SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[ ] Only (as permitted by Rule 14a-6(e) (2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Arguss Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
Arguss Holdings, Inc.
(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:
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[ ] Fee paid previously with preliminary materials:
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<PAGE>
[ ] 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>
ARGUSS HOLDINGS, INC.
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 2000
-----------------------------------------
To the Stockholders of Arguss Holdings, Inc.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (the
"Meeting") of Arguss Holdings, Inc. (the "Company") will be held on Thursday,
May 18, 2000 at 11:00 a.m., local time, in the Vault Boardroom at the Boston
Stock Exchange, 100 Franklin Street, Boston, Massachusetts, for the following
purposes:
1. To elect seven directors to serve for a term ending at the
2001 Annual Meeting;
2. To ratify the selection of KPMG LLP as independent auditors
for the Company for the fiscal year ending December 31, 2000;
3. To change the name of the Company from Arguss Holdings, Inc.
to Arguss Communications, Inc.;
4. To increase the aggregate number of authorized common shares
of the Company from 20,000,000 to 30,000,000;
5. To increase the aggregate number of shares of Common Stock
available for issuance under the Company's stock option plan
from 2,400,000 to 5,000,000; and
6. To transact such other business as may properly come before
the Meeting or any adjournment or postponement thereof.
Only holders of record of outstanding shares of Common Stock of the
Company at the close of business on March 31, 2000, will be entitled to notice
of, and to vote at, the Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
H. Haywood Miller III
EXECUTIVE VICE PRESIDENT AND SECRETARY
Rockville, Maryland
March 31, 2000
YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
ARGUSS HOLDINGS, INC.
ONE CHURCH STREET
ROCKVILLE, MARYLAND 20850
----------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 2000
-----------------------------------
INTRODUCTION
This Proxy Statement is being furnished to stockholders of Arguss
Holdings, Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders to be held on Thursday, May 18, 2000, at 11:00
a.m., local time, in the Vault Boardroom at the Boston Stock Exchange, 100
Franklin Street, Boston, Massachusetts, and any adjournment or postponement
thereof (the "Meeting").
At the Meeting, stockholders will be asked to consider and vote upon
five proposals:
(1) the election of seven directors to serve until the 2001 Annual
Meeting (the "Election of Directors");
(2) the ratification of the selection of the Company's independent
auditors (the "Ratification of Auditors");
(3) the change of the Company's name from Arguss Holdings, Inc. to
Arguss Communications, Inc.;
(4) an increase in the aggregate number of authorized common
shares of the Company from 20,000,000 to 30,000,000; and
(5) an increase in the aggregate number of common shares available
under the Company's stock option plan from 2,400,000 to
5,000,000.
This Proxy Statement is dated March 31, 2000, and is first being mailed
to stockholders along with the related form of proxy on or about April 7, 2000.
If a proxy in the accompanying form is properly executed and returned
to the Company in time for the Meeting and is not revoked prior to the time it
is exercised, the shares represented by the proxy will be voted in accordance
with the directions specified therein for the matters listed on the proxy card.
Unless the proxy specifies that it is to be voted against or is an abstention on
a listed matter, proxies will be voted:
(1) FOR the Election of Directors;
(2) FOR the Ratification of Auditors;
(3) FOR the change of the Company's name;
<PAGE>
(4) FOR the increase in the aggregate number of authorized common
shares of the Company;
(5) FOR the increase in the aggregate number of shares available
under the Company's stock option plan; and
otherwise in the discretion of the proxy holders as to any other matter that may
come before the Meeting.
REVOCABILITY OF PROXY
Any stockholder of the Company who has given a proxy has the power to
revoke it at any time before it is voted either (i) by filing a written
revocation or a duly executed proxy bearing a later date with H. Haywood Miller
III, Executive Vice President and Secretary of the Company, at Arguss Holdings,
Inc., One Church Street, Rockville, Maryland 20850, or (ii) by appearing at the
Meeting and voting in person. Attendance at the Meeting will not in and of
itself constitute the revocation of a proxy. Voting by those present during the
Meeting will be by ballot.
