DBA SYSTEMS, INC.
1200 SOUTH WOODY BURKE ROAD
P.O. BOX 550
MELBOURNE, FLORIDA 32902-0550
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 12, 1997
Notice is hereby given that the Annual Meeting of Shareholders (the "Meeting")
of DBA Systems, Inc. (the "Company"), a Florida corporation, will be held at
the DBA Conference Facility, Granada Center, 1101 W. Hibiscus Blvd., Melbourne,
Florida on November 12, 1997 at 1:00 p.m., local time, for the purpose of
considering and acting upon the following matters:
1. To elect three Class I Directors.
2. To approve the selection of Deloitte & Touche LLP, Orlando, Florida
as the Company's Independent Certified Public Accountants for the
1998 fiscal year.
3. To consider and act upon any other matters which may properly come
before the Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on September 30, 1997
as the record date for determination of shareholders entitled to notice of and
to vote at the Meeting or any adjournments thereof. On September 30, 1997, the
Company had outstanding 4,422,062 shares of common stock, par value $.10 per
share. The transfer books of the Company will not be closed.
SHAREHOLDERS ARE URGED TO FILL IN, DATE, SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED PREPAID
ENVELOPE. It is desirable that as many shareholders as possible be represented
at the Meeting. Consequently, whether or not you now expect to be present,
please execute and return the enclosed Proxy. You have the power to revoke
your Proxy at any time before it is voted, and the giving of a Proxy will not
affect your right to vote in person if you attend the Meeting.
By Order of the Board of Directors,
(signature)
John L. Slack
Chairman of the Board, President,
Chief Executive Officer
October 10, 1997
<PAGE>1
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to shareholders of DBA Systems, Inc., a
Florida corporation (the "Company" or "DBA"), in connection with the
solicitation, on behalf of the Company's Board of Directors, of proxies to be
used at the Annual Meeting of Shareholders (the "Meeting") to be held at the
DBA Conference Facility, Granada Center, 1101 W. Hibiscus Blvd., Melbourne,
Florida at 1:00 p.m. on November 12, 1997, and at any adjournments thereof.
The Notice of Annual Meeting, Proxy Statement and form of Proxy are first
being sent to shareholders on or about October 10, 1997.
Your proxy is solicited on behalf of the Board of Directors. The cost of
solicitation of proxies, including the cost of preparing and mailing the
Notice of Annual Meeting, Proxy Statement and form of Proxy, will be borne by
the Company. Employees of the Company, at no additional compensation, may
communicate with shareholders to solicit their proxies. The Company does not
intend to use specially engaged employees of the Company, or other paid
solicitors, in the solicitation of proxies. Brokers and others holding stock
in their names, or in the names of nominees, may be requested to forward copies
of the proxy soliciting material to beneficial owners and to seek authority
for execution of proxies; the Company will reimburse those persons for their
reasonable out-of-pocket expenses.
Enclosed is an Annual Report to shareholders for the fiscal year ending June
30, 1997, which contains financial and other information pertaining to the
Company. The Annual Report is not part of the proxy soliciting material.
The Meeting has been called for the purpose of considering and acting upon
the following matters:
1. To elect three Class I Directors.
2. To approve the selection of Deloitte & Touche LLP, Orlando, Florida
as the Company's Independent Certified Public Accountants for the
1998 fiscal year.
3. To consider and act upon any other matters which may properly come
before the Meeting and any adjournments thereof.
Voting rights are vested exclusively in the holders of the Company's common
stock ("Common Stock"), with each share entitled to one vote on each matter
coming before the Meeting. Only shareholders of record as of the close of
business on September 30, 1997 will be entitled to receive notice of and to
vote at the Meeting. On the record date, the Company had 4,422,062 outstanding
shares of Common Stock.
The presence, in person or by proxy, of a majority of shares entitled to vote
shall constitute a quorum. Assuming that a quorum is present or represented
at the Meeting, the vote of a plurality of the shares present or represented
at the Meeting will be required for the election of a director, and the vote
of a majority of the shares present or represented at the Meeting will be
required for approval of all other matters listed above. For purposes of
determining the number of votes cast with respect to any matter, only those
cast "for" or "against" are included. Abstentions and broker non-votes are
counted only for purposes of determining whether a quorum is present at the
Meeting.
