<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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] $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:
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1997
----------------
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
Mobile Telecommunication Technologies Corp., a Delaware corporation (the
"Company"), will be held at the Capital Club, 125 South Congress Street,
Capital Towers Building, 19th Floor, Jackson, Mississippi 39201 on May 22,
1997 at 3:00 P. M., Central Daylight Savings Time, for the following purposes:
(1) To elect three Directors to serve for a three-year term expiring at the
2000 Annual Meeting of Stockholders; and
(2) To consider and take action upon any other matters that may properly
come before the 1997 Annual Meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Leonard G. Kriss
----------------------------------
Leonard G. Kriss
Secretary
Jackson, Mississippi
April 16, 1997
IF YOU CANNOT BE PRESENT IN PERSON, PLEASE MARK, DATE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY.
<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
200 SOUTH LAMAR STREET
MTEL CENTRE
SOUTH BUILDING
JACKSON, MISSISSIPPI 39201
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors of Mobile
Telecommunication Technologies Corp. (the "Company") in connection with the
1997 Annual Meeting of Stockholders to be held at the Capital Club, 125 South
Congress Street, Capital Towers Building, 19th Floor, Jackson, Mississippi
39201 on May 22, 1997 at 3:00 P.M., Central Daylight Savings Time, or any
adjournment thereof. This Proxy Statement and the enclosed proxy card were
first sent or given to stockholders of the Company on or about April 18, 1997.
Holders of record of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), as of the close of business on April 11, 1997 will be
entitled to vote at the 1997 Annual Meeting or any adjournment thereof, and
each holder of record of Common Stock on such date will be entitled to one
vote for each share held. As of April 11, 1997, there were 54,457,855 shares
of the Company's Common Stock outstanding.
Shares of Common Stock cannot be voted at the 1997 Annual Meeting unless the
beneficial owner is present or represented by proxy. Any stockholder giving a
proxy may revoke it at any time before it is voted by giving written notice of
revocation to the Company, c/o Leonard G. Kriss, Senior Vice President,
General Counsel and Secretary, at the address shown above, or by executing and
delivering prior to the 1997 Annual Meeting a proxy bearing a later date. Any
stockholder who attends the 1997 Annual Meeting may revoke the proxy by voting
his or her shares of Common Stock in person.
All properly executed proxies, unless previously revoked, will be voted at
the 1997 Annual Meeting or any adjournment thereof in accordance with the
directions given. With respect to the election of three Directors to serve
until the 2000 Annual Meeting, stockholders of the Company voting by proxy may
vote in favor of all nominees, may withhold their vote for all nominees or may
withhold their vote as to any individual nominee. If no specific instructions
are given, shares of Common Stock represented by a properly executed proxy
will be voted FOR all nominees for election as Directors, and in the
discretion of the persons named therein as proxies on all other matters that
may be brought before the 1997 Annual Meeting or any adjournment thereof.
A majority of the outstanding shares of Common Stock must be represented in
person or by proxy at the 1997 Annual Meeting in order to constitute a quorum
for the transaction of business. Abstentions and non-votes will be counted for
purposes of determining the existence of a quorum at the 1997 Annual Meeting.
The three nominees for election as Directors will be elected by the
affirmative vote of a plurality of the shares of Common Stock present in
person or by proxy and actually voting at the 1997 Annual Meeting. Abstentions
and non-votes will have no effect on the outcome of the voting to elect the
Directors. A non-vote may occur when a nominee holding shares of Common Stock
for a beneficial owner does not vote on a proposal because such nominee does
not have discretionary voting power and has not received instructions from the
beneficial owner.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 1, 1997 certain information with
respect to all stockholders known by the Company to be the beneficial owners
of more than 5% of the Company's Common Stock, the only class of voting
securities currently outstanding, as well as information with respect to the
Company's Common Stock owned beneficially by each Director of the Company,
each Executive Officer named in the Summary Compensation Table on page 9, and
by all Directors and Executive Officers of the Company as a group. Certain
information set forth in the table is based upon information contained in
filings made by such beneficial owners with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF BENEFICIAL APPROXIMATE
BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
------------------- -------------------- ----------------
<S> <C> <C>
John N. Palmer........................... 2,151,616(2) 3.95%
John T. Stupka........................... 15,421(3) *
Haley Barbour............................ 52,690 *
Thomas G. Barksdale...................... 83,000(4) *
Jai P. Bhagat............................ 569,302(5) *
Gregory B. Maffei........................ 38,330(6) *
R. Faser Triplett........................ 352,934(7) *
R. Gerald Turner......................... 6,400 *
E. Lee Walker............................ 100,000(8) *
John E. Welsh III........................ 456,685(9) *
Robert Kaiser............................ 6,168(10) *
Leonard G. Kriss......................... 136,249(11) *
Calvin C. LaRoche........................ 122,080(12) *
All Directors and Executive Officers of
the Company as a Group
(19 persons)............................ 4,357,912(13) 8.0%
</TABLE>
- --------
* Less than 1%
(1) Under the rules of the Commission, a person is deemed to be a beneficial
owner of a security if such person has or shares the power to vote or
direct the voting of such security or the power to dispose or direct the
disposition of such security. A person is also deemed to be a beneficial
owner of a security if that person has the right to acquire beneficial
ownership within 60 days. Accordingly, more than one person may be deemed
to be a beneficial owner of the same securities. Unless otherwise
indicated by footnote, the named individuals have sole voting and
investment power with respect to the shares of Common Stock beneficially
owned.
(2) Includes 1,431,840 shares of Common Stock obtainable as of April 1, 1997
or within 60 days thereof by Mr. Palmer upon the exercise of options. Also
includes 87,905 shares of Common Stock obtainable upon conversion of the
Company's Series C 7.5% Cumulative Convertible Accruing Pay-In-Kind
Preferred Stock.
(3) Includes 421 shares of Common Stock held by Mr. Stupka in the Company's
(S) 401(k) Employee Retirement Plan and Trust (the "401(k) Plan").
(4) Includes 80,000 shares of Common Stock obtainable as of April 1, 1997 or
within 60 days thereof by Mr. Barksdale upon the exercise of options.
(5) Includes 469,250 shares of Common Stock obtainable as of April 1, 1997 or
within 60 days thereof by Mr. Bhagat upon the exercise of options. Also
includes 29,302 shares of Common Stock obtainable upon conversion of the
Company's Series C 7.5% Cumulative Convertible Accruing Pay-In-Kind
Preferred Stock.
