SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
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
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
TECHNICAL COMMUNICATIONS CORPORATION
(Name of Registrant as Specified In Its Charter)
M. Mahmud Awan
Philip A. Phalon
Robert B. Bregman
William C. Martindale, Jr
(Name of person(s) filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing party:
4) Date Filed:
<PAGE>
June ____, 1998
Dear Fellow Technical Communications Corporation Stockholder:
M. Mahmud Awan, Philip A. Phalon, Robert B. Bregman and William C.
Martindale, Jr., (the "Group"), stockholders of Technical Communications
Corporation who collectively own 17.2% of the outstanding Common Stock of the
Company, have formed a group for purposes of conducting a proxy context in order
to replace at least a majority of the Board of Directors of Technical
Communications Corporation.
We seek your support for our slate of two nominees for election to the
Board of Directors at the July 17, 1998 Annual Meeting. Depending upon the
resolution of a state court action currently pending in a Massachusetts court
(see the section entitled "Litigation" in the enclosed Proxy Statement for a
description of such litigation), the Group may propose three additional nominees
to serve on the Board of Directors of the Company.
PLEASE READ THE ENCLOSED PROXY STATEMENT AND
VOTE THE PROXY FOR THE ELECTION OF
THE GROUP'S NOMINEES FOR DIRECTORS
READ OUR PROXY STATEMENT AND
VOTE THE PROXY TODAY!
On behalf of the Group
Sincerely,
Philip A. Phalon
M. Mahmud Awan
<PAGE>
_______________________________________________________________________________
If you have any questions or desire assistance in voting your
shares, please call:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue, 9th Floor
New York, NY 10010
(212) 929-5500 (collect)
or
CALL TOLL-FREE (800) __________
<PAGE>
PROXY STATEMENT IN OPPOSITION TO THE BOARD OF DIRECTORS
OF TECHNICAL COMMUNICATIONS CORPORATION
Annual Meeting of Stockholders
July 17, 1998
This Proxy Statement is furnished to holders ("Stockholders") of the common
stock, par value $.10 per share (the "Common Stock"), of Technical
Communications Corporation ("TCC" or the "Company") in connection with the
solicitation of proxies by M. Mahmud Awan, Philip A. Phalon, Robert B. Bregman
and William C. Martindale, Jr. (the "Group") to be used at the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") and all adjournments thereof,
which is scheduled for July 17, 1998, to be held at a location to be specified
by TCC.
As of June 5, 1998, the Group beneficially owned 220,328 shares of Common
Stock, or 17.2% of the outstanding shares of Common Stock of the Company. This
Proxy Statement and the related proxy are first being mailed to Stockholders on
or about June ___, 1998. The principal executive offices of the Company are
located at 100 Domino Drive, Concord, Massachusetts 01742 and its phone number
is (978) 287-5100.
The Group is conducting this solicitation to elect a slate of two nominees
to serve as directors of the Company (the "Group Nominees") until their
successors are duly elected and qualified, in opposition to the nominees
proposed by the Company. The Group urges you to sign, date and return the
enclosed proxy card so that the Group may represent and vote your shares at the
Annual Meeting for the election of the two Group nominees as directors. In order
to provide a convenient means by which your shares can be voted for the Group
Nominees, and on any other matters presented at the Annual Meeting, the enclosed
proxy card authorizes representatives of the Group, with full powers of
substitution and resubstitution, to vote your shares at the Annual Meeting and
any adjournments thereof. If you have signed the proxy provided by the Company,
you may revoke it at any time by signing and dating the enclosed proxy, which
must be dated after the date that you signed the Company's proxy. You may revoke
your proxy at any time before it is exercised by filing with the Group, c/o
Mackenzie Partners Inc., 156 Fifth Avenue, 9th Floor, New York, New York, or
with the Clerk of the Company at its principal executive offices, a letter
revoking it or a duly executed proxy bearing a later date, or by appearing in
person and voting at the Annual Meeting. All proxies will be voted in accordance
with instructions thereon. ANY PROXY WHICH HAS BEEN EXECUTED BUT UPON WHICH NO
INSTRUCTION HAS BEEN INDICATED WILL BE VOTED "FOR" THE ELECTION OF THE GROUP
NOMINEES.
