<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AML COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(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):
[_] $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 Act Rule 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:
<PAGE>
[LOGO OF AML COMMUNICATIONS]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 27, 1996
Dear Stockholder:
You are cordially invited to attend the 1996 Annual Meeting of Stockholders of
AML Communications, Inc., which will be held on Tuesday, August 27, 1996, at
10:00 a.m. at the Courtyard by Marriott Hotel, 4994 Verdugo Way, Camarillo,
California 93012.
At the Annual Meeting, stockholders will be asked to consider the following
proposals:
1. To elect two Class I directors as described in the accompanying Proxy
Statement to hold office until the 1999 Annual Meeting of Shareholders and
until their successors are duly elected and qualified.
2. To transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on July 15, 1996, as the
record date for the determination of stockholders entitled to notice of and to
vote at the meeting. Only stockholders of record as of that time are entitled
to such notice and to vote at the Annual Meeting. A list of stockholders
entitled to vote at the Annual Meeting will be open to examination by any
stockholder for any purpose germane to the Annual Meeting during normal
business hours from August 6, 1996 until August 27, 1996, at the Company's
offices located at 1000 Avenida Acaso, Camarillo, California.
All of the Company's stockholders are invited to attend the Annual Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED ENVELOPE
PROVIDED WITH THIS NOTICE. NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON, EVEN IF
YOU SEND IN YOUR PROXY TO THE MEETING.
By Order of the Board of Directors,
/s/ Edwin J. McAvoy
Edwin J. McAvoy
Secretary
Camarillo, California
July 25, 1996
<PAGE>
[LOGO OF AML COMMUNICATIONS]
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
August 27, 1996
Approximate date of mailing: July 25, 1996
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of AML Communications, Inc., (the "Company" or "AML") of
proxies for use at the 1996 Annual Meeting of Stockholders of AML
Communications, Inc. (the "Annual Meeting") to be held on Tuesday August 27,
1996 at 10:00 a.m. at the Courtyard by Marriott Hotel, 4994 Verdugo Way,
Camarillo, California 93012 and at any adjournment or postponement thereof.
VOTING RIGHTS
Stockholders of record of AML as of the close of business on July 15, 1996, have
the right to receive notice of and to vote at the Annual Meeting. On June 30,
1996, AML had issued and outstanding 5,885,656 shares of Common Stock, $.01 par
value (the "Common Stock") the only class of voting securities outstanding.
Each stockholder of record as of the record date will be entitled to one vote
for each share of common stock held as of the record date. The presence at the
Annual Meeting in person or by proxy of a majority of the shares of common
stock outstanding as of the record date will constitute a quorum for
transacting business. Abstentions and broker non-votes are counted for purposes
of determining the presence of a quorum for the transaction of business. With
regard to the election of directors, votes may be cast in favor or withheld;
votes that are withheld will be excluded entirely from the vote and will have
no effect. Abstentions may be specified on proposals other than the election of
directors, and will be counted as present for purposes of the item on which the
abstention is noted, and therefore counted in the tabulation of the votes cast
on a proposal with the effect of a negative vote. Under applicable Delaware law,
broker non-votes are not counted for purposes of determining the votes cast on
a proposal.
PERSONS MAKING THE SOLICITATION
The Proxy is solicited on behalf of the Board of Directors of the Company. The
only solicitation materials to be sent to stockholders will be this Proxy
Statement and the accompanying Proxy. The Board of Directors does not intend to
use specially engaged employees or paid solicitors. The Board of Directors also
intends to solicit Proxies held on behalf of stockholders by brokers, dealers,
banks and voting trustees, or their nominees. The Company will pay all
reasonable expenses by such holders for mailing the solicitation material to the
stockholders for whom they hold shares. All solicitation expenses are being paid
by the Company.
TERMS OF THE PROXY
The enclosed Proxy indicates the matters to be acted upon at the Annual Meeting
and provides a box to be marked to indicate the manner in which the
stockholder's shares are to be voted with respect to the such matters. By
appropriately marking the boxes, a stockholder may specify, with respect to the
2
<PAGE>
election of directors, whether the Proxy holder shall vote for or be without
authority to vote on any or all candidates; and with respect to all other
matters, whether the Proxy holder shall vote for or against or be without
authority to vote on.
