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:
<TABLE>
<S> <C>
[_] 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
Rule 14a-11 (c) or Rule 14a-12
</TABLE>
TELTRONICS, INC.
----------------------------------------------------------
(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] 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>
[LOGO]
TELTRONICS
2150 WHITFIELD INDUSTRIAL WAY
SARASOTA, FLORIDA 34243
Dear Stockholders:
It is my pleasure to invite you to attend the 1998 Annual
Meeting of Stockholders to be held at the principal executive
offices of the Company, 2150 Whitfield Industrial Way, Sarasota,
Florida 34243 at 10:00 a.m. on June 8, 1998. The doors will open
at 9:30 a.m.
Your vote is important. To be sure your shares are voted at
the Annual Meeting, even if you are unable to attend in person,
please sign and return the enclosed proxy card(s) as promptly as
possible. This will not prevent you from voting your shares in
person if you do attend.
The Annual Meeting of Stockholders will be held to consider
and take action with regard to the election of four directors,
the ratification of the selection of the Company's auditors and
any other business that may properly come before the Annual
Meeting.
Complete details are included in the accompanying proxy
statement.
Ewen R. Cameron
President and Chief Executive Officer
Sarasota, Florida
May 18, 1998
<PAGE>
[LOGO]
TELTRONICS
2150 WHITFIELD INDUSTRIAL WAY
SARASOTA, FLORIDA 34243
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF TELTRONICS, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Teltronics, Inc. will be held at the principal
offices of the Company, 2150 Whitfield Industrial Way, Sarasota,
Florida 34243 on June 8, 1998 at 10:00 a.m., to consider and take
action with regard to the following:
1. The election of four (4) directors of the Company to
serve until the next Annual Meeting of the Stockholders and the
election or appointment and qualification of their successors.
2. The ratification of the selection of Ernst & Young
LLP, independent certified public accountants, as auditors of the
Company for the current fiscal year.
3. The transaction of such other business as may
properly come before the Annual Meeting or any adjournments
thereof.
FURTHER NOTICE IS HEREBY GIVEN that the stock transfer books
of the Company will not be closed, but only stockholders of
record at the close of business on May 15, 1998 will be entitled
to notice of and to vote at the Annual Meeting.
STOCKHOLDERS WHO WILL BE UNABLE TO ATTEND THE ANNUAL MEETING
IN PERSON MAY ATTEND THE MEETING BY PROXY. SUCH STOCKHOLDERS ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
IN THE RETURN ENVELOPE ENCLOSED.
By Order of the Board of Directors
Mark E. Scott
Vice President-Finance and Secretary
May 18, 1998
<PAGE> 1
TELTRONICS, INC.
2150 Whitfield Industrial Way
Sarasota, Florida 34243
May 18, 1998
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
1998
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Teltronics, Inc.
("Company") of proxies for use at the Annual Meeting of
Stockholders to be held at the principal executive offices of the
Company at 2150 Whitfield Industrial Way, Sarasota, Florida 34243
on June 8, 1998 at 10:00 a.m., and at any adjournment thereof,
for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. In addition to solicitation by mail,
solicitations may be made by personal interview, telephone,
telegram or other electronic means by Directors, officers and
other regular employees of the Company. The cost of this proxy
solicitation will be borne by the Company. The Company will also
reimburse persons holding stock for others in their names or
those of their nominees for their reasonable expenses in sending
proxy material to their principals and obtaining their proxies.
The Company will use the services of American Securities Transfer
& Trust, Inc., 938 Quail Street, Suite 101, Lakewood, Colorado
80215 to aid in solicitation of proxies at an anticipated fee of
$600 plus reasonable expenses. It is contemplated that this
Proxy Statement will be first sent to Stockholders on or about
May 18, 1998.
