UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
LASER TECHNOLOGY, INC.
(Name of Registrant as Specified in its Charter)
H. Deworth Williams and J. Rockwell Smith,
on behalf of Laser Technology, Inc. Independent Shareholders Committee.
(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)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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(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>
LASER TECHNOLOGY, INC. INDEPENDENT
SHAREHOLDERS COMMITTEE
56 West 400 South, #220
Salt Lake City, UT 84101
February 23, 2000
THE SHAREHOLDERS OF
LASER TECHNOLOGY, INC.
Dear Shareholders:
Members of the Laser Technology, Inc. Independent Shareholders Committee
(the "Committee") beneficially own approximately 16% of the issued and
outstanding shares of common stock of Laser Technology, Inc. (the "Company").
The Committee has been formed by H. Deworth Williams, an acting director of
the Company, and others, to attempt to create a new Board of Directors that
will act in the best interests of the Company's shareholders.
In the past year, the Company appointed four new individuals to its Board
of Directors. This came at a very difficult time for the Company. While we
feel that some changes were necessary to address the problems the Company was
experiencing, it has also become apparent to us that, as a result of these
changes, the Board of Directors as currently comprised lacks much-needed
experience in the areas of public markets, investment banking, merger and
acquisition strategy and finance. Recognizing that these are critical areas
for the Company, the Committee undertook efforts to locate two alternative
directors that could provide the Company with the experience we feel is needed
in the Company at the present time.
As a result of these efforts, the Committee has identified two individuals
- - Nicholas J. Cooney, Esq., and William P. Behrens, as nominees for election
to the Board of Directors. The Committee believes these individuals, who have
a wealth of experience in the corporate finance and investment banking areas,
will bring to the Company the expertise and experience that it needs at this
critical stage, and assist the Company as it explores new growth
opportunities.
The Committee is proposing the following:
1) The nomination of Messrs. Cooney and Behrens as directors of the
Company, to replace Edwin Phelps and Stephen Bamberger, incumbent directors
and nominees of the Company, for election as directors at the Company's Annual
Meeting; and
2) The re-election of Blair Zykan, Brian Abeel, Jeremy G. Dunne and H.
Deworth Williams, as directors of the Company.
Messrs. Cooney and Behrens are eminently qualified to provide much-needed
leadership and experience to the Board of Directors. Mr. Behrens is currently
the Chief Executive Officer of Investec Ernst & Company, where he has held
several key positions since 1965. He has also
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The Shareholders of
Laser Technologies
February 23, 2000
Page 2
held numerous positions within the securities industry and currently serves
as an American Stock Exchange Official. Mr. Cooney has forty years experience
practicing law with an emphasis in corporate finance and carries a broad
investment banking background. Mr. Cooney also was associated with
Knickerbocker Securities, Inc., from 1994 to 1999. Knickerbocker was the
underwriter of the Company's $7 million public offering in 1993.
The Committee believes that the securities, investment banking experience
and legal expertise of Messrs. Cooney and Behrens is vital to the Company's
Board of Directors as the Company enters its next growth stage and works to
increase shareholder value. We respectfully request that you give careful
consideration to the qualifications of these candidates.
Also, the Committee has recently learned of disturbing information about
Edwin Phelps, presently the Chairman of the Board of Directors and a director
of the Company. Mr. Phelps is a nominee for director on the current Board of
Directors' slate. The Company's Proxy Statement dated January 20, 2000
discloses Mr. Phelps' ownership and service as Chief Executive Officer of
Phelps Engineered Plastics, successor company to Norfield Corporation, as his
sole current employment and most meaningful qualification for election to the
Board of Directors. It is disturbing that the Company's Proxy Statement fails
to disclose that Norfield Corporation filed a voluntary petition for
bankruptcy under Chapter 11 of the Federal Bankruptcy Code in June, 1996 while
Mr. Phelps was President and Chief Executive Officer thereof. This omission
not only deprived shareholders of important information but was a clear
violation of the disclosure requirements of the Securities and Exchange
Commission, and calls into serious question Mr. Phelps' ability to direct the
Company's future.
Walter R. Keay has been working very closely with the Committee in
presenting a new slate of directors. He is President of Knickerbocker
Capital, Inc., an investment banking consulting firm, and was also President
of Knickerbocker Securities, Inc., the Company's underwriter in its 1993
public offering. Mr. Keay has known Messrs. Cooney and Behrens for many
years, and the nomination of Messrs. Cooney and Behrens is upon his
recommendation. He has been advising some of the shareholders as to their
concerns in strengthening the Company in the areas of public market exposure,
financial expertise, Wall Street guidance and improving relationships with the
American Stock Exchange. If the Committee is successful, Mr. Keay has
indicated a willingness to continue in an advisory capacity with the Company.
