<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
PRECISION SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[LETTERHEAD] PRECISION SYSTEMS
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Precision Systems, Inc. (the "Company") to be held at The Summit Conference
Center, ICOT Center, 13575 58th Street North, Clearwater, Florida 34620, on May
16, 1997, at 2 p.m. Eastern Time.
Matters to be considered and acted upon at the Annual Meeting include:
(i) the election of directors; (ii) such other matters as may properly come
before the Annual Meeting.
Information concerning the matters to be considered and voted upon at
the Annual Meeting is set forth in the enclosed Proxy Statement. We encourage
you to review this material carefully; then sign, date, and return the proxy
card in the enclosed self-addressed envelope.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD.
We appreciate your cooperation and hope to see you at the Annual
Meeting.
Sincerely,
/s/ Steven H. Grant
STEVEN H. GRANT
Secretary
<PAGE> 3
PRECISION SYSTEMS, INC.
11800 30TH COURT NORTH
ST. PETERSBURG, FLORIDA 33716-1846
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 1997
To Stockholders of Precision Systems, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of
Precision Systems, Inc. (the "Company") will be held at The Summit Conference
Center, ICOT Center, 13575 58th Street North, Clearwater, Florida 34620, on May
16, 1997, at 2 p.m. Eastern Time for the following purposes:
1. To elect six directors of the Company to hold office until the
next Annual Meeting of Stockholders or until their successors
have been duly elected
2. To act upon, as determined in the best judgment of Willem
Huisman and Steven H. Grant, who will serve as the proxy
agents, such other matters as may properly come before the
Annual Meeting
The close of business on March 28, 1997, has been fixed as the record
date for the meeting. All stockholders of record at that date are entitled to
vote at the meeting. A list of stockholders of record as of the record date will
be available for examination by stockholders prior to the Annual Meeting at the
offices of the Company, 11800 30th Court North, St. Petersburg, Florida 33716.
By the Order of the Board of Directors,
/s/ Steven H. Grant
Steven H. Grant
Secretary
St. Petersburg, Florida
April 15, 1997
ALL HOLDERS OF COMMON STOCK ARE URGED TO FILL IN AND SIGN THE ENCLOSED
PROXY AND RETURN IT TO THE COMPANY WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING. PLEASE SIGN, DATE, AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. IF YOU SHOULD BE PRESENT AT THE MEETING AND DESIRE TO
VOTE IN PERSON OR FOR ANY REASON DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT
ANY TIME BEFORE IT IS VOTED.
PLEASE SIGN YOUR PROXY CARD AS YOUR NAME APPEARS ON THE PROXY CARD.
<PAGE> 4
PRECISION SYSTEMS, INC.
11800 30TH COURT NORTH
ST. PETERSBURG, FLORIDA 33716-1846
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1997
SOLICITATION OF PROXY, REVOCABILITY, AND VOTING
GENERAL
This Proxy Statement is being furnished to holders of Common Stock and
is solicited on behalf of the Board of Directors of Precision Systems, Inc., a
Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders to be held on May 16, 1997 and at any adjournments or postponements
thereof. Only stockholders of record on March 28, 1997, will be entitled to vote
at that meeting. On March 21, 1997, the Company had 17,537,634 shares of Common
Stock issued and outstanding.
The Company's principal executive offices are located at 11800 30th
Court North, St. Petersburg, Florida 33716. The approximate date on which the
Proxy Statement, the Notice of Annual Meeting of Stockholders, and the
accompanying proxy are first being sent to stockholders is April 15, 1997.
Representatives from the Company's independent accountants, Deloitte &
Touche LLP, will be present at the meeting and will be available to respond to
appropriate questions and make statements as they may desire.
In September, 1996, the Board of Directors voted to change the
Company's fiscal year from a year ending August 31 to a calendar year. As a
result, all references in this Proxy Statement to the year 1996 ("fiscal 1996")
or the fiscal year refer to the year ended August 31, 1996 and the four-month
transition period from September 1, 1996 to December 31, 1996 (the "transition
period").
VOTING
The Company's amended Certificate of Incorporation provides that the
holders of both classes of common stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of funds
legally available for the payment of dividends. During July 1996, RMS Limited
Partnership, the sole owner of the Company's Class B Common Stock, elected to
convert all of its Class B Common Stock into an equal number of shares of the
Company's Class A Common Stock in accordance with the provisions of the
Company's Certificate of Incorporation. The Class B Common Stock converted was
retired and is not subject to reissue. As a consequence of the conversion, all
of the Company's Common Stock outstanding or eligible to be issued under the
Company's restated Certificate of Incorporation now votes as a single class on a
one vote per share basis on all matters submitted to shareholders.
All shares of Common Stock that are represented at the Annual Meeting
by properly executed proxies received prior to or at the Annual Meeting, and not
revoked, will be voted at the Annual Meeting in accordance with the instructions
indicated on such proxies. If no instructions are indicated, such proxies will
be voted in favor of each of the proposals listed on the Proxy. The Board does
not know of any other matters that are to come before the Annual Meeting. If any
other matters are properly presented at the Annual Meeting for consideration,
the persons named in the enclosed form of proxy and acting thereunder will have
discretion to vote on such matters in accordance with their best judgment.
Each share of Common Stock entitles its holder to one vote on the
matters to be considered by stockholders at the Annual Meeting. The presence at
the Annual Meeting, either in person or by proxy, of the holders of a majority
of the outstanding voting shares on the record date is necessary to constitute a
quorum for the transaction of business. Abstentions and broker non-votes are
each included in the determination of the number of shares present and voting.
Each is tabulated separately. Abstentions are counted in tabulations of the
votes cast on proposals presented to stockholders and have the same legal effect
as a vote against a particular proposal, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved. If
sufficient votes in favor of the proposals presented to the stockholders are not
received by the date of the Annual Meeting, the person(s) named as proxies may
propose one or more adjournments of the Annual Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the shares of Common Stock present in person or
by proxy at the Annual Meeting. The persons named as proxies will vote in favor
of any such adjournment.
