SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.14a-11(c) or ss.14a-12
KSW, INC
(Name of Registrant as Specified in Its Charter)
JAMES OLIVIERO, ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|X| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i), or 14a-6(j)(2).
|_| $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:
4) Proposed maximum aggregate value of transaction:
|_| 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>
KSW, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 1998
Dear Fellow Stockholder:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of KSW,
Inc., a Delaware corporation (the "Company"), will be held on May 12, 1998 at
2:00 p.m., at the Crowne Plaza Hotel at LaGuardia Airport, Queens, New York, for
the following purposes:
1. To elect two Class III Directors, each to serve for a term of three
years until his successor shall have been duly elected and qualified;
2. To ratify the appointment of Marden Harrison & Kreuter as independent
auditors of the Company for the year 1998 ("Proposal 2"); and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on March 25, 1998 will be
entitled to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, in order that
as many shares as possible may be represented at the meeting. Any stockholder
attending the meeting may vote in person even if he or she has returned a proxy
card.
Sincerely,
James Oliviero
Assistant Secretary
Long Island City, New York
Dated: April 1, 1998
<PAGE>
KSW, INC.
37-16 23RD STREET
LONG ISLAND CITY, NEW YORK 11101
(718) 361-6500
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1998
GENERAL INFORMATION
SOLICITATION OF PROXIES. The accompanying proxy is solicited by and on
behalf of the Board of Directors of KSW, Inc., a Delaware corporation (the
"Company" or "KSWI"), for use at the annual meeting of stockholders (the
"Meeting") to be held at the Crowne Plaza Hotel at LaGuardia Airport, Queens,
New York, on May 12, 1998, at 2:00 p.m., New York time, and at any and all
adjournments thereof.
The cost of solicitation will be borne by the Company. This proxy statement
and the accompanying proxy are being sent to the stockholders of the Company on
or about April 5, 1998. The annual report of the Company for the year 1997
(which includes Management's Discussion and Analysis of Financial Condition and
Results of Operations from the Company's Annual Report on Form 10-K) is enclosed
herewith.
VOTING RIGHTS. Pursuant to the By-Laws, the Board of Directors has fixed
the time and date for the determination of stockholders entitled to notice of
and to vote at the meeting as of the close of business on March 25, 1998.
Accordingly, only stockholders of record on such date and at such time will be
entitled to vote at the meeting, notwithstanding any transfer of any stock on
the books of the Company thereafter.
At the close of business on March 25, 1998, the Company had outstanding
5,471,311 shares of Common Stock, $.01 par value per share (the "KSWI Common
Stock"), each of which entitled the holder to one vote. There were no issued
shares held by the Company in its treasury. The affirmative plurality of the
shares represented in person or by proxy at the meeting is required for the
election of directors. For all other matters, the affirmative vote of the
holders of a majority of the stock present in person or represented by proxy at
the meeting and entitled to vote on the subject matter and which has actually
been voted is required for approval. Proxies marked as abstaining (including
proxies containing broker non-votes) on any matter to be acted upon by
stockholders will be treated as present at the meeting for purposes of
determining a quorum but will not be counted as votes cast on such matters.
A proxy may be revoked by the stockholder at any time prior to its being
voted. Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivery to the Secretary of the
Company of a written notice of revocation or a duly executed proxy bearing a
later date or by attending the meeting and voting in person.
If a proxy is properly signed and is not revoked by the stockholder, the
shares it represents will be voted at the meeting in accordance with the
instructions of the stockholder. If the proxy is signed and returned without
specifying choices, the shares will be voted in favor of the election as
directors of the nominees listed on the following pages and in favor of Proposal
(2). Votes are tabulated at the annual meeting by inspectors of election.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS. Proposals of stockholders of
the Company that are intended to be presented by such stockholders at the
Company's 1999 Annual Meeting of Stockholders must be received by the Company no
later than January 27, 1999 in order that they may be considered for inclusion
in the proxy statement and form of proxy relating to that meeting.
<PAGE>
STOCK OWNERSHIP
The following table sets forth information as of April 1, 1998 relating
to the beneficial ownership of KSWI common stock by (i) those persons known to
the Company to beneficially own more than 5% of the Company's common stock, (ii)
each of the Company's directors, proposed directors and executive officers and
(iii) all of the Company's directors, proposed directors and executive officers
as a group.
