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 ss. 240.14a-11(c) or ss. 240.14a-12
Telident, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 23(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
TELIDENT, INC.
TO THE STOCKHOLDERS OF TELIDENT, INC.:
PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of Telident, Inc.,
will be held at 4:00 p.m. on Tuesday, October 29, 1996, at the Minneapolis
Athletic Club, 615 Second Avenue South, Minneapolis, MN 55402, to consider and
act upon the following matters:
I. To elect directors.
II. To ratify the appointment by the Board of Directors of the
firm of McGladrey and Pullen, LLP as independent auditors of
the Company for the current fiscal year.
III. To transact such other business as may properly come before
the meeting.
Only stockholders of record at the close of business on September 20, 1996, will
be entitled to vote at the meeting. Accompanying this Notice are a Proxy and
Proxy Statement and a copy of the Company's 1996 Annual Report to Stockholders.
Whether or not you expect to be present at the meeting, please sign and date the
proxy and return it to the Company. The Proxy may be revoked at any time prior
to the time that it is voted.
BY ORDER OF THE BOARD OF DIRECTORS
Lindley S. Branson
Secretary
October 1, 1996
PLEASE MARK, DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
PROXY STATEMENT
TELIDENT, INC.
ONE MAIN STREET S.E., SUITE 85
MINNEAPOLIS, MINNESOTA 55414
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 29, 1996
GENERAL
The enclosed Proxy is solicited by the Board of Directors of Telident, Inc.
("Company"). Such solicitation is being made by mail and may also be made by
directors, officers, and employees of the Company personally or by telephone.
Any Proxy given pursuant to such solicitation may be revoked by the stockholder
at any time prior to the voting of the Proxy by filing with the Company either a
written revocation or a later dated Proxy or by attendance and voting in person
at the meeting. Shares represented by Proxies will be voted in favor of the
Board of Directors' nominees to the Board; in favor of the selection of
McGladrey & Pullen, LLP as independent auditors of the Company; and in
accordance with the judgment of the persons named in the proxy as to such other
matters as may properly come before the meeting.
The affirmative vote of the majority of shares present in person, or represented
by proxy, at this Annual Meeting of Shareholders is required to elect each
director, and approve McGladrey & Pullen, LLP as independent auditors for the
current fiscal year. A quorum is achieved when a majority of the outstanding
shares are present in person or by proxy. Shares voted as abstentions on any
matter (or a "withhold authority" vote as to directors) will be counted as
present and entitled to vote for purposes of determining a quorum and for
purposes of calculating the vote with respect to such matter, but will not be
deemed to have been voted in favor of such matter. If a broker submits a "non
vote" proxy, indicating that the broker does not have discretionary authority to
vote certain shares on a particular matter, those shares will be counted as
present for purposes of calculating the vote with respect to such matter.
All of the expenses involved in preparing, assembling and mailing this Proxy
Statement and the material enclosed herewith will be paid by the Company.
Directors will not be separately compensated for soliciting proxies. The Company
may reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy material
to beneficial owners of stock. This Proxy Statement and accompanying form of
Proxy are being mailed to stockholders on or about October 2, 1996.
OUTSTANDING STOCK
Common Stock, par value $.02 per share ("Common Stock"), and Preferred Stock,
par value $.02 per share ("Preferred Stock"), of which 6,150,614 and 175,000
shares, respectively, were outstanding on the record date, constitute the only
two classes of outstanding voting securities issued by the Company. Each
stockholder will be entitled to cast one vote for each share of Common and
Preferred Stock held. Votes may be cast in person or by proxy. Only stockholders
of record at the close of business on September 20, 1996, will be entitled to
vote at the meeting.
ELECTION OF DIRECTORS
Proxies returned by stockholders will be voted at the meeting, in the absence of
contrary indication, in favor of the election of the following eight persons as
directors (all of whom were elected to serve as directors at the Company's 1995
Annual Meeting of Stockholders held on November 2, 1995, except for David F.
