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
[X] Filed by the Registrant :
[ ] Filed by party other than the Registrant 9
[ ] Preliminary Proxy Statement
[X] 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 Rule 14a-11 (c) or Rule 14a-12
PTI Holding Inc.
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] 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.
<PAGE>
PTI Holding Inc.
15 East North Street
Dover, DE 19901
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2000
To the Stockholders
of PTI Holding Inc.
NOTICE IS HEREBY GIVEN that the 1998 and 1999 Annual Meeting of
Stockholders of PTI Holding Inc., a Delaware corporation (the "Company"), will
be held at 10:00 a.m. local time, on May 15, 2000, at the offices of Protective
Technologies International Inc., One Executive Boulevard, Yonkers, NY 10701 for
the following purposes:
1. To elect three members of the Company's Board of Directors,
two of whom shall each be elected to serve for a three-year
term and one of whom shall be elected to serve for a two-year
term;
2. To ratify the reappointment of Arthur Andersen LLP as the Company=s
independent certified public accountants for the fiscal year ending
December 31, 2000; and
3. To transact such other business as may properly come before
the Annual Meeting and any adjournments or postponements
thereof.
The Board of Directors has fixed the close of business on April 10,
2000 as the record date for determining those stockholders entitled to notice
of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote
at the Annual Meeting may be examined at the offices of the Protective
Technologies International Inc.,One Executive Boulevard, Yonkers, NY 10701 and
at the offices of the Company=s counsel Akabas & Cohen at 488 Madison Avenue,
11th Floor, New York, NY 10022 during the ten-day period preceding the Annual
Meeting.
By order of the Board of Directors,
Warren Schaeffer
Secretary
Dover, Delaware
April 14, 2000
- - --------------------------------------------------------------------------------
THIS IS AN IMPORTANT MEETING AND ALL STOCKHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE STOCKHOLDERS WHO ARE UNABLE TO ATTEND ARE
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY FORM AS
PROMPTLY AS POSSIBLE. STOCKHOLDERS WHO EXECUTE A PROXY FORM MAY
NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY, AND VOTE THEIR SHARES
IN PERSON. YOUR BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE NOMINEES FOR
DIRECTORS AND FOR THE OTHER PROPOSALS TO BE CONSIDERED AT THE ANNUAL
MEETING.
- - --------------------------------------------------------------------------------
<PAGE>
PTI Holding Inc.
15 East North Street
Dover, DE 19901
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2000
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of PTI Holding Inc., a Delaware corporation (the
"Company"), of proxies from the holders of the Company's common stock, $.01 par
value per share (the "Common Stock"), for use at the 1998 and 1999 Annual
Meeting of Stockholders of the Company to be held at 10:00 a.m. local time, on
May 15, 2000, at the offices of Protective Technologies International Inc.,One
Executive Boulevard, Yonkers, NY 10701 or at any adjournment(s) or
postponement(s) thereof (the "Meeting"), pursuant to the enclosed Notice of
Annual Meeting. The approximate date that this Proxy Statement and the enclosed
form of proxy are first being sent to holders of Common Stock is April 14, 2000.
Stockholders should review the information provided herein in conjunction with
the Company's 1999 Annual Report to Stockholders for the fiscal year ended
December 31, 1999, which accompanies this Proxy Statement.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any stockholder giving the proxy so desire. Any stockholder who executes
and delivers a proxy may revoke it at any time prior to its use by (1) giving
written notice of such revocation to the Company Secretary, PTI Holding Inc.,
c/o Protective Technologies International Inc., One Executive Boulevard,
Yonkers, NY 10701; (2) executing and delivering a proxy bearing a later date to
the Secretary of the Company; or (3) appearing at the meeting and voting in
person. If a stockholder=s shares are held by a broker in the broker=s name, and
such stockholder desires to vote in person at the meeting, such stockholder must
obtain a proxy from the broker and bring it to the meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Stockholders and the enclosed proxy is to be born by
the Company. In addition to the use of mail, employees of the Company may
solicit proxies by telephone, telegram or personal interview. The Company's
employees will receive no compensation for soliciting proxies other than their
regular salaries. The Company has also engaged the services of Corporate Stock
Transfer, Inc. to assist in the tabulation of proxies.
