<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-12
POLYVISION CORPORATION
- --------------------------------------------------------------------------------
(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):
/ / 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>
POLYVISION CORPORATION
29 Laing Avenue
Dixonville, Pennsylvania 15734
February 23, 1998
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of PolyVision Corporation (the "Company") to be held on Tuesday,
March 24, 1998, 11:00 a.m., local time, at The Mayflower Hotel - The
Conservatory, 15 Central Park West, New York, New York 10023. Enclosed are the
Notice of Annual Meeting, Proxy Statement and a Proxy Card relating to the
Annual Meeting which we urge you to read carefully. Also enclosed is the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1997.
Whether or not you expect to attend the Annual Meeting, please sign and date the
enclosed Proxy Card and return it as promptly as possible to ensure that your
shares will be voted. Because mail delays occur frequently, it is important that
the enclosed Proxy Card be returned well in advance of the meeting.
On Behalf of Your Board of Directors
STEVEN S. ELBAUM
CHAIRMAN OF THE BOARD
DAVID H. HOLT
CHIEF EXECUTIVE OFFICER
<PAGE>
POLYVISION CORPORATION
29 Laing Avenue
Dixonville, Pennsylvania 15734
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 24, 1998
-------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of PolyVision Corporation, a New York corporation (the
"Company"), will be held at 11:00 a.m., local time, on Tuesday, March 24, 1998,
at The Mayflower Hotel - The Conservatory, 15 Central Park West, New York, New
York 10023, for the following purposes:
1. to elect three Class II directors to the Board of Directors,
each to hold office until the 1999 Annual Meeting and until his
successor is elected and qualified; and
2. to consider and transact such other business as may properly be
brought before the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed February 20, 1998, as the record date
for the determination of shareholders entitled to notice of and to vote at the
Annual Meeting and any postponements or adjournments thereof, and only
shareholders of record at the close of business on that date are entitled to
such notice and to vote at the Annual Meeting. A list of shareholders entitled
to vote at the Annual Meeting will be available at the Annual Meeting and at the
offices of the Company for ten days prior to the Annual Meeting.
We hope that you will use this opportunity to take an active part in
the affairs of the Company by voting on the business to come before the Annual
Meeting, either by executing and returning the enclosed Proxy Card or by casting
your vote in person at the Annual Meeting.
SHAREHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE
REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A
STAMPED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. IF A SHAREHOLDER RECEIVES
MORE THAN ONE PROXY CARD BECAUSE HE OR SHE OWNS SHARES REGISTERED IN DIFFERENT
NAMES OR ADDRESSES, EACH PROXY CARD SHOULD BE COMPLETED AND RETURNED.
By Order of the Board of Directors
LAWRENCE W. HAY
VICE PRESIDENT OF FINANCE
Dixonville, Pennsylvania
February 23, 1998
2
<PAGE>
POLYVISION CORPORATION
29 Laing Avenue
Dixonville, Pennsylvania 15734
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 24, 1998
INTRODUCTION
This Proxy Statement is being furnished to the shareholders of
PolyVision Corporation, a New York corporation (the "Company"), in connection
with the solicitation of proxies by the Company's Board of Directors from
holders of outstanding shares of common stock, par value $.001 per share, of the
Company (the "Common Stock"), for use at the Annual Meeting of Shareholders to
be held on Tuesday, March 24, 1998, and any adjournment or postponement thereof.
The expense of this solicitation of proxies will be borne by the
Company. Solicitations will be made only by use of the mail except that, if
deemed desirable, officers and regular employees of the Company may solicit
proxies by telephone, telegraph and personal calls. Brokerage houses,
custodians, nominees and fiduciaries will be requested to forward the proxy
soliciting material to the beneficial owners of the stock held of record by such
persons and the Company will reimburse them for their reasonable expenses
incurred in this connection.
The Company's Annual Report on Form 10-K, including financial
statements for the fiscal year ended April 30, 1997, accompanies but does not
constitute part of this Proxy Statement.
The purpose of the meeting and the matters to be acted upon are set
forth in the attached Notice of Annual Meeting. As of the date of this Proxy
Statement, the Board of Directors knows of no other business which will be
presented for consideration at the Annual Meeting. A shareholder giving a proxy
pursuant to the present solicitation may revoke it at any time before it is
exercised by submitting a duly executed proxy bearing a later date or by
delivering to the Secretary of the Company a written notice of revocation prior
to the Annual Meeting. No proxy will be used if the shareholder is personally
present at the meeting and informs the Company that such shareholder wishes to
vote the shares in person. Subject to such revocation, all shares represented by
a properly executed proxy received prior to or at the Annual Meeting will be
voted by the proxy holders whose names are set forth in the accompanying proxy
in accordance with the instructions on the proxy. If no instruction is specified
with respect to a matter to be acted upon, the shares represented by the proxy
will be voted "FOR" the election of the nominees for director set forth herein.
