<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
RINGER CORPORATION
(Name of Registrant as Specified in its Charter)
____________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________________________
5) Total fee paid:
____________________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
______________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________
3) Filing Party:
_________________________________________________________
4) Date Filed:
___________________________________________________________
<PAGE> 2
RINGER CORPORATION
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
FEBRUARY 18, 1997
TO THE SHAREHOLDERS OF RINGER CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of Ringer
Corporation will be held at 3:30 p.m. on Tuesday, February 18, 1997, at the
Holiday Inn Crown Plaza Northstar Hotel, 618 Second Avenue South, Minneapolis,
Minnesota, for the following purposes:
1. To elect seven directors to serve on the Board of Directors.
2. To approve the 1996 Incentive and Stock Option Plan.
3. To ratify the selection of Deloitte & Touche as the Company's
independent auditors for the fiscal year ending September 30,
1997.
4. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on December 20,
1996 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
We encourage you to take part in the affairs of your Company either in
person or by executing and returning the enclosed proxy.
By Order of the Board of Directors,
Mark G. Eisenschenk
Mark G. Eisenschenk
Secretary
Dated: January 17, 1997
SHAREHOLDERS UNABLE TO ATTEND THIS MEETING ARE URGED TO DATE AND SIGN THE
ENCLOSED PROXY AND TO RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE> 3
RINGER CORPORATION
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 18, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Ringer Corporation for use at the Annual
Meeting of Shareholders of the Company to be held on February 18, 1997, at 3:30
p.m. at the Holiday Inn Crown Plaza Northstar Hotel, 618 Second Avenue South,
Minneapolis, Minnesota, and at any adjournment thereof. A shareholder giving
the enclosed proxy may revoke it at any time before the vote is cast at the
meeting. Shares represented by a proxy will be voted in the manner directed by
a shareholder. If no direction is made, the proxy will be voted for the
election of the nominees for directors named in this Proxy Statement. This
Proxy Statement and the accompanying form of proxy are being sent or given to
shareholders beginning on or about January 17, 1997 along with the Company's
1996 Annual Report to Shareholders.
Only shareholders of record at the close of business on December 20, 1996
are entitled to notice of and to vote at the meeting or at any adjournment
thereof. On December 20, 1996, there were 10,921,930 shares of Common Stock of
the Company outstanding. Each share is entitled to one vote. Cumulative
voting is not permitted. Shares voted as abstentions on any matter (or a
"withhold vote for" as to directors) will be counted as shares that are present
and entitled to vote for purposes of determining the presence of a quorum at
the meeting and as unvoted, although present and entitled to vote, for purposes
of determining the approval of each matter as to which the shareholder has
abstained. If a broker submits a proxy that indicates the broker does not have
discretionary authority as to certain shares to vote on one or more matters,
those shares will be counted as shares that are present and entitled to vote
for purposes of determining the presence of a quorum at the meeting, but will
not be considered as present and entitled to vote with respect to such matters.
The Board of Directors knows of no matters other than those that are
described in this Proxy Statement that may be brought before the meeting.
However, if any other matters are properly brought before the meeting, persons
named in the enclosed proxy or their substitutes will vote in accordance with
their best judgment on such matters.
All expenses in connection with the solicitation of proxies will be paid
by the Company. In addition to solicitation by mail, officers, directors and
regular employees of the Company who will receive no extra compensation for
their services, may solicit proxies by telephone, facsimile or personal calls.
The Company's principal executive offices are located at 9555 James Avenue
South, Suite 200, Bloomington, Minnesota 55431.
<PAGE> 4
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors has set the number of directors to be elected for
the ensuing year at seven and recommends the election of Messrs. Goldberg,
Stofer, Fischer, Lovness, Pass, Yanni and Hetterick (the "Nominees") to hold
office until the next annual meeting of shareholders and until their successors
are elected and qualified. Each Nominee is presently a director of the
Company.
Unless instructed not to vote for the election of directors, the proxies
will vote to elect the Nominees. If any of the Nominees is not a candidate for
election at the meeting, which is not presently anticipated, the proxy holders
may vote for such other person or persons as they in their discretion may
determine. The term of office of each existing director extends until the
annual meeting and until their successors are duly elected and qualified.
