SCHEDULE 14A
(RULE 14A) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A
INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant {X}
Filed by a Party other than the Registrant{ }
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 Pursuant to sec.240.14a-11(c) or sec.240.14a-
12
SAF T LOK, INCORPORATED
(Name of Registrant as Specified in its Charter)
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:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 011 (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>
SAF T LOK, INCORPORATED
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD OCTOBER 10, 1997
To our Stockholders:
The Annual Meeting of Stockholders of Saf T Lok, Incorporated
(the "Company") will be held on Tuesday, October 10, 1997 at 9:00 a.m., local
time, at the Mariott Hotel, 4600 RCA Boulevard, Palm Beach Gardens, Florida
33410. The phone number at the Company's offices is (561) 743-5625. At the
meeting, the following items of business will be conducted:
1. To elect six directors to serve until the next Annual
Meeting and until their successors have been elected and qualified;
2. To act upon such other matters as may properly come before the
meeting or any adjournment or postponementthereof.The foregoing
items ofbusiness are more fully described in the Proxy Statement
accompanying this Notice. Only stockholders of record at the close
of business on September 25,1997 are entitled to notice of, and to
vote at the meeting and at any postponement or adjournment thereof.
A list of stockholders entitled to vote at the Annual Meeting will
be available for inspection at the offices of the Company for ten
business days prior to the meeting.
Enclosed is a copy of the Company's Annual Report on Form 10K, without
exhibits, as filed with the Securities and Exchange Commission for the
Company's last fiscal year.
By Order of the Board of Directors
/s/ Jeffrey W. Brooks Secretary
Tequesta, Florida
August 25, 1997
Your vote is important. Please ensure that your shares will be
represented at the meeting by completing, signing and returning your proxy
card in the envelope provided, even if you plan to attend the meeting.
Sending us your proxy will not prevent you from voting in person at the
meeting should you wish to do so.
<PAGE>
PROXY STATEMENT for
1997 ANNUAL MEETING OF STOCKHOLDERS
Proxy Information
The accompanying proxy is solicited on behalf of the Boardof Directors
of Saf T Lok, Incorporated (the "Company") (f/k/a RGB Computer & Video,
Inc., a Florida corporation), for use at the Annual Meeting of Stockholders to
be held on Tuesday, October 10, 1997, at 9:00 a.m., local time, or at any
adjournment or adjournments thereof, at the place and for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders. If properly
signed and returned and not revoked, the proxy will be voted in accordance
with the instructions it contains. The persons named in the accompanying proxy
will vote the proxy for the Board of Director's slate of directors unless
contrary instructions are given. At any time before it is voted, each proxy
granted may be revoked by the stockholder by a later dated proxy, by written
revocation addressed to the Secretary of the Company at 18245 S.E. Federal
Highway, Tequesta, Florida 33469 or by voting by ballot at the Annual
Meeting. This Proxy Statement, Notice of Annual Meeting and
accompanying proxy card will be mailed to shareholders on or about August 25,
1997.
Common Stock, Voting Process and Quorum for Meeting
The Company's Common Stock is the only class of security entitled to vote at
the Annual Meeting. Only stockholders of record at the close of business on
September 25, 1997 will be entitled to vote on all matters to come before
the meeting. Each outstanding share of Common Stock entitles its holder to
cast one vote for each matter to be voted upon. On August 7, 1997 there were
approximately 6,194,000 shares of Common Stock outstanding and entitled to
vote at the Annual Meeting.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated to determine whether or not a quorum is present. The
presence at the Annual Meeting, in person or by proxy, of the holders
of a majority of the shares of Common Stock outstanding
on September 25, 1997 will constitute a quorum. All proxies
representing shares that are entitled to vote at the meeting will be
counted toward establishing a quorum, regardless of whether such
proxies contain abstentions or broker non-vote notifications.
