0000898430-95-001480.txt : 19950811
0000898430-95-001480.hdr.sgml : 19950811
ACCESSION NUMBER: 0000898430-95-001480
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 19950823
FILED AS OF DATE: 19950810
SROS: NASD
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: AURA SYSTEMS INC
CENTRAL INDEX KEY: 0000826253
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679]
IRS NUMBER: 954106394
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0228
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17249
FILM NUMBER: 95560799
BUSINESS ADDRESS:
STREET 1: 2335 ALASKA AVE
CITY: EL SEGUNDO
STATE: CA
ZIP: 90245
BUSINESS PHONE: 3106435300
MAIL ADDRESS:
STREET 1: 2335 ALASKA AVE
CITY: EL SEGUNDO
STATE: CA
ZIP: 90245
DEF 14A
1
DEFINITIVE PROXY MATERIAL
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AURA SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
[AURA LOGO]
AURA SYSTEMS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 23, 1995
To the Shareholders of Aura Systems, Inc.:
The Annual Meeting of Shareholders of Aura Systems, Inc., a Delaware
corporation (the "Company"), will be held on August 23, 1995 at 3:00 p.m., local
time, near the Company's corporate offices at the Radisson Plaza Hotel, located
at 1400 Parkview Avenue, Manhattan Beach, CA, for the following purposes:
(1) To elect a Board of Directors of eight members;
(2) To transact any other business which may properly come before the
meeting.
Shareholders of record at the close of business on July 21, 1995 will be
entitled to notice of and to vote at the meeting and any adjournments thereof.
All Shareholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. The giving of
your proxy will not affect your right to vote in person should you later decide
to attend the meeting.
The meeting will be conducted in a fair and impartial manner and will be
governed by the Chairperson. Any shareholder of record of the Company at the
close of business on July 21, 1995, may attend. Any beneficial owner of shares
with a letter of authorization from his recordholder may attend the meeting.
During the meeting, attendees will be given an opportunity to present matters
for consideration to the Chair of the meeting. Attendees may make a record of
the meeting at the conclusion of which they may ask questions of the Chair or of
Management.
By Order of the Board of Directors
/s/ Arthur J. Schwartz
Arthur J. Schwartz, Ph.D.
Secretary
El Segundo, California
July 21, 1995
AURA SYSTEMS, INC.
2335 ALASKA AVENUE
EL SEGUNDO, CALIFORNIA 90245
(310) 643-5300
PROXY STATEMENT
July 21, 1995
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Aura Systems, Inc. ("Aura" or the
"Company") for the Annual Meeting of Shareholders to be held on August 23, 1995
(the "Annual Meeting") and any postponements or adjournments thereof. Any
Shareholder giving a proxy may revoke it before or at the meeting by providing a
proxy bearing a later date or by attending the meeting and expressing a desire
to vote in person. All proxies will be voted as directed by the Shareholder on
the proxy card; and, if no choice is specified, they will be voted "FOR" the
directors nominated by the Board of Directors, and in the discretion of the
persons acting as proxies, for any other matters.
Your cooperation in promptly returning the enclosed proxy will reduce
Aura's expenses and enable its management and employees to continue their normal
duties for your benefit with minimum interruption for follow-up proxy
solicitation.
Only Shareholders of record at the close of business on July 21, 1995
are entitled to receive notice of and to vote at the meeting. On that date,
Aura had outstanding 50,087,034 shares of Common Stock. The shares of Common
Stock vote as a single class. Holders of shares of Common Stock on the record
date are entitled to vote one vote for each share held. The presence at the
Annual Meeting, either in person or by proxy, of the holders of a majority of
the shares of Common Stock issued, outstanding and entitled to vote is necessary
to constitute a quorum for the transaction of business.
It is expected that this Proxy Statement and the accompanying Notice
of Annual Meeting and form of Proxy will be mailed to Shareholders on or about
July 27, 1995.
In the event that sufficient votes in favor of the proposals are not
received by the date of the Annual Meeting, the persons named as proxies may
propose one or more adjournments of the Annual Meeting to permit further
solicitations of proxies. Any such adjournment will require the affirmative
vote of the holders of a majority of the shares of Common Stock present in
person or by proxy at the Annual Meeting. The persons named as proxies will
vote in favor of such adjournment or adjournments.
