<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
SENSYTECH, INC.
---------------
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] 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:
----------------------------------------------------------------
(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:
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4) Date Filed:
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<PAGE> 2
SENSYTECH, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 14, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Sensytech, Inc. will be held at the main office of Sensytech, Inc., 8419
Terminal Road, Newington, Virginia, on Wednesday, February 14, 2001, at 10:00
a.m., local time, for the following purposes:
(a) To elect six members to the Board of Directors;
(b) To ratify the appointment of independent auditors; and
(c) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on December 18,
2000 will be entitled to notice of, and to vote at, the meeting and any
adjournment thereof.
THE BOARD OF DIRECTORS OF SENSYTECH, INC. HOPES THAT YOU WILL FIND IT
CONVENIENT TO ATTEND THE MEETING IN PERSON. IF YOU ARE PLANNING TO ATTEND THE
MEETING, PLEASE INDICATE THAT FACT BY MARKING THE APPROPRIATE LINE ON THE
ACCOMPANYING PROXY FORM EVEN IF YOU DO NOT WISH TO GIVE YOUR PROXY. WHETHER YOU
INTEND TO ATTEND THE MEETING OR NOT, PLEASE READ THE ENCLOSED MATERIAL, SIGN,
MARK, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO MAKE SURE
THAT YOUR SHARES ARE REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING, YOU
MAY VOTE YOUR STOCK PERSONALLY EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
By Order of the Board of Directors,
/s/ Lloyd A. Semple
-----------------------------------------
Lloyd A. Semple
Secretary
Newington, Virginia
January 12, 2001
<PAGE> 3
SENSYTECH, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sensytech, Inc. (the "Company") for use at
the Annual Meeting of Stockholders of the Company ("Annual Meeting") on
Wednesday, February 14, 2001, at 10:00 a.m., local time, or at any adjournment
thereof, for voting on the matters set forth in the accompanying Notice of
Annual Meeting of Stockholders and in this Proxy Statement.
Only stockholders of record as of the close of business on December 18,
2000 will be entitled to vote at the Annual Meeting or any adjournment thereof.
The Company had 3,934,767 shares of Common Stock, $.01 par value (the "Common
Stock"), issued and outstanding as of that date. Presence in person or by proxy
of a majority of the shares of Common Stock outstanding on the record date is
required for a quorum. This Proxy Statement and the accompanying form of proxy
are being first sent or given to the Company's stockholders on or about January
19, 2001. Ten days before the Annual Meeting, a complete list of stockholders
entitled to vote at the meeting will be open to examination by any stockholder
for any purpose germane to the meeting during ordinary business hours at the
Company's principal office.
When proxies are properly dated, executed and returned, the shares they
represent will be voted at the Annual Meeting in accordance with the
instructions of the stockholder. If no specific instructions are given, the
shares will be voted FOR the election of the nominees for director set forth
herein, and FOR ratification of the appointment of auditors. In addition, if
other matters come before the Annual Meeting, the persons named in the
accompanying form of proxy will vote in accordance with their best judgment with
respect to such matters.
Shares represented by a proxy in the accompanying form, unless previously
revoked, will be voted at the meeting if the proxy, properly executed, is
received by the Company before the close of business on February 13, 2001.
Shares represented by a proxy received after that time will be voted if the
proxy is received by the Company in sufficient time to permit the necessary
examination and tabulation of the proxy before a vote is taken. Stockholders who
execute a proxy in the accompanying form may nevertheless revoke the proxy at
any time before it is exercised by giving written notice to the Secretary prior
to the Annual Meeting, by executing and delivering a later dated proxy, or by
voting in person at the meeting.
<PAGE> 4
Each share of Common Stock outstanding on the record date will be
entitled to one vote on all matters. The six candidates for election as
directors at the Annual Meeting who receive the highest number of affirmative
votes will be elected. The ratification of the independent auditors for the
Company for the current fiscal year will require the affirmative vote of a
majority of the shares of the Company's Common Stock present or represented and
entitled to vote at the Annual Meeting. Because abstentions with respect to any
matter are treated as shares present or represented and entitled to vote for the
purposes of determining whether that matter has been approved by the
stockholders, abstentions have the same effect as negative votes for each
proposal, other than the election of directors. Broker non-votes are not deemed
to be present or represented for purposes of determining whether stockholder
approval of that matter has been obtained, but they are counted as present for
purposes of determining the existence of a quorum at the Annual Meeting.
The expenses of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, the officers and employees of the Company, who
will receive no extra compensation therefor, may solicit proxies personally or
by telephone. The Company will reimburse brokerage houses and other nominees for
their expenses incurred in sending proxies and proxy materials to the beneficial
owners of shares held by them.