Durenberger) to hold office until the next Annual Meeting of Stockholders and
thereafter until their successors have been duly elected and qualified, unless a
prior vacancy shall occur by reason of their death, resignation or removal from
office. Although management has no reason to believe that any of the nominees
will be unable to serve as a director, if that contingency should occur, it is
intended that the shares represented by the Proxies will be voted, in the
absence of contrary indication, for any substitute nominee designated by the
Board of Directors, unless the Board determines to reduce its size
appropriately. Proxies will not be voted for more than eight nominees to the
Board of Directors. The nominees to the Board of Directors of the Company are as
follows:
<TABLE>
<CAPTION>
NAME DIRECTOR SINCE AGE POSITION WITH THE COMPANY
- -------------------- -------------- --- -----------------------------------------------
<S> <C> <C> <C>
Mark W. Sheffert 1990 48 Chairman of the Board of Directors
Michael J. Miller 1993 45 President, Chief Executive Officer and Director
Scott R. Anderson 1995 55 Director
Willis K. Drake 1988 72 Director
David F. Durenberger 62 Nominee
Richard L. Hencley 1988 68 Director
John Sagan 1990 74 Director
Warren S. Tyler 1988 64 Director
</TABLE>
Mark W. Sheffert (1)(2) - Mr. Sheffert has been Chairman of the Board of
Directors of the Company since May 1994. He is President of Manchester
Companies, Inc., a private investment and management consulting firm formed in
1993. From 1990 to 1993, he served as managing partner of Sheffert & Wein, Inc.,
a management consulting firm. From September, 1982, to October, 1989, Mr.
Sheffert served in various executive positions with First Bank System,
Minneapolis, Minnesota, including Chairman and CEO, First Trust Company, FBS
Mortgage Company, FBS Card Services, Inc., and FBS Insurance. Mr. Sheffert
currently is serving on the board of directors of Periscope Communications,
Inc., Combined Financial Group, Inc., and Children's Heartlink.
Michael J. Miller (1) - Mr. Miller became President and Chief Executive Officer
of Telident on September 1, 1993. Prior to that time, he served for five years
as President and CEO of Information and Communications Services, Inc. (ICSI), a
wholly owned subsidiary of Hickory Tech Corporation based in Mankato, Minnesota.
ICSI is a multifaceted telecommunications holding company which has business
telecommunications systems distribution, software development, and
telecommunication product manufacturing. Mr. Miller has a bachelor's degree in
finance and accounting, a master's degree in business administration, and is a
certified public accountant. He was invited to sit as a Visiting Fellow with the
Aspen Institute, a long-range planning and strategy consortium in the
communications industry. In addition, Mr. Miller is active in many civic and
charitable organizations.
Scott R. Anderson (3) - Mr. Anderson joined the Telident Board of Directors in
July, 1995. Mr. Anderson is President and Chief Executive Officer of North
Memorial Health Care in Robbinsdale, Minnesota. He has been associated with
North Memorial since August of 1964, serving seventeen years as Executive Vice
President, and since 1981 in the position of President and Chief Executive
Officer. During his career he has served as a member of many committees and
boards, both locally and nationally, and has served as chairman of the board of
the following organizations: Metropolitan Healthcare Council (Council of
Hospital Corporations), Health Employers, Inc., Healthcare Education and
Research Foundation and Medical Alley. He currently serves as a director of
EMPI, Inc.
Willis K. Drake (3) - Mr. Drake has been a private investor over the last eight
years. He served as Chairman of the Board of Directors of Telident from 1989 to
August 1993. Mr. Drake spent the early years of his career with Univac in a
sales and marketing capacity. He later became a founder of Control Data
Corporation. In 1969, he became founder, Chairman and President of Data Card
Corporation, a manufacturer of high-performance embossing/encoding equipment for
the plastic card industry. When he retired in 1983, Data Card had sales in
excess of $100 million. Since his retirement, Mr. Drake has used his
entrepreneurial, management, marketing and technical experiences to assist a
variety of companies. He serves as a director of Analysts International
Corporation, Digi International, U-Ship, Inc. and Innovex, Inc.
