<PAGE> 1
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
[ X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HoloPak Technologies, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
HoloPak Technologies, Inc.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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).
[ ] $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) Dated Filed:
---------------------------------------------
<PAGE> 2
[HOLOPAK LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 20, 1996
TO OUR STOCKHOLDERS:
You are invited to be present either in person or by proxy at the Annual
Meeting of Stockholders of HoloPak Technologies, Inc. (the "Company") to be held
at the Hyatt Regency, New Brunswick, Two Albany Street, New Brunswick, New
Jersey 08901 on Friday, September 20, 1996 at 10:00 a.m. for the following
purposes:
1. To elect eight directors to serve for a one-year term and until
their successors are elected and qualified;
2. To consider and act upon a proposal to ratify the appointment by
the Board of Directors of Deloitte & Touche LLP as independent public
accountants for the Company for the fiscal year ending March 31, 1997; and
3. To transact such other business as may properly come before the
Annual Meeting.
The Board of Directors has fixed the close of business on July 29, 1996 as
the record date for determining the stockholders entitled to notice of, and to
vote at, the Annual Meeting or any adjournments thereof.
The Directors hope that you will find it convenient to attend the Annual
Meeting in person, but whether or not you plan to attend, please sign, date and
return the enclosed proxy to assure that your shares are represented at the
Annual Meeting. Returning your proxy does not deprive you of your right to
attend the Annual Meeting and vote your shares in person.
By order of the Board of Directors,
/s/ DAVID W. JAFFIN
----------------------
David W. Jaffin
Secretary
East Brunswick, New Jersey
August 26, 1996
EACH STOCKHOLDER IS URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD
IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN
THE EVENT YOU ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE
IT IS VOTED.
<PAGE> 3
[HOLOPAK LOGO]
9 COTTERS LANE
EAST BRUNSWICK, NEW JERSEY 08816
August 26, 1996
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of HoloPak
Technologies, Inc. (the "Company") in connection with the solicitation by the
Board of Directors of proxies to be used at the Annual Meeting of Stockholders
to be held on Friday, September 20, 1996, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
The approximate date upon which this Proxy Statement and the form of proxy
are to be mailed to stockholders is August 26, 1996.
If the enclosed proxy is executed and returned, it may nevertheless be
revoked at any time before it is exercised by giving written notice to the
Secretary of the Company, but mere attendance at the Annual Meeting, without
such notice, will not revoke the proxy. Shares represented by a valid proxy
which is received pursuant to this solicitation and not revoked before it is
exercised will be voted as provided on the proxy at the Annual Meeting or any
adjournments thereof.
The Company's executive offices are located at 9 Cotters Lane, East
Brunswick, New Jersey 08816.
VOTING AT THE MEETING
Only holders of shares of Common Stock of the Company (the "Common Stock")
of record at the close of business on July 29, 1996 will be entitled to vote at
the Annual Meeting. On July 29, 1996, 2,795,233 shares of Common Stock, the only
outstanding voting securities of the Company, were issued and outstanding. Each
share of Common Stock is entitled to one vote on all matters.
The holders of a majority of the shares entitled to vote, present in person
or represented by proxy, constitute a quorum. The affirmative vote of a majority
of the shares present in person or represented by proxy at the Annual Meeting
and entitled to vote is required for the election of directors and to ratify the
appointment of the Company's independent accountants or to take action with
respect to any other matter as may properly be brought before the Annual
Meeting. Shares cannot be voted at the Annual Meeting unless the holder of
record is present in person or by proxy. The enclosed proxy is a means by which
a stockholder may authorize the voting of his or her shares at the Annual
Meeting. The shares of Common Stock represented by each properly executed Proxy
Card will be voted at the meeting in accordance with each stockholder's
directions. Stockholders are urged to specify their choices by marking the
appropriate boxes on the enclosed proxy; if no choice has been specified, the
shares will be voted as recommended by the Board of Directors. If any other
matters are properly presented to the meeting for action, the proxy holders will
vote the proxies (which confer discretionary authority to vote on such matters)
in accordance with their best judgment.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect, other than for purposes of determining the
<PAGE> 4
presence of a quorum. Abstentions may be specified on the proposal to ratify the
appointment of the Company's independent accountants (but not for the election
of directors). Abstentions will be considered present and entitled to vote at
the Annual Meeting, but will not be counted as votes cast in the affirmative.