PURPOSES OF THE MEETING
At the Meeting, the Company's stockholders will consider and vote upon the
following matters:
1. To elect three members of the Company's Board of Directors,
two of whom shall each be elected to serve for a three-year
term, and one of whom shall be elected to serve for a two-year
term;
2 To ratify the reappointment of Arthur Andersen LLP as the
Company=s independent certified public accountants for the
fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before
the Annual Meeting and any adjournments or postponements
thereof.
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted (a) for the election of the three nominees for director named
below, and (b) in favor of all other proposals described in the Notice of Annual
Meeting. In the event that a stockholder specifies a different choice by means
of the enclosed proxy, his shares will be voted in accordance with the
specification so made.
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors has set the close of business on April 10, 2000
as the record date (the "Record Date") for determining stockholders of the
Company entitled to notice of and to vote at the Meeting. As of the Record Date,
4,956,351 shares of Common Stock were issued and outstanding, all of which are
entitled to be voted at the Meeting. Each share of Common Stock is entitled to
one vote on all matters to be acted upon at the Meeting, and neither the
Company's Certificate of Incorporation nor its Bylaws provides for cumulative
voting rights.
The attendance, in person or by proxy, of the holders of a majority of
the shares of Common Stock entitled to vote at the Meeting is necessary to
constitute a quorum. The affirmative vote of a plurality of the shares of Common
Stock present and voting at the Meeting is required for the election of
Directors. The affirmative vote of a majority of the outstanding shares of
Common Stock present and voting at the Meeting is required to pass upon the
proposal to ratify and approve the reappointment of Arthur Andersen LLP as
independent certified public accountants. Abstentions and broker non-votes
(hereinafter defined) will be counted as present for the purpose of determining
the presence of a quorum. For the purpose of determining the vote required for
approval of matters to be voted on at the Meeting, shares held by stockholders
who abstain from voting will be treated as being "present" and "entitled to
vote" on the matter, and, therefore, an abstention has the same legal effect as
a vote against the matter. However, in the case of a broker non-vote or where a
stockholder withholds authority from his proxy to vote the proxy as to a
particular matter, such shares will not be treated as "present" or "entitled to
vote" on the matter, and, therefore, a broker non-vote or the withholding of a
proxy's authority will have no effect on the outcome of the vote on the matter.
A "broker non-vote" refers to shares of Common Stock represented at the Meeting
in person or by proxy by a broker or nominee where such broker or nominee (1)
has not received voting instructions on a particular matter from the beneficial
owners or persons entitled to vote and (2) the broker or nominee does not have
discretionary voting power on such matter.
As of the Record Date, the directors of the Company owned in the
aggregate 727,178 shares of Common Stock constituting approximately 14.6% of the
outstanding shares of Common Stock entitled to vote at the Meeting. The
directors have advised the Company that they intend to vote all of their shares
in favor of each of the proposals to be presented at the Meeting. See "Security
Ownership of Certain Beneficial Owners," and "Election of Directors -- Certain
Transactions."
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of March 1, 2000, to the extent
known to the Company, the ownership of the Company's Common Stock by (i) each
person who is known by the Company to own of record or beneficially more than
five percent of the Company's Common Stock, (ii) each of the Company's directors
and executive officers and (iii) all directors and executive officers as a
group. Except as otherwise indicated, the shareholders listed in the table have
sole voting and investment powers with respect to the shares indicated.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
Martin P. Birrittella
One Executive Boulevard
Yonkers, NY 10701 552,698 (1) 11.3%
Meredith W. Birrittella
One Executive Boulevard
Yonkers, NY 10701 900,198 (2) 18.1%
Nikolai Nachamkin
One Executive Boulevard
Yonkers, NY 10701 2,500 (3) .1%
Robert Fuhrman
One Executive Boulevard
Yonkers, NY 10701 7,500 (4) .1%
<PAGE>
Gary Kocher
One Executive Boulevard
Yonkers, NY 10701 7,500 (4) .1%
Thomas Coleman
One Executive Boulevard
Yonkers, NY 10701 451,125 (5) 9.2%
Warren Schaeffer
One Executive Boulevard
Yonkers, NY 10701 207,000 (6) 4.3%
Anthony Costanzo
One Executive Boulevard
Yonkers, NY 10701 62,000 (7) .5%
All directors and
officers as a group
(six persons) 1,186,698 (2)(3)(4)(6)(7) 22.4%
(1) Includes 25,000 shares of the Company's Common Stock which are
issuable in respect of stock options at an exercise price of $1.25 per share,
and 88,320 shares of the Company's Common Stock, which are issuable in respect
of stock options at an exercise price of $4.50.
