MACE SECURITY INTERNATIONAL, INC.
160 Benmont Avenue
Bennington, Vermont 05201
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held August 23, 1996
To the Shareholders of Mace Security International, Inc.:
The Annual Meeting of Shareholders of Mace Security International,
Inc. will be held at the Desmond Americana located at 660 Albany-Shaker
Road, Albany, New York, on August 23, 1996 at 9:00 o'clock in the
forenoon, Eastern time, for the following purposes:
1. To elect nine directors to hold office until the next Annual Meeting
of Shareholders or until their successors have been elected and qualified:
2. To ratify the selection of auditors for the fiscal year ending
December 31, 1996; and
3. To transact such other business as may properly come before the
Meeting.
Only Shareholders of record at the close of business on June 26, 1996
are entitled to notice of and to vote at the Meeting and at any adjournment
thereof. A complete list of Shareholders entitled to vote will be
available for inspection by Shareholders at the executive offices
of the Company at least ten days before the date of the Meeting.
By order of the Board of Directors,
/s/ Richard A. Galt, Esq.
Richard A. Galt, Esq.
Secretary
Dated: July 25, 1996
IMPORTANT--Please sign the enclosed proxy and mail it promptly in the
postpaid return envelope provided, particularly if you do not expect
to attend the Meeting in person.
MACE SECURITY INTERNATIONAL, INC.
160 BENMONT AVENUE
BENNINGTON, VERMONT 05201
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Mace Security International,
Inc. (the "Company") to be used at the Annual Meeting of Shareholders
of the Company to be held on August 23, 1996 at 9:00 o'clock in the
forenoon, Eastern time, at the Desmond Americana located at 660 Albany-Shaker
Road, Albany, New York, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. If the enclosed form of
proxy is executed and returned, it may nevertheless be revoked at
any time before it is exercised, either in person at the Annual Meeting
or by written notice or by a duly executed proxy, bearing a later
date, sent to the Secretary of the Company. If no instructions are
given on a proxy, it will be voted as herein recommended by the Board
of Directors. The Company anticipates mailing this proxy statement
and the accompanying proxy to Shareholders on or about July 25, 1996.
All expenses of proxy solicitation will be borne by the Company.
As of June 26, 1996, there were 6,825,000 shares of Common Stock issued
and outstanding, held by approximately 249 holders of record. Each
share of Common Stock is entitled to one vote. Only holders of record
of Common Stock at the close of business on June 26, 1996 will be
entitled to vote at the Meeting.
Proxies will be received and tabulated by the Company's transfer agent.
Votes cast in person at the Meeting will be tabulated by an election
inspector appointed by the Company. Abstentions and "broker non-votes"
are included in the determination of the number of shares present
at the Meeting. Abstentions are counted in tabulations of the vote
cast on proposals presented to the Shareholders, whereas "broker non-votes"
are not counted in tabulations of the votes cast. Neither are counted
as votes cast "for" a proposal.
ELECTION OF DIRECTORS
The Company's by-laws provide for directors to hold one year terms.
Directors are elected by a plurality of the Shareholders' votes at
the Annual Meeting of Shareholders and are to hold office until the
next Annual Meeting of Shareholders, or until their successors have
been elected and qualified. The Company's by-laws provide that there
shall be not more than twenty-one nor less than three directors of
the Company, with the exact number to be determined from time to time
by the Board. On June 20, 1996 the Board of Directors resolved to
increase the number of Board members from seven (7) to nine (9). The
Board elected James E. West and Ronnie M. Mitchell, Esq. to fill the
two newly created vacancies.
Proxies cannot be voted for a greater number of persons than the number
of nominees named.