Abstentions on the proposal to ratify the appointment of the Company's
independent accountants will have the effect of a negative vote because this
proposal requires the affirmative vote of a majority of the shares present at
the Annual Meeting in person or represented by proxy at the Annual Meeting and
entitled to vote.
Brokers that are member firms of the New York Stock Exchange ("NYSE") and
who hold shares in street name for customers have the authority under the rules
of the NYSE to vote those shares with respect to the election of directors and
the proposal to ratify the appointment of the independent public accountants if
they have not received instructions from a beneficial owner. A failure by
brokers to vote those shares will have no effect in the outcome of the election
of directors or the adoption of the proposal to ratify the appointment of the
independent public accountants because such shares will not be considered shares
present and entitled to vote with respect to such matters.
Your proxy vote is important. Accordingly, the Company asks you to
complete, sign and return the accompanying proxy whether or not you plan to
attend the Annual Meeting. If you plan to attend the Annual Meeting to vote in
person and your shares are registered with the Company's transfer agent
(StockTrans, Inc.) in the name of a broker, bank or other custodian, nominee or
fiduciary, you must secure a proxy from such person assigning you the right to
vote your shares.
SECURITY OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of July 1, 1996 (1) by each person known by the
Company to own beneficially more than 5% of the outstanding Common Stock, (2) by
each director of the Company, (3) by each executive officer of the Company named
in the Summary Compensation Table included elsewhere herein and (4) by all
directors and executive officers as a group. Percentages of less than one
percent have been omitted. Unless otherwise indicated, the shares listed in the
table are owned directly by the individual or entity, or by both the individual
and the individual's spouse, and the individual or entity has sole voting and
investment power as to shares shown or, in the case of the individual, such
power is shared with the individual's spouse.
Certain of the shares listed below are deemed to be owned beneficially by
more than one stockholder under the applicable rules of the Securities and
Exchange Commission (the "Commission"). Accordingly, the sum of the ownership
percentages listed exceeds 100%.
<TABLE>
<CAPTION>
AMOUNT OF PERCENT
BENEFICIAL OF
OWNERSHIP CLASS
--------- -------
<S> <C> <C>
OVER 5% STOCKHOLDERS
Bradford Mills(1)(2)(4)(5)(6).......................................... 801,134 28.7%
Robert J. Simon(1)(2)(3)(6)(8)......................................... 1,512,172 54.0%
Barbara M. Henagan(1)(2)(3)(7)......................................... 1,508,524 54.0%
Bradford Venture Partners, L.P.(1)(2).................................. 753,086 27.0%
Overseas Private Investor Partners(3)(5)(9)............................ 753,086 27.0%
Harry Parker(8)(10).................................................... 266,416 9.5%
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
AMOUNT OF PERCENT
BENEFICIAL OF
OWNERSHIP CLASS
--------- -------
<S> <C> <C>
OTHER DIRECTORS
Robert Coghan(12)...................................................... 25,000 *
John J. Collins(11).................................................... 2,000 *
Brian Kelly(11)........................................................ 2,000 *
Michael S. Mathews(6).................................................. 11,880 *
Cheryl A. Mills (4)(6)................................................. 44,048 1.7%
Courtney Price(6)...................................................... 10,353 *
OTHER NAMED EXECUTIVE OFFICERS
Charles Yetka.......................................................... -- --
David W. Jaffin(12).................................................... 34,300 1.2%
Marc O. Woontner....................................................... -- --
Joseph T. Webb......................................................... 6,000 *
Directors and executive officers as a group (12 persons)(1)(13).......... 1,918,169 66.8%
</TABLE>
- ---------------
* less than 1%.
(1) The amounts shown for Messrs. Mills and Simon and Ms. Henagan include the
shares owned of record by Bradford Venture Partners, L.P. ("BVP"), as to
which they may be deemed to share beneficial ownership due to their having
voting and dispositive power over such shares. Bradford Associates, a
general partnership of which such three persons are the partners, is the
sole general partner of BVP and, as such, holds a 1% interest in that
partnership.
(2) The address of the stockholder is 22 Chambers Street, Princeton, New Jersey
08542.