2
<PAGE> 5
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Common Stock is the only voting security of the Company. The following
table sets forth certain information with respect to the beneficial ownership of
shares of the Company's Common Stock, as of December 18, 2000, by each person
who is known by the Company to have been the beneficial owner of 5% or more of
the shares of Common Stock outstanding on that date. Unless otherwise noted,
each stockholder exercises sole voting and investment power with respect to the
shares beneficially owned.
PRINCIPAL HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES(1) CLASS
---------------------------------------------------------------------------------
<S> <C> <C>
S. Kent Rockwell
960 Penn Avenue, Suite 800
Pittsburgh, PA 15222 900,394(2) 22.9
---------------------------------------------------------------------------------
S. R. Perrino
6319 Chaucer View Circle
Alexandria, VA 22304 790,635(3) 20.1
---------------------------------------------------------------------------------
</TABLE>
(1) The column sets forth shares of Common Stock which are deemed to be
"beneficially owned" by the persons named in the table under Rule 13d-3
of the SEC.
(2) Shares held by Rockwell Holdings, Inc., over which Mr. Rockwell has sole
voting and investment power.
(3) Includes 68,315 shares held of record by the 401(k) Profit Sharing Plan
over which Mr. Perrino has sole voting and investment power. Excludes
10,000 shares held of record owned by Mr. Perrino's spouse as to which
Mr. Perrino disclaims beneficial ownership.
OWNERSHIP OF EQUITY AND VOTING
SECURITIES BY DIRECTORS AND OFFICERS
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock by each person nominated for director,
by each of the Executive Officers named in the Summary Compensation Table (the
"Named Executive Officers") and by all nominees and executive officers as a
group, as of December 18, 2000. Except as noted, each person exercises sole
voting and investment power over the shares beneficially owned.
3
<PAGE> 6
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
NAME NUMBER OF SHARES(1) PERCENT OF CLASS(2)
--------------------------------------------------------------------------------------------
<S> <C> <C>
Charles W. Bernard 25,800 .6
--------------------------------------------------------------------------------------------
Donald F. Fultz 35,323 .9
--------------------------------------------------------------------------------------------
Donald F. Gardner 77,775 2.0
--------------------------------------------------------------------------------------------
John Irvin 8,621 .2
--------------------------------------------------------------------------------------------
S. R. Perrino 790,635(3) 20.1
--------------------------------------------------------------------------------------------
Philip H. Power 27,420 .7
--------------------------------------------------------------------------------------------
S. Kent Rockwell 900,394(4) 22.9
--------------------------------------------------------------------------------------------
James D. Ross 18,174 .4
--------------------------------------------------------------------------------------------
John D. Sanders 70,210(5) 1.8
--------------------------------------------------------------------------------------------
Lloyd A. Semple 3,000 .1
--------------------------------------------------------------------------------------------
All directors and executive officers
as a group (10 persons) 1,957,352 49.7
--------------------------------------------------------------------------------------------
</TABLE>
(1) The column sets forth shares of Common Stock, which are deemed to be
"beneficially owned" by the persons named in the table under Rule 13d-3
of the SEC, including shares of Common Stock that may be acquired upon
exercise of stock options that were exercisable as of December 18, 2000,
or within the next 60 days as follows: Dr. Bernard, 25,800; Mr. Power,
3,000; and Dr. Sanders, 28,800.
(2) For purposes of calculating the percentage of Common Stock beneficially
owned by any person or group, the shares issuable to such person or group
upon exercise of stock options that were exercisable as of December 18,
2000, or within the next 60 days, are considered outstanding.
(3) Excludes 10,000 shares owned by Mr. Perrino's spouse as to which Mr.
Perrino disclaims beneficial ownership and 68,315 shares held in the
401(k) Profit Sharing Plan over which Mr. Perrino has sole voting and
investment power.
(4) Shares held by Rockwell Holdings, Inc. over which Mr. Rockwell has sole
voting and investment power.
(5) Includes 550 shares owned by Dr. Sanders' spouse and 17,190 shares held
in a profit sharing plan over which Dr. Sanders has sole voting and
investment power.
4
<PAGE> 7
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors has the ultimate responsibility and authority for
the management of the Company's business, objectives and operations. It selects
the Company's executive officers, delegates authority for the conduct of the
Company's day-to-day operations to those officers, and monitors their
performance.