Only Stockholders of record on May 29, 1998 (the "Record Date") are
entitled to vote at the Annual Meeting. Based upon the list of Stockholders
certified by the transfer agent, the Company had _____________ outstanding
shares of Common Stock at the close of business on the Record Date. Each share
entitles the holder of record to one vote with respect to the election of two
directors to be elected at the Annual Meeting.
IMPORTANT
Carefully review this Proxy Statement and the enclosed materials. YOUR
PROXY IS IMPORTANT. IF YOU ARE UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON
YOUR PROXY IS THE ONLY MEANS AVAILABLE FOR YOU TO VOTE FOR ANY NOMINEE FOR
DIRECTOR. No matter how may or how few shares you own, please vote FOR the Group
Nominees by so indicating and by signing, dating and mailing the enclosed proxy
card promptly. If you already have signed the Company's proxy for its nominees,
you may still sign the Group's proxy. The proxy with the latest date will be
counted.
If you own shares of the Company but your stock certificate is held for you
by a brokerage firm, bank or other institution, it is very likely that the stock
certificate is actually in the name of such brokerage firm, bank or other
institution. If so, only they can execute a proxy card and vote yours shares of
Common Stock. The brokerage firm, bank, or other institution holding the shares
for you is required to forward proxy materials to you and solicit your
instructions with respect to the granting of proxies. The brokerage firm, bank,
or other institution holding the stock for you cannot vote you shares unless
they receive your specific instructions.
IF YOU HAVE ANY QUESTIONS OR DESIRE ASSISTANCE IN VOTING YOUR PROXY, PLEASE
CONTACT A MEMBER OF THE GROUP BY CALLING PHILIP A. PHALON AT(781) 249____OR
CALL:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue, 9th Floor
New York, NY 10010
CALL TOLL-FREE (800) _____________
or
(212) 929-5500 COLLECT
<PAGE>
INTEREST OF PARTICIPANTS IN ELECTION OF DIRECTORS
The members of the Group entered into an Agreement (the "Agreement") dated
as of April 3, 1998 whereby they agreed to file a joint Schedule 13D with
respect to the shares of Common Stock beneficially owned by each member of the
Group. The members of the Group agreed that, in the event that a member of the
Group desires to sell his shares of Common Stock, each other member of the Group
shall have a right of first refusal with respect to the purchase of such selling
member's shares of Common Stock. The Agreement was filed with the Securities and
Exchange Commission (the "Commission") as an exhibit to the Group's Schedule
13D, which was filed with the Commission on April 3, 1998.
GROUP NOMINEES
Certain information concerning each nominee for Director of the Company is
set forth below. Each of the Group Nominees has consented to serve as a director
if elected and intends to discharge his duties as a director in compliance with
all applicable legal requirements, including the general fiduciary obligations
imposed upon corporate directors. Except as described in this Proxy Statement,
there are no arrangements or understandings between any Group Nominee and any
other person pursuant to which he was selected as a nominee. The Group Nominees
will not bear any portion of the expenses of this proxy solicitation and the
Group has agreed to reimburse all out-of-pocket expenses incurred by the Group
Nominees and to indemnify each Group Nominee for any liability incurred in
connection with the Group's solicitation of proxies. All information contained
in this Proxy Statement concerning each Group Nominee has been furnished by each
such Group Nominee.
Beneficial
Name, Age and Ownership Background and
Business Address of Shares Present Occupation
Philip A. Phalon (69) 2,250(1) Self-employed international
40 Salem Street marketing and business
Lynnfield, MA 01940 consultant and private
investor from October 1990
to the present. Interim
President of the Company
from May 1994 to March 1995.
Director of the Company
from August 1994 to the
present.
Ernest R. Fenton (51) 0 Self-employed business
4 Johns Lane consultant specializing in
Lexington, MA 02173 turnaround of underperforming
international businesses,
from _______ to the present.
(1) Mr. Phalon beneficially owns 2,250 shares of Common Stock of which 500
shares are owned directly by Mr. Phalon; 1,750 shares are issuable upon exercise
of stock options which are currently exercisable.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the Company's fiscal year ended September 27, 1997, no Group Nominee had
any contractual or other relationship with the Company, other than Mr. Phalon,
who served as a Director of the Company, for which he received the same
compensation as was paid generally to all other non-employee Directors.
