SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
TECH-SYM 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) or Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
____________________________________________________________________
(2) Aggregate number of securities to which transactions 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):
____________________________________________________________________
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____________________________________________________________________
(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.
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<PAGE>
TECH-SYM CORPORATION
10500 WESTOFFICE DRIVE
HOUSTON, TEXAS 77042-5391
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1995
To the Stockholders
of Tech-Sym Corporation:
The Annual Meeting of Stockholders of Tech-Sym Corporation will be held in
the Magnolia Room of The Houstonian Hotel & Conference Center at 111 North Post
Oak Lane, Houston, Texas, on Tuesday, April 25, 1995, at 10:00 A.M., Houston
Time, to vote on the following proposals:
Proposal 1: The election of nine directors.
Proposal 2: The ratification of the appointment of Price Waterhouse LLP
as independent accountants for the year 1995.
And to vote on all other matters incident to the conduct of the meeting or any
adjournment(s) thereof.
Stockholders of record at the close of business on March 13, 1995, are
entitled to notice of and to vote at the meeting.
All stockholders are cordially invited and urged to attend the meeting. EVEN
IF YOU EXPECT TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN, DATE AND RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED ADDRESSED ENVELOPE. If you should attend,
you may vote in person, if you wish, whether or not you have sent in your proxy.
By Order of the Board of Directors.
J. RANKIN TIPPINS
GENERAL COUNSEL AND SECRETARY
March 24, 1995
<PAGE>
TECH-SYM CORPORATION
PROXY STATEMENT
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Tech-Sym Corporation (the
"Company") for use at the annual meeting of stockholders of the Company to be
held in the Magnolia Room of The Houstonian Hotel & Conference Center at 111
North Post Oak Lane, Houston, Texas, on Tuesday, April 25, 1995, at 10:00 A.M.,
Houston Time, and at any adjournment(s) thereof pursuant to and for the purposes
set forth in the accompanying Notice of Meeting.
The cost of solicitation of these proxies will be borne by the Company,
including the reasonable costs incurred by custodians, nominees, fiduciaries,
and other agents in forwarding the proxy material to their principals. The
Company has engaged Georgeson & Company, Inc., a firm of professional proxy
solicitors, to solicit proxies and will pay such firm a fee of approximately
$6,000, plus expenses for so acting. In addition to such solicitation and the
solicitation made hereby, certain directors, officers, and regular employees of
the Company may solicit proxies by telegraph, telephone, and personal interview.
A proxy will be voted in accordance with the stockholder's instruction or,
if no instruction is indicated, it will be voted in favor of the proposals set
forth in the notice attached hereto. Any stockholder may revoke his or her proxy
at any time prior to its use by a later dated proxy. The proxy also may be
revoked if the stockholder is present at the meeting and elects to vote in
person. It is anticipated that the proxy materials will be first mailed or given
to stockholders on or about March 24, 1995.
SUBMISSION OF STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy statement
relating to the 1996 annual meeting of stockholders, stockholder proposals must
be received at the Company's principal executive office no later than November
27, 1995, and must otherwise comply with the requirements of Rule 14a-8 under
the Securities Act of 1934, as amended.
VOTING SECURITIES
At the close of business on March 13, 1995, the record date for
determination of stockholders entitled to notice of and to vote at the meeting,
there were outstanding 5,756,628 shares of Common Stock (exclusive of 1,307,592
treasury shares), each share being entitled to one vote upon each of the matters
to be voted on at the meeting. There are no other voting securities outstanding.
The holders of a majority of the shares entitled to vote, present in person
or by proxy, shall constitute a quorum at all meetings of stockholders. For
purposes of determining the presence of a quorum, shares entitled to vote
include shares as to which there is an abstention from voting on some or all
matters submitted for voting and include shares as to which a broker will vote
on at least one matter pursuant to discretionary authority of such broker to
vote on such matter pursuant to applicable stock exchange rules. In the absence
of a quorum (2,878,315 shares) at the meeting, either in person or by proxy, the
meeting may be adjourned from time to time without notice other than
announcement at the meeting until a quorum shall be formed.
In conformity with the corporate law of Nevada (the state of the Company's
organization) and the Company's articles of incorporation and bylaws, at any
meeting of stockholders at which a quorum is present, a majority of the shares
entitled to vote, present in person or represented by
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proxy, shall decide any matter submitted to such meeting for vote, unless the
matter is one upon which by law or by express provision of the articles of
incorporation or bylaws the vote of a greater number is required, in which case
the vote of such greater number shall govern and control the decision of such
matter. None of the proposals set forth in this proxy statement require a
greater vote than a majority of shares. For purposes of determining whether a
majority has been obtained with respect to a particular matter, shares as to
which there is an abstention from voting and shares as to which a broker does
not have authority to vote on such matter will not be treated as present and
entitled to vote with respect to such matter.
The following table sets forth as of January 31, 1995, the beneficial
ownership of the Company's Common Stock with respect to each person known by the
Company to be the beneficial owner of more than five percent of the Company's
currently outstanding shares of Common Stock.