RECORD DATE, OUTSTANDING SECURITIES AND VOTES REQUIRED
The Board of Directors of the Company has fixed the close of business
on March 31, 2000, as the record date (the "Record Date") for determining
holders of outstanding shares of Common Stock who are entitled to notice of and
to vote at the Meeting. As of the Record Date, there were approximately 300
stockholders of record and 13,037,073 shares of Common Stock issued and
outstanding. Each share of Common Stock is entitled to one vote on each of the
proposals.
Abstentions are counted for purposes of determining the number of
shares represented at the Meeting, but are deemed not to have voted on the
proposals. Broker non-votes are also counted for purpose of determining the
number of shares represented at the Meeting, but may vote on one or more of the
proposals. Broker non-votes occur when a broker nominee, holding shares in
street name for the beneficial owner thereof, has not received voting
instructions from the beneficial owner and does not have discretionary authority
to vote. Each proposal requires the affirmative vote of a majority of the shares
of Common Stock present in person or represented by proxy and voting.
The officers and directors of the Company will vote the shares of
Common Stock beneficially owned or controlled by them (representing
approximately seven (7%) percent of the shares of Common Stock issued and
outstanding) in favor of the Election of Directors, the Ratification of
Auditors, the change of the Company's name, the increase in the number of
authorized common shares of the Company and the increase in the number of common
shares available under the Company's stock option plan.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The directors of the Company are elected annually and hold office until
the next annual meeting of stockholders and until their successors have been
elected and shall have been qualified. Vacancies and newly created directorships
resulting from any increase in the number of authorized directors may be filled
by a majority vote of the directors then in office.
2
<PAGE>
The Board of Directors presently consists of seven persons. Five of the
current directors were elected as directors of the Company at the Company's 1999
Annual Meeting of Stockholders. Since the 1999 Annual Meeting of the
stockholders, James D. Gerson and John A. Rolls have resigned their positions as
members of the Board of Directors. These vacancies have been filled by DeSoto S.
Jordan, Jr. and James W. Quinn. William A. Barker has determined not to seek
re-election to the Board of Directors, and the Directors have nominated Daniel
A. Levinson to fill that position.
Unless a stockholder WITHHOLDS AUTHORITY, the holders of proxies
representing shares of Common Stock will vote FOR the election of each of the
nominees listed below. The Board of Directors has no reason to believe that the
nominees will decline or be unable to serve as Directors of the Company.
However, if a nominee shall be unavailable for any reason, then the proxies may
be voted for the election of such person as may be recommended by the Board of
Directors.
The following table sets forth the age and title of each nominee
director and each executive officer of the Company who is not a director,
followed by descriptions of such person's additional business experience during
the past five years.
NOMINEES FOR ELECTION AS DIRECTOR
NAME AGE POSITION
---- --- --------
Rainer H. Bosselmann 57 Chairman of the Board, Chief Executive
Officer, President and Director
DeSoto S. Jordan, Jr. 55 Director
Daniel A. Levinson 39 Director
Richard S. Perkins, Jr. 63 Director
Garry A. Prime 57 Director
James W. Quinn 42 Director
Peter L. Winslow 69 Director
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
NAME AGE POSITION
---- --- --------
H. Haywood Miller III 40 Executive Vice President and Secretary
Arthur F. Trudel, Jr. 50 Chief Financial Officer and Treasurer
RAINER H. BOSSELMANN. Mr. Bosselmann has been Chairman of the Board,
Chief Executive Officer and a Director of the Company since October 1996, and
President of the Company since May 1997. Since 1996, Mr. Bosselmann has served
as a principal with Holding Capital Group, Inc., a firm engaged in mid-market
acquisitions and investments. From 1991 through 1995, Mr. Bosselmann served as
the President of Jupiter National, Inc. ("Jupiter National"), a business
development company traded on the American Stock Exchange. Mr. Bosselmann was
formerly Vice Chairman of Johnston Industries, Inc. a publicly owned diversified
textile manufacturer, and Redlaw Industries, Inc. and Galtaco Inc., both of
which are publicly-held holding companies. Mr. Bosselmann is a past director of
Zoll Medical Corporation and numerous private companies.
