<PAGE>
[Puroflow Incorporated LETTERHEAD]
July 24, 1995
Dear Stockholder:
We take pleasure to invite you to the Annual Meeting of Stockholders of Puroflow
Incorporated, to be held at 2:00 p.m., Pacific Time, on Monday, September 18,
1995, at the DoubleTree Guest Suites, 1707 Fourth Street, Santa Monica,
California. We enclose the Notice of Meeting and Proxy Statement which
describes the matters to be acted upon at the meeting.
Your shares should be represented at this meeting, whether or not you attend the
meeting in person and regardless of the number of shares you own. Please look
over the Proxy Statement carefully before voting, then complete, sign and return
the enclosed proxy card promptly in the envelope provided.
Thank you for your support of Puroflow Incorporated. We look forward to seeing
you at the meeting.
Sincerely,
PUROFLOW INCORPORATED
/s/ Reuben M. Siwek
Reuben M. Siwek
Chairman of the Board
<PAGE>
PUROFLOW INCORPORATED
1631 Tenth Street
Santa Monica, California 90404
Telephone: (310) 450-6461 Fax: (310) 450-4598
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 18, 1995
- --------------------------------------------------------------------------------
TO OUR STOCKHOLDERS:
We are pleased to invite you to attend the Annual Meeting of Stockholders of
Puroflow Incorporated, which will be held on Monday, September 18, 1995 at 2:00
p.m., Pacific Time, at the DoubleTree Guest Suites, 1707 Fourth Street, Santa
Monica, California, 90401 for the following purposes:
(1) Election of a Board of Directors of Six (6) Directors for one (1) year or
until their successors are elected and qualified.
(2) To approve the amendment to the Company's 1991 Incentive Stock Option Plan
for key employees increasing the number of shares of Common Stock reserved
for issuance under that plan from 200,000 to 500,000 shares.
(3) To consider and act upon a proposal to amend the Corporation's Certificate
of Incorporation to authorize additional shares of Common Stock from
6,000,000 to 12,000,000 shares.
(4) To vote for the appointment of Auditors for the fiscal year ended January
31, 1996, subject to consummation of a contract satisfactory to the Board
of Directors.
(5) To transact such other business as may properly come before the meeting or
any adjournments thereof.
In accordance with the provisions of the By-Laws, the Board of Directors has
fixed the close of business on May 22, 1995 as the record date for the
determination of Holders of Common Stock of the Corporation entitled to notice
of and to vote at said Annual Meeting.
A copy of the Corporation's Annual Report to Stockholders for the fiscal year
ended January 31, 1995 is enclosed for your review.
By Order of the Board of Directors,
Sandy Yoshisato
Corporate Secretary
Santa Monica, California
July 24, 1995
IT IS IMPORTANT THAT ALL STOCKHOLDERS BE REPRESENTED AT THE ANNUAL MEETING.
STOCKHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON SHOULD MARK, SIGN,
DATE, AND RETURN THE ENCLOSED FORM OF PROXY WHICH WILL BE USED AT THE ANNUAL
MEETING. A PREPAID ENVELOPE IS ENCLOSED FOR THAT PURPOSE.
<PAGE>
PUROFLOW INCORPORATED
1631 Tenth Street
Santa Monica, California 90404
Telephone: (310) 450-6461 Fax: (310) 450-4598
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
SOLICITATION AND REVOCATION OF PROXY
The Annual Meeting of Stockholders of the Corporation will be held on Monday,
September 18, 1995 at 2:00 p.m., Pacific Time, or at any adjourned date
thereafter, at the DoubleTree Guest Suites, 1707 Fourth Street, Santa Monica,
California, 90401. The Corporation expects this Proxy Statement and the
enclosed Proxy will first be mailed to Stockholders on or about July 31, 1995.
The accompanying Proxy is solicited on behalf of the Board of Directors of
Puroflow Incorporated (hereinafter called "Corporation"), and the Corporation
will bear the cost of such solicitation estimated at approximately $2,500.00.
