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
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ACME UNITED CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE 1>
Acme United Corporation
75 Kings Highway Cutoff
Fairfield, CT 06430
March 24, 2000
Dear Fellow Shareholder:
On behalf of your Board of Directors and Management, I cordially invite you to
attend the Annual Meeting of Shareholders of Acme United Corporation scheduled
to be held on Monday, April 24, 2000 at 11:00 a.m., at the Norwalk Inn &
Conference Center, 99 East Avenue, Norwalk, Connecticut. I look forward to
greeting personally those shareholders able to attend.
At the Meeting, shareholders will be asked to elect six directors to serve for a
one year term; and approve an Amendment to the Company's Employee Stock Option
Plan. Information regarding this matter is set forth in the accompanying Notice
of Annual Meeting and Proxy Statement to which you are urged to give your prompt
attention.
It is important that your shares be represented and voted at the Meeting.
Whether or not you plan to attend, please take a moment to sign, date and
promptly mail your proxy in the enclosed prepaid envelope. This will not limit
your right to vote in person should you attend the meeting.
On behalf of your Board of Directors, thank you for your continued support and
interest in Acme United Corporation.
Sincerely,
/s/ Walter C. Johnsen
- ----------------------------
Walter C. Johnsen
President and Chief Executive Officer
<PAGE 2>
Acme United Corporation
75 Kings Highway Cutoff
Fairfield, Connecticut 06430
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2000
Notice is hereby given that the Annual Meeting of Shareholders of Acme United
Corporation will be held at the Norwalk Inn & Conference Center, 99 East Avenue,
Norwalk, Connecticut, on Monday, April 24, 2000, at 11:00 A.M. for the following
purposes:
1. To elect six Directors of the Company to serve until the next Annual
Meeting and until their successors are elected.
2. To consider and vote upon an amendment to the Employee Stock Option
Plan.
3. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 6, 2000, will be
entitled to vote at the meeting and at any adjournment thereof.
/s/ Ronald P. Davanzo
-------------------------------
March 24, 2000 Ronald P. Davanzo, Vice President and
Fairfield, Connecticut Chief Financial Officer, Secretary
and Treasurer
YOUR VOTE IS IMPORTANT
You are urged to date, sign and promptly return your proxy so that your shares
may be voted in accordance with your wishes and in order that the presence of a
quorum may be assured. The prompt return of your signed proxy, regardless of the
number of shares you hold, will aid the Company in reducing the expense of
additional proxy solicitation. The giving of such proxy does not affect the
right to vote in person in the event you attend the meeting.
Enclosure: The Annual Report of the Company for the year 1999.
<PAGE 3>
Acme United Corporation
75 Kings Highway Cutoff
Fairfield, Connecticut 06430
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2000
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the directors of Acme United Corporation (hereinafter called the "Company")
to be used at the Annual Meeting of Shareholders of the Company, to be held
April 24, 2000, or at any adjournment thereof. The purposes are set forth in the
accompanying Notice of Annual Meeting of Shareholders and in this Proxy
Statement. Any proxy given may be revoked by a shareholder orally or in writing
at any time prior to the voting of the proxy.
The approximate date on which this Proxy Statement and the enclosed Proxy is
first sent or given to shareholders is March 24, 2000.
Only holders of Common Stock of record at the close of business on March 6, 2000
will be entitled to vote at the meeting. Each holder of the 3,507,055 issued and
outstanding shares of $2.50 par value Common Stock is entitled to one vote per
share.
Each share of Common Stock is entitled to one vote on each question to be
presented at the Annual Meeting. A plurality of the vote cast by the shares of
stock entitled to vote, in person or by proxy, at the Annual Meeting will elect
directors as long as a quorum is present. A quorum consists of a majority of the
votes entitled to be cast on a question. Once a share is represented for any
purpose at the meeting, it is deemed present for quorum purposes for the
remainder of the meeting. If a quorum exists, action on each other question to
be voted upon will be approved if votes, in person or by proxy, cast by
shareholders favoring the action exceed the vote cast by shareholders opposing
the action. In certain circumstances, a shareholder will be considered to be
present at the Annual Meeting for quorum purposes, but will not be deemed to
have voted in the election of directors or in connection with other matters
presented for approval at the Annual Meeting. Such circumstances will exist
where a shareholder is present but specifically abstains from voting, or where
shares are represented at a meeting by a proxy conferring authority to vote on
certain matters but not for the election of directors or on other matters. Under
Connecticut law, such abstentions and non-votes have a neutral effect on the
election of management's nominees for directors and on the approval or
disapproval of the other matters presented for shareholder action.
<PAGE 4>
PRINCIPAL SHAREHOLDERS
The following information is given with respect to any person who, to the
knowledge of the Company's Board of Directors, owns beneficially more than 5% of
the Common Stock of the Company (exclusive of treasury shares) as of February 1,
2000:
<TABLE>
Shares owned on
Shareholder Type of Ownership February 1, 2000 Percent of Class
- -------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C>
Walter C. Johnsen Direct 238,272 (1) 6.79
75 Kings Highway Cutoff
Fairfield, CT 06430
- -------------------------------------------------------------------------------------------
People's Bank Direct (2) 97,815 2.79
850 Main Street, BC 13-505
Bridgeport, CT 06604
Trustee of a Trust established
under the Will of Henry C. Wheeler
- -------------------------------------------------------------------------------------------
People's Bank Direct 123,477 3.52
850 Main Street, BC 13-505
Bridgeport, CT 06604
Executor of the Estate of
Henry C. Wheeler
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</TABLE>
(1) In addition, Mr. Johnsen has the right to acquire 200,000 shares issuable
upon exercise of outstanding options within 60 days of February 1, 2000.
The persons shown above have sole voting power in these shares except that in
the trust marked (2) the fiduciaries share voting and dispositive power.
SECURITY OWNERSHIP OF MANAGEMENT
<PAGE 5>
The following table indicates, as to each named executive officer, director and
nominee, and as to all directors and executive officers as a group, the number
of shares and percentage of the Company's Common Stock beneficially owned as of
February 1, 2000. The persons shown have sole voting power in these shares
except as shown in the footnotes below.
