<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 ss. 240.14a-11(c) or ss. 240.14a-12
RomTech, Inc.
..................................................................
(Name of Registrant as Specified In Its Charter)
Not Applicable
..................................................................
(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:
.......................................................................
1
<PAGE>
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:
.......................................................................
2
<PAGE>
RomTech, Inc.
2000 Cabot Boulevard, Suite 110
Langhorne, PA 19047-1833
November 4, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of
Shareholders of RomTech, Inc. (the "Company") which will be held at 2:00 p.m. on
December 18, 1996 at the office of the Company located at 2000 Cabot Boulevard,
Suite 110, Langhorne, Pennsylvania. The official notice of the meeting together
with a proxy statement and form of proxy are enclosed. Please give this
information your careful attention.
Your participation in the Company's affairs is important. To assure
your representation at the meeting, whether or not you expect to be present,
please date and sign the enclosed proxy card and return it as soon as possible
in the envelope provided. Also, please indicate on the proxy card whether you
plan to attend the meeting.
Your copy of the Company's 1996 Annual Report also is enclosed. We
appreciate your interest in the Company. Thank you for your attention to this
important matter.
Sincerely,
- - -------------------------------
JOSEPH A. FALSETTI
Chairman of the Board and
Chief Executive Officer
- - -------------------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND SIGN YOUR PROXY
CARD AND PROMPTLY RETURN IT IN THE REPLY ENVELOPE PROVIDED (WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES).
THANK YOU.
- - -------------------------------------------------------------------------------
<PAGE>
RomTech, Inc.
2000 Cabot Boulevard, Suite 110
Langhorne, PA 19047-1833
(215) 750-6606
-------------------------------------------------------------
Notice of Annual Meeting of Shareholders
December 18, 1996
-------------------------------------------------------------
To Our Shareholders:
The 1996 Annual Meeting of Shareholders of RomTech, Inc. (the
"Company") will be held at 2:00 p.m. on December 18, 1996, at the office of the
Company located at 2000 Cabot Boulevard, Suite 110, Langhorne, Pennsylvania, for
the following purposes:
1. To elect directors;
2. To amend the Company's 1995 Stock Option Plan;
3. To vote on ratification of the appointment of KPMG Peat Marwick
as the Company's auditors for the fiscal year ending June 30, 1997;
and
4. To act upon such other business as may properly come before the
meeting.
The Board of Directors has fixed October 25, 1996 as the record date
for the determination of shareholders entitled to vote at the meeting. Only
shareholders of record at the close of business on that date will be entitled to
receive notice of the meeting and to vote at the meeting.
You are cordially invited to attend the meeting in person. Whether or
not you expect to attend the meeting in person, you are urged to date and sign
the enclosed proxy card and promptly return it in the envelope provided (which
requires no postage if mailed in the United States).
By Order of the Board of Directors,
- - --------------------------
JOYCE FALSETTI
Secretary
November 4, 1996
<PAGE>
RomTech, Inc.
2000 Cabot Boulevard, Suite 110
Langhorne, PA 19047-1833
-------------------------
PROXY STATEMENT
-------------------------
This proxy statement and the accompanying proxy card are being
furnished to the shareholders of RomTech, Inc. (the "Company") in connection
with the solicitation of proxies on behalf of the Board of Directors of the
Company for use in voting at the 1996 Annual Meeting of Shareholders (the
"Meeting") to be held at the office of the Company located at 2000 Cabot
Boulevard, Suite 110, Langhorne, Pennsylvania on December 18, 1996 at 2:00 p.m.,
or at any adjournment or postponement of the meeting. These proxy materials are
first being mailed to shareholders on or about November 4, 1996.
Vote Required and Proxy Information
Proxies in the form enclosed, if properly submitted and not revoked,
will be voted as directed on the proxies. Any proxy not directing to the
contrary will be voted "for" the Company's nominees as directors and "for"
approval of each of the other proposals. Sending in a signed proxy will not
affect a shareholder's right to attend the meeting and vote in person, since the
proxy is revocable.
