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 2, 1998 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 16, 1998 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 23, 1998
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 2, 1998. 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 23, 1998.
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 28, 1998,
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 16, 1998, 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
28, 1998, 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 28,
1998, 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 28, 1998.
Name Age Principal Occupation Director Number of Shares of
During Past Five Years Since Common Stock
Other Directorships and Beneficially owned
Positions With Corporation (and % of Outstanding)
Alexander A.
Cameron 76 President, Key Research 1964 12,649 (1%)
and Market Development,
Inc. business consultants
Frances D.
Dewey 71 Director of the Corporation 1955 51,830 (3.9%) (1)
Secretary of the Corporation
Gordon C.
Dewey 75 President and Chief 1955 473,411 (35.3%) (2)
Executive Officer of the
Corporation
Peter Eustis 75 Management Consultant 1955 38,740 (2.9%) (3)
John G.
McQuaid 80 Counsel, McCarthy, 1955 431 (.03%)
Fingar, Donovan, Drazen
& Smith, attorneys
(Assistant Secretary of
the Corporation)
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, 1998 $144,200 None
President and 1997 $144,200 None
Chief Executive Officer 1996 $144,200 None
The Corporation's executive officers are: Mr. Dewey,
who has been the Corporation's chief executive officer since
its inception; Thom A. Velto, age 49, who has been Treasurer
of the Corporation since February 1990; and Edward L.
Proskey, age 42, 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
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 25, 1999.
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 23, 1998
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 2, 1998 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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