Proxies are being solicited by mail and in addition, may be made by Directors,
Officers, and regular employees of the Corporation, personally, by telephone or
by telegraph, who will receive no special compensation therefor. The person
giving the Proxy has the power to revoke it at any time before it is exercised.
In the event the Stockholder giving the Proxy attends the Annual Meeting, the
Proxy will not be used if such Stockholder so requests.
It is the intention of the person named in the Proxy to vote the shares
represented by the Proxy in accordance with the instructions made by a
Stockholder and, if no instructions are made, to vote for the election of
nominees listed below and for the approval of the selection of independent
certified public accountants and in their best judgment with respect to such
other business, if any, as may properly come before the meeting.
Shareholders representing more than 50% of the Company's common stock
outstanding and entitled to vote must be present or represented by proxy in
order to constitute a quorum to conduct business at the meeting.
OTHER MATTERS
The Management is not aware, at the date hereof, of any other matters to be
presented at this meeting, other than that referred to in the accompanying
notice. If any other matters are presented, it is intended that the persons in
attendance will vote thereon according to their best judgement. Security
Holders may submit proposals for consideration by Stockholders at the next
Annual Meeting. The proposals must be received by the Corporation no later than
April 1, 1996 for inclusion in the next Proxy Statement.
SHARES ENTITLED TO VOTE
On May 22, 1995, the record date for determination of Stockholders entitled to
vote at the meeting, there were outstanding 4,578,521 shares of Common Stock,
par value - $.06 2/3 per share. Each share entitles the registered holder
thereof to one vote; no cumulative voting rights are authorized, and appraisal
rights for dissenting shareholders are not applicable to the matters being
proposed. The Stock Transfer Books will not be closed.
Mr. George Solymar, former Chief Executive Office and former President, whose
mailing address is 2203 Crescent Avenue, Montrose, California 91020 owns 10.1%
of the outstanding shares of the Corporation. The Company has no knowledge of
any other person holding 5% or more, beneficially or otherwise, except Cede &
Co., approximately 67%.
1
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Annual Meeting, six (6) Directors are to be elected, each to serve for a
term of one (1) year, or until their successors are elected and qualified.
Management intends to vote for the six nominees listed below and it has no
reason to believe that any nominees will be unavailable.
MICHAEL H. FIGOFF, REUBEN M. SIWEK, DR. TRACY KENT PUGMIRE,
PETER S. WONG, ROBERT A. SMITH, AND LEO S. UNGER
Unless authority to do so is withheld, the proxies will vote the shares
represented for the election of the persons named above. In case any of the
nominees shall become unavailable for election to the Board of Directors, which
is not anticipated, the proxies shall have full discretion and authority to vote
or refrain from voting for any other nominees in accordance with their judgment.
The following table contains biographical information with respect to the
Directors and nominees:
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
OWNER OF RECORD PERCENT
NAME OF NOMINEE PRINCIPAL DIRECTOR & BENEFICIALLY OF
(AGE) OCCUPATION SINCE AS OF MAY 22, CLASS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MICHAEL H. FIGOFF President 1993 57,000(1) *
(51)
REUBEN M. SIWEK Chairman of the 1982 128,750(2)(3) 2.8%
(75) Board of Directors,
and General Counsel
DR. TRACY KENT PUGMIRE Aerospace 1991 28,555(4) *
(64) Consultant Member of
Audit Committee
PETER S. WONG Chief Executive 1993 15,000(5) *
(63) Officer
ROBERT A. SMITH Vice Chairman of the 1994 19,000(6) *
(55) Board of Directors
LEO S. UNGER Retired Executive --- 111,000(7) 2.4%
(77)
* Less than 1%
All Directors and Officers as a group (6 persons) 359,305 7.8%
- ----------------------------------------------------------------------------------------------
<FN>
(1) Mr. Figoff was elevated to the position of President in February 1995 from
his previous position of Executive Vice President. Mr. Figoff joined Puroflow
in November 1988 as the Director of Marketing, leaving his previous position as
Director of Marketing for a division of Ferranti International. Mr. Figoff has
more than 30 years of experience in the marketing and manufacture of aerospace
and defense related products. Mr. Figoff holds degrees in Business
Administration and Marketing Management. The total shares owned of record
include options to purchase 55,000 shares.
