SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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 240.14a-11(c) or 240.14a-12
Firetector Inc. (File No. 0-17580)
- ------------------------------------------------------------------------------
(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:
<PAGE>
Firetector Inc.
262 Duffy Avenue
Hicksville, New York 11801
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of the
Stockholders of Firetector Inc., a Delaware corporation ("Firetector") to be
held at the offices of Dolgenos Newman & Cronin LLP, 96 Spring Street, 8th
Floor, New York, New York 10012, on March 26, 1998 at 11:00 a.m.
At the meeting you will be asked to consider and vote upon (1)
the election of five (5) Directors to Firetector's Board of Directors; (2)
appointment of Moore Stephens, P.C. as Firetector's Auditors for the fiscal year
ending September 30, 1998; and (3) any other business that properly comes before
the meeting or any adjournments or postponements thereof.
Your vote is important. We urge you to complete, sign, date
and return the enclosed proxy card promptly in the accompanying prepaid
envelope. You may, of course, attend the Meeting and vote in person, even if you
have previously returned your proxy card.
Sincerely yours,
Joseph Vitale,
President and Chief
Operating Officer
<PAGE>
Firetector Inc.
262 Duffy Avenue
Hicksville, New York 11801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on March 26, 1998
To the Stockholders of
Firetector Inc.
Notice is hereby given that the Annual Meeting of Stockholders
of Firetector Inc., a Delaware corporation ("Firetector") will be held at 11:00
a.m., local time, on March 26, 1998 at the offices of Dolgenos Newman & Cronin
LLP, 96 Spring Street, 8th Floor, New York, New York, for the following
purposes:
(1) To consider and vote upon the election of the Board of
Directors consisting of five (5) persons to serve until the next annual meeting
of the stockholders;
(2) To consider and vote upon a proposal to ratify the
selection of Moore Stephens, P.C. as Firetector's independent auditors for the
fiscal year ending September 30, 1998;
(3) To conduct such other business as may properly come before
the Annual Meeting or any adjournments or postponements thereof.
Only record holders of Common Stock at the close of business
on January 28, 1998 are entitled to notice of and to vote at the Annual Meeting
and any adjournments or postponements thereof.
To ensure that your vote will be counted, please complete,
sign, date and return the Proxy in the enclosed prepaid envelope whether or not
you plan to attend the Annual Meeting. You may revoke your proxy by notifying
the secretary of the company in writing at any time before it has been voted at
the Annual Meeting.
By Order of the Board of Directors
Dennis P. McConnell
Secretary, Firetector Inc.
January 28, 1998
Hicksville, New York
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY WHETHER OR NOT YOU PLAN
TO BE PRESENT AT THE ANNUAL MEETING.
<PAGE>
FIRETECTOR INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 26, 1998
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF FIRETECTOR INC.
If properly signed and returned and not revoked, the proxy will be
voted in accordance with the instructions it contains. The persons named in the
accompanying proxy will vote the proxy for the Board of Director's slate of
directors and for the other matters listed on the proxy as recommended by the
Board of Directors unless contrary instructions are given. At any time before it
is voted, each proxy granted may be revoked by the stockholder by a later dated
proxy, by written revocation addressed to the Secretary of Firetector Inc. at
the address below or by voting by ballot at the Annual Meeting.
The Company's principal executive offices are located at 262 Duffy
Avenue, Hicksville, New York 11801. This proxy statement and the accompanying
proxy are being sent to stockholders on or about January 28, 1998. ANY PROXY MAY
BE REVOKED IN PERSON AT THE ANNUAL MEETING, BY SUBMITTING A PROXY DATED LATER
THAN THE PROXY TO BE REVOKED OR BY NOTIFYING THE SECRETARY OF THE COMPANY IN
WRITING AT ANY TIME PRIOR TO THE TIME THE PROXY IS VOTED.
