<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
TRANSTECHNOLOGY CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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> 2
[TRANSTECHNOLOGY LOGO]
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 13, 2000
To the Stockholders of
TransTechnology Corporation:
The Annual Meeting of Stockholders (the "Meeting") of TransTechnology
Corporation (the "Company") will be held at 10:00 a.m., EDT, on Thursday, July
13, 2000 at the Somerset Hills Hotel, 200 Liberty Corner Road, Warren, New
Jersey, to consider and act upon the following matters:
1. To elect nine directors of the Company; and
2. To transact such other business as may properly come before the
meeting.
Only the stockholders of record at the close of business on May 24, 2000 will be
entitled to notice of and to vote at the Meeting or any adjournment or
adjournments thereof. A copy of the Company's Annual Report to Stockholders,
including financial statements for the fiscal year ended March 31, 2000, is
enclosed with this Notice of Annual Meeting.
Whether or not you expect to attend the Meeting, you are urged to sign, date and
return the enclosed proxy in the prepaid envelope provided. All shares
represented by the enclosed proxy, if the proxy is properly executed and
returned, will be voted as you direct. Your proxy will not be used if you attend
the Meeting and vote in person.
By Order of the Board of Directors
/S/ GERALD C. HARVEY
GERALD C. HARVEY
Vice President, Secretary and General
Counsel
Liberty Corner, New Jersey
June 15, 2000
<PAGE> 3
--------------------------------------------------------------------------------
[TRANSTECHNOLOGY LOGO] 150 Allen Road, Liberty Corner, New Jersey 07938
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement (first mailed to shareholders on or about June 15, 2000) is
furnished in connection with the solicitation of proxies by the Board of
Directors (the "Board") of TransTechnology Corporation (the "Company") for use
at the Annual Meeting of Stockholders of the Company (the "Meeting") to be held
on Thursday, July 13, 2000 at 10:00 a.m., EDT, at the Somerset Hills Hotel,
Warren, New Jersey, and any adjournments thereof. All proxies which are properly
completed, signed and returned to the Company prior to the Meeting will be voted
as provided therein. Any proxy given by a shareholder may be revoked at any time
before it is exercised by filing an instrument revoking it with the Secretary of
the Company, by submitting to the Company a duly executed proxy bearing a later
date, or by voting in person at the Meeting.
The only voting securities of the Company consist of its Common Stock, $0.01 par
value per share (the "Common Stock"). The close of business on May 24, 2000 has
been fixed as the record date for the determination of holders of shares of
Common Stock entitled to vote at the Meeting, and any adjournments thereof. As
of that date, the Company had 6,144,838 shares of Common Stock outstanding. The
holders of shares of Common Stock on the record date are entitled to vote.
The holders of record of a majority of the outstanding shares of Common Stock
will constitute a quorum for the transaction of business at the Meeting. As to
all matters to be considered at the Meeting and any adjournments thereof, each
stockholder is entitled to one vote for each share of Common Stock he or she
holds. The director nominees who receive the greatest number of votes at the
Meeting will be elected to the Board of Directors of the Company. Votes against
a candidate have no legal effect. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulations of the votes
cast on proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
Stockholders are not entitled to cumulate votes.
The cost of preparing, assembling, printing and mailing this Proxy Statement and
the accompanying form of proxy, and the cost of soliciting proxies relating to
the Meeting will be paid by the Company. The original solicitation of proxies by
mail may be supplemented by telephone, telegram and personal solicitation. The
Company has engaged Beacon Hill Partners, Inc. to assist in the solicitation of
proxies. It is expected that such firm will be paid approximately $3,500 for
such services and will be
--------------------------------------------------------------------------------
1
<PAGE> 4
--------------------------------------------------------------------------------
indemnified for matters arising out of this engagement including liabilities
arising under securities laws. In addition, the Company may request banks and
brokers to solicit their customers who beneficially own Common Stock listed of
record in names of nominees, and will reimburse such banks and brokers for their
reasonable out-of-pocket expenses of such solicitation.
For purposes of this Proxy Statement, the fiscal year ended March 31, 2000 shall
be referred to as the fiscal year of 2000 or fiscal 2000.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Board of Directors of the Company is elected annually. The Certificate of
Incorporation and Bylaws of the Company provide that the number of directors of
the Company shall be not less than five nor more than fifteen, with the exact
number to be fixed by the Bylaws. The Bylaws have been amended by the Board of
Directors to provide that, effective on July 13, 2000, the exact number of
directors is fixed at nine. Unless otherwise instructed, the proxies received
will be voted for the election of the nominees named below. Although it is not
anticipated that any of the nominees will be unable to serve, in the event any
nominee is unable or declines to serve as a director at the time of the Meeting,
the proxy holders will vote for substitute nominees at their discretion.
No arrangement or understanding exists between any nominee and any other person
or persons pursuant to which any nominee was or is to be selected as a director
or nominee. None of the nominees has any family relationship among themselves or
with any executive officer of the Company.