<PAGE> 5
REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this Proxy Statement
has the power to revoke it at any time before its exercise. It may be revoked by
filing with the Secretary of the Company an instrument of revocation or by the
presentation at the meeting of a duly executed proxy bearing a later date. It
also may be revoked by attendance at the meeting and election to vote in person.
SOLICITATION
Expenses incurred in connection with the solicitation of proxies will
be paid by the Company. Upon request, the Company will reimburse brokers,
dealers, and banks or their nominees, for reasonable expenses incurred in
forwarding copies of the proxy materials to the beneficial owners of shares
which such persons hold of record. Solicitation of proxies will be made
principally by mail. Proxies may also be solicited in person, or by telephone or
otherwise, by directors, officers and other employees of the Company. Such
directors, officers and other employees will not be additionally compensated;
however, they may be reimbursed for out-of-pocket expenses in connection with
such solicitation.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
The Board of Directors of the Company held 10 meetings during fiscal
1996 and 4 meetings during the four months ended December 31, 1996. In addition,
the Board of Directors acted by unanimous written consent on 3 occasions. The
Board of Directors has two committees -- the Audit and Finance Committee and the
Compensation and Benefits Committee.
During the fiscal year ended August 31, 1996 and the transition period,
all directors attended at least 75 percent of the meetings of the Board of
Directors and all committees of the Board of Directors of which they were
members.
AUDIT COMMITTEE
The Audit Committee, which currently consists of Bert Kolde (serving as
Chairman of the Committee) and Ian M. Dalziel is empowered to recommend to the
Board of Directors independent certified public accounting firms for selection
as auditors of the Company; make recommendations to the Board on auditing
matters; examine and make recommendations to the Board concerning the scope of
audits; review and approve the terms of transactions between the Company and
related party entities; and review such other matters as may be properly
delegated to it by the Board of Directors. During the fiscal year ended August
31, 1996 the Audit Committee met one time and during the transition period, the
Audit Committee met two times.
COMPENSATION AND BENEFITS COMMITTEE
The Compensation and Benefits Committee, which currently consists of
Kwang-I Yu (serving as Chairman of the Committee), Hector Alcalde, and Ian M.
Dalziel, is empowered to make recommendations to the Board of Directors with
respect to executive salaries and bonuses and administers the Company's Employee
Stock Option and Restricted Stock Plan (the "Employee Plan"). During the fiscal
year ended August 31, 1996 the Compensation and Benefits Committee met 10 times
and during the transition period the Compensation and Benefits Committee met 5
times.
COMPENSATION OF DIRECTORS
The Company pays an annual fee of $10,000 ($2,500 per quarter) to each
director not employed as an officer of the Company. It also pays each director
not employed as an officer of the Company $1,000 for each meeting of the Board
of Directors which he or she attends in person or $500 for each telephonic
meeting, plus reimbursement for all reasonable expenses incurred by such
director in connection with his or her attendance at any meeting of the Board of
Directors. Furthermore, the Company pays each member of a committee of the Board
of Directors not employed by the Company as an officer $1,000 for each meeting
of a committee of the Board of Directors which he or she attends in person, or
$500 for each telephonic meeting, plus reimbursement for any expenses incurred
in connection with his or her attendance at any committee meeting.
The outside directors of the Company also participate in the Stock
Option Plan for Outside Directors (the "Plan"). Under the Plan, options to
purchase up to 500,000 shares of Common Stock may be granted to directors who
are not employees of the Company. The Plan provides that each director who is
not a full-time employee of the Company shall automatically be granted an
Initial Option to purchase 25,000 shares of Common Stock on the day the director
is first elected to the Board. In addition, 25,000 Tenure Options (as defined in
the Plan) are automatically granted, in addition to the Initial Option, on the
date of each Director's first anniversary of his or her initial election to the
Board of Directors. The Chairman of the Board,
2
<PAGE> 6
provided he or she is not also an employee, shall automatically be granted, in
addition to the Initial Option and the Tenure Option, an option to purchase
50,000 shares of Common Stock of the Company (the "COB Option"). The exercise
price for options issued under the Plan is to be equal to the fair market value
of Common Stock on the date prior to the date of grant.
During the fiscal year ended August 31, 1996, Hector Alcalde, and
Kwang-I Yu were granted 25,000 Tenure Options at $9.00 per share. Ian Dalziel
was granted 25,000 Initial options at $14.50 per share, and Bert Kolde was
granted 25,000 Tenure Options at $15.75 per share, in each case the fair market
values of the stock on the date of grant.
Initial Options granted under the Plan are subject to the terms of a
stock option agreement, vest and become exercisable equally over three years
beginning on the date of grant. The Tenure Options and COB Options vest equally
over five years beginning on the date of grant. All options expire five years
from the date of grant. Options granted under the Plan expire 90 days after the
resignation of a director from the Board of Directors. The number of shares
issuable under the Plan and the exercise price for options granted under the
Plan are subject to adjustment as the result of stock splits, stock dividends,
recapitalizations or mergers or other similar changes affecting the number of
outstanding shares of Common Stock. No options may be granted under the Plan
after the tenth anniversary of its adoption.
During February, 1997, Kwang-I Yu, Hector Alcalde, Bert Kolde, Ian M.
Dalziel, and Francis R. Santangelo were issued 25,000 options outside the Plan
at $4.125 per share. Such options vest and become exercisable equally over three
years beginning on the date of grant.
Under the terms of a stock purchase agreement dated April 5, 1995
between the Company and Vulcan Ventures Incorporated ("Vulcan"), the Company
agreed to cause one person designated by Vulcan to be nominated for election to
the Board of Directors of the Company provided that Vulcan owns at least
1,000,000 shares of Common Stock. Mr. Kolde is Vulcan's nominee.