(3) The amounts shown for Mr. Simon and Ms. Henagan include the shares owned of
record by Overseas Private Investor Partners ("OPIP"), as to which each may
be deemed to share beneficial ownership due to having voting power over
such shares. Mr. Simon and Ms. Henagan serve as Co- Chairmen of the Board
of Directors of the corporation that acts as the managing partner of OPIP.
Bradford Associates holds a 1% partnership interest in OPIP, which may
increase upon the satisfaction of certain contingencies related to the
overall performance of OPIP's investment portfolio, and also acts as an
investment advisor for OPIP.
(4) Ms. Mills is the wife of Mr. Mills and therefore each is deemed to have
beneficial ownership of the shares owned by the other.
(5) OPIP holds Class A Common Stock of the Company. Class A Common Stock is not
entitled to vote on any matters except as a separate class on any amendment
to the Company's Certificate of Incorporation adversely effecting OPIP's
rights. The Class A Common Stock is substantially equivalent to the Common
Stock except for voting rights and the fact that Class A Common Stock is
convertible into Common Stock at any time on a one-for-one basis.
Therefore, OPIP is deemed to be a beneficial owner of the Common Stock for
purposes of the ownership table and, accordingly, the ownership percentages
of Mr. Simon, Ms. Henagan and OPIP reflect OPIP's stock ownership as if the
Class A Common Stock was converted into Common Stock. OPIP is the sole
holder of Class A Common Stock of the Company.
(6) The amount shown includes 6,000 shares that may be acquired under options
that are currently exercisable.
3
<PAGE> 6
(7) The amount shown for Ms. Henagan includes 2,352 shares that she owns of
record as trustee under two trusts for the benefit of two relatives of Ms.
Henagan.
(8) The stockholder is also a director of the Company.
(9) The address of the stockholder is Clarendon House, Church Street, Hamilton
5-31, Bermuda.
(10) The address of the stockholder is 9 Cotters Lane, East Brunswick, New
Jersey 08816.
(11) The amount shown includes 2,000 shares that may be acquired under options
that are currently exercisable.
(12) The amount shown includes 25,000 shares that may be acquired under options
that are currently exercisable.
(13) The amount shown includes shares that may be acquired under options that
are currently exercisable.
NOMINATION AND ELECTION OF DIRECTORS
The By-laws of the Company provide that the Board of Directors will consist
of one to twelve directors, as determined from time to time by resolution of the
Board. The Board has fixed the number of directors at eight, all of whom are to
be elected at the 1996 Annual Meeting. Each director elected will serve until
the 1997 Annual Meeting and until a successor has been elected and qualified or
until the director's earlier resignation or removal. Each nominee has consented
to be named in this Proxy Statement and to serve if elected.
If any nominee becomes unavailable for any reason or if a vacancy occurs
for any other reason before the election (which events are not anticipated), the
shares represented by the enclosed proxy may be voted for such other person as
may be determined by the holders of such proxies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.
NOMINEES
The persons nominated to be directors of the Company are listed below. All
of the nominees listed below are currently directors of the Company. All of the
nominees have been directors of the Company since 1990, with the exception of
Mr. Collins, who became a director in December 1994 and Mr. Kelly, who became a
director in June 1995.
<TABLE>
<CAPTION>
NAME AGE POSITIONS WITH THE COMPANY
- ------------------- --- -------------------------------------
<S> <C> <C>
Robert J. Simon 37 Chairman of the Board of Directors
Robert E. Coghan 67 Chief Executive Officer and Director
Harry Parker 69 Director
John J. Collins 56 Director
Michael S. Mathews 55 Director
Cheryl A. Mills 47 Director
Courtney M. Price 53 Director
Brian Kelly 53 Director
</TABLE>
ROBERT J. SIMON -- Mr. Simon has been Chairman of the Board of Directors
since May 1992 and a director since 1990. Mr. Simon has been a senior managing
director of Bradford Ventures Ltd., a private investment firm, since 1992 and a
general partner of Bradford Associates since 1989. Prior to that time, Mr. Simon
held the following positions at Bradford Ventures Ltd.: managing director
(1990-1992), Senior
4
<PAGE> 7
Vice President (1987-1990) and Vice President (1984-1987). Mr. Simon is Chairman
of the Board of Adco Technologies Inc. and Tufco Technologies, Inc., both of
which are publicly held companies. Mr. Simon is either Chairman of the Board or
a director of Paramount Cards, Inc., Pamarco Technologies, Inc., VSC
Corporation, Overseas Equity Investors Ltd., Overseas Private Investors, Ltd.,
and several other privately held companies.