(2) Reuben M. Siwek, Esq. was elected to the Board of Directors at the Annual
Stockholders' meeting in March 1982. Mr. Siwek is a practicing attorney in the
State of New York for more than 44 years. The total shares owned of record
include options to purchase 35,000 shares.
2
<PAGE>
(3) Mr. Siwek's spouse owns 60,000 shares for which beneficial ownership is
disclaimed.
(4) Dr. Tracy Kent Pugmire, PH.D. in Chemistry, was formerly employed by ARDE
Inc., from 1985 through April 1991 as an Executive Vice President and Program
Manager for the development of auxiliary and emergency gas supply systems for
Space Station Freedom. Dr. Pugmire was employed as a Program Manager by
Technion Inc. from 1981 to 1985, and prior thereto spent thirteen years with
AVCO with responsibility in all areas of propulsion engines and system
development, vehicle integration and flight operation. Dr. Pugmire's formal
education was in the fields of Engineering Physics and Physical Chemistry. The
total shares owned of record include an option to purchase 15,000 shares.
(5) Mr. Peter S. Wong received a diploma in Aeronautics from the College of
Aeronautical Engineering, London, England. He is a charter member of the Royal
Aeronautical Society and a member of the American Society of Mechanical
Engineers. Mr. Wong is the owner, for the past nine years, of Reliable
Metallurgical Processes, Inc. The firm provides hydrogen and vacuum furnace
services to perform brazing and sintering operations, heat treating processes
for stainless steel materials and rolling and rerolling operations of stainless
steel screen materials. Mr. Wong has 35 years experience in both military and
commercial aircraft and nuclear engineering. Mr. Wong was employed for 19 years
as an Engineer and Program Manager at the control division of Fairchild
Industries at Manhattan Beach, California. The total shares owned of record
include an option to purchase 15,000 shares.
(6) Robert A. Smith received his B.S. Degree in Mechanical Engineering from
Polytechnic Institute of Brooklyn (1964) and a Masters in Business
Administration from UCLA (1978). His continuing education included Harvard's
Advanced Management Program and UCLA's Executive Program. He is currently
President of Haskel International Inc. Prior positions included President of
Engineered Filtration Company from October 1992 to January 1994, President of
Puroflow Corporation from February 1991 to October 1992, and President of RTS
Systems Incorporated from May 1988 to February 1991 when the company was
acquired by Telex Communications Inc. Mr. Smith served as President of
Purolator Technologies Inc from 1980 to 1988, and served HR Textron Inc. from
1964 to 1980 where he was General Manager of the Filter Division. He started
his career with Pall Corporation (1960) as a design and applications engineer
and was there until 1964. Mr. Smith is a Certified Professional Manager with
extensive engineering, marketing and general management experience in the filter
industry. The total shares owned of record include an option to purchase 15,000
shares.
(7) Leo S. Unger received his BA Degree in Math and Chemistry in 1940 from
Drake University in Iowa. Mr. Unger served with distinction in the United
States Marine Corps from 1940 to 1958, retiring with the rank of Lt. Colonel.
Mr. Unger established his executive and marketing abilities in 1953 as a
Manufacturers Representative when he created Leo Unger & Associates and various
wholly owned subsidiaries engaged in the importation of fishing tackle and small
screw machine parts for distribution through wholesale distributors in the
United States. He served as President from 1953 through 1985 when he retired.
Mr. Unger will add his executive organized marketing skills to the Board and its
new Management team.
</TABLE>
All of the Nominees were previously elected at the Annual Meeting of
Stockholders except Leo S. Unger who is a new nominee. THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES
DESCRIBED ABOVE.