VOTING SECURITIES
The Board has fixed the close of business on January 28, 1998 as the
record date (the "Record Date") for determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on the Record Date will be
entitled to notice of and to vote at the Annual Meeting. At the close of
business on the Record Date, the Company had outstanding 3,523,827 shares of
Common Stock. The Common Stock is entitled to vote on the election of members of
the Board of Directors, ratification of the appointment of independent auditors
and other business as may properly come before the meeting or any adjournment
thereof. The holders of a majority of the Common Stock constitute a quorum for
those portions of the Annual Meeting where action is required of holders of
Common Stock.
ACTION TO BE TAKEN UNDER PROXY
All proxies for holders of Common Stock in the accompanying form that
are properly executed and returned will be voted at the Annual Meeting and any
adjournments thereof in accordance with any specifications thereon or, if no
specifications are made, will be voted for the election of the five nominees
described herein and for ratification of the appointment of independent
auditors.
1
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Five (5) directors will be elected to hold office duly until the next
Annual Meeting of Stockholders and until their successors have been elected and
duly qualified. The persons named on the accompanying proxy will vote all shares
for which they have received proxies for the election of the nominees named
below unless contrary instructions are given. In the event that any nominee
should become unavailable, shares will be voted for a substitute nominee unless
the number of directors constituting a full board is reduced. Directors are
elected by plurality vote.
There were five meetings of the Board of Directors of the Company
(actions were taken by unanimous consent) during the fiscal year ended September
30, 1997. All directors attended 75% or more meetings of the Board of Directors.
Directors are not compensated for their service.
NOMINEES
The name, age and position with the Company of each nominee
for director of the Company is listed below, followed by summaries of the
background and principal occupations.
DATE SERVICE
NAME AGE OFFICE COMMENCED
Daniel S. Tamkin 38 Chairman, Chief October 1990
Executive Officer,
General Counsel and
Director
Joseph Vitale 51 President, Chief May 1994
Operating Officer
and Director
John A. Poserina 57 Treasurer, Vice January 1997
President, Chief
Financial Officer,
and Director
Dennis P. McConnell 44 Secretary and January 1997
Director
Henry Schnurbach 45 Director October 1988
The Company's Bylaws allow the Board to fix the number of Board members
between one and seven. The number has been fixed, at present, at five, but the
Board can increase the number to seven at anytime without stockholder approval.
Information Concerning Current Directors and Nominees for Director
Mr. Tamkin has a J.D. degree from New York University School of Law and an
A.B. degree from Columbia University. Mr. Tamkin has been Chief Executive
Officer since March 15, 1996, prior to
2
<PAGE>
which Mr. Tamkin was Vice President and General Counsel of the Company from
October 1990. Also since October 1990, Mr. Tamkin has been a Vice President of
Mirtronics and Executive Vice President of Forum Financial Corporation, a
Toronto based merchant banking organization controlled by a Director of
Mirtronics. Since November 1992, Mr. Tamkin has been a director of Unicap
Commercial Corporation, an Ontario corporation which is registered under the
Securities Exchange Act of 1934 (the "Exchange Act"). Mr. Tamkin was associated
with Varet & Fink P.C. from 1986 to October 1990 and from October 1990 to
January, 1993 was Counsel to that firm. Mr. Tamkin is presently Counsel to
Dolgenos Newman & Cronin LLP, counsel to the Company.
Mr. Vitale has been active in the fire/communications industry with Casey
since 1982. Mr. Vitale has been President of the Company since March 15, 1996.
Mr. Vitale has been President of Casey since 1993 and has held the positions of
Director of Engineering, Vice President - Engineering and Executive Vice
President. Mr. Vitale holds a Bachelor of Science degree in Engineering from
C.W. Post College and a Master of Science degree in Electrical Engineering from
New York University.
Mr. Poserina joined the Company as Treasurer, Vice President, Chief
Financial Officer and Director as of January 1, 1997. From December 1995 until
he joined the Company, Mr. Poserina was an independent financial consultant.
