<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a
</TABLE>
Gunther International, LTD.
- --------------------------------------------------------------------------------
(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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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------------------------------------------------------------------------
<PAGE> 2
GUNTHER INTERNATIONAL, LTD.
One Winnenden Road
Norwich, Connecticut 06360
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 9, 1998
-------------
Notice is hereby given that the Annual Meeting of Stockholders of Gunther
International, Ltd. will be held at the Waldorf-Astoria, 301 Park Avenue, New
York, New York 10022, on Wednesday, September 9, 1998 at 10:00 a.m., local time,
for the following purposes:
(1) To elect a Board of five Directors to serve until the next Annual
Meeting of Stockholders or until their respective successors shall be
elected and qualified;
(2) To ratify the appointment of Arthur Andersen LLP as the Company's
independent accountants for the current fiscal year; and
(3) To act upon such other matters as may properly come before the meeting
or any postponements or adjournments thereof.
The Board of Directors has fixed the close of business on July 28, 1998 as
the record date for the determination of the stockholders entitled to notice of
and to vote at the Annual Meeting. For ten days prior to the Annual Meeting, a
complete list of stockholders entitled to vote at the Annual Meeting will be
available for examination by any stockholder for any purpose germane to the
Annual Meeting during ordinary business hours at the Company's principal
executive offices located at One Winnenden Road, Norwich, Connecticut 06360. All
stockholders are invited to attend the Annual Meeting in person.
By order of the Board of Directors
Frederick W. Kolling, III
Vice President, Chief Financial
Officer,
Treasurer and Secretary
July 29, 1998
Norwich, Connecticut
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE MARK, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE SO
THAT YOUR STOCK MAY BE REPRESENTED AT THE ANNUAL MEETING.
<PAGE> 3
GUNTHER INTERNATIONAL, LTD.
ONE WINNENDEN ROAD
NORWICH, CONNECTICUT 06360
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors and management of Gunther International, Ltd., a Delaware
corporation (the "Company"), of proxies for use at the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at the Waldorf-
Astoria, 301 Park Avenue, New York, New York 10022, on Wednesday, September 9,
1998 at 10:00 a.m., local time, and at any and all postponements or adjournments
thereof, for the purposes set forth in the accompanying Notice of Meeting.
This Proxy Statement, Notice of Meeting and accompanying proxy card are
first being mailed to stockholders on or about July 29, 1998.
GENERAL
Only holders of record of either the Company's common stock, par value
$.001 per share ("Common Stock"), or the Company's Series B Common Stock, par
value $.001 per share ("Series B Common Stock"), issued and outstanding at the
close of business on July 28, 1998 (the "Record Date") are entitled to notice of
and to vote at the Annual Meeting. On the Record Date, there were 4,291,269
shares of Common Stock and 500 shares of Series B Common Stock issued and
outstanding. The Common Stock and the Class B Common Stock are sometimes
hereinafter collectively referred to as the "Voting Stock."
The presence at the Annual Meeting of the holders of a majority of the
outstanding shares of the Voting Stock of the Company, either in person or by
properly executed proxy, shall constitute a quorum. In the event that there are
not sufficient votes for a quorum, the Annual Meeting may be adjourned from time
to time until a quorum is obtained.
Those individuals nominated for election to the Board of Directors by the
holders of Common Stock and those individuals nominated for election to the
Board of Directors by the holders of Series B Common Stock, as described in Item
1 below, must each be elected by the affirmative vote of a plurality of the
votes cast by each class, voting separately as a class at the Annual Meeting.
The ratification of Arthur Andersen LLP as the Company's independent accountants
for the current fiscal year, as described in Item 2 below, and any other matters
presented for consideration at the Annual Meeting must be approved by the
affirmative vote of a majority the votes cast at the Annual Meeting by the
holders of the Voting Stock. For purposes of determining the number of
affirmative votes cast with respect to a particular matter, only those votes
cast "for" the matter are counted.
The Restated Certificate of Incorporation of the Company provides that the
holders of shares of Common Stock and of Series B Common Stock are entitled to
one vote for each share of stock so held with respect to each matter to be voted
on by the stockholders of the Company. Until December 20, 1999, the holders of
shares of Series B Common Stock, voting separately as a class, are entitled to
elect that number of directors equal to one more than one-half of the total
number of directors comprising the Board of Directors of the Company. The total
number of directors comprising the full Board has been fixed at five.