The cost of preparing, assembling, printing and mailing the materials,
the Notice and the enclosed form of Proxy, as well as the cost of soliciting
proxies relating to the Annual Meeting, will be borne by the Company. The
Company will request banks, brokers, dealers, and voting trustees or other
nominees to forward solicitation materials to their customers who are beneficial
owners of shares, and will reimburse them for the reasonable out-of-pocket
expenses of such solicitations. The original solicitation of proxies by mail
may be supplemented by telephone, telegram, personal solicitation or other means
by officers and other regular employees or agents of the Company, but no
additional compensation will be paid to such individuals on account of such
activities.
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PLEASE MARK, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT AT AN EARLY DATE IN
THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE SO THAT, IF YOU ARE UNABLE TO
ATTEND THE ANNUAL MEETING, YOUR SHARES MAY BE VOTED.
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1
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES AND VOTING
The Bylaws of the Company provide for a board of eight directors.
Consequently, at the Annual Meeting, eight directors will be elected to serve
until the next Annual Meeting and until their successors are elected and
qualified. Proxies may not be voted for more than eight persons. The Company
has nominated for election as directors the eight persons named below. Each of
these nominees have indicated that they are able and willing to serve as
directors.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS
VOTE "FOR" THE ELECTION OF THE EIGHT NOMINEES FOR DIRECTOR.
Unless otherwise instructed, the Company's proxy holders intend to
vote the shares of Common Stock represented by the proxies in favor of the
election of these nominees. If for any reason any of these nominees will be
unable or unwilling to serve, the shares represented by the enclosed proxy will
be voted for the election of the balance of those named and such other person or
persons as the Board of Directors may recommend. The Board of Directors has no
reason to believe that any such nominee will be unable or unwilling to serve.
Directors are elected by a plurality of the votes cast.
The Company's nominees and directors are listed below, together with
their ages, principal occupations, offices with the Company and year in which
each became a director of the Company.
DIRECTOR
NAME AGE SINCE TITLE
------------------------- --- ----- ----------------------------------
Zvi (Harry) Kurtzman 48 1987 President and Director
Arthur J. Schwartz 47 1987 Executive Vice President,
Secretary and Director
Cipora Kurtzman Lavut 39 1989 Senior Vice President and Director
Harvey Cohen 61 1993 Director
Norman Reitman 72 1989 Director
Neal B. Kaufman 50 1989 Senior Vice President and Director
Anthony T. Cascio 45 Vice President-General Counsel
Philip G. Saffman 64
Cipora Kurtzman Lavut, a Senior Vice President and director, is the
sister of Zvi Kurtzman, who is the President and a director of the Company.
There are no other family relationships between any director or executive
officer.
2
BUSINESS EXPERIENCE OF DIRECTORS DURING THE PAST FIVE YEARS
ZVI KURTZMAN has been the President and a director of the Company since February
1987 and devotes his full time to the Company. Mr. Kurtzman has served as the
President of Innovative Information Services, Inc. (IIS), whose business was
primarily computer assisted control systems, since 1982 and served as the
President of Cyphermaster, Inc. (CMI), a computer software company, from 1984 to
1988. IIS and CMI are wholly owned subsidiaries of the Company. Mr. Kurtzman
has also served as a director of IIS and CMI since 1982 and 1984, respectively.
Mr. Kurtzman obtained his B.S. and M.S. degrees in physics from California State
University, Northridge in 1970 and 1971, respectively, and completed all course
requirements for a Ph.D. in theoretical physics at the University of California,
Riverside. He was employed as a senior scientist with the Science Applications
International Corp., a scientific research company in San Diego, California,
from 1984 to 1985 and with Hughes Aircraft Company, a scientific and aerospace
company, from 1983 to 1984. Prior thereto, Mr. Kurtzman was a consultant to
major defense subcontractors in the areas of computers, automation and
engineering.
ARTHUR J. SCHWARTZ, PH.D. has been the Executive Vice President and a director
of the Company since February 1987 and the Executive Vice President and a
director of CMI since 1984. Dr. Schwartz devotes his full time to the Company.