<PAGE>
NAME AND BUSINESS ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
--------------------------------------- -------------------- --------
Neuberger & Berman..................... 631,000(a) 10.96%
605 Third Avenue
New York, New York 10158-3698
Lazard Freres & Co. ("Lazard Freres").. 357,000(b) 6.20%
One Rockefeller Plaza
New York, New York 10020
Heine Securities Corporation ("HSC")
and Michael F. Price................. 322,500(c) 5.60%
51 J.F.K. Parkway
Short Hills, New Jersey 07078
Dimensional Fund Advisors Inc.
("Dimensional")...................... 312,600(d) 5.43%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Dawson-Samberg Capital Management,
Inc. ("Dawson-Samberg"), Pequot
General Partners ("Pequot"), and
DS International Partners, L.P.
("DS International")................. 301,900(e) 5.24%
354 Pequot Avenue
Southport, Connecticut 06490
Merrill Lynch Trust Company of Texas
as Trustee of the Tech-Sym
Retirement Plan (the "Trustee")...... 368,861(f) 6.41%
Suite 1150
2121 San Jacinto Street
Dallas, Texas 75201
---------
(a) According to an amended Schedule 13G dated February 10, 1995, and filed
with the Securities and Exchange Commission by Neuberger & Berman,
Neuberger & Berman had sole voting power with respect to 65,200 of such
shares and shared dispositive power with respect to all such shares.
(b) According to a Schedule 13G dated February 14, 1995, and filed with the
Securities and Exchange Commission by Lazard Freres, Lazard Freres had
sole voting power and shared dispositive power with respect to all such
shares.
(c) According to a Schedule 13G dated February 8, 1995, and filed with the
Securities and Exchange Commission by HSC and its President, Michael F.
Price, HSC and Michael F. Price had sole voting power and sole
dispositive power with respect to all such shares.
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(d) According to a Schedule 13G dated January 31, 1995, and filed with the
Securities and Exchange Commission by Dimensional, Dimensional had sole
voting power with respect to 221,800 of such shares and sole dispositive
power with respect to all such shares. Persons who are officers of
Dimensional also serve as officers of DFA Investment Dimensions Group
Inc., (the "Fund") and the DFA Investment Trust Company (the "Trust"). In
their capacities as officers of the Fund and the Trust, these persons vote
67,300 additional shares which are owned by the Fund and 23,500 shares
which are owned by the Trust.
(e) According to a Schedule 13D dated December 14, 1994, and filed with the
Securities and Exchange Commission by Dawson-Samberg, Pequot, and DS
International (collectively, the "Dawson-Samberg Group"), the
Dawson-Samberg Group had sole voting power and sole dispositive power
with respect to all such shares.
(f) According to a financial statement as of January 31, 1995, provided by
the Trustee. The shares are held for the benefit of employees and
former employees of the Company who participate in the Company's
Retirement Plan. Each participant may direct the Trustee regarding the
voting of such shares allocated to the participant's account. The total
number of shares does not include those shares allocated to the
accounts of the executive officers which are included in the table of
beneficial ownership by officers and directors below.
The following table sets forth as of January 31, 1995, the beneficial
ownership of the Company's Common Stock with respect to each director and
nominee for director, each of the executive officers named in the Summary
Compensation Table below, and all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
------------------------------------------------------
SOLE VOTING OPTIONS
AND EXERCISABLE OTHER
NAME OF INDIVIDUAL INVESTMENT WITHIN BENEFICIAL PERCENT
OR GROUP POWER 60 DAYS OWNERSHIP<F1> OF CLASS
------------------------------------- ----------- ----------- ------------ --------
<S> <C> <C> <C> <C>
W. L. Creech......................... 1,000 3,000 -- *
A. A. Gallotta, Jr................... -- 18,000 -- *
Wendell W. Gamel..................... 71,953<F2> 25,000 5,375 1.77%
Christopher C. Kraft, Jr............. 500 19,000 -- *
Richard F. Miles..................... -- 6,000 685 *
Robert E. Moore...................... 18,500 12,000 -- *
Coy J. Scribner...................... -- 22,000 4,685 *
Rollin J. Sloan...................... -- 13,000 -- *
Joal A. Teresko...................... 1,900 22,000 -- *
Ray F. Thompson...................... 14,050 18,000 4,566 *
J. Rankin Tippins.................... 4,044 10,500 2,033 *
Charles K. Watt...................... -- 13,000 -- *
All directors and executive
officers as a group
(14 persons)....................... 118,697 198,900 20,811 5.68%
---------
<FN>
* Less than one percent (1%)
<F1>Represents shares allocated to the employee through his participation in
the Tech-Sym Retirement Plan.
<F2>Includes 5,000 shares held in trust for Mr. Gamel's children in which he
disclaims beneficial ownership.
</FN>
</TABLE>
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ELECTION OF DIRECTORS
PROPOSAL 1: THE BOARD OF DIRECTORS BY A UNANIMOUS VOTE NOMINATED AND URGES
YOU TO VOTE FOR THE NINE NOMINEES LISTED BELOW. PROXIES SOLICITED HEREBY WILL BE
SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES. THE AFFIRMATIVE
VOTE OF THE HOLDERS OF A MAJORITY OF THE COMMON STOCK PRESENT IN PERSON OR BY
PROXY AT THE MEETING AND ENTITLED TO VOTE IS REQUIRED FOR APPROVAL OF THIS
PROPOSAL.