The Proxy also confers upon the holders thereof discretionary voting authority
with respect to such other business as may properly come before the Annual
Meeting.
Where a stockholder has appropriately directed how the Proxy is to be voted, the
shares will be voted in accordance with the stockholder's direction. In the
absence of instructions, shares represented by valid Proxies will be voted for
the two nominees for director. If any other matters are properly presented at
the Annual Meeting, the persons named in the Proxy will vote or refrain from
voting in accordance with their best judgment. A Proxy may be revoked at any
time prior to its exercise by giving written notice of the revocation thereof to
the Corporate Secretary of the Company or by filing a duly executed Proxy
bearing a later date. Stockholders may also vote in person if they attend the
Annual Meeting even though they have executed and returned a Proxy.
3
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock of the Company as of June 30, 1996, by
(i) each person known to the Company to own beneficially more than 5% of the
outstanding Common Stock, (ii) each Director of the Company, (iii) each Named
Executive Officer and (iv) all Directors and executive officers as a group.
Except as otherwise noted, each named beneficial owner has sole voting and
investment power with respect to the shares owned. On June 5, 1996, the Company
effected a 3 for 2 stock split. All share and per share amounts contained herein
have been retroactively restated to reflect the stock split.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
OWNERSHIP
OF COMMON
STOCK PERCENT (1)
----- -----------
<S> <C> <C>
Jacob Inbar (2) 1,355,006(3)(4) 22.3%
Tiberiu Mazilu (2) 914,989(5) 15.5%
Edwin McAvoy(2) 415,144(6) 7.0%
David Derby(2)(7) - -
Richard Flatow(2)(7) - -
Susan Inbar(8)(9) 475,186 8.1%
All current executive officers and directors
as a group (8 persons)(10) 2,908,799 47.2%
</TABLE>
(1) Applicable percentage of ownership is based on 5,885,656 shares of Common
Stock outstanding as of June 30, 1996, together with applicable options for such
stockholder exercisable within 60 days. Shares of Common Stock subject to
options exercisable within 60 days are deemed outstanding for computing the
percentage ownership of the person holding such options, but are not deemed
outstanding for computing the percentage of any other person.
(2) The address of such person is 1000 Avenida Acaso, Camarillo, California
93012.
(3) Includes 182,765 shares issuable pursuant to options exercisable within 60
days. Number of shares does not include shares held by Susan Inbar, Mr. Inbar's
ex-spouse. Mr. Inbar disclaims beneficial ownership with respect to such shares.
(4) All shares, other than option shares, are held in the Inbar Trust U/A/D
3/13/90. Mr. Inbar and Catherine Inbar are the trustees with shared voting power
with respect to such shares.
(5) Includes 12,185 shares issuable pursuant to options exercisable within 60
days. Also includes 182,765 shares owned by Dr. Mazilu's minor child, beneficial
ownership of which is expressly disclaimed by Dr. Mazilu.
4
<PAGE>
(6) All shares, other than option shares, are held in the Ed and Marlene McAvoy
Trust. Mr. McAvoy and Marlene McAvoy are trustees with shared voting power with
respect to such shares. Includes 60,923 shares issuable pursuant to options
exercisable within 60 days. Also includes 12,276 shares owned by his adult child
residing in the same household, beneficial ownership of which is expressly
disclaimed by Mr. McAvoy.
(7) Member of the Audit Committee and Compensation Committee.
(8) Number of shares does not include shares held by Jacob Inbar, Ms. Inbar's
ex-spouse. Ms. Inbar disclaims beneficial ownership of such shares.
(9) This information is based solely on the Schedule 13G dated February 13,
1996, which was filed with the Securities and Exchange Commission by Ms. Inbar.
The address of Ms. Inbar, as set forth in the Schedule 13G is Coronel Diaz
1824, 6trB, Buenos Aires, Argentina.
(10) Includes 277,195 shares issuable pursuant to options exercisable within 60
days.
