-----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, RbFJwtnmBck64SnMRcpT3oporl4j/PFrsYzRKVTRKdsQNp/i/H8Rf6fcvGER17xP 99RUIcH3m1sUioKOFyFKrg== 0001019056-00-000112.txt : 20000223 0001019056-00-000112.hdr.sgml : 20000223 ACCESSION NUMBER: 0001019056-00-000112 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990407 FILED AS OF DATE: 20000222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOONTON ELECTRONICS CORP CENTRAL INDEX KEY: 0000013191 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 221543137 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-02364 FILM NUMBER: 550394 BUSINESS ADDRESS: STREET 1: 25 EASTMANS RD STREET 2: PO BOX 465 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0465 BUSINESS PHONE: 9733869696 MAIL ADDRESS: STREET 1: 25 EASTMANS RD STREET 2: P O BOX 465 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0465 DEF 14A 1 DEFINITIVE 14A BOONTON ELECTRONICS CORPORATION 25 Eastmans Road, P.O. Box 465 Township of Hanover Parsippany, New Jersey 07054-0465 ------------------------------------------ April 7, 1999 TO: THE HOLDERS OF THE COMMON STOCK OF BOONTON ELECTRONICS CORPORATION Enclosed is a copy of the Corporation's Annual Report for its fiscal year ended September 30, 1998. Annexed to this letter is the Notice of Annual Meeting of the Stockholders to be held April 23, 1999. The persons named in the enclosed form of Proxy propose to vote for the election of two Directors. If at the time of election any of the foregoing nominees are unavailable, the persons acting as proxies may, in their judgment, vote for other nominees. Sincerely, By /s/ YVES GUYOMAR ------------------------------------ Yves Guyomar President and CEO 1 BOONTON ELECTRONICS CORPORATION 25 Eastmans Road, P.O. Box 465 Township of Hanover Parsippany, New Jersey 07054-0465 ------------------------------------------ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To the Stockholders of BOONTON ELECTRONICS CORPORATION: Please take notice that the Annual Meeting of Stockholders of BOONTON ELECTRONICS CORPORATION will be held at the offices of the Corporation at 25 Eastmans Road, Township of Hanover, New Jersey, Friday, the 23rd day of April, 1999 at 3:00 o'clock in the afternoon for the following purposes: 1. To elect two Directors; and 2. To transact such other business as may properly come before the meeting. Only stockholders of record as of the close of business on March 1, 1999 shall be entitled to vote at the meeting. If you wish your stock to be voted and you do not expect to be present in person at the meeting, please fill in, sign and return the enclosed proxy in the envelope provided. This NOTICE is sent by order of the Board of Directors. Sincerely, By /s/ YVES GUYOMAR --------------------------- Yves Guyomar President and CEO April 7, 1999 2 BOONTON ELECTRONICS CORPORATION 25 Eastmans Road, P.O. Box 465 Township of Hanover Parsippany, New Jersey 07054-0465 ------------------------------------------------ PROXY STATEMENT ------------------------------------------------ The accompanying Proxy is solicited by the Board of Directors of the Corporation for use at the Annual Meeting of Stockholders to be held on April 23, 1999. The persons named as proxies were selected by the Board of Directors of the Corporation and are Directors of the Corporation. Any stockholder giving a Proxy has the right to revoke it by notice in writing to the Secretary of the Corporation at any time prior to its use. The Corporation will pay the cost of soliciting Proxies in the accompanying form. Proxies may be solicited by Directors, officers and other employees of the corporation personally, by mail, by telephone or by facsimile. On request, the Corporation will pay brokers and other persons holding shares of stock in their names or in those of their nominees for the reasonable expenses in sending soliciting material to, and seeking instructions from, their principals. The information contained in the Proxy Statement with respect to the nominees for the Board of Directors is based upon information furnished by them. This Proxy Statement and the accompanying Proxy are first sent to stockholders on April 7, 1999. VOTING SECURITIES The Corporation has only one class of stock, which has the sole voting power. At the date of this Statement there were 2,387,332 shares of the Corporation's capital stock issued and outstanding entitled to vote. Each share outstanding on the record date will be entitled to one vote at the meeting. Only stockholders of record at the close of business on March 1, 1999 will be eligible to vote at the meeting. Fifty-one percent (51%) of the outstanding shares shall constitute a quorum at the meeting. The following tabulation lists, as to (i) each present Director of the Corporation, (ii) each other person known to the corporation to be the beneficial owner of more than five percent (5%) of the voting stock of the Corporation, and (iii) all Directors and officers as a group, the number and percentage of the Corporation's voting common stock owned by such beneficial owner, Director and group on the date indicated. Except as reflected in the tabulation, all shares are directly owned by the named individuals and group members, and such individuals and group members possess sole voting and investment power with respect to such shares. 3 Number of Shares Beneficially Owned Percentage Beneficial Owner on March 01, 1999 of Ownership - -------------------------------------------------------------------------------- Daniel Auzan (Director) 12,727 .53% c/o General Electronique SA ZI de Bracheux 16 rue Joseph Cugnot 60000 Beauvais France Ronald T. DeBlis (Director) 117,142 4.91% 37 Farmstead Road Short Hills, NJ 07087 Jack Frucht (Director) 91,176 3.82% 380 Mountain Road, Apt. #512 Union City, NJ 07087 Yves Guyomar (Director) 41,667 1.75% 1012 Gates Court Morris Plains, NJ 07950 Abel Sheng (Director) 373,193* 15.63% 270 Sylvan Avenue Englewood Cliffs, NJ 07632 Otto H. York (Director) 350,481 14.68% 130 Hempstead Court Madison, NJ 07940 John M. Young (Director) 185,000** 7.75% 9749 Maplecrest Circle, S.E. Lehigh Acres, FL 33936 G.E.M. USA, Inc. 540,933 22.66% Sidco Investment, Inc. 62,755 2.63% - -------------------------------------------------------------------------------- All directors and officers 1,171,386 49.07% as a group (7 persons) - -------------------------------------------------------------------------------- * Mr. Sheng is the indirect beneficial owner of the shares owned by Sidco Investment, Inc. ** Includes 6,000 shares owned by his wife, to which Mr. Young disclaims beneficial ownership. - -------------------------------------------------------------------------------- 4 ELECTION OF DIRECTORS The Board of Directors is divided into three classes with terms expiring on three successive Annual Meeting Dates. At the Annual Meeting to be held on April 23, 1999, the following persons, Daniel Auzan and Otto H. York, are nominees of the Board for election as directors for three-year terms expiring in 2002. It is intended that the Proxies solicited by and on behalf of the Board of Directors will be voted for the election of the nominees; provided however, that in the event of the death or ineligibility, inability or unwillingness to serve of any nominee, the Proxies will be voted according to the judgment of the persons named therein. The Board has no reason to believe that any nominee would be ineligible, unable or unwilling to serve if elected. Listed below are the names and ages of the nominees and all other Directors, all positions and offices held be each person and the period or periods during which he has served in such positions and offices. The nominees are now directors; Messrs. Auzan and York were elected to their terms of office at the Annual Meeting of Shareholders held April 29, 1996. The By-Laws of the Corporation provide for a Board of Directors consisting of a maximum of seven members. The candidacy of none of the nominees is the subject of any arrangement or understanding between any nominee and any other person or persons, except the Directors and officers of the Corporation acting solely in that capacity. None of the nominees are related to any other director or to any executive officer by blood, marriage or adoption.
Position with Issuer Name Age and Principal Occupation Period as Director - ----------------------------------------------------------------------------------------------- DIRECTORS WITH TERMS EXPIRING IN 2002: Daniel Auzan 55 Director, Chairman of 1996 - Present The Board, President Directeur General, General de Mesure et de Maintenance Electronique, S.A. Otto H. York 88 Director, Vice Chairman 1969 - Present Of the Board, President, York Resources, Inc. NOMINEES FOR ELECTION WITH TERMS EXPIRING IN 2001: Ronald T. DeBlis 74 Director; retired Dun & 1981 - Present Bradstreet Jack Frucht 84 Director; retired Chairman 1947 - Present of the Board and Chief Executive Officer of the Corporation Yves Guyomar 60 Director, President and 1997 - Present CEO of the Corporation
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Position with Issuer Name Age and Principal Occupation Period as Director - ----------------------------------------------------------------------------------------------- DIRECTORS WITH TERMS EXPIRING IN 2000: John M. Young 80 Director, retired Vice 1947 - Present President and Operations Manager of the Corporation Abel Sheng 57 Director, President, Raamco 1996 - Present International, Inc. and 1991 - 1994 Sidco Investments, Inc., Investment companies
No Director is or, within the last five years, has been employed by any parent, subsidiary or affiliate of the Company. During the past fiscal year, there were a total of four meetings of the Board of Directors. No Director attended fewer than 75 percent of such meetings, during the period for which he was a Director. The Proxies solicited by this Proxy Statement can be voted only for the nominees named above, except in the event of occurrences previously discussed herein.