INFORMATION CONCERNING INCUMBENT DIRECTORS AND NOMINEES TO THE BOARD OF
DIRECTORS
Set out below is information about each nominee for election as a director. The
information was obtained from the Company's records or from information
furnished directly by the individual.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POSITION WITH DIRECTOR
NAME THE COMPANY AGE SINCE
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------
Daniel H. Abramowitz Nominee 35
Gideon Argov Director 43 1995
Walter Belleville Director 73 1992
Michael J. Berthelot Chairman of the Board of Directors, President and 50 1991
Chief Executive Officer
Thomas V. Chema Director 53 1992
John H. Dalton Director 58 1999
Michel Glouchevitch Director 46 1996
James A. Lawrence Director 47 1992
William J. Recker Director 57 1997
-----------------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
2
<PAGE> 5
--------------------------------------------------------------------------------
MR. ABRAMOWITZ has been President of Hillson Financial Management Inc., a
private investment management company, since its formation in 1990.
MR. ARGOV has been Chairman, President and Chief Executive Officer of Kollmorgen
Corporation, a company with revenues of $260 million which manufactures high
performance electronic motion control components and systems, since 1991.
MR. BELLEVILLE has been Chairman of ATI Machinery, Inc., the largest Caterpillar
tractor rental and leasing company in the western United States, since 1983, and
was Chief Executive Officer and Chairman of ATI Machinery, Inc. from 1983 to
1998. Additionally, since 1985 he has been Chairman of the Board of Sav-Trac of
Arizona, Inc., a heavy equipment repair facility. From 1985 to 1995, Mr.
Belleville served as President and Chief Executive Officer of Happy Horizons,
Inc., an aircraft brokerage firm, and President of Pacific Plus, Inc., a
consulting firm specializing in turnarounds of troubled companies.
MR. BERTHELOT was the Company's Chairman of the Board of Directors, President
and Chief Executive Officer from October 1992 to July 1995. He served as
Chairman and Chief Executive Officer from July 1995 to June 1998. Mr. Berthelot
has been the Company's Chairman of the Board of Directors, President and Chief
Executive Officer since July 1998. Mr. Berthelot has been Chief Executive
Officer of Canterbury Holdings Corporation, a private investment company, since
September 1981.
MR. CHEMA has been a partner specializing in energy and telecommunications
consulting, in the Cleveland, Ohio law firm of Arter & Hadden since 1989. From
January 1990 to February 1996, he served as Chairman of the Ohio Building
Authority, an independent state agency that is responsible for financing and
operating state office buildings and other facilities for the State of Ohio.
From May 1990 to July 1995, Mr. Chema also served as Executive Director of the
Gateway Economic Development Corporation of Greater Cleveland, a not-for-profit
corporation chartered to build a baseball stadium and arena in downtown
Cleveland. Mr. Chema is President of Gateway Consultants, Inc., a firm he
founded in 1995 to provide consulting services relative to the financing and
development of public assembly facilities such as ballparks, stadiums, and
arenas.
MR. DALTON was appointed Secretary of the Navy by President Clinton in 1993 and
served in that capacity until 1998. He has been Chairman and CEO of Metal
Technology since October 1999 and a member of the Board of Directors of Metal
Technology since March 1999; Cantor Exchange since April 1999; Fresh Del Monte
Produce Inc., since May 1999; and Niagara Mohawk Holdings since August 1999.
MR. GLOUCHEVITCH is an independent investment advisor. From 1992 to 2000 he was
Managing Director of Triumph Capital Group, Inc., a manager of institutional
funds making private equity investments in middle market companies. From 1988 to
1991, he was a general partner in Riordan Venture Management, managing the
personal assets of Richard J. Riordan, now mayor of Los Angeles.
MR. LAWRENCE has been Executive Vice President and Chief Financial Officer of
General Mills since 1998. From 1996 to 1998 he served as Executive Vice
President and Chief Financial Officer of Northwest Airlines, Inc. From 1993 to
1996, he served as President and Chief Execu-
--------------------------------------------------------------------------------
3
<PAGE> 6
--------------------------------------------------------------------------------
tive Officer, Asia/Middle East/Africa of the Pepsi-Cola Company.
MR. RECKER has been Chairman of the Board of Gretag Imaging Holding AG since
1998 and was President and CEO of Gretag Imaging Group, Inc. since 1990, a
publicly traded Swiss company serving the photofinishing and imaging industry.
He serves on the Board of Gretag-Macbeth [Holding] AG, a Swiss public company
producing products for color control and confirmation in the graphic arts,
textile and coatings industry.
THE BOARD OF DIRECTORS
The incumbent directors were elected as directors of the Company at the last
annual meeting of stockholders of the Company which was held in July 1999. The
Board of Directors has nominated Mr. Abramowitz to fill a new seat on the Board
created effective July 13, 2000.
COMMITTEES
The Board of Directors has a standing Audit Committee, Nominating Committee, and
Incentives and Compensation Committee.
The Audit Committee reviews with the Company's independent auditing firm the
results of the firm's annual examination, advises the full Board regarding its
findings and provides assistance to the full Board in matters involving
financial statements and financial controls. The Audit Committee is composed of
Board members who are not officers, employees or affiliates of the Company or
its subsidiaries. The Audit Committee, which consists of Messrs. Argov,
Belleville and Lawrence, held three meetings during fiscal 2000.
