-----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, NOTQMKhZIUK+ScN8jW84T3Zo6lXySUTZHTJsxEjzWKOhkOB4YxEjq92w/liBzyCq 45eLc8ROEgp7coz2NEKHhg== 0000868268-96-000008.txt : 19961001 0000868268-96-000008.hdr.sgml : 19961001 ACCESSION NUMBER: 0000868268-96-000008 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960918 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAMET SYSTEMS INC CENTRAL INDEX KEY: 0000868268 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 042985838 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 033-36989 FILM NUMBER: 96631506 BUSINESS ADDRESS: STREET 1: 1000 MAIN ST CITY: ACTON STATE: MA ZIP: 01720 BUSINESS PHONE: 5082632060 MAIL ADDRESS: STREET 2: 1000 MIN STREET CITY: ACTON STATE: MA ZIP: 01720 DEF 14A 1 PROXY STATEMENT PAMET SYSTEMS, INC. 1000 Main Street Acton, Massachusetts 01720 ____________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ____________________________ Acton, Massachusetts September 13, 1996 NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of PAMET SYSTEMS, INC. (the "Company"), a Massachusetts corporation, will be held at the executive offices of the Company, 1000 Main Street, Acton, Massachusetts 01720 on October 4, 1996, at 10:00 a.m. (Eastern Standard Time), for the purposes of considering and voting upon the following matters, as more fully described in the attached Proxy Statement: 1. To elect Dr. Joel B. Searcy and Mr. Lee Spelke to serve as directors for a term of three years (expiring in 1999) and until their respective successors are elected and qualified; and 2. To transact such other business as may properly come before the meeting or any adjournment thereof. Only those stockholders of record at the close of business on August 14, 1996 shall be entitled to receive notice of, and vote at the meeting and any adjournment(s) thereof. Such stockholders may vote in person or by proxy. The stock transfer books will not be closed. All stockholders are cordially invited to attend the meeting in person. In any event, please mark your votes, then date, sign and return the accompanying proxy in the envelope enclosed for that purpose (to which no postage need be affixed if mailed in the United States) whether or not you expect to attend the meeting in person. The proxy is revocable by you at any time prior to its exercise. The prompt return of the proxy will be of assistance in preparing for the meeting and your cooperation in this respect will be appreciated. The Annual Report of the Company for the fiscal year ended December 31, 1995 is also enclosed. By order of the Board Of Directors ARTHUR V. JOSEPHSON, JR. Clerk PAMET SYSTEMS, INC. 1000 Main Street Acton, Massachusetts 01720 _________________________ PROXY STATEMENT _________________________ ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 4, 1996 This Proxy Statement is furnished to holders of Common Stock, $.01 par value per share (the "Common Stock") of Pamet Systems, Inc. (the "Company") in connection with the solicitation of proxies, in the accompanying form, by the Board of Directors of the Company, for use at the Annual Meeting of Stockholders to be held at the executive offices of the Company, 1000 Main Street, Acton, Massachusetts on October 4, 1996, at 10:00 a.m., and at any and all adjournments thereof. Stockholders may revoke the authority granted by their execution of proxies at any time prior to their use by filing with the Clerk of the Company a written revocation or duly executed proxy bearing a later date or by attending the meeting and voting in person. Solicitation of proxies will be made chiefly through the mails, but additional solicitation may be made by telephone or telegram by the officers or regular employees of the Company. The Company may also enlist the aid of brokerage houses in soliciting proxies. All solicitation expenses, including costs of preparing, assembling and mailing proxy material, will be borne by the Company. This proxy statement and accompanying form of proxy are being mailed to stockholders on or about September 13, 1996. Shares of the Company's Common Stock represented by executed and unrevoked proxies will be voted in accordance with the choice or instructions specified thereon. It is the intention of the persons named in the proxy, unless otherwise specifically instructed in the proxy, to vote all proxies received by them FOR the election of Dr. Joel B. Searcy and Mr. Lee Spelke to serve as directors for a term of three years (expiring in 1999) and until their successors are elected and qualified. VOTING Only stockholders of record at the close of business on August 14, 1996 will be entitled to vote at the meeting or any and all adjournments thereof. As of August 14, 1996, the Company had issued and outstanding 2,068,950 shares of Common Stock. Each holder of Common Stock will be entitled to one vote for each share of Common Stock registered in his or her name on the record date. The holders of fifty-one percent (51%) of the outstanding shares of Common Stock constitute a quorum and are required to be present in person or by proxy to conduct business at the meeting. The favorable vote of a plurality of the votes cast at the meeting is necessary to elect each director of the Company. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of the matters scheduled to be considered at the Annual Meeting. The Board of Directors recommends a vote FOR each of the nominees named below. ELECTION OF DIRECTORS The Board of Directors is divided into three classes. One class of directors will be elected at the 1996 Annual Meeting. The directors in Class III, Dr. Joel B. Searcy and Mr. Lee Spelke, are nominated for a term of three years and until their successors are duly elected and qualified. Each nominee has indicated to the Company that he is willing to serve as a director of the Company if elected, and the Board of Directors has no reason to believe that any of the nominees will become unable or unwilling to serve. However, in the event that any nominee should become unavailable for election for any presently unforeseen reason, the persons named in the form of proxy will vote for any nominee who shall be designated by the present Board of Directors. The information set forth below as to the ages and principal occupations of these nominees and the other members of the Board of Directors has been furnished to the Company by such nominees or directors. NOMINEES WHOSE TERMS EXPIRE IN 1999 (Class III) Name Age Principal Occupation Director Since Dr. Joel B. Searcy 60 Dr. Searcy has been Chairman 1987 the Board of Directors and President of the Company since the Company's inception in 1987, was Treasurer until May 1991 and served as Clerk until September 1990. Dr. Searcy served as President and Chairman of the Board of Directors of Compudyne, Inc., a computer timesharing company from 1980 through 1995. Lee Spelke 64 Mr. Spelke is a financial 1990 consultant who served as President of Spelke Financial Services, Inc., a financial consulting firm, for more than five years, through 1994. DIRECTORS WHOSE TERMS EXPIRE IN 1997 (Class I) Name Age Principal Occupation Director Since Richard C. Becker 50 Mr. Becker has been Vice 1991 President and Chief Operating Officer since July 1993, Assistant Clerk since February 1991 and Treasurer since May 1991. He was Vice President - Finance and Administration of the Company from January 1991 through June 1993. From January 1986 through December 1990, Mr. Becker was Manager of the Government Manufacturing Group of Digital Equipment Corporation, a computer manufacturer. Arthur V. Josephson, Jr. 54 Mr. Josephson has served as 1988 Clerk for the Company since September 1990. In addition to his responsibilities to the Company, since 1985 Mr. Josephson has served as an accounting consultant to a number of clients in Massachusetts. Mr. Josephson also served as the Treasurer of Assabet Valley Home Health Association, Inc., a visiting nurse agency, from 1977 through October 1994. DIRECTORS WHOSE TERMS EXPIRE IN 1998 (Class II) Name Age Principal Occupation Director Since Dr. Stanley J. Robboy 55 Since April 1993, Dr. Robboy 1990 has been Professor of Pathology, Obstetrics and Gynecology and Head of the Division of Gynecologic Pathology of the Department of Pathology at Duke University Medical Center. From January 1992 through April 1993, Dr. Robboy was Professor of Pathology and Chief of the Division of Surgical Pathology of the Department of Pathology at Duke University Medical Center. For more than five years prior thereto, Dr. Robboy had been a Professor of Pathology in the Department of Pathology at the University of Medicine and Dentistry of New Jersey. Laurence B. Berger 61 Since November 1990 Mr. Berger has 1988 served as a private consultant to various commercial and governmental clients. From October 1993 through September 1994 Mr. Berger served as a Special Project Team Member at the Jewish Community Center of the North Shore, a social services agency. From September 1988 through November 1990, Mr. Berger was Information Systems Manager at EG&G, Inc., a diversified electronics manufacturer and service contractor. THE BOARD OF DIRECTORS AND ITS COMMITTEES During the fiscal year ended December 31, 1995 the Board of Directors of the Company held four meetings. During such period, each of the current directors of the Company attended 75% or more of the aggregate of (1) the total number of meetings of the Board of Directors and (2) the total number of meetings held by all committees of the Board on which such director served. The Board of Directors has two committees, an Audit Committee and a Compensation Committee. The Board of Directors does not have a nominating committee. The Audit Committee consists of Lee Spelke, Laurence B. Berger and Stanley J. Robboy. The Audit Committee acts as a liaison between the Company and its independent auditors and reports on matters pertaining to the Company's independent audit and the Company's accounting policies. The Audit Committee met once during fiscal 1995. The Compensation Committee consists of Laurence B. Berger and Lee Spelke. The Compensation Committee was formed to make recommendations to the Board of Directors with respect to the compensation of the officers of the Company for each year and to administer the Company's employee benefit plans. The Compensation Committee met once during fiscal 1995. Directors who are not officers of the Company are entitled to receive an annual stipend of $1,000 for serving on the Board and its committees and reimbursement for out-of-pocket expenses in connection with their attendance at directors' meetings. Additionally, under the Company's 1990 Stock Option Plan, each non-employee director who is a director of the Company on the last day of a calendar year or has ceased to be a director during the calendar year due to his or her death or attainment of an age greater than 65 is automatically granted a nonqualified stock option to purchase 2,000 shares of Common Stock on January 1 of the succeeding calendar year at the fair market value per share on the date of grant. COMPLIANCE WITH THE SECURITIES EXCHANGE ACT The Company's executive officers and directors are required under Section 16(a), Beneficial Ownership Reporting Compliance of the Securities Exchange Act of 1934, as amended, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of those reports must also be furnished to the Company. A Form 4 with respect to a transfer of stock to the children of Dr. Joel B. Searcy, President and Chairman of the Board was filed beyond the timely reporting time. Based solely on the Company's review of the copies of such reports it has received, the Company believes that all of its other executive officers and directors, and greater than ten percent beneficial owners complied with all filing requirements applicable to them. SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS The following table provides information regarding ownership of the Company's Common Stock as to each nominee and director of the Company, and as to each person who is known to the Company to be the beneficial owner of more than 5% of the Company's voting securities. The information set forth below as to nominees and directors has been furnished to the Company by such nominee or director.