If the enclosed proxy is properly executed and returned, the
shares represented thereby will be voted in accordance with the
instructions contained therein. Any proxy given pursuant to this
solicitation may be revoked by the stockholder at any time prior
to its use, by the stockholder voting in person at the meeting,
by submitting a proxy bearing a date subsequent to the date on
the proxy to be revoked or by written notice to the Secretary of
the Company.
The Board of Directors has fixed the close of business on
May 15, 1998 as the record date for determining the holders of
voting stock entitled to notice of and to vote at the Annual
Meeting. On May 11, 1998, the Company had outstanding and
entitled to vote at the Annual Meeting a total of 3,415,513
shares of Common Stock. Each outstanding share of Common Stock
is entitled to one vote on all matters to be brought before the
Annual Meeting. On May 11, 1998, the Company had outstanding and
entitled to vote at the Annual Meeting a total of 100,000 shares
of Series A Preferred Stock entitled to four hundred votes per
share and 25,000 shares of Series B Preferred Stock entitled to
one vote per share of Common Stock into which the Series B
Preferred Stock is convertible as of the record date on all
matters to be brought before the Annual Meeting.
On May 11, 1998, the closing price for the Company's $.001
par value Common Stock as reported on NASDAQ was $2.563.
ELECTION OF DIRECTORS
The Board of Directors is proposing the election of four (4)
Directors to hold office until the election and qualification of
their successors at the next Annual Meeting of Stockholders.
Unless the proxy directs otherwise, the persons named in the
enclosed form of proxy will vote for the election of the four
nominees named below. If any of the nominees should be unable to
serve as a Director, or for good reason will not serve, the proxy
will be voted in accordance with the best judgment of the person
or persons acting under it. It is not anticipated that any of
the nominees will be unable to serve. In the case of a vacancy,
the Board of Directors may elect another Director as a
replacement or may leave the vacancy unfilled. Decisions
regarding the election of new Directors during the year normally
are based upon considerations such as the
<PAGE> 2
size of the Board and the need to obtain fresh perspectives or to
replace particular skills or experience of former Directors. The
nominees for Directors, their ages, their principal occupations
during at least the past five years, their positions and offices
with the Company and, as applicable, the date each was first
elected a Director of the Company or its predecessors are as
follows:
<TABLE>
<CAPTION>
First Elected
Director
Position With Of The Company
Name Age The Company Or Predecessor
---- --- ------------- --------------
<S> <C> <C> <C>
Ewen R. Cameron 45 President, Chief 1994
Executive Officer,
Assistant Secretary,
and Director
Norman R. Dobiesz 50 Senior Vice President 1991
Business Development
and Director
Carl S. Levine 51 Director 1988
Craig Macnab 42 Director 1997
</TABLE>
EWEN R. CAMERON has served as President and Chief Executive
Officer since July 1993 and a Director since June 1994. Prior to
that, Mr. Cameron served as Managing Director of SRH plc, a
European telecommunications and computer maintenance company from
1989 to 1992. From January 1978 to December 1989, Mr. Cameron
served as Managing Director of Systems Reliability Europe SA/NV,
a wholly owned subsidiary of SRH plc based in Brussels, Belgium.
Mr. Cameron has spent the last 25 years in the computer and
telecommunications industry.
NORMAN R. DOBIESZ has served as a Director of the Company
since October 25, 1991 and is the Company's Senior Vice
President, Business Development. Mr. Dobiesz has developed
substantial financial and general management experience as a
principal stockholder and executive of a group of privately held
companies controlled by Mr. Dobiesz. Mr. Dobiesz is a principal
stockholder of the Company.
CARL S. LEVINE has served as a Director of the Company since
July 27, 1988. Mr. Levine is an attorney who has been engaged in
private practice in New York, New York from 1977 to 1981, and in
Garden City, New York from 1981 to June 1985. Mr. Levine is
presently the senior partner in the law firm of Carl S. Levine &
Associates, Roslyn, New York. He specializes primarily in the
practice of energy, environmental and tax law. Prior to entering
private practice, Mr. Levine was employed as counsel for New York
Regional Office of the United States Department of Energy.
