<PAGE>
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
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Hi-Shear Technology Corporation
.............................................................................
(Name of Registrant as Specified In Its Charter)
Hi-Shear Technology Corporation
.............................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.*
4) Proposed maximum aggregate value of transaction:
..................................................................
*Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Fee previously paid by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
..................................................................
2) Form, Schedule or Registration Statement No.:
..................................................................
3) Filing Party:
..................................................................
4) Date Filed:
..................................................................
NOTES:
<PAGE>
[hi-shear
Technology
Corp. Logo
Here]
HI-SHEAR TECHNOLOGY CORPORATION
24225 Garnier Street
Torrance, California 90505-5355
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 4, 1999
--------------------
The Annual Meeting of Stockholders of HI-SHEAR TECHNOLOGY CORPORATION
will be held on October 4, 1999 at 9:30 a.m., at the Torrance Marriott Hotel,
located at 3635 Fashion Way, Torrance, California, to consider and act upon the
following matters:
1. The election of directors;
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on August 27,
1999, are entitled to notice of and to vote at the Annual Meeting of
Stockholders and any adjournment thereof.
By Order of the Board of Directors,
/S/ Linda A. Nespole
-----------------------------------
Linda A. Nespole
Corporate Secretary
Torrance, California
September 3, 1999
================================================================================
IMPORTANT
---------
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON. THANK YOU FOR ACTING PROMPTLY.
================================================================================
<PAGE>
HI-SHEAR TECHNOLOGY CORPORATION
24225 GARNIER STREET
TORRANCE, CALIFORNIA 90505-5355
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 4, 1999
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished by the Board of Directors of Hi-Shear
Technology Corporation ("Hi-Shear" or the "Company"), a Delaware corporation, to
be used in voting at the Annual Meeting of Stockholders and at any adjournment
of such meeting (the "Annual Meeting"). The Annual Meeting will be held at 9:30
a.m., local time, October 4, 1999 at the Torrance Marriott Hotel, 3635 Fashion
Way, Torrance, California. The Annual Meeting is being held for the purpose set
forth in the accompanying Notice of Annual Meeting of Stockholders. The proxy
statement, the accompanying proxy card and the Notice of Annual Meeting of
Stockholders are provided to stockholders beginning on or about September 3,
1999.
RECORD DATE AND OUTSTANDING SHARES
The record date for determining stockholders entitled to vote at the
Annual Meeting is the close of business on August 27, 1999 (the "Record Date"),
at which time the Company had issued and outstanding approximately 6,670,000
shares of $.001 par value Common Stock (the "Common Stock"). Each share of
Common Stock outstanding on the Record Date is entitled to one vote on each
matter presented.
QUORUM REQUIREMENTS
The presence at the Annual Meeting of Stockholders, in person or by
proxy, of the holders of a majority of the outstanding shares of Common Stock is
necessary to constitute a quorum. The holder of each share of Common Stock held
of record on the Record Date is entitled to one vote on each matter to be
considered at the Annual Meeting.
The giving of the enclosed proxy does not preclude the right to vote in
person should the stockholder giving the proxy so desire. A proxy may be revoked
at any time prior to its exercise by delivering a written statement to the
Secretary of the Company that the proxy is revoked. A proxy may also be revoked
by presenting to the Company a later-dated proxy executed by the person
executing the prior proxy, or by attending the Annual Meeting and voting in
person.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of August 27, 1999, by (i) each
person known to the Company to own beneficially more than 5% of the outstanding
shares of the Common Stock, (ii) each director, including the nominees for
Director and each Executive Officer, and (iii) all Executive Officers and
Directors as a group:
1
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Shares of Common Stock Outstanding
Beneficially Owned Common Stock (2)
---------------------- ----------------
<S> <C> <C> <C>
Thomas R. Mooney (1)..................... 2,700,000 40.5
George W. Trahan (1)..................... 2,180,580 32.7
David W. Einsel.......................... 15,500 *
Jack Bunis............................... 12,500 *
All Executive Officers and Directors
as a group (4 persons).............. 4,908,580 73.2
</TABLE>
- -----------------------
*Less than 1% of the outstanding shares of Common Stock
(1) The address for each of the named persons is c/o Hi-Shear Technology
Corporation, 24225 Garnier Street, Torrance, CA 90505-5355. The named
persons possess sole voting and investment power with respect to the
shares listed (except to the extent authority is shared with spouses
under applicable law).
