SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ 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 the Clearwater Beach Hotel, 500
Mandalay Avenue, Clearwater Beach, Florida, on July 16, l999, 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, 1999, 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,
J. Mervyn Nabors
Chairman of the Board
May 28, l999
Clearwater, Florida
<PAGE>
PROXY STATEMENT
Annual Meeting of Shareholders
to be held July 16, l999
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 28, l999. A copy of the
Company's Annual Report to Shareholders for the fiscal year ended
January 3l, l999 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, 1999 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.
Consistent with the Company's By-Laws, the Board of Directors elected
two new members, Carm Russo and Melissa Clark Daley, to replace Richard
Frank and Joseph Sherman who resigned from the Board of Directors.
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 1,242,000 31.2%
55 (1995) Executive Officer and
President of American
Instrument Company. 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
2
<PAGE>
Number and Percentage
Name, Age and Year in of Shares of Common
which first Elected Stock Beneficially
a Director Business Experience Owned
---------- ------------------- -----
David A. Baldini Mr. Baldini was with Teledyne 18,268* .5%
49 (1995) Industries, 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. Mr. Baldini has
a B.S. degree in economics from
Hampten-Sydney College.
Eric J. McCracken Mr. McCracken served in the United 7,500 .2%
33 (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. Mr. McCracken has
been a member of the Board of Directors
since November 1996 and currently serves
as Executive Vice President and Chief
Financial Officer of Aerosonic. Mr.
McCracken has a B.A. degree in business
administration from St. Leo College.
P. Mark Perkins Mr. Perkins has over 16 years of 10,000 .3%
42 (1997) experience in 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.
William C. Parker Mr. Parker was employed by Aerosonic 31,539 .8%
66 (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 President until his
retirement in August of 1997.
3
<PAGE>
Number and Percentage
Name, Age and Year in of Shares of Common
which first Elected Stock Beneficially
a Director Business Experience Owned
---------- ------------------- -----
Carm Russo Mr. Russo joined Aerosonic Corporation 9,244 .2%
52 (1998) in 1988 as Director of Quality Control.
In 1996 he was promoted to Vice
President of Engineering and in 1998
entered into his current position of
Executive Vice President, Engineering
and Production. Mr. Russo worked for six
(6) years as Director of Quality Control
at Factron/Schlumberger. Prior to
Factron/Schlumberger, Mr. Russo worked
for twelve (12) years at Mohawk Data
Sciences in engineering and production
departments. Mr. Russo attended Mohawk
Valley Community College where he
studied Mechanical Engineering
Melissa Clark Daley Ms. Daley was employed by a division of --- ---
41 (1999) Dresser Industries from 1979 to 1988
before joining a large law firm in
Baltimore, MD. In 1993 she joined the
Florida office of Zuckerman, Spaeder
where she concentrated in the areas of
general corporate practice and
commercial litigation. Ms. Daley formed
her own firm in January of 1998. She has
a B.A. degree in business administration
and a minor in ceramic engineering from
Rutgers University, and earned her Juris
Doctor degree from the University of
Baltimore School of Law. Ms. Daley is
admitted to practice in Florida,
Maryland and the District of Columbia.
She currently serves as outside counsel
to several companies.
All directors and officers as a group (7 persons) as of April 28, 1999 1,318,371 33.1%
</TABLE>
*Shares reflected for Mr. Baldini include 5,000 shares that were restricted as
of 1/31/99 and became unrestricted on 2/5/99.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Committees:
The Board of Directors has an Audit Committee and a
Compensation Committee, each consisting of two directors.
The Board of Directors does not have a Nominating
Committee.
The members of the Audit Committee are 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.
Parker and Ms. Daley. The committee considers and makes
recommendations to the Board of Directors with respect to
matters relating to executive compensation.
4
<PAGE>
Meetings:
During the fiscal year ended January 31, l999, the
Board of Directors met six times, the Audit Committee met
one time, and the Compensation Committee met one time. Each
existing director attended all meetings of the Board of
Directors and committees of the Board on which they served,
with the exception of Melissa Clark Daley who was elected
in February 1999.