Solicitation
The cost of preparing and mailing the enclosed material, which
is estimated to be $5,000, will be borne by the Company. The Company
may use the services of officers and employees of the Company (who will
receive no additional compensation) to solicit proxies. The Company intends
to request banks and brokers holding shares of the Company's stock to forward
copies of the proxy material to those persons for whom they hold shares and
to request authority for the execution of proxies.
The Company will reimburse banks and brokers for their outof-
pocket expenses.
<PAGE>
Proposal Number 1: Election of Directors
Pursuant to the Company's Articles of Incorporation, the Company's
Bylaws have fixed the number of directors at six. Each elected
Director will serve until the next Annual Meeting of Stockholders or
until his successor shall be elected and shall qualify. Proxies in
the accompanying form will be voted
for the six nominees listed in the table that follows, except
where authority is specifically withheld by the stockholder. All
nominees are incumbent directors. If any of the nominees should
become unable to accept election, or for good cause will
not accept the election, the person named in the Proxy may vote
for such other person or persons as may be designated by the Board of
Directors, if any. Each nominee named below has indicated his
willingness to accept election, and management has no reason to
believe that any of the nominees named below will be unable or
unwilling to serve.
<TABLE>
The nominees for directors of the Company are as follows:
<CAPTION>
Principal Occupation or
Name Employment During the Past Age Director Since
Five Years
<S> <C> <C> <C>
Franklin W. Chairman of the Board of 62 1996
Brooks Directors since 1996;
President of the
Company from November 1996 to
April, 1997;
founded Saf T Lok Corporation in
1989; operates Palm Beach
Business Services,Inc.;
Mr. Brooks is the father of Mr.
Jeffrey W. Brooks
John Gardner Director and President of 61 1997
the Company since April 15, 1997;
Vice President and General Manager
of Coleman Research, The Orlando
Group from 1994 to April 1997;
Vice President and General Manager
of McDonnell Douglas from 1986 to
1994; Chairman of the Central Florida
Innovation Corporation 1995 to 1997
Jeffrey W. Director of the Company 36 1996
Brooks since 1996; Vice President,
Secretary and Treasurer of the
Company since November 1996;
Manager of Research & Development
since 1989; Mr.Brooks is the son of
Mr. Franklin W. Brooks
Robert L. Founded the Company (f/k/a 45 1989
Gilbert, III RGB Computer & Video) in
July 1989; Director since 1989;
Vice Chairman since November, 1996;
President of the Company from April
1996 to November 1996;
Chairman and Chief Executive Officer
of the Company (f/k/a/ RGB Computer &
Video) from July 1989 to November
1996; self employed consultant since
December 1996
William M. Director since 1996; 54 1996
Schmidt employee of the Company
since 1995; Vice President
and General Manager of Ilco
Unican Inc., Simplex Safelock
Division from 1993 to
1995; General Manager of the
Automobile Occupant
Restrained Systems Division of
Takata from 1990 to 1993
Eugene V. Director since 1996; Chief 65 1996
Horanoff Engineer of Saf T Lok
Corporation from 1989 to
1996 (prior to its merger
with the Company) and of the
Company since 1996
</TABLE>
<PAGE>
Certain Relationships and Related Transactions
Mr. Franklin W. Brooks loaned a total of $125,000 to Saf T
Lok Corporation during the time between 1989 and the merger with RGB
Computer & Video in January of 1996. On January 29, 1997 the Board of
Directors approved the granting of a security interest
in the Company's intellectual property to Mr. Brooks as security for
the repayment of the $125,000. As of June 30, 1997, the Company owed
Mr. Brooks a total of $114,213, plus accrued interest.
Vote Required For Approval of Election of Directors
The affirmative vote of a majority of the shares of Common Stock
having voting power present in person or represented by
proxy, a quorum being present, is necessary to approve the election
of each of the six Director nominees.