Six directors, constituting the entire Board of Directors, will be
elected at the Annual Meeting, each to hold office until the next Annual Meeting
of Stockholders or until his successor, if any, is elected or appointed. The
individuals who have been nominated for election to the Board of Directors at
the Annual Meeting are listed in the table below. Each of the nominees is
presently a Director of the Company.
If, as a result of circumstances not now known or foreseen, any of the
nominees are unavailable to serve as a nominee for the office of Director at the
time of the Annual Meeting, proxies may be voted either (i) for the election of
a substitute nominee who will be designated by the proxy holders or by the
present Board of Directors or (ii) for the balance of the nominees, leaving a
vacancy. Alternatively, the size of the Board may be reduced accordingly. The
Board of Directors has no reason to believe that any of the nominees will be
unwilling or unable to serve, if elected as a Director. The nominees receiving a
plurality of the votes cast at the meeting will be elected as Directors. PROXIES
SUBMITTED ON THE ACCOMPANYING PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED BELOW, UNLESS THE PROXY CARD IS MARKED OTHERWISE. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES LISTED BELOW.
NOMINEES
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
YEAR FIRST
POSITIONS WITH THE COMPANY ELECTED OR APPOINTED
NAME AGE AND PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR*
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charles W. Bernard 69 Consultant 1992
----------------------------------------------------------------------------------------------------------------
John Irvin 46 Senior Financial Manager 2000
----------------------------------------------------------------------------------------------------------------
S. R. Perrino 66 Director 1972
----------------------------------------------------------------------------------------------------------------
Philip H. Power 62 Chairman, HomeTown Communications Network, Inc. 1985
----------------------------------------------------------------------------------------------------------------
S. Kent Rockwell 56 Chairman, CEO, President 1987
----------------------------------------------------------------------------------------------------------------
John D. Sanders 62 Investor/Consultant 1982
----------------------------------------------------------------------------------------------------------------
</TABLE>
*Reflects the year first elected or appointed to the Board of Directors of S.T.
Research Corporation ("STR") or Daedalus Enterprises, Inc. ("DEI"). On June 9,
1998, a newly formed wholly-owned subsidiary of DEI merged into STR which
thereafter merged into DEI (which had on the same date changed its name to
Sensys Technologies Inc., and subsequently changed its name to Sensytech, Inc.).
This overall transaction is hereafter referred to in this Proxy Statement as the
"Merger". Messrs. Bernard, Perrino and Rockwell were elected or appointed to the
Board of Directors of the Company in June 1998 in connection with the Merger.
5
<PAGE> 8
CERTAIN INFORMATION REGARDING NOMINEES
AND EXECUTIVE OFFICERS
S. Kent Rockwell, Chairman of the Board, CEO, and President, is former
Chairman of the Board, CEO, and President of Astrotech International
Corporation, where he served from 1986 to 1997. Mr. Rockwell has served as
Chairman of Rockwell Forest Products, Inc. since 1983, Appalachian Timber
Services, Inc. since 1988, and Chairman and President of Rockwell Venture
Capital, Inc. since 1983. Mr. Rockwell previously served on the board of
Rockwell International, Inc. from 1973 to 1983.
S. R. Perrino, Director, served as Chairman of the Board, CEO, and
President of STR from its inception in 1972 until July 7, 1998. He continued to
serve as Chairman of the Board until February 9, 2000. From 1967 to 1974, Mr.
Perrino worked as a consultant to the U.S. Navy for threat warning systems, and
to various companies including STR, Systems Dynamic, Inc., and System
Consultants. From 1960 through 1967, Mr. Perrino served as Director of
Marketing/Project Engineer for Radiation Systems, Inc. where he was one of the
original founders.
Dr. Charles W. Bernard, Director, served in a number of Government
positions. He was Technical Director of the Naval Weapons Laboratory in
Dahlgren, Virginia, from 1973 to 1975, and the Naval Ordnance Laboratory in
White Oak, Maryland, from 1975 to 1977. He was Director of Land Warfare on the
staff of the Under Secretary of Defense for Research, Development and
Acquisition from 1978 to 1988. He founded the Columbia Bay Company and
co-founded K&B Engineering Associates in 1995. Dr. Bernard has been on the
boards of directors of the Naval Weapons Laboratory from 1969 to 1975, the Naval
Ordnance Laboratory from 1975 to 1977, the Naval Surface Weapons Center from
1975 to 1977, the Columbia Bay Company from 1988 to present, and K&B Engineering
Associates from 1995 to present.