DESOTO S. JORDAN, JR. Mr. Jordan has served as a Director of the
Company since August 1999. Mr. Jordan has been a private investor with the firm
Burwell, Peters and Houston since 1999. Mr. Jordan was a co-founder of Perot
Systems Corporation and served as an officer from 1988 to 1999.
3
<PAGE>
DANIEL A. LEVINSON. Mr. Levinson is founder and managing partner of
Colt Capital Group, a niche sponsor of private equity transactions, since 1997.
From 1988 to 1997, Mr. Levinson was one of the principals of Holding Capital
Group.
RICHARD S. PERKINS, JR. Mr. Perkins has served as a Director of the
Company since September 1993. Since 1988, Mr. Perkins has served as a money
manager at Reynders, Gray & Company, Boston.
GARRY A. PRIME. Mr. Prime was Vice Chairman of the Board of the Company
from 1996 to May 1997, and a Director of the Company since 1993. From 1993
through October 1996, Mr. Prime served as Chairman of the Board and Chief
Executive Officer of the Company. He has been President of Sontek Industries,
Inc., a marketer of medical devices, since 1986.
JAMES W. QUINN. Mr. Quinn has served as a Director of the Company since
August 1999. Mr. Quinn has served as a Vice President and Director of Allen &
Company, an investment banking firm, since 1982. Since 1992, Mr. Quinn has
served as a syndicate manager of Allen & Company. From 1982 to 1992, Mr. Quinn
served as Chief Financial Officer of Allen & Company.
PETER L. WINSLOW. Mr. Winslow has served as a Director of the Company
since December 1996. Since 1992, Mr. Winslow has been President and Chairman of
Winslow, Evans & Crocker, Inc., a brokerage and financial services company, and
its holding company. Mr. Winslow was also a director of Jupiter National from
1991 to 1996.
H. HAYWOOD MILLER III. Mr. Miller has served as Executive Vice
President of the Company since February 1997, and Secretary of the Company since
May 1997. From 1990 to 1997, Mr. Miller was general counsel and portfolio
manager of Jupiter National.
ARTHUR F. TRUDEL, JR. Mr. Trudel has served as Chief Financial Officer
of the Company since March, 1997, and Treasurer of the Company since May, 1997.
From October, 1988 to March, 1997, Mr. Trudel was Senior Vice President and
Chief Financial Officer of JHM Capital Corporation.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established an Audit Committee, the current
members of which are Messrs. Barker, Jordan and Quinn, and, prior to their
resignations, Messrs. Gerson and Rolls; a Compensation Committee, the current
members of which are Messrs. Perkins, Winslow and Quinn and, prior to his
resignation, Mr. Rolls; and an Executive Committee, the current members of which
are Messrs. Bosselmann, Winslow and Jordan and, prior to his resignation, Mr.
Gerson. The Board of Directors has not established a Nominating Committee.
The functions of the Audit Committee are to recommend annually to the
Board of Directors the appointment of the independent certified public
accountants for the Company, discuss and review the scope and the fees of the
prospective annual audit and review the results thereof with the independent
certified public accountants, review and approve nonaudit services of the
independent certified public accountants, review compliance with existing major
accounting and financial policies of the Company, review the adequacy of the
financial organization of the Company, and review management's procedures and
policies relative to the adequacy of the Company's internal accounting controls
and compliance with federal and state laws relating to accounting practices.
4
<PAGE>
The functions of the Compensation Committee are to review and determine
the appropriateness of the compensation arrangements of the executive officers
of the Company in light of such factors as individual and Company performance,
that of executive officers of companies in similar industries and of comparable
size and general economic conditions.
