Weldotron Corporation
1532 South Washington Avenue
Piscataway, New Jersey 08855
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 5,1993
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of WELDOTRON
CORPORATION (hereinafter called the "Corporation") will be held at the offices
of the Corporation, 1532 South Washington Avenue, Piscataway, New Jersey, 08855
on Thursday, August 5, 1993 at 10:00 a.m. for the following purposes:
(1) To elect one Director; and
(2) To transact such other business as may properly come before the meeting
or an adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on June 25, 1993 as the
record date for the determination of the shareholders entitled to receive notice
of and to vote at the meeting or any adjournment or adjournments thereof.
The stock transfer books will not be closed.
A copy of the Corporation's Annual Report to Shareholders for the year ended
February 28, 1993 is enclosed herewith.
SHAREHOLDERS ARE URGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY. A RETURN
ENVELOPE, FOR WHICH NO POSTAGE NEED BE AFFIXED IF MAILED WITHIN THE UNITED
STATES, IS ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Board of Directors
/s/ ISIDORE SIEGEL
Secretary
June 29, 1993
<PAGE>
PROXY STATEMENT
WELDOTRON CORPORATION
Annual Meeting Of Shareholders
August 5, 1993
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Weldotron
Corporation (the "Corporation") for use at the Annual Meeting of Shareholders
to be held at the offices of the Corporation, 1532 South Washington Avenue,
Piscataway, New Jersey, on Thursday, August 5, 1993 at 10:00 a.m. or at any
adjournment or adjournments thereof. It is anticipated that the mailing of this
Proxy Statement will commence on or about June 29, 1993.
The enclosed proxy, even though executed and returned, may be revoked at any
time prior to the meeting by either (i) attending the meeting and voting in
person; or (ii) giving written notice of revocation to Mr. Isidore Siegel,
Secretary of the Corporation, at Weldotron Corporation, 1532 South Washington
Avenue, Piscataway, New Jersey, 08855. The enclosed proxy may also be revoked
by a subsequently dated proxy received by the Corporation prior to the voting of
the previously dated proxy.
The cost of soliciting proxies will be borne by the Corporation. In addition to
solicitation by mail, directors, officers and employees of the Corporation may
solicit proxies by telephone or otherwise. The Corporation may reimburse
brokers or other persons holding stock in their names or in the names of their
nominees for their charges and expenses in forwarding proxies and proxy
materials to the beneficial owners of such stock.
A proxy which is properly signed and not revoked will be voted in accordance
with the instructions contained therein. If no instructions are given, the
persons named in the proxy intend to vote for the nominees for election as
Directors listed below.
If any such nominee should be unwilling or unable to serve (which is not
anticipated) the persons named in the proxy will vote the proxy for a substitute
nominee selected by them unless the number of Directors has been reduced to the
number of nominees willing and able to serve.
The Board of Directors does not know of any matter other than the election of
directors that is expected to be presented for consideration at the meeting.
However, if other matters properly come before the meeting, the persons named
in the accompanying proxy intend to vote thereon in accordance with their
judgement.
VOTING SECURITIES OUTSTANDING: QUORUM
Only shareholders of record at the close of business on June 25, 1993, the
record date for the meeting, will be entitled to notice of and to vote at the
meeting. On the record date the Corporation had outstanding 2,100,193 shares of
common stock (the "Common Stock") which are the only securities of the
Corporation entitled to vote at the meeting, each share being entitled to one
vote. As of June 25, 1993, no person was known to the Corporation to be the
<PAGE>
beneficial owner of more than five per cent of the Common Stock except as
indicated under the caption "Principal Holders of Voting Securities". There are
no cumulative voting rights. The holders of a majority of the issued and
outstanding shares of Common Stock on the record date must be present in person
or by proxy to constitute a quorum at the Annual Meeting. Assuming the presence
of a quorum, the affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock present, in person or by proxy, at the Annual
Meeting is necessary for the election of Directors.
