<PAGE>
[LETTERHEAD]
May 12, 1999
Dear Stockholder:
We take pleasure to invite you to the Annual Meeting of Stockholders of Puroflow
Incorporated to be held at 10:00 a.m., Pacific Time, on Tuesday, June 29, 1999,
at Puroflow Incorporated, 16559 Saticoy Street, Van Nuys, California, 91406.
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
Reuben M. Siwek
Chairman of the Board
<PAGE>
PUROFLOW INCORPORATED
16559 Saticoy Street
Van Nuys, California 91406
Telephone: (818) 756-1388 Fax: (818) 779-3902
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 29, 1999
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TO OUR STOCKHOLDERS:
We are pleased to invite you to attend the Annual Meeting of Stockholders of
Puroflow Incorporated, which will be held on Tuesday, June 29, 1999 at 10:00
a.m., Pacific Time, at Puroflow Incorporated, 16559 Saticoy Street, Van Nuys,
California, 91406, for the following purposes:
(1) Election of a Board of Directors of four (4) Directors for one (1) year or
until their successors are elected and qualified.
(2) To vote for the appointment of Auditors for the fiscal year ended January
31, 2000, subject to consummation of a contract satisfactory to the Board
of Directors.
(3) 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 April 30, 1999 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, 1999 is enclosed for your review.
By Order of the Board of Directors,
Sandy Yoshisato
Corporate Secretary
Van Nuys, California
May 12, 1999
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
16559 Saticoy Street
Van Nuys, California 91406
Telephone: (818) 756-1388 Fax: (818) 779-3902
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PROXY STATEMENT
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SOLICITATION AND REVOCATION OF PROXY
The Annual Meeting of Stockholders of the Corporation will be held on Tuesday,
June 29, 1999 at 10:00 a.m., Pacific Time, or at any adjourned date thereafter,
at Puroflow Incorporated, 16559 Saticoy Street, Van Nuys, California, 91406.
The Corporation expects this Proxy Statement and the enclosed Proxy will first
be mailed to Stockholders on or about June 1, 1999.
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 Stockholders 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
March 1, 2000 for inclusion in the next Proxy Statement.
SHARES ENTITLED TO VOTE
On April 30, 1999, the record date for determination of Stockholders entitled to
vote at the meeting, there were outstanding 8,000,321, excluding treasury shares
of Common Stock, par value $0.01 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.
Steel Partners II, L.P., c/o Warren Lichtenstein, whose address is 750 Lexington
Avenue, 27th Floor, New York, New York, 10020 now owns 14.7% of the outstanding
shares; Mr. George Solymar, residing at 2203 Crescent Avenue, Montrose,
California, 91020 owns 5.2% of the outstanding shares; and Reuben M. Siwek,
Chairman of the Board of Directors, residing at 17 Aspen Road, Scarsdale, New
York, 10583 owns 5.68% of the outstanding shares of the Corporation. The
Company has no knowledge of any other person holding 5% or more beneficial or
otherwise, except Cede & Company at approximately 76.5%.
1
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PROPOSAL ONE
ELECTION OF DIRECTORS
At the Annual Meeting, four (4) 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 four 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, AND ROBERT A. SMITH
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
judgement.
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 AS OF
(AGE) OCCUPATION SINCE OF MAY 15, 1998 CLASS
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<S> <C> <C> <C> <C>
MICHAEL H. FIGOFF Chief Executive Officer 1993 357,000 (1)(2) 4.5%
(55) and President
REUBEN M. SIWEK Chairman of the Board of 1982 506,250 (3)(4) 6.3%
(79) Directors, and
General Counsel
DR. TRACY KENT PUGMIRE Aerospace Consultant 1991 53,555 (5) *
(68) Member of Audit
Committee
ROBERT A. SMITH Vice Chairman of the 1994 250,000 (6) 3.1%
(59) Board of Directors
* Less than 1%
All Directors and Officers as a group (4 persons) 1,166,805 14.6%
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</TABLE>
(1) Mr. Figoff was elevated to the position of President/CEO in May 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) Mr. Figoff's spouse owns 8,000 shares for which beneficial ownership is
disclaimed.
