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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 Section 240.14a-11(c) or Section
240.14a-12
Technical Communications Corporation
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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TECHNICAL COMMUNICATIONS CORPORATION
[LOGO] COMMUNICATE IN CONFIDENCE
100 DOMINO DRIVE - CONCORD, MA 01742-2802 - U.S.A.
978-287-5100 - FAX: 978-371-1280
July 31, 1998
Dear TCC Stockholder:
We recently sent to you proxy materials pertaining to the Annual
Shareholders Meeting to be held on August 14, 1998 at TCC's offices in
Concord, Massachusetts. Hopefully you have had an opportunity to review the
material and have voted by signing and dating the white proxy card.
The current Board and its nominees are committed to enhancing long term
stockholder value. We have taken actions intended to return the Company to
profitability and defined a viable growth plan. You should have recently
received a copy of the Company's fiscal 1998 third quarter results news
release, which, I believe, shows that we are definitely on the right track.
Since taking office in mid-February, 1998, the new management team has
completed the development and launched the KEYNET/Cipher X 7100 system into
the commercial market, completed the custom development and delivery of a
major portion of a large international order, significantly strengthened our
product development capability, and implemented major operating cost
reductions. These efforts have returned the Company to profitability and
enhance our prospects for future growth.
You likely have received materials and a gold proxy card from a separate
minority stockholder group headed by Philip Phalon and Mahmud Awan. The
Phalon/Awan Group is pursuing a lawsuit, which is described in our proxy
materials, that challenges the actions of your Board and its new independent
directors and seeks to allow the PHALON/AWAN GROUP TO GAIN MAJORITY CONTROL
OVER YOUR BOARD OF DIRECTORS AND THUS DIRECT TCC'S ASSETS AND RESOURCES TO
SUIT THEIR OWN PERSONAL AGENDA WHICH MAY NOT BE ALIGNED WITH THE INTEREST OF
THE STOCKHOLDERS AS A WHOLE. TCC is vigorously defending this action.
IN ORDER TO CONTINUE OUR PROGRESS, WE NEED YOUR SUPPORT. I ask that you
read our proxy materials and the details of the false allegations lodged
against us by the Phalon/Awan Group. We believe the Group's
lawsuit/complaint is based in significant part on certain allegations about
our new independent directors that they (Phalon and Awan) now admit (by
deposition under oath) were UNFOUNDED AND UNSUBSTANTIATED and, in some
instances, based on PURE GUESSWORK. We also believe that the proxy contest
waged by the Group is intended to further Mr. Phalon's personal ambition of
becoming Chairman of the Board of Directors. His qualifications for such a
job and what he and his board would do for stockholders in the short term or
the long term are matters entirely unknown to us. As a result of the Group's
initiation of this proxy contest it is costing the Company some $100,000 and
the Phalon Group some $300,000 FOR WHICH THEY INTEND TO SEEK REIMBURSEMENT
FROM THE COMPANY if they prevail. I hope you share my outrage at this use of
corporate time and resources and will help us put an immediate end to this
Group's organized strategy and pursuit of its own ends.
We have formed a strong management team governed by a competent,
independent Board and have committed to a business plan which has begun to
show results. WE ASK YOU TO PLEASE SIGN, DATE AND RETURN YOUR WHITE PROXY
CARD today and allow us to continue improving the performance of the Company.
An additional White Proxy Card and envelope is provided herein for your
convenience. The latest dated proxy card will be the only proxy counted. The
Board of Directors recommends you vote "FOR" Proposals 1 and 2 and "AGAINST"
Proposal 3. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR
PROXY, PLEASE CONTACT SHAREHOLDER COMMUNICATIONS CORPORATION AT
1-800-733-8481 EXT. 402.
Thank you for your support.
Very truly yours,
/s/ Carl H. Guild, Jr.
Carl H. Guild, Jr.
Chairman and Chief Executive Officer
FOR ADDITIONAL INFORMATION, PLEASE REFER TO YOUR PROXY MATERIALS. IF YOU HAVE
NOT RECEIVED YOUR MATERIALS OR WOULD LIKE AN ADDITIONAL COPY, PLEASE CALL
SHAREHOLDER COMMUNICATIONS CORPORATION AT 1-800-733-8481 EXT. 402.
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TECHNICAL COMMUNICATIONS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
JULY 28, 1998
The undersigned hereby appoints CARL H. GUILD, JR. and EDWARD E. HICKS, or
either of them, the action of both of them voting to be controlling, attorneys
of the undersigned, with full powers of substitution, with all the powers the
undersigned would possess if personally present, to vote the stock of the
undersigned in TECHNICAL COMMUNICATIONS CORPORATION at the Annual Meeting of
Stockholders to be held at 10:00 a.m. on July 28, 1998 and at any adjournments
thereof.
Even if you have sent a gold proxy card to the Group, you have every right
to change your vote. You may revoke that proxy by signing, dating and mailing
this proxy card in the enclosed envelope.
This proxy, if properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, the proxy will
be voted FOR items 1 and 2 and AGAINST item 3.
Please vote, date and sign on the reverse side, and promptly return in the
enclosed envelope.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. IT WILL BE VOTED AS DIRECTED
AND IF NO CHOICE IS INDICATED IT WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST
ITEM 3:
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1.--The Board of Directors recommends you vote FOR the election of the two (2)
nominees listed below:
Election of directors: Nominees: Mitchell B. Briskin and Bernard Resnick
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/ / FOR all nominees / / WITHHOLD from the following nominee(s):_______________
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2.--The Board of Directors recommends that you vote FOR the ratification of
Arthur Andersen LLP.
To ratify the selection of the firm of Arthur Andersen LLP as the Company's
auditors.
/ / FOR / / AGAINST / / ABSTAIN
3.--The Board of Directors recommends that you vote AGAINST the Stockholder
Proposal.
To vote the Stockholder Proposal
/ / FOR / / AGAINST / / ABSTAIN
4.--In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
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Dated: ------------------, 1998
Signature: ------------------
Signature: ------------------
Title: ------------------
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Please sign exactly as the name appears
stenciled on this Proxy. When signing
as attorney, executors, administrators,
trustee or guardian, please set forth
your full title. If the stockholder is
a corporation, the signature should be
that of an authorized officer who
should indicate his or her title.
