SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 Rule 14a-11(c) or Rule 14a-12
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fees 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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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|_| Fee paid previously with preliminary materials
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|_| 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:
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(4) Date Filed:
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<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
50 SPRING STREET
RAMSEY, NEW JERSEY 07446
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 27, 1999
The Annual Meeting of Stockholders of Bogen Communications International,
Inc. ("Bogen" or the "Company") will be held at 570 Lexington Avenue, 11th
Floor, New York, New York 10022 on Tuesday, the 27th day of April, 1999, at 9:30
a.m., Eastern Daylight Savings Time, for the following purposes:
(1) to elect four Class I Directors to the Company's Board of
Directors to hold office until the 2001 Annual Meeting of Stockholders or
until their respective successors shall have been duly elected and
qualified;
(2) to ratify the selection of KPMG Peat Marwick LLP, independent
public accountants, as the auditors of the Company for the 1999 fiscal
year; and
(3) to transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 22, 1999 as
the record date for the determination of the stockholders of the Company
entitled to notice of and to vote at the Annual Meeting of Stockholders. Each
share of the Company's Common Stock is entitled to one vote on all matters
presented at the Annual Meeting.
ALL HOLDERS OF THE COMPANY'S COMMON STOCK, WHETHER THEY EXPECT TO ATTEND
THE ANNUAL MEETING OR NOT, ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN
PROMPTLY THE PROXY CARD ENCLOSED WITH THIS NOTICE.
By Order of the Board of Directors
YOAV M. COHEN
Secretary
March 31, 1999
<PAGE>
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
50 SPRING STREET
RAMSEY, NEW JERSEY 07446
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 27, 1999
INTRODUCTION
This Proxy Statement is being furnished to stockholders of record of Bogen
Communications International, Inc. ("Bogen" or the "Company") as of March 22,
1999 (the "Record Date"), in connection with the solicitation by the Board of
Directors of the Company (the "Board of Directors") of proxies for the 1999
Annual Meeting of Stockholders (the "Annual Meeting") to be held at 570
Lexington Avenue, 11th Floor, New York, New York 10022, on Tuesday, April 27,
1999 at 9:30 a.m., Eastern Daylight Savings Time, or at any and all adjournments
thereof, for the purposes stated in the Notice of Annual Meeting. The
approximate date of mailing of this Proxy Statement, and the accompanying notice
and form of proxy and the Company's Annual Report on Form 10-K, is March 31,
1999.
The Board of Directors has fixed the close of business on March 22, 1999 as
the Record Date for the determination of stockholders entitled to notice of this
Annual Meeting, and only holders of record of the common stock, par value $.001
per share ("Common Stock"), of the Company on that date will be entitled to
notice of and to vote at the Annual Meeting. As of the Record Date, the Company
had 6,662,971 shares of Common Stock issued and outstanding. Each share of
Common Stock is entitled to one vote on all matters presented at the Annual
Meeting.
The presence in person or by proxy of the holders of a majority of the
shares of Common issued and outstanding and entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the meeting. Abstentions and
broker non-votes will be counted to determine whether a quorum is present.
Abstentions and broker non-votes are not counted in the election of Class I
Directors. For all other items to be considered at the Annual Meeting, shares
represented by proxies which are marked "abstain" will be counted as part of the
total number of votes cast on such proposals, whereas broker non-votes will not
be counted as part of the total number of votes cast on such proposals. Thus,
abstentions will have the same effect as votes against any given proposal,
whereas broker non-votes will have no effect in determining whether any given
proposal has been approved by the stockholders.
If the enclosed proxy is signed and returned, it may, nevertheless, be
revoked at any time prior to the voting thereof at the pleasure of the
stockholder signing it, either by delivering written notice of revocation to the
Secretary of the Company, or by voting the shares covered thereby in person or
by another proxy dated subsequent to the date thereof.
Shares represented by duly executed proxies in the accompanying form will
be voted in accordance with the instructions indicated on such proxies, and, if
<PAGE>
no such instructions are indicated thereon, will be voted in favor of the
nominees for election as Class I Directors named below and for the other
proposals referred to below.
PROPOSAL I
ELECTION OF DIRECTORS
Information Concerning Nominees and Continuing Directors
The Company's Restated Certificate of Incorporation, as amended, provides
for the classification of directors into two classes, as nearly equal in number
as possible, with approximately one-half of the directors to be elected annually
for two-year terms. At the Annual Meeting, there will be four (4) persons
elected as Class I Directors for terms expiring in 2001. All of the persons
nominated for election as Class I Directors are presently serving as Directors
of the Company.
At each annual meeting subsequent to the Annual Meeting, one class of
directors will be elected for a two-year term, with Class II Directors to be
elected in 2000.
Nominees and Continuing Directors
Set forth below is certain information with respect to each of the nominees
for election to the Board of Directors as well as each of the other continuing
directors, including name, age, the period during which such person has served
as a director of the Company, such person's principal occupation and employment
during the past five years and the percentage of the Company's Common Stock
beneficially owned (as determined in accordance with Rule 13d-3 of the Exchange
Act) by such person as of February 22, 1999. It is the intention of the persons
named in the accompanying form of proxy to vote for all of the nominees listed
below.
Each of the nominees listed below as a nominee has agreed to be named as a
nominee for Class I Director in this Proxy Statement and has consented to serve
as a director if elected. The Company expects all nominees to be willing and
able to serve. The Board of Directors may designate a substitute nominee to
replace any bona fide nominee who was nominated and who, for any reason, becomes
unavailable for election as a Class I Director. If any of the nominees shall
become unable to serve, the persons designated in the enclosed form of proxy
will vote for the election of such other person or persons as the Board of
Directors may recommend.
Nominees - Class I Directors
Yoav Stern, age 45, has served as a director of the Company since 1995 and
non-executive Co-Chairman of the Board of Directors since 1997 and is currently
a member of the Executive and Compensation Committees of the Board of Directors.