A proxy statement given pursuant to the solicitation may be revoked at
any time before it is voted. Proxies may be revoked by: (i) filing with the
Secretary of the Company, at or before the meeting, a written notice of
revocation bearing a later date than the proxy; (ii) duly executing a subsequent
proxy relating to the same shares and delivering it to the Secretary of the
Company at or before the meeting; or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy should be delivered
to Joyce Falsetti, Secretary, RomTech, Inc., 2000 Cabot Boulevard, Suite 110,
Langhorne, Pennsylvania 19047-1833.
The presence, in person or represented by proxy, of the holders of a
majority of the outstanding shares of Common Stock will constitute a quorum for
the transaction of business at the Meeting. All shares of the Company's Common
Stock present in person or represented by proxy and entitled to vote at the
meeting, no matter how they are voted or whether they abstain from voting, will
be counted in determining the presence of a quorum. If the Meeting is adjourned
because of the absence of a quorum, those shareholders entitled to vote who
attend the adjourned meeting, although constituting less than a quorum as
provided herein, shall nevertheless constitute a quorum for the purpose of
electing directors. If the Meeting is adjourned for one or more periods
aggregating at least 15 days because of the absence of a quorum, those
shareholders entitled to vote who attend the reconvened Meeting, if less than a
quorum as determined under applicable law, shall nevertheless constitute a
quorum for the purpose of acting upon any matter set forth in the Notice of
Annual Meeting.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
shareholders. Under the Pennsylvania Business Corporation Law, an abstention,
withholding of authority to vote or broker non-vote will not have the same legal
effect as an "against" vote and will not be counted in determining whether the
proposal has received the required shareholder vote.
1
<PAGE>
The cost of this solicitation will be borne by the Company. In addition
to solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or facsimile by directors, officers or employees of the Company and
its subsidiaries without additional compensation. The Company will, on request,
reimburse shareholders of record who are brokers, dealers, banks or voting
trustees, or their nominees, for their reasonable expenses in sending proxy
materials and annual reports to the beneficial owners of the shares they hold of
record.
Voting Securities
At the close of business on October 25, 1996, the record date for the
determination of shareholders entitled to receive notice of and to vote at the
meeting, the Company's outstanding voting securities consisted of 6,234,043
shares of Common Stock. Holders of Common Stock are entitled to one vote per
share. The following table sets forth information regarding share ownership of:
(i) those persons or entities known by management to beneficially own more than
five percent of the Common Stock; (ii) each of the Company's directors; (iii)
each of the Company's executive officers named in the Summary Compensation
Table; and (iv) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Percent of Class
Name of Beneficial Owner (1) Owned (2) Beneficially Owned
- - ------------------------------------------------------- -------------------------- -------------------------
<S> <C> <C>
John E. Baer (3) 520,000 8.3
Joseph A. Falsetti (4) 720,000 11.5
Gerald W. Klein (5) 22,500 *
Lance Woeltjen 771,296 12.4
2945 McMillan Avenue, Suite 128
San Luis Obispo, CA 93405
John Paul Kirwin, III (6) 1,235,902 19.8
Odyssey Capital Group, L.P.
950 West Valley Road, Suite 2902
Wayne, PA 19087
Thomas D. Parente (7) -- --
133 Union Mill Terrace
Mt. Laurel, NJ 08054
Clint H. Woeltjen 408,137 6.0
2945 McMillan Avenue, Suite 128
San Luis Obispo, CA 93405
Odyssey Capital Group, L.P. (8) 1,235,902 19.8
950 West Valley Road, Suite 2902
Wayne, PA 19087
John J. Brown (9) 941,000 14.8
1217 Foxglove Lane
West Chester, PA 19380
All officers and directors as a group (7 persons) 3,269,698 51.0
========================================================================================== =========================
</TABLE>
- - ----------------
* Less than 1%.