Dr. John D. Sanders, Director, serves as a business consultant to
emerging technology companies. He was Chairman and Chief Executive Officer of
Tech News, Inc., a technology news publisher, from 1988 to 1996, prior to its
sale to the Washington Post Company. In addition, Dr. Sanders has been a
Registered Representative (now inactive) of Wachtel & Co., Inc., a Washington
D.C.-based stock brokerage firm, since 1968. Dr. Sanders serves on the boards of
directors of Hadron Inc., ITC Learning Corporation, and Comtex News Network,
Inc.
Mr. John Irvin, Director, is President of Innovative Benefits Consulting,
Inc., a benefits and insurance consulting firm. From 1983 through 1993, Mr.
Irvin was Vice Chairman and co-founder of Mid Atlantic Capital Group and
6
<PAGE> 9
President of Mid Atlantic Insurance Corporation, where he specialized in serving
the financial planning, asset management and insurance needs of high net worth
individuals. He also chaired the committee which oversaw mergers, acquisitions
and strategic planning for the company. Prior to that, Mr. Irvin managed his own
certified public accounting firm. He serves on the board of directors of
Partners Financial, a national producer group.
Mr. Philip H. Power, Director, has served as Chairman of HomeTown
Communications Network, Inc., Livonia, Michigan, (formerly known as Suburban
Communication Corporation) and a publisher of numerous daily and weekly
newspapers for more than 20 years. Mr. Power currently serves on the Board of
Jacobson Stores, Inc.
OTHER EXECUTIVE OFFICERS
Mr. Donald F. Fultz joined Sensytech, Inc. in July 1996 as Director of
Business Operations. In May 2000, Mr. Fultz assumed the responsibilities of
Chief Financial Officer/Treasurer. He has more than 23 years experience in
commercial, international, and Government procurement for services,
manufacturing, and development programs. Prior to joining Sensytech, Mr. Fultz
was a member of the senior staff of Booz, Allen, and Hamilton.
Mr. Donald F. Gardner has been Vice President of the Electronic Warfare
Group at Sensytech, Inc. since 1995. Mr. Gardner has been involved with a broad
spectrum of domestic and international electronic warfare systems. Previous
associations were with Argosystems, Syscon Corporation, and HRB-Singer in
various management and engineering positions.
Mr. James D. Ross has been the Vice President of the Communications Group
with Sensytech, Inc. since May 2000. Prior to this position, Mr. Ross was a
Program Manager with Sensytech providing management, business development, and
engineering expertise on a variety of programs for U.S. Government,
international, and commercial customers.
Mr. Lloyd A. Semple, Secretary, is the Chairman and Chief Executive
Officer of Dykema Gossett, a Michigan-based law firm. He has practiced general
corporate law for more than 35 years, including acquisitions, divestitures,
mergers, tender offers and financings. He has served as outside counsel for
several Michigan-based public and private business enterprises, and has served
as securities and bond counsel for several Michigan-based health care
institutions. Mr. Semple is a member of the Detroit Metropolitan Bar
Association, the American Bar Associations (Business Law Section; member of
several securities law special task forces) and the State Bar of Michigan.
7
<PAGE> 10
MEETINGS AND COMMITTEES OF THE BOARD
During the last fiscal year, the Board of Directors of the Company met a
total of four times. The Audit Committee met four times, and the Executive
Compensation/Stock Option Committee met one time. Each of the directors attended
75% or more of the aggregate number of meetings of the Board and Committees on
which he served during the last fiscal year.
The members of the Audit Committee are Messrs. Bernard, Irvin, Perrino,
Rockwell, and Sanders. All of the members of the Audit Committee are deemed to
be independent under Rule 4200(a)(15) of the National Association of Security
Dealers' listing standard, except Mr. Rockwell. The Board of Directors has
adopted a written Audit Committee charter as contained herein as Appendix I.
Generally, the Audit Committee recommends for approval by the Board of Directors
the independent auditors for each fiscal year; reviews with the independent
auditors the scope and results of the audit engagement, upon discussion with
management and the independent auditors; recommends to the Board of Directors to
include the audited financial statements in the Annual Report; and reviews any
non-audit services to be performed by the independent auditors. The Audit
Committee also examines the scope and results of the Company's procedures, the
adequacy of its system of internal accounting and financial controls, and
evaluates the independence of the independent auditors and their fees for
services.
The members of the Executive Compensation/Stock Option Committee are
Messrs. Bernard, Irvin, Power, and Sanders. The Executive Compensation/Stock
Option Committee is responsible for reviewing the performance of, and
recommending salaries and other compensation arrangements for, officers of the
Company, as well as reviewing bonus, pension and other compensation plans
prepared by management for consideration by the Board, and performing such other
functions as may be delegated to it under the provisions of any bonus, stock
option, pension or other compensation plan adopted by the Company.