Dr. Schwartz was appointed President of IIS in 1988 after having served as its
Executive Vice President since 1984. Dr. Schwartz has also served as a director
of IIS since 1984. Dr. Schwartz obtained his M.S. degree in physics from the
University of Chicago in 1971 and a Ph.D. in physics from the University of
Pittsburgh in 1978. Dr. Schwartz was employed as a Technical Director with
Science Applications International Corp., a scientific research company in San
Diego, California, from 1983 to 1984 and was a senior physicist with Hughes
Aircraft Company, a scientific and aerospace company, from 1980 to 1984. While
at Hughes, he was responsible for advanced studies and development where he
headed a research and development effort for new technologies to process optical
signals detected by space sensors.
CIPORA KURTZMAN LAVUT was appointed Senior Vice President Corporate
Communications in December 1991. She previously served as Vice President in
charge of Marketing and Contracts for the Company since 1988 and was appointed
director of the Company in 1989. Ms. Kurtzman-Lavut was the Director of
Contracts and Marketing for CMI, a computer software company, where she served
from 1985 to 1988. She graduated in 1984 from California State University at
Northridge with a B.S. degree in Business Administration. Ms. Kurtzman-Lavut is
the sister of Zvi Kurtzman.
HARVEY COHEN has been a director of the Company since August 1993. Mr. Cohen is
President of Margate Advisory Group, Inc., an investment advisor registered with
the Securities and Exchange Commission, and a management consultant since August
1981. Mr. Cohen has consulted the Company on various operating and growth
strategies since June 1989 and assisted in the sale of certain of the Company's
securities. From December 1979 through July 1981, he was President and Chief
Operating Officer of Silicon Systems, Inc., a custom integrated circuit
manufacturer which made its initial public offering in February 1981 after
having raised $4 million in venture capital in 1980. From 1975 until 1979, Mr.
Cohen served as President and Chief Executive Officer of International
Communication Sciences, Inc., a communications computer manufacturing start-up
company for which he raised over $7.5 million in venture capital. From 1966
through 1975, Mr. Cohen was employed by Scientific Data Systems, Inc.
("S.D.S."), a computer manufacturing and service company, which became Xerox
Data Systems, Inc. ("X.D.S.") after its acquisition by Xerox in 1979. During
that time, he held several senior management positions, including Vice
President-Systems Division of S.D.S. and Senior Vice President-Advanced Systems
Operation of the Business Planning Group.
NORMAN REITMAN has been a director of the Company since January 1989. Mr.
Reitman currently serves as an independent consultant to Kroll Associates, Inc.,
an international investigative firm. Mr. Reitman obtained his B.B.A. degree in
business administration from St.
3
Johns University in 1946 and became licensed as a public accountant in New York
in 1955. Mr. Reitman is the retired Chairman of the Board and President of
Norman Reitman Co., Inc., insurance auditors, where he served from 1979 until
June 1990. Mr. Reitman was a senior partner in Norman Reitman Co., a public
accounting firm, where he served from 1952 through 1979. Mr. Reitman served on
the Board of Directors and was a Vice President of American Family Life
Assurance Co., a publicly held insurance company, from 1966 until April 1991.
NEAL B. KAUFMAN, appointed as a director in 1989, is Senior Vice President of
Aura, where he has served since 1988. Prior thereto, he has served as President
and Vice President of CMI since 1984 and 1988, respectively. Mr. Kaufman has
also been a director of CMI since 1984. Mr. Kaufman graduated from the
University of California, Los Angeles, in 1967 where he obtained a B.S. in
engineering. He was employed as a software project manager with Abacus
Programming Corp., a software development firm, from 1975 to 1985 where he
headed a team of software specialists on the Gas Centrifuge Nuclear Fuel
enrichment program for the United States Department of Energy and developed
software related to the Viking and Marine projects for the California Institute
of Technology Jet Propulsion Laboratory in Pasadena, California.
ANTHONY T. CASCIO was appointed Vice President, General Counsel, in August,
1994. Mr. Cascio brings over 15 years of legal experience to the Company. Mr.
Cascio also maintains his prior appointment, made in December 1991 as Vice
President, Intellectual Property with authority over all aspects of obtaining
and enforcing Company patents and trademarks and negotiating technology licenses
and transfers. He previously served as Chief Patent Counsel for the Company
from June 1991 when he joined the Company. Mr. Cascio, who has 14 years
experience as an attorney, also provides certain of the duties of General
Counsel in the event of contractual relations and providing litigation
management other than securities litigation. Prior to joining Aura, Mr. Cascio
was an Associate in the law firm of Poms, Smith, Lande & Rose, Los Angeles,
where he provided patent services for the company. Other positions held by Mr.