ROBERT E. COGHAN -- Mr. Coghan has been a director of the Company since
1990 and has been the Chief Executive Officer of the Company since February
1996. Prior to that time, Mr. Coghan was the President of the Company or
Transfer Print Foils, Inc. ("Transfer Print") from 1979 until February 1, 1996.
Mr. Coghan has over 35 years of experience in the hot stamp foil business,
including experience as a Vice President of the Prior Parker Company (defined
below). Mr. Coghan is also a director of Tufco Technologies, Inc.
HARRY PARKER -- Mr. Parker has been a director of the Company since 1990
and was the Chief Executive Officer of the Company or Transfer Print from 1979
until February 1, 1996. Mr. Parker has over 36 years of experience in the hot
stamp foil business, including his experience with a company which he founded
and then sold to a large conglomerate in 1974 (the "Prior Parker Company").
JOHN J. COLLINS -- Mr. Collins has been a director since December 1994.
Since April 1, 1995, Mr. Collins has been an independent consultant and, prior
to that time, Mr. Collins was the President and Chief Executive Officer of WACE
(USA), a subsidiary of WACE Group PLC from 1988 until March 31, 1995.
MICHAEL S. MATHEWS -- Mr. Mathews has been a director since 1990 and has
been a managing director of Westgate Capital Co., a private investment firm,
since January 1993. From 1989 through January 1993, Mr. Mathews was a managing
director of Bradford Ventures Ltd., a private investment firm and prior to such
time, he was the President of DnC Capital Corporation, a merchant banking and
investment firm, for more than five years. Mr. Mathews served as Chairman of the
Board of Directors from January 1990 through May 1992. Mr. Mathews is also a
director of Petroleum Geo-Services A/S.
CHERYL A. MILLS -- Ms. Mills has been a director since 1990 and has been an
independent marketing consultant for more than five years. In addition, Ms.
Mills was an investment banker with Wertheim Schroder & Co. Incorporated in 1987
and 1988.
COURTNEY M. PRICE -- Ms. Price has been a director since 1990 and has been
a partner at the law firm of Reid & Priest since December 1992. Ms. Price was a
partner at the law firm of Kelley Drye & Warren from 1990 to December 1992 and,
prior to that time, a partner at the law firm of Anderson Kill Olick & Oshinsky
since 1988.
BRIAN KELLY -- Mr. Kelly has been a director since June 1995 and has been
President of Delafoil, Inc., a manufacturer of metal components for the
electronics industry since March 1995. From March 1994 to March 1995, Mr. Kelly
was President of Waverly Partners, Inc., a private investment firm. From
September 1989 to March 1994, Mr. Kelly was President of Fitchburg Coded
Products, a manufacturer of coated and laminated products.
GENERAL INFORMATION ABOUT BOARD OF DIRECTORS
There were four regular meetings of the Board of Directors in the 1996
fiscal year. During this period, each incumbent director attended at least 75%
of the aggregate of (1) the total number of meetings of the Board held during
the period for which such incumbent was a director, and (2) the total number of
meetings held by all committees of the Board on which such incumbent served.
5
<PAGE> 8
Directors of the Company who are not full time employees of the Company or
its operating subsidiaries receive $1,500 for each meeting attended, as well as
an annual retainer of $5,000. In addition, upon election to the Board at the
Annual Meeting, each non-employee director shall receive an option to acquire
2,000 shares of Common Stock under the Company's 1993 Non-Qualified Stock Option
Plan. The Board of Directors has several committees, including an Executive
Committee, a Compensation Committee and an Audit Committee, but it does not have
a Nominating Committee.
The Executive Committee consists of Messrs. Mathews, Simon and Coghan. The
Executive Committee may exercise all of the authority of the Board of Directors
in the business and affairs of the Company with certain exceptions. The
Executive Committee is intended to serve in the event action must be taken by
the Board of Directors at a time when convening a meeting of the entire Board is
not feasible. The Executive Committee met twice during fiscal 1996.
