SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exch
ange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to 240.14a-11(c) or 240.14a-12
RGB Computer & Video, Inc.
(Name of Registrant as Specified In Its Charter)
................................................................
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
.................................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
============================================================================
============================================================================
RGB COMPUTER & VIDEO, INC.
18245 S.E. Federal Highway
Tequesta, FL 33469
June 24, 1996
To Our Shareholders:
It is a pleasure to invite you to our 1996 Annual Meeting of
Shareholders to be held on Thursday, July 18, 1996 at 9:00 a.m.,
local time, at the Marriott Hotel, 4000 RCA Boulevard, Palm Beach
Gardens, Florida 33410. I hope you will attend.
The accompanying Notice of Annual Meeting and Proxy Statement
describe the business matters to be transacted. Time will be
made available for a discussion of these items as well as for
other questions about the business of the Company.
It is important that your shares be represented at the meeting,
whether or not you are personally able to attend. Accordingly,
please sign, date and mail the enclosed proxy card in the return
envelope as promptly as possible. Your cooperation in this
regard will be very much appreciated.
I look forward to seeing you at the meeting.
Sincerely yours,
Frank W. Brooks
Chairman of the Board
============================================================================
============================================================================
RGB COMPUTER & VIDEO, INC.
18245 S.E. Federal Highway
Tequesta, FL 33469
_____________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 18, 1996
__________________________
TO THE HOLDERS OF COMMON STOCK OF RGB COMPUTER & VIDEO, INC.:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Share
holders of RGB COMPUTER & VIDEO, INC., a Florida corporation (the
"Corporation"), will be held at the Marriott Hotel, 4000 RCA
Boulevard, Palm Beach Gardens, Florida 33410 on Thursday, July
18, 1996 at 9:00 a.m., local time, for the following purposes:
1. To consider and vote upon a proposal to amend the
Corporation's charter by approving Amended and Restated
Articles of Incorporation;
2. To elect a Board of Directors of six (6) members
effective upon filing of the Amended and Restated Ar
ticles of Incorporation;
3. To consider and vote upon a proposal to increase
to 500,000 the number of shares of Common Stock
reserved for issuance pursuant to the Corporation's
1993 Stock Plan;
4. To ratify the selection of Michaelson & Co., P.A.,
independent certified public accountants, to audit the
Corporation's 1996 fin-ancial statements; and
5. To act upon such other matters as may properly
come before the meeting or any postponements or
adjournments thereof.
All shareholders of the Corporation are cordially invited to
attend, although only shareholders of record at the close of busi
ness on June 21, 1996 shall be entitled to notice of and to vote
at the meeting or any postponements or adjournments thereof.
By Order of the Board of Directors
Cynthia T. Gilbert
Secretary
Tequesta, Florida
June 24, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. THIS IS IMPORTANT FOR
THE PURPOSE OF ENSURING A QUORUM AT THE MEETING.
============================================================================
============================================================================
1996 Annual Meeting of Shareholders
of
RGB Computer & Video, Inc.
_____________________________
PROXY STATEMENT
___________________________________
DATE, PLACE AND TIME OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors and management of RGB
Computer & Video, Inc., a Florida corporation (the "Company"), of
proxies for use at the 1996 Annual Meeting of Shareholders (the
"1996 Annual Meeting") to be held at the Marriott Hotel, 4000 RCA
Boulevard, Palm Beach Gardens, Florida 33410 on Thursday, July
18, 1996, at 9:00 a.m., local time, or at any and all postpone
ments or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting.
INFORMATION CONCERNING PROXY
This Proxy Statement, Notice of Annual Meeting and accompanying
proxy card are first being mailed to shareholders on or about
June 24, 1996.
Only shareholders of record at the close of business on June 21,
1996 (the "Record Date") will be entitled to notice of and to
vote the shares of common stock of the Company ("Common Stock")
held by them on such date at the 1996 Annual Meeting or any and
all postponements or adjournments thereof. On June 21, 1996,
5,522,057 shares of Common Stock were outstanding and entitled to
vote at the 1996 Annual Meeting. Each share of Common Stock
entitles the holder thereof to cast one vote on each matter to
be voted upon at the 1996 Annual Meeting.
If the accompanying proxy card is properly signed and returned to
the Company and not revoked, it will be voted in accordance with
the instructions contained therein. Unless contrary instructions
are given, the persons designated as proxy holders in the accom
panying proxy card will vote FOR the Board of Directors' nominees
as directors, and as recommended by the Board of Directors with
regard to all other matters as may properly come before the 1996
Annual Meeting or, if no such recommendation is given, in their
own discretion. Each such proxy granted may be revoked by the
shareholder giving such proxy at any time before it is exercised
by filing with the Secretary of the Company a revoking
instrument or a duly executed proxy bearing a later date. The
powers of the proxy holders will be suspended if the person
executing the proxy attends the 1996 Annual Meeting in person and
so requests. Attendance at the 1996 Annual Meeting will not, in
itself, constitute revocation of the proxy.
The six persons receiving the largest number of votes for
director will be elected. The adoption of the proposal to
approve Amended and Restated Articles of Incorporation requires
the affirmative vote of not less than 75 percent of the votes
entitled to be cast by all shares of Common Stock issued and out
standing on the Record Date.
The cost of soliciting proxies will be borne by the Company. In
addition to the solicitation of proxies by mail, the Company,
through its directors, officers, employees and agents, may also
solicit proxies personally or by telephone. Only independent
third party agents not otherwise affiliated with the Company will
be specifically compensated for such solicitation activities.
The Company will also request persons, firms and corporations
holding shares in their names or in the names of their nominees,
which are beneficially owned by others, to send proxy material to
and obtain proxies from such beneficial owners and will reimburse
such holders for their reasonable expenses in doing so.
The presence at the 1996 Annual Meeting, in person or by proxy,
of a majority of the shares of Common Stock outstanding on June
21, 1996 will constitute a quorum.
