AEROSONIC CORPORATION
(A DELAWARE CORPORATION)
l2l2 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 Clearwater Beach Hotel,
500 Mandalay Avenue, Clearwater Beach, Florida in the Library Room on
July 19, l996, 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 six (6) 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 24, 1996, 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/ J. Mervyn Nabors
---------------------
J. Mervyn Nabors
Chairman of the Board
May 22, l996
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>
PROXY STATEMENT
----------
Annual Meeting of Shareholders
to be held July 19, l996
----------
AEROSONIC CORPORATION
l2l2 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 29, l996. A copy of the
Company's Annual Report to Shareholders for the fiscal year
ended January 3l, l996 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>
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 24, 1996 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 3,807,509 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.
Six 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. All of the nominees are currently
directors of the Company (*) .
<TABLE>
<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 153,900 4.0%
52 (1995) 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. In
April of 1996, Mr Nabors was elected to become
Chairman of the Board, Chief Executive Officer
and President of Aerosonic Corporation.
</TABLE>
<PAGE>
<TABLE>
<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>
William C. Parker* Mr. Parker has been with Aerosonic Corporation 10,893 .3%
63 (1995) for over 33 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 and
Executive Vice President of Aerosonic
Corporation.
David A. Baldini* Mr. Baldini was with Teledyne Industries, Inc. 1,583 --
46 (1995) from 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 transpor-
tation and industrial markets.
Charles F. Burley* President and Chief Executive Officer of 25,000 .7%
77 (1970) Interstate Fittings, Inc and Buckner Dental Lab.
Chairman of the Board and Chief Executive Officer
of C-Power Products, Inc. Served in the U.S. Air
Force in key roles in government procurement. Mr.
Burley was one of the original founders of TYLER
Corporation (NYSE) and TEMTEX Industries (NASD)
where he served as officer and director for 24
years.
Richard A. Frank Mr. Frank was a clearing member of the Kansas 35,900 9%
41 City Board of Trade from 1979 through 1990. He
has been a member of the Mid America Commodity
Exchange since 1978. He holds a Masters Degree
in Accounting and Federal Taxation from Golden
Gate University.
Joseph P. Sherman, Jr. Executive Vice President and CFO of American 12,700 .3%
35 Instrument Company, Executive Vice President
& CFO of AIC Electronics, Inc. Mr. Sherman has
a B.S. degree in accounting and is a Certified
Public Accountant. Prior to his current
employment, he worked for Coopers & Lybrand, LLP.
Mr. Sherman has served as a board member of three
privately held companies.
All directors and officers as a group (6 persons) at May 1, 1996 239,976 6.3%
</TABLE>
<PAGE>
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. Sherman, Mr.
Frank and Mr. Nabors. 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 and
Mr. Frank. 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, l996, the Board of
Directors met four times, the Audit Committee met two times, and
the Compensation Committee met two times. Each existing
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of May 1, l996,
regarding owners of 5% or more of the Company's Common Stock:
<TABLE>
<CAPTION>
Number of Percent of
Name & Address Shares Owned Shares Owned
- ---------------- ------------ ------------
<S> <C> <C>
Miriam Frank l,224,435 32.2%
l77l Oak Creek Drive
Dunedin, Florida 34698
David S. Goldman 425,945 11.2%
85l Indian Rocks Road
Belleair, Florida 34616
</TABLE>
<PAGE>
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.
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 44,000 options have expired due to termination of
employment. The balance of 85,500 options will become
exercisable equally over three years from their original date of
grant.
CEO COMPENSATION: Herbert J. Frank was the CEO for the fiscal
year ended January 31, 1996. The annual compensation of Mr.
Frank was $90,000. Mr J. Mervyn Nabors was appointed CEO in
April 1996. Mr. Nabors' compensation will consist of a salary.
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.
<PAGE>
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, 1996 to each executive officer of
the Company as to whom total cash compensation exceeded $100,000:
<TABLE>
<CAPTION>
Summary Compensation Table*
- ---------------------------
Annual Compensation
(a) (b) (c)
Name and Principal Position Year Salary
- ------------------------------- ------- ---------------------
<S> <C> <C>
David S. Goldman.......... 1996 $ 224,443
Executive Vice President 1995 $ 225,816
and Chief Financial Officer 1994 $ 225,557
William C. Parker........... 1996 $ 101,665
Executive Vice President 1995 $ 69,998
1994 $ 62,210
David A. Baldini............ 1996 $ 109,353
Vice President 1995 $ 91,186
1994 $ 77,893
</TABLE>
*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.
Mr Goldman resigned as an officer and director on February 8,1996.
<PAGE>
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.
FIVE-YEAR CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED ON DECEMBER 31,1990
[ID: Graphic -- Performance Graph]
<TABLE>
<CAPTION>
Value at December 31, 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Aerosonic Corporation $100.00 $181.82 $218.18 $172.73 $136.36 $95.49
AMEX Market Value Index $100.00 $128.22 $129.57 $154.86 $140.75 $177.93
AMEX Capital Goods Index $100.00 $120.94 $122.49 $151.51 $146.46 $212.43
</TABLE>
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Coopers & Lybrand, L.L.P. were auditors for the year ended
January 31, 1996 upon recommendation of the Audit Committee of
the Board of Directors, and have been selected as auditors for
the year ending January 31, 1997. A representative of Coopers
& Lybrand, L.L.P. 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 Coopers & Lybrand, L.L.P. to replace its
former auditors, Aidman, Piser & Company, as of August 16, 1995.
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, l997, 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 3l, l997.
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>
APPENDIX A
AEROSONIC CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 19, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Each of the undersigned, as the owner(s) as of May 24, 1996 of common stock of
Aerosonic Corporation, a Delaware corporation ("the Company"), hereby appoints
J. Mervyn Nabors, 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 Clearwater Beach Hotel, 500 Mandalay
Avenue, Clearwater Beach, Florida, in the Library Room, at 9:00 a.m. Eastern
Daylight Saving Time, Friday, July 19, 1996 and at any adjournments thereof,
but only in accordance with the following instructions.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
<TABLE>
<S> <C> <C> <C>
/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 A. Baldini
1. Election / / / / Charles F. Burley 2. In accordance with their
of Richard A. Frank best judgement on any other
Directors J. Mervyn Nabors matter that may properly
INSTRUCTIONS: To withhold authority to vote for any William C. Parker
be voted upon at the meeting. Joseph P. Sherman, Jr.
individual named at right, strike a line through the nominee's
name: 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,
1996. 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.
</TABLE>