Also, from July 1996 to September 1996, Mr. Poserina was Chief Financial Officer
of Happiness Express Inc. Mr. Poserina was Chief Financial Officer of Dorne and
Margolin Inc. from November 1994 to December 1995. Prior to that, Mr. Poserina
spent 15 years as Vice President, Treasurer and Chief Financial Officer of
Chryon Corporation, a NYSE listed company registered under the Exchange Act. Mr.
Poserina holds a Bachelor of Science in accounting from the University of Rhode
Island and is a Certified Public Accountant.
Mr. McConnell is a partner in the firm of Dolgenos Newman & Cronin LLP,
counsel to the Company. Prior to being associated with Dolgenos Newman & Cronin,
he was associated with Varet & Fink P.C. from 1989 to March 1993. Mr. McConnell
holds a J.D. degree from New York Law School.
Mr. Schnurbach has a Bachelor of Commerce degree from Sir George Williams
University and is a Certified Management Accountant in Ontario. Since October
1991, Mr. Schnurbach has been Chief Executive Officer of Cantar/Polyair
Corporation ("CPC"). Since February 1996, Mr. Schnurbach has also served as
President of Polyair Inter Pack Inc., an Ontario corporation traded on the
Toronto Stock Exchange, and the holding company of CPC.
There are no family relationships between any Director or Executive Officer
of Firetector and any other Director or Executive Officer of Firetector.
Directors hold office for a period of one year from the Annual Meeting of
Stockholders at which they are elected or until their successors are duly
elected and qualified. Officers are appointed by the Board of Directors and hold
office at the will of the Board. There is no nominating, auditing or
compensation committee of the Board of Directors nor is there any committee
performing similar functions.
3
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the fiscal year ended September 30, 1997, Joseph Vitale, an Officer
and Director of the Company, failed to file with the Securities and Exchange
Commission on a timely basis one required report relating to one transaction
involving Common Stock owned by him. During the fiscal year ended September 30,
1997, Daniel S. Tamkin, an Officer and Director of the Company, failed to file
with the Securities and Exchange Commission on a timely basis one required
report relating to one transaction involving Common Stock owned by him. During
the fiscal year ended September 30, 1997, John A. Poserina, an Officer and
Director of the Company, failed to file with the Securities and Exchange
Commission on a timely basis one required report relating to one transaction
involving Common Stock owned by him. During the fiscal year ended September 30,
1997, Dennis P. McConnell, an Officer and Director of the Company, failed to
file with the Securities and Exchange Commission on a timely basis one required
report relating to one transaction involving Common Stock owned by him. During
the fiscal year ended September 30, 1997, Henbry Schnurbach, a Director of the
Company, failed to file with the Securities and Exchange Commission on a timely
basis one required report relating to one transaction involving Common Stock
owned by him. In making these statements, the Company has relied on the written
representations of its directors, officers and 10% holders and copies of the
reports that they have filed with the Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's outstanding Common Stock at
January 21, 1998 of (i) each beneficial owner of more than five percent of the
Common Stock, (ii) each of the Company's Directors, and (iii) all Officers and
Directors of the Company as a group.
Common Stock Beneficially Owned At January 21, 1998
Number of Shares Percent of Shares
--------------------------------------
Mirtronics Inc.(1) 4,369,250 61.7%
First Corporate Capital Inc.(2) 500,000 12.4%
Daniel S. Tamkin (3) 368,200 9.5%
Joseph Vitale (4, 5) 36,375 nil
Henry Schnurbach (2, 5) 11,000 nil
John A. Poserina (4, 5) 27,500 nil
Dennis P. McConnell (5, 6) 5,000 nil
All Executive Officers and
Directors as a Group (5 Persons) 448,075 11.6%
- ----------
(1) Includes 3,528,000 shares of Common Stock issuable upon conversion of
preferred stock, exercise of presently exercisable options held by Mirtronics
and conversion of debt owed to Mirtronics and convertible into shares of Common
Stock. See ITEM 12, "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS". Address is
106 Avenue Road, Toronto, Ontario.
(2) Includes 400,000 shares of Common Stock issuable upon exercise of
presently exercisable options. Address is 106 Avenue Road, Toronto, Ontario.