Common Stock Beneficially Owned
as of February 1,2000
Number of Shares (1) Percent
- --------------------------------------------------------------------------
James A. Benkovic....................21,000 (2) *
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Larry H. Buchtmann...................12,750 (3) *
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David W. Clark, Jr. .................34,354 (4) *
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Ronald P. Davanzo....................21,125 (5) *
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George R. Dunbar ....................40,122 (4) 1.14
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Richmond Y. Holden, Jr. .............10,472 (6) *
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Walter C. Johnsen...................408,272 (7) 11.64
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Wayne R. Moore ......................32,643 (4) *
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Brian S. Olschan.....................54,375 (8) 1.55
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Gary D. Penisten ...................113,887 (4) 3.24
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Executive Officers and Directors
as a Group (10 persons)...........749,000
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*Less than 1.0%
(1) Based on a total of 3,507,055 outstanding shares as of February 1, 2000 and
348,850 shares issuable upon exercise of outstanding options exercisable
within 60 days of February 1, 2000.
(2) Includes 14,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of February 1, 2000.
(3) Includes 12,750 shares issuable upon exercise of outstanding options
exercisable within 60 days of February 1, 2000.
(4) Includes 12,500 shares issuable upon exercise of outstanding options within
60 days of February 1, 2000.
(5) Includes 12,125 shares issuable upon exercise of outstanding options
exercisable within 60 days of February 1, 2000.
(6) Includes 5,000 shares issuable upon exercise of outstanding options within
60 days of February 1, 2000.
(7) Includes 170,000 shares issuable upon exercise of outstanding options
within 60 days of February 1, 2000.
(8) Includes 49,375 shares issuable upon exercise of outstanding options within
60 days of February 1, 2000.
<PAGE 6>
ELECTION OF DIRECTORS
Each of the following persons has been nominated as a director until the next
Annual Meeting of Shareholders and until his successor is chosen and qualified.
The proxies in the enclosed form which are executed and returned will be voted
(unless otherwise directed) for the election as directors of the following
nominees, all of whom are now members of the Board of Directors, except Brian S.
Olschan.
Nominees Principal Occupation Director Since
- --------------------------------------------------------------------------------
Walter C. Johnsen President and Chief Executive Officer 1995
(age 49) of the Company since November 30, 1995;
Executive Vice President from
January 24, 1995 to November 29, 1995.
Formerly served as Vice Chairman
and a principal of Marshall Products, Inc.,
a medical supply distributor.
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Gary D. Penisten Chairman of the Board of the Company 1994
(age 68) since February 27, 1996. He is a
Director of D.E. Foster & Partners L.P.,
an executive search firm. From 1977 to
1988, he was Senior Vice President of
Finance, Chief Financial Officer and a
Director of Sterling Drug Inc. in New York
City. From 1974 to 1977 he served in
the U.S. Government as Assistant Secretary
of the Navy for Financial Management. Prior
to that, he was employed by General Electric.
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Wayne R. Moore President and Chief Executive Officer of 1976
(age 69) the Moore Special Tool Company(1974-93)and
its Chairman of the Board(1986-93). He was
Chairman of the Board of the Producto Machine
Company (1994-97). Mr. Moore was Chairman
of the Association for Manufacturing
Technology/U.S. Machine Tool Builders(1985-86)
and Committee Member of the U.S. Eximbank
(1984). He is a Trustee of the American
Precision Museum and on the Board of Advisors
of the Fairfield University School of Engineering.
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George R. Dunbar President of Dunbar Associates, a 1977
(age 76) municipal management consulting firm.
Former Chief Administrative Officer for
the City of Bridgeport. President (1972-87),
Bryant Electric division of Westinghouse
Electric Corporation, manufacturer of
electrical distribution and utilization
products, Bridgeport, CT.
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Richmond Y. Holden, Jr. President and Chief Executive Officer 1998
(age 45) of J.L. Hammett Co. since 1992; Executive
Vice President from 1989 to 1992. J.L.
Hammett Co. is a distributor and retailer of
educational products throughout the United
States, and is one of the largest distributors
to the K-12 educational marketplace. Currently
Chairman of the Board of PC-Build, a computer
upgrade, network services and computer
services company.
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<PAGE 7>
Brian S. Olschan Executive Vice President and Chief
(age 43) Operating Officer of the Company as of
January 25, 1999; Senior Vice President -
Sales and Marketing from September
12, 1996 to January 24, 1999;
formerly served as Vice President
and General Manager of the Cordset
and Assembly Business of General
Cable Corporation, an electrical
wire and cable manufacturer.
- --------------------------------------------------------------------------------
Management does not expect that any of the nominees will become unavailable for
election as a director, but, if for any reason that should occur prior to the
Annual Meeting, the persons named in the proxy will vote for such substitute
nominee, if any, as may be recommended by Management.
There were no material transactions between the Company and any officer of the
Company, any director or nominee for election as director, any security holder
holding more than 5% of the Common Stock of the Company or any relative or
spouse of any of the foregoing persons.
The Board of Directors had nine meetings. All directors attended at least 75% of
the aggregate of the total number of the Board meetings and meetings of
Committees of which they were a member.
<PAGE 8>
DIRECTORS' FEES
All directors who are not salaried employees received a fee of $2,500 per
quarter plus $500 for each Board of Directors meeting attended. The fees earned
for service on the Committees of the Board were $500 per Committee meeting and
$500 for each one-half day, or major portion thereof, devoted to Committee work.
The Chairman of the Executive Committee earned an additional $500 per day to
compensate for the broader responsibility and related effort.
Effective November 19,1995, all fees payable to such directors were deferred
until the Company completed four consecutive quarters with aggregate earnings
per share of $.50 or more, the Company or one of its major businesses was sold
or a change in control of the Company occurred (a "Triggering Event"). Until a
Triggering Event occurred, the fees as earned were to be accrued by the Company
and when one of such events did occur, the accrued fees would be paid as
promptly as possible thereafter.