If any other business shall properly come before the Annual Meeting, votes will
be cast pursuant to said proxies in respect of any such other business in
accordance with the judgment of the persons acting under said proxies.
It is anticipated that the mailing to shareholders of this Proxy
Statement and the enclosed proxy will commence on or about February 23, 1998.
<PAGE>
OUTSTANDING SECURITIES AND VOTING RIGHTS
Only shareholders of record at the close of business on February 20,
1998 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting. At that date, there were 8,561,762 outstanding shares of Common Stock,
the only outstanding voting security of the Company. There was no beneficial
owner (as defined under the rules of the Securities and Exchange Commission) of
more than 5% of the Common Stock known to the Company at the Record Date, other
than as set forth under the caption "Security Ownership of Certain Beneficial
Owners and Management" below.
The holders of a majority of the outstanding shares of Common Stock,
present in person or by proxy, will constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes will be counted for purposes of determining the
presence or absence of a quorum. "Broker non-votes" are shares held by brokers
or nominees which are present in person or represented by proxy, but which are
not voted on a particular matter because instructions have not been received
from the beneficial owner. The affirmative vote of the holders of a majority of
the shares of Common Stock present or represented at the Annual Meeting is
required to elect directors pursuant to Proposal No. 1. In accordance with New
York law and the Company's Restated Certificate of Incorporation and By-laws,
abstentions and broker non-votes will not be counted in determining the number
of votes cast on this proposal, and consequently will not affect the outcome.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as to the shares of Common
Stock owned as of the Record Date, by (i) each person known to the Company to be
the beneficial owner of more than 5% of the Common Stock; (ii) each director;
(iii) each executive officer named in the Summary Compensation Table herein; and
(iv) all directors and executive officers of the Company as a group. Unless
otherwise indicated in the footnotes following the table, (a) the persons as to
whom the information is given had sole voting and investment power over the
shares of Common Stock shown as beneficially owned by them, and (b) the business
address of each such person is c/o PolyVision Corporation, 29 Laing Avenue,
Dixonville, Pennsylvania 15734.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES COMMON STOCK
NAME AND ADDRESS OF BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OWNED(1) OWNED(1)
- ------------------- ------------ ------------
<S> <C> <C>
The Alpine Group, Inc. 1,576,345 18.5%
1790 Broadway
New York, NY 10017
Steven S. Elbaum 431,194(2)(3) 5.0%
c/o The Alpine Group, Inc.
1790 Broadway
New York, NY 10019
Ivan Berkowitz 157,931(4) 1.8%
1790 Broadway
New York, NY 10019
Lyman C. Hamilton, Jr. 54,848(2)(3) *
69 Byron Drive
Avon, CT 06001
David H. Holt 50,000 *
Stephen C. Knup 28,750(2)(3) *
c/o MG North America Holdings Inc.
520 Madison Avenue
New York, NY 10022
Bragi F. Schut 137,803(2)(3) 1.6%
c/o The Alpine Group, Inc.
1790 Broadway
New York, NY 10019
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES COMMON STOCK
NAME AND ADDRESS OF BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OWNED(1) OWNED(1)
- ------------------- ------------ ------------
<S> <C> <C>
Joseph A. Menniti 46,929(5) *
All executive officers and 932,455 (2)(6) 10.7%
directors as a group
(8 persons)
</TABLE>
- ------------------------
* Percentage ownership is less than 1%.
(1) Includes, in accordance with Rule 13d-3(d)(1)(i) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), 8,561,762 shares
of Common Stock outstanding as of the Record Date, and to the extent set
forth in the next sentence only, includes shares issuable upon the
exercise of options within 60 days of such date under the Company's 1994
Stock Option Plan held by the persons included in the table. For the
purpose of computing the percentage of outstanding shares beneficially
owned by a particular person, any securities not outstanding which are
subject to options, warrants, rights or conversion privileges
exercisable by that person within 60 days of the Record Date, have been
deemed to be outstanding, but have not been deemed outstanding for the
purpose of computing the percentage of the class beneficially owned by
any other person.
