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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
CUBIC CORPORATION
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
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CUBIC-REGISTERED TRADEMARK- CORPORATION
----------------
PRINCIPAL EXECUTIVE OFFICE
9333 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123
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To Cubic Shareholders:
A special meeting of the Shareholders of Cubic Corporation will be held at
the offices of the Company at 9333 Balboa Avenue, San Diego, California 92123,
on July 23, 1996, at 10:00 a.m. Pacific Daylight Saving Time. The formal notice
and proxy statement follow.
The Directors and Officers of the Corporation invite your attendance at the
meeting. Whether or not you plan to attend the meeting, however, we would
appreciate your completing and returning the accompanying proxy which, of
course, may be revoked at any time before it is used.
Sincerely yours,
Walter J. Zable
CHAIRMAN OF THE BOARD
June 28, 1996
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TO ENSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE, SIGN AND MAIL PROMPTLY
THE ENCLOSED PROXY, FOR WHICH
A RETURN ENVELOPE IS PROVIDED.
CUBIC-REGISTERED TRADEMARK- CORPORATION
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NOTICE OF SPECIAL MEETING
---------------------
A special meeting of shareholders of Cubic Corporation will be held in the
Main Conference Room in Building 10 at the Headquarters of the Company, 9333
Balboa Avenue, San Diego, California 92123, on July 23, 1996, at 10:00 a.m.
Pacific Standard Time, for the following purpose:
1. To approve the amendment to Article 4 of the Company's Certificate of
Incorporation to divide each two shares of the Company's Common stock,
without par value, into three Common shares, without par value, which
constitutes a three-for-two split of all shares of Common Stock
authorized by the Company's Certificate of Incorporation.
Shareholders of record at the close of business on June 24, 1996 will be
entitled to vote at the meeting. The transfer books will not be closed.
By Order of the Board of Directors
William C. Stewart, Jr.
SECRETARY
San Diego, California
June 28, 1996
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CUBIC-REGISTERED TRADEMARK- CORPORATION
----------------
PRINCIPAL EXECUTIVE OFFICE
9333 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123
------------------------
PROXY STATEMENT
Proxies in the form enclosed with this statement are solicited by the Board
of Directors of Cubic Corporation for use at the Special Meeting of shareholders
of the Corporation to be held in San Diego, California, on July 23, 1996.
Execution of a proxy will not in any way affect a shareholder's right to attend
the meeting and vote in person, and any shareholder giving a proxy has the right
to revoke it at any time before it is exercised by filing with the Secretary of
the Corporation a written revocation or duly executed proxy bearing a later
date. The Proxy will be suspended if the shareholder is present at the meeting
and elects to vote in person.
OUTSTANDING SHARES AND VOTING RIGHTS
The voting securities of the Corporation consist of its Common Stock,
without Par Value, of which 5,987,380 shares are outstanding at June 17, 1996
(after deducting 1,938,234 shares held as Treasury Shares).
Only shareholders of Record on the books of the Corporation at the close of
business on June 24, 1996 will be entitled to vote at the meeting. Each such
holder of Common shares is entitled to one vote for each said share. Votes will
be counted by the Inspector of Elections. Abstentions, broker-nonvoters and
proxies without authority to vote will not be counted in votes cast.
The approximate date on which the proxy statement and form of proxy are
first being sent or given to security holders is June 28, 1996.
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Board of Directors of the Company has approved, subject to the
stockholder approval solicited hereby, a proposal to amend the Certificate of
Incorporation to effect a three-for-two stock split of the issued and
outstanding shares of the Company's Common stock. The purpose of the stock split
is to increase the number of shares on the market available for trading and to
further enable additional investors to acquire shares of the Common stock by
reducing the market price of the stock. A copy of the proposed amendment to the
Certificate of Incorporation is attached hereto as Appendix A. In order to
accomplish a split up of the Common shares of the Corporation, it is necessary
to amend the Certificate of Incorporation of the Corporation to divide the
shares. Such an amendment requires the majority vote of the shareholders.