Cascio were Technology Counsel, Tandem Computers Incorporated, a computer
company in Cupertino and as an attorney with the law firm of Fitch, Even, Tabin
& Flannery (now McCubbery, Bartels, Meyer & Ward) San Francisco. Mr. Cascio has
a law degree from John Marshall School of Law, Chicago, and is licensed to
practice in California and Illinois. Mr. Cascio also has a Masters of Science
Degree in Electrical Engineering from the University of California, Santa
Barbara and a Bachelors Degree in Electrical Engineering from the University of
Illinois, Urbana.
PHILIP G. SAFFMAN, is Theodore von Karman Professor of Applied Mathematics and
Aeronautics at the California Institute of Technology. He was educated at
Trinity College, University of Cambridge, receiving the B.A. and M.A. degrees
and in 1956 the Ph.D. degree in Applied Mathematics. In 1955, he was elected a
Prize Fellow of Trinity College. After holding faculty positions at Cambridge
University and King's College, University of London, he joined the Caltech
faculty in 1964. His scientific interests include turbulence, viscous flow,
vortex dynamics, interfacial dynamics, waves, and super fluid Helium II. He has
published a monograph and over 170 scientific papers. In addition he has
supervised 34 Ph.D. students. Honours include Fellowship of the royal Society
of London, Fellowship of the American Academy of Arts and Sciences, the Otto
Laporte award of the American Physical Society and the Fluid Dynamics award of
the American Institute of Aeronautics and Astronautics. he has acted as a
consultant for several Aerospace companies and research Institutes.
4
MANAGEMENT
Listed below are Executive Officers of the Company who are not director
nominees, their ages, titles and background information. All the officers
listed below hold their offices at the pleasure of the Board of Directors.
Name Age Title
---- --- -----
Steven C. Veen 39 Vice President-Chief Financial Officer
Gregory Um, Ph.D. 47 Senior Vice President-Technology Productization
Keith O. Stuart 39 Senior Vice President-Chief Operating Officer
Ronald J. Goldstein 54 Senior Vice President-Marketing
C. Rogers Saxon Ph.D. 48 Vice President-Sales
Gerald S. Papazian 39 Vice President-Administration
Richard Van Allen, Ph.D. 48 Vice President-Manager-Speaker Division
STEVEN C. VEEN a certified public accountant, was appointed Chief Financial
Officer in March 1994. He joined the Company as its Controller in December
1992. Prior to that, he had over 12 years experience in varying capacities in
the public accounting profession. Mr. Veen served from 1983 to December 1992
with Muller, King, Black, Mathys & Acker, Certified Public Accountants. He
received a B.A. in accounting from Michigan State University in 1981.
GREGORY UM, PH.D. joined the Company in 1987 and was appointed Vice President of
Technology Productization in 1992. Dr. Um is in charge of transforming
technological ideas into commercial products. Dr. Um has 15 years of experience
in project management and industrial technical experience in the fields of scene
projection systems, sensor systems and analysis signal processing algorithms,
wavefront sensors, high energy laser pointing and tracking systems, physics of
thermodynamics and thermal properties. He is the principal inventor of the Aura
Systems scene projectors and has directed all of the scene projector development
efforts within the company. Prior to joining Aura. Dr. Um was a Senior
Scientist at Hughes Aircraft Co., a scientific and aerospace company, with major
achievements in the areas of sensors, optics, and algorithms. Dr. Um has over
20 professional publications.
KEITH O. STUART was appointed Senior Vice President-Chief Operating Officer in
December 1991. Previously he served as Vice President in charge of Hardware
Development for Aura since 1988 and as a Program manager for IIS in 1987. Mr.
Stuart obtained his B.S. and M.S. degrees in electrical engineering from the
University of California Los Angeles in 1978 and 1980, respectively. Mr. Stuart
worked for CMI during 1986 and was employed by Hughes Aircraft Company, a
scientific and aerospace company, prior thereto. Mr. Stuart has designed and
fabricated digitally controlled, magnetically supported gimbals that isolate the
seeker portion of a United States Space Defense Initiative and has also
developed a multi-computer automated test station for the evaluation of
sophisticated electro-optical devices.
