<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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AEROSONIC CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
AEROSONIC CORPORATION
(A DELAWARE CORPORATION)
1212 North Hercules Avenue
Clearwater, Florida 34625
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF AEROSONIC CORPORATION:
The Annual Meeting of Shareholders (the "Meeting") of AEROSONIC
CORPORATION (the "Company") will be held at Aerosonic Corporation, 1212 North
Hercules Avenue, Clearwater, Florida on July 21, 1995, at 9:00 a.m., Eastern
Daylight Savings Time, for the following purposes, which are discussed in the
accompanying Proxy Statement:
1. To elect a Board of seven (7) directors of the Company to hold
office until their successors have been duly elected and
qualified.
2. To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
The record date for determination of the shareholders entitled to vote
at the annual meeting is May 22, 1995, at the close of business.
If you are unable to attend the Meeting, please mark, sign and date
the enclosed proxy and return it promptly in the envelope provided herewith.
Your proxy may be revoked at any time before it is voted by filing with the
Secretary of the Corporation a written revocation or a proxy bearing a later
date, or by attending and voting at the Meeting.
If you submit a proxy, you may still vote your stock in person at the
Meeting if you so desire.
By Order of the Board of Directors,
/s/ Herbert J. Frank
---------------------
Herbert J. Frank
Chairman of the Board
May 23, 1995
Clearwater, Florida
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY OR PROXIES AND MAIL IT OR THEM
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE> 3
PROXY STATEMENT
______________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 21, 1995
______________________
AEROSONIC CORPORATION
1212 North Hercules Avenue
Clearwater, Florida 34625
______________________
GENERAL INFORMATION
A Notice of the Annual Meeting of Shareholders (the "Meeting")
of Aerosonic Corporation (the "Company") is set forth on the preceding
page, and there are enclosed herewith proxies which are being
solicited by the Board of Directors of the Company. The cost of this
solicitation will be borne by the Company. In addition to
solicitation by mail, the officers and regular employees of the
Company may solicit proxies personally or by telephone or telegram.
This Proxy Statement is first being sent to shareholders on or about
May 22, 1995. A copy of the Company's Annual Report to Shareholders
for the fiscal year ended January 31, 1995 is mailed herewith.
All shares represented by valid proxies received by the Company
prior to the Meeting will be voted as specified in the proxy. If no
specification is made, and if discretionary authority is conferred by
the shareholder, the shares will be voted FOR the nominated Directors.
If discretionary authority is conferred by the shareholder pursuant to
the proxy, the shares will also be voted on such other matters as may
properly come before the Meeting in accordance with the best judgment
of the proxy holder. A stockholder giving a proxy has the right to
revoke it any time prior to its exercise by delivering to the
Secretary of the Company a written revocation or a duly executed proxy
bearing a later date, or by attending the Meeting and voting his
shares in person.
<PAGE> 4
VOTING SECURITIES AND VOTING RIGHTS
Only holders of record of Common Stock, $.40 par value per
share (the "Common Stock"), of the Company as of the close of business
on May 22, 1995 are entitled to notice of and to vote at the Meeting
and at any adjournment thereof. On the Record Date, the outstanding
number of shares entitled to vote consisted of 3,791,691 shares of
Common Stock. The holders of the Common Stock are entitled to one
vote per share. There are no other classes of voting stock issued and
outstanding.
ELECTION OF DIRECTORS
The Company's By-Laws currently provide that its Board of
Directors shall consist of not less than three nor more than seven
members, as may be fixed from time to time by action of the Board of
Directors or of the shareholders. The Board of Directors recommends
that the exact number of directors not be determined by shareholder
action, thus permitting the Board to increase or decrease the number
of directors during the year and to fill any vacancy as it deems
advisable to do so.
Seven directors will be elected at the Annual Meeting, each
director to hold office until the next Annual Meeting of Stockholders
and until the election and qualification of a successor. The persons
named in the enclosed proxy will vote all properly executed proxies
for the election of the nominees named below unless authority to vote
is withheld. In the event any of the nominees is unable to serve, the
persons named in the proxy may vote for such substitute nominee or
nominees as they, in their discretion, shall determine. The Board of
Directors has no reason to believe that any nominee named herein will
be unable to serve as a director.
The following table sets forth certain information concerning
the nominees for election. Certain of the nominees are currently
directors of the Company (*).