Consequently, the holders of shares of Series B Common Stock, voting as a group,
will be entitled to elect three directors and the holders of shares of Common
Stock will be entitled to elect two directors.
Except as described in the preceding paragraph, the holders of shares of
Common Stock and Series B Common Stock will vote together as a single class,
with each such holder being entitled to one vote for each share held as of the
Record Date, on all matters submitted to stockholders at the Annual Meeting.
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<PAGE> 4
Abstentions will be treated as shares present and entitled to vote for
purposes of determining the presence of a quorum, but will be counted separately
(as neither a vote for nor a vote against) in the tabulation of the votes cast
on proposals presented to stockholders. If a broker or other record holder or
nominee indicates on a proxy that it does not have authority as to certain
shares to vote on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter. As a result, these
so-called "broker non-votes" will have no effect on the outcome of the voting
for a particular matter.
If the accompanying proxy card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the proxy card will vote for the slate of
nominees proposed by the Board of Directors, for ratification of the appointment
of Arthur Andersen LLP as the Company's independent accountants for the current
fiscal year ending March 31, 1999 and as recommended by the Board of Directors
with regard to all other matters or, if no such recommendation is given, in
their own discretion. Each stockholder may revoke a previously granted proxy at
any time before it is exercised by filing with the Secretary of the Company a
revoking instrument or a duly executed proxy bearing a later date. The powers of
the proxy holders will be suspended if the person executing the proxy attends
the Annual Meeting in person and so requests. Attendance at the Annual Meeting
will not, in itself, constitute revocation of a previously granted proxy.
ITEM 1.
ELECTION OF DIRECTORS
Five directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting to hold office until the next Annual Meeting of
Stockholders or until their respective successors have been elected and
qualified. The Board of Directors' nominees are the five individuals named
below. As discussed above, three of the nominees (Messrs. Newman, Fiske and
Hickman) have been nominated for election by the holders of shares of Series B
Common Stock, and two of the nominees (Messrs. Perkins and Whitney) have been
nominated for election by the holders of shares of Common Stock. It is the
intention of the persons named in the enclosed proxy to vote the shares covered
by each proxy for the election of all persons nominated for election by the
holders of shares of Common Stock. Although the Board of Directors does not
anticipate that such nominees will be unavailable for election, in the event of
such occurrence the proxies will be voted for such substitute, if any, as the
Board of Directors may designate.
The following table sets forth information with respect to all nominees,
including the persons who have been nominated for election by the holders of
shares of Series B Common Stock:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
<S> <C> <C> <C>
NOMINATED FOR ELECTION BY HOLDERS OF SERIES B COMMON STOCK
Gerald H. Newman 57 Private Investor 1993
Guy W. Fiske 73 Chairman and Chief Executive Officer of 1993
Fiske Associates, Inc.
J. Kenneth Hickman 70 Independent Business Consultant 1994
NOMINATED FOR ELECTION BY HOLDERS OF COMMON STOCK
Mark I. Perkins 53 Chairman of Perkins Capital Advisors, Inc. 1998
James H. Whitney 53 President and Chief Executive Officer 1995
</TABLE>
GERALD H. NEWMAN. Mr. Newman has been a director of the Company since
September 1993, and has served as Chairman of the Board of Directors since the
death of Harold Geneen, our former Chairman, in November 1997. Since 1971, Mr.
Newman has been a private investor and consultant to various high technology
companies. From 1969 to 1971, Mr. Newman was a registered representative of
Eastman Dillon Union Securities. From 1962 to 1969, Mr. Newman was a certified
public accountant at the accounting firm of Hertz Herson & Co.
2
<PAGE> 5
GUY W. FISKE. Mr. Fiske has been a director of the Company since November
1993. Mr. Fiske, a private investor, has been Chairman and Chief Executive
Officer of Fiske Associates, Inc., an investment company, from 1984 to the
present. He served as Chief Executive Officer of Educational Publishing Corp.
from 1985 to 1991. Mr. Fiske also served as Deputy Secretary of Commerce, and
then as Undersecretary of Energy, from 1981 to 1983. Previously, he served as
Executive Vice President and a director of General Dynamics from 1977 to 1981,
and as a Corporate Vice President of ITT Corporation from 1968 to 1977.