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS
WILLEM HUISMAN, 62, was appointed to the Company's Board of Directors
in January 1997 and appointed Chairman of the Board in February 1997. He became
President and Chief Executive Officer of the Company during October 1996 and has
been with the Company since April 1996. Prior to joining the Company, Mr.
Huisman held key positions at several large corporations. Most recently, he was
Chairman of the Board of Management at RAET N.V., a Dutch corporation
specializing in automation and software. Other previous positions include
Chairman and CEO at Philips Communications Systems Division; Chairman and CEO at
Philips Defense and Control Systems Division, Executive Vice President at AT&T
Philips Joint Venture; and Managing Director of Telecommunications Cables at NFK
Cable.
KWANG-I YU, PH.D., 47, joined the Company as a member of the Board of
Directors in June 1994. Dr. Yu, who received a Ph.D. in Computer Science from
the California Institute of Technology, is President and Chief Executive Officer
of Paracel, Inc., a leader in the development of genome data analysis and
information service technologies. Prior to founding Paracel, Dr. Yu was a TRW
Fellow.
HECTOR ALCALDE, 63, joined the Company as a member of the Board of
Directors in January 1994. In 1973, Mr. Alcalde founded the firm Alcalde & Fay,
a government and public affairs consulting firm in Washington, D.C., and serves
as its President and Chief Executive Officer. He has provided consulting
services to numerous national and international organizations and has served on
many public and corporate boards.
BERT KOLDE, 43, was appointed to the Company's Board of Directors in
June 1995. Mr. Kolde represents investor Paul Allen on a variety of business
matters and has been a member of Allen's management team since 1985. Mr. Kolde
serves as vice chairman of the Portland Trail Blazers, Oregon Arena Corporation,
Football Northwest, and as director of Asymetrix Corporation, MetaTools, Inc.,
CyberSource Inc. and InfoModelers Inc. He served as president of Asymetrix
Corporation through 1994, where he worked closely with Paul Allen on setting
Asymetrix's overall corporate direction and product strategies, and overseeing
their implementation. Before joining Asymetrix in 1985, Mr. Kolde was vice
president of management reporting at Seafirst Corp., in Seattle. Mr. Kolde began
his finance career with The Boeing Company. He holds a bachelor of business
administration, finance, from Washington State University, and a master's degree
in business from the University of Washington.
IAN M. DALZIEL, 49, was appointed to the Company's Board of Directors
in June 1996. Since 1992, Mr. Dalziel has served as Chairman of the Board at
C.S.I., Inc. In addition, since 1989, Mr. Dalziel has also served as a Director
of Lepercq-Amcur Fund N.V. and as Chairman at Continental Assets Trust PLC. He
was a member of the European Parliament from 1979 to 1984.
FRANCIS R. SANTANGELO, 64, was appointed to the Company's Board of
Directors in January, 1997. Mr. Santangelo is an independent legal and financial
consultant with over 30 years experience in the financial community. From 1959
to 1988, Mr. Santangelo was a principal in Francis R. Santangelo & Co., a
specialist firm on the American Stock Exchange and is also a former member of
the Board of Directors of the American Stock Exchange. Mr. Santangelo also
served on the Company's Board from August 24, 1992 to July 8, 1993 and has been
a consultant to the Company since February 1, 1996.
3
<PAGE> 7
EXECUTIVE OFFICERS
The following is a list of the current executive officers of the
Company who do not serve on the Board of Directors:
STEVEN H. GRANT, 37, Executive Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary, joined the Company in July 1996. Prior to
joining the Company, he served as Executive Vice President, Chief
Financial/Administrative Officer and Treasurer for Silver King Communications,
Inc. from 1992 to 1996. He also served as Director of Corporate Finance,
Investor Relations and Assistant Treasurer at Home Shopping Network from 1989 to
1992.
GREGORY L. BALTZER, 31, Executive Vice President, joined the Company in
November 1995. Prior to joining the Company, Mr. Baltzer spent eight years with
Brite Voice Systems where he most recently held the position of Vice President
and General Manager.
KENNETH M. CLINEBELL, 35, joined the Company in January 1994 and
currently serves as Vice President of Finance and Controller. Prior to joining
the Company, Mr. Clinebell spent five years at Kimmins Environmental Service
Corp. of Tampa, where he held the position of Controller. Prior to Kimmins, Mr.
Clinebell was with Laventhol & Horwath, CPAs for five years, where he held the
position of Manager in the firm's audit and accounting division.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and accompanying footnotes set forth information
concerning ownership of the Company's Common Stock as of March 21, 1997. The
table also shows information concerning beneficial ownership by all directors
and nominees, by each of the current executive officers named in the Summary
Compensation Table (the "Summary Compensation Table") that follows, and by all
directors and executive officers as a group. The number of shares beneficially
owned by each director or executive officer is determined under rules of the
Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares to which the individual has the sole or
shared voting power or investment power and also any shares which the individual
has the right to acquire within sixty days of March 21, 1997 through the
exercise of any stock option or other right. Unless otherwise indicated, each
person has sole investment and voting power (or shares such powers with his or
her spouse) with respect to the shares set forth in the following table:
<TABLE>
<CAPTION>
NUMBER PERCENT
NAME OF SHARES OF CLASS
- ---- --------- --------
<S> <C> <C>
Alta Investissments SA (11) ............................. 2,808,427 16.01%
8 boulevard Emmanuel Servais
L-2535 Luxembourg
Vulcan Ventures Incorporated (11) ....................... 2,750,000 15.68%
110-110th Avenue, N.E., Suite 530
Bellevue, Washington 98004
RMS Limited Partnership (1) (11) ........................ 2,415,945 13.78%
50 West Liberty Street, Suite 650
Reno, Nevada 89501
Willem Huisman (2) ...................................... 75,000 *
Hector Alcalde (3) ...................................... 35,000 *
Bert Kolde (4) .......................................... 21,666 *
Kwang-I Yu (5) .......................................... 45,000 *
Ian M. Dalziel (6) ...................................... 8,333 *
Francis R. Santangelo (7) ............................... 28,333 *
Gregory L. Baltzer (8) .................................. 26,000 *
Steven H. Grant (9) ..................................... 20,000 *
Kenneth M. Clinebell (10) ............................... 26,700 *
--------- -----
All officers and directors as a group (nine persons) .... 286,032 1.63%
</TABLE>
The following table sets forth information relating to the beneficial ownership
of the Company's Series A Preferred Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER PERCENT
OF BENEFICIAL OWNER OF SHARES OF CLASS
- ------------------- --------- --------
<S> <C> <C>
RMS Limited Partnership (1) (11) ........................ 10,000 100.00%
50 West Liberty Street, Suite 650
Reno, Nevada 89501
</TABLE>
* Represents less than 1 percent
4
<PAGE> 8
(1) RMS Limited Partnership is a limited partnership organized
under the laws of the State of Nevada, the managing general
partner of which is Crystal Diamond, Inc. Roy M. Speer is the
sole stockholder of Crystal Diamond, Inc., and the
non-managing general partner of RMS Limited Partnership.