(6) Includes 33,330 shares of Common Stock obtainable as of April 1, 1997 or
within 60 days thereof by Mr. Maffei upon the exercise of options. Shares
of Common Stock shown as beneficially owned by Mr. Maffei do not include
3,254,720 shares of Common Stock beneficiary owned by Microsoft
Corporation (which includes 1,499,720 shares of Common Stock issuable upon
conversion of the Company's Series A 7.5% Cumulative Convertible Accruing
Pay-In-Kind Proferred Stock beneficially owned by Microsoft Corporation).
2
<PAGE>
(7) Includes 70,000 shares of Common Stock obtainable as of April 1, 1997 or
within 60 days thereof by Dr. Triplett upon the exercise of options. Also
includes 64,132 shares of Common Stock owned by the Mississippi Asthma and
Allergy Clinic, P.A. Trust as to which Dr. Triplett may be deemed to share
voting power and 5,200 shares of Common Stock held by Dr. Triplett's wife,
as to which Dr. Triplett may be deemed to share dispositive power. Also
includes 29,302 shares of Common Stock obtainable upon conversion of the
Company's Series C 7.5% Cumulative Convertible Accruing Pay-In-Kind
Preferred Stock beneficially owned by OMC Realty Corporation Profit
Sharing Plan and Trust as to which Dr. Triplett may be deemed to share
voting and dispositive power.
(8) Represents 35,000 shares of Common Stock obtainable as of April 1, 1997 or
within 60 days thereof by Mr. Walker upon the exercise of options.
(9) Includes 493 shares of Common Stock held for Mr. Welsh in the 401(k) Plan
and 416,250 shares of Common Stock obtainable as of April 1, 1997 or
within 60 days thereof by Mr. Welsh upon the exercise of options.
(10) Includes 4,728 shares of Common Stock held for Mr. Kaiser in the 401(k)
Plan.
(11) Represents 136,249 shares of Common Stock obtainable as of April 1, 1997
or within 60 days thereof by Mr. Kriss upon the exercise of options.
(12) Represents 122,080 shares of Common Stock obtainable as of April 1, 1997
or within 60 days thereof by Mr. LaRoche upon the exercise of options.
(13) Includes 8,818 shares of Common Stock held for certain Executive Officers
of the Company in the 401(k) Plan and 2,999,169 shares of Common Stock
obtainable as of April 1, 1997 or within 60 days thereof by all current
Directors and Executive Officers of the Company upon the exercise of
options. Also includes 146,905 shares of Common Stock obtainable upon
conversion of the Company's Series C 7.5% Cumulative Convertible Accruing
Pay-In-Kind Preferred Stock and beneficially owned by Messrs. Palmer and
Bhagat and Dr. Triplett.
Section 16(a) of the Exchange Act requires the Company's Directors,
Executive Officers and persons who beneficially own more than 10% of the
Company's Common Stock to file with the Commission initial reports of
beneficial ownership and reports of changes in beneficial ownership of such
Common Stock. Directors, Executive Officers and greater than 10% beneficial
owners are required by Commission rules to furnish the Company with copies of
all such reports. To the Company's knowledge, based solely upon a review of
the copies of such reports furnished to the Company and written
representations from the Company's Directors and Executive Officers that no
other reports were required, all Section 16(a) filing requirements applicable
to the Company's Directors and Executive Officers were complied with during
the year ended December 31, 1996.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any previous filings
made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following report and the performance graph
on page 9 shall not be incorporated by reference into any of such filings.
The Compensation Committee of the Board of Directors of the Company has
furnished the following report on executive compensation.
OVERVIEW AND OBJECTIVES. The Company's executive compensation program is
administered by the Compensation Committee of the Board of Directors which is
comprised of Mr. Walker and Dr. Triplett, neither of whom serves as an officer
or employee of the Company. The Compensation Committee has been delegated the
authority by the Board of Directors to make determinations regarding the
compensation of the Company's Executive Officers and to review the
compensation paid to other management personnel. The Compensation Committee
has also been delegated responsibility for administering the Company's
compensation plans, including the 1988 and 1990 Executive Incentive Plans, as
well as the Company's Short-Term Management Incentive Plan and Long-Term
Management Incentive Plan. In discharging its responsibilities generally and
in
3
<PAGE>
administering the Company's compensation plans in particular, the Compensation
Committee's overall objectives are to (i) attract and retain the best possible
executive talent, (ii) motivate executives to achieve the Company's
performance goals and strategic objectives and (iii) link management and
stockholder interests through appropriate equity based plans.
COMPENSATION STRUCTURE GENERALLY. The key elements of the Company's
executive compensation program generally consist of base salary, annual cash
bonus, stock options and long-term incentive compensation. Base salaries were
initially determined primarily by evaluating the responsibilities of the
position held by and the experience of each Executive Officer. The annual base
salaries of certain of the Company's Executive Officers (including those named
in the Summary Compensation Table on page 9) are the subject of employment
agreements. These employment agreements provide for annual cost of living
adjustments to the base salary, in some cases after fixed increases during the
initial years of such employment agreements, although the Compensation
Committee has the discretion to approve base salary increases in lieu of such
cost of living adjustments based upon an assessment of the responsibilities
and performance of such Executive Officers. See "Employment Agreements."
Annual cash bonuses, if earned, have generally been awarded to Executive
Officers of the Company and other management personnel of the Company and its
subsidiaries pursuant to the Company's Short-Term Management Incentive Plan
(the "STIP"). The Compensation Committee may also authorize cash bonuses
outside of the STIP to officers and employees of the Company and its
subsidiaries, including officers and employees selected to participate in the
STIP.
The Compensation Committee believes that equity ownership acquired through
stock-based compensation programs is an appropriate method of aligning the
interests of management with the interests of the Company's stockholders. As a
result, stock options have been awarded by the Compensation Committee pursuant
to the 1988 and 1990 Executive Incentive Plans from time to time in the
discretion of the Compensation Committee to a wide range of personnel in the
Company, including Executive Officers, as a means of attracting and retaining
such personnel, rewarding achievement and providing an incentive for future
performance.
The Company's Long-Term Management Incentive Plan (the "LTIP") seeks to
enhance corporate performance and, ultimately, stockholder value, by linking
compensation for certain senior management personnel participating in the LTIP
to specific performance criteria based on the total return to stockholders on
the Company's Common Stock measured over a three-year performance cycle. The
Compensation Committee believes that the LTIP aligns the interests of senior
management with those of the Company's stockholders, and will enhance
stockholder value by focusing senior management on long-term strategic
objectives.