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<CAPTION>
Number and Percentage
Name, Age and Year of Shares of Common
in which first Stock Beneficially
Elected a Director Business Experience Owned
----------------------- ------------------- ---------------------
<S> <C> <C> <C>
Herbert J. Frank Mr. Frank served as Chairman of the Board, 1,089,172 28.7%
72 (1953) President and Chief Executive Officer from 1953 through 1990.
From 1990 to 1992, he stepped down as President and Chief
Executive Officer, but continued as Chairman of the Board. In 1992,
Mr. Frank stepped down as Chairman of the Board and served as a
consultant of the Company. In March, 1995, Mr. Frank returned as
Chairman of the Board, President and Chief Executive Officer.
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<CAPTION>
Number and Percentage
Name, Age and Year of Shares of Common
in which first Stock Beneficially
Elected a Director Business Experience Owned
----------------------- ------------------- --------------------
<S> <C> <C> <C>
David S. Goldman * Mr. Goldman has been Executive Vice President and 439,945 11.6%
52 (1972) and Chief Financial Officer of Aerosonic from 1970 through 1990.
He was responsible for all financial aspects of the Company.
At the end of 1990, he became President and Chief Executive Officer.
In March, 1995, Mr. Goldman stepped down as President and Chief
Executive Officer and has continued his position as Executive
Vice President and Chief Financial Officer which he held through 1990.
He is currently Chairman of the Board of Directors of DataXchange
Network, Inc., in San Francisco, California.
William C. Parker Mr. Parker has been with Aerosonic Corporation for 9,559 .3%
62 over 32 years. He started as an instrument assembler, became
Production Manager for the Boeing project, Production Manager of
Assembly, Production Manager of the Machine Shop, Vice President of
Production, Vice President of Purchasing, Vice President of Marketing
and is now President of Clearwater Operations.
David A. Baldini Mr. Baldini was with Teledyne Industries, Inc. from 247 --
45 1974 through 1993. He was President of Teledyne Avionics from 1990
and retained that position since Teledyne Avionics was acquired in
1993 and became Avionics Specialties, Inc. Mr. Baldini's management
and operations experience with Teledyne included the development and
manufacture of precision components and instruments in the aerospace,
ground transportation and industrial markets.
Charles F. Burley * President of Interstate Fittings, Inc., Sports Sales 25,000 .7%
76 (1970) Southwest and Buckner Dental Lab. Chairman of the Board and Chief
Executive Officer of C-Power Products, Inc. Also serves as a
management consultant with C-Power Products, a corporation supplying
products to the communications, medical and electronics industries.
Served in the U.S. Air Force in key roles in government procurement.
Francis D. John * President and Chief Executive Officer of Key Energy 4,270 .1%
40 (1992) Group, Inc. He also serves as Director and Chief Financial Officer
since 1988. Mr. John served in various financial and operational
positions at Delmed, Inc. from 1984 to 1988. He served as Executive
Vice President of Delmed from 1986.
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<PAGE> 6
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<CAPTION>
Number and Percentage
Name, Age and Year of Shares of Common
in which first Stock Beneficially
Elected a Director Business Experience Owned
----------------------- ------------------- -------------------
<S> <C> <C> <C>
J. Mervyn Nabors President & CEO of American Instrument Company. 70,000 1.8%
51 President & CEO of AIC Electronics. Mr. Nabors is a member of
the Board of Directors for two privately held companies. Mr.
Nabors was employed by Aerosonic from 1962 to 1984.
All directors and officers as a group (8 persons) at May 1, 1995 1,640,874 43.3%
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INFORMATION CONCERNING THE BOARD OF DIRECTORS
Committees:
The Board of Directors has an Audit Committee and a Compensation
Committee, each consisting of three directors. The Board of
Directors does not have a Nominating Committee.
The members of the Audit Committee are Mr. Nabors, Mr. Goldman
and Mr. John. The functions of this committee include: review of
the scope of audits and the results of such audits; review of
accounting policies and adequacy of internal controls; review of
the fees paid to, and the scope of services provided by the
independent auditors; and recommending selection of the
independent auditors.
The members of the Compensation Committee are Mr. Burley, Mr.
Nabors and Mr. John. The committee considers and makes
recommendations to the Board of Directors with respect to matters
relating to executive compensation.
Meetings:
During the fiscal year ended January 31, 1995, the Board of
Directors met three times, the Audit Committee met one time, and
the Compensation Committee met one time. Each director attended
all meetings of the Board of Directors and committees of the Board
on which he served.