The Nominating Committee establishes the criteria for, and reviews the
qualifications of individuals for, nomination to the Board of Directors and to
committees of the Board. In addition, the Nominating Committee presents
recommendations for replacement directors when vacancies occur on the Board or
committees thereof. The Nominating Committee may consider nominees recommended
by stockholders in writing to the Secretary of the Company. This committee,
which consists of Messrs. Berthelot, Chema, Dalton and Glouchevitch, held one
meeting during fiscal 2000.
The Incentives and Compensation Committee reviews management's proposals and
makes recommendations to the full Board for compensation and incentives for key
employees and officers of the Company. This committee is comprised solely of
directors who are not employees of the Company or its subsidiaries and who are
not eligible to receive cash bonuses or any other type of incentive
compensation. The Incentives and Compensation Committee, which presently
consists of Messrs. Belleville, Chema and Lawrence, held one meeting during
fiscal 2000.
MEETINGS AND REMUNERATION
During the fiscal year ended March 31, 2000, the Board of Directors held nine
meetings. Each incumbent director attended at least 75% of the aggregate of (i)
the total number of meetings held by the Board of Directors during fiscal 2000
(held during the period for which he has been a director) and (ii) the total
number of meetings held by all committees of the Board of Directors on which he
served during that period.
The Company pays its non-employee directors a $5,000 annual retainer and $2,500
for each Board of Directors meeting attended. Meeting
--------------------------------------------------------------------------------
4
<PAGE> 7
--------------------------------------------------------------------------------
fees are also paid for attendance via conference telephone if such meetings last
longer than thirty minutes. Directors are paid their $5,000 annual retainer in
Company Common Stock rather than cash. In addition, each non-employee director
is granted a Stock Option to purchase the same number of shares that he owned on
(a) the date that is sixty days after his election to the Board if that date
occurs after September 11, 1994, or (b) on September 12, 1994 if the director
had served on the Board prior to that date. In addition, non-employee directors
are entitled to receive a matching option for each share of the Company's Common
Stock that they purchase on the open market, with the strike price of the option
being the purchase price of the share, up to a maximum of 5,000 options in any
twelve month period or 15,000 options over a three year period, pursuant to the
requirements of the 1998 Non-Employee Directors Stock Option Plan. In addition,
the Company reimburses its directors for expenses incurred on behalf of the
Company. Non-employee directors are also paid a retainer (in Common Stock) for
serving on committees and fees (in cash) for attending committee meetings.
Annual retainers for the Chairmen of the Audit Committee and of the Compensation
and Incentives Committee are $4,200 and $3,000 for other members. Attendance at
meetings of these committees is compensated at $800 per meeting. The Chairman of
the Nominating Committee receives a $3,700 annual retainer while the other
committee members receive $2,500. Attendance at Nominating Committee meetings is
compensated at $900 per meeting.
SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS, NOMINEES FOR
DIRECTOR AND OFFICERS
The following table sets out certain information regarding the beneficial
ownership of the Common Stock as of May 24, 2000 (except as set out in the
footnotes) by (i) each person who is known by the Company to be the beneficial
owner of more than 5% of the Common Stock, (ii) each director and nominee for
director of the Company, individually, (iii) the Chief Executive Officer of the
Company, (iv) each of the other four most highly compensated executive officers
of the Company whose compensation exceeded $100,000 in fiscal 2000, and (v) all
directors and executive officers as a group:
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF PERCENTAGE OF
NAME COMMON STOCK(1) COMMON STOCK(1)
---------------------------------------------------------------------------------------------
<S> <C> <C>
Arch C. Scurlock 1,137,740(2) 18.5
c/o Research Industries, Incorporated
123 North Pitt Street
Alexandria, Virginia 22314
T. Rowe Price Associates, Inc. 516,900(3) 8.4
100 East Pratt Street
Baltimore, Maryland 21202
David L. Babson and Company Incorporated 514,400(4) 8.4
One Memorial Drive
Cambridge, Massachusetts 02142
</TABLE>
--------------------------------------------------------------------------------
5
<PAGE> 8
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF PERCENTAGE OF
NAME COMMON STOCK(1) COMMON STOCK(1)
---------------------------------------------------------------------------------------------
<S> <C> <C>
Dimensional Fund Advisors Inc. 489,515(5) 8.0
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Daniel H. Abramowitz 187,000(6) 3.0
Gideon Argov 9,830(7) *
Walter Belleville 18,108(8) *
Michael J. Berthelot 295,117(9) 4.8
Thomas V. Chema 2,172 *
John H. Dalton 13,543 *
Michel Glouchevitch 21,524(10) *
Gerald C. Harvey 29,642(11) *
James A. Lawrence 72,687(12) 1.2
William Recker 22,610(13) *
Joseph F. Spanier 31,939(14) *
Robert Tunno 44,140(15) *
Robert L. G. White 34,708(16) *
Directors and executive officers as a group 625,567(17) 9.8
(13 persons)
</TABLE>
--------------------------------------------------------------------------------
* Less than 1%.
(1) Except as set out in these footnotes, the persons named in this table have
sole voting power and investment power with respect to all shares of Common
Stock shown as beneficially owned by them, subject to community property
laws where applicable and the information contained in this table and these
notes.
(2) Includes 1,099,000 shares of Common Stock owned by Research Industries,
Incorporated, of which Dr. Scurlock owns 95% of the outstanding shares of
stock.
