<PAGE>
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. N/A)
Filed by Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission 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>
GRIFFIN TECHNOLOGY INCORPORATED
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - --------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) 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: $125.00
- - --------------------------------------------------------------------------------
[ ] 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: 0
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE>
GRIFFIN TECHNOLOGY INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 16, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Griffin Technology Incorporated will be held on November 16, 1995, at The
Country Club of Rochester, 2935 East Avenue, Rochester, New York. The meeting
will convene at 9:00 a.m. for the following purposes:
(1) To elect Directors for the ensuing year;
(2) To elect independent accountants; and
(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on September 28,
1995, as the record date for the determination of shareholders entitled to
notice of, and vote at, the meeting.
A copy of the 1995 Annual Report to Shareholders is enclosed.
By Order of the Board of Directors
JOSEPH A. MURRER
Secretary
Farmington, New York
October 11, 1995
YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO VOTE, SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
<PAGE>
GRIFFIN TECHNOLOGY INCORPORATED
1133 CORPORATE DRIVE
FARMINGTON, NY 14425
-------------------
PROXY STATEMENT
-------------------
This proxy statement is being mailed beginning on October 11, 1995, to
holders of Common Stock, in connection with solicitation of proxies by the Board
of Directors of Griffin Technology Incorporated (Griffin) for use at the Annual
Meeting of Shareholders to be held November 16, 1995, and at any adjournment
thereof. Each proxy that is properly executed and returned will be voted at the
meeting and, if a choice is specified therein, will be voted in accordance with
the specification made. If no choice is specified, it will be voted in favor of
the proposals set forth in the notice attached hereto. Any proxy may be revoked
by the person giving it at any time prior to its exercise.
Only shareholders of record as of the close of business on September 28,
1995, are entitled to notice of, and vote at, the Annual Meeting. On that date
there were outstanding and entitled to vote 2,384,707 shares of Common Stock,
par value $.05 per share. Each share of Common Stock is entitled to one vote.
A quorum will consist of the holders of not less than a majority of the shares
entitled to vote, present either in person or by proxy.
CERTAIN PRINCIPAL SHAREHOLDERS
The following table sets forth information with respect to the only persons
known by Griffin to be the beneficial owners of more than 5% of its outstanding
Common Stock. Beneficial ownership is used in this proxy statement as defined
in Rule 13d-3 under the Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
Shares of
Common Stock
Owned Beneficially
as of Percent
Name and Address September 28, 1995 Common Stock
---------------- ------------------ ------------
<S> <C> <C>
Virginia S. Pacala 687,804 28.8
3515 Elmwood Avenue
Rochester, New York 14610
Carret and Company, Inc. 290,643* 12.2
560 Lexington Avenue
New York, New York 10022
Philip Herman 322,695 13.5
c/o Oscar D. Folger
521 Fifth Avenue
New York, New York 10175
</TABLE>
- - --------------------------
* Carret and Company, Inc. disclaims beneficial ownership as to all except for
47,643 shares of Common Stock.
1
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors to be elected at
the Annual Meeting at six. The directors are elected annually by the
shareholders, to hold office until the next Annual Meeting and until their
successors are elected and qualified. Management proposes to nominate as
directors and recommends the election of the six persons listed below. All
nominees are members of the present Board. It is intended that the persons
named in the proxy will vote for the election of these nominees. Each nominee
has consented to be named in this Proxy Statement and to serve if elected. If
at the time of the Annual Meeting any of them becomes unavailable for election,
the proxies may exercise discretionary authority to vote for substitutes
proposed by the Board of Directors. Management has no reason to believe that
any substitute nominee or nominees will be required.
NOMINEES
<TABLE>
<CAPTION>
Name Age Background
---- --- ----------
<S> <C> <C>
James T. Henderson . . . . . 70 Past Chairman (retired), Johnston Paviour
Sibley Division, Sedgwick James of New
York, Inc. (insurance brokers).
Director of Griffin since 1977; member of
Executive, Stock Option, Proxy and Audit
Committees.
Graeme MacLetchie. . . . . . 58 Senior Vice President, Deutsche Morgan
Grenfell/C. J. Lawrence, Inc. (investment
firm).
