WELDOTRON CORPORATION
1532 South Washington Avenue
Piscataway, New Jersey 08855
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 4,1994
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 4, 1994 at 10:00 a.m. for the following purposes:
(1) To elect six Directors; 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 24, 1994 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, 1994 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/ RICHARD C. HOFFMAN
Secretary
June 24, 1994
<PAGE>
PROXY STATEMENT
Annual Meeting Of Shareholders
August 4, 1994
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 4, 1994 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 26, 1994.
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. Richard C. Hoffman,
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 24, 1994, 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 2,300,173 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 24, 1994, 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 plurality of the votes
cast, 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 nine. The terms of six current Directors will expire at the
Annual meeting. Three of such Directors are nominees for a new three year term
each, two are nominees for a two year term each and one is a nominee for a one
year term. Three current Directors will continue in office. Accordingly, six
Director (three for 3 years each, two for 2 years each and one for one year)
shall be filled at the Annual Meeting. 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, and other directorships
held by each continuing Director and each nominee for Director.
<TABLE>
First Year Present
Nominees for a Principal Occupation, Elected Term
Three Year Term Employment, etc. Director Expires
<S> <C> <C> <C>
Marvin D. Kantor Chairman & C.E.O of Wendt-Bristol Health Care 1992 Aug.,
Services, operators of health care delivery services 1994
(since prior to June, 1989). Age: 65 years.
Richard L. Kramer Chairman of the Board of the Corporation (Since 1993 Aug.,
June, 1994); Chairman of the Board & Secretary 1994
of CPT Holdings, Inc., a NASDAQ Small Market
Cap company (since January 1992); Chairman of
the Board, Republic Properties Corp., a private real
estate investment company (since prior to 1989);
Chairman of the Board, Sunderland Industrial Holdings
Corporation, engaged in various industrial manufacturing
businesses (since prior to 1989); Director, Texfi Industries,
Inc., manufacturing and marketing of textiles and apparel
(Since May, 1994). Age: 44 years.
William L. Remley Vice Chairman of the Board, President and CEO 1993 Aug.,
of the Corporation (Since June, 1994); President 1994
and Treasurer, CPT Holdings, Inc. (January 1993
to present); Vice Chairman, Sunderland Industrial
Holdings Corp. (since prior to 1989); Director, CPT
Holdings, Inc. (since Jan. 1992); Director, Texfi
Industries, Inc., manufacturing and
marketing of textiles and apparel (Since May, 1994).
Age: 44 years.
<PAGE>
First Year Present
Nominees for a Principal Occupation, Elected Term
Two Year Term Employment, etc. Director Expires
Bryon P. Fusini Senior Financial Consultant at Smith Barney 1993 Aug.,
Shearson, Inc., a stock brokerage and financial 1994
services concern (since prior to 1989).
Age: 40 years.
John D. Mazzuto Chairman, Greystone Partners which provides 1994 Aug.,
investment banking services (since 1991). 1994
President/CEO North American Operations,
Asian Oceanic Group, an international merchant
bank (since prior to 1989 to 1991). Chairman,
Chester Holdings, Ltd., a NASDAQ Small Cap
company engaged in various retail operations;
Director, CPT Holdings, Inc. and Communications
Group, Inc., both publicly traded corporations;
Director, Texfi Industries, Inc., manufacturing and
marketing of textiles and apparel (since May, 1994).
Age: 45 years.
First Year Present
Nominees for a Principal Occupation, Elected Term
One Year Term Employment, etc. Director Expires
Richard C. Hoffman Secretary of the Corporation; Attorney-President, 1994 Aug.,
InterUrban Management, Inc., a real estate 1994
brokerage and management company. Currently
practices as Richard C. Hoffman P.C. in Dallas,
representing private developers and off-shore
investors for restructuring & acquisitions.
Age: 47
First Year Present
Principal Occupation, Elected Term
Continuing Directors Employment, etc. Director Expires
Martin Siegel Chairman of the Board of Directors of the 1958 1995
Corporation, (since prior to 1989 to June,
1994); Director of New Brunswick Scientific
Co., Inc. a manufacturer of instruments and
equipment for the life sciences and biological
products industry. Age: 66 years.