5
<PAGE>
PROPOSAL No. 1
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes, Class I,
Class II and Class III, each serving for three-year terms, which are staggered
to provide for the election of approximately one-third of the Board members each
year. Two Class I directors are to be elected at the Annual Meeting to hold
office until the 1999 Annual Meeting of Stockholders and until their successors
have been elected and qualified. It is intended that each Proxy, unless
otherwise specified, will be voted for the election to the Board of Directors
for each of the two nominees set forth below. Directors shall be elected by a
plurality of the votes of shares present in person or represented by proxy at
the meeting.
In the event that either of the nominees for directors listed below should
become unavailable for election for any currently unforeseen reason, the persons
named in the accompanying Proxy have the right to use their discretion to vote
for such other person as may be determined by the holders of such proxies. To
the best of the Company's knowledge, both nominees are and will be available to
serve.
The following table sets forth the name and age of each nominee for director,
and each other present director whose term of office does not expire in 1996,
with the year he was first elected as a director and his positions held with the
Company.
NOMINEES FOR TERMS EXPIRING IN 1999:
<TABLE>
<CAPTION>
Director Term to
Name Age Positions Since Expire
---- --- --------- ----- ------
<S> <C> <C> <C> <C>
Edwin J. McAvoy 52 Vice President, Sales 1986 1999
and Marketing and
Director
Richard W. Flatow 55 Director 1995 1999
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN OR AFTER 1997
AND WHO ARE NOT CURRENTLY NOMINEES FOR RE-ELECTION:
<TABLE>
<S> <C> <C> <C> <C>
Tiberiu Mazilu, Ph.D. 50 Vice President, Custom 1987 1997
Products and Director
David A. Derby 55 Director 1995 1997
Jacob Inbar 47 President, Chief 1986 1998
Executive Officer and
Chairman of the Board
</TABLE>
6
<PAGE>
BACKGROUND OF THE NOMINEES AND DIRECTORS
JACOB INBAR is a co-founder of the Company and has served as its President,
Chief Executive Officer and as a Director since its incorporation in November
1986. Mr. Inbar has served as the Company's Chairman of the Board since
September, 1995. Prior to founding the Company, in 1981 Mr. Inbar was a founder
of California Amplifier Inc., (Nasdaq-CAMP), a manufacturer of microwave
amplifier products, and served as its President and Chief Executive Officer
until 1985. Mr. Inbar holds a B.S. in Electrical Engineering from Ben Gurion
University, Israel and an M.B.A. from California Lutheran University.
TIBERIU MAZILU, PH.D. is a co-founder of the Company and has served as its Vice
President, Custom Products and a Director since January 1987. Dr. Mazilu served
as the Company's Chairman of the Board from January, 1987, until September,
1995. Prior to founding the Company, Dr. Mazilu was a Research and Development
Group Leader for Hughes Aircraft and Missile Systems Group from 1981 to 1986.
Dr. Mazilu holds a Ph.D. in Electrical Engineering, with a specialty in
electromagnetics, from the University of California, Los Angeles.
EDWIN J. MCAVOY is a co-founder of the Company and has served as its Vice
President, Sales and Marketing and as a Director since its incorporation in
November, 1996. Prior to joining the Company, Mr. McAvoy held several positions,
including Director of Marketing, at Dataproducts Corporation, a manufacturer of
printers for the computer industry from 1971 to 1986. Mr. McAvoy holds a B.S.
degree in Applied Engineering from Technical College, Grimsby, England.
DAVID A. DERBY has been a Director of the Company since December, 1995, and has
been President, Chief Executive Officer and a director of Datron Systems
Incorporated, a manufacturer of radio and satellite communication systems and
products since May, 1982.
RICHARD W. FLATOW has been a Director of the Company since December, 1995, and
has been the President of RWF Enterprises, a management consulting firm, since
1994. From 1993 to 1994, Mr. Flatow was President and Chief Executive Officer of
Futurekids, Inc., a franchisor of computer training for children. From 1991 to
1993, Mr. Flatow was a Managing Partner and Senior Consultant for Hankin & Co.,
a middle-market management consulting firm. From 1986 to 1990, Mr. Flatow was
Chairman, President and Chief Executive Officer for Avalon Marketing, Inc., a
consumer products holding company.