<PAGE>
LITIGATION
As previously disclosed by the Company in a Current Report on Form 8-K,
filed January 27, 1998, after an internal review of certain historical foreign
contracts, the Company announced certain remedial measures including formation
of a committee to recommend changes in its financial control and accounting
procedures and the adoption of a code of ethics and a compliance program. In the
same announcement, the Company disclosed that James McCalmont had resigned from
the Board of Directors and that Arnold McCalmont, Chairman of the Board, would
not seek re-nomination. At a meeting of the Board on January 26, 1998, Mr.
Phalon had informed the Board that he was considering proposing a new slate of
Director nominees and that he would not seek reelection with the current Board.
On April 8, 1998, Mr. Phalon demanded from the Company a list of Stockholders
and related materials.
As of May 22, 1998, the Stockholder list and related materials requested by
Mr. Phalon on April 8, 1998 had not been provided. On May 22, 1998 Mr. Phalon
and Dr. Awan initiated a lawsuit against the Company and its directors (other
than Mr. Phalon) in the Massachusetts Superior Court, Middlesex County, entitled
Philip A. Phalon and M. Mahmud Awan v. Technical Communications Corporation,
Arnold M. McCalmont, Herbert A. Lerner, Robert T. Lessard, Carl H. Guild,
Mitchell B. Briskin, Donald Lake and Thomas B. Peoples, Civil Action No.
98-2553. The complaint alleges that the individual director defendants: (i)
breached their fiduciary duties to the Stockholders of the Company by engaging
in self-dealing transactions, including but not limited to the historical
foreign contracts which gave rise to the internal review; (ii) engaged in
concealment of illegal and possibly criminal conduct by officers and directors
of the Company; (iii) denied Mr. Phalon access to the Company's Stockholder
lists and related material in violation of state and federal law; and (iv)
illegally acted to entrench themselves as the Company's Board of Directors by
actions taken at the April 30, 1998 Board meeting. Mr. Phalon and Dr. Awan are
seeking injunctive relief: (i) requiring the Company to produce the Stockholder
list and related materials; (ii) rescinding and revoking the by-law amendment
adopted by the Board at its April 30, 1998 meeting which creates a classified
Board of Directors consisting of three classes elected for staggered three year
terms; and (iii) enjoining other similar actions until after the Annual Meeting.
Mr. Phalon and Dr. Awan also are seeking a declaratory judgment that the by-law
amendment adopted at the April 30, 1998 meeting is invalid, null and void. A
copy of the Verified Complaint commencing the lawsuit was filed with the
Commission on May 22, 1998 as an exhibit to the Group's Amendment No. 2 to its
statement on Schedule 13D.
STOCKHOLDER PROPOSAL
By letter dated May 8, 1998, Graham R. Briggs, the former Chief Financial
Officer of the Company, gave notice to the Company pursuant to Rule 14a-8 under
the Securities and Exchange Act of 1934 that he intended to appear, in person or
by duly authorized representative, at the 1998 Annual Meeting of Stockholders of
the Company to present the proposal set forth below for action by the
Stockholders.
Proposal:
"That the actions taken on April 30, 1998 by the Company's Board of
Directors to classify the Board into three (3) classes having staggered terms be
revoked."
Background:
Pursuant to the Massachusetts Business Corporation Law and the Company's
by-laws, an annual meeting of Stockholders for the year beginning September 28,
1997 should have occurred no later than March 31, 1998. In prior years, such
annual meeting has been held in February. On April 29, 1998, Mr. Phalon and Dr.
Awan demanded that the Company set a record date and a meeting date for the
Annual Meeting. On April 30, 1998, the Board voted, among other things, to set
May 29, 1998 as the Record Date and July 17, 1998 as the date for the Annual
Meeting of Stockholders.