J. KENNETH HICKMAN. Mr. Hickman has been a director of the Company since
September 1994. Since January 1991, Mr. Hickman has been an independent business
consultant. For twenty-seven years prior to that he was a partner in Arthur
Andersen LLP, with various responsibilities including managing partner of the
firm's New Jersey office and director of its international business practice
program. He is a trustee of Fordham University and has served as a director and
officer of a number of not-for-profit organizations, primarily those concerned
with international trade and foreign affairs.
MARC I. PERKINS. Mr. Perkins has been a director of the Company since
1998. Mr. Perkins is, and has been since 1993, Chairman of Perkins Capital
Advisers, Inc., a registered investment adviser. He is, and has been since 1996,
a principal in PMK Securities and Research, Inc., a broker-dealer and member of
the National Association of Securities Dealers, Inc. From 1984-1992, he was Vice
President and shareholder of Private Capital Management, Inc., a registered
investment adviser. He also serves as a director of Healthplan Services, Inc., a
third party administrator of health care plans the shares of which are listed on
the New York Stock Exchange.
JAMES H. WHITNEY. Mr. Whitney has been a director of the Company since
September 1995, and has held the positions of President and Chief Executive
Officer of the Company since February 1995. Prior to that, he served as
President of the Intertec Group, a Company engaged in international technology
transfer. From 1990 to 1994, Mr. Whitney was President, Sales & Services
Division of Summagraphics Corporation, a manufacturer of digitizers, plotters
and scanners.
DIRECTORS' REMUNERATION; ATTENDANCE
Members of the Board of Directors of the Company receive no compensation
for their service as directors. The Company will reimburse all directors for
reasonable travel expenses incurred in attending meetings. During the prior
fiscal year, the Company made no such payments to any of its Directors.
The Board of Directors met two times during the previous fiscal year and
acted by the unanimous written consent of its members on five occasions. No
director attended fewer than 75% of the total number of meetings of the Board
and the Committees on which such director served.
COMMITTEES OF THE BOARD
The standing committees of the Board of Directors are the Audit Committee
and the Executive Compensation/Stock Option Committee.
The Audit Committee of the Board of Directors consists of Messrs. Fiske,
Newman and Hickman. Mr. Newman serves as Chairman of the Audit Committee. The
function of the Audit Committee is to review and report to the Board of
Directors with respect to the selection and the terms of engagement of the
Company's independent public accountants, and to maintain communications among
the Board of Directors, such independent public accountants, and the Company's
internal accounting staff with respect to accounting and audit procedures, the
implementation of recommendations by such independent public accountants, the
adequacy of the Company's internal controls and related matters. The Audit
Committee also reviews certain related-party transactions and any potential
conflict-of-interest situations involving officers, directors or stockholders
beneficially owning more than 10% of any class of equity security of the
Company. During the prior fiscal year, the Audit Committee met two times.
The Executive Compensation/Stock Option Committee of the Board of Directors
consists of Messrs. Fiske, Hickman and Newman. Mr. Newman serves as Chairman of
the Executive Compensation/ Stock Option Committee. The function of the
Executive Compensation Committee is to review the
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<PAGE> 6
performance of and to fix and determine the compensation of all officers of the
Company and all other employees of the Company whose annual salary level is
$100,000 or more or who might be reasonably anticipated to receive compensation
from the Company at an annual rate of $100,000 or more. During the prior fiscal
year, the Executive Compensation Committee did not meet.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- ------------------------------------------
<S> <C> <C>
James H. Whitney 53 President and Chief Executive Officer
Alan W. Morton 60 Vice President and Chief Operating Officer
Frederick W. Kolling, III 50 Vice President, Chief Financial Officer,
Treasurer and Secretary
</TABLE>
For the biography of Mr. Whitney, see the above section entitled "Election
of Directors."
ALAN W. MORTON. Mr. Morton has held the positions of Vice President and
Chief Operating Officer of the Company since February 1995. Prior to that, he
had been President of North American Operations for Summagraphics Corporation
since 1992. Prior to that, he had been President of the Digitizer Division of
Summagraphics, and before that, Senior Vice President of Operations. From 1982
to 1984, Mr. Morton was Vice President of Operations for Electro Signal Labs,
Inc. Prior to that, he was Director of Technical Services for Timex Corporation
and General Manager of TMX Taiwan, Ltd. Mr. Morton has extensive engineering,
manufacturing and administrative experience from prior managerial positions at
Varian Associates and Caltex Petroleum Corporation.