(1) Unless otherwise indicated, the address of each named holder is c/o
RomTech, Inc., 2000 Cabot Boulevard, Suite 110, Langhorne, PA 19047.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes
voting or investment power with respect to securities. In accordance with
SEC rules, shares which may be acquired upon exercise of stock options
which are currently exercisable or which become exercisable within sixty
days of the date of the information in the table are deemed to be
beneficially owned by the optionee. Except as indicated by
2
<PAGE>
footnote, and subject to community property laws where applicable, the
persons or entities named in the table above have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(3) Includes 7,500 shares of Common Stock subject to options which are
immediately exercisable at $2.00 per share and 7,500 shares of Common Stock
subject to options held by Mr. Baer's wife.
(4) Includes 7,500 shares of Common Stock subject to options which are
immediately exercisable at $2.00 per share and 7,500 shares of Common Stock
subject to options held by Mr. Falsetti's wife.
(5) Includes 22,500 shares of Common Stock subject to options at $2.00 per
share which are immediately exercisable. Excludes 5,000 shares of Common
Stock subject to options at $5.25 per share which are not currently
exercisable and 100,000 shares of Common Stock subject to options at $5.00
per share which are not currently exercisable.
(6) The shares listed are owned by Odyssey Capital Group, L.P. Mr. Kirwin is
the President of the general partner of Odyssey Capital Group, L.P.
Excludes 303,030 shares of Common Stock issuable upon the conversion of the
shares of the Company's Preferred Stock, held by Odyssey, which Preferred
Stock cannot be converted until October 18, 1997. Excludes 10,000 shares of
Common Stock subject to options at $3.00 per share which are not currently
exercisable and 5,000 shares of Common Stock subject to options at $5.25
per share which are not currently exercisable.
(7) Excludes 10,000 shares of Common Stock subject to options at $3.00 per
share which are not currently exercisable and 5,000 shares of Common Stock
subject to options at $5.25 per share which are not currently exercisable.
(8) Includes warrants to purchase 214,328 shares of Common Stock at $.50 per
share at any time on or before May 1, 2000. Voting and investment power of
the shares of Common Stock held by Odyssey Capital Group. L.P. ("Odyssey")
are controlled by John P. Kirwin, III, Bruce E. Terker and Kirk B.
Griswold, the principals of Odyssey. See footnote (6) above. Excludes
303,030 shares of Common Stock issuable upon the conversion of the shares
of the Company's Preferred Stock, held by Odyssey, which Preferred Stock
cannot be converted until October 18, 1997.
(9) Includes 145,000 shares of Common Stock subject to options which are
immediately exercisable at $.50 per share.
PROPOSAL ONE
ELECTION OF DIRECTORS
Five directors are to be elected at the 1996 Annual Meeting to serve
for one-year terms until the 1997 Annual Meeting and until their respective
successors are elected and qualified. The Board of Directors has recommended and
approved the nominees identified in the following table. It is intended that the
proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to a nominee) will be voted at the Meeting "for"
the election of the nominees identified below. If a nominee is unable to serve,
the shares represented by all valid proxies will be voted for the election of
such substitute nominee as the Board of Directors may recommend. At this time,
the Board of Directors knows of no reason why any nominee may be unable to
serve, if elected. Except as disclosed herein, there are no arrangements or
understandings between the nominee and any other person pursuant to which the
nominee was selected.
3
<PAGE>
The following information about the Company's nominees for election as
directors is based, in part, upon information furnished by the nominees.
<TABLE>
<CAPTION>
Director
Name Age Title Since
- - ---------------------------- ------- ----------------------------------------- ----------
Nominees
<S> <C> <C> <C>
Joseph A. Falsetti(1) 40 Chairman of the Board, Chief Executive 1994
Officer and Director
Gerald W. Klein 48 Vice President, Chief Financial Officer 1994
and Director
Lance Woeltjen 52 Chief Technological Officer, General 1996
Manager, President of Virtual Reality
Laboratories, and Director
Thomas D. Parente(1)(2) 49 Director 1995
John Paul Kirwin, III(1)(2) 39 Director 1995
</TABLE>
- - --------------
(1) Member of the Compensation Committee
(2) Member of Audit Committee
The principal occupation of each of the nominees for director of the
Company is set forth below.
