-----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, Ai1wJ9Zk5DuGci9jUKtxDBLChUusYZ/2nJda+A8mc82v9jbKKX/2Qz/c69O7Z9k9 WneWxBpukztpxw/zNZA+FQ== 0000950130-96-003921.txt : 19961016 0000950130-96-003921.hdr.sgml : 19961016 ACCESSION NUMBER: 0000950130-96-003921 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961119 FILED AS OF DATE: 19961015 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOLT TECHNOLOGY CORP CENTRAL INDEX KEY: 0000354655 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 060773922 STATE OF INCORPORATION: CT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12075 FILM NUMBER: 96643501 BUSINESS ADDRESS: STREET 1: FOUR DUKE PL CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038530700 MAIL ADDRESS: STREET 1: FOUR DUKE PL CITY: NORWALK STATE: CT ZIP: 06854 DEF 14A 1 DEFINITIVE 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 [_] [_]CONFIDENTIAL, FOR USE OF THE Check the appropriate box: COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [_]Preliminary Proxy Statement [X]Definitive Proxy Statement [_]Definitive Additional Materials [_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12 BOLT TECHNOLOGY CORPORATION ----------------------------------------------------- (Name of Registrant as Specified In Its Charter) ------------------------------------------------------------------------ (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: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 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: Notes: BOLT TECHNOLOGY CORPORATION FOUR DUKE PLACE NORWALK, CONNECTICUT 06854 (203) 853-0700 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 19, 1996 To the Stockholders of Bolt Technology Corporation: Notice is Hereby Given that the Annual Meeting of Stockholders of BOLT TECHNOLOGY CORPORATION, a Connecticut corporation, (the "Company"), will be held at The Norwalk Inn & Conference Center, 99 East Avenue, Norwalk, Connecticut, on Tuesday, November 19, 1996, at 10:00 A.M. for the following purposes: 1. To elect three directors to hold office for a term of three years and until their successors are elected and shall qualify; 2. To transact such other business as may properly come before the meeting. The Board of Directors has fixed the close of business on October 11, 1996 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting and any adjournment or adjournments thereof. Stockholders are urged to date, sign and return the enclosed form of proxy at their earliest convenience, even if they plan to attend the meeting. A return envelope is enclosed for this purpose which requires no postage if mailed in the United States. By Order of the Board of Directors, Alan Levy, Secretary Dated: October 21, 1996 BOLT TECHNOLOGY CORPORATION FOUR DUKE PLACE NORWALK, CONNECTICUT 06854 (203) 853-0700 PROXY STATEMENT ---------------- ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 19, 1996 ---------------- The accompanying proxy is solicited by the Board of Directors for use at the Annual Meeting of Stockholders of Bolt Technology Corporation (the "Company") to be held at The Norwalk Inn & Conference Center, 99 East Avenue, Norwalk, Connecticut, on Tuesday, November 19, 1996, at 10:00 A.M., and at any adjournment or adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The approximate date on which this Proxy Statement and the form of proxy will be first given or mailed to stockholders is October 21, 1996. Only stockholders of record of the Company's Common Stock, without par value, at the close of business on October 11, 1996, will be entitled to vote at the meeting. At that date there were issued and outstanding 4,971,431 shares of Common Stock, the holders of which are entitled to one vote per share on all matters. A quorum for the Annual Meeting of Stockholders shall consist of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, present in person or by proxy. Any stockholder giving a proxy is empowered to revoke it at any time before it is exercised. A proxy may be revoked by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date. Any stockholder may still attend the meeting and vote in person, regardless of whether he has previously given a proxy, but presence at the meeting will not revoke his proxy unless such stockholder votes in person. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS A beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Voting power is the power to vote or direct the voting of securities and investment power is the power to dispose of or direct the disposition of securities. The following is the only person known to the Company or its management who beneficially owned as of October 11, 1996 more than five percent of any class of the Company's voting securities, other than directors (see below):
SHARES OF COMMON STOCK NAME AND ADDRESS OF BENEFICIALLY PERCENT BENEFICIAL OWNER OWNED OF CLASS ------------------- ------------ -------- First Union National Bank of North Carolina Charlotte, North Carolina 28288-1152 286,400 5.8
SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth all equity securities of the Company beneficially owned as of October 11, 1996 by (i) each director and nominee (ii) each executive officer named in the Summary Compensation Table (iii) all directors and executive officers as a group. Except as otherwise indicated, all beneficial ownership reflected in the table represents sole voting and investment power as to the Common Stock.