(2) Based on approximately 6,670,000 shares of Common Stock outstanding as
of the date of this Proxy Statement.
ELECTION OF DIRECTORS
DIRECTORS
The Bylaws of the Company authorize the Board of Directors to fix the
number of directors up to a maximum of seven (7) directors. The Board of
Directors has currently fixed the number of directors at four (4), all of whom
will be elected at the Annual Meeting of Stockholders. Shares of Common Stock
cannot be voted for more than four (4) directors and each will be elected at the
Annual Meeting to hold office until the next Annual Meeting until their
respective successors have been duly elected and qualified.
All of the four (4) nominees for election to the Board of Directors are
members of the current Board of Directors. Each of the nominees has consented to
be named in this Proxy Statement and serve as a director if elected. However,
should any nominee named herein for the office of directors become unable or
unwilling to accept nomination or election, the Board of Directors may recommend
and nominate another person in the place and stead of such person. The Board of
Directors has no reason to believe that any substitute nominee will be required.
Unless otherwise directed, the persons named in the accompanying proxy will vote
the shares represented only for the election as directors of the four (4)
nominees named below.
NAME AND AGE PRESENT OCCUPATION AND OTHER INFORMATION
------------ ----------------------------------------
Thomas R. Mooney........... Chairman of the Board and Chief Executive Officer
Age 62 of the Company. Mr. Mooney served as President of
the Company from March 1988 until June 1998, and
was elected as a director of the Company in June
1993. Mr. Mooney served as Vice President of
Programs at Quantic Industries, a component
supplier and subsystems manufacturer in the
ordnance and electronics business, from 1982 to
1988. After retiring from the U.S. Army as a
Lieutenant Colonel in 1979, Mr. Mooney served as a
Program Manager for Thiokol Corporation. He is a
graduate of the U.S. Military Academy and holds a
Masters of Science in Physics from Penn State
University and a Masters of Business
Administration from Old Dominion University.
2
<PAGE>
NAME AND AGE PRESENT OCCUPATION AND OTHER INFORMATION
------------ ----------------------------------------
George W. Trahan.......... President, Chief Operating Officer and Chief
Age 50 Financial Officer of the Company. Mr. Trahan
joined the Company as Vice President, Finance and
Administration, in July 1990 and was elected as a
director, Chief Financial Officer and Treasurer of
the Company in 1993. He served as Executive Vice
President from 1993 until his election as
President in June 1998. Before joining the
Company, he served as Vice President of Cherry
Textron, a leading supplier of fasteners to the
commercial aerospace and automobile market from
1985 to 1990. From 1978 to 1985, Mr. Trahan served
as Group Controller at the corporate headquarters
of Textron Inc. advising management regarding
strategic planning, capital investment and
acquisitions. Prior to that, he served as Manager
of Corporate Audit for Textron's international
operations and also served as an engineer at Texas
Instruments Incorporated. Mr. Trahan received his
Bachelor of Science in Industrial Engineering from
Clarkson University and has attended the Harvard
Advanced Management Program.
David W. Einsel............ Director. Mr. Einsel became a Director in March
Age 70 1994. He served in the U.S. Army from 1950 to
1989, retiring with the rank of Major General. As
a general officer, Mr. Einsel served as the Deputy
Commander, Army Research and Development Command,
Deputy and Assistant Secretary Defense for Atomic
Energy and served on the President's Task Force
for Reorganization of Nuclear Weapons Employment.