From March 1995 to August 1995, Mr. Stern served as Co-Chief Executive Officer
and Co-President of the Company. Mr. Stern is a member of Helix Capital II, LLC
and Helix Management II, LLC, merchant banking firms. Mr. Stern served as
Co-Chairman and Chief Executive Officer of Kellstrom Industries, Inc, a publicly
held distributor of jet engine parts ("Kellstrom"), from its inception in
December 1993 until June 1995 and is currently the Chairman of the Board of
Kellstrom. From January 1993 to September 1993, Mr. Stern was President and,
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<PAGE>
from January 1992 until May 1995, a director of WordStar International, Inc.
(now The Learning Company), which is engaged in research and development and
worldwide marketing and distribution of software for business and consumer
applications. Mr. Stern served in the Israeli Air Force as a fighter pilot,
avionics systems officer, commander of Operational Training Unit and a Deputy
Squadron Commander. Mr. Stern earned a Practical Engineering Diploma in advanced
mechanics and automation from ORT Technological College, Israel in 1973,
graduated from the Israel Air Force Academy in 1975 and received a B.S. in
Mathematics and Computer Science from Tel Aviv University in 1985.
Jeffrey E. Schwarz, age 40, has served as non-executive Co-Chairman of the
Board of Directors of the Company since 1997 and is currently a member of the
Executive and Compensation Committees of the Board of Directors. Since July 1,
1992, Mr. Schwarz has been the Chief Executive Officer of Metropolitan Capital
Advisors, Inc. ("Metropolitan"), an investment advisory firm with $75 million
dollars of assets under management. Mr. Schwarz serves as a director of two
private companies that are affiliated with Metropolitan, KJ Advisors Inc. and
MCIII, Inc., and is Chairman of the Board of EK Management Corp. ("EK
Management"), the general partner of EK Associates, L.P. (also known as
Ekco/Glaco Ltd), a limited partnership engaged in providing goods and services
to the baking industry. Mr. Schwarz is a graduate of the Wharton School of the
University of Pennsylvania, earning his B.S. in Economics in 1980 and his M.B.A.
in 1981.
Zivi R. Nedivi, age 40, has served as a director of the Company since 1997
and is currently a member of the Compensation and Audit Committees of the Board
of Directors. Since June 22, 1995, Mr. Nedivi has been the President and Chief
Executive Officer and a director of Kellstrom. Mr. Nedivi was the founder,
President and Chief Executive Officer of Kellstrom's predecessor company, an
indirect, wholly owned subsidiary of Rada Electronic Industries Ltd., from its
establishment in 1990 until June 1995. Mr. Nedivi is a founder of Helix
Management Company, LLC. A graduate of the Israel Air Force Academy, Mr. Nedivi
served in the Israeli Air Force as an F-15 fighter pilot for seven years and
held the rank of major.
Kasimir Arciszewski, age 49, is the Co-Founder and Co-Managing Director of
Speech Design GmbH ("Speech Design"), a wholly owned subsidiary of the Company,
since 1983 and has served as a director of the Company since May 20, 1998. Mr.
Arciszewski is responsible for Speech Design's strategic planning, sales and
financial activities. From 1975 through 1982, Mr. Arciszewski was with the
Giesecke & Devrient Group ("G&D"), an international market leader in central
bank automation products. From 1979 through 1982, Mr. Arciszewski was
responsible for marketing support of G&D's sales to major central banks in
Europe. Mr. Arciszewski received his Bachelor of Science in Electronics
Engineering in 1975 from the Chalmers University of Technology in Goteborg,
Sweden.
Continuing Directors - Class II Directors
Jonathan Guss, age 39, has been the Chief Executive Officer and a director
of the Company since 1997 and is currently a member of the Executive Committee
of the Board of Directors. Since May 1990, Mr. Guss has been a principal and
President of Active Management Group, Inc. ("AMG"), a firm that provides
turnaround management services. Since August 1992, Mr. Guss has been a principal
and Chief Executive Officer of EK Management. Mr. Guss has been a director of
Alliant Techsystems Inc., a leading developer of munitions, marine systems and
electronic systems ("Alliant"), since August 1994. From September 1985 until May
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1990, Mr. Guss was a consultant at Booz, Allen & Hamilton. Mr. Guss is a 1985
graduate of the Harvard Business School and a 1981 graduate of Reed College.
Michael P. Fleischer, age 42, has been the President and a director of the
Company since 1997 and serves as an alternate to Mr. Guss on the Executive
Committee of the Board of Directors. Since August 1992, Mr. Fleischer has served
as President and director of EK Management. From 1994 to 1995, Mr. Fleischer was
a director of Alliant. Since May 1990, Mr. Fleischer has been a principal, the
Chief Executive Officer and a director of AMG. Prior to 1990, Mr. Fleischer was
a senior consultant with McKinsey & Co. He also served for four years as a
Foreign Service Officer and was Staff Assistant to the Undersecretary of State
of the United States. Mr. Fleischer is a 1985 graduate of the Harvard Business
School and a 1978 graduate of Colgate University.
David Jan Mitchell, age 37, has served as a director of the Company since
1995 and is currently the chairman of the Audit Committee of the Board of
Directors. Since 1991, Mr. Mitchell has been President of Mitchell & Company,
Ltd., a New York-based merchant banking company that he founded. Since March
1998, Mr. Mitchell has been the Chairman of Direct Furniture, Inc. and Empire
Card MasterCard. Mr. Mitchell is also Chairman and President of North Atlantic
Acquisitions Corporation, a publicly traded acquisition company, and immediate
past president of Americash, LLC, a national network of automated teller
machines in non-bank locations. From April 1988 to December 1990, Mr. Mitchell
was a Managing Principal and a director of Rodman & Renshaw, Inc., a publicly
held investment banking and brokerage firm. Mr. Mitchell serves as director of
Kellstrom, and of several private companies, including, among others, Madah-Com,
an Israeli-based technology company. During the last ten years, Mr. Mitchell has
served as an officer and a director of several not-for-profit universities and
foundations.
Daniel A. Schwartz, age 31, has served as a director of the Company from
1997 and is currently a member of the Audit Committee of the Board of Directors.