The Compensation Committee is mindful of the requirements of Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), which limits
the deductibility of certain executive compensation in excess of $1.0 million,
but is also cognizant of the need to have the flexibility to exercise its
judgment and discretion based on the facts and circumstances then existing so
that compensation decisions are in the best interests of the Company and are
fair to the affected executives. Since some types of compensation payments and
their deductibility depend upon the timing of action by the executive (such as
the exercise of stock options) and because interpretations of and changes in
the tax laws as well as other factors beyond the Compensation Committee's
control may also affect the deductibility of compensation, in certain
instances a portion of the compensation paid by the Company may not meet the
deductibility requirements of Section 162(m).
SHORT-TERM MANAGEMENT INCENTIVE PLAN. The STIP generally provides for the
payment of annual cash bonuses to Executive Officers of the Company and other
management personnel of the Company and its subsidiaries selected for
participation by the Compensation Committee based upon the achievement of
specific corporate performance criteria. The Compensation Committee is also
authorized to establish personal performance objectives for each participant
in the STIP, as well as criteria based on the performance of a discrete
business unit for which the participant has responsibility. Awards under the
STIP are not generally earned unless all corporate performance criteria are
achieved at predetermined levels established by the Compensation Committee,
and the amount of awards under the STIP is based upon the level of achievement
of the lowest achieved performance criterion. In 1996, the Compensation
Committee determined that it was impracticable to adopt specific corporate
performance criteria under the STIP in light of significant changes in the
Company's
4
<PAGE>
senior management and changes to the Company's business plan. As a result, the
Compensation Committee determined to base awards under the STIP for 1996 on an
assessment of the individual performance of the Company's Executive Officers
and other participants in the STIP. The Compensation Committee approved an
award in the amount of $20,000 to each of the Company's Executive Officers,
other than Messrs. Palmer, Stupka, Bhagat and Welsh, for the year ended
December 31, 1996, and approved awards totalling approximately $474,000 for
the year ended December 31, 1996 to all officers and employees of the Company
and its subsidiaries participating in the STIP. The Compensation Committee has
established specific corporate performance criteria under the STIP to
determine eligibility for awards for the year ending December 31, 1997.
LONG-TERM MANAGEMENT INCENTIVE PLAN. The LTIP provides for awards upon the
achievement of certain performance criteria over a three-year performance
cycle. Awards under the LTIP are earned if (a) the Company's total return to
stockholders ("TRS") over the performance cycle exceeds the rate of return on
a three-year United States Treasury Bill over the performance cycle, assuming
such United States Treasury Bill had been purchased on the first day of the
performance cycle, and (b) the Company's TRS meets or exceeds certain levels
of the TRS for a group of companies in a telecommunications industry index
selected by SIC code. The stated amount of awards under the LTIP at the
threshold, target and maximum levels of achievement are calculated by
multiplying a participant's average base salary (excluding bonuses) over the
three-year performance cycle by 25%, 50% and 100%, respectively. The awards,
if earned, are payable in cash, shares of Common Stock or options to purchase
Common Stock, or any combination thereof, as the Compensation Committee, in
its discretion, determines at the end of each performance cycle. No awards
were earned under the LTIP for the 1994-1996 performance cycle. See "Long-Term
Management Incentive Plan."
CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Palmer, Chairman of the Board of
the Company, served as the Company's Acting Chief Executive Officer from
January 1, 1996 to August 1, 1996, at which time Mr. Stupka assumed the duties
of President and Chief Executive Officer of the Company following his election
by the Company's Board of Directors.
Mr. Palmer's employment agreement, which initially became effective as of
April 4, 1989 and was amended in 1995, provides for a base salary of $550,000,
subject to an annual cost of living adjustment or such other increase as
determined by the Compensation Committee. In 1996, the Compensation Committee
determined to provide an approximate 5% increase in the annual base salary of
all Executive Officers, including Mr. Palmer, in lieu of the cost of living
adjustment. In addition, Mr. Palmer participated in the STIP and the LTIP on
the same general terms as other Executive Officers of the Company. Mr. Palmer
did not receive an award under the STIP for the year ended December 31, 1996
or an award under the LTIP for the 1994-1996 performance cycle. In addition,
in 1996 the Compensation Committee granted Mr. Palmer options to purchase
15,000 shares of the Company's Common Stock at $15 per share, which options
vest at a rate of 25% of the shares of Common Stock subject to such options on
the first, second, third and fourth anniversaries of the date of grant.
Mr. Stupka's employment agreement was effective as of August 1, 1996 and
provides for an annual base salary of $400,000, subject to an annual cost of
living adjustment or such other increase as determined by the Compensation
Committee. Mr. Stupka's base salary was determined by the Compensation
Committee after consultation with an executive recruiting firm, and took into
account the base salaries of chief executive officers of companies in the
telecommunications industry. In addition, Mr. Stupka was granted options to
purchase 500,000 shares of the Company's Common Stock and awarded 62,500
shares of Common Stock pursuant to the 1990 Executive Incentive Plan in
connection with his employment as President and Chief Executive Officer of the
Company. The options and restricted stock granted to Mr. Stupka vest at the
rate of 25% on each of the first, second, third and fourth anniversaries of
the date of grant. Mr. Stupka also participated in the STIP and the LTIP on
the same general terms as other Executive Officers of the Company. Mr. Stupka
did not receive an award under the STIP for the year ended December 31, 1996
or an award under the LTIP for the 1994-1996 performance cycle.
5
<PAGE>
CONCLUSION. The Compensation Committee believes that the compensation
program described above aligns the interests of the Company's Executive
Officers, managers and other key employees with the interests of the Company's
stockholders.
