<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
DUALSTAR TECHNOLOGIES CORPORATION
(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):
-------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------
3) Filing Party:
---------------------------------------
4) Date Filed:
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<PAGE>
DUALSTAR TECHNOLOGIES CORPORATION
11-30 47th Avenue
Long Island City, New York 11101
October 16, 1997
To the Holders of Common Stock:
The annual meeting of shareholders will be held at 11:00 a.m. (New York time)
at the facilities of Centrifugal/Mechanical Associates, Inc., 141 47th Street,
Brooklyn, New York, on Wednesday, November 12, 1997. A formal Notice of the
Annual Meeting and Proxy Statement are attached hereto.
Shareholders are urged to attend the meeting but may vote by proxy in lieu
thereof. Accordingly, whether or not you plan to attend the meeting, please
complete, sign and date the accompanying proxy and return it in the enclosed
envelope.
Prompt return of your voted proxy will reduce the cost of further mailings and
contacts. You may revoke your voted proxy at any time prior to the meeting or
vote in person if you attend the meeting.
I look forward to greeting as many of you as possible at the meeting.
Gregory Cuneo
President and Chief
Executive Officer
<PAGE>
DUALSTAR TECHNOLOGIES CORPORATION
11-30 47th Avenue
Long Island City, New York 11101
Notice of Annual Meeting
October 16, 1997
To the Holders of Common Stock:
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of DualStar
Technologies Corporation will be held at the facilities of
Centrifugal/Mechanical Associates, Inc., 141 47th Street, Brooklyn, New York,
on Wednesday, November 12, 1997 at 11:00 a.m. (New York time), for the
following purposes:
1) To elect directors for the ensuing year;
2) To ratify the appointment of Grant Thornton LLP as independent
certified public accountants for the 1998 fiscal year; and
3) To take action upon any other matters that may properly come
before the meeting.
Only shareholders of record at the close of business on September 19, 1997 are
entitled to notice of and to vote at the meeting or any adjournments thereof.
By Order of the Board of Directors,
Stephen J. Yager
Secretary
<PAGE>
PROXY STATEMENT
The enclosed proxy is being solicited by the Board of Directors of DualStar
Technologies Corporation ("Corporation") for use in connection with the 1997
annual meeting of shareholders to be held on November 12, 1997. This proxy
statement and enclosed proxy are first being sent to the shareholders on or
about October 16, 1997. The mailing address of the principal executive office
of the Corporation is 11-30 47th Avenue, Long Island City, New York 11101. The
cost of preparing, printing and mailing the notice of meeting, proxy statement,
proxy and annual report will be borne by the Corporation. Proxy solicitation
other than by use of the mail may be made by regular employees of the
Corporation by telephone and personal solicitation. Banks, brokerage houses,
custodians, nominees and fiduciaries are being requested to forward the
soliciting material to their principals and to obtain authorization for the
execution of proxies, and may be reimbursed for their reasonable out-of-pocket
expenses incurred in that connection. Any shareholder giving the enclosed proxy
has the right to revoke it at any time before it is voted. To revoke a proxy,
the shareholder must file with the Secretary of the Corporation either a
written revocation or a duly executed proxy bearing a later date, or must vote
in person at the meeting.
The record of shareholders entitled to notice of, and to vote at, the annual
meeting was taken at the close of business on September 19, 1997. At that date,
the Corporation had outstanding 9,000,000 shares of Common Stock ($.01 par
value) ("Common Stock"). Each share of Common Stock is entitled to one vote. No
other class of securities is entitled to vote at this meeting.
The proxies given pursuant to this solicitation will be voted at the meeting or
any adjournment thereof. Abstentions and broker non-votes are voted neither
"for" nor "against," and have no effect on the vote, but are counted in the
determination of a quorum.