DIRECTORS' COMPENSATION
Compensation for non-officer directors is $2,000.00 per board
meeting plus reimbursement for travel and expenses.
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of May 1, 1995,
regarding owners of 5% or more of the Company's Common Stock:
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<CAPTION>
Number of Percent of
Name & Address Shares Owned Shares Owned
-------------- ------------- ------------
<S> <C> <C>
Herbert J. Frank 1,089,172 28.7%
1771 Oak Creek Drive
Dunedin, Florida 34698
David S. Goldman 439,945 11.6%
851 Indian Rocks Road
Belleair, Florida 34616
Asset Value Fund Limited Partnership 267,600 6.3%
376 Main Street
Bedminster, NJ 07921
</TABLE>
David S. Goldman has an option to share in the proceeds of
the sale of 400,000 shares from Mr. Frank if Mr. Frank sells his
holdings. Mr. Goldman disclaims beneficial ownership of said 400,000
shares.
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION POLICY: The Compensation Committee of the Board
of Directors (The "Committee") of Aerosonic believes strongly that
corporate performance and, in turn, the maximization of shareholder
value, depends to a significant extent on the establishment of a close
alignment between the financial interests of shareholders and those of
the Company's employees, including its senior managers. Compensation
programs are designed to encourage and balance the attainment of
short-term operational goals and long-term strategic initiatives.
Compensation of senior management at Aerosonic now includes
two components: a salary that is comparable to those paid to senior
managers with comparable responsibilities at similar companies, and
an incentive stock option plan which awards selected individuals on
Company performance.
During the fiscal year ended January 31, 1993, the Company
adopted a tax-deferred 401(k) savings plan which covers substantially
all of the employees of the Company. Under the plan, participants may
elect to contribute up to 10% of pre-tax earnings. The Company funds
a 100% matching contribution, up to the first 3% contributed. Such
matching contributions will be made in cash or common stock of the
Company. Additional contributions may be made at the Company's
discretion.
<PAGE> 8
During the fiscal year ended January 31, 1994, the Board of
Directors and the Shareholders of the Company adopted the Aerosonic
Corporation Incentive Stock Option Plan ("ISO Plan") by which the
Company may grant options for up to 300,000 shares of the Company's
Common Stock. The purpose of the ISO Plan is to attract and retain
persons of ability as employees and to motivate such employees to
exert their best efforts on behalf of the Company. Of the 300,000
options authorized, 129,500 options have been awarded, none of the
options have been exercised and 22,000 options have expired due to
termination of employment. The balance of 107,500 options will become
exercisable equally over three years from their original date of
grant.
CEO COMPENSATION: David S. Goldman was the CEO for the fiscal
year ended January 31, 1995. The annual compensation of Mr. Goldman
consisted of a salary. Mr. Herbert J. Frank was a consultant during
fiscal year ended January 31, 1995 and was appointed CEO in April
1995. Mr. Frank, as a consultant, earned $90,000 during the fiscal
year.
The Committee meets annually to review results from the prior
year and to review recommendations for salary increases. The
Committee is confident that the Company's compensation program for
executives, which provides a solid link between pay and performance,
ties closely to Aerosonic's strategic goals and objectives.
EXECUTIVE OFFICER COMPENSATION
The following table sets forth information with respect to all
cash compensation paid or accrued by the Company during the fiscal
year ended January 31, 1995 to each executive officer of the Company
as to whom total cash compensation exceeded $100,000:
SUMMARY COMPENSATION TABLE*
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<CAPTION>
Annual Compensation
(a) (b) (c)
Name and Principal Position Year Salary
--------------------------- ---- ------
<S> <C> <C>
David S. Goldman..... 1995 $225,816
President and Chief 1994 $225,557
Executive Officer 1993 $182,020
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*Columns (d) through (i) have been eliminated from the table
because there was no other type of compensation awarded to the named
executive for any year covered by the table. Since no options were
granted to the named executive, the option tables are not applicable.
<PAGE> 9
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
A five-year comparison of stock performance of the Company with a
broad equity market index and a published industry index or peer group is
set forth below. The graph ranks the Company's total return against the
AMEX Market Value Index and the AMEX Capital Goods Index.