CHANGE IN CONTROL
On February 13, 1996 the Company, Saf T Lok Corporation, a
Florida corporation now known as STL Lock, Inc. ("STL"), and
Sphere Enterprises Inc., a Florida corporation ("Sphere"), consum-
mated a tax-free reverse triangular merger (the "Merger"). Under
the terms of the Merger the shareholders of STL exchanged their
shares of STL common stock for shares of the Company's Common
Stock, constituting a 40 percent interest in the Company. STL
became a wholly-owned subsidiary of the Company. Frank W.
Brooks, founder, principal shareholder, chairman of the board of
directors and president of STL, became Chairman of the Board of
the Company. As part of the Merger, Mr. Brooks obtained the
proxy to vote the shares of Robert L. Gilbert III and his wife,
Cynthia T. Gilbert, in director elections through February 2000.
SECURITY OWNERSHIP
The following table sets forth the number of shares and
percentage of the Company's Common Stock beneficially owned as
of June 21, 1996 by (i) owners of more than five percent of the
Common Stock, (ii) each director and officer of the Company, and
(iii) all officers, directors and director nominees of the Com
pany as a group.
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Owned
- ---------------------- ------------------- ----------
<S> <C> <C>
Cynthia T. Gilbert 1,074,600<F3><F4> 19.46%
50 E. Riverside Dr.
Jupiter, FL 33458
Robert L. Gilbert III 1,074,600<F2><F3><F4> 19.46%
50 E. Riverside Dr.
Jupiter, FL 33458
Frank W. Brooks 760,994<F1><F4> 13.78%
7689 S.E. Rivers
Edge St.
Jupiter, FL 33458
William M. Schmidt 219,596<F4> 3.98%
9338C S.E. Randall Ct.
Hobe Sound, FL 33455
Jeffrey W. Brooks 155,400<F4> 2.81%
7689 S.E. Rivers Edge St.
Jupiter, FL 33458
Eugene V. Horanoff 108,508<F4> 1.96%
322 Natchez Ct.
Jupiter, FL 33477
All officers, directors and 42.00%
director nominees as a
group (6 persons)
<FN>
<F1>
Does not include an option to acquire an additional
1,000,000 shares pursuant to an Option Agreement dated
February 13, 1996.
<F2>
Does not include an option to acquire an additional 600,000
shares pursuant to an Option Agreement dated February 13, 1996.
<F3>
Robert L. and Cynthia T. Gilbert hold their shares as
tenants by the entireties. Includes 224,600 shares held by
Mr. and Mrs. Gilbert and Richard M. Taylor, Mrs. Gilbert's
father, as trustees of two trusts for the Gilberts'
children. Does not include 76,948 shares held by family
members, with respect to which the Gilberts disclaim beneficial
ownership. Such family members are over age 21 and do not reside
with the Gilberts.
<F4>
A nominee for director.
</FN>
</TABLE>
Section 16 Compliance. Executive officers, directors and
beneficial owners of more than 10% of the Company's Common Stock
are required to file reports of changes in ownership of the
Company's Common Stock pursuant to Section 16(a) of the
Securities Exchange Act of 1934. Based on a review of copies of
filings received by it and representations of such persons, the
Company believes that all filings required to be made during the
year ended December 31, 1995 were filed in a timely manner.
Proposal Number 1
Amendment of Corporate Charter
On May 31, 1996 the Board of Directors approved a resolution to
amend the Company's charter by adopting Amended and Restated
Articles of Incorporation that would (a) change the name of the
Company to Saf T Lok Incorporated, (b) change the authorized capi
tal of the Company to 20,000,000 shares of common stock, $0.01
par value, (c) eliminate staggered terms for directors, and (d)
eliminate supermajority vote requirements for removal of
directors and amendments to the charter. At the 1996 Annual Meet
ing, the shareholders will be asked to approve the proposed
Amended and Restated Articles of Incorporation, the full text of
which is attached hereto as Exhibit "A".
If the new charter is approved, upon its filing at the Florida
State Department, the name of the Company will become Saf T Lok
Incorporated. Additionally, the Board of Directors will be
empowered, without the necessity of further action or approval of
the Company's shareholders, to issue up to 20,000,000 shares of
Common Stock. Each additional share of Common Stock issued will
have the same rights and privileges as each share of Common Stock
currently issued. The Board of Directors has no present
agreement, arrangement, plan or understanding with respect to the
issuance of any of the additional authorized shares of Common
Stock. The increase in authorized Common Stock will have no
immediate effect on the rights of existing shareholders. To the
extent that the additional authorized shares of Common Stock are
issued in the future, they will decrease the existing
shareholders' percentage equity ownership and, depending on the
price at which they are issued, could be dilutive to the existing
shareholders.
In addition, shareholders will have the right to elect all of the
directors of the Company at each annual meeting. Furthermore,
directors will be subject to removal with or without cause by
shareholders in accordance with Florida law. Lastly, the vote of
a simple majority of shares will suffice for approval of sub
sequent amendments to the Company's charter.
Approval of the proposed Amended and Restated Articles of Incor
poration requires the affirmative vote of not less than 75
percent of the votes entitled to be cast by all shares of Common
Stock issued and outstanding on the Record Date. Without such
approval, the Company's charter will not change.
The Board of Directors unanimously recommends that the
shareholders vote FOR the proposed Amended and Restated Articles
of Incorporation.
Proposal Number 2
Election of Directors
The persons named as proxies intend (unless authority is
withheld) to vote for the election as directors of the persons
hereinafter named (the "Nominees") upon their nomination for such
position at the 1996 Annual Meeting. In accordance with the
proposed Amended and Restated Articles of Incorporation to be
voted upon in accordance with Proposal Number 1, the Board of
Directors shall consist of not less than three nor more than 13
members, with the exact number to be fixed from time to time by
the Board of Directors. On May 31, 1996 the Board of Directors
approved a resolution fixing the number of directors at six (6),
effective upon conclusion of the 1996 Annual Meeting. Directors
so elected will hold office until the next annual meeting of
shareholders or until their successors are elected and qualified
to serve.