(3) Based on a February 8, 2000 filing on Schedule 13G with the Securities and
Exchange Commission, these securities are owned by various individual and
institutional investors with respect to which T. Rowe Price Associates,
Inc. (Price Associates) serves as investment advisor with power to direct
investments and/or sole power to vote the securities with respect to
175,900 shares. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities.
(4) Based on a February 10, 2000 filing on Schedule 13G with the Securities and
Exchange Commission, David L. Babson and Company Incorporated owned this
amount of shares of Common Stock as of December 31, 1999.
(5) Based on a February 4, 2000 filing on Schedule 13G with the Securities and
Exchange Commission, Dimensional Fund Advisors Inc. ("Dimensional"), a
registered investment advisor, is deemed to have beneficial ownership of
489,515 shares of Common Stock as of December 31, 1999, all of which shares
are held in portfolios of four investment companies registered under the
Investment Company Act of 1940 and certain other co-mingled group trusts
and separate accounts, and for all of which Dimensional serves as
investment manager. Dimensional has informed the Company in writing that it
disclaims beneficial ownership of all such shares.
(6) Mr. Abramowitz is a nominee for director. Based on information provided to
the Company by Mr. Abramowitz, 183,500 shares are owned by Hillson Partners
Limited Partnership, of which Hillson Financial Management, Inc. is the
general partner. Mr. Abramowitz is the President and controlling
stockholder of Hillson Financial Management, Inc. Mr. Abramowitz has sole
voting power and sole investment power with respect to the 183,500 shares
owned by Hillson Partners Limited Partnership.
(7) Includes 3,000 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
--------------------------------------------------------------------------------
6
<PAGE> 9
--------------------------------------------------------------------------------
(8) Includes 4,000 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
(9) Includes 52,333 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
(10) Includes 10,000 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
(11) Includes 28,417 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
(12) Includes 10,000 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
(13) Includes 11,000 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
(14) Includes 29,667 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
(15) Includes 22,667 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
(16) Includes 14,334 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
(17) Includes 214,753 shares issuable with respect to options exercisable within
60 days of May 24, 2000.
EXECUTIVE OFFICERS, COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
Set out in the table below are the names, ages and positions held of all persons
who were executive officers of the Company as of May 24, 2000.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POSITION WITH EXECUTIVE
NAME THE COMPANY AGE OFFICER
------------------------------------------------------------------------------------ SINCE
<S> <C> <C> <C>
Michael J. Berthelot Chairman of the Board of Directors, President 50 1992
and Chief Executive Officer
Joseph F. Spanier Vice President, Chief Financial Officer and 53 1996
Treasurer
Gerald C. Harvey Vice President, Secretary and General Counsel 50 1996
Robert Tunno President -- Industrial Products Group 53 1998
Robert L. G. White President -- Aerospace Products Group 58 1998
Ulf Lennart Jemsby President -- TransTechnology Engineered Rings 59 1998
Group
------------------------------------------------------------------------------------------------
</TABLE>
Except for Group Presidents, who are appointed by the Chairman, President and
Chief Executive Officer of the Company, executive officers of the Company are
elected by and serve at the discretion of the Board of Directors. No arrangement
exists between any executive officer and any other person or persons pursuant to
which any executive officer was or is to be selected as an executive officer.
None of the executive officers has any family relationship to any nominee for
director or to any other executive officer of the Company. Set out below is a
brief description of the business experience for the previous five years of
those executive officers who are not also directors. For information concerning
the business experience of Mr. Berthelot, see "Information Concerning Incumbent
Directors and Nominees to the Board of Directors," above.
MR. SPANIER has been Vice President, Chief Financial Officer and Treasurer of
the Company since January 1997. From November 1996 to
--------------------------------------------------------------------------------
7
<PAGE> 10
--------------------------------------------------------------------------------
January 1997 he served as Vice President of Finance. From November 1994 to 1996,
he served as Chief Financial Officer and Vice President of Financial
Administration of MG Industries, a manufacturer of industrial gases and a
subsidiary of Hoechst AG.
MR. HARVEY has been Vice President, Secretary and General Counsel of the Company
since February 1996. From 1994 to 1996 Mr. Harvey was a member of the law firm
of Pfaltz & Woller, P.A.
MR. TUNNO has been President -- Industrial Products Group, formerly the Domestic
Industrial Products Group, since April 1, 1998. From 1984 to April 1998, he was
President of the Breeze Industrial Products division.
MR. WHITE has been President -- Aerospace Products Group since April 1, 1998. He
has also been the President of the Breeze-Eastern division since April 1994.
MR. JEMSBY has been President -- TransTechnology Engineered Rings Group,
formerly the International Industrial Products Group, since April 1, 1998. He
has also been the Managing Director of Seeger Orbis GmbH & Co. OHG, a subsidiary
of the Company, since July 1995. From 1994 to 1995, he was Managing Director of
Seeger-Orbis GmbH, Germany and from 1991 to 1994, he was Managing Director of
SKF (UK) Ltd., Luton, England.
--------------------------------------------------------------------------------
8
<PAGE> 11
--------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and long-term
compensation for services in all capacities to the Company in the fiscal years
ended March 31, 2000, 1999 and 1998, of those persons who were, at March 31,
2000 (i) the Chief Executive Officer and (ii) the other four most highly
compensated executive officers of the Company whose compensation exceeded
$100,000 in fiscal 2000. During each fiscal year in the three year period ended
March 31, 2000, no executive officer named above received perquisites and other
personal benefits, securities or property in an aggregate amount in excess of
the lesser of $50,000 or 10% of such executive officer's annual salary and
bonus.