The Board proposes that Jon E. Goodrich, Robert D. Norman, C.P.A.,
Robert P. Gould, Stuart M. DuBoff, M.D., Robert R. Rosberg, Ralph
A. Foote, Esq., John E. Logan, James E. West, and Ronnie M. Mitchell,
Esq., whose terms of office expire at the upcoming Annual Meeting
of Shareholders, be re-elected as directors, each to serve for terms
to expire at the Annual Meeting of Shareholders in 1997, or until
their successors shall be elected and shall qualify. It is not anticipated
that any of these nominees will become unavailable for any reason,
but if that should occur before the Annual Meeting, the appointees
named in the proxy reserve the right in the exercise of their sole
discretion to substitute and to vote for any other person of their
choice as nominee in place of such nominee or to vote for such lesser
number of Directors as may be prescribed by the Board of Directors
in accordance with the Company's Certificate of Incorporation and
by-laws. In accordance with Securities and Exchange Commission regulations,
the enclosed proxy card provides Shareholders with an opportunity
to grant to, or withhold from, the appointees named therein the authority
to vote for the election of any director nominee named above.
The Board of Directors recommends that Shareholders vote FOR the foregoing
nominees.
The following information is furnished as to the nominees:
<TABLE>
<CAPTION>
Name Age Title Since
<S> <C> <C> <C>
Jon E. Goodrich 51 Chairman 1987
Robert D. Norman, C.P.A. 49 Vice Chairman,
President and CEO 1987
Robert P. Gould 52 Director 1987
Stuart M. DuBoff, M.D. 52 Director 1993
Robert R. Rosberg 65 Director 1993
Ralph A. Foote, Esq. 73 Director 1995
John E. Logan 62 Director 1995
James E. West 55 Director 1996
Ronnie M. Mitchell, Esq. 44 Director 1996
</TABLE>
None of the foregoing or their associates have a substantial interest,
direct or indirect, in any matter to be voted on at the Annual Meeting.
Jon E. Goodrich is co-founder of the Company and served as Chairman
of the Board of Directors from its inception in 1987 until June 1995.
He served as President of the Company from its inception until January
15, 1996 when he tendered his resignation as President and CEO and
was renamed Chairman of the Board. He is currently employed by the
Company under an advisory employment agreement dated as of January
17, 1996. He is also vice president of Gould & Goodrich Leather, Inc.,
a manufacturer of holsters, belts and related products and president
of G&G Realty, Inc., a real estate management corporation and has
nominal responsibilities as an executive officer of those entities.
(See "Certain Relationships and Related Transactions" and "Employment/Consulting
Contracts and Termination of Employment and Change-in-Control Arrangements").
Robert D. Norman, C.P.A. has been President of the Company since January
15, 1996. He has been a member of the Board of Directors since the
Company's inception and has served as its Vice Chairman since June
1995. He is a Certified Public Accountant and has been associated
with Buie, Norman and Company, P.A. of Fayetteville, North Carolina
for more than the past five years. His accounting firm has rendered
professional services to the Company. (See "Employment/Consulting
Contracts and Termination of Employment and Change-in-Control Arrangements").
Robert P. Gould is co-founder of the Company and has served as a Director
since the Company's inception in 1987. He has been president of Gould
& Goodrich Leather, Inc. and vice president of G&G Realty, Inc. for
more than the past five years. He is also subject to a consulting
agreement with the Company and, pursuant thereto, assists the Company
in marketing primarily to the Law Enforcement Market. Mr. Gould is
not required to devote any minimum amount of time to the Company's
business. (See "Certain Relationships and Related Transactions" and
"Employment/Consulting Contracts and Termination of Employment and
Change -in-Control Arrangements").
Stuart M. DuBoff, M.D. has been a member of the Board of Directors
since June 1993. He is an ophthalmologist and has been associated
with Advanced Eyecare, P.C. of Bennington, Vermont for more than the
past five years.
Robert R. Rosberg was elected to the Board of Directors in June 1993.
He has been associated with the Mosler Anti-Crime Bureau for more
than the past five years and became an employee of the Company when
it purchased certain assets of Mosler, Inc. continuing as such until
March 1994. Mr. Rosberg is currently a consultant to the Company.
Ralph A. Foote, Esq. was elected to the Board of Directors in June
1995 and served as its Chairman from June 1995 until January 15, 1996.