The Company does not have a standing nominating committee.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed the audited financial
statements with management. It has also discussed with the independent auditors
the matters required to be discussed by SAS 61, as it has been modified or
supplemented. The Committee has received the written disclosure and the letter
from the independent accountants which is required by Independent Standards
Board Standard No. 1 (Independence Standards Board Standard No. 1 Independence
Discussions with Audit Committee), as it has been modified or supplemented, and
has discussed with the independent accountant the independent accountant's
independence. Based upon the review and the discussions described above, the
Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
last fiscal year which was filed with the Securities and Exchange Commission.
/s/ The Audit Committee
-------------------------------------------------------------------------------
Charles Bernard, John Irvin, S. R. Perrino, S. Kent Rockwell, and John Sanders
8
<PAGE> 11
COMPENSATION OF DIRECTORS
Effective June 9, 1998, outside directors receive $1,200 per quarter
with an additional payment of $300 for each Board or Committee meeting attended,
and are reimbursed for travel expenses incurred in connection with their
attendance at Board and Committee meetings. Employee directors do not receive
directors' fees.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual compensation for the years
indicated for the person who served as the Company's Chief Executive Officer
during fiscal 2000 and for the three most highly compensated executive officers
of the Company, other than the Chief Executive Officer, who served during fiscal
2000.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Name and
Principal Fiscal
Position Year Annual Compensation Long Term Compensation
--------------------------------------------------------------------------------------------------------------------------
Other Annual
Salary Bonus(1) Compensation(2) Awards Payouts
($) ($) ($)
--------------------------------------------------------------------------------------------------------------------------
Securities
Restricted Underlying
Stock Options/SARs LTIP All Other
Award(s)(3) (#) Payouts Compensation
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
S. Kent
Rockwell 2000(4) $136,536 $ 0 $ 0 $ 0 0 $ 0 $ 0
Chairman, 1999(4) $ 96,919 $ 300 $ 0 $ 0 0 $ 0 $ 0
CEO, President 1998(4) $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
--------------------------------------------------------------------------------------------------------------------------
Donald F. Fultz 2000 $120,098 $11,240 $ 4,258 $ 11,240 0 $ 0 $ 0
CFO/Treasurer 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
--------------------------------------------------------------------------------------------------------------------------
Donald F. Gardner 2000 $119,252 $11,841 $ 6,912 $ 11,841 0 $ 0 $ 0
VP, EW Group 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
--------------------------------------------------------------------------------------------------------------------------
James D. Ross 2000 $108,257 $10,524 $ 3,678 $ 10,524 0 $ 0 $ 0
VP, Communications 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Group 1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
--------------------------------------------------------------------------------------------------------------------------
Lloyd A. Semple 2000(5) $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Secretary 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Paid pursuant to the Company's Incentive Compensation Plan.
(2) Detail of amounts reported in the "Other Annual Compensation" column is
provided in the following table.
(3) Paid pursuant to the Company's Incentive Compensation Plan. Shares vest
upon one-year anniversary of the stock award.
9
<PAGE> 12
(4) Mr. Rockwell became an unpaid employee of the Company effective July 1,
1998. He began receiving compensation at an annual rate of $100,000
effective October 1, 1998, and $200,000 effective May 29, 2000.
(5) Mr. Semple is an outside Secretary for the Board of Directors.
The following table provides information regarding Other Annual
Compensation not properly categorized as salary or bonus:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
401(k)/
PENSION
OFFICER'S FISCAL PLAN EXCESS LIFE EXCESS AUTO/
NAME YEAR CONTRIBUTION INSURANCE VACATION FUEL
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
S. Kent Rockwell 2000 $5,056 $ 592 $ 0 $ 145
1999 $2,201 $ 458 $ 0 $ 0
1998 $ 0 $ 0 $ 0 $ 0
-------------------------------------------------------------------------------------------------
Donald F. Fultz 2000 $3,996 $ 262 $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0
1998 $ 0 $ 0 $ 0 $ 0
-------------------------------------------------------------------------------------------------
Donald F. Gardner 2000 $4,002 $ 506 $ 0 $2,404
1999 $ 0 $ 0 $ 0 $ 0
1998 $ 0 $ 0 $ 0 $ 0
-------------------------------------------------------------------------------------------------
James D. Ross 2000 $3,576 $ 102 $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0
1998 $ 0 $ 0 $ 0 $ 0
-------------------------------------------------------------------------------------------------
Lloyd A. Semple 2000 $ 0 $ 0 $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0
1998 $ 0 $ 0 $ 0 $ 0
-------------------------------------------------------------------------------------------------
</TABLE>
OPTIONS
The following table provides information concerning stock option
exercises in fiscal 2000 by the Named Officers and the value of their
unexercised options at September 30, 2000.