RONALD J. GOLDSTEIN is Senior Vice President in charge of Aura's Marketing and
joined Aura in 1989. He holds two M.S. degrees in Computing Technology and the
Management of R & D from George Washington University and has completed course
work for a Ph.D. in Nuclear Engineering from North Carolina State University.
Mr. Goldstein has over 25 years of experience in high technology both in
government and industry. Since 1989 Mr. Goldstein has been responsible for all
marketing and business development activities for the Company. Prior to joining
Aura Mr. Goldstein was Manager of Space Initiatives at Hughes Aircraft Company,
a scientific and research company, where he was responsible for the design,
production and marketing of a wide variety of aerospace systems and hardware.
Prior to joining Hughes in 1982, Mr. Goldstein was the Special Assistant for
National programs in the Office of the Secretary of Defense, and before that
held high level program management positions with the Defense Department and
Central Intelligence Agency.
5
C. ROGERS SAXON, PH.D. was appointed Vice President-Sales in 1993. Dr. Saxon's
responsibility is sales for existing products by winning market position while
implementing a successful marketing, distribution, and sales plan. Prior to his
assignment, Dr. Saxon managed the Advanced Computing of Aura Systems. In that
capacity, he managed a staff that developed and marketed monitoring and control
software for use in the aerospace and construction fields. Before joining a
predecessor of Aura in 1985, Dr. Saxon held various technical and program
management positions in the aerospace industry. Dr. Saxon received his B.S.
degree in mathematics from Harvey Mudd College in 1966, an M.A. degree in
operations research from Claremont Graduate School in 1977 and M.A. and Ph.D.
degrees in cognitive psychology from the University of California, Irvine in
1982 and 1985, respectively.
GERALD S. PAPAZIAN serves as the Company's Vice President-Administration. He
joined Aura Systems in August 1988 from Bear Stearns & Co., an investment
banking firm, where he served from 1986 as Vice President, Corporate Finance in
the Investment Banking Division. Prior to joining Bear Stearns, Mr. Papazian
was an Associate in the law firm of Stroock & Stroock & Lavan. His educational
qualifications include a B.A., Economics, University of Southern California,
1977 and a J.D./M.B.A., University of California, Los Angeles, 1981.
RICHARD E. VAN ALLEN, PH.D. was appointed Manager and Vice President for Speaker
products in March 1993. At Aura, his responsibilities have ranged from the
development of a variety of electromagnetic actuators to a magnetic device for
performing cataract surgery. He received his B.S. in Aeronautical and
Astronautical Engineering in 1968 from Purdue University. Dr. Van Allen then
went on to complete an M.S. and Ph.D. in Astronautics from Purdue University in
1969 and 1977, respectively. From 1973 until 1983, Dr. Van Allen worked at the
NASA/CAL Tech Jet Propulsion Laboratory, where he was the navigation Team Leader
for the Voyager mission which successfully explored the outer planets of the
solar system. He then spent seven years at Hughes Aircraft Company, where he
was Manager of the Mission Requirements Laboratory. Dr. Van Allen managed
several advanced studies associated with the design of large space systems. He
was also involved in major systems studies of defensive satellites and kinetic
energy weapons for strategic defense, where he acted as Mission Definition
Manager.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
Common Stock owned as of June 10, 1995 (i) by each person who is known by Aura
to be the beneficial owner of more than five percent (5%) of its outstanding
Common Stock, (ii) by each of the Company's directors and nominees named under
"Election of Directors", and (iii) by all directors and officers as a group.
Except as otherwise indicated, each person has sole investment and voting power
with respect to the shares shown.