(3) Includes 308,200 shares of Common Stock issuable upon exercise of
presently exercisable options. Of these options, 17,500 were granted by the
Company and 290,700 were acquired from Mirtronics. Address is 106 Avenue Road,
Toronto, Ontario.
4
<PAGE>
(4) Address is 262 Duffy Avenue, Hicksville, NY.
(5) Issuable upon exercise of presently exercisable options.
(6) Address is 96 Spring Street, New York, NY.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As at September 30, 1997 Firetector and its affiliates were indebted to
Mirtronics and its subsidiaries for materials, loans and miscellaneous advances
in the amount of $168,000. In addition, the Company is indebted to First
Corporate Equity Ltd., an affiliate of a Director of Mirtronics, in the
aggregate amount of $140,700. Firetector and Casey also have granted Mirtronics
a pledge of all assets to secure any indebtedness which may, from time to time,
be owing by Firetector or Casey or any subsidiaries to Mirtronics or its
subsidiaries. The Company had a receivable from Mirtronics and its subsidiaries
in the amount of $493,000 and $413,000 at September 30, 1997 and 1996,
respectively.
In consideration of collateral support for the Company's Credit Facility
and various loans over several years, the Company granted to Mirtronics options
to purchase the Company's Common Stock. Mirtronics has the right to acquire up
to an aggregate of 1,840,000 shares of common stock at an exercise price of $.30
per share, a portion of which are held for the benefit of the Company's
Chairman. These options expire on December 31, 1998.
In March 1995 the Company entered into a Debt/Equity Agreement with
Mirtronics, whereby Mirtronics will have the right until December 31, 1999, to
convert all or part of the Company's debt to Mirtronics into shares of Class A,
Series 1 Preferred Stock, at the conversion price of $1.00 per share, or one
share of Preferred Stock for each dollar of debt converted. The Preferred Stock
may be converted into Common Stock at the rate of two Common shares for one
share of Preferred.
In March 1995, Mirtronics converted $425,000 of debt into 425,000 shares of
Class A, Series 1 Preferred Stock and in May 1995, Mirtronics converted an
additional $250,000 of debt into 250,000 shares of Class A, Series 1 Preferred
Stock.
During 1994 and 1995, Gentera Capital Corporation, an Ontario corporation
("GCC" formerly known as First Corporate Capital Inc.) provided the Company's
bank under a Credit Facility with an income guaranty in consideration of which
Firetector has granted to GCC options to purchase 500,000 shares of Firetector
Common Stock at $.30 per share through December 31, 1999. In July 1996, GCC
exercised 100,000 of these options at $.30 per share. Mark Litwin, the President
and a Director of Mirtronics is also President and a Director of GCC.
In 1985, Casey entered into a royalty agreement with Joseph Vitale, prior
to his becoming the President and Chief Operating Officer of the Company. The
agreement pays Mr. Vitale a royalty on certain systems marketed and serviced by
Casey. In fiscal year ended September 30, 1997, Casey paid $69,489 pursuant to
the terms of the agreement.
As discussed in Notes to Consolidated Financial Statements, "Note 2.
Transactions With Related Parties", as of January 1, 1997, pursuant to the terms
of an employment agreement between the Company and Richard H. Axelsen, a former
Director of the Company, Firetector repurchased 25,312 shares of its Common
Stock from Mr. Axelsen.
5
<PAGE>
Management believes each of the foregoing transactions was entered into on
terms at least as favorable as could be obtained from unrelated parties
negotiating at arms-length.