The Executive Committee has been authorized to act on behalf of the
full Board of Directors in instances where the convening of the entire Board of
Directors is impractical or when the matter at issue is considered not to
require consideration of the full Board.
During 1999, the Board of Directors held five meetings. Two meetings of
the Audit Committee and one meeting of the Compensation Committee were held in
1999. The Executive Committee did not meet during 1999. During 1999, each
Director of the Company attended all of the meetings of the Board of Directors
and the meetings of any committee upon which he served, except that Mr. Barker
attended 60% and Mr. Rolls attended 80% of the meetings of the Board of
Directors and Mr. Barker attended 50% of the meetings of the Audit Committee.
DIRECTORS' COMPENSATION
Each non-employee director of the Company is entitled to receive $500
for each meeting of the Board of Directors attended plus expenses. Messrs.
Bosselmann and Prime receive no compensation for their services as Directors.
The Directors receive no compensation for attending Committee meetings.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of its
Common Stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission"). Officers, directors and
greater than ten percent stockholders are required by the Commission to furnish
the Company with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
the Company believes that during 1999 its officers, directors and stockholders
holding greater than 10% of the outstanding shares of the Company complied with
all filing requirements applicable to them.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth the cash
compensation and certain other components of the compensation of Rainer H.
Bosselmann, the Chief Executive Officer of the Company, and the other most
highly compensated executive officers of the Company in 1999. None of the named
executive officers has an employment agreement with the Company.
(TABLE IS ON NEXT PAGE)
5
<PAGE>
<TABLE>
<CAPTION>
===========================================================================================================
ANNUAL COMPENSATION
--------------------------------------------
NAME AND PRINCIPAL LONG TERM ALL OTHER
POSITION YEAR SALARY BONUS OTHER COMPENSATION COMPENSATION
------------
AWARDS
------
SECURITIES
UNDERLYING
OPTIONS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RAINER H. BOSSELMANN 1999 $150,000 $100,000 -- 20,000 --
CHAIRMAN OF THE BOARD 1998 $150,000 -- -- -- --
AND CHIEF EXECUTIVE 1997 $132,692 $100,000 -- 50,000 --
OFFICER
- -----------------------------------------------------------------------------------------------------------
H. HAYWOOD MILLER, III 1999 $120,000 $100,000 -- 40,000 --
EXECUTIVE VICE PRESIDENT 1998 $120,000 -- -- -- --
AND SECRETARY(1) 1997 $ 95,940 $ 80,000 -- 30,000 --
- -----------------------------------------------------------------------------------------------------------
ARTHUR F. TRUDEL, JR. 1999 $120,000 $100,000 -- 40,000 --
CHIEF FINANCIAL OFFICER 1998 $120,000 -- -- -- --
AND TREASURER(2) 1997 $ 73,595 $ 80,000 -- 80,000 --
===========================================================================================================
</TABLE>
(1) Mr. Miller became Executive Vice President of the Company in February 1997.
(2) Mr. Trudel became Chief Financial Officer of the Company in March 1997.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST YEAR AND YEAR-END OPTION VALUES
The following table sets forth information with respect to the exercise
of stock options by named executive officers during 1999, the number of
unexercised stock options held by each named executive officer on December 31,
1999, and the value of the unexercised in-the-money options at that date. The
options shown in the table were granted during the years 1996 and 1997. All
outstanding options were vested as of December 31, 1999, and, therefore, are
currently exercisable.
================================================================================
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-The-Money
Acquired On Value Options At Options At
Name Exercise (#) Realized Year-End (#) Year-End($)(1)
---- ------------ -------- ------------ --------------
Exercisable Exercisable
- --------------------------------------------------------------------------------
Rainer H. Bosselmann 20,000 185,000 163,000 1,130,000
- --------------------------------------------------------------------------------
H. Haywood Miller III -- -- 130,000 1,000,000
- --------------------------------------------------------------------------------
Arthur F. Trudel, Jr. -- -- 80,000 413,000
================================================================================
- -------------------
(1) The value of unexercised in-the-money options at December 31, 1999, was
determined by taking the difference between the fair market value of the
Company's Common Stock on December 31, 1999, and the option exercise price,
multiplied by the number of shares underlying such options at that date.