DIRECTORS, OFFICERS AND NOMINEES
COMMON STOCK
BENEFICIALLY OWNED
------------------------------
SHARES PERCENT
OWNED OF CLASS
------------------------------------------------------------------
Zvi (Harry) Kurtzman 1,523,326 (1)(2) 4.1%
Arthur J. Schwartz 1,464,791 (1)(3)(4) 4.0%
Cipora Kurtzman Lavut 1,232,400 (6) 3.3%
Neal B. Kaufman 1,326,817 (1)(6) 3.6%
Keith O. Stuart 279,887 (8) *
Norman Reitman 502,142 (7) 1.4%
Harvey Cohen 317,692 (9) *
Anthony T. Cascio 162,000 (10) *
All officers and directors as 7,587,254 22.7%
a group (16 persons)
____________________
* Less than 1% of outstanding shares.
(1) Includes 175,000 shares held of record by Advanced Integrated Systems, Inc.
(2) Includes 309,585 shares which may be purchased pursuant to options and
convertible securities exercisable within 60 days of June 30, 1995.
(3) Includes 224,669 shares which may be purchased pursuant to options and
convertible securities exercisable within 60 days of June 30, 1995.
(4) Includes 32,000 shares held by Dr. Schwartz as custodian for his children,
to which Dr. Schwartz disclaims any beneficial ownership.
(5) Includes 201,000 shares which may be purchased pursuant to options
exercisable within 60 days of June 30, 1995.
(6) Includes 192,000 shares which may be purchased pursuant to options
exercisable within 60 days of June 30, 1995.
(7) Includes 260,000 shares which may be purchased pursuant to options
exercisable within 60 days of June 30, 1995 and 12,500 shares owned by Mr.
Reitman's wife, as to which 12,500 shares he disclaims any beneficial
ownership.
(8) Includes 220,000 shares which may be purchased pursuant to options
exercisable within 60 days of June 30, 1995.
(9) Includes 80,000 shares personally owned, of which 70,000 shares may be
purchased pursuant to options and convertible securities within 60 days of
June 30, 1995. In connection with his investment advisory business, this
amount also includes 30,000 shares and 207,692 shares
7
which may be purchased upon conversion of 7% Secured Convertible Notes over
which Mr. Cohen has voting and investment control and as to which Mr. Cohen
disclaims beneficial ownership.
(10) Includes 162,000 shares which may be purchased pursuant to options
exercisable within 60 days of June 30, 1995.
The mailing address for each of these individuals is c/o Aura Systems,
Inc., 2335 Alaska Avenue, El Segundo, CA 90245.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
Aura's Board of Directors held four meetings during the year ended February
28, 1995. Each director whose term is expected to continue attended more than
75% of the Board meetings during Fiscal 1995. During the last Fiscal year the
Company did not maintain a Nominating Committee. Since August 1993, the Company
has maintained a Compensation Committee consisting of Messrs. Reitman and Cohen.
The Compensation Committee met once during Fiscal 1995 and has not yet met
during the current fiscal year. Since January 1989, the Company has maintained
an Audit Committee which currently consists of Messrs. Reitman and Cohen. The
Audit Committee approves the selection and engagement of independent accountants
and reviews with them the plan and scope of their audit for each year, the
results of the audit when completed, and their fees for services performed. The
Audit Committee met twice during the fiscal year ended February 28, 1995 and has
not yet met in the current fiscal year.
8
EXECUTIVE COMPENSATION
CASH COMPENSATION FOR EXECUTIVES
The following table summarizes all compensation paid to the Company's Chief
Executive Officer, and to the four most highly compensated executive officers of
the Company other than the Chief Executive Officer whose total compensation
exceeded $100,000 during the fiscal year ended February 28, 1995.
SUMMARY COMPENSATION TABLE
Annual Long Term All Other
Compensation Compensation Awards Compensation*
----------------- --------------------- -------------
Name and Securities Underlying
Principal Position Year Salary Options/SARs
------------------ ---- ------ ----------------------
Zvi Kurtzman 1995 $155,673 0 $1,799
President 1994 150,010 150,000 -
1993 155,590 50,000 -
Arthur J. Schwartz 1995 $141,220 0 $1,120
Ph.D., Executive 1994 140,005 75,000 -
Vice President 1993 140,671 50,000 -
Neal B. Kaufman 1995 $140,342 0 $1,799
Senior Vice President 1994 138,994 30,000 -
1993 139,732 50,000 -
Keith O. Stuart 1995 $125,857 0 $ 0
Senior Vice President- 1994 125,008 30,000 -
Chief Operating Officer 1993 115,926 100,000 -
Rogers Saxon 1995 $121,210 0 $ 0
Vice President-Sales 1994 120,834 10,000 -
1993 112,674 0 -
* Such compensation consisted of total Company contributions made to the plan
account of each individual pursuant to the Company's Employees Stock Ownership
Plan during the fiscal year ended February 28, 1995. See "EXECUTIVE
COMPENSATION-EMPLOYEES STOCK OWNERSHIP PLAN".
No cash or non-cash bonuses or restricted stock awards were granted to
the above individuals during the Fiscal years ended February 28, 1995, February
28, 1994 and February 28, 1993. Effective December 1992, the Company elected to
begin to compensate non-officer directors at the rate of $5,000 per year.
9
The following table summarizes certain information regarding the
number and value of all outstanding options to purchase Common Stock of the
Company held by the Chief Executive Officer and those other executive officers
named in the Summary Compensation Table as of February 28, 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Securities Underlying Value of Unexercised
Unexercised Options/SARs at In-the-Money Options/
Name Fiscal Year End SARs at Fiscal Year End*
---- ------------------------------- ------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Zvi Kurtzman 270,000 200,000 261,750 69,300
Arthur Schwartz 191,000 124,000 137,910 38,340
Neal Kaufman 182,000 88,000 137,910 38,340
Keith Stuart 202,000 98,000 154,860 49,590
Rogers Saxon 102,000 8,000 31,500 0
*Based on the average high and low reported prices of the Company's Common Stock
on the last day of the fiscal year ended February 28, 1995.
No options were granted to or exercised by the above individuals
during the fiscal year ended February 28, 1995.
10
COMPENSATION COMMITTEE REPORT
Following the Annual Meeting of Shareholders on August 17, 1993, the
Board of Directors appointed a Compensation Committee (the "Committee"),
consisting of two outside directors who are not employees or former employees of
the Company. The Committee approves salary practices for the Chief Executive
Officer, sets performance objectives and establishes the compensation of the
Chief Executive Officer. The compensation of other executive officers is
reviewed by and set by the Chief Executive Officer, after review and
consultation with the Committee. The Committee met once during Fiscal 1995 and
elected not to change the compensation of the Chief Executive Officer from the
previous year.
Decisions regarding executive compensation for the fiscal year ended
February 28, 1995 were made by the Company's Chief Executive Officer after
consultation with the Compensation Committee. The Company's policy in
compensating executive officers is to establish methods and levels of
compensation that will provide strong incentives to promote the profitability
and growth of the Company and reward superior performance. Compensation of
executive officers includes salary, as well as stock-based programs. During
Fiscal 1995 and 1994, although stock options were awarded at fair market value,
salary accounted for all the executive officers' direct compensation and no cash
bonuses or stock awards were granted. The Board believes that compensation of
the Company's key executives should be sufficient to attract and retain highly
qualified personnel and also provide meaningful incentives for measurably
superior performance. The Company has been in existence for less than 10 years
and has required significant capital infusions to fund major expansion of its
operations. As a result, the Company places special emphasis on equity-based
compensation, particularly in the form of options, to preserve its cash for
operations. This approach also serves to match the interests of the executive
officers with the interest of the shareholders. The Company seeks to reward
achievement of long and short-term performance goals which are measured by
improvements in revenue and the elimination of losses and achieving net income.
Special equity based awards are designed to compensate for the achievement of
superior goals in specific areas, such as research and development or marketing.
The compensation of Mr. Kurtzman, the Company's Chief Executive
Officer, was designed consistent with the Company's compensation policies set
forth above. Included in the factors considered by the Committee were the
growth in the Company's commercial sales, the development of commercial
applications for the Company's technology, progress towards reduced losses and
the effective allocation of capital resources. During Fiscal 1995, the Company
continued its transition from product development work for the United States
government to private commercial sources. Although the Company has not achieved
profitability during Fiscal 1995, it significantly reduced the Company's net
loss over the prior fiscal year. In addition, the Company made significant
progress in identifying several strategic partners in connection with its
efforts to expand the commercial applications of its technology.
The base level of cash compensation rates for the Chief Executive
Officer and the other executive officers named in the summary compensation table
did not change in Fiscal 1995 from the previous fiscal year. Cash compensation
increases to other executive officers in 1995 were granted based on individual
experience, performance, and breadth of responsibility within the Company and to
maintain competitive levels. A listing of the salary and stock options granted
to the Chief Executive Officer and for the most highly compensated executive
officers can be found in the Summary Compensation Table.
Committee Members
-----------------
Norman Reitman
Harvey Cohen
11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is comprised of outside directors Messrs.
Norman Reitman and Harvey Cohen. Decisions regarding compensation of executive
officers for the fiscal year ended February 28, 1995 were made by Zvi Kurtzman,
President of the Company, after review and consultation with the Committee.
Decisions regarding option grants under the 1989 Option Plan for the fiscal year
ended February 28, 1995 were made by the Option Committee, which consists of
Thomas Wiley and Dana Bonda; individuals who are not members of the Board of
Directors or affiliated with the Company, after recommendations by Mr. Kurtzman.
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
of the Company with the cumulative total return on the NASDAQ Stock Market Index
(U.S.) and the S & P High Tech Composite Index. The comparisons in the graph
are required by the Securities and Exchange Commission and are not intended to
forecast or be indicative of possible future performance of the Company's common
stock.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG AURA SYSTEMS, INC., THE NASDAQ STOCK MARKET-US INDEX
AND THE S & P HIGH TECH COMPOSITE INDEX
PERFORMANCE GRAPH APPEARS HERE
S&P NASDAQ
Measurement Period AURA SYSTEMS HIGH TECH STOCK MARKET
(Fiscal Year Covered) INCORPORATED COMPOSITE INDEX
--------------------- --------------- --------- ------------
Measurement Pt-02/1990 $100.00 $100.00 $100.00
FYE 02/1991 $ 98.00 $116.00 $110.00
FYE 02/1992 $229.00 $122.00 $157.00
FYE 02/1993 $ 97.00 $127.00 $167.00
FYE 02/1994 $176.00 $156.00 $198.00
FYE 02/1995 $ 86.00 $181.00 $201.00
* $100 INVESTED ON 02/28/90 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING FEBRUARY 28.
12
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Shareholder proposals complying with the applicable rules under the
Securities Exchange Act of 1934 intended to be presented at the 1996 Annual
Meeting of Shareholders must be received at the offices of the Company by March
31, 1996 to be considered by Aura for inclusion in Aura's proxy statement and
form of proxy relating to that meeting. Such proposals should be directed to
the attention of the Secretary, Aura Systems, Inc., 2335 Alaska Avenue, El
Segundo, California 90245.
OTHER MATTERS
Neither Aura nor any of the persons named as proxies knows of matters other
than those above stated to be voted on at the Annual Meeting. However, if any
other matters are properly presented at the meeting, it is the intention of the
persons named as proxies to vote in accordance with their judgment on such
matters, subject to direction by the Board of Directors.
The 1995 Annual Report to Shareholders accompanies this Proxy Statement,
but is not to be deemed a part of the proxy soliciting material.
WHILE YOU HAVE THE MATTER IN MIND, PLEASE COMPLETE, SIGN AND RETURN THE
ENCLOSED PROXY CARD PROMPTLY.
13
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PROXY
AURA SYSTEMS, INC.
2335 ALASKA AVENUE, EL SEGUNDO, CALIFORNIA 90245
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Zvi (Harry) Kurtzman and Arthur J. Schwartz
as Proxies, each with the power to appoint their substitutes and with full
power to act alone, and hereby authorizes them to represent and to vote as
designated below, all shares of Common Stock of Aura Systems, Inc. held of
record by the undersigned on July 21, 1995, at the Annual Meeting of
Shareholders to be held on August 23, 1995.
1. Election of Directors
[_] FOR all nominees listed below (except [_] WITHHOLD AUTHORITY to vote
as marked to the contrary below) for all nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name below.)
Zvi (Harry) Kurtzman Norman Reitman Neal B. Kaufman
Anthony T. Cascio Arthur J. Schwartz Philip G. Saffman
Cipora Kurtzman Lavut Harvey Cohen
2. In their discretion, upon such other business as may properly come before
the Annual Meeting, or at any continuation thereof.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
Dated: ______________________, 1995
Please sign exactly as name appears
below. When shares are held by joint
tenants, both should sign. When
signing as attorney, as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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