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Corporation provides for the division of
the Board of Directors of the Corporation into three classes. The By-Laws of
the Corporation provide that the Board of Directors may fix the number of
Directors to be not less than three or not more than nine. The Board of
Directors has decided that the number of Directors for the current fiscal year
shall be fixed at seven. The term of one current Director will expire at the
Annual Meeting and he is a nominee for a new three year term as a Director.
Five Directors will continue in office. Accordingly, one Directorship for a
three year term, should be filled at the Annual Meeting.
Pursuant to the agreement whereby Martin Siegel agreed to purchase 270,000
shares of authorized but unissued shares from the Corporation, Mr. Siegel may
name a designee who will be elected by the Board of Directors as a Director.
Mr. Siegel has not named his designee to date. When he does so, the Board will
xpand its membership by one seat and elect such designee to the Board. Such
designee will serve until the next Annual Meeting of the Shareholders. Except
for the foregoing, the Board of Directors does not have any present intention to
propose any further increase in the number of Directors prior to the next Annual
Meeting of the Shareholders.
Following is the name, business experience during the past five years, age,
other Directorships held by each continuing Director and each nominee for
Director, and their respective security holding. The information concerning the
Directors and their security holdings has been furnished by them to the
Corporation.
<TABLE>
First Year Present
Nominee for a Principal Occupation, Elected Term
Three Year Term Employment, etc, Director Expires
<S> <C> <C> <C>
Seymour G. Siegel Retired Vice President, Finance of the Corporation 1960 1993
(since prior to 1988 to June 1990). Age: 69 years.
</TABLE>
<TABLE>
First Year Present
Principal Occupation Elected Term
Continuing Directors Employment, etc. Director Expires
<S> <C> <C> <C>
Martin Siegel Chairman of the Board of Directors of the Corporation 1958 1995
(since prior to 1988); President of the Corporation (since
prior to June, 1988 and until March, 1993); Director of
New Brunswick Scientific Co., Inc. a manufacturer of
instruments and equipment for the life sciences and
biological products industry. Age: 65 years.
<PAGE>
Fred H. Rohn General Partner, North American Venture Capital Funds 1992 1995
(since 1988), Retired Senior Partner, Touche Ross & Co.,
Certified Public Accountants (since prior to June 1988).
Age: 66 years.
George R. Beetle Director, Planning and Program Development, Delaware 1992 1995
River Port Authority; President, George Beetle Co., an
engineering and design company (from before 1988 and
until August, 1991) Age: 53 years.
Isidore Siegel Secretary of the Corporation, and General Counsel 1962 1994
(since July, 1990); Partner, Siegel & Godt, Attorneys
(since prior to 1988 through June 1990).
Age: 75 years.
Marvin D. Kantor Chairman and CEO, Wendt-Bristol Health Care Services, 1992 1994
operators of health care delivery services (since prior to
June, 1988). Age: 64 years.
</TABLE>
Martin Siegel, Seymour G. Siegel and Isidore Siegel are brothers.
Martin Siegel and Isidore Siegel may each be deemed to be a "control person" of
the Corporation, although they do not concede that such designation applies to
them.
COMMITTEES
The Corporation has a Audit Committee of the Board of Directors, whose members
are Marvin D. Kantor, Chairman, George R. Beetle and Seymour G. Siegel. The
Committee held one meeting during the fiscal year ended February 28, 1993. The
Audit Committee reviews and satisfies itself as to the adequacy of the structure
of the Corporation's financial organization and that the financial and
accounting policies of the Corporation are properly implemented. The Audit
Committee reviews with the Corporation's outside auditors the scope of the audit
prior to its commencement and the results of the audit prior to the publishing
of the Annual Report to Shareholders. Specifically, the Audit Committee (a)
reviews the Corporation's accounting and financial policies and procedures with
emphasis on any major changes during the year, (b) reviews the results of the
audit for significant items and inquires as to whether the outside auditors are
completely satisfied with the audit results, discussing any recommendations and
comments the auditors may have, (c) inquires as to the adequacy of the internal
audit functions and (d) ascertains the degree of cooperation of the
Corporation's financial and accounting personnel with the outside auditors.