STOCK OPTIONS
During the fiscal year ended January 31, 1995, Non-Statutory Stock Options
aggregating 70,000 shares were terminated, and 30,000 shares are outstanding.
3
<PAGE>
PROPOSAL TWO
APPROVAL OF AMENDMENT TO THE COMPANY'S
1991 INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES
In April 1992, the Board adopted an amendment to the 1991 Plan approving an
increase in the number of shares authorized under the Plan from 100,000 to
200,000 shares which was approved by Stockholders at the Annual Meeting August
1992. A further increase in the number of shares authorized under the Plan from
200,000 shares to 500,000 shares is now being requested of Stockholders to
attract and motivate key employees for the benefit of the Company. All other
terms and conditions of the 1991 Option Plan remain in full force and effect.
At the annual meeting, the Stockholders are being requested in Proposal Two to
approve the further amendment to the 1991 Option Plan as described above. The
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock will be required to approve the amendment to the 1991 Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL TWO.
The essential features of the 1991 Incentive Stock Plan for key employees are
described below.
1991 INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES
The Board of Directors adopted at its meeting February 14, 1991, approved by
Stockholders at their annual meeting July 30, 1991, a 1991 INCENTIVE STOCK
OPTION PLAN FOR KEY EMPLOYEES ("The Plan") the purpose of which is intended as
an incentive, and to encourage ownership of Common Stock by the Holders of the
Options in order to increase their proprietary interests in the Company's
success and induce qualified personnel to enter the employment of the Company or
its Subsidiaries, or encourage them to remain in the employ of the Company or
its Subsidiaries.
In April 1992, the Board adopted an amendment to the 1991 Plan approving an
increase in the number of shares authorized under the Plan from 100,000 to
200,000 shares subject to approval of Stockholders at the annual meeting. All
other terms and conditions of the 1991 Option Plan remain in full force and
effect.
The Plan is administered by a Stock Option Plan Committee appointed by the Board
of Directors from among its members, or by a committee designated by the Board
who shall be eligible to be participants, and shall consist of not less than
three such members.
The aggregate maximum number of shares of Common Stock available for awards
under the plan is 200,000 shares (subject to adjustments to reflect changes in
the Company's capitalization). Awards under The Plan may be made to Key
Employees recommended by the Committee and approved as participants by the Board
of Directors. No option shall be granted to replace an option that is
surrendered for the sole purpose of obtaining a substitute option.
The exercise price of the option will be at least 100% of the fair market value
of the shares of common stock on the date the option is granted, or not less
than 110% of the fair market value to those employees owning more than ten (10)
percent of the voting power, or value of all classes of stock of the Company at
the time of the grant. No option period shall exceed ten (10) years except
those employees owning more than 10% of the voting power where the option period
shall be limited to five (5) years. No option shall be granted after February
14, 2001. The Plan contains provisions for the termination of unexercised
options upon resignation of the employee, right to exercise option by personal
representative of the deceased employee, right to exercise at the rate of 20%
per annum for date of the grant of option, and provisions for adjustment
resulting from stock dividends, stock splits, recapitalization combination or
exchange of shares, merger, consolidation acquisitions of property or stock,
reorganization or liquidation.
Options have been granted for 136,350 shares as of February 28, 1995 of which
100 shares were exercised, 136,250 options outstanding, and 63,750 options
available for future grants to Key Employees.