SHARES OF PERCENT COMMON STOCK OPTIONS OF NAME OWNED(1) EXERCISABLE(2) TOTAL CLASS(3) ---- ------------ -------------- --------- -------- Stephen Chelminski........... 221,123 16,000 237,123 4.8 Kevin M. Conlisk............. 3,000(4) -- 3,000 * John H. Larson............... 20,200(5) 750 20,950 * Alan Levy.................... 38,770(4) 36,000 74,770 1.5 Bernard Luskin............... 200 750 950 * Robert M. Manning............ 387,494(6) 1,500 388,994 7.8 Joseph Mayerick, Jr. ........ 40,510(4) 36,000 76,510 1.5 Lloyd F. Pierce.............. 25,250 2,250 27,500 * Gerald A. Smith.............. 27,250 7,250 34,500 * Raymond M. Soto.............. 114,960 87,000 201,960 4.0 All Executive Officers and Directors As a Group.................. 878,757 187,500 1,066,257 20.7
- -------- (1) Includes 5,232 shares, 5,000 shares, 4,000 shares, 21,000 shares and 1,875 shares held by the wives of Messrs. Chelminski, Larson, Pierce, Smith and Soto, respectively, or an aggregate of 37,107 shares owned by the wives of all directors and officers as a group, as to which such directors and officers disclaim beneficial ownership. (2) Represents shares subject to stock options granted under the Company's stock option plans which are currently exercisable. (3) The percentages represent the total of shares listed in columns (1) and (2) divided by the issued and outstanding shares of Common Stock as of October 11, 1996 plus where applicable all stock options currently exercisable to the individual or group, as appropriate. (4) Represents shared voting power with a family member. (5) Represents 7,500 shares, the voting power of which is shared with a family member. (6) Represents 5,000 shares, the voting power of which is shared with a family member. The address of Mr. Manning who owns more than 5% of the Company's Common Stock is Four Duke Place, Norwalk, Connecticut 06864. * Less than 1%. 2 ELECTION OF DIRECTORS Under the Company's By-Laws, its directors are divided into three classes, each to be elected at successive annual meetings for terms of three years. The Company's Board of Directors consists of eight members, all of whom are elected by holders of Common Stock. The three directors whose terms will expire at the 1996 Annual Meeting of Stockholders are Joseph Mayerick, Jr., Lloyd F. Pierce and Gerald A. Smith. Dr. Pierce, having attained directors retirement age, will be retiring from the Board of Directors as of the date of the Annual Meeting. The Board of Directors has nominated Messrs. Mayerick and Smith, both of whom are currently serving as directors, to stand for election at the Annual Meeting of Stockholders. The Board of Directors has also nominated Kevin M. Conlisk to fill the vacancy created by the retirement of Dr. Pierce. At the Annual Meeting, the accompanying proxy, if properly executed and returned, will be voted (absent contrary instructions) in favor of electing as directors these three nominees. Should any one or more of these nominees become unable to accept nomination or election, which the Board of Directors has no reason to believe will be the case, the persons named in the enclosed form of proxy will vote for the election of such person or persons as the Board of Directors may nominate. The other persons listed below will continue in office as directors until the expiration of their terms and until their successors are duly elected and shall qualify. The following table sets forth the name, age, principal occupation for the past five years and directorships of each of the nominees for election as a director and each of the incumbent directors of the Company.
NAME, AGE AND POSITIONS, BUSINESS EXPERIENCE DIRECTOR IF ANY, WITH COMPANY DURING PAST 5 YEARS SINCE ------------------------ ------------------- -------- Nominees for Term Expiring in 1999: Kevin M. Conlisk, 51, A Principal and Chief Financial Officer of -- Nominee Alinabal Holdings Corporation, a diversi- fied manufacturer of industrial products for more than five years. Joseph Mayerick, Jr., 54, Senior Vice President-Marketing since No- 1993 Senior Vice vember, 1991. Prior to November, 1991, President-Marketing and Vice President-Sales for more than 5 Director years. Gerald A. Smith, 50, Di- President of Integrated Loan Services, 1993 rector Inc., a provider of valuation reports to the banking and mortgage lending indus- tries, since June, 1992. From June, 1991 to June, 1992 an independent business con- sultant. Directors Whose Term Expires in 1997: Stephen Chelminski, 64, A founder of the Company. Since July, 1990, 1962 Director of part-time Director of Special Research and Special Research and De- Development Projects. velopment Projects on a part-time basis and Di- rector Robert M. Manning, 59, A Director, Private Client Group, since Oc- 1991 Director tober, 1993, of Cowen & Co., an investment firm. Prior to October 1993, a Special Limited Partner of Cowen & Co.