After careful consideration of the accompanying proxy materials, we trust
that you will agree with us that the addition of Messrs. Cooney and Behrens to
the Board of Directors, is in the best interest of the Company and its
shareholders. We ask that you vote for the Committees nominees by signing,
dating and mailing or faxing ((801) 277-3147) the enclosed blue proxy as soon
as possible.
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The Shareholders of
Laser Technologies
February 23, 2000
Page 3
If you have any questions regarding the Committee's proposal, please feel
free to call me at (801) 322-3401.
Sincerely yours,
/s/ H. Deworth Williams
H. Deworth Williams
Chairman, Laser Technology, Inc.
Independent Shareholders Committee
J. Rockwell Smith
Edward F. Cowle
Josephine Juliano
Tonya Wheeler
Walter R. Keay,
Committee Members
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LASER TECHNOLOGY, INC.
INDEPENDENT SHAREHOLDERS COMMITTEE
56 West 400 South, #220
Salt Lake City, UT 84101
PROXY STATEMENT
PROPOSAL FOR A NEW SLATE OF DIRECTORS
IN OPPOSITION TO THE LASER TECHNOLOGY, INC.
BOARD OF DIRECTORS SLATE
2000 ANNUAL SHAREHOLDERS MEETING
February 23, 2000
This statement is furnished in connection with the solicitation of
proxies by H. Deworth Williams, J. Rockwell Smith, and their associates
(hereinafter referred to as the "Laser Technology Independent Committee" or
the "Committee"), to elect its nominated slate of directors at the annual
meeting of shareholders (the "Annual Meeting") of Laser Technology, Inc. (the
"Company"), to be held on March 16, 2000, at 10:00 a.m., local time, at the
offices of the Company, 7070 South Tucson Way, Englewood, Colorado 80112. For
more specific information as to the Committees plans, the identities of the
Committee members, their share ownership, and other related information, see
"COMMITTEE MEMBERS AND PLANS OF THE COMMITTEE."
The proxies solicited herein are to be voted at the Annual Meeting or
at any adjournment or postponement thereof.
The Chairman of the Committee, H. Deworth Williams, may be contacted at
(801) 322-3401. This statement, a letter to stockholders and the enclosed
proxy card, are first being mailed on or about February 23, 2000, to all
stockholders of record on January 18, 2000 (the "Record Date"), which is the
date set by current management for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting. The current management of the
Company has not assisted the Committee in any way in preparing this proxy
statement.
THE PROXY ENCLOSED WITH THIS STATEMENT IS SOLICITED BY THE LASER
TECHNOLOGY, INC. INDEPENDENT COMMITTEE FOR A NEW SLATE OF DIRECTORS OF THE
COMPANY.
________________________________________________________________________
ONLY YOUR LATEST PROXY COUNTS. EVEN IF YOU HAVE ALREADY SIGNED A PROXY CARD
SENT TO YOU BY THE CURRENT MANAGEMENT, YOU MAY REVOKE SUCH PROXY BY SIGNING,
DATING AND RETURNING THE ENCLOSED BLUE PROXY.
__________________________________________________________________________
DO NOT DELAY DELIVERY OF THE ENCLOSED BLUE PROXY. PLEASE MAIL OR FAX YOUR
PROXY TO INTERWEST TRANSFER COMPANY, INC., 1981 EAST MURRAY-HOLLADAY ROAD,
HOLLADAY, UT 84117, FAX NO.: (801) 277-3147, AS SOON AS POSSIBLE.
<PAGE>
BACKGROUND AND REASONS FOR SOLICITATION
In the past year, during a very challenging and difficult period for the
Company, four individuals - Edwin Phelps, Blair Zykan, Brian Abeel and Stephen
Bamberger, were added to the Board of Directors of the Company. While these
changes in management were believed to be necessary at the time and in the
circumstances, it has become apparent to members of the Committee that the
Board of Directors of the Company lacks much-needed experience in the areas of
public markets, investment banking, finance, and growth and acquisitions.
Because the Committee believes these areas are critical to the Company over
the next year in developing growth and financing strategies, and creating
shareholder value, the Committee decided that it was vital to the Company to
secure the participation on the Board of Directors of new individuals who
could offer critical experience in these areas.
