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GLENAYRE TECHNOLOGIES INC files annual meeting proxy.
Excerpted from DEF 14A filed on 04/16 by GLENAYRE TECHNOLOGIES INC:
GLENAYRE TECHNOLOGIES INC files annual meeting proxy.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 1999
The 1999 Annual Meeting of the Stockholders of Glenayre Technologies,
Inc., a Delaware corporation (the "Company"), will be held at the SouthPark
Suite Hotel at 6300 Morrison Boulevard, Charlotte, North Carolina 28211, on May
25, 1999 at 11:00 a.m., local time, for the following purposes:
Item. 1. To elect four Class III Directors.
Item. 2. To consider and vote upon a proposal to approve an amendment to the
Company's Employee Stock Purchase Plan to increase the number of shares
of Common Stock authorized thereunder from 506,250 to 2,006,250.
Item. 3. To consider and vote upon a proposal to approve an amendment to the
Company's 1996 Incentive Stock Plan to increase the number of shares of
Common Stock authorized from 4,400,000 to 5,150,000.
Item. 4. To ratify the selection of Ernst & Young LLP as independent auditors to
audit the financial statements of the Company.
Item. 5. To transact any other business that may properly come before the 1999
Annual Meeting and any adjournments thereof.
The close of business on March 31, 1999 has been fixed as the record date
for determination of stockholders entitled to notice of and to vote at the 1999
Annual Meeting and any adjournment(s) thereof.
A Proxy Statement, a form of proxy, an Annual Report to the stockholders
of the Company including a Form 10-K as filed with the Securities and Exchange
Commission for the year ended December 31, 1998 are enclosed with this Notice.
A list of stockholders entitled to vote at the 1999 Annual Meeting will be
open to the examination of any stockholder for any purpose germane to the 1999
Annual Meeting, during ordinary business hours, for a period of 10 days prior
to the 1999 Annual Meeting at the office of the Company at 5935 Carnegie
Boulevard, Charlotte, North Carolina 28209.
Stockholders are cordially invited to attend this meeting. Each
stockholder, whether or not he or she expects to be present in person at the
1999 Annual Meeting, is requested to SIGN, DATE and RETURN THE ENCLOSED PROXY
in the accompanying envelope as promptly as possible.
A stockholder may revoke his or her proxy at any time prior to voting.
BY ORDER OF THE BOARD OF DIRECTORS
(End of item excerpt.)
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation paid to the named Executive Officers during 1998:
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
NUMBER OF
SECURITIES
UNDERLYING
OTHER ANNUAL OPTIONS ALL OTHER
SALARY BONUS COMPENSATION GRANTED COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#) ($)
Ramon D. Ardizzone 1998 $ -- $ -- $ 150,000(2) -- $ --
Chairman of the Board, President 1997 201,191 79,568 37,500 30,000 23,398
and Chief Executive Officer 1996 350,000 133,104 -- 50,000 12,937
of the Company
Gary B. Smith (3) 1998 287,508 -- -- 100,000 6,400(4)
President and Chief Executive 1997 275,000 171,338 -- -- 6,400
Officer of the Company 1996 225,577 86,474 -- 95,000 6,000
Stanley Ciepcielinski 1998 241,250 50,702 -- 75,000 6,400(4)
Executive Vice President, Chief 1997 210,000 121,235 -- -- 6,400
Operating Officer and Chief 1996 180,000 62,037 -- 35,000 6,000
Financial Officer of the Company
Amir Zoufonoun (5) 1998 152,210 125,329(6) -- 45,000 6,400(4)
President and General
Manager, Western Multiplex
Group of GEI
Lee M. Ellison (7) 1998 193,000 35,753 -- 35,000 6,400(4)
Senior Vice President -- Sales and 1997 174,424 119,522 -- 10,000 41,400
Marketing, Worldwide Paging 1996 228,058 101,000 -- 30,000 5,686
Operations of GEI
Dan Case (8) 1998 189,827 23,940 -- 50,000 6,400(4)
President and General Manager 1997 164,423 99,665 -- -- 6,400
Integrated Network Group of GEI 1996 131,546 39,828 -- 22,500 6,000
Eugene C. Pridgen (9) 1998 215,000 40,365 -- 55,000 6,400(4)
Executive Vice President and 1997 205,000 105,031 -- 10,000 6,400
Secretary of the Company 1996 7,885 -- -- 50,000 --
(End of item excerpt.)
Beneficial Ownership
Currently Acquirable Percent
Name of Beneficial Owner Owned(1) Within 60 days Outstanding
Ramon D. Ardizzone 773 137,500 *
Gary B. Smith 30,461 276,000 *
Stanley Ciepcielinski 158 96,125 *
Clarke H. Bailey -0- 871,875 1.4%
Donald S. Bates 1,096(2) 30,000 *
Richard L. Bloch 507,500 -0- *
Peter W. Gilson -0- 30,000 *
John J. Hurley 159,898 67,500 *
Thomas C. Israel 1,297,512(3) 138,875 2.3%
Stephen P. Kelbley 300(4) 30,000 *
Anthony N. Pritzker 59,500 -0- *
Horace H. Sibley 1,000 20,000 *
Amir Zoufonoun 22,023 76,500 *
Lee M. Ellison 7,387 56,167 *
Dan H. Case 12,423 101,042 *
Eugene C. Pridgen -0- 115,000 *
All directors and executive officers as a group (20 Persons) 2,158,458 2,178,994 6.7%
State of Wisconsin Investment Board(5) 8,175,000 13.2%
Merrill Lynch & Co., Inc.(6) 4,466,954 7.2%
Cramer Rosenthal McGlynn, Inc.(7) 3,617,796 5.8%
(End of item excerpt.)
PERFORMANCE GRAPH
The following graph compares the cumulative total return on $100 invested
on December 31, 1993 in each of the Company's Common Stock, the Standard &
Poor's 500 Stock Index, the Standard & Poor's Communication Equipment
Manufacturers Index and the Nasdaq 100 Index at the end of each fiscal year
through 1998. The returns are calculated assuming the reinvestment of
dividends. The Company has not paid any cash dividends during the period
covered by the graph below. The stock price performance shown on the graph
below is not necessarily indicative of future stock price performance.
[GRAPH APPEARS HERE]
YEARS
1993 1994 1995 1996 1997 1998
(DOLLARS)
Nasdaq 100 100 102 145 206 249 454
S&P CEMI 100 114 171 200 260 459
Glenayre 100 133 322 167 77 34
S&P 500 100 101 139 171 229 294
(End of item excerpt.)
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