At the April 30, 1998 Board meeting, the majority of the incumbent Board
members took action to entrench themselves by (i) adopting a by-law amendment
increasing from 10% to 40% the percentage of outstanding shares of Common Stock
necessary to call a special meeting of Stockholders and (ii) "opting in" to a
staggered board scheme previously eschewed by the Company, even though it has
been available by statute to Massachusetts public companies since 1990. Thus,
without Stockholder vote, the Board extended the terms of the majority of the
directors already serving by five years in the aggregate and elected two out of
three new Directors to serve an aggregate of over three years.
The Group has evaluated the proposal and supports it as being in the best
interest of the Stockholders. The Group believes the amendments to the Company's
by-laws, increasing from 10% to 40% the percentage of outstanding shares
necessary to call a special meeting of Stockholders and "opting in" to a
staggered Board scheme, usurps the role of the Stockholders, imposes a majority
of Directors not subject to re-election for an extended period and breaches the
duty of the Directors to the Stockholders. For example, increasing the minimum
percentage required to call a special meeting of Stockholders to 40% from 10%
(although ostensibly permissible under Massachusetts law has the practical
effect of establishing a roadblock for the Group of action by other
Stockholders. Furthermore, "opting-in" to the staggered Board statute, among
other things, limits the rights of Stockholders to remove directors, until the
end of their three-year term, only for statutorily defined "cause"*.
Massachusetts laws provide that stockholders have the power to repeal any
by-laws adopted by a Board of Directors. The Group believes the action of the
incumbent Board of Directors to effectively block the right of Stockholders to
call a special meeting of Stockholders and to entrench the incumbent Board of
Directors, must be dealt with by a firm denunciation by the Stockholders. The
Group urges each Stockholder to vote FOR the Stockholder Proposal on the Proxy
Card.
For text of Mr. Brigg's statement in support of his proposal, and the
Company's statement in opposition, please refer to the Company's Proxy
Statement.
OTHER BUSINESS OF THE ANNUAL MEETING
The Group is not aware of any matters to come before the Annual Meeting
other than those stated in this Proxy Statement. In the event that other matters
properly come before the Annual 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.
OTHER INFORMATION REGARDING THE GROUP
As of the date hereof, except for the Group, there are no other persons
other than the Group Nominees who may be considered participants in this proxy
solicitation pursuant to the rules and regulations of the Commission. Copies of
the joint statement of the Group on Schedule 13D are available for inspection
and copies may be obtained from the Commission at the same place and in the same
manner as set forth under the caption "ADDITIONAL INFORMATION."
Except as otherwise described in this Proxy Statement, no member of the
Group, nor any associate of any such person, nor to the best of the knowledge of
the Group, any of the Group Nominees or any of their associates, (i)
beneficially owns or has any right to acquire any equity securities of the
Company, (ii) owns any securities of the Company of record but not beneficially
or (iii) owns beneficially any securities of any parent or subsidiary of the
Company. Except as set forth on Schedule II to this Proxy Statement, no member
of the Group nor, to the best of the knowledge of the Group, any of the Group
Nominees or the other persons referred to above, has effected any transactions
in such equity securities during the past two years.
Except as otherwise set forth in this Proxy Statement, no member of the
Group, the Group Nominees or any of the associates of any such persons has any
contract, arrangement, understanding or relationship with another person with
respect to any securities of the Company, including, but not limited to, any
contract, arrangement, or option arrangements, puts or calls, guarantees of
loans, guarantees against loss or guarantees of profits, division of losses or
profits or the giving or withholding of proxies. No member of the Group, nor to
the best of the knowledge of Group, any of the Group Nominees or any associate
of such person, has (i) since May 1, 1996 had any transaction with the Company
or any of its executive officers, directors or affiliates that would require
disclosure under the rules of the Commission, (ii) any agreement, arrangement or
understanding with respect to future employment by the Company, and (iii) any
arrangement or understanding with respect to any future transactions to which
the Company will or may be a party, except as otherwise disclosed herein. Except
as set forth herein, there have been no contacts, negotiations or transactions
since May 1, 1996 between the Group or any member of the Group, nor to the best
of the knowledge of the Group, any of the Group Nominees or any associate of
such person and the Company or its subsidiaries, concerning a merger,
consolidation or acquisition, a tender offer or other acquisition of securities,
an election of directors, or a sale or other transfer of a material amount of
assets.