David F. Durenberger - Mr. Durenberger is a nominee director. He is currently
employed as Senior Counsellor for APCO Associates, and a Senior Fellow, for the
University of St. Thomas Graduate School of Business. Prior to that time, he
served as a United States Senator for the state of Minnesota from 1978 to 1995.
Mr. Durenberger has over 20 years of public service, and while a U.S. Senator,
served on several committees including the Finance, Select Intelligence, and
Office of Technology committees. In addition he has been the executive director
and chaired numerous committees on both a state and national level. On November
29, 1995, Mr. Durenberger plead guilty to misdemeanor charges of falsifying a
statement for reimbursement of $425.
Richard L. Hencley (2) - Mr. Hencley has been a private investor since May 1994.
He served as Chairman of the Board of Telident from August 1993 to May 1994.
Prior to that, he served as President and CEO of the Company from February 1989
to August 1993, and as Vice President of Operations from 1988 to February 1989.
Prior to that time, Mr. Hencley was Senior Vice President and a member of the
Board of Directors of Micro Component Technology, Inc. ("MCT"), a manufacturer
of integrated circuit testing and handling equipment, which position he held for
more than five years. Prior to joining MCT, Mr. Hencley was Senior Vice
President of Corporate Programs and one of the founders of Data Card
Corporation. Mr. Hencley serves as a member of the Board of Directors of Riede
Systems, Inc., Teleproducts Corporation, and Minnesota Project Innovation.
Mr. John Sagan (1)(2)(3) - Sagan is a private investor and since 1986 has been
President of John Sagan Associates, a financial planning group. Prior to that
time, Mr. Sagan was Vice President and Treasurer of Ford Motor Company. He is
also past Chairman of the Board of the Federal Reserve Bank of Chicago and past
Chairman of the Board of Trustees of Ohio Wesleyan University. Mr. Sagan is a
member of the boards of directors for SBCM Derivative Products, LTD, and
Chartwell Reinsurance Co. He is also a trustee of the YMCA Foundation of
Detroit, the United Methodist Foundation, the Fund for Henry Ford Hospital, and
Oakwood Hospital of Dearborn, Michigan.
Warren S. Tyler (2) - Mr. Tyler was Senior Vice President of Finance and
Administration from 1988 to November 1994. From 1983 to the present, Mr. Tyler
has been President of Incor Corporation (formerly Renartler, Inc.), a management
consulting firm specializing in capitalizing and financing businesses. From 1973
to 1982, Mr. Tyler served as Vice President of Inn Management, Inc., a
management firm for the hospitality industry, responsible for the operations of
up to 26 motels/hotels operated privately and through various franchises. Mr.
Tyler was responsible for financing the acquisition of new properties, as well
as financing operations of the parent corporation.
- --------------------------------------
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
DIRECTOR COMPENSATION AND MEETINGS OF THE BOARD OF DIRECTORS
During fiscal 1996, the Board of Directors met seven times. No director attended
less than 75% of the aggregate of the total number of meetings of the Board of
Directors held during fiscal 1996 during the period for which he was a director.
All directors of the Company are elected for a term of one year and hold office
until the next Annual Meeting of Shareholders. The officers of the Company, who
are elected at the Annual Meeting of the Board of Directors, hold office until
their successors are chosen and qualified or until death, resignation or
removal. The Board of Directors does not have a nominating committee. Directors
who are not otherwise compensated by the Company, are paid a director retainer
fee of $750 each quarter and a meeting fee of $500 per meeting attended. In
addition, the Chairman of the board is paid $1,000 per month for services
performed in that function, and the Chairman of the Audit and Compensation
Committee are each paid $1,000 annually. Directors can elect to take the fee in
cash or in shares of the Company's Common Stock. In addition, the Chairman of
the Board is issued a 10,000 share stock option with an exercise price equal to
the mean between the bid and ask price of the Common Stock as of the annual
meeting.