COMMITTEES OF THE BOARD
The Board of Directors has delegated certain of its authority to a Compensation
Committee and an Audit Committee. Both Committees are composed of Messrs. Flatow
and Derby, with Mr. Flatow serving as chairman of the Compensation Committee and
Mr. Derby serving as chairman of the Audit Committee. No member of either
committee is a former or current officer or employee of the Company.
7
<PAGE>
The Compensation Committee reviews executive salaries and administers any bonus,
incentive compensation and stock option plans of the Company, including the
Company's 1995 Stock Incentive Plan. In addition, the Compensation Committee
consults with management of the Company regarding pension and other benefit
plans, and compensation policies and practices of the Company.
The Audit Committee reviews the professional services provided by the Company's
independent auditors, the independence of such auditors from management of the
Company, the annual financial statements of the Company and the Company's system
of internal accounting controls. The Audit Committee also reviews such other
matters with respect to the accounting, auditing and financial reporting
practices and procedures of the Company as it may find appropriate or as may be
brought to its attention.
BOARD AND COMMITTEE ATTENDANCE
From April 1, 1995 through March 31 , 1996, the end of the Company's fiscal
year, the Board of Directors held eleven meetings. Each director attended 75% or
more of the total number of meetings of the Board of Directors held during the
period for which he has been a director. There were no meetings of the Audit or
Compensation Committees during the fiscal year.
COMPENSATION OF DIRECTORS
Directors who are also officers of the Company receive no additional
compensation for their services as directors. Each of the non-employee directors
receives an annual retainer of $6,000 for serving on the Board and $500 for each
Board or Committee meeting attended, plus out-of-pocket expenses. In addition,
under the terms of the Company's 1995 Stock Incentive Plan, each non-employee
director receives, (i) an automatic grant, upon becoming a director, of 15,000
non-qualified stock options, to vest 25% per year for four years; and (ii) an
automatic grant of 7,500 non-qualified stock options each year, on the business
day following the date of the annual meeting of Stockholders, to vest 25% per
year for four years.
8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the compensation
paid by the Company to the Chief Executive Officer and to the two most highly
compensated officers (collectively, the "Named Executive Officers" ) who
received salary and bonuses in excess of $100,000 during fiscal 1996 for all
services rendered in all capacities to the Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION (1)
------------------------------------------
FISCAL 1996
ANNUAL COMPENSATION
-------------------
ALL OTHER
NAME AND PRINCIPAL POSITION SALARY($)(2) BONUS($) COMPENSATION($)(3)
- --------------------------- ------------ -------- ------------------
<S> <C> <C> <C>
Jacob Inbar, President, Chief
Executive Officer and Chairman
of the Board...................... 124,729 37,000 5,120
Tiberiu Mazilu, Vice President
Custom Products................... 97,480 24,000 3,727
Edwin J. McAvoy, Vice President
Sales and Marketing............... 97,480 24,000 4,003
</TABLE>
(1) Other than salary, bonus and the other compensation described herein, the
Company did not pay the Named Executive Officers any compensation, including
incidental personal benefits, in excess of 10% of such Named Executive Officer's
salary.
(2) Salary includes amounts deferred pursuant to the Company's 401(k) plan.
(3) The amounts shown represent Company contributions to the Company's 401(k)
plan and profit sharing plans for the benefit of the Named Executive Officer.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
None of the Named Executive Officers were granted stock options during the
fiscal year ended March 31, 1996.
During fiscal 1996, the Company granted options to other employees to purchase
an aggregate of 226,249 shares, with exercise prices ranging from $.60 to $7.92
per share. The options were subject to vesting over varying periods ranging from
50% exercisable upon date of grant and 50% upon the first anniversary of the
grant to vesting over a four year period, with 25% of the options exercisable on
each successive anniversary of the date of grant.
