section 422A of the Internal Revenue Code. In August 1987, the
Company also adopted and the shareholders approved an Executive
Stock Option Plan (the "ESO Plan") pursuant to which options to
purchase up to an aggregate of 100,000 shares of Common Stock may
be granted. On April 14, 1994, the Company adopted a 1994 Stock
Option Plan (the "1994 Plan") and readopted it on July 18, 1995
pursuant to which options to purchase up to 300,000 shares of
Common Stock may be granted to employees, consultants, advisors
and/or directors. On January 18, 1996, the Company adopted a 1996
Stock Option Plan (the "1996 Plan") pursuant to which options to
purchase up to 300,000 shares of Common Stock may be granted to
employees, consultants, advisors and/or directors. Options granted
pursuant to the 1994 Plan and 1996 Plan may be incentive options or
non-qualified options as such terms are defined in the Internal
Revenue Code of 1986, as amended (The ISO Plan, the ESO Plan, and
the 1994 Plan and the 1996 Plan are referred to collectively as the
"Plans").
The Plans are administered by the Board of Directors which has
the authority to determine the persons to whom the options may be
granted, the number of shares of Common Stock to be covered by each
option, the time or times at which the options may be granted or
exercised and for the most part, the terms and provisions of the
options. Options granted under the ESO Plan, in addition to
employees, may be granted to directors or consultants to the
Company. The exercise price of options granted under the ISO Plan,
the 1994 Plan and the 1996 Plan may not be less than the fair
market value of the shares of Common Stock on the date of grant
(110% of such price if granted to a person owning in excess of ten
percent of the Company's securities). Options granted under the
ISO Plan may not be granted more than ten years from the date of
adoption of the ISO Plan, nor may options be exercised more than
ten years from the date of grant (five years if granted to a person
owning in excess of ten percent of the Company's securities).
Options granted under the 1994 Plan and the 1996 Plan may not be
granted more than ten years from the date of adoption of the 1994
Plan and the 1996 Plan, nor may options be exercised more than ten
years from the date of grant.
The following is information with respect to the persons or
classes of people who have been granted options under the Plans
(except as otherwise set forth) during Fiscal 1997:
OPTION GRANTS IN FISCAL 1997
Percent
of Total
Options
Options Granted in Exercise Expiration
Name Granted Fiscal Year Price ($) Date
Richard S. Kalin 25,000 12.89% 1.875 9/12/01
Roy L. Boe(1) 10,000 5.15% 1.875 9/12/01
Barbara Meirisch(1) 10,000 5.15% 1.875 9/12/01
David Siegel(1) 10,000 5.15% 1.875 9/12/01
Stuart Bernstein(1) 10,000 5.15% 1.875 9/12/01
Catherine Marino(1) 5,000 2.57% 1.875 9/12/01
(1) Pursuant to 1996 Stock Option Plan
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END (FYE) OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options Options
Acquired At FYE (#) At FYE ($)
On Value Exercisable/ Exercisable/
Name Exercise Realized ($) Unexercisable Unexercisable(1)
Richard
S. Kalin 53,720 75,048 135,000/0 46,775/0
Robert
Delitta 10,000 14,375 31,000/42,000 24,875/13,500
(1) Represents fair market value of Common Stock at March 31, 1997 of
$2.0625 as reported by NASDAQ, less the exercise price.
COMPENSATION OF DIRECTORS
Directors not employed by the Company are compensated as
consultants for the time spent on Company matters, including attendance
at directors' and other meetings. During Fiscal 1997, Mr. Siegel
received $750, Mr. Boe received $750 and Ms. Meirisch received
$16,687.50 as consultant fees. Each director also received a grant of
options during Fiscal 1997. See "Stock Option Plans" above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of July 18, 1997 the number of
shares of Common Stock held of record or beneficially (i) by each
person who held of record, or was known by the Company to own
beneficially, more than five percent of the outstanding shares of the
Common Stock, (ii) by each director and (iii) by all officers and
directors as a group:
Number of Percent of
Names and Address Shares Owned Outstanding Shares
Richard S. Kalin 941,800(1) 28.12%
One Oak Forest Lane
Mendham, NJ 07945
David Siegel 274,770(2) 8.27%
2488 Horace Court
Bellmore, New York 11710
Roy L. Boe 69,970(3) 2.16%
c/o Micronetics Wireless,
Inc.
26 Hampshire Drive
Hudson, NH 03051
Kenneth Pasternak(4) 202,500 6.4%
99 Rose Avenue
Woodcliff Lake, NJ 07675
Barbara Meirisch 19,500(5) (7)
17 Woods End Road
West Orange, NJ 07052
All Officers and 1,438,315 39.18%
Directors as a group (1)(2)(3)(5)(6)
(nine persons)
(1) Includes 100,000 shares of Common Stock held in his retirement
accounts and options to purchase an aggregate of 135,000 shares of
Common Stock at exercise prices ranging from $1.06 to $2.25 per
share. Also includes 414,850 shares of Common Stock and options to
purchase an aggregate of 60,000 shares of Common Stock owned by his
wife.
(2) Includes 53,050 shares of Common Stock owned of record by RJW
Trading Corp., a personal holding company 100% owned by Mr. Siegel
and members of his family, 14,970 shares of Common Stock held in
his retirement account, 18,750 shares of Common Stock owned by his
wife, options to purchase an aggregate of 135,000 shares of Common
Stock exercisable at prices ranging from $.625 to $2.25 per share.
(3) Includes options to purchase an aggregate of 45,000 shares of
Common Stock at an exercise price range between $1.875 and $1.25
per share. Also includes 24,970 shares of Common Stock owned by
his wife, Betty Boe.
(4) Based on information furnished to the Company on Form 13D dated
February 25, 1995.
(5) Includes an option to purchase an aggregate of 10,000 shares of
Common Stock exercisable at $1.875.
(6) Includes options to purchase 132,075 shares of Common Stock that
are issuable upon exercise within sixty days at an average exercise
price of approximately $1.67 per share and an additional 200 shares
owned by officers of the Company who are not also directors.
(7) Less than 1%.
2. OTHER MATTERS
The Board of Directors has no knowledge of any other matters which
may come before the Meeting and does not intend to present any other
matters. However, if any other matters shall properly come before the
Meeting or any adjournment thereof, the persons named as proxies will
have discretionary authority to vote the shares of Common Stock
represented by the accompanying proxy in accordance with their best
judgment.
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Paul C. Roberts, an independent
certified public accountant, auditor of its Fiscal 1997 financial
statements, as the auditor of the financial statements of the Company
for its current fiscal year ending March 31, 1998. Mr. Roberts has been
invited to the Meeting, but it is uncertain whether he will attend. If
he does, he will be given the opportunity to make a statement and to
answer questions any shareholders may have.
SHAREHOLDER'S PROPOSALS
Any shareholder of the Company who wishes to present a proposal to
be considered at the next annual meeting of shareholders of the Company
and who wishes to have such proposal presented in the Company's Proxy
Statement for such meeting must deliver such proposal in writing to the
Company at 26 Hampshire Drive, Hudson, NH 03051 on or before May 8,
1998.
By Order of the Board of Directors
Donna M. Hillsgrove,
Secretary
Dated: September 1, 1997
micro\pxy-not.97