He is a senior partner and a co-founder of the Middlebury, Vermont
based law firm Conley & Foote and has been associated with the firm
for more than the past five years. He is currently a member of the
Board of Directors of Patten Corporation, which is listed on the New
York Stock Exchange.
John E. Logan was elected to the Board of Directors in June 1995.
He is the President of EUSA Professional Services, a full service
management consulting firm, and has been associated with the firm
for more than the past five years.
James E. West was elected to the Board of Directors in June 1996.
He founded By-Line Data in May 1994. Since that time he has served
as President and CEO. By-Line Data develops and markets new products
for newspaper clients to create "paperless" on-line information services
for use by their readers as an adjunct to their printed product. Prior
to 1994, he served as a consultant to several companies. Mr. West
was the original founder of TV Data and served in the role of president
and CEO and, later, as consultant to that Company.
Ronnie M. Mitchell, Esq. was elected to the Board of Directors in
June 1996. He has been a senior partner of Harris, Mitchell & Hancox,
Attorneys at Law for more than the past five years. Mr. Mitchell is
an author and contributor to numerous publications including: the
North Carolina Family Law Practice Handbook, the North Carolina Criminal
Practice Manual and the North Carolina Driving Under the Influence
Manual. He is a member of numerous organizations including the Cumberland
County, North Carolina and American Bar Associations; National Association
of Criminal Defense Lawyers; and the North Carolina Academy of Trial
Lawyers.
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information concerning each person who
was an executive officer or director of the Company on July 12, 1996.
Directors hold office until the next Annual Meeting of Shareholders
or until their successors have been elected and qualified. Officers
are elected by the Board of Directors to hold office until the first
meeting of the Board following the next Annual Meeting of Shareholders
and until their successors are elected and qualified.
<TABLE>
<CAPTION>
Name Age Title
<S> <C> <C>
Jon E. Goodrich 51 Chairman
Robert D. Norman, C.P.A. 49 Vice Chairman, President and CEO
Robert P. Gould 52 Director
Richard A. Galt, Esq. 32 General Counsel
Executive Vice President and Secretary
Bernard D. Graney, Jr. 36 Vice President of Operations
Brian L. Kelley 37 Treasurer
Stuart M. DuBoff, M.D. 52 Director
Robert R. Rosberg 65 Director
Ralph A. Foote, Esq. 73 Director
John E. Logan 62 Director
James E. West 55 Director
Ronnie M. Mitchell, Esq. 44 Director
</TABLE>
See "ELECTION OF DIRECTORS" for a description of the business experience
of each of the directors.
Richard A. Galt, Esq. is General Counsel, Executive Vice President
and Secretary. He has been employed by the Company since September
1994. Prior to joining the Company he obtained a Master of Arts degree
in 1989 from New York University and the degree of Juris Doctor from
Albany Law School in 1994. He was admitted to the New York State Bar
in February 1995 and to the Vermont State Bar in October 1995. He
was appointed the Company's Secretary in June 1995 and Executive Vice
President in June 1996.
Bernard D. Graney, Jr. is Vice President of Operations. He has been
employed by the Company for more than five years and has, during that
time, held a variety of managerial positions. He served as the Company's
Secretary from August 1993 until June 1995.
Brian L. Kelley is Treasurer. He has been employed by the Company
since May 1994 and was appointed Treasurer in April 1996. Prior to
that he held the position of Senior Cost Analyst for the Company.
In 1993 he was the business manager for Commonwealth Thomas Group,
a multi-line bus dealership and from 1991 to 1993 he was the Controller
for Strawberry Banke, Inc., a historical museum located in Portsmouth, NH.
The Board of Directors has the following standing Committees, among
others; the Audit Committee, the Nominating and Governance Committee
and the Compensation Committee. The Audit Committee consists of Messrs.
Norman, DuBoff and Logan. The Audit Committee recommends matters involving
the engagement and discharge of independent auditors, reviews the
plans for and results of the Company's procedures for internal auditing,
and reviews the continuing status of the Company's system of internal
accounting controls. The Nominating and Governance Committee consists
of Messrs. Logan and Gould and the newly appointed Rosberg. The Nominating
and Governance Committee recommends the nomination of board member
candidates, evaluates the performance of board members and evaluates
the effectiveness, procedures, and practices of the Board . The Compensation
Committee consists of Messrs. Rosberg, DuBoff and Logan and makes
recommendations regarding management compensation and administers
the Stock Option Plan.