CRAIG MACNAB has served as a Director of the Company since
February 13, 1997. Mr. Macnab was appointed Director as nominee
of Sirrom Capital Corporation ("Sirrom") which, under the terms
of a Debenture Purchase Agreement and a Preferred Stock Purchase
Agreement, each dated February 25, 1998, has the right to appoint
one (1) member to the Company's Board of Directors, which cannot
exceed a total of five (5) members without the approval of
Sirrom. Since January 1997, Mr. Macnab has been the President of
Tandem Capital, Inc. which invests in micro-cap public companies.
From 1993 to 1996, Mr. Macnab served as the general partner of
MacNiel Advisors, Inc., the general partner of three private
funds that invested in the publicly traded securities of small
public companies. From 1987 to 1993, Mr. Macnab was a partner of
J.C. Bradford & Co., a regional brokerage firm, jointly
responsible for the merger and acquisition department and a
private mezzanine capital fund.
<PAGE> 3
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to
the beneficial ownership of all of the Company's outstanding
voting securities by each person owning five percent (5%) or more
of such shares, by each director, by each executive officer
listed in the Summary Compensation Table below, and by all
directors and officers as a group as of May 11, 1998. Unless
otherwise indicated, it is assumed that all shares are directly
owned and that the holders thereof have sole voting and
investment power with respect thereto.
<TABLE>
<CAPTION>
Amount and
Title Nature of
Name of Beneficial of Beneficial Percentage
Owner and Address Class Ownership (1) of Class (1)
- - ----------------- ----- -------------- ------------
<S> <C> <C> <C>
Norman R. Dobiesz (2)(3)(4) Common Stock 1,432,097 41.9%
2150 Whitfield Industrial Way Series A Preferred
Sarasota, Florida 34243 Preferred Stock 100,000 100%
Carl S. Levine (2) Common Stock 2,240 (5)(6)
1800 Northern Blvd.
Roslyn, New York 11576
Ewen R. Cameron (2)(4) Common Stock 3,360 (5)(7)
2150 Whitfield Industrial Way
Sarasota, Florida 34243
William L. Hutchison (4) Common Stock 5,000 (5)(8)
2150 Whitfield Industrial Way
Sarasota, Florida 34243
Craig Macnab (2) Common Stock 0 0
500 Church Street, Suite 200
Nashville, Tennessee 37219
Shared Resource Exchange (9) Common Stock 650,000 19.0%
3480 Lotus Drive
Plano, Texas 75075
Sirrom Capital Corporation Series B
500 Church Street, Suite 200 Preferred Stock 25,000 100%
Nashville, Tennessee 37219
All Directors and Officers Common Stock 1,442,697 42.2%
as a Group (8 persons)
</TABLE>
______________________________
(1) Does not include (i) an aggregate of 372,000 shares of
Common Stock which may be issued upon exercise of incentive
stock options granted under the Company's 1995 Incentive
Stock Option Plan and 4,000 shares of Common Stock which may
be issued upon exercise of stock options granted to the
Company's former President, (ii) possible issuance of up to
1,000,000 shares of Common Stock in connection with the
transfer to ISI of certain technology; or (iii) possible
issuance of up to 1,526,000 shares of Common Stock subject
to adjustment, which may be issued upon: (a) conversion of
the Series B Preferred Stock, and (b) the exercise of
890,000 Warrants issued to Sirrom Capital exercisable at a
price of $2.75 per share, subject to adjustment.
(2) Director of the Company.
<PAGE> 4
(3) The Common Stock Includes 56,000 shares owned by virtue of
100% ownership of H & N Management Co., Inc. ("H&N"),
1,295,000 shares owned by virtue of 100% ownership of W&D
Consultants, Inc., and 4,455 shares owned by virtue of 67%
ownership of Whitfield Capital of Sarasota, Inc. but
excludes: (i) 100,000 shares of Series A Preferred Stock
owned by Mr. Dobiesz, and (ii) 30,000 shares which may be
issued upon exercise of incentive stock options by Mr.