Director of Griffin since 1981; member of
Audit Committee.
Mr. MacLetchie is also a director of
Wiltek, Inc.
Virginia S. Pacala . . . . . 67 Private investor. Director of Griffin since
1985; member of Executive, Stock Option and
Audit Committees.
John C. Partigan . . . . . . 35 Partner of Nixon Hargrave Devans & Doyle LLP
(attorneys and counselors at law).
Director of Griffin since September 1995.
Ned W. Roman . . . . . . . . 68 Analyst, Clover Capital Management, Inc.
(investment advisors)
Director of Griffin since 1980; member of
Executive, Directors Compensation, Stock
Option and Audit Committees.
Robert S. Urland . . . . . . 54 President and Chief Executive Officer of
Griffin since 1985. President and Chief
Operating Officer of Griffin from 1977-85.
Director of Griffin since 1973; member of
Executive, Directors Compensation, and
Proxy Committees.
</TABLE>
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
Shares of
Common Stock
Owned Beneficially
as of Percent of
Name and Address September 28, 1995(1) Common Stock
---------------- --------------------- ------------
<S> <C> <C>
James T. Henderson . . . . . . . . . . . . . . . 33,244(2) 1.393
183 Monteroy Road, Rochester, NY 14618
Graeme MacLetchie. . . . . . . . . . . . . . . . 4,000 .168
One Dunham Place, Irvington, NY 10533
John C. Partigan . . . . . . . . . . . . . . . . - -
c/o Nixon Hargrave Devans & Doyle LLP
PO Box 1051, Rochester, NY 14603
Ned W. Roman . . . . . . . . . . . . . . . . . . 9,540 .400
c/o Clover Capital Management
11 Tobey Village Office Park, Pittsford, NY 14534
Virginia S. Pacala . . . . . . . . . . . . . . . 687,804 28.813
3515 Elmwood Avenue, Rochester, NY 14610
Robert S. Urland . . . . . . . . . . . . . . . . 49,922 2.091
297 Whispering Hills, Victor, NY 14564
John C. Darjany. . . . . . . . . . . . . . . . . 62,487 2.618
4037 Bouton Drive, Lakewood, CA 90712
Gary W. Lorenz . . . . . . . . . . . . . . . . . 76,953 3.224
4016 Pine Avenue, Long Beach, CA 90807
Joseph A. Murrer . . . . . . . . . . . . . . . . 25,148(3) 1.051
96 Eileen Drive, Rochester, NY 14616
Anthony J. Ryanczak. . . . . . . . . . . . . . . - -
64 Cambric Circle, Pittsford, NY 14534
All directors and executive officers as a group (10 persons)949,098(4) 39.660
</TABLE>
(1) For all shares listed, the director or officer possesses sole voting
and sole investment power except as otherwise indicated in the footnotes
below. Amounts for Mrs. Pacala and Messrs. Henderson, and MacLetchie
include 800 restricted shares granted to each of them under the 1991
Directors Stock Plan.
(2) Includes 22,044 shares held in the name of Mrs. Henderson, beneficial
interest in which is disclaimed by Mr. Henderson.
(3) Includes 6,000 shares which may be acquired by Mr. Murrer within 60 days
following September 28, 1995 through exercise of stock options.
(4) Includes 22,044 shares held by, or for the benefit of, the immediate
families and other relatives of the directors and officers, where shared
voting power may be deemed to exist, but beneficial ownership of which is
disclaimed. Amount also includes 6,000 shares which may be acquired by
an officer within 60 days following September 28, 1995, through exercise
of stock options.
Mr. John C. Partigan is a partner in the law firm of Nixon Hargrave Devans &
Doyle LLP, which Griffin has retained as its general counsel since 1970.
3
<PAGE>
COMMITTEES OF THE BOARD
Griffin's Board of Directors has established five committees to assist it
in the discharge of its responsibilities.
The Executive Committee consists of four members, three of whom are non-
employee Directors. The committee meets on call and has authority to act on
matters permitted by law during the intervals between Board meetings.