10
<PAGE> 13
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED FISCAL YEAR FISCAL YEAR
ON VALUE END (#) END ($)
EXERCISE REALIZED EXERCISABLE (E)/ EXERCISABLE (E)/
NAME (#) ($) UNEXERCISABLE (U) UNEXERCISABLE (U)
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
S. Kent Rockwell 0 $ 0 0 $ 0
---------------------------------------------------------------------------------------------------
Donald F. Fultz 0 $ 0 6,000 (E) $ 24,000 (E)
---------------------------------------------------------------------------------------------------
Donald F. Gardner 0 $ 0 5,000 (E) $ 20,000 (E)
---------------------------------------------------------------------------------------------------
James D. Ross 0 $ 0 6,000 (E) $ 24,000 (E)
---------------------------------------------------------------------------------------------------
Lloyd A. Semple 0 $ 0 3,000 (E) $ 12,000 (E)
---------------------------------------------------------------------------------------------------
</TABLE>
INCENTIVE COMPENSATION PLAN
The Company has adopted an Incentive Compensation Plan for all employees,
including executive officers, under which performance targets are established
for each fiscal year. Each employee earns an incentive bonus consisting of a
combination of a cash payment and shares of Company Common Stock. Mr. Rockwell
does not participate in the Incentive Compensation Plan.
TERMINATION AGREEMENTS
Dr. Joseph C. Hassab, a former executive officer of the Company, and the
Company entered into a Separation Agreement and Release of Claims dated
September 21, 2000 (the "Agreement"). Under the Agreement, the Company agreed to
pay Dr. Hassab $209,600 salary for two years and a $152,109 annual lump sum
payment for two years commencing May 24, 2000. In addition, Sensytech will
maintain Dr. Hassab's health benefits for two years from the date of termination
through May 2002.
Thomas R. Ory and Charles G. Stanich voluntarily retired and resigned,
respectively, their employment with the Company, and received three months
salary each.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). They are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on its review of the copies
of such forms received by it, or written representations from certain reporting
persons that no other reports were required for fiscal year 2000, the Company
believes that all Section 16(a) filing requirements applicable to the directors,
officers and 10% stockholders were complied with.
11
<PAGE> 14
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has, upon recommendation of the Audit Committee,
selected PricewaterhouseCoopers LLP as independent auditors of the Company for
the fiscal year ending September 30, 2000, and has further directed that the
selection of such auditors be submitted for ratification by the stockholders at
the Annual Meeting. PricewaterhouseCoopers LLP has been the independent auditors
of the Company since the Merger.
During the Company's two most recent fiscal years, there has been no
reportable event as defined in Regulation S-B Item 304(s)(1)(v).
The Company engaged PricewaterhouseCoopers LLP (formerly Coopers &
Lybrand, L.L.P.) as the Company's new independent accountants as of June 9,
1998. PricewaterhouseCoopers LLP had served as the independent accountants of
STR for fiscal year ended September 30, 1997. The Company has been advised by
PricewaterhouseCoopers LLP that neither the firm nor any of its associates had
any relationship with the Company other than the usual relationship that exists
between independent certified public accountants and their clients during the
last fiscal year. Representatives of PricewaterhouseCoopers LLP will attend the
meeting, at which time they may make any statement they consider appropriate and
will respond to appropriate questions raised at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE FOR
APPROVAL OF THE PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS.
GENERAL
At the date of this Proxy Statement, management is not aware of any
matters to be presented for action at the meeting other than those described
above. However, if any other matters should come before the Annual Meeting, it
is the intention of the persons named in the accompanying proxy to vote such
proxy in accordance with their judgment on such matters.
STOCKHOLDER PROPOSALS FOR YEAR 2002 ANNUAL MEETING
Proposals by stockholders, which are intended to be presented at the
Company's 2002 Annual Meeting of Stockholders, must be submitted in writing to
the Secretary of the Company no later than September 5, 2001. The submission of
a stockholder proposal does not guarantee that it will be included in the
Company's proxy statement for the next annual meeting.
