<PAGE> 1
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
14-a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to 240.14a-11(c) or 240.14a-12
DAWN TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fees (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
[ ] 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
DAWN TECHNOLOGIES, INC.
560 White Plains Road
Tarrytown, New York 10591
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 1996
To the Stockholders of Dawn Technologies, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Dawn
Technologies, Inc. (the "Company") will be held at the Company's office at 560
White Plains Road, Tarrytown, New York 10591 on Thursday May 23, 1996 at 10:00
A.M. Eastern Daylight Saving Time for the following purposes:
1. To elect four directors who will hold office until the Annual
Meeting of Stockholders in 1997 and until their successors are
elected and qualified.
2. To ratify the appointment by the Board of Directors of the
Company of Arthur Andersen LLP as the Company's independent
auditors for the year 1996.
3. To take any action incident to the foregoing and to transact
such other business as may properly come before the meeting or
any adjournment thereof.
Stockholders of record at the close of business on April 23, 1996 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
DAWN TECHNOLOGIES, INC.
Warren K. Novick
Secretary
Tarrytown, New York
April 24, 1996
- -------------------------------------------------------------------------------
IMPORTANT
YOU ARE URGED TO COMPLETE THE ENCLOSED PROXY CARD AND SIGN,
DATE AND RETURN IT IN THE ENCLOSED PREPAID ENVELOPE SO THAT
YOUR SHARES WILL BE REPRESENTED AND VOTED AT THE MEETING
- -------------------------------------------------------------------------------
<PAGE> 3
DAWN TECHNOLOGIES, INC.
PROXY STATEMENT
GENERAL INFORMATION
The enclosed proxy is being solicited by the Board of Directors of Dawn
Technologies, Inc. (the "Company") for use at the Annual Meeting of Stockholders
of the Company to be held on May 23, 1996, or any adjournment thereof.
Only stockholders of record of the Company at the close of business on April 23,
1996 are entitled to notice of and to vote at the meeting or any adjournment
thereof. On that date, there were outstanding 9,036,478 shares of common stock,
each share of which entitles its holder to one vote.
The cost of solicitation of proxies will be borne by the Company and it may
reimburse brokers, banks and other custodians, nominees or fiduciaries for their
expenses in sending proxy material to their principals. In addition to the use
of mails, proxies may be solicited by directors, officers and regular employees
of the Company by telephone or otherwise. Such persons will not be specifically
compensated for such services.
The principal executive offices of the Company are located at 560 White Plains
Road, Tarrytown, New York, 10591. This proxy statement is being mailed on or
about April 24, 1996.
The only business which management of the Company intends to present at the
annual meeting is described below. If other matters are properly presented, the
persons named in the proxy will have discretion to vote proxies on such matters
in accordance with their best judgement.
Each stockholder has the right to revoke his proxy at any time before it is
voted. A proxy may be revoked by filing with the Secretary of the Company a
written revocation or duly executed proxy bearing a later date. Moreover, any
stockholder may attend the annual meeting and vote in person whether or not he
has previously given a proxy.
Proposals of stockholders for the 1997 Annual Meeting of Stockholders of the
Company must be received by the Company at the above address by December 26,
1996 for consideration for inclusion in the 1997 proxy material.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 17, 1996, the number of shares and
percentage of the Company's common stock owned, of record and beneficially, by
each person known to the Company to own more than 5% of the outstanding common
stock, each director of the Company and nominee for election as a director, each
named executive officer included in the summary compensation table, all other
executive officers and by all executive officers and directors as a group:
<TABLE>
<CAPTION>
Share Option
Currently Shares Total Percent
Name and Address Owned Available Shares of Class
---------------- --------- --------- --------- --------
<S> <C> <C> <C> <C>
Persons known to own more than 5% of the outstanding common stock:
Warren K. Novick, Director and nominee (b) 2,274,500 225,000(a) 2,499,500 26.99%
Andrew D'Aloia, former Director, President and CEO (e) 1,921,000 225,000(a) 2,146,000 23.17%
Dennis DiDonato, Director, former Co-CEO (b) 364,700 145,000(a) 509,700 5.55%
Directors and nominees (excluding those listed above):
Placido Saretto (b) 7,936 - 7,936 .09%
Victor Winogrado(b) - - - -
Murray Trachten (b,c) 81,560 - 81,560 .90%
Executive officers:
David Sklar, President and Chief Executive Officer (b,d) - - - -
William Winakor, Executive Vice President and Chief
Operating Officer (b,d) - - - -
John Scanlon, Treasurer (b,d) - - - -
John McTigue, former Director, President and CEO (f) 293,000 - - 3.24%
Nicholas Garruto, former Treasurer and Co-CEO (b) 114,000 20,000(a) 134,000 1.48%
All directors and executive officers as a group (8 persons) 2,728,696 370,000(a) 3,098,696 32.94%
</TABLE>
1
<PAGE> 4
(a) Shares that may be acquired upon exercise of stock options within 60 days.