Richard W. Baker, as trustee under an InterVivos Trust
agreement dated January 1, 1967, with Roy M. Speer, is a
limited partner of RMS Limited Partnership. All or any portion
of Series A Preferred Stock may be converted at any time, into
shares of Common Stock at a conversion price of $4.76 per
share. The shares of Series A Preferred Stock may be converted
into 1,218,487 shares of Common Stock or approximately 6.2
percent of the class. Assuming conversion of all the
outstanding shares of Series A Preferred Stock, RMS Limited
Partnership would own 3,634,432 shares, representing
approximately 18.5 percent of the class. Mr. Speer and Crystal
Diamond, Inc. share beneficial ownership of the Common Stock
and Series A Preferred Stock held by RMS Limited Partnership.
Does not include 17,213 shares of Common Stock held by Richard
W. Baker, individually and as trustee for certain irrevocable
trusts established for the benefit of certain members of Roy
M. Speer's family.
(2) Does not include non-vested options to purchase 150,000 shares
of Common Stock pursuant to the Company's Employee Stock
Option and Restricted Stock Plan. Additionally, does not
include 25,000 shares of Restricted Stock of which 12,500
shares are fully vested and issuable on February 28, 1998 and
12,500 shares are fully vested and issuable on February 28,
1999.
(3) Does not include non-vested options to purchase 15,000 shares
of Common Stock pursuant to the Company's Stock Option Plan
for Outside Directors.
(4) Does not include non-vested options to purchase 28,334 shares
of Common Stock pursuant to the Company's Stock Option Plan
for Outside Directors.
(5) Does not include non-vested options to purchase 15,000 shares
of Common Stock granted pursuant to the Company's Stock Option
Plan for Outside Directors.
(6) Does not include non-vested options to purchase 16,667 shares
of Common Stock pursuant to the Company's Stock Option Plan
for Outside Directors.
(7) Does not include non-vested options to purchase 16,667 shares
of Common Stock granted pursuant to the Company's Stock Option
Plan for Outside Directors and 10,000 shares of Common Stock
granted pursuant to the Company's Employee Stock Option and
Restricted Stock Plan under the terms of a consulting
agreement dated February 1, 1996 between the Company and
Francis R. Santangelo.
(8) Does not include non-vested options to purchase 64,000 shares
of Common Stock pursuant to the Company's Employee Stock
Option and Restricted Stock Plan. Additionally, does not
include 2,280 shares of Restricted Stock of which 1,140 shares
are fully vested and issuable on August 2, 1997 and 1,140
shares are fully vested and issuable on August 2, 1998 and
12,500 shares of Restricted Stock of which 6,250 shares are
fully vested and issuable on February 28, 1998 and 6,250
shares are fully vested and issuable on February 28, 1999.
(9) Does not include non-vested options to purchase 80,000 shares
of Common Stock pursuant to the Company's Employee Stock
Option and Restricted Stock Plan. Additionally, does not
include 2,591 shares of Restricted Stock of which 1,295 shares
are fully vested and issuable on August 2, 1997 and 1,296
shares are fully vested and issuable on August 2, 1998 and
12,500 shares of Restricted Stock of which 6,250 shares are
fully vested and issuable on February 28, 1998 and 6,250
shares are fully vested and issuable on February 28, 1999.
(10) Does not include non-vested options to purchase 14,000 shares
of Common Stock pursuant to the Company's Employee Stock
Option and Restricted Stock Plan. Additionally, does not
include 1,865 shares of Restricted Stock of which 932 shares
are fully vested and issuable on August 2, 1997 and 933 shares
are fully vested and issuable on August 2, 1998 and 6,875
shares of Restricted Stock of which 3,437 shares are fully
vested and issuable on February 28, 1998 and 3,438 shares are
fully vested and issuable on February 28, 1999.
(11) Tables do not reflect the issuance of the Series B Preferred
Stock which closed on April 4, 1997 but which is described in
the section titled "Certain Relationships and Related
Transactions." Additionally, Primwest Holding N.V. is the
controlling shareholder of Alta Investissments SA.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, officers, and persons who own more than 10
percent of the Company's Common Stock, to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission and
the NASD. Such persons are required by the Commission's regulations to furnish
the Company with copies of all Section 16 (a) reports which they file.
Based solely on its review of the copies of such forms received by it
with respect to fiscal 1996 or written representation from certain reporting
persons, the Company believes that all filing requirements have been complied
with that are applicable to its directors, officers, and persons who own more
than 10 percent of the Company's Common Stock.
5
<PAGE> 9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During December, 1996, the Company prepaid $450,000 of the note payable
with Alta (originally due in January, 1997). The prepayment was made in exchange
for the abatement of certain interest associated with the amount due.