3
NAME, AGE AND POSITIONS, BUSINESS EXPERIENCE DIRECTOR IF ANY, WITH COMPANY DURING PAST 5 YEARS SINCE ------------------------ ------------------- -------- Raymond M. Soto, 57, 1979 President and Chief Ex- ecutive Officer and Di- President and Chief Executive Officer since rector July, 1990. Directors Whose Term Expires in 1998: John H. Larson, 66, Di- Retired in April, 1989 as President and 1989 rector Chief Executive Officer and Director of Connecticut Energy Corporation and its principal subsidiary. The Southern Con- necticut Gas Company. Also, a Director of Bay State Gas Co., an independent natural gas distribution company. Bernard Luskin, 71, Chairman of the Board and President for 1966 Chairman of the Board more than five years until his retirement as President in July, 1990.
Messrs. Mayerick and Smith are presently serving as directors of the Company. Both were elected by the Stockholders at the annual meeting held on November 30, 1993. Mr. Conlisk was nominated by the Board of Directors at a meeting held on September 17, 1996 to fill a vacancy. INFORMATION ON COMMITTEES OF THE BOARD OF DIRECTORS During the fiscal year ended June 30, 1996, the Board of Directors held seven Board meetings and four Committee meetings. No director attended fewer than 75 percent of the total number of meetings of the Board and of the Committees of which he was a member. In addition to attending Board and Committee meetings, directors studied matters and documents affecting the Company and had numerous discussions with management at times other than the meetings. The standing committees of the Board of Directors include Audit and Executive Compensation Committees. The Board of Directors selects the nominees for election as directors. The Audit Committee monitors the activities of the Company's independent accountants, receives reports concerning the Company's internal accounting controls, reviews the fees to be paid to the Company's independent accountants, confers as to the financial statements when the audit is completed and reports on such activities to the full Board of Directors. Its members are Lloyd F. Pierce (Chairman), John H. Larson, Bernard Luskin, Robert M. Manning and Gerald A. Smith. The Audit Committee held two meetings during the year. The Executive Compensation Committee oversees the Company's executive compensation programs and establishes its executive compensation policies. Its members are John H. Larson (Chairman), Bernard Luskin, Robert M. Manning, Lloyd F. Pierce and Gerald A. Smith. The Executive Compensation Committee held two meetings during the year. 4 DIRECTORS' COMPENSATION In fiscal 1996, non-employee directors received a fee of $750 for attendance at each meeting of the Board of Directors except the Chairman of the Board who received a fee of $1,000 per meeting. Each non-employee director also received an annual directors fee of $2,000 and $250 for each committee meeting attended. The Company has a consulting agreement with Mr. Luskin, Chairman of the Board. The agreement is renewable annually and provides for a fee of $750 per month. Mr. Stephen Chelminski, a director of the Company, was paid $45,000 for his services as Director of Special Research and Development Projects for the year ended June 30, 1996. Under the Bolt Technology Corporation 1993 Stock Option Plan, each non- employee director receives, when elected as a director, an option to purchase 3,000 shares of the Common Stock of the Company subject to the terms and conditions of the Plan. RECOMMENDATION OF THE BOARD OF DIRECTORS The Board of Directors recommends a vote "FOR" the nominees for director named herein. The affirmative vote of the holders of a majority of the shares of Common Stock of the Company present in person, or represented by proxy, and entitled to vote at the meeting is required for the election of directors. For this purpose, a stockholder voting through a proxy who withholds authority to vote as to all nominees for election as directors is considered to be present and entitled to vote on the election of directors at the meeting, and is in effect a negative vote. 5 EXECUTIVE COMPENSATION The following table sets forth, for the Company's last three fiscal years, the cash compensation paid by the Company, as well as certain other compensation paid or accrued for those years, to the Company's Chief Executive Officer and each of the Company's other executive officers: SUMMARY COMPENSATION TABLE