Joseph A. Falsetti has been the Chairman and Chief Executive Officer of
the Company since February 1994 and served as Vice President - Business
Development from January 1993 to February 1994. Mr. Falsetti served as the
Director of Desktop Systems for Unisys Corporation from 1989 to 1990 and from
1982 through 1989 held various senior management positions in engineering,
marketing and business development for Unisys' Micro and Personal Computer
divisions.
Lance Woeltjen became Chief Technological Officer, General Manager and
Director in April 1996. From April 1989 to April 1996 Mr. Woeltjen was President
and co-founder of Virtual Reality Laboratories, Inc. ("VRLI"). Prior to founding
VRLI, Mr. Woeltjen served as President and CFO of Cherokee Data Systems, Inc., a
high technology start-up company. Previous to that Mr. Woeltjen served as
President and CFO of Milburn Stirling, Inc., also a high technology start-up
company. Mr. Woeltjen has also served as CFO of Cryolab, Inc., a 25 year-old
manufacturer of high technology products.
Thomas D. Parente joined the Company as a Director in June 1995. Mr.
Parente is currently self-employed as a financial consultant to businesses. From
April 1988 until April 1995, he was a Vice President and the Chief Financial
Officer of Suvar Corporation, a manufacturer of specialty chemicals for the
printing and coatings markets. From June 1970 until April 1988, Mr. Parente was
employed by KPMG Peat Marwick LLP (formerly Main Hurdman) and was a partner with
that firm from April 1979 until April 1988. Mr. Parente is a certified public
accountant.
Gerald W. Klein joined the Company as Vice President and Chief
Financial Officer in February 1996 and has been a Director since August 1994.
Prior to joining the Company, Mr. Klein was President, Chief Executive Officer
and a Director of Megamation Incorporated, a publicly traded company that
manufactured automation work cells used in various industries. From August 1991
to October 1994, Mr. Klein served as President and Chief Executive Officer of
PricePoint, Inc., a start-up company engaged in the development of electronic
retail pricing systems developed to replace paper shelf labels in supermarkets
and
4
<PAGE>
other retail markets. From 1979 to 1991 Mr. Klein was employed by Checkpoint
Systems, Inc., a provider of security and access control systems to retailers,
commercial businesses, and libraries and was President and Chief Operating
Officer of that company from April 1986 to July 1991. Mr. Klein is a certified
public accountant.
John Paul Kirwin, III has been a Director of the Company since June
1995. Mr. Kirwin has been a principal since August 1989 in Odyssey Capital
Group, L.P., a private investment fund located in Wayne, Pennsylvania and a
principal stockholder in the Company. As of January 1996, Mr. Kirwin became an
employee of Odyssey Capital Group, L.P. From June 1983 to January 1996, Mr.
Kirwin was employed by McCausland, Keen & Buckman, a Radnor, Pennsylvania
business law firm and had been a principal in that firm since January 1986. Mr.
Kirwin now serves as of counsel to McCausland, Keen & Buckman.
Meetings and Committees of the Board of Directors
The Board of Directors met 5 times during fiscal 1996. During fiscal
1996, no incumbent director of the Company attended fewer than 75% of the
aggregate of the total number of Board of Directors meetings and the total
number of meetings held by the committees of the Board of Directors on which he
served.
The Board of Directors of the Company has standing Audit and
Compensation Committees.
The Audit Committee has the authority and duty to recommend to the
Board of Directors the auditors to be engaged as the Company's independent
public accountants and to review the results and scope of the audit and other
services provided by the Company's independent accountants and to take such
other action as it deems appropriate to ensure the appropriate safeguarding of
the Company's assets and appropriate accounting of its assets and liabilities.