<PAGE>2
The enclosed proxy, solicited on behalf of the Board of Directors, if properly
executed and not revoked, will be voted at the Meeting and where a specification
is made therein, will be voted in accordance with such specification. The proxy
may be revoked prior to the exercise of the powers conferred by the proxy by
filing with the Secretary of the Company an instrument revoking it, by a duly
executing a proxy bearing a later date or by attending the Meeting and
personally voting.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of Directors
consists of three classes elected for three-year terms on a staggered basis,
with approximately one-third of the total number of directors being elected at
each Annual Meeting. Pursuant to these requirements, the Board of Directors
has nominated three individuals to serve as Class I Directors. The three
Class I nominees receiving the greatest number of votes cast by the holders
of Common Stock will be elected as directors for a term of three years. Each
individual elected will continue to serve until a successor is elected and
qualified or his term of office shall have been otherwise terminated as
provided by the Bylaws. The enclosed proxy cannot be voted for a greater
number of persons than the number of nominees named herein.
If for any reason a nominee shall become unavailable for election, the proxy
will be voted for a nominee selected by the Board of Directors. The Company
knows of no reason why the nominees will not be available for election.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Common Term
Stock % of of
Year Beneficially Outstanding Office
Principal Became a Owned as of Common (in
Name Age Occupation Director 9/1/97(1) Stock years)(2)
CLASS I
Mr. Thomas J. 64 International 1996 0 3
Boyce, Jr. Banking
Consultant
Dr. Lynn E. 67 President, 1989 6,000(3) .14% 3
Weaver Florida Institute
of Technology
(Florida Tech)
Mr. James E. 62 Business 1997 0 3
Pruitt Management Consultant
</TABLE>
<PAGE>3
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Common Term
Stock % of of
Year Beneficially Outstanding Office
Principal Became a Owned as of Common (in
Name Age Occupation Director 9/1/97(1) Stock years)2
CLASS II
Dr. Richard N. 60 President 1993 28,400 .64% 2
Baney CEO, Health First
Physicians, Inc.
Mr. William C. 56 President, 1981 6,633(4) .15% 2
Potter Potter, McClelland,
Marks & Healy, P.A.
CLASS III
Mr. John L. 59 Chairman of the 1989 260,248(5) 5.76% 1
Slack the Board,
President and
CEO of the Company
Amb. Robert F.71 Managing 1989 10,00 (6) .23% 1
Ellsworth Director
The Hamilton Group LLC
President and CEO of
the Sokol Group
</TABLE>
1 Unless otherwise indicated in the following notes, the persons herein have
sole voting and investing power with respect to shares shown as being
beneficially owned by them.
2 All directors are elected for three year terms. The years set forth next to
Class II and Class III Directors represent the remaining term of office.
3 Includes options for 5,000 shares.
4 Includes options for 5,000 shares.
5 Includes options for 95,000 shares. Excludes 3,000 shares owned by Mr.
Slack's wife as to which shares he disclaims any beneficial interest and
options for 25,000 shares exercisable in the event the Company is sold
during Mr. Slack's tenure as President upon terms and price acceptable to the
stockholders of the Company.
6 Includes options for 5,000 shares.
<PAGE>4
DIRECTORS' BACKGROUND AND EXPERIENCE
NOMINEES FOR ELECTION
CLASS I
MR. THOMAS J. BOYCE, JR. served until 1995 as the President of Saugatuck
Securities Ltd., a private investment bank. Prior to that, he was the
President of Refco, Inc., an international financial services firm. Other
positions include that of consultant to Quaker Oats Co., Vice-Chairman and COO
of Ward Foods, Inc., and CFO of The Beatrice Company. He is a former member
of the Boards of Directors of Refco, Inc., Ward Foods, Inc., Honiron -
Philippines Inc., Plymouth Rock Provision Co., Atarraya, S.A., Beatrice
Overseas Finance, Ltd., Chamberlain Manufacturing Co., Cape Canaveral Hospital
Foundation and Buena Vida Estates, Inc. As a director of Chamberlain Mfg. Co.,
he worked closely with management over a ten-year period to diversify the
profitable defense contractor into consumer products. Mr. Boyce holds a BA in
Economics from La Salle University and a MBA in Finance from the Harvard
Business School and has completed post-graduate studies in Strategic Corporate
Planning at Stanford University.
