<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:
[ ] 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
Code-Alarm, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Code-Alarm, Inc.
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
<PAGE> 2
[CODE ALARM LOGO]
June 23, 1999
To our Shareholders:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders
of Code-Alarm, Inc., which will be held at the Northfield Hilton, Troy, Michigan
on Thursday, July 15, 1999 at 10:00 a.m. All holders of record of the Company's
Common Stock at the close of business on June 22, 1999 are entitled to vote at
the Annual Meeting. We hope that you will be able to attend the Annual Meeting.
If you are unable to attend, you are urged to complete, sign, date and return
the proxy card in the enclosed envelope in order to make certain that your
shares will be represented at the meeting.
Sincerely,
/s/ RAND W. MUELLER
Rand W. Mueller
President
<PAGE> 3
CODE-ALARM, INC.
950 EAST WHITCOMB
MADISON HEIGHTS, MICHIGAN 48071
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of
Code-Alarm, Inc. will be held at the Northfield Hilton, Troy, Michigan, on
Thursday, July 15, 1999, at 10:00 a.m. for the following purposes:
(1) To elect three directors;
(2) To approve the appointment of Ernst & Young LLP as Independent
Certified Public Accountants to audit the books and records of the
Company for the year ending December 31, 1999; and
(3) To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on June 22, 1999, will be
entitled to vote at the meeting and at any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ CRAIG S. CAMALO
Craig S. Camalo
Secretary
June 23, 1999
Madison Heights, Michigan
EACH SHAREHOLDER IS URGED TO EXECUTE AND RETURN
THE ENCLOSED PROXY PROMPTLY
<PAGE> 4
CODE-ALARM, INC.
950 EAST WHITCOMB
MADISON HEIGHTS, MICHIGAN 48071
ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 1999
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Code-Alarm, Inc.
(the "Company") in connection with the solicitation of proxies by or on behalf
of the Board of Directors to be voted at the 1999 Annual Meeting of Shareholders
of the Company to be held at the Northfield Hilton, Troy, Michigan, on Thursday,
July 15, 1999, at 10:00 a.m. and at any adjournment thereof. This Proxy
Statement and form of proxy were first sent or given to shareholders on or about
June 23, 1999.
Shares represented by all properly executed proxies delivered pursuant to
this solicitation will be voted in accordance with the directions given, unless
previously revoked, if delivered in time to be voted at the Annual Meeting.
Shareholders who execute a proxy in the accompanying form may revoke the proxy
at any time before it is exercised by giving written notice to the Secretary
bearing a later date than the proxy, by submitting a later-dated proxy, or by
voting the shares represented by such proxy in person at the Annual Meeting.
The expense of preparing, printing and mailing this Proxy Statement will be
paid by the Company. In addition to the use of the mails, proxies may be
solicited personally or by telephone by officers, directors and regular
employees of the Company without additional compensation. The Company will
reimburse banks, brokers and other custodians, nominees and fiduciaries for
their costs in sending the proxy materials to the beneficial owners of the
Company's voting securities.
Shareholders of record at the close of business on June 22, 1999, will be
entitled to vote at the Annual Meeting. On that date, 2,320,861 shares of Common
Stock were issued and outstanding. Each share of Common Stock entitles the
holder to one vote. Shares may not be voted cumulatively for the election of
directors. For purposes of determining the number of votes cast with respect to
a particular matter, only those votes cast "for" or "against" are included.
Abstentions are counted only for purposes of determining whether a quorum is
present at the meeting, while broker non-votes are not counted for any purpose.
Presence in person or by proxy of holders of a majority of the shares of Common
Stock will constitute a quorum at the Annual Meeting. Assuming a quorum is
present, directors are elected by a plurality of all votes cast.
The Company's Annual Report to Shareholders for the year ended December 31,
1998, is enclosed herewith.