MANAGEMENT
The following table sets forth certain information with respect to the
Executive Officers of the Company:
DATE SERVICE
NAME AGE OFFICE COMMENCED
Daniel S. Tamkin 38 Chairman, Chief October 1990
Executive Officer,
General Counsel and
Director
Joseph Vitale 51 President, Chief May 1994
Operating Officer
and Director
Henry Schnurbach 45 Director October 1988
John A. Poserina 57 Treasurer, Vice January 1997
President, Chief
Financial Officer,
and Director
Dennis P. McConnell 44 Secretary and January 1997
Director
Richard H. Axelsen 62 Director Oct. 1988 - Ja. 1998
Marc Palker 45 Chief Financial Oct. 1988 - Dec. 1996
Officer, Vice
President and Secretary
Mr. Tamkin biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
Mr. Vitale biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
Mr. Poserina biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
Mr. Schnurbach biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
6
<PAGE>
Mr. McConnell biographical information is included under "Information
Concerning Current Directors and Nominees for Directors" in this Proxy
Statement.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation paid or accrued by the Company for services rendered to it for each
of the three fiscal years ended September 30, 1997, as to Daniel S. Tamkin, the
Company's present Chief Executive Officer and Joseph Vitale, the Company's
President and Chief Operating Officer; none of the Company's other Executive
Officers had aggregate remuneration in excess of $100,000.
SUMMARY COMPENSATION TABLE
LONG
ANNUAL COMPENSATION TERM COMPENSATION
All Other
Year Salary ($) Bonus($) Other($) Option/SAR Compensation
- - -----------------------------------------------------------------------------
Daniel S. Tamkin
1997 $65,000 -- 6,300 (1) --
1996 $69,000 -- -- --
1995 $65,000 -- -- -- --
Joseph Vitale
1997 $90,000 15,000 6,000 (2) --
- ------
(1) Options to purchase 5,000 shares of Common Stock, at a price of $1.00 per
share, were issued to Mr. Tamkin in August, 1997.
(2) Options to purchase 12,500 shares of Common Stock, at a price of $1.00 per
share, were issued to Mr. Vitale in August, 1997, and options to purchase 11,375
shares of Common Stock, at a price of $1.25 per share, were issued to him in
1996.
- -----------
In December 1995, the Board of Directors voted to institute a 401(k) plan
for nonunion employees to be effective January 1, 1996. The plan includes a
profit sharing provision at the discretion of the Board of Directors. During
1997, the Board of Directors approved a payment totaling $22,500 for
participants of the non-union and union 401(k) plans.
Directors do not receive any compensation for their service. Out-of-pocket
expenses for travel, meals and miscellaneous expenses incurred in the course of
the Director's activities on behalf of the Company are reimbursed at cost.
The Company adopted its 1997 Non-Qualified Stock Option Plan (the "Plan")
and has reserved an aggregate of up to 10% of its issued and outstanding Common
Shares, from time to time, for issuance under the Plan to employees and officers
of the Company and its subsidiaries. The Plan is administered by the Company's
Board of Directors, which determines the officers and employees to
7
<PAGE>
whom options ("Options") are to be granted, the number of shares that may be
purchased at the Option price, which may not be less than 100% of the fair
market value of a Common Share at the time the Option is granted. Each Option
granted under the Plan is evidenced by a written Option Agreement. All Options
granted under the Plan expire five years from the date of issuance, or with
respect to any optionee, 90 days after termination of employment (with certain
exceptions in the case of death or permanent disability of the optionee) or if
an optionee is terminated for cause, upon termination. Directors may grant
options to eligible employees at exercise prices not less than 100% of the fair
market value of the common shares at the time the option is granted. The Plan
provides for anti-dilution protection for optionees in the case of
recapitalizations, stock splits or combinations, and stock distributions. The
standard form of Option Agreement (which may be altered) provides for piggy-back
registration of Common Shares issued upon exercise of Options issued under the
Plan. All Options issued under the Plan are non-transferable (except to an
executor or administrator of an optionee's estate for a limited period) and all
Common Shares issuable upon exercise of Options are restricted securities and
may only be sold pursuant to a registration statement under the Act, or an
available exemption from the registration requirements of the Act.