During the fiscal year ended December 31, 1995, the Board of Directors
held twelve meetings. The Audit Committee met three times, the Nominating
and Governance Committee met one time and the Compensation Committee
met two times. Also during such fiscal year, no director attended
fewer than 75% of the aggregate of all Board meetings and meetings
of all Committees on which he served.
OWNERSHIP OF SECURITIES
The following table sets forth certain information regarding the number
and percentage of Common Stock (being the Company's only voting securities)
beneficially owned by each director, director-nominee and executive
officer and all officers, directors and director nominees as a group,
as of July 12, 1996. The address for each director, director-nominee
and officer is the Company's principal office at 160 Benmont Avenue,
Bennington, Vermont 05201.
The table also discloses information relating to the only persons
(including any "group" as that term if used in Section 13(d)(3) of
the Securities Exchange Act of 1934) that, to the Company's knowledge,
owns more than 5% of the Common Stock of the Company:
<TABLE>
<CAPTION>
Name and Address Amount & Nature of Percent
Beneficial Ownership Beneficially
Owned
<S> <C> <C>
Jon E. Goodrich 1,994,246 <FN1><FN2> 29.2%
Robert D. Norman, C.P.A. 160,388 <FN3> 2.4%
Robert P. Gould 1,842,444 <FN1> 27.0%
Bernard D. Graney, Jr. 11,000 <FN4> <FN7>
Stuart M. DuBoff, M.D. 10,000 <FN4> <FN7>
Robert R. Rosberg 10,000 <FN4> <FN7>
Ralph A. Foote, Esq. 10,000 <FN4> <FN7>
John E. Logan 10,500 <FN4> <FN7>
Richard A. Galt, Esq. 650,000 <FN4><FN5> 9.5%
Brian L. Kelley 0 <FN7>
James E. West 0 <FN7>
Ronnie M. Mitchell, Esq. 0 <FN7>
All executive officers 4,058,578 <FN6> 59.5% <FN6>
and directors
as a group (12 persons)
TransTechnology Corporation 580,000 8.5%
150 Allen Road
Liberty Corner, NJ 07938
<FN>
<F1> Excludes shares held by the named directors' spouses. The named
directors do not have shared voting or dispositive power with respect
to such shares.
<F2> Includes 4,800 shares owned by children over which he has voting
and investment power.
<FN3> Includes 6,000 shares owned by minor children over which he has
voting and investment power.
<FN4> Includes immediately exercisable options to purchase 10,000 shares
of Common Stock.
<FN5> Includes 640,000 shares underlying an option to purchase granted
by Mr. Goodrich. (See "Compensation of Directors and Officers" and
"Employment/Consulting Contracts and Termination of Employment and
Change-in-Control Arrangements").
<FN6> Does not "double count" the shares underlying the option granted
from Mr. Goodrich to Mr. Galt.
<FN7> Indicates beneficial ownership of less than 1%
</TABLE>
COMPENSATION OF DIRECTORS AND OFFICERS
Summary Compensation
No executive officer receives any additional compensation for serving
as a director, and directors who are not employees of the Company
receive a meeting fee of $500 per day and the Chairman receives $750
per day for each meeting attended. All directors are entitled to reimbursement
for expenses incurred in attending Board and committee meetings. All
directors, other than the recent appointees, have been granted options
to purchase 10,000 shares in conjunction with their becoming a director.
Otherwise, no other directors who are not also executive officers
received any plan or non-plan compensation from the Company during
the last five fiscal years. Messrs. Gould and Goodrich have waived
their rights to the fees commencing in 1994.
The following table sets forth certain information for 1995 concerning
cash earned by, or awarded to, the CEO and the four most highly compensated
executive officers of the Company and for all executive officers as
a group. None of the named individuals received non-cash compensation,
except for perquisites and other personal benefits, securities or
property, which did not exceed 10% of the aggregate amount of the
total annual salary and bonus reported for the named executive officer.