1
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 1999, certain information
regarding the beneficial ownership of the Company's voting securities by each
director, executive officer, nominee for director, each person known by the
Company to own beneficially more than five percent of such outstanding voting
securities and all directors and officers as a group:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------------------
BENEFICIAL OWNER CLASS OF STOCK NUMBER PERCENT OF CLASS
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rand W. Mueller(1)(13)................... Common 585,810(2) 3.6%
Alan H. Foster(13)....................... Common 3,100(4) (3)
Kenneth W. Mueller(1)(13)................ Common 122,942(4) (3)
William S. Pickett (13).................. Common 3,100(4) (3)
Marshall J. Mueller(1)(13)............... Common 9,000(4) (3)
Jack D. Rutherford (13).................. Common 24,450(4) (3)
Peter J. Stouffer(13).................... Common 15,075(5) (3)
Craig S. Camalo(13)...................... Common 11,460(7) (3)
Series B Preferred 1(8) 100.0%
Michael P. Schroeder(13)................. Common 8,200(6) (3)
Pegasus Partners, L.P.(9)................ Common 3,378,581(10) 20.7%
99 River Road Series A-1 Preferred 16,839 27.8%
Cos Cob, CT 06807
Pegasus Related Partners, L.P.(9)........ Common 8,786,783(11) 53.8%
99 River Road Series A-1 Preferred 43,796 72.2%
Cos Cob, CT 06807
All directors and officers as a group.... Common 783,137(13) 4.8%
Series B Preferred 1(8) 100.0%
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Rand W. Mueller and Marshall J. Mueller are brothers, and Kenneth M.
Mueller is their father. Each of them disclaims beneficial ownership of
each other's shares of Common Stock as a result of this family
relationship.
(2) Includes 45,000 shares of Common Stock as to which Rand W. Mueller has the
right to acquire beneficial ownership, by the exercise of options granted
under the Company's 1987 Stock Option Plan. Mr. Mueller holds voting rights
with respect to of 538,810 shares of Common Stock held in his wife's trust
and 1,000 shares of Common Stock held in trust for each of his two minor
children, but has no economic interest in these shares.
(3) Less than one percent.
(4) Includes 3,000 shares of Common Stock as to which the director has the
right to acquire beneficial ownership by the exercise of options granted
under the Company's 1987 Stock Option Plan.
(5) Represents 15,075 shares of Common Stock as to which Peter J. Stouffer has
the right to acquire beneficial ownership by the exercise of options
granted under the Company's 1987 Stock Option Plan.
(6) Includes 8,200 shares of Common Stock as to which Michael P. Schroeder has
the right to acquire beneficial ownership by the exercise of options
granted under the Company's 1987 Stock Option Plan.
(7) Includes 10,000 shares of Common Stock to which Craig S. Camalo has the
right to acquire beneficial ownership by the exercise of options granted
under the Company's 1987 Stock Option Plan.
(8) Pledged to General Electric Capital Corporation ("GECC") pursuant to a
Credit Agreement dated as of October 24, 1997 among the Company as
Borrower, certain of the Company's subsidiaries as other "Credit Parties",
GECC as Lender and Agent and other Lenders who may become parties thereto.
2
<PAGE> 6
(9) Pegasus Investors, L.P. ("PILP"), in its capacity as the managing general
partner of each of Pegasus Partners, L.P. ("PP") and Pegasus Related
Partners, L.P. ("PRP"), is an indirect beneficial owner of 60,635 shares of
the Company's Series A-1 Preferred Stock and warrants to purchase
12,165,364 shares of the Company's Common Stock which are held directly by
either PP or PRP. Richard Cion and Rodney S. Cohen are directors of the
Company and limited partners of PILP. Each of Messrs. Cion and Cohen
disclaim beneficial ownership of the securities owned by PP and PRP.
(10) Represents 3,378,581 shares of Common Stock to which Pegasus Partners, L.P.
has the right to acquire beneficial ownership upon exercise of warrants.
(11) Represents 8,786,783 shares of Common Stock to which Pegasus Related
Partners, L.P. has the right to acquire beneficial ownership upon exercise
of warrants.
(12) Includes 93,275 shares of Common Stock which the directors and officers
have the right to acquire beneficial ownership by the exercise of options
granted under the Company's 1987 Stock Option Plan.
(13) The address for these beneficial owners is 950 East Whitcomb, Madison
Heights, Michigan 48071.