The following information is given as of December 31, 1996 and has been
furnished to the Company by the respective individuals listed below.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME AND AGE BUSINESS EXPERIENCE FOR PAST FIVE YEARS DIRECTOR SINCE
------------ --------------------------------------- --------------
<S> <C> <C>
Stanley Goldberg# Chief Executive Officer of the Company since 1993; President September 1992
Age 50 of the Company since September 1992. Vice President and
General Manager of Thomson, S.A., World Wide Audio Division,
a defense and electronics company from 1990 to 1992; General
Manager of Thomson S.A., Audio Americas Operations from 1988
to 1990; Manager of Product Development for General Electric
Company, a consumer and industrial products and defense
company, from 1986 to 1988. Director of Pet Food Warehouse,
Inc.
Gordon F. Stofer +@* Chairman of the Board of Directors of the Company since July December 1985
Age 49 1986; President of Cherry Tree Investments, Inc. and
Managing General Partner of Cherry Tree Ventures venture
capital partnerships since 1980. Director of Coda Music
Technology, Inc., Insignia Systems Incorporated, Harmony
Brook, Inc. and Pet Food Warehouse, Inc.
Robert W. Fischer +@* President of R.W. Fischer & Company, Inc., a corporate June 1981
Age 78 development and investment banking services company, since
1979. Director of Apertus Technologies Incorporated.
Donald E. Lovness Former Senior Scientist of the Company until his retirement June 1965
Age 72 in December 1988.
</TABLE>
- 2 -
<PAGE> 5
<TABLE>
<S> <C> <C>
Franklin Pass, M.D.# Chairman and Chief Executive Officer of Medi-Ject June 1990
Age 60 Corporation, a manufacturer of needle-free injection
devices, since 1992; President of International Agricultural
Investments, Ltd., an agricultural and consulting
partnership from 1990 to 1993; Chairman and Chief Executive
Officer of Bioseeds International, Inc., an agricultural
seed company, from 1987 to 1990.
Frederick F. Yanni, President and Chief Executive Officer of Health Services June 1993
Jr.#+ Medical Corporation of Central New York, Inc., a network
Age 54 health maintenance organization, since 1976; President and
Chief Executive Officer of Health Services Association, a
provider of ambulatory care, since 1972.
John F. Hetterick#@* President and Chief Executive Officer of Rollerblade, Inc., June 1993
Age 51 a manufacturer of in-line skates, since 1992; President of
Tonka International, a division of Tonka, Corporation, a
toy manufacturer, from 1989 to 1991; Vice President-
Marketing of Pepsi-Cola International, a manufacturer and
distributor of soft drinks from 1986 to 1989. Director of
Rollerblade, Inc.
</TABLE>
_____________________________
+ Member of Audit Committee
@ Member of Stock Option Committee
* Member of Compensation Committee
# Member of Compliance Committee
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF
COMMON STOCK REPRESENTED AT THE MEETING IS REQUIRED FOR THE ELECTION OF EACH
DIRECTOR. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE.
MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES
During the fiscal year ended September 30, 1996, the Board of Directors
met ten times. All of the directors attended more than 75% of the aggregate of
all meetings of the Board of Directors and meetings of the committees on which
they served except Franklin Pass, M.D. who attended six of the ten meetings of
the Board of Directors and Frederick Yanni, Jr. who attended seven of the ten
meetings of the Board of Directors and one of the two meetings of the audit
committee. The Board of Directors and its committees also act from time to
time by written consent in lieu of meetings.
The Board of Directors of the Company has standing audit, compliance,
compensation and stock option committees which have a current membership as
indicated in the foregoing section. The Board of Directors has no standing
nominating committee.
The audit committee makes recommendations as to the selection of auditors
and their compensation, and reviews with the auditors the scope of the annual
audit, matters of internal control and procedure and the adequacy thereof, the
audit results and reports and other general matters relating to the Company's
accounts, records, controls and financial reporting. During fiscal 1996, the
audit committee held two meetings.
- 3 -
<PAGE> 6
The compliance committee helps ensure management has implemented
appropriate policies, procedures, practices, controls and monitoring techniques
for maintaining compliance with applicable laws and regulations. During the
year, the compliance committee did not hold any meetings.
The compensation committee reviews and recommends to the Board of
Directors the compensation guidelines for executive officers and other key
personnel and the composition and levels of participation in incentive
compensation plans (other than the Company's 1986 Employee Incentive Stock
Option Plan), fringe benefits and retirement benefits for all employees.