INFORMATION CONCERNING THE OPERATION OF THE BOARD OF DIRECTORS
Committees
During the year ended December 31, 1996, there were three meetings
of the Board of Directors. All of the directors attended at least 75%
of the aggregate of the total number of meetings of the Board of
Directors held during the period for which he served as a director
except Messrs. Horanoff and Schmidt who attended two of the three Board
meetings. Each of the directors attended at least 75% of the total number of
meetings held by the Audit and Compensation Committees on which he
may have served.
The Audit Committee, consisting of Mr. J. Brooks and Ms. Cynthia T.
Gilbert (a member of the Board of Directors from July 1989 to
November 1996), had 2 meetings during 1996. The Audit Committee
selects the independent auditors for the Company (subject to
ratification by the Board of Directors), reviews the scope and
results of the annual audit, approves the services to be performed by
the independent auditors, reviews the independence 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 Compensation Committee, consisting of Messrs. F. Brooks and
Gilbert, had 2 meetings during 1996. The Compensation Committee
adopts and oversees the administration of compensation plans for
executive officers and senior management of the Company, determines
awards granted senior management under such plans, approves remuneration
arrangements for senior management and reviews the reasonableness of all such
compensation. It also oversees the administration of the 1993 Stock Option
Plan for eligible employees of the Company and its subsidiaries.
<PAGE>
Director Compensation
The Company has not paid any compensation to any person for serving as
a director of the Company. The Company does not intend to compensate
nonemployee directors for serving as directors, except to reimburse
them for expenses incurred in connection with their service as
directors. Directors who are employees of the Company receive no
compensation for serving as directors.
Section 16(a) Reporting
The Company believes that all required reports of ownership and
changes in ownership of the Company's Common Stock with the
Securities and Exchange Commission for the fiscal year ended December
31, 1996 on Forms 3, 4, or 5 have been filed during the period in a
timely manner.
EXECUTIVE COMPENSATION
Executive Compensation
<TABLE>
Summary Compensation Table
<CAPTION>
<S> <C> <C> <C> <C>
Annual Compensation
salary bonus other
annual
Name and Principal Position year ($) ($) compensation($)
Franklin W. Brooks 1996 $54,167 $0 $6,200(3)
Chairman, President (1) 1995 - - -
1994 - - -
Lisa A. Broderick 1996 $0 $0 $0
President (2) 1995 - - -
1994 - - -
Robert L, Gilbert, III 1996 $68,662 $0 $19,500(5)
President, Chief Executive 1995 85,000 16,900(5)
Officer (4) 1994 85,000 8,000 (5)
</TABLE>
[FN]
(1) Mr. F.W. Brooks assumed the position of Chairman of the Board
of Directors in February, 1996 and assumed the position of
President in November, 1996.
(2) Ms. Broderick served as the President of the
Company from November 12 to November 20, 1997.
(3) Represents non-cash compensation in the form of premiums
for $1,000,000 in life insurance on the life of Mr.
F.W. Brooks for the benefit of his wife. The life insurance policy has
since been canceled.
(4) Mr. Gilbert served as the President of the Company from
April, 1996 to November, 1996 and served as Chief Executive
Officer of the Company from its inception (f/k/a/ RGB Computer and
Video) in July, 1989 to November of 1996.
(5) Includes non-cash compensation in the form of premiums paid on a
life insurance policy. This life insurance policy has since been cancelled.
Also includes use of a car belonging to the Company during 1996.
<PAGE>
Option/SAR Grants Table
The following table provides information regarding those options
granted to the Named Officers (where the Named Officers are all those
individuals serving as the Company's Chief Executive Officer or in a
similar capacity, and all those executive officers who were
compensated $100,000 or more during the fiscal year) as of December
31, 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of % of Total Exercise or Expiraation
Shares Options or Base Date
Underlying Granted Price
Name Options to Employees
in Fiscal
Year
Franklin W. Brooks, 1,000,000 59.7% $2.00 12/31/99
Chairman, President
Robert L. Gilbert, 600,000 35.8% $2.00 12/31/99
III,
President, Chief
Executive Officer
</TABLE>
Options Exercised in the Last Year and Year End
Option Table
No options were exercised by the Named Officers during 1996.