SHAREHOLDER AGREEMENT
On October 27, 1997, in connection with the sale to Pegasus Partners, L.P.
and Pegasus Related Partners, L.P. of shares of Series A-1 Preferred Stock and
warrants, the Robyn L. Mueller Trust and Rand W. Mueller entered into an
agreement pursuant to which the Robyn L. Mueller Trust and Rand W. Mueller
agreed that he or it would not sell or otherwise dispose of a number of shares
of Common Stock in excess of 20% of the shares of Common Stock beneficially
owned by him or it; provided, that during any twelve month period, the Robyn L.
Mueller Trust would be entitled to sell up to 20% of the shares of Common Stock
beneficially owned by it at the beginning of such 12 month period.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In determining the compensation to be paid to the Company's executive
officers, the Compensation Committee follows compensation policies designed to
align executive compensation with the Company's overall business strategy,
values and stockholder interests. Accordingly, these policies are intended to
(i) reward executives for the long-term enhancement of shareholder value, (ii)
motivate senior executives to achieve strategic business initiatives, (iii)
foster a performance-oriented environment that rewards individual achievement in
addition to company success, (iv) recognize company performance compared to
performance levels of comparable companies in the industry, and (v) attract and
retain executives whose abilities are critical to the competitiveness of the
Company.
The key components of executive compensation and the Company's present
policies with respect to each are as follows:
- - BASE SALARIES are reviewed at least annually based on factors such as the
individual executive's level of responsibility and position in the Company as
well as informal comparisons with executives in similar positions with
comparable companies in the industry;
- - CASH BONUSES are based on the performance of both the individual, as evaluated
by the Board of Directors, and the Company, measured primarily in terms of
improvement in the Company's operating profitability; and
- - STOCK OPTIONS are granted at the discretion of the Board of Directors and are
intended to increase motivation toward enhancement of the Company's long-term
success.
It has been the Company's policy to establish base salary levels for
executives that are modest by industry standards while providing the potential
for significant bonuses and stock option awards if the Company's performance so
warrants.
The Compensation Committee based the 1998 compensation of the Company's
executives officers on the policies described above. In particular, the salary
of the Company's Chief Executive Officer, Mr. Rand W. Mueller, in 1998 was based
on a variety of factors including an informal comparison with salaries of chief
3
<PAGE> 7
executive officers of comparable companies in the industry, Mr. Mueller's base
salary levels in prior years, as well as the terms of the Company's employment
agreement with Mr. Mueller. Mr. Mueller's base salary and bonus formula have
remained unchanged since October 1997. Mr. Mueller's base salary is $500,000 per
year, and Mr. Mueller is entitled to a bonus in the amount of 5% of operating
income beyond $5,000,000.
Jack D. Rutherford, Chairman
Richard Cion
Alan H. Foster
William S. Pickett
EXECUTIVE COMPENSATION
The following tables set forth certain information concerning compensation
paid to Rand W. Mueller, the Company's President, Chairman, and Chief Executive
Officer, Peter J. Stouffer, the Company's Vice President of Manufacturing and
Engineering, Craig S. Camalo, the Company's Vice President of Finance, Chief
Financial Officer, Secretary and Treasurer, and Michael P. Schroeder, the
Company's Vice President of Sales. Mr. Mueller and Mr. Stouffer are also
Directors of the Company. No other executive officer of the Company was paid in
excess of $100,000 for services rendered to the Company during the fiscal year
ended December 31, 1998.
The Company did not make any payments to Mr. Mueller or any other executive
officer under the long-term compensation plans during the years presented.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------- --------------------------
NAME AND OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD SAR (#) PAYOUTS COMPENSATION
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rand W. Mueller(2)....... 1998 $500,000 -- (1) -- -- -- --
President, Chairman, 1997 $266,925 $78,282 (1) -- 790,306 -- --
and CEO 1996 $200,000 $62,184 (1) -- -- -- --
Peter J. Stouffer(2)..... 1998 $107,020 $13,155 (1) -- -- -- --
Vice President of 1997 $105,000 $18,656 (1) -- 200,624 -- --
Manufacturing and 1996 $105,000 -- (1) -- -- -- --
Engineering
Craig S. Camalo(2)....... 1998 $102,020 $13,155 (1) -- -- -- --
Vice President of 1997 $ 91,923 $13,982 (1) -- 145,624 -- --
Finance, CFO, Secretary
and Treasurer
Michael P.