Dobiesz.
(4) Executive Officer of the Company named in the Summary
Compensation Table below.
(5) Beneficially owns less than 1% of the Company's outstanding
Common Stock.
(6) Does not include up to 50,000 shares which may be issued
upon exercise of incentive stock options by Mr. Levine.
(7) Does not include up to 530,000 shares which may be issued
upon exercise of incentive stock options by Mr. Cameron.
(8) Does not include up to 50,000 shares which may be issued
upon exercise of incentive stock options by Mr. Hutchison.
(9) 120,000 shares are held in escrow to cover certain
reimbursement and/or indemnity claims owed to the Company
for the acquisition of SRX.
CHANGE OF CONTROL. The holders of the Series B Preferred Stock
have the right to elect a majority of the Board of Directors of
the Company if and whenever four quarterly dividends (whether or
not consecutive) payable on the Series B Preferred Stock shall be
in arrears.
BOARD OF DIRECTORS MEETINGS
The Board of Directors has no standing committees other than
its Audit Committee. The Board of Directors exercises
supervision over nominating and compensation matters directly.
Subject to review by the Board, the Audit Committee of the Board
of Directors reviews the annual financial statements and the
scope of the annual audit with the Company's independent
accountants, is available to discuss with the auditors any other
audit-related matters arising during the year and reviews the
Company's internal audit function. The members of the Boards
Audit Committee are Ewen Cameron, Carl S. Levine and Craig
Macnab.
From January 1 to December 31, 1997, the Board of Directors
held five (5) formal meetings; and the Board of Directors took
action by unanimous written consent two (2) times during that
period.
EXECUTIVE COMPENSATION
The following table sets forth certain information relating
to the compensation received and to be received by certain
persons who are presently, or were executive officers of the
Company during the fiscal year ended December 31, 1997. As
indicated below, no executive officers of the Company other than
Ewen Cameron, William L. Hutchison, and Norman R. Dobiesz,
received total salary and bonus in excess of $100,000 during the
fiscal year ended December 31, 1997.
<PAGE> 5
<TABLE>
<CAPTION>
SUMMARY COMPENSATION
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
-------------------- -------
Other Re- Securities All
Annual stricted Underlying LTIP Other
Name and Compen- Stock Options/ Pay- Compen-
Principal Position Year Salary Bonus sation (1) Awards SARs(#) outs sation
- - ------------------ ---- ------ ----- ---------- ------- --------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ewen R. Cameron 1997 $248,674 (2) $ --- --- --- --- --- ---
President & CEO 1996 248,272 --- --- --- 500,000 --- ---
1995 226,551 --- --- --- 30,000 --- ---
William L. Hutchison 1997 $175,300 $ --- --- --- 30,000 --- ---
Executive Vice Presi- 1996 33,277 --- --- --- 20,000 --- ---
dent & COO
Norman R. Dobiesz 1997 $248,674 (2) $ --- --- --- --- --- ---
Senior Vice President 1996 248,434 --- --- --- --- --- ---
Business Development 1995 232,674 --- --- --- 30,000 --- ---
</TABLE>
_______________________________
(1) Certain personal benefits that aggregate less than the ten
percent (10%) of the total cash compensation of any of the
executive officers or which cannot be readily ascertained
are not included.
(2) Does not include $25,000 earned and accrued by each of
Messrs. Cameron and Dobiesz, but not paid during 1997.
EMPLOYMENT AGREEMENTS
The Company entered into five (5) year employment agreements
with Ewen Cameron, President, Chief Executive Officer and
Assistant Secretary, and Norman R. Dobiesz, Senior Vice
President, Business Development commencing January 1, 1995. Mr.
Cameron's agreement was an amendment and restatement of a prior
agreement which he entered into with the Company in July 1993.
