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:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AEROSONIC CORPORATION
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|_| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
|_| $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.
|_| No fee required.
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:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
|_| 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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
AEROSONIC CORPORATION
(A DELAWARE CORPORATION)
l2l2 North Hercules Avenue
Clearwater, Florida 33765
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 17, l998, 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 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 26, 1998, 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 28, l998
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 17, l998
----------------------
AEROSONIC CORPORATION
l2l2 North Hercules Avenue
Clearwater, Florida 33765
----------------------
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, l998. A copy of the
Company's Annual Report to Shareholders for the fiscal year ended
January 3l, l998 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, 1998 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.
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. 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>
J. Mervyn Nabors Mr. Nabors is Chief Executive Officer of 1,242,000 31.5%
55 (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
--------------------- ------------------- ---------------------
<S> <C> <C>
William C. Parker Mr. Parker was employed by Aerosonic 31,456 .8%
65 (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 serving as a consultant to
Aerosonic Corporation.
David A. Baldini Mr. Baldini was with Teledyne Industries, 18,359 .5%
48 (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 Kansas 66,200 1.7%
43 (1996) 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 States Air 7,500 .2%
32 (1996) 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. Mr.
McCracken has been a member of the Board of
Directors since November 1996 and currently
serves Executive 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 Financial 25,200 .6%
36 (1996) 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.
<PAGE>
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>
P. Mark Perkins Mr. Perkins has over 15 years of experience in 10,000 .3%
41 (1997) various segments of the aviation industry. In
July 1997, Mr. Perkins was elected to the
Board of Directors of Aerosonic Corporation
while serving as Vice President of Marketing
for Gulf Aerospace, Inc. Mr. Perkins was
elected Executive Vice President of Sales and
Marketing for Aerosonic Corporation in January
1998 and currently serves in that capacity.
All directors and officers as a group (7 persons) at April 15, 1998 1,400,715 35.6%
</TABLE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Committees:
The Board of Directors has an Audit Committee
consisting of three directors and a Compensation Committee
consisting of two 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. Perkins. 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, l998, the Board of
Directors met four times, the Audit Committee met one time,
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.
<PAGE>
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:
<TABLE>
<CAPTION>
Number of Percent
Name & Address Shares Owned Shares Owned
-------------- ------------ ------------
<S> <C> <C>
J. Mervyn Nabors l,242,000 31.5%
188 Devon Drive
Clearwater Beach, Florida 34630
Miriam Frank* 377,276 9.6%
1771 Oak Creek Drive
Dunedin, Florida 34698
</TABLE>
* Miriam Frank's son, Richard A. Frank, is a current member
of the Company's Board of Directors.
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, 1998 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*
---------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Annual Compensation
(a) (b) (c)
Name and Principal Position Year Salary
----------------------------------------------------------------------------------------
<S> <C> <C>
J. Mervyn Nabors................ 1998 $143,654
President and Chief 1997 $ 80,804
Executive Officer 1996 ----
----------------------------------------------------------------------------------------
David A. Baldini................ 1998 $131,715
Vice President 1997 $110,000
1996 $109,353
----------------------------------------------------------------------------------------
William C. Parker............... 1998 $112,323
1997 $109,545
1996 $101,665
----------------------------------------------------------------------------------------
</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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment Agreements
---------------------
Aerosonic Corporation's board of directors has
approved employment agreements between the Company and six
of its executive officers, J. Mervyn Nabors, David Baldini,
Eric McCracken, Mark Perkins, Carm Russo and Linda
Cannaday. The work agreements
<PAGE>
became effective at various times from August 31, 1996 to
February 5, 1998, each for a three-year period of time. The
agreements require certain minimum performance standards in
exchange for a minimum base annual salary of $175,000 for
Mr. Nabors, $110,000 for Mr. Baldini, $100,000 for Mr.
Perkins, $85,000 each for Mr. McCracken and Mr. Russo and
$50,000 for Ms. Cannaday.
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 SIC Code Index.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Value at December 31, 1993 1994 1995 1996 1997 1998
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Aerosonic Corporation $100.00 $97.92 $72.92 $47.92 $116.67 $495.83
---------------------------------------------------------------------------
AMEX Market Value Index $100.00 $119.40 $104.21 $133.57 $143.76 $163.98
---------------------------------------------------------------------------
SIC Code Index $100.00 $130.71 $122.44 $200.44 $199.95 $253.36
-----------------------------------------------------------------------------------------------------
</TABLE>
Assumes $100.00 Invested on February 1, 1993
Assumes Dividend Reinvested
Fiscal Year Ending January 31, 1998
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P. were auditors for the year
ended January 31, 1998 upon recommendation of the Audit
Committee of the Board of Directors, and have been selected
as auditors for the year ending January 31, 1999. 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, l999, 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, l998.
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
seven 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, 35.6% 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 28, 1998
Clearwater, Florida
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
AEROSONIC CORPORATION
July 17, 1998
Please Detach and Mail in the Envelope Provided
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
A [X] Please mark your
votes as in this
example.
FOR all nominees WITHHOLD Nominees: David A. Baldini 2. In accordance with their best
listed at right Authority Richard A. Frank judgement on any other matter that
(except as marked to vote all nominees Eric J. McCracken may properly be voted upon at the
below) listed at right J. Mervyn Nabors meeting.
[ ] [ ] William C. Parker
1. Election P. Mark Perkins This proxy when properly executed, will be
of Directors Joseph P. Sherman, Jr. voted in the manner directed herein by the
undersigned shareholder(s). If no choice
INSTRUCTIONS: to withhold authority to vote for specified in the Proposals above shall be
any individual named at right, strike a line through marked the named proxy is authorized and
the nominee's name. directed to vote for the proposal as
described therein and in the Proxy Statement
dated May 28, 1998. 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
so 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 contact any member of the
incumbent Board of the above named proxies
if you have any questions concerning this
proxy or the matter referenced herein.
Please mark, sign, date and return this
proxy promptly, using the enclosed envelope.
SIGNATURE__________________________________________ Date ___________ Signature______________________________________ Date___________
</TABLE>
Note: If signing in a fiduciary 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.
<PAGE>
AEROSONIC CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Each of the undersigned, as the owner(s) as of May 26, 1998 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 10:00 a.m. Eastern
Daylight Saving Time, Friday, July 17, 1998 and at any adjournments thereof, but
only in accordance with the following instructions.
(Continued and To be Signed on the Reverse side)