NAME & ADDRESS OF BENEFICIAL OWNER Number of Percentage
SHARES OWNERSHIP
Floyd Warkol 1,000,000(1) 18.3%
Meadow Lane
Purchase, NY 10577
Burton Reyer 405,000 7.4%
17 Foxwood Road
Kings Point, NY 11024
Allen & Company 317,500 5.8%
711 Fifth Avenue
New York, NY 10022
Robert Brussel 25,000 .5%
365 Woodmere Blvd.
Woodmere, NY 11598
Armand D'Amato 0 0%
Daniel Spiegel 5,000 .9%
All Executive officers 1,430,000 26.1%
and directors as a group
- --------------------
(1) Includes 78,000 shares owned by Mr. Warkol's wife in trust for their
minor daughter, 78,000 shares owned by Mr. Warkol's son which Mr.
Warkol denies beneficial ownership, and 50,000 shares owned by the
Floyd and Barbara Warkol Foundation, of which Mr. Warkol is a Trustee.
As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose, or
direct the disposition, of a security). Accordingly, they may include shares
owned by or for, among others, the wife, minor children or certain other
relatives of such individual, as well as other shares as to which the individual
has the right to acquire within 60 days after such date.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR TWO NOMINEES
The Certificate of Incorporation of the Company provides that KSWI's
business shall be managed by a Board of Directors of not less than three and not
more than twelve, with the exact number fixed by the Board of Directors from
time to time. The Board of Directors of KSWI is divided into three classes:
Class I, Class II and Class III, with each class being as nearly equal in number
as possible. The directors in each class serve terms of three years each and
until their successors are elected and qualified.
The Board of Directors has unanimously nominated Floyd Warkol and Burton
Reyer for election as a Class III Directors of KSWI. Both are currently
directors of KSWI, elected in January 1994, The nominees have consented to being
named in this Proxy Statement and to serve if elected. If a nominee becomes
unable to accept nomination or election, the persons named in the proxy may vote
for a substitute nominee selected by the Board of Directors. KSWI's management,
however, has no present reason to believe that the nominee will be unable to
serve as director, if elected.
The By-Laws of KSWI permit nominations of candidates for election to the
Board of Directors to be made by the Board of Directors or by any stockholder
entitled to vote for the election of directors. Nominations made by stockholders
(other than by the Board of Directors) must be made in writing and delivered or
mailed to KSWI not less than 60 days prior to the date of a stockholders'
meeting. Such notice must include the same information, to the extent known to
the notifying stockholder, as that required to be stated by KSWI in its Proxy
Statement with respect to the nominees of the Board of Directors. Any
nominations which are not made in this manner or any votes cast at the Meeting
for any candidate not duly nominated may be disregarded by the chairman of the
Meeting.
If a quorum is present and voting, the nominee receiving the highest number
of votes will be elected to the Board of Directors. Abstentions and broker
non-votes are not counted in the election of directors.
NOMINEES
The following table sets forth certain information concerning the nominees
for election as Class III Directors of KSWI and the continuing Class I and Class
II Directors of KSWI.
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR POSITION,
NAME AGE OTHER DIRECTORSHIPS SINCE
NOMINEES AS CLASS III DIRECTORS
TO SERVE UNTIL 2001
<S> <C> <C>
Floyd Warkol....(1)........................ 50 Chairman of the Board of Directors, 1994
President and Chief Executive Officer
Burton Reyer...(2)......................... 67 Executive Vice President, 1994
Secretary and Director
CONTINUING CLASS II DIRECTORS
TO SERVE UNTIL 1999
Armand P. D'Amato.......................... 54 Director 1995
Daniel Spiegel............................. 73 Director 1996
CONTINUING CLASS II DIRECTOR
TO SERVE UNTIL 2000
Robert Brussel............................. 55 Chief Financial Officer 1994
- ---------------
(1) Floyd Warkol owns 1,000,000 shares of common stock and has options to
acquire 300,000 shares of common stock.
(2) Burton Reyer owns $405,000 shares of common stock and has options to
acquire 150,000 shares of common stock.
</TABLE>
There is no family relationship between any director or executive officer
of the Company.