The Board of Directors established the Compensation Committee, consisting
of Messrs. Mathews and Simon in May 1993. Neither member of the Compensation
Committee is a former or current officer or employee of the Company or any of
its subsidiaries. The Committee is responsible for developing and administering
the Company's executive compensation policies, plans and programs. The
Compensation Committee is also the Plan Administrator of the Company's 1993
Non-Qualified Stock Option Plan. The Compensation Committee met once during
fiscal 1996.
The Audit Committee consists of two non-employee directors, Cheryl A. Mills
and Courtney M. Price. The Committee meets with the Company's independent
auditors and with the appropriate corporate officers for the purposes of
reviewing matters relating to the corporate financial reporting and accounting
procedures and policies of the Company and its subsidiaries and reporting
thereon to the Board of Directors. The Audit Committee also recommends to the
Board the appointment of the Company's independent auditors, subject to
ratification by the stockholders at the Annual Meeting. The Audit Committee held
two meetings during fiscal 1996.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors at its meeting on June 13, 1996, appointed the firm
of Deloitte & Touche LLP as independent public accountants to audit the books,
records and accounts of the Company for fiscal year ending March 31, 1997. This
firm audited the Company's books for fiscal year ended March 31, 1996 and has no
ownership interest in the Company.
A representative of Deloitte & Touche LLP is expected to be present at the
Annual Meeting, will have an opportunity to make a statement if he desires to do
so and will be available to respond to appropriate questions at the Annual
Meeting. If the stockholders do not ratify the appointment of this firm, the
selection of another firm of independent public accountants will be considered
by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth the total compensation of the chief
executive officer, the other four most highly compensated executive officers of
the Company and the former executive officer of the Company for services in all
capacities to the Company or its subsidiaries for the fiscal year ended March
31, 1996 and the total compensation earned by such individual for the Company's
two previous fiscal years. The Company's business is conducted primarily through
its two major operating subsidiaries, Transfer Print Foils, Inc. and Alubec
Industries, Inc.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------------------
ANNUAL AWARDS
COMPENSATION ------------
----------------- SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) OPTIONS (#) PAYOUTS($) COMPENSATION($)
- -------------------------------------- ------ -------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C>
Robert E. Coghan...................... 1996 288,716 -- -- 750(1)
President and 1995 262,411 -- -- 750(1)
Chief Executive Officer 1994 239,454 25,000 -- 2,891(1)
Charles Yetka......................... 1996 159,392 -- -- 750(1)
Manager of Research 1995 147,961 -- -- 750(1)
and Development 1994 125,701 -- -- 1,036(1)
David W. Jaffin....................... 1996 185,000 -- -- 750(1)
Chief Financial Officer 1995 138,414 -- -- 750(1)
1994 137,596 15,000 -- 1,566(1)
Marc O. Wootner....................... 1996 119,630 -- -- 750(1)
Vice President, Sales & 1995 117,927 -- -- 750(1)
Marketing 1994 119,424 -- -- 1,346(1)
Joseph T. Webb........................ 1996 48,077 -- -- --
Vice President(2) 1995 -- -- -- --
1994 -- -- -- --
Harry Parker.......................... 1996 193,654 -- -- 750(1)
Former Chief 1995 220,483 -- -- 2,050(1)(3)
Executive Officer 1994 216,077 -- $960,000(5) 8,699(1)(3)
</TABLE>
- ---------------
(1) Represents the Company's contribution to the account of the executive
officer under the Company's profit-sharing plan. For Mr. Parker, the
allocations under the profit-sharing plan in fiscal 1996, 1995 and 1994 were
$750, $750 and $2,849, respectively. The allocations in each year are based
on the previous year's contributions by the Company to the plan.
(2) Mr. Webb was hired by the Company as of November 1, 1995.
(3) Includes premiums of $2,300 in 1995 and $5,850 in 1994 on a whole life
insurance policy on Mr. Parker. Upon Mr. Parker's death, his wife will
receive the death benefit and the Company will receive the cash surrender
value of the policy. The cash surrender value of the policy less outstanding
loans against the policy at March 31, 1996 was $84,500.
(4) Mr. Parker ceased being Chief Executive Officer of the Company on February
1, 1996.