Respectfully submitted,
E. Lee Walker
R. Faser Triplett, M.D.
6
<PAGE>
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth for the years ended December 31, 1996, 1995
and 1994 the cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those years, to each of
the individuals who served as Chief Executive Officer of the Company during
1996 and to the five most highly compensated other Executive Officers of the
Company who were Executive Officers as of December 31, 1996 in all capacities
in which they served.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- ----------------------- --------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK SECURITIES LTIP COMPEN-
NAME AND SALARY BONUS SATION AWARD(S) UNDERLYING PAYOUTS SATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($) OPTIONS(#) ($)(4) ($)(5)
------------------ ---- -------- ------- ------- ---------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John N. Palmer(6)....... 1996 $578,007 $ -0- $ -- -- 15,000 $ -0- $ 8,352
Chairman of the Board 1995 550,021 13,021 -- -- 100,000 243,515 34,853
and Former Acting Chief 1994 490,238 24,512 -- -- -- -- 35,252
Executive Officer
John T. Stupka(6)....... 1996 166,667 -0- -- $750,000(7) 500,000 -0- $41,000
President and Chief 1995 -- -- -- -- -- -- --
Executive Officer 1994 -- -- -- -- -- -- --
Jai P. Bhagat........... 1996 368,007 -0- -- -- 15,000 -0- 11,146
Vice Chairman 1995 350,013 8,286 -- -- -- 154,964 17,119
1994 290,636 14,532 -- -- 155,000 -- 17,124
John E. Welsh III....... 1996 367,500 -0- -- -- 65,000 -0- 2,713
Vice Chairman 1995 350,013 8,286 -- -- 50,000 154,964 2,013
1994 300,000 45,000(8) -- -- 200,000 -- 240
Robert Kaiser........... 1996 72,808(9) 20,000 -- 321,875(7) 150,000 -0- 5,979
Senior Vice President-- 1995 -- -- -- -- -- --
Finance and Chief 1994 -- -- -- -- -- --
Financial Officer
Leonard G. Kriss........ 1996 290,507 20,000 -- -- 65,000 -0- 4,167
Senior Vice President, 1995 260,010 61,156(8) -- -- 50,000 115,116 2,262
General Counsel and 1994 233,445 36,813(8) -- -- -- -- 2,262
Secretary
Calvin C. LaRoche....... 1996 250,000 20,000 -- -- 15,000 -0- 23,579
Senior Vice President 1995 226,675 6,271 -- -- 50,000 100,417 15,075
1994 125,421 100,000(10) -- -- 85,000 -- 14,580
</TABLE>
- --------
(1) See "Employment Agreements" below.
(2) During 1996, the Compensation Committee determined that in light of
significant changes in the Company's senior management as well as changes
in the Company's business plan, it was impracticable to adopt specific
corporate performance criteria for awards under the STIP in 1996. As a
result, awards paid under the STIP for the year ended December 31, 1996
were based on an assessment of individual performance of the participants
in the STIP. See "Compensation Committee Report on Executive
Compensation."
(3) The amount of "Other Annual Compensation" for 1996, 1995, and 1994 for
each of the Executive Officers named in the table did not meet the
threshold reporting requirements under the rules of the Commission.
7
<PAGE>
(4) No awards were earned under the LTIP for the 1994-1996 performance cycle.
The amounts reflected in the column entitled "LTIP Payouts" for 1995
represent the stated value of awards earned under the LTIP in respect of
the 1993-1995 performance cycle which were determined by multiplying each
Executive Officer's average base salary (excluding bonus) by 44.3%. The
awards for the 1993-1995 performance cycle were paid in the form of stock
options having an exercise price equal to the average closing price of the
Company's Common Stock for the last 45 trading days during the year ended
December 31, 1995. The number of shares of Common Stock subject to such
options was determined by dividing the stated value of the award by such
average closing price. See "Long-Term Management Incentive Plan."
(5) "All Other Compensation" includes the Company's contribution in the amount
of $1,000 on behalf of each Executive Officer to the Section 401(k) Plan
and premiums paid by the Company on behalf of such Executive Officers for
life insurance. The term "All Other Compensation" also includes a $40,000
temporary living allowance paid to Mr. Stupka in connection with the
relocation of his residence to Jackson, Mississippi. In addition, in the
case of Messrs. Bhagat, Kaiser and LaRoche, "All Other Compensation"
includes approximately $5,983, $2,946 and $14,330, respectively, which
represents imputed interest with respect to unsecured, interest-free loans
made by the Company in connection with the relocation of their residences.
Messrs. Bhagat and LaRoche paid their loans in full in April 1996 and
August 1996, respectively. See "Certain Transactions."
(6) Mr. Palmer, Chairman of the Board of the Company, served as Acting Chief
Executive Officer of the Company from January 1, 1996 to August 1, 1996 at
which time Mr. Stupka assumed the duties of President and Chief Executive
Officer. The Company's employment agreement with Mr. Stupka provides for
an annual base salary of $400,000 and the amount in the table for Mr.
Stupka reflects base salary paid from August 1, 1996 to December 31, 1996.
See "Employment Agreements"
(7) Reflects the value of 62,500 shares and 25,000 shares of Common Stock
(determined, as required by the rules of the Commission, by multiplying
the number of shares of Common Stock awarded by the closing market price
on July 17, 1996 and August 15, 1996 the date of award) awarded to Messrs.
Stupka and Kaiser in connection with their employment as President and
Chief Executive Officer and Senior Vice President-Finance and Chief
Financial Officer of the Company, respectively. As of December 30, 1996,
the shares of Common Stock awarded to Messrs. Stupka and Kaiser had a
value of $552,500 and $212,500, respectively, based on the closing price
for the Common Stock on the NASDAQ Stock Market of $8.50 on such date.
Such shares of Common Stock vest at the rate of 25% on each of the first,
second, third and fourth anniversaries of the date of grant.
(8) Includes cash awards of $30,000 and $25,000 paid to Messrs. Welsh and
Kriss, respectively, with respect to services rendered in 1994 and a cash
award of $55,000 paid to Mr. Kriss with respect to services rendered in
1995, which represent special discretionary awards made by the
Compensation Committee in recognition of significant contributions made by
such individuals to the Company.
(9) Reflects base salary paid from August 15, 1996, the date Mr. Kaiser
assumed the duties of Senior Vice President-Finance and Chief Financial
Officer of the Company. The Company's employment agreement with Mr. Kaiser
provided for an annual base salary of $215,000. See "Employment
Agreements."
(10) Represents a one-time payment made to Mr. LaRoche in connection with the
commencement of his employment as Senior Vice President of the Company.
8
<PAGE>
STOCK OPTIONS
The following table sets forth certain information with respect to stock
options granted during the year ended December 31, 1996 pursuant to the
Company's 1990 Executive Incentive Plan to the Executive Officers of the
Company named in the Summary Compensation Table on page 9.
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F)
NUMBER OF SECURITIES % OF TOTAL OPTIONS EXERCISE OR GRANT DATE
UNDERLYING OPTIONS GRANTED TO BASE EXPIRATION PRESENT
NAME GRANTED (#)(1) EMPLOYEES IN 1996 PRICE ($/SH) DATE VALUE (2)(3)
---- -------------------- ------------------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
John N. Palmer.......... 15,000 1.2% $15.00 3/27/06 $ 120,300
John T. Stupka.......... 500,000 39.0% 12.00 7/17/06 3,215,000
Jai P. Bhagat........... 15,000 1.2% 15.00 3/27/06 120,300
John E. Welsh III....... 15,000 1.2% 15.00 3/27/06 120,300
John E. Welsh III....... 50,000 3.9% 15.00 5/16/06 401,000
Robert Kaiser........... 150,000 11.7% 12.00 7/17/06 964,500
Leonard G. Kriss........ 15,000 1.2% 15.00 3/27/06 120,300
Leonard G. Kriss........ 50,000 3.9% 15.00 5/16/06 401,000
Calvin C. LaRoche....... 15,000 1.2% 15.00 3/27/06 120,300
</TABLE>
- --------
(1) The stock options reflected in this table vest as to 25% of the shares of
Common Stock covered thereby on the first, second, third and fourth
anniversaries of the date of grant. The exercise price of all of the stock
options reflected in this table is equal to the fair market value of the
Common Stock on the date of grant. See "Change in Control Arrangements"
for a description of the vesting provisions of stock options granted under
the 1990 Executive Incentive Plan in the event of a change in control.
