<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-12
AMX 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)(1)
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:
------------------------------------------------------------------------
<PAGE>
AMX CORPORATION
11995 FORESTGATE DRIVE
DALLAS, TEXAS 75243
July 6, 1998
To Our Shareholders:
We are pleased to invite you to attend AMX Corporation's Annual Meeting,
which will be held at the Radisson Hotel, 7750 LBJ Freeway, Dallas, Texas at
10:00 a.m. on August 4, 1998. The doors will open at 9:00 a.m.
The matters to be acted on at the meeting are described in the Proxy
Statement. We hope that you will be able to attend the meeting. However, whether
or not you attend, it is important that you vote. Please mark, date, sign and
return the enclosed proxy card to ensure that your shares will be represented at
the meeting.
The Board of Directors and the management team look forward to seeing you at
the meeting.
Sincerely,
SCOTT D. MILLER
CHAIRMAN OF THE BOARD
<PAGE>
AMX CORPORATION
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 6, 1998
------------------------
To the Shareholders of AMX Corporation:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders of AMX
Corporation, a Texas corporation (the "Company"), will be held on August 4,
1998, at 10:00 a.m. at the Radisson Hotel, 7750 LBJ Freeway, Dallas, Texas for
the following purposes:
1. To elect directors to serve for the following year and until their
successors are duly elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as independent
accountants of the Company for the fiscal year ending March 31, 1999; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Shareholders of record at the close of business on June 22, 1998 are
entitled to notice of and to vote at the meeting. Only holders of record of the
Company's common stock on that date are entitled to vote on matters coming
before the meeting and any adjournment or postponement thereof. A complete list
of shareholders entitled to vote at the meeting will be maintained in the
Company's offices at 11995 Forestgate, Dallas, Texas 75243 for ten days prior to
the meeting and will be open to the examination of any shareholder during
ordinary business hours of the Company.
Please advise the Company's Transfer Agent, ChaseMellon Shareholder Services
L.L.C., Overpeck Centre, 85 Challenger Road, Ridgefield Park, New Jersey, 07660
of any change in your address.
All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed Proxy as soon as possible in the envelope
enclosed for that purpose. Any shareholder attending the meeting may vote in
person even if he or she previously returned a Proxy.
By Order of the Board of Directors
DAVID E. CHISUM
SECRETARY
Dallas, Texas
July 6, 1998
<PAGE>
AMX CORPORATION
11995 FORESTGATE DRIVE
DALLAS, TEXAS 75243
------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 4, 1998
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of AMX
Corporation (the "Company" or "AMX") for the Annual Meeting of Shareholders to
be held on August 4, 1998, at 10:00 a.m. at the Radisson Hotel, 7750 LBJ
Freeway, Dallas, Texas, or any adjournment or adjournments thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting.
This proxy statement and the enclosed proxy card are being sent beginning
approximately July 6, 1998, to all shareholders entitled to vote at the meeting.
The Company's annual report for the fiscal year ended March 31, 1998 is being
mailed herewith to all shareholders entitled to vote at the Annual Meeting. The
annual report does not constitute a part of the soliciting materials.
RECORD DATE; OUTSTANDING SHARES
Only shareholders of record at the close of business on June 22, 1998 (the
"Record Date") are entitled to receive notice of and to vote at the meeting. The
outstanding voting securities of the Company as of such date consisted of
8,261,700 shares of common stock, par value $.01 per share (the "Common Stock").
The Company has no other class of stock outstanding. For information regarding
holders of more than 5% of the outstanding Common Stock, see "Election of
Directors--Security Ownership of Certain Beneficial Owners and Management."
REVOCABILITY OF PROXIES
The enclosed proxy is revocable at any time before its use by delivering to
the Company a written notice of revocation or a duly executed proxy bearing a
later date. If a person who has executed and returned a proxy is present at the
meeting and wishes to vote in person, he or she may elect to do so and thereby
suspend the power of the proxy holders to vote his or her proxy.
VOTING AND SOLICITATION
Every shareholder of record on the Record Date is entitled, for each share
held, to one vote on each proposal or item that comes before the meeting. Each
shareholder will be entitled to vote for seven nominees in the election of
directors, and the seven nominees with the greatest number of votes will be
elected. There are no cumulative voting rights.
The cost of this solicitation will be borne by the Company. The Company may
reimburse expenses incurred by brokerage firms and other persons representing
beneficial owners of shares in forwarding soliciting materials to beneficial
owners. Proxies may be solicited by certain of the Company's directors, officers
and regular employees, without additional compensation, personally, by
telephone, by facsimile or by telegram.
<PAGE>
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock issued and outstanding on the Record
Date. Shares that are voted "FOR," "AGAINST," or "WITHHELD FROM" a matter are
treated as being present at the meeting for purposes of establishing a quorum
and are also treated as shares "represented and voting" at the Annual Meeting
(the "Votes Cast") with respect to such matter.
While there is no definitive statutory or case law authority in Texas as to
the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of the quorum for the transaction of business, and (ii) the total number of
Votes Cast with respect to a proposal. In the absence of controlling precedent
to the contrary, the Company intends to treat abstentions in this manner.
Accordingly, abstentions will have the same effect as a vote against a proposal.
Broker non-votes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, but will not be counted for
purposes of determining the number of Votes Cast with respect to a proposal.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company that are intended to be presented
by such shareholders at the Company's 1999 Annual Meeting must be received by
the Company, addressed to David E. Chisum, Secretary, AMX Corporation, 11995
Forestgate Drive, Dallas, Texas 75243, no later than March 8, 1999 for inclusion
in the proxy statement and form of proxy relating to that meeting. Such
proposals must comply with the Bylaws of the Company and the requirements of
Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
With respect to business to be brought before the Annual Meeting to be held
on August 4, 1998, the Company has not received any notices from shareholders
that the Company is required to include in this Proxy Statement.