MR. JAMES E. PRUITT until recently was Chairman and President of Opto-
Mechanik, an electro-optical manufacturing firm. Prior to that he was Chief
Executive Officer of Quipp, Inc., a graphics machinery company. Previously,
he was Chairman and Chief Executive of Harris Graphics, a $400 million graphics
equipment company. He had been with Harris Corporation for 27 years, where
last he was Sector Executive for Printing Equipment. He currently operates
as a business management consultant from a Melbourne office. Mr. Pruitt has a
Masters degree from the Florida Institute of Technology and a Bachelors degree
from Georgia Tech. In 1995 he was named to Georgia Tech's Academy of
Distinguished Alumni, and in 1996 received the C.H.I.E.F. Award from the
Independent Colleges and Universities of Florida. He is a member of the
Board of Trustees of the Florida Institute of Technology.
DR. LYNN E. WEAVER is President of the Florida Institute of Technology (Florida
Tech), Melbourne, Fl. Prior to his appointment at Florida Tech, Dr. Weaver
served in senior academic administrative positions including Department Head,
University of Arizona; Associate Dean, University of Oklahoma; School Director,
Georgia Institute of Technology; and Dean, Auburn University. He has held
offices in a number of national professional organizations and is a Fellow of
the American Nuclear Society. Dr. Weaver is a Registered Professional Engineer
and received his Bachelor's degree in Electrical Engineering from the
University of Missouri, a Master's degree in Electrical Engineering
from Southern Methodist University and his Ph.D. from Purdue University.
<PAGE>5
CONTINUING DIRECTORS
DR. RICHARD N. BANEY is President and CEO of Health First Physicians, Inc., a
primary care medical group based in Melbourne, FL. He is a trustee of Florida
Tech and a director of The Bank Brevard. He was a founding director and
chairman of Reliance Bank of Florida from 1985 to 1995. Dr. Baney attended
Georgetown University, Washington, D.C. and the University of Pittsburgh
School of Medicine. He served as a medical officer in the U.S. Navy from
1964 to 1967.
AMBASSADOR ROBERT F. ELLSWORTH Managing Director, The Hamilton Group LLC;
President and Chief Executive Officer of The Sokol Group; and a director of
Price Communications Corporation, New York City; and of Voice Compression
Technology, Inc., Greenwich, CT. He served three terms as a member of
Congress from 1961 to 1967. He was U.S. Ambassador to NATO from 1969 to 1971,
a general partner with Lazard Freres & Co. from 1971 to 1974, Assistant
Secretary of Defense from 1974 to 1975 and Deputy Secretary of Defense from
1975 to 1977. Mr. Ellsworth is also a member of various professional
societies including the International Institute for Strategic Studies in
London, the Atlantic Council of the U.S. in Washington, and the Council on
Foreign Relations in New York.
MR. WILLIAM C. POTTER is President of Potter, McClelland, Marks & Healy,
P.A., a law firm, which was founded in November 1986 and is legal counsel to
the Company. He is a graduate of Brown University and the University of
Michigan Law School. Mr. Potter is a member of the Advisory Board of First
Union National Bank of Florida. Mr. Potter also served as Chairman of the
Board of Trustees of Florida Tech and is counsel for the Melbourne Airport
Authority. Mr. Potter holds the rank of Colonel in the U.S. Air Force Reserve.
