THE DEWEY ELECTRONICS CORPORATION
_________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
THE DEWEY ELECTRONICS CORPORATION will be held at the office of the
Corporation at 27 Muller Road, Oakland, New Jersey, on Wednesday,
December 3, 1997 at 10:30 A.M. (Eastern Standard Time) for the purposes of
(1) electing five directors to serve until the next annual meeting of
stockholders and until their successors shall be elected and shall qualify;
and
(2) transacting such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on October 17,
1997 as the record date for determination of stockholders entitled to notice
of and to vote at the meeting.
If you will be unable to attend the meeting, you are respectfully requested
to sign and return the accompanying proxy in the enclosed envelope.
By Order of the Board of Directors
FRANCES D. DEWEY
Secretary
October 24, 1997
THE DEWEY ELECTRONICS CORPORATION
_______________________________________
PROXY STATEMENT
This proxy statement is furnished to the stockholders of The Dewey
Electronics Corporation (hereinafter referred to as the "Corporation") in
connection with the solicitation of proxies for the annual meeting of
stockholders to be held on December 3, 1997. The mailing address of the
Corporation's executive offices is 27 Muller Road, Oakland, New Jersey 07436,
and its telephone number is (201) 337-4700. It is planned to commence the
mailing of this proxy material to stockholders on or about October 24, 1997.
The enclosed proxy is solicited by the management of the Corporation. A
person giving the proxy has the power to revoke it at any time before its
exercise, by notice to such effect delivered to the Secretary of the
Corporation.
The Corporation will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others for forwarding
solicitation material to beneficial owners of stock. In addition to the use
of the mails, proxies may be solicited by personal interviews, by telephone
or by telegraph.
VOTING SECURITIES OUTSTANDING
Shares of Common Stock, 1,339,531 of which were outstanding as of the
close of business on August 29, 1997, are the only voting securities of the
Corporation and are entitled to one vote per share.
Only holders of Common Stock of record at the close of business on
October 17, 1997, will be entitled to vote at the annual meeting of
stockholders.
The only person known by the Corporation to own of record or beneficially
more than 5 % of the Common Stock of the Corporation is Mr. Gordon C. Dewey,
who, as of August 29, 1997, owned of record and beneficially 473,411 shares of
Common Stock constituting approximately 35.3% of the shares outstanding as of
that date. In addition, as of August 29, 1997, 51,830 shares of Common Stock
were owned of record by Mrs. Frances D. Dewey, Mr. Dewey's wife. If such
shares were included in Mr. Dewey's holdings, he would be the beneficial owner
of 525,241 shares, representing approximately 39.2% of the shares outstanding.
However, Mr. Dewey disclaims any beneficial interest in such shares.
ELECTION OF DIRECTORS
At the annual meeting of stockholders, five directors are to be elected, to
serve for the ensuing year and until their respective successors are elected
and qualify. The shares represented by the accompanying proxy will be voted
for the election of Alexander A. Cameron, Frances D. Dewey, Gordon C. Dewey,
Peter Eustis and John G. McQuaid, unless a contrary election is indicated.
If any such nominee becomes unavailable for any reason, or if a vacancy
should occur before the election (which events are not anticipated), the
shares represented by the accompanying proxy may be voted for such other
person as may be determined by the holders of such proxies, or the Board of
Directors may elect to reduce the number of directors. Directors are elected
by a plurality of the votes cast. Votes withheld, and abstentions and
broker non-votes, will not have the effect of votes cast either in favor of
or in opposition to a nominee.
Information Concerning Directors
The information appearing in the following table has been furnished to the
Corporation by the persons referred to in the table. According to such
persons, they have sole voting and investment power with respect to shares
reported as beneficially owned (except as otherwise stated in Note (2) below).
Ownership is given as of August 29, 1997.
Name Age Principal Occupation Number of
During Past Five Years Shares of
Other Directorships and Director Common Stock
Positions With Corporation Since Beneficially
owned (and %
of Outstanding)
Alexander A. Cameron 75 President, Key Research and
Market Development, Inc.
business consultants 1964 12,649 (1%)
Frances D. Dewey 70 Director of the Corporation
Secretary of the Corporation 1955 51,830 (3.9%)(1)
Gordon C. Dewey 74 President and Chief Executive 1955
Officer of the Corporation 473,411 (35.3%)(2)
Peter Eustis 74 Management Consultant 1955 38,740(2.9%)(3)
John G. McQuaid 79 Counsel, McCarthy, Fingar,
Donovan, Drazen & Smith,
attorneys (Assistant Secretary of
the Corporation) 1955 431 (.03%)
All Present Directors and
Officers as a Group 577,785 (43.1%)
(1) Does not include shares of Common Stock owned by Mr. Gordon C.
Dewey.
(2) Includes 13,308 shares of Common Stock owned of record by a trust
for the benefit of the daughter of Mr. and Mrs. Dewey, of which Mr. Dewey
and John Dewey are trustees and share voting and investment power. It
does not include shares of Common Stock owned by Mrs. Frances D.
Dewey. If such shares were included in Mr. Dewey's holdings, he would
be the beneficial owner of 525,241 shares, representing approximately
39.2% of the shares outstanding. However, Mr. Dewey disclaims any
beneficial interest in such shares. See "Voting Securities Outstanding".