ELECTION OF DIRECTORS
(ITEM 1)
A Board of seven directors is to be elected at the meeting. Unless otherwise
instructed, the proxy holders will vote all of the proxies received by them for
the Company's seven nominees named below. In the event that additional persons
are nominated for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner as will ensure the election of as many
of the nominees listed below as possible and, in such event, the specific
nominees to be voted for will be determined by the proxy holders. In the event
that any of the nominees shall become unavailable, the proxy holders will vote
in their discretion for a substitute nominee. It is not expected that any
nominee will be unavailable. The term of office of each person elected as a
director will continue until the next Annual Meeting of Shareholders and until
his successor has been elected and qualified.
VOTE REQUIRED
The seven nominees receiving the highest number of affirmative votes of the
shares entitled to be voted shall be elected to the Board of Directors. Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum and for purposes of determining the total number of votes
cast for such director, but have no other legal effect under Texas law.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's seven nominees named below, all of whom are
presently directors of the Company. If any nominee of the Company is unable or
declines to serve as a director at the time of the meeting, the proxies
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will be voted for any nominee who is designated by the present Board of
Directors to fill the vacancy. It is not expected that any nominee will be
unable or will decline to serve as a director.
The Board of Directors recommends that shareholders vote FOR the nominees
listed below.
The names and certain information about the nominees for directors are set
forth below:
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE POSITIONS/PRINCIPAL OCCUPATION DIRECTOR SINCE
- ------------------------------ --- ------------------------------------------------------------ ---------------
<S> <C> <C> <C>
Scott D. Miller............... 45 Chairman of the Board and Director 1982
Joe Hardt..................... 43 Chief Executive Officer, President and Director 1995
Peter D. York................. 55 Vice Chairman of the Board, Assistant Secretary and Director 1995
Thomas S. Roberts (1)......... 34 General Partner in Venture Capital Fund 1995
Harvey B. Cash (2)............ 59 General Partner in Venture Capital Fund 1995
J. Otis Winters (1)(2)........ 65 Chairman of Pate, Winters & Stone, Inc. 1997
John F. McHale (1)(2)......... 42 Director of Engineering, Cisco Systems 1997
</TABLE>
- ------------------------
(1) Members of the Compensation Committee.
(2) Members of the Audit Committee.
Except as set forth below, each of the nominees has been engaged in the
principal occupation described above during the past five years. There is no
family relationship between any director or executive officer of the Company.
Set forth below is certain information with respect to each of the nominees
for director and each other executive officer of the Company:
NOMINEES
SCOTT D. MILLER, Chairman of the Board and a co-founder of the Company,
served as President, Chief Executive Officer and a director of the Company since
its inception in 1982 until September 1995, when he relinquished his positions
as President and Chief Executive Officer. Prior to joining the Company, Mr.
Miller served as Regional Services Manager of Linear Corporation and National
Sales Manager of Pavco Electronics. Mr. Miller also served in the U.S. Air
Force.
JOE HARDT, Chief Executive Officer and President, served as Chief Operating
Officer of the Company from 1993 to September 1995, and has been Chief Executive
Officer and a director since March 1995. In September 1995, Mr. Hardt was
elected President of the Company, a position which included the duties of chief
executive officer. Effective July 1, 1997, Mr. Hardt was formally elected the
Chief Executive Officer of the Company. Prior to joining the Company, Mr. Hardt
was an attorney in private practice in Dallas, Texas from 1980 to 1993. In 1986,
he was one of the founding shareholders of Munsch Hardt Kopf Harr & Dinan, P.C.
where he was a practicing attorney until 1993, and he served as the firm's
President from April 1986 to April 1989. Mr. Hardt holds a B.A. in English from
Centenary College of Louisiana and a J.D. from the University of Texas School of
Law.
PETER D. YORK, Vice Chairman of the Board, served as Senior Vice President
for the Company 1992 until 1997, and has been a director since March 1995, and
has served as Vice Chairman of the Board of Directors since July 2, 1997. Mr.
York joined the Company in 1991 upon the acquisition by the Company of York
Controls, Inc. Mr. York founded York Controls, Inc. in 1978 and served as its
President and Chief Executive Officer until its acquisition by the Company.
THOMAS S. ROBERTS has served as a director of the Company since March 1995.
Mr. Roberts currently serves as general partner in various venture capital funds
affiliated with Summit Partners, a venture capital firm, where he has been
employed since 1989. He currently serves on the Board of Directors of Catalyst
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International, Inc., a software company, and PowerCerv Corporation, a software
company. Mr. Roberts also serves on the Board of Directors of several
privately-held companies that are involved in software development and related
industries. Mr. Roberts holds a B.A. in Economics from Princeton University and
an M.B.A. from Harvard University.
HARVEY B. CASH has served as a director of the Company since March 1995. Mr.
Cash has served as general or limited partner in various venture capital funds
affiliated with InterWest Partners, a venture capital firm, since 1985. He is
Chairman of the Board of Cyrix Corporation, a microprocessor company and
currently serves on the Board of Directors of ProNet, Inc., a paging company;
Aurora Electronics, Inc., a distributor of recycled integrated circuit boards
and computer components; BenchMarq Microelectronics, Inc., a developer of chips
and chipsets for portable electronic devices; CIENA Corporation, a manufacturer
of telecommunications equipment, Heritage Media Corporation, an owner and
operator of radio and television stations; and i2 Technologies, Inc., a provider
of supply chain management software. Mr. Cash holds a B.S. in Electrical
Engineering from Texas A&M University and an M.B.A. from Western Michigan
University. Mr. Cash also serves on the Board of Directors of several privately
held companies that are involved in software development and supply related
industries.
J. OTIS WINTERS has served as a director of the Company since January 7,
1997. Mr. Winters was co-founder of Pate, Winters & Stone, Inc., a consulting
firm in 1984. Since 1989 he has served as Chairman of that company. Mr. Winters
also serves on the Board of Directors of NGC Corporation, an energy company,
Walden Residential Properties, Inc., an apartment real estate investment trust,
and Liberty Bancorp, Inc. a bank holding company, and serves as a director for a
private retail company. A registered professional engineer, Mr. Winters holds an
M.B.A. from the Harvard Business School and a B.S. and M.S. in petroleum
engineering from Stanford University.