OPTION EXERCISES AND FIXCAL YEAR-END OPTION VALUES
The following table sets forth certain information with respect to the
unexercised options to purchase Common Stock held by the Named Executive
Officers as of March 31, 1996. All information gives retroactive effect to the
3 for 2 stock split paid on June 28, 1996 to owners of record June 5, 1996.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE MONEY OPTIONS/SARS
OPTIONS/SARS AT FY END (#) AT FY END ($) (1)
-------------------------- --------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Jacob Inbar 237,594(2) 54,830 2,228,544 517,583
Tiberiu Mazilu 48,738(3) 42,645 464,328 403,459
Edwin J. McAvoy 85,290(4) 60,993 802,900 558,034
</TABLE>
(1) Fair market value of the Common Stock as of March 31, 1996 ($9.75 per share
after giving retroactive effect to the 3 for 2 stock split discussed above)
minus the exercise price.
(2) Represents options for shares granted in July 1993 and July and August
1994.
(3) Represents options for shares granted in July 1993 and July 1994.
(4) Represents options for shares granted in March and July 1994.
10
<PAGE>
CERTAIN TRANSACTIONS
In fiscal 1994 and 1995, the Company borrowed an aggregate of $425,000 from
directors, officers and certain stockholders of the Company. In December, 1995,
the Company repaid these notes with a portion of its net proceeds from its
initial public offering.
In fiscal 1995 and 1996, Mr. Inbar loaned or extended existing loans to the
Company totaling an aggregate principal amount of $90,000 evidenced by four
separate promissory notes. Each loan bore interest at a rate of 6% per annum,
with interest only payable annually. The loan was repaid in December, 1995 (see
above).
In fiscal 1995 and 1996, Dr. Mazilu loaned or extended existing loans to the
Company totaling an aggregate principal amount of $67,500 evidenced by three
separate promissory notes. Each loan bore interest at a rate of 6% per annum,
with interest only payable annually. The loan was repaid in December, 1995 (see
above).
In fiscal 1995, Susan Inbar, a principal stockholder of the Company, extended
existing loans to the Company totaling an aggregate principal amount of
$107,000, evidenced by two promissory notes. Each loan bore interest at a rate
of 6% per annum, with interest only payable annually. The loan was repaid in
December, 1995 (see above).
The Company believes that the terms of all transactions between the Company and
stockholders described above are no less favorable to the Company than terms
that could have been obtained from third parties. Since December 15, 1995, the
date of the completion of the Company's initial public offering, all
transactions between the Company and its officers, directors, principal
stockholders or their affiliates are subject to approval by the Audit Committee
of the Board of Directors.
11
<PAGE>
INDEMNIFICATION
The General Corporation Law of the State of Delaware, the state of incorporation
of the Company, and the Bylaws of the Company provide for indemnification of
directors and officers. Section 145 of the Delaware General Corporation Law
provides generally that a person sued as a director, officer, employee or agent
of a corporation may be indemnified by the corporation for reasonable expenses,
including attorneys' fees, if, in cases other than actions brought by or in the
right of the corporation, he or she has acted in good faith and in a manner he
or she reasonably believed to be in , or not opposed to, the best interests of
the corporation (and in the case of a criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful). Section 145 provides
that no indemnification for any claim or matter may be made, in the case of an
action brought by or in the right of the corporation, if the person has been
adjudged to be liable, unless the Court of Chancery or other court determines
that indemnity is fair and reasonable despite the adjudication of liability.
Indemnification is mandatory, in the case of a director, officer, employee or
agent who has been successful on the merits, or otherwise, in defense of a suit
against him or her. The determination of whether a director, officer, employee
or agent should be indemnified must be made by a majority of disinterested
directors, independent legal counsel or the stockholders.
Directors and officers of the Company are covered under policies of directors'
and officers' liability insurance. The directors and officers are parties to
Indemnity Agreements (the "Indemnity Agreements"). The Indemnity Agreements
provide indemnification for the directors and officers in the event the
directors' and Officers' liability insurance does not cover a particular claim
for indemnification or if such a claim or claims exceed the limits of such
coverage. The Indemnity Agreements are generally intended to provide
indemnification for any amounts a director or officer is legally obligated to
pay because of claims arising out of the director's or officer's service to the
Company.