Consequently, the Committee determined that it is in the Company's best
interest to nominate two new individuals, Nicholas J. Cooney, Esq., and
William P. Behrens, to serve on the Board of Directors with four incumbent
directors, Blair Zykan, Brian Abeel, Jeremy G. Dunne, and H. Deworth Williams,
Chairman of the Committee. Messrs. Cooney and Behrens have been nominated to
replace Edwin Phelps and Stephen Bamberger, nominees of the Company, as board
members.
The Committee believes that Messrs. Cooney and Behrens have a wealth of
experience and expertise in the areas in which the Company needs assistance -
investment banking, finance, and mergers and acquisitions. Mr. Cooney has
forty (40) years of experience practicing law, with a broad background in
corporate finance and investment banking. Mr. Behrens has been in the
securities industry since 1965, with Investec Ernst & Company. (See "ELECTION
OF DIRECTORS.")
The Committee believes that the combined experience of Messrs. Cooney
and Behrens is needed at this time to strengthen the Board of Directors, as
the Company explores growth strategies and seeks to create shareholder value.
Also, the Committee has recently learned of disturbing information about
Edwin Phelps, presently the Chairman of the Board of Directors and a director
of the Company. Mr. Phelps is a nominee for director on the current Board of
Directors' slate. The Company's Proxy Statement dated January 20, 2000
discloses Mr. Phelps' ownership and service as Chief Executive Officer of
Phelps Engineered Plastics, successor company to Norfield Corporation, as his
sole current employment and most meaningful qualification for election to the
Board of Directors. It is disturbing that the Company's Proxy Statement fails
to disclose that Norfield Corporation filed a voluntary petition for
bankruptcy under Chapter 11 of the Federal Bankruptcy Code in June, 1996 while
Mr. Phelps was principal thereof. This omission not only deprived
shareholders of important information but was a clear violation of the
disclosure requirements of the Securities and Exchange Commission and calls
into serious question Mr. Phelps' ability to direct the Company's future.
The Committee is not proposing any other matters to be considered by the
stockholders.
<PAGE>
ELECTION OF DIRECTORS
The Company has disclosed that the stockholders will be asked to fill a
total of six directorships at the Annual Meeting of Stockholders. The
Committee proposes to elect six directors at the Annual Meeting of the
Stockholders, each to hold office until the next annual meeting of the
stockholders or until his or her successor has been duly elected and
qualified.
The Committee has proposed four of the current nominees of the Company as
directors - Blair Zykan, Brian Abeel, Jeremy G. Dunne and H. Deworth Williams,
and has proposed the election of Nicholas J. Cooney, Esq., and William P.
Behrens, to replace Edwin Phelps and Stephen Bamberger as directors.
The new nominees, Nicholas J. Cooney and William P. Behrens, have each
agreed to serve as a director if elected. According to the Company's Proxy
Statement dated January 20, 2000 (the "Company's Proxy Statement"), the four
remaining board members, Messrs. Zykan, Abeel, Dunne and Williams, Company
nominees, have previously indicated their willingness to be re-elected as
directors. Messrs. Cooney, Behrens and Williams have agreed to serve as
directors, and the Committee has no reason to believe that Messrs. Zykan,
Abeel and Dunne will be unable or will decline to serve as directors.
All information in this Proxy Statement with respect to Messrs. Zykan,
Abeel and Dunne, and their shareholdings, and certain other information, is
taken from the Company's Proxy Statement. The Committee makes no
representations as to the accuracy of information in this Proxy Statement that
is taken from the Company's Proxy Statement.
As indicated above, the following persons are being nominated by the
Committee for election to the Company's Board of Directors:
Nominees of the Committee for Election to the Board of Directors
---------------------------------------------------------------
Nominee Age Director Since Position(s) with the Company
- --------- ---- -------------- ----------------------------
Blair Zykan(1) 39 1999 President, Chief Executive
Officer and Director
Brian Abeel(1) 41 1999 Executive Vice President,
Chief Financial Officer,
Secretary and Director
Jeremy G. Dunne(1) 42 1986 Vice President and Director
H. Deworth Williams(1) 64 1994 Director
Nicholas J. Cooney(2) 64 Not Applicable None
William P. Behrens(2) 61 Not Applicable None
________________
<PAGE> 3
(1) These individuals currently serve as members of the Company's Board of
Directors, and have also been nominated by the Company for re-election at the
Annual Meeting.
(2) Messrs. Cooney and Behrens have been nominated by the Committee to
replace Edwin Phelps and Stephen Bamberger, current board members of the
Company. Messrs. Phelps and Bamberger have been nominated by the Company for
election as board members at the Annual Meeting.
None of the nominees or their associates has any arrangement or
understanding with any person respecting future employment by or transactions
with the Company or its affiliates, other than their agreement to serve as
directors, if elected.