After retiring from the Army in 1989, he served as
a National Intelligence Expert at large to the
Director of the Central Intelligence Agency. Mr.
Einsel was elected to the U.S. Army Chemical Corps
Hall of Fame.
Jack Bunis................. Director. Mr.Bunis became a Director in September
Age 64 1996. He is currently the Founder and Principal
of a management consulting firm, Bunis &
Associates. Previously, Mr. Bunis was the
Chairman, President, and Chief Executive Officer
of Cair Systems, Inc., an Orange County,
California based provider of information and
automation services to the insurance and health
care industries from 1988 to 1995. Previously, Mr.
Bunis held the position of Senior Vice President
and Chief Operating Officer at Mitchellmatix, a
division of Cordura Corporation.
The Board of Directors meets during the Company's fiscal year to review
significant developments affecting the Company and to act on matters requiring
board approval. The Board of Directors met two (2) times and acted by unanimous
written consent one (1) time during the 1999 fiscal year. During such period,
all members of the Board participated in at least 75% of all Board and
applicable committee meetings.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE
"FOR" THE ELECTION OF THE ABOVE NOMINEES FOR DIRECTOR.
3
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established audit, executive, compensation,
stock and nominating committees to devote attention to specific subjects and to
assist it in the discharge of its responsibilities. The Audit, Compensation
Committee and the Nominating Committee consist solely of the "independent"
directors of the Company. The Executive and Stock Option Committee consists of
Messrs. Mooney and Trahan. The functions of those committees, their members and
the number of meetings held during the 1999 fiscal year are described below:
AUDIT COMMITTEE. The Audit Committee was established to recommend to
the Board of Directors the appointment of the firm selected to be the
independent public accountants for the Company. It monitors the performance of
such firms reviews and approves the scope of the annual audit and quarterly
reviews and evaluates with the independent public accountants the Company's
annual audit and annual financial statements. The committee reviews with
management the status of the internal accounting controls to evaluate any
problem areas having a potential financial impact on the Company. Any potential
problem areas may be brought to its attention by management, the independent
public accountants or the Board of Directors and the committee evaluates all
public financial reporting documents of the Company. Messrs. Einsel and Bunis
are members of the Audit Committee and are compensated at the rate of $1,000 per
year for serving on the committee. The Audit Committee met twice during the
fiscal year.
COMPENSATION COMMITTEE AND NOMINATING COMMITTEE. The Compensation
Committee is responsible for making recommendations to the Board of Directors
concerning the annual compensation of all executive officers and key employees.
The Nominating Committee was established to recommend and nominate qualified
persons to serve as independent directors of the Company. Messrs. Einsel and
Bunis are members of the Compensation Committee, which met two (2) times during
the year. Messrs. Einsel and Bunis are also members of the Nominating Committee.
The Nominating Committee has not adopted procedures for the consideration of
nominees recommended by security holders. The Nominating Committee did not meet
during the fiscal year.
EXECUTIVE COMMITTEE. The Executive Committee is empowered to act in
lieu of the Board of Directors on any matter except that for which the Board of
Directors has specifically reserved authority to itself and except for those
matters specifically reserved to the full Board of Directors by law. Messrs.
Mooney and Trahan are members of the Executive Committee. The Executive
Committee met one (1) time during the fiscal year.
STOCK OPTIONS COMMITTEE. The Stock Options Committee develops and
administers incentive plans, including the Company's 1994 Stock Option Plan.
Messrs. Mooney and Trahan are members of the Stock Options Committee, which met
two (2) times during the fiscal year.