During April, 1997, the Company completed a financing transaction with
each of its three largest shareholders, Primwest Holding N.V., Vulcan Ventures
Incorporated and RMS Limited Partnership (the "Financing"). Under the Financing,
the Company created a new Series B Preferred Stock. Each of the three
shareholders purchased 1,500 shares of such Series B Preferred Stock (total of
4,500) in exchange for $1,500,000 in cash (total of $4,500,000). The Series B
Preferred Stock will accrue a cumulative dividend of 8% per annum, payable
quarterly, when and as declared by the Company's Board of Directors.
Additionally, the Series B Preferred Stock is subordinate to the Company's
Series A Preferred Stock and has a liquidation preference equal to the original
purchase price. The Series B Preferred Stock is convertible by the Company at
any time prior to December 31, 1997 into new securities on the same terms as
such securities may be offered to third parties. In the event the company does
not effect a mandatory conversion of the securities, each shareholder will be
entitled to convert the Series B Preferred Stock into common stock after
December 31, 1998 at approximately $4.47 per share.
Each of the three major shareholders described above also acquired
warrants (the "Warrants") to purchase up to 150,000 shares of common stock each
(total of 450,000 shares). Each Warrant will have an exercise price equal to:
(i) the current market of the Company's common stock is determined by the
closing price of the common stock on the NASDAQ stock market on the day prior to
the date of closing; plus (ii) a 25 percent premium or approximately $6.09 per
share. Each Warrant will be exercisable at any time during the 5 year period
commencing one year after the date of issuance.
COMPENSATION OF EXECUTIVE OFFICERS
The following table provides information on the compensation received
by the Chief Executive Officer ("CEO") and the two other highly compensated
executive officers (the "Executive Officers") for the four month transition
period ended December 31, 1996 and the years ended August 31, 1996, 1995, and
1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------- -------------------
OTHER ALL
ANNUAL RESTRICTED OTHER
FISCAL COMPEN- STOCK OPTIONS/ COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION AWARD SARs SATION
- --------------------------- ------ -------- -------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Willem Huisman (2) .................... 1996(1) $ 66,667 $ 35,000 $ -- $ -- 125,000 $ --
President and Chief Executive Officer 1996 $ 83,335 $ -- $ -- $ -- 100,000 $ --
Steven H. Grant (4) ................... 1996(1) $ 39,663 $ 5,000 $ -- $ -- -- $ --
Executive Vice President, ........... 1996 $ 8,173 $ -- $ -- $ 15,865(3) 100,000 $ --
Chief Financial Officer,
Secretary and Treasurer
Gregory L. Baltzer (5) ................ 1996(1) $ 42,212 $ 40,000 $ -- $ -- -- $ --
Executive Vice President ............ 1996 $ 70,654 $ 10,000 $ 6,481(6) $ 13,961(3) 90,000 $ --
Kenneth M. Clinebell (7) .............. 1996(1) $ 38,797 $ 10,000 $ -- $ -- -- $ --
Vice President of Finance and ....... 1996 $ 88,881 $ 25,000 $ -- $ 11,432(3) -- $ --
Controller .......................... 1995 $ 82,269 $ 10,009 $ -- $ -- 15,000 $ --
1994 $ 46,712 $ 330 $ -- $ -- 25,700 $ --
Russell I. Pillar (8) ................. 1996(1) $ 56,615 $ 21,000 $ -- $ -- -- $ --
Former President and ................ 1996 $220,857 $140,000 $ -- $ 139,213 -- $ --
Chief Executive Officer ............. 1995 $166,846 $ -- $ -- $ -- 45,000 $ --
1994 $127,626 $ 30,000 $ 7,296(6) $ -- 510,000 $ --
Michael T. Felix (9) .................. 1996(1) $ -- $ -- $ -- $ -- -- $ --
Former Senior Vice President ........ 1996 $149,882 $ 63,000 $ -- $ 52,203 -- $ --
1995 $134,365 $ -- $ -- $ -- 25,740 $ --
1994 $113,847 $ 19,500 $ -- $ -- 75,000 $ --
John R. Hindman (9) ................... 1996(1) $ -- $ -- $ -- $ -- -- $ --
Former Senior Vice President and .... 1996 $167,510 $ 63,000 $ -- $ 52,203 100,000 $ --
Chief Operating Officer ............. 1995 $128,219 $ -- $ -- $ -- 27,740 $ --
1994 $ 88,588 $ 19,500 $ -- $ -- 105,000 $ --
Alan R. Donahue (10) .................. 1996(1) $ -- $ -- $ -- $ -- -- $ --
Former Senior Vice President ........ 1996 $125,192 $ -- $ 35,000(6) $ -- 100,000 $ --
</TABLE>
6
<PAGE> 10
(1) In September, 1996, the Board of Directors voted to change the
Company's fiscal year from a year ending August 31 to a
calendar year. For the purposes of the Summary Compensation
Table, "1996(1)" refers to the four months ended December 31,
1996, and "1996", "1995" and "1994" refer to the fiscal years
ended August 31, 1996, August 31, 1995 and August 31, 1994,
respectively.
(2) Mr. Huisman commenced employment with the Company in April
1996. As a result, no information regarding compensation prior
to such date is provided herein.
(3) Restricted stock granted in exchange for 15% of gross salary;
vests 50% on August 2, 1997 and 50% on August 2, 1998.
(4) Mr. Grant commenced employment with the Company in July 1996.
As a result, no information regarding compensation prior to
such date is provided herein.
(5) Mr. Baltzer commenced employment with the Company in November,
1995. As a result, no information regarding compensation prior
to such date is provided herein.
(6) Represents relocation expense reimbursement.
(7) Mr. Clinebell commenced employment with the Company in January
1994. As a result, no information regarding compensation prior
to such date is provided herein.
(8) Mr. Pillar commenced employment with the Company in December
1993 and resigned during October, 1996. As part of his
severance agreement, all restricted stock grants were
automatically vested. As of August 31, 1996, the restricted
stock had a fair market value of $96,077.