JOHN F. MCHALE has served as a director of the Company since October 22,
1997. Mr. McHale currently is Director of Engineering, Broadband Edge Products,
a division of Cisco Systems, Inc. Mr. McHale was a founder of NetSpeed, Inc. and
served as its president, chief executive officer, and chairman of the Board from
1996 until its acquisition by Cisco Systems, Inc. in 1998. Before founding
NetSpeed, Mr. McHale was a founder, chief executive officer, and chairman of the
Board of Networth, Inc. from 1985 until its acquisition by Compaq Computer
Corporation in 1995. Mr. McHale graduated from the University of Dayton in 1978
with a bachelor's degree in electrical engineering,
OTHER EXECUTIVE OFFICERS
DAVID E. CHISUM, 42, has served as the Chief Financial Officer and Treasurer
of the Company since May 31, 1996. Prior to joining the Company, Mr. Chisum
served as Chief Financial Officer for Superior Air Parts, Inc., a manufacturer
and distributor of replacement parts for piston-based aircraft, from January
1996 to May 1996, and he served as Vice President Planning & Business
Development for Connectware, Inc., a wholly-owned subsidiary of AMP,
Incorporated, a manufacturer of hardware and software products for the
multi-media market, from January 1995 to January 1996. From 1984 to 1995, he
served as Chief Financial Officer of Piper Industries of Texas, Inc., a
manufacturer of plastic transport containers. Mr. Chisum holds a B.B.A. from
Baylor University and was granted a CPA certificate by the State of Texas in
1978.
TOM HITE, 37, has served as Vice President of Engineering of the Company
since March 10, 1997. Prior to joining the Company Mr. Hite served as Vice
President, Chief Technology Officer of AnswerSoft, Inc. a global provider of
business process automation solutions, from 1994 to 1997. From 1991 until 1994
Mr. Hite served as Manager of Software Development for Micrografx, Inc., a
designer and developer of graphics software. Mr. Hite holds a B.S. and a Master
of Science in Mechanical Engineering from the University of Iowa.
The current directors except for Mr. Winters and Mr. McHale, were initially
elected pursuant to a Shareholders' Agreement (the "Shareholders' Agreement")
entered into among the Company, several
4
<PAGE>
members of management and several venture capital funds in connection with an
investment in the Company by the venture capital funds. The parties to the
Shareholders' Agreement agreed to vote all shares owned by them for election of
directors designated in accordance with the Shareholders' Agreement. Such
arrangement terminated upon the consummation of the Company's initial public
offering in November 1995.
Each director serves until the next annual meeting of shareholders and until
his successor is duly elected and qualified. The Company's Board of Directors is
currently comprised of seven directors and the officers serve at the discretion
of the Board of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 31, 1998, certain information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to own beneficially more than five percent (5%) of
the outstanding shares of Common Stock, (ii) each current director of the
Company, (iii) the executive officers of the Company named in the table under
"Executive Compensation--Summary Compensation Table," and (iv) all directors and
executive officers as a group. Except as otherwise described above in "Vote
Required," the Company does not know of any agreements among its shareholders
that relate to voting or investment power of its shares of Common Stock.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED(1)
---------------------------
PERCENTAGE
5% BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS NUMBER OWNERSHIP
- --------------------------------------------------------------------------------------- ---------- ---------------
<S> <C> <C>
Summit Partners (2) ................................................................... 728,476 8.8%
600 Atlantic Avenue
Suite 2800
Boston, Massachusetts 02210-2227
InterWest Partners (3) ................................................................ 1,061,900 12.9%
13355 Noel Road
Suite 1375, LB #65
Dallas, Texas 75240
TA Associates (4) ..................................................................... 622,183 7.5%
125 High Street
Boston, Massachusetts 02110
Thomas S. Roberts (2) ................................................................. 738,476 8.9%
c/o Summit Partners
600 Atlantic Avenue
Suite 2800
Boston, Massachusetts 02210-2227
Harvey B. Cash (3) .................................................................... 1,071,900 13.0%
c/o InterWest Partners
13355 Noel Road
Suite 1375, LB #65
Dallas, Texas 75240
J. Otis Winters (5) ................................................................... 7,500 *
5956 Sherry Lane Suite 2001
Dallas, Tx 75225
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED(1)
---------------------------
PERCENTAGE
5% BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS NUMBER OWNERSHIP
- --------------------------------------------------------------------------------------- ---------- ---------------
<S> <C> <C>
John F. McHale (6) .................................................................... 5,000 *
12303 Technology Blvd.
Austin, Tx 78727
Scott D. Miller........................................................................ 1,308,000 15.8%
Peter D. York (7)...................................................................... 622,984 7.4%
Joe Hardt (8).......................................................................... 491,016 5.7%
David E. Chisum (9).................................................................... 15,000 *
Tom Hite (10).......................................................................... 12,500 *
All directors and executive officers as a group (nine persons)(2)(3)(11)............... 4,272,376 48.5%
</TABLE>
- ------------------------
* Less than 1%
(1) The information contained in this table with respect to beneficial ownership
reflects "beneficial ownership" as defined in Rule 13d-3 under the Exchange
Act. All information with respect to the beneficial ownership of any
principal shareholder was supplied in a Schedule 13D or 13G filed with the
Securities and Exchange Commission (the "SEC") by or on behalf of such
principal shareholder under the Exchange Act and/or was furnished by such
principal shareholder to the Company and, except as otherwise indicated or
pursuant to community property laws, each shareholder has sole voting and
investment power with respect to shares listed as beneficially owned by such
shareholder. Shares subject to options exercisable within 60 days of May 31,
1997 are deemed outstanding for computing the percentage of the person
holding such options, but are not deemed outstanding for computing the
percentage of any other person. The address of each executive officer of the
Company is as follows: c/o AMX Corporation, 11995 Forestgate Drive, Dallas,
Texas 75243.