MR. JOHN L. SLACK is Chairman of the Board, President and Chief Executive
Officer of the Company. He was Deputy Assistant Secretary of Defense for
Intelligence between 1975 and 1977. From 1977 until he formed his own
consulting business in 1979, Mr. Slack was Vice President of Martin Marietta
Aerospace Corporation. Since 1979, he has acted as consultant to such
clients as the Congress of the United States (Appropriations Committee), the
Department of Defense, and the U.S. Air Force Deputy Chief of Staff on
defense-related technology matters. From October 1985 through August 1989,
Mr. Slack was President and a director of ARDAK Corporation, a company which
builds inexpensive space systems and supports major aerospace companies in
strategic planning. Mr. Slack is currently a director of ARDAK Corporation.
Mr. Slack is certified as an engineer, a cryptomathematician, a data systems
analyst and a signals analyst. He is a recipient of the DoD Distinguished
Civilian Service Medal and the Joint Services Commendation Medal. Mr. Slack
was elected as the President and Chief Executive Officer of DBA Systems, Inc.
in August 1989 and Chairman of the Board of Directors in February 1990.
<PAGE>6
COMMITTEES OF THE BOARD
The standing committees established by the Board of Directors to assist in
the discharge of its responsibilities are described in the paragraphs below.
Committee membership is reported as of the Company's fiscal year ended June
30, 1997.
The Executive Committee consisted of five members: Mr. John L. Slack,
Chairman; Dr. Richard N. Baney; Mr. Thomas J. Boyce, Jr.; Mr. William C. Potter
and Dr. Joseph A. Boyd until he resigned in November 1996. When the Board is
not in session, the committee has the power to direct and manage the business
and affairs of the Company in cases for which specific directions have not
been given by the Board of Directors. The committee met one time in fiscal
year 1997.
The Audit Committee consisted of four members: Mr. William C. Potter,
Chairman; Dr. Richard N. Baney; Mr. Thomas J. Boyce, Jr. and Dr. Lynn E.
Weaver. The committee meets with financial management and the Company's
independent public accountants to review the work of each and to ensure that
each is properly discharging its respective responsibilities. The independent
public accountants have free access to the Audit Committee without management
representatives present to discuss the results of their examination and their
opinions on the adequacy of internal controls and quality of financial
reporting. The committee recommends to the Board of Directors the selection of
the firm of independent public accountants to audit the books and accounts of
the Company, The committee met one time in fiscal year 1997.
The Compensation Committee consisted of four members: Amb. Robert F. Ellsworth,
Chairman, Dr. Richard N. Baney; Mr. Thomas J. Boyce, Jr. and Dr. Lynn E.
Weaver. The committee recommends the salaries of the Chairman of the Board,
Chief Executive Officer and the non-wage benefits and perquisites for officers
and key employees. It also oversees the overall compensation structure for
all employees. The committee met one time in fiscal year 1997.
The Corporate Technology Committee consisted of four members: Dr. Lynn E.
Weaver, Chairman; Dr. Richard N. Baney; Mr. John L. Slack and Dr. Joseph A.
Boyd until he resigned in November 1996. The Corporate Technology Committee
reviews and approves the strategic business plans of the Company as well as
considering potential merger/acquisition opportunities. The committee did
not meet in fiscal year 1997.
The Finance Committee consisted of four members: Mr. Thomas J. Boyce, Jr.,
Chairman; Amb. Robert F. Ellsworth; Mr. William C. Potter and Dr. Joseph A.
Boyd until he resigned in November 1996. The Finance Committee reviews and
approves the proposed budgets for the Company as well as overseeing the
financing and banking relationships of the Company. The committee did not
meet in fiscal year 1997.
During fiscal year 1997 the Board of Directors had four regular meetings, two
special meetings, and two telephonic meetings. All directors attended 75
percent of the Board of Directors and committee meetings. The Company has no
nominating committee.
<PAGE>7
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION
Overview
The Compensation Committee of the Board of Directors is composed of three of
the Company's five outside directors and is responsible for setting and
administering policies that govern executive compensation and stock option
programs.
The Company has an executive compensation package that is driven by the overall
performance of the Company and the individual performance of the executive.