Since 1993, Mr. Schwartz has been a director of Research and Managing Director
of York Capital Management, L.P. ("York Capital"), an investor limited
partnership company and a partner of Dinan Management, LLC, the investment
advisory firm to York Capital. From July 1990 to March 1993, Mr. Schwartz was an
associate at Morgan Stanley & Co., Inc. spending two years in the Investment
Banking Division and subsequently as a member of the Global Equity Department.
Mr. Schwartz received a Master of Science in Engineering from Columbia
University in 1990 and a Bachelor of Science from Yeshiva University in 1988.
Other Executive Officers
Yoav M. Cohen, age 41, has been the Chief Financial Officer and Secretary
of the Company since August 1996 and was named Senior Vice-President-Business
Development and Finance of the Company on October 1, 1997. Prior to joining the
Company, Mr. Cohen was Chief Financial Officer of Target Capital Group LLC
("Target"), Garden City, N.Y., and Managing Director of FEMI International
Limited, a subsidiary of Target. From 1993 to 1994, Mr. Cohen was Corporate Vice
President, Chief Financial Officer and Management Information Systems Director
of Taro Pharmaceuticals Ltd. From 1990 to 1993, Mr. Cohen was Vice President and
Controller of Global Investment Bank at Bankers Trust Company and from 1985 to
1990, Mr. Cohen was Assistant Vice President and Controller of
CitiCorp/Citibank. Mr. Cohen received an M.B.A. in Economics and Finance from
Baruch College in 1986 and a B.B.A. in Economics from Baruch College in 1983.
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<PAGE>
Hans Meiler, age 51, is the Co-Founder and Co-Managing Director of Speech
Design since 1983. Mr. Meiler is in charge of Speech Design's operations,
including engineering, manufacturing and quality assurance. From 1978 through
1982, Mr. Meiler led an electronics development team at G&D. Mr. Meiler received
an undergraduate degree in Electrical Engineering from Munich University in
1970.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1998, the Board of Directors held five meetings. Each member of the
Board of Directors attended over 80% of the meetings of the Board of Directors
held during 1998. The Board of Directors has an Executive Committee, an Audit
Committee, and, as of January 9, 1998, a Compensation Committee. The Board of
Directors does not have a standing nominating committee.
Executive Committee
The Executive Committee of the Board of Directors was established in August
1995 and currently consists of Messrs. Stern, Schwarz and Guss (or Mr. Fleischer
who serves as an alternate for Mr. Guss from time to time). The Executive
Committee is authorized to act on all matters regarding the compensation of
employees and directors of the Company, the finances of the Company and such
other matters as the Board of Directors may determine from time to time. The
Executive Committee held thirteen meetings during 1998. Each member of the
Executive Committee attended each meeting of the Executive Committee held during
1998.
Audit Committee
The Audit Committee of the Board was established in August 1995 and
currently consists of Messrs. Mitchell, Nedivi and Schwartz, with Mr. Mitchell
serving as the Chairman of such committee. The Audit Committee provides general
financial oversight in financial reporting and the adequacy of the Company's
internal controls through periodic meetings with the Company's management and
its external auditors. The Audit Committee held three meetings during 1998. Each
member of the Audit Committee attended each meeting of the Audit Committee held
during 1998.
Compensation Committee
The Compensation Committee of the Board of Directors was established on
January 9, 1998 and currently consists of Messrs. Stern, Schwarz and Nedivi. The
Compensation Committee administers the Company's Incentive Stock Option Plan and
provides general oversight in all employee personnel matters through periodic
meetings with management of the Company. The Compensation Committee held one
meeting during 1998, and each member of the Compensation Committee attended that
meeting.
EXECUTIVE COMPENSATION
The following table sets forth the annual compensation of the Chief
Executive Officer of the Company and the Company's other four most highly
compensated executive officers for the fiscal years 1998, 1997 and 1996.
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<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------------------------- ------------
All
Securities Other
Other Annual Underlying Compen-
Name and Principal Position Year Salary($) Bonus($) Compensation($) Options sation
--------------------------- ---- --------- -------- --------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Jonathan Guss .................. 1998 200,000 -- * -- 198(1)
Chief Executive Officer ........ 1997 11,538 -- * 162,493 --
1996 -- -- -- -- --
Michael P. Fleischer ........... 1998 200,000 -- * -- 306(2)
President ...................... 1997 11,538 -- * 162,492 --
1996 -- -- -- -- --
Yoav M. Cohen .................. 1998 129,692 36,667 * -- 7,917(3)
Senior Vice President - Business 1997 116,139 40,069 * 150,000 6,328(4)
Development and Finance, Chief . 1996 44,000 13,000 * -- 2,462(5)
Financial Officer
Kasimir Arciszewski(6) ......... 1998 101,198 167,149 * 100,000 --
Co-Managing Director of Speech . 1997 127,805 114,334 * -- --
Design ......................... 1996 119,682 128,791 * -- --
Hans Meiler(6) ................. 1998 101,198 167,149 * 100,000 --
Co-Managing Director of Speech . 1997 127,805 114,334 * -- --
Design ......................... 1996 119,682 128,791 * -- --
</TABLE>
* The named executive officer did not receive perquisites or other personal
benefits, securities, or property having an aggregate value of greater than
the lower of $50,000 or 10% of the total salary and bonus reported for such
executive officer.
(1) Includes term life insurance premiums paid by the Company on behalf of Mr.
Guss in the amount of $198.
(2) Includes term life insurance premiums paid by the Company on behalf of Mr.
Fleischer in the amount of $306.
(3) Includes a 401(k) matching contribution made by the Company of behalf of
Mr. Cohen in the amount of $5,093 and term life insurance premiums paid by
the Company on behalf of Mr. Cohen in the amount of $2,824.
(4) Includes a 401(k) matching contribution made by the Company of behalf of
Mr. Cohen in the amount of $3,572 and term life insurance premiums paid by
the Company on behalf of Mr. Cohen in the amount of $2,756.
(5) Includes disability and/or term life insurance premiums paid by the Company
on behalf of Mr. Cohen in the amount of $2,462.