<PAGE>
ELECTION OF DIRECTORS
Seven (7) directors are to be elected by a plurality of the votes cast at the
annual meeting of shareholders by holders of shares entitled to vote. Such
directors shall hold office until the next annual meeting of shareholders or
until their successors are duly elected and qualify. The Board of Directors
proposes the following nominees, all of whom are now directors of the
Corporation, and recommends a vote in favor thereof:
<TABLE>
<CAPTION>
Principal Occupation and Business Director
Name and Age Experience for Past Five Years Since
- ------------ ------------------------------ -----
<S> <C> <C>
Elven M. Tangel Chairman of the Board of the Corporation (since August 1994
August 1994); President and Director of Centrifugal
71 Service, Inc., a mechanical service firm acquired by
the Corporation in August 1994 (since September
1992); President (from October 1964 until August
1995) and Director (since October 1964) of
Centrifugal Associates, Inc., a mechanical
contracting firm acquired by the Corporation in
August 1994; Director (since August 1995) of
Mechanical Associates, Inc., a mechanical
contracting firm acquired by the Corporation in
August 1994; Professor, State University of New York
at Farmingdale (1979-1994).
Gregory Cuneo President and Chief Executive Officer of the August 1994
Corporation (since August 1994); Treasurer (since
38 July 1995), President (from April 1989 until July
1995) and Director (since March 1989) of Mechanical
Associates, Inc.; Director of Centrifugal
Associates, Inc. (since September 1995); Director of
Centrifugal Service, Inc. (since September 1995).
Stephen J. Yager Executive Vice President and Secretary (since August August 1994
1994), and Chief Financial Officer (from August 1994
45 until November 1996), of the Corporation; President
(since August 1995), Chief Executive Officer (from
July 1994 until August 1995) and Director (since
September 1995) of Centrifugal Associates, Inc.;
Chief Executive Officer (from September 1992 until
August 1995) and Director (since September 1995) of
Centrifugal Service, Inc.; Director of Mechanical
Associates, Inc. (since September 1995).
-2-
<PAGE>
Principal Occupation and Business Director
Name and Age Experience for Past Five Years Since
- ------------ ------------------------------ -----
Armando Spaziani Executive Vice President (since December 1996); August 1994
Chief Operating Officer (since August 1994) and Vice
66 President of the Corporation (from August 1994 until
December 1996); Executive Vice President (since July
1995), Secretary (since September 1989), Treasurer
(from September 1989 until July 1995) and Director
(since September 1989) of Mechanical Associates,
Inc.; Director of Centrifugal Associates, Inc.
(since September 1995); Director of Centrifugal
Service, Inc. (since September 1995).
Ronald Fregara Executive Vice President (since December 1996); Vice August 1994
President of the Corporation (from August 1994 until
48 December 1996); President (since July 1995), Vice
President (from September 1989 until July 1995) and
Director (since September 1989) of Mechanical
Associates, Inc.; Director of Centrifugal
Associates, Inc. (since September 1995); Director of
Centrifugal Service, Inc. (since September 1995).
Gary DeLuca Independent management consultant to various August 1994
enterprises (since 1989); President and Director of
43 Dollar Time, Inc., a retail company (from January
1993 until December 1995); Director of Steve Madden,
Ltd. (from March 1994 until April 1996).
Michael J. Abatemarco Practicing certified public accountant (since 1983) October 1997
and attorney (since 1982) specializing in the areas
41 of real estate, taxation and business counselling;
associate professor of taxation, accounting and law
at Long Island University/C.W. Post campus (since
1985).
</TABLE>
IT IS THE INTENTION OF THE PERSONS NAMED IN THE PROXY FORM TO VOTE SUCH PROXIES
FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED ABOVE. ALTHOUGH THE BOARD
OF DIRECTORS DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO
SERVE, SHOULD SUCH A SITUATION ARISE PRIOR TO THE MEETING, THE PROXIES WILL BE
VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS ACTING THEREUNDER.
-3-
<PAGE>
SECURITY OWNERSHIP
The following table lists as of September 19, 1997, the number of shares of the
Corporation's Common Stock beneficially owned by each of the directors,
nominees for election as directors, each executive officer listed in the table
under the caption "Executive Compensation", each person who is known by the
Corporation to own beneficially more than five percent of the Corporation's
Common Stock and by all directors and executive officers of the Corporation as
a group. The following calculations were based upon 9,000,000 shares of the
Company's Common Stock issued and outstanding as of September 19, 1997.