Mr. Floyd Warkol has been principally employed as Chairman of the Board
since December 15, 1995 as President and Chief Executive Officer of KSWI and as
Chairman and Chief Executive Officer of its subsidiary KSW Mechanical since
January 1994. From February 1987 to January 1994, he was principally employed as
Chief Executive Officer of Kerby Saunders-Warkol, Inc.
Mr. Burton Reyer has been principally employed as Executive Vice President
and Secretary of KSWI since December 15, 1995 and as Vice President and Director
of KSWI and as President and Chief Operating Officer of its subsidiary KSW
Mechanical since January 1994. From December 1987 to January 1994, he was
principally employed as Chief Operating Officer of Kerby Saunders-Warkol, Inc.
Mr. Robert Brussel has been principally employed as Chief Financial Officer
and Director of KSWI and Chief Financial Officer of its subsidiary KSW
Mechanical since January 1994. From June 1988 to January 1994, he was
principally employed as Chief Financial Officer of Kerby Saunders-Warkol, Inc.
Mr. Armand P. D'Amato was elected as a director on June 27, 1996. He is an
attorney and since 1994 has been President of the Lloyd Group, Inc., a
consulting firm located in Long Island, New York. From 1976 to 1993, he was a
partner at the law firm of Forchelli, Schwartz, Minco and Carlino.
Mr. Daniel Spiegel was elected as a director on June 27, 1996. He had been
principally employed as Senior Vice President of Tishman Realty & Construction
Company, Inc. from 1970 until March 1995. He is presently a consultant to
various construction related companies and is a member of the Board of Directors
of L.K. Comstock Co., Inc., a privately held electrical contractor.
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of four meetings in 1997, with each
director present at all meetings. The Board of Directors has a Compensation
Committee and an Audit Committee comprised of non-employee directors. The
functions of the Compensation Committee include: study and analysis of and
recommendations to the Board concerning salaries, incentives and other forms of
compensation for directors, officers and other employees of the Company; and
administrative oversight of various incentive compensation and benefit plans.
The functions of the Audit Committee include: reviewing with independent
auditors the plan and results of the auditing engagement; reviewing the scope
and results of the Company's procedures for internal auditing; reviewing the
independence of the auditors; considering the range of audit and non-audit
services; and reviewing the adequacy of the Company's system of internal
accounting controls.
There was a meeting of the Audit Committee and of the Compensation
Committee on November 3, 1997.
COMPENSATION OF DIRECTORS
No fees were paid for attendance at Board Committee meetings. During 1997,
the Company paid its non-employee Directors each an annual fee of $12,000.
ANNUAL COMPENSATION
NAME AND PRINCIPAL Fiscal
POSITION YEAR SALARY BONUS
Floyd Warkol 1997 $575,000 $0
President & Chief 1996 $550,000 $0
Executive Officer 1995 $525,000 $250,000
Burton Reyer 1997 $325,500 $0
Vice President 1996 $300,000 $0
1995 $287,000 $125,000
Robert Brussel 1997 $135,000 $0
Chief Financial Officer 1996 $135,000 $32,500
1995 $128,000 $30,000
James Oliviero 1997 $150,000 $0
Director of Investor Relations 1996 $150,000 $32,500
1995 $125,000 $25,000
<PAGE>
EMPLOYMENT AGREEMENTS
The Company and KSW Mechanical entered into a three-year employment
contract and a non-competition agreement with Mr. Warkol as of January 1, 1994.
The employment contract provides for base annual compensation of $500,000,
increasing by $25,000 per annum. Mr. Warkol is also entitled to medical
insurance, (disability insurance with payments equal to 60% of base
compensation,) a $1 million policy of life insurance payable as directed by the
employee (at a cost of $5,775 per year), $10,000 per year in club dues, and a
car and chauffeur, and bonuses if, and when, declared by a two-thirds vote of
the Company's Board of Directors. Mr. Warkol is entitled to terminate his
employment for "good reason," i.e., a substantial change in the nature or status
of his responsibilities or the person to whom he reports, in which event he is
entitled to receive full pay and benefits for the remainder of the term of the
contract. The Company is not entitled to discharge Mr. Warkol for disability
until he has been disabled for 180 consecutive days. Mr. Warkol's estate is
entitled to two-months pay in the event of his death. Mr. Warkol has agreed that
he will not compete in the mechanical contracting business in the New York City
metropolitan area for the term of his employment contract and for two years
thereafter.