FREDERICK W. KOLLING, III. Mr. Kolling has held the positions of Vice
President, Chief Financial Officer and Treasurer since July 1995. Prior to that,
from 1989 to July 1995, Mr. Kolling was Director of Finance for American Power
Conversion Corporation, a manufacturer of uninterruptible power supplies. From
1984 to 1989, he was Vice President of Finance and Administration at Daly &
Wolcott, a computer software manufacturer and consulting firm. He is a Certified
Public Accountant and was with Price Waterhouse & Company from 1982 to 1984.
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following Summary Compensation Table sets forth information concerning
compensation for services in all capacities to the Company or subsidiaries of
the Company for the fiscal year ended March 31, 1998 of (i) the chief executive
officer and (ii) the other four most highly compensated executive officers of
the Company whose total salary and bonus for the year ended March 31, 1998
exceeded $100,000, for services in all capacities to the Company during such
fiscal year (the "Named Executive Officers").
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<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Compensation
Annual Compensation(1) Awards
--------------------------- ---------------------
Restricted Options/ All Other
Stock SARs Compensation
Name and Principal Position Year Salary($) Bonus($) Awards($) (#) ($)
- --------------------------- ---- --------- -------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
James H. Whitney, 1998 120,000 30,000 0 0 0
President and Chief 1997 120,000 30,000 0 0 0
Executive Officer 1996 120,000 30,000 0 0 0
Alan W. Morton, 1998 100,000 40,000 0 0 0
Vice President and Chief 1997 100,000 40,000 0 0 0
Operating Officer 1996 100,000 40,000 0 0 0
Frederick W. Kolling III 1998 85,000 25,000 0 0 0
Vice President and 1997 85,000 26,981 0 0 0
Chief Financial Officer(2) 1996 50,116 22,750 0 35,000 0
</TABLE>
- -------------------
(1) Perquisites and other personal benefits are not included because they do
not exceed the lesser of $50,000 or 10% of the total of base salary and
annual bonus for each of the Named Executive Officers.
(2) Mr. Kolling joined the Company during fiscal 1996.
Option Exercises and Fiscal Year-End Values. Shown below is information
with respect to option exercises in fiscal year 1998 and unexercised options to
purchase the Company's Common Stock under the Company's 1993 Stock Option Plan
to the individuals listed.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options/SAR Options/SARs
Acquired at FY-End(#) at FY-End($)(1)
on Value --------------------------- ---------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James H. Whitney 0 0 75,000 0 70,313 0
Alan W. Morton 0 0 50,000 0 46,875 0
Frederick W. Kolling
III 0 0 23,333 11,667 13,125 6,562
</TABLE>
- ---------------
(1) Represents the difference between the fair market value of the Common Stock
on March 31, 1998 and the exercise price.
EMPLOYMENT AGREEMENTS
The Company currently does not have employment agreements with its Named
Executive Officers.
STOCK OPTION PLANS
In December 1993, the Company adopted a Stock Option Plan, which authorizes
the Executive Compensation/Stock Option Committee of the Board of Directors to
grant to key employees and directors of the Company and subsidiaries of the
Company incentive or non-qualified stock options. Currently, options to purchase
up to 215,000 shares of Common Stock may be granted under the plan. The
Executive Compensation/Stock Option Committee determines the prices and terms at
which options may be granted. Options may be exercisable in installments over
the option period, but no options may be exercised before six months or after
ten years from the date of grant.
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<PAGE> 8
The purpose of the Plan is to encourage stock ownership by persons
instrumental to the success of the Company, in order to give them a greater
personal interest in the Company's business. The exercise price of any incentive
stock option granted to an eligible employee may not be less than 100% of the
fair market value of the shares underlying such option on the date of grant,
unless such employee owns more than 10% of the outstanding Common Stock or stock
of any subsidiary or parent of the Company, in which case the exercise price of
any incentive stock option may not be less than 110% of such fair market value.