(5) Mr. Parker's employment agreement provided for a contingent payment, under
which he was paid $960,000 in December 1993 because Transfer Print had
cumulative pre-tax earnings of at least $10.5 million for the three-year
period that ended March 31, 1993.
7
<PAGE> 10
The table below sets forth certain information regarding option grants to
the Named Executive Officers during the fiscal year ended March 31, 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
- -------------------------------------------------------------------------------------- ANNUAL RATES OF
(c) STOCK PRICE
(b) % OF TOTAL APPRECIATION FOR
NUMBER OF OPTIONS/SARS OPTION TERM(1)
SECURITIES GRANTED TO (d) ----------------
UNDERLYING EMPLOYEES EXERCISE (e)
(a) OPTIONS/SARS IN FISCAL OR BASE PRICE EXPIRATION (f) (g)
NAME GRANTED(#) YEAR ($/SH) DATE 5% ($) 10% ($)
- ----------------------------- ------------ ------------ ------------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Joseph T. Webb............... 6,000 100% $4.50 11/1/2000 $2,675 $10,450
</TABLE>
- ---------------
(1) Based on the closing price of the Common Stock of $3.875, as reported on the
Nasdaq National Market on March 31, 1996, net of the exercise price.
The table below sets forth certain information regarding the number and
value of unexercised options held by the Named Executive Officers at March 31,
1996. No options were exercised during the fiscal year ended March 31, 1996 and
no exercisable options were in-the-money at March 31, 1996.
AGGREGATED FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
MARCH 31, 1996 MARCH 31, 1996(1)
------------------------------- ------------------
NAME UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------- ------------- ----------- ------------------
<S> <C> <C> <C>
Robert Coghan.................................. 151,522 25,000 --
Charles Yetka.................................. 75,453 -- $ 24,522
David W. Jaffin................................ -- 25,000 --
Marc O. Woontner............................... 75,453 -- $ 24,522
Joseph T. Webb................................. 6,000 -- --
Harry Parker(2)................................ 50,608 -- --
</TABLE>
- ---------------
(1) Based on the closing price of the Common Stock of $3.875, as reported on the
Nasdaq National Market on March 31, 1996, net of the exercise price.
(2) Mr. Parker ceased being Chief Executive Officer of the Company on February
1, 1996.
8
<PAGE> 11
EMPLOYMENT AGREEMENTS
In January 1990, the Company and Transfer Print entered into employment
agreements with Harry Parker and Robert Coghan. In December 1995, the Company
and Transfer Print entered into an employment agreement with Joseph T. Webb. The
terms of the employment agreements are substantially the same except for the
base salary for each employee and a contingent payment for Harry Parker. The
employment agreements for Mr. Parker and Mr. Coghan have an initial term of five
years, expiring January 4, 1995, with successive one-year renewal terms unless
terminated by either party. The employment agreement with Mr. Webb has an
initial term of two years, expiring December 13, 1997, with successive one-year
renewal terms unless terminated by either party. If an employee's employment is
terminated for cause, or as a result of his death or disability, the Company's
obligation to compensate the employee under the employment agreement is also
terminated. If an employee is terminated without cause, the Company is obligated
to compensate the employee for the remaining term of the agreement. The
employment agreements with Mr. Parker and Mr. Coghan prohibit the employee from
competing with the Company for the longer of the period ending January 4, 1995
or the period of the employee's employment (or compensation) plus two years. The
employment agreement with Mr. Webb specifies that Mr. Webb is prohibited from
competing with the Company if terminated under certain circumstances for the
greater of (x) the period in which any compensation is made to Mr. Webb pursuant
to the employment agreement or (y) one year.
The employment agreements provided for the following minimum salaries for
the three individuals named above: Harry Parker ($212,500), Robert Coghan
($234,937) and Joseph T. Webb ($125,000). In addition, Mr. Parker's employment
agreement provided for a contingent payment, under which he was paid $960,000 in
December 1993 when Transfer Print had cumulative pre-tax earnings of at least
$10.5 million for the three-year period that ended March 31, 1993. The Company
has recorded the payment as an increase in the purchase price of the acquisition
of Transfer Print by the Company, which took place in 1990. Mr. Parker's
employment agreement initially provided for a minimum annual salary of $150,000,
but his agreement was amended in July 1991 to increase this amount to $212,500
for 1991 and the remainder of the term effective upon the commencement of the
Company's initial public offering, which occurred in September 1991. Mr. Webb's
employment agreement provides for a bonus salary based on the percentage of
budget achievement within the parameters of a maximum bonus of 50% for a budget
achievement of 120% and no bonus if the budget achievement is less than 80%.