Fred H. Rohn General Partner, North American Venture Capital 1992 1995
Funds (since 1989). Age: 66 years.
<PAGE>
George R. Beetle Director, Planning and Program Development, 1992 1995
Delaware River Port Authority; President,
George Beetle Co., an engineering and design
company (from before 1988 and until August, 1991).
Age: 53 years.
</TABLE>
COMMITTEES
The Corporation has an Audit Committee of the Board of Directors, whose members
are George R. Beetle, Chairman, and Marvin D Kantor. The Committee held one
meeting during the fiscal year ended February 28, 1994. 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, Bryon P. Fusini and John D. Mazzuto.
The Committee held one meeting during the fiscal year ended February 28, 1994.
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
Corporation's Employee Benefit Plans. The Committee also functions as the Stock
Option Committee. (See Report of the Compensation Committee on Page 7).
The Company has an Executive Committee whose current members are William L.
Remley, Chairman, Richard L. Kramer, John D. Mazzuto, and Fred H. Rohn. The
functions of the Executive Committee are to act for the Board of Directors when
action is required between Board meetings, consult with and to advise management
on certain important proposals and policy matters, review and make
recommendations with respect to financial policy, and monitor management and
Company performance with respect to matters of public responsibility and make
recommendations thereon.
The Corporation has no nominating committee.
During the fiscal year ended February 28, 1994, the Board of Directors held
nine 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.
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.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Holdings of Management
The following table sets forth as of June 21, 1994, 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 of Class
<S> <C> <C>
George R. Beetle 100 *
Bryon P. Fusini 0 0%
Richard C. Hoffman 0 0%
Marvin D. Kantor 0 0%
Richard L. Kramer 0 0%
John D. Mazzuto 0 0%
Fred H. Rohn 0 0%
William L. Remley 0(1) 0%
Martin Siegel 171,028 7.44%
All executive officers and directors 176,335 7.66%
as a group (10 persons)
*Less than one percent.
</TABLE>
1) Mr. Remley is the Chairman and President of Lyford Corporation, owner of
450,000 shares of Common Stock, as to which stock he disclaims beneficial
ownership.
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 24, 1994.
<TABLE>
Name And Address of Amount and Nature Percentage
or Beneficial Owner of Beneficial Ownership of Class
<S> <C> <C>
Lyford Corporation(1) 450,000 19.56%
1140 Connecticut Avenue, N.W. Suite 201
Washington, D.C. 20036
<PAGE>
Martin Siegel (2) 171,028 7.44%
26 Egan Place
Englewood Cliffs, NJ 07632
Walter J. Schloss Associates (3) 143,200 6.23%
Walter J. Schloss & Edwin W. Schloss
52 Vanderbilt Avenue
New York, NY 10017
________________________
</TABLE>
(1) Based upon information contained in the named Shareholder's Schedule 13D
dated October 22, 1993, as amended by Amendment No. 1 dated February 17, 1994,
filed pursuant to the Securities Exchange Act of 1934.
(2) Based upon information contained in the named Shareholder's Schedule 13D
dated April 19, 1979, as amended by Amendment No. 4 dated February 17, 1994,
filed pursuant to the Securities Exchange Act of 1934.
(3) Based upon information contained in the named Shareholder's Schedule 13D
dated October, 1990, as amended by Amendment No. 3 dated July 30, 1993, 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 143,200
shares as follows: Associates - 127,200 shares; Walter J. Schloss - 10,000
shares and Edwin W. Schloss - 6,000 shares and sole dispositive power with
respect to 143,200 shares hereinabove set forth.
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 fiscal
year ended February 28, 1995, all filing requirements applicable to its
Reporting Persons were complied with on a timely basis.
EXECUTIVE COMPENSATION
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, 1994,
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).
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
Other All
Annual Other
Name Principal Position FY Salary Bonus Compensation (1) Compensation(2)
<S> <C> <C> <C> <C>
Martin Siegel 1994 $200,852 -- $12,000 $ 8,138
Chairman of the Board 1993 193,060 -- 12,000 4,313
1992 138,215 -- 12,000 4,260
David E. Friedrich (3) 1994 121,594 -- 3,500 153,100
1993 101,332 -- 595 1,491
Albert W. Sanders 1994 90,570 -- 910 2,713
Executive Vice President/ 1993 90,480 -- 910 2,932
Controller 1992 93,982 -- 910 2,901
</TABLE>
________________________________________
(1) Includes amounts paid for car and housing allowances.