The following table provides information regarding unexercised
stock options held by the Named Officers as of December 31,
1996. <TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of Shares Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at Year-End Year-End (1)
Name Exercisable(2) Unexercisable Exercisable(2) Unexercisable
Franklin W. ----- 1,000,000 ----- $0.00
Brooks
Robert L. ---- 600,000 ---- $0.00
Gilbert, III
</TABLE>
[FN]
(1) Value based on the difference between the last reported sale of
the Company's Common Stock on the Nasdaq SmallCap Market
of $2.00 per share on December 31, 1996, and the exercise price of the options.
(2) These options did not become exercisable until January 1, 1997, at
which time the options became partially exercisable.
Employment and Consulting Agreements
On February 13, 1996 the Company entered into a five year Employment
Agreement with Franklin W. Brooks at an initial annual base salary of
$100,000. Mr. Brooks has waived his right to receive or accrue any
salary during 1997.
<PAGE>
On February 12, 1996, the Company entered into a Modification
of Employment Agreement with Robert L. Gilbert, III. The Modification
extended the term of the original Employment Agreement, entered into
on April 22, 1993, from a five year term to one expiring on February
15, 2001 and increased his annual base salary from $85,000 to $92,500 to
eflect cost of living adjustments. Mr. Gilbert resigned as President in
November of 1996. In satisfaction of cancelling this Employment Agreement, in
addition to other consideration, the Company entered into a Consulting
Agreement with Mr. Gilbert. Under the Consulting Agreement, Mr.
Gilbert will perform consulting services to the Company on an as requested
basis.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to
the Company regarding the beneficial ownership of shares of Common
Stock as of August 7, 1997, unless otherwise noted below, by (i) each
person known by the Company to be the owner of more than 5% of the outstanding
shares of Common Stock, (ii) each of the Company's Directors, (iii) each of
the Named Officers, and (iv) all executive officers and directors as a group.
Unless otherwise indicated, each person has sole investment and voting
power with respect to all shares shown as beneficially owned.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Nature of Percent
Owner Beneficial Class(4)
Ownership
Robert L. Gilbert, III 1,188,590 (1)(2) 19.19%
18245 S.E. Federal Highway
Tequesta,Florida 33469
Franklin W. Brooks 670,012 (3) 10.82%
18245 S.E. Federal Highway
Tequesta, Florida 33469
William M. Schmidt 213,896 3.45%
5275 S.E. Sweetbrier Terrace
Hobe Sound, Florida 33455
Eugene V. Horanoff 108,508 1.75%
322 Natchez Court
Jupiter, Florida 33477
Jeffrey W. Brooks 155,400 2.51%
1155 Lakeshore Drive
Lake Park, Florida 33403
All Directors and Executive 2,336,406 37.72%
Officers as a Group (5)
</TABLE>
[FN]
(1) Held by Saf-Tee Investment Group, Limited Partnership and
Locked Safely Investment Group, Limited Partnership.
Mr. Gilbert is deemed to be the beneficial owner of the shares held
by these limited partnerships.
(2) Does not include option to purchase 600,000 shares
of Common Stock for $2.00 per.
(3) Of these shares, 507,994 are held by Mr. Brooks
and his wife as tenants in common. Does not include option to
purchase 1,000,000 shares of Common Stock for $2.00 per share.
(4) Based on approximately 6,194,000 shares of Common
Stock outstanding as of August 7, 1997.
<PAGE>
Other Business
The Board of Directors is not aware of any other matter that may be
presented for action at the Annual Meeting. Should any
other matter requiring a vote of the stockholders arise, the enclosed
proxy card gives authority to the persons listed on the card to vote
at their discretion in the best interest of the Company. The Company
engaged Goldberg, Pershes & Company, P.A. as the Company's independent public
accountant on May 30, 1997 for the 1997 fiscal year. Representatives are
expected to be present at the Annual Meeting.