(2) Consists of 611,917, 101,989 and 14,570 shares of Common Stock held of
record by Summit Ventures III, L.P., Summit Subordinated Debt Fund, L.P.,
and Summit Investors II, L.P., respectively, all of which are part of an
affiliated group of investment partnerships referred to, collectively, as
Summit Partners. Summit Partners SD, L.P. is a general partner of Summit
Subordinated Debt Fund, L.P. Summit Partners III, L.P. is a General Partner
of Summit Ventures III, L.P. Stamps Woodsum & Co. III is a general partner
of Summit Partners III, L.P. and Summit Partners SD, L.P. Thomas S. Roberts
is a director of the Company and is a general partner of Stamps Woodsum &
Co. III and a general partner of Summit Investors II, L.P. Except to the
extent of his pecuniary interest in the funds, he disclaims beneficial
ownership of the 728,476 shares of Common Stock owned by Summit Partners.
The shares listed as being beneficially owned by Mr. Roberts also include
5,000 shares of Common Stock subject to vested options that were granted to
Mr. Roberts under the Company's Nonemployee Director Plan upon his election
to the Board of Directors and 2,500 shares of Common Stock subject to vested
options that were granted immediately following each of the Company's 1996
and 1997 Annual Meeting of Shareholders.
(3) Consists of 1,055,273 and 6,627 shares of Common Stock held of record by
InterWest Partners V, L.P. and InterWest Investors V, respectively, both of
which are part of an affiliated group of investment partnerships referred
to, collectively, as InterWest Partners. InterWest Management Partners V,
L.P. is the general partner of InterWest Partners V, L.P. and Harvey B. Cash
is a general partner of InterWest Investors V and is a limited partner of
InterWest Management Partners V, L.P. Harvey B. Cash is a director of the
Company. Except to the extent of his pecuniary interest in the funds, Mr.
Cash disclaims beneficial ownership of the 1,061,900 shares of Common Stock
owned by InterWest
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Partners. The shares listed as being beneficially owned by Mr. Cash also
include 5,000 shares of Common Stock subject to vested options that were
granted to Mr. Cash under the Company's Nonemployee Director Plan upon his
election to the Board of Directors and 2,500 shares of Common Stock subject
to vested options that were granted immediately following each of the
Company's 1996 and 1997 Annual Meeting of Shareholders.
(4) Consists of 424,022, 109,811, 42,401, 39,589 and 6,360 shares of Common
Stock held of record by Advent VII L.P., Advent Atlantic and Pacific II
L.P., Advent New York L.P., Advent Industrial II L.P. and TA Venture
Investors Limited Partnership, respectively, all of which are part of an
affiliated group of investment partnerships referred to, collectively, as TA
Associates. TA Associates VII L.P. is the general partner of Advent VII
L.P., and TA Associates AAP II Partners is the general partner of Advent
Atlantic and Pacific II L.P. TA Associates VI L.P. is the general partner of
Advent New York L.P. and of Advent Industrial II L.P. TA Associates, Inc. is
the general partner of TA Associates VII L.P., TA Associates AAP II Partners
and TA Associates VI L.P. In such capacity, TA Associates, Inc. exercises
voting and investment power with respect to all of the shares of record held
by affiliates of TA Associates, with the exception of those shares held by
TA Venture Investors Limited Partnership. Several of the general partners of
TA Venture Investors Limited Partnership are officers and directors of TA
Associates, Inc.
(5) Represents 5,000 shares of Common Stock issuable upon exercise of
outstanding options, which are presently exercisable, that were granted to
Mr. Winters under the Company's 1995 Nonemployee Director Plan upon his
election to the Board of Directors and 2,500 shares of Common Stock subject
to vested options that were granted immediately following the Company's 1997
Annual Meeting of Shareholders.
(6) Includes 5,000 shares of Common Stock issuable upon exercise of outstanding
options, which are presently exercisable, 5,000 of which were granted to Mr.
McHale under the Company's Nonemployee Director Plan upon his election to
the Board of Directors.
(7) Includes 139,864 shares of Common Stock issuable upon exercise of
outstanding options that are presently exercisable or are exercisable within
60 days after May 31, 1998.
(8) Includes 341,016 shares of Common Stock issuable upon exercise of
outstanding options that are presently exercisable or are exercisable within
60 days after May 31, 1998.
(9) Includes 12,500 shares of Common Stock issuable upon exercise of outstanding
options that are presently exercisable or are exercisable within 60 days
after May 31, 1998.
(10) Includes 12,500 shares of Common Stock issuable upon exercise of
outstanding options that are presently exercisable or are exercisable within
60 days after May 31, 1998.
(11) Includes, in addition to an aggregate of 32,500 options granted to the
outside directors of the Company, an aggregate of 505,880 shares of Common
Stock issuable upon exercise of outstanding options granted to the executive
officers of the Company that are presently exercisable or are exercisable
within 60 days after May 31, 1998.
The Shareholders' Agreement entered into in connection with an investment in
the Company by several venture capital funds terminated by its own terms upon
consummation of the Company's initial public offering; provided, however, that
each shareholder who is a party to the Shareholders' Agreement continues to have
the right to participate in any sales of Common Stock of the Company made by the
other parties to the Shareholders' Agreement at the same price per share and on
the same terms and conditions, other than sales of shares made pursuant to a
registration statement or any sales made pursuant to Rule 144 or Rule 701
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The co-sale right described above, the exercise of which may result in a change
of control of the Company,
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will terminate on the earlier of (i) March 30, 2005 or (ii) at such time as such
venture capital funds own less than 30% of the Common Stock originally acquired
by them.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of six meetings during
the fiscal year ended March 31, 1998. In addition, the Board of Directors acted
one time by unanimous consent during the fiscal year ended March 31, 1998.
During the fiscal year ended March 31, 1998, each director attended at least 75%
of the meetings of the Board of Directors held during the period for which he
was a director.