4
<PAGE>
PROPOSAL THREE
PROPOSED AMENDMENT OF THE CORPORATION'S
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
The Certificate of Incorporation of the Corporation currently authorizes the
issuance of up to 500,000 shares of preferred stock and 6,000,000 shares of
Common Stock. The Board of Directors of the Corporation is proposing to amend
the Certificate of Incorporation of the Corporation to increase the number of
authorized shares of Common Stock from 6,000,000 to 12,000,000, and has adopted
and recommends that the stockholders approve the following resolution:
RESOLVED, that ARTICLE FOURTH of the Certificate of Incorporation of the
Corporation is hereby amended in its entirety to read as follows:
ARTICLE FOURTH: the aggregate number of shares which the Company
shall have authority to issue is 12,500,000, of which 500,000 shares
of the par value of $.10 per share shall be designated "Preferred
Stock" and 12,000,000 shares of the par value of $.01 per share shall
be designated "Common Stock." Authority is hereby expressly granted
to the Board of Directors, at any time and from time to time, to issue
the Preferred Stock as Preferred Stock of any series and, in
connection with the creation of each such series, to fix by the
resolution or resolutions providing for the issue of shares thereof,
the number of shares of such series and the powers, designations,
preferences, rights, qualifications, limitations, and restrictions of
such series, to the full extent now or hereafter permitted by the laws
of the State of Delaware.
As of January 31, 1995, an aggregate of 229,900 Shares of Common Stock was
reserved for issuance under the 1991 Incentive Stock Option Plan, and the non-
statutory Stock Options outstanding (excluding the proposed Amendment to the
1991 Plan). The effectiveness of the Amendment to the 1991 Plan is subject to
its approval by the Stockholders of the Corporation and to the approval by
Stockholders of the Amendment to increase the amount of Common Stock which the
Corporation is authorized to issue.
The additional authorized shares that would be available for issuance, if the
proposed amendment is approved, may be issued for any proper corporate purpose
by the Board of Directors at any time without further stockholder approval
(subject, however, to applicable statutes or the rules of the National
Association of Securities Dealers Automated Quotation System which require
stockholder approval for the issuance of shares in certain circumstances). The
Board of Directors believes it is desirable to give the Corporation this
flexibility in considering such matters as stock dividends, raising additional
capital, acquisitions, or other corporate purposes. The authorization of such
shares will enable the Corporation to act promptly and without additional
expense if appropriate circumstances arise which require the issuance of such
shares. The Corporation engages in discussions from time to time regarding the
issuance and sale of shares of Common Stock. Holders of Common Stock are not
entitled to preemptive rights, and to the extent that any additional shares of
Common Stock or securities convertible into Common Stock may be issued on other
than a pro rata basis to current stockholders, the present ownership portion of
current stockholders may be diluted. Depending upon the circumstances in which
additional shares of Common Stock are issued, the overall effects of such
issuance may be to render more difficult or to discourage a merger, tender
offer, proxy contest, or the assumption of control by a holder of a large block
of Common Stock and the removal of incumbent management. Management of the
Corporation is not aware of any possible takeover attempts at this time.
VOTE REQUIRED
The affirmative vote of the holders of at least a majority of the outstanding
shares of Common Stock is required to approve the resolution to amend the
Certificate of Incorporation. THE BOARD OF DIRECTORS RECOMMENDS THAT THE
STOCKHOLDERS VOTE THEIR SHARES FOR THE ADOPTION OF SUCH RESOLUTION.
5
<PAGE>
PROPOSAL FOUR
RATIFICATION OF APPOINTMENT OF AUDITORS
Deloitte & Touche, certified public accountants, performed the examination of
the Corporation's books and records for the fiscal year ended January 31, 1995
and issued their report in connection therewith. The Board of Directors
requests Stockholders' approval for the appointment of Deloitte & Touche,
certified public accountants, for the fiscal year ended January 31, 1996 based
upon proposals submitted to Management of the Company. There is no direct or
indirect relationship between the Auditors and the Corporation. The Auditors
are not expected to attend the Annual Meeting of the Stockholders. The
Corporation has an Audit Committee composed of two outside Directors.