The Corporation has a Compensation Committee of the Board of Directors, whose
current members are Fred H. Rohn, Chairman, Isidore Siegel and Marvin D. Kantor.
The Committee held one meeting during the fiscal year ended February 28, 1993.
The Compensation Committee reviews and makes recommendations to the Board of
Directors with respect to ranges of compensation of all officers of the
Corporation, with respect to incentive program payments, and with respect to the
<PAGE>
Corporation's Employee Benefit Plans. The Committee also functions as the Stock
Option Committee. (See Report of the Compensation Committee on Page 7).
There has been established, since the close of the last fiscal year, an
Executive Committee whose current members are Fred H. Rohn, Chairman, and
Messrs. Marvin D. Kantor and Isidore Siegel. The functions of the Executive
Committee are acting for the Board of Directors when action is required between
Board meetings, consulting with and advising management on certain important
proposals and policy matters, reviewing and making recommendations with respect
to financial policy, and monitoring management and Company performance with
respect to matters of public responsibility and making recommendations thereon.
The Corporation has no nominating committee.
During the fiscal year ended February 28, 1993, the Board of Directors held 6
meetings. No Director attended fewer than 75% of the total number of meetings
of the Board of Directors and each Committee meeting was attended by all members
of the Committee. Directors who are not officers or employees of the
Corporation each receive $6,000 per annum plus a $500 attendance fee for each
meeting of the Board of Directors or of any committee meeting attended. The
Secretary receives an additional $6,000 per annum. Directors who are paid
officers or employees of the Corporation receive no additional compensation
for service on the Board of Directors or on any committee.
Mr. Seymour G. Siegel, who retired as an executive officer of the Corporation
effective June 30, 1990, was employed pursuant to an employment agreement which
provides for deferred compensation following retirement. Mr. Seymour Siegel was
paid $50,000 as deferred compensation for the year ended February 28, 1993.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Holdings of Management
The following table sets forth as of June 21, 1993, information concerning the
ownership of shares of Common Stock by each director or nominee of the
Corporation individually and by all officers and directors of the Corporation as
a group, and the percentage ownership of such outstanding Common Stock. Except
for shares beneficially owned by spouses or other family members, such officers
and Directors have sole voting power and sole investment power with respect to
such shares.
<TABLE>
Amount and Nature
of Beneficial
Name of Director or Nominee Ownership of Percentage
or Identity of Group Common Stock (1) of Class
<S> <C> <C>
George R. Beetle 100 *
Marvin D. Kantor 0 0%
Fred H. Rohn 0 0%
Isidore Siegel 87,342 3.95%
Martin Siegel 489,028 22.17%
Seymour G. Siegel 12,273 *
<PAGE>
All executive officers and directors, as a group (8 persons) *
____________________________
* Less than one percent.
</TABLE>
1) Includes the following shares subject to stock options granted under the
Corporation's Stock Option Plans which are exercisable within sixty days: Martin
Siegel, 70,750 shares; all other officers and directors as a group, 105,750
shares. Includes all shares owned by, and options in the name of, spouses.
Principal Holders of Voting Securities
The following table indicates the only persons known by the Board of Directors
to be the beneficial owners of more than five percent of Common Stock as of
June 21, 1993.
<TABLE>
Name and Address of Amount and Nature Percentage
or Beneficial Owner of Beneficial Ownership of Class
<S> <C> <C>
Martin Siegel (1) 489,028 22.17%
26 Egan Place
Englewood Cliffs, NJ 07632
Walter J. Schloss Associates (2) 168,800 8.03%
Walter J. Schloss & Edwin W. Schloss
52 Vanderbilt Avenue
New York, NY 10017
Dimensional Fund Advisers, Inc.(3) 110,900 5.28%
1299 South Ocean Avenue, Suite 650
Santa Monica, CA 90401
___________________________
</TABLE>
(1) Based upon information contained in the named Shareholder's Schedule
13D dated April 19,1979, as amended by Amendment No. 2 dated June 1993, filed
pursuant to the Securities Exchange Act of 1934.