The values have not been realized and may not be realized. The options have
not been exercised and may never be exercised. In the event the options are
exercised, their value will depend upon the fair market value underlying
the Company's Common Stock on the date of exercise.
RELATED-PARTY TRANSACTIONS
During the twelve months ended December 31, 1999, the Company acquired
offices and an equipment maintenance facility from Ronald D. Pierce, who is a
significant shareholder in the Company, as well as employee. The aggregate
purchase price was $1,750,000, and was negotiated based on independent, third
party appraisals. Also during 1999, the Company purchased $1,132,000 of products
and services from Fiber Flow, Inc. Merle C. Sorenson is an officer and principal
shareholder of Fiber Flow, Inc., and is a significant shareholder in the
Company, as well as an employee. The aggregate purchase price of the products
and services was based on fair market value.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company is
composed of three non-employee directors. It is responsible for, among other
matters, establishing policies applicable to the compensation of the Company's
executive officers and reporting on such policies to the Board of Directors and
stockholders; determining the salaries, incentive compensation and other
remuneration of executive officers of the Company who are directors; and
reviewing salaries, compensation and remuneration for all other officers of the
Company. The Committee regularly reviews the effectiveness of the Company's
executive compensation practices and revises them as appropriate. This is a
report on the compensation philosophy of the Committee and its executive
compensation activities during 1999.
7
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee ("Committee") of the Board of Directors
administers the compensation of the executive officers of the Company. During
1999, the Committee was composed of three directors who were not employed by the
Company. John A. Rolls, one of the Committee members, resigned as of August 16,
1999, leaving Peter A. Winslow and Richard S. Perkins, Jr. as the remaining
Committee Members. James W. Quinn was named to the Compensation Committee in
1999 to replace Mr. Rolls' position. The Committee's recommendations are subject
to approval by the full Board. The following report is submitted by the
Committee regarding compensation paid during 1999.
The compensation program of the Company is designed to allow the
Company to attract, motivate, and reasonably reward professional personnel who
will effectively manage the assets of the Company and generate value over time
for its shareholders. In recent years, the compensation mix has reflected a
balance between an annual salary, incentive compensation and stock options.
Salaries for all executive officers were established based on the
individual's performance and general market conditions. Salary levels are
intended to recognize the challenge of different positions, taking into
consideration the type of activity of the position, the responsibility
associated with the job and the relative size of the operation.
In addition to paying a base salary, the Company in recent years has
provided for incentive compensation which is tied to overall performance with a
heavy emphasis on profitability. Individual awards are recommended by senior
management for consideration and approval by the Committee.
The Committee at various times awards stock options to certain
executive officers of the Company in order to recognize their contribution and
to further encourage them to focus on the long-term profitability of the
Company. The size of individual stock option grants are related to an
individual's performance and the individual's level or responsibility within the
organization. The Committee's objective is to further encourage persons
receiving stock options to think and act in a way to maximize the long-term
value of the stock and increase shareholder value. Options are granted pursuant
to the Company's incentive stock option plan. The exercise price of options when
granted equals the market price of the stock on the date of grant. Employees'
options vest over a one-year period and have a term of five to ten years.
Directors' options vest over a one-year period and have a term of five years.
Peter L. Winslow, Chairman
Richard S. Perkins, Jr.
James W. Quinn
PERFORMANCE GRAPH
The following graph compares the cumulative return for the Company's
Common Stock during the five years commencing January 1, 1995, with the NASDAQ
US Stock Index and its designated Peer Group. The Company has selected Mastec,
Inc., MYR Group, Inc., Able Telecom Holding Corp. and Dycom Industries, Inc. as
its Peer Group. The graph assumes $100.00 was invested on January 1, 1995, in
the Company's Common Stock and assumes $100.00 in each of the NASDAQ US Stock
Index and the Peer Group. The comparison assumes that all dividends are
reinvested.