(2) Includes 88,320 shares of the Company=s Common Stock, which are
issuable in respect of stock options at an exercise price of $4.50.
(3) Includes 2,500 shares of the Company=s Common Stock which are
issuable in respect of stock options at an exercise price of $1.50.
(4) Includes 7,500 shares of the Company=s Common Stock which are
issuable in respect of stock options at an exercise price of $1.50.
(5) Includes 50,000 shares of the Company=s Common Stock which are
issuable in respect of stock options at an exercise price of $1.25 per share,
and 58,880 shares of the Company=s Common Stock which are issuable in respect of
stock options at an exercise price of $4.50 per share.
(6) Includes 75,000 shares of the Company=s Common Stock which are
issuable in respect of stock options at an exercise price of $1.25 per share.
Includes 2,000 shares of the Company=s Common Stock which are issuable in
respect of stock options, at an exercise price of $5.375 per share.
(7) Includes 10,000 shares of the Company's Common Stock which are
issuable in respect of stock options at an exercise price of $2.25 per share.
Includes 5,000 shares of the Company=s Common Stock which are issuable in
respect of stock options at an exercise price of $5.375 per share. Includes
8,000 shares of the Company=s Common Stock which are issuable in respect of
stock options at an exercise price of $8.00 per share. Includes 8,000 shares of
the Company=s Common Stock which are issuable in respect of stock options at an
exercise price of $8.50 per share. Includes 31,000 shares of the Company=s
Common Stock which are issuable in respect of stock options at an exercise price
of $2.625 per share.
<PAGE>
ITEM I.
ELECTION OF DIRECTORS
Nominees
The Company's Bylaws provide that the number of directors constituting
the Company's Board of Directors shall be fixed by the Board of Directors,
provided that the number of directors shall not be fewer than three nor more
than seven. The Board of Directors has fixed at five the number of directors
that will constitute the Board. Each director elected at the Meeting will serve
until his or her term expires and until his or her successor has been duly
elected and qualified. The Board of Directors has nominated Warren Schaeffer,
Robert Fuhrman, and Gary J. Kocher for election as directors, and proxies will
be voted for such persons absent contrary instructions.
The Board of Directors has no reason to believe that any nominee will
refuse to act or be unable to accept election; however, in the event that a
nominee for director is unable to accept election or if any other unforeseen
contingency arises, proxies will be voted for the remaining nominees, if any,
and for such other person as the Board of Directors may designate unless the
particular grantor of the proxy directs otherwise.
Certain information concerning the nominees for election as directors
is as follows:
Warren Schaeffer. Mr. Schaeffer, age 42, co-founded Foam-O-Rama, Inc.,
which the Company acquired in March, 1994. Since the acquisition, he has served
as the President of Protective Technologies International Inc., and in October,
1996, was elected as a director of the Company. As of December, 1996, Mr.
Schaeffer became the Secretary of the Company. Prior to his employment by the
Protective Technologies International, Inc., Mr. Schaeffer was the President and
Director of Foam-O-Rama.
Robert Fuhrman. Mr. Fuhrman, age 71, has been Chairman of Fuhrman
Associates, Inc. since 1972, serving as a managing and marketing consultant for
a wide variety of consumer product companies. During this period, he has also
served from time to time as an executive of client companies, including
positions as President (CEO) of Eggland=s Best, Inc., Marketing Vice President
of Beech-Nut Nutrition Inc. (Baby Food) and Senior Vice president of ATotes.@
Gary J. Kocher. Mr. Kocher, age 36, became a director of the Company in
1997. Mr. Kocher is a partner in the law firm of Preston, Gates & Ellis, LLP.
Mr. Kocher=s practice includes a broad range of corporate finance and
security-related transactions with an emphasis on public and private offerings
of debt and equity and cross-border transactions.
Term and Classification of Board of Directors
If elected, the nominee for director designated as Class A director
will serve a term of two years; the nominees for director designated as Class B
directors will serve terms of three years; and, in each case, until his or her
successor shall be duly elected and qualified or until his or her earlier death,
resignation or removal. Mr. Robert Fuhrman will be a Class A director, Mr.
Warren Schaeffer and Mr. Gary J. Kocher will be Class B directors.
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 1999, the Company's Board of
Directors met once, and acted two times by a unanimous written consent in lieu
of a meeting.
The only two Committees of the board of Directors are the Option Committee
and the Audit Committee, both composed of Mr. Fuhrman and Mr. Nikolai Nachamkin.