The Audit Committee, currently consisting of directors J. Otis Winters,
Harvey B. Cash, and John F. McHale, met twice and acted one time by unanimous
consent during the last fiscal year. This Committee recommends engagement of the
Company's independent auditors and reviews with management and the independent
auditors the Company's financial statements, basic accounting and financial
policies and practices, audit scope and competency of control personnel.
The Compensation Committee, currently consisting of directors J. Otis
Winters, Thomas S. Roberts, and John F. McHale, met twice during the last fiscal
year. This Committee reviews and recommends to the Board of Directors the
compensation of executive officers of the Company and administers and makes
awards and takes all other action as is provided under the employee benefit
plans of the Company, including, but not limited to, the 1993 Stock Option Plan,
the 1995 Stock Option Plan and the 1996 Employee Stock Purchase Plan, excluding,
however, the 1995 Director Stock Option Plan.
BOARD COMPENSATION
Currently, the Company's directors, other than Mr. Winters and Mr. McHale,
do not receive any compensation for serving on the Board of Directors or any
Committees, but are reimbursed by the Company for expenses incurred in attending
meetings of the Board of Directors or any Committees. Mr. Winters and Mr. McHale
receive a fee of $1,000 per month, and $1,000 per meeting of the Board of
Directors. All nonemployee directors participate in the Company's 1995
Nonemployee Director Plan and will receive non-statutory stock options under the
1995 Nonemployee Director Plan.
During the fiscal year ended March 31, 1998, John McHale, who is a
nonemployee director of the Company, was granted options to purchase 5,000
shares of the Common Stock at an exercise price of $6.50 per share of Common
Stock. Options to purchase 5,000 shares of Common Stock will be granted to each
new nonemployee director at the time such person is first elected or appointed
to the Board. In addition, immediately following the Company's annual meeting of
shareholders each year, commencing with the Company's Annual Meeting on August
16, 1996, each nonemployee director will be granted options to purchase 2,500
shares of Common Stock, which grant will be approved by the entire Board of
Directors.
REPORT OF THE COMPENSATION COMMITTEE
The following is the Report of the Compensation Committee of the Company,
describing the compensation policies and rationale applicable to the Company's
officers with respect to the compensation paid to the officers for the fiscal
year ended March 31, 1998. The information contained in the Report of the
Compensation Committee shall not be deemed to be "soliciting material" or to be
"filed" with the SEC, nor shall such information be incorporated by reference
into any future filing under the Securities Act or the Exchange Act except to
the extent that the Company specifically incorporates it by reference into such
filing.
TO THE BOARD OF DIRECTORS:
As members of the Compensation Committee, it is our duty to administer the
executive compensation program for the Company. The Compensation Committee is
responsible for establishing appropriate
8
<PAGE>
compensation goals for the executive officers of the Company and evaluating the
performance of such executive officers in meeting such goals. The elements of
the executive compensation program described below are implemented and
periodically reviewed and adjusted by the Compensation Committee.
The goals of the Compensation Committee in establishing the Company's
executive compensation program are as follows:
(1) To fairly compensate the executive officers of the Company for their
contributions to the Company's short-term and long-term performance. The
elements of the Company's compensation program are (i) annual base
salaries, (ii) annual cash bonuses and (iii) equity incentives.
(2) To allow the Company to attract, motivate and retain the management
personnel necessary to the Company's success by providing an executive
compensation program comparable to that offered by similar companies.
(3) To provide an executive compensation program with incentives linked to
the financial performance of the Company. Under such program, incentive
compensation for executive officers is linked to the general financial
performance of the Company as measured by such items as revenues and
income from operations.
BASE SALARIES. The annual base salaries of the Scott D. Miller, Chairman of
the Board, Joe Hardt, the Chief Executive Officer and President, and Peter D.
York, the Vice Chairman of the Company, were predetermined pursuant to
employment agreements that were entered into by the Company and such individuals
prior to the appointment of the Compensation Committee and were negotiated as
part of the venture capital investment in the Company that occurred in March
1995 prior to the Company's initial public offering. Those employment agreements
expired on March 31, 1998. As a result, the Compensation Committee has reviewed
such base salaries in light of corporate performance, individual performance,
experience and a comparison with salary ranges and midpoints reflecting similar
positions, duties and levels of responsibility of other companies in similar
industries and with comparable revenues and has found them to be reasonable.
Each executive officer's base salary is reviewed annually by the Compensation
Committee and is subject to upward adjustment on the basis of individual and
corporate performance. The Compensation Committee has set new base salaries for
those individuals for fiscal year 1999.
ANNUAL AND OTHER BONUSES. The bonuses available to the executive officers,
which for the 1998 fiscal year included Scott D. Miller, Joe Hardt, Peter D.
York, David E. Chisum, and Tom Hite are based upon the achievement of specific
performance targets. Such bonuses are designed to maximize the shareholder
value.
EQUITY INCENTIVES. Equity incentives, including grants of stock options,
are determined based on the Compensation Committee's assessment of the ability
of such officers to positively impact the Company's future performance and
enhance shareholder value as determined by their individual performances. Stock
option grants and other equity incentives are not awarded annually but as the
individual performance and experience of each executive officer warrants. Option
awards generally vest in cumulative installments of 25% per year. The amount and
vesting of stock options are not contingent on achievement of any specific
performance targets. All options granted will benefit the executive only to the
extent that there is appreciation in the market price of the Common Stock during
the option period.
Equity and cash incentives are not limited to executive officers. Grants of
stock options are made to employees upon joining the Company in amounts
determined by the Compensation Committee and are also made to selected employees
as performance related awards and as awards for certain promotions. The amounts
of such grants are determined based on the individual employee's position with
the Company and his or her potential ability to beneficially impact the
performance of the Company. By giving all employees a stake in the financial
performance of the Company, the Compensation Committee's goal is to provide
9
<PAGE>
incentives to all employees of the Company to enhance the financial performance
of the Company and, thus, shareholder value.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER COMPENSATION. The
compensation for the fiscal year ended March 31, 1998 of the Chairman and Chief
Executive Officer of the Company principally consisted of a base salary and an
annual bonus. Mr. Miller relinquished his positions as President and Chief
Executive Officer in connection with Company's initial public offering and, in
September 1995, Mr. Hardt was elected President of the Company, a position which
included the duties of chief executive officer. Effective July 1, 1997, Mr.