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<PAGE>
(6) Payments to Messrs. Arciszewski and Meiler were made in Deutsche Marks and,
for purposes of this table, were converted into U.S. dollars based upon the
respective average exchange rates for the month in which any such payment
was made.
The following table sets forth certain information on grants of stock
options in 1998 pursuant to the Company's Incentive Stock Option Plan to the
officers named in the Summary Compensation Table. No stock appreciation rights
were granted in 1998.
Option/SAR Grant Table
Shown below is information with respect to the exercise of options to
purchase Common Stock exercised by the officers named in the Summary
Compensation Table and unexercised options held by such person at December 31,
1998.
Option/SAR Exercises and Year-End Value Table
<TABLE>
<CAPTION>
Individual Grants
----------------- Potential Realizable
Number of Value at Assumed
Securities Annual
Underlying % of Total Rates of Stock Price
Options Options Granted Exercise or Appreciation for
Granted to Employees in Base Price Expiration Option Term
Name (#)(1,2,3) Fiscal Year ($/Sh) Date 5% 10%
---- ---------- ----------- ------ ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Kasimir Arciszewski (4) 100,000 o $8.50 5/20/08 $534,560 $1,354,681
Hans Meiler (4) 100,000 o $8.50 5/20/08 $534,560 $1,354,681
</TABLE>
(1) The options granted were granted "at market" or higher on the date of
grant. The options vest on the schedule set forth in the notes below.
(2) Under the terms of the Company's Incentive Stock Option Plan, the
Compensation Committee retains discretion, subject to plan limits, to
modify the terms of outstanding options.
(3) The options were granted for a term of 10 years, subject to earlier
termination upon the termination of employment.
(4) The options granted to Messrs. Arciszewski and Meiler vest in equal annual
installments on the first five anniversary dates of the of the issuance of
the options.
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<PAGE>
Option/SAR Exercises and Year-End Value Table
Number of
Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs at FY-End(a)
FY-/End(#) (s)
Exercisable/ Exercisable/
Name Unexerciseable Unexercisable
---- --------------- --------------------
Jonathan Guss 0/162,493 0/$365,609
Michael P. Fleischer 0/162,493 0/$365,609
Yoav M. Cohen 50,000/100,000 $100,000/$212,500
Kasimir Arciszewski 0/100,000 0/0
Hans Meiler 0/100,000 0/0
None of the named executive officers exercised any stock options during
1998.
The Company does not offer its employees any long-term incentive plans,
other than stock options, nor does it provide any defined benefit or actuarial
plans.
Compensation of Directors
During 1998, the Company did not provide cash or other compensation to its
directors for serving as directors of the Company and has no outstanding
arrangements for such compensation.
Employment Contracts
On November 26, 1997, the Company entered into a three-year employment
agreement with Mr. Jonathan Guss setting forth the terms and provisions of his
employment as Chief Executive Officer of the Company. Mr. Guss' base salary
currently is $200,000 per annum and is subject to annual increases in the sole
discretion of the Board of Directors. Pursuant to the agreement, Mr. Guss was
granted a ten-year option to acquire 162,493 shares of Common Stock. Commencing
on June 1, 1999 and ending on September 1, 2000, this option vests in equal
quarterly installments of 23,000 shares of Common Stock, on each March 1, June
1, September 1 and December 1. The remaining portion of this option vests on the
conclusion of the term of the employment agreement. Any unvested portion of the
option vests immediately upon a Change of Control (as defined in the agreement).
Upon an involuntary termination of Mr. Guss, the unvested portion of the option
shall vest, but not with respect to more than 47,990 shares of Common Stock. If
Mr. Guss is terminated by the Company, other than in the event of his death or
disability or for cause, he is entitled to receive a severance payment equal to
four months salary if the termination occurs during the first year of the term,
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<PAGE>
six months salary if the termination occurs during the second year of the term,
and the balance of the base salary payable to him pursuant to the agreement, but
in no event more than eight months salary, if the termination occurs during the
last year of the term. Pursuant to the agreement, Mr. Guss is entitled to
participate in any employee benefit programs which may be available to the other
executives of the Company. In addition, the Company has agreed to establish a
deferred compensation program for Mr. Guss and in 1999 made $20,000 relocation
payment in connection with his relocation to the Ramsey, New Jersey area in
1998. As part of his employment agreement, Mr. Guss agreed to a non-competition
agreement extending for two years following the termination of the employment
agreement.
On November 26, 1997, the Company entered into a three-year employment
agreement with Mr. Michael P. Fleischer setting forth the terms and provisions
of his employment as President of the Company. Mr. Fleischer's base salary
currently is $200,000 per annum and is subject to annual increases in the sole
discretion of the Board of Directors. Pursuant to the agreement, Mr. Fleischer
was granted a ten-year option to acquire 162,492 shares of Common Stock.
Commencing on June 1, 1999 and ending on September 1, 2000, this option vests in
equal quarterly installments of 23,000 shares of Common Stock, on each March 1,
June 1, September 1 and December 1. The remaining portion of this option vests
on the conclusion of the term of the employment agreement. Any unvested portion
of the option vests immediately upon a Change of Control (as defined in the
agreement). Upon an involuntary termination of Mr. Fleischer, the unvested
portion of the option shall vest, but not with respect to more than 47,990
shares of Common Stock. If Mr. Fleischer is terminated by the Company, other
than in the event of his death or disability or for cause, he is entitled to
receive a severance payment equal to four months salary if the termination
occurs during the first year of the term, six months salary if the termination
occurs during the second year of the term, and the balance of the base salary
payable to him pursuant to the agreement, but in no event more than eight months
salary, if the termination occurs during the last year of the term. Pursuant to
the agreement, Mr. Fleischer is entitled to participate in any employee benefit
programs which may be available to the other executives of the Company. In
addition, the Company has agreed to establish a deferred compensation program
for Mr. Fleischer. As part of his employment agreement, Mr. Fleischer agreed to
a non-competition agreement extending for two years following the termination of
the employment agreement.