Name and Address(1) No. of Shares % of Class
- ------------------- ------------- ----------
Elven M. Tangel(2) 653,500 7.26
Gregory Cuneo 435,000 4.83
Stephen J. Yager 435,000 4.83
Armando Spaziani 156,600 1.74
Ronald Fregara 435,000 4.83
Gary DeLuca -- --
Michael J. Abatemarco(3) 278,400 3.09
All Officers and
Directors as a
Group (9 persons)(4) 3,203,500 32.96
- -----------
(1) Except as otherwise, shown, the address of each shareholder listed is in
care of DualStar Technologies Corporation, 11-30 47th Avenue, Long Island City,
New York 11101.
(2) Includes 1,000 shares owned by Mr. Tangel's wife.
(3) Consists of 139,200 shares owned as Co-Trustee for each of the following
two trusts: (i) F/B/O Joseph T. Spaziani et al.; (ii) F/B/O Anthony T. Spaziani
et al.
(4) Includes beneficial ownership of 3,000 shares, options to acquire 675,000
shares and warrants to purchase 42,000 shares.
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
officers and directors to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC").
Officers and directors are required by SEC regulations to furnish the
Corporation with copies of all Section 16(a) forms they file. Based solely on a
review of the copies of such forms furnished to the Corporation and written
representations from the Corporation's officers and directors, and without
researching or making any inquiry regarding delinquent Section 16(a) filings,
the Company believes that, during the fiscal year ended June 30, 1997, other
than initial statements of beneficial ownership by the Chief Financial Officer
and Chief Accounting Officer, all such reports were filed on a timely basis.
-4-
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
Meetings and Attendance
During the fiscal year ended June 30, 1997, there was one meeting of the Board
of Directors. The Board of Directors during such fiscal year acted by unanimous
written consent four times. Mr. Drescher resigned from the Board of Directors
effective September 12, 1997 and Mr. Abatemarco was duly elected to replace Mr.
Drescher on October 2, 1997 on the Board of Directors as well as the
Compensation, Stock Award and Audit Committees.
Compensation Committee
The members of the Compensation Committee are Messrs. Abatemarco and Yager. The
Committee did not take action during the last fiscal year. The Committee makes
bonus compensation determinations under the Employment Agreements described
below under the caption "Employment Agreements" for the five key executives of
the Corporation.
Stock Award Committee
The members of the Stock Award Committee are Messrs. Cuneo, Abatemarco and
Yager. The Committee acted one time by unanimous written consent during the
fiscal year. The Committee administers the Corporation's 1994 Stock Option Plan
("Plan"). Under the Plan, the Committee has plenary authority to grant "Awards"
(as such term is defined in the Plan) to officers, employees and consultants of
the Corporation or an "Affiliate" (as such term is defined in the Plan), and to
determine the various terms and conditions of such Awards. The Committee also
has the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time to time,
deem advisable to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreement relating thereto) and to otherwise
supervise the administration of the Plan.
Audit Committee
The members of the Audit Committee are Messrs. DeLuca and Abatemarco. The
Committee met once during the fiscal year. The Committee is responsible for
considering management's recommendation of independent certified public
accountants for each fiscal year, recommending the appointment or discharge of
independent accountants to the Board of Directors and confirming the
independence of the accountants. It is also responsible for reviewing and
approving the scope of the planned audit, the results of the audit and the
accountants' compensation for performing such audit; reviewing the
Corporation's audited financial statements; and reviewing and approving the
Corporation's internal accounting controls and discussing such controls with
the independent accountants.
Remuneration of Directors
Each member of the Board of Directors is entitled to receive reasonable
expenses incurred in attending meetings of the Board of Directors of the
Corporation. No directors' fees were paid and no fees were paid for Committee
meetings during the fiscal year ended June 30, 1997.