(2) The actual value, if any, that an Executive Officer may ultimately realize
will depend on the excess of the stock price over the exercise price on
the date the stock option is exercised. Therefore, there can be no
assurance that the value realized by an Executive Officer upon actual
exercise of the stock options granted in 1996 will be at or near the Grant
Date Present Value indicated in the table.
(3) As required by the Commission's rules regarding the disclosure of
executive compensation, the Company has used the Black-Scholes option
pricing model to determine the Grant Date Present Value. The Company does
not advocate or necessarily agree that the Black-Scholes option pricing
model can determine with reasonable accuracy the value of such stock
options. To the extent that the Grant Date Present Value of the stock
options determined in accordance with the Black-Scholes option pricing
model is achieved, the stockholders of the Company will also have
benefitted from an increased stock price.
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information with respect to
unexercised stock options held by the Executive Officers of the Company named
in the Summary Compensation Table on page 9 as of December 31, 1996. No stock
options were exercised by such Executive Officers during the year ended
December 31, 1996.
9
<PAGE>
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) AT FY-END ($)(1)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John N. Palmer.............. 1,341,660 48,340 $6,128,125 $--
John T. Stupka.............. -- 500,000 -- --
Jai P. Bhagat............... 450,000 15,000 1,000,625 --
John E. Welsh III........... 283,330 181,670 -- --
Robert Kaiser............... -- 150,000 -- --
Leonard G. Kriss............ 103,333 81,666 -- --
Calvin C. LaRoche........... 118,330 31,670 -- --
</TABLE>
- --------
(1) The amounts set forth in this column represent the difference between the
closing price for the Common Stock on the NASDAQ Stock Market on December
30, 1996 ($8.50 per share) and the exercise price of in-the-money stock
options.
LONG-TERM MANAGEMENT INCENTIVE PLAN
The following table sets forth information concerning awards granted during
the year ended December 31, 1996 under the Company's LTIP to the Executive
Officers of the Company named in the Summary Compensation Table on page 9. The
actual payout of any awards reflected in the table below is conditioned upon
the achievement of certain performance criteria over the three-year
performance cycle commencing January 1, 1996 and ending December 31, 1998. No
awards were paid pursuant to the LTIP to any Executive Officers in respect of
the 1994-1996 performance cycle.
LONG-TERM MANAGEMENT INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE
PAYMENTS(1)
---------------------------
(C)
(A) (B) PERFORMANCE (D) (E) (F)
NUMBER OF OR OTHER
SHARES, PERIOD
UNITS OR UNTIL
OTHER MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
---- --------- ----------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
John N. Palmer................ -- (2) 1996-98 $144,502 $289,004 $578,007
John T. Stupka................ -- (2) 1996-98 100,000 200,000 400,000
Jai P. Bhagat................. -- (2) 1996-98 92,002 184,004 368,007
John E. Welsh III............. -- (2) 1996-98 91,875 183,750 367,500
Robert Kaiser................. -- (2) 1996-98 53,750 107,500 215,000
Leonard G. Kriss.............. -- (2) 1996-98 72,627 145,254 290,507
Calvin C. LaRoche............. -- (2) 1996-98 62,500 125,000 250,000
</TABLE>
- --------
(1) The Estimated Future Payments at the threshold, target and maximum levels
represent the stated amount of awards under the LTIP (the "Stated Amount")
which are calculated by multiplying 25%, 50% and 100%, respectively, by
the participant's average annual cash compensation, excluding bonuses,
over the performance cycle. For purposes of this table, it has been
assumed that average annual cash compensation for each Executive Officer
named in the table equals cash compensation, excluding bonuses, paid to
such Executive Officer in the last fiscal year, (except for Messrs. Stupka
and Kaiser whose average annual cash compensation was assumed to be
$400,000 and $215,000, respectively). Awards under the LTIP for the 1996-
1998 performance cycle will be earned if (a) the Company's total return to
stockholders ("TRS") over the performance cycle exceeds the rate of return
on a three-year United States Treasury Bill over the performance cycle,
assuming such United States Treasury Bill had been purchased on the first
day of the performance cycle and (b) the Company's TRS meets or exceeds
certain levels of the TRS of a group of companies included in the
telecommunications industry group ("TII Group") that includes all
companies
10
<PAGE>
(other than the Company) listed in SIC #4812 (Radio Telephone
Communications). The target amount will be earned if the Company's TRS
during the 1996-1998 performance cycle equals or exceeds the 75th
percentile of the TRS for the same period of the TII Group. The threshold
and maximum amounts will be earned if the Company's TRS for such
performance cycle equals or exceeds the 50th and 90th percentiles of the
TRS of the TII Group for the same period, respectively. Awards will be
interpolated to reflect the incremental attainment of performance criteria
between the threshold, target and maximum levels. These award levels may be
modified, under certain circumstances, as the Compensation Committee deems
appropriate and advisable. See also "Change in Control Arrangements."
(2) If earned, awards will be payable at the end of the 1996-1998 performance
cycle in cash, shares of Common Stock and/or stock options, as determined
by the Compensation Committee. The cash and Common Stock components of an
award, if any, will be paid in three equal annual installments beginning
no later than April 15 of the year following the end of the performance
cycle. The stock option component of an award, if any, will be deemed
granted as of April 15 of the year following the end of the performance
cycle for which the award is made and will vest as to 100% of the shares
of Common Stock covered thereby one year after the date of grant. The
Common Stock component of an award will vest in full when paid. If
applicable, the number of shares of Common Stock subject to options
constituting the stock option component of an award shall be determined by
dividing that percentage of the Stated Amount of such award payable in
options, as determined by the Compensation Committee, by the average
closing price of the Common Stock for the last 45 trading days of the last
calendar year (the "Average Closing Price") in the performance cycle for
which the award is made. The exercise price of such options shall be the
Average Closing Price. Accordingly, such options can only be profitably
exercised to the extent the market price of the Common Stock subsequent to
the vesting of the options exceeds the Average Closing Price. If
applicable, the number of shares of Common Stock constituting the Common
Stock component of an award shall be determined by dividing that
percentage of the Stated Amount of the award payable in shares of Common
Stock by the Average Closing Price.