The members of the Audit Committee are Messrs. Parente and Kirwin.
This committee met two times during fiscal 1996.
The Compensation Committee has all powers of and the authority to
exercise all duties of the Board of Directors, to the extent delegated by the
Board, in matters relating to administration of stock option plans of the
Company and other equity based compensation. The members of the Compensation
Committee are Chairman Falsetti, and Messrs. Parente, and Kirwin. This
committee met one time during fiscal 1996.
Effective August 20, 1996, the Board of Directors no longer has a
Nominating Committee.
Compensation of Directors
The non-employee members of the Board of Directors receive $500 per
meeting attended. No other directors receive cash or other compensation for
services on the Board of Directors or any committee thereof. All directors are
entitled to reimbursement for reasonable expenses incurred in the performance of
their duties as Board members.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
ALL NOMINEES.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the cash compensation of the Company's
chief executive officer for the last three completed fiscal years ended June 30,
1996. The compensation described in the table does not include the cost to the
Company of benefits furnished to the chief executive officer, including premiums
for health insurance and other benefits provided to such individual that are
extended in connection with the conduct of the Company's business. No other
executive officer made $100,000 or more during the fiscal year ended June 30,
1996.
<TABLE>
<CAPTION>
Long-Term
Compensation
-----------------------
Annual Compensation (1) Awards
- - ------------------------------------------------------------------------- -----------------------
Restricted
Stock Options/ All Other
Salary Bonus Awards(s) SARs Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
- - ------------------------------------ -------- ---------- ---------- ---------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Joseph A. Falsetti 1996 $107,000 $20,000 - - -
Chairman of the Board and Chief 1995 $84,500 - - - -
Executive Officer 1994 $63,700 - - - -
</TABLE>
- - ----------
(1) Pursuant to Securities and Exchange Commission rules, perquisites equal to
the lesser of either $50,000 or 10% of salary and bonus are excluded from
the table above.
Options Granted
There were no options granted to Mr. Falsetti, the chief executive
officer of the Company, during fiscal 1996.
Aggregated Option Exercises and Year-End Option Values
During fiscal 1996, Mr. Falsetti exercised no options. As of June 30,
1996, Mr. Falsetti held unexercised options to purchase up to 7,500 shares of
Common Stock at $2.00 per share. Based upon the last sale price on June 28,
1996, the value of Mr. Falsetti's options are $15,000.
Long-Term Incentive Plans
There were no long-term incentive awards given to Mr. Falsetti during
fiscal 1996.
Employment Agreements
The Company has entered into three year employment contracts with
Messrs. Falsetti, L. Woeltjen and Baer providing for annual base salaries of
$95,000, $87,000 and $80,000, respectively. The Company
6
<PAGE>
has also entered into a three-year employment contract with Ms. S. Woeltjen
providing for an annual base salary of $57,600. Each employment agreement
provides that the employee is eligible to receive options under the Company's
1995 Stock Option Plan and cash bonuses based upon the financial performance of
the Company and the employee's contribution to that performance. Each employment
agreement contains confidentially and non-competition provisions.
Certain Transactions
On April 5, 1996, the Company acquired Virtual Reality Laboratories,
Inc. ("VRLI"), a California corporation, in a transaction structured as a merger
of VRLI with a newly formed subsidiary of the Company ("RomTech subsidiary"),
with the RomTech subsidiary as the surviving corporation. In connection with the
acquisition, the Company issued 771,296 shares and 408,137 shares of its Common
Stock, in exchange for all of the equity interests of VRLI held by Lance and
Susan Woeltjen and Clint Woeltjen, respectively, which equity interest included
Common Stock, stock options, convertible subordinated debt and a $100,000
promissory note to Lance Woeltjen.
In April of 1995, Odyssey Capital Group, L.P. ("Odyssey") invested
$200,000 in the Company as part of a $300,000 bridge financing to provide
capital to RomTech pending the completion of an initial public offering. Odyssey
loaned $200,000 to the Company under a 12% promissory note (the "Promissory
Note"). The Promissory Note was paid on October 25, 1996. In connection with the
issuance of the Promissory Note, Odyssey received 80,241 shares of Common Stock.
