-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, REuHd0vQQ+Abxux2+J/9DvCXjNyFQ+Tpbkpm+1I3UxeJ9C6fr07OK1C15MmyC3Oi TP9cBHqp32OSZzj0Usr6Yw== 0000278352-98-000008.txt : 19980330 0000278352-98-000008.hdr.sgml : 19980330 ACCESSION NUMBER: 0000278352-98-000008 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMBOL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000278352 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 112308681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-09802 FILM NUMBER: 98575666 BUSINESS ADDRESS: STREET 1: ONE SYMBOL PLAZA CITY: HOLTSVILLE STATE: NY ZIP: 11742-1300 BUSINESS PHONE: 5165632400 MAIL ADDRESS: STREET 1: ONE SYMBOL PLAZA CITY: HOLTSVILLE STATE: NY ZIP: 11742-1300 DEF 14A 1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 SYMBOL TECHNOLOGIES, INC. Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(1)(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 date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: SYMBOL TECHNOLOGIES, INC. One Symbol Plaza Holtsville, New York 11742-1300 ____________________ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS May 11, 1998 ____________________ NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Symbol Technologies, Inc. (the "Corporation") will be held at 10:00 A.M., local time, on May 11, 1998 at Symbol Technologies, Inc., World Headquarters, One Symbol Plaza, Holtsville, NY, for the following purposes: 1. To elect nine directors of the Corporation to serve until the next annual meeting of shareholders and until the election and qualification of their respective successors; 2. To ratify the appointment of Deloitte & Touche, independent certified public accountants, as auditors for fiscal year 1998; and 3. To transact such other business as may properly come before the meeting. Only holders of record of the Corporation's Common Stock at the close of business on March 17, 1998 are entitled to notice of, and to vote at, the meeting and any adjournment thereof. Such shareholders may vote in person or by proxy. The stock transfer books of the Corporation will not be closed. Shareholders who find it convenient are cordially invited to attend the meeting in person. If you are not going to do so and wish that your shares be voted, you are requested to fill in, sign, date and return the accompanying proxy in the enclosed envelope. No postage is required if mailed in the United States. By Order of the Board of Directors, Leonard H. Goldner Secretary Dated: March 18, 1998 SYMBOL TECHNOLOGIES, INC. One Symbol Plaza Holtsville, New York 11742-1300 ____________________ PROXY STATEMENT ____________________ This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Symbol Technologies, Inc. (the "Corporation") of proxies to be used at the Annual Meeting of Shareholders of the Corporation to be held at 10:00 A.M., local time on May 11, 1998, at Symbol Technologies, Inc., World Headquarters, One Symbol Plaza, Holtsville, New York, and at any adjournment thereof. If proxy cards in the accompanying form are properly executed and returned, the shares of Common Stock represented thereby will be voted as instructed on the proxy. If no instructions are given, such shares will be voted (1) for the election as directors of the nominees of the Board of Directors named below, (2) to ratify the appointment of Deloitte & Touche as the Corporation's auditors for fiscal 1998, and (3) in the discretion of the proxies named in the proxy card on any other proposals to properly come before the meeting or any adjournment thereof. Any proxy may be revoked by a shareholder prior to its exercise upon written notice to the Secretary of the Corporation, or by the vote of a shareholder cast in person at the meeting. The approximate date of mailing of this Proxy Statement and the accompanying proxy is March 31, 1998. VOTING Holders of record of the Corporation's Common Stock on March 17, 1998, will be entitled to vote at the Annual Meeting or any adjournment thereof. As of that date, there were 39,314,390 shares of Common Stock outstanding and entitled to vote and a majority, or 19,657,196 of these shares, will constitute a quorum for the transaction of business. Share amounts in this Proxy Statement have been adjusted, as appropriate, to reflect the three for two stock split which was effective on April 1, 1997 but do not reflect the three for two stock split which will be effective on April 3, 1998. Each share of Common Stock entitles the holder thereof to one vote