(b) The address of Messrs. Novick, DiDonato, Saretto, Winogrado, Trachten,
Sklar, Winakor, Scanlon and Garruto is care of Dawn Technologies, Inc., 560
White Plains Road, Tarrytown, NY 10591.
(c) Mr. Trachten's ownership does not include 3,960 shares of common stock
owned by Mr. Trachten as custodian for his minor children who reside with
him in which shares Mr. Trachten disclaims any beneficial interest.
(d) Messrs. Sklar, Winakor and Scanlon became executive officers in April 1996.
(e) Mr. D'Aloia's address is 176 Lynam Road, Stamford, Connecticut 06403.
(f) Mr. McTigue's address in 3 Huckelberry Court, Kinnelon, New Jersey 07405.
The information concerning Mr. McTigue's stock ownership is based upon his
representation.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT - Section 16(a) of the
Securities Exchange Act of 1934 requires the Company's directors, executive
officers and persons owning more than ten percent of the Company's common stock
("insiders") to file reports of ownership on Form 3 and changes in ownership on
Forms 4 and 5 with the Securities and Exchange Commission and to furnish the
Company with a copy of all Section 16(a) forms they file. Based solely on the
review of Section 16(a) reports received by the Company and representations
received from certain of the Company's directors and executive officers, the
Company is aware of the following instances of non-compliance with Section 16(a)
by insiders regarding 1995 transactions. Mr. Novick was delinquent in the filing
of a Form 4 for the month of December 1995 regarding four transactions: Mr.
Novick filed the delinquent Form 4 in April 1996. Mr. Trachten, was delinquent
in the filing of a Form 4 for the month of December 1995 regarding two
transactions. Mr. Trachten filed the delinquent Form 4 in March 1996. Mr.
D'Aloia, was delinquent in the filing of a Form 4 for the month of December 1995
regarding three transactions. Mr. D'Aloia filed the delinquent Form 4 in March
1996.
ELECTION OF DIRECTORS
The Board of Directors presently consists of five persons, the terms of whom
expire at the 1996 Annual Meeting of Stockholders when the number of directors
will become four. The accompanying proxy will be voted for the election of the
four nominees named below unless otherwise instructed. The term of the directors
elected at this meeting will expire at the 1997 Annual Meeting of Stockholders
upon the election and qualification of their successors. If any nominee should
become unavailable to serve, the proxy will be voted for the election of a
substitute nominee designated by the Board of Directors. The Board of Directors
of the Company has no reason to believe that any of the nominees named below
will be unavailable to serve.
Directors will be elected by a plurality of the votes cast by holders of the
Company's common stock at the meeting if a quorum is present. Accordingly, the
individuals who receive the largest number of votes cast are elected as
directors up to the number of directors to be chosen at the meeting. Shares not
voted, whether by abstention, broker non-vote or otherwise, have no impact on
the election of directors unless the failure to vote for an individual results
in another individual receiving a larger number of votes. The Company or its
transfer agent will tabulate proxies received prior to the meeting. The Company
intends to have an employee appointed as the inspector of elections at the
meeting to receive the tabulation, to tabulate all other votes, and to certify
the results of the election.
WARREN K. NOVICK Mr. Novick, age 61, has been Chairman, Secretary and a
Director since 1987. Mr. Novick is a private investor and
has periodically acted as a consultant to the Company with
respect to business development. Mr. Novick is currently a
principal stockholder of DMI, Inc., a privately held
corporation operating in the cultured marble industry. Mr.
Novick is currently Chairman of the Board of Directors and a
principal stockholder of New Media Telecommunications, Inc.,
a privately held corporation operating in the
telecommunications industry. Mr. Novick is also a member of
the Board of Directors and an officer and stockholder of
Offshore Metals America, Inc. a corporation operating in the
wire import industry.
PLACIDO SARETTO Mr. Saretto, age 74, has been a Director since 1989. Mr.