The Board recommends the election of the nominees listed below as directors
to hold office until the next annual meeting of stockholders and until their
successors are elected and qualified. Each of such nominees is presently a
member of the Board. If at the time of the 1995 annual meeting of stockholders,
any of such nominees should be unable to serve or is unwilling to serve, the
discretionary authority provided in the Proxy will be used to vote for a
substitute or substitutes designated by the Board of Directors. The Board of
Directors has no reason to believe that any substitute nominee or nominees will
be required.
The Articles of Incorporation provide that the affairs of the Company shall
be conducted by a Board of Directors of not less than three nor more than twenty
members and empower the Board to increase or decrease its size within such
limits. The Board in its discretion and in accordance with such authority has
fixed its size at nine members. No proxy will be voted for a greater number of
persons than the number of nominees named herein. If deemed desirable in the
best interests of the Company, the Board of Directors (pursuant to authority
contained in the Articles of Incorporation) may, subsequent to the annual
meeting of stockholders, increase its size and elect one or more additional
qualified persons to fill the vacancies which then exist pending the next annual
meeting of stockholders.
The nominees, and certain information with respect to each of them, are as
follows:
[Photo of W. L. CREECH Age 67
nominee] Director since 1989 Audit Committee Member
Since his retirement from the United States Air Force as a Four Star General in
1984, General Creech has been an independent business consultant. During his
military career spanning more than 37 years, General Creech held a succession of
important posts, including as his last assignment Commander of the Tactical Air
Command USAF. General Creech also serves as a director of Comarco, Inc., and
ESEA Corporation.
[Photo of A. A. GALLOTTA, JR. Age 62
nominee] Director since 1986 Audit Committee Member
Admiral Gallotta has been President of AAG Associates, Inc., a consulting firm
for electronic companies, since 1985, the year that he retired from the United
States Navy as a Rear Admiral. From 1988 to January 1990, he served as President
and Director of SWL, Inc., a technical support contractor to the United States
Department of Defense and a subsidiary of Flow General Corporation. Admiral
Gallotta dedicated 23 years of his naval career to electronic warfare related
activities and was Vice Commander, Naval Electronics System Command, at the time
of his retirement.
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[Photo of WENDELL W. GAMEL
nominee] Director since 1966 Age 65
Mr. Gamel was first elected President of the Company in 1975. In 1980, he was
elected Chairman of the Board and has continuously served in both capacities
ever since.
[Photo of CHRISTOPHER C. KRAFT, JR. Age 71
nominee] Director since 1983 Compensation Committee Member
Dr. Kraft has been a consultant to the aerospace industry since his retirement
as Director of the NASA Johnson Space Center in 1982. He was Flight Director for
all of the Mercury missions and many of the Gemini missions. He also serves as a
director of LifeCell Corporation.
[Photo of ROBERT E. MOORE Age 69
nominee] Director since 1966
Mr. Moore retired as Vice President, Secretary and General Counsel of the
Company on December 31, 1990, after serving in such positions for more than
nineteen years. Effective January 1, 1991, he became a consultant to the
Company.
[Photo of COY J. SCRIBNER Age 63
nominee] Director since 1983
From 1972, continuing to the present, Mr. Scribner has been President of Metric
Systems Corporation, a subsidiary of the Company engaged in the business of
designing and manufacturing electronic systems primarily used in defense. He was
elected as a Vice President of the Company in 1985 and also serves as Chairman
of Enterprise Electronics Corporation, a subsidiary of the Company engaged in
the business of designing and manufacturing weather radars.
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[Photo of ROLLIN J. SLOAN Age 74
nominee] Director since 1983 Compensation Committee Chairman
Mr. Sloan retired as President of TRAK Microwave Corporation ("TRAK") on
December 31, 1987, an office that he held since 1969. Effective January 1, 1988,
he became a consultant to TRAK and was elected Chairman of its Board of
Directors. TRAK, a subsidiary of the Company, is engaged in the design and
manufacture of microwave components.
[Photo of JOAL A. TERESKO Age 57
nominee] Director since 1977 Audit Committee Chairman
Mr. Teresko has been an independent business consultant and Managing Director of
Laurel Hill Investments for more than the past five years. He previously served
as Vice President of Kennecott Development Company, a unit of Kennecott Copper
Corporation, and Director of Corporate Develop- ment for Chemetron Corporation.
[Photo of CHARLES K. WATT Age 57
nominee] Director since 1987 Compensation Committee Member
Since 1988, Dr. Watt has served as Chairman of Scientific Research Corporation,
a company involved in advanced technology products and services in which both
the Company and Dr. Watt have equity interests. Since April 1990, Professor Watt
has been a faculty member and Executive Assistant to the President at Clemson
University. Prior to this appointment, he served as a laboratory director and
faculty member at the Georgia Institute of Technology and as Director of Defense
Test and Evaluation in the Office of the Secretary of Defense.