No option may be exercisable more than ten years after the date of grant and, in
the case of an incentive stock option granted to an eligible employee owning
more than 10% of the Common Stock or stock of any subsidiary or parent of the
Company, no more than five years from its date of grant. Payment for shares
purchased upon exercise of any option may be in cash or in shares of the
Company's Common Stock. Options are not transferable, except upon the death of
the optionee. In general, upon termination of employment of an optionee, all
options granted to such person which are not exercisable on the date of such
termination immediately expire, and any options that are exercisable expire 30
days following termination of employment, if such termination is not the result
of death or retirement, and one year following such termination if such
termination was because of death or retirement under the provisions of any
retirement plan that may be established by the Company, or with the consent of
the Company. As of July 28, 1998, 160,000 options have been granted under this
plan.
Pursuant to that certain recapitalization agreement by and between the
Company and its then current stockholders, dated September 4, 1992 (the
"Recapitalization Agreement"), an option plan was established for certain key
executives of the Company (the "Founders Option Plan"). The Recapitalization
Agreement contemplated an initial grant under such plan of options to purchase
95,000 shares of Common Stock at an exercise price of $1.88 per share. The
Recapitalization Agreement specified that options would vest 25% on each of the
first, second, third and fourth anniversaries of the date of grant, provided
that (i) the vesting of options for employees would be contingent upon their
continued employment by the Company, unless an employee was terminated without
cause, and (ii) the vesting of options granted to William H. Gunther, Jr. would
be contingent upon his continued employment by the Company for two years from
the date of the Recapitalization Agreement. As of July 28, 1998, 95,000 options
have been granted under this plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
the Company's Common Stock to file initial reports of beneficial ownership and
reports of changes in beneficial ownership with the Securities and Exchange
Commission (the "SEC"). Such persons are required by the SEC regulations to
furnish the Company with copies of all Section 16(a) forms filed by such
persons. Based solely on its copies of forms received by it, or written
representations from certain reporting persons that no Form 5 were required for
those persons, the Company believes that during the just completed fiscal year,
its executive officers, directors, and greater than 10% beneficial owners
complied with all applicable filing requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 4, 1996, the Company and the Bank of Boston Connecticut, N.A. (the
"Bank") entered into a Revolving Loan and Security Agreement (as amended, the
"Revolving Credit Facility"), with an aggregate borrowing capacity of
$2,250,000. The Revolving Credit Facility is bifurcated into two separate
subfacilities (hereinafter referred to as "Facility A" and "Facility B").
Facility A has a maximum borrowing capacity of $1,750,000 and Facility B has a
maximum borrowing capacity of $500,000.
In order to induce the Bank to enter into the Revolving Credit Facility,
Mr. Harold S. Geneen, then the Chairman of the Board and a stockholder of the
Company, agreed to provide the Bank with sufficient cash collateral to secure
all borrowings outstanding under Facility A. The borrowings under Facility B are
secured by all of the tangible and intangible assets of the Company. Mr. Geneen
passed away on November 21, 1997, and his death constituted a technical event of
default under the Revolving Credit Facility. The Executors of Mr. Geneen's
estate affirmed Mr. Geneen's obligations to the Bank with respect to the
Revolving Credit
6
<PAGE> 9
Agreement, and the Bank waived the technical event of default and extended the
maturity date of the Revolving Credit Facility to April 1, 1999.
The Revolving Credit Facility contains several affirmative and negative
covenants pursuant to which the Company, among other things, is required to have
Operating Profits (as defined in the Revolving Credit Facility). The net loss
reported by the Company for the fiscal year ended March 31, 1998 violates these
covenants and constitutes an event of default under the Revolving Credit
Facility. The Company has met with representatives of the Bank to discuss a
potential course of action. During a meeting held on July 10, 1998, the Bank's
representatives verbally advised the Company that, although it would not permit
the Company to make any additional borrowings under the Revolving Credit
Facility, it would not take any actions before August 10, 1998 to collect the
outstanding indebtedness currently existing under the facility or to foreclose
on the collateral securing the facility. The parties currently are in the
process of negotiating a definitive forbearance agreement, but as of the date of
this Proxy Statement, no such definitive forbearance agreement has been
executed.
Prior to his death Mr. Geneen also loaned the Company $150,000 for working
capital purposes. The loan is an unsecured demand loan. As of the date of this
Proxy Statement, no portion of the loan has been repaid.
STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of July 28, 1998, with the exception of the person listed below and
those persons listed under "Stock Ownership of Directors and Executive Officers"
below, no person was known by the Company to own more than 5% of the outstanding
Common Stock.
<TABLE>
<CAPTION>
Number of Percent
Shares of Class
--------- --------
<S> <C> <C>
Four Partners(1) 609,189 13.8%
667 Madison Avenue
New York, NY 10021
</TABLE>
- ---------------
(1) Based on information set forth in a Schedule 13D originally filed by Four
Partners under the Securities Exchange Act of 1934, as amended, on March
23, 1995; April 6, 1995; June 23, 1995; August 24, 1995; October 24, 1996.
Also reflects the information set forth in a Form 4 filing made by Four
Partners on November 10, 1997. Based on these filings, the Company believes
that Four Partners has sole voting power and dispositive power with respect
to all 609,189 shares of Common Stock beneficially owned by it, 115,000
shares of which are issuable upon the exercise of outstanding Common Stock
purchase warrants.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table reflects shares of Common Stock beneficially owned (or
deemed to be beneficially owned pursuant to the rules of the Securities and
Exchange Commission) as of July 28, 1998 by each director
7
<PAGE> 10
of the Company, each of the Named Executive Officers and the current directors
and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount of
Beneficial Percentage of
Name(1) Ownership(2)(3) Shares
- ------- --------------- -------------
<S> <C> <C>
Park Investment Partners, Inc.(4) 1,487,889 33.9%
Estate of Harold S. Geneen(5) 1,716,380 39.1%
Gerald H. Newman(5) 1,563,258 35.6%
Guy W. Fiske(6) 50,183 1.2%
J. Kenneth Hickman 10,000 *
Frederick W. Kolling, III(7) 40,500 *
Alan W. Morton(8) 51,000 1.2%
James H. Whitney(9) 76,000 1.7%
Mark I. Perkins 75,330 1.8%
All Directors and Executive Officers as a group (seven
persons)(10) 1,866,271 41.0%
</TABLE>
- ---------------
* Less than 1%.
(1) The address of Park Investment Partners, Inc., as well as each of the
directors and executive officers is c/o Gunther International, Ltd., One
Winnenden Road, Norwich, Connecticut 06360.
(2) Unless otherwise indicated, the Company believes that all persons named in
the table have sole voting and investment power with respect to all shares
of Common Stock owned by them.
(3) Assumes that shares which the named person or group has a contractual
right to acquire within 60 days have been acquired and are outstanding.
(4) Includes 100,400 shares of Common Stock issuable upon the exercise of
outstanding stock subscription warrants and 500 shares of Series B Common
Stock issued and outstanding.
(5) The Estate of Harold S. Geneen and Gerald H. Newman each individually owns
stock subscription warrants to purchase 2,667 shares of Common Stock, and
the shares purchasable upon exercise of such warrants are included in the
figure shown in the table. Such figure also includes the shares of Common
Stock beneficially owned by Park, as to which the Estate of Harold S.
Geneen and Mr. Newman may be deemed to be beneficial owners.
(6) Includes 10,000 shares of Common Stock held of record by Mr. Fiske's
spouse, as to which Mr. Fiske disclaims beneficial ownership.
(7) Includes 35,000 shares of Common Stock issuable upon the exercise of the
vested portion of outstanding stock options and 2,000 shares of Common
Stock purchasable by Mr. Kolling's spouse upon the exercise of outstanding
stock subscription warrants, in which shares of Common Stock Mr. Kolling
disclaims beneficial ownership.
(8) Includes 50,000 shares of Common Stock issuable upon the exercise of the
vested portion of outstanding stock options.
(9) Includes 75,000 shares of Common Stock issuable upon the exercise of the
vested portion of outstanding stock options.
(10) Includes 103,067 shares of Common Stock purchasable upon the exercise of
outstanding stock subscription warrants, 500 shares of Series B Common
Stock issued and outstanding, and 160,000 shares of Common Stock issuable
upon the exercise of the vested portion of outstanding stock options.
ITEM 2.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Company has appointed Arthur Andersen LLP as the Company's independent
accountants for the current fiscal year. Arthur Andersen LLP has served as the
Company's independent accountants for nine years. A representative of Arthur
Andersen LLP will be present at the Annual Meeting to respond to appropriate
questions and to make such statements as they may desire.