Odyssey also acquired, at a purchase price of $100,000, a warrant to acquire
220,662 shares of Common Stock at any time on or before May 1, 2000 at an
exercise price of $.45 per share. The warrant grants unlimited piggyback
registration rights to Odyssey with respect to the underlying Common Stock,
subject to the standard underwriters cutback and provided that the rights do not
apply to RomTech's initial public offering or registration statements relating
to acquisitions by RomTech and employee benefit plans.
During the years 1990 through 1995, John J. Brown made subordinated
loans to Applied Optical Media Company ("AOMC") of approximately $400,000 and
received Common Stock of AOMC and promissory notes in exchange therefore. On
October 18, 1995, the Company merged with AOMC, thereby assuming AOMC's
indebtedness to John J. Brown. As of June 30, 1995, the Company owed John J.
Brown $140,000.
PROPOSAL TWO
AMENDMENT OF 1995 STOCK OPTION PLAN
On April 28, 1995 the Company adopted the 1995 Stock Option Plan (the
"1995 Option Plan") which provided for the issuance of up to 150,000 options
granted to employees. On June 30, 1995 the Company amended the 1995 Option Plan
to, among other things, increase the number of options subject to grant
thereunder from 150,000 to 350,000. On August 20, 1996, the Board of Directors
approved an amendment to the 1995 Option Plan to increase the number of shares
issuable pursuant to options granted thereunder up to a total of 950,000 and to
provide that the Plan will be administered by the Board of Directors of the
Company. The Board of Directors is submitting for shareholder approval the
amendment to the 1995 Option Plan.
7
<PAGE>
The general provisions of the 1995 Option Plan are described below:
Eligibility
Employees, officers, directors and independent contractors of
particular merit are eligible to receive options under the 1995 Plan.
Types of Options
The 1995 Option Plan authorizes: (i) the granting of incentive stock
options ("Incentive Options") to purchase Common Stock, and (ii) the granting of
nonqualified stock options ("Nonqualified Options") to purchase Common Stock.
Unless the context otherwise requires, the term "Option" includes both Incentive
Options and Nonqualified Options.
Administration
The 1995 Option Plan will be administered by the Board of Directors of
the Company, although the Board of Directors reserves the right to delegate such
administration to a Committee of the Board comprised of such Directors as the
Board of Directors may determine. The Board of Directors in its sole discretion
shall determine the eligible persons to be awarded Options, the number or shares
subject thereto and the exercise price thereof, subject to certain limitations.
In addition, the determinations and the interpretation and construction of any
provision of the 1995 Option Plan by the Board of Directors shall be final and
conclusive.
Common Stock Subject to the Option Plan
If the proposed amendment is approved by the shareholders, a total of
950,000 shares of Common Stock (subject to adjustment as discussed below) will
be issuable upon exercise of Options granted under the 1995 Option Plan. As of
the date hereof Options to purchase 306,793 shares of Common Stock have been
granted under the 1995 Option Plan.
Granting of Options
The Board of Directors grants Options from time to time in its
discretion. Accordingly, it is impossible at this time to indicate the number,
names or positions of eligible persons who will receive Options or the number of
shares for which Options will be granted to any eligible persons under the
Option Plan.
The 1995 Option Plan also provides for automatic grants of Options to
non-employee directors of the Company. Each non-employee director receives an
initial grant of Options for 10,000 shares of Common Stock and will receive
Options for 5,000 shares of Common Stock on January 1 of each year such person
is a director.
Exercise Price of Options
Options may not be granted with an exercise price per share that is
less than the fair market value of a share of Common Stock on the date of grant.
The options granted to non-employee directors will have an exercise price equal
to the fair market value of a share of Common Stock on the date of grant.