Saretto is currently retired. Mr. Saretto was previously
President and principal stockholder of Own Instrument, Inc.,
for over thirty years. Own Instrument, Inc. is a specialty
machine jobbing company located in Mount Vernon, New York.
VICTOR WINOGRADO Mr. Winogrado, age 45, has been a Director since 1992. Since
1994, Mr. Winogrado has been Treasurer and a principal
stockholder of Nova Dye and Print Corp. Mr. Winogrado
previously held positions in the banking industry for over
twenty years with Lloyds Bank, Ltd. and DAIWA Bank, Ltd. Mr.
Winogrado is a member of the American Banking Association
and the American Management Association.
MURRAY TRACHTEN Mr. Trachten, age 60, has been a director since 1994. Mr.
Trachten has been an attorney engaged in private practice
since 1963.
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<PAGE> 5
MANAGEMENT
Set forth below is certain information with respect to the executive officers of
the Company not listed above in "Election of Directors".
DAVID SKLAR Mr. Sklar, age 35, was elected President and Chief Executive
Officer of the Company in April 1996. Since 1994, Mr. Sklar
has been President and Chief Executive Officer of DMI, Inc.,
Designed Marble, Inc. and Distinctive Marble, Inc.,
manufacturers and installers of cultured marble in the
southwest United States. Mr. Sklar was previously general
manager of the "Steel Door" division of FHA Fire Door Corp.,
a privately owned manufacturer of steel doors and frames
serving the New York area.
WILLIAM WINAKOR Mr. Winakor, age 53, was elected Executive Vice President
and Chief Operating Officer of the Company in April 1996.
From 1995 until April 1996, Mr. Winakor was President and
Chief Executive Officer of Aerocess, Inc., a manufacturer
and distributor of after market aerospace parts. Mr. Winakor
was previously President of AGC, Inc., a manufacturer of
aerospace parts and components.
JOHN SCANLON Mr. Scanlon, age 38, was elected Treasurer of the Company in
April 1996. Mr. Scanlon is a sole practitioner Certified
Public Accountant who has agreed to fulfill the duties of
Treasurer and Chief Financial and Accounting Officer of the
Company on an as needed basis. From 1990 until 1996, Mr.
Scanlon was employed by VSM & Co., Certified Public
Accountants and Consultants in Farmington, Connecticut. Mr.
Scanlon is a member of the American Institute of Certified
Public Accountants and the Connecticut Society of Certified
Public Accountants.
EXECUTIVE COMPENSATION
Compensation Summary - The following table sets forth certain information
concerning total compensation during each of the last three fiscal years which
was earned by or paid to the President / Chief Executive Officer of the Company,
and the most highly compensated executive officers of the Company who served in
such capacities on December 31, 1995 and two former President / Chief Executive
Officers of the Company (collectively referred to as the "named executive
officers"). There were no other executive officers of the Company whose combined
salary and bonus for any of these years exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Annual Compensation Compensation Awards
--------------------------------- --------------------------
(a) (c)
Other (b) Securities
Annual Restricted Underlying
Compen- Stock Options/
Name and Principal Position Salary Bonus sation Awards SARS
- --------------------------- ------- ------- ------- ---------- ----------
$ $ $ $ #
<S> <C> <C> <C> <C> <C>
Dennis DiDonato, Co-CEO (e)
1995 140,625 0 7,200 0 0
1994 529,790 93,608 7,200 33,600 250,000
1993 146,563 14,200 4,800 75,000 0
Nicholas Garruto, Co-CEO and Treasurer (d,e)
1995 110,170 0 0 0 0
1994 85,924 0 0 16,080 80,000
1993 - - - - -
Andrew D'Aloia, prior President and CEO (f)
1995 (e) - - - - -
1994 193,867 564,969 7,000 36,000 250,000
1993 382,000 58,000 7,200 0 50,000
John McTigue, prior President and CEO (g)
1995 193,125 0 6,000 0 0
1994 313,213 25,910 7,200 48,000 273,500
1993 149,395 69,000 0 75,000 0
</TABLE>
3
<PAGE> 6
(a) Automobile allowances paid during the fiscal year.