ADDITIONAL INFORMATION
For information concerning the beneficial ownership of securities of the
Company by the Company's management and the principal holders of such securities
and certain other matters relevant to this proxy solicitation, reference is made
to the Company's Proxy Statement.
The information concerning the Company contained in the Proxy Statement has
been taken from or based upon publicly available annual, quarterly and current
reports, proxy statements and other reports and documents on file with the
Commission and other public sources. Documents filed with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Certain reports and other information may also be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
GENERAL INFORMATION
Proxies will be solicited by mail, telephone, telegraph, telex, facsimile
transmission and in person. Proxies may be solicited by the members of the Group
and by the Group Nominees. No such person will receive additional compensation
for such solicitation.
In addition, the Group has retained Mackenzie Partners Inc. for
communications, solicitation and advisory services in connection with this proxy
solicitation, for which it will be paid a fee not to exceed $_________ and will
be reimbursed for its reasonable expenses. Mackenzie Partners Inc. will solicit
proxies from individuals, brokers, banks' nominees and other institutional
holders. It is anticipated that Mackenzie Partners Inc. will use approximately
___ persons in this proxy solicitation.
Banks, brokerage houses and other custodians, nominees and other
custodians, nominees and fiduciaries have been requested to forward the
solicitation materials to the beneficial owners of shares of Common Stock and
the Group will reimburse them for their reasonable and customary fees and
out-of-pocket expenses.
The total expenditures relating to this proxy solicitation will be borne by
the Group. Such expenditures, including fees for attorneys, advertising,
printing, transportation, and other costs incidental to the solicitation are
estimated to be approximately $________. Of this amount, approximately
$__________ of costs and expenses have been incurred to date. The Group intends
to seek reimbursement from the Company for its costs and expenses incurred in
connection with this proxy solicitation if the Group Nominees are elected to the
Board of Directors, and the Group believes such reimbursement does not require a
vote of Stockholders.
VOTING OF PROXY CARDS
Shares of Common Stock represented by properly executed proxy cards will be
voted at the Annual Meeting as marked, and in the absence of specific
instructions will be voted "FOR" the Group Nominees and in the discretion of the
persons named as proxies on all other matters as may properly come before the
Annual Meeting and of which the Group was not aware a reasonable time before the
date thereof, that are to be presented at the Annual Meeting, including all
motions for adjournment of the Annual Meeting, unless otherwise indicated in
this Proxy Statement.
REVOCABILITY OF SIGNED PROXIES
A proxy executed by a holder of shares of Common Stock may be revoked at
any time before its exercise by sending a written revocation, by submitting
another proxy with a later date or by appearing in person at the Annual Meeting
and voting. A written revocation must clearly state that the proxy to which it
relates is no longer effective and must be executed and delivered prior to the
time that the action authorized by the executed proxy is taken. The revocation
may be delivered either to the Group, care of Philip A. Phalon, 40 Salem Street,
Lynnfield, MA 01940, or to the Company at 100 Domino Drive, Concord, MA 01742,
or to Mackenzie Partners Inc. at the address set forth in this Proxy Statement.
Although a revocation or a later dated proxy delivered only to the Company will
be effective, the Group requests that if a revocation or subsequent proxy is
delivered to the Company a photostatic copy of the revocation or subsequent
proxy also be delivered to the Group so that it will be aware of such
revocation.
THE RETURN OF A SIGNED AND DATED PROXY CARD WILL FULLY REVOKE ANY
PREVIOUSLY DATED PROXY CARD YOU MAY HAVE RETURNED. THE LATEST DATED PROXY CARD
IS THE ONLY ONE THAT COUNTS.
OTHER MATTERS
The Group is not aware of any matters, other than those discussed herein,
to be considered at the Annual Meeting. However, if any other matters properly
come before the Annual Meeting, including any motion to adjourn the Annual
Meeting prior to taking of a vote on the Group Nominees, the persons named in
the proxy card, or their substitutes, will vote in their discretion all shares
of Common Stock covered by proxy cards with respect to such matters unless such
discretionary authority of the named proxies is limited by Rule 14a-4(c)(5) of
the Exchange Act to matters incident to the conduct of the meeting.
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD
PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.