8
<PAGE>
Payment of Exercise Price
The exercise price of an Option may be paid in cash, by certified or
cashier's check, money order, personal check, the delivery of already owned
shares of Common Stock having a fair market value equal to the exercise price,
or by the use of the cashless exercise features of the 1995 Option Plan;
provided, however, that such person shall have owned such stock to be
surrendered for six months prior to tendering such stock for the exercise of an
Option.
Special Provisions for Incentive Options
The maximum aggregate fair market value of the shares of Common Stock
(determined when the Incentive Option is granted) with respect to which
Incentive Options are first exercisable by an employee in any calendar year
cannot exceed $100,000. In addition, no Incentive Option may be granted to an
employee owning directly or indirectly stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, unless the
exercise price is set at not less than 110% of the fair market value of the
shares subject to such Incentive Option on the date of the grant and such
Incentive Option expires not later than five years from the date of grant.
Awards of Nonqualified Options are not subject to these special limitations.
Nontransferability of Options
No Incentive Option granted under the 1995 Option Plan is assignable or
transferable, otherwise than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order. The Board of Directors may
grant Nonqualified Options that are transferable without consideration to
immediate family members; provided, however, that during the lifetime of an
optionee, his Option is exercisable only by him or his guardian or legal
representative.
Exercisability of Options
The Board of Directors, in its sole discretion, may set the vesting
period of Options granted under the 1995 Option Plan. The Board of Directors
also has the right, exercisable in its sole discretion, to accelerate the date
on which all or any portion of an Option may be exercised. The 1995 Option Plan
provides that, upon the occurrence of certain changes in control, mergers or
sales of substantially all of the assets of the Company, each Option shall
immediately become exercisable in full.
Expiration of Options
The expiration date of an Option will be determined by the Board of
Directors at the time of the grant, but in no event will an Option be
exercisable after the expiration of 10 years from the date of grant of the
Option.
If an optionee's employment is terminated for cause, all rights of such
optionee under the 1995 Option Plan shall cease and the Options granted to such
optionee shall immediately terminate for all purposes. The 1995 Option Plan
further provides that in most instances an Option may be exercised by the
optionee only within 30 days after the termination of an optionee's employment
with the Company (for any reason other than termination for cause, mental or
physical disability or death), if and to the extent such Option was exercisable
on the date of such termination. If the optionee is a director and is not
otherwise employed by the Company, his Option may be exercised only within 30
days of the date he ceases to be a director. The termination provisions of
Options granted to optionees who are independent contractors shall
9
<PAGE>
be determined at the discretion of the Board of Directors. Generally, if an
optionee's termination of employment is due to mental or physical disability,
the optionee will have the right to exercise the Option (to the extent otherwise
exercisable on the date of termination) for a period of one year from the date
on which the optionee suffers the mental or physical disability. If an optionee
dies while employed by the Company, the Option may be exercised (to the extent
otherwise exercisable on the date of death) within one year of the date of the
optionee's death by the optionee's legal representative or heirs.
Expiration of the 1995 Option Plan
The 1995 Option Plan will expire on July 1, 2005, and any Option
outstanding on such date will remain outstanding until it has either expired or
has been fully exercised.
Adjustments
The 1995 Option Plan provides for adjustments to the number of shares
for which Options may be granted, to the number of shares subject to outstanding
Options and to the exercise price of such outstanding Options in the event of a
declaration of a stock dividend or any recapitalization resulting in a stock
split, combination or exchange of shares of Common Stock.
Certain Corporate Transaction
In the event of certain transactions involving the Company, all
outstanding Options, including Options that have not vested, become immediately
exercisable subject to certain limitations. Such transactions include: (i) any
transaction (including a series of transactions occurring within 60 days or
occurring pursuant to a plan) resulting in the shareholders of the Company
immediately before such transaction ceasing to own at least 51% of (x) the
voting stock of the Company or (y) any entity that results from the
participation of the Company in a reorganization, liquidation or any other form
of corporate transaction; (ii) a merger, consolidation, reorganization,
liquidation or dissolution in which the Company does not survive; or (iii) a
sale, lease, exchange or other disposition of all or substantially all the
property and assets of the Company. Subject to certain restrictions, if so
provided in an option agreement granting an Option pursuant to the 1995 Option
Plan, the Board of Directors in its sole discretion may give a written
cancellation notice, effective upon the date of the consummation of any of the
transactions described above, and cancel all or any portion of such Option that
remains unexercised on such date.