An affirmative vote of the majority of the outstanding shares of Common Stock is
required to approve this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
MEETING OF THE BOARD AND COMMITTEES
The Board of Directors held eight meetings during the fiscal year ended January
31, 1995. No nominee who was a Director during the fiscal year attended less
than 75% of the meetings of the Board of Directors. The Board of Directors has
an audit committee consisting of three Directors, Robert A. Smith, Peter S. Wong
and Dr. Tracy Kent Pugmire. The primary functions of the audit committee are to
review the Corporation's independent auditors, and to review the overall scope
of the audit. The audit committee held one meeting in fiscal 1995. The Board
of Directors does not have a standing nominating committee. Nominees are made
by the entire Board of Directors. The Board of Directors has a compensation
committee consisting of three Directors, Reuben M. Siwek, Robert A. Smith and
Peter S. Wong. The committee held a meeting in January 1995 to fix the
compensation of the new Chief Financial Officer and the new Chief Executive
Officer.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file certain reports of
ownership with the Securities and Exchange Commission (the "SEC"). Such
Officers, Directors, and Shareholders are also required by SEC rules to furnish
the Company with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it or written
representations from certain reporting persons, the Company believes that,
between February 1, 1994 and January 31, 1995 all Section 16(a) filing
requirements applicable to its Officers, Directors and ten-percent Shareholders
were complied with.
The Company believes that each of the items set forth in the foregoing reporting
disclosure is technical in nature, and that none of the transactions not
reported on a timely basis involves violation of the trading prohibitions set
forth in Section 16(b) of the Securities Exchange Act of 1934.
EMPLOYMENT AGREEMENT
The Company entered into an employment contract with Michael H. Figoff,
Executive Vice President, dated March 1, 1993 for a term of five years at
$95,000.00 per annum increased to $104,500.00 effective February 14, 1994. Mr.
Figoff was elected President on February 1, 1995.
6
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The Executive Officers and Directors of the Company are as follows:
NAME AGE POSITION
- ---- --- --------
Peter S. Wong 63 Chief Executive Officer and Director
Michael H. Figoff 51 President and Director
Sandy Yoshisato 31 Corporate Secretary
Reuben M. Siwek 75 Chairman of the Board of Directors
Robert A. Smith 55 Vice Chairman of the Board of Directors
Dr. Tracy K. Pugmire 64 Director
Leo S. Unger 77 Director
EXECUTIVE COMPENSATION
The compensation of each of the five (5) most highly compensated Executive
Officers of the Company and its subsidiaries, and of all Executive Officers as a
group, for services rendered to the Company in all capacities during the twelve
month period ended January 31, 1995 was as follows:
<TABLE>
<CAPTION>
ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR COMPENSATION OPTIONS COMPENSATION
- --------------------------- ---- ------------ ------- ------------
<S> <C> <C> <C> <C>
Michael H. Figoff 1995 $ 105,213 55,000 $ 16,748
President 1994 92,695 13,493
1993 86,690 6,600
Joseph B. Jasso, Former 1995 96,956 17,420
Chief Executive Officer and 1994 98,604 15,707
President 1993 55,322 3,500
Daniel Stoleson, Former 1995 46,412 5,648
CFO and Treasurer 1994 -0-
1993 -0-
John L. Nielsen, Former 1995 28,718 2,005
CFO and Treasurer 1994 36,616 3,684
1993
Sandy Yoshisato 1995 37,266 2,000
Corporate Secretary 1994 33,512 94
1993 -0-
Total 1995 $ 314,565 57,000 $41,821(1)
<FN>
(1) Includes auto allowance, life insurance, and disability premiums
</TABLE>
7
<PAGE>
RELATED PARTY TRANSACTIONS
The Company incurred expenses of approximately $80,000, $77,750, and $55,500
during 1995, 1994, and 1993, respectively, for legal services rendered by a
member of a law firm who is a Chairman of the Company.
The Company incurred expenses of approximately $150,000, $233,000, and $175,000,
during 1995, 1994, and 1993, respectively, for rental of the principal
manufacturing and corporate offices of the Company from a company owned by a
former member of the Board of Directors. The Company also pays approximately
$1,750 per month to this company under a capital lease obligation and has a note
payable to this Company. (See Note 5.)