(2) Pursuant to the Company's 1995 Directors Stock Grant Plan, each of
Messrs. Elbaum, Hamilton, Knup and Schut were granted 10,000 shares of
Common Stock in October 1995. Under the terms of the 1995 Directors
Stock Grant Plan, one-third of such shares vested on the date of the
1995 Annual Meeting of Shareholders, one-third of such shares vested on
the date of the 1996 Annual Meeting of Shareholders and one-third of
such shares vest on the date of this Annual Meeting.
(3) Pursuant to the Company's 1995 Directors Stock Option Plan, each of
Messrs. Elbaum, Hamilton, Knup and Schut were granted stock options to
purchase 25,000 shares of Common Stock in October 1995 at an exercise
price of $3.86 per share. Under the terms of the 1995 Directors Stock
Option Plan, such options are exercisable over a four-year period,
vesting as to one-fourth of the total number of options granted in
October of each year, commencing October 1996.
(4) Includes (i) 15,000 "restricted" shares of Common Stock granted to Mr.
Berkowitz under the terms of his former employment agreement with the
Company, and (ii) stock options to purchase 87,500 shares of Common
Stock granted to Mr. Berkowitz under the terms of the Company's 1994
Stock Option Plan at an exercise price of $3.86.
(5) Includes (i) 6,000 of the 15,000 "restricted" shares of Common Stock
granted to Mr. Menniti under the terms of his employment agreement with
the Company, with the remaining shares to be earned in equal 3,000 share
installments on May 1, 1998, 1999 and 2000, subject to certain
conditions in the event of Mr. Menniti's earlier termination of
employment, and (ii) stock options to purchase 37,500 of the 75,000
shares of Common Stock granted to Mr. Menniti under the terms of the
Company's 1994 Stock Option Plan at an exercise price of $3.86, with the
remaining
4
<PAGE>
options to be exercisable in equal 18,750 share installments on May 1,
1997, 1998 and 1999, subject to certain conditions in the event of Mr.
Menniti's earlier termination of employment.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation provides that the
Board of Directors of the Company shall consist of three to nine directors.
Presently, the Board of Directors of the Company is comprised of six directors
and is divided into two classes, with staggered two-year terms, and one class of
directors is elected at each Annual Meeting of Shareholders. Section 704 of the
New York Business Corporation Law provides that where a Board of Directors is
classified, no class shall include less than three directors.
At the 1996 Annual Meeting of Shareholders, Ivan Berkowitz, Stephen C.
Knup and Bragi F. Schut were re-elected to the Company's Board of Directors as
Class I directors to hold office until the 1998 Annual Meeting of Shareholders
and until their successors are elected and qualified. At the 1995 Annual Meeting
of Shareholders, Steven S. Elbaum and Lyman C. Hamilton, Jr. were elected as
Class II directors to hold office until the 1997 Annual Meeting of Shareholders
and until their successors are elected and qualified. In December 1997, David H.
Holt, the Company's Chief Executive Officer, was elected a Class II director to
fill a vacancy on the Company's Board.
At the Annual Meeting, in accordance with the Company's Restated
Certificate of Incorporation and By-laws which relate to corporate governance,
three persons are to be elected to the Board of Directors of the Company as
Class II directors to hold office until the 1999 Annual Meeting of Shareholders
and until their successors are elected and qualified, and it is intended that
shares represented by properly executed proxies will be voted, in the absence of
contrary instructions, in favor of the election of the following named nominees,
all of whom are presently Class II directors: Steven S. Elbaum, Lyman C.
Hamilton, Jr. and David H. Holt. The directors unanimously approved the
nominations as noted at a special meeting of the Board of Directors held
December 9, 1997. The affirmative vote of the holders of a majority of the
shares of Common Stock present or represented at the Annual Meeting is required
to elect the foregoing nominees to the Board of Directors.
The persons named in the enclosed proxy intend to vote the shares
represented by proxies for the Board of Directors nominees unless the vote for
such persons is withheld. If any of those nominated should not continue to be
available for election, it is intended that the shares represented by the
proxies will be voted for such other person or persons as the Board shall
designate. No circumstances are presently known which would render any nominee
named herein unavailable for election.
5
<PAGE>
NOMINEES FOR DIRECTOR
DIRECTORS TO HOLD OFFICE UNTIL 1999 (CLASS II)
STEVEN S. ELBAUM - AGE 49
Director since 1994
Mr. Elbaum was elected Chairman of the Board and a director of the
Company in December 1994. Mr. Elbaum has been a director of The Alpine Group,
Inc. ("Alpine"), a diversified industrial company, since 1980 and has served as
its Chairman of the Board and Chief Executive Officer since June 1984. Mr.