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
----------------------------------
AWARDS
---------- PAYOUTS
ANNUAL COMPENSATION RESTRICTED SECURITIES --------
----------------------------------------- STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS OTHER ANNUAL AWARDS OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR (1) (2) COMPENSATION (3) (#) (4) (5)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------
Michael J. Berthelot 2000 $379,027 $250,364 $25,033 60,000 $21,256
Chairman, President 1999 399,808 230,991 23,108 13,600 $784,629 18,736
and Chief Executive 1998 385,000 173,721 17,384 9,000 19,302
Officer
Joseph F. Spanier 2000 178,596 134,064 13,408 10,000 20,196
Vice President, Chief 1999 186,923 113,746 11,373 10,700 171,720 18,311
Financial Officer and 1998 180,000 35,000 3,505 6,000 13,182
Treasurer
Gerald C. Harvey 2000 144,846 138,343 13,834 10,000 20,149
Vice President, 1999 150,577 64,135 6,411 9,500 157,339 17,367
Secretary and 1998 142,077 48,234 4,830 6,000 18,003
General Counsel
Robert Tunno 2000 194,230 101,275 10,114 4,000 44,458(6)
President, Industrial 1999 204,615 129,362 12,934 7,400 305,946 34,734(6)
Products Group 1998 165,347 58,843 5,889 6,000 16,687
Robert L. G. White 2000 179,615 90,869 9,087 6,000 12,381
President, Aerospace 1999 174,999 110,761 11,066 7,188 679,471 13,850
Products Group 1998 172,077 103,992 10,414 6,000 24,508
</TABLE>
--------------------------------------------------------------------------------
(1) Amounts shown include compensation earned and received by executive officers
as well as amounts earned but deferred at the election of those officers
under the Company's 401(K) plan. Salary amounts for fiscal 2000 are lower
than those for fiscal 1999 due to pay period schedules.
(2) Represents annual cash bonus payments made to executive officers pursuant to
the Company's Incentive Compensation Plan in effect for the subject fiscal
year.
(3) Represents the dollar value of awards of restricted stock during each year
indicated calculated by multiplying the fair market value of a share of
Common Stock on the date of grant by the number of shares awarded. During
fiscal year 2000, awards of restricted stock were granted to each of the
named executive officers on May 18, 1999, at which time the fair market
value of a share of Common Stock was $19.375. During fiscal year 1999,
awards of restricted stock were granted to each of the named executive
officers on May 19, 1998, at which time the fair market value of a share of
Common Stock was $27.8750. During fiscal year 1998, awards of restricted
stock were granted to each of the named executive officers on May 19, 1997,
at which time the fair market value of a share of Common Stock was $20.38.
An aggregate of 5,324 shares of
--------------------------------------------------------------------------------
9
<PAGE> 12
--------------------------------------------------------------------------------
restricted stock were held for the benefit of the named executive officers
at 2000 fiscal year-end. Forfeiture provisions as to such shares lapse in
annual increments of one-third each year. The executive officers receive
dividends on issued shares still subject to forfeiture.
(4) Represents payments made pursuant to the Fiscal Years' 1996-1998 Incentive
Compensation Plan.
(5) These amounts include the Company's contributions to the Company's
Retirement Savings Plan and insurance premiums paid by the Company under the
Company's group benefits plan.
(6) The amount includes relocation expenses of $24,000 and $11,575 paid to Mr.
Tunno in fiscal 2000 and 1999 respectively.
Restricted Stock Awards. The following table sets forth information concerning
long-term incentive plan awards in the form of restricted stock awarded during
fiscal 2000 to each of the named executive officers of the Company.
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL 2000(1)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER MATURATION
NAME RIGHTS(#) OR PAYOUT
<S> <C> <C>
-------------------------------------------------------------------------------------------------
Michael J. Berthelot 1,312 3 years
Joseph F. Spanier 692 3 years
Gerald C. Harvey 714 3 years
Robert Tunno 369 3 years
Robert L. G. White 466 3 years
</TABLE>
--------------------------------------------------------------------------------
(1) Restricted share awards are calculated based upon a cash bonus pool, which
is itself based upon annual profit. The number of restricted shares awarded
in a given year is equal to the number of shares that could be purchased at
the closing price of the Common Stock on the date of the award (which price
was $19.375 on the date of the awards in fiscal 2000) with 10% of the cash
bonus pool. The cash bonus is described under the heading "Incentive
Compensation Plans," below.
Incentive Compensation Plans. The fiscal year 1999-2001 Annual Cash Bonus and
Incentive Compensation Plan (the "'99-'01 Plan") provides for the award of cash
bonuses and stock options based upon operating results. Results are measured by
a wide range of goals which must be met, including goals for operating income,
return on investment, individual strategic and/or operational issues,
profitability, achievement of plan and annual income growth. The stock feature
of the '99-'01 Plan provides for the award of restricted stock and stock options
to executive officers, division presidents and other key personnel. The number
of restricted shares awarded is equal to the number of shares that could be
purchased at the closing price of the Common Stock on the date immediately
preceding the date the Incentives and Compensation Committee of the Board of
Directors approved the bonus pool for the fiscal year just ended with 10% of the
cash bonus pool. Voting and dividend rights vest immediately. Restrictions on
sale lapse over three years in annual one-third increments. Shares for which
restrictions have not yet expired are forfeited upon termination of employment.