(3) Reuben M. Siwek, Esq. was elected to the Board of Directors in March 1982.
Mr. Siwek is a practicing attorney in the State of New York for more than 48
years. Mr. Siwek received his Bachelor Degree in Business Administration from
St. Johns University in January of 1943 and his Jurist Doctorate from St. Johns
University in November of 1949. He holds a C.P.A. certificate from the State of
New York issued in November of 1943. The total shares owned of record include
options to purchase 50,000 shares.
2
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(4) Mr. Siwek's spouse owns 70,000 shares for which beneficial ownership is
disclaimed.
(5) Dr. Tracy Kent Pugmire is an independent technical representative and
consultant. He provides representation and consulting for Spincraft, a Division
of Standex International. He is currently involved with design and fabrication
activities on the X-33 and X-34 rocket vehicles. Previously he was Executive
Vice President of ARDE Inc. and worked as a Program Manager for several
companies including TRW Space Systems Division, Technion Inc., AVCO Missile and
Space Systems (now a division of Textron), General Electric Space Sciences
Laboratory, and Boeing Propulsion and Mechanical Systems Department. 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
40,000 shares.
(6) Robert A. Smith received his BS 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 Microsource Incorporated, a subsidiary of Giga-tronics. Prior
positions included President of Haskel International Incorporated Industrial
Products Group from February 1995 to January 1998; President and CEO of
Industrial Tools Incorporated from January 1994 to February 1995; 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 40,000
shares.
COMPENSATION OF DIRECTORS
Directors, who are not employees of the Corporation or its subsidiary, (also
referred to as outside Directors) receive an annual retainer of $2,560, payable
in quarterly installments and a fee of $300.00 for participation in meetings of
the Board of Directors held by means of conference telephone and for
participation in certain meetings of committees of the Board of Directors.
All of the Nominees were previously elected at the Annual Meeting of
Stockholders. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE ELECTION OF EACH OF THE NOMINEES DESCRIBED ABOVE.
3
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STOCK OPTIONS
During the fiscal year ended January 31, 1999, Non-Statutory Stock Options
aggregating 140,000 shares were outstanding.
The essential features of the 1991 Incentive Stock Plan for key employees are
described below.
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 July 1995, the Board adopted an amendment to the 1991 Plan approving an
increase in the number of shares authorized under the Plan from 200,000 to
500,000 which was approved at the Stockholders meeting of September 1995. 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 500,000 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 grant option, and provisions for adjustment resulting from
stock dividends, stock splits, recapitalization combination or exchange of
shares, merger, consolidation acquisitions or property or stock, reorganization
or liquidation.
Options have been granted for 179,000 shares as of January 31, 1999 of which
179,000 options outstanding, and 321,000 options available for future grants to
key employees.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF AUDITORS
Rose, Snyder & Jacobs, certified public accountants, performed the examination
of the Corporation's books and records for the fiscal year ended January 31,
1999 and issued their report in connection therewith. The Board of Directors
requests Stockholders' approval for the appointment of Rose, Snyder & Jacobs,
certified public accountants, for the fiscal year ended January 31, 2000 based
upon proposals submitted to Management of the Company. There is no direct or
indirect relationship between the Auditors and the Corporation. 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.
4
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MEETING OF THE BOARD AND COMMITTEES
The Board of Directors held 8 meetings during the fiscal year ended January 31,
1999. No nominee who was a Director during the fiscal year attended less than
75% of the meetings for the Board of Directors. The Board of Directors has an
audit committee consisting of three Directors, Robert A. Smith, Reuben M. Siwek,
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 1999. 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 two Directors, Reuben M. Siwek and Robert A. Smith.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Officers, 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, 1998 and January 31, 1999 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 which increased to $104,500.00 effective February 14, 1994.