The Stock Option Committee consists of three members, all of whom are non-
employee Directors. The committee grants options to employees pursuant to
Griffin's stock option plan. The Board does not have any other committee with
the responsibility to review compensation matters, although the Executive
Committee, with Board approval, has reviewed and approved compensation of
officers.
The Audit Committee consists of four members, all of whom are non-employee
Directors. The committee met once with the independent accountants to review
the audit activities of the auditors for the fiscal year ended June 30, 1995, to
insure that the scope of their activities had not been restricted and that
adequate responses to their recommendations had been received.
The Directors Compensation Committee consists of two members who administer
the 1991 Directors Stock Plan and are not participating in the plan.
The Proxy Committee, which consists of one employee Director and one non-
employee Director and met once on November 16, 1994, votes the shares
represented by proxies at the Annual Meeting of Shareholders.
The Board does not have a nominating committee.
During the twelve months ended June 30, 1995, the Board of Directors met
four times; the Executive, Stock Option and Directors Compensation Committees
did not meet.
No member attended fewer than 75% of the meetings of the Board or
Committees on which they serve.
Except for Messrs. Roman and Partigan, non-employee Directors elected on
November 20, 1991, receive a grant of 2,000 restricted shares of Griffin's
Common Stock for attendance at meetings of the Board and Committees. The shares
were granted under the 1991 Directors Stock Plan and vest at the rate of 400
shares each year. There are no annuity, pension or retirement benefits accruing
to directors.
4
<PAGE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Age Background
---- --- ----------
<S> <C> <C>
Robert S. Urland 54 President and Chief Executive Officer since 1985;
Director of Griffin since 1973.
John C. Darjany 47 Vice President and Corporate Engineer since
January 1983.
Gary W. Lorenz 46 Senior Vice President, Technical Operations, since
September 13, 1991; Vice President and General
Manager, Engineering Division, from 1978 to 1991.
Joseph A. Murrer 55 Vice President, Finance and Administration
Treasurer and Secretary since January, 1987.
Anthony J. Ryanczak 52 Senior Vice President, Sales and Marketing since
August 1994; Vice President, Business Development,
from June 1988 to 1994.
</TABLE>
Each officer was elected to serve until the first meeting of the Board of
Directors held after the next annual meeting of shareholders and until his
successor is elected and has qualified. There are no arrangements or
understandings between any officer and any other person pursuant to which he was
elected as an officer.
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Restricted Long Term All Other
Annual Com- Stock Options/ Incentive Compen-
Fiscal Salary Bonus pensation Award SARS Plans sation(2)
Name and Principal Position(1) Year ($) ($) ($) ($) (#) ($) ($)
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert S. Urland 1995 145,660 - - - - - 4,599
President and 1994 141,400 7,130 - - - - 4,254
Chief Executive Officer 1993 138,000 - - - 40,000 - 4,145
John C. Darjany 1995 101,397 - - - - - 3,191
Vice President and 1994 98,415 4,961 - - - 3,065
Corporate Engineer 1993 95,867 - - - 20,000 - 2,762
Gary W. Lorenz 1995 111,575 - - - - - 3,511
Senior Vice President 1994 108,133 5,460 - - - - 3,406
Technical Operations 1993 104,667 - - - 20,000 - 2,975
Joseph A. Murrer 1995 105,500 - - - - - 3,320
Vice President 1994 101,667 5,150 - - - - 3,050
Finance & Administration 1993 98,000 - - - 20,000 - 2,940
Anthony J. Ryanczak 1995 109,250 - - - - - 3,432
Senior Vice President 1994 101,667 5,150 - - - - 3,050
Sales and Marketing 1993 98,000 - - - 20,000 - 2,940
</TABLE>
(1) Includes Chief Executive Officer and four other most highly compensated
executive officers.
(2) Includes Company contributions to 401(K) Plan, a defined contribution
retirement plan which covers all employees including executive officers.
Under the Plan the Company contributes 2% of each employee's salary plus
1/2% for each employee contribution up to the first 2% of the employee's
pay.
