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 1, 1999 at 10:30
A.M. (Eastern Standard Time) for the purposes of
(1) electing seven directors to serve until the next
annual meeting of stockholders and until their successors
shall be elected and shall qualify;
(2) acting upon a proposal approved by the Board of
Directors, to adopt a 1998 Stock Option Plan; and
(3) 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 15, 1999 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 26, 1999
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 1, 1999.
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 26, 1999.
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 31, 1999, 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 15, 1999, 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 31, 1999, 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 31, 1999, 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, seven 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, John H.D. Dewey, John G. McQuaid, Pasquale A. Nolletti and
Nathaniel Roberts, 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.
At a meeting held by the Board of Directors on February 24,
1999, the Board elected two new members, John H.D. Dewey and
Pasquale A. Nolletti. Mr. John H.D. Dewey has been a management
consultant at Monastery Graphics, Inc. for the past five years.
Mr. Pasquale A. Nolletti has been a manufacturers' representative
at MSA, Inc. for the past five years.
Also included in this proxy for election to the Board of
Directors is Nathaniel Roberts. Mr. Roberts, age 33, is the
General Manager of Callery-Judge Grove, a citrus company located
in Florida, with gross sales of thirteen million dollars.
Mr. Peter Eustis, who has been a member of the Board of
Directors since the inception of the Corporation, is not standing
for reelection. His many years of guidance as a Board member and
on special committees have made a valuable impact on the
Corporation.
Information Concerning Directors and Nominees
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 31, 1999.
Name Age Principal Occupation Number of
During Past Five Years Shares of
Other Directorships and Common Stock
Positions With Director Beneficially
Corporation Since Owned (and %
Of Outstanding)
Alexander A.
Cameron 77 President, Key Research 1964 12,649 (1%)
and Market Development,
Inc. business
consultants
Frances D. Dewey 72 Director of the 1955 51,830 (3.9%) (1)
Corporation
Secretary of the
Corporation
Gordon C. Dewey 76 President and Chief 1955 473,411 (35.3%) (2)
Executive Officer of the
Corporation
John H.D. Dewey 34 Management Consultant 1999 13,309 (1%)
Monastery Graphics, Inc.
John G. McQuaid 81 Counsel, McCarthy, 1955 431 (.03%)
Fingar, Donovan, Drazen
& Smith, attorneys
(Assistant Secretary of
the Corporation)
Pasquale A.
Nolletti 71 Manufacturers' 1999 None (0%)
Representative/Consultant
MSA, Inc.
Nathaniel Roberts 33 General Manager -- None (0%)
Callery-Judge Grove
All Present Directors and
Officers as a Group 552,354 (41.2%)
(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".
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, 1999 $144,200 $20,000
President and Chief 1998 $144,200 None
Executive Officer 1997 $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 43, who has been Vice President, Operations of
the Corporation since June 1994.
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
Under the Stock Option Plan of 1983 no further grants of
stock options could be made after December 5, 1993. On
December 2, 1998, the Stock Option Committee and Board of
Directors approved the 1998 Stock Option Plan, subject to the
approval of the Corporation's stockholders at this meeting of
stockholders.
Subject to stockholder approval of the 1998 Stock Option
Plan, the Stock Option Committee granted incentive stock
options to key employees at the fair market value at that
time of $.578125 per share.
Officers and other key employees (excluding members of
the Corporation's Stock Option Committee) will be entitled to
participate in the 1998 Stock Option Plan if it is approved
by the Corporations stockholders at the 1999 Annual Meeting.
Reference is made to "Approval of 1998 Stock Option Plan"
below for further information regarding such Plan.
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.
APPROVAL OF 1998 STOCK OPTION PLAN
On December 2, 1998, the Board of Directors of the
Corporation adopted the terms and conditions of a 1998 Stock
Option Plan (the "1998 Plan"), subject to stockholder
approval. A copy of the 1998 Plan is set forth as Exhibit A
to this proxy statement. As of the date hereof, incentive
stock options covering 27,500 shares have been granted to
four key employees, subject to the approval of the 1998 Plan.
Of such shares, options of 10,000 shares each have been
granted to Messrs. Velto and Proskey.
Provisions of the 1998 Plan
The maximum number of shares of Common Stock which will
be reserved for issuance pursuant to the grant of options
under the 1998 Plan will be 60,000 (subject to antidilution
provisions as provided in the 1998 Plan).
Key salaried employees of the Corporation (including
officers) are eligible to participate in the 1998 Plan. It
is estimated that no more than 15 officers and other
employees, including divisional officers and other persons
deemed to be key employees, will be participants. The 1998
Plan will be administered by the Stock Option Committee,
consisting of not less than three directors who are and for
at least a year have been ineligible to receive options
(Messrs. Cameron, Eustis and McQuaid are present committee
members)
Under the 1998 Plan, the Committee is given the
discretion to award options either as Incentive Stock Options
or as options which do not qualify for Incentive Stock Option
treatment. Under Section 422A of the Internal Revenue Code
(the "Code"), the aggregate fair market value of the stock
for which any eligible employee may be granted Incentive
Stock Options in any calendar year shall not exceed $100,000
plus any "unused limit carryover" as defined in the Code.