on all matters to come before the meeting, including election of directors. Only votes cast "for" a motion constitute affirmative votes. Votes "withheld" or abstentions (including broker non-votes) are considered for quorum purposes but since they are not votes "for" a motion, they will have the same effect as negative votes or votes "against" such matters. Broker non-votes and shares as to which proxy authority has been withheld with respect to any matters are not deemed to be present or represented for purposes of determining whether stockholder approval of that matter has been obtained. The closing price of the Corporation's Common Stock on the New York Stock Exchange on March 2, 1998 was $49.625 per share. -1- Positions and Offices Has Been a Name Age Presently Held With Director the Corporation Since Jerome Swartz 57 Chairman of the Board of Directors, 1975 Chief Executive Officer and Director Harvey P. Mallement 57 Director 1977 Frederic P. Heiman 58 Executive Vice President and Director 1981 Raymond R. Martino 59 Vice Chairman of the Board of Directors 1983 Saul P. Steinberg 58 Director 1985 Lowell C. Freiberg 58 Director 1985 George Bugliarello 70 Director 1992 Charles B. Wang 53 Director 1994 Tomo Razmilovic 55 President, Chief Operating 1995 Officer and Director Dr. Swartz co-founded and has been employed by the Corporation since it commenced operations in 1975. He has been the Chairman of the Board of Directors and Chief Executive Officer of the Corporation for more than the past fifteen years. Dr. Swartz was an industry consultant for the prior 12 years in the areas of optical and electronic systems and instrumentation and has a total of some 150 issued and pending U.S. patents and technical papers to his credit. He is a member of the Board of Trustees of Polytechnic University and a member of the Board of Directors of the Stony Brook Foundation. He is also a fellow of the Institute of Electrical and Electronic Engineers. Mr. Mallement has been one of the Managing General Partners of Harvest Partners, Inc., a private equity and leveraged buyout investment management company, since its inception in April 1981. He is an officer and director of seven privately held companies. -2- Name and Address Amount and Nature of Percent of of Beneficial Owner Beneficial Ownership(1) Common Stock Saul P. Steinberg and 5,379,201(2) 13.7 Reliance Financial Services Corporation Park Avenue Plaza New York, New York 10055 Jennison Associates LLC 3,960,630(3) 10.1 466 Lexington Avenue New York, New York 10017 Prudential Insurance Company Of America 3,817,166(4) 9.7 751 Broad Street Newark, New Jersey 07102-3777 Forstmann-Leff Associates, Inc. 2,924,247(5) 7.5 55 East 52nd Street New York, New York 10055 Edward C. Johnson III and 2,494,100(6) 6.2 F.M.R. Corp. 82 Devonshire Street Boston, Massachusetts Amvescap PLC 2,281,300(7) 5.8 11 Devonshire Square London, EC2M 4YR England _______________ (1) The table identifies any persons having sole voting and investment power with respect to the shares set forth opposite their names as of March 1, 1998 except as otherwise disclosed in the footnotes to the table, according to information publicly filed or otherwise furnished to the Corporation. -5- Name of Individual of Amount and Nature of Percent of Identity of Group Beneficial Ownership(1) Common Stock Jerome Swartz.......... 1, 235,785(2) 3.1 Harvey P. Mallement.... 44,250(3) * Frederic Heiman........ 26,250(4) * Raymond R. Martino..... 132,418 * Saul P. Steinberg...... 5,379,201(5) 13.6 Lowell C. Freiberg..... 42,375(6) * George Bugliarello..... 13,500(7) * Charles B. Wang........... 33,750(8) * Tomo Razmilovic........ 112,539(9) * Richard M. Feldt....... 49,000(10) * Leonard H. Goldner..... 181,510(11) * Kenneth V. Jaeggi...... 1,000 * All executive officers 7,710,273(12) 19.6 and directors as a group. (consisting of 18 individuals) ____________________ * Less than 1% (1) The persons identified in this table have sole voting and investment power with respect to the shares set forth opposite their names, except as otherwise disclosed in the footnotes to the table, according to information furnished to the Corporation by each of them. (2) Represents (i) 825,750 shares which may be acquired pursuant to the exercise of options within 60 days of March 1, 1998, and (ii) 21,900 shares held in trust for the benefit of his family, and (iii) 7,345 shares owned by his wife, and (iv) 380,790 shares owned by Dr. Swartz. Dr. Swartz disclaims beneficial ownership