<TABLE>
Annual Compensation Table
<CAPTION>
Name and Year Ended
Principal Position December 31 Annual Salary <1> Bonus
<S> <C> <C> <C>
Jon E. Goodrich <2> 1995 $161,000 $--
President 1994 175,108 2,500
1993 564,000 7,000
John M. Ahearn <3> 1995 44,200 --
Vice President of Finance 1994 44,844 2,699
Treasurer 1993 32,850 7,000
Bernard D. Graney, Jr. 1995 56,100 --
Vice President of Operations 1994 57,109 2,699
1993 43,200 7,000
Richard S. Mackney <4> 1995 69,166 --
Vice President of Sales 1994 50,794 2,699
1993 15,525 --
James R. Kardas <5> 1995 35,529 --
Vice President of Marketing 1994 63,554 2,699
1993 51,894 7,000
All Executive Officers 1995 444,549 --
(8 people) as a group 1994 505,027 18,694
1993 816,583 42,000
<FN>
<FN1> Includes commissions.
<FN2> Tendered his resignation as the President effective January 15,
1996. He is currently employed by the Company as an advisor to the
Board of Directors.
<FN3> Tendered his resignation effective April 5, 1996.
<FN4> Tendered his resignation effective May 31, 1996.
<FN5> Became a part-time employee effective March 1, 1995 and subsequently
resigned effective September 29, 1995.
</TABLE>
Options Granted in Last Fiscal Year
There were no options granted during the last fiscal year to the named
executive officers of the Company.
The following table shows certain information with respect to the
year-end value of options held by the CEO and the four most highly
compensated executive officers. No options were exercised during 1995.
<TABLE>
Fiscal Year-End Option Values
<CAPTION>
Value of Unexercised
Number of Unexercised Name In-The-Money
Name Options at 12/31/95 <FN1> Options at 12/31/95 <FN2>
<S> <C> <C>
Jon E. Goodrich <FN3> -- --
John M. Ahearn<FN4> 10,000 $(43,750)
Bernard D. Graney, Jr. 10,000 $(43,750)
James R. Kardas <FN5> 5,000 $(21,875)
Richard S. Mackney <FN6> 1,000 $ (4,375)
<FN>
<FN1> All options are immediately exercisable.
<FN2> Based on the 12/31/95 closing price of $1.125 per share.
<FN3> Tendered his resignation as President effective January 15, 1996.
He is currently employed by the Company as an advisor to the Board
of Directors.
<FN4> Tendered his resignation effective April 5, 1996. Consequently,
his options have been terminated.
<FN5> Tendered his resignation effective September 29, 1995. Consequently,
his options have been terminated.
<FN6> Tendered his resignation effective May 31, 1996. Consequently,
his options have been terminated.
</TABLE>
1993 Stock Option Plan
The Plan is administered by the Compensation Committee of the Board
of Directors, which may grant options to employees, directors, and
distributors for, and consultants to, the Company. The term of each
option may not exceed fifteen years from the date of grant. Immediately
exercisable options to purchase approximately 90,200 shares of Common
Stock were granted to employees, consultants and directors contemporaneously
with completion of the initial public offering including options to
purchase 10,000 shares to each director, other then Messrs. Gould,
Goodrich and Norman, at an exercise price equal to the initial public
offering price. During 1994, options to purchase 30,000 shares were
issued in blocks of 10,000 shares each to a former director and two
consultants and are exercisable over a ten year period. To date, no
options have been exercised.
Employment/Consulting Contracts and Termination of Employment and
Change-in-Control Arrangements
Jon E. Goodrich is employed by the Company under an advisory employment
agreement dated as of January 17, 1996 pursuant to which Mr. Goodrich
serves as an advisor to the Company's Board of Directors on such matters
as are requested from time to time. The agreement supersedes the September
1, 1993 employment agreement between Mr. Goodrich and the Company
and is effective until September 1, 1998. Mr. Goodrich is entitled
to an annual salary of $125,000. The agreement prohibits Mr. Goodrich
from accepting employment with any other entity and further prohibits
him from competing with the Company for a two year period following
his voluntary termination of employment with the Company or termination
of his employment by the Company for cause, as defined in the agreement.