The Company's independent public accountant for the 1996 fiscal year was
Weinberg, Pershes & Company, P.A. (n/k/a Weinberg & Company, P.A.).
Representatives of Weinberg, Pershes & Company are not expected to be
present at the Annual Meeting to respond to questions or to make a statement.
The Company terminated the appointment of Weinberg, Pershes & Company, P.A.
as the Company's independent public accountant on May 30, 1997 with the
approval of the board of directors, due to the withdrawal of the Company's
primary contact within Weinberg, Pershes & Company P.A.
Weinberg, Pershes & Company, P.A. had previously reported on the
financial statements of the Company for 1996. None of those reports
contained an adverse opinion or disclaimer of opinion or was qualified or
modified as to uncertainty, audit scope, or accounting principles. The
Company and Weinberg, Pershes & Company, P.A. have not had any disagreements
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved
to Weinberg, Pershes & Company, P.A.'s satisfaction, would have
caused it to make reference to the subjet matter of the disagreements in
connection with its reports.
The Company's previous independent public accountant for the fiscal
years 1994 and 1995 was Michelson & Co., P.A. The Company
terminated Michelson & Co., P.A. on January 30, 1997 with the
approval of the Board of Directors. Michelson & Co., P.A. had
previously reported on the financial statements of the Company
for 1994 and 1995. None of those reports contained an
adverse opinion or disclaimer of opinion or was qualified or
modified as to uncertainty, audit scope, or accounting
principles. The Company and Michelson & Co., P.A. have not
had any disagreements on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to Michelson & Co., P.A.'s satisfaction, would have caused it to
make reference to the subject matter of the disagreements in connection with
its reports.
Shareholder Proposals for the 1998 Annual Meeting
Proposals of shareholders intended to be presented at the
1998 Annual Meeting of Shareholders must be received by the
Company on or before December 15, 1997.
Annual Report and Financial Statements
A copy of the Company's Annual Report on Form 10-K,
including the financial statements of the Company, without exhibits,
accompanies this proxy statement. The Company will provide an
additional Form 10-K copy or copies to any stockholder as of the
record date, who so requests in writing. Such requests should be
directed to Mr. Jeffrey W. Brooks, Secretary of the Company at
18245 S.E. Federal Highway, Tequesta, Florida 33469.
The Company has chosen to mail its Form 10-K with this proxy material
to stockholders, such mailing to take place on or around August 25, 1997.
<PAGE>
PROXY
SAF T LOK, INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
OCTOBER 10, 1997
The undersigned hereby appoints Mr. John L. Gardner and Mr. Franklin W.
Brooks and each of them, jointly and severally, with power of
substitution, to vote on all matters which may properly come before
the 1997 Annual Meeting of Shareholders of Saf T Lok, Incorporated, or any
adjournment thereof.
1. ELECTION ( ) FOR all nominees listed below ( ) WITHHOLD AUTHORITY
OF DIRECTORS (except as marked to the contrary to vote for all
below) nominees listed
below.
NOMINEE: Franklin W. Brooks, John L. Gardner, Jeffrey
W. Brooks, Robert L. Gilbert, III, William M. Schmidt, Eugene V.
Horanoff
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write the name of the nominee(s) on the line below. ____________
__________________________________________________________
( ) If you plan to attend the Annual Meeting, please check here
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THE
SHARES WILL BE VOTED FOR THE NOMINEES LISTED ABOVE FOR ELECTION OF
DIRECTORS.
_______________________________________ __ _ Date:___________________
_______________________________________ __ _ Date: ___________________
Signatures of Shareholder(s)
NOTE: Signature should agree with name on stock certificate as printed hereon.
Executors, administrators, trustees and other fiduciaries should so
indicate when signing.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
THANK YOU
Please return this Proxy to: Jeffrey W. Brooks, Secretary, Saf
T Lok Incorporated, 18245 S. E. Federal Highway, Tequesta, Florida
33469, by mail, overnight delivery, or facsimile transmission at (561) 745 6601.