None of the nominees is or has been a party within the past year to any
contract, arrangement or understanding with any person with respect to any
securities of the Company.
Business Experience of Directors and Nominees
---------------------------------------------
Set forth below is certain biographical information regarding each
nominee:
Blair Zykan. Mr. Zykan has been with the Company since March of 1993.
From 1993 to 1998, Mr. Zykan served as Vice President of Sales and Marketing,
responsible for North America before adding global responsibility for the
Company's Survey and Mapping products in 1996. In August 1998, Mr. Zykan was
promoted as the Company's Chief Operating Officer. On February 24, 1999, Mr.
Zykan filled the vacancy created by the resignation of David Williams as
President and Chief Executive Officer. From 1983 to 1993, Mr. Zykan served in
a variety of sales and sales management positions with Armstrong World
Industries, a global manufacturer of interior finishing products. Mr. Zykan is
a 1983 graduate of Franklin & Marshall College with a B.A. in Economics.
Brian Abeel. Mr. Abeel joined the Company on November 29, 1999 as
Executive Vice President and Chief Financial Officer. He has served on the
Board of Directors of the Company since February 23, 1999. Immediately prior
to joining the Company he was Co-President of Spectra Lux Corporation, a
leading manufacturer of edge-lighted displays for commercial and military
aircraft applications. He currently serves on the boards of Spectra Lux
Corporation, Aviosupport, Inc., a spares aftermarket distributor to the
world's airlines, and is a founding shareholder and board member of Avio
Corporation, a holding company for both organizations. From 1988 to 1989, Mr.
Abeel served as Vice President, Finance of AmeriFresh, a division of Food
Services of America. Mr. Abeel holds a B.A. degree in business administration
from the University of Washington and in 1984 passed his CPA exam.
Jeremy G. Dunne. Mr. Dunne has been employed by the Company since 1986.
From 1981 to 1986, Mr. Dunne was a chief engineer for Hydrographic Services,
International in Southbrough Kent, England, a company that performs software
and system design for the hydrographic surveying industry. From 1980 to 1981,
Mr. Dunne was an electrical engineering technician with Plessy Marine, Ltd. in
Ilford Essex, England, a manufacturer of electronic
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<PAGE>
instrumentation. Mr. Dunne earned a B.A. Degree in Electrical Engineering
from the University of Cambridge, Cambridge, England.
H. Deworth Williams. Mr. Williams is the owner of Williams Investment
Company and has been a financial consultant for more than twenty years. During
this time, Mr. Williams has been instrumental in facilitating and completing
several mergers, acquisitions, business consolidations and underwritings. Mr.
Williams is the Chairman of the Committee. Mr. Williams is the brother of
the Company's former President, David Williams.
Nicholas J. Cooney. Mr. Cooney has been principally self-employed in
three areas for several years - as an attorney, concentrating in corporate and
finance; as a professional arbitrator and mediator; and as an investment
banker. Since 1982, Mr. Cooney has been engaged as a sole proprietor in the
practice of law in the State of New York, where he was licensed to practice
law in 1960. From 1994 to 1999, Mr. Cooney was affiliated as an investment
banking executive with Knickerbocker Securities, Inc., a small investment
banking firm in New York City. Mr. Cooney was involved for a period of over
25 years in the legal affairs of three major corporations - Kidde, Inc.,
formerly known as Walter Kidde & Co., Inc., as a consultant (1982-1988);
Ingersoll-Rand Company (1971-1982), where as assistant company counsel, he was
responsible for the legal matters of two groups having in excess of $500
million in annual sales; and American Express Company, as a staff attorney
(1962-1971). Prior to his corporate affiliations, Mr. Cooney was associated
with the Wall Street law firm of Lowenstein, Pitcher, Hotchkiss, Amman & Parr
(now merged under the name Whitman Breed Abbott & Morgan) (1961-1962). Since
1994, Mr. Cooney has served as a contract arbitrator for the Building Service
Industry in the New York City area. Mr. Cooney is an active arbitrator for
the Commercial Panel of the American Arbitration Association. Mr. Cooney
received his juris doctorate degree from Fordham University School of Law in
1960, and his bachelor of science degree from Fordham College in 1957. Mr.