By Order of the Board of Directors
/s/ Lloyd A. Semple
---------------------------------------
Lloyd A. Semple
Secretary
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APPENDIX I. SENSYTECH, INC. AUDIT COMMITTEE CHARTER
FUNCTION OF THE COMMITTEE:
The Committee will assist the Board in fulfilling the Board's oversight
responsibilities relating to accounting for the Corporation's financial position
and results of operations, as well as such other matters as may from time to
time be specifically delegated to the Committee by the Board.
While the Committee has the powers and responsibilities set forth in this
Charter and the Corporation's Articles of Incorporation, it is not the
responsibility of the Committee to plan or conduct audits or to determine that
the Corporation's financial statements are complete and accurate or are in
compliance with generally accepted accounting principles, which is the
responsibility of management and the outside auditors. Likewise, it is not the
responsibility of the Committee to conduct investigations, to resolve disputes,
if any, between management and the outside auditors or to assure compliance with
laws or the Corporation's corporate compliance program or code of ethics.
COMPOSITION OF THE COMMITTEE:
REQUIREMENTS. The Committee will consist of at least three Board members.
Each member of the Committee must be, in the opinion of the Board, free of any
relationship that would interfere with the exercise of independent judgment in
carrying out the responsibilities as a Committee member. In determining
independence, the Board will observe the requirements of Rules 4200(a)(15) and
4310(c)(26) of the NASD Manual.
Each member of the Committee must be able to read and understand
fundamental financial statements, including the Corporation's balance sheet,
income statement, and cash flow statement or must become able to do so within a
reasonable period of time after appointment to the Committee.
At least one member of the Committee must have had past employment
experience in finance or accounting, requisite professional certification in
accounting or any other comparable experience or background that results in that
individual's financial sophistication. Such experience may include being or
having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities.
APPOINTMENT. The Board will appoint the members of the Committee. The
Board will, or will delegate to the members of the Committee the responsibility
to, appoint a Chairman of the Committee. The Chairman of the Committee will, in
consultation with the other members of the Committee, the Corporation's outside
auditors and the appropriate officers of the Corporation, be responsible for
calling meetings of the Committee, establishing agenda therefore and supervising
the conduct thereof.
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<PAGE> 16
OUTSIDE AUDITORS:
The outside auditors for the Corporation are ultimately accountable to
the Board and the Committee. The Committee and the Board have the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace
the outside auditors. Alternatively, the Committee and the Board may nominate
the outside auditors to be proposed for stockholder approval in any proxy
statement.
RESPONSIBILITIES OF THE COMMITTEE:
The Committee will:
1. Recommend Outside Auditors: Recommend to the Board annually, and at
other appropriate times, the firm to be retained as the
Corporation's outside auditors.
2. Review Independence of Outside Auditors: In connection with
recommending the firm to be retained as the Corporation's outside
auditors, review the information provided by management and the
outside auditors relating to the independence of such firm,
including, among other things, information related to the non-audit
services provided and expected to be provided by the outside
auditors.
The Committee is responsible for (1) ensuring that the outside
auditors submit on a periodic basis to the Committee a formal
written statement delineating all relationships between the auditors
and the Corporation consistent with Independence Standards Board
Standard No. 1, (2) actively engaging in dialogue with the outside
auditors with respect to any disclosed relationship or service that
may impact the objectivity and independence of the outside auditors,
and (3) taking, or recommending that the Board take, appropriate
action to oversee the independence of the outside auditors.
3. Review Audit Plan: Review with the outside auditors their plans for,
and the scope of, their annual audit and other examinations.
4. Conduct of Audit: Discuss with the outside auditors the matters
required to be discussed by Statement on Auditing Standards No. 61
relating to the conduct of the audit.
5. Review Audit Results: Review with the outside auditors the report of
their annual audit, or proposed report of their annual audit, the
accompanying management letter, if any, the reports of their reviews
of the Corporation's interim financial statements conducted in
accordance with Statement on Auditing Standards No. 71, and the
reports of the results of such other examinations outside of the
course of the outside auditors' normal audit procedures that the
outside auditors may from time to time undertake.
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<PAGE> 17
6. Review Financial Statements: Review with appropriate officers of the
Corporation and the outside auditors the annual and quarterly
financial statements of the Corporation prior to public release
thereof.
7. Review Internal Audit Plans: Review with the senior internal
auditing executive and appropriate members of the staff of the
internal auditing department the plans for and the scope of their
ongoing audit activities.
8. Review Systems of Internal Accounting Controls: Review with the
outside auditors, the General Counsel and, if and to the extent
deemed appropriate by the Chairman of the Committee, members of
their respective staffs the adequacy of the Corporation's internal
accounting controls, the Corporation's financial, auditing and
accounting organizations and personnel and the Corporation's
policies and compliance procedures with respect to business
practices.