(GRAPH)
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<CAPTION>
Value at December 31, 1989 1990 1991 1992 1993 1994
- - --------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Aerosonic Corporation $100.00 $104.76 $190.48 $228.57 $180.95 $142.86
AMEX Market Value Index $100.00 $ 81.51 $104.51 $105.62 $126.23 $114.73
AMEX Captial Goods Index $100.00 $ 83.54 $101.04 $102.33 $126.57 $122.35
</TABLE>
<PAGE> 10
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Aidman, Piser & Company, P.A., were auditors for the year ended
January 31, 1995 upon recommendation of the Audit Committee of the
Board of Directors, and have been selected as auditors for the year
ending January 31, 1996. A representative of Aidman, Piser & Company,
P.A. is expected to attend the meeting with the opportunity to make a
statement and/or respond to appropriate questions from shareholders
present at the meeting.
The Company selected Aidman, Piser & Company, P.A. to replace
its former auditors, KPMG Peat Marwick, as of September 9, 1994. The
decision to change outside auditors was recommended by the Audit
Committee and approved by the Board of Directors. There have been no
disagreements on accounting principles or practices, financial
statement disclosure, or auditing scope or procedures with the prior
accountants. There were no "reportable events" that led to the change
of accountants.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the
Annual Meeting of Shareholders of the Company to be held in July, 1996,
in order to be included in the Company's proxy statement and form of
proxy relating to such meeting, must be received by the Company, at its
executive offices, not later than January 31, 1996.
VOTE REQUIRED
A majority of the Company's outstanding common capital stock
will be necessary to constitute a quorum for the transaction of
business at the Annual Meeting, and each issue to be presented to the
shareholders for action will require the vote of a majority of the
shares presented at the Meeting, either in person or by valid proxy.
OTHER MATTERS
The management has no information that any other matter will be
brought before the Annual Meeting. If, however, other matters are
presented, it is the intention of the persons named in the accompanying
form of proxy to vote the proxy in accordance with their best judgment,
discretionary authority to do so being included in the proxy.
<PAGE> 11
APPENDIX A
AEROSONIC CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 21, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Each of the undersigned, as the owner(s) as of May 22, 1995 of common stock of
Aerosonic Corporation, a Delaware corporation ("the Company"), hereby appoints
Herbert J. Frank, President and Chief Executive Officer, as attorney-in-fact and
proxy, with full power of substitution, for the limited purpose of voting all
shares of the common stock owned by the undersigned, at the Annual Meeting of
Shareholders of the Company to be held at Aerosonic Corporation, 1212 N.
Hercules Avenue, Clearwater, Florida at 9:00 a.m. Eastern Daylight Saving Time,
Friday, July 21, 1995 and at any adjournments thereof, but only in accordance
with the following instructions.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 12
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/X/ Please mark your
votes as in this
example.
FOR all nominees WITHOUT AUTHORITY
listed at right (except to vote for nominees
as indicated below) listed at right Nominees: David Baldini
1. Election / / / / Charles F. Burley 2. In accordance with their
of Herbert J. Frank best judgement on any other
Directors David S. Goldman matter that may properly
INSTRUCTIONS: To withhold authority to vote for any Francis D. John be voted upon at the meeting.
individual named at right, strike a line through the nominee's J. Mervyn Nabors
name: William Parker This proxy, when properly
executed, will be voted in the
manner directed herein by the
undersigned shareholder(s). If
no choice specified in the
Proposals above shall be
marked the named proxy is
authorized and directed to
vote for the proposal as
described therein and in the
Proxy Statement dated May 22,
1995. If any nominee shall
cease to be a candidate for
election for any reason, the
proxy will be voted for a
substitute nominee designated
by the Board of Directors and
for the remaining nominees as
listed.
If you are unable to attend
the meeting personally, the
Board of Directors requests
that you complete and mail
this proxy to insure adequate
shareholder representation at
the meeting. As this proxy is
being solicited by the Board of
Directors, you are encouraged
to contest any member the
incumbent Board of the above
named proxies if you have any
questions concerning this
proxy of the matter referenced
herein.
Please mark, sign, date and
return this proxy promptly
using the enclosed envelope.
SIGNATURE DATE SIGNATURE DATE
-------------------------------------------------- ------------- -------------------------------- ---------
NOTE: If signing in a juduciary or representative capacity, please give full title as such. If signing as a corporate officer
corporation, please give your title and full name of the corporation; or if ownership is in more than one name, each
additional owner should sign.
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