Stock options are awarded at an exercise price equal to the fair market value of
the shares of Common Stock on the date of grant. Options awarded with the annual
cash bonus become exercisable in annual equal installments over three years and
expire five years after grant date. Options awarded as part of the long term
feature of the '99-'01 Plan
--------------------------------------------------------------------------------
10
<PAGE> 13
--------------------------------------------------------------------------------
described in the report of the Incentives and Compensation Committee set out
below vest at the end of the three-year plan period and expire five years after
grant date. Both restricted stock and stock options are awarded pursuant to the
Amended and Restated 1992 Long Term Incentive Plan, and the 1999 Long Term
Incentive Plan, which plans provide mechanisms for awarding various kinds of
stock based awards.
Retirement Plans. The executive officers are participants in the
TransTechnology Corporation Retirement Savings Plan (the "Retirement Savings
Plan"), a defined contribution plan under Section 401(k) of the Internal Revenue
Code which covers non-union employees who have been employed by the Company for
more than one year. Approximately 1,433 employees participate in the Retirement
Savings Plan. Benefits are payable on retirement, disability, death, or other
separation from service. Participants in the Retirement Savings Plan may defer
receipt and taxation of up to 15% of their compensation by contributing such
compensation to the Plan. The Company contributes a minimum of 3% and a maximum
of 6% of employees' compensation to the Retirement Savings Plan, depending on
the level of contribution by each employee.
Change in Control Agreements. The Company has entered into severance agreements
with each of Messrs. Berthelot, Spanier, Harvey, Tunno and White (the "Severance
Agreements") which provide for payments only in the event of termination of
employment during the term of the Severance Agreements following within 24
months after a change in control of the Company where such termination is other
than for cause or the executive resigns for good reason which includes reduction
in compensation, benefits or responsibilities, relocation by more than 50 miles
of the executive's primary worksite, adverse alteration of the executive's
office space and administrative support, or failure by the Company to obtain an
agreement from any successor or assignee corporation to assume and perform the
Severance Agreements. Benefits under the Severance Agreements are equal to 200%
of the executive's annual salary, the executive's average bonuses during the two
years preceding the change of control, earned but unused vacation and sick time,
the fair market value of accrued but unvested restricted stock and stock options
outstanding, and all accrued but unpaid salary. The benefits due under the
Severance Agreements are in addition to all amounts payable to each of the
executives pursuant to the Company's other agreements and benefit plans then in
effect, except that any amount paid to any of the executives pursuant to the
Corporate Severance Pay Plan shall be credited against amounts due under the
Severance Agreements. The Severance Agreements provide for no benefits in the
event the executive is terminated for cause and (except in the event that the
executive is convicted of a felony, a crime involving moral turpitude or a crime
adverse to the Company's welfare) fails to cure the alleged breach within 30
days after the executive has been notified by the Company's Board of Directors.
The initial term of each of the Severance Agreements is for two years and each
of the Severance Agreements with Messrs. Harvey, Spanier, Tunno and White has
been extended in writing by the parties for an additional two year term.
Executive Life Insurance Plan. The Company maintains life insurance policies
for its executive officers which supplement the group life policies available to
all salaried employees.
--------------------------------------------------------------------------------
11
<PAGE> 14
--------------------------------------------------------------------------------
STOCK OPTIONS
The following table sets forth information concerning options granted during
fiscal 2000 to each of the named executive officers of the Company identified in
the Summary Compensation Table.
OPTION/SAR GRANTS IN FISCAL 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
--------------------------------------------- ---------------------
% OF
TOTAL
OPTIONS/
SARS EXERCISE
OPTIONS/ GRANTED TO OR BASE
SARS EMPLOYEES PRICE
GRANTED IN FISCAL $ PER EXPIRATION
NAME (#)(1) YEAR SHARE DATE 5% ($) 10% ($)
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Berthelot 10,000 32 19.9375 5/19/09 125,386 317,752
50,000 17.625 7/15/09 554,215 1,731,520
Joseph F. Spanier 10,000 5 19.9375 5/19/09 125,386 317,752
Gerald C. Harvey 10,000 5 19.9375 5/19/09 125,386 317,752
Robert Tunno 4,000 2 19.9375 5/19/09 50,154 127,101
Robert L. G. White 6,000 3 19.9375 5/19/09 75,232 190,651
</TABLE>
--------------------------------------------------------------------------------
(1) Amounts shown represent stock options only. No stock appreciation rights
(SARs) were awarded.