Should Mr. Goodrich's employment be terminated without cause, he shall
be entitled to all payments for the term of the agreement. In consideration
of Mr. Goodrich's agreement to the non-compete and non-solicitation
provisions, Mr. Goodrich received a $25,000 bonus upon signing the
agreement.
Pursuant to a consulting agreement dated as of September 1, 1993,
the Company has retained the consulting services of Robert P. Gould,
a director/stockholder, to assist the Company in expanding its market
share in the Law Enforcement Markets. The consulting agreement has
a one year term, but is automatically renewed on a year-to-year basis
until September 1, 1998 unless terminated by either party on at least
30 days written notice prior to the renewal date. Mr. Gould is entitled
to an annual consulting fee of $50,000 plus expense reimbursement.
Mr. Gould is not an executive officer of the Company. Furthermore,
his consulting agreement does not require him to devote any minimum
amount of time to the Company's business. Mr. Gould agreed to waive
all payments to him for the period September 1, 1994 through June
30, 1996.
Robert D. Norman, a director/stockholder, entered into a two year
employment agreement with the Company as President/Chief Executive
Officer dated as of January 16, 1996. The agreement provides Mr. Norman
with an annual salary of $110,000, an annual bonus equal to $1,000
for every $100,000 of net income for each fiscal quarter, and 20,000
shares of Common Stock which have been issued. The agreement prohibits
him from competing with the Company for a two year period following
his voluntary termination of employment with the Company or termination
of his employment by the Company for cause, as defined in the agreement.
Should Mr. Norman's employment be terminated without cause, he shall
be entitled to a lump sum payment equal to fourteen weeks pay, plus
an additional payment of $25,000.
Mr. Goodrich has granted Richard A. Galt, Esq., the Company's General
Counsel, Executive Vice President and Secretary, the option to acquire
640,000 shares of his Common Stock. In the event Mr. Galt elects to
purchase such shares, Mr. Goodrich has agreed to resign from the Board
and to enter into a voting arrangement whereby Mr. Galt will be entitled
to vote all shares owned by Mr. Goodrich. Mr. Goodrich currently owns
1,994,246 (29.2% of the outstanding Common Stock of the Company).
In addition, upon the purchase of the initial 640,000 shares, Mr.
Galt will have the right to purchase up to 25% of the remaining shares
owned by Mr. Goodrich in each of the next four years.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to July 1, 1994, the Company sub-leased its principal operating
facility in Bennington, Vermont, from G&G Realty, Inc., a company
wholly owned and operated by Robert P. Gould, a director and stockholder,
and Jon E. Goodrich, the Chairman of the Board and stockholder. The
sublease was an operating lease which required monthly payments of
$15,300 plus the Company's proportionate share of taxes, insurance
and utilities. Lease payments made for 1994 were $95,129.
Effective July 1, 1994, the Company paid G&G Realty, Inc., a company
wholly owned by Messrs. Gould and Goodrich, $75,000 for all of its
rights and obligations under the lease agreement, including an option
to purchase the South Wing of its principal operating facility. Amortization
of this deferred cost was $13,440 and $6,720 in 1995 and 1994, respectively.
The term of the lease expires on January 31, 2000, and requires monthly
payments of $5,805, plus the Company's proportionate share of taxes,
insurance, utilities and an annual cost of living increase. The option
may be exercised for $600,000 at the end of the lease term. In connection
with this lease, the Company is receiving rental income through sublease
arrangements. One of the sublease agreements is with a tenant owned
partially by the Chairman/stockholder of the Company. Rental income
from this agreement was $24,000 in 1995 and $8,400 in 1994.
Pursuant to the acquisition of the assets of the Federal Laboratories
division from TransTechnology Corporation, the Company leased, from
March 1994, until September 1995, the operating facilities in Saltsburg,
Pennsylvania. Total lease payments were $60,568 in 1995 and $82,611
in 1994.