(9) Mr. Felix and Mr. Hindman resigned from the Company in August,
1996 and as part of their severance agreements, all restricted
stock grants were automatically vested. As of August 31, 1996,
the restricted stock had a fair market value of $36,027.
(10) Mr. Donahue commenced employment in October 1995. As a result,
no information regarding compensation prior to such date is
provided herein.
The following table summarizes stock options granted to the Executive
Officers in fiscal 1996. The amount shown as potentially realizable values of
these options is based on assumed annual rates of appreciation in the price of
the Company's Common Stock of 5 and 10 percent over the terms of the options and
is not intended to forecast future appreciation of the Company's stock price:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
PERCENT OF STOCK PRICE
TOTAL OPTIONS APPRECIATION FOR
GRANTED TO EXERCISE OPTION TERM(4)
FISCAL OPTIONS EMPLOYEES IN OR BASE EXPIRATION -----------------------
NAME AND PRINCIPAL POSITION YEAR GRANTED(2) FISCAL YEAR PRICE(3) DATE 5 PERCENT 10 PERCENT
- --------------------------- ------ ---------- ------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Willem Huisman .............................. 1996(1) 25,000 6.300% $ 7.750 09/30/06 $ 121,847 $ 308,786
President and Chief Executive Officer ..... 1996(1) 100,000 25.190% $ 5.500 11/22/06 $ 345,890 $ 876,557
1996 100,000 6.920% $ 7.750 03/19/06 $ 471,688 $1,195,304
Steven H. Grant ............................. 1996 100,000 6.920% $ 6.875 07/29/06 $ 432,361 $1,095,695
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
Gregory L. Baltzer .......................... 1996(1) 30,000 7.560% $ 7.750 09/30/06 $ 146,216 $ 370,543
Executive Vice President .................. 1996(1) 10,000 2.521% $ 5.500 11/22/06 $ 34,589 $ 87,655
1996 50,000 3.460% $ 7.500 11/14/05 $ 235,834 $ 597,652
John R. Hindman ............................. 1996 100,000 6.920% $14.500 06/13/06 $ 911,891 $2,310,922
Former Senior Vice President
and Chief Operating Officer
Alan R. Donahue ............................. 1996 100,000 6.920% $14.250 11/23/05 $ 897,000 $2,271,000
Former Senior Vice President
</TABLE>
(1) In September, 1996, the Board of Directors voted to change the
Company's fiscal year from a year ending August 31 to a
calendar year. For the purposes of the Option/SAR Grants
table, "1996" refers to the fiscal year ended August 31, 1996
and "1996(1)" refers to the four months ended December
31,1996.
7
<PAGE> 11
(2) Under the terms of the Employee Stock Option and Restricted
Stock Plan, the Compensation and Benefits Committee retains
discretion, subject to plan limits, to modify the terms of
outstanding options and to reprice such options.
(3) Options were granted at an exercise price equal to the closing
price of the Common Stock on the date prior to the date of
grant.
(4) Potential realizable value is based on fair market value of
stock on grant date compounded annually at the rates shown in
column heading, for option term, less total exercise price.
These rates of appreciation are mandated by the rules of the
Securities Exchange Commission, and do not represent an
estimate or projection of future prices for the Company's
Common Stock.
The following table summarizes the net value realized on the exercise
of options in fiscal 1996, and the transition period, and the value of
outstanding options as of August 31, 1996, and the transition period, for the
named Executive Officers:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OR UNEXERCISED IN-THE-MONEY OPTIONS
FISCAL ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END(2)
NAME YEAR(1) EXERCISE # REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Willem Huisman ...................... 1996(1) -- $ -- 50,000 175,000 $ -- $ --
1996 -- $ -- 25,000 75,000 $ -- $ --
Steven H. Grant ..................... 1996(1) -- $ -- 20,000 80,000 $ -- $ --
1996 -- $ -- 10,000 90,000 $ -- $ --
Gregory L. Baltzer .................. 1996(1) -- $ -- 26,000 64,000 $ -- $ --
1996 -- $ -- 10,000 40,000 $ -- $ --
Kenneth M. Clinebell ................ 1996(1) -- $ -- 21,700 19,000 $ 40,612 $38,625
1996 -- $ -- 18,700 22,000 $ 53,775 $71,250
Russell I. Pillar ................... 1996(1) -- $ -- -- -- $ -- $ --
1996 -- $ -- 580,000 -- $2,393,000 $ --
Michael T. Felix .................... 1996(1) 29,840 $130,660.00 -- -- $ -- $ --
1996 110,900 $532,157.62 29,840 -- $ 99,550 $ --
John R. Hindman ..................... 1996(1) -- $ -- 142,740 88,000 $ 295,536 $13,500
1996 -- $ -- 134,740 96,000 $ 411,119 $45,000
Alan Donahue ........................ 1996(1) -- $ -- -- -- $ -- $ --
1996 -- $ -- 20,000 80,000 $ -- $ --
</TABLE>
(1) In September, 1996, the Board of Directors voted to change the
Company's fiscal year from a year ending August 31 to a
calendar year. For the purposes of the Option/SAR Grants
table, "1996" refers to the fiscal year ended August 31, 1996
and "1996(1)" refers to the four months ended December
31,1996.
(2) Difference between the fair market value of the underlying
Common Stock and the exercise price, for in-the-money options,
on August 31, 1996 and December 31, 1996.
On October 25, 1996, Russell I. Pillar resigned as the Company's
President and Chief Executive Officer. On December 10, 1996, Mr. Pillar resigned
from the Company's Board of Directors. In connection with his resignation, Mr.
Pillar received the following: (i) severance of $230,000 payable in quarterly
increments; (ii) six-month consulting agreement payable $19,167 per month
commencing December, 1996; (iii) payment of accrued and unpaid vacation of
$17,692; (iv) immediate vesting of restricted stock grants; and (v) relocation
expense reimbursement not to exceed $6,000.
COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Benefits Committee of the Board of Directors (the
"Committee") is responsible for reviewing and approving the compensation
arrangements for each of the Company's executive officers and the individual
managers reporting directly to the CEO and for granting of options to purchase
shares of Common Stock under the Company's Employee Stock Option and Restricted
Stock Plan. The goal of the Committee is to maintain executive compensation
programs and
8
<PAGE> 12
policies which enable the Company to attract and retain the services of
highly-qualified executives. Awards of incentive compensation in the form of
discretionary cash bonuses and periodic grants of stock options and/or
restricted stock grants are designed to reward and incent individual initiative
and achievement.
SALARY
In 1992 the Company undertook to establish a salary program in
connection with William M. Mercer, Inc., a compensation consulting firm. They
reviewed the salary practices of various industry groups in the local Tampa/St.
Petersburg market, the southeastern region, and nationally. In addition, in July
1995, the Committee updated such study with additional work by Pearl Meyer
Associates, which explored industry comparables in depth. Based on these
studies, the Company established a salary grade matrix which includes matrices
for merit and promotional increases which were set at the median compensation
amounts identified in the study. Salaries paid to Executive Officers are based
upon the Committee's subjective assessment of the nature of the position,
individual and corporate performance, individual experience and expertise,
attainment of specific performance-related targets, and Company tenure of the
executive. All salary recommendations of the individuals reporting directly to
the CEO are presented by the CEO to the Committee, which is responsible for
approving or disapproving those recommendations.
INCENTIVE BONUS
Near the beginning of each fiscal year, the Board asks the CEO to
submit to the Committee a strategic and tactical plan for the coming fiscal
year. Following each fiscal year, the CEO develops individual bonus
recommendations for executives based upon the CEO's evaluation of each
executive's contribution to the Company. No specific formula is used; however,
the CEO and the Committee review factors which may include achieving specific
objectives developed by the executive and the CEO relating to achievement of
budgeted goals of revenue, profitability, new product development, cost
containment, new customer development, and other similar factors. Such factors
are linked to specific performance related targets and given specific weight.
In January 1996, the Committee adopted a bonus plan for fiscal year
linking targeted bonus amounts, determined as a percentage (ranging from 30% to
100%) of base salary, to the achievement of certain corporate objectives with a
portion of each executive's targeted bonus allocable to achievement of the
specific objectives. For the year ended August 31, 1996, these objectives
included the achievement of certain financial, tactical and strategic goals
including targeted revenue growth, increased cash flow and net income, new
product development and improved realization on marketing efforts. Certain of
such goals were achieved by the Company in fiscal 1996; however, due to the
Company's failure to meet a number of financial goals, the Committee declined to
award bonuses associated with those goals and reduced by approximately 50% the
targeted bonuses payable under the Company's incentive bonus program for all
other goals. The Committee determined on a subjective basis to increase or
decrease the bonus amounts paid with respect to the goals achieved by the
Company and in certain cases no bonuses were granted.
STOCK OPTIONS AND RESTRICTED STOCK
The Committee is authorized to grant incentive and non-qualified stock
options, as well as shares of restricted stock, to key employees of the Company,
including executives. Such grants are intended to provide additional long-term
incentive to key employees. No specific formula is used to determine grants made
to any particular person (including executives); however, grants are based
generally on factors such as the length of employment, promotion, contribution
toward Company performance, and expected contribution toward meeting long-term
strategic goals of the Company, together with a review of outstanding options or
restricted stock grants. The Company has adopted guidelines regarding
appropriate stock option grants for employees. Option grants typically vest over
a five-year period and expire at the end of ten years. The number of stock
options granted during the year ended August 31, 1996 to executive officers
other than the Chief Executive Officer was based upon the recommendation of the
Chief Executive Officer's subjective evaluation of the contribution of such
officers to the Company during the fiscal year. The number of stock options
granted during the year ended August 31, 1996 to the Chief Executive Officer was
based on the recommendation of the Compensation Committee after consideration of
the Chief Executive Officer's base salary and the Compensation Committee's
subjective evaluation of the contribution of the Chief Executive Officer to the
Company during the fiscal year. During fiscal 1996, Russell I. Pillar, former
Chief Executive Officer ("Former CEO"), was granted 15,686 shares of restricted
stock. Additionally John R. Hindman and Michael T. Felix were each granted 5,882
shares of restricted stock.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Compensation of Russell I. Pillar, (the "Former CEO") was determined
based on negotiations by the Former CEO and the Compensation Committee and
ratified by the Board of Directors. The Chairman of the Board and the
Compensation Committee considered the compensation studies, among other
factors, as a basis for determining the Former CEO's compensation
9
<PAGE> 13
package. The Former CEO was also eligible for the payment of a discretionary
annual bonus for achieving revenue and other performance criteria.
For fiscal 1996, the Former CEO was paid a bonus at a reduced level
consistent with the methodology described above in an amount equal to
approximately 15% of his base salary. The Committee determined that while the
Company achieved certain financial, strategic and tactical goals identified for
the fiscal year, the overall performance of the Company did not warrant the
payment of the Former CEO's targeted bonus amount of 100% of base salary. (No
options were granted to the Former CEO during fiscal 1996.) Following the end of
the fiscal year, Mr. Pillar resigned as CEO of the Company and Willem Huisman
was named the Current Chief Executive Officer ("Current CEO"). For fiscal 1996,
the Current CEO's compensation was determined in a manner similar to that of the
Former CEO. During fiscal 1996, the Current CEO was granted 100,000 options to
purchase the Company's Common Stock at an exercise price of $7.75 per share.