The Company has no executive, nominating, compensation or other committees. The
Option Committee acted three times by a unanimous written consent in lieu of a
meeting.
<PAGE>
Executive Officers
The executive officers of the Company are as follows:
<TABLE>
<S> <C> <C> <C>
Executive
Officer or
Director
Name Age Position Since
- - ----- ------- ------------- -----------
Meredith W. Birrittella 33 Chairman, Director and 3/21/90
Chief Executive officer
Anthony Costanzo 30 Chief Financial Officer 10/1/97
Warren Schaeffer 42 Director, Secretary and President 3/1/94
Protective Technologies International
Inc.
Timothy Drumhiller 36 President, Flents Products Co., Inc. 4/14/99
For further information about the executive officers of the Company, see "--Nominees" above.
Executive Compensation
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Summary Compensation Table
----------------------------
Securities
Name and Underlying (1)Other Annual
Principal Position Year Salary Bonus Options Compensation
- - ------------------- ---------- ------------ ----------- -------------- ----------------
Meredith W. Birritella 1999 $ 387,308 $ 0 0 $ 2,928
Chief Executive Officer 1998 $ 226,923 $ 0 0 $ 2,580
1997 $ 161,539 $ 0 25,000 $ 2,580
Warren Schaeffer 1999 $ 380,769 $ 0 0 $ 2,928
Secretary, and President 1998 $ 216,923 $ 0 0 $ 2,580
of Operating Subsidiary 1997 $ 161,539 $ 0 25,000 $ 2,580
Anthony Costanzo 1999 $ 141,000 $40,000 31,000 $ 2,928
Chief Financial Officer 1998 $ 106,174 $50,000 8,000 $ 2,580
1997 $ 73,154 $15,000 8,000 $ 2,580
Timothy Drumhiller
President
Flents Product Co., Inc. 1999 $ 114,371 $ 0 0 $ 1500
( 1) Consists of dental and health insurance premiums and retirement plan contributions.
Inside directors of the company receive no compensation for serving as a director; however, the Company=s outside
</TABLE>
<PAGE>
directors will receive compensation in the amount of $7,500 per annum. In
addition, on the anniversary of each outside director=s appointment to the Board
of Directors, the Company will grant 2,500 options to purchase the Company=s
common stock to each of such directors at exercise prices equal to the closing
market price of the Company=s common stock on such date.
The Board of Directors is classified into three classes. Directors in
each class are elected for a period of three years at the Company's annual
meeting of stockholders, and each serves until his or her successor is duly
elected by the shareholders. Currently, Gary Kocher is serving a term that
expired in 1999, Warren Schaeffer and Robert Fuhrman are serving terms that
expire in 2000, and Meredith Birrittella is serving a term that expires in 2001.
Nikolai Nachamkin is serving a term that expires in 2001.
Officers are elected by and serve at the will of the Board of Directors. No
inside director receives any compensation for services as a director. The only
two committees of the Board of Directors are the Option Committee and the Audit
Committee, both consisting of Mr. Fuhrman and Mr. Nikolai Nachamkin. The Company
has no executive, nominating, compensation or other committees.
<TABLE>
<S> <C> <C> <C> <C>
Option Grants In Last Fiscal Year
Percent of
Name and Principal Number of Securities Total Grants Exercise Expiration
Position Underlying Options To Employees(1) Price Date
Anthony Costanzo
Chief Financial Officer 31,000 75.6% $2.625 7/5/04
</TABLE>
(1) Does not include options granted to consultants or directors of the
Company.
Employment Agreements
Flents Products Co. Inc., a 60% owned subsidiary of the Company (the
ASubsidiary@), entered into an employment agreement (the AAgreement@) on April
14, 1999 with Timothy Drumhiller (the AEmployee@). The Agreement provides for a
term of five years. The Agreement provides for compensation at an annual rate of
$165,000 per year. On the first anniversary of the Agreement and on each
subsequent anniversary, the annual rate of salary shall be increased by 5% of
the amount of the previous annual rate. The Agreement also entitles the Employee
to a bonus based on the Subsidiary=s increase in earnings before interest,
taxes, depreciation and amortization. Additionally, the Agreement grants the
Employee an option to purchase an aggregate of 2.0408 shares of common stock of
the Subsidiary. The exercise price shall be the value of the Subsidiary on April
14, 1999 multiplied by 2.0408%. The option vests on the fifth anniversary of the
Agreement and expires nine months after vesting.