During fiscal 1996, the compensation committee held four meetings.
The stock option committee's sole function is to administer the Company's
1986 Employee Incentive Stock Option Plan. During fiscal 1996, the stock
option committee held two meetings.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Stanley Goldberg 50 Chief Executive Officer,
President
Mark G. Eisenschenk 39 Chief Financial Officer,
Vice President - Finance,
Treasurer and Secretary
Patrick J. McGinnity, Ph.D. 42 Vice President and General
Manager - Safer and Ringer
Products
Michael R. Goblet 50 Vice President - Sales
</TABLE>
See the biographical information on Mr. Goldberg under "Election of
Directors."
Mark G. Eisenschenk joined the Company in January 1994 as Chief Financial
Officer, Vice President of Finance, Treasurer and Secretary. From 1991 to
1994, Mr. Eisenschenk was the Vice President and Chief Financial Officer of ECM
Publishers, Inc. From 1986 to 1991, Mr. Eisenschenk was Director of Treasury,
Taxation and Accounting of Sinclair and Valentine, formerly a unit of
Allied-Signal, Inc.
Patrick J. McGinnity, Ph.D. joined the Company in September 1987 as Vice
President-Research and Development. From December 1983 to September 1987, Dr.
McGinnity was Senior Field Research and Development Specialist and Regional
Field Research and Development Manager at PPG Industries, Inc.
Michael R. Goblet joined the Company in March 1993 as Vice President -
Sales. From 1982 to 1993, Mr. Goblet was a Regional Manager at the O. M.
Scotts Company.
- 4 -
<PAGE> 7
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors and persons who beneficially own more than ten percent
(10%) of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors, and greater than ten percent (10%)
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers and directors were complied with except that, due to an
administrative oversight at the Company, the following directors filed late
Form 5 reports for fiscal 1996: Mr. Fischer, Mr. Hetterick, Mr. Lovness, Dr.
Pass and Mr. Yanni.
EXECUTIVE COMPENSATION
The following table sets forth the compensation awarded to or earned
in fiscal years 1994, 1995 and 1996 by the Company's Chief Executive Officer
and each other executive officer who earned salary and bonus in excess of
$100,000 during the fiscal year ended September 30, 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation (1)
--------------------------
Annual Compensation Restricted Securities
Name and ------------------- Stock Underlying All Other
Principal Position Year Salary Bonus Awards Options Compensation
- ------------------ ---- ----------- ----------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Stanley Goldberg, 1996 $ 178,500 $ 20,000 -- -- $ 22,227 (2)
President and Chief 1995 $ 171,133 -- -- 225,000 $ 20,548 (2)
Executive Officer 1994 $ 170,000 $ 35,000 10,000 -- $ 12,400
Michael R. Goblet, 1996 $ 102,083 $ 1,000 -- -- --
Vice President of 1995 $ 102,417 -- -- 17,000 --
Sales 1994 $ 97,125 $ 3,000 -- 7,000 --
Patrick J. McGinnity, 1996 $ 104,167 $ 1,500 -- -- --
Vice President and 1995 $ 94,875 -- -- 35,000 --
General Manager, 1994 $ 89,250 $ 5,000 -- 10,000 --
Safer and Ringer
Products
</TABLE>
- -----------------
(1) Mr. Goldberg held 15,000 shares of restricted stock valued at $28,125 as of
September 30, 1996.
(2) Includes compensation of $7,087 in 1996 and $7,417 in 1995 relating to the
purchase of disability insurance for Mr. Goldberg.
- 5 -
<PAGE> 8
Fiscal Year-End Option Values
-----------------------------
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at End of In-the-Money Options
Fiscal 1996 at End of Fiscal 1996
---------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Mr. Goldberg 251,250 198,750 $ 0 $ 0
Mr. Goblet 31,526 17,474 0 0
Dr. McGinnity 46,354 28,656 0 0
</TABLE>
DIRECTOR COMPENSATION
The Company does not provide cash compensation to its outside directors,
but reimburses them for travel expenses for Board of Directors and committee
meetings attended. The Board of Directors has adopted the 1993 Stock Option
Plan for Non-Employee Directors (the "Director Plan"), which was approved by
the shareholders of the Company at the 1994 Annual Meeting. Such plan provides
that each non-employee director shall receive an option to purchase 10,000
shares of Common Stock upon initial election as a director and an option to
purchase an additional 5,000 shares of Common Stock on the first business day
of each fiscal year in which he or she remains a director, commencing October
1, 1993. The exercise price of all options under the Director Plan is equal to
the fair market value on the date of grant. Each option granted under the
Director Plan is fully exercisable on the date of grant and terminates five (5)
years after the date of grant.