The measures of the Company's performance include revenues, new business
bookings and net income.
Form of Compensation
DBA provides its executive officers with a compensation package consisting of
base salary and variable incentive pay. In setting total compensation, the
committee considers individual and Company performances as well as market
information in the form of published survey data. The market data consists
primarily of base salary and total cash compensation rates, as well as
incentive bonus and stock programs, set forth in the Executive Compensation in
the Electronics Industry survey as published by the American Electronics
Association.
Specific executive compensation elements are:
* Base salary. Base salary ranges are reviewed annually using published salary
survey data from the survey referenced above. Salary increases are awarded
annually based on the committee's evaluation of the individual performance,
as well as market-competitive considerations.
* Bonus plan. The Company's bonus plan provides a short-term incentive, in the
form of a bonus, that varies according to the Company's achievement of
revenues, new business bookings and after tax profit goals set by the Board
of Directors. This plan will effectively pay executives at or above market
when a high level of corporate performance and shareholder value is achieved,
and less than market when results are below expectations. If less than 100%
of budgeted goals are achieved, no bonus is paid. This effectively puts a
significant amount of cash compensation at risk, dependent on achievement of
budget goals.
* Long term incentives. Longer term incentives are provided through a stock
option plan, with options generally vesting over three years, which rewards
executives through growth in value of the Common Stock.
<PAGE>8
Fiscal Year 1997 Compensation
Compensation for the Company's Chief Executive Officer was set according to the
established compensation philosophy described herein. The Chief Executive
Officer's base salary was a function of surveyed competitive base compensation
in addition to a merit increase determined by evaluating fiscal year 1997
corporate performance as described.
Options for 30,000 shares were granted to the Chief Executive Officer during
fiscal year 1997. Such grants were based on the established compensation
philosophy described herein. Determination of the number of such options
awarded was based on the Committee's subjective assessment of the Chief
Executive Officer's performance.
COMPENSATION COMMITTEE
Ambassador Robert F. Ellsworth
Dr. Richard N. Baney
Mr. Thomas J. Boyce
Dr. Lynn E. Weaver
<PAGE>9
SUMMARY COMPENSATION TABLE
The following table shows the total annual and long-term compensation of the
Chief Executive Officer (the only executive officer to receive total salary
and bonus in excess of $100,000 during the fiscal year ended June 30, 1997)
for services rendered during the fiscal years ended June 30, 1997, 1996 and
1995.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Long Term
Annual Compensation Compensation
Name and Securities All Other
Principal Underlying Options Compensation
Position Year Salary($) Bonus($)(a) (#)(b) ($)(c)
John L. Slack 1997 $217,298 0 30,000 $10,809
President/CEO 1996 $216,466 0 30,000 $7,949
1995 $204,937 $49,992 30,000 $7,947
</TABLE>
(a) The bonus distribution plan was structured whereby the executive received
approximately 41% of the bonus in September 1995, 33% in September 1996
and 26% in September 1997. Distribution of payments may vary slightly
from the plan.
(b) The number of options granted during the covered fiscal year.
(c) Includes Company contributions of $3,407 to the Employee Retirement Plan,
$3,955 to the 401(k) plan and $3,447 in life insurance premiums paid by
the Company. Such contributions to the individual listed totaled
$10,809 for fiscal year 1997.
OPTION GRANTS IN LAST FISCAL YEAR
The table below shows information regarding grant of stock options made to the
Chief Executive Officer under the Company's 1992 Employee Incentive Stock
Option Plan during the fiscal year ended June 30, 1997. The potential
realizable value of the option is based solely on arbitrarily assumed rates
of appreciation required by applicable SEC regulations. Actual gains, if any,
on option exercises are dependent on the future performance of the Common
Stock and overall stock market conditions.