Dated: June ___, 1998
On behalf of the Group,
Philip A. Phalon
M. Mahmud Awan
<PAGE>
Schedule I
Set forth below is the name, business address, present principal occupation
and place of employment of each of the participants in this solicitation.
Present Principal
Name of Participant Business Address Occupation
Philip A. Phalon(1) 40 Salem Street Self-employed
Lynnfield, MA 01940 international marketing
and business consultant
and private investor
M. Mahmud Awan 240 Sturbridge Road Chairman and Chief
Charlton City, MA 01506 Executive
Officer of TechMan
International
Corporation, a
manufacturer of fibre
optic medical devices
and communications
systems
Robert B. Bregman 46 Raydon Road Ext. Sales consultant-
York, ME 03109-1625 Nissan of Exeter, NH
William C. Martindale, Jr. 200 Four Falls Chief Executive Officer
Corporate Ctr. of Martindale Andres
Suite 200 & Company, Inc., an
W. Conshohocken, PA investment management
19428-2960 firm
Ernest R. Fenton 4 Johns Lane Self-employed business
Lexington, MA 02173 consultant specializing
in turnaround of under-
performing international
businesses
(1) Currently serves as a director of the Company.
<PAGE>
Schedule II
The following table sets forth information with respect to all purchases
and sales of the Common Stock of the company by each of the members of the Group
and the Group Nominees, or any associate of any such person, during the past two
years.
Name and Date Number Of Shares Of
Common Stock Purchased (Sold) [2 years]
Philip A. Phalon (1)
2/22/95.............................................500
M. Mahmud Awan (2)
8/14/97.............................................100
8/14/97.............................................100
8/15/97...........................................1,000
8/21/97...........................................1,000
8/29/97...........................................3,000
9/8/97............................................2,200
9/9/97............................................1,500
9/12/97...........................................1,000
9/16/97...........................................1,000
9/18/97...........................................1,000
10/1/97...........................................1,500
10/1/97...........................................1,500
10/2/97...........................................1,000
10/3/97.............................................300
10/3/97...........................................2,000
10/22/97............................................500
11/13/97............................................500
11/14/97............................................500
11/19/97..........................................1,000
11/24/97..........................................1,000
12/1/97...........................................1,000
12/4/97...........................................1,000
12/8/97...........................................1,000
12/10/97..........................................1,000
12/15/97..........................................1,000
12/16/97..........................................1,000
12/18/97..........................................2,500
12/18/97..........................................3,000
12/19/97..........................................3,000
12/19/97..........................................1,000
12/22/97..........................................2,500
12/24/97..........................................1,000
12/26/97..........................................1,000
12/26/97..........................................1,000
1/2/98............................................1,000
1/2/98............................................1,000
1/2/98............................................1,000
1/6/98..............................................200
1/6/98............................................1,000
1/7/98............................................1,000
1/7/98............................................2,000
1/7/98............................................1,000
1/9/98..............................................274
1/12/98...........................................1,074
1/13/98...........................................1,500
1/22/98...........................................1,000
1/22/98...........................................1,500
1/23/98...........................................1,000
1/26/98...........................................1,000
1/26/98...........................................1,500
1/28/98.............................................730
1/29/98...........................................3,000
1/30/98...........................................2,000
1/30/98...........................................2,000
2/3/98........................................1,000 (3)
2/3/98........................................2,000 (3)
2/5/98........................................2,000 (3)
2/6/98........................................1,000 (3)
2/11/98...........................................2,000
2/11/98...........................................3,000
2/17/98...........................................1,000
2/18/98...........................................2,000
2/18/98.......................................1,000 (3)
2/19/98.......................................1,000 (3)
2/20/98.......................................1,000 (3)
2/23/98.......................................2,000 (3)
2/23/98.......................................2,000 (3)
2/24/98.......................................2,000 (3)
2/24/98.......................................1,500 (3)
2/24/98.......................................1,500 (3)
2/25/98.........................................200 (3)
2/25/98.......................................2,000 (3)
2/26/98.........................................500 (3)
2/27/98.......................................1,000 (3)
3/16/98.........................................100 (3)
3/16/98.......................................1,000 (3)
3/18/98.......................................1,000 (3)
3/23/98.......................................1,000 (3)
3/24/98.......................................1,000 (3)
3/25/98.......................................1,000 (3)
3/26/98.........................................500 (3)
3/26/98.......................................1,000 (3)
4/2/98........................................3,000 (3)
4/7/98............................................3,000
4/24/98...........................................1,000
4/28/98...........................................1,000
4/28/98...........................................1,000
4/29/98...........................................2,000
4/30/98...........................................1,000
4/30/98...........................................1,000
4/30/98...........................................1,000
5/4/98............................................1,000
5/20/98.......................................3,000 (3)
Robert B. Bregman (4)......................................0
William C. Martindale, Jr. (5)
12/19/96..........................................2,000
Ernest R. Fenton...........................................0
______________________________
(1) Mr. Phalon beneficially owns 2,250 shares of Common Stock of which 500
shares are owned directly by Mr. Phalon; 1,750 shares are issuable upon exercise
of stock options which are currently exercisable.