Cooney has no prior association with the Company, and does not own any shares,
of record or beneficially, of the Company. Mr. Cooney's business address is
116 Central Park South, New York, New York 10019.
William P. Behrens. Mr. Behrens has been employed by Ernst & Company
since 1965, where he has served in several key positions, including Chief
Executive Officer (1998 to present); Chairman of the Board of Investec Ernst &
Company International Brokerage Ltd. (1990); Senior Managing Director and CEO
(1989); and General Manager (1971). Mr. Behrens has been a partner of
Investec Ernst & Company since 1975, and was appointed to the Executive
Committee in 1980. Since 1999, he has served as Chief Executive Officer of
Investec Ernst & Company. Mr. Behrens has been actively involved in the
securities industry for his entire professional life, and has served in
numerous professional capacities, including positions as a member of the
American Stock Exchange Nominating Committee (1997-1999); a member of the
Nominating Committee of the National Securities Clearing Corp. (NSCC)
(1993-1994); a member of the Board of Directors of NSCC (1988-1991); a member
of the American Stock Exchange Nominating Committee (1987-1988); an American
Stock Exchange Official (1985-present); Vice-Chairman of the Board of Options
Clearing Corporation (1985-1986); a director of Options Clearing Corporation
(1981-1984); Chairman of the Securities Industry Association, Operations
Committee (1981-1983), and Vice Chairman of the National Association of
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<PAGE>
Securities Dealers, Inc., District #10, Business Conduct Committee
(currently). Mr. Behrens graduated from Bernard Baruch College - City
University of New York. Mr. Behrens has no prior association with the
Company, and does not own, of record or beneficially, any shares of the
Company. Mr. Behrens business address is 1 Battery Park Plaza, New York, New
York 10004.
The Committee recommends that the shareholders vote FOR the election of
each of the Committees nominees named above.
INFORMATION REGARDING THE BOARD OF DIRECTORS
AND COMMITTEES
All directors hold office until the next annual meeting of shareholders
and until their successors have been duly elected and qualified. The Company
compensates its non-employee directors for service on the Board of Directors
or any committee thereof through an annual retainer of $10,000 plus $2,000 for
each meeting attended in person and $500 for each meeting attended
telephonically. Directors are also eligible to receive grants of options
under the Company's incentive plans. Any non-employee director of the Company
is reimbursed for expenses incurred for attendance at meetings of the Board of
Directors and any committee of the Board of Directors. Each executive officer
of the Company serves at the discretion of the Board of Directors.
The Board of Directors has established two committees and retains the
authority to establish additional committees from time to time. For
information regarding meetings of the Board of Directors and committees of the
Company during the last fiscal year, and the Company's Audit Committee and
Compensation Committee, reference is made to the Company's Proxy Statement,
under "ITEM 1. ELECTION OF DIRECTORS: Information Regarding the Board of
Directors and Committees," page 3.
During the fiscal year ended September 30, 1999, the Company experienced
a number of changes in management. In January, 1999, Richard B. Sayford, F.
James Lynch and William R. Carr, the members of a Special Committee
established by the Company, in October, 1998, to independently review the
Company's accounting records and irregularities relating to the Company's
accounting records, resigned as directors of the Company. On February 19,
1999, David Williams and Pamela Sevy resigned as President and Chief Executive
Officer, and Chief Financial Officer, respectively, of the Company. Effective
February 23, 1999, Blair Zykan was appointed as the Company's new President
and Chief Executive Officer, and Brian Abeel was appointed as a member of the
Board of Directors. Mr. Abeel was appointed as Executive Vice President and
Chief Financial Officer on November 29, 1999. On March 11, 1999, the Board of
Directors appointed Edwin Phelps to fill one of the vacancies on the Board of
Directors from the resignations of the previous directors, described above.
For additional information regarding changes in management, reference is made
to the Company's Proxy Statement under "ITEM 1. ELECTION OF DIRECTORS:
Information Regarding the Board of Directors and Committees," pages 2-5.
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<PAGE>
EXECUTIVE COMPENSATION AND COMPENSATION PLANS
For information regarding all cash and non-cash compensation during each of
the last three fiscal years with respect to the Company's executive officers;
employment agreements and compensation plans involving executive officers of
the Company; and certain relationships and related transactions, reference is
made to the Company's Proxy Statement under "EXECUTIVE COMPENSATION," pages
5-7.
PERFORMANCE GRAPH
For information regarding cumulative total shareholder returns for the Company
as compared with the S&P 500 Stock Index and a group of peer issuers,
reference is made to the Company's Proxy Statement under "PERFORMANCE GRAPH,"
page 9.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
For information regarding compliance with the reporting requirements
under Section 16(a) of the Securities Exchange Act of 1934, as amended, by
officers, directors and persons who own more than ten percent of the Company's
outstanding Common Stock, reference is made to the Company's Proxy Statement
under "EXECUTIVE COMPENSATION: Section 16(a) Beneficial Ownership Reporting
Compliance," page 7.