<TABLE>
<CAPTION>
Potential Realized
Value at Assumed
Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
<S> <C> <C> <C> <C> <C> <C>
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Option Employees in Base Price Expiration
Name Granted (#)1 Fiscal Year ($/Sh) Date 5%($) 10%($)
John L. Slack 30,000 32.70 $4.88 12/31/99 $27,212 $59,336
</TABLE>
(1) Options granted under this Plan have a three-year term and may be exercised
33%, 33% and 34% on or after December 31 of the first, second and third year,
respectively, from the date of grant. Such shares may not be sold from two
years from the date of grant and one year from the date of acquisition. The
option price is equal to the market price of the Company's stock on the date of
grant.
<PAGE>10
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES
The following table summarizes for the Chief Executive Officer the number of
stock options exercised during the fiscal year ended June 30, 1997, the
aggregate dollar value realized upon exercise, the total number of unexercised
options held at June 30, 1997, and the aggregate dollar value of in-the-money,
unexercised options, if any, held at June 30, 1997.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at FY-End(#) at FY-End($)
<S> <C> <C> <C> <C>
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized($) Unexercisable Unexercisable (a)
John L. Slack 27,000 $50,490 65,000/30,000 $59,800/$12,400
</TABLE>
(a) Value of unexercised, in-the-money options at fiscal year-end is the
difference between its exercise price and the fair market value of the
underlying stock on June 30, 1997, which was $5.50 per share.
COMPENSATION OF EXECUTIVES AND DIRECTORS
Compensation of Directors
The non-employee Directors of the Company receive an annual retainer of $8,000,
payable on a quarterly basis, plus $500 per meeting not to exceed $1,000 per
day. In addition, the Directors participate in the Directors' Stock Option
Plan, under which there were no options issued during fiscal year 1997.
Employment Contracts and Change in Control Arrangement
A compensation agreement between the Company and Mr. Slack provides for a
Company-furnished automobile. The agreement also provides for the bonus grant
of Company stock based on the market price of the Company stock achieving the
following levels:
<TABLE>
<CAPTION>
<C> <C>
Bonus Shares Company Stock Price(1)
2,000 $14.00 per share
2,000 $16.00 per share
2,000 $18.00 per share
2,000 $20.00 per share
</TABLE>
(1) The agreement stated that the price must be achieved and retained for at
least four consecutive weeks.
<PAGE>11
Mr. Slack has also received an option for 25,000 shares which will be
exercisable in the event the Company is sold during his tenure as President
upon terms and price acceptable to the shareholders of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. William C. Potter is President of the law firm of Potter, McClelland,
Marks & Healy, P.A. and is legal counsel to the Company. The amount accrued
or paid to this firm for legal services in fiscal year 1997 was approximately
$11,965.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the"Act") requires the
Company's directors and executive officers, as well as persons who own more
than ten percent of a registered class of a company's equity securities, to
file with the SEC initial reports of ownership and report changes in ownership
of Common Stock and other equity securities of the Company. Directors,
executive officers and more than ten percent owners are required by SEC
regulation to furnish the Company with copies of all such filings which they
make under Section 16(a) of the Act.
Based on a review of Company records, one member of the Board of Directors filed
the required Form 4 concerning stock trades outside of the specified reporting
period. Dr. Richard N. Baney's transactions for the month of October 1996 due
on November 10, 1996 was filed on December 2, 1996.
<PAGE>12
FIVE YEAR SHAREHOLDER RETURN COMPARISON
The performance graph set forth below compares the cumulative five-year total
return for the Common Stock with the NASDAQ Stock Market Index and NASDAQ
Electronic Components Index. Returns are based on the change in month-end to
month-end price and assume reinvested dividends. These calculations assume
the value of an investment in the Common Stock, the NASDAQ Stock Market Index
and the NASDAQ Electronic Component Index each was $100 on June 30, 1992.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG DBA SYSTEMS,INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ ELECTRONIC COMPONENTS INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
6/92 6/93 6/94 6/95 6/96 6/97
DBA SYSTEMS, INC. 100 86 93 161 111 122
NASDAQ STOCK MARKET-U.S. 100 126 127 169 218 265
NASDAQ ELEC COMPONENTS 100 172 190 391 414 679
</TABLE>
$100 invested on 6/30/92 in stock or index including reinvestment of dividends.