of the shares held by or for the benefit of members of his family. (3) Represents 11,250 shares that may be acquired pursuant to the exercise of options within 60 days of March 1, 1998 and 33,000 shares owned by Mr. Mallement. (4) Represents shares owned jointly by Dr. Heiman and his wife. (4) Represents 5,367,951 shares owned by Reliance Financial and its subsidiaries and 11,250 shares that may be acquired by Mr. Steinberg pursuant to the exercise of options within 60 days of March 1, 1998. See "Principal Shareholders." -8- Equity Interest Share Ownership Position Requirement Requirement Chairman of the Board 7 times TCC 5 times Base Salary President 5 times TCC 3 times Base Salary Executive and Senior Vice President 3 times TCC 2 times Base Salary Vice President 2 times TCC 1 times Base Salary Summary The Committee is responsible for recommending to the Board, for its approval, compensation decisions affecting the Corporation's senior executive officers. The Committee ensures that the overall compensation offered to senior executive officers is consistent with the Corporation's interest in providing competitive pay opportunities, reflective of its pay-for-performance orientation, encourages share ownership on the part of executives and is generally supportive of the Corporation's short- and long-term business goals. The Committee will continue to actively monitor the effectiveness of the Corporation's senior executive -14- Annual Compensation Long Term Compensation Name and Principal Other Annual Securities Underlying All Other Position Year Salary Bonus(F) Compensation(G) Options (No.) Compensation Jerome Swartz 1997 $757,962(D) $852,707 $0 270,000 $ 56,652(H) Chairman of the 1996 $689,052(D) $775,184 $0 255,000 $ 52,496(H) the Board and 1995 $656,250(D) $881,823 $0 275,000 $ 19,890(H) Chief Executive Officer and Director Tomo Razmilovic 1997 $500,032(D) $421,902 $100,000 162,000 $ 4,750(I) President and 1996 $437,500(D) $369,147 $0 85,000 $ 4,750(I) Chief Operating 1995 $308,673 $254,523 $0 132,500 $111,344(J) Officer and Director(A) Richard M. Feldt 1997 $309,795(D) $174,260 $0 52,500 $ 27,290(K) Senior Vice 1996 $288,758(D) $156,335 $0 0 $197,588(K) President and 1995 $ 70,002 $ 75,000 $0 75,000 $ 0 General Manager, Operations(B) Leonard H. Goldner 1997 $291,200(D) $147,420 $0 67,500 $ 4,750(I) Senior Vice 1996 $248,872(D) $125,991 $0 10,000 $ 4,750(I) President and 1995 $210,454(D) $127,259 $0 25,000 $ 4,750(I) General Counsel and Secretary Kenneth V.Jaeggi 1997 $206,250(E) $116,016 $ 66,797 100,000 $135,110(L) Senior Vice 1996 --- --- --- --- --- President and 1995 --- --- --- --- --- Chief Financial Officer(C) -16-
Potential Realizable Value as Assumed Annual Individual Grants in 1997 Rates of Stock Price Appreciation for Option Term(A) Number of %of Total Securities Options Underlying Granted to Exercise 5% 10% Options Employees in or Base Expiration Stock Dollar Stock Dollar Name Granted (No.)(B) Fiscal Year(G) Price Date Price(J) Gain Price(J) Gain All Shareholders ---- ---- ---- ---- $53,75 812,575,167 $85.59 $2,059,437,442 Jerome Swartz 270,000(C) 12.02 $33.00(H) 2/9/07 $53.75 5,603,451 $85.59 $ 14,200,245 CEO's Gain as % of All Shareholders Gain .690% .690% Tomo Razmilovic 90,000(D) 4.01 $33.00(H) 2/9/07 $53.75 1,867,817 $85.59 $ 4,733,415 72,000(E) 3.21 $35.00(I) 2/9/07 $57.01 1,584,814 $90.78 $ 4,016,231 Richard M. Feldt37,500(D) 1.67 $33.00(H) 2/9/07 $53.75 778,257 $85.59 $ 1,972,256 15,000(E) .67 $35.00(I) 2/9/07 $57.01 330,170 $90.78 $ 836,715 Leonard H. Goldner37,500(D) 1.67 $33.00(H) 2/9/07 $53.75 778,257 $85.59 $ 1,972,256 30,000(E) 1.34 $35.00(I) 2/9/07 $57.01 660,339 $90.78 $ 1,673,430 Kenneth V. Jaeggi 100,000(F) 4.45 $33.00(H) 5/4/07 $53.75 2,075,352 $85.59 $ 5,259,350
-21- Number of Securities Number of Underlying Value of Unexercised Shares Unexercised Options In-The-Money Options Acquired on Value Held at December 31, 1997 Held at December 31, 1997 Name Exercise in 1997 Realized Exercisable Unexercisable Exercisable Unexercisable Jerome Swartz 300,000 $8,825,011 735,750 945,000 $18,384,211 $9,888,833 Tomo Razmilovic 0 $ 0 179,925 408,750 $ 4,147,557 $3,720,938 Richard M. Feldt 0 $ 0 45,000 120,000 $ 656,235 $1,203,728 Leonard H. Goldner 0 $ 0 104,550 105,000 $ 2,882,842 $ 812,505 Kenneth V. Jaeggi 0 $ 0 0 100,000 $ 0 $ 475,000 (A) Based on the closing price of the Corporation's Common Stock on the New York Stock Exchange on that date of $37.75. -23-
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