The Company paid director fees of $1,000 for each meeting of the Board
of Directors or separate committee meetings attended by each independent
director, and reimbursement of costs and expenses of all directors for attending
such meetings.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term cash and
non-cash compensation paid by the Company for services rendered in all
capacities during the fiscal years ended May 31, 1997, 1998 and 1999 to those
persons who were, as of May 31, 1999, Chief Executive Officer and Chief
Operating Officer of the Company whose total annual salary and bonus exceeded
$100,000 during the fiscal year ended May 31, 1999 (the "Named Officers"):
4
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payout
------------------- ------ ------
Restricted All Other
Name and Principal Fiscal Stock Options LTIP Compensation
Position Year Salary($) Bonus($) Other($) Award(s)($) /SARs(#) Payout($) ($)(1)
- ------------------------- ------- ------------ ---------- ----------- -------------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas R. Mooney, 1999 275,000 68,900 -0- -0- -0- -0- -0-
Chairman, Chief 1998 275,000 -0- -0- -0- -0- -0- -0-
Executive Officer 1997 250,000 -0- -0- -0- -0- -0- -0-
George W. Trahan, 1999 270,000 56,400 -0- -0- -0- -0- -0-
President, Chief 1998 225,000 -0- -0- -0- -0- -0- -0-
Operating Officer 1997 205,000 -0- -0- -0- -0- -0- -0-
</TABLE>
(1)The remuneration described in the table does not include the cost to the
Company of benefits furnished to the Named Officers, including premium for
health insurance and other personal benefits provided to such individuals
in connection with their employment. The value of such benefits cannot be
precisely determined; however, the Named Officers did not receive other
compensation in excess of the lesser of $50,000 or 10% of such officers'
cash compensation.
Effective June 1998, the Company renewed five-year employment
agreements with Messrs. Mooney and Trahan. In addition, Messrs. Mooney and
Trahan are eligible to participate in the Company's incentive compensation
program including the Stock Option Plan.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
The Executive Officers serve at the discretion of the Company's Board
of Directors. For biographical information regarding Messrs. Mooney and Trahan,
who are nominees for Director of the Company, see "Election of Directors".
KEY EMPLOYEES
HERBERT W. SALIT, 42, joined the Company in January of 1999 as Vice
President of Sales and Marketing. Mr. Salit has fifteen years of diverse
marketing and sales experience from companies such as Dennison Manufacturing
Co., Varian Associates, and Applied Surface Technologies. He is responsible for
leading account management activities for customers of the Company. This
responsibility includes customer relationships, new product development,
customer requirements and contract negotiation in both the aerospace and
commercial sectors. He holds an MS in Physics from Yale University and an MBA
from the University of Chicago.
JOSEPH L. POLLO, 54, joined the Company in August of 1999 as Vice
President of Manufacturing. Mr. Pollo has over twenty years of diverse
engineering and manufacturing experience from companies such as TRW, Phillip
Service Industry, Thomson Industries Inc., and Fairchild Fasteners. He has a
strong background in manufacturing engineered products to both the aerospace and
commercial industries. Mr. Pollo is responsible for reducing manufacturing time,
increasing customer satisfaction, improving supplier performance, increasing
efficiencies in manufacturing techniques, and automating production planning. He
holds a Bachelor of Science in Mechanical Engineering and a Masters of Science
in Engineering Management from Pacific Western University.
LINDA A. NESPOLE, 37, joined the Company in 1989 and has served as
Manager, Human Resources before being named Director of Human Resources and
Corporate Secretary of the Company in January 1994. Ms. Nespole is responsible
for corporate administration and investor relations for the Company. She holds a
Bachelor of Arts degree in Communications from the University of California,
Santa Barbara, and a certificate in Human Resources Management from Loyola
Marymount University.
5
<PAGE>
ANNUAL REPORT
The Company undertakes, on written request, and without charge, to
provide each person from whom the accompanying Proxy is solicited with a copy of
the Company's Annual Report on Form 10-KSB for the year ended May 31, 1999, as
filed with the Securities and Exchange Commission, including the financial
statements and notes thereto. Copies of the exhibits not included in the form
10-KSB are also available, on written request, at the Company's cost. In
addition, these documents can be downloaded from the Company's website at:
www.hstc.com. Requests should be addressed to Hi-Shear Technology Corporation,
24225 Garnier Street, Torrance, CA 90505-5355, Attention:
Corporate Secretary.