-5-
<PAGE>
EXECUTIVE COMPENSATION
The Summary Compensation Table set forth below for the fiscal years ended June
30, 1997, 1996 and 1995 includes compensation information on the Chief
Executive Officer of the Corporation and each of the Corporation's four most
highly compensated executive officers whose salary in the last fiscal year
exceeded $100,000.
Summary Compensation Table
Annual Compensation
--------------------------------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation(1)
- --------------------------- ---- ------ ----- ---------------
Elven M. Tangel, Chairman 1997 $150,000 $0 $15,639
of the Board 1996 150,000 15,000 23,550
1995 148,400 117,500
Gregory Cuneo, President 1997 $150,000 $0 $ 7,187
and Chief Executive 1996 150,000 15,000 14,477
Officer 1995 141,668 67,500
Stephen J. Yager, Executive 1997 $150,000 $0 $ 8,761
Vice President and 1996 150,000 15,000 25,146
Secretary 1995 143,984 167,500
Armando Spaziani, Executive Vice 1997 $150,000 $0 $51,854
President and Chief 1996 150,000 15,000 50,909
Operating Officer 1995 141,668 67,500
Ronald Fregara, 1997 $150,000 $0 $ 7,443
Executive Vice President 1996 150,000 15,000 19,355
1995 141,668 67,500
- ---------
(1) Includes the value of personal benefits, such as life insurance,
disability insurance and automobile expenses, pursuant to each officer's
employment agreement. For fiscal 1995, the value of these benefits did
not exceed the disclosure threshold, which is based on a percentage of
total annual compensation.
-6-
<PAGE>
Employment Agreements
Effective August 1994, the Corporation entered into employment agreements
("Agreements") with Messrs. Tangel, Cuneo, Yager, Spaziani and Fregara. The
Agreements expired in August 1997. The Agreements provided for an additional
three-year renewal following the expiration date, unless contrary notice was
given by either party. The Agreements were renewed for an additional three
years. Messrs. Tangel, Cuneo, Yager, Spaziani and Fregara's current annual
salaries under the Agreements are $150,000 each. The salaries under the
Agreements may be increased to reflect annual cost of living increases and may
be supplemented by discretionary merit and performance increases as determined
by the Compensation Committee of the Corporation, except that during the first
three years following February 1995, no executive's salary may exceed $150,000.
Each is eligible to receive an annual bonus of up to 45% of the salary provided
under their respective Agreements as determined by the Corporation's
Compensation Committee.
The Agreements provide, among other things, for participation in an equitable
manner in any profit-sharing or retirement plan for employees or executives and
for participation in other employee benefits applicable to employees and
executives of the Corporation. The Agreements provide that the Corporation will
establish a performance incentive bonus plan providing each executive the
opportunity to earn an annual bonus of up to five percent of the increase in
the Corporation's pretax income, based upon the attainment of performance goals
to be established by the Compensation Committee of the Corporation. The
Agreements further provide for the use of an automobile and other fringe
benefits commensurate with their duties and responsibilities. The Agreements
also provide for benefits in the event of disability.
Pursuant to the Agreements, employment may be terminated by the Corporation
with cause or by the executive with or without good reason. Termination by the
Corporation without cause, or by the executive for good reason, would subject
the Corporation to liability for liquidated damages in an amount equal to the
terminated executive's current salary ($150,000) for the remainder of the
scheduled term of employment and bonuses for the remainder of the scheduled
term of employment based upon the prior year's annual bonus and the maximum
incentive bonus payable. Such amounts shall be payable in equal monthly
installments, without any set-off for compensation received from any new
employment. In addition, the terminated executive would be entitled to continue
to participate in and accrue benefits under all employee benefit plans and to
receive supplemental retirement benefits to replace benefits under any
qualified plan for the remaining term of the Agreements to the extent permitted
by law.
Under the Agreements, the Corporation purchased insurance policies on the lives
of Messrs. Tangel, Cuneo, Yager, Spaziani and Fregara. The face amount of each
policy is $1,000,000. The Corporation will pay the premiums under these
policies, and a portion of the payment will be treated as taxable income to the
insured executive. Upon the death of any of the insureds, the Corporation
would be paid from the insurance proceeds an amount equal to the total premiums
it paid under the policy, with the remaining proceeds to be paid to the
deceased executive's designated beneficiary.