Fiscal Year Ending June 30.
<PAGE>13
SECURITY OWNERSHIP
Information regarding beneficial ownership of the Common Stock by the Company's
directors and executive officers is set forth herein under the captions
"Election of Directors -- Nominees for Election to the Board of Directions",
"Continuing Directors" and "Executive Officers". The following shareholders
reported that they owned in excess of 5% of the outstanding Common Stock as of
September 1, 1997. Unless otherwise indicated, each of the shareholders listed
below has sole voting and sole investing power with respect to the shares listed
opposite such shareholder's name.
<TABLE>
<CAPTION>
<S> <C> <C>
Amount of Percent
Name and Address Beneficial Ownership of Class
Norman J. Wechsler 1,490,127 33.70%
39 Broadway
New York, NY 10006
Kathryn A. Eckstein 400,000 9.05%
614 West Front Street
Cassville, WI 53806
John L. Slack 260,248 (1) 5.76%
745 Beach Street
Satellite Beach, FL 32937
All directors and 387,684 (2) 8.41%
executive officers
as a group
</TABLE>
(1) Includes 95,000 shares issuable upon exercise of options. Excludes options
for 3,000 shares owned by Mr. Slack's wife as to which shares, he disclaims any
beneficial interest and options for 25,000 shares exercisable in the event the
Company is sold during Mr. Slack's tenure as President upon terms and price
acceptable to the stockholders of the Company.
(2) Includes 185,000 shares issuable upon exercise of options.
<PAGE>14
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Common
Stock % of
Beneficially Outstanding
Owned Common
Name Age Position with Company as of 9/1/97 Stock
John L. Slack 59 Chairman of the Board, 260,248(1) 5.76
President & CEO
Dudley J. Gordon 61 Divisional Vice President 30,203(2) .68
for Operations
Charles B. Robertson 51 Vice President of 30,000(3) .67
Administration,
Corporate Secretary
Edward M. Bielski 45 Corporate Controller 6,200(4) .14
Terry R. Sargent 44 Vice President of Business 10,000(5) .23
Development
</TABLE>
(1) See "Election of Directors -- Continuing Directors" for a description of
the components comprising common stock beneficially owned.
(2) Includes outstanding options for 30,000 shares.
(3) Includes outstanding options for 30,000 shares.
(4) Includes outstanding options for 5,000 shares.
(5) Includes outstanding options for 10,000 shares.
JOHN L. SLACK was elected as the President and Chief Executive Officer of the
Company in August 1989 succeeding Mr. Howard N. Hebert as Chief Executive
Officer and Mr. Gerald A. Nathe as President. Mr. Slack was elected as
Chairman of the Board of Directors in February 1990. Biographical information
about Mr. Slack appears above under the caption "Directors' Background and
Experience -- Continuing Directors".
DUDLEY J. GORDON joined the Company in March 1995 as Divisional Vice
President for Operations. Prior to joining DBA, Mr. Gordon held several
positions as senior operations officer in various successful commercial
ventures. Preceding his commercial career, Mr. Gordon served in the United
States Army, enlisting in 1954 as a private and rising to the rank of Major
General prior to his retirement in 1986 in the grade of Brigadier General.
CHARLES B. ROBERTSON joined the Company in 1986 as a Program Manager.
Prior to joining DBA, Mr. Robertson was responsible for all Air Launched
Missile Systems Subcontracts for Martin Marietta, Orlando, FL. He has held
numerous management positions during his tenure at DBA including Director of
the Military Products Division. In July 1990, Mr. Robertson became Director of
Administration and in January 1994, he became Vice President of Administration
and Corporate Secretary.
<PAGE>15
EDWARD M. BIELSKI joined the Company in May 1996 as Director of Finance to
replace Mr. Timothy L. Stull. In August 1996, he became Corporate Controller
and in August 1997, he became Corporate Treasurer. Prior to joining DBA,
Mr. Bielski was Chief Financial Officer of the Atlas Door Company in Orlando,
Fl. He has 17 years of aerospace experience having held senior financial
management positions with Martin Marietta, LTV and Litton Industries.
