Tirman and Merriman Resign from Board of Directors of Pacer Technology
RANCHO CUCAMONGA, Calif.--(BUSINESS WIRE)--Dec. 3, 1999--Pacer Technology (NASDAQ: PTCH) announced today that Geoffrey Tirman and Jonathon Merriman, who were re-elected to Pacer's Board of Directors at the recent Shareholders Meeting, have unexpectedly tendered their resignations as Directors of Pacer after having waged an unsuccessful proxy contest in which they sought, but failed, to unseat the other incumbent Directors.
The Tirman and Merriman resignations came as a surprise to the Board, because only yesterday, after learning from the Inspector of election that all four of Pacer's Nominees had been re-elected to the Board, Mr. Tirman sent a letter to Larry Reynolds, another director of Pacer, in which Mr. Tirman made the following statement:
"For the record, my intent is to continue working in good faith
with the other members of the board of Pacer to enhance
shareholder value. I will continue my practice of placing the
shareholder's interest first and foremost. I look forward to
amiably participating in any and all board meetings so duly
noticed and do not seek to air any differences we might have in a
public forum."
Mr. Reynolds, on behalf of Pacer's Board of Directors, stated that "We find the actions of Tirman and Merriman in resigning from the Board incongruous and hard to understand in light of Tirman's statement that he intended `to place the interests of the shareholders first'. Just yesterday evening, Tirman chose to cumulate all of the votes received by the Tirman Committee Nominees to assure his election and the election of Merriman to the Board, when it appears that, at the very same time, they intended to resign those positions. By doing so, Tirman and Merriman have effectively denied two of the other four Tirman Committee Nominees, including Messrs. Munn and Bloom, the opportunity to be elected to the Board. In short, by cumulating all of the votes for themselves and then immediately resigning, Tirman and Merriman have disenfranchised shareholders owning 4.3 million Pacer shares who had voted to support the Tirman Committee Nominees."
"What is additionally hard to understand is why Tirman initiated his proxy contest, that caused Pacer to incur expenses exceeding $150,000, when it appears that he had no intention of remaining on the Board if he lost the contest."
Pacer Technology is a world-class manufacturer, packaging and distribution company engaged in marketing advanced technology adhesives, sealants, and related products, as well as manicure implements for consumer markets on a worldwide basis. It is the provider of SUPER GLUE, ZAP(R), PRO SEAL(R), Cook Bates(R), Diamond Deb(R)/Kurlash(R) and Gem(R), and other well known branded products.
For more information about Pacer Technology via facsimile simply call 1-800-PRO-INFO and dial client code "PTCH."
CONTACT:
Pacer Technology
W. T. Nightingale, III, 909/987-0550 |