Schroeder(2)........... 1998 $ 98,846 $13,155 (1) -- -- -- --
Vice President of Sales 1997 $ 86,769 $14,334 (1) -- 210,624 -- --
</TABLE>
- --------------------------------------------------------------------------------
(1) Includes fringe benefits which did not exceed the lesser of $50,000 or ten
percent of total salary and bonus.
(2) The Company has an employment agreement with Rand W. Mueller that provides
for a minimum salary of $500,000 per year effective October 1, 1997. The
agreement, as amended, expires May 31, 2002. Mr. Mueller's employment can be
terminated only for cause. The Company has employment agreements with Peter
J. Stouffer, Craig S. Camalo and Michael P. Schroeder that provide for a
minimum salary of $105,000, $100,000 and $90,000 per year respectively,
effective May 20, 1997. Each of the agreements expires May 31, 2001, and
each can be terminated only for cause.
4
<PAGE> 8
AGGREGATED OPTIONS/SARS EXERCISED DURING LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rand W. Mueller.................. 0 0 26,250 839,056 0 0
Peter J. Stouffer................ 0 0 12,044 216,955 0 0
Craig S. Camalo.................. 0 0 4,750 145,875 0 0
Michael P. Schroeder............. 0 0 5,075 212,049 0 0
</TABLE>
- --------------------------------------------------------------------------------
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
PERFORMANCE GRAPH
The following graph sets forth a yearly comparison of the cumulative total
shareholder return on the Company's Common Stock against the cumulative total
return of the NASDAQ Stock Market and an index of NASDAQ Electronic Components
Stocks for the five-year period ended December 31, 1998. The graph assumes $100
invested on December 31, 1993, in Code-Alarm, Inc. Common Stock, the NASDAQ
Stock Market index and the industry index, with all dividends reinvested.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Code-Alarm, Inc. 100 73 52 29 10 4
---------------------------------------------------------------------------------------------------------
NASDAQ Market Index 100 98 138 170 209 294
---------------------------------------------------------------------------------------------------------
Industry Index 100 110 183 316 332 513
---------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 9
CERTAIN TRANSACTIONS
On May 27, 1992, the Company loaned $65,000 to Rand W. Mueller, the
Company's President and Chief Executive Officer, on a two-year mortgage note at
7.5 percent interest per annum collateralized by a second lien on Mr. Mueller's
residence. The largest aggregate balance owing on the loan during 1998 was
$82,359, including accrued interest; as of March 31, 1999, the balance
outstanding on the loan was $83,578, including accrued interest.
Except as described in the previous paragraph, the Company did not make
loans to its officers, directors, employees or principal shareholders during
1998, except for loans made in the ordinary course of business, such as travel
advances, expense account advances, relocation advances or reasonable salary
advances.
PROPOSAL I -- ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of nine directors.
Seven directors are elected by the holders of the Company's Common Stock, and
two directors are elected by the holders of the Company's Series A-1 Preferred
Stock. The Company's Bylaws provide that the directors elected by the holders of
the Common Stock shall be divided into three classes as nearly equal in size as
possible. At each Annual Meeting of the Shareholders of the Company, one class
of directors is elected to serve for a three-year term.
Three directors are to be elected by the holders of the Common Stock at the
1999 Annual Meeting, each of whom will hold office until the 2002 Annual Meeting
or until his successor is elected. The Board of Directors has recommended the
election of and has nominated the following persons:
Alan H. Foster
Rand W. Mueller
Peter J. Stouffer
MESSRS. FOSTER, MUELLER, AND STOUFFER ARE PRESENTLY DIRECTORS OF THE
COMPANY.