(2) Based upon information contained in the named Shareholder's Schedule 13D
dated October, 1990, as amended by Amendment No. 3 dated April 15, 1991, filed
pursuant to the Securities Exchange Act of 1934, which Schedule 13D as amended
also stated the named Shareholders had sole voting power with respect to 152,800
shares as follows: Associates-152,800 shares; Walter J. Schloss-10,000 shares
and Edwin W. Schloss-6,000 shares and sole dispositive power with respect to
152,800 shares hereinabove set forth.
(3) Based upon information contained in the named Shareholder's Schedule 13G,
as amended on February 28, 1988, filed pursuant to the Securities Exchange Act
of 1934, which Schedule 13G also stated that the named Shareholder had sole
voting power with respect to 66,000 shares and sole dispositive power with
respect to 110,900 shares.
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
officers and directors and persons who own more than ten percent of a registered
class of the Corporation's equity securities ("Reporting Persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the American Stock Exchange. The Reporting Persons are required
by SEC regulations to furnish the Corporation 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 representations from certain Reporting Persons that no Forms 4 were
required for those persons, the Corporation believes that during the year
ended February 28, 1993, all filing requirements applicable to its Reporting
Persons were complied with on a timely basis.
EXECUTIVE COMPENSATION
The Securities and Exchange Commission has promulgated new rules significantly
changing the disclosure requirements relating to executive compensation.
Therefore, the following tables and narrative description of executive
compensation is substantially different from that contained in the Company's
prior proxy statements.
The following table shows, as to the Chief Executive Officer and each of the two
other most highly compensated executive officers whose salary plus bonus
exceeded $90,000, information concerning compensation paid for services to the
Company in all capacities during the fiscal year ended February 28, 1993, as
well as the total compensation paid to each such individual for the Company's
previous two fiscal years (if such person was the Chief Executive Officer or an
executive officer, as the case may be, during any part of such fiscal year).
<TABLE>
SUMMARY COMPENSATION TABLE
Other All
Name and Annual Other
Principal Position FY Salary Bonus Compensation(1) Compensation
<S> <C> <C> <C> <C> <C>
Martin Siegel 1993 $193,060 -- $12,000 $4,313
Chairman of the Board 1992 133,049 -- 12,000 4,260
1991 133,000 -- 12,000 2,920
David E. Friedrich 1993 101,332 -- 595 1,491
President and CEO 1992 -- -- -- --
Albert W. Sanders 1993 90,480 -- 910 2,932
Vice President/Controller 1992 90,480 -- 910 2,901
1991 90,420 -- 910 1,965
</TABLE>
______________________________
(1) Includes amounts paid for car allowances and housing allowance.
<PAGE>
(2) Includes amount of Company matching contributions under the Company's
401(K) Plan, which may be subject to vesting requirements.
(3) The Company does not have any plan under which it issues restricted
stock and does not otherwise issue such stock.
(4) The Company has not granted any stock appreciation rights.
(5) The Company does not have any Long Term Incentive Plans as that term is
defined in the regulations.
OPTION GRANTS IN LAST FISCAL YEAR
Weldotron Corporation Stock Option Plans
<TABLE>
Potential Realizable
Individual Grants Value at Assumed
Annual Rates of
Percent of Stock Price
total options Exercise Appreciation for
Options granted to Price Expiration Option Term
Name Granted employees ($/share) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
David E. Friedrich 50,000 100% $2.50 6/30/02 $78,500 $199,000
(1) The Company has not granted any stock appreciation rights.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES
<TABLE>
Number Total Number of Total Value of Unexercised
of Shares Unexercised Options Held In-the-Money Options Held
Acquired Value Fiscal Year End at Fiscal Year End
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Martin Siegel - 0 - - 0 - 70,000 0 None --
David E. Friedrich - 0 - - 0 - 0 50,000 -- None
Albert Sanders - 0 - - 0 - 15,000 0 None --
</TABLE>
(1) The Company has not granted any stock appreciation rights.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The report of the Compensation Committee of the Board of Directors (the
"Committee") and the performance graph on page 9 shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
<PAGE>
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The Committee's compensation philosophy is based on the belief that a link
should exist between executive compensation and the return on investment
provided to stockholders as reflected by the appreciation in the price of the
Company's stock. In applying this philosophy, the Committee is in the process
of developing and implementing a compensation policy which seeks to attract and
retain talented executives and to align the financial interests of the Company's
senior executives with those of its stockholders. The Company attempts to
realize these goals by providing competitive compensation and permitting
executive officers to take an ownership stake in the Company commensurate with
their relative levels of seniority and responsibility.