The six (6) Nominees for election as directors are Frank W.
Brooks, Robert L. Gilbert III, Cynthia T. Gilbert, Jeffrey W.
Brooks, Eugene V. Horanoff and William M. Schmidt. Directors are
elected by a plurality of the votes cast.
Robert L. Gilbert III and Cynthia T. Gilbert are husband and
wife. Jeffrey W. Brooks is the son of Frank W. Brooks. All of
the Nominees are currently directors of the Company. Mr. and
Mrs. Gilbert were elected as directors in July 1989; no proxies
were solicited in connection therewith. Frank Brooks, Jeffrey
Brooks, Eugene V. Horanoff and William M. Schmidt were elected as
directors by the Board of Directors on February 13, 1996 im
mediately upon consummation of the merger between the Company and
Saf T Lok Corporation (now known as STL Lock, Inc.) ("STL") (the
"STL Acquisition"). Frank Brooks has been the chairman of the
board of STL since he founded that entity in 1989. His election
to the Company's Board of Directors was required by the Agreement
and Plan of Merger dated January 10, 1996 among the Company, its
subsidiary Sphere Enterprises, Inc. and STL (the "STL Merger
Agreement"). See "Interest of Directors in Certain Transactions
of the Company."
If any of the Nominees should become unavailable for election,
all uninstructed proxies will be voted for the election of such
other person or persons as may be designated by the Board of
Directors, but the Board of Directors has no reason to anticipate
that this will occur.
The following information is furnished with respect to each of
the Nominees and is based on information submitted by the person
named:
Frank W. Brooks, the inventor of the Saf T LokTM, STL's initial
product, serves as the Company's Chairman. He formed STL in 1989
and has actively participated in all organizational and financial
aspects of that company. Mr. Brooks is a longtime gun owner and
father of four children, the protection of whom provided the
impetus for the invention of the Saf T LokTM. Mr. Brooks owns
and operates Palm Beach Business Services, Inc. d/b/a Ding-A-Ling
Answering Service in West Palm Beach, Florida, a leading
telephone answering service in the Fort Lauderdale to Orlando
market, with 70 employees.
Robert L. Gilbert, III, the Company's President, Chief Executive
Officer and a director since 1989, founded the Company in July
1989 and is the creator of the AmiLink concept, the initial
product of RGB Video, Inc., a subsidiary of the Company. From in
ception through June 1, 1993, Mr. Gilbert was the President and
Chief Executive Officer of the Company; on June 2, 1993, the Com
pany appointed Mr. Gilbert Chairman of the Company. Mr. Gilbert
was President of RGB Video Creations, Inc., the Company's
predecessor, from its inception in December 1987 until he formed
the Company.
Cynthia T. Gilbert is the wife of Mr. Gilbert. She is the Com
pany's Vice President of Finance, Treasurer and Secretary, and a
director since 1989, and has handled all financial transactions
for the Company since its inception. From December 1987 through
September 1989, she had similar duties with the Company's
predecessor.
William M. Schmidt serves as Vice President and a director of the
Company. He joined STL in September 1995 from Ilco Unican Inc.'s
Simplex Safelock Division in Greensboro, North Carolina where he
was Vice President and General Manager, accountable for two com
mercial lock divisions with sales of $35 million.
Jeffrey W. Brooks, the son of Frank Brooks, serves as a director
of the Company. He joined STL in 1989 at its inception as
Manager of Research & Development. Mr. Brooks has also served as
General Manager of Palm Beach Business Services, Inc. since 1985
and was promoted to President in 1994.
Eugene V. Horanoff serves as a director and Chief Engineer of the
Company. He joined STL in 1989 at the commencement of prototype
development. He was instrumental in designing and engineering
the Saf T LokTM. He spent 28 years with the Naval Surface War
fare Center in Silver Spring, Maryland, retiring in 1982 as a
Senior Aerospace Design Engineer.
INTEREST OF DIRECTORS IN CERTAIN TRANSACTIONS OF THE COMPANY
During 1995, Richard Taylor, Mrs. Gilbert's father, was employed
as General Manager of the Company, Jean Taylor, Mrs. Gilbert's
mother, was employed as Administrative Assistant of the Company,
and Kevin Maranville, Mr. and Mrs. Gilbert's brother-in-law, was
employed as Sales Executive of the Company. With respect to
services performed for the Company in 1995, Mr. Taylor earned
$40,000, Mrs. Taylor earned $20,000 and Mr. Maranville earned
$40,000. See "Executive Compensation" for a description of Mr.
and Mrs. Gilbert's respective compensation packages.
On February 13, 1996 the Company completed the STL Acquisition.
Pursuant to the STL Merger Agreement, Frank W. Brooks, Jeffrey W.
Brooks, Eugene V. Horanoff and William M. Schmidt were elected
directors of the Company. The STL Merger Agreement further
provided that Frank Brooks shall be included as a Nominee for
director at least through the 2000 Annual Meeting of
Shareholders, provided he is willing and able to serve.
The STL Merger Agreement also provides Mr. Brooks certain manage
ment and other rights relating to the composition of the Board of
Directors and the management and the continued separate existence
of STL. Mr. Brooks has an employment agreement with the Company
and STL that provides that he will remain employed by STL until
February 2001 at a certain salary (as adjusted in the ordinary
course) and with certain benefits. Mr. Brooks has a Stock Option
Agreement with the Company pursuant to which he may acquire
1,000,000 shares of the Company's Common Stock at an exercise
price of $2.00 per share through December 31, 1999, subject to
certain vesting conditions.
Mr. Gilbert has a Stock Option Agreement with the Company
pursuant to which he may acquire 600,000 shares of the Company's
Common Stock at an exercise price of $2.00 per share through
December 31, 1999, subject to certain vesting conditions.