ANNUAL LONG TERM COMPENSATION COMPENSATION ------------------ ------------- NAME AND PRINCIPAL FISCAL STOCK OPTIONS ALL OTHER POSITION YEAR SALARY($) BONUS($) AWARDS(#) COMPENSATION($)(1)(2) ------------------ ------ --------- -------- ------------- --------------------- Raymond M. Soto, President, Chief Executive Officer and Treasurer 1996 $208,000 $135,000 -- $30,979 1995 185,000 110,000 45,000 3,244 1994 171,000 100,000 22,000 3,468 Joseph Mayerick, Jr. Senior Vice President- Marketing 1996 144,615 38,000 -- 17,573 1995 133,253 33,000 20,000 585 1994 124,138 30,000 12,000 1,152 Alan Levy Vice President-Finance and Secretary 1996 139,615 40,000 -- 14,891 1995 128,157 33,000 20,000 2,914 1994 106,616 30,000 12,000 1,713
- -------- (1) Includes matching contribution paid by the Company to the respective accounts of each named executive under the Company's 401(k) Savings Plan. The matching contribution made to the executive officers account for 1996 was as follows: Mr. Soto, $3,107 and Mr. Levy, $2,544. Mr. Mayerick did not participate in the savings plan. (2) Includes the value of Company paid life insurance policies on Messrs. Soto, Mayerick and Levy. The named executives have the right to designate the beneficiary and in the event of termination of employment, for any reason, ownership of the policy transfers to the named executive. The value of this benefit in 1996 was $27,872 for Mr. Soto, $17,573 for Mr. Mayerick and 12,347 for Mr. Levy. EMPLOYMENT AGREEMENT The Company entered into a three year employment agreement, subject to extension, with Mr. Soto in June 1996. The agreement provides for, among other things, a base annual salary of $206,000 a year, subject to adjustment and a discretionary bonus to be determined from time-to-time by the Board of Directors. The Company must also maintain a life insurance policy for the benefit of Mr. Soto. The agreement will terminate in the event of Mr. Soto's death and may be terminated by the Company in the event of Mr. Soto's disability or for cause (as defined therein). Mr. Soto may terminate his employment for Good Reason, which includes 6 (i) certain changes in Mr. Soto's duties and responsibilities; (ii) the relocation of Mr. Soto's principal place of employment or (iii) the occurrence of a "defined corporate change". If Mr. Soto terminates his employment for Good Reason, he will be entitled to receive all sums which would have become payable to Mr. Soto under this agreement during the three year period following the date of such termination. This sum shall include (a) base salary, and (b) a performance bonus based on the average of the three highest such bonuses paid during the five fiscal years preceding the date of termination. SEVERANCE COMPENSATION PLAN The Company has a Severance Compensation Plan which provides for special severance benefits to employees designated by the Board in the event of their termination, for whatever reason, during the 24-month period following the acquisition by any person or groups of beneficial ownership of 30% of the Company's outstanding shares or change in the composition of the Board during any two-year period resulting in a majority turnover where election or nomination of the new directors was not approved by at least two-thirds of the directors then still in office who were directors at the beginning of such period. The benefit, which is payable within ten days of termination of employment, shall (as pre-designated by the Board) equal two or three times (i) current base salary, (ii) the average of such employee's bonuses in the three highest years during the five-year period prior to termination, and (iii) certain annual medical insurance premiums; provided, however, such total amount may not exceed the maximum amount that may be paid without incurring the adverse tax consequences imposed upon such benefits by the Internal Revenue Code (in general approximately 300% of the employee's average total compensation income for the five preceding calendar years). In certain circumstances, the Plan may be amended or terminated by the Board. The Board has designated 5 key employees to participate in this plan, including all named officers, other than Mr. Soto. OPTION GRANTS IN THE LAST FISCAL YEAR There were no option grants during fiscal 1996 to the named executive officers. 7 STOCK OPTION EXERCISES AND HOLDINGS The following table sets forth information related to options exercised during 1996 by the Company's Chief Executive Officer and each of the Company's other executive officers, and the number and value of options held by such individuals at June 30, 1996. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF UNEXERCISED UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END ($)(1) ACQUIRED VALUE ------------------------- ------------------------- NAME ON EXERCISE(#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- -------------- ------------ ----------- ------------- ----------- ------------- Raymond M. Soto......... -- -- 87,000 -- $135,812 -- Joseph Mayerick, Jr. ... -- -- 36,000 -- 54,850 -- Alan Levy............... -- -- 36,000 -- 54,850 --