In setting compensation for the Company's officers, the Committee believes that
compensation should reflect going market rates for seasoned executives with the
business experience and acumen necessary to develop and expand the Company and
should provide such individuals with the opportunity to participate in the
growth of the Company.
The Company's executive compensation is based on four components--salary,
incentive bonus, equity-based incentives, and customary employee and executive
benefits. In recent years the Company has not paid bonuses to its senior
executives.
Compensation of the Chairman of the Board and CEO for Fiscal '93.
The salary of Mr. Martin Siegel, Chairman of the Board and CEO for Fiscal 1993
was based on his rights under his employment agreement entered into as of March
1, 1988, and extending to July 31, 1997, which is described elsewhere in this
Proxy Statement under "Employment Contracts". The Contract provides for a
minimum five percent increase above the prior year's salary or such greater
increase as is recommended by the Committee. No such greater increase was
recommended by the Committee for Fiscal Year '93.
Compensation of the President and Chief Operating Officer for Fiscal '93.
Mr. David E. Friedrich initially joined the Company as Chief Operating Officer
on July 1, 1992. He was elected to the position of Chief Executive Officer on
March 10, 1993, and assumed such duties without additional compensation.
(See "Employment Contracts" for additional information regarding his employment
contract).
The Compensation Committee will evaluate the performance of the executive
officers of the Company during the current fiscal year with particular
reference to achieving a return to profitability for the Company and will make
recommendations to the Board for adjustments in salary levels consistent with
the level of improvement in the operations of the Company.
The Committee determines the number of options to be granted based on the
relative seniority, experience and compensation levels of key employees who are
recommended by management for option grants. The Committee also considers long-
term incentives granted to senior executives in the machinery manufacturing
industry.
<PAGE>
The Committee believes it is important to give executives a reasonable salary
commensurate with their position and opportunities for ownership and long-term
capital appreciation via stock options so their interests will coincide with
those of the Company's stockholders.
COMPENSATION COMMITTEE
/s/ Fred H. Rohn
/s/ Isidore Siegel
/s/ Marvin D. Kantor
June 1993
Compensation Committee Interlocks and Insider Participation
Isidore Siegel, Secretary and General Counsel to the Company is a Director and
a member of the Compensation Committee. Isidore Siegel is a brother of Martin
Siegel, Chairman of the Board of Directors.
EMPLOYMENT CONTRACTS, TERMINATIONS AND CHANGE IN CONTROL AGREEMENTS
Martin Siegel is employed pursuant to an employment contract which expires on
June 30, 1997. The Agreement provides for a base salary of $191,000 for fiscal
year 1993 which base salary is subject to annual increases of at least 5% or a
greater amount as determined by the Board of Directors. Upon Mr. Siegel's
retirement or at the end of the employment period, the Corporation shall pay to
him $80,000 per annum as deferred compensation. The employment agreement
further provides that in the event of his death during the employment period,
the annual salary in effect shall be paid for one year to his widow and
thereafter additional monthly payments computed at the rate of one-half of such
annual salary shall be paid to his widow for a period of forty-eight months.