--------------------------------------------------------------------------------
12
<PAGE> 15
--------------------------------------------------------------------------------
The following table summarizes option exercises during fiscal 2000 and the total
number and value of exercisable and unexercisable stock options held by each of
the named executive officers on March 31, 2000, the last day of fiscal 2000.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 2000 AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END(#) AT FY-END($)
------------- --------------------
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael J. Berthelot 60,000 180,000 26,667/73,933 5,346/0
Joseph F. Spanier 0 0 21,667/20,033 0/0
Gerald C. Harvey 0 0 20,417/18,833 0/0
Robert Tunno 10,000 30,000 17,667/11,733 3,564/0
Robert L.G. White 0 0 8,667/13,521 0/0
-----------------------------------------------------------------------------------------------------
</TABLE>
REPORT OF THE INCENTIVES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Incentives and Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of independent outside directors. The
Committee is responsible for establishing policies and implementing programs
relating to executive compensation. The entire Board of Directors reviews all
decisions of the Committee relating to compensation of the Company's executive
officers, except for decisions relating to stock based awards, which under the
Amended and Restated 1992 Long Term Incentive Plan, and the 1999 Long Term
Incentive Plan, may be made by the Committee.
The Committee's philosophy regarding executive compensation is that a
compensation program should (i) support the achievement of desired Company
performance; (ii) provide compensation that will attract and retain qualified
executives and reward performance; (iii) align the executive officers' interests
with shareholders' interests as well as the overall success of the Company by
placing a portion of pay at risk; and (iv) encourage management's stake in the
long-term performance and success of the Company.
The methodology for setting base salary of the executive officers consists of
(i) determining marketplace compensation by comparing the Company to groups of
other corporations with similar characteristics and (ii) evaluating each
executive's performance as well as the performance of the Company as a whole.
Each year the performance of executive officers and division presidents is
evaluated by the Chief Executive Officer and in turn the Chief Executive Officer
is evaluated by the outside members of the Board of Directors. The evaluation is
based upon individualized performance objectives designated at the beginning of
the
--------------------------------------------------------------------------------
13
<PAGE> 16
--------------------------------------------------------------------------------
fiscal year and at the time of the last performance evaluation.
The methodology for determining bonuses for Fiscal Years 1996-1998 and 1999-2001
has been set out in Incentive Compensation Plans which are consistent with the
Committee's philosophy regarding executive compensation. The compensation
reflected in this proxy statement includes the results of the Incentive
Compensation Plans which are briefly described here.
The Incentive Compensation Plans include an annual bonus feature which is an
important tool in providing incentive both for short-term and long-term
performance. Cash and restricted stock awards are paid upon achieving or
exceeding target levels of quantitative performance measures. Such performance
measures are tied directly to the Company's annual business plan. Executive
officers, including Mr. Berthelot, earn no bonus unless 80% of the business
plan's profit goals are met. The business plan is prepared and approved prior to
the start of the fiscal year. The Incentive Compensation Plans measure
performance factors against targets for income before taxes, profit growth,
productivity growth, return on investment, cash flow, meeting budgets and
achievement of individual performance objectives.
In addition to the restricted stock awards described above, executive officers
and division presidents receive incentive stock options. Stock options are based
upon marketplace compensation studies and are awarded individually each year at
an exercise price equal to the Common Stock's fair market value on the date of
grant. Stock options vest over a three-year period and cannot be repriced.
Both the '96-'98 Plan and the '99-'01 Plan include a long term portion
structured to reward the achievement of increased value of the entity over the
long term. This latter portion of the bonus is only earned and awarded at the
end of a three-year period based upon the increase in the enterprise value of
the Company, or a division of the Company, as the case may be, which exceeds a
compounded rate under the '96-'98 Plan of 12% per annum, raised to 15% per annum
under the '99-'01 Plan, and other goals established from time to time by the
Committee. (The respective 12% and 15% per annum hurdle rates were established
to represent the overall return an investor would seek at the beginning of the
three-year measuring period). Under the '96-'98 Plan, the bonus earned and
awarded was paid in cash. The '99-'01 Plan provides that a portion of the bonus,
equal to 45% at target enterprise value, will be paid in market priced stock
options which vest at the end of the three-year plan period. It is the purpose
of the Committee and the Board in implementing this feature of the senior
managers' incentive compensation program to encourage and reward long term
growth in the value of the Company.
Mr. Berthelot's compensation, including base compensation, cash bonus and stock
awards is determined by the same methodology as described above for all
executive officers. Applying this methodology for fiscal year 2000, Mr.
Berthelot was not awarded a cash bonus or restricted shares for fiscal year 2000
or a salary increase for fiscal year 2001.
WALTER BELLEVILLE
THOMAS V. CHEMA
JAMES A. LAWRENCE
--------------------------------------------------------------------------------
14
<PAGE> 17
--------------------------------------------------------------------------------
COMPANY PERFORMANCE
The following graph shows a comparison of cumulative total returns for the
Company, Standard & Poor's 500 Index and a Company-constructed Peer Group Index
(consisting of public companies which manufacture products that are similar to
the Company's products) for the last five fiscal years. Total returns are based
on market capitalization. Peer group indices use beginning of period market
capitalization weighting. Total return assumes reinvestment of dividends.
[5 YEAR CUMULATIVE TOTAL RETURN SUMMARY]
<TABLE>
<S> <C> <C>
TRANSTECHNOLOGY CORP S & P 500
1995 100 100
1996 134.65 132.1
1997 194.46 158.29
1998 276.95 234.26
1999 153.49 277.51
2000 116.45 327.31
<S> <C>
PEER GROUP ONLY
1995 100
1996 137
1997 174.37
1998 277.82
1999 260.84
2000 233.09
</TABLE>
* ASSUMES INITIAL INVESTMENT OF $100.