The sale of the Medical Division became a Triggering Event which ended the
deferral of director's fees. The previously deferred fees were paid out in
shares of Company stock on November 24, 1999, as follows: David W. Clark, Jr. -
12,808, George R. Dunbar - 22,622, Richmond Y. Holden, Jr. - 5,472, Walter C.
Johnsen - 19,272, Wayne R. Moore - 13,255, Gary D. Penisten - 47,287, James L.L.
Tullis - 8,851. By action of the Board of Directors on April 26, 1999, the plan
providing for deferral of directors fees as described herein was terminated
effective for fees earned after March 31, 1999.
All directors' fees will be paid in cash in the future. A description of the
plan as in effect prior to its termination follows.
Fees Earned Prior to July 1, 1997
For fees earned prior to July 1, 1997, each such director was offered the option
of receiving, when such fees become payable, (a) an amount equal to the fees
earned during the period of deferral, or (b) the sum of (i) the amount of the
fees earned during the period of deferral, plus or minus, as the case may be
(ii) the aggregate amount of the fees earned each month during the period of
deferral times the Percentage Increase or Decrease in the Company's Stock Price
index ("Index"). The "Percentage Increase or Decrease in the Index" means the
increase or decrease expressed as a percentage in the Index from the first
business day of the month during which fees were earned and the Index on the
last business day prior to the date of payment. The Index for any given day was
the closing price on the American Stock Exchange for the Company's stock on such
day. All payments pursuant to the Deferred Compensation Plan for Directors were
without interest. All such directors selected Option (b), which ties payments to
the Stock Price Index, and was applicable to all fees earned prior to July 1,
1997.
<PAGE 9>
Fees Earned on and after July 1, 1997
Effective July 1, 1997, the plan was amended so all fees that were deferred
under the plan would be paid when due in treasury shares. Treasury shares were
allocated each month based on the closing price of Company shares on the first
day of the month during which the fees were earned divided into fees earned.
Also, effective July 1, 1997, two new long-term payout options were approved.
The first option authorized deferral of receipt of treasury shares based on fees
earned until the board member retired or otherwise departed from the board. The
second option also authorized deferral of receipt of treasury shares based on
fees earned until the board member retired or otherwise departed from the board;
however, the payout was deferred over a four year period. If the deferred payout
option was selected, upon departure from the board, 20% of the shares would be
paid out immediately and the remainder would be paid in four equal installments
over the next four anniversaries of the board member's departure. If a major
business was sold or a change of control of the Company was imminent, at the
discretion of the board the stock balance in each director's account could be
distributed to the director or to his estate immediately prior to culmination of
the transaction. In the event of death, all stock would be distributed promptly
to the director's estate. All but one director elected the first option. One
director elected the second option.
Under the amendment effective July 1, 1997, directors also had the option to
continue the indexing of fees after July 1, 1997, but would be paid in treasury
shares. No director elected this option.
Newman M. Marsilius retired from the Board effective April 27, 1998. Upon his
retirement, he was issued 6,613 equivalent treasury shares which had been
deferred under this plan.
<PAGE 10>
DIRECTORS STOCK OPTIONS
Under the Non-Salaried Directors Stock Option Plan, options were granted on
April 28, 1997 for 10,000 shares each to Messrs. Clark, Dunbar, Moore and
Penisten, of which 2,500 shares vested on April 28, 1997, 2,500 shares vested on
April 28, 1998, 2,500 shares vested on April 28, 1999, and 2,500 shares will
vest on April 28, 2000. On April 27, 1998, options were granted for 2,500 shares
each to Messrs. Clark, Dunbar, Moore and Penisten, of which all shares vested
immediately. On April 27, 1998, options were granted for 10,000 shares to
Richmond Y. Holden, Jr., of which 2,500 vested April 27, 1998, 2,500 vested on
April 27, 1999, 2,500 will vest on April 27, 2000 and 2,500 will vest on April
27, 2001. On April 26, 1999, options were granted for 2,500 shares to Messrs.
Clark, Dunbar, Holden, Moore and Penisten, of which all shares vested
immediately.
Newman M. Marsilius' options fully vested on April 27, 1998, upon his retirement
from the Board; the Board extended the exercise date for his options to April
27, 2000.
James L.L. Tullis' options fully vested on April 28, 1998, and he retired from
the Board on April 27, 1999. The Board extended the exercise date for his
options to April 26, 2000.
COMMITTEE STRUCTURE
There is an Executive Committee of the Board of Directors which is composed of
Mr. Penisten as Chairman, and Messrs. Clark and Dunbar. The function of the
Executive Committee is to act for the Board of Directors during the intervals
between meetings of the Board. During 1999, the Committee did not meet.
There is an Audit Committee of the Board of Directors which is composed of Mr.
Holden as Chairman, and Messrs. Dunbar, Penisten and Moore. During 1999, this
committee met two times - twice with the Company's independent auditors. The
function of the Audit Committee is to maintain a direct and separate line of
communication between the Board of Directors and the Company's independent
auditors.
The functions of a Nominating Committee are performed by the whole Board. The
Board will consider nominees for directors recommended by shareholders, and such
recommendations may be made by submitting in writing to the Board, care of the
Secretary at the Company's principal executive office, the name, address,
telephone number and resume of his or her business and educational background
along with a written statement by the shareholder as to why such person should
be considered for election to the Board of Directors.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION COMMITTEE AND INSIDER PARTICIPATION
The Company's executive compensation program is administered by the Compensation
Committee of the Board of Directors. During 1999, the Committee was composed of
certain non-employee members of the Board of Directors, which include Mr. Dunbar
as Chairman, and Messrs. Clark and Moore. The Committee had one meeting during
1999.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is committed to a strong, positive link between
business, performance and strategic goals, and compensation and benefit
programs.
<PAGE 11>
OVERALL EXECUTIVE COMPENSATION POLICY
Our compensation policy is designed to support the overall objective of
enhancing value for our shareholders by:
- Attracting, developing, rewarding and retaining highly qualified and
productive individuals
- Directly relating compensation to both Company and individual
performance
- Ensuring compensation levels that are externally competitive and
internally equitable
Following is a description of the elements of the Company's executive
compensation program and how each relates to the objectives and policy outlined
above.
BASE SALARY
The Committee reviews each executive officer's salary annually. In determining
appropriate salary levels, we consider level and scope of responsibility,
experience, company and individual performance, internal equity, as well as pay
practices of other companies relating to executives of similar responsibility.
By design, we strive to set executives' salaries at competitive market levels.
External surveys and resource materials are used to verify this. We believe
maximum performance can also be encouraged through the use of appropriate
incentive programs.
ANNUAL INCENTIVES
Annual incentive award opportunities are made available to executives to
recognize and reward corporate and individual performance. The plan in effect
for 1999 provided for an incentive bonus based on the achievement of corporate
profitability goals set for each individual, based upon his area of
responsibility as well as participation in the successful sale of the Medical
products division. The bonuses would range from 5% to 50% of base salary,
provided minimum goals were reached. The amount individual executives may earn
under the bonus plan is directly dependent upon the individual's position,
responsibility and ability to impact our financial success and corporate goals.
In 2000, the incentive plan criteria will be similar to the plan in 1999.
STOCK OPTION INCENTIVES
The Company's stock option compensation program is administered by the
Compensation Committee of the Board of Directors. The purpose of the Company's
Amended and Restated Stock Option Plan for Employees is to promote the interests
of the Company by enabling its key employees to acquire an increased proprietary
interest in the Company and thus to share in the future success of the Company's
business. Accordingly, the plan is intended as a means not only of attracting
and retaining outstanding management personnel but also of promoting a closer
identity of interests between employees and stockholders. Since the employees
eligible to receive options under the plan will be those who are in a position
to make important and direct contributions to the success of the Company, the
Committee believes that the grant of options under the plan has been and will
continue to be in the best interests of the Company.
<PAGE 12>
The following options were granted in 1999:
Options for 30,000 shares were granted to Walter C. Johnsen on January 26,
1999 of which 7,500 shares vested on January 26, 1999, 7,500 vested on
January 26, 2000, 7,500 shares will vest on January 26, 2001, and 7,500
shares on January 26, 2002. Additionally 10,000 shares were granted on June
22, 1999 of which 2,500 shares vested on June 22, 1999 and 2,500 shares
will vest on June 22, 2000, 2,500 shares will vest on June 22, 2001 and
2,500 shares will vest on June 22, 2002.
Options for 25,000 shares were granted to Brian S. Olschan on January 26,
1999 of which 6,250 shares vested on January 26, 1999, 6,250 vested on
January 26, 2000, 6,250 shares will vest on January 26, 2001, and 6,250
shares on January 26, 2002. Additionally 10,000 shares were granted on June
22, 1999 of which 2,500 shares vested on June 22, 1999 and 2,500 shares
will vest on June 22, 2000, 2,500 shares will vest on June 22, 2001 and
2,500 shares will vest on June 22, 2002.
Options for 10,000 shares were granted to Ronald P. Davanzo on January 26,
1999 of which 2,500 shares vested on January 26, 1999, 2,500 vested on
January 26, 2000, 2,500 shares will vest on January 26, 2001, and 2,500
shares on January 26, 2002. Additionally 5,000 shares were granted on June
22, 1999 of which 1,250 shares vested on June 22, 1999 and 1,250 shares
will vest on June 22, 2000, 1,250 shares will vest on June 22, 2001 and
1,250 shares will vest on June 22, 2002.
Options for 10,000 shares were granted to Larry H. Buchtmann on January 26,
1999 of which 2,500 shares vested on January 26, 1999, 2,500 vested on
January 26, 2000, 2,500 shares will vest on January 26, 2001, and 2,500
shares on January 26, 2002. Additionally 5,000 shares were granted on June
22, 1999 of which 1,250 shares vested on June 22, 1999 and 1,250 shares
will vest on June 22, 2000, 1,250 shares will vest on June 22, 2001 and
1,250 shares will vest on June 22, 2002.
Options for 5,000 shares were granted to James A. Benkovic on January 26,
1999 of which 1,250 shares vested on January 26, 1999, 1,250 vested on
January 26, 2000, 1,250 shares will vest on January 26, 2001, and 1,250
shares on January 26, 2002. Additionally 3,000 shares were granted on June
22, 1999 of which 750 shares vested on June 22, 1999 and 750 shares will
vest on June 22, 2000, 750 shares will vest on June 22, 2001 and 750 shares
will vest on June 22, 2002.
The Committee also granted options for 38,500 shares in the aggregate to
fourteen other employees with staggered vesting dates through June 22,
2002.
RATIONALE FOR CEO COMPENSATION
Walter C. Johnsen was designated President and Chief Executive Officer of the
Company effective on November 30, 1995. His compensation package was designed to
encourage performance in line with the interests of our shareholders. We believe
Mr. Johnsen's total compensation was competitive in the external marketplace and
reflective of Company and individual performance. Mr. Johnsen's compensation was
$205,000 per annum of which $11,666 was deferred compensation.
COMPENSATION COMMITTEE
George R. Dunbar, Chairman
David W. Clark, Jr.
Richmond Y. Holden, Jr.
Wayne R. Moore
The Compensation Committee Report on Executive Compensation shall not be deemed
incorporated by reference by any general statement incorporating by reference in
this proxy statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
<PAGE 13>
SUMMARY COMPENSATION TABLE
The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the four other most highly
compensated officers of the Company at the end of the last completed fiscal
year. No information is given as to any person for any fiscal year during which
such person was not an officer of the Company.
<TABLE>
ANNUAL COMPENSATION
Other Annual All Other
Name and Principal Position Year Salary (1) Bonus Compensation (2) Compensation
- ------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C>
Walter C. Johnsen 1999 $194,679 $25,000 $ 0 $11,666
President & Chief 1998 $158,885 $ 0 $ 0 $30,000
Executive Officer (3) 1997 $149,423 $ 0 $ 0 $30,000
- ------------------------------------------------------------------------------------------------------
Brian S. Olschan 1999 $173,467 $25,000 $ 0 $ 0
Executive Vice President and Chief 1998 $160,962 $ 0 $ 0 $ 0
Operating Officer (4) 1997 $140,115 $ 0 $ 0 $ 0
- ------------------------------------------------------------------------------------------------------
Ronald P. Davanzo 1999 $109,621 $10,000 $ 0 $ 0
Vice President-Chief 1998 $105,577 $ 0 $ 0 $ 0
Financial Officer (5) 1997 $ 57,365 $ 0 $ 0 $ 0
- ------------------------------------------------------------------------------------------------------
James A. Benkovic 1999 $104,621 $ 0 $ 0 $ 0
Vice President- 1998 104,231 $ 0 $ 0 $ 0
Consumer Sales (6) 1997 87,923 $ 0 $ 0 $ 0
- ------------------------------------------------------------------------------------------------------
Larry H. Buchtmann 1999 $116,928 $10,000 $ 0 $ 0
Vice President- 1998 38,077 $ 0 $ 0 $ 0
Manufacturing (7)
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Effective 1997, the Company changed its payroll payment cycle from monthly
to bi-weekly. The salary reported is gross wages paid, which varies
slightly from annual compensation.
(2) Does not include the value of perquisites and other personal benefits
because the aggregate amount of such compensation, if any, does not exceed
the lesser of $50,000 or ten (10%) percent of the total amount of annual
salary and bonus for any named individual.
(3) Walter C. Johnsen received $11,666 in deferred compensation in 1999 and
$30,000 in deferred compensation for the years 1998 and 1997 to be paid in
treasury shares.
(4) Brian S. Olschan joined Acme as Senior Vice President-Sales and Marketing
on September 12, 1996. He was promoted to Executive Vice President and
Chief Operating Officer on January 25, 1999.
(5) Ronald P. Davanzo joined Acme as Director, International Finance and
Planning on May 19, 1997. He was promoted to Vice President - International
on April 27, 1998 and continues in that capacity. He was named Vice
President and Chief Financial Officer, Secretary and Treasurer on March 18,
1999.
(6) James A. Benkovic joined Acme as Western Regional Sales Manager on June 18,
1990. He was promoted to Vice President of Sales Consumer Products on
October 1, 1991.
(7) Larry H. Buchtmann joined Acme as Vice President Manufacturing on March 17,
1998.
<PAGE 14>
OPTION GRANTS IN LAST FISCAL YEAR AND POTENTIAL REALIZABLE VALUES
The following table provides information concerning each option granted during
the last fiscal year to each of the named executive officers and the potential
realizable value of such options at certain assumed rates of stock appreciation.
<TABLE>
Individual Grants
- -------------------------------------------------------------------------------------------
Number of % of Total Value at Assumed Annual
Shares Options Rates of Stock Price
Underlying Granted to Appreciation for
Options Employees in Exercise or Option Term
Name Granted (1) Fiscal Year Base Price Expiration Date 5% 10%
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Walter C. Johnsen 30,000 19.8% 2.125 January 26, 2009 $40,000 $102,000
per share
10,000 6.6% 2.125 June 22, 2009 13,000 34,000
per share
- -------------------------------------------------------------------------------------------------------------------------
Brian S. 25,000 16.5% 2.125 January 26, 2009 $33,000 $85,000
Olschan per share
10,000 6.6% 2.125 June 22, 2009 13,000 34,000
per share
- -------------------------------------------------------------------------------------------------------------------------
Ronald P. 10,000 6.6% 2.125 January 26, 2009 $13,000 $34,000
Davanzo per share
5,000 3.3% 2.125 June 22, 2009 7,000 17,000
per share
- -------------------------------------------------------------------------------------------------------------------------
James A. 5,000 3.3% 2.125 January 26, 2009 $ 7,000 $17,000
Benkovic per share
3,000 2.0% 2.125 June 22, 2009 4,000 10,000
per share
- -------------------------------------------------------------------------------------------------------------------------
Larry H. 10,000 6.6% 2.125 January 26, 2009 $13,000 $34,000
Buchtmann per share
5,000 3.3% 2.125 June 22, 2009 7,000 17,000
per share
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The dates on which the shares vest are summarized under the heading "Stock
Option Incentives" in the preceding pages.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table provides information concerning each option exercised during
the last fiscal year by each of the named executive officers and the value of
unexercised options held by such executive officers at the end of the fiscal
year.
<TABLE>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at Fiscal Year at Fiscal Year
Shares End (#) (1) End ($)(1)(2)
Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
Walter C. Johnsen -0- $0 167,500/22,500 $0/$0
- --------------------------------------------------------------------------------------
Brian S. Olschan -0- $0 47,500/27,500 $0/$0
- --------------------------------------------------------------------------------------
Ronald P. Davanzo -0- $0 10,250/11,750 $0/$0
- --------------------------------------------------------------------------------------
Larry H. Buchtmann -0- $0 11,500/10,500 $0/$0
- --------------------------------------------------------------------------------------
James A. Benkovic -0- $0 12,750/5,250 $0/$0
- --------------------------------------------------------------------------------------
</TABLE>
(1) The Company has no unexercised SARs.
(2) Values stated are based on the closing price per share of the Company's
Common Stock on the American Stock Exchange on December 31, 1999, the last
trading day of the fiscal year. All stock options have been granted at a
price in excess of the closing price per share on December 31, 1999.
<PAGE 15>
ACME UNITED CORPORATION RETIREMENT PLANS
In December 1995, the Board of Directors adopted a resolution to freeze the
defined benefit pension plan resulting in no further benefit accruals after
February 1, 1996. The life annuity annual benefit at age 65 was zero for Walter
C. Johnsen, Brian S. Olschan, Ronald P. Davanzo and Larry H. Buchtmann and
$3,188 for James A. Benkovic. Amounts earned by others under this plan are not
subject to a deduction for estimated Social Security benefits, and do not
include benefits which would result from the transfer by a retiring employee of
his accrued profit-sharing account balance to the pension plan.
CHANGE-IN-CONTROL ARRANGEMENTS AND SEVERANCE PAY PLAN
The Company has a Salary Continuation Plan in effect covering officers of the
Company employed in the United States at the level of Vice President or above,
under the age of 65 and having at least one (1) year of Company service. This
plan covers Walter C. Johnsen, Brian S. Olschan, Ronald P. Davanzo, James A.
Benkovic and Larry H. Buchtmann and is designed to retain key employees and
provide for continuity of management in the event of an actual or threatened
change in control of the Company. First, the plan provides that in the event of
such a change in control each such key employee would have specific rights and
receive certain benefits if, within one year after such change in control (two
years for officers who like Mr. Johnsen are also directors), either the
employee's employment is terminated by the Company involuntarily, his/her
responsibility, status or compensation is reduced, or if he/she is transferred
to a location unreasonably distant from his/her current location. In such
circumstances the compensation which the employee would be entitled to receive
would be a lump sum payment equal to a specific number of months' compensation
based upon the level of his/her non-deferred compensation in effect immediately
preceding such disposition. Secondly, any such key employee resigning within six
(6) months after the disposition of the Company (one year for certain officers
who like Mr. Johnsen are also directors) would be entitled to a similar payment.
Under the first scenario Messrs. Johnsen and Olschan would be entitled to thirty
(30) months' compensation, respectively and Messrs. Davanzo, Benkovic and
Buchtmann eighteen (18) months compensation. Under the second scenario, Messrs.
Johnsen and Olschan would be entitled to twenty-four (24) months', and Messrs.
Davanzo, Buchtmann and Benkovic would be entitled to six (6) months'
compensation.
The Company has a Severance Pay Plan in effect covering officers of the Company
employed in the United States at the level of Vice President or above, under the
age of 65 and having at least one (1) year of Company service. This Plan covers
Messrs. Johnsen, Olschan, Davanzo, Benkovic and Buchtmann and is designed to
enable the Company to attract and retain key employees. The Plan provides that
in the event the key employee's employment is terminated by the Company
involuntarily, his/her responsibility, status or compensation is reduced, or if
he/she is transferred to a location unreasonably distant from his/her current
location, he/she shall be entitled to benefits under the Plan. In such
circumstances the compensation which the employee would be entitled to receive
would be a lump sum payment equal to a specific number of months compensation
based upon the level of his/her non-deferred compensation in effect immediately
preceding such termination. Under the Plan Messrs. Johnsen and Olschan would be
entitled to nine (9) months' compensation, and Messrs. Davanzo, Benkovic and
Buchtmann six (6) months' compensation, upon such severance. This plan applies
only if the Salary Continuation Plan does not apply.
PERFORMANCE GRAPH
The following Performance Graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such Acts.
<PAGE 16>
The graph compares the yearly cumulative total stockholder return on the
Company's Common Stock with the yearly cumulative total return of (a) the AMEX
Market Index and (b) a peer group of companies that, like the Company, (_) are
currently listed on the American Stock Exchange, and (ii) have a market
capitalization of $10 million to $20 million. The peer group includes the
following companies: American Community Props, American Shared Hosp SVC,
American Vanguard Corp, Anworth Mtg. Asset Corp, ARC International Corp, Arizona
Land Income Corp, Atlantic Premium Brands, Avalon Holdings Corp, Barnwell
Industries Inc, Barrister Info Systs CP, Blackrock CA Inv QMT, Blackrock FL
IQMT, Blackrock NJ IQMT, Blackrock NY IQMT, Blimpie Internat Inc, Bolt
Technology Corp, Boots & Coots Intl Well, Bridgestreet Accomm Inc, Canyon
Resources Corp, CET Environmental Svcs, Chad Therapeutics A, Continucare Corp,
Cornerstone Bancorp, Dairy Mart Conv CL A, Decorator Industries, Easyriders Inc,
Environmental Elements, Equality Bancorp Inc, Espey Mfg & Elecronics, ETZ Lavud
CL A, ETZ Lavud Ltd ORD, Excel Maritime Carriers, EXX Inc CL A, Falmouth Bancorp
Inc, FFP Marketing Co Inc, Flanigan's Enterprse Inc, Frontier Adjustr of Amer,
Global Income Fund Inc, Halifax Corporation, Halsey Drug Co, Hampton Industries
Inc, Heist C.H. Corporation, Home Security Internat, Horizon Pharmacies Inc,
Industrial Data Systm CP, Integra Inc, Integrated Orthopaedics, Intelligent
Controls Inc, Interlott Tech Inc, Interstate General Co LP, IPI Inc, KBK Capital
Corp, Kentucky First Bancorp, Kinark Corp, MAI Systems Corp, Malibu
Entertainment WW, Marlton Technologies Inc, Matec Corp, McRae Industries CL A,
Merrimac Industries Inc, Michael Anthony Jewelers, Morgan Group Inc CL A, Movie
Star Inc, National-Standard Co, Newcor Inc, Ohio Art Co, Orleans Homebuilders
Inc, Oshman's Sporting Goods, Penobscot Shoe Co, Pentegra Dental GRP Inc,
Photoelectron Corp, Pinnacle Bancshares Inc, Pittsbgh & WV Railroad, PMCC
Financial Corp, Porta Systems Corp, Presidential Realty CL B, Professional
Bancorp Inc, Prolong Internat Corp, Refac, Rexx Environmental Corp, Riviera Tool
Company, Rottlund Inc, Scheib, Earl Inc, Security of Penn Fncl CP, Servotronics
Inc, Sherwood Brands Inc, Stephan Co, Sterling Cap CP, Sunair Electronics Inc,
Sussex Bancorp, Team Inc, Tenera Inc, Thackeray Corp, Thermo Opportunity Fund,
Three Rivers Fin, Tofutti Brands Inc, Transfinancial Hldgs Inc, Trio-Tech
Internat, United Guardian Inc, United States Explor Inc, Versar Inc, Washington
Sav Bank, Wells-Gardner Electronic.
The Company does not believe it can reasonably identify a peer group of
companies on an industry or line-of-business basis for the purpose of developing
a comparative performance index. While the Company is aware that some other
publicly-traded companies market products in the Company's remaining
line-of-business, none of these other companies provide most or all of the
products offered by the Company, and many offer other products or services as
well. Moreover, some of these other companies that engage in the Company's
line-of-business do so through divisions or subsidiaries that are not
publicly-traded. Furthermore, many of the other companies are substantially more
highly capitalized than the Company. Finally, although the Company had two
lines-of-business at the beginning of the fiscal year, it now only has one,
making a comparison more difficult. For all of these reasons, any such
comparison would not, in the opinion of the Company, provide a meaningful index
of comparative performance.
The comparisons in the graph below are based on historical data and are not
indicative of, or intended to forecast, the possible future performance of the
Company's Common Stock.
[Printer: Insert Graph]
COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, PEER GROUP AND
AMEX MARKET INDEX
- -------------------------------FISCAL YEAR ENDING-------------------------------
1994 1995 1996 1997 1998 1999
ACME UNITED CORP 100.00 119.23 169.23 184.62 69.23 34.62
PEER GROUP 100.00 102.39 99.39 105.65 77.81 54.41
AMEX MARKET INDEX 100.00 128.90 136.01 163.66 161.44 201.27
<PAGE 17>
PROPOSAL FOR AMENDMENT TO EMPLOYEES' STOCK OPTION PLAN
DESCRIPTION OF AMENDED AND RESTATED STOCK OPTION PLAN
The Company adopted a non-qualified stock option plan, the 1988 Stock Option
Plan effective February 22, 1988, which was amended effective January 29, 1991
and further amended and restated as the 1992 Amended and Restated Stock Option
Plan (the "Plan") effective February 25, 1992. A further amendment of the Plan
on April 22, 1996 increased the number of shares available under the Plan to
400,000. A further amendment of the Plan on April 27, 1998 increased the number
of shares available under the Plan to 520,000. Under the Plan, which is
administered by the Compensation Committee of the Board of Directors (the
"Committee"), key employees of the Company (including directors and officers who
are employees) have been granted options to purchase shares of Common Stock.
The Plan permits the granting of an aggregate of 520,000 shares of Common Stock
(proposed to be increased to 670,000 shares) at a price equal to one hundred
percent (100%) of the fair market value of the Common Stock on the date that the
option is granted provided, however, that the price shall not be less than the
par value of the Common Stock which is subject to the option. Further no
Incentive Stock Option may be granted to an employee owning Common Stock having
more than 10% of the voting power of the Company unless the option price for
such employee's option is at least 110% of the fair market value of the Common
Stock subject to the option at the time the option is granted and the option is
not exercisable after five years from the date of granting. The par value of the
Company's Common Stock is presently $2.50 per share. No option may be granted
under the Plan after the tenth anniversary of the adoption of the Plan. As a
result of the amendment and restatement of the Plan in 1992, options may be
granted until February 24, 2002. Unless otherwise specified by the Committee,
options granted under the Plan are Incentive Stock Options under the provisions
and subject to the limitations of Section 422 of the Internal Revenue Code.
Options granted prior to the 1992 amendment and restatement are non-qualified
stock options and any shares issued under these options would be included in the
520,000 share total proposed to be increased to 670,000.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Committee, which consists of members of the
Board who are not employees of the Company. The Committee is authorized, subject
to the provisions of the Plan, to determine the employees who will receive
options under the Plan, the number of shares subject to each option and the
terms of those options, and to interpret the Plan and to make such rules of
procedure as the Committee may deem proper.
Upon the granting of any option, the optionee must enter into a written
agreement with the Company setting forth the terms upon which the option may be
exercised. Such an agreement sets forth the length of the term of the option and
the timing of its exercise as determined by the Committee. In no event shall the
length of an option extend beyond ten years from the date of its grant. An
optionee may exercise an option by delivering payment to the Company in cash.
Under the Plan, if the employment of any person to whom an option has been
granted is terminated for any reason other than the death, disability or
retirement of the optionee, the optionee may exercise within thirty (30) days
(three months for options granted prior to June 2, 1996) of such termination
such options as the optionee could have exercised if his or her employment had
continued for such 30 day or three month period. If the termination is by reason
of retirement, the optionee may exercise the option, in whole or in part, at any
time within one year following such termination of employment, but if the option
is exercised later than thirty (30) days from the date of retirement the option
shall not constitute an Incentive Stock Option. If the optionee dies while
employed by the Company or its subsidiaries, or during a period after
termination of employment in which the optionee could exercise an option, the
optionee's beneficiary may exercise the option within one year of the date of
the optionee's death but in no event may the option be exercised later than the
date on which the option would have expired if the optionee had lived. If the
termination is by reason of disability, the optionee may exercise the option, in
whole or in part, at any time within one year following such termination of
employment or within such other period, not exceeding three years after the date
of disability as is set forth in the option agreement with respect to such
options, provided, however, that if the option is exercised later than one year
after the date of disability, it shall not constitute an Incentive Stock Option.
Notwithstanding the above, no option may be exercised after the expiration date
specified in the option agreement.
FEDERAL INCOME TAX CONSEQUENCES
With respect to the tax effects of non-qualified stock options, since the
options granted under the Plan do not have a "readily ascertainable fair market
value" within the meaning of the Federal income tax laws, an optionee of an
option will realize no taxable income at the time the option is granted. When a
non-qualified stock option is exercised, the optionee will generally be deemed
to have received compensation, taxable at ordinary income tax rates, in an
amount equal to the excess of the fair market value of the shares of Common
Stock of the Company on the date of exercise of the option over the option
price. The Company will withhold income and employment taxes in connection with
the optionee's recognition of ordinary income as a result of the exercise by an
optionee of a non-qualified stock option. The Company generally can claim an
ordinary deduction in the fiscal year of the Company which includes the last day
of the taxable year of the optionee which includes the exercise date or the date
on which the optionee recognizes income. The amount of such deduction will be
equal to the ordinary income recognized by the optionee. When stock acquired
through the exercise of a non-qualified stock option is sold, the difference
between the optionee's basis in the shares and the sale price will be taxed to
the optionee as a capital gain (or loss).