In the event that there is no surviving widow, the then annual salary shall be
paid to his surviving children in equal shares for a period of one year. In the
event of certain changes in control of the Corporation, Mr. Siegel may, at his
option, terminate the employment agreement. In this event, Mr. Siegel shall
become a consultant to the Corporation, provide up to thirty (30) days
consulting services per annum, and receive the total compensation which he would
have been entitled to receive had he remained in the employ of the Corporation
until June 30, 1997, but not to exceed $900,000. The Corporation pays the sum
of $12,000 per annum to Mr. Siegel as an allowance for a local residence.
David E. Friedrich is employed pursuant to an Employment Agreement initially
extending until June 30, 1993, with automatic renewal thereafter for additional
one year periods. If at any time the agreement is terminated or not renewed,
Mr. Friedrich will be paid an amount equal to one year's salary. The agreement
also provides for the payment of six months salary if his employment is
terminated by reason of death or disability. In the event of involuntary
termination in connection with a "change in control", he will be entitled to be
paid an amount equal to two years base salary.
The Corporation has entered into a Severance Pay Agreement, dated January 15,
1991, with Albert W. Sanders. The Agreement provides, in pertinent part, that
in the event such officer is involuntarily terminated from the employ of the
Corporation as a result of certain changes in control, the Corporation will pay
such officer a sum equal to 200% of his then current annual base salary.
<PAGE>
PERFORMANCE GRAPH
Assumes $100 invested on March 1, 1988. Assumes Dividend Reinvested.
Fiscal Year Ending February 28, 1993
Comparison of 5 Year Cum. Total Return
Among Weldotron, AMEX, and Peer Group
<TABLE>
Measurement Period Weldotron AMEX Peer
(Fiscal Year Covered) Corporation Market Index Group Index
<S> <C> <C> <C>
Measurement Pt.-3/1/88 $100 $100 $100
FYE 2/28/89 $109 $111 $142
FYE 2/28/90 $ 60 $127 $167
FYE 2/28/91 $ 55 $129 $175
FYE 2/29/92 $ 50 $145 $195
FYE 2/28/93 $ 38 $149 $200
</TABLE>
The stock price performance shown on the graph is not necessarily indicative of
future price performance. Peer Group is SIC Code Group 3569.
CERTAIN TRANSACTIONS
Following the close of the past fiscal year, on May 6, 1993, Martin Siegel,
Chairman of the Board, agreed to purchase 270,000 shares of authorized but
unissued shares of the Company at a price of $2.25 per share, that price being
not less than the last sale price of the shares on the American Stock Exchange
on that date. Mr. Siegel reserved the right to share the purchase with others
and was granted the right to nominate an additional director after full payment
for the purchased shares was made. On June 4, 1993, the purchase was completed
and paid for with Mr. Siegel taking 225,556 shares for his own account and his
brother, Isidore Siegel, Secretary of the Company, purchasing the balance of
44,444 shares.
ACCOUNTANTS AND AUDITORS
The Corporation's independent public accountants are Deloitte & Touche, with
offices at Two Hilton Court, P. 0. Box 319, Parsippany, New Jersey 07054.
Deloitte & Touche has been retained by the Corporation as independent public
accountants for more than the past eight years, and the Corporation intends to
continue such relationship for the current fiscal year. The selection of
independent public accountants is made by the Board of Directors of the
Corporation. It is anticipated that a representative of Deloitte & Touche will
be present at the Annual Meeting of Shareholders and that such representative
will be afforded an opportunity to make a statement to the assembled
Shareholders, if desired. Such representative will also be available to respond
to appropriate questions during the meeting.
DEADLINE FOR SHAREHOLDER PROPOSALS
<PAGE>
Proposals of shareholders intended to be presented at the 1994 Annual Meeting
must be received at the principal executive offices of Weldotron Corporation for
inclusion in its proxy statement and form of proxy relating to that meeting by
March 1, 1994.
OTHER MATTERS
The management knows of no other business to come before the meeting, but if any
other matters should properly come before the meeting or any adjournment or
adjournments thereof, the persons named as proxies will vote upon them in
accordance with their best judgment.
By Order of the Board of Directors
/s/ Isidore Siegel
Secretary
Piscataway, New Jersey
June 29, 1993