Indemnification
The Company's Certificate of Incorporation eliminates or limits the
personal financial liability of the Company's directors, except in situations
where there has been a breach of the duty of loyalty, failure to act in good
faith, intentional misconduct or knowing violation of the law. In addition, the
Company's By-laws include provisions to indemnify its officers and directors and
other persons against expenses, judgments, fines and amounts paid in settlement
in connection with threatened, pending or completed suits or proceedings against
such persons by reason of serving or having served as officers, directors or in
other capacities, except in relation to matters with respect to which such
persons shall be determined to have acted not in good faith, unlawfully or not
in the best interest of the Company.
<PAGE>
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE
COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT
IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION
IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
FIVE YEAR SHAREHOLDER RETURN COMPARISON
PERFORMANCE GRAPH
The graph on the following page sets forth for the five-year period
ended December 31, 1999, the cumulative total shareholder return to the
Company's shareholders, as well as the cumulative total return of the Standard &
Poor's 500 Stock Index and the cumulative total return of the Standard & Poor's
Companies in Leisure Time Products Index. The performance graph assumes that
$100 was invested at the market close on December 31, 1994. The data for the
graph was furnished by Standard & Poor's Compustat Custom Business Unit, a
division of The McGraw-Hill Companies.
TOTAL RETURN TO SHAREHOLDERS
INDEXED RETURNS
Years Ending 1999
Base Period
COMPANY / INDEX DEC94 DEC95 DEC96 DEC97 DEC98 DEC99
PTI HOLDING INC. 100 185.71 323.81 321.41 138.10 48.80
LEISURE TIME PRODUCTS 100 137.58 169.17 225.60 290.08 351.12
S&P 500 INDEX 100 137.07 165.24 217.40 168.93 116.58
[OBJECT OMITTED]
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, to file with the SEC initial reports of ownership
and reports of changes in ownership of Common Stock. Such officers, directors
and greater than 10% stockholders are required by the SEC's regulations to
furnish to the Company copies of all forms that they file under Section 16(a).
<PAGE>
To the Company's knowledge, based solely on review of the copies of
such forms that were furnished to the Company and representations that no other
reports were required, during the fiscal year ended December 31, 1999, the
Company's officers, directors and greater than 10% stockholders complied with
all filing requirements under Section 16(a) applicable to such persons except as
set forth below.
Beneficial Reporting Compliance
The following persons, each of whom was, at some time during the
Company's 1999 fiscal year, a director, officer or beneficial owner of more than
10 percent of any class of equity securities of the Company, failed to file on a
timely basis reports required by Section 16(a) of the Securities Exchange Act of
1934 during such year or prior years:
<TABLE>
<S> <C> <C>
Name of Number of Number of Transactions
Reporting Person Late Reports Not Filed on Timely Basis
Myles Birrittella 1 1
Robert Fuhrman 1 1
Warren Schaeffer 1 1
Martin Birrittella 2 3
Anthony Costanzo 1 1
Thomas Coleman 2 8
Gary J. Kocher 1 1
</TABLE>
Certain Relationships and Related Transactions.
In September 1994, the shareholders of the Company approved a stock
option plan, which provided that Mr. Coleman and Mr. Meredith Birrittella would
receive options to purchase 25,000 shares of Common Stock of the Company at
$4.00 per share for each year of service as an executive officer of the Company
from 1994 through and including 1999. However, in May 1995 both Mr. Coleman,
then a director and executive officer of the Company, and Mr. Birrittella waived
all rights to receive these options. In consideration for such waiver, the
Company granted to Mr. Coleman options (such options not pursuant to the Plan)
to purchase 50,000 shares of Common Stock of the Company at $1.25 per share
(such options exercisable for five years from the date of vesting), 25,000 of
which options vested on May 1, 1995, and 25,000 of which vested on March 31,
1996. In consideration for Mr. Meredith Birrittella's waiver, the Company
granted to him options (pursuant to the Plan) to purchase 100,000 shares of
Common Stock of the Company at $1.25 per share (such options exercisable for
five years from the date of vesting), of which 25,000 vested on May 1, 1995,
25,000 vested on March 31, 1996, 25,000 vested on March 31, 1997, and the
remaining 25,000 vested on March 31, 1998. During 1998 Mr. Meredith W.
Birrittella exercised 100,000 stock options at $1.25 per share.