8
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
NASDAQ US 100 140 173 211 296 551
PEER GROUP 100 101 184 258 434 614
COMPANY 100 367 421 967 1,250 867
------- ------- ------- ------- ------- -------
1994 1995 1996 1997 1998 1999
[The above is the tabular form of the performance graph that appears in
the proxy statement. A paper copy of the performance graph has been submitted to
the Division of Corporation Finance of the Securities and Exchange Commission.]
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with regard to the
beneficial ownership of the Common Stock of the Company as of March 31, 2000, by
(i) each stockholder who is known by the Company to beneficially own in excess
of 5% of the outstanding shares of Common Stock, (ii) each director, (iii) the
Company's Chief Executive Officer and the other three individuals named in the
Summary Compensation Table and (iv) the directors and all executive officers as
a group.
- -----
Number of Shares of Percent of
Name and Address Common Stock Common
Of Beneficial Owner(1) Beneficially Owned Stock (2)
- ---------------------- ------------------ ---------
Rainer H. Bosselmann 849,670 (3) 6.3%
William A. Barker 11,000 (4) *
DeSoto S. Jordan, Jr. -- --
Richard S. Perkins, Jr. 59,000 (5) (4) *
Garry A. Prime 20,000 (6) *
James W. Quinn -- --
Peter L. Winslow 53,967 (7) (4) *
Dennis A. Nolin 746,813 (10) 5.5%
Ronald D. Pierce 1,500,000 11.1%
David A. Pouliotte 748,213 5.5%
Merle C. Sorenson 879,000 6.5%
H. Haywood Miller III 222,404 (8) 1.6%
Arthur F. Trudel 120,000 (9) *
All Directors and Executive 1,256,041 9.9%
Officers as a group (9 persons) (3) (4) (5) (6) (7) (8) (9)
- ---------------------------
*Less than one percent (1%)
(1) The address for Messrs. Bosselmann, Barker, Jordan, Perkins, Prime, Quinn,
Winslow, Nolin, Pierce, Pouliotte, Sorenson, Miller and Trudel is c/o
Arguss Holdings, Inc., One Church Street, Rockville, Maryland 20850.
(2) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within
sixty days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage ownership of that
individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the
table.
10
<PAGE>
(3) Includes options to purchase 183,000 shares of Common Stock held by Mr.
Bosselmann which are presently exercisable. Does not include options to
purchase 50,000 shares of Common Stock held by Holding Capital Group, Inc.
which are presently exercisable and of which Mr. Bosselmann is a principal.
(4) Includes options to purchase 10,000 shares of Common Stock held by Messrs.
Perkins, Barker and Winslow which are presently exercisable.
(5) Includes 37,000 shares of Common Stock held of record by Mr. Perkins' wife,
in which Mr. Perkins disclaims any beneficial interest.
(6) Includes options to purchase 20,000 shares of Common Stock held by Mr.
Prime which are presently exercisable.
(7) Includes 1,502 shares of Common Stock held of record by Mr. Winslow's
spouse, in which Mr. Winslow disclaims any beneficial interest.
(8) Includes options to purchase 170,000 shares of Common Stock held by Mr.
Miller which are presently exercisable and 70 shares owned by Mr. Miller's
minor children.
(9) Includes options to purchase 120,000 shares of Common Stock held by Mr.
Trudel which are presently exercisable.
(10) Includes 99,520 shares of Common Stock held in trust for Mr. Nolin's
children, in which Mr. Nolan disclaims any beneficial interest.
PROPOSAL NUMBER TWO
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The persons named in the enclosed proxy will vote to ratify the
selection of KPMG LLP as the Company's independent public accounting firm for
the fiscal year ending December 31, 2000, unless otherwise directed by the
stockholders. A representative of KPMG LLP is expected to be present at the
meeting, will have the opportunity to make a statement if he or she desires to
do so and is expected to be available to respond to appropriate questions.