Stock Options
No stock options were granted to or exercised by any named executive officer
during fiscal 1997. Moreover, no named executive officer currently holds any
outstanding options.
-7-
<PAGE>
Compensation Committee Interlocks
No Compensation Committee interlock relationships existed during the fiscal
year ended June 30, 1997.
Board of Directors Report on Executive Compensation
Except as noted below, the Corporation's compensation policies are determined
by its Board of Directors. The Corporation's executive compensation practices
are designed to support its business goals of fostering profitable growth and
increasing shareholder value. The Corporation seeks to align the interests of
its executives and its stockholders through the use of stock-based compensation
plans. To this end, the Corporation has adopted the 1994 Stock Option Plan and
has provided that options to purchase an aggregate of 500,000 shares of the
Corporation's Common Stock at the fair market value of such Stock at the date
of grant will be awarded to the five key executives of the Corporation in
respect of the following fiscal year if the specified pre-tax earnings target
is met: fiscal year ending June 30, 1998 ($7.5 million). No options were
granted to any named executive officer during fiscal 1997 as the applicable
pretax earnings target ($5.0 million) was not met.
Insofar as compensation which is not stock based, as previously noted, the
Corporation in August 1994 entered into the Agreements with Messrs. Tangel,
Cuneo, Yager, Spaziani and Fregara described above under the subcaption
"Employment Agreements". These Agreements were approved by the Board of
Directors and entered into shortly after the formation of the Corporation in
June 1994. The Agreements were subsequently renewed in August 1997. Therefore,
executive compensation at this time is governed by the Agreements. The Board of
Directors' determination as to the level of compensation under the Agreements
was based upon the prior levels of compensation of the key executives and the
Board's judgment that creating parity among the key executives would best serve
the Corporation's business goals of fostering profitable growth and increasing
stockholder value.
Under the Agreements, determination as to the amounts of bonus compensation to
be awarded to the key executives has been delegated to the Compensation
Committee of the Board of Directors. The Agreements provide that each of the
key executives is entitled to receive an annual bonus of up to 45% of his
annual salary (currently $150,000 in each case) or $67,500. Based on
management's efforts to use capital to expand into new lines of business and
increase shareholder value, no annual bonuses were awarded to such executives
for fiscal year 1997. Consistent with the Board of Director's philosophy that
achievement of the Corporation's business goals will be enhanced by maintaining
compensation parity among the Corporation's key executives, no special award
was made to Mr. Cuneo, the Corporation's Chief Executive Officer.
Under the Agreements, it is also contemplated that the Corporation will
establish a performance incentive bonus plan which will provide each executive
the opportunity to earn an annual bonus of up to five percent of the increase
in the Corporation's pretax income, based upon the attainment of performance
goals to be established by the Compensation Committee. Such an incentive bonus
plan has not yet been adopted by the Board of Directors, but it is anticipated
that the same will be adopted during the fiscal year ending June 30, 1998.
Elven M. Tangel
Gregory Cuneo
Stephen J. Yager
Armando Spaziani
Ronald Fregara
Gary DeLuca
Michael J. Abatemarco
-8-
<PAGE>
PERFORMANCE GRAPH
The line graph set forth below provides a comparison of the Corporation's
cumulative total shareholder return on its Common Stock with the Russell 2000
Index and, as a Corporation, determined peer comparison with the Nasdaq
Non-Financial Index. Such shareholder return is the sum of the dividends paid
and the change in the market price of the stock.
[Insert Chart Provided]
-9-
<PAGE>
CERTAIN TRANSACTIONS
In October 1995, the Corporation lent Stephen J. Drescher, a former Director of
the Corporation, $73,406.00. The loan bore interest at the rate of 8.75 percent
per annum and was collateralized by 65,250 shares of the Corporation's Common
Stock. In September 1997, Mr. Drescher fully repaid the loan in the amount of
$86,533.57.