Hardt was formally elected the Chief Executive Officer of the Company. Messrs.
Miller's and Hardt's base salary was established by contract prior to the
Company's initial public offering on November 15, 1995, and therefore prior to
the formation of the Compensation Committee. In March 1995, Messrs. Miller and
Hardt entered into employment agreements that set their base salary through the
fiscal year ended March 31, 1998. Mr. Hardt received other compensation in the
fiscal year ended March 31, 1998 in the amount of $1,911 consisting of the
Company's matching contributions under the Company's Retirement and Savings Plan
(the "401(k) Plan"). Mr. Miller does not participate in the Company's 401(k)
Plan. In addition, Messrs. Miller and Hardt each were allocated $8,794 under the
AMX Corporation Profit Sharing Plan (the "Profit Sharing Plan") during the
fiscal year ended March 31, 1998. Messrs. Miller and Hardt do not participate in
the Compensation Committee's decision regarding their compensation.
COMPENSATION COMMITTEE
THOMAS S. ROBERTS
J. OTIS WINTERS
JOHN F. MCHALE
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Roberts, Winters, and McHale are the current members of the
Compensation Committee. Messrs. Cash and Roberts served as members of the
Compensation Committee until August 1997 when the Board appointed Mr. Winters to
replace Mr. Cash. Mr. McHale was subsequently appointed to the Compensation
Committee in October of 1997 upon his election to the Company's Board of
Directors.
During the last fiscal year, no executive officer of the Company served as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
XTG, Inc., one of the Company's dealers, is wholly owned by Scott D. Miller,
the Company's Chairman of the Board. During the fiscal year ended March 31,
1998, XTG, Inc. purchased approximately $23,813 of products from the Company at
the same prices charged to other dealers for similar items in similar
quantities.
On May 1, 1995, Joe Hardt, Chief Executive Officer, President and a director
of the Company, exercised an option to acquire 50,000 shares of Common Stock for
an aggregate purchase price of $44,750 with $250 paid in cash and $44,500 paid
to the Company by delivery of his promissory note in the original principal
amount of $44,500 bearing interest at the rate of 7.5% per annum with all
principal and interest due on May 1, 1998. As of June 1, 1998, the note and all
accrued interest thereon had been paid in full.
On July 2, 1996, Joe Hardt, Chief Executive Officer, President and a
director of the Company, exercised an option to acquire 25,000 shares of Common
Stock for an aggregate purchase price of $22,375
10
<PAGE>
with $250 paid in cash and $22,125 paid to the Company by delivery of his
promissory note in the original principal amount of $22,125 bearing interest at
the rate of 7.5% per annum with all principal and interest due on July 2, 1999.
As of June 1, 1998, principal in the amount of $22,125, together with interest
thereon of $3,180, remained outstanding.
On January 2, 1997, Joe Hardt, Chief Executive Officer, President and a
director of the Company, exercised an option to acquire 25,000 shares of Common
Stock for an aggregate purchase price of $22,375 with $250 paid in cash and
$22,125 paid to the Company by delivery of his promissory note in the original
principal amount of $22,125 bearing interest at the rate of 7.5% per annum with
all principal and interest due on January 2, 2000. As of June 1, 1998, principal
in the amount of $22,125, together with interest thereon of $2,351, remained
outstanding.
On January 2, 1998, Joe Hardt, Chief Executive Officer, President and a
director of the Company, exercised an option to acquire 25,000 shares of Common
Stock for an aggregate purchase price of $22,375 with $250 paid in cash and
$22,125 paid to the Company by delivery of his promissory note in the original
principal amount of $22,125 bearing interest at the rate of 7.5% per annum with
all principal and interest due on January 2, 2000. As of June 1, 1998, principal
in the amount of $22,125, together with interest thereon of $691, remained
outstanding.
On June 15, 1995, Peter D. York, Vice Chairman of the Board, Senior Vice
President, Secretary and a director of the Company, executed a promissory note
to the Company in the original principal amount of $77,298, bearing interest at
7.5% per annum with all principal and interest due on June 15, 1997. As of June
1, 1998, the note and all accrued interest thereon had been paid in full.
In August 1995, the Company, together with several individual shareholders
(including two former employees of the Company), organized PHAST Corporation
("PHAST"). PHAST has its principal place of business in Salt Lake City, Utah and
has been organized to design, manufacture, market, and distribute automation
control systems and products for the residential market. At time of formation,
the Company owned 51% of the outstanding capital stock of PHAST. In August 1996,
Scott D. Miller, the Company's Chairman of the Board, acquired 14,750 shares of
preferred stock of PHAST for an aggregate purchase price of $1,475,000 (all of
which was paid to PHAST on or before December 31, 1996) and acquired 7,322
shares of the common stock of PHAST (representing 29% of the outstanding common
shares) for an aggregate purchase price of $25,000. In connection therewith, in
March 1997, Mr. Miller granted an option to the Company, commencing on April 1,
1997, and expiring on March 31, 1998, to acquire all of Mr. Miller's preferred
and common stock in PHAST for an aggregate price of $2.5 million, subject to an
independent appraisal of at least an equal value. Subsequently, on July 7, 1997,
Mr. Miller and the Company entered into separate agreement pursuant to which the
Company purchased Mr. Miller's 7,322 shares of common stock in PHAST. The
aggregate purchase price was $25,000 in cash. The Company also granted Mr.