The following table sets forth information with respect to the
current directors and executive officers of the Company.
<TABLE>
<CAPTION>
Name Age Position or Office
Held
- ------------------------ ------ --------------------
<S> <C> <S>
Frank W. Brooks 61 Chairman of the
Board, Director
Robert L. Gilbert III. 44 President and Chief
Executive Officer,
Director
Cynthia T. Gilbert 41 Vice President, Treasurer
and Secretary, Director
William M. Schmidt 53 Vice President,
Director
Eugene V. Horanoff 64 Director
Jeffrey W. Brooks 35 Director
</TABLE>
Directors' Compensation; Meetings; Committees
Compensation
The directors do not receive a salary for their services. Each
non-employee director of the Company is reimbursed for out-of-
pocket expenses incurred in attending meetings of the Board of
Directors and its committees. No sums were paid in 1995 to
directors for reimbursement of sums expended for attendance.
Meetings
The Board of Directors of the Company met six times during 1995.
Additionally, the Board of Directors took certain actions by
written consent. No director attended fewer than 75 percent of
the meetings of the Board of Directors held during the period he
served on the Board of Directors.
Committees
The Board of Directors has an Audit Committee and a Compensation
Committee. These committees were formed in August 1995. The
Board of Directors does not have a standing Nominating Committee.
The functions performed by these committees, their number of
meetings and membership are as follows:
Audit Committee
The Audit Committee selects the independent auditors for the
Company (subject to ratification by the shareholders), reviews
the scope and results of the annual audit, approves the services
to be performed by the independent auditors, reviews the in
dependence of the auditors, reviews the performance and fees of
the independent auditors, reviews the adequacy of the system of
internal accounting controls and reviews the scope and results of
internal auditing procedures. The current members of the Audit
Committee are Cynthia T. Gilbert and Jeffrey W. Brooks. In 1995
Mrs. Gilbert served as the sole member of the Audit Committee.
Compensation Committee
The Compensation Committee adopts and oversees the administration
of compensation plans for executive officers and senior manage
ment of the Company, determines awards granted senior management
under such plans, approves remuneration arrangements for senior
management and reviews the reasonableness of all such compensa
tion. It also oversees the administration of the 1993 Stock
Option Plan for eligible employees of the Company and its sub
sidiaries. The current members of the Compensation Committee are
Frank W. Brooks and Robert L. Gilbert III. In 1995 Mr. Gilbert
served as the sole member of the Compensation Committee.
Executive Compensation
The following table and discussion summarize the compensation of
the three most highly compensated executive officers of the Com
pany for the year ended December 31, 1995. No other employee of
the Company earned in excess of $50,000 in 1995.
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Compensation
--------------------------------------------- -------------
Name and Principal Other Annual Stock
Position Year Salary Bonus Compensation Options
- ------------------- ---- ------ ----- ------------ -------
<S> <C> <C> <C> <C> <C>
Frank W. Brooks 1995 NA NA NA NA
Chairman of the 1994 NA NA NA NA
Board<F1> 1993 NA NA NA NA
Robert L Gilbert III. 1995 $85,000 $ 0 $8000<F2> 0
President and Chief 1994 85,000 7500 8000<F2> 0
Executive Officer 1993 85,000 18,031 8000<F2> 0
Cynthia T. Gilbert 1995 $60,000 $ 0 $ 0
Vice President, 1994 60,000 7500 0
Secretary and Treasurer 1993 60,000 0 0 0
- ---------------------------------------------------------------------------------------
<FN>
<F1>
Mr. Brooks joined the Company in February 1996.
<F2>
Represents premium paid on life insurance policy.
</FN>
</TABLE>
______________________________________________
No options to acquire shares of the Company's Common Stock were
granted or exercised in 1995.
The Company does not have any longterm incentive or pension or
profitsharing plans.
Employment Agreements
The Company and Frank Brooks entered into an Employment Agreement
on February 13, 1996 pursuant to which Mr. Brooks' position as
Chief Officer of STL was confirmed through February 2001 at an
annual base salary of $100,000. Additionally, the Agreement and
Plan of Merger dated January 10, 1996 between the Company and STL
provided that Mr. Brooks would serve as a director of the Company
through 2002.
The Company and Robert Gilbert entered into an Employment Agree
ment on April 22, 1993 pursuant to which Mr. Gilbert's position
as President of the Company was confirmed. That Agreement has
since been modified, such that Mr. Gilbert has assumed the
presidency of STL and earns an annual base salary of $100,000
through February 2001.
The Company and Cynthia T. Gilbert entered into an Employment
Agreement on April 22, 1993 pursuant to which Mrs. Gilbert's posi
tion as Vice President/ Secretary/Treasurer of the Company was
confirmed. That Agreement has since been modified, such that
Mrs. Gilbert has assumed the roles of Treasurer and Chief Finan
cial Officer of STL and earns an annual base salary of $85,000
through February 2001.
STL and Mr. Schmidt entered into an Employment Agreement in
November 1995, since amended, pursuant to which he serves as Vice
President of STL at an annual salary of $75,000.
Performance Presentation
The following graph compares the cumulative total shareholder
returns on the Company's Common Stock based on the market price
of Common Stock from the date of the Company's initial public
offering in June 1993 and including for the two years ending
December 31, 1995 on an assumed investment of $100 with the
cumulative total return of the Standard & Poor's S&P 500 Stock
Index and Standard & Poor's Specialty Retail Index. Shareholder
return is measured by dividing (a) the sum of (i) the cumulative
amount of dividends declared for the measurement period, and (ii)
the difference between the issuer's share price at the end and at
the beginning of the measurement period by (b) the share price at
the beginning of the measurement period.