<PAGE 18>
With respect to the tax effects of Incentive Stock Options, the optionee does
not recognize any taxable income when the option is granted or exercised. If no
disposition of shares issued to an optionee pursuant to the exercise of an
Incentive Stock Option is made by the optionee within two years after the date
the option was granted or within one year after the shares were transferred to
the optionee, then (a) upon sale of such shares, any amount realized in excess
of the option price (the amount paid for the shares) will be taxed to the
optionee as long-term capital gain and any loss sustained will be a long-term
capital loss and (b) no deduction will be allowed to the Company for Federal
income tax purposes. The exercise of an Incentive Stock Option will give rise to
an item of tax preference that may result in alternative minimum tax liability
for the optionee.
If shares of Common Stock acquired upon the exercise of an Incentive Stock
Option are disposed of prior to the expiration of the two year and one year
holding periods described above (a "Disqualifying Disposition") generally (a)
the optionee will realize ordinary income in the year of disposition in an
amount equal to the excess (if any) of the fair market value of the shares at
exercise (or, if less, the amount realized upon the sale of such shares) over
the option price thereof, and (b) the Company will be entitled to deduct such
amount, subject to applicable withholding requirements. Any further gain
realized will be taxed as short-term or long-term capital gain and will not
result in any deduction by the Company. A Disqualifying Disposition will
eliminate the item of tax preference associated with the exercise of the
Incentive Stock Option.
CHANGES IN PLAN
The Plan may be terminated, suspended, or modified at any time by the Board of
Directors, but no amendment increasing the maximum number of shares for which
option may be granted (except to reflect a stock split, stock dividend or other
distribution), reducing the option price of outstanding options, extending the
period during which options may be granted otherwise materially increasing the
benefits accruing to optionee or changing the class of persons eligible to the
optionees shall be made without first obtaining approval by a majority of the
shareholders of the Company. No termination, suspension or modification of the
Plan shall adversely affect any right previously acquired by the optionee or
other beneficiary under the Plan.
Options granted under the Plan may not be transferred other than by will or by
the laws of descent and distribution and, during the optionee's lifetime may be
exercised only by the optionee.
All of the Options previously issued will remain unchanged and outstanding after
the 2000 amendment to the Plan.
AMENDMENT TO THE AMENDED AND RESTATED STOCK OPTION PLAN
On January 25, 2000, the Board of Directors adopted, subject to the approval of
the shareholders, an amendment to the Plan. The only change adopted is an
increase in the aggregate number of shares of Common Stock available under the
Plan from 520,000 shares to 670,000 shares. The foregoing description of the
Plan is qualified in its entirety by reference to the text of the Plan
(excluding the proposed amendment), a copy of which has been filed with the
Securities and Exchange Commission ("SEC"). The purpose of the proposed
amendment is to provide shares for managers who will be instrumental in
improving the operating results of the Company.
VOTES REQUIRED
The approval of the amendment to the Amended and Restated Stock Option Plan
requires the affirmative vote of a majority of the shares of Common Stock of the
Company voting in person or by proxy on the amendment. If the amendment is not
approved by shareholders, it will not become effective.
The Board of Directors recommends a vote FOR approval of the amendment to the
Amended and Restated Stock Option Plan.
<PAGE 19>
SELECTION OF AUDITORS
PricewaterhouseCoopers LLP acted as auditors for the Company from 1969 through
1997. The Company and PricewaterhouseCoopers LLP mutually agreed in March of
1998 that PricewaterhouseCoopers LLP would not be engaged as the Company's
independent accountants for 1998. The decision to change accountants was
approved by the Company's Audit Committee. There were and are no disagreements
between the Company and PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure. The accountant's reports for the past two years have not contained an
adverse opinion or a disclaimer of opinion, nor have they been qualified or
modified in any respect.
Ernst & Young LLP were selected as auditors for the Company on April 1, 1998 and
acted as auditors for the years 1998 and 1999. Representatives of Ernst & Young
LLP are expected to be present at the 2000 Annual Meeting with the opportunity
to make a statement if they desire to do so and are expected to be available to
respond to appropriate questions. The Company knows of no direct or material
indirect financial interest in the Company or of any connection with the Company
by this accounting firm except the professional relationship between auditor and
client.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's common stock, to file with the SEC and the
American Stock Exchange reports of ownership and changes in ownership of common
stock and other equity securities of the Company. Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on review of copies of such reports furnished to the Company or
written representations that no other reports were required, the Company
believes that, during the 1999 fiscal year, all filing requirements applicable
to its officers, directors and greater than 10% beneficial owners were complied
with.
SHAREHOLDER PROPOSALS
To allow sufficient time for preparation of the proxy and proxy statement,
shareholder proposals for presentation at the Annual Meeting scheduled for April
23, 2001 must be received by the Secretary of the Company no later than November
24, 2000.
In addition, the Company's by-laws provide that any shareholder wishing to make
a nomination for the office of director at the 2000 Annual Meeting must give the
Company at least sixty (60) days' advance notice, and that notice must meet
certain requirements set forth in the by-laws. Shareholders may request a copy
of the by-laws from the Secretary of the Company.
Notices and requests should be addressed to Secretary, Acme United Corporation,
75 Kings Highway Cutoff, Fairfield, Connecticut 06430.
OTHER BUSINESS
Management does not know of any matters to be presented, other than those
described herein, at the Annual Meeting. If any other business should come
before the meeting, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies in accordance with their best
judgment.
Solicitation of proxies is being made by management through the mail, in person
and by telephone. The Company will be responsible for costs associated with this
solicitation.
By Order of the Board of Directors
Ronald P. Davanzo, Vice President and
Chief Financial Officer, Secretary
and Treasurer
Acme United Corporation
75 Kings Highway Cutoff
Fairfield, Connecticut 06430
March 24, 2000