Incentive Stock Options by their terms may not be granted to
an employee who owns more than 10% of the total voting power
of all classes of stock of the Corporation unless (1) the
option price is at least 110% of fair market value at grant
and (2) the option is not exercisable more than five years
after grant.
The 1998 Plan also authorizes the Committee to permit
optionees to exercise options by delivering shares of Common
Stock already owned in lieu of cash.
The exercise price of each option granted under the 1998
Plan will not be less than 100% of the fair market value of
the Corporation's Common Stock at the time of the grant of
the option. As of September 27, 1999, the fair market value
of a share of the Corporation's Common Stock was $2.625 based
on the average of the bid and asked prices for such stock on
that date. No option shall be granted under the 1998 Plan
after December 1, 2003. The term of each option shall not
exceed ten years from the date of grant. No option may be
exercised prior to the first anniversary of the date of
grant. Options will be non-transferable, except that in the
event of optionees' death their legal representatives may
exercise their option within 12 months after the date of
death as to share immediately purchasable at such date.
Upon the termination of optionees' employment (upon
retirement or for any reason beyond their control other than
their death), their option privileges shall be limited to the
shares of Common Stock which were immediately purchasable by
them at the date of such termination and such option
privileges shall expire unless exercised within three months
after the date of such termination. If optionees' employment
is terminated for reasons within their control including,
without limitation, cause and voluntary resignation, all
rights under their option shall expire on the date of such
termination. In no event, however shall an option be
exercised after the date for final exercise which is
specified in the option.
Shares subject to lapsed, expired or terminated options
may again be subjected to options.
Paragraphs 12 and 13 of the 1998 Plan give the Committee
and the Board of directors, respectively, the authority to
make adjustments to prevent dilution and the power of
amendment.
Federal Income Tax Aspects
The Corporation has been advised as to the following
federal income tax consequences to the optionee and the
Corporation.
As to options which do not qualify for Incentive Stock
Option treatment, the grant of the option will not result in
taxable income to the optionee or a tax deduction to the
Corporation. Upon exercise of such an option, the excess of
the then fair market value of the shares covered by the
option exercised over the option price will be taxable as
ordinary income to the optionee and the Corporation will be
entitled to a tax deduction at such time for the amount of
such income. Upon the sale of the shares acquired upon
exercise of such an option, any excess of the amount realized
over the fair market value of such shares on the date of
exercise will be treated as a capital gain to the optionee.
Notwithstanding the foregoing, optionees subject to Section
16(b) of the Securities Exchange Act of 1934 may not
recognize income until six months after the date of exercise,
at which time the amount of income recognized by the
optionee, tax deduction available to the Corporation and
capital gain on a later sale would be determined by reference
to the then fair market value of the shares covered by the
option exercised.
As to Incentive Stock Options, the grant of the option
will not result in taxable income to the optionee or a tax
deduction to the Corporation. Upon exercise of such an
option, the optionee will not recognize taxable income and
the Corporation will not be entitled to a tax deduction.
Upon the sale of the shares acquired upon exercise of such an
option, the amount, if any, by which the proceeds of sale
exceed the option price will be taxable as a long-term
capital gain provided the optionee has not disposed of the
stock within two years from the date the option was granted
or within one year of the date of exercise. If the optionee
disposes of the shares received upon exercise of an Incentive
Stock Option within two years of the date the option was
granted or within one year of the date of exercise, the
optionee will recognize as ordinary income in the year of
disposition the lesser of (I) the excess of the amount
realized upon disposition over the option price or (ii) the
excess of the fair market value of the shares received on the
date of exercise over the option price. The Corporation will
be entitled to a deduction I the year of such early
disposition equal to the amount of ordinary income recognized
by the optionee. Any gain recognized by the optionee upon
disposition in excess of the portion taxable as ordinary
income will be treated as long-term or short-term capital
gain of the optionee, depending upon whether the holding
period requirement for obtaining long-term capital gain
treatment (currently more than one year) is satisfied.
The enclosed proxy will be voted FOR approval of the
1998 Plan, unless a contrary specification is made. The
favorable vote of the holders of a majority of the
outstanding shares of the Common Stock entitled to vote at
the Annual Meeting of Stockholders will be required for
approval of the 1998 Plan.
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 23, 2000.
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
October 26, 1999 Secretary
EXHIBIT A
THE DEWEY ELECTRONICS CORPORATION
1998 STOCK OPTION PLAN
1. Purpