UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
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):
[_] No fee required.
[_] 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>
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 21, 2000, 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, 2000, 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 26, 2000
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 21, 2000
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 30, 2000. A copy of the
Company's Annual Report to Shareholders for the fiscal year ended
January 3l, 2000 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.
2
<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, 2000 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 Business Stock Beneficially
a Director Experience Owned
---------- ---------- -----
<S> <C> <C> <C>
J. Mervyn Nabors Mr. Nabors is Chief Executive Officer and 1,242,000 31.2%
56 (1995) 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
3
<PAGE>
Number and Percentage
Name, Age and Year in of Shares of Common
which first Elected Business Stock Beneficially
a Director Experience Owned
---------- ---------- -----
<S> <C> <C> <C>
David A. Baldini Mr. Baldini was with Teledyne Industries, Inc. 18,726 .5%
50 (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 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 States Air 7,500 .2%
34 (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 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 17 years of experience in 10,000 .3%
43 (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.
William C. Parker Mr. Parker was employed by Aerosonic 31,539 .8%
67 (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.
4
<PAGE>
Number and Percentage
Name, Age and Year in of Shares of Common
which first Elected Business Stock Beneficially
a Director Experience Owned
---------- ---------- -----
<S> <C> <C> <C>
Carm Russo Mr. Russo joined Aerosonic Corporation in 9,148 .2%
53 (1998) 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
Ms. Daley was employed by a division of
Melissa Clark Daley Dresser Industries from 1979 to 1988 before --- ---
42 (1999) 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 1,318,913 33.1%
</TABLE>
5
<PAGE>
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 Ms. Daley, Mr. Parker 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.
Meetings:
During the fiscal year ended January 31, 2000, the Board of
Directors met seven times, the Audit Committee met two times, 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.
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, 2000,
regarding owners of 5% or more of the Company's Common Stock:
<TABLE>
<CAPTION>
Percent of Number 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>
6
<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, 2000 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........... 2000 $193,785
President and Chief 1999 $227,289
Executive Officer 1998 $143,654
-----------------------------------------------------------------------------------------
David A. Baldini.............. 2000 $136,117
Vice President 1999 $131,715
1998 $131,715
-----------------------------------------------------------------------------------------
P. Mark Perkins............... 2000 $134,209
Executive Vice President 1999 $127,264
Sales and Marketing 1998 $ 0
-----------------------------------------------------------------------------------------
Eric J. McCracken........... 2000 $109,790
Executive Vice President 1999 $105,522
Chief Financial Officer 1998 $ 80,398
-----------------------------------------------------------------------------------------
William C. Parker............ 2000 $ 0
1999 $ 0
1998 $112,323
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</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 which is automatically renewed after the three-year period. 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.
7
<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.
<TABLE>
<CAPTION>
Fiscal Year Ending
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Company/Index/Market 1/31/1995 1/31/1996 1/31/1997 1/30/1998 1/29/1999 1/31/2000
--------------------------------------------------------------------------------------------------------
Aerosonic Corporation $ 100.00 $ 65.71 $ 160.00 $ 680.00 $ 554.29 $ 500.00
--------------------------------------------------------------------------------------------------------
AMEX Market Value Index $ 100.00 $ 128.18 $ 137.96 $ 157.36 $ 163.03 $ 192.14
--------------------------------------------------------------------------------------------------------
SIC Code Index $ 100.00 $ 163.70 $ 163.30 $ 206.92 $ 220.93 $ 120.33
--------------------------------------------------------------------------------------------------------
</TABLE>
Assumes $100.00 Invested on February 1, 1995
Assumes Dividend Reinvested
Fiscal Year Ending January 31, 2000
8
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
PricewaterhouseCoopers, L.L.P. were auditors for the year ended
January 31, 2000 upon recommendation of the Audit Committee of the
Board of Directors, and have been selected as auditors for the year
ending January 31, 2001. 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, 2001,
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, 2000. 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,
/s/ J. Mervyn Nabors
--------------------
J. Mervyn Nabors
Chairman of the Board
May 26, 1999
Clearwater, Florida
9
<PAGE>
AEROSONIC CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 21, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Each of the undersigned, as the owner(s) as of May 26, 2000 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 21, 2000 and at any
adjournments thereof, but only in accordance with the following instructions.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
AEROSONIC CORORATION
July 21, 2000
Please Detach and mail in the Envelope Provided
<TABLE>
<CAPTION>
<S> <C>
[X] Please mark your votes as in this example.
1. Election of Directors
[ ] FOR all nominees listed at [ ] WITHHOLD AUTHORITY to vote Nominees: David A. Baldini
right (except as marked below) all nominees listed at right Melissa Clark Deley
Eric J. McCracken
INSTRUCTIONS: To withhold authority to vote for any J. Mervyn Nabors
individual named at right, strike a line William C. Parker
through the nominee's name. P. Mark Perkins
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 the proposal as described therein and in the Proxy Statement dated
May 28, 2000. 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__________
NOTE: If signing in a fiduciary or representative capacity, please give
full title as such. If signing as a corporate officer of a corporation, please
give title and full name of the corporation, or if ownership is in more than one
name, each additional owner should sign.
</TABLE>