<TABLE>
Performance Presentation Table
<CAPTION>
Name of Index or Investment Return
Company in comparison 12/31/93 12/31/94 12/31/95
- ----------------------- -------- -------- --------
<S> <C> <C> <C>
Standard & Poor 500 $110.08 $111.53 $153.44
Standard & Poor
Specialty Retail $99.56 $94.03 $91.50
RGB Computer & Video, Inc.<F1> $42.10 $6.57 $5.92
<FN>
<F1>
RGB IPO was Sept. 93. Investment calculated at that day's price.
</FN>
</TABLE>
Compensation Committee Report
In January 1996, the Compensation Committee of the Board of
Directors furnished the following report on executive
compensation for inclusion in this proxy statement:
To the Shareholders of RGB Computer & Video, Inc.:
In order effectively to serve the interests of the
Company and its shareholders, compensation for the Com
pany's executive officers is designed to incentivize
high levels of individual and Company performance and
to reward such performance. Annual and long term bo
nuses are paid only if financial targets are achieved.
These targets are set by the Committee in advance in
conjunction with its review of the Company's strategic
and operating plans. The Committee grants stock
options as part of executive compensation because it
views stock options as a means of motivating superior
performance and direction by linking the incentives of
executives with those of shareholders. Stock options
produce value for executives only if the Company's
stock price increases over the option price, which is
set at the market price on the date of grant.
Salaries for executive officers were set for 1995 in
employment agreements entered into by Mr. and Mrs.
Gilbert in 1993. The Committee believes these
salaries were appropriate in light of the individual
performance of the executives.
No bonuses were paid in 1995. No stock options were
granted.
The Committee believes that executive compensation in
1995 was appropriate for 1995 but substandard
thereafter in light of the executives' role in ex
ecution of the Company's diversification strategy and
in restructuring the Company's Board of Directors and
senior management team.
ROBERT L. GILBERT III
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee of the Board of
Directors are Frank W. Brooks and Robert L. Gilbert. Each is a
director of the Company. In 1995 the Company employed Mr.
Gilbert as its President and Chief Executive Officer and Cynthia
T. Gilbert, Mr. Gilbert's wife, as Vice President, Secretary and
Treasurer. Because the Compensation Committee in 1995 comprised
only Mr. Gilbert, by necessity he would have had to participate
in any vote (none occurred) respecting his compensation and that
of his wife.
Proposal Number 3
Amendment of 1993 Stock Plan
In February 1996 the Board of Directors adopted, acting on the
recommendation of the Compensation Committee and subject to
approval by the Company's shareholders, a resolution to increase
to 500,000 shares the number of shares of Common Stock that are
reserved for issuance under the Company's 1993 Stock Plan (the
"Plan"). The Plan presently contemplates the issuance of 150,000
shares. The number of shares of Common Stock that may be issued
under the Plan, as it may be increased pursuant to the proposed
amendment, is subject to adjustment in the case of stock splits,
stock dividends, reclassifications or certain other events. The
current text of the Plan, as modified pursuant to this amendment,
is attached hereto as Exhibit "B". The material features of the
Plan are discussed below, but such description is subject to and
is qualified in its entirety by the full text of the Plan, as
amended.
The purpose of the Plan is to advance the interests of the
Company by providing an additional incentive to attract and
retain directors, officers, employees and consultants through
the encouragement of stock ownership in the Company by such
persons. Reflective of this purpose, the Plan provides for each
nonemployee director to receive an automatic grant of a non-
qualified option to purchase 5000 shares of Common Stock each
full year he remains on the Board.
Pursuant to the Plan, options to purchase 150,000 shares of
Common Stock are outstanding. No options granted under the Plan
have been exercised and none have expired. No current director
has been granted any options under the Plan.
Approval of the increase in the number of shares reserved for
issuance under the Plan by the Company's shareholders is one of
the conditions of Rule 16b-3 as promulgated by the Securities and
Exchange Commission, which provides an exemption from the
operation of the "short swing profit" recovery provisions of
Section 16(b) of the Securities Exchange Act of 1934, as amended,
with respect to the acquisition of options and certain trans
actions by directors of the Company.
Assuming approval of the proposed amendment, an aggregate of
500,000 shares of Common Stock (subject to adjustment as
discussed below) will be reserved for issuance under the Plan.
Shares acquired upon exercise of options granted under the Plan
will be authorized and unissued shares of Common Stock. The
Company's shareholders have no preemptive rights to purchase or
subscribe for the shares reserved for issuance under the Plan.
If any option granted under the Plan should expire or terminate
for any reason other than having been exercised in full, the
unpurchased shares subject to that option will again be available
for purposes of the Plan.
Terms and Conditions
The Plan is administered by the Compensation Committee of the
Board. In addition to the two kinds of options described in the
next sentence, the Compensation Committee may authorize stock
awards (discussed below) to directors, officers, employees and
consultants.
The Plan provides for the granting of "incentive stock options"
as defined in Section 422 of the Internal Revenue Code (the
"Code") to officers and employees and for the granting of "non-
qualified stock options" which do not meet the requirements of
Section 422 of the Code to directors, officers, employees and
consultants.
The exercise price of a non-qualified stock option and an
incentive stock option granted pursuant to the Plan is the fair
market value of the Common Stock at the time the option is
granted, except as noted below with respect to incentive stock op
tions. On June 3, 1996 the fair market value was $12.50 based on
the last trade occurring that day on the NASDAQ SmallCap Market.
The exercise price of an option may be paid in cash or by
delivery of already owned shares of Common Stock having a fair
market value equal to the exercise price, or by a combination
thereof.
Each option, except as noted below with respect to incentive
stock options, must be exercised within 10 years of the date
granted. Options become exercisable ("vest") in such
installments, if any, as specified by the Compensation Committee
at the time of grant. Upon termination of active employment by
reason of retirement, vesting stops as of the date of termination
of employment and the optionee has three months from such date to
exercise vested options. Upon termination of employment by
reason of death, the optionee's estate may exercise vested
options for three months after such termination (but not beyond
the original expiration date). Upon termination of employment by
reason of disability, the optionee may exercise vested options
for one year after such termination (but not beyond the original
expiration date).