VOTING SECURITIES OUTSTANDING
According to the Company's Proxy Statement, as of the Record Date for the
Annual Meeting, the Company had 5,019,551 shares of the Company's common stock
(the "Common Stock"), issued and outstanding. The holders of the Common Stock
are entitled to one vote per share. The Company has no class of voting
securities outstanding other than the Common Stock. The Company does not
provide for cumulative voting. A majority of votes of the Stockholders
represented in person or by proxy is necessary to elect directors.
COMMITTEE MEMBERS AND PLANS OF THE COMMITTEE
The table below sets forth the name and business address of each member
of the Committee, or participant as such term is defined in Schedule 14A of
Regulation 14A; the number of shares of Common Stock of the Company owned of
record or beneficially by each member; and his or her principal employment or
occupation and the name, principal business and address of his or her
employer.
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<PAGE>
Principal Employment
Or Occupation and
Number of Shares Name, Principal Business and
Name and Business Address Owned Beneficially Address of Employer
- ------------------------- ------------------ -------------------
J. Rockwell Smith 25,000 Retired
P.O. Box 3303
Park City, UT 84060-3303
H. Deworth Williams(1)(2)(3) 579,007(1) Owner
56 West 400 South, #220 Williams Investment Company
Salt Lake City, UT 84101 (Investment and Corporate
Services)
56 West 400 South, #220
Salt Lake City, UT 84101
Edward F. Cowle(2) 198,000 Self-Employed
6 East 45th Street, 10th Floor Financial Public Relations
New York, NY 10017 and Investments
6 East 45th Street
10th Floor
New York, NY 10017
Josephine Juliano(3) 1,000 Employee
56 West 400 South, #220 Williams Investment Company(4)
Salt Lake City, UT 84101 56 West 400 South, #220
Salt Lake City, UT 84101
Tonya Wheeler(3) 0 Employee
56 West 400 South, #220 Williams Investment Company(4)
Salt Lake City, UT 84101 56 West 400 South, #220
Salt Lake City, UT 84101
Walter R. Keay 0 President and Sole Owner
P.O. Box 61 Knickerbocker Capital, Inc.
4593 New Hope Road (Investment Banking
Pineville, PA 18946 Consulting)
P.O. Box 61
4593 New Hope Road
Pineville, PA 18946
_________________________________
(1) All shares held by H. Deworth Williams and his wife, Alice V.
Williams, are aggregated and reflected as beneficially owned by Mr. Williams.
These shareholdings do not include options to purchase a total of 30,000
shares, which are exercisable by Mr. Williams within sixty days. (See
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"). Mr.
Williams is the brother of David Williams, former President of the Company.
(2) H. Deworth Williams and Edward F. Cowle are business partners and
associates in a number of business ventures.
8
<PAGE>
(3) As indicated, Josephine Juliano, Geoffrey Williams and Tonya
Wheeler are employed by Williams Investment Company, a proprietorship owned by
H. Deworth Williams. As indicated, Williams Investment Company is engaged in
various business investments and corporate services.
Schedule I attached hereto sets forth information with respect to
purchases and sales of the Company's securities by the members of the
Committee within the past two years.
The aggregate which the members of the Committee own beneficially is
803,007 shares or 16% of the Common Stock.
All of the shares held of record by the participants are owned
beneficially by such participants.
Over the past few weeks, Walter R. Keay has been working closely with
members of the Committee in attempting to select a suitable slate of
directors. Mr. Keay introduced the two new nominees of the Committee,
Nicholas J. Cooney, Esq., and William P. Behrens, to the Committee. Mr. Keay
is the president of Knickerbocker Capital, Inc., an investment banking
consulting firm, and was the President of Knickerbocker Securities, Inc., a
broker-dealer firm which acted as the underwriter of the Company's public
offering in 1993. Since November, 1999, Mr. Keay has been acting as an
advisor to H. Deworth Williams and other members, with regard to improving the
Company's investor relations, possible growth through acquisitions, and
alternative avenues of future financing. Since November, 1999, Mr. Williams
has compensated Mr. Keay at the rate of $6,000 per month for such advisory
services, or a total of $18,000. It is anticipated that Mr. Keay will receive
one additional payment of $6,000 prior to the Annual Meeting.
METHODS OF SOLICITATION
Proxies will be solicited by mail, telephone, telegraph, and in person.