The Executive Committee may exercise all of the powers and authority of the
Board of Directors, except as otherwise provided under the Minnesota Business
Corporation Act. The Executive Committee held four meetings during fiscal 1996.
The Audit Committee makes recommendations as to the selection of auditors and
their fees, and reviews with the auditors the scope of the annual audit, matters
of internal control and procedure, the audit results and reports and other
general matters relating to the Company's accounts, records, controls and
financial reporting. The Audit Committee held two meetings during fiscal 1996.
The Compensation Committee reviews and recommends to the Board of Directors the
compensation guidelines for executive officers, other key employees and
nonemployee directors and the compensation and levels of participation in
incentive compensation plans. The Compensation Committee administers the
Company's 1988 Stock Option Plan including determining the participants, the
number of shares subject to option and the terms and conditions of exercise.
During fiscal 1996, the Compensation Committee held two meetings.
INFORMATION CONCERNING DIRECTORS AND OFFICERS
The following table sets forth the compensation for Michael J. Miller and Kevin
B. Erdman, the only officers who received annual compensation of $100,000 or
more during the Company's last three fiscal years. Mr. Miller's employment with
the Company began on September 1, 1993. Mr. Erdman became an officer of the
Company in March 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
----------------------------------- ------------------------------------
Awards Payouts
----------------------- ---------
Other Restricted
Annual Stock Options All Other
Name and Principal Fiscal Salary Bonus Compensation Awards SARs LTIP Compensation
Position Year ($) ($) ($) ($) (#) Payout($) ($)
- ------------------- ------ -------- ------- ------------ ---------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Miller 1994 $125,000 $10,000 --- --- 105,000 --- ---
President & CEO 1995 125,000 --- --- --- 7,500 --- ---
1996 132,875 14,000 --- --- --- --- ---
Kevin B. Erdman 1995 61,865 5,900 --- --- 22,500 --- ---
VP Marketing (1) 1996 65,000 51,160 --- --- --- --- ---
</TABLE>
(1) The bonus represents sales commission earned on revenues as
part of employee's compensation.
The Board of Directors of the Company adopted an executive compensation
plan for fiscal 1997 which is based on the Company's performance
compared to the operating budget adopted for the year. The plan will
provide for cash bonuses of up to 50% of base compensation and for
stock option awards.
In addition, the Company has begun discussions with Mr. Miller
regarding an employment contract that provides for a one-year,
non-compete agreement and severance payments upon termination without
cause and in the event of a change in control.
The following table sets forth information regarding option exercises in fiscal
1996 and option values for Michael J. Miller and Kevin B. Erdman.
OPTION EXERCISES IN FISCAL 1996 AND OPTION VALUES AT JUNE 30, 1996
<TABLE>
<CAPTION>
Shares Number of Value of Unexercised
Acquired on Unexercised in-the-Money Options
Exercise Options at June 30, 1996 at June 30, 1996
(No. of Value (Exercisable/ (Exercisable/
Name shares) Realized Unexercisable) Unexercisable)
- ------------------- ----------- -------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Michael J. Miller,
President and CEO* 9,000 $25,900 39,000 / 64,500 $48,750 / $85,125
Kevin B. Erdman, - - 4,500 / 18,000 $2,000 / $8,000
VP Marketing
</TABLE>
* On July 23, 1996, Mr. Miller was granted an option to purchase 37,900 shares
at an exercise price of $3.50 per share and a term ending July 22, 2003.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE
OFFICERS
The following table sets forth, as of September 1, 1996, the number of shares of
the Company's Common Stock and the percentage of the outstanding Common Stock
owned by all shareholders who own beneficially more than five percent of the
outstanding shares of Common Stock, by each director, each executive officer
listed in the summary compensation table, and by all officers and directors as a
group. Unless otherwise indicated, each named beneficial owner has sole voting
and investment power with respect to all shares.