PROPOSAL NUMBER THREE
CHANGE OF CORPORATE NAME
The persons named in the enclosed proxy will vote to change the name of
the Company from Arguss Holdings, Inc. to Arguss Communications, Inc. unless
otherwise directed by the stockholders. This name change will require an
amendment of the certificate of incorporation of the Company pursuant to Section
242 of the General Corporation Law of the State of Delaware. The primary purpose
of the change of the Company's name to Arguss Communications, Inc. is to ensure
that the name of the Company is consistent with, and reflects, the principal
business in which the Company is engaged at the present time as well as the
direction of the Company on a going forward business.
11
<PAGE>
PROPOSAL NUMBER FOUR
INCREASE OF AUTHORIZED COMMON SHARES
The persons named in the enclosed proxy will vote to increase the
number of authorized common shares of the Company from 20,000,000 to 30,000,000
unless otherwise directed by the stockholders. This increase will be effected by
an amendment to the certificate of incorporation as set forth in Section 242 of
the General Corporation Law of the State of Delaware.
The Company is seeking the authorization of 10,000,000 additional
common shares. The primary purpose of the increase in the authorized capital
stock of the Company is to make additional shares of common stock available for
strategic financing alternatives as the Company continues to grow and evolve.
The Company has no current plans, commitments or understandings for the use of
these additional shares. Any issuance of shares in relation to completed or
current transactions does not require the authorization of additional shares or
shareholder approval.
PROPOSAL NUMBER FIVE
INCREASE IN SHARES AVAILABLE UNDER STOCK OPTION PLAN
Under the Company's 1991 Stock Option Plan, as amended in May 1998 (the
"Plan"), the Company's Board of Directors may grant stock options to officers,
key employees and others. Under the Plan, an aggregate of 2,400,000 shares of
Common Stock has been reserved for issuance. The Company is presently seeking to
increase the aggregate number of shares available for grants of options under
the Plan from 2,400,000 to 5,000,000.
Management believes that additional shares of Common Stock are needed
for issuance under the Plan so that sufficient awards can continue to be made to
attract, retain and motivate key employees of the Company. As of March 1, 2000,
not taking into account this proposal to increase the number of shares available
for grants, there were 7,720 remaining shares available for future option grants
under the Plan.
The persons named in the enclosed proxy will vote to increase the
number of shares available under the Company's stock option plan from 2,400,000
to 5,000,000 unless otherwise directed by the stockholders.
THE OFFICERS AND DIRECTORS OF THE COMPANY WILL VOTE THE SHARES OF
COMMON STOCK BENEFICIALLY OWNED OR CONTROLLED BY THEM (REPRESENTING
APPROXIMATELY SEVEN (7%) PERCENT OF THE SHARES OF COMMON STOCK ISSUED AND
OUTSTANDING) IN FAVOR OF (I) THE ELECTION OF DIRECTORS, (II) THE RATIFICATION OF
AUDITORS, (III) THE CHANGE OF THE CORPORATE NAME, (IV) THE INCREASE IN THE
AUTHORIZED SHARES OF COMMON STOCK IN THE COMPANY AND (V) THE INCREASE IN THE
NUMBER OF SHARES AVAILABLE UNDER THE STOCK OPTION PLAN.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" (I)
THE ELECTION OF DIRECTORS, (II) THE RATIFICATION OF AUDITORS, (III) THE CHANGE
OF THE CORPORATE NAME, (IV) THE INCREASE IN THE AUTHORIZED SHARES OF COMMON
STOCK IN THE COMPANY AND (V) THE INCREASE IN THE NUMBER OF SHARES AVAILABLE
UNDER THE STOCK OPTION PLAN.