The Board has standing audit and compensation committees (the "Audit
Committee" and the "Compensation Committee", respectively) that are composed of
directors of the Company. The Board does not have a standing nominating
committee, but considers and selects as a whole directors to fill Board
vacancies that arise between annual meetings of stockholders as well as
nominates candidates for election at such meetings. The Audit Committee's
functions include making recommendations concerning the engagement of
independent accountants, reviewing with the independent accountants the plan and
results of the auditing engagement, approving professional services provided by
the independent accountants, reviewing the independence of the independent
accountants and reviewing the adequacy of the Company's internal accounting
controls. The Compensation Committee makes recommendations to the Board as to
compensation to be paid to (i) the officers of the Company, (ii) the chief
executive officers and general managers of subsidiaries and divisions, and (iii)
all employees of the Company and its subsidiaries, regardless of position, whose
compensation exceeds a certain amount. The Compensation Committee also reviews,
and makes recommendations to the Board with respect to, all incentive
compensation plans proposed for the Company and its subsidiaries. The
Compensation Committee administers the 1980 Stock Option Plan and the 1990
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Stock Option Plan of the Company and has sole authority to grant options and
stock appreciation rights under the 1990 Stock Option Plan. Options and stock
appreciation rights may no longer be granted under the 1980 Stock Option Plan.
During 1994, the Audit Committee had three meetings, the Compensation Committee
had three meetings, and the Board of Directors had six meetings. All members of
the Board of Directors attended 75% or more of the total number of meetings of
the Board and Board committees on which they served.
DIRECTORS' REMUNERATION
Members of the Board of Directors who are not employees of the Company are
paid a fee of $1,300 for attendance at each Board meeting and a fee of $100 for
attendance at each Board committee meeting except for committee chairmen who are
paid $250 for attendance at each Board committee meeting which they chair. Board
members who are employees of the Company receive a fee of $100 for attendance at
each Board meeting. Members of the Board who are not current or former employees
of the Company are also paid an Annual Director Fee of $20,000.
NONEMPLOYEE DIRECTORS RETIREMENT PLAN
Each director who is not a present or former officer or employee of the
Company covered by a Company retirement plan or agreement is automatically
covered by the Company's Nonemployee Directors Retirement Plan. Upon his
retirement on or after reaching age 65 or his termination due to disability, a
director will be entitled to receive from the Company an annual retirement
benefit equal to 65% of the Annual Director Fee in effect prior to his
retirement or disability. If a director leaves the Board prior to reaching age
65 for reasons other than disability, his retirement benefit will not begin
until he reaches age 65 and, if he has served less than ten years as a director,
his retirement benefit will be reduced by 10% for each such year.
The surviving spouse of a deceased director who was entitled to receive a
retirement benefit under this plan will receive an annual benefit from the
Company, beginning with the director's death, equal to 37 1/2% of the Annual
Director Fee, subject to a reduction of 10% for each year less than 10 served as
a director unless such director was a member of the Board on his date of death
or had been previously terminated due to a disability. The spouse's benefit will
continue for ten years or until the spouse's death, whichever occurs first.
In the event of a change in control of the Company, as defined in the plan,
the retirement benefits become 100% vested regardless of a director's length of
service and are payable in a lump sum.
The Company has contributed certain assets to a trust with a commercial bank
to provide for the payment of the benefits under the plan. The amounts held in
trust remain available to the claims of creditors of the Company in the event of
its bankruptcy or insolvency.
STOCK OPTION PLAN
The Company's 1990 Stock Option Plan provides for the automatic grant of
non-qualified stock options and stock appreciation rights (SARs) to nonemployee
directors of the Company. An individual who becomes a nonemployee director shall
be automatically granted options and SARs with respect to 10,000 shares of
Common Stock as of the date such person first becomes a member of the Board of
Directors. Each nonemployee director shall be automatically granted options and
SARs with respect to an additional 1,000 shares of Common Stock effective as of
the date of each regular annual meeting at which such person is reelected or
continues to serve as a director. The exercise price of such options and SARs
may not be less than 100% of the fair market value per share of the Common Stock
on the date of grant. The stock options and SARs are exercisable on and after
the first
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anniversary of the date of grant and have a term of ten years unless earlier
terminated in the event a nonemployee director ceases to be a member of the
Board for any reason except death, permanent disability, or retirement. The 1990
Stock Option Plan provides that, upon a change in control of the Company, all
outstanding stock options and SARs would be immediately exercisable (with
certain exceptions).
CONSULTING AND EMPLOYMENT AGREEMENTS
Under a consulting agreement with the Company's subsidiary, TRAK, effective
January 1, 1988, and terminating December 31, 1998, Mr. Rollin J. Sloan, a
director, who retired as President of TRAK on December 31, 1987, is performing
advisory and consulting services to TRAK and is being compensated therefor in
the annual amount of $70,000. For the year ended December 31, 1994, the Company
paid Mr. Sloan $70,000 under the agreement.