The Company and KSW Mechanical entered into a three-year employment
contract and a non-competition agreement with Mr. Reyer as of January 1, 1994.
The employment contract provides for base annual compensation of $275,000,
increasing by $12,500 per annum. Mr. Reyer is entitled to medical insurance,
disability insurance with payments equal to 60% of base compensation, a $500,000
policy of life insurance payable as directed by the employee, $5,000 per year in
club dues and bonuses if, and when, declared by a two-thirds vote of the
Company's Board of Directors. Mr. Reyer is entitled to terminate his employment
for good reason, i.e., a substantial change in the nature or status of his
responsibilities or the person to whom he reports, in which event he is entitled
to receive full pay and benefits for the remainder of the term of the contract.
The Company is not entitled to discharge Mr. Reyer for disability until he has
been disabled for 180 consecutive days. Mr. Reyer's estate is entitled to
two-months pay in the event of his death.
In December 1995, Mr. Warkol and Mr. Reyer agreed to extend their executive
employment agreements for an additional two years, under similar terms and
conditions. Messrs. Warkol and Reyer received salary increases of $25,000 in
each of the two years.
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN 1997
Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation Grant Date
Individuals Grants For Option Term Value
Number of Percent of Total
Securities Options/SARs
underlying Granted to Exercise of
option/SARs Employees in Base Price Expiration Grant Date
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($) PRESENT VALUE($)
- ----- ----------- ----------- ------ ---- ------ ------- ----------------
Floyd Warkol
President and Chief
<S> <C> <C> <C> <C> <C> <C> <C>
Executive Officer 0 0% $0 N/A 0 0 N/A
Burton Reyer
Vice President 0 0% $0 N/A 0 0 N/A
Robert Brussel
Chief Financial
Officer........... 0 0% $0 N/A 0 0 N/A
James Oliviero
Assistant Secretary,
Director of Investor
Relations......... 0 0% $0 N/A 0 0 N/A
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN 1997
AND OPTION/SAR VALUES AD DECEMBER 31, 1997
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised in-the-Money
Options/SARs at Fiscal Options/SARs at Fiscal
Year-End (#) Year-End ($)
Shares Acquired Exercisable/ Exercisable/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Floyd Warkol 0 0 200,000/100,000 $375,000/187,500
Burton Reyer 0 0 100,000/50,000 187,500/93,750
Robert Brussel 0 0 16,667/8,333 31,250/15,625
James Oliviero 0 0 13,333/6,667 25,000/12,500
</TABLE>
CERTAIN RELATED PARTY TRANSACTIONS
Floyd Warkol, President of the Company and a foundation he controls jointly
are the landlord on the Company's lease in Bronx, New York. The lease payments
on such property were $103,000 for 1997.
INDEMNIFICATION
Pursuant to a Distribution Agreement and an Indemnification Agreement, the
Company indemnifies and holds Helionetics, Inc., a California corporation
("Helionetics"), the Company's former parent, its affiliates, successors and
assigns and the officers, directors, partners, employees, agents and
representatives of any of them, harmless from and against any and all assumed or
contingent liabilities relating to or arising in connection with the business of
the Company as conducted on the effective date of distribution by Helionetics of
its KSWI common stock to Helionetics' shareholders. If such indemnity is
unavailable for any reason the Company has agreed to contribute in respect of
any such loss, claim, damage or liability on an equitable basis.
The Distribution Agreement and an Indemnification Agreement further provide
that effective upon the distribution, Helionetics will indemnify and hold KSWI,
its affiliates, successors and assigns and the officers, directors, partners,
employees, agents and representatives of any of them, harmless from and against
any and all liabilities arising under the Securities Act of 1933, as amended,
relating to distribution of the KSWI common stock without registration under
such act.