The Company also has a written agreement with Mr. Yoav M. Cohen, dated
August 1, 1996, as amended as of December 5, 1997, setting forth the terms and
provisions of his employment as Chief Financial Officer of the Company and,
effective October 1, 1997, as Senior Vice-President - Business Development and
Finance. Mr. Cohen's annual base salary of $120,000 in fiscal 1997, was
increased to $130,000 for 1998 and $135,850 for 1999. Pursuant to the agreement,
in 1996, the Company granted Mr. Cohen a stock option, in accordance with the
terms and provisions of the Company's Incentive Stock Option Plan, to purchase
50,000 shares of the Common Stock at $5.50 per share. As of November 26, 1997,
the Board of Directors authorized an amendment to that option so that it would
vest over four years, rather than over five years, commencing August 1, 1997 and
granted Mr. Cohen an additional option under the Company's Incentive Stock
Option Plan to purchase 100,000 shares of Common Stock at $5.00 per share, which
option shall vest in four equal annual installments, commencing November 26,
1998. In the event that Mr. Cohen is terminated without cause, he is entitled to
a severance package pursuant to which he would continue to receive his base
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salary and related benefits for six months. In September 1998, the Company
adopted the Bogen Communications International, Inc. Annual Bonus Plan (the
"Bonus Plan"), which supercedes any prior agreements between the Company and its
employees regarding bonuses. Pursuant to the Bonus Plan, Mr. Cohen's target
bonus for each year is equal to 31% of his base salary. The actual bonus payable
to Mr. Cohen will be based upon the performance of the Company.
In connection with the Company's acquisition of the 33% interest in Speech
Design it did not previously own, each of Messrs. Arciszewski and Meiler entered
into a management agreement with Speech Design with a three-year term commencing
on July 1, 1998. Pursuant to each management agreement, each of Messrs.
Arciszewski and Meiler will continue to serve as co-managing director of Speech
Design with a base annual salary of DM 120,000. At least three months prior to
the end of each calendar year, the base salary payable pursuant to the
management agreements is subject to upward adjustment upon the mutual agreement
of the parties. In addition, each of Messrs. Arciszewski and Meiler are
guaranteed a bonus of DM 54,000 for 1998. Bonuses payable in 1999 and subsequent
years will be based upon a formula negotiated at the beginning of each year.
Each of Messrs. Arciszewski and Meiler has agreed not to compete with Speech
Design during the term of each management agreement and for three years
thereafter. In consideration for the non-compete agreement, for three years
following the termination of the respective management agreements, each of
Messrs. Arciszewski and Meiler is entitled to an additional payment equal to 50%
of his average base salary in the last twelve months prior to the termination of
his management agreement.
Compensation Committee Interlocks and Insider Participation
During 1998, the Compensation Committee of the Board of Directors
participated with the Board of Directors in administering the Company's Stock
Option Plan and in providing general oversight in all employee personnel
matters. The Compensation Committee of the Board of Directors consists of
Messrs. Yoav Stern, Jeffrey Schwarz and Zivi R. Nedivi. Mr. David Jan Mitchell
served on the Compensation Committee until April 22, 1998, at which time he was
succeeded by Mr. Nedivi. None of the members of the Compensation Committee is an
officer or employee of the Company.
Compensation Committee Report on Executive Compensation
Overview and Philosophy
Until the Compensation Committee was established on January 9, 1998, the
full Board of Directors or the Executive Committee was responsible for, among
other things, developing and making recommendations with respect to the
Company's executive compensation policies.
The Company's executive compensation program is based on guiding principles
designed to align executive compensation with the values and objectives,
business strategy, management initiatives, and the business and financial
performance of the Company. In applying these principles the Board of Directors
and the Compensation Committee have focused on establishing criteria designed
to:
o Reward executive for enhancing stockholder value.
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<PAGE>
o Attract and retain key executives critical to the long-term success of
the Company and each of its business groups.
o Integrate compensation programs with both the Company's annual and
long-term strategic planning and measuring processes.
o Support a performance-oriented environment that rewards achievement with
respect to the Company's goals and also as compared to others in the
industry.
In making compensation decisions, the Board of Directors and the
Compensation Committee focused on the individual contributions of executive
officers to the Company's strategic goals, and used their discretion to set
executive compensation where, in their judgment, external, internal or an
individual's circumstances warrant it.
Executive Officers Compensation
The Company's executive officers compensation has been comprised of base
salary, bonus, long-term incentive compensation in the form of stock options and
various benefits, including medical and pension plans generally available to
employees of the Company.
Base Salary, Options and Bonus. Base salary levels for the Company's
executive officers are competitively set relative to companies in the
electronics industries and other comparable companies. In determining salaries,
the Board of Directors and the Compensation Committee also have taken into
account individual experience and performance and specific issues particular to
the Company. Historically, the Board of Directors and the Compensation Committee
have set base salary for executive officers at the median to low end of the
range at which comparable companies compensate their executive officers and a
significant portion of compensation for executive officers of the Company has
been in the form of discretionary bonuses and stock options as these types of
compensation awards provide a better incentive to executive officers to achieve
long-term value for the Company and its stockholders. With the employment of
Messrs. Guss and Fleischer, the Board of Directors provided for a high base
salary level and no guaranteed bonus and also provided that a significant
portion of the compensation of Messrs. Guss and Fleischer will be in the form of
stock options. The Compensation Committee believes they have achieved a proper
balance between providing enough immediate cash compensation to retain and
attract top quality managers and providing long term incentives, to promote
long-term growth for the Company's stockholders.
Benefits. The Company provides medical and pension benefits to its
executive officers that are generally available to the Company's employees. The
Compensation Committee does not consider benefits and perquisites to be a
significant portion of the Company's executive officer compensation.
Section 162(m) of the Internal Revenue Code. In general, Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), limits the ability
of public corporations to deduct remuneration in excess of certain thresholds
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<PAGE>
paid to certain executive officers. The Compensation Committee continuously
monitors and reviews the compensation of the Company's highest paid executive
officers to ensure that the Company's deduction for remuneration is not subject
to the limitations imposed by Section 162(m) of the Code. For example,
remuneration to executive officers in the form of stock options is intended to
qualify as performance-based compensation within the meaning of Section 162(m)
of the Code and, thus, would not be subject to deduction limitations imposed
thereunder.