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
April 28, l999, 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>
J. Mervyn Nabors l,242,000 31.2%
271 Bayside Drive
Clearwater Beach, Florida 33767
Miriam Frank 327,776 8.2%
1771 Oak Creek Drive
Dunedin, Florida 34698
</TABLE>
5
<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, 1999 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>
---------------------------------------------------------------------------------------------
<S> <C> <C>
Annual Compensation
(a) (b) (c)
Name and Principal Position Year Salary
---------------------------------------------------------------------------------------------
J. Mervyn Nabors............. 1999 $227,289
President and Chief 1998 $143,654
Executive Officer 1997 $ 80,804
---------------------------------------------------------------------------------------------
David A. Baldini.............. 1999 $131,715
Vice President 1998 $131,715
1997 $110,000
---------------------------------------------------------------------------------------------
P. Mark Perkins............... 1999 $127,264
Executive Vice President 1998 $ 0
Sales and Marketing 1997 $ 0
---------------------------------------------------------------------------------------------
Eric J. McCracken.............. 1999 $105,522
Executive Vice President 1998 $ 80,398
Chief Financial Officer 1997 $ 29,490
---------------------------------------------------------------------------------------------
William C. Parker.............. 1999 $ 0
1998 $112,323
1997 $109,545
---------------------------------------------------------------------------------------------
</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,
Mark Perkins, Eric McCracken, Carm Russo, Linda Cannaday.
The work agreements 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, $110,000 for Mr. Perkins, $85,000 each for Mr.
McCracken and Mr. Russo and $50,000 for Ms. Cannaday.
6
<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 SIC Code Index.
[Graph Omitted]
Fiscal Year Ending
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Company/Index/Market 1/31/94 1/31/95 1/31/96 1/31/97 1/30/98 1/29/99
- ------------------------------------------------------------------------------------------------------
Aerosonic Corporation $ 100.00 $ 74.47 $ 48.94 $ 119.15 $ 506.38 $ 412.77
- ------------------------------------------------------------------------------------------------------
AMEX Market Value Index $ 100.00 $ 93.68 $ 153.95 $ 152.97 $ 193.84 $ 206.96
- ------------------------------------------------------------------------------------------------------
SIC Code Index $ 100.00 $ 87.28 $ 111.87 $ 120.40 $ 137.34 $ 142.29
- ------------------------------------------------------------------------------------------------------
</TABLE>
Assumes $100.00 Invested on February 1, 1994
Assumes Dividend Reinvested
Fiscal Year Ending January 31, 1999
7
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
PricewaterhouseCoopers, L.L.P. were auditors for the
year ended January 31, 1999 upon recommendation of the
Audit Committee of the Board of Directors, and have been
selected as auditors for the year ending January 31, 2000.
A representative of PricewaterhouseCoopers, 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, 2000, 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, l999.
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, 33.1% 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,
J. Mervyn Nabors
Chairman of the Board
May 28, 1999
Clearwater, Florida
8
<PAGE>
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY OR PROXIES AND MAIL IT OR THEM
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Please date, sign and mail your
proxy card back as soon as possible
Annual Meeting of Shareholders
AEROSONIC CORPORATION
July 16, 1999
Please Detach and Mail in the Envolope Provided
[X] Please mark your votes as in this example.
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote all nominee
below) listed at right
1. Election of Directors [ ] [ ]
Nominees: David A. Baldini
Melissa Clark Daley
Eric J. McCracken
J. Mervyn Nabors
William C. Parker
Carm Russo
2. In accordance with their best judgement on any other matter that may
properly be voted upon at the meeting.
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 one proposal as described therein and in the proxy Statement dated May
28, 1999. 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 the 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.
INSTRUCTIONS: to withhold authority to vote for any
individual named at right, strike a line through the
nominee's name.
SIGNATURE____________________ DATE__________ SIGNATURE_________________________
DATE_________________
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 Name, each additional owner should sign.
<PAGE>
AEROSONIC CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 16, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Each of the undersigned, as the owner(s) as of May 26, 1999 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 16, 1999 and at any adjournments thereof, but
only in accordance with the following instructions.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