(2) Mr. Awan owns 138,378 shares of Common Stock (of which 78,000 are owned by
Mr. Awan directly and 60,378 of which are owned of record by TechMan
International Corporation, which is wholly owned by Mr. Awan).
(3) Indicates date of trade (as compared to settlement date).
(4) Mr. Bregman beneficially owns 2,500 shares of Common Stock indirectly (his
wife, Susan J. Pape, is the owner of record of such shares; Mr. Bregman has
voting and dispositive power).
(5) Mr. Martindale owns 10,000 shares of Common Stock (of which 6,100 he holds
directly, 3,700 he holds in his individual retirement account and 200 are owned
by his wife) and, through discretion over client accounts, shares the power to
vote an additional 67,000 shares as to which he disclaims beneficial ownership.
* M.G.L. c. 156B ss.50A(e)(2) defines "cause" as (i) conviction of a felony;
(ii) declaration of unsound mind by order of court; (iii) gross dereliction of
duty; (iv) commission of an action involving moral turpitude; or (v) commission
of an action which constitutes intentional misconduct or knowing violation of
the law which results in an improper substantial personal benefit and a material
injury to the Company.
<PAGE>
TECHNICAL COMMUNICATIONS CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
July 17, 1998
THIS PROXY IS SOLICITED ON BEHALF OF PHILIP A. PHALON, M. MAHMUD AWAN,
ROBERT B. BREGMAN AND WILLIAM C. MARTINDALE, JR.
The undersigned hereby authorizes and appoints Philip A. Phalon and M.
Mahmud Awan, and each of them, as proxies with full power of substitution, to
vote all shares of Common Stock of TECHNICAL COMMUNICATIONS CORPORATION held of
record on May 29, 1998 by the undersigned at the Annual Meeting of Stockholders
to be held at 10:00 a.m. (E.D.S.T.) on July 17, 1998, and any adjournment or
postponement thereof.
This proxy when properly executed will be voted (i) as directed below, or,
in the absence of such direction, this proxy will be voted FOR the specified
nominees in Proposal 1 and (ii) in accordance with the judgment of the proxies
upon other matters that may properly come before said meeting or any
adjournments or postponements thereof.
A VOTE FOR PROPOSALS NO. 1 AND NO. 2 IS STRONGLY RECOMMENDED.
(Continued and to be signed on reverse side)
______________________________________________________________________________
PROPOSAL 1 - Election of Philip A. Phalon and Ernest R. Fenton and as directors
___ FOR all nominees listed (except ___ WITHHOLD AUTHORITY to vote
Cumulative votes for one or more
as marked to the contrary below)
for all nominees as follows:
(INSTRUCTION: To withhold authority to vote Nominees:
for any individual nominee(s), write the name(s) Philip A. Phalon
of such nominee(s) on the line below.) Ernest R. Fenton
__________________________________________
<PAGE>
______________________________________________________________________________
PROPOSAL 2 - Stockholder Proposal (to revoke the Board of Director's action to
classify the Board into three (3) classes having staggered terms)
___ FOR ___ AGAINST ___ABSTAIN
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
This Proxy must be signed exactly as Dated: _____________, 1998
the name of the Stockholder(s) appears
on this card. Signature:____________________
Signature:____________________
(if held jointly)