With respect to incentive stock options, if the aggregate fair
market value (determined as of the date the option is granted) of
the shares for which any optionee may for the first time exercise
incentive stock options in any calendar year exceeds $100,000,
such excess incentive stock options are treated as nonqualified
stock options. In the case of incentive stock options that are
granted to an employee who owns, or is deemed by reason of the
attribution rules under Section 425(d) of the Code to own, more
than 10% of the combined voting power of all classes of the stock
of the Company, the exercise price of such options must be at
least 110% of the fair market value at the time the options are
granted, and such options must be exercised within five years
from the date granted.
The Plan provides that each optionee will enter into an Option
Agreement with the Company containing such terms as the
Compensation Committee may deem advisable.
Federal Income Tax Consequences
Options. The grant of a non-qualified stock option or an
incentive stock option will not result in income for the
participant or in a deduction for the Company.
The exercise of a non-qualified stock option will generally
result in compensation income for the participant and a deduction
for the Company, in each case measured by the difference between
the option price and the fair market value of the shares at the
time of exercise.
The exercise of an incentive stock option will not result in
income to the participant if the participant (a) does not dispose
of the shares within two years after the date of grant or one
year after exercise and (b) is an employee of the Company from
the date of the grant at least until three months before the
exercise or until one year before the exercise in the event of
permanent and total disability. If these requirements are met,
the basis of the shares upon later disposition, in the case of an
exercise for cash, will be the option price. Any gain will be
taxed to the participant as longterm capital gain and the
Company will not be entitled to a deduction. The excess of the
market value of the shares on the exercise date over the option
price is
an item of tax preference, potentially subject to the alternative
minimum tax. If the participant disposes of the shares prior to
the expiration of either of the holding periods in (a) above, the
participant will recognize compensation income and the Company
will be entitled to a deduction equal to the lesser of (i) the
fair market value of the shares on the exercise date minus the
option price, or (ii) the amount realized on the disposition
minus the option price. Any gain in excess of the compensation
income portion will be treated as long-term or short-term capital
gain. If an optionee ceases to be an employee of the Company and
exercises his option after the expiration of the period des
cribed in (b) above, the Option will be deemed a non-qualified
stock option for tax purposes.
Stock Awards. An amount equal to the fair market value of a
stock award on the date of award under the Plan will be taxable
to the participant as ordinary income in the year or years in
which the award is paid or made available to the participant.
The Company is usually entitled to a deduction in the cor
responding amount.
Withholding. When required by applicable law, the Company will
withhold or collect from the participant all amounts required to
satisfy applicable withholding taxes with respect to awards.
Amounts due on the distribution of stock or the exercise of an
option must be paid by the participant. In lieu of cash, the
participant may elect to provide such required amount by reques
ting the Company to withhold from the shares being acquired
shares having a fair market value equal to such amount, or may
deliver to the Company previously acquired shares having such
value.
The discussions set forth above do not purport to be a complete
analysis of all potential tax effects relevant to recipients of
awards or options or to the Company. It is based on federal
income tax law, regulations and rulings as of the date of this
Proxy Statement, which are subject to change at any time.
Amendments; Non-exclusivity
The Board may, in its discretion, amend the Plan at any time.
The Board may, however, make no change that would prevent
incentive stock options granted under the Plan from being
incentive stock options without the consent of the optionees
concerned, and the Board may not make any amendment to the Plan
that (1) changes the class of persons eligible for incentive
stock options, (2) increases the total number of shares for which
options may be granted, or (3) increases the total number of
shares authorized for stock awards, without the approval of the
holders of a majority of the outstanding shares of Common Stock
entitled to vote thereon.
Participation in the Plan is not exclusive and does not prevent
any participant from participating in any other compensation
plan of the Company or from receiving any other compensation from
the Company.
If the shareholders approve this amendment to the Plan, 350,000
additional shares of Common Stock of the Company will be reserved
for issuance under the Plan.
Recommendation and Vote Required
The Board of Directors recommends a vote FOR the following
resolution which will presented at the meeting:
RESOLVED, that Section 4 of the 1993
Stock Plan be, and hereby is, amended to
increase the number of shares of Common Stock
which may be issued thereunder by an
additional 350,000 shares.
The affirmative vote of the holders of a majority of the shares
represented at the 1996 Annual Meeting in person or by proxy is
required for approval of this resolution. As a result, an absten
tion or a broker nonvote will have the same effect as a vote
against the resolution.
Proposal Number 4
Selection of Auditors
The current members of the Audit Committee of the Board of
Directors are Cynthia T. Gilbert and Jeffrey W. Brooks, both of
whom are employed by the Company.
The Audit Committee has selected the firm of Michaelson & Co.,
P.A., independent certified public accountants, as auditors of
the Company for the year ending December 31, 1996, subject to
ratification of such selection by the shareholders of the Com
pany. Michaelson & Co., P.A. has audited the financial state
ments of the Company for the last three years.
The Company has been informed by Michaelson & Co., P.A. that such
firm has no direct financial interest nor any material indirect
financial interest in the Company or any of its subsidiaries.
Michaelson & Co., P.A. has not during the past five years had any
connection with the Company or any of its subsidiaries in the
capacity of promoter, underwriter, voting trustee, director,
officer or employee.
The Board of Directors recommends a vote FOR the following
resolution which will be presented at the meeting:
RESOLVED, that the selection by the Audit
Committee of the Board of Directors of Michaelson
& Co., P.A., independent certified public
accountants, as auditors of the Company for the
year ending December 31, 1996, is hereby ratified,
confirmed and approved.
The affirmative vote of the holders of a majority of the shares
represented at the 1996 Annual Meeting in person or by proxy is
required for approval of this resolution. As a result, an absten
tion or a broker non-vote will have the same effect as a vote
against the resolution.