OPTION/SAR GRANTS IN FISCAL 1995
None
6
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1995
AND YEAR-END VALUES
<TABLE>
<CAPTION>
Number of Value of In-the-Money
Shares Unexercised Options/ Options/SARs
Acquired on Value SARs at Year End (#) at Year End ($)
Exercise Realized (Exercisable/ (Exercisable/
(#) ($) Unexercisable) Unexercisable)(1)
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert S. Urland - - 0/40,000 0/0
John C. Darjany - - 0/20,000 0/0
Gary W. Lorenz - - 0/20,000 0/0
Joseph A. Murrer - - 6,000/20,000 29,250/0
Anthony J. Ryanczak - - 0/20,000 0/0
</TABLE>
(1) Amounts reflect the market value of underlying shares of Common Stock
on June 30, 1995, less the exercise price.
Griffin does not have any long-term incentive plan intended to serve as
incentive for performance to occur over a period longer than one fiscal year
whether such performance is measured by reference to financial performance of
Griffin, stock price, or any other measure. Griffin has not issued any stock
appreciation rights nor employment contracts with any named executive officer.
PROPOSAL NO. 2 - ELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors proposes that Price Waterhouse LLP, independent
accountants of Griffin for many years, be re-elected as independent accountants
of Griffin to serve until the Annual Meeting of Shareholders in 1996.
Representatives of the independent accountants are expected to be present at the
meeting and to be available to respond to appropriate questions. They will be
afforded the opportunity to make a statement if they desire to do so.
SHAREHOLDER PROPOSALS FOR 1996
Any proposal by a shareholder intended to be included in the Proxy
Statement for the Annual Meeting to be held in the calendar year 1996 must be
received by the Secretary of Griffin not later than June 14, 1996.
7
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should come before the meeting, it is
the intention of each person named in the proxy to vote it in accordance with
his judgment on such matters.
EXPENSES OF SOLICITATION
The entire expense of preparing, assembling, printing and mailing the
materials used in the solicitation of proxies will be paid by Griffin. Griffin
will request banks and brokers to solicit their customers who beneficially own
Common Stock of Griffin listed in the names of nominees and will reimburse those
banks and brokers for the reasonable out-of-pocket expense of such solicitation.
In addition to the use of the mails, solicitation may be made by regular
employees of Griffin by telephone, telegraph, cable and personal interview.
Griffin does not expect to pay any compensation for such solicitation of
proxies.
BY ORDER OF THE BOARD OF DIRECTORS
Joseph A. Murrer
Secretary
8
<PAGE>
GRIFFIN TECHNOLOGY INCORPORATED
Annual Meeting--November 16, 1995
PROXY (Solicited on Behalf of the Board of Directors)
The undersigned hereby appoints J. T. HENDERSON and R. S. URLAND, jointly and
severally, proxies, with power of substitution to represent and to vote at the
Annual Meeting of GRIFFIN TECHNOLOGY INCORPORATED, to be held November 16, 1995,
or any adjournment thereof, with all powers the undersigned would possess if
personally present, as specified on the ballot below and in accordance with
their discretion, on any other business that may come before the meeting, and
the undersigned hereby revokes all proxies previously given by the undersigneD
with respect to the shares of Common Stock covered hereby.
continued and to be signed and dated on the other side
<PAGE>
The Board of Directors recommends a vote FOR:
1. Election of directors: J. T. Henderson, G. MacLetchie, V. S. Pacala,
J. C. Partigan, N. W. Roman, and R. S. Urland
FOR all WITHHOLD
nominees Authority
listed above
To withhold authority to vote for any particular nominee write the name below:
- - --------------------------------------------------------------------------------
2. Election of PRICE WATERHOUSE LLP as independent accountants for fiscal year
ending in 1996
FOR AGAINST ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ITEMS 1 AND 2. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT
TO ANY MATTERS REFERRED TO IN ITEM 3.
Please sign exactly as name appears below. When shares are held by joint owners,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, or other fiduciary or representative capacity, please set forth your
capacity. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
- - --------------------------------------------------------------------------------
Signature
- - --------------------------------------------------------------------------------
Signature if held jointly
DATED__________________________________________, 1995
PLEASE MARK, SIGN DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
