DFAN14A 1 ddfan14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

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INTERNATIONAL ELECTRONICS, INC.

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RISCO LTD.

ROKONET INDUSTRIES, U.S.A., INC.

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Presentation for
Presentation for
The following is a slide presentation presented to Institutional
Shareholder Services by RISCO Ltd. on May 10, 2007.


2
Company Overview -
Risco
Company Overview -
Risco
Established in 1979 and privately owned
Headquartered in Israel with operations in Europe and North
America
A leading provider of innovative integrated security systems and
solutions
Growing rapidly, highly profitable and well capitalized
Successful acquirer and integrator of complimentary businesses
Over 600 employees
Seasoned management team


3
IEIB –
Stock Price Performance & Volume
IEIB –
Stock Price Performance & Volume
Stock Price & Volume Performance, May 09, 2005 - May 09, 2007
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
0
50,000
100,000
150,000
200,000
250,000
10/31/06 -
Risco issues
bear hug letter to IEIB -
$1.70
International Electronics
Inc Average Price and
Volume –
May 09, 2005 –
Oct 30, 2006
Average Price:
$1.84
Average Volume:
3,200
3/6/07 -
Risco issues
tender offer -
$2.98
4/30/07 -
Risco
increases offer price to
$4.00 -
$3.53
IEIB’s stock had been stagnant until recent overtures by Risco


4
Market Indices Performance
Market Indices Performance
From May 2005
until end of year
2006, IEIB
underperformed
its peers as well
as the broader
market indices.
Security
index
includes
Magal
Security
Systems
Ltd,
Napco
Security
Systems
Inc
and
Vicon
Industries
Inc
50
75
100
125
150
175
200
225
250
Security Index
Dow Jones Industrial Average
NASDAQ Composite
S&P 500
IEIB
10/31/06 -
Risco
issues bear hug letter
to IEIB -
$1.70


5
IEIB Financial Performance
IEIB Financial Performance
Management of IEIB has failed to create value for shareholders
2004
2005
2006
2007
(1)
Revenue
11,393,708
12,646,997
14,120,979
8,492,499
Cost of Sales
6,626,589
     
6,978,820
     
7,663,956
     
4,656,630
   
Gross Profit
4,767,119
     
5,668,177
     
6,457,023
     
3,835,869
   
     Gross Margin
41.8%
44.8%
45.7%
45.2%
Research & Development Expenses
1,177,463
     
1,228,920
     
1,292,096
     
671,410
      
Selling, General & Administrative Expenses
4,257,437
     
5,162,954
     
5,617,400
     
2,870,698
   
Total Operating Expenses
5,434,900
     
6,391,874
     
6,909,496
     
3,542,108
   
Operating Profit (Loss)
(667,781)
       
(723,697)
       
(452,473)
       
293,761
      
Net Income (Loss)
(1,125,482)
    
(720,027)
       
(406,821)
       
254,249
      
Net Income (Loss) Per Share
(0.68)
             
(0.42)
             
(0.23)
             
0.14
            
(1) Represents results for the first six months of 2007
IEIB has incurred significant losses in the past three years
Aggregate per share losses for FY 2004-2006 equal $1.33 per share
At an earnings rate of $0.28 per share, IEIB will need 4.75 years to recoup previous losses
Management has not put forth a clear strategy that articulates how they can recoup these
losses with such limited resources at their disposal


6
IEIB Management Comments
IEIB Management Comments
Management’s guidance have been overly optimistic and have not
delivered on prior commitments to create shareholder value
“We look forward to the efforts that have been made in both product development
and expansion of our channels of distribution to pay dividends in fiscal 2006.”
John Waldstein, Chairman & CEO, November 28, 2005
“The Company continues to believe that the markets and the opportunities afforded
it by the development of the eMerge
and the Powerkey
product lines are
significant.”
John Waldstein, Chairman & CEO, January 17, 2006
“Our flagship product line, the eMerge
Browser Managed Security Platform,
continues to do well as more dealers adopt it as their product of choice in security
management.”
John Waldstein, Chairman & CEO, July 13, 2006


7
Relative Size –
IEIB vs
Access Control Market
Relative Size –
IEIB vs
Access Control Market
($ in millions)
IEIB remains a niche and marginal player in an industry dominated
by large security product providers
$14.1
$4,400.0
IEIB
U.S. Electronic
Access Control
Industry


8
IEIB Issues
IEIB Issues
Marginal player with very limited product offering
IEIB does not own the IP for its “flagship”
product
Weak management team that has consistently failed to deliver
John Waldstein is the Chairman, CEO, President, CFO and Treasurer
Weak corporate governance structure
Unaccountable management team and Board
BOD does not have a governance or nominating committee
Audit committee composed of only 2 members
Board has 4 members including one insider
Limited liquidity and institutional shareholder base
The  company has been traded on the over-the-counter market since July of
2005
Average recent
(1)
daily trading volume is 3,200
Two institutional shareholders representing 10.4% of the outstanding shares
Management has given no indication that it is working to get IEI
shares re-
listed on Nasdaq and create liquidity for stockholders
(1) Trading volume from May of 2005 to October of 2006


9
IEIB Issues
IEIB Issues
Limited financial wherewithal to embark on growth and strategic
initiatives
As of February 28, 2007, IEIB had $1.1mm in cash
The company does not have adequate financial resources to augment its
product offerings and develop a robust sales and distribution channel
required to compete in today’s competitive marketplace
The company continues to squander its limited financial resources by
resisting to consider a full and fair proposal by Risco
IEIB’s claim that Risco’s offer is “substantially less”
than other offers is
undocumented 
IEIB has proven to be unwilling to consider the interests of its
shareholders and negotiate a consensual transaction
IEIB is not well positioned to create near or long-term shareholder
value


10
Risco Offer for IEIB
Risco Offer for IEIB
Risco’s offer for IEIB does not include conditionalities that are
often found in similar proposals including:
Financing contingencies
Completion of due diligence
Approval by Buyer’s stockholders
Tender by sufficient stockholders for “back end”
merger
Registration of Buyer securities in non-cash deal
Risco’s only “unique”
conditions are:
50.1% tender
Approval of voting rights
Satisfaction of business combination statute
Risco’s offer for IEIB minimizes uncertainties


11
Risco Offer for IEIB
Risco Offer for IEIB
A significant premium
All cash
High degree of certainty
No financing or other contingencies 
Risco believes that the proposal it has put forward for IEIB is
adequate and is in the best interest of shareholders