- -------- (1) Based upon $2.4375 per share, the market price of a share of common stock as of June 30, 1996, net of exercise prices that range from $0.50 to $1.19 per share. In all cases the exercise price equalled the market price of a share at the date of grant. RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS Deloitte & Touche LLP, independent accountants, were selected by the Board of Directors in March 1996 to serve as the Company's independent accountants for the fiscal year ended June 30, 1996. The Board selects the Company's independent accountants upon recommendation of the Audit Committee. The Audit Committee is expected to make its recommendation for the year ending June 30, 1997 at a meeting to be held in March 1997. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting of Stockholders, with the opportunity to make a statement, if he desires to do so, and is expected to be available to respond to appropriate questions from stockholders. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Company has determined, upon its review, that those persons subject to Section 16 of the Securities Exchange Act of 1934, as amended, have filed on a timely basis Forms 3, 4 and 5 in compliance with Section 16(a) of said Act. OTHER MATTERS The Board of Directors does not know of any matters that may come before the Annual Meeting other than those set forth in the Notice of Annual Meeting of Stockholders and in this proxy statement. However, if any other matters properly come before the Annual Meeting of Stockholders, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters. The cost of the solicitation of proxies will be borne by the Company. In addition to the use of the mails, proxies may be solicited personally, or by telephone or telegraph, by regular employees of the Company or others affiliated with the Company. The Company will not pay compensation for the solicitation of proxies 8 but will reimburse brokers and other persons holding stock in their names or in the names of nominees for their expenses in sending or forwarding proxy material to principals in obtaining their proxies. In order to be considered for inclusion in the Company's proxy statement and form of proxy for next year's Annual Meeting of Stockholders, any proposals by stockholders intended to be presented at the 1997 Annual Meeting of Stockholders must be received by the Company on or before June 21, 1997. All stockholders are urged to execute, date and return promptly the enclosed form of proxy in the enclosed return envelope, regardless of whether they intend to be present in person at the Annual Meeting. By Order of the Board of Directors Alan Levy, Secretary Norwalk, Connecticut Dated: October 21, 1996 9 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS BOLT TECHNOLOGY CORPORATION The undersigned hereby appoints Alan Levy and Raymond M. Soto proxies, each with power to act without the other and with power of substitution, and hereby authorizes them to represent and vote, as designated on the other side, all the shares of stock of Bolt Technology Corporation standing in the name of the undersigned with all powers which the undersigned would possess if present at the Annual Meeting of Stockholders of the Company to be held November 19, 1996 or any adjournment thereof. (CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE) - -------------------------------------------------------------------------------- FOLD AND DETACH HERE BOLT TECHNOLOGY CORPORATION ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 19, 1996, 10:00 A.M. The Norwalk Inn & Conference Center 99 East Avenue Norwalk, Connecticut WHEN OK TO PRINT -- REMOVE ALL RED ITEMS Please mark your votes as [X] indicated in this example - -------------------------------------------------------------------------------- NO TEXT PRINTING IN THIS AREA - -------------------------------------------------------------------------------- The Board of Directors recommends a vote FOR Item 1. WITHHELD Item 1-ELECTION OF DIRECTORS FOR FOR ALL Nominees: [ ] [ ] Item 2-To transact in their discretion such other business as may properly come before Kevin M. Conlisk the meeting. Joseph Mayerick, Jr. Gerald A. Smith WITHHELD FOR: (Write that nominee's name in the space provided below). - ------------------------------ [ ] NO TEXT PRINT IN THIS ADDRESS AREA [ ] Signature(s)____________________________________________Date____________________ NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - FOLD AND DETACH HERE ---------------- Admission Ticket ---------------- Annual Meeting of BOLT TECHNOLOGY CORPORATION Tuesday, November 19, 1996 10:00 a.m. The Norwalk Inn & Conference Center 99 East Avenue Norwalk, Connecticut -----END PRIVACY-ENHANCED MESSAGE-----