A brief biography of each of the nominees and other directors whose term of
office will continue after the Annual Meeting is presented below under the
caption "Directors, Nominees and Executive Officers." If any of the above-named
nominees are unable to serve as a director, the Board of Directors may designate
a substitute nominee, in which event the shares represented by the proxies will
be voted for such substitute nominee.
DIRECTORS' COMPENSATION
In 1998, directors who were not employees or consultants of the Company
were paid an annual fee of $15,000.
In lieu of the standard arrangement described above, Kenneth M. Mueller is
compensated pursuant to a Consulting Agreement with the Company dated October 1,
1997, as amended. Under this agreement, Mr. Mueller is paid $15,000 per year for
both his consulting services and his services as a member of the Company's Board
of Directors. The agreement expires September 30, 2000, however, either party
may terminate the agreement at any time upon 90 days written notice.
MEETINGS AND COMMITTEES
The Company's Board of Directors had the following standing committees in
1998, whose responsibilities and 1998 members were as follows:
COMPENSATION COMMITTEE -- The Compensation Committee, which met once in
1998, has responsibility for reviewing the compensation of the directors and
officers of the Company and administering the Company's stock option and
incentive compensation plans. Messrs. Rutherford, Cion, Foster and Pickett are
members of the Compensation Committee.
6
<PAGE> 10
AUDIT COMMITTEE -- The Audit Committee, which met once in 1998, is
responsible for recommending to the full Board of Directors the selection of
independent accountants; reviewing the engagement of the auditors (including the
fee, scope and timing of the audit); reviewing with the auditors and management
the Company's policies and procedures with respect to accounting and financial
controls; reviewing with the independent auditors, upon completion of their
audit, their report or opinion, their perception of the Company's financial and
accounting personnel, any significant transactions which are not a normal part
of the Company's business, any changes in accounting principles and practices,
all significant proposed adjustments and any recommendations they may have for
improving internal accounting controls, choice of accounting principles or
management systems; and meeting with the Company's accounting staff to discuss
internal accounting and financial controls and the extent to which
recommendations made by the independent auditors have been implemented. Messrs.
Cohen, Marshall Mueller, Kenneth M. Mueller, Rutherford and Stouffer are members
of the Audit Committee. Mr. Rand W. Mueller is a non-voting member of the Audit
Committee.
NOMINATING COMMITTEE -- The Nominating Committee, which met once in 1998,
has responsibility for researching and reviewing the qualifications of
prospective nominees for seats on the Company's Board of Directors. In carrying
out its responsibilities, the Nominating Committee will consider candidates
suggested by other directors, employees and shareholders of the Company.
Suggestions for candidates, accompanied by biographical material for evaluation,
may be sent to the Secretary of the Company at the Company's principal executive
offices. Messr. Foster, Kenneth M. Mueller, Rand W. Mueller and Pickett are
members of the Nominating Committee.
The Company's Board of Directors held six meetings in 1998. Various
additional action was taken by the directors by unanimous written consent.
During the 1998 fiscal year, all of the directors except Rodney Cohen attended
100% of the meetings of the Board of Directors and Committees on which they
served. Mr. Cohen attended 66% of the meetings of the Board of Directors and
Committees on which he served.
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The Company's Bylaws provide that the Board of Directors shall consist of
nine directors. Seven directors are elected by the holders of the Company's
Common Stock and two directors are elected by the holders of the Company's
Series A-1 Preferred Stock. The directors elected by the holders of the
Company's Common Stock are divided into three classes as nearly equal in size as
possible. At each annual meeting of the shareholders of the Company, one class
of directors is elected by the common shareholders to serve for a three-year
term. Except for executive officers who have entered into employment agreements
with the Company, officers serve at the discretion of the Board of Directors
(see "Executive Compensation").
The Directors and Executive Officers of the Company and its wholly-owned
subsidiaries, Tessco Group, Inc. ("Tessco"), Anes, Inc., d.b.a. Anes Security,
Inc. ("Anes"), Chapman Security Systems, Inc.