Mr. Bielski is a licensed CPA with the State of Florida. Mr. Bielski holds a
Master's degree in Management and a Bachelor's degree in Aeronautical
Engineering from Purdue University.
TERRY R. SARGENT has served as Vice President, Business Development since
joining DBA in April 1997. Prior to joining DBA, Mr. Sargent worked for Texas
Instruments Electronics Systems Group in Dallas from 1995 to 1997 and
Westinghouse Electric Defense & Electronics Center in Baltimore from 1981 to
1995. He brings with him a wealth of experience in both defense and commercial
business sectors acquired while serving in several capacities including
Business Development, Strategic Planning, Program Management, and Quality
Assurance. He is a graduate of the U.S. Naval Academy with graduate degrees
from both Pepperdine University and the University of Baltimore. He is
also a commissioned officer in the U.S. Naval Reserve, an international
lecturer and a published author of fiction and non-fiction works.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP, Certified Public
Accountants, to serve as the Independent Certified Public Accountants for the
Company during Fiscal Year 1998 and recommends that shareholders vote for such
selection.
Deloitte & Touche LLP conducted the Company's fiscal year 1997 independent
audit. A representative of Deloitte & Touche LLP will be present at the Meeting.
This representative will have the opportunity to make a statement regarding the
year-end audit and will be available to respond to appropriate questions from
the shareholders.
<PAGE>16
OTHER BUSINESS
It is not anticipated that any action will be asked of the shareholders at the
Meeting other than the election of directors and the approval of the selection
of Deloitte & Touche LLP as Independent Certified Public Accountants. If any
other matters are properly presented to the Meeting, it is intended that the
persons named in the proxy will vote in their best judgment on such matters.
To be considered for inclusion in the proxy material relating to the 1998 Annual
Meeting of Shareholders, shareholders' proposals must be received by the
Secretary, DBA Systems, Inc., P.O. Box 550, Melbourne, Florida, 32902-0550, on
or before June 11, 1998.
A copy of the Company's Annual Report filed with the Securities and Exchange
Commission on Form 10-K is available, without charge, upon written request to
the Company Secretary.
By Order of the Board of Directors,
(signature)
John L. Slack
Chairman of the Board, President,
and Chief Executive Officer
Melbourne, Florida
October 10, 1997
<PAGE>17
PROXY
DBA SYSTEMS, INC.
1101 West Hibiscus Boulevard, Melbourne, Florida 32902-0550
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John L. Slack and Charles B. Robertson or any
one of the two acting in the absence of the other, with authority to appoint,
in writing, substitutes to act in their place, proxies for and in the name and
place of the undersigned, to vote the number of shares of DBA Systems, Inc. at
its Annual Meeting of Shareholders to be held at the DBA Conference Facility,
Granada Center, 1101 West Hibiscus Boulevard, Melbourne, Florida on November
12, 1997, at 1:00 p.m., local time, or any adjournment thereof, upon the matters
set forth in the Notice of Annual Meeting and Proxy Statement, receipt of
which is hereby acknowledged, as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF A DULY EXECUTED PROXY CONTAINS NO SPECIFICATIONS WITH
RESPECT TO A MATTER WHERE CHOICE IS PROVIDED, THIS WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
X Please Mark
votes as in
this example.
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POST-PAID RETURN ENVELOPE.
FOR AGAINST ABSTAIN
1. To elect three Class I 2.To approve the selection __ __ __
Directors Nominees: of Deloitte & Touche LLP:
Thomas J. Boyce, Jr Orlando Florida as the
Dr. Lynn E. Weaver & Company Independent
Mr. James E Pruitt Certified Public Accountants for
the 1998 fiscal year
FOR WITHHELD
____ ______
3 To consider and act upon any
____ For all nomiees except other matters may properly come
as noted above before the Meeting any adjournments thereof.
MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
CHANGE AND ___ TO ATTEND ____
NOTE AT LEFT THE MEETING
Signature__________________ Date_______ Signature_________________Date
<PAGE>18