Additionally, during the four months ended December 31, 1996, the Current CEO
was granted 125,000 options to purchase the Company's Common Stock at an
exercise price of between $5.50 and $7.75 per share. No restricted stock was
granted to the Current CEO during the year ended August 31, 1996 and the four
months ended December 31, 1996.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue code, enacted in 1993, generally
disallows tax deduction to public companies for compensation over $1 million
paid to the corporation's Chief Executive Officer and four other most highly
compensated Executive Officers. Qualifying performance-based compensation will
not be subject to the deduction limit if certain requirements are met. The
Compensation Committee intends to consider the provisions of Section 162(m) in
connection with the performance-based portion of the compensation of its
executives (which currently consists of stock option grants, restricted stock
grants, and annual bonuses described above); however, the Committee does not
necessarily intend to structure compensation to its executives to avoid
disallowance of any tax deductions in the future in light of the Company's
current net operating losses and the necessity to meet all of the requirements
imposed by Section 162(m) and the proposed regulations thereunder for
compensation fully to be deductible for federal income tax purposes.
Members of the Compensation and Benefits Committee
Kwang-I Yu, Chairman
Hector Alcalde
Ian M. Dalziel
STOCK PERFORMANCE GRAPH
The following graph compares the Company's cumulative stockholder
return on its Common Stock since its spin-off from Home Shopping Network, Inc.,
on July 31, 1992, through December 31, 1996, with the return on the NASDAQ
Market Index and the NASDAQ Computer Index. To date, no dividends have been paid
with respect to the capital stock of the Company.
(GRAPH)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
7/31/92 8/31/92 8/31/93 8/31/94 8/31/95 8/31/96 12/31/96
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Precision Systems, Inc. $100.00 $ 35.00 $215.00 $122.50 $285.00 $245.00 $200.00
NASDAQ Stock Index $100.00 $ 96.94 $127.89 $133.11 $179.26 $202.13 $231.15
NASDAQ Computer Index $100.00 $ 96.06 $110.51 $115.18 $202.26 $241.54 $273.03
-----------------------------------------------------------------------------------------------
</TABLE>
Assumes $100 invested at the close of trading on July 31, 1992.
The stock price performance information shall not be deemed
incorporated by reference by any general statement incorporating this proxy into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
information by reference and shall not otherwise be deemed filed under such
acts.
10
<PAGE> 14
PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
ELECTION OF DIRECTORS
(ITEM I)
The Directors are elected annually by the stockholders of the Company
to hold office until the next Annual Meeting of Stockholders or until their
respective successors have been elected. It is intended that proxies granted by
stockholders in the form enclosed will be voted, unless otherwise directed, in
favor of electing the following persons as Directors: Willem Huisman, Kwang-I
Yu, Hector Alcalde, Bert Kolde, Ian M. Dalziel and Francis R. Santangelo. In the
event any nominee named herein for election as a Director at the Annual Meeting
is not available or willing to serve when the election occurs, proxies in the
accompanying form may be voted for a substitute as well as for the other persons
named herein. All of the nominees, with the exception of Mr. Dalziel, Mr.
Huisman, and Mr. Santangelo, were elected by the shareholders at the Company's
last Annual Meeting to serve as Directors of the Company until the Annual
Meeting for fiscal year 1996 or until their successors were elected. Mr.
Dalziel was appointed a Director by the Board of Directors on June 13, 1996, Mr.
Huisman and Mr. Santangelo were appointed Directors by the Board of Directors on
January 30, 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE ELECTION OF THE SIX INDIVIDUALS NAMED ABOVE.
OTHER MATTERS
The Board of Directors knows of no other matters which are likely to be
presented for action at the Annual Meeting. If any matters properly come before
the meeting, however, Steven H. Grant, Secretary of the Company and Willem
Huisman President and Chief Executive Officer, and the proxy agents named in the
enclosed proxy, will vote on such matters in accordance with their best
judgment.
Any proposal which a stockholder intends to present at the Annual
Meeting of Stockholders for fiscal 1997 must be received by the Company by
January 10, 1998, in order to be considered for inclusion in the proxy statement
and form of proxy relating to such meeting.
By the Order of the Board of Directors,
/s/ Steven H. Grant
Steven H. Grant
Secretary
April 15, 1997
St. Petersburg, Florida
11
<PAGE> 15
APPENDIX
PRECISION SYSTEMS, INC.
Revocable Proxy for
May 16, 1997 Meeting of Shareholders
Common Stock
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PRECISION SYSTEMS, INC.
The undersigned hereby appoints Steven H. Grant, Secretary of Precision
Systems, Inc. and Willem Huisman, President and CEO of Precision Systems, Inc.
(the "Company"), proxy with full power of substitution, to vote all shares of
Common Stock the undersigned is entitled to vote at the Meeting of Shareholders
of the Company to be held at The Summit Conference Center, ICOT Center, 13575
58th Street North, Clearwater, Florida 34620, at 2:00 p.m. Eastern Time on May
16, 1997, or at any adjournment thereof, as follows, hereby revoking any proxy
previously given.
1. Election of Directors
[ ] FOR the nominees listed below (except [ ] WITHHOLD AUTHORITY
as marked to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line though the nominee named in the list below.)
Willem Huisman Kwang-I Yu Ian M. Dalziel Hector Alcalde
Bert Kolde Francis R. Santangelo
2. To act upon, as determined in the best judgement of the Secretary and the
President and CEO of the Company who will serve as proxy agents, such
other matters as may properly come before the annual meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on other side)
(Continued from other side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2
Shares represented by this proxy will be voted as directed by the
shareholder. If no direction is supplied, the proxy will be voted "FOR"
proposals 1 and 2.
All as set out in the Notice and Proxy Statement relating to the meeting,
receipt of which is hereby acknowledged.
Dated, _____________________ 19_________
________________________________________
Signature
________________________________________
Signature
(Please sign exactly as name appears at
left. If stock is owned by more than one
person, all owners should sign. Persons
signing as executors, administrators,
trustees or in similar capacities should
so indicate.)
Votes MUST be indicated [X] in
Black or Blue Ink.