<TABLE>
<CAPTION>
Number of Shares of Percentage of
Name and Address of Common Common Stock Beneficially
Beneficial Owner Stock (1) Owned
- ------------------------------- ------------------- -------------------------
<S> <C> <C>
Willis K. Drake (2) 523,636 8.3%
Okabena Partnership K (2) 431,333 7.0%
Richard L. Hencley (2) 213,052 3.4%
Warren S. Tyler (2) 214,349 3.4%
Mark W. Sheffert (2) 66,283 1.1%
John Sagan (2) 64,417 1.0%
Michael J. Miller (2) 49,000 0.8%
Kevin B. Erdman (2) 10,000 --
Scott R. Anderson (2) 2,500 --
David F. Durenberger (2) -- --
All directors and officers as
a group (13 persons) 1,285,577 19.5%
</TABLE>
- ---------------------
(1) Includes options, warrants and convertible securities representing the
right to acquire within 60 days of the date of this report, shares of
the Company's Common Stock as follows: Mr. Drake - 125,525 shares; Mr.
Hencley - 58,584 shares; Mr. Miller - 39,000 shares; Mr. Sagan - 22,376
shares; Mr. Sheffert - 56,125 shares; Mr. Tyler - 58,584 shares; Mr.
Erdman - 8,000; Mr. Anderson - 2,500; and all officers and directors as
group (13 persons) - 427,818 shares. Messrs. Drake, Hencley and Tyler
each own 58,333 shares or 331/3 of the Series 1 Convertible Preferred
Stock.
(2) Address of Messrs. Drake, Tyler and Hencley is 4530 West 77th Street,
Suite 198, Minneapolis, Minnesota 55435. Address of Okabena Partnership
K is 5140 Norwest Center, 90 South Seventh Street, Minneapolis,
Minnesota 55402. Address of Mr. Sheffert is IDS Center, Suite 3650,
Minneapolis, Minnesota 55402. Address of Mr. Sagan is 22149 Long
Boulevard, Dearborn, Michigan 48124. Address of Mr. Miller is the
Company's address. Address of Mr. Erdman is 4400 Margaret Circle,
Minnetrista, Minnesota 55364. Address of Mr. Anderson is 3300 Oakdale
Avenue North, Robbinsdale, Minnesota 55422. Address of Mr. Durenberger
is 1615 L Street NW, Washington, DC 20036.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 1993, the following directors participated in a 10% Convertible
Debenture offering by the Company: Willis K. Drake - $100,000; and John Sagan -
$25,000. These Debentures had an original due date of October 1, 1995. On
September 30, 1995, Mr. Drake and Mr. Sagan agreed to extend the due date for
their Debentures to July 15, 1997. In consideration for this extension, Mr.
Drake received Warrants to purchase 12,500 shares of Common Stock exercisable at
$4.00 per share until July 15, 1997, and 2,500 shares of Common Stock, and Mr.
Sagan received Warrants to purchase 3,125 shares of Common Stock exercisable at
$4.00 per share until July 15, 1997, and 625 shares of Common Stock. As of
February 5, 1996, Mr. Drake had exercised his warrants through $50,000 of debt
reduction. Mr. Sagan also exercised his warrants resulting in $12,500 of
proceeds to the Company. The Debentures are convertible into Common Stock at the
rate of $3.96 per share.
During fiscal 1994, the Company issued 1,100 units of its securities, each unit
consisting of $100 principal amount of its 10% Convertible Debentures due May 1,
1996 and one stock purchase warrant representing the right to purchase 25 shares
of Common Stock at $6.00 per share during the three-year period ending May 1,
1996. The following directors participated in this Debenture offering: Willis K.
Drake - $75,000; and John Sagan - $25,000. In addition, Messrs. Drake and Sagan
received 18,750 and 6,250 stock purchase warrants. As of February 6, 1996, Mr.
Drake had exercised his warrants through $75,000 of debt reduction. Mr. Sagan
also exercised his warrants resulting in $25,000 of proceeds to the Company. On
April 4, 1996, the Company offered these Debenture holders the option to extend
the Debentures until July 15, 1997. As an incentive to extend, the Debenture
holders were offered additional warrants to purchase Common Stock at $4.00 per
share until July 15, 1997. As of April 30, 1996, Mr. Drake and Mr. Sagan had
extended their Debentures until July 15, 1997, and received Warrants to purchase
9,375 and 3,125 shares of Common Stock, respectively.