OTHER MATTERS
The Board of Directors has no knowledge of any other matters
which may come before the 1996 Annual Meeting and does not intend
to present any other matters. However, if any other matters
shall properly come before the 1996 Annual Meeting or any adjourn
ment thereof, the persons soliciting the proxies will have the
discretion to vote on such matters as they see fit.
If you do not plan to attend the 1996 Annual Meeting, in order
that your shares may be represented and in order to assure the
required quorum, please sign, date and return your proxy prompt
ly. In the event you are able to attend the meeting, at your
request the Company will cancel any proxy executed by you.
Representatives of Michaelson & Co., P.A. will be present at the
1996 Annual Meeting to respond to appropriate questions and to
make such statements as they may desire.
Any shareholder of the Company who wishes to present a proposal
to be considered at the 1997 Annual Meeting of Shareholders of
the Company and who wishes to have such proposal presented in the
Company's proxy statement for such meeting must deliver such
proposal in writing to the Company not later than April 1, 1997.
No shareholder proposals were submitted to the Company for
consideration at the 1996 Annual Meeting.
Detailed financial information of the Company and its subsidiary
for the year ended December 31, 1995 is included in the Company's
1995 Annual Report on Form 10-KSB, a copy of which is enclosed
herewith. A copy of the Company's quarterly report on Form 10-
QSB for the quarter ended March 31, 1996 is also enclosed
herewith.
By Order of the Board of Directors
Cynthia T. Gilbert
Secretary
Tequesta, Florida
June 24, 1996
==========================================================================
==========================================================================
Appendix A.
RGB COMPUTER & VIDEO, INC.
This Proxy is Solicited on Behalf of the Board of Directors
Annual Meeting of Shareholders -- July 18, 1996
The undersigned appoints each of Frank W. Brooks and Robert L.
Gilbert III, each with the power to appoint his substitute, as
proxies of the undersigned and hereby authorizes them to repre
sent and to vote, as designated below, all the shares of Common
Stock of RGB Computer & Video, Inc. held of record by the under
signed on June 21, 1996 at the Annual Meeting of Shareholders of
RGB Computer & Video, Inc. to be held on July 18, 1996.
1. Proposal to approve Amended and Restated Articles of Incor
poration to (i) increase the number of authorized shares of
Common Stock to 20,000,000 shares, $0.01 par value, (ii)
change the name of the corporation to Saf T Lok Incorpora
ted, (iii) eliminate staggered terms for directors, and (iv)
eliminate supermajority vote requirements for removal of
directors and amendments to the Articles of Incorporation.
FOR ____ AGAINST ____ ABSTAIN ____
2. Election of Directors
FOR all nominees listed WITHHOLD AUTHORITY to vote for
below (except as marked all nominees listed below [ ]
to the contrary below) [ ]
Frank W. Brooks, Robert L. Gilbert III, Cynthia T. Gilbert,
Jeffrey W. Brooks, Eugene V. Horanoff, William M. Schmidt
(INSTRUCTIONS: To withhold authority to vote for any in
dividual nominee, write that nominee's name in the space
provided below.)
_______________________________________
3. Proposal to increase the number of shares reserved for issuance
under the Company's 1993 Stock Plan to 500,000 from 150,000.
FOR ____ AGAINST ____ ABSTAIN ____
4. Proposal to approve the appointment of Michaelson & Co.,
P.A. as independent accountants for the Company.
FOR ____ AGAINST ____ ABSTAIN ____
5. In their discretion, the proxies are authorized to vote on
such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS
LISTED ABOVE AND FOR PROPOSALS 1, 3 and 4.
Please sign exactly
as name appears below. When Shares are held by joint tenants,
both should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by the President or other authorized
officer. If a Partnership, please sign in
partnership name by authorized person.
DATED: ___________________________, 1996
________________________________________
Signature
________________________________________
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED RETURN ENVELOPE.
============================================================================
============================================================================
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
RGB COMPUTER & VIDEO, INC.
Pursuant to Section 607.1007 of the Florida Business Corporation
Act, RGB Computer & Video, Inc., a Florida corporation (the "Cor
poration"), certifies that:
1. The original Articles of Incorporation of the Corporation
were filed with the Florida Department of State on July 10, 1989,
were amended by Articles of Amendment to the Articles of Incor
poration filed on April 26, 1990, were further amended by Arti-
cles of Amendment to the Articles of Incorporation filed on Janu-
ary 8, 1991, were again amended by Amended and Restated Articles
of Incorporation filed on April 13, 1993 and were then amended by
Articles of Amendment to the Amended and Restated Articles of In-
corporation filed on May 17, 1995;
2. In accordance with the provisions of Sections 607.0821 and
607.0701 of the Florida Business Corporation Act, these Amended
and Restated Articles of Incorporation were duly adopted by the
Board of Directors of the Corporation pursuant to a unanimous
written consent dated as of May 31, 1996 and by the holders of
more than 75 percent of the outstanding stock of the Corporation,
the requisite amount under the current Amended and Restated Ar
ticles of Incorporation;
3. The current Amended and Restated Articles of Incorporation
of the Corporation are amended as follows:
a. Article I is amended to change the name of the Corpora
tion to Saf T Lok Incorporated;
b. Article II is amended to change the principal address
of the Corporation to 18245 S.E. Federal Highway, Tequesta,
Florida 33469;
c. Article III is deleted;
d. Article IV is restated and renumbered as Article III;
e. Article V is amended to change the authorized capital
of the Corporation to 20,000,000 shares of common stock, $0.01
par value, and renumbered as Article IV;
f. Article VI is amended to reflect revised provisions ap
plicable to directors of the Corporation, and renumbered as Ar
ticle V;
g. Article VII is deleted;
h. Article VIII is expanded and divided into new Articles
VI and VII;
i. Article IX is deleted; and
j. Article X is deleted.