7
<PAGE> 11
("Chapman") and Intercept Systems, Inc. ("Intercept"), and their respective
positions and ages are as follows:
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE SINCE EXPIRES POSITION(1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rand W. Mueller (2).................. 49 1985 1999 President, Chief Executive Officer,
Director and Chairman of the Board
(Company); Director, President and
Chairman of each of Tessco, Anes,
Chapman and Intercept
Alan H. Foster....................... 73 1988 1999 Director
Kenneth M. Mueller(2)................ 77 1979 2001 Consultant and Director
William S. Pickett................... 79 1987 2000 Director
Marshall J. Mueller(2)............... 51 1991 2001 Director
Jack D. Rutherford................... 65 1991 2000 Director
Richard Cion(3)...................... 55 1997 2000 Director
Rodney S. Cohen(3)................... 33 1997 2000 Director
Peter J. Stouffer.................... 36 1995 1999 Director, and Vice President of
Manufacturing and Engineering
Craig S. Camalo...................... 49 -- -- Vice President of Finance, CFO,
Secretary and Treasurer (Company);
Director, Secretary and Treasurer of
each of Tessco, Anes, Chapman and
Intercept
Michael P. Schroeder................. 37 -- -- Vice President of Sales
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All positions are with the Company except as otherwise indicated.
(2) Rand W. Mueller and Marshall J. Mueller are brothers, and Kenneth M. Mueller
is their father.
(3) Richard Cion and Rodney S. Cohen were elected as Directors effective October
28, 1997, by the holders of the Company's Series A-1 Preferred Stock.
Rand W. Mueller has been a full-time employee of the Company since January
1985 and has been the Chairman, Chief Executive Officer, and President since May
1986.
Alan H. Foster has been an independent consultant to various governmental
bodies, corporations and financial institutions for the last five years. He is
also an adjunct professor at the School of Business Administration of the
University of Michigan. From 1967 to 1978, Mr. Foster served as Vice President
and Treasurer of American Motors Corporation.
Kenneth M. Mueller is retired. He has been a consultant to the Company
since August 1987. Mr. Mueller was a New York-based consultant to the Ministry
of Agriculture and Food, Government of Ontario, Canada from August 1985 to June
1987. Prior to that time, he was President of Agribusiness Council, Inc., a New
York-based not-for-profit corporation assisting lesser-developed countries in
developing profitable agricultural ventures.
William S. Pickett is retired. He was the President and General Manager of
American Motors (Canada) Inc. prior to his retirement in 1982.
Marshall J. Mueller is a former executive officer of the Company. From May
1980 to January 1990, Mr. Mueller held various senior management positions with
the Company, including President and Executive Vice President. Mr. Mueller
resigned from his office as Executive Vice President and director in January
1990. Mr. Mueller was re-elected to the Company's Board of Directors on May 21,
1991, and has served continuously since that date.
8
<PAGE> 12
Jack D. Rutherford is Chairman and Chief Executive Officer of ICM
Industries, Inc., a private company that owns and controls various operating
subsidiaries in basic manufacturing industries serving the automotive,
construction equipment and capital good industries.
Richard Cion is a partner in Pegasus Investors, L.P., an investment fund.
From July 1996 through April 1997 Mr. Cion was the managing director of Zanbak
Group. From 1990 through July 1996 Mr. Cion served as the Senior Executive Vice
President -- Corporate Development of Fruit of the Loom, Inc.
Rodney S. Cohen is a partner in Pegasus Investors, L.P., an investment
fund. From November 1995 through July 1996 Mr. Cohen was Vice President of Fresh
Picks, Inc., a retail music distribution company. From February 1993 to November
1995 Mr. Cohen served as the Executive Vice President of Stephan J. Feron's,
Inc., a sales and marketing and concession company. From August 1990 to February
1993 Mr. Cohen was an associate attorney at Anderson, Kill, Olick & Oshinsky,
P.C.
Peter J. Stouffer was appointed Vice President of Engineering for the
Company in January 1993 pursuant to a management reorganization which
effectively eliminated the Company's previously separate operating divisions. In
December 1995, Mr. Stouffer was appointed to the Board of Directors of the
Company and was given the additional responsibility of world-wide manufacturing.
