<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))
|___| Definitive Proxy Statement
|_X_| 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:
.......................................................................
<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:
.......................................................................
<PAGE>
LOGO
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.
(Philadelphia time) 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. (Philadelphia time) 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
- --------------------------------------------------------------------------
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
------
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.
(Philadelphia time), 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.
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.
1
<PAGE>
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 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.
2
<PAGE>
(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. ("Odyssey").
Mr. Kirwin is the President of the general partner of Odyssey. 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.
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
---------------------------- ----- ---------------------------------------------- ----------
<S> <C> <C> <C>
Nominees
Joseph A. Falsetti(1) ...... 40 Chairman of the Board, Chief Executive Officer and 1994
Director
Gerald W. Klein ............ 48 Vice President, Chief Financial Officer and Director 1994
Lance Woeltjen ............. 52 Chief Technological Officer, General Manager, 1996
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 Compensation Committee
(2) Member of Audit Committee
3
<PAGE>
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 Chief Financial
Officer of Cherokee Data Systems, Inc., a high technology start-up company.
Previous to that Mr. Woeltjen served as President and Chief Financial Officer
of Milburn Stirling, Inc., also a high technology start-up company. Mr.
Woeltjen has also served as Chief Financial Officer 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 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 five 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.
4
<PAGE>
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.
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 has also entered into a
three-year employment contract with Ms. S. Woeltjen providing for an annual
base salary of $57,600. Each
5
<PAGE>
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 connection with the
acquisition of VRLI, the Company assumed a $350,000 note to Heller First
Capital Corporation. This note bears interest at the prime rate plus 2.75%
and matures on March 25, 2003. This note is guaranteed by Lance Woeltjen,
Susan Woeltjen, Clint Woeltjen and the Small Business Administration.
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. In addition, the Board of Directors amended the 1995 Option
Plan to provide that the 1995 Option 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.
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
6
<PAGE>
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.
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.
7
<PAGE>
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 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 Transactions
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.
8
<PAGE>
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.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and
Exchange Commission reports about their beneficial ownership of the Company's
Common Stock. All such persons are required by the Commission to furnish the
Company with copies of all reports that they file.
Based solely upon a review of the copies of such reports furnished to the
Company and written representations that no other reports were required,
during the fiscal year ended June 30, 1996, the Company believes that none of
its officers, directors or ten percent stockholders failed to file on a
timely basis any Section 16(a) reports.
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
9
<PAGE>
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 nominees 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