The Company has a consulting agreement with Mr. Robert E. Moore, formerly an
officer and currently a director of the Company, under which Mr. Moore provides
advisory and consulting services to the Company for annual compensation of
$9,263. Such agreement was effective on January 1, 1991, and is scheduled to
terminate on December 31, 2000. For the year ended December 31, 1994, Mr. Moore
was paid $9,263 under this agreement. For such year, Mr. Moore was also paid
$69,225 pursuant to a deferred compensation agreement with the Company. Such
agreement provides for the payment of such amount annually during the life of
Mr. Moore and also provides for the payment of a surviving spouse's benefit,
following his death, in an annual amount of $39,937.50 for the lesser of ten
years or the remainder of her life.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Sloan retired as President of TRAK, a wholly-owned subsidiary of the
Company, on December 31, 1987, an office that he had held since 1969. Effective
January 1, 1988, he became a consultant to TRAK under a contract terminating on
December 31, 1998, and was elected Chairman of its Board of Directors.
Since September 12, 1988, Dr. Watt has served as Chairman of Scientific
Research Corporation ("SRC") in which both the Company and Dr. Watt have
equity interests. Mr. Gamel serves on the SRC Board of Directors which
determines the compensation for Dr. Watt.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and, if any, persons who own more than ten
percent of the Company's Common Stock to file with the Securities and Exchange
Commission and the New York Stock Exchange reports relating to ownership and
changes in ownership of such Common Stock. Copies of these reports must also be
furnished to the Company. Based on a review of these reports and on written
representations from the reporting persons that no other reports were required,
the Company believes that all applicable Section 16(a) reporting requirements
were fulfilled.
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COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has a Compensation Committee comprised of three
nonemployee directors which reviews and recommends to the Board the payment of
(i) compensation to any employee of the Company or its subsidiaries with an
annual salary of $100,000 or more, and (ii) compensation, regardless of amount,
to any division or subsidiary general manager or chief executive officer. In
addition, the Committee reviews and recommends to the Board all incentive
compensation plans including, without limitation, bonus plans, stock option
plans, stock purchase plans, and key employee compensation agreements. The Board
has final approval concerning the Committee's recommendations.
The Compensation Committee also administers the Company's 1980 and 1990
Stock Option Plans and grants stock options and attendant stock appreciation
rights to officers and key employees under the 1990 Stock Option Plan. The Board
does not have any approval or disapproval authority concerning the stock options
granted by the Committee.
The executive compensation policies and practices are designed to provide
competitive levels of compensation that integrate pay with the Company's annual
and long-term performance goals. Compensation of the executive officers of the
Company is primarily comprised of salary, incentive bonus, and stock options. In
addition, all of the executive officers participate in the Company's Section
401(k) Retirement Plan and have entered into Termination Agreements with the
Company. The named executive officers are also parties to Executive Retirement
Agreements with the Company.
SALARY
The base salaries of the executive officers are established at a level
deemed appropriate to attract and retain qualified executives. In establishing
its recommendations, the Compensation Committee considers the recommendations of
management, the amount of responsibilities of the executive officers, the
salaries of others similarly situated both within and outside of the Company,
the recent performance in the executive's area of responsibility, the relative
performance of other companies in similar businesses, and any changes in the
cost-of-living. The salaries of the executive officers are usually reviewed
annually and the performance of the prior year is evaluated. As a result,
individual performances in 1993 were considered in establishing salaries during
1994.
INCENTIVE BONUS PLANS
The Company and its subsidiaries have incentive bonus plans which provide
for incentive compensation for their officers and key employees. Under the
Company's plan, the aggregate bonus pool from which such awards can be made in
any year cannot exceed 2% of the Company's consolidated earnings before federal
and state income taxes. The apportionment of that part of the Company's bonus
pool paid to the executive officers is determined by the Board of Directors,
pursuant to recommendations of the Compensation Committee, according to levels
of responsibilities and individual performance. No bonus is payable if the
Company fails to earn a profit.
Under the incentive bonus plan for the Company's subsidiaries, directors,
officers, and key employees of each of the subsidiaries are eligible to share in
a bonus pool, calculated separately for each subsidiary, amounting to not less
than 8% and not more than 15% of such subsidiary's annual earnings before state
and federal income taxes. Bonus amounts earned in excess of 8% pre-tax earnings
depend upon the degree by which each subsidiary exceeds certain performance
criteria, such as sales, net profit, and return on investment. The apportionment
of the total amount of the bonus and the recipients thereof are determined by
the senior management of the Company and the respective subsidiary according to
levels of responsibility and individual performance except that
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approval of the Board of Directors of the Company, pursuant to recommendations
of the Compensation Committee, is required for an award to (i) any recipient
whose annual salary is equal to or greater than $100,000 and (ii) any division
or subsidiary general manager or chief executive officer, regardless of the
amount of compensation. Executive officers of the Company may also receive
bonuses from the subsidiary bonus pools in their capacities as directors or
officers of the subsidiaries. No bonus is payable if the subsidiary fails to
earn a profit.
The amount of the bonus pool of the Company and of each subsidiary is
subject to reduction by the amount of (i) any bonuses such as year-end holiday
bonuses paid to employees for such year, (ii) the contributions which each such
company would be required to make to the retirement plan, if any, on the total
bonus pool amount for the accounts of its bonus recipients, and (iii) certain
marketing incentives paid to employees for such year.
STOCK OPTION PLAN
The Company's Stock Option Plan is designed to align the long-term interests
of key employees with stockholder interests. The total number of shares
available for grants under the Plan is limited to the amount approved by the
stockholders. The exercise price of such options may not be less than 100% of
the fair market value per share of the Common Stock on the date of the grant.
