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, on July 18, l997, at 10:00 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 26, 1997, 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 29, l997
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 18, l997
___________
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, l997. A copy of the
Company's Annual Report to Shareholders for the fiscal year ended
January 3l, l997 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
26, 1997 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 3,986,262 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. Unless otherwise indicated, each nominee has sole voting
and investment power of the reported shares.
<TABLE>
<CAPTION>
Number and Percentage
Name, Age and Year in of Shares of Common
which first Elected Stock Beneficially
a Director Business Experience Owned
---------------------- ---------------------------------------- ---------------------
<S> <C> <C> <C>
J. Mervyn Nabors Mr. Nabors is Chief Executive Officer of 1,166,484 30.6%
54 (1995) American Instrument Company and AIC
Electronics, Inc. Mr. Nabors is a member
of the Board of Directors of four
privately held companies. He was
employed by Aerosonic from 1962 to 1984.
In April of 1996, Mr. Nabors was elected
as Chairman of the Board, Chief
Executive Officer and President of
Aerosonic Corporation
<PAGE>
Number and Percentage
Name, Age and Year in of Shares of Common
which first Elected Stock Beneficially
a Director Business Experience Owned
---------------------- ---------------------------------------- ---------------------
William C. Parker Mr. Parker has been with Aerosonic 28,256* .7%
64 (1995) Corporation for over 34 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
Aerosonic Corporation.
David A. Baldini Mr. Baldini was with Teledyne Industries, 8,049* .2%
47 (1995) Inc. 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 transportation and
industrial markets.
Richard A. Frank Mr. Frank was a clearing member of the 66,200 1.7%
42 (1996) Kansas 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.
Eric J. McCracken Mr. McCracken served in the United --- ---
31 (1996) States Air Force from 1984 to 1990 as
an aircraft weapons systems instructor
and technician. He was a Vice President
of Corporate Banking for Barnett Bank,
N.A. from 1991 to 1996. In November
1996, Mr. McCracken was elected as a
Board member, Vice President and Chief
Financial Officer of Aerosonic. Mr.
McCracken has a B.A. degree in business
administration.
Joseph P. Sherman, Jr. Mr. Sherman is President and Chief 12,700 .3%
35 (1996) Financial Officer of American Instrument
Company, Executive Vice President &
Chief Financial Officer 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 L.L.P. Mr. Sherman has served as
a board member of three privately held
companies.
* Mr. Parker and Mr. Baldini have unexercised stock options
totaling 7,000 and 5,000, respectively, included in the above
amounts. These stock options are exercisable within 60 days of
the record date.
All directors and officers as a group (6 persons) at May 1, 1997 1,281,689 33.5%
</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. McCracken
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. Sherman 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, l997, the Board of
Directors met six times, the Audit Committee met one time, and the
Compensation Committee met three 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, l997,
regarding owners of 5% or more of the Company's Common Stock:
Number of Percent of
Name & Address Shares Owned Shares Owned
-------------- ------------ ------------
J. Mervyn Nabors l,166,484 30.6%
188 Devon Drive
Clearwater Beach, Florida 34630
Miriam Frank* 377,276 9.9%
1771 Oak Creek Drive
Dunedin, Florida 34698
* Miriam Frank's son, Richard A. Frank, is a current member of the
Company's Board of Directors.
<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, 1997 to the Company's chief executive officer and each other
executive officer of the Company as to whom total cash compensation
exceeded $100,000:
Summary Compensation Table*
---------------------------
Annual Compensation
(a) (b) (c)
Name and Principal Position Year Salary
--------------------------------- ------- ---------------------
J. Mervyn Nabors............ 1997 $ 80,804
Executive Vice President 1996 $ ---
and Chief Executive Officer 1995 $ ---
William C. Parker........... 1997 $ 109,545
Executive Vice President 1996 $ 101,665
1995 $ 69,998
David A. Baldini............ 1997 $ 110,000
Vice President 1996 $ 109,353
1995 $ 91,186
* 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment Agreements
---------------------
Aerosonic Corporation's board of directors has approved employment
agreements between the Company and three of its executive officers,
William Parker, David Baldini and Eric McCracken. The work agreements
became effective on August 31, 1996 for a three-year period of time. The
agreements require certain minimum performance standards in exchange for
a minimum base annual salary of $110,000 for Mr. Parker and Mr. Baldini
and $75,000 for Mr. McCracken.
<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 31,1991
[ID: Graphic -- Performance Graph]
<TABLE>
<CAPTION>
Value at December 31, 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Aerosonic Corporation $100.00 $120.00 $95.00 $75.00 $52.52 $170.00
AMEX Market Value Index $100.00 $101.06 $120.78 $109.78 $138.77 $147.65
AMEX Capital Goods Index $100.00 $101.28 $125.28 $121.10 $175.64 $186.31
</TABLE>
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P. were auditors for the year ended January
31, 1997 upon recommendation of the Audit Committee of the Board of
Directors, and have been selected as auditors for the year ending
January 31, 1998. 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.
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, l998, 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 November 16, l997. Proposals must
comply with RULE 14a-8 promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Commission Act of 1934,
as amended.
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. Under Delaware law, the affirmative vote of the holders
of a plurality of the shares of Common Stock voted at the Meeting is
required to elect each director. As such, the six nominees receiving the
greatest number of votes cast at the Meeting will be elected.
Abstentions, withheld votes and broker non-votes will not be deemed
votes cast in determining which nominees receive the greatest number of
votes cast.
All of the directors and officers of the Company have indicated that
they will cause all shares of Common Stock beneficially owned by them
(excluding Common Stock which they have the right to acquire upon the
exercise of currently exercisable stock options) to be voted in favor of
the election as a director of each nominee named herein. Such persons
beneficially own, in the aggregate, 33.5% of the shares of Common Stock
eligible to vote at the Meeting.
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.
By Order of the Board of Directors,
/s/ J. Mervyn Nabors
-----------------------------------
J. Mervyn Nabors
Chairman of the Board
May 29, 1997
Clearwater, Florida
<PAGE>
APPENDIX A
AEROSONIC CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 18, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Each of the undersigned, as the owner(s) as of May 26, 1997 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 The Clearwater Beach Hotel, 500
Mandalay Avenue, Clearwater Beach, Florida, in The Library Room, at 10:00 a.m.
Eastern Daylight Savings Time, Friday, July 18, 1997 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 / / / / Richard A. Frank 2. In accordance with their
of J. Mervyn Nabors best judgement on any other
Directors William C. Parker matter that may properly
INSTRUCTIONS: To withhold authority to vote for any Joseph P. Sherman, Jr be voted upon at the meeting.
individual named at right, strike a line through the nominee's Eric J. McCracken
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 29,
1997. 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>