Chief Executive Officer and President Compensation
The Compensation Committee believes that Messrs. Guss' and Fleischer's
total compensation package is reasonable in light of the demands which were, and
will continue to be, placed on them during the coming years. In addition, this
compensation level reflects the Compensation Committee's confidence in Messrs.
Guss and Fleischer and the Company's desire to attract and retain their talents,
as the Chief Executive Officer and President of the Company.
The foregoing report has been furnished by the Compensation Committee of the
Board of Directors.
Members of the Compensation Committee:
Yoav Stern
Jeffrey Schwarz
Zivi R. Nedivi
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<PAGE>
Performance Comparison Graph
The following graph compares the cumulative total stockholder return on the
Company's Common Stock since October 5, 1995 (the first day of trading in the
Company's Common Stock on the American Stock Exchange) with the cumulative
return on the S&P Smallcap 600 Index and the S&P Telephone Index over the same
period (assuming the investment of $100 in the Company's Common Stock, the S&P
Smallcap 600 Index and the S&P Telephone Index on October 5, 1995, and
reinvestment of all dividends). On August 5, 1998, the Company's Common Stock
commenced trading on the NASDAQ National Market System under the symbol "BOGN".
The cumulative total of stockholder return represents the value that such
investments would have had on December 31, 1998.
[GRAPHIC OMMITTED]
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<PAGE>
The printed version contains a line graph which depicts
the following plot points:
Bogen Smallcap 600 S&P Telephone
----- ------------ -------------
Aug-95 100 100 100
Sep-95 100 102 106
Dec-95 57 103 119
Mar-96 67 108 109
Jun-96 77 114 114
Sep-96 79 117 103
Dec-96 67 123 115
Mar-97 64 116 116
Jun-97 84 137 130
Sep-97 95 159 132
Dec-97 128 154 155
Mar-98 148 171 182
Jun-98 142 163 169
Sep-98 105 129 181
Dec-98 135 151 222
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file initial reports of
ownership and reports of changes in ownership of the Company's securities with
the Securities and Exchange Commission and any national securities exchange on
which the Common Stock is traded. Executive officers and directors and greater
than ten percent stockholders are required by the SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company, or written representations from certain persons, the Company believes
that during the fiscal year ended December 31, 1998, no directors, officers or
beneficial owners of more than 10% the Company's Common Stock failed to file on
a timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934 other than Mr. Schwarz, who filed two Forms 4 - Statement of Changes of
Beneficial Ownership in an untimely manner, and Highbridge Capital Corporation
which filed one Form 4 - Statement of Changes of Beneficial Ownership in an
untimely manner.
Security Ownership of Directors, Executive Officers and Certain Beneficial
Owners
The following table sets forth certain information regarding beneficial
ownership (as determined in accordance with Rule 13d-3 promulgated under the
Exchange Act) of the Common Stock as of February 22, 1999, for (a) directors and
executive officers of the Company, (b) all directors and executive officers of
the Company, as a group, and (c) certain persons known to the Company to be the
beneficial owners of more than five percent of the Common Stock of the Company.
Except as otherwise noted, each person listed below has sole voting and
dispositive power with respect to the shares of Common Stock listed next to such
person's name.
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<PAGE>
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percent of
Name Beneficially Owned (1) Common Stock
---- ---------------------- ------------
<S> <C> <C>
Jonathan Guss 266,795(2) 3.9%
Michael P. Fleischer 266,962(3) 3.9%
Yoav M. Cohen 51,887(4) *
Kasimir Arciszewski 274,800(5) 4.1%
Hans Meiler 183,200(6) 4.1%
David Jan Mitchell 113,668(7) 1.7%
Zivi R. Nedivi 131,250(8) 2.0%
Daniel A. Schwartz -- *
Jeffrey E. Schwarz 1,115,589(9) 16.8%
Yoav Stern 162,916(10) 2.4%
Dinan Management, L.L.C. 1,090,643(11) 16.4%
350 Park Avenue, 25th Floor
New York, New York 10022
Highbridge Capital Corporation 725,473(12) 10.9%
The Anchorage Centre, 2nd Floor
Harbour Drive, George Town
Grand Cayman, Cayman Islands
British West Indies
All Directors and Executive Officers 2,171,634(13) 31.1%
as a group (10 persons)
</TABLE>
* Less than 1%.
(1) For purposes of this table, a person or group of persons is
deemed to be the "beneficial owner" of any shares that such
person has the right to acquire within 60 days. For purposes of
computing the percentage of outstanding shares held by each
person or group of persons named above on a given date, any
security that such person or persons has the right to acquire
within 60 days is deemed to be outstanding, but is not deemed to
be outstanding for purpose of computing the percentage ownership
of any other person.
(2) Includes 3,500 shares of Common Stock held directly by Mr. Guss
and all 73,295 shares held by D&S Capital, LLC and all 190,000
shares of Common Stock issuable to D&S Capital, LLC upon the
exercise of warrants which are currently exercisable. Mr. Guss
owns a 50% equity interest in D&S Capital, LLC.
(3) Includes 3,667 shares of Common Stock held directly by Mr.
Fleischer and all 73,295 shares held by D&S Capital, LLC and all
190,000 shares of Common Stock issuable to D&S Capital, LLC upon
the exercise of warrants which are currently exercisable. Mr.
Fleischer owns a 50% equity interest in D&S Capital, LLC.
(4) Includes 1,000 shares owned directly by Mr. Cohen's spouse and
also includes 50,000 shares of Common Stock subject to currently
exercisable options and 887 shares of Common Stock held in Mr.
Cohen's 401(k) account, 734 of which are fully vested. Mr. Cohen
disclaims beneficial ownership of the shares held by his spouse.
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<PAGE>
(5) Includes 274,800 restricted shares of Common Stock granted to Mr.
Arciszewski in connection with the Company's acquisition of the
remaining interest in Speech Design it did not previously own.
See "Certain Relationships and Related Transactions".
(6) Includes 183,200 restricted shares of Common Stock granted to Mr.
Meiler in connection with the Company's acquisition of the
remaining interest in Speech Design it did not previously own.