The employees awarded stock options benefit only when the market price of the
Company's stock increases to the benefit of all stockholders. The Committee does
not routinely or automatically grant stock options to key employees. It has been
the practice to grant stock options to executive officers every three to five
years. The number of options granted to any individual is dependent on the
individual's level of responsibility and ability to influence the performance of
the Company and its subsidiaries. No stock options were granted to the named
executive officers in 1994.
CEO COMPENSATION
As with the other executive officers, the compensation of Mr. Gamel consists
primarily of salary, incentive bonus, and stock options. Mr. Gamel's salary is
reviewed on an annual basis by the Compensation Committee and the Board of
Directors at the time of the annual election of officers at the Directors'
meeting held in conjunction with the annual stockholders' meeting held in April
of each year. The incentive bonus is determined after the end of each year when
financial results are available. Stock option grants are not automatic nor
awarded on a regular basis.
The Committee determined that a 5.7% salary increase for Mr. Gamel,
effective May of 1994, was appropriate in light of a 3% cost-of-living increase
and the Company's 59% increase in net income during the prior year. The Board of
Directors approved the recommendation of the Committee.
A major portion of Mr. Gamel's compensation consists of an annual incentive
bonus under the Incentive Bonus Plans described above and, as such, fluctuates
with the financial performance of the Company. Although the Company as a whole
had record high earnings in 1994, the Committee recommended, and the Board
approved, a lesser bonus to Mr. Gamel for 1994 compared to 1993 due to lower
performance at certain subsidiaries.
The foregoing report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such acts.
The foregoing report is given by the following members of the Compensation
Committee.
Rollin J. Sloan Christopher C. Kraft, Jr. Charles K. Watt
-10-
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows certain compensation information for
the Chief Executive Officer and the four other most highly compensated executive
officers in 1994 (as the term "executive officer" is defined for proxy purposes
by the Securities and Exchange Commission) for services rendered in all
capacities during the fiscal years ended December 31, 1994, 1993, and 1992. The
dollar value of other annual compensation not properly categorized as salary or
bonus, such as perquisites and other personal benefits, did not exceed the
lesser of $50,000 or 10% of the total of annual salary and bonus for any of the
named executive officers in any of the years listed.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
---------------------- UNDERLYING ALL OTHER
NAME AND SALARY BONUS OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)<F1> (#)<F2> ($)<F3>
----- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
W. W. Gamel.......................... 1994 308,333 186,000 -0- 8,070
Chairman of the Board, President, 1993 291,333 192,142 30,000 12,549
and Chief Executive Officer 1992 273,333 95,000 -0- 12,529
C. J. Scribner....................... 1994 250,773 102,107 -0- 9,496
President of Metric Systems 1993 238,976 119,932 25,000 12,520
Corporation 1992 238,685 116,800 -0- 12,215
R. F. Thompson....................... 1994 154,667 126,000 -0- 7,402
Vice President, Treasurer, and 1993 146,000 134,000 20,000 11,075
Chief Financial Officer 1992 136,667 79,108 -0- 11,270
R. F. Miles.......................... 1994 166,000 98,500 -0- 5,678
President of Syntron, Inc. 1993 151,700 145,650 15,000 5,871
1992 143,000 13,646 -0- 5,622
J. R. Tippins........................ 1994 119,400 104,265 -0- 7,087
General Counsel and Secretary 1993 112,667 104,594 15,000 7,961
1992 105,333 56,346 -0- 8,309
---------
<FN>
<F1>Incentive bonus amounts were earned during the years indicated, but paid
in the first quarter of the following year.
<F2>Includes stock appreciation rights (SARs) awarded in tandem with each
stock option.
<F3>Each of the amounts in this column are matching contributions by the
Company to the executive officer's account in the Company's Retirement
(401(k)) Plan. The amounts for Messrs. Gamel and Scribner each include
$600 each year for attending Board meetings.
</FN>
</TABLE>
-11-
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table summarizes for each of the named executive officers the
number of stock options and stock appreciation rights (SARs), if any, exercised
during the year ended December 31, 1994, the aggregate dollar value realized
upon exercise, the total number of unexercised options and SARs, if any, held at
December 31, 1994, and the aggregate dollar value of in-the-money, unexercised
options and SARs, if any, held at December 31, 1994. Value realized upon
exercise is the difference between the fair market value of the underlying stock
on the exercise date and the exercise or base price of the option or SAR. Value
of the unexercised, in-the-money options or SARs at fiscal year-end is the
difference between its exercise or base price and the fair market value of the
underlying stock on December 31, 1994, which was $23.50 per share. THESE VALUES,
UNLIKE THE AMOUNTS SET FORTH IN THE COLUMN HEADED "VALUE REALIZED," HAVE NOT
BEEN, AND MAY NEVER BE REALIZED. THE UNDERLYING OPTIONS OR SARS HAVE NOT BEEN,
AND MAY NOT BE, EXERCISED; AND ACTUAL GAINS, IF ANY, ON EXERCISE WILL DEPEND ON
THE VALUE OF TECH-SYM COMMON STOCK ON THE DATE OF EXERCISE. THERE CAN BE NO
ASSURANCE THAT THESE VALUES WILL BE REALIZED. Unexercisable options are those
which have not yet vested under the vesting schedule in the Company's 1990 Stock
Option Plan.