The Certificate of Incorporation provides that a director or officer of the
Company may be indemnified by the Company to the full extent permitted by the
Delaware General Corporation Law or any other applicable law.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
AND COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange
Act") requires the Company's executive officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc. Executive officers, directors and greater than ten percent
stockholders are required by Securities and Exchange Commission regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it, or written
representation from certain reporting persons, the Company believes that all
executive officers and directors of the Company complied with all applicable
filing requirements.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The following report submitted by the Compensation Committee of the Board
of Directors (the "Compensation Committee"), provides information regarding
policies and practices concerning compensation of the Chief Executive Officer
and other executive officers.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Company's Compensation Committee has the responsibility for setting the
compensation paid to the Chief Executive Officer and for final approval of the
compensation paid to the other executive officers of the Company and its
subsidiary, approving or disapproving the recommendation of the Chief Executive
Officer as to such compensation. The Compensation Committee, which is comprised
of the two non-employee Directors of the Company, determines the amount of
shares and exercise prices for any stock option grants under the Company's 1995
Stock Option Plan, and the amount of the Company's matching contribution
percentage under the Company's Retirement Savings 401(k) Plan. The Compensation
Committee is responsible for recommending to the Board the overall Compensation
plans which govern the compensation of the key executive officers, including the
Chief Executive Officer of the Company. Executives are provided with a
combination of one or more of the following types of compensation: salary and
annual bonus.
SALARY: All executive officers are provided with a fixed annual salary that
is reviewed on an annual basis by the Compensation Committee and the Chief
Executive Officer. Salary and increases in salary are determined partially by
comparison of the executive's salary to salaries for similar positions at
comparable companies, the executive's annual performance review, the value of
contributions made by the executive and the executive's and the Company's
performance in relation to goals established at the beginning of the period.
In addition to considering the above factors when setting compensation
increases, the Compensation Committee also considers the overall financial
health of the Company.
ANNUAL BONUS: The Company also attempts to motivate its executives to make
contributions of outstanding value by providing them the opportunity to earn an
annual bonus. These bonuses, if paid, can represent a significant portion of the
executive's compensation.
Together the Chief Executive Officer and the Compensation Committee
determine the total pool of bonus dollars which can be allocated. Each executive
can earn a percentage of the bonus dollars based on the achievement of the
Company's and their organization's goals: For all executives, except Mr. Warkol,
the executive's achievements in relation to established goals are evaluated by
the Chief Executive Officer. Mr. Warkol's performance is evaluated by the
Compensation Committee. Like other executives, the decision to grant Mr. Warkol
a bonus is based on the performance of the Company and Mr. Warkol's
contributions to the Company in the past fiscal year. The salaries and bonuses
paid to executive officers during 1997 are described in the Executive
Compensation Table (above).
STOCK OPTION AND OTHER EQUITY PLAN; COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Committee endorses the view that the value of compensation paid to its
executive officers, and the Chief Executive Officer in particular, should be
closely linked to increases in the value of the common stock. Accordingly, the
Committee supports option awards under the Company's 1995 Stock Option Plan.
The compensation paid to executive officers is not determined by reference
to any formulas but is determined by the Compensation Committee's evaluation of
the particular officer's ability to influence the long-term growth and
profitability of the Company. The Committee also considers the Company's
performance against certain of its competitors, its general performance against
internal goals established by management, and the executive's relative
contribution thereto. No stock options were granted in 1997.
This report is submitted by the members of the Compensation Committee.
Daniel Spiegel and Armand P. D'Amato are members of the Committee.
<PAGE>
PERFORMANCE TABLE
The following performance table is being provided showing trading of the
Company's Common Stock began on the NASDAQ Electronic Bulletin Board during
1997.
QUARTER HIGH LOW
First...................................... $2.37 $1.87
Second..................................... 2.50 1.87
Third...................................... 3.50 2.19
Fourth..................................... 4.50 3.37
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Marden Harrison & Kreuter, certified
public accountants, as the Company's independent auditors for the fiscal year
ending December 31, 1998, subject to ratification of such appointment by the
stockholders. In the event of a negative vote on ratification, the Board of
Directors will reconsider its selection.
Marden Harrison & Kreuter conducted the audit of the financial statements
of KSW, Inc. and its subsidiary for the fiscal years ended December 31, 1996 and
1997.
It is expected that a representative of Marden Harrison & Kreuter will be
present at the Annual Meeting of Stockholders.
The Board unanimously recommends a vote "FOR" the ratification of the
appointment of Marden, Harrison & Kreuter as the Company's independent auditors
for the 1998 fiscal year.
OTHER MATTERS
The Company knows of no other matter so be submitted at the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form of Proxy to vote the shares they represented
as the Board of Directors may recommend.