Mr. Figoff was elected President on February 1, 1995, and was elected to
President and Chief Executive Officer in May 1995. Mr. Figoff's employment
compensation was increased to $165,000 per annum, effective April 1, 1997. On
June 9, 1998, Mr. Figoff's employment contract was extended for a term of five
years expiring on June 9, 2003, at an annual salary of $165,000.00.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The Executive Officers and Directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Michael H. Figoff 55 Chief Executive Officer, President and Director
Sandy Yoshisato 35 Corporate Secretary and Director of Human Resources
Reuben M. Siwek 79 Chairman of the Board of Directors
Robert A. Smith 59 Vice Chairman of the Board of Directors
Dr. Tracy K. Pugmire 68 Director
Wayne Conner 51 Vice President of Engineering
Dale Livingston 61 Vice President of Operations
Gary Rosen 53 Chief Financial Officer
</TABLE>
5
<PAGE>
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, 1999 was as follows:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION FISCAL ANNUAL OPTIONS ALL OTHER
- --------------------------- ------ ------ ------- ---------
YEAR COMPENSATION COMPENSATION (1)
---- ------------ ----------------
<S> <C> <C> <C> <C>
Michael H. Figoff 1999 $ 160,875 -0- $ 19,827
Chief Executive Officer and 1998 158,125 -0- 18,559
President 1997 142,417 -0- 15,975
Wayne Conner 1999 $ 108,458 -0- $ 6,469
Vice President of Engineering 1998 101,245 5,000 5,880
Dale Livingston 1999 $ 99,292 -0- $ 5,093
Vice President of Operations 1998 105,083 5,000 3,000
Gary Rosen 1999 $ 85,925 -0- $ 3,219
Chief Financial Officer 1998 64,308 5,000 2,280
Sandy Yoshisato 1999 $ 84,700 5,000 $ 4,200
Corporate Secretary and 1998 78,000 -0- 4,200
Director of Human Resources 1997 57,750 -0- 4,200
TOTAL 1999 $ 539,250 -0- $ 38,808 (1)
(1) Includes auto allowance, life insurance and disability premiums
</TABLE>
RELATED PARTY TRANSACTIONS
Reuben M. Siwek, Chairman of the Board of the Company, renders legal services to
the Company. The Company incurred expenses of approximately $83,075, $66,250,
and $62,033 during fiscal years 1999, 1998, and 1997 respectively, for legal
services rendered by Mr. Siwek.
FINANCIAL STATEMENTS
A copy of the Annual Report of the Corporation for the fiscal year ended January
31, 1999 is enclosed herein for your review. Any Shareholder may obtain,
without charge, a copy of the Corporation's Report on Form 10-KSB as filed with
the Securities and Exchange Commission by sending a written request to the
Corporate Secretary of the Corporation, 16559 Saticoy Street, Van Nuys,
California, 91406.
6
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PROXY
PUROFLOW INCORPORATED
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 29, 1999
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 Puroflow Incorporated, 16559 Saticoy Street,
Van Nuys, California, 91406, at 10:00 a.m., Pacific Time, on Tuesday, June 29,
1999 or any adjournment thereof, upon the following matters:
(1) FOR / / or VOTE WITHHELD with respect to / / the election of MICHAEL H.
FIGOFF, REUBEN M. SIWEK, ROBERT A. SMITH and DR. TRACY KENT PUGMIRE as
Directors of the Corporation. YOU MAY DELETE ANY NAMED NOMINEE BY LINING
THROUGH THE NAME OF THE ORIGINAL NOMINEE.
(2) To vote for the appointment of Auditors for the fiscal year ended January
31, 2000, subject to consummation of a contract satisfactory to the Board
of Directors.
/ / FOR / / AGAINST / / ABSTAIN
(3) To transact such other business as may properly come before the meeting or
any adjournments thereof.
(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 proposal #2 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, 1999.
Number of Shares DATED:
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PLEASE PRINT NAME:
---------------------
SIGNATURE: ----------------------------
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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.