AGGREGATED OPTION/SAR EXERCISES
IN 1994 AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END(#)<F1> AT FY-END($)<F2>
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. W. Gamel.......................... -0- -0- 25,000 18,000 248,125 139,500
C. J. Scribner....................... -0- -0- 22,000 15,000 223,750 116,250
R. F. Thompson....................... -0- -0- 18,000 12,000 183,875 93,000
R. F. Miles.......................... -0- -0- 6,000 9,000 46,500 69,750
J. R. Tippins........................ 800 4,900 10,500 9,000 106,313 69,750
---------
<FN>
<F1>Includes stock appreciation rights (SARs) awarded in tandem with each stock
option.
<F2>In-the-Money Options/SARs are those where the fair market value of the
underlying security exceeds the exercise or base price of the option or SAR.
</FN>
</TABLE>
EXECUTIVE RETIREMENT AGREEMENTS
The five named executive officers are each parties to retirement agreements
with the Company which provide for the payment to each such officer an annual
retirement benefit for the remainder of his life commencing at his retirement on
or after age 65 in an amount equal to 65% of such executive's highest rate of
base salary in effect at any time prior to his reaching age 61 ("Base Salary").
If such executive voluntarily terminates his employment prior to age 65, but on
or after age 62, he shall commence receiving his retirement benefit reduced by
1.39% for each full calendar month which his date of termination precedes his
65th birthday, unless such reduction is waived by the Board. The applicable Base
Salaries to date of Messrs. Gamel, Scribner, Thompson, Miles and Tippins are
$240,000, $231,000, $157,500, $183,000, and $121,600, respectively. The
agreements further provide for the payment of a surviving spouse's benefit equal
to 37 1/2% of the officer's Base Salary, which is payable annually upon his
death to his surviving spouse, if any, for the lesser of ten years or the
remainder of her life. The Company's obligation under each of the agreements to
pay the retirement benefits terminates if the officer voluntarily leaves the
employ of the Company prior to
-12-
reaching age 62 (other than due to death or total and permanent disability) or
is terminated for cause. The benefits remain payable in the event of either the
executive's termination of employment prior to age 62 because of his total and
permanent disability or his termination after reaching age 62, but in both
instances are subject to reduction for their early commencement unless such
reduction is waived by the Board. Under each of the agreements, the surviving
spouse's benefit is not payable if the officer voluntarily leaves the employ of
the Company prior to age 62 or is terminated for cause, but is payable if the
executive dies while still in the employ of the Company, or after his
termination of employment after reaching age 62 or after his termination due to
a disability. The agreements also provide the executive with continued
Company-provided health benefits after his retirement. The benefits under the
agreements are completely vested except for those contained in the agreement
with Mr. Miles which provides for 50% vesting after ten years of continuous
employment with an additional 10% each year thereafter until fully vested.
The Company has contributed certain assets to a trust with a commercial bank
to provide for the payment of the benefits under the retirement agreements. The
amounts held in trust remain available to the claims of creditors of the Company
in the event of its bankruptcy or insolvency.
TERMINATION AGREEMENTS
The Company has entered into Termination Agreements with certain key
employees, including the executive officers named in the Summary Compensation
Table, which provide that if the employee's employment is terminated during the
three-year period following a Change in Control of the Company, as defined in
the agreements, other than for cause or by the employee for other than "good
reason," the employee will continue to be paid his base salary, participate in
the Bonus Plan and receive certain other benefits for the remainder of such
three-year period, reduced by any amounts payable to the employee (i) pursuant
to a Retirement Agreement and (ii) from other employment.
STOCK OPTION PLANS
The Company's 1980 Stock Option Plan (the "1980 Option Plan"), which expired
on December 31, 1989, provided for the grant of stock options to purchase up to
450,000 shares of the Company's Common Stock and for the grant of stock
appreciation rights ("SARs") in tandem therewith to key employees of the Company
and its subsidiaries. Options granted pursuant to the 1980 Option Plan which
were outstanding on December 31, 1989, may be exercised at any time prior to
their respective expiration dates. The 1980 Option Plan provides that effective
upon a change in control of the Company, the stock options and SARs then
outstanding would become vested and exercisable.
The Company's 1990 Stock Option Plan, as amended (the "1990 Option Plan"),
provides for the grant of stock options to purchase shares of the Company's
Common Stock and for the grant of SARs in tandem therewith to (i) key employees
of the Company and its subsidiaries as determined by the Company's compensation
committee and (ii) the members of the Board of Directors of the Company who are
not employees of the Company. The maximum number of shares of Common Stock as to
which options or SARs may be granted under the 1990 Option Plan is 858,000
shares, subject to certain adjustments to prevent dilution. The exercise price
of such options and SARs may not be less than 100% of the fair market value per
share of the Common Stock on the date of grant. The 1990 Option Plan provides
that, upon a change in control of the Company, all outstanding stock options and
SARs would become immediately vested and exercisable (with certain exceptions).