(b) A total of 407,000 shares of restricted common stock were awarded to named
executive officers in 1994. During 1995, the Board of Directors approved
the accelerated vesting of 200,000 of these shares which had been awarded
to Mr. McTigue. If they remain employed by the Company, shares granted to
Messrs. DiDonato and Garruto vest to them at a rate equal to the number of
shares that 10% of the Company's pre-tax profit, as defined, could purchase
at the fair value of the stock at the time it was awarded in 1994 ($0.25
per share). During 1995, Messrs. DiDonato and Garruto became vested in
27,718 and 13,625 shares, respectively, that had been awarded in 1994. The
amounts reported in the table reflect the approximate market value of the
shares at the time of grant. At December 31, 1995, Mr. DiDonato held
149,782 restricted shares with an aggregate market value of approximately
$15,000 and Mr. Garruto held 53,735 restricted shares with an aggregate
market value of approximately $5,000 using the closing bid price at
December 31, 1995 without giving effect to the diminution of value
attributable to the restrictions on such stock. If the Company were to pay
a dividend, dividends would be paid on the restricted shares reported in
this column.
(c) Options granted in 1994 include options granted in exchange for the
cancellation of options during a Company wide option repricing. Pursuant to
the repricing, Mr. McTigue was granted options to purchase 73,500 shares in
exchange for options cancelled, Mr. DiDonato was granted options to
purchase 110,000 shares in exchange for options cancelled and Mr. D'Aloia
was granted options to purchase 250,000 shares in exchange for options
cancelled.
(d) Mr. Garruto became an executive officer in September 1994.
(e) Messrs. DiDonato and Garruto ceased to be executive officers in April 1996.
(f) Mr. D'Aloia ceased to be an executive officer in September 1994. Mr.
D'Aloia's bonus compensation for 1994 does not include compensation accrued
with respect to his agreement not to compete with the Company for five
years. See discussion below under "Other Transactions".
(g) Mr. McTigue ceased to be an executive officer in October 1995. See
discussion below under "Other Transactions".
Options / SAR Grants - There were no options to purchase the Company's common
stock granted to the named executive officers during the year ended December 31,
1995.
Options / SAR Exercises - The following table sets forth certain information
with respect to the exercise of options to purchase the Company's common stock
and SARS by each of the named executive officers during the year ended December
31, 1995 and the unexercised options held by each of the named executive
officers (and their value) as of December 31, 1995:
AGGREGATE OPTION / SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION / SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-The-Money Options
/SARS at Fiscal Year End /SARS at Fiscal Year End
------------------------------ -----------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
(#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Dennis DiDonato 0 0 145,000 105,000 0 0
Nicholas Garruto 0 0 20,000 60,000 0 0
Andrew D'Aloia 0 0 225,000 25,000 0 0
John McTigue 0 0 0 0 0 0
</TABLE>
4
<PAGE> 7
OTHER TRANSACTIONS
The following is a summary of other transactions with directors, officers and
former directors and officers:
The Company pays a fee of $500 per meeting to its directors who are not
otherwise employees of the Company.
During 1995, the Company paid approximately $50,000 for consulting services
rendered by Warren K. Novick, a director of the Company.
During 1994, Mr. D'Aloia (a director of the Company until March 1996)
announced his retirement as president of the Company. Mr. D'Aloia has
agreed not to compete with the Company for a five year period ending
December 31, 1999. As consideration for his agreement not to compete with
the Company, Mr. D'Aloia will receive $125,000 per year through December
31, 1999. The present value of payments under this agreement was accrued in
1994. In September 1995, Mr. D'Aloia agreed to defer the payments due him
under this agreement in order to allow the Company to meet other existing
cash commitments. In addition, accrued payroll includes $197,000 at
December 31, 1995 payable to Mr. D'Aloia as compensation for services
rendered in 1994. Interest expense in 1995 includes approximately $54,000
to Mr. D'Aloia on the Company's non-compete agreement and the accrued
payroll.
In October 1995, the Company completed an agreement with Mr. McTigue which
included Mr. McTigue's resignation. Upon his resignation Mr. McTigue agreed
not to compete with the Company for three years. In exchange for Mr.
McTigue's resignation and agreement not to compete, the Company has agreed
to pay him $60,000 ($15,000 of which was paid in 1995 and the balance of
which was paid in 1996), to pay for his health insurance until December 31,
1996 (or earlier if he becomes eligible to participate in another
employer's plan), to vest 237,500 shares of unvested stock previously
issued to him under the Company's stock bonus plan and to pay him a
commission of up to 1/2 of 1% on the first $25,000,000 of sales of "Cluster
Box Units" to the United States Postal Service. Except for the potential
commission which is contingent upon future sales, the costs associated with
this agreement have been accrued at December 31, 1995.