Elbaum has also been the Chairman of the Board, President and Chief Executive
Officer of Superior TeleCom, Inc. ("Superior TeleCom"), a manufacturer of copper
telecommunications wire and cable, since July 1996. Mr. Elbaum serves on the
Board of Directors of Interim Services, Inc., a provider of value-added staffing
and healthcare services, HumaScan, Inc., a developer of medical monitoring
devices, and Broadway and Seymour, Inc., a developer and vendor of computer
software technologies.
LYMAN C. HAMILTON, JR. - AGE 71
Director since 1995
Mr. Hamilton was elected a director of the Company in May 1995. Mr.
Hamilton is currently a private investor and served as President and Chief
Executive Officer of APV, Inc., a wholly-owned subsidiary of the Company engaged
in the research and development of a proprietary flat panel display technology,
from March 1991 to December 1992. From December 1989 to September 1990, Mr.
Hamilton served as Chairman and Chief Executive Officer of Imperial Corporation
of America, a public bank holding company (Imperial Corporation of America filed
a petition under Chapter 11 of the U.S. Bankruptcy Code in February 1990); and
from 1980 to December 1989, he served as Chairman and President of Tamco
Enterprises, Inc., a private investment company. From 1962 to 1979, Mr. Hamilton
served in various senior executive officer positions with ITT Corp. and was its
Chief Executive Officer in 1978 and 1979 and a director of ITT Corp. from 1974
to 1979. Mr. Hamilton currently serves on the Board of Directors of InterDigital
Communications Corp., a manufacturer of wireless telephone equipment,
Scan-Optics, Inc., a manufacturer of optical character recognition equipment,
and is a member of the Advisory Boards of Desai Capital Management and UBS Asset
Management. Mr. Hamilton served on Alpine's Board of Directors from 1991 to
November 1993.
DAVID H. HOLT - AGE 43
Director since 1997
Mr. Holt became Chief Executive Officer of the Company in April 1997.
From January 1996 to January 1997, he served as Group Vice President of Beloit
Corporation, a subsidiary of Harnischfeger Industries, which manufacturers and
markets machinery and systems for the pulp and paper industry. From 1976 to
1996, Mr. Holt held various financial, marketing and general management
positions with Beloit Corporation.
6
<PAGE>
DIRECTORS CONTINUING IN OFFICE UNTIL 1998 (CLASS I)
IVAN BERKOWITZ - AGE 51
Director since 1995
Mr. Berkowitz was elected a director of the Company in May 1995, and
served as Chief Executive Officer of the Company from such date to April 1997.
Previously, from September 1993 to March 1995, he was the Managing General
Partner of Steib & Company, a private investment partnership. Since March 1995,
Mr. Berkowitz has also been a director of Propierre I, a public French real
estate mutual fund, and, since July 1995, a director of Harmony Holdings, Inc.,
a company engaged in the commercial film production business. From 1978 through
December 1994, Mr. Berkowitz was a Managing Director of Chestnut Hill
Securities, Inc., a registered broker-dealer in Los Angeles, California.
STEPHEN C. KNUP - AGE 55
Director since 1995
Mr. Knup was elected a director of the Company in May 1995. Mr. Knup
has been the Executive Vice President and Chief Financial Officer of MG North
America Holdings Inc. (formerly known as MetallGesellschaft Corp.), a raw
materials company, from November 1994 to the present. Mr. Knup formerly served
as Chief Operating Officer of Frankel & Co., an insurance brokerage company,
from May 1994 to November 1994, and as the Senior Vice President and Chief
Financial Officer of AMAX Inc., a natural resource and a natural gas producer,
from February 1988 to December 1993, and as a consultant to Cyprus Amax Minerals
Company, its successor by merger, from January 1994 to March 1994.
BRAGI F. SCHUT - AGE 56
Director since 1994
Mr. Schut was elected a director of the Company in December 1994. Mr.
Schut has been a director of Alpine since 1984 and its Executive Vice President
since 1986. Mr. Schut is also a director of Superior TeleCom.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE NOMINEES FOR DIRECTOR LISTED ABOVE.
7
<PAGE>
INFORMATION ABOUT BOARD
MEETINGS AND COMMITTEES, AND MANAGEMENT
There were three meetings of the Board of Directors during the fiscal
year ended April 30, 1997. Each incumbent director attended all of the Board of
Directors meetings and the meetings of Board Committees on which he served.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE - During the fiscal year ended April 30, 1997, the
Audit Committee of the Company's Board of Directors consisted of Steven S.
