Vote on Mobot Merger Proposal Postponed
Officials of Mobot Corp. had expected a full round of fireworks from confused shareholders at the robot systems maker’s annual meeting last Friday.
It never materialized, although shareholders remained somewhat confused when they departed the sluggish two-hour affair.
At no time during the gathering was there an explanation of the surprise resignations last week of Mobot Chairman and President Lawrence J. Kamm and his wife, Edith, who was a director.
Neither the Kamms nor Mobot officials have offered any explanation for the resignations. Privately, Mobot officials said that the only reason they could surmise for the Kamms’ departure was that it was in some way designed to stall shareholders’ vote on whether to merge Mobot with a Houston-based firm.
The deal is actually a reverse acquisition, with the publicly traded Mobot buying Advanced Manufacturing Systems Inc., a producer of factory automation systems. Under terms of the agreement, Kamm was going to step down anyway this summer, which made his resignation all the more surprising.
AMS officials conceded, however, that the vote would have been delayed even if the Kamms had not resigned because the proxy statement detailing AMS’s financial condition was in error, according to Robert Kietzman, AMS chairman, president and chief executive.
The incorrect portion stated that CMW, an AMS subsidiary, had an order backlog of $4.8 million as of Sept. 30. But that amount included $2.9 million in disputed orders--a dispute that CMW later settled out of court for $636,000.
AMS’s backlog is about $1.45 million rather than $4.8 million, Kietzman said. That error alone would have forced a postponement of the merger vote.
A shareholders meeting to approve or reject the proposal has been scheduled for May 8.
AMS officials also had planned to postpone their presentation to shareholders following the Kamms’ resignations. However, a last-minute agenda change prompted Kietzman and his staff to engage in a lengthy slide-and-video presentation about AMS and an explanation of the new direction they plan for Mobot.
Mobot’s marketing efforts will be redesigned, Kietzman said, to concentrate on automated industries and to position itself as a “leader in user-friendly, integrated systems.”
“We take a different approach than (Mobot) may be used to--we believe in annual planning and annual budgeting,” Kietzman said--an apparent jab at Kamm.
Mobot’s focus will be on greater product line standardization, continuing cost reduction measures and a beefed-up acquisition program, he said.
When Kamm announced the AMS merger proposal last year, he acknowledged that his dream of competing against the large corporations in the robot industry had faded after four years of red ink and drained cash reserves. For the nine months ended Dec. 31, Mobot reported a loss of $98,000 on revenue of $1.6 million, compared with a loss of $512,000 on revenue of $984,000 for the nine months ended Dec. 31, 1983.
In a brief interview following his resignation last week, Kamm lamented not having listed Mobot’s research and development costs separate from cost of sales expenditures because it would have given the company more “prestige.”
One shareholder, citing that interview, asked Mobot executives why they had not broken out research and development expenses.
Ken Claire responded that it would have been “misleading to take a portion of customers’ costs and show it as R&D;” because it would have inflated Mobot’s profits.
The answer confused some shareholders because research and development expenses and cost-of-sales expenditures subtract equally from a firm’s bottom line.