See "Certain Relationships and Related Transactions".
(7) Includes 106,668 shares of Common Stock held directly by Mr.
Mitchell and 7,000 shares of Common Stock subject to currently
exercisable options.
(8) Includes all 131,250 shares of Common Stock held by Helix Capital
II, LLC. Mr. Nedivi has a direct 44.5% interest in Helix Capital
II, LLC and another 0.5% interest in Helix Capital II, LLC
through its managing member.
(9) Includes 954,258 shares of Common Stock which Mr. Schwarz may be
deemed to beneficially own as a result of being a director,
executive officer and controlling stockholder of (i) Metropolitan
Capital Advisors, Inc., the general partner Metropolitan Capital
Advisors, L.P. the general partner of Bedford Falls Investors,
L.P. ("Bedford Falls"), the holder of 825,043 shares of Common
Stock, and (ii) Metropolitan Capital III, Inc., the general
partner of Metropolitan Capital Advisors III, L.P., which serves
as the investment advisor for Metropolitan Capital Advisors
International Ltd. ("Metropolitan International"), which holds
90,000 shares of Common Stock. Also includes 147,056 shares held
by BGN Investors, LLC ("BGN"). Mr. Schwarz serves as the managing
member of BGN. Mr. Schwarz disclaims beneficial ownership of the
shares beneficially owned by Bedford Falls, Metropolitan
International, the managed account and BGN, other than through
his positions with the entities listed above. Also includes
15,000 shares of Common Stock held by two trusts established for
certain of Mr. Schwarz's family members. Mr. Schwarz disclaims
beneficial ownership of the shares held by the trusts. Also
includes 38,490 shares of Common Stock held directly by Mr.
Schwarz.
(10) Includes all 131,250 shares of Common Stock held by Helix Capital
II, LLC and 31,666 shares of Common Stock held by a separate
property trust established by Mr. Stern. Mr. Stern has a direct
44.5% interest in Helix Capital II, LLC and another 0.5% interest
in Helix Capital II, LLC through its managing member.
(11) Includes 344,015 shares of Common Stock held directly by York
Capital Management, L.P. ("York Capital"), 44,116 shares of
Common Stock held directly by York Select, L.P. ("York Select"),
and 592,612 shares of Common Stock held by York Investment
Limited ("York Investment"). Also includes 89,900 shares held by
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<PAGE>
accounts managed by an affiliate of Dinan Management, L.L.C.
("Dinan Management"). James G. Dinan is the Senior Managing
Director, Member and holder of 99% of the equity interests in
Dinan Management, the general partner of York Capital and York
Select and the Sub-manager for York Investment. Mr. Dinan and
Dinan Management disclaim beneficial ownership of the shares held
by York Capital, York Select and York Investment and the other
accounts managed by Dinan Management and its affiliates. Also
includes 16,000 shares of Common Stock held by a charitable
foundation established by Mr. Dinan and 4,000 shares held by
trusts established by Mr. Dinan for certain of his family
members. Mr. Dinan disclaims beneficial ownership of the shares
held by the foundation and the trusts.
(12) Includes 725,473 shares of Common Stock held by Highbridge
Capital Corporation. Highbridge Capital Management, LLC serves as
the trading manager for Highbridge Capital Corporation and, as a
result, may be deemed to beneficially own the shares of Common
Stock held by Highbridge Capital Corporation.
(13) For purposes of calculating the shares of Common Stock held by
all directors and executive officers of the Company as group,
shares of Common Stock held by, or issuable within 60 days to,
each of D&S Capital, L.L.C. and Helix Capital II, L.L.C. were
only counted once, even though beneficial ownership of such
shares may have been reported by more than one member of the
group.
Certain Relationships and Related Transactions
On May 20, 1998, the Company consummated the acquisition (the "Speech
Design Acquisition") of the remaining 33% interest in Speech Design not
previously owned by the Company, held by the founders and co-managing directors
of Speech Design, Messrs. Arciszewski and Meiler. Pursuant to the Share Transfer
Agreement, dated May 20, 1998, by and among the Company and Messrs. Arciszewski
and Meiler, the aggregate consideration paid by the Company for the 33% equity
interest approximated $8 million before acquisition costs, consisting of DM
7,570,000 (approximately U.S. $4.3 million) in cash and 458,000 restricted
shares of the Company's Common Stock. The sellers obtained certain registration
rights with respect to such restricted shares.
In connection with the Speech Design Acquisition, Messrs. Arciszewski and
Meiler entered into the Management Agreements described above under the heading
"Employment Contracts". In addition, each of Messrs. Arciszewski and Meiler were
issued an option, dated June 1, 1998, to purchase 100,000 shares of Common
Stock, which options have an exercise price of $8.50 per share and vest in equal
annual installments on the first five anniversary dates of the date of the
issuance of the options.
Pursuant to the Mergers & Acquisition Engagement Agreement, dated August,
1997, as amended on November 29, 1997, and the Amended and Restated Mergers &
Acquisition Engagement Agreement, effective as of October 1, 1998, between the
Company and Helix Capital Services, Inc. ("Helix Services"), the Company paid
Helix Services approximately $374,000 in 1998, including an aggregate of
$210,000 in monthly retainer fees and $164,000 for services rendered in
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<PAGE>
connection with the Speech Design acquisition. Pursuant to the Amended and
Restated Mergers & Acquisition Agreement, Helix Services acts as the principal
financial advisor and, subject to certain exceptions, the exclusive mergers and
acquisition advisor for the Company and all of its domestic subsidiaries. In
exchange for such services, the Company currently pays Helix Services a $10,000
monthly retainer fee (prior to October 1, 1998, the monthly retainer fee was
$20,000) and, in the event the Company consummates a financing or other
extraordinary corporate transaction, an additional fee equal to a minimum of 2%
of the acquisition price, subject to reduction in certain circumstances.