Elbaum, Lyman C. Hamilton, Jr. and Stephen C. Knup. The Audit Committee met once
during the fiscal year ended April 30, 1997, at which it reviewed the financial
results of the Company and discussed the prospective audit for the fiscal year
ended April 30, 1997 with the Company's independent auditors. The Audit
Committee is primarily responsible for reviewing the services performed by the
Company's independent auditors and evaluating the Company's accounting policies
and its system of internal control.
COMPENSATION COMMITTEE - During the fiscal year ended April 30, 1997,
the Compensation Committee of the Company's Board of Directors consisted solely
of Bragi F. Schut. The Compensation Committee did not meet during the fiscal
year ended April 30, 1997, as there were no material compensation matters to be
considered. The Compensation Committee is primarily responsible for reviewing
and approving the salary and benefits policies of the Company, including
compensation of executive officers. Commencing in December 1997, pursuant to
resolutions of the Company's Board of Directors, Ivan Berkowitz and Stephen C.
Knup were appointed to the Compensation Committee.
STOCK OPTION COMMITTEE - During the fiscal year ended April 30, 1997,
the Stock Option Committee of the Company's Board of Directors consisted solely
of Bragi F. Schut. The Stock Option Committee administers the 1994 Stock Option
Plan, and recommends and approves grants of stock options under such plans.
During the fiscal year ended April 30, 1997, the Stock Option Committee did not
meet. Options granted to Messrs. Berkowitz, Holt and Menniti pursuant to their
respective employment agreements were approved by the entire Board of Directors
as a whole.
DIRECTORS STOCK GRANT AND STOCK OPTION COMMITTEES - The Company's Board
of Directors does not have a separate Directors Stock Grant or Stock Option
Committee, but rather administers such plans as a whole.
NOMINATING COMMITTEE - The Company's Board of Directors does not have a
Nominating Committee, but rather performs these functions as a whole.
DIRECTORS' COMPENSATION
In addition to grants made pursuant to the Company's 1995 Directors
Stock Option and Stock Grant Plans, non-employee directors receive $500 for each
board or committee meeting attended. All expenses in connection with attendance
at such meetings are paid by the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 1995, the Company entered into an agreement with Alpine, the
Company's largest single shareholder, pursuant to which the Company had the
right to borrow prior to May 24, 1997, up to
8
<PAGE>
$5,000,000 from Alpine to be used by the Company to fund its working capital
needs, including research, development and commercialization activities in
connection with the flat panel display technology of APV, Inc., a wholly-owned
subsidiary of the Company. Borrowings under the agreement are unsecured and bear
interest at a market rate reflecting Alpine's cost of borrowing such funds
(currently approximately 8-1/2%), with interest payable semiannually in cash.
The principal balance outstanding is due on May 24, 2005, subject to mandatory
prepayment of principal and interest, in whole or in part, from the net cash
proceeds of any public or private, equity or debt financing made by the Company
at any time before maturity. As of April 30, 1997, $5,000,000 was outstanding
under such agreement.
In April 1997, the Company entered into an agreement with Alpine to
borrow $811,000 to fund its corporate borrowing requirements. Borrowings under
this agreement are also at Alpine's cost of borrowing such funds. The Company
has historically relied upon the support of Alpine to meet its working capital
needs and financial commitments. The Company's obligations to Alpine are
comprised of accrued dividends and indebtedness which total approximately
$10,500,000 as of April 30, 1997. The indebtedness to Alpine increased by
approximately $3,000,000 during fiscal 1997. Alpine has agreed to advance
further funds to the Company through July 31, 1998 as may be necessary for the
Company to meet its financial commitments to third parties incurred in the
ordinary course of business. The decision to continue to provide such financial
support is made annually by Alpine and future decisions will be based upon the
conditions existing at that time.
The Board of Directors of the Company and Alpine contain some of the
same members. See "Proposal No. 1: Election of Directors."
Adience, Inc. ("Adience"), a wholly-owned subsidiary of Alpine, has
performed certain management and administrative services for the Company. These
services included the use of Adience's management information system. The fee
paid by the Company for these services in fiscal 1997 and in prior years, as
agreed to by the Boards of Adience and the Company, was $300,000. Effective May
1997, these services are no longer being provided by Adience, as the Company
currently performs them internally.