EMPLOYMENT AGREEMENTS
The Company and Stanley Goldberg entered into an Employment Agreement
under which Mr. Goldberg agreed to serve as the President of the Company. The
agreement provides for a minimum annual base compensation payable to Mr.
Goldberg of $162,500. In addition to such base salary, Mr. Goldberg is
eligible to participate in an executive compensation incentive plan that
provides for bonus payments to Mr. Goldberg of up to 40% of his base salary
based on personal and company performance objectives established by the
Company's Board of Directors. The agreement further provides that Mr. Goldberg
may be entitled to severance pay in the event Mr. Goldberg's employment with
the Company is terminated under certain circumstances. Such severance pay is
equal to his base monthly salary at the time of such termination and is payable
for a period of twelve months following such termination, offset by any
compensation received by Mr. Goldberg during such period from other employment.
CONTINGENCY RETENTION PLAN
On February 11, 1992, the Board of Directors of the Company established a
Contingency Retention Plan (the "Retention Plan"). The Retention Plan provides
for the payment to certain key employees of the Company, including Mr. Goldberg
and other officers, of a lump sum termination benefit plus continuation of life
insurance, health insurance and dental benefits for a period of time in the
event the employment of such employees is terminated within two years after a
"change of control." A change of control is defined for purposes of the
Retention Plan as (i) the acquisition by any person of beneficial ownership of
more than 50% of the voting securities of the Company, (ii) the completion by
the Company, after approval by its stockholders, of a merger, consolidation,
recapitalization, reorganization, distribution of assets, sale of all or
substantially all of its assets, or liquidation or dissolution, or (iii) the
failure of the Directors who comprised the Board on January 2, 1992, or their
nominated successors, to constitute two-thirds of the members of the Board of
Directors. No termination benefits are paid, and no health or welfare benefits
continue, if the employee's termination is for "cause" (defined to include
willful and continual failure to perform duties for 30 days after notice and
wilful conduct that is demonstrably and materially injurious to the Company),
is because of permanent disability, is initiated
- 6 -
<PAGE> 9
by the employee for other than good reason (as defined), or is a result of the
death of the officer or employee.
The amount of the lump sum termination benefit varies from the equivalent
of three months to two years of salary and bonus at the time of termination.
Vice presidents of the Company would receive one year's salary and bonus upon
termination while Mr. Goldberg, as President, would receive two years' salary
and bonus. The period during which health and welfare benefits would continue
after termination varies from three months to two years, but is terminated if
the employee obtains other employment with similar benefits.
STOCK OPTION PLANS
In 1986, the Board of Directors and the shareholders of the Company
approved the 1986 Employee Incentive Stock Option Plan (the "1986 Plan") which
expired on September 17, 1996. As of such date, 833,068 shares were subject to
outstanding options at a weighted average exercise price of $2.11 per share, of
which options to purchase 465,875 shares were exercisable as of such date. As
of September 30, 1996, a total of 28 employees held options under the 1986
Plan.
On November 25, 1996, the Board of Directors adopted, subject to
shareholder approval, the Ringer Corporation 1996 Incentive and Stock Option
Plan. See "Proposal Two: To Approve The 1996 Incentive And Stock Option Plan."
- 7 -
<PAGE> 10
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of December 31,
1996, with respect to the beneficial ownership of the Company's Common Stock by
all persons known by the Company to be the beneficial owners of more than 5% of
its outstanding shares, by all directors, by the executive officer named in the
executive compensation table and by all officers and directors as a group.