The effect of this stock split is to change each presently issued and
outstanding two (2) shares of Common stock, no par value, into three (3) shares
of Common stock, no par value, at the close of business on the date the
amendment becomes effective, that is, the date the Certificate of Amendment (the
"Amendment") is filed in the Office of the Secretary of State of the State of
Delaware (the "Effective Date"). Thereafter, each shareholder of Record at the
close of business on the Effective Date shall be entitled to receive additional
share certificates representing one (1) additional share of Common stock, no par
value, for each two (2) outstanding shares of Common stock held. If the proposal
to so amend the Certificate of Incorporation is approved by a majority of the
shareholders at the time of the meeting, it is anticipated that the additional
certificates will be mailed approximately ten days thereafter. The Corporation
has applied for listing of the securities to be issued on the American Stock
Exchange.
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No fractional shares will be issued to shareholders in connection with the
split up, but in lieu thereof, at the same time as the additional shares are
mailed, cash will be distributed to each shareholder who would otherwise have
been entitled to receipt of a fractional share. The amount of cash to be
distributed shall be based upon the closing stock price on the American Stock
Exchange, after adjustment for the effect of the stock split, of the
Corporation's Common stock, no par value, on the Effective Date.
The stock split, if approved by the shareholders, will not result in the
increase or decrease in the aggregate amount of the capital account or the
surplus accounts of the Corporation.
THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION. AN AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE
OUTSTANDING SHARES IS NECESSARY FOR APPROVAL.
OTHER MATTERS
The expense of preparing, printing and mailing the Notice of Meeting and
Proxy material and all other expenses of soliciting proxies will be borne by the
Corporation. In addition to the solicitation of proxies by use of the mails, the
Directors, Officers and regular employees of the Corporation, who will receive
no compensation in addition to their regular salary, if any, may solicit proxies
by mail, telegraph, telephone, or personal interview. The Corporation may also
reimburse brokerage firms, banks, trustees, nominees and other persons for their
expenses in forwarding proxy material to the beneficial owners of shares held by
them of record.
Management knows of no business which will be presented for consideration at
the Special Meeting other than that stated in the Notice of meeting. However, if
any such matter shall properly come before the meeting, the persons named in the
enclosed proxy form will vote the same in accordance with their best judgment.
By Order of the Board of Directors
William C. Stewart, Jr.
SECRETARY
2
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APPENDIX A
RESOLUTION TO AMEND ARTICLE 4
OF THE CERTIFICATE OF INCORPORATION
OF CUBIC CORPORATION
BE IT RESOLVED, that, subject to the requisite approval of the stockholders,
the Certificate of Incorporation of this Corporation is amended to read:
"4. The total number of shares of stock which the corporation shall have
authority to issue is 15,000,000 shares which shall be Common Stock without par
value.
On the effective date of this amendment, each two shares of the Common
Stock, without par value, outstanding before the amendment, is divided into
three Common Shares,
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CUBIC CORPORATION
PROXY SOLICITED ON BEHALF SPECIAL MEETING OF SHAREHOLDERS
OF THE BOARD OF DIRECTORS
The undersigned, a shareholder of Cubic Corporation, a Delaware
corporation, hereby appoints Walter J. Zable, William W. Boyle and William C.
Stewart, Jr., or any of them, the attorneys and proxies of the undersigned,
with power of substitution, to vote the common shares of Cubic Corporation
standing in the name of the undersigned at the Special Meeting of
Shareholders of Cubic Corporation to be held in the Main Conference Room, at
the Headquarters of the Company, at 9333 Balboa Avenue, San Diego, California
92123, on Tuesday, July 23, 1996, at 10:00 a.m. PST, and at any adjournment
or adjournments thereof, as follows:
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS INDICATED.
HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THE PROXIES WILL VOTE THE SHARES FOR ITEM
(1) AND, IN THEIR DISCRETION, ON MATTERS DESCRIBED IN ITEM (2).
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued, and to be signed, on the other side)
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
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<S> <C> <C> <C>
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1. Amendment of Certificate of Incorporation to divide
each two shares of the Common stock, no par value,
into three shares of Common stock, no par value
The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting of
Shareholders and Proxy Statement dated June
28, 1996.
Dated: _______________________________, 1996
Signature___________________________________
Signature if held jointly___________________
Please sign exactly as name (or names) appear
on this card.
When shares are held by joint tenants, all
holders should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give full title
as such.
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