-13-
SHARE INVESTMENT PERFORMANCE
The following graph reflects a comparison of the cumulative total return
(change in stock price plus reinvested dividends) of the Company's Common Stock
from December 31, 1989, through December 31, 1994, with the cumulative total
returns reflected in the Media General Financial Services Composite Market Value
Index (a broad market index which includes over 7,000 publicly held companies)
and the Media General Financial Services Industry Group 171 Index -- Electronic
Equipment Manufacturers (a market index reflecting performance of the Company's
peers and which includes the Company). The data presented assumes a hypothetical
investment of $100 in the Company's stock and in the underlying stocks of each
of the two indices as of January 1, 1990, and that all dividends were
reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[LINEAR GRAPH WITH COORDINATES INDICATED IN THE TABLE BELOW]
FISCAL YEAR ENDING
-------------------------------------------------
1989 1990 1991 1992 1993 1994
--------------------------- ---- ----- ------ ------ ------ ------
TECH-SYM CORPORATION....... 100 94.81 138.96 141.56 220.78 244.16
ELECTRONICS EQUIPMENT
MANUFACTURERS............. 100 97.26 121.17 160.54 231.31 256.74
COMPOSITE MARKET INDEX..... 100 92.98 120.02 124.83 143.29 142.10
ASSUMES $100 INVESTED ON JAN. 1, 1990
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DEC. 31, 1994
The foregoing price performance comparisons shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act or under the Exchange Act,
except to the extent that the Company specifically incorporates this graph by
reference, and shall not otherwise be deemed filed under such Acts.
There can be no assurance that the Company's share performance will continue
into the future with the same or similar trends depicted in the graph above. The
Company will not make or endorse any predictions as to future share performance.
-14-
RATIFICATION OF INDEPENDENT ACCOUNTANTS
PROPOSAL 2: THE BOARD OF DIRECTORS HAS UNANIMOUSLY SELECTED PRICE WATERHOUSE
LLP, AND URGES YOU TO VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF SUCH FIRM,
AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE YEAR 1995. PROXIES SOLICITED
HEREBY WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE COMMON STOCK PRESENT IN
PERSON OR BY PROXY AT THE MEETING AND ENTITLED TO VOTE IS REQUIRED FOR APPROVAL
OF THIS PROPOSAL.
By action of the Board of Directors, Price Waterhouse LLP has been selected
as independent accountants of the Company for the year ending December 31, 1995,
and the Board of Directors proposes the ratification of such selection. Price
Waterhouse LLP has audited the accounts of the Company since 1967. A
representative of such firm is expected to be present at the annual meeting of
stockholders with the opportunity to make a statement if he desires to do so and
will be available to answer appropriate questions.
OTHER MATTERS
The Board of Directors of the Company knows of no business to be presented
at the annual meeting other than that stated in the notice of such meeting. In
the event, however, that other matters properly come before the meeting or any
adjournment thereof, it is intended that the persons named in the accompanying
Proxy and acting thereunder will vote in accordance with their best judgment.
Regardless of the number of shares owned by you, it is important that they
be represented at the meeting, and you are respectfully requested to sign, date
and return the accompanying Proxy at your earliest convenience.
ANNUAL REPORT
The annual report to stockholders, including consolidated financial
statements for the years ended December 31, 1994 and 1993, has been mailed to
all stockholders.
FORM 10-K REPORT
UPON THE WRITTEN REQUEST OF EACH STOCKHOLDER SOLICITED HEREBY, ADDRESSED TO
THE COMPANY, ATTENTION: J. RANKIN TIPPINS, SECRETARY, 10500 WESTOFFICE DRIVE,
HOUSTON, TEXAS 77042, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR
ENDED DECEMBER 31, 1994.
By Order of the Board of Directors.
J. RANKIN TIPPINS
GENERAL COUNSEL AND SECRETARY
March 24, 1995
-15-
[FORM OF PROXY FRONT SIDE]
PROXY TECH-SYM CORPORATION PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) WENDELL W. GAMEL, ROBERT E. MOORE and J.
RANKIN TIPPINS, or any of them, lawful attorneys and proxies of the undersigned
to vote as Proxy at the Annual Stockholders' Meeting of Tech-Sym Corporation
(herein the "Company") to be held on April 25, 1995, and any adjournment(s)
thereof, according to the number of votes owned by the undersigned as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS NUMBERED 1 AND 2.
PROPOSAL 1. The Election of Directors:
[ ] FOR nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to vote for all nominees
to the contrary below) listed below
W. Creech, A. Gallotta, W. Gamel, C. Kraft, R. Moore,
C. Scribner, R. Sloan, J. Teresko, C. Watt
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME HERE:
______________________________________________________________________________
PROPOSAL 2: Ratification of the appointment of Price Waterhouse LLP as the
independent accountants of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued and to be signed on other side)
<PAGE>
[FORM OF PROXY BACK SIDE]
In accordance with their discretion, said Attorneys and Proxies are authorized
to vote upon such other matters or proposals not known at the time of
solicitation of this proxy which may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2. ANY PRIOR PROXY IS HEREBY REVOKED.
Dated: _____________________, 1995
__________________________________
Signature
__________________________________
(Signature if held jointly)
Please sign exactly as your name
appears at the left. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by president or
other authorized person. If a
partnership, please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE. THANK YOU.