Unless noted below, the address of each of the following shareholders is the
same as the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL
OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
- ------------------- -------------------------- ----------------
<S> <C> <C>
Gordon F. Stofer and 674,561 6.2%
Cherry Tree Ventures III (2)
1400 Northland Plaza
3800 West 80th Street
Minneapolis, MN 55431
Parsnip River Company 905,388 8.3%
4422 IDS Center
80 South 8th Street
Minneapolis, MN 55402
Alphi Investment Management Co. 667,100 6.1%
155 Pfingsten Road, Suite 360
Deerfield, IL 60015
Stanley Goldberg 316,515 2.8%
Robert W. Fischer 114,001 1.0%
Donald E. Lovness 30,550 *
Franklin Pass, M.D. 20,000 *
Frederick F. Yanni, Jr. 33,300 *
John F. Hetterick 30,000 *
Michael R. Goblet 43,214 *
Patrick J. McGinnity, Ph.D. 51,719 *
Officers and directors as 1,374,215 11.9%
a group (11 persons) (1)
</TABLE>
- --------------
* Less than one percent
(1) Includes for Stanley Goldberg, options to purchase 292,500 Shares of
Common Stock which are exercisable within 60 days; for Robert W.
Fischer, options to purchase 20,000 shares of Common Stock which are
exercisable within 60 days; for Donald E. Lovness, options to purchase
20,000 shares of Common Stock which are exercisable within 60 days; for
Franklin Pass, M.D., options to purchase 20,000 shares of Common Stock
which are exercisable within 60 days; for Frederick F. Yanni, Jr.,
options to purchase 30,000 shares of Common Stock which are exercisable
within 60 days; for John F.
- 8 -
<PAGE> 11
Hetterick, options to purchase 30,000 shares of Common Stock which are
exercisable within 60 days; for Michael R. Goblet, options to purchase
35,804 shares of Common Stock which are exercisable in 60 days; for
Patrick J. McGinnity, Ph.D., options to purchase 51,719 shares of Common
Stock which are exercisable within 60 days; and for all officers and
directors as a group, options to purchase 578,378 shares of Common Stock
which are exercisable within 60 days.
(2) Includes 648,163 shares held by Cherry Tree Ventures III, of which Mr.
Stofer, the Chairman of the Board of the Company, is a general partner.
Mr. Stofer disclaims beneficial ownership of shares held by Cherry Tree
Ventures III. Also includes options to purchase 15,000 shares of Common
Stock which are exercisable within 60 days.
PROPOSAL TWO
TO APPROVE THE 1996 INCENTIVE AND STOCK OPTION PLAN
On November 25, 1996, the Board of Directors adopted, subject to
shareholder approval, the Ringer Corporation 1996 Incentive and Stock Option
Plan (the "1996 Plan"). The purpose of the 1996 Plan is to promote the
interests of the Company and its shareholders by aiding the Company in
attracting and retaining employees and directors capable of contributing to the
growth and success of, and providing strategic direction to, the Company, and
by offering such employees and directors an opportunity to acquire a
proprietary interest in the Company, thereby providing them with incentives to
put forth maximum efforts for the success of the Company's business and
aligning the interests of such employees and directors with those of the
Company's shareholders. The following is a description of the material terms
and conditions of the 1996 Plan.
The 1996 Plan will be administered by a committee of the Board of
Directors (the "Committee"). A total of 500,000 shares of Common Stock are
available and reserved for issuance upon the exercise of options granted under
the 1996 Plan. Full and part-time employees, members of the Board of
Directors, consultants or independent contractors providing valuable services
to the Company or any eligible affiliate of the Company are eligible to receive
awards under the 1996 Plan. Awards may be in the form of options to purchase
Common Stock, grants of restricted Common Stock or grants of unrestricted
Common Stock. Options may be in the form of incentive stock options ("ISO"),
which comply with Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or nonqualified stock options; provided, however, that ISOs may
only be granted to employees and may not have a term greater than 10 years.
The Committee will have the power to determine the number of shares to be
covered by awards under the 1996 Plan, determine the terms and conditions of an
award, amend the terms of an award, interpret and administer the 1996 Plan and
establish rules under the 1996 Plan. The exercise price of each option granted
under the 1996 Plan shall not be less than the fair market value of the Common
Stock on the date the option is granted. Under the 1996 Plan, the Committee may
permit participants receiving or exercising options, subject to the discretion
of the Committee and upon such terms and conditions as it may impose, to
surrender shares of Common Stock (either shares received upon the receipt or
exercise of the option or shares previously owned by the optionee) to the
Company in payment of the exercise price thereunder or to satisfy federal and
state tax obligations. In the event any dividend, distribution,
recapitalization, stock split, merger, consolidation, or other event occurs
that affects the Company's Common Stock such that an adjustment is determined
by the Committee to be appropriate to prevent dilution or enlargement of
benefits under the 1996 Plan, the Committee may make such adjustments to awards
under the 1996 Plan as it deems necessary to preserve the benefits intended
under the 1996 Plan and such awards. Awards granted under the 1996 Plan are
not transferable.