12
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act")
requires directors, certain officers of the Company and persons holding more
than 10% of the Company's Common Stock to file reports concerning their
ownership of Common Stock by dates established under the Act and also requires
that the Company disclose in the Proxy Statement any non-compliance with those
requirements during the fiscal year ended March 31, 1996. Based solely upon a
review of reports delivered to the Company for fiscal year 1996, all Section
16(a) filing requirements were satisfied.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP acted as the independent public accountants for the Company
during the fiscal year ended March 31, 1996. Representatives of that firm are
expected to be present at the Annual Meeting and will be available to make a
statement or respond to appropriate questions. The Company has selected Arthur
Andersen LLP as the Company's independent public accountants for the fiscal year
ending March 31, 1997.
STOCKHOLDER PROPOSALS
No proposals have been submitted by stockholders for consideration at the Annual
Meeting. Any proposal relating to a proper subject which an eligible stockholder
of the Company may intend to present for action at the 1997 Annual Meeting of
Stockholders of the Company must be received by April 1, 1997 to be considered
for inclusion in the Company's Proxy Statement and form of Proxy relating to
that meeting. The Board of Directors of the Company will review any proposals
from eligible stockholders which it receives by that date and, with the advice
of counsel, will determine whether any such proposal will be included in its
1997 proxy solicitation materials under applicable SEC proxy rules.
OTHER MATTERS
The Company does not know of any business other than that described herein which
will be presented for consideration or action by the stockholders at the Annual
Meeting. If, however, any other business shall properly come before the Annual
Meeting, shares represented by Proxies will be voted in accordance with the best
judgment of the persons named therein or their substitutes.
ANNUAL REPORT
The Company's 1996 Annual Report to Stockholders is being mailed to stockholders
together with this Proxy Statement. Stockholders are referred to the report for
financial and other information abut the Company, but such report is not
incorporated in this Proxy Statement and is not part of the proxy soliciting
material.
13
<PAGE>
FORM 10-KSB ANNUAL REPORT
The Company will provide to any stockholder, without charge, a copy of its
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996,
including financial statements, filed with the SEC, upon the request of such
stockholder. Requests should be directed to AML Communications, Inc., Attention:
Investor Relations, 1000 Avenida Acaso, Camarillo, California 93012.
By Order of the Board of Directors,
/s/ Edwin J. McAvoy
Edwin J. McAvoy
Secretary
Camarillo, California
July 25, 1996
14
<PAGE>
AML COMMUNICATIONS, INC.
1000 Avenida Acaso
Camarillo, CA 93012
PROXY FOR THE 1996 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
AUGUST 27, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AML COMMUNICATIONS, INC.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the accompanying Proxy Statement for the 1996 Annual Meeting of
Stockholders, revoking all prior proxies, hereby appoints Jacob Inbar and Edwin
J. McAvoy, and each of them, as Proxies, each with the power to appoint and
substitute, and hereby authorizes each of them to represent and to vote as
designated on the reverse side, all the shares of Common Stock of AML
Communications, Inc. (the "Company") held of record by the undersigned on July
15, 1996 at the Annual Meeting of Stockholders to be held on August 27, 1996 and
any postponements or adjournments thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
INDICATED; HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED IN
FAVOR OF THE NOMINEES FOR DIRECTOR LISTED AND IN THE DISCRETION OF THE PROXIES
ON ALL SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE SUCH MEETING.
(Continued on reverse side)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED IN FAVOR OF THE NOMINEES FOR CLASS 1 DIRECTOR LISTED BELOW AND IN THE
DISCRETION OF THE PROXIES ON MATTERS DESCRIBED IN ITEM 2.
1. Election of Class 1 Directors: Edwin J. McAvoy, Richard W. Flatow
FOR all Nominees listed (except as marked to the contrary below) [_]
WITHHOLD AUTHORITY to vote for all Nominees listed above [_]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before such meeting and any and all
postponements or adjournments thereof.
Do you plan to attend the meeting: Yes no
Dated:
Signature:
Title Signature if held jointly:
Please sign exactly as the name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title as such. If a corporation,
please sign in full corporate name by the president or other authorized officer.
If a partnership, please sign in the partnership's name by an authorized person.