A subsidiary of the Corporation leases shop and office space on a
month-to-month basis from a company in which Messrs. Spaziani, Fregara and
Cuneo each own a 20 percent interest. Rent expense for the year ended June 30,
1997 was $66,000.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed the firm of Grant Thornton LLP ("Grant
Thornton") as independent certified public accountants for the 1998 fiscal year
and recommends to shareholders ratification of such appointment. Grant Thornton
served as principal accountant for the fiscal year most recently completed.
The appointment of the independent public accountants is approved annually by
the Board of Directors, which reviews the qualifications of independent
accountants and which reviews the audit scope, reasonableness of fees and also
the types of nonaudit services for the coming year.
Although not required to do so, the Board of Directors is submitting the
appointment of Grant Thornton for ratification by the shareholders. If this
action were not ratified, the Board of Directors would reconsider its
appointment. The affirmative vote of a majority of the shares of the
Corporation's Common Stock represented at the annual meeting is required to
ratify this appointment.
Representatives of Grant Thornton will be present at the annual meeting of
shareholders and will have an opportunity to make a statement if they desire to
do so. They will be available to respond to appropriate questions.
DEADLINE FOR SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1998 annual meeting
to be included in the proxy material relating to that meeting must be received
by the Corporation by June 4, 1998.
ANNUAL REPORT TO THE SEC; FORM 10-K
Shareholders may obtain without charge a copy of the Corporation's annual
report to the United States Securities and Exchange Commission, on Form 10-K,
by writing to DualStar Technologies Corporation, 11-30 47th Avenue, Long Island
City, NY 11101, Attn: Investor Relations, or by visiting the Corporation's Web
site (http://www.dualstar.com). Copies of exhibits may be obtained upon
payment.
-10-
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any matters to be brought before the
meeting other than those referred to in the notice hereof. If any other matters
properly come before the meeting, it is the intention of the persons named in
the form of proxy to vote such proxy in accordance with their judgment on such
matters.
By Order of the Board of Directors,
Stephen J. Yager
Secretary
October 16, 1997
-11-
<PAGE>
DUALSTAR TECHNOLOGIES CORPORATION
PROXY FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Elven M. Tangel, Gregory Cuneo and
Stephen J. Yager as Proxies, each with full power of substitution, and hereby
authorizes each of them to represent and vote, as designated on the reverse
hereof, all shares of Common Stock of DualStar Technologies Corporation (the
"Company") held of record by the undersigned on September 19, 1997, at the
Annual Meeting of Shareholders to be held on November 12, 1997, or any
adjournment thereof, upon all such matters as may properly come before the
Meeting.
(THE PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE.)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
DUALSTAR TECHNOLOGIES CORPORATION
NOVEMBER 12, 1997
| PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED |
[X] Please mark your
votes as in this
example.
WITHHOLD AUTHORITY
to vote for all
nominees listed
FOR at right
1. ELECTION [ ] [ ] Nominees: Michael J. Abatemarco
OF Gregory Cuneo
DIRECTORS Gary DeLuca
Ronald Fregara
For all nominees listed (except as marked to Armando Spaziani
the contrary below) Elven M. Tangel
- -------------------------------------------- Stephen J. Yager
|
|
|__________
FOR AGAINST ABSTAIN
2. Ratification of appointment of Grant Thornton LLP [ ] [ ] [ ]
to serve as the Company's independent accountants
for the fiscal year ending June 30, 1998. (The
Board of Directors recommends a vote "FOR"
ratification.)
3. In their discretion upon such other business as may properly come before the
Annual Meeting or any postponement or adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED "FOR"
ITEM 1 AND "FOR" ITEM 2.
SHAREHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY
IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
If you plan to attend [ ]
the Annual Meeting,
place an X in this box
SIGNATURE _______________ DATE _________ SIGNATURE ______________ DATE ________
NOTE: Please sign exactly as name or names appear on stock certificate as
indicated hereon. Joint owners should each sign. When signing as
attorney, executor, administrator or guardian, please give full title
as such.