In June of 1999, Mr. Myles Birrittella resigned from the Board of
Directors, and Mr. Nikolai Nachamkin was elected by the Board of Directors to
complete Mr. Birrittella=s unexpired term. Mr. Meredith W. Birrittella and Mr.
Myles Birrittella are brothers.
At December 31, 1999, Mr. Meredith Birrittella and Mr. Warren Schaeffer
each owed the Company approximately $418,000. These loans bear interest at 6%
per annum. Repayment of these loans is made quarterly based on a fixed payment
schedule.
For the year ended December 31, 1999, the Company recognized interest
income of approximately $56,000 from loans to Officers/Directors.
<PAGE>
ITEM II
PROPOSAL TO RATIFY THE REAPPOINTMENT OF ARTHUR ANDERSEN LLP AS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Arthur Andersen LLP
to serve as independent certified public accountants for the Company for the
fiscal year ending December 31, 2000. The firm of Arthur Andersen LLP,
independent certified public accountants, has been the Company's auditors since
September 1997. Although the Board of Directors is not required to submit its
selection of auditors for ratification at the Meeting, such selection is being
submitted to ascertain the views of stockholders. If the selection is not
ratified, the Board of Directors will reconsider its selection. The Board also
reserves the right to make any change in auditors at any time that it deems
advisable or necessary. One or more representatives of Arthur Andersen LLP are
expected to attend the Meeting and will be given an opportunity to make a
statement and are expected to be available to respond to appropriate questions
from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE
FOR RATIFICATION OF THE REAPPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 2000.
OTHER BUSINESS
The Board of Directors of the Company does not know of any other
matters that may be brought before the Meeting. However, if any such other
matters are properly presented for action, it is the intention of the persons
named in the accompanying form of Proxy to vote the shares represented thereby
in accordance with their judgment on such matters.
INFORMATION CONCERNING STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended, a stockholder intending to submit a proposal to be presented
at the 2000 Annual Meeting of Stockholders must deliver a proposal in writing to
the Company's principal executive offices on or before January 10, 2001.
ADDITIONAL INFORMATION
A copy of the Company=s Annual Report to Shareholders for the fiscal
year ended December 31, 1999 accompanies this Proxy Statement. The Company is
required to file an Annual Report on Form 10-K for its fiscal year ended
December 31, 1999 with the Securities and Exchange Commission. Shareholders may
obtain, free of charge, a copy of the Form 10-K ( without exhibits) by writing
to Anthony Costanzo, Chief Financial Officer, c/o Protective Technologies
International Inc., One Executive Boulevard, Yonkers, NY 10701.
By order of the Board of Directors
Warren Schaeffer
Secretary
<PAGE>
[THIS IS THE BACK PAGE OF THE BOOKLET]
[THIS PAGE SHOULD BE LEFT BLANK]
<PAGE>
PTI Holding INC.
ANNUAL MEETING MAY 15, 2000
Nominees for Director:
Warren Schaeffer
Robert Fuhrman
Gary J. Kocher
PROXY VOTING INSTRUCTIONS Please mark choices in blue or black ink.
The Board of Directors unanimously recommends a vote FOR the nominees and FOR
proposals (2) and (3).
<TABLE>
<S> <C> <C> <C>
FOR WITHHOLD
1. Election of Directors. (see list above)
FOR ALL EXCEPT
To withhold authority for an individual nominee,
check this space and write the nominee=s
name in the following space:
FOR AGAINST ABSTAIN
2. Proposal to ratify the reappointment of Arthur
Andersen LLP as the Company's independent certified public accountants for
the fiscal year ending December 31, 2000.
FOR AGAINST ABSTAIN
3. To transact such other business as may properly come
before the Annual Meeting and any adjournments or
postponements thereof.
Your shares will be voted as directed herein. If signed and no direction is
given for any item, it will be voted as recommended above.
Please return your executed form as soon as possible to Corporate Stock Check
this space only if you wish Transfer, Republic Plaza, 370 17th St.,
Suite 2350, Denver, CO 80202-4614 to attend and vote at the meeting.
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If securities are jointly owned, each should sign.
Signature Date
Signature of Joint Owner Date
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. BY RETURNING
YOUR VOTING INSTRUCTIONS PROMPTLY, YOU CAN AVOID THE INCONVENIENCE OF RECEIVING
FOLLOW-UP MAILINGS PLUS HELP TO AVOID THE EXPENSES ASSOCIATED WITH SUCH
ADDITIONAL MAILINGS.
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