Miller the right to require the Company to purchase his 14,750 shares of
preferred stock in PHAST for a per share purchase price of $100 (which is the
liquidation preference of the preferred stock), or an aggregate purchase price
of $1,475,000, plus accrued but unpaid dividends, at any time from April 1, 1998
through March 31, 1999. In connection therewith, the option granted to the
Company in March 1997 to purchase such preferred stock from Mr. Miller was
terminated. On May 12, 1998, the Company secured a $1.5 million loan from a
financial institution, the proceeds of which were used to pay Mr. Miller
$1,475,000 to redeem the outstanding preferred stock of PHAST Corporation held
by Mr. Miller. The Company acquired 20% of the issued and outstanding shares of
common stock of PHAST from the shareholders of PHAST (which did not include Mr.
Miller) for $1,978,664, consisting of 350,814 shares of its common stock and a
de minimis amount of cash, on October 14, 1998.
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on an
investment of $100 on November 16, 1995 (the date of the Company's initial
public offering) in (i) the Company's Common Stock, (ii) the CRSP Total Return
Index for the Nasdaq Stock Market (U.S. Companies) Index (the "Nasdaq Composite
Index"), and (iii) the Total Return Index of the Nasdaq Stock Market--Electronic
Components. The values with each investment as of the date of the Company's
initial public offering are based on share price appreciation and the
reinvestment of dividends.
The information contained in the Performance Graph shall not be deemed to be
"soliciting material" or to be "filed" with the SEC, nor shall such information
be incorporated by reference into any future filing under the Securities Act or
the Exchange Act except to the extent that the Company specifically incorporates
it by reference into such filing.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AMX NASDAQ - US NASDAQ - ELECTRONIC COMPONENTS
<S> <C> <C> <C>
11/16/95 $100.00 $100.00 $100.00
12/31/95 $100.00 $100.86 $89.94
3/29/96 $101.43 $105.56 $89.38
6/28/96 $90.00 $114.18 $102.11
9/30/96 $74.29 $118.24 $123.76
12/31/96 $67.14 $124.05 $155.54
3/31/97 $80.00 $117.33 $156.76
6/30/97 $65.71 $138.83 $167.55
9/30/97 $91.43 $162.32 $217.59
12/31/97 $65.71 $152.26 $163.09
3/31/98 $100.00 $178.19 $179.37
</TABLE>
The graph above assumes $100 invested on November 16, 1995 (the date of the
Company's initial public offering), and was plotted using the following data:
<TABLE>
<CAPTION>
NASDAQ NASDAY
AMX US ELECTRONIC COMP.
--------- --------- ----------------
<S> <C> <C> <C>
11/16/95............................ $ 100.00 $ 100.00 $ 100.00
12/31/95............................ $ 100.00 $ 100.86 $ 89.94
3/29/96............................. $ 101.43 $ 105.56 $ 89.38
6/28/96............................. $ 90.00 $ 114.18 $ 102.11
9/30/96............................. $ 74.29 $ 118.24 $ 123.76
12/31/96............................ $ 67.14 $ 124.05 $ 155.54
3/31/97............................. $ 80.00 $ 117.33 $ 156.76
6/30/97............................. $ 65.71 $ 138.83 $ 167.55
9/30/97............................. $ 91.43 $ 162.32 $ 217.59
12/31/97............................ $ 65.71 $ 152.26 $ 163.09
3/31/98............................. $ 100.00 $ 178.19 $ 179.37
</TABLE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table summarizes information with
respect to the compensation of the Company's President and Chief Executive
Officer and the other most highly compensated executive officers of the Company,
including the Company's Chairman of the Board (the
12
<PAGE>
"Executive Group"), whose total compensation exceeded $100,000 during the fiscal
year ended March 31, 1998.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
-------------------
ANNUAL COMPENSATION NUMBER OF
------------------------ SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS UNDERLYING OPTIONS COMPENSATION(2)
- ---------------------------------------- --------- ------------- --------- ------------------- ----------------
<S> <C> <C> <C> <C> <C>
Scott D. Miller......................... 1998 $ 240,529 -- -- $ 8,794
Chairman of the Board 1997 227,133 -- -- 9,515
1996 230,932 -- -- 6,345
Joe Hardt............................... 1998 $ 193,201 $ 75,000 -- $ 10,705
Chief Executive Officer and 1997 175,365 -- -- 11,724
President 1996 168,480 38,667 200,000(3) 8,093
Peter D. York........................... 1998 $ 188,164 -- -- $ 10,621
Vice Chairman of the Board 1997 178,872 -- -- 11,797
and Senior Vice President 1996 165,127 $ 38,667 100,000(3) 7,428
David E. Chisum......................... 1998 $ 124,802 $ 20,000 15,000 $ 6,983
Chief Financial Officer 1997 89,580(4) -- 25,000(4) 297
1996 -- -- -- --
Tom Hite................................ 1998 $ 133,556 $ 20,000 -- --
Vice President--Engineering 1997 5,000(5) -- 50,000 --
CEO--PHAST Corporation 1996 -- -- -- --
</TABLE>
- ------------------------
(1) Under the terms of the March 30, 1995 employment agreements, as amended, the
annual base salary for Messrs. Miller, Hardt and York through March 30, 1998
was $230,500, $175,000 and $182,000, respectively, subject to any increases
determined by the Compensation Committee. See "Employment Agreements" below.
(2) Represents the amounts of matching contributions and allocations made by the
Company for participating officers under the 401(k) Plan (which was
established in January 1995) and the Profit Sharing Plan (which was
established in 1989). For fiscal 1998, the Company (a) made matching
contributions under the 401(k) Plan of $1,911 for Joe Hardt, $1,828 for
Peter York, and $1,200 for David E. Chisum, and (b) allocated $8,794 under
the Profit Sharing Plan to the accounts of each of Messrs. Miller, Hardt,
and York, and $5,783 for Mr. Chisum.
(3) Messrs. Hardt and York were granted these options pursuant to their
respective employment agreements at an exercise price of $1.88 per share,
which was in excess of the fair market value per share. See "Employment
Agreements" below.
(4) Represents the portion of Mr. Chisum's $110,000 annual salary for the fiscal
year ended March 31, 1997 since his employment commenced in May 1996. Mr.
Chisum was granted options to acquire 25,000 shares of common stock at an
exercise price of $5.75 per share in July 1996.