During fiscal 1994 and 1995, the following directors loaned the Company an
aggregate of $498,500 and $120,000, respectively: Willis K. Drake - $473,500 in
1994 and $45,000 in 1995; Warren S. Tyler - $25,000 in 1994; John Sagan -
$50,000 in 1995; and Robert N. Kisch - $25,000 in 1995. The loans paid interest
at 10% per annum. At the beginning of fiscal 1994, Mr. Drake and Mr. Tyler also
had outstanding loans to the Company of $275,000 and $65,000, respectively. Mr.
Drake's $45,000 loan in 1995 was made in connection with a note financing by the
Company in the aggregate principal amount of $240,000. As part of this
financing, the note holders were issued an aggregate of 30,000 shares of Common
Stock, 5,625 shares of which were issued to Mr. Drake, as additional
consideration for the making of such loans.
As of June 30, 1996, all of the above loans have been repaid as follows: Mr.
Drake - $756,834 during fiscal 1994, 1995 and the first nine months of fiscal
1996 by issuance of an aggregate of 189,209 shares of Common Stock at $4.00 per
share and payment of $36,666 in fiscal 1996; Mr. Tyler - $25,000 in fiscal 1996
through the exercise of a stock option for 22,500 shares of Common Stock at
$1.00 per share and payment of $2,500, and $65,000 on June 30, 1994, by issuance
of 16,250 shares of Common Stock at $4.00 per share; Mr. Sagan - payment of
$50,000 in fiscal 1995; and Mr. Kisch - $25,000 in fiscal 1996 by issuance of
6,250 shares of Common Stock at $4.00 per share.
On June 30, 1994, Willis K. Drake, Richard L. Hencley, and Warren S. Tyler,
directors of the Company, were issued a combined total of 250,000 (83,333 1/3
each) voting shares of Series I convertible cumulative preferred stock at $4.00
per share, resulting in proceeds to the Company of $1,000,000, which was
utilized to pay off the existing bank line of credit. These shares pay a yearly
dividend at the rate of 1% over the prime rate from time to time of National
City Bank of Minneapolis and are redeemable at the Company's option. The prime
rate of National City Bank of Minneapolis was 8 1/4 % on June 30, 1996. On each
of May 31, September 20 and November 30, 1995, February 29, 1996, May 31, and
August 31, 1996, the Company redeemed 12,500 shares of Preferred Stock pro rata
from these shareholders. In addition, these individuals received dividend
payments in the aggregate of $83,507 and $95,899 for the fiscal years ended June
30, 1996 and 1995, respectively.
It is Telident's policy that any transaction involving the Company and an
affiliated party be ratified by a majority of independent outside members of the
Company's Board of Directors who do not have an interest in the transaction and
that any such transaction be on terms no less favorable to the Company or its
affiliates than those that are generally available from an unaffiliated party.
The Company's Board of Directors believes that each of the foregoing
transactions were on as favorable terms to the Company as could have been
obtained from unaffiliated persons.
SELECTION OF AUDITORS
The directors of the Company have selected the firm of McGladrey & Pullen, LLP
as independent auditors of the Company for the fiscal year ending June 30, 1997,
subject to the approval of the stockholders.
McGladrey & Pullen has served as the Company's independent auditors since June
1994 and has no relationship with the Company other than that arising from its
employment as the Company's auditors. Representatives of McGladrey & Pullen will
be present at the Annual Meeting of Stockholders and will be given an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions raised at the meeting. Shares represented by
Proxy at the meeting will be voted in favor of approving this selection unless
instruction to the contrary is indicated on the Proxy form.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE SELECTION OF
McGLADREY & PULLEN, LLP AS INDEPENDENT AUDITORS.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders of the Company intended to be presented at the
Company's next Annual Meeting of Stockholders must be received by the President
of the Company at the above address no later than June 3, 1997, in order for any
such proposals to be included in the Company's Proxy Statement and form of Proxy
relating to that meeting.