The Company currently has issued and outstanding options to purchase
218,875 shares of its Common Stock, at various exercise prices ranging between
$1.00 and $1.25 per share, to certain of its officers, Directors and employees.
See Item 12, "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
Daniel S. Tamkin, Chairman, Chief Executive Officer and General Counsel of
Firetector, is also an officer of a company controlled by a Director of
Mirtronics, Firetector's largest stockholder. Mr. Schnurbach, a Director of the
Company, is a Director of Mirtronics.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors of Firetector selected Moore Stephens, P.C. as
auditors for the fiscal year ending September 30, 1998, subject to stockholder
approval by ratification. Moore Stephens has been since October 1996, the
independent auditors for Firetector. A representative of Moore Stephens is
expected to be present at the Annual Meeting, at which time he or she will be
afforded an opportunity to make a statement, and will be available to respond to
questions.
The Board of Directors of Firetector may, in its discretion, direct
appointment of new independent auditors at any time during the fiscal year if
the Board believes such change would be in the best interests of Firetector and
its stockholders. No such change is anticipated.
The Board of Directors of Firetector recommends a vote FOR the ratification
of Moore Stephens for the fiscal year ending September 30, 1998.
OTHER BUSINESS
The proxy confers discretionary authority on the proxies with respect to
any other business which may come before the Annual Meeting. The Board of
Directors of Firetector knows of no other
8
<PAGE>
matters to be presented at the Annual Meeting. The persons named in the proxy
will vote the shares for which they hold proxies according to their best
judgment if any matters not included in this Proxy properly come before the
meeting, unless the contrary is indicated.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be included in the proxy statement and form of
proxy relating to the 1999 Annual Meeting of Firetector Stockholders must be
received by the close of business on November 18, 1998 and must comply in all
other respects with the rules and regulations of the Securities and Exchange
Commission. Proposals should be addressed to: Corporate Secretary, Firetector
Inc., 262 Duffy Avenue, Hicksville, New York 11801.
9
SHARES FIRETECTOR INC. PROXY NO.
262 Duffy Avenue, Hicksville, New York 11801
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel S. Tamkin and Dennis P. McConnell as
Proxies, each with the power to appoint his substitute and hereby authorizes
them to represent and to vote, as designated below and on the reverse hereof,
all shares of common stock of Firetector Inc. ("Firetector") held of record by
the undersigned on January 28, 1998 at the annual meeting of stockholders of
Firetector to be held on March 26, 1998 or any adjournments thereof. The
undersigned hereby revokes any proxies heretofore given to vote said shares.
The undersigned hereby acknowledges receipt of Firetector's Annual Report
for 1997 and of the Notice of Annual Meeting of Stockholders and attached Proxy
Statement dated January 28, 1998.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR Proposals 1 and 2.
Please sign exactly as your name appears to the left hereof.
When signing as corporate officer, partner, attorney,
administrator, trustee or guardian, please give your full
title as such.
Dated , 1998
Authorized Signature
Title
Please mark boxes on reverse hereof in blue or black ink. Please date, sign
and return this Proxy Card promptly using the enclosed envelope.
- ------------------------------------------------------------------------------
1. Election of Directors. For all nominees Withhold Authority
---- ----
listed below (except as to vote for all nominees
marked to the contrary listed below
below)
(Instruction: To withhold authority to vote for any individual nominee
strike a line through the nominee's name below.)
Daniel S. Tamkin Dennis P. McConnell
Henry Schnurbach Joseph Vitale
John A. Poserina
2. To ratify the appointment of Moore Stephens, P. C. as independent public
accountants for Firetector for the fiscal year ending September 30, 1998.
For Against Abstain
---- ---- ----