In July 1994, Jon E. Goodrich borrowed $68,725 from the Company. This
loan was paid in full, including accumulated interest of $1,867, on
November 7, 1994.
During 1994, Jon E. Goodrich purchased certain assets of the Company
in exchange for a note of $21,041. This note was paid in February 1995.
In 1994, the Company paid consulting fees of $33,333 to Robert P.
Gould. No consulting fees were paid to this director in 1995.
TransTechnology Corporation, a stockholder, served the Company with
a demand for arbitration pursuant to the March 1, 1994 purchase agreement
between the Company and TransTechnology Corporation for the purchase
of certain assets and liabilities of the Federal Laboratories division
of TransTechnology Corporation. The demand alleged a breach of representations
and warranties by the Company. In early 1995, management of the Company
reached an agreement to settle the dispute. Under the agreement, the
Company issued an additional 115,000 shares of unregistered common
stock to TransTechnology resulting in a charge to earnings of approximately
$172,500 ($.02 per share). This settlement was recorded as of December
31, 1994.
In September 1995, the Company reached an agreement to settle certain
other claims with TransTechnology Corporation as a result of the March
1, 1994 purchase of the Federal Laboratories division. As a result
of this agreement, TransTechnology Corporation paid the Company $202,485.
This receipt included $91,230 which offset obligations of the Company,
$97,511 of other income and $13,744 as a reimbursement of current
operating expenses.
The Company believes that all transactions with related individuals
and entities were on terms at least as favorable to the Company as
those that would have been reached with unrelated third parties.
SECTION 16(a) REPORTING
Each Director and Executive Officer of the Company who is subject
to Section 16 of the Securities Exchange Act of 1934, and each other
person who beneficially owns more than 10% of the Company's Common
Stock, is required by Section 16(a) of that Act to report to the Securities
and Exchange Commission by specified dates his or her ownership of,
and transactions in, the Company's Common Stock. Copies of such reports
on Forms 3, 4 and 5 must also be provided to the Company.
Based solely on a review of Forms 3 and 4 and amendments thereto furnished
to the Company during its fiscal year ended December 31, 1995, no
officer, director, or person, other than set forth below, known to
be the beneficial owner of more than 10% of the Company's outstanding
Common Stock, failed to file on a timely basis, reports required to
be filed by Section 16 (a) of the Exchange Act during the most recent
fiscal year.
Ms. Noyes-Goodrich, former Director of Personnel, failed to timely
file a Form 4 in March 1996. Mr. Kardas, former Vice President of
Marketing, failed to timely file a Form 4 in September 1995. Mr. Gould,
Director/stockholder, failed to timely file a Form 4 in November 1995.
Ms. Noyes-Goodrich, Mr. Kardas and Mr. Gould have been notified of
their filing requirements.
AUDITORS
Coopers & Lybrand L.L.P. has audited the financial statements of the
Company in connection with the Company's initial public offering and
the fiscal years ended December 31, 1994 and 1995. They have been
selected by the Board of Directors to audit the Company's financial
statements for the fiscal year ending December 31, 1996. Representatives
of Coopers & Lybrand L.L.P. are expected to be present at the Meeting,
with the opportunity to make a statement and to be available to respond
to appropriate questions. At the meeting, the Shareholders will be
asked to ratify the selection.
The Board of Directors recommends that Shareholders vote FOR this
Proposal.