STOCKHOLDERS PROPOSALS
The Company's By-Laws provide that a stockholder of the Company who intends
to nominate persons for election as Directors or introduce other proposals from
the floor of an Annual Meeting of Stockholders follow certain notice and
disclosure requirements.
The By-Laws provision requires a stockholder introducing a proposal at an
Annual Meting to notify the Company of such intention not less than 60 days
prior to the date of the Annual Meeting. If the Company has given less than 75
days public notice of the date of the Annual Meeting, the stockholder must give
such notice so that it is received by the Company not later than 10 days after
the public notice is given or the Proxy Statement is mailed. The stockholder's
notice must give the information specified in the By-Laws, including information
about the stockholder making the proposal, the number of shares such stockholder
owns and any interest such stockholder may have in the subject of the proposal.
If such stockholder will be nominating persons for election as Directors,
certain information specified in the By-Laws must also be given about the
nominee and the nominee's interest in the Company.
<PAGE>
ANNUAL REPORT
UPON WRITTEN REQUEST OF ANY STOCKHOLDER, A COPY OF KSWI'S ANNUAL REPORT ON
FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1996, INCLUDING A LIST OF THE
EXHIBITS THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES & EXCHANGE ACT OF 1934,
MAY BE OBTAINED, WITHOUT CHARGE, FROM JAMES OLIVIERO, ASSISTANT SECRETARY, KSW,
INC., 37-16 23RD STREET, LONG ISLAND CITY, NEW YORK 11101. EACH REQUEST MUST SET
FORTH A GOOD FAITH REPRESENTATION THAT, AS OF THE RECORD DATE, THE PERSON MAKING
THE REQUEST WAS A BENEFICIAL OWNER OF KSWI'S COMMON STOCK ENTITLED TO VOTE AT
THE MEETING.
BY ORDER OF THE BOARD OF
DIRECTORS
JAMES OLIVIERO
ASSISTANT SECRETARY
PLEASE REMEMBER TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR IMPORTANT VOTE WILL BE COUNTED AT
THE ANNUAL MEETING.
<PAGE>
PROXY
KSW, INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 12, 1998
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints __________________________________, or a
majority of those present and acting, or if only one is present, then that one,
proxies, with full power of substitution, to vote all shares of KSW, Inc. which
the undersigned is entitled to vote at the Company's Annual Meeting to be held
at the Crown Plaza Hotel at LaGuardia Airport, Queens, New York, on May 12,
1998, at 2:00 p.m., New York time, and at any adjournment thereof, hereby
ratifying all that said proxies or their substitutes may do by virtue hereof,
and the undersigned authorizes and instructs said proxies to vote as follows:
1. ELECTION OF DIRECTORS: To elect two nominees for the class III Directors
below for a three year term expiring in 2000.
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.)
Nominee for Director for terms expiring in 2001: Floyd Warkol
|_| FOR the nominee listed below (except as |_| WITHHOLD AUTHORITY
marked to the contrary below) to vote for the nominee
listed below
Nominee for Director for term expiring in 2001: Burton Reyer
|_| FOR the nominee listed below (except as |_| WITHHOLD AUTHORITY
marked to the contrary below) to vote for the nominee
listed below
|-|
2. APPOINTMENT OF INDEPENDENT AUDITORS: Check the appropriate box to indicate
the manner in which you direct the proxies to vote your shares:
|_| FOR the ratification of the appointment of Marden, Harrison & Kreuter
|_| AGAINST the ratification of the appointment of Marden, Harrison & Kreuter
|_| ABSTAIN
3. In their discretion, upon any other matters which may properly come before
the meeting or any adjournments thereof.
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
Receipt of the Notice of Annual Meeting and Proxy Statement of the Company
preceding or accompanying the same is hereby acknowledged.
Dated , 1998
-----------------------------------------
(Signature of Stockholder)
-----------------------------------------
(Signature of Stockholder)
Your signature should appear
the same as your name appears
hereon. If signing as
attorney, executor,
administrator, trustee or
guardian, please indicate the
capacity in which signing.
When signing as joint
tenants, all parties to the
joint tenancy must sign. When
the proxy is given by a
corporation it should be
signed by and authorized
officer.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