9. Review Recommendations of Outside Auditors: Review with the
appropriate members of the staff and management recommendations made
by the outside auditors, as well as such other matters, if any, as
such persons or other officers of the Corporation may desire to
bring to the attention of the Committee.
10. Securities Exchange Act: Obtain assurance from the outside
auditors that Section 10A of the Securities Exchange Act has not
been implicated.
11. Review Other Matters: Review such other matters in relation to the
accounting, auditing and financial reporting practices and
procedures of the Corporation as the Committee may, in its own
discretion, deem desirable in connection with the review functions
described above.
12. Board Reports: Report its activities to the Board in such manner and
at such times as it deems appropriate.
MEETINGS OF THE COMMITTEE:
The Committee shall meet at least four times annually, or more frequently
as it may determine necessary, to comply with its responsibilities as set forth
herein. The Committee may request any officer or employee of the Corporation or
the Corporation's outside legal counsel or outside auditors to attend a meeting
of the Committee or to meet with any members of, or consultants to, the
Committee. The Committee may meet with management, the outside auditors and
others in separate private sessions to discuss any matter that the Committee,
management, the outside auditors or such other persons believe should be
discussed privately.
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CONSULTANTS:
The Committee may retain, at such times and on such terms as the
Committee determines in its sole discretion and at the Corporation's expense,
special legal, accounting or other consultants to advise and assist it in
complying with its responsibilities as set forth herein.
ANNUAL REPORT:
The Committee will prepare, with the assistance of management, the
outside auditors and outside legal counsel, a report for inclusion in the
Corporation's proxy or information statement relating to the annual meeting of
security holders at which directors are to be elected that complies with the
requirements of the federal securities laws.
ANNUAL REVIEW OF CHARTER:
The Committee will review and reassess, with the assistance of
management, the outside auditors and outside legal counsel, the adequacy of the
Committee's Charter at least annually.
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<PAGE> 19
PROXY PROXY
2001 ANNUAL STOCKHOLDERS' MEETING
SENSYTECH, INC.
The 2001 Annual Meeting of Stockholders of Sensytech, Inc. will be held
at the main office of Sensytech, Inc., 8419 Terminal Road, Newington, Virginia,
on Wednesday, February 14, 2001, at 10:00 a.m., local time. The undersigned
hereby constitutes and appoints Joseph T. Houston and Priscilla A. Lyles, or
either of them, with power of substitution, as attorneys and proxies to appear
and vote, as designated below, all of the shares of Common Stock of Sensytech,
Inc. that the undersigned is (are) entitled to vote at the 2001 Annual Meeting
and at any adjournments thereof, upon the following matters which are being
proposed by the Company:
1. Election of Directors. For the election as directors of all nominees
listed below (except as marked to the contrary): [ ]
<TABLE>
<S> <C>
[ ] Charles W. Bernard; [ ] John Irvin; [ ] S. R. Perrino; [ ] Philip H. Power;
[ ] S. Kent Rockwell; [ ] John D. Sanders
</TABLE>
Withhold authority for the following:
<TABLE>
<S> <C>
[ ] Charles W. Bernard; [ ] John Irvin; [ ] S. R. Perrino; [ ] Philip H. Power;
[ ] S. Kent Rockwell; [ ] John D. Sanders
</TABLE>
Withhold authority for all nominees: [ ]
2. Ratification of selection of independent auditors. To ratify the
selection of PricewaterhouseCoopers LLP as the Company's independent accountants
for the 2001 Fiscal Year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 20
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED; IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES. IN THEIR
DIRECTION, THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING, INCLUDING THE ELECTION OF ANY PERSON TO
THE BOARD OF DIRECTORS WHERE A NOMINEE NAMED IN THE PROXY STATEMENT DATED
JANUARY 12, 2001 IS UNABLE TO SERVE OR, FOR GOOD CAUSE, WILL NOT SERVE.
I (we) acknowledge receipt of the Notice of Annual Meeting of Stockholders and
the Proxy Statement dated January 12, 2001, and the 2000 Annual Report to
Stockholders and ratify all that the proxies, or either of them, or their
substitutes may lawfully do or cause to be done by virtue hereof and revoke all
former proxies.
---------------------------------------------
Signature Date
---------------------------------------------
Signature Date
NOTE: Please sign exactly as name(s)
appear(s) on stock records. When signing as
attorney, administrator, trustee, guardian or
corporate officer, please so indicate.
Comments/Address Changes:
I/We plan to attend the Annual Meeting. ________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF SENSYTECH, INC.
2