9
<PAGE>
MANAGEMENT
The names and ages of the executive officers of the Company, and their
positions with the Company, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
David H. Holt..................... 43 Chief Executive Officer
Joseph A. Menniti................. 60 President and Chief Operating Officer
Lawrence W. Hay................... 53 Vice President of Finance and Secretary
</TABLE>
See "Nominees for Directors" above for certain biographical information
concerning David H. Holt.
JOSEPH A. MENNITI was elected President and Chief Operating Officer of
the Company in May 1995. From 1989 to May 1995, Mr. Menniti was the President of
DNE Technologies, Inc., a wholly-owned subsidiary of Alpine which designs,
manufactures and markets electronic and communications products and systems for
the military, government and commercial sectors. Mr. Menniti held various
positions at Grumman Aerospace Corporation prior thereto.
LAWRENCE W. HAY was appointed Vice President of Finance of the Company
in August 1996. From 1985 to January 1996, Mr. Hay served as Vice President of
Finance and Administration of Ceramicus, Inc., a manufacturer of ceramic tile.
From February to July 1996, Mr. Hay acted as a freelance business consultant.
No family relationship exists among any of the directors or executive
officers of the Company. No arrangement or understanding exists between any
director or executive officer and any other person pursuant to which any
director or executive officer was selected as a director or executive officer of
the Company. All executive officers are appointed annually by the Board of
Directors.
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth the cash compensation (including cash
bonuses) paid or accrued by the Company for its fiscal year ended April 30, 1997
and the two prior fiscal years to its Chief Executive Officer and to the three
other executive officers of the Company whose compensation exceeded $100,000 at
April 30, 1997 (the "Named Executive Officers"):
10
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
----------------------------------- ---------------------------
COMMON
OTHER ANNUAL RESTRICTED STOCK
NAME AND FISCAL SALARY BONUS COMPENSATION STOCK UNDERLYING
PRINCIPAL POSITION YEAR ($) ($) ($)(5) AWARDS (#) OPTIONS (#)
- ------------------ ------ ----------- -------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Ivan Berkowitz (1) 1997 $206,000 $35,000 -- -- --
Former Chief Executive 1996 200,000 -- -- 25,000 175,000
Officer and Director 1995 -- -- -- -- --
David H. Holt(2) 1997 $ 22,000 -- -- -- --
Chief Executive Officer
and Director
Joseph A. Menniti (3) 1997 $191,000 30,000 -- -- --
President and Chief 1996 185,000 -- 32,000(4) 15,000 75,000
Operating Officer 1995 -- -- -- -- --
</TABLE>
- ------------------------
(1) Mr. Berkowitz resigned as the Chief Executive Officer of the Company in
April 1997.
(2) Mr. Holt became the Chief Executive Officer of the Company in April 1997.
(3) Mr. Menniti was elected the President and Chief Operating Officer of the
Company in May 1995.
(4) This amount was received as a signing bonus under Mr. Menniti's employment
agreement. See "Employment Agreements" below.
(5) The aggregate value of benefits to be reported under the "Other Annual
Compensation" column did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for the Named Executive Officer.
11
<PAGE>
EMPLOYMENT AGREEMENTS
In April 1997, Ivan Berkowitz resigned as the Chief Executive Officer
of the Company. Mr. Berkowitz received compensation and other benefits under his
employment agreement through June 30, 1997, at which time such agreement
terminated. Pursuant to the terms of his employment agreement, Mr. Berkowitz
received a bonus of $35,000 in respect of fiscal 1996 and a stock grant of
15,000 shares of the Company's Common Stock.
At the time of Mr. Berkowitz's resignation, the Company entered into an
employment agreement with David H. Holt to serve as the Company's Chief
Executive Officer through March 15, 2000. Under his employment agreement, Mr.
Holt is entitled to receive an annual base salary of $175,000, subject to annual
cost-of-living adjustments, and incentive compensation (payable in either cash
or restricted stock) of up to 40% of his annual base salary upon the achievement
of targeted corporate objectives, determined by the Company's Board of
Directors. Mr. Holt is also entitled to receive incentive stock options to
purchase 150,000 shares of the Company's Common Stock at an exercise price of
$0.65, vesting in three equal installments on March 15, 1998, 1999 and 2000. In
addition, if Mr. Holt's employment is terminated by the Company for any reason
other than for "Cause" (as defined) or by Mr. Holt for "Good Reason" (as
defined) such executive is entitled to payment of one times his base salary plus
any amount due for incentive compensation. Mr. Holt agreed not to compete with
the Company during his term of employment and for two years thereafter.
