Mobot Merger With Texas Firm Approved
Mobot Corp. shareholders Wednesday overwhelmingly approved a merger with a Houston-based company in a quick, routine meeting.
However, the meeting could have become drawn out and stormy had Mobot not reached a final compensation agreement only minutes before with former Chairman and President Lawrence J. Kamm. Kamm’s abrupt resignation from the robot systems maker March 22 forced a delay of its March 29 annual meeting, at which shareholders were to have voted to merge with Advanced Manufacturing Systems, a producer of factory automation systems.
Under terms of a previous agreement with Advanced Manufacturing Systems, Kamm would have stepped down as an officer and become a $50,000-per-year consultant to the company. That eight-year agreement stipulated that Kamm would receive 95% of that compensation if the company terminated the agreement.
It is unclear whether Kamm resigned voluntarily or was forced out, and neither he nor Mobot officials would discuss the departure. Terms of the new agreement were not disclosed. However, a source familiar with the negotiations said the talks centered on reducing the number of years Kamm would receive payments.
Before the gathering started, Kamm stood outside the shareholders’ meeting room at the Kona Kai Club, beyond the view of the investors. When asked whether he would attend the meeting if a final agreement could not be reached, he said, “Oh, yeah.”
Kamm said in a telephone interview after the meeting that he will become an independent electronics-industry consultant to a handful of clients.
Although Kamm’s departure ensured the delay of the merger, the vote would have been postponed anyway because of an error in the proxy that incorrectly calculated Advanced Manufacturing Systems’ backlog at $4.8 million, instead of only $1.45 million.
The merger is actually a reverse acquisition, with the publicly traded Mobot buying the Houston company for stock but Advanced Manufacturing Systems executives gaining control of Mobot.
The new company will be called Mobot, but its headquarters will be moved to Houston. However, it will continue to manufacture robot systems here, according to Robert Kietzman, Advanced Manufacturing Systems’ chairman, president and chief executive. He will become chief executive of Mobot when the merger is completed in about 40 days.
At that time, Mobot directors Elaine and David McNabb will resign. Director James D. Byrne, who is acting chief executive at Mobot, will remain on the new company’s board.
When the merger was announced last year, Kamm acknowledged that his dream to compete against large corporations in the robot industry had faded. The company had four years of losses, and its cash reserves were drained.
Kietzman has said he will redesign Mobot’s marketing efforts to concentrate on automated industries and to position the company as a “leader in user-friendly, integrated systems.”
