-----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, Pr6QtlSm39W9Lsz4FAvSeMyv5MYjFjbbFrW9afibV9vMdgljr/TeC2WYugM/LXZu H2T5XN1NkY/GN3g5P3cV5w== /in/edgar/work/20000616/0000950123-00-005831/0000950123-00-005831.txt : 20000919 0000950123-00-005831.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950123-00-005831 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000713 FILED AS OF DATE: 20000616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSTECHNOLOGY CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: [3420 ] IRS NUMBER: 954062211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-07872 FILM NUMBER: 656342 BUSINESS ADDRESS: STREET 1: 150 ALLEN RD CITY: LIBERTY CORNER STATE: NJ ZIP: 07938 BUSINESS PHONE: 9089031600 MAIL ADDRESS: STREET 1: 150 ALLEN RD CITY: LIBERTY CORNER STATE: NJ ZIP: 07938 FORMER COMPANY: FORMER CONFORMED NAME: SPACE ORDNANCE SYSTEMS INC DATE OF NAME CHANGE: 19740717 DEF 14A 1 0001.txt TRANSTECHNOLOGY CORPORATION 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: [ ] 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))
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: 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 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 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. - --------------------------------------------------------------------------------
POSITION WITH DIRECTOR NAME THE COMPANY AGE SINCE - ----------------------------------------------------------------------------------------------- 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 - -----------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 2 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 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 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: - --------------------------------------------------------------------------------
NUMBER OF SHARES OF PERCENTAGE OF NAME COMMON STOCK(1) COMMON STOCK(1) - --------------------------------------------------------------------------------------------- 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
- -------------------------------------------------------------------------------- 5 8 - --------------------------------------------------------------------------------
NUMBER OF SHARES OF PERCENTAGE OF NAME COMMON STOCK(1) COMMON STOCK(1) - --------------------------------------------------------------------------------------------- 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)
- -------------------------------------------------------------------------------- * 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 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. - --------------------------------------------------------------------------------
POSITION WITH EXECUTIVE NAME THE COMPANY AGE OFFICER - ------------------------------------------------------------------------------------ SINCE 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 - ------------------------------------------------------------------------------------------------
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 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 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 - --------------------------------------------------------------------------------
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) - ---------------------------------------------------------------------------------------------------------- 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
- -------------------------------------------------------------------------------- (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 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) - --------------------------------------------------------------------------------
PERFORMANCE NUMBER OF OR OTHER SHARES, UNITS PERIOD UNTIL OR OTHER MATURATION NAME RIGHTS(#) OR PAYOUT - ------------------------------------------------------------------------------------------------- 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
- -------------------------------------------------------------------------------- (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 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 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 - --------------------------------------------------------------------------------
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% ($) 10% ($) - --------------------------------------------------------------------------------------------------- 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
- -------------------------------------------------------------------------------- (1) Amounts shown represent stock options only. No stock appreciation rights (SARs) were awarded. - -------------------------------------------------------------------------------- 12 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
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 - ----------------------------------------------------------------------------------------------------- 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 - -----------------------------------------------------------------------------------------------------
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 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 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] 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 PEER GROUP ONLY 1995 100 1996 137 1997 174.37 1998 277.82 1999 260.84 2000 233.09
* 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 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----