Notwithstanding anything to the contrary, the following report of the
Compensation Committee and the performance graph on page shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
COMPENSATION COMMITTEE REPORT
The Company established a Compensation Committee consisting of two
directors, Michael S. Mathews and Robert J. Simon, at its May 1993 meeting. The
Compensation Committee determines the compensation of the executive officers,
including the chief executive officer of the Company.
The Company's compensation policies, plans and programs, as developed and
implemented by the Compensation Committee, seek to maintain the high level of
technical expertise necessary to ensure
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profitability, to attract and retain professional management and to motivate the
executive officers to perform to the full extent of their capabilities.
The Committee, as Plan Administrator of the Company's 1993 Non-Qualified
Stock Option Plan, will continue to use stock options as an additional incentive
to employees. The objective of the stock option plan is to align senior
management and stockholder long term interests. Individual grants under the
stock option plan are based on individual performance.
Compensation Committee
Michael S. Mathews
Robert J. Simon
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Simon and Mathews serve on the Company's Compensation Committee.
Mr. Simon currently is a general partner of Bradford Associates.
The Company entered into an agreement with Bradford Associates in February
1990 that was restated in October 1991 under which Bradford Associates will
provide various financial consulting services to the Company for ten years.
After the initial term, the agreement will be automatically renewed for
successive one-year terms unless terminated by either party at the end of the
ten-year term. Under this agreement, Bradford Associates provided consulting
services to the Company in connection with its initial public offering in
September 1991, the restructuring of its long term debt, and the acquisition by
the Company of Alubec Industries, Inc. completed in March 1993. The Company is
obligated to pay Bradford Associates a monthly fee of $16,667 under the
agreement, plus reasonable out-of-pocket expenses. During the year ended March
31, 1996, the Company paid Bradford Associates $200,551.
CERTAIN TRANSACTIONS
The Company leases one of its facilities from Harry Parker's wife. The
lease term is from December 20, 1989 through December 31, 1999 with two renewal
terms of five years each. The rent paid by the Company for the year ended March
31, 1996 was $471,000.
Under an Environmental Indemnification Agreement that the Company entered
into with Harry Parker, Robert Coghan, William Luzzi and Wayne Parker when it
acquired Transfer Print in January 1990, the Company is indemnified for certain
environmental liabilities for claims made prior to January 4, 1993. The maximum
indemnity under such agreement is $950,000 plus the aggregate value of the
shares of Common Stock owned by Harry Parker (which value was approximately $2.0
million as of March 31, 1995), as determined when a claim or claims are paid.
Under this agreement, the Company has been reimbursed for claims totaling
$723,000, but no claims were reimbursed during the year ended March 31, 1996.
The Company has outstanding claims under the agreement that were made prior to
January 4, 1993 for which the Company will be reimbursed in the fiscal year
ending March 31, 1997.
COMPARATIVE PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Common Stock with the cumulative total stockholder return of (i) the Nasdaq
Stock Market (U.S.) Index (the "Nasdaq Index"), and (ii) a peer group of
companies selected by the Company for purposes of the comparison and described
more
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fully below (the "Peer Group"), assuming an investment of $100 on September 20,
1991 in each of the Common Stock of the Company, the Nasdaq Index stocks and the
Peer Group stocks. The graph assumes dividend reinvestment and, with respect to
companies in the Peer Group, the returns of each such company have been weighted
at each measurement point to reflect relative stock market capitalization. The
graph commences as of September 20, 1991, the date the Common Stock became
publicly traded.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, NASDAQ INDEX
AND PEER GROUP
[FIGURE 1]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
9/20/91 3/31/92 3/31/93 3/31/94 3/31/95 3/31/96
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HoloPak Technologies, Inc. $100 $ 83 $ 61 $ 59 $ 39 $ 24
NASDAQ U.S. Companies Index 100 116 133 143 160 217
Peer Group (Old) 100 96 104 124 136 154
Peer Group (New) 100 96 104 124 136 154
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
The returns of two peer groups are shown above because the Company replaced
one company in the Peer Group that appeared in the 1995 Annual Meeting Proxy
Statement (the "Old Peer Group") with a new company. The Peer Group for this
Proxy Statement (the "New Peer Group") comprises the Company and six other
companies: American Banknote Corp. (formerly known as United States Banknote);
Cfc International Inc.; Foilmark Inc.; Outlook Graphics Corp.; Shorewood
Packaging Corp.; and W.H. Brady Co. The New Peer Group reflects a change from
the Old Peer Group to replace The C.R. Gibson Company, which was acquired, with
Cfc International Inc., which became a public company during 1995.