COMPENSATION OF DIRECTORS AND OFFICERS Summary Compensation Table Long-Term Name and Annual Compensation Compensation All other Principal Position Year Salary Bonus Other Awards Compensation - --------------------------------------------------------------------------------------------------- Yves L. Guyomar 1998 $140,000 N/A N/A N/A N/A President & CEO Yves L. Guyomar 1997 $105,000 N/A N/A N/A N/A President & CEO Ronald T. DeBlis 1996 N/A N/A N/A N/A N/A President & CEO Otto H. York 1996 N/A N/A N/A N/A N/A President & CEO Holmes Bailey 1996 $ 72,962 N/A N/A N/A $32,308 President & CEO
Pre-requisites and other personal benefits, securities or property conveyed to each officer did not exceed either $50,000 or 10% of such executive's salary and bonus. Those Directors of the Company who are not salaried officers (Messrs. Auzan, DeBlis, Frucht, Sheng, York and Young) are paid Directors' fees at the rate of $10,000 per year, in quarterly installments, plus $500 per scheduled meeting of the Board or any committee. The Board has, by resolution, agreed to be paid fifty percent (50%) of their fees for fiscal year 1997 and 1996, respectively. 6 As approved by the Corporation's stockholders at the 1987 annual meeting, the Corporation's 1987 Incentive Stock Option Plan provided for the granting of tax-qualified stock options to key employees for up to 75,000 shares of the Corporation's Common Stock. No shares remain available for future option grants under the Plan. On November 15, 1994, the Board of Directors authorized the grant of options to purchase 55,000 shares to officers and other key employees, and as they relate to officers, they have been included in the Voting Securities section of this Proxy Statement. The Plan is administered by the Board of Directors, which selects participants. Under the Plan, incentive stock options must be granted at 100% of the fair market value of the Common Stock on the date of grant and may not be granted to any employee who owns more than 10% of the Corporation's Common Stock nor for a term exceeding five years. Options under the Plan are not transferable and are subject to adjustment in the event of a stock dividend, stock split, reorganization or any other change in the corporate structure or shares of the Corporation. On November 15, 1994, options to purchase 12,500 shares were granted to all executive officers as a group. The per share exercise price for all outstanding options is $1.0625. As approved by the Corporation's stockholders at the 1987 annual meeting, the Corporation's Stock Option Program for Non-Employee Directors provided for the grant of non-qualified stock options to non-employee directors for up to 37,500 shares of the Corporation's Common Stock. No shares remain available for future option grants under the plan. INDEPENDENT PUBLIC ACCOUNTANTS AND RELATED MATTERS I. Weismann Associates, Certified Public Accountants, has been engaged by the Corporation as its independent public accountant. A representative from I. Weismann Associates is expected to be present at the Annual Meeting of Stockholders with the opportunity to make a statement if so desired and to be available to respond to appropriate questions. COMMITTEES The Board of Directors has a standing audit committee consisting of Messrs. Auzan, DeBlis and York. The last meeting of the audit committee was held June 30, 1997 to discuss the Corporation's audit for the fiscal year ended September 30, 1997 and to discuss other matters relating to the Corporation's accounting, financial reporting and auditing functions. The Board of Directors has a standing compensation committee consisting of Messrs. Auzan, DeBlis and York. The last meeting of the compensation committee was held January 10, 1998. The Board of Directors has a standing budget committee consisting of Messrs. Auzan, DeBlis and York. The last meeting of the budget committee was held October 13, 1997. The Board of Directors has a standing environmental committee consisting of Messrs. Auzan, DeBlis and York. The last meeting of the environmental committee was held June 30, 1997. 7 DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS Proposals from stockholders must be received by the Corporation by November 12, 1999 for inclusion in the proxy relating to the annual meeting to be held in 2000. PURPOSES OF MEETING AND OTHER MATTERS The meeting is called to elect two Directors and to transact such other business as may properly come before the meeting. As of the date of this Proxy Statement, the Board does not know of any business, other than the election of Directors, to come before the meeting, but if any business does lawfully come before the meeting, it is the intention of the persons named in the enclosed Proxy to vote in regard thereto in accordance with their best judgement. A copy of the Annual Report for the year ended September 30, 1998 is enclosed herewith. The Annual Report is not regarded as proxy soliciting material. BOONTON ELECTRONICS CORPORATION By /s/ YVES GUYOMAR ------------------------------------ Yves Guyomar President and CEO Township of Hanover, New Jersey April 7, 1999 8 -----END PRIVACY-ENHANCED MESSAGE-----