Previously, Mr. Stouffer served as Executive Vice President and General Manager
of the Company's Intercept Systems, Inc. subsidiary from August 1990 through
December 1992, and served as the Company's Vice President of Engineering from
May 1989 through September 1990. From December 1986 to May 1989, Mr. Stouffer
was the manager of engineering for the Company. Prior to December 1986, he was
an engineer at the Pontiac Motors Division of General Motors Corporation.
Craig S. Camalo joined the Company as Corporate Controller and Chief
Accounting Officer in April of 1996, and was elected by the Company's Board of
Directors as Vice President of Finance and Chief Financial Officer, Secretary
and Treasurer in January of 1997. Prior to joining the Company, Mr. Camalo held
a similar position with Letts Industries, Inc. and was Chief Financial Officer
of Hydro Aluminum. From 1975 to 1982, Mr. Camalo was employed by Deloitte and
Touche LLP where he earned the designation as a Certified Public Accountant.
Michael P. Schroeder joined the Company in March 1984 as Engineering
Technician. Mr. Schroeder was promoted to Vice President of Sales in March 1995.
From December 1992 to March 1995, Mr. Schroeder was the Company's Director of
Sales in the U.K.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF EACH OF THE NOMINEES.
PROPOSAL II -- APPROVAL OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As reported in the Form 8-K dated November 2, 1998, on November 2, 1998,
Deloitte & Touche LLP resigned as the auditors for the Company.
During the Company's two most recent fiscal years, and through the date of
this filing, there were no disagreements with Deloitte & Touche LLP on any
matter of accounting principles or practices, financial statement disclosure,
auditing scope or procedure or any other reportable event which, if not resolved
to the satisfaction of Deloitte & Touche LLP, would have caused them to make
reference to the matter in their report.
Deloitte & Touche LLP's report on the Company's financial statements for
the fiscal year ended December 31, 1996, contained an explanatory paragraph with
respect to the Company's ability to continue as a going concern. Except with
respect to the explanatory paragraph for the fiscal year ended December 31, 1996
only, the reports of Deloitte & Touche LLP for the fiscal years ended December
31, 1997 and 1996 did not contain an adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
9
<PAGE> 13
As reported in the Form 8-K dated December 30, 1998, on December 30, 1998,
with the recommendation of its Audit Committee, the Company engaged the services
of Ernst & Young LLP as independent auditors of the Company for the fiscal year
ended December 31, 1998.
At the Annual Meeting, the shareholders will be asked to approve the
appointment of Ernst & Young LLP as independent accountants of the Company for
the 1999 year. Representatives of Ernst & Young LLP are expected to attend the
1999 Annual Meeting. They will have an opportunity to make a statement if they
desire to do so and will be available to respond to shareholder questions. Ernst
& Young LLP has acted as independent accountants for the Company since December
1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL II TO APPROVE THE
APPOINTMENT OF ERNST & YOUNG LLP.
ADDITIONAL INFORMATION
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of a registered
class of the company's equity securities, to file reports of their ownership
with the Securities and Exchange Commission. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish the
company with copies of all Section 16(a) reports they file. Specific due dates
for these reports have been established and the Company is required to report in
this proxy statement any delinquent filings and failures to file such reports.
Based solely on its review of the copies of such reports received by it and
written representations of its incumbent directors and officers, except for the
filing of the report listed below, the Company believes that during the period
from January 1 to December 31, 1998, all filing reports applicable to its
directors, officers and greater than ten percent beneficial owners were complied
with.
Michael P. Schroeder, the Company's Vice President of Sales, made a
delinquent filing of a Form 4 reporting the sale of 4,255 shares of the
Company's Common Stock.