SHAREHOLDERS' PROPOSALS AND NOMINATIONS FOR DIRECTORS
FOR THE 1997 ANNUAL MEETING
Shareholder proposals intended for inclusion in the proxy material
for the 1997 Annual Meeting, and nominations for directors to be elected
at the 1997 Annual Meeting, must be received by the Secretary of the
Company at the Company's offices at 160 Benmont Avenue, Bennington,
Vermont, 05201 not later than March 27, 1997 in order for such proposals
and nominations to be included in the proxy material for the 1997
Annual Meeting of Shareholders. The notice of nomination shall contain
the following information: (a) the full names and residence and business
addresses of each of the proposed nominees; (b) the business experience
of each of the proposed nominees for the most recent five (5) years,
including principal occupations and employment; (c) name, principal
business and size of any entity in which such occupations and employment
were carried on; (d) the number of shares of the Company's Common
Stock owned directly or indirectly by each of the proposed nominees;
(e) a description of any legal or administrative proceedings or order
or decree any nominee is or has been a party to or is or was subject
to during the most recent five (5) years; (f) the name and residence
and business address of the Shareholder who makes the nomination;
(g) the number of shares of the Company's Common Stock owned directly
or indirectly by the Shareholder who makes the nomination; and (h)
any other information regarding each of the nominees required by Schedule
14A of the Securities Exchange Act of 1934, as amended or any successor
provision.
ADDITIONAL INFORMATION AND OTHER MATTERS
The Company's financial statements, and Management's Discussion and
Analysis of Financial Condition and Results of Operations, are incorporated
herein by reference to the Company's 1995 Annual Report to Shareholders,
which is being delivered to Shareholders with this Proxy Statement.
A copy of the Company's Annual Report on Form 10-KSB for its fiscal
year ended December 31, 1995, as filed with the Securities and Exchange
Commission, together with a list describing the exhibits filed therewith,
may be obtained free of charge by writing to the Company, 160 Benmont
Avenue, Bennington, Vermont 05201. Any exhibit may be obtained, at
a reasonable charge, by writing to the same address.
Management is not aware of any matters to be presented for action
at the Meeting, other than the matters mentioned above, and does not
intend to bring any other matters before the Meeting. However, if
any other matters should come before the Meeting, it is intended that
the holders of the proxies will vote them in their discretion.
By order of the Board of Directors,
/s/ Richard A. Galt, Esq.
Richard A. Galt, Esq.
Secretary
Dated: July 25, 1996
Proxy for 1996 annual meeting of shareholders of
MACE SECURITY INTERNATIONAL, INC.
This Proxy is solicited by the board of directors
Know all men by these presents, that I, the undersigned Shareholder
of Mace Security International, Inc., do hereby nominate, constitute
and appoint David Pollitzer and Germaine Curtin (neither being an
officer or employee of the Company) or any of them (with full power
to act alone) my true and lawful attorney(s) with full power of substitution,
for me and in my name, place and stead to vote all the Common Stock
of said Company, standing in my name on its books on June 26, 1996
at the Annual Meeting of its Shareholders to be held at the Desmond
Americana, at 660 Albany-Shaker Road, Albany, New York at 9:00 a.m.
on August 23, 1996, or any adjournment thereof, with all the powers
the undersigned would possess if personally present, as follows:
1. To elect the nine (9) persons listed below.
[ ] For [ ] Against [ ] Withheld
Jon E. Goodrich Robert P. Gould John E. Logan
Stuart M. DuBoff, M.D. Robert R. Rosberg James E. West
Robert D. Norman, C.P.A. Ralph A. Foote, Esq. Ronnie M. Mitchell, Esq.
Withhold authority to vote for ______________________________________
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided above).
2. To ratify the selection of Coopers & Lybrand L.L.P. to serve as
auditors for the fiscal year ending December 31, 1996.
[ ] For [ ] Against [ ] Withheld
This proxy, when properly executed, will be voted as directed ON THE
REVERSE SIDE OF THIS CARD. In the absence of any direction, the shares
represented hereby shall be voted for the matters specifically set
forth herein. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before such meeting
or any adjournment thereof.
The board of directors recommends a vote "for" each of the matters
STATED ON THE REVERSE SIDE OF THIS CARD. This proxy is solicited on
behalf of the board of directors and may be revoked prior to its exercise
by delivery of notice of revocation or a later dated proxy to Richard
A. Galt, Esq., Secretary of the Corporation at 160 BENMONT AVENUE,
BENNINGTON, VERMONT 05201.
Date ______________ ____________________________________________(L.S.)
____________________________________________(L.S.)
Signature of Shareholder