Amendments
The Board may amend, suspend or terminate the 1995 Option Plan subject
to shareholder approval in certain instances. The Board of Directors may amend
any Option, provided that such action may not, without the consent of the
optionee, impair the rights of an optionee under an outstanding Option. The
Board of Directors may not amend the 1995 Option Plan without shareholder
approval to increase the number of shares of Common Stock reserved for issuance,
to change the class of employees eligible to participate in the 1995 Option
Plan, to permit the granting of Options with more than a 10-year term or to
extend the termination date of the Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
AMENDMENT TO THE 1995 OPTION PLAN.
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PROPOSAL THREE
RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for KPMG
Peat Marwick to be its auditors for the fiscal year ending June 30, 1997,
subject to the ratification of the appointment by the Company's shareholders. A
representative of KPMG Peat Marwick is expected to attend the Annual Meeting to
respond to appropriate questions and will have an opportunity to make a
statement if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF KPMG PEAT MARWICK.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 1997
Annual Meeting must be submitted by July 8, 1997 to receive consideration for
inclusion in the Company's 1997 proxy materials.
OTHER MATTERS
The Company currently knows of no other business that will be presented
for consideration at the 1996 Annual Meeting. Nevertheless, the enclosed proxy
confers discretionary authority to vote with respect to those matters described
in Rule 14a-4(c) under the Exchange Act, including matters that the Board of
Directors does not know, a reasonable time before proxy solicitation, are to be
presented at the meeting. If any such matters are presented at the meeting, then
the proxy agents named in the enclosed proxy card will vote in accordance with
their judgment.
EVERY PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY (WITHOUT EXHIBITS) OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 1996, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT CHARGE, BY SENDING A
WRITTEN REQUEST TO THE SECRETARY AT THE COMPANY'S CORPORATE OFFICES.
By order of the Board of Directors,
JOYCE FALSETTI
Secretary
11
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REVOCABLE PROXY
ROMTECH, INC.
Annual Meeting of Shareholders
December 18, 1996
The undersigned hereby appoints Joseph A. Falsetti and Gerald W. Klein,
with full powers of substitution, to act as attorneys and proxies for the
undersigned to vote all shares of capital stock of RomTech, Inc. ("the Company")
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
(the "Meeting") to be held at the Company's office located at 2000 Cabot
Boulevard, Suite 110, Langhorne, PA on December 18, 1996 at 2:00 p.m. and at any
and all adjournments and postponements thereof.
I. The election as directors of all nominees listed below
(except as marked to the contrary)
|__| FOR |__| VOTE WITHHELD
INSTRUCTION: To withhold your vote for any individual nominee,
strike a line in that nominee's name below.
JOSEPH A. FALSETTI GERALD W. KLEIN LANCE WOELTJEN
THOMAS D. PARENTE JOHN PAUL KIRWIN III
II. The approval of the amendment to the 1995 Stock Option Plan.
|__| FOR |__| AGAINST |__| ABSTAIN
III. The ratification of the appointment of KPMG Peat Marwick as auditors
for the Company.
|__| FOR |__| AGAINST |__| ABSTAIN
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS AND THE NOMINEE
LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL
BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
The Board of Directors recommends a vote "FOR" each of the proposals
and the election of the nominee listed above.
(Continued and to be SIGNED on Reverse Side)
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or
at any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the shareholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Shareholders.
Date: , 1996
(Please date this Proxy)
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature of Shareholder
Please sign exactly as your name(s)
appear(s) to the left. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
full title. If shares are held
jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