Ratification of the appointment of Arthur Andersen LLP as the Company's
independent accountants for the current fiscal year will require the affirmative
vote of a majority of the votes cast at the Annual Meeting by the holders the
Voting Stock. In the event stockholders do not ratify the appointment of Arthur
Andersen LLP as the Company's independent accountants for the forthcoming fiscal
year, such appointment will be reconsidered by the Audit Committee and the Board
of Directors.
8
<PAGE> 11
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE CURRENT FISCAL YEAR.
ITEM 3.
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the Annual Meeting other than the
items referred to above. Proxies in the enclosed form will be voted in respect
of any other business that is properly brought before the Annual Meeting in
accordance with the judgment of the person or persons voting the proxies.
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
Any proposal of a stockholder intended to be presented at the Company's
1999 Annual Meeting of Stockholders must be received by the Secretary of the
Company, for inclusion in the Company's proxy, notice of meeting and proxy
statement relating to the 1999 Annual Meeting, by March 30, 1999.
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED MARCH
31, 1998 FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE COMPANY'S OFFICES, ONE WINNENDEN ROAD,
NORWICH, CONNECTICUT 06360; ATTENTION: FREDERICK W. KOLLING, III.
ADDITIONAL INFORMATION
The cost of soliciting proxies in the enclosed form will be borne by the
Company. Officers and regular employees of the Company may, but without
compensation other than their regular compensation, solicit proxies by further
mailing or personal conversations, or by telephone, telex or facsimile. The
Company will, upon request, reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the beneficial owners
of stock.
By Order of the Board of Directors,
Frederick W. Kolling, III
Vice President, Chief Financial
Officer,
Treasurer and Secretary
July 29, 1998
9
<PAGE> 12
GUNTHER INTERNATIONAL, LTD.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of shares of common stock, par value $.001 per share
("Common Stock"), of GUNTHER INTERNATIONAL, LTD., a Delaware corporation
(hereinafter referred to as the "Company"), does hereby constitute and appoint
FREDERICK W. KOLLING, III, JAMES H. WHITNEY and GERALD H. NEWMAN, or any of
them, as proxies, with full power to act without the others and with full power
of substitution, to represent the undersigned at the Annual Meeting of
Stockholders of the Company to be held on Wednesday, September 9, 1998 at 10:00
a.m., local time, at the Waldorf-Astoria, 301 Park Avenue, New York, N.Y. and at
any adjournments or postponements thereof, and to vote all shares of Common
Stock of the Company which the undersigned is entitled to vote on all matters
coming before said meeting. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and the Proxy Statement, dated July 29, 1998, and
instructs its attorneys and proxies to vote as set forth on this Proxy.
(TO BE SIGNED ON REVERSE SIDE)
<PAGE> 13
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
GUNTHER INTERNATIONAL, LTD.
SEPTEMBER 9, 1998
Please Detach and Mail in the Envelope Provided
A /X/ Please mark your
votes as in this
example.
1. ELECTION FOR WITHHELD
OF / / / / Nominees: James H. Whitney
DIRECTORS Mark I. Perkins
For, except vote withheld from the following nominee(s)
- -------------------------------------------------------
2. Arthur Andersen LLP as independent auditors of the FOR AGAINST ABSTAIN
Company for the Fiscal Year ending March 31, 1999. / / / / / /
3. To vote with discretionary authority upon any other business which may
properly come before the meeting or any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS
SPECIFIED, THE PROXY WILL BE VOTED IN FAVOR OF THE SPECIFIED NOMINEES AND FOR
THE APPROVAL OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR THE CURRENT YEAR AND THE PROXIES ARE GIVEN DISCRETIONARY AUTHORITY TO VOTE
ON ANY OTHER MATTERS UPON WHICH THE UNDERSIGNED IS ENTITLED TO VOTE AND WHICH
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS
THEREOF. THIS PROXY CARD MUST BE PROPERLY COMPLETED, SIGNED, DATED AND RETURNED
IN ORDER TO HAVE YOUR SHARES VOTED.
SIGNATURE(S) ______________________________________________ DATE _______________
IMPORTANT: Please sign exactly as your name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee, etc.,
indicate title. If the signer is a corporation, sign in corporate name by a
duly authorized officer.