FINANCIAL STATEMENTS
A copy of the Annual Report of the Corporation for the fiscal year ended January
31, 1995 is enclosed herein for your review. Any Shareholder may obtain,
without charge, a copy of the Corporation's Report on Form 10-K as filed with
the Securities and Exchange Commission by sending a written request to the
Corporate Secretary of the Corporation, 1631 Tenth Street, Santa Monica,
California 90404.
8
<PAGE>
PROXY
PUROFLOW INCORPORATED
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 18, 1995
The undersigned stockholder of PUROFLOW INCORPORATED appoints Reuben M.
Siwek and Michael H. Figoff, or any one of them, with full powers of
substitution to be the attorneys and Proxies to vote all shares of Stock of said
Corporation which the undersigned is entitled to vote, with all of the powers
which the undersigned would possess if personally present at the Annual Meeting
of the Stockholders to be held at the DoubleTree Guest Suites, 1707 Fourth
Street, Santa Monica, California at 2:00 p.m., Pacific Time, on Monday,
September 18, 1995 at any adjournment thereof, upon the following matters:
<TABLE>
<S> <C>
(1) FOR / / or VOTE WITHHELD with respect to / / the election of MICHAEL H. FIGOFF, REUBEN M. SIWEK, ROBERT A. SMITH, DR.
TRACY KENT PUGMIRE, PETER S. WONG, and LEO S. UNGER as Directors of the Corporation. YOU MAY DELETE ANY NAMED NOMINEE BY
LINING THROUGH THE NAME OF THE ORIGINAL NOMINEE.
(2) To approve the amendment to the Company's 1991 Incentive Stock Option Plan for key employees increasing the number of
shares of Common Stock reserved for issuance under that plan from 200,000 to 500,000 shares.
/ / FOR / / AGAINST / / ABSTAIN
(3) To consider and act upon a proposal to amend the Corporation's Certificate of Incorporation to authorize additional
shares of Common Stock from 6,000,000 to 12,000,000 shares.
/ / FOR / / AGAINST / / ABSTAIN
(4) To vote for the appointment of Auditors for the fiscal year ended January 31, 1996, subject to consummation of a contract
satisfactory to the Board of Directors.
/ / FOR / / AGAINST / / ABSTAIN
(5) To transact such other business as may properly come before the meeting or any adjournments thereof.
</TABLE>
(Continued and to be signed on other side)
<PAGE>
(Continued from other side)
The shares presented hereby will be voted in accordance with the
instructions herein, but where instructions are not indicated, the Proxy will be
voted FOR the election of Directors and FOR proposals #2, #3, #4 and #5 above,
all in accordance with the Proxy Statement of the Corporation, receipt of which
is hereby acknowledged.
The undersigned also confers discretionary authority upon the Proxies named
herein to vote such other matters as may properly come before the said meeting,
or any adjournment thereof. Management is not aware of any such matters. The
undersigned hereby acknowledges the receipt of Notice of said Annual Meeting of
the Stockholders, with Proxy Statement attached and Annual Report for fiscal
year ended January 31, 1995.
NUMBER OF SHARES _________________ DATED: ____________________________
___________________________________
PLEASE PRINT NAME
SIGNATURE: ________________________
___________________________________
SIGNATURE(S) MUST CORRESPOND
EXACTLY WITH NAMES AS IMPRINTED
HEREON. WHEN SIGNING AS ATTORNEY,
EXECUTOR OR ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE THE FULL
TITLE AS SUCH, AND IF THE SIGNER IS
A CORPORATION, PLEASE SIGN WITH THE
FULL CORPORATE NAME BY DULY
AUTHORIZED OFFICER. IF STOCK IS
HELD IN THE NAME OF MORE THAN ONE
PERSON, ALL NAMED HOLDERS MUST SIGN
THE PROXY.
NOTICE: THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
CORPORATION. PLEASE DATE, FILL IN, SIGN AND RETURN IN THE ENCLOSED PREPAID
ENVELOPE.