Percent of Common Name and Address of Amount and Nature of Stock (if over 1%) Beneficial Owner Beneficial Ownership Owned Beneficially as of August 14, 1996 Dr. Joel B. Searcy 487,502 (1) 23.5% 1000 Main Street Acton, MA 01720 Lee Spelke 12,000 (2) __ 1000 Main Street Acton, MA 01720 Richard C. Becker 109,500 (3) 5.0% 1000 Main Street Acton, MA 01720 Arthur V. Josephson, Jr. 48,250 (4) 2.3% 1000 Main Street Acton, MA 01720 Dr. Stanley J. Robboy 139,500 (5) 6.6% 1000 Main Street Acton, MA 01720 Laurence Berger 80,000 (6) 3.8% 1000 Main Street Acton, MA 01720 Henry Mehlman 161,698 (7) 7.8% 40 Bartlett Street Marblehead, MA 01945 Calvin Hori 145,000 (8) 7.0% 35 Norwich Road Wellesley, MA 02181 All nominees, directors and officers 876,752 (9) 38.7% as a group (6 people)
(1) Includes 7,500 shares issuable upon the exercise of currently exercisable options granted to Dr. Searcy in return for his guarantee of a working capital loan to the Company. See "Executive Compensation - Stock Options." (2) Includes 10,000 shares issuable upon the exercise of currently exercisable options. (3) Includes 106,500 shares issuable upon the exercise of currently exercisable options, which options include 7,500 options granted to Mr. Becker in return for his guarantee of a working capital loan to the Company. (4) Includes 22,000 shares issuable upon the exercise of currently exercisable options. (5) Includes 37,000 shares issuable upon the exercise of currently exercisable options. (6) Includes 12,000 shares issuable upon the exercise of currently exercisable options. (7) As reported on Schedule 13D filed with the Securities and Exchange Commission on June 5, 1995. (8) As reported on Schedule 13D filed with the Securities and Exchange Commission on August 11, 1995. (9) Includes 195,000 shares issuable upon the exercise of currently exercisable options held by all directors and officers of the Company as a group. EXECUTIVE COMPENSATION CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During 1995 the Company paid approximately $14,000 to Arthur V. Josephson Jr., a stockholder and director for financial accounting services. During 1995 the Company entered in to a loan agreement with Dr. Stanley J. Robboy a stockholder and director. The agreement provided for a $150,000 line of credit and a $150,000 loan against contracts for the Company. The agreement states that Dr. Robboy will receive 12% interest on the outstanding balance and options for up to 90,000 shares of common stock at a price of $.68 per share. The number of shares will be dependent upon the Companys utilization of these loans. At December 31, 1995, the loan balance was $81,099 and interest paid during 1995 was $6,669. At August 14, 1996, the balance of the loans was $300,099 and the year to date interest accrued was $13,580. RELATIONSHIP WITH INDEPENDENT AUDITORS Representatives of Goff Carlin & Cagan, the Companys auditors, are expected to be present at the meeting. The representatives will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders. STOCKHOLDER PROPOSALS All stockholder proposals which are intended to be presented at the next Annual Meeting of Stockholders of the Company contemplated to be held in 1997 must be received by the Company on or before May 16, 1997, for inclusion in the Board of Directors' proxy statement and form of proxy relating to the meeting. MISCELLANEOUS The Board of Directors knows of no other business to be acted upon at the meeting. However, if any other business properly comes before the meeting, it is the intention of the persons named in the enclosed proxy to vote on such matters in accordance with their best judgment. The prompt return of your proxy will be appreciated and helpful in obtaining the necessary vote. Therefore, whether or not you expect to attend the meeting, please sign the proxy and return it in the enclosed envelope. A copy of the Company's Annual report on Form 10-KSB A-2 for the fiscal year ended December 31, 1995 is available without charge from Investor Relations, Pamet Systems, Inc., 1000 Main Street, Acton, Massachusetts 01720, Telephone: (508) 263-2060. By order of the Board of Directors ARTHUR V. JOSEPHSON, Jr. Clerk Acton, Massachusetts September 13, 1996 PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD NOW. -----END PRIVACY-ENHANCED MESSAGE-----