12
<PAGE>
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Proxy Statement relating
to the 2001 Annual Meeting, any proposal by a record holder of Common Stock must
be received by the Company at its principal offices in Rockville, Maryland on or
before December 8, 2000. A proponent of such a proposal must comply with the
proxy rules under the Securities Exchange Act of 1934, as amended.
SOLICITATION
All costs and expenses associated with soliciting proxies will be borne
by the Company. In addition to the use of the mails, proxies may be solicited by
the directors, officers and employees of the Company by personal interview,
telephone or telegram. Directors, officers and employees will not be
additionally compensated for such solicitation but may be reimbursed for their
out-of-pocket expenses. Arrangements will also be made with custodians, nominees
and fiduciaries for the forwarding of solicitation material to the beneficial
owners of Common Stock and the Company will reimburse custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses incurred in connection
therewith.
FINANCIAL STATEMENTS
The balance sheets of the Company as of December 31, 1999 and 1998, the
related statements of operations, stockholders' equity and cash flows and
management's discussion and analysis of financial condition and results of
operation for the three years then ended, are incorporated herein by reference
to the Company's 1999 Annual Report to Security holders.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not
aware of any other business or matters to be presented for consideration at the
Meeting other than as set forth in the Notice of Meeting attached to this Proxy
Statement. However, if any other business shall come before the Meeting or any
adjournment or postponement thereof and be voted upon, the enclosed proxy shall
be deemed to confer discretionary authority on the individuals named to vote the
shares represented by the proxy as to any such matters.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL HOLDER OF
ITS COMMON STOCK ON THE RECORD DATE, UPON THE WRITTEN REQUEST OF ANY SUCH
PERSON, COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999, AS FILED WITH THE COMMISSION. ANY SUCH REQUEST SHOULD
BE MADE IN WRITING TO SECRETARY, ARGUSS HOLDINGS, INC., ONE CHURCH STREET,
ROCKVILLE, MARYLAND 20850.
13
<PAGE>
PROXY ARGUSS HOLDINGS, INC. PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 18, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints H. Haywood Miller III and Rainer H.
Bosselmann, and each of them, attorneys with full power of substitution, to vote
as directed below all shares of Common Stock of Arguss Holdings, Inc. registered
in the name of the undersigned, or which the undersigned may be entitled to
vote, at the Annual Meeting of Stockholders to be held in the Vault Boardroom of
the Boston Stock Exchange, 100 Franklin Street, Boston, Massachusetts, on May
18, 2000 at 11:00 a.m. and at any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary vote for all nominees
below) listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Rainer H. Bosselmann, Garry A. Prime, DeSoto S. Jordan, Jr., Daniel A. Levinson,
Richard S. Perkins, Jr., John A. Rolls, Peter L. Winslow.
2. APPROVAL OF THE RATIFICATION OF INDEPENDENT ACCOUNTANTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. APPROVAL OF CHANGE OF THE NAME OF THE COMPANY TO ARGUSS COMMUNICATIONS, INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. APPROVAL OF INCREASE IN AUTHORIZED COMMON SHARES FROM 20,000,000 TO
30,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. APPROVAL OF INCREASE IN SHARES AVAILABLE UNDER STOCK OPTION PLAN TO
5,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. As such proxies may in their discretion determine in respect of any other
business properly to come before said meeting (the Board of Directors knowing
of no such other business).
The directors recommend a vote FOR items 1 through 5.
(Continued on reverse side)
<PAGE>
(Continued from other side)
UNLESS THE STOCKHOLDER DIRECTS OTHERWISE, THIS PROXY WILL BE VOTED FOR ITEMS 1
THROUGH 5 AS PROPOSED.
PLEASE DATE, SIGN AND RETURN IN THE ENVELOPE PROVIDED.
Dated _____________________________, 2000
_________________________________________
_________________________________________
Signature of Stockholder(s)
(Please sign in the same form as name
appears hereon. Executors and other
fiduciaries should indicate their titles.
If signed on behalf of a corporation,
give title of officer signing).
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD MAY 18, 2000.