4. The foregoing amendments to the current Amended and Restated
Articles of Incorporation were duly adopted by the shareholders
of the Corporation; and
5. There are no discrepancies between the provisions of the
current Amended and Restated Articles of Incorporation, as amend-
ed, and the provisions of these Amended and Restated Articles of
Incorporation other than the inclusion of the foregoing amend
ments which were adopted pursuant to Section 607.1003 of the
Florida Business Corporation Act, and the omission of matters of
historical interest.
The text of the current Amended and Restated Articles of Incor
poration of the Corporation is restated with the amendments
described above, effective as of the date of filing hereof with
the Florida Department of State, to read as follows:
ARTICLE I NAME
The name of the Corporation is Saf T Lok Incorporated.
ARTICLE II PRINCIPAL OFFICE AND MAILING ADDRESS
The address of the principal office and mailing address of the
Corporation is 18245 S.E. Federal Highway, Tequesta, Florida
33469.
ARTICLE III PURPOSE
The Corporation is organized for the purpose of transacting any
and all lawful businesses for which corporations may be incorpor-
ated under the Florida Business Corporation Act.
ARTICLE IV CAPITAL STOCK
The total number of shares of capital stock which the Corporation
shall be authorized to have outstanding at any time is 20,000,000
shares of Common Stock with a par value of $0.01 per share, all
of which shares shall be issued fully paid and nonassessable.
ARTICLE V DIRECTORS
The number of directors of the Corporation constituting the en-
tire Board of Directors shall be not less than three (3) nor more
than thirteen (13). The Board of Directors shall determine from
time to time the number of directors who shall constitute the en-
tire Board of Directors. Any such determination made by the
Board of Directors shall continue in effect unless and until
changed by the Board of Directors, but no such changes shall af-
fect the term of any directors then in office.
The term of office of each of the directors shall expire at each
Annual Meeting of Shareholders. The successors to directors
whose terms shall then expire shall be elected to serve from the
time of election and qualification until the next Annual Meeting
of Shareholders following election and until a successor shall
have been duly elected and shall have qualified.
ARTICLE VI LIMITATION OF DIRECTOR LIABILITY
1. No director shall be personally liable for monetary damages
to the Corporation or any other person for any statement, vote,
decision or failure to act, regarding corporate management or
policy, by a director, unless: (a) the director breached or
failed to perform his duties as a director; and (b) the direc-
tor's breach of, or failure to perform, those duties constitutes
(i) a violation of the criminal law, unless the director had rea-
sonable cause to believe his conduct was lawful or had no reason-
able cause to believe his conduct was unlawful, (ii) a transac
tion from which the director derived an improper personal bene-
fit, either directly or indirectly, (iii) a circumstance under
which the liability provisions of Section 607.0834 of the Florida
Business Corporation Act are applicable, (iv) in a proceeding by
or in the right of the Corporation to procure a judgment in its
favor or by or in the right of a shareholder, conscious disregard
for the best interest of the Corporation, or willful misconduct,
or (v) in a proceeding by or in the right of someone other than
the Corporation or a shareholder, recklessness or an act or omis
sion which was committed in bad faith or with malicious purpose
or in a manner exhibiting wanton and willful disregard of human
rights, safety or property.
2. For purposes of this Article VI, the term "recklessness"
means the action, or omission to act, in conscious disregard of a
risk: (a) known, or so obvious that it should have been known, to
the director; and (b) known to the director, or so obvious that
it should have been known, to be so great as to make it highly
probable that harm would follow from such action or omission.
ARTICLE VII INDEMNIFICATION
1. Each person (including here and hereinafter, the heirs, ex
ecutors, administrators or estate of such person) (a) who is or
was a director or officer of the Corporation, (b) who is or was
an agent or employee of the Corporation other than an officer and
as to whom the Corporation has agreed to grant such indemnity, or
(c) who is or was serving at the request of the Corporation as
its representative in the position of a director, officer, agent
or employee of another corporation, partnership, joint venture,
trust or other enterprise and as to whom the Corporation has ag-
reed to grant such indemnity, shall be indemnified by the Corpor-
ation as of right to the fullest extent permitted or authorized
by current or future legislation or by current or future judicial
or administrative decision (but, in the case of any such future
legislation or decision, only to the extent that it permits the
Corporation to provide broader indemnification rights than per-
mitted prior to such legislation or decision), against any fine,
liability, cost or expense, including attorneys' fees, asserted
against him or incurred by him in his capacity as such director,
officer, agent, employee or representative, or arising out of his
status as such director, which indemnification shall not be ex
clusive of other rights to which those seeking indemnification
may be entitled. The Corporation may maintain insurance, at its
expense, to protect itself and any such person against any such
fine, liability, cost or expense, whether or not the Corporation
would have the legal power directly to indemnify him against such
liability.
2. Costs, charges and expenses (including attorneys' fees) in-
curred by a person referred to in Section 1 of this Article VII
in defending a civil or criminal suit, action or proceeding shall
be paid by the Corporation in advance of the final disposition
thereof upon receipt, in the case of an officer or director, of
an undertaking to repay all amounts so advanced in the event it
shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation as authorized by this Ar
ticle VII, and upon satisfaction of such other conditions as are
required by current or future legislation (but with respect to
future legislation, only to the extent that it provides condi
tions less burdensome than those previously provided). Such
costs, charges and expenses incurred by other employees and ag-
ents may be so paid upon such terms and conditions, if any, as
the Board of Directors may deem appropriate.
3. If this Article VII or any portion hereof shall be invalida-
ted on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each person des-
cribed in Section 1 of this Article VII to the fullest extent
permitted by any applicable portion and to the fullest extent
permitted by law.
IN WITNESS WHEREOF, the undersigned have made, subscribed and ac-
knowledged these Amended and Restated Articles of Incorporation
this ___ day of July, 1996.
// Robert L. Gilbert III.
___________________________________
Robert L. Gilbert, III, President
// Cynthia T. Gilbert
___________________________________
Cynthia T. Gilbert, Secretary