Each employment agreement provides for a base annual salary of
$225,000 subject to annual increases of $25,000 per year. Either
of the Company or the employee may terminate the employment
agreements upon the occurrence of certain events. Mr. Cameron's
employment agreement contains a covenant restricting him from
competing for a period of two years after termination. If the
Company terminates the employment of Mr. Cameron or Mr. Dobiesz,
the terminated employee will be entitled to severance equal to
one year's base salary.
On October 14, 1996, the Company entered into a three (3)
year employment agreement with William L. Hutchison, the
Company's Executive Vice President, Chief Operating Officer and
Assistant Secretary. The employment agreement provides for an
annual salary of $180,000 and is terminable prior to expiration
of its stated term upon the occurrence of certain events. If Mr.
Hutchison's employment agreement is terminated prior to its
scheduled expiration without cause or for failure to adequately
perform, in the Company's judgment, the services, duties and
responsibilities assigned by the Company, whether or not such
failure is intentional, Mr. Hutchison will be entitled to
severance equal to six (6) month's salary.
On May 1, 1997, the Company entered into a one (1) year
employment agreement with Mark E. Scott, the Company's Vice
President Finance, Secretary and Treasurer. The employment
agreement provides for an annual salary of $85,000, automatically
renews and is terminable prior to expiration of its stated term
upon the occurrence of certain events. If Mr. Scott's employment
agreement is terminated prior to its scheduled expiration without
cause, Mr. Scott will be entitled to a severance equal to three
(3) month's salary.
<PAGE> 6
1995 INCENTIVE STOCK OPTION PLAN
The Company has adopted an Incentive Stock Option Plan, as
amended ("Plan") to enhance the Company's ability to retain the
services of outstanding personnel and encourage such employees to
have a greater financial investment in the Company. The Plan
authorizes the Board of Directors to grant incentive stock
options under the Internal Revenue Code of 1986, as amended, to
key employees of the Company or its subsidiaries. At May 11,
1998 there are approximately fifty employees eligible to
participate in the Plan. The Plan is administered by the Board
of Directors which has full power and authority to designate
Participants, to determine the terms and provisions of respective
option agreements (which need not be identical) and to interpret
the provisions of the Plan. The Plan became effective May 16,
1995, was amended July 30, 1996 and will terminate August 8, 2005
unless earlier terminated by the Board of Directors or extended
by the Board with approval of the stockholders.
An aggregate of 1,250,000 shares of the Company's Common
Stock may be issued or transferred to grantees under the Plan.
If there is a stock split, stock dividend or other relevant
change affecting the Company's shares, appropriate adjustments
will be made in the number of shares that may be issued or
transferred in the future and in the number of shares and price
in all outstanding grants made before such event. The option
price shall not be less than the fair market value of the
Company's Common Stock on the date of grant, unless the grantee
is the holder of more than 10% of the voting power of all classes
of stock of the Company, in which case the option price shall not
be less than 110% of the fair market value of the stock on the
date of grant.
Options may be exercised solely by the Participant or his or
her legal representative during his or her employment with the
Company, or any subsidiary, or after his or her death by the
person or persons entitled thereto under his or her will or the
laws of descent and distribution. In the event of termination of
employment for any reason other than death, permanent disability
as determined by the Board, or retirement with the consent of the
Company, Options may not be exercised by the Participant or his
or her legal representative and shall lapse effective upon the
earlier to occur of (i) notice of employment termination or (ii)
last day of employment with the Company or any Subsidiary.
During 1997, the Company issued options to purchase 50,000
shares to executive officers and options to purchase 74,000
shares to non-executive employees, and cancelled options
previously granted to executive officers to purchase 36,000
shares and to non-executive employees to purchase 17,000 shares
of common stock. In each case, unless the recipient of a grant
was the holder of more than 10% of the Company's issued and
outstanding Common Stock, the fair market value of the Common
Stock on the date of grant determined the exercise price. Any
such cancelled options were returned to the Plan to be used for
future issuances of options, if any.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Expiration
Name Granted (#)(1) Fiscal Year (1) Price ($/Sh) Date
- - ---- -------------- --------------- ------------ ----------
<S> <C> <C> <C> <C>
William L. Hutchison 20,000 16.13% $2.00 July 15, 2002
________________________________
</TABLE>
(1) Represents options only. No SARs have been granted.