OTHER BUSINESS
The Company is not aware of any other business to be acted upon at the
Annual Meeting other than that which is discussed in this Proxy Statement. If
any other business requiring a vote of the shareholders is properly presented at
the meeting, the holders of the proxies shall have discretionary authority to
vote your shares in such manner as they shall deem appropriate or to abstain
from voting any or all of such shares. The holders of the proxies also shall
have discretionary authority to vote your shares in such manner as they shall
deem appropriate or to abstain from voting any or all of such shares on other
matters incident to the conduct of the meeting.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
Any shareholder proposal intended to be presented for consideration at the
2000 Annual Meeting and to be included in the Company's Proxy Statement and form
of proxy must be received at the principal executive offices of the Company by
the close of business on February 24, 2000. Any shareholder proposal intended to
be presented for consideration at the 2000 Annual Meeting that is not sought to
be included in the Company's Proxy Statement must be sent to the Company by
April 8, 2000 in order for the proposal not to be subject to the Company's
discretionary voting authority when raised at the 2000 Annual Meeting. Proposals
should be sent to the attention of the Secretary.
10
<PAGE> 14
You are encouraged to exercise your right to vote by marking the
appropriate boxes, dating and signing the enclosed proxy card. It is not
necessary to mark any boxes if you wish to vote in accordance with the
recommendations of the Board of Directors. The proxy card may be returned in the
enclosed envelope, postage paid if mailed in the United States or Canada. A
prompt response will be helpful and your cooperation is appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ CRAIG S. CAMALO
Craig S. Camalo
Secretary
11
<PAGE> 15
FCACM-PS-99
<PAGE> 16
<TABLE>
<S><C>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
CODE-ALARM, INC. 1. Election of Directors:
For all With- For All
Nominees hold Except
ALAN H. FOSTER | | | | | |
RAND W. MUELLER | | | | | |
PETER J. STOUFFER | | | | | |
Mark box at right if an address change or comment | | If you do not wish your shares voted "For" a particular nominee,
has been noted on the reverse side of this card. | | mark the "For All Except" box and strike a line through the
| | nominee(s) name(s). Your shares will be voted for the remaining
nominee(s).
CONTROL NUMBER:
RECORD DATE SHARES:
For Against Abstain
2. Proposal to ratify the appointment
of Ernst & Young LLP as independent [ ] [ ] [ ]
certified public accountants to
audit the books and records of the
Company for the year ending December
31, 1999.
3. In their discretion the Proxies are authorized to vote upon such
other business as may properly come before the Meeting.
Please be sure to sign and date Your signature should appear the same as your name appears
this Proxy Date hereon. If signing as attorney, executor, trustee or
- --------------------------------------------------------- guardian, please indicate the capacity in which signing.
When signing as joint tenants, all parties to the joint
tenancy must sign. When the Proxy is given by a corporation,
Shareholder sign here Co-owner sign here it should be signed by an authorized officer and the corporate
- --------------------------------------------------------- seal affixed.
DETACH CARD DETACH CARD
</TABLE>
<PAGE> 17
CODE-ALARM, INC.
This Proxy is Solicited on Behalf of the Board of Directors of
Code-Alarm, Inc.
The undersigned shareholder of CODE-ALARM, INC. (the "Company") hereby appoints
William S. Pickett, Jack D. Rutherford, and Rodney S. Cohen, or any one of them,
Proxies, with full power of substitution, to vote all Common Stock of the
Company standing in the name of the undersigned at the 1999 Annual Meeting of
Shareholders of the Company to be held at the Northfield Hilton, Troy, Michigan,
on Thursday, July 15, 1999, at 10:00 a.m., and at any adjournment thereof,
hereby ratifying all that said Proxies or their substitutes may do by virtue
hereof; and the undersigned authorizes and instructs said Proxies to vote as
indicated on the reverse side, revoking any proxies heretofore given.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE. IF NO DIRECTION IS MADE, THE PROXIES WILL VOTE THIS PROXY FOR THE
ELECTION OF ALL NOMINEES FOR DIRECTOR LISTED IN ITEM 1, FOR THE APPROVAL OF
ITEM 2, AND WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN
ITEM 3. THE UNDERSIGNED RATIFIES ALL THAT THE PROXIES OR ANY ONE OF THEM OR
THEIR SUBSTITUTES MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF AND
REVOKES ALL PRIOR PROXIES.
Receipt of the Notice of said Meeting and the Proxy Statement and Annual Report
of the Company for the year ended December 31, 1998 accompanying this Proxy is
hereby acknowledged.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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