Peer Group includes: Chicago Rivet & Machine, Fairchild Industries, Federal
Screw, ITW, Park-Ohio Industries, Penn Engineering & Manufacturing and SPS
Technologies.
--------------------------------------------------------------------------------
15
<PAGE> 18
--------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain of its officers, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than 10 percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that a Form 5 was not
required to be filed for those persons, the Company believes that from April 1,
1999 to March 31, 2000, all persons subject to the reporting requirements of
Section 16(a) filed the reports on a timely basis except for one report on Form
4 filed by Mr. Berthelot on November 19, 1999, which should have been filed by
November 10, 1999, reporting transactions which occurred in October 1999.
RELATIONSHIP WITH THE COMPANY'S AUDITORS
The Company is not selecting or recommending a principal accountant to
stockholders for election, approval or ratification for the current year. The
Company is not required to obtain shareholder approval or ratification of its
selection of its auditors under Delaware law, and the Audit Committee and the
Board of Directors reserve the right to make any change in auditors at any time,
and without shareholder approval, which they deem advisable or necessary.
Representatives of Deloitte & Touche LLP, the Company's principal accountant for
the current year, are expected to be present at the Annual Meeting and will have
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
PROPOSALS FOR SUBMISSION AT NEXT
ANNUAL MEETING
If a stockholder desires to submit a proposal to fellow stockholders at the
Company's annual meeting next year and wishes to have it set forth in the
corresponding proxy statement and identified in the corresponding form of proxy
prepared by management, such stockholder must notify the Company at its
executive offices no later than February 12, 2001.
ANNUAL REPORTS
A copy of the Company's Annual Report for the fiscal year ended March 31, 2000
is being mailed to each stockholder of record together with this Proxy
Statement. The Company has filed with the SEC its Annual Report on Form 10-K for
the fiscal year ended March 31, 2000. This Report contains detailed information
concerning the Company and its operations, supplementary financial information
and certain schedules which are not included in the Annual Report to
Stockholders. A COPY OF THIS REPORT, WITHOUT EXHIBITS, WILL BE FURNISHED TO
STOCKHOLDERS WITHOUT CHARGE UPON REQUEST IN WRITING TO GERALD C. HARVEY,
SECRETARY OF THE COMPANY, AT TRANSTECHNOLOGY CORPORATION, 150 ALLEN ROAD,
LIBERTY CORNER, NEW JERSEY 07938.
--------------------------------------------------------------------------------
16
<PAGE> 19
--------------------------------------------------------------------------------
If requested, the Company will also provide such persons with copies of any
exhibit to the Annual Report on Form 10-K upon the payment of a fee limited to
the Company's reasonable expenses in furnishing such exhibits. Such Report is
not a part of the Company's soliciting material.
OTHER MATTERS
The Board of Directors does not know of any matter to be acted upon at the
Meeting other than the matters described herein. If any other matter properly
comes before the Meeting, the holders of the proxies will vote thereon in
accordance with their best judgment.
By Order of the Board of Directors
/s/ GERALD C. HARVEY
GERALD C. HARVEY
Vice President, Secretary and
General Counsel
Liberty Corner, New Jersey
June 15, 2000
--------------------------------------------------------------------------------
17
<PAGE> 20
TRANSTECHNOLOGY CORPORATION
150 ALLEN ROAD
LIBERTY CORNER, NJ 07938
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael J. Berthelot, Joseph F. Spanier and
Monica Aguirre, or any two of them, as Proxy, each with the power to appoint
his/her substitute, and hereby authorizes them to represent and to vote as
designated on the reverse side, all the shares of Common Stock, Par Value $0.01
per Share, of TransTechnology Corporation held of record by the undersigned on
May 24, 2000, at the annual meeting of shareholders to be held on July 13, 2000,
or any adjournment thereof. This proxy when properly executed will be voted in
the manner directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR the election of all the nominees. This proxy
when properly executed will be voted in the discretion of the Proxy upon such
other business as may properly come before the meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
Please sign exactly as your name(s) appear(s) hereon. 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 the full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
-------------------------------- -------------------------------------
15
<PAGE> 21
----
|
|
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
------------------------------------------------------------------------------
TRANSTECHNOLOGY CORPORATION
------------------------------------------------------------------------------
Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]
CONTROL NUMBER:
RECORD DATE SHARES:
1. Election of Directors For All With- For All
Nominees hold Except
(01) Daniel H. Abramowitz (05) Thomas V. Chema [ ] [ ] [ ]
(02) Gideon Argov (06) John H. Dalton
(03) Walter Belleville (07) Michel Glouchevitch
(04) Michael J. Berthelot (08) James A. Lawrence
(09) William J. Recker
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S(S') NAME(S).
The undersigned hereby confer(s) upon the Proxy discretionary authority with
respect to the election of Directors in the event that any of the above nominees
is unable or unwilling to serve at the meeting.
2. In their discretion, the Proxy is authorized to vote upon such other
business as may properly come before the meeting.
----------------------
Please be sure to sign and date this Proxy. | Date |
------------------------------------------------------|----------------------|
| |
| |
|_______Shareholder sign here_________________________________________________|
DETACH CARD DETACH CARD