Pursuant to an Employment Agreement, dated as of May 1, 1995, between
the Company and Joseph A. Menniti, Mr. Menniti has agreed to serve as the
President and Chief Operating Officer of the Company until either he or the
Company elects to terminate such employment upon prior written notice. Under the
terms of his Employment Agreement, Mr. Menniti is entitled to an annual base
salary, subject to annual reviews, of $185,000, for services rendered in such
position, plus an annual bonus of not less than 30% of such base salary in the
event the Company achieves annual targeted performance objectives set by the
Company's Board of Directors.
In addition, pursuant to his Employment Agreement, the Company agreed
to grant to Mr. Menniti stock options to purchase 75,000 shares of the Company's
Common Stock at an exercise price of $3.82 and vesting in five equal annual
installments. The Company also agreed to make restricted stock grants to Mr.
Menniti in the amount of 15,000 shares of the Company's Common Stock, to be held
by the Company and released at a rate of 3,000 shares per year. In addition, if
Mr. Menniti's employment is terminated by the Company for any reason other than
for "Cause" (as defined) or by Mr. Menniti for "Good Reason" (as defined), he is
entitled to payment of one times his base salary if termination occurs on or
before May 1, 1999 and one and one-half times his salary if termination occurs
thereafter, in each case together with the annual bonus that he would have been
entitled to had his employment not been so terminated. Mr. Menniti has agreed
not to compete with the Company during his term of employment and for two years
thereafter and not to disclose any part of the Company's proprietary technology
in perpetuity.
STOCK OPTIONS
The following table sets forth information with respect to grants of
options ("Options") to purchase Common Stock under the Company's 1994 Stock
Option Plan to the Named Executive Officers during the fiscal year ended April
30, 1997:
12
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1997
% OF TOTAL POTENTIAL REALIZED
OPTIONS VALUE AT ASSUMED
GRANTED TO EXERCISE ANNUAL RATE OF STOCK
OPTIONS EMPLOYEES PRICE EXPIRATION APPRECIATION FOR
NAME GRANTED(1) IN FISCAL YEAR ($/SH)(1) DATE OPTION TERM(2)
---- ---------- -------------- --------- ---------- --------------------
5% 10%
-------- --------
<S> <C> <C> <C> <C> <C> <C>
David H. Holt.......... 150,000 100.0% $0.65 March 2000 $0 $0
</TABLE>
- ------------------------
(1) All options were granted at or above market value on the date of grant.
(2) These amounts represent certain assumed rates of appreciation only.
Actual gains, if any, on option exercises are dependent upon other
factors, including the future performance of the Common Stock and
overall stock market conditions.
The following table sets forth for the Named Executive Officers
information on options exercised, unexercised options and year-end option values
in each case with respect to options to purchase shares of the Company's Common
Stock:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES DURING FISCAL 1997 AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
SHARES VALUE UNDERLYING VALUE OF UNEXERCISED
NAME ACQUIRED ON REALIZED UNEXERCISED OPTIONS AT IN THE MONEY OPTIONS
EXERCISE(#) ($) APRIL 30, 1997(#) AT APRIL 30, 1997(1)
----------- -------- ------------------------- -----------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
David H. Holt......... -0- -0- -0- 150,000 $0 $0
</TABLE>
- ------------------------
(1) Represents the difference between the last sale price of the Common
Stock on April 30, 1997 ($0.25), and the exercise price of the option
multiplied by the applicable number of shares.
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The sole member of the Compensation Committee of the Board of Directors
was Bragi F. Schut during the fiscal year ended April 30, 1997. No member of the
Board of Directors or the Compensation Committee has any interlocking
relationship with any other corporation that requires disclosure under this
heading.
REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors
of the Company was established in 1990 and did not hold any meetings during the
fiscal year ended April 30, 1997. The duties and responsibilities of the
Committee include the following:
(a) approval of annual salaries and other benefits provided for
executive officers of the Company;
(b) approval of the adoption of compensation plans in which the
executive officers of the Company may be participants and
awarding of benefits under such plans; and
(c) undertaking studies and making recommendations with respect to
the Company's compensation structure and policies and the
development of management personnel.
The Committee's policies with respect to executive compensation are
intended to achieve the following goals. First, they are intended to create base
compensation levels sufficient to attract and retain talented and dedicated
executive officers. Second, the compensation policies are intended to provide a
direct link between performance during the year (both the performance of the
Company as a whole and the performance of the individual officer) as a part of
the officer's compensation. Third, the compensation policies are intended to
provide executive officers with the opportunity to acquire an equity stake in
the Company through the grant of options pursuant to the Company's 1994 Stock
Option Plan.
During the fiscal year ended April 30, 1997, the full Board approved
bonuses and granted options to certain of its executive officers and certain
employees. In each case, the Board's decision was based upon the principles and
procedures outlined above.
COMPENSATION COMMITTEE
Bragi F. Schut
The Report of the Compensation Committee on Executive Compensation
shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended, or under the Exchange Act, except to the
extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such acts.
14
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following chart compares the value of $100 invested in the
Company's Common Stock from December 1992 to April 30, 1997, with a similar
investment in the Dow Jones Equity Market Index and the Dow Jones Heavy
Construction Index.
COMPARISON OF 52 MONTH CUMULATIVE TOTAL RETURN*
AMONG POLYVISION CORPORATION, THE DOW JONES EQUITY MARKET INDEX
AND THE DOW JONES HEAVY CONSTRUCTION INDEX
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
----------------------------------------------------------------
12/92 12/93 12/94 4/95 4/96 4/97
<S> <C> <C> <C> <C> <C> <C> <C>
PolyVision Corporation PLI 100 92 83 75 18 2
Dow Jones Equity Market
Index IDOW 100 110 111 125 164 205
Dow Jones Heavy
Construction Index ICON 100 105 101 115 144 130
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and holders of more than ten percent of the Company's Common
Stock to file with the Securities and Exchange Commission ("SEC") and the
American Stock Exchange initial reports of ownership and reports of changes in
ownership of the Company's Common Stock. Such persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely upon its review of the copies of such forms received by
the Company, or representations from certain reporting persons that no year-end
Forms 5 were required for those persons, the Company believes that, during the
fiscal year ended April 30, 1997, all filing requirements applicable to its
executive officers, directors and greater than ten percent beneficial owners
were complied with.
15
<PAGE>
PROPOSALS OF SHAREHOLDERS
Under certain circumstances, shareholders are entitled to present
proposals for consideration at shareholders meetings. Any such proposal to be
included in the proxy statement for the Company's 1998 Annual Meeting of
Shareholders must be submitted to the Secretary of the Company prior to May 31,
1998. It is suggested that such proposals be sent by Certified Mail, Return
Receipt Requested.
OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
The Company knows of no other matters to be presented at the Annual
Meeting, but if any other matters should properly come before the meeting, it is
intended that the persons named in the accompanying form of proxy will vote the
same in accordance with their best judgment and their discretion, and authority
to do so is included in the proxy.
By Order of the Board of Directors
LAWRENCE W. HAY
VICE PRESIDENT OF FINANCE
16
<PAGE>
POLYVISION CORPORATIOIN
866 NORTH MAIN STREET EXTENSION
WALLINGFORD, CONNECTICUT 06492
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
POLYVISION CORPORATION
FOR THE ANNUAL MEETING OF SHAREHOLDERS--TUESDAY, MARCH 24, 1998
The undersigned hereby constitutes and appoints Steven S. Elbaum, Ivan
Berkowitz and Lawrence W. Hay, each of them his true and lawful agents and
proxies with full power of substitution in each, to represent the undersigned at
the Annual Meeting of Shareholders of POLYVISION CORPORATION (the "Company"), to
be held at The Mayflower Hotel--The Conservatory, 15 Central Park West, New
York, New York 10023, at 11:00 a.m., local time, on Tuesday, March 24, 1998, and
at any adjournments thereof, on all matters coming before said meeting.
<TABLE>
<S> <C>
1. Election of three Class 2 Directors to the Board of Directors, each to hold office until the 1999 Annual Meeting and
until his successor is elected and qualified.
Class II: Steven S. Elbaum, Lyman C. Hamilton, Jr., David H. Holt
(Mark only one)
/ / VOTE FOR all nominees listed above (except as marked to the contrary below)
/ / VOTE WITHHELD from all nominees listed above
(INSTRUCTION: To withold authority to vote for any individual nominee, write that nominee's name in the space
provided above.)
</TABLE>
In their discretion, upon any other matters as may properly come before the
meeting.
<PAGE>
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 EACH OF THE PROPOSALS.
Sign exactly as name appears on
stock certificate. Executors,
administrators and trustees
should give full title as such.
If the signer is a corporation,
please sign full corporate name
by duly authorized officer.
Dated ___________________, 1998
_______________________________
_______________________________
Signature of Shareholder
Please mark, sign, date and return the proxy card promptly using the
enclosed envelope.