Effective as of October 1, 1998, Speech Design entered into a Mergers &
Acquisition Engagement Agreement with Helix Services pursuant to which Helix
Services acts as the principal financial advisor and, subject to certain
exceptions, the exclusive mergers and acquisition advisor for Speech Design. In
exchange for such services, the Company pays Helix Services a $10,000 monthly
retainer fee and, in the event the Company consummates a financing or other
extraordinary corporate transaction, an additional fee equal to a minimum 2% of
the acquisition price, subject to reduction in certain circumstances. During
1998, Speech Design paid Helix Services an aggregate of $30,000 in monthly
retainer fees.
Messrs. Yoav Stern and Zivi R. Nedivi, directors of the Company, are
principals of Helix.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
On December 12, 1997, the Company retained KPMG Peat Marwick LLP ("KPMG")
to serve as its independent accountant for the fiscal year ending December 31,
1997. KPMG replaced Coopers & Lybrand L.L.P. ("Coopers & Lybrand") who was
dismissed on December 12, 1997.
The dismissal of Coopers & Lybrand was approved by the Board of Directors.
Coopers & Lybrand's report on the financial statements of the Company for the
fiscal years ended December 31, 1996 and 1995 did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles. In connection with the audit
of the Company's financial statements for the years ended December 31, 1996 and
1995, and through the subsequent interim period through December 12, 1997 (the
date of dismissal), there had not been any disagreement with Coopers & Lybrand
on any matter of accounting principle or practice, financial statement
disclosure, or audit scope or procedure, which disagreement, if not resolved to
the satisfaction of Coopers & Lybrand, would have caused it to make reference to
the subject matter of the disagreement in connection with its report. In
addition, there has not been a reportable event as described in paragraph
(a)(1)(v) of Item 304 of Regulation S-K, promulgated under the Securities Act of
1934, as amended.
The Board of Directors will appoint the firm of KPMG Peat Marwick ("KPMG"),
independent public accountants, as the auditors of the Company for the 1999
fiscal year, subject to the ratification of such appointment by the stockholders
at the Annual Meeting.
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<PAGE>
If the foregoing appointment of KPMG is not ratified by the stockholders,
the Board of Directors will appoint other independent accountants whose
appointment for any period subsequent to the next Annual Meeting of Stockholders
will be subject to the approval of stockholders at that meeting. A
representative of KPMG is expected to be present at the Annual Meeting and will
have an opportunity to make a statement should the representative so desire and
to respond to appropriate questions.
Ratification of the selection of KPMG as independent public accountants
will require the affirmative vote of holders of a majority of the shares of the
Common Stock present in person or represented by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF KPMG.
GENERAL
Other Matters
The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting other than those stated in the Notice of Annual
Meeting and referred to in this Proxy Statement. If any other matters should
properly come before the Annual Meeting, it is intended that the proxies in the
accompanying form will be voted as the persons named therein may determine in
their discretion.
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998 is being mailed to stockholders together with this Proxy Statement.
Solicitation of Proxies
The cost of solicitation of proxies in the accompanying form will be borne
by the Company, including expenses in connection with preparing and mailing this
Proxy Statement. In addition to solicitation of proxies by mail, directors,
officers and employees of the Company (who will receive no additional
compensation therefore) may solicit the return of proxies by telephone, or
personal interview. Arrangements have also been made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of stock held of record by such persons, and
the Company will reimburse them for reasonable out-of-pocket expenses incurred
by them in connection therewith.
Each holder of the Company's Common Stock who does not expect to be present
at the Annual Meeting or who plans to attend but who does not wish to vote in
person is urged to fill in, date and sign the proxy and return it promptly in
the enclosed return envelope.
Stockholder Proposals
If any stockholder of the Company intends to present a proposal for
consideration at the next Annual Meeting of Stockholders and desires to have
such proposal included in the proxy statement and form of proxy distributed by
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<PAGE>
the Board of Directors with respect to such meeting, pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended, such proposal
must be received at the Company's principal executive offices, 50 Spring Street,
Ramsey, New Jersey 07446, Attention: Yoav M. Cohen, not later than December 2,
1999. If a stockholder wishes to present a matter at the next Annual Meeting of
Stockholders that is outside of the processes of Rule 14a-8, notice must be
received at the Company's executive offices not later than February 16, 2000.
After that date, the proposal will be considered untimely and the Company's
proxies will have discretionary voting authority with respect to such matter.
By Order of the Board of Directors
YOAV M. COHEN
Secretary
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<PAGE>
PROXY CARD
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
This proxy is solicited on behalf of the Board of Directors of BOGEN
COMMUNICATIONS INTERNATIONAL, INC. for the Annual Meeting of Stockholders to be
held on Tuesday, April 27, 1999. The Board of Directors recommends a vote "FOR"
the following proposals:
1. Election of Directors:
Yoav Stern, Jeffrey Schwarz, Zivi R. Nedivi and Kasimir Arciszewski
INSTRUCTION: To withhold authority to vote for any nominee(s), write that
nominee's name in the space provided:
[ ] FOR all of the nominees [ ] WITHHOLD for all
nominees
2. Ratification of appointment of KPMG Peat Markwick LLP as auditors for
the fiscal year ending December 31, 1999:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(See reverse side)
The undersigned hereby appoints Yoav M. Cohen and Alan Pearl, and each of them,
proxies, with full power of substitution, to vote all shares of Common Stock of
Bogen Communications International, Inc. That the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be held on April 27, 1999, and at
any adjournment thereof, upon all subjects that may properly come before the
meeting. IF SPECIFIC DIRECTIONS ARE NOT GIVEN WITH RESPECT TO THE PROPOSALS OR
ANY OTHER MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING AND THIS PROXY CARD IS
SIGNED AND RETURNED, THE PROXIES WILL VOTE IN ACCORDANCE WITH THE BOARD'S
RECOMMENDATION (I.E., FOR THE PROPOSALS) AND ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING.
Please date and sign exactly as your
name or names appear on this proxy
card. If the shares are held jointly,
each Stockholder should sign. If
signing as an executor, trustee,
administrator, custodian, guardian,
corporate officer, or pursuant to a
power of attorney, please indicate
below.
Dated: ____________________________
By: _______________________________
|_| Check this box if you have either a change of address or comments, and
please note the same on this proxy card.