Solicitations will be made by the Committees members. Except for Walter Keay,
discussed below, none of such persons will receive additional compensation for
proxy solicitation, but may be reimbursed by H. Deworth Williams for
out-of-pocket expenses. Committee members may also request banks, brokers and
other custodians, nominees and fiduciaries to forward proxy solicitation
material of the Committee to beneficial owners of the Company's stock, and who
will be reimbursed for reasonable out-of-pocket expenses in connection
therewith.
Since November, 1999, the Committee has utilized the advisory services of
Walter Keay in connection with the proxy solicitation and other shareholder
matters. Deworth Williams has agreed to compensate Mr. Keay at the rate of
$6,000 per month for such services. As of the date of this proxy statement, a
total of $18,000 has been paid to Mr. Keay for his advisory services. It is
anticipated that an additional $6,000 will be paid to Mr. Keay through the
date of the Annual Meeting.
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The costs of the solicitation will be borne initially by H. Deworth
Williams and Ed Cowle. The Committee will seek reimbursement from the
Company for costs and expenses incurred by it or its members in the
solicitation of proxies. The question of such reimbursement will be submitted
to a vote of the Company's stockholders. As of the date of this statement,
expenditures in connection with the solicitation efforts have been
approximately $55,000. Estimated total expenditures for solicitation,
including printing, legal, advisory and related expenses, are expected to be
approximately $85,000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of January 20, 2000, the number of
shares and the percentage ownership of record and/or beneficially owned by
each person who is the beneficial owner of more than 5% of the Company's
issued and outstanding Common Stock, by each person who serves as a director
of the Company, by all directors and executive officers as a group, by each
nominee of the Committee, and by all Committee nominees as a group.
The information set forth below with respect to current directors and
greater than 5% shareholders, is based on the information contained in the
Company's Proxy Statement.
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Number of Shares Beneficially Percent of
Name of Beneficial Owner Owned as of January 20, 2000 Common Stock(1)
- ------------------------ ----------------------------- ---------------
Principal Shareholders:
- -----------------------
H. Deworth Williams(4) 609,007 12.1%
Jeremy G. Dunne(2) 417,000 8.2%
David Williams(5) 388,686 7.6%
Plaza Resources Company(7) 356,250 6.6%
Present Directors:
- ------------------
Blair Zykan(3) 142,143 2.8%
H. Deworth Williams(4) 609,007 12.10%
Jeremy G. Dunne(2) 417,000 8.20%
Brian Abeel(6) 18,333 0.4%
Edwin Phelps 0 0.0%
Stephen Bamberger 0 0.0%
Current directors and
officers as a group (6
persons)(8): 1,186,483 22.6%
- ----------
Committee Nominees:
- ------------------
H. Deworth Williams(4) 609,007 12.1%
Jeremy G. Dunne(2) 417,000 8.2%
Blair Zykan(3) 142,143 2.8%
Brian Abeel(6) 18,333 0.4%
Nicholas J. Cooney 0 0.0%
William P. Behrens 0 0.0%
All Committee Nominees as
a Group (6 persons): 1,186,483 22.6%
- ---------------------
(1) Percentage ownership is calculated separately for each person on the
basis of the actual number of outstanding shares as of January 20, 2000 and
assumes the exercise of options held by such person (but not by anyone else)
exercisable within sixty days of the date of the Company's Proxy Statement.
(2) Includes 68,250 shares, which may be acquired by Mr. Dunne pursuant to
the exercise of stock options exercisable within sixty days of the date of the
Company's Proxy Statement.
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(3) Includes 126,000 shares, which may be acquired by Mr. Zykan pursuant
to the exercise of stock options exercisable within sixty days of the date of
the Company's Proxy Statement.
(4) Includes 30,000 shares, which may be acquired by Mr. Williams pursuant
to the exercise of stock options exercisable within sixty days of the date of
the Company's Proxy Statement. Deworth Williams is the brother of David
Williams.
(5) Includes 68,250 shares, which may be acquired by Mr. Williams pursuant
to the exercise of stock options exercisable within sixty days of the date of
the Company's Proxy Statement. David Williams is the brother of Deworth
Williams.
(6) Includes 10,000 shares, which may be acquired by Mr. Abeel pursuant to
the exercise of stock options exercisable within sixty days of the date of the
Company's Proxy Statement.
(7) Includes 356,250 shares issuable upon exercise of the Plaza Resources
Company Warrants. Plaza Resources Company is a wholly owned subsidiary of
GEICO Corporation.