(3) These shares are held by a revocable trust of which Mr. Eustis is
trustee.
During the Corporation's last fiscal year, the Board of Directors held four
meetings. Each director attended all meetings.
The Corporation's current policy regarding compensation of directors is to
pay $4,000 per annum plus $400 for each Board meeting attended. No
payments for services as directors are made to Gordon C. Dewey or John G.
McQuaid (who receive compensation as officers of the Corporation).
The Board has a Stock Option Committee which is composed of three
members, Messrs. Eustis, McQuaid and Cameron. The Committee administers
the stock option plans of the Corporation. One meeting was held during the
last fiscal year; all members attended.
The Board also has an Executive Compensation Committee composed of
three members, Messrs. Dewey, Eustis and Cameron. The Committee
administers executive compensation and held one meeting during the last fiscal
year; all members attended the meeting.
The Board does not have a nominating committee or an audit committee.
Summary Compensation Table
The following table sets forth the aggregate compensation paid by the
Corporation during the Corporation's last three fiscal years to the only
executive officer of the Corporation whose aggregate of salary and bonus
compensation in any of such years exceeded $100,000.
Name and Principal Fiscal
Position Year Salary Bonus
Gordon C. Dewey, 1997 $144,200 None
President and Chief 1996 $144,200 None
Executive Officer 1995 $142,423 $20,000
The Corporation's executive officers are: Mr. Dewey, who has been the
Corporation's chief executive officer since its inception; Thom A. Velto,
age 48, who has been Treasurer of the Corporation since February 1990; and
Edward L. Proskey, age 41, who has been Vice President, Operations of the
Corporation since June 1994 and for five years prior thereto served as its
Production Manager.
Retirement Benefits
The Corporation has a non-contributory pension plan for all active
employees, under which employees with 25 or more years of service can receive
20% of their average monthly earnings (based on earnings during the five years
preceding retirement) up to a specified maximum of $850 per month and vested
employees with lesser service receive lesser amounts. Mrs. Dewey and Mr.
McQuaid do not participate in the plan. Mr. Dewey who has passed normal
retirement age currently receives monthly benefit payments under the plan of
$1,204; the other executive officers will receive the monthly maximum amount
of $850 at retirement, based upon current compensation levels and assuming
normal retirement at age 65.
Options: Year-End Value Table
During the last fiscal year, no stock options were granted by the
Corporation or exercised by any optionee.
Certain Relationships and Related Transactions
During 1988, Mr. Dewey lent the Corporation a total of $200,000. The
loans, which are unsecured, provide for the payment of interest to Mr. Dewey
at the fixed rate of 9%. The loans are repayable upon demand by Mr. Dewey,
but are subordinate to the Corporation's term loan with Sovereign Bank,
its principal lender.
Insurance Arrangements
The Corporation has insurance coverage under which its directors and
officers (as well as the Corporation) are indemnified under certain
circumstances with respect to litigation and other costs and liabilities
arising out of actual or alleged misconduct of such directors and officers.
The Corporation pays all premiums ($17,000 for a one-year period) to the
insurer, the Federal Insurance Company of the Chubb Group of Insurance
Companies.
INDEPENDENT PUBLIC ACCOUNTANTS
The principal accountant selected by the Board of Directors for the
Corporation's current fiscal year is Deloitte & Touche LLP. It is expected
that a representative of Deloitte & Touche LLP will be present at the annual
meeting of stockholders with the opportunity to make a statement if they
desire to do so and to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any proposals of stockholders which are intended to be presented at the
Corporation's next annual meeting of stockholders must be received by the
Corporation for inclusion in the Corporation's proxy statement and form of
proxy relating to such meeting not later than June 26, 1998.
DISCRETIONARY AUTHORITY
While the notice of annual meeting of stockholders calls for transaction of
such other business as may come before the meeting, management has no
knowledge of any matters to be presented for action by the stockholders other
than as set forth above. The accompanying form of proxy gives discretionary
authority, however, in the event that any additional matters should be
presented.
By Order of the Board of Directors
FRANCES D. DEWEY
Secretary
October 24, 1997
REVOCABLE PROXY
THE DEWEY ELECTRONICS CORPORATION
__PLEASE MARK VOTES AS IN THIS EXAMPLE
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints GORDON C. DEWEY and FRANCES D.
DEWEY, or either of them, with power of substitution, attorneys and proxies to
represent the undersigned at the annual meeting of stockholders of The Dewey
Electronics Corporation to be held on December 3, 1997 at 10:30 A.M. (Eastern
Standard Time) and any adjournments thereof with all power which the
undersigned would possess if personally present and to vote all shares of
common stock of the Corporation held by the undersigned, which may be
entitled to vote at said meeting upon the following matter and upon other
matters as may come before the meeting.
1. ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL EXCEPT
(except as marked to the
contrary below)
A. Cameron, F. Dewey, G. Dewey, P. Eustis, J. McQuaid
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below:
___________________________________
This proxy, when properly executed, will be voted in the manner directed
herein. If no direction is given, this proxy will be voted FOR the election
of the nominees listed above.
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President, or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Date __________
Proxy in the box below.
_______________________________________________________
Stockholder sign above Co-holder (if any sign above
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