COMPENSATION OF DIRECTORS
Directors who are officers of the Company receive no additional compensation
for serving on the Board. Directors who are not officers of the Company
receive an annual fee of $10,000 and an additional fee of $600 for each Board
and committee meeting attended. In addition, each of the Directors who are not
officers of the Company received options to purchase shares of the Company's
Common Stock at the time of their election to the Board of Directors having an
exercise price equal to the closing price for the Common Stock as of the date
of such election. Messrs. Haley Barbour, Gregory B. Maffei, R. Gerald Turner
and John E. Welsh III were each granted options to purchase 50,000 shares of
Common Stock and Mr. E. Lee Walker and Dr. R. Faser Triplett were each granted
options to purchase 70,000 shares of Common Stock at the time of their
election as Directors.
EMPLOYMENT AGREEMENTS
John N. Palmer serves as Chairman of the Board of the Company for a seven-
year term pursuant to an employment agreement with the Company that was
initially effective as of April 4, 1989. The Company also has entered into
employment agreements with (i) John T. Stupka and Jai P. Bhagat which provide
for Mr. Stupka's employment as President and Chief Executive Officer and Mr.
Bhagat's employment as Vice Chairman of the Company for five-year terms that
commenced as of August 1, 1996 and April 4, 1989, respectively; (ii) Robert
Kaiser which provides for his employment as Senior Vice President-Finance and
Chief Financial Officer of the Company for a three-year term that commenced as
of August 15, 1996; and (iii) Leonard G. Kriss, Calvin C. LaRoche and John E.
Welsh III which provide for their employment as Senior Vice President, General
Counsel and Secretary, Senior Vice President and Vice Chairman, respectively,
of the Company for two-year terms that commenced as of February 1, 1993, June
1, 1994 and December 13, 1992, respectively. Each employment agreement between
the Company and its officers described above provides for a one-year automatic
extension of the term at the end of each year during the term unless the
Company or such officer elects not to have the term
11
<PAGE>
so extended. In October 1996, the Compensation Committee of the Board of
Directors of the Company determined to eliminate the automatic renewal clause
in each of the employment agreements at the earliest practicable date.
The employment agreements described above provide for annual cost of living
adjustments, in some cases after fixed increases during the initial years of
such employment agreements. Such agreements also provide that the Compensation
Committee may authorize increases in such Executive Officers' salaries in lieu
of the annual cost of living increase. See "Compensation of Directors and
Executive Officers--Compensation Committee Report on Executive Compensation."
In the event of an Executive Officer's disability during the term of the
agreement, monthly payments of approximately 60% of such Executive Officer's
monthly salary (up to a maximum of $6,000) will be made to such Executive
Officer for the longer of 42 months or the duration of such disability. These
disability payments are funded by insurance with respect to all Executive
Officers except Mr. Palmer whose disability payments are the direct obligation
of the Company. The disability payments are also the direct obligation of the
Company in the event Mr. Kaiser becomes totally disabled prior to July 15,
1997.
CHANGE IN CONTROL ARRANGEMENTS
The 1990 Executive Incentive Plan provides that all outstanding stock
options granted thereunder will automatically become vested and exercisable in
full (i) upon a filing pursuant to any federal or state law in connection with
any tender offer for shares of the Company (other than a tender offer by the
Company), (ii) upon the signing of any agreement for the merger or
consolidation of the Company with another corporation or for the sale of all
or substantially all of the assets of the Company, (iii) upon adoption of any
resolution of reorganization or dissolution of the Company by the
stockholders, (iv) upon the occurrence of any other event or series of events,
which tender offer, merger, consolidation, sale, reorganization, dissolution
or other event or series of events, in the opinion of the Board of Directors,
will, or is likely to, if carried out, result in a change of control of the
Company, or (v) if during any period of two consecutive years, individuals who
at the beginning of such period constituted the Directors of the Company cease
for any reason to constitute a majority thereof (unless the election, or the
nomination for election by the Company's stockholders, of each Director of the
Company first elected during such period was approved by a vote of at least
two-thirds of the Directors then still in office who were Directors of the
Company at the beginning of any such period). In the event of a change in
control of the Company, as defined in the LTIP, all proposed awards and any
unvested or unpaid portion of an award under the LTIP that has been earned
shall become vested, and the entire award shall be payable, as of the date of
such event. For purposes of the LTIP, a change in control shall be deemed to
have occurred if (i) any person becomes the beneficial owner of securities of
the Company representing 30% or more of the outstanding voting power of the
Company's then outstanding securities, (ii) during any period of two years, at
least a majority of the Board of Directors ceases to consist of individuals
who served continuously on the Board since the beginning of such period,
unless the election or nomination for election of each Director during such
period was approved by a vote of at least two-thirds of the Directors then
still in office who were Directors at the beginning of such period, (iii) the
stockholders of the Company approve a merger of the Company, other than (x) a
merger in which voting securities of the Company would continue to represent
more than 80% of the voting power of the surviving entity or (y) a merger to
effect a recapitalization of the Company in which no person acquires more than
30% of the voting power of the Company's then outstanding securities, or (iv)
the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, the Compensation Committee of the Board of Directors consists
of Mr. Walker and Dr. Triplett, neither of whom serves as an officer or
employee of the Company or any of its subsidiaries. Dr. Triplett is an
officer, director and a majority owner of a corporation that provides travel
related services to the Company and to which the Company paid approximately
$156,000 in 1996 for such services. See "Compensation of Directors" for
information concerning options granted to Dr. Triplett and Mr. Walker.
12
<PAGE>
CERTAIN TRANSACTIONS
In 1994, the Company loaned Mr. Jai P. Bhagat, Vice Chairman and a Director
of the Company, $400,000 on an unsecured, interest-free basis in connection
with the relocation of his residence in January 1994. Mr. Bhagat repaid this
loan in full in April 1996. In 1994, the Company loaned Mr. Calvin C. LaRoche,
Senior Vice President of the Company, $248,000 on an unsecured, interest-free
basis in connection with the relocation of his residence in September 1994. Mr.
LaRoche repaid this loan in full in August, 1996. In 1995, the Company loaned
Mr. Robert T. Pike, Senior Vice President-Administration of the Company,
$99,000 on an unsecured, interest-free basis in connection with the relocation
of his residence in December 1995. Mr. Pike repaid this loan in full in March
1996. In September 1996, the Company loaned Mr. Robert Kaiser, Senior Vice
President-Finance and Chief Financial Officer of the Company, $80,000 on an
unsecured, interest-free basis in connection with the relocation of his
residence in September 1996. As of April 1, 1997 the outstanding principal
balance of such loan was $80,000.
In 1996, Mr. Thomas G. Barksdale, a Director of the Company, provided certain
consultancy services to the Company for an annual fee of $75,000.
13
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Common Stock of the Company during the period from December 31, 1991 to
December 31, 1996, with (i) the cumulative total stockholder return of
companies comprising the Nasdaq Stock Market Index, (ii) the cumulative total
stockholder return of a peer group of companies engaged in the wireless data
messaging business, weighted by market capitalization as of the beginning of
the period (the "New Peer Group"), selected by the Company solely for purposes
of this comparative analysis and (iii) the cumulative total stockholder return
of a peer group of companies engaged in the wireless telecommunications
business, weighted by market capitalization as of the beginning of the period
(the "Historical Peer Group"), originally selected by the Company for purposes
of this comparative analysis in connection with the Commission's adoption of
comprehensive changes to the proxy statement disclosure rules in 1992. The New
Peer Group consists of American Paging, Inc., Arch Communications, Inc.,
MetroCall, Inc., Paging Network, Inc. and ProNet, Inc. The Historical Peer
Group consists of Dial Page, Inc., Nextel Communications, Inc., Paging
Network, Inc., Rogers Cantel Mobile Communications Inc. and Vodafone Group,
plc. The Company believes that the New Peer Group, which consists of direct
competitors of the Company, is a more representative comparison of cumulative
total return to stockholders for companies engaged in the wireless data
messaging business. The graph assumes $100 invested on December 31, 1991, as
well as the reinvestment of any dividends. The comparisons in this table are
required by the Commission and, therefore, are not intended to forecast or be
indicative of possible future performance of the Company's Common Stock.
[STOCKHOLDER RETURN PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
AMONG MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.,
THE NASDAQ STOCK MARKET (US & FOREIGN) INDEX,
A NEW PEER GROUP AND AN OLD PEER GROUP
CUMULATIVE TOTAL RETURN
-----------------------------------------------------------------------
12/91 12/92 12/93 12/94 12/95 12/96
--------- --------- --------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
MOBILE TELECOM TECH CORP MTEL $100 $134 $234 $188 $206 $ 82
NEW PEER GROUP PPEER1 $100 $144 $217 $242 $341 $184
OLD PEER GROUP PPEER2 $100 $ 94 $139 $137 $148 $149
NASDAQ STOCK MARKET--US & FOREIGN INAF $100 $116 $134 $130 $183 $224
</TABLE>
* $100 INVESTED ON 12/31/91 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
14
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company held eight meetings during 1996. The
Audit Committee of the Board of Directors, which is comprised of Messrs.
Barbour, Barksdale and Maffei, held five meetings during 1996. The principal
functions of the Audit Committee include the review of the results of the
annual audit with the Company's independent public accountants and the review
of the adequacy of the Company's internal accounting controls and practices.
The Audit Committee also makes a recommendation to the Board of Directors
concerning the selection of the independent public accountants to be retained
by the Company. The Compensation Committee held five meetings in 1996. The
Compensation Committee has been delegated certain authority by the Board of
Directors with respect to matters relating to the Company's compensation
plans, including the 1988 and 1990 Executive Incentive Plans, as well as the
Short-Term and Long-Term Management Incentive Plans, and is responsible for
determining the compensation for the Executive Officers of the Company. The
Company's Board of Directors does not have a standing committee on
nominations. Each director attended at least seventy-five percent (75%) of the
meetings of the board of directors and the committees on which such director
serves.
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation and Bylaws provide that
the Board of Directors of the Company shall be divided into three classes of
Directors, excluding those Directors who may be elected by the holders of any
class or series of stock having preference over the Common Stock as to
dividends or upon liquidation. The Company's Board of Directors is currently
comprised of ten Directors, two classes consisting of three Directors each and
one class consisting of four Directors. Each Director is elected for a three-
year term, with one class of Directors being elected at each annual meeting of
stockholders.
All holders of Common Stock of the Company are entitled to participate in
the election of Directors at each annual meeting. Except as otherwise required
by law or established by the Board of Directors with respect to the holders of
any class or series of preferred stock, the holders of Common Stock
exclusively possess such voting power.
Set forth below is information concerning the nominees for Directors to be
elected at the 1997 Annual Meeting for a three-year term expiring at the 2000
Annual Meeting, as well as certain information concerning the Directors whose
terms extend beyond the 1997 Annual Meeting. If any nominee for election as a
Director at the 1997 Annual Meeting for any reason should become unavailable
for election, or if a vacancy should occur before the election (which events
are not anticipated), it is intended that the shares of Common Stock
represented by the proxies will be voted for such other person as the Board of
Directors of the Company shall designate.
DIRECTORS TO BE ELECTED AT THE 1997 ANNUAL MEETING
John N. Palmer, age 62, has served as the Chairman of the Board of Directors
of the Company since October 1988, acting Chief Executive Officer of the
Company from January 1, 1996 to August 1, 1996 and Chief Executive Officer of
the Company from October 1988 to May 1995. Mr. Palmer previously served as
Chairman of the Board, President and Chief Executive Officer of Mobile
Communications Corporation of America ("MCCA") from 1973 to April 1989. Mr.
Palmer is also a director and member of the Executive Committee of Entergy
Corporation and Deposit Guaranty National Bank, a director of Deposit Guaranty
Corporation and a trustee of EastGroup Properties. In addition, Mr. Palmer
serves as Vice Chairman of the National Trustees of the National Symphony
Orchestra.
Gregory B. Maffei, age 36, was elected a Director of the Company in May
1995. Mr. Maffei has been employed by Microsoft Corporation since 1993 and has
served as its Vice President--Corporate Development and Treasurer since April
1994. Mr. Maffei also served as a director and Executive Vice President and
Chief Financial Officer of Pay 'N Pak Stores, Inc. from January 1991 to August
1992. Mr. Maffei also serves as a director of Citrix Systems, Inc.
15
<PAGE>
John E. Welsh III, age 46, has served as Vice Chairman of the Company since
May 1995, acting Chief Financial Officer of the Company from February 1996 to
August 1996, Managing Director of the Company since December 1992 and as a
Director of the Company since September 1992. Mr. Welsh was a principal in
Seaport Capital, Inc., a financial advisory and merchant banking firm, from
January 1992 to December 31, 1994. Mr. Welsh also serves as a director of York
International Corporation.
DIRECTORS WHOSE TERMS EXTEND BEYOND THE 1997 ANNUAL MEETING
Haley Barbour, age 49, was elected a Director of the Company in September
1992. Mr. Barbour was the Chairman of the Republican National Committee from
January 1993 until January 1997 and has been an attorney in Washington, D.C.
and Yazoo City, Mississippi for approximately twenty years. Mr. Barbour also
serves as a director of Deposit Guaranty National Bank and the Mississippi
Chemical Corporation. Mr. Barbour's term as a Director of the Company expires
at the 1998 Annual Meeting.
Thomas G. Barksdale, age 59, has served as a Director of the Company since
October 1988. Mr. Barksdale has served as a member of the State of Mississippi
Oil and Gas Board since 1992 and was elected Vice Chairman of such Board in
May 1994. Mr. Barksdale served as President and Chief Operating Officer of the
Company from December 1988 to December 1989. Mr. Barksdale's term as Director
of the Company expires at the 1999 Annual Meeting.
Jai P. Bhagat, age 50, has served as Vice Chairman of the Company since May
1995 and as Executive Vice President and a Director since October 1988. Mr.
Bhagat is a past Chairman and currently serves on the Executive Committee of
the Board of Directors of the Personal Communications Industry Association, a
national association representing the mobile telecommunications industry, and
also serves as a director of Mtel Latin America, Inc. Mr. Bhagat's term as a
Director of the Company expires at the 1998 Annual Meeting.
John T. Stupka, age 47, has served as President and Chief Executive Officer
of the Company since August 1, 1996. Prior to joining the Company, Mr. Stupka
served as Senior Vice President-Strategic Planning of SBC Communications, Inc.
from August 1995 to August 1996 and as President and Chief Executive Officer
of Southwestern Bell Mobile Systems, Inc. from November 1985 to August 1995.
Mr. Stupka is also a director of CellStar Corp. Mr. Stupka's term as a
Director of the Company expires at the 1999 Annual Meeting.
R. Faser Triplett, M.D., age 64, has been a Director of the Company since
May 1989. Dr. Triplett has been a practicing physician in Jackson, Mississippi
since 1966. Dr. Triplett is also a director of Cal Maine Foods, Inc. Dr.
Triplett's term as a Director of the Company expires at the 1998 Annual
Meeting.
R. Gerald Turner, age 51, has been the President of Southern Methodist
University since June 1995. Dr. Turner was previously the Chancellor of the
University of Mississippi from June 1984 until May 1995. Dr. Turner is also a
Director of J.C. Penny, Inc., ChemFirst, Inc. and River Oaks Furniture, Inc.
Dr. Turner's term as a Director of the Company expires at the 1998 Annual
Meeting.
E. Lee Walker, age 54, is a private investor and has served as a Director of
the Company since October 1988. From June 1986 to March 1990, Mr. Walker
served as President and Chief Operating Officer of Dell Computer Corp., a
computer manufacturer located in Austin, Texas. Mr. Walker also serves as a
director of Intelliquest Information Group, Inc. Mr. Walker's term as a
Director of the Company expires at the 1999 Annual Meeting.
16
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the auditors of the Company for the year ended
December 31, 1996, and is serving in such capacity for the year ending
December 31, 1997. Representatives of the firm of Arthur Andersen LLP are
expected to be present at the 1997 Annual Meeting with the opportunity to make
a statement if they desire to do so and to be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Stockholders who wish to submit a proposal for consideration at the 1998
Annual Meeting should submit the proposal in writing to the Company at the
address set forth on page 1 of this Proxy Statement. A proponent of a proposal
is required to have been a record or beneficial owner of at least 1% or $1,000
in market value of Common Stock of the Company for a period of at least one
year and must continue to own such securities through the date on which the
1998 Annual Meeting is held. The Company has the right to request documentary
support (as provided in Rule 14a-8 promulgated by the Commission pursuant to
the Exchange Act) of the proponent's ownership claim within 14 calendar days
after receipt of the proposal, and the proponent shall furnish appropriate
documentation within 21 days after receiving such request. Proposals must be
received by the Company on or before December 17, 1997 for inclusion in next
year's proxy materials. Stockholders who submit proposals must, in all other
respects, comply with Rule 14a-8 under the Exchange Act.
MISCELLANEOUS
The Board of Directors does not intend to present and knows of no other
person who intends to present any matter of business at the 1997 Annual
Meeting other than as set forth in the accompanying Notice of Annual Meeting
of Stockholders. However, if other matters properly come before the meeting,
it is the intention of the persons named on the enclosed proxy card to vote in
accordance with their best judgment.
The Company will bear the costs of preparing and mailing the Proxy
Statement, proxy card and other material that may be sent to stockholders in
connection with this solicitation. In addition to solicitations by mail,
officers and other employees of the Company may solicit proxies personally or
by telephone or telegram. The Company has retained Beacon Hill Partners, Inc.
to assist in the solicitation of proxies in connection with the 1997 Annual
Meeting. The Company has agreed to pay Beacon Hill Partners, Inc. a fee of
$3,000 plus reasonable out-of-pocket expenses for such services.
By Order of the Board of Directors
/s/ Leonard G. Kriss
----------------------------------
Leonard G. Kriss
Secretary
Jackson, Mississippi
April 16, 1997
17
<PAGE>
LOGO
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
ANNUAL MEETING OF STOCKHOLDERS--MAY 22, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Leonard G. Kriss and Robert T. Pike and each
of them as Proxies and authorizes them to represent and vote all the shares of
Common Stock of Mobile Telecommunication Technologies Corp. (the "Company")
that the undersigned may be entitled to vote at the Annual Meeting of
Stockholders to be held on May 22, 1997 and at any adjournment thereof (i) as
designated below for the election of the Directors and (ii) at the discretion
of said Proxies on such other matters as may properly come before such Annual
Meeting.
1. Election of John N. [_FOR] [_WITHHOLD]
Palmer, Gregory B. all vote for
Maffei and John E. nominees all
Welsh III nominees
WITHHELD FOR (Write that nominee's name in the space provided below.)
- -------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTORS SET
FORTH BELOW.
(Continued and to be signed on the reverse side)
<PAGE>
LOGO
IF PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NOT
SPECIFIED, WILL BE VOTED FOR THE NOMINEES IN ITEM 1.
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Signature(s)
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(If held jointly, each joint
owner should sign.)
Date _____________________________
PLEASE MARK, DATE AND SIGN
EXACTLY AS THE NAME APPEARS
HEREIN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE. PERSONS
SIGNING AS EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC.
SHOULD SO INDICATE. IF JOINT
ACCOUNT, EACH JOINT OWNER SHOULD
SIGN. IN THE CASE OF A
CORPORATION OR PARTNERSHIP, THE
FULL NAME OF THE ORGANIZATION
SHOULD BE USED AND THE SIGNATURE
SHOULD BE THAT OF A DULY
AUTHORIZED OFFICER OR PARTNER.