(8) Includes 234,500 shares, which may be acquired by the Company's
officers or directors within sixty days pursuant to the exercise of stock
options at various prices.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
In the Company's Proxy Statement, the Board of Directors has proposed
the ratification of Jones, Jensen & Company ("JJ&C") as the Company's
independent auditors for the fiscal year ending September 30, 2000, and until
their successors are elected and qualified. The Committee recommends a vote
FOR ratification of JJ&C as the Company's independent auditors. For
additional information regarding this proposal, and the resignation of the
Company's previous independent auditors, reference is made to the Company's
Proxy Statement under "RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS,"
pages 9-10.
OTHER BUSINESS
The Committee has no knowledge of any other business to be brought before
the Annual Meeting. However, if any other matter is properly presented, it is
the intention of the persons named in the enclosed form of proxy to vote in
accordance with their judgment on such matter.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted by delivering to the Secretary
of the Company a written notice of revocation bearing a later date than the
proxy, by duly executing a subsequent proxy relating to the same shares, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy unless the
stockholder
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votes his or her shares of Common Stock in person at the Annual Meeting. Any
notice revoking a proxy should be sent to the Secretary of the Company, Brian
Abeel, at Laser Technology, Inc., 7070 S Tucson Way, Englewood, Colorado
80112. Proxies should be mailed or faxed to Interwest Transfer Company, Inc.,
1981 East Murray-Holladay Road, Holladay, UT 84117, Fax No. (801)
277-3147.
LASER TECHNOLOGY, INC.
SHAREHOLDERS INDEPENDENT COMMITTEE
/s/ H. Deworth Williams
------------------------------
Dated: February 23, 2000 H. Deworth Williams, Chairman
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SCHEDULE I
PURCHASE AND SALE OF SECURITIES OF COMPANY
BY PARTICIPANTS DURING PAST 2 YEARS
Number of Shares Date of Total Cost/
Name Bought (B)/Sold (S) Purchase/Sale Sales Price
- -------- ------------------- ---------------- ------------
1. H. Deworth Williams 4,700(B) 1/3/2000 $6,021.37
2,900(B) 12/31/1999 $3,912.37
4,000(B) 12/30/1999 $5,411.25
3,000(B) 12/30/1999 $4,063.00
1,200(B) 12/21/1999 $1,623.00
1,800(B) 12/21/1999 $2,214.50
5,000(B) 12/17/1999 $6,759.00
1,150(B) 12/17/1999 $1,313.25
3,000(B) 12/7/1999 $4,057.00
1,900(B) 12/6/1999 $2,572.00
1,200(B) 12/2/1999 $1,651.00
2. J. Rockwell Smith 1,000(B) 9/21/1999 $8,906.25
1,000(B) 3/25/1999 $4,500.00
1,000(B) 10/20/1998 $3,312.50
3,000(B) 10/13/1998 $3,062.50
6,000(B) 9/3/1998 $3,437.50
The other participants, Edward F. Cowle, Josephine Juliano, Tonya Wheeler,
and Walter R. Keay, have not purchased or sold securities of the Company
during the past two (2) years.
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LASER TECHNOLOGY, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE LASER TECHNOLOGY, INC.
INDEPENDENT SHAREHOLDERS COMMITTEE
The undersigned hereby appoints H. Deworth Williams and Edward F. Cowle,
as proxies, each with full power to appoint his substitute, and hereby
authorizes each of them to appear and vote as designated below, all shares of
Common Stock of Laser Technology, Inc. held on record by the undersigned on
January 18, 2000, at the Annual Meeting of Stockholders to be held on March
16, 2000, and any adjournments thereof.
1. The undersigned hereby directs this Proxy to be voted:
Election of directors:
FOR the election as directors of all or WITHHOLD AUTHORITY
nominees listed below (except as marked to to vote for all
the contrary below) nominees listed below
BLAIR ZYKAN JEREMY G. DUNNE H. DEWORTH WILLIAMS
BRIAN ABEEL NICHOLAS J. COONEY, ESQ. WILLIAM P. BEHRENS
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OF THE ABOVE LISTED
NOMINEES, PLEASE STRIKE A LINE THROUGH THAT INDIVIDUALS NAME.
2. In their discretion, the named proxies may vote on such other business
as may properly come before the Annual Meeting, or any adjournments or
postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ABOVE PROPOSAL.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDERS SPECIFICATIONS ABOVE.
Date:_____________________________
__________________________________
Signature of stockholder
__________________________________
Signature if held jointly
NOTE: Please mark, date, sign and return this Proxy, promptly using the
enclosed envelope, or faxing this Proxy to (801) 277-3147. When shares are
held by joint tenants, both should sign. If signing as attorney, executor,
administrator, trustee or guardian, please give full title. If a corporation
or partnership, please sign in corporate or partnership name by an authorized
person.