BOARD OF DIRECTORS AND COMMITTEE MATTERS
The Board of Directors held five meetings during 1995. The Executive Committee
held one meeting during 1995. The Executive Committee considers executive and
administrative matters involved in the management of the Company between Board
of Directors meetings. The Audit Committee held one meeting during 1995. The
Audit Committee which consists of Messrs. Novick and Saretto, reviews the
Company's annual and quarterly reports filed with the Securities and Exchange
Commission and meets periodically with the Company's independent auditors to
review the results of their engagement and any other matters of interest,
including the effectiveness of the Company's system of internal control. The
Compensation Committee which consists of Messrs. Saretto and Winogrado held one
meeting in 1995, the purpose of which was to approve the compensation of
officers of the Company, including awards of bonus shares of the Company's
common stock and options to purchase shares of the Company's common stock. The
Company does not have a Nominating Committee. During 1995, each director of the
Company, attended at least 75% of the combined total of meetings of the Board of
Directors and the committees on which he served while he was a director.
The Company is unaware of any family relationships among its directors,
executive officers or persons nominated or chosen to become directors or
executive officers.
5
<PAGE> 8
RATIFICATION OF APPOINTMENT OF AUDITORS
Unless contrary instructions are noted on the proxy, it will be voted to ratify
the appointment of Arthur Andersen LLP as independent auditors for the Company
for the year ending December 31, 1996. The Board of Directors recommend that the
Stockholders vote FOR such ratification. Ratification of the appointment of
auditors would require a majority of votes cast thereon. Any shares not voted,
whether by abstention, broker non-vote or otherwise, have no impact on the vote.
If the stockholders do not ratify this appointment, other independent auditors
will be considered by the Board of Directors upon the recommendation of the
Audit Committee.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting of Stockholders to be available to respond to appropriate questions and
to have the opportunity to make any statement they feel appropriate.
Arthur Andersen LLP has served as the independent auditor of the Company's
consolidated financial statements since 1991.
By order of the Board of Directors
DAWN TECHNOLOGIES, INC.
Warren K. Novick
Secretary
Tarrytown, New York
April 24, 1996
A copy of the Company's 1995 annual report on Form 10-KSB will be furnished
without charge to stockholders upon written request to John Scanlon, Chief
Financial Officer, Dawn Technologies, Inc., 560 White Plains Road, Tarrytown,
New York, 10591. If exhibits to the Form 10-KSB are also requested, there will
be a charge to cover the Company's copying and handling costs.
It is important that proxies are returned promptly. We urge you to fill in, sign
and return the accompanying form of proxy in the prepaid envelope provided, no
matter how large or small your holdings may be.
6
<PAGE> 9
Form of Proxy Card:
Side 1:
DAWN TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Warren K. Novick
and Murray Trachten, or either one of them, proxies, with full power of
substitution, to vote all shares the undersigned is entitles to vote at the
Annual Meeting of Stockholders of Dawn Technologies, Inc. (the "Company") to be
held at the Company's office at 560 White Plains Road, Tarrytown, New York 10591
on Thursday May 23, 1996 at 10:00 A.M. Eastern Daylight Saving Time, and all
adjournments thereof, and to vote as directed below upon the proposals which are
more fully set forth in the Proxy Statement and otherwise in their discretion
upon such other business as may properly come before the meeting or ant
adjournment or adjournments thereof; all as more fully set forth in the Notice
of Annual Meeting of Stockholders and Proxy Statement, receipt of which is
hereby acknowledged.
(CONTINUED AND TO BE VOTED, SIGNED AND DATED ON REVERSE SIDE)
Side 2:
Please mark your
- --- votes as in this example
FOR ALL WITHHOLD
NOMINEES AUTHORITY
(EXCEPT AS TO VOTE
INDICATED FOR ALL
HEREIN) NOMINEES
1. Election of
Directors --- ---
Nominees: Warren K. Novick, Placido Saretto,
Victor Winogrado, Murray Trachten
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of the appointment of
Arthur Andersen LLP as auditors --- --- ---
UNLESS OTHERWISE SPECIFIED
THIS PROXY WILL BE VOTED "FOR" ALL ITEMS ABOVE
Signatures(s) Date
---------------------------------------------------- --------
Please sign exactly as your name or names appear herein. Each joint owner must
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
7