(2) Includes amount of matching contributions under the Company's 401(K)
Plan, which may be subject to vesting requirements.
(3) Mr. Friedrich left the Company effective October 8, 1993. In accordance
with his contract, he was paid severance pay of $150,000.
No options were granted nor exercised by any of the named executive officers or
directors during the fiscal year. 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
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.
<PAGE>
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, and equity-based incentives, and customary employee and
executive benefits. In recent years the Company not paid bonuses to its senior
executives.
Compensation of the Chairman of the Board and CEO for Fiscal '94.
The salary of Mr. Martin Siegel, Chairman of the Board for all of FY '94 and CEO
from August 25, 1993, thru June 13, 1994, 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 '94.
Effective as of June 13, 1994, Mr. Siegel resigned as the Chairman of the Board
and Chief Executive Officer of the Company (see, "Employment Contracts").
The Compensation Committee will continue to 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.
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, Chairman
/s/ Bryon P. Fusini
/s/ John D. Mazzuto
June 1994
EMPLOYMENT CONTRACTS, TERMINATIONS AND CHANGE IN CONTROL AGREEMENTS
Martin Siegel is employed pursuant to an employment contract which was amended
and restated in June 1994 and which expires on June 30, 1997. The Agreement
provides for a salary of $200,000 per annum. Upon Mr. Siegel's retirement or at
<PAGE>
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 shall
be paid to his widow or children for the lessor of (a) the balance of the
employment period, or (b) for one year and thereafter additional monthly
payments computed at the rate of one-half of such annual salary shall be paid to
his widow, if any, for the balance of the employment period, if any.
David E. Friedrich was 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 was to 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. On October 8, 1993, since his
contract had not been renewed, Mr. Friedrich ended his employment with Weldotron
Corporation to pursue other opportunities.
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. A
similar Agreement dated November 1, 1993, was entered into with Varghese Reju,
Treasurer & Principal Financial Officer.
PERFORMANCE GRAPH
Assumes $100 invested on March 1, 1988. Assumes Dividend Reinvested.
Fiscal Year Ending February 28, 1994
Compare 5-Year Cumulative Total Return Among Weldotron CP, AMEX Market Index and
SIC Code Index
<TABLE>
Measurement Period Weldotron AMEX Peer
(Fiscal Year Covered) Corporation Market Index Group Index
<C> <C> <C> <C>
Measurement Pt.-3/1/88 $100 $100 $100
FYE 2/28/90 $56 $112 $112
FYE 2/28/91 $50 $115 $114
FYE 2/29/92 $47 $130 $130
FYE 2/28/93 $35 $124 $139
FYE 2/28/94 $41 $145 $160
</TABLE>
The stock price performance shown on the graph is not necessarily indicative
of future price performance. Peer Group is SIC Code Group 3569.
<PAGE>
CERTAIN TRANSACTIONS
On October 22, 1993, Lyford Corporations (Lyford) purchased 200,000 shares of
Common Stock from the Company and subsequently on February 14, 1994, Lyford
purchased from Martin Siegel, 250,000 shares on terms and conditions more fully
described in an Information Statement, furnished to shareholders of record as of
March 24, 1994, and filed with the Securities & Exchange Commission on March 24,
1994, which Information Statement is incorporated herewith by reference.
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
Proposals of shareholders intended to be presented at the 1995 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
February 24, 1995.
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/ Richard C Hoffman
Secretary
Piscataway, New Jersey
June 24, 1994
<PAGE>
NOTICE
AN INFORMATION STATEMENT, DATED MARCH 23, 1994, MAILED TO THE SHAREHOLDERS OF
RECORD AS OF MARCH 24, 1994, AND FILED WITH THE SECURITIES & EXCHANGE COMMISSION
ON MARCH 24, 1994, HAS BEEN INCORPORATED BY REFERENCE (see "CERTAIN
TRANSACTIONS" on page 9).