The 1996 Plan will be effective immediately upon its approval by the
requisite vote of the shareholders. As of December 31, 1996, options to
purchase 55,600 shares had been granted, subject to shareholder approval, to 27
employees at a weighted average exercise price of $1.75, none of which were
exercisable as of such date.
- 9 -
<PAGE> 12
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF
COMMON STOCK REPRESENTED AT THE MEETING IS REQUIRED TO APPROVE THE 1996
INCENTIVE AND STOCK OPTION PLAN. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
APPROVAL OF THE 1996 PLAN.
PROPOSAL THREE
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has appointed Deloitte & Touche as the Company's
independent auditors for the year ending September 30, 1997 and recommends that
the shareholders ratify that appointment. Deloitte & Touche has served as the
Company's independent auditors for the years ended September 30, 1989 through
1996. Deloitte & Touche has no relationship with the Company other than that
arising from its employment as independent auditors. Representatives of
Deloitte & Touche will be present at the Annual Meeting. They will have an
opportunity to make a statement if they desire to do so and will be available
to respond to appropriate questions from shareholders.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF
COMMON STOCK REPRESENTED AT THE MEETING IS REQUIRED TO RATIFY THIS APPOINTMENT.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFYING THIS APPOINTMENT.
PROPOSALS FOR THE NEXT ANNUAL MEETING
Any proposal by a shareholder to be presented at the next annual meeting
must be received at the Company's principal executive offices, 9555 James
Avenue South, Suite 200, Bloomington, Minnesota 55431, not later than September
20, 1997.
By Order of the Board of Directors,
Mark G. Eisenschenk
Mark G. Eisenschenk
Secretary
Dated: January 17, 1997
- 10 -
<PAGE> 13
PROXY
RINGER CORPORATION
9555 JAMES AVENUE SOUTH, SUITE 200
BLOOMINGTON, MINNESOTA 55431
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having duly received the Notice of Annual
Meeting and Proxy Statement dated January 17, 1997 appoints Stanley
Goldberg and Mark Eisenschenk proxies (each with the power to act
alone and with the power of substitution and revocation), to
represent the undersigned and to vote, as designed below, all
shares of Common Stock of Ringer Corporation which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of Ringer
Corporation to be held on Tuesday, February 18, 1997 at the Holiday
Inn Crown Plaza Northstar Hotel, 618 Second Avenue South,
Minneapolis, Minnesota at 3:30 p.m., and any adjournment thereof.
Each of the matters set forth below has been proposed by the
Company.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST BELOW.)
Stanley Goldberg, Gordon F. Stofer, Robert W. Fischer, Donald E. Lovness, Franklin Pass,
Frederick F. Yanni, Jr., John F. Hetterick
2. PROPOSAL TO APPROVE THE 1996 INCENTIVE AND STOCK OPTION PLAN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
(continued from other side)
<TABLE>
<S> <C>
3. RATIFICATION OF INDEPENDENT AUDITORS
[ ] FOR the ratification of Deloitte & Touche as the Company's independent auditors
for the year ending September 30, 1997
[ ] WITHHOLD AUTHORITY to vote for the ratification of Deloitte & Touche as the
Company's independent auditors for the year ending September 30, 1997
4. In their discretion, the proxies are authorized to vote upon such other business as
may properly come before the meeting.
</TABLE>
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this Proxy will be voted FOR all of the above items.
PLEASE SIGN, DATE AND MAIL
THIS PROXY IN THE ENCLOSED
ADDRESSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED
IN THE U.S.
Please sign exactly as your
name appears hereon. Jointly
owned shares will be voted as
directed if one owner signs
unless another owner instructs
to the contrary, in which case
the shares will not be voted.
If signing in a representative
capacity, please indicate
title and authority.
Date: , 1997
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Signature