(5) Represents the portion of Mr. Hite's $130,000 annual salary for the fiscal
year ended March 31, 1997 since his employment commenced in March 1997. Mr.
Hite was granted options to acquire 50,000 shares of common stock at an
exercise price of $6.50 per share in March 1997.
13
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR. The following table provides information
on stock options granted to the Executive Group during the fiscal year ended
March 31, 1998.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO PER SHARE TERM(2)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ----------------------------
NAME GRANTED(1) FISCAL YEAR PRICE DATE 5% 10%
- ------------------------------ ----------- ----------------- ----------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
David E. Chisum............... 15,000 5% $ 5.94 8/13/2007 $ 93,391 $ 236,671
</TABLE>
- ------------------------
(1) 25% of such options granted are exercisable after the first, second, third,
and fourth anniversaries of the date of grant, respectively.
(2) The dollar amounts under these columns represent the realizable value of
each grant of options assuming that the market price of the Common Stock
appreciates in value from the date of grant at the 5% and 10% assumed annual
rates of compounded stock price appreciation mandated by the rules of the
SEC. Actual gains, if any, on stock option exercises are dependent on many
factors, including the future financial performance of the Company and
overall market conditions, and there can be no assurance provided to the
Executive Group or any other holder of the Company's securities that the
actual stock price will appreciate at the assumed 5% or 10% levels or at any
other defined level.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES. The following options were exercised during the fiscal year ended March
31, 1998, by the Executive Group:
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT MARCH IN-THE-MONEY OPTIONS
31, 1998 AT MARCH 31, 1998(2)
SHARES ACQUIRED VALUE ---------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE(1) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- --------------- ---------- ------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Joe Hardt................ 25,000 $ 124,500 341,016 50,000 $ 2,519,461 $ 343,750
Peter D. York............ -- -- 139,864 25,000 948,917 171,875
David E. Chisum.......... -- -- 6,250 33,750 18,750 98,400
Tom Hite................. -- -- 12,500 37,500 28,125 84,375
</TABLE>
- ------------------------
(1) 25% of such options are exercisable after the first, second, third, and
fourth anniversaries of the date of grant, respectively.
(2) Based on the fair market value of the Common Stock of $8.75 per share as
reported on the Nasdaq National Market on March 31, 1998.
EMPLOYMENT AGREEMENTS
In March 1995, the Company entered into employment agreements, which were
subsequently amended, with Scott D. Miller, Joe Hardt and Peter D. York, all of
which expired on March 31, 1998 and have not been renewed.
INDEBTEDNESS OF MANAGEMENT
See "Certain Relationships and Related Transactions" above.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or Form 5 with the SEC. Such officers,
14
<PAGE>
directors and ten percent stockholders are also required by SEC rules 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, the
Company believes that, during the fiscal year ended March 31, 1998, the
Company's officers, directors and ten percent shareholders complied with all
applicable Section 16(a) filing requirements.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 2)
The Board of Directors has selected Ernst & Young LLP, independent
accountants, to audit the books, records and accounts of the Company for the
fiscal year ending March 31, 1999. Ernst & Young LLP has audited the Company's
financial statements since the fiscal year ended March 31, 1993.
The affirmative vote of the holders of a majority of the Company's Common
Stock represented and voting at the meeting will be required to approve and
ratify the Board's selection of Ernst & Young LLP. The Board of Directors
recommends voting "FOR" approval and ratification of such selection. In the
event of a negative vote on such ratification, the Board of Directors will
reconsider its selection.
A representative of Ernst & Young LLP is expected to be available at the
Annual Meeting to make a statement if such representative desires to do so and
to respond to appropriate questions.
OTHER MATTERS
Management does not intend to bring before the meeting any matters other
than those set forth herein, and has no present knowledge that any other matters
will or may be brought before the meeting by others. However, if any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed form of Proxy to vote the Proxies in accordance with their
judgment.
The Company has borne the cost of preparing, assembling and mailing this
proxy solicitation material. THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31,
1998, INCLUDING THE FINANCIAL STATEMENTS, TO EACH SHAREHOLDER UPON WRITTEN
REQUEST TO DAVID E. CHISUM, AMX CORPORATION, 11995 FORESTGATE DRIVE, DALLAS,
TEXAS 75243.
By Order Of The Board of Directors
DAVID E. CHISUM
SECRETARY
15
<PAGE>
AMX CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
1998 ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 4, 1998
The undersigned shareholder(s) of AMX Corporation, a Texas corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders
and Proxy Statement and hereby appoints Scott D. Miller and Joe Hardt, and
each of them, Proxies and Attorneys-in-Fact, with full power to each of
substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the Annual Meeting of Shareholders of AMX Corporation to be
held August 4, 1998, at 10:00 a.m. at the Radisson Hotel, 7750 LBJ Freeway,
Dallas, Texas, and any adjournments thereof, and to vote all shares of
Common Stock that the undersigned is entitled to vote on the matters set
forth on the reverse side.
(Continued on other side)
<PAGE>
(Continued from reverse side)
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF / / FOR all nominees listed / / WITHHOLD AUTHORITY
DIRECTORS: below (except as indicated). to vote for all nominees listed to the right.
</TABLE>
(IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME BELOW)
Scott D. Miller, Joe Hardt, Peter D. York, Thomas S. Roberts, Harvey B. Cash,
J. Otis Winters and John F. McHale.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
3. IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE CHECK THIS BOX: / /
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS BALLOT WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE, FOR
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS AND
AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE
MEETING.
-----------------------------------
Signature
-----------------------------------
Signature (To be signed if shares
are held by joint tenants as
community property.)
-----------------------------------
Title, if applicable
Dated: , 1998
-----------------------------------
This proxy should be dated and
signed by the Shareholder(s)
exactly as his or her name appears
thereon and returned promptly in
the enclosed envelope. Persons
signing in a fiduciary capacity
should so indicate. If shares are
held by joint tenants as community
property, both should sign.