ANNUAL REPORTS
The Company's 1996 Annual Shareholder Report, including financial statements, is
being mailed with this proxy statement to shareholders entitled to notice of the
Annual Meeting. THE COMPANY WILL FURNISH WITHOUT CHARGE TO SHAREHOLDERS A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR 1996, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION UPON RECEIPT OF WRITTEN REQUEST
ADDRESSED TO : INVESTOR RELATIONS, TELIDENT, INC. ONE MAIN STREET, S.E.
SUITE 85, MINNEAPOLIS, MN 55414.
OTHER MATTERS
Management does not intend to bring before the meeting any business other than
as set forth in this Proxy Statement and has not been informed that any other
business is to be presented to the meeting. If any matters other than those
referred to above should properly come before the meeting, however, it is the
intention of the persons named in the enclosed Proxy to vote such Proxy in
accordance with their best judgment.
Please sign and return promptly the enclosed Proxy in the envelope provided. The
signing of a Proxy will not prevent your attending the meeting and voting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
Lindley S. Branson, Secretary
October 1, 1996
TELIDENT, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 29, 1996
The undersigned stockholder of Telident, Inc. ("Company") hereby appoints
Michael J. Miller and John F. Kromer or either of them, as attorneys, agents,
and proxies of the undersigned with full power of substitution in each of them,
to vote in the name and on behalf of the undersigned at the Annual Meeting of
Stockholders of the Company to be held on October 29, 1996, and at all
adjournments thereof, all of the shares of Common Stock of the Company that the
undersigned would be entitled to vote if personally present, with the powers the
undersigned would possess if personally present.
(The Board of Directors recommends that you GRANT authority to vote for the
election of directors, and FOR approval of the selection of auditors of the
Company.)
I. GRANT |_| Authority to vote for election of
Scott R. Anderson, Willis K. Drake,
David F. Durenberger, Richard L.
Hencley, Michael J. Miller, John
WITHHOLD |_| Sagan, Mark W. Sheffert and Warren
S. Tyler to serve as directors. You
may withhold authority to vote for a
nominee by lining through his name;
II. FOR |_| Approval of the selection of McGladrey
and Pullen, LLP as independent
auditors of the Company;
AGAINST |_|
ABSTAIN |_|
III. In their discretion, upon such other business as may properly
come before the meeting; all as set out in the Notice of
Annual Meeting of Stockholders and Proxy Statement dated
October 1, 1996, receipt of which is hereby acknowledged.
ALL SHARES WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THE SHARES
WILL BE VOTED FOR THE DIRECTORS AND FOR APPROVAL OF THE INDEPENDENT AUDITORS AS
SET FORTH IN THE PROXY STATEMENT.
(CONTINUED, AND TO BE SIGNED, ON OTHER SIDE)
A majority of said attorneys or their substitutes who shall be present and act,
or if only one shall attend, then that one, shall have and may exercise all the
powers of said attorneys hereunder.
Dated: ______________________________
(PLEASE INSERT DATE)
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(SIGNATURE)
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(JOINT OWNER'S SIGNATURE)
[SIGNATURE(S) SHOULD AGREE WITH
STENCILED NAME(S).] WHEN SIGNING AS
ATTORNEY, GUARDIAN, EXECUTOR,
ADMINISTRATOR OR TRUSTEE, PLEASE GIVE
TITLE. IF THE SIGNER IS A CORPORATION,
PLEASE GIVE THE FULL CORPORATE NAME AND
SIGN BY A DULY AUTHORIZED OFFICER,
SHOWING HIS/HER TITLE. EACH JOINT OWNER
IS REQUESTED TO SIGN.
PLEASE EXECUTE AND RETURN THIS PROXY PROMPTLY.
WE APPRECIATE YOUR COOPERATION IN THIS MATTER.