APPOINTMENT OF AUDITORS
The Board of Directors has appointed McGladrey & Pullen, LLP, an
independent public accounting firm, to examine the financial statements of the
Company for the fiscal year ended May 31, 1999. A representative from McGladrey
& Pullen, LLP is expected to be available for the Annual Meeting of Stockholders
and will be provided an opportunity to make a statement in person or respond to
appropriate questions from stockholders.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and certain of its officers, and persons who own more than
10 percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10 percent
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons there were two Forms 5
covering gift transactions required for those persons. The Company believes that
during the year ended May 31, 1999, it complied with all filing requirements
applicable to its officers, directors and greater than 10 percent beneficial
owners.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of
no other business that will be presented by management for consideration at the
meeting. If any other business properly comes before the meeting, the proxy
holders intend to vote the proxies as recommended by the Board.
PROPOSALS OF STOCKHOLDER FOR 2000 ANNUAL MEETING
Proposals by stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be received by the Company at 24225 Garnier Street,
Torrance, California, 90505-5355, not later than June 3, 2000. Such proposals
must set forth (i) a brief description of the business desired to be brought
before the meeting; (ii) the stockholder's name and address as they appear on
the Company's records; (iii) the number of shares of common stock beneficially
owned by the stockholder; and (iv) any material interest of the stockholder in
such business. Such proposals should be addressed to the Secretary of the
Company. It is suggested that such proposals be submitted by Certified Mail,
Return Receipt Requested.
6
<PAGE>
SOLICITATION OF PROXIES
The costs of this solicitation will be borne by the Company. Proxy
solicitations will be made by mail and also may be made by personal interview,
telephone, facsimile transmission and telegram on behalf of the Company by
officers and regular employees of the Company. Banks, brokerage houses, nominees
and other fiduciaries may be requested to forward the proxy soliciting material
to the beneficial owners and to obtain authorization for the execution of
proxies. The Company will, upon request, reimburse such parties for their
reasonable expenses in forwarding proxy materials to the beneficial owners.
By Order of the Board of Directors,
/S/ Linda A. Nespole
-----------------------------------
Linda A. Nespole
Corporate Secretary
<PAGE>
HI-SHEAR TECHNOLOGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
Monday, October 4, 1999
The undersigned hereby appoints THOMAS R. MOONEY and GEORGE W. TRAHAN, and
each of them with power of substitution, as proxies to represent the undersigned
at the Annual Meeting of Stockholders to be held on Monday, October 4, 1999 at
9:30 A.M., and at any adjournment thereof, and to vote all the shares of stock
the undersigned would be entitled to vote if personally present at the meeting
as indicated on the reverse side of this proxy.
(Continued and to be signed on the reverse side)
+-----------+
|SEE REVERSE|
| SIDE |
+-----------+
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
HI-SHEAR TECHNOLOGY CORPORATION
October 4, 1999
Please Detach and mail in the Envelope Provided
- --------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as to vote for all nominees
indicated below) listed at right
+---+ +---+ Nominees: Thomas R. Mooney
1. Election of | | | | George W. Trahan
Directors +---+ +---+ David W. Einsel
(Instruction: To withhold authority to vote for any Jack Bunis
individual nominee, write that nominee's name on the
line provided below)
_______________________________________________
2. In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting.
The shares represented by this proxy will be voted as directed. If no
contrary instruction is given, the shares will be voted FOR the election of
Directors.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
Signature(s) _____________________________________DATE:_________________________
(Please date this Proxy)
NOTE: (Please date, sign exactly as name appears hereon and send promptly. If
the stock is undersigned in the names of two or more persons, each should
sign. When signing as Corporate Director, Attorney, Executor,
Administrator, Trustee or Guardian, please give full title. Please note
any change in your address alongside the address as it appears hereon.)
- --------------------------------------------------------------------------------