CERTAIN FILINGS
Section 16(a) of the Exchange Act of 1934 requires the Company's directors
and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and stockholders
owning more than ten percent of the
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<PAGE> 14
Common Stock are required by regulation under the Exchange Act to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended March 31, 1996 all Section
16(a) filing requirements applicable to its officers, directors and more than
ten percent beneficial owners were complied with except for the following.
OTHER MATTERS
The Board of Directors knows of no other matter which will be presented at
the Annual Meeting for action by the stockholders. However, if other matters
properly come before the Annual Meeting, or any adjournment thereof, it is
intended that the proxies will be voted according to the best judgment of the
person authorized to act by the proxies. If the enclosed proxy is properly
executed and returned prior to voting at the Annual Meeting, the shares
represented thereby will be voted in accordance with the instructions marked
thereon. In the absence of such instructions, the shares will be voted for the
nominees of the Company in the election of directors and for the proposal to
ratify the appointment of the Company's independent accountants.
The expense of this solicitation will be paid by the Company. If necessary,
some of the officers of the Company and regular employees of Transfer Print may
solicit proxies personally or by telephone.
Further information regarding the Company is set forth in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1996, which has
been filed with the Commission. The Form 10-K (including financial statements
and schedules, but without exhibits) may be obtained free of charge by writing
to: HoloPak Technologies, Inc., 9 Cotters Lane, East Brunswick, New Jersey
08816. Copies of Exhibits to the Form 10-K will be furnished upon request and
the payment of a reasonable fee.
A copy of the Company's 1996 Annual Report to Stockholders, which includes
financial statements, is being transmitted herewith, but does not form a part of
the proxy solicitation materials.
Stockholders are reminded that proposals of stockholders intended to be
presented at the Company's next Annual Meeting of Stockholders in 1997 must be
received by the Company for inclusion in its Proxy Statement and form of proxy
relating to that Annual Meeting by April 15, 1997.
The Board of Directors will appreciate the prompt return of the enclosed
proxy, dated and signed. You may revoke your proxy before it is exercised by
giving written notice to the Secretary of the Company, and you may vote in
person if you attend the Annual Meeting.
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FORM OF PROXY CARD
PROXY PROXY
HOLOPAK TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 20, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT J. SIMON and DAVID W. JAFFIN, and
each of them, jointly and severally, proxies, with full power of substitution,
to vote, as designated below and on the reverse side hereof, all shares of
Common Stock which the undersigned is entitled to vote on the election of
directors, the proposal on the reverse side hereof and on all other matters
which may come before the 1996 Annual Meeting of Stockholders of HoloPak
Technologies, Inc. or any adjournment thereof.
The shares represented by this Proxy, duly executed, will be voted. If
instructions are given in the spaces below and on the reverse side hereof, the
shares will be voted in accordance therewith; if instructions are not given, the
shares will be voted for the election of the directors named in Proposal 1 below
and in favor of Proposal 2 set forth on the reverse side hereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS. FOR all nominees listed / / WITHHOLD AUTHORITY to vote for / /
(except as marked to all nominees listed below
the contrary)
</TABLE>
(Robert J. Simon, Harry Parker, Robert Coghan, John J. Collins, Brian Kelly,
Michael S. Mathews, Cheryl A. Mills and Courtney M. Price)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME IN THE LIST ABOVE.)
(Continued and to be signed on reverse side)
2. PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP.
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
Dated: , 1996
---------------------------------
----------------------------------------[SEAL]
Signature
----------------------------------------------
Signature if held jointly