<PAGE> 7
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-Ended (#) at FY-End ($)
Shares Value
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
- - ---- ------------ -------- ------------- -------------
<S> <C> <C> <C> <C>
Ewen R. Cameron 0 0 12,000/18,000 $12,000/$18,000
100,000/400,000 $0/$0 (1)
Norman R. Dobiesz 0 0 12,000/18,000 $10,080/$15,120
William L. Hutchison 0 0 6,000/24,000 $0/$0 (2)
0/20,000 $0/$12,500
</TABLE>
_________________
(1) None of the options granted to Mr. Cameron in 1996 to
purchase 500,000 shares were in-the-money at December 31,
1997 because they are exercisable at $5.50 per share, a
price greater than the fair market value of the Company's
Common Stock on such date.
(2) None of these options granted to Mr. Hutchison in 1996 to
purchase 30,000 shares were in-the-money at December 31,
1997 because they are exercisable at $3.50 per share, a
price greater than the fair market value of the Company's
Common Stock on such date.
DIRECTOR COMPENSATION
On August 12, 1996 the Company adopted a policy to
compensate members of its Board of Directors in the amount of
$2,500 for each meeting and reimburse expenses for attending
meetings of the Board or committees of the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective January 1, 1995 the Company entered into five (5)
year employment agreements with Ewen Cameron, President & CEO,
and Norman R. Dobiesz, Senior Vice President Business
Development. See EXECUTIVE COMPENSATION - Employment Agreements.
The Company has an outstanding note payable to an officer,
which is payable on demand with interest accruing at 8% per
annum. The balance at April 30, 1998 is $51,770.
During the year ended December 31, 1996, the Company sold
100,000 shares of its $.001 par value Series A Preferred Stock to
its Director and Senior Vice President of Business Development
for $.25 per share for an aggregate consideration of $25,000.
Such shares are restricted securities and subject to resale
restrictions including the right of the Company to approve or
disapprove any sale, transfer or disposition to any third party
not controlled by the Director. Additionally, each share is
entitled to 400 votes and is not entitled to any dividends.
Accordingly, this would give the Director voting control of the
Company.
A Director personally guaranteed the Company's obligations
to the lessor over the term of the lease. The Company agreed to
pay 6% of the total future value of the lease payments, excluding
executory costs, as consideration for the personal guarantee.
This amount was paid during 1995. The cost of the guarantee to
the Company, 6% of $7,000,000 or $420,000 has been deferred as a
financing cost (prepaid lease guarantee) in the accompanying
financial statements and is amortized on a straight line basis
over the term of the lease. Accumulated amortization of this
amount at December 31, 1997 was $205,308.
<PAGE> 8
A company owned by a Director and principal shareholder of
the Company rents offices from the
Company and was billed $19,280 in 1997. In addition, the Company
provided the company owned by the Director with technical
services and was billed $87,232 in 1997.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
No disagreements with accountants in any accounting and
financial disclosures occurred during the fiscal years ended
December 31, 1996 and December 31, 1997.
SELECTION OF ERNST & YOUNG LLP
The Board of Directors has selected Ernst & Young LLP to act
as auditors of the Company for the current fiscal year. The
Board of Directors believes that it is desirable to engage their
services for the current fiscal year because Ernst & Young
competently acted as the Company's auditors for the last fiscal
year. Representatives of Ernst & Young are expected to attend
the Annual Meeting and will have the opportunity to make a
statement if they desire and will be available to respond to
appropriate questions.
In the event the stockholders fail to ratify the selection
of Ernst & Young LLP, the Board of Directors will consider it a
direction to select other auditors for the subsequent year. Even
if the selection is ratified, the Board of Directors, in its
discretion, may direct the appointment of a new independent
accounting firm at any time during the year, if the Board feels
that such a change would be in the best interests of the Company
and its stockholders.
Ratification of the selection of Ernst & Young LLP as the
Company's auditors for the coming fiscal year requires the
affirmative vote of a majority of the total votes cast by the
holders of record of the shares present and entitled to vote at
the Annual Meeting, a quorum being present.
PROPOSALS OF STOCKHOLDERS FOR 1999 ANNUAL MEETING
If any stockholder wishes to propose an item of business for
consideration at next year's Annual Meeting of Stockholders, the
proposal must be in writing and received by the Secretary of the
Company no later than February 8, 1999.
OTHER BUSINESS
The Board of Directors knows of no other matters to be voted
upon at the Annual Meeting. If any other matters properly come
before the Annual Meeting or any adjournment thereof, it is the
intention of the persons named in the enclosed proxy to vote on
such matters in accordance with their own judgment.
ADDITIONAL INFORMATION
Copies of the 1997 Annual Report of the Company have been
mailed to stockholders. Additional copies of the Annual Report,
as well as this Proxy Statement, Proxy Card(s), and Notice of
Annual Meeting of Stockholders, may be obtained upon written
request from Mark E. Scott, Vice President Finance, Secretary and
Treasurer, Teltronics, Inc., 2150 Whitfield Industrial Way,
Sarasota, Florida 34243.
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-KSB, EXCLUSIVE OF EXHIBITS, WILL
BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS, BENEFICIALLY OR OF
RECORD ON MAY 15, 1998, UPON WRITTEN REQUEST TO THE SECRETARY AT
THE ADDRESS NOTED ABOVE.
BY ORDER OF THE BOARD OF DIRECTORS,
Mark E. Scott
Vice President-Finance and Secretary
<PAGE>
PROXY CARD TELTRONICS, INC.
2150 Whitfield Industrial Way
Sarasota, Florida 34243
Proxy Solicited by the BOARD OF DIRECTORS for the Annual Meeting of
Stockholders June 8, 1998
Ewen R. Cameron, Norman R. Dobiesz and Mark E. Scott, or any of them
individually and each of them with power of substitution, are hereby
appointed Proxies of the undersigned to vote all voting stock of
Teltronics, Inc. owned on the record date by the undersigned at the Annual
Meeting of Stockholders to be held in the principal executive offices of
the Company at 2150 Whitfield Industrial Way, Sarasota, Florida 34243, at
10 a.m. on Monday, June 8, 1998, or any adjournment thereof, upon such
business as may properly come before the meeting, including the items below
as set forth in the Notice of Annual Meeting and the Proxy Statement dated
May 18, 1998.
Election of Directors, Nominees: E. R. Cameron, N. R. Dobiesz, C. S.
Levine and C. Macnab.
(Shares cannot be voted unless this Proxy Card is signed and returned, or
other specific arrangements are made to have the shares represented at the
Annual Meeting.)
Teltronics' Directors recommend a vote FOR proposals 1 and 2. SHARES WILL
BE SO VOTED UNLESS OTHERWISE INDICATED.
Teltronics' Directors recommend a vote FOR proposals 1 and 2.
1. Election of directors (see above)
2. Ratification of appointment of auditors (page 8)
Please complete reverse side
Teltronics, Inc.
Meeting Date: June 8, 1998
1. [_] For All (except as noted below)
[_] Withhold All
Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name below.
____________________________________________
Instructions: Please indicate your voting directions in the ballot area
below.
2. [_] For [_] Against [_] Abstain
____________________________________________
Signature/Date
____________________________________________
Signature/Date
Please sign exactly as name appears hereto. When shares are held as joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full titles as such. If a
corporation or partnership, please sign in full corporate or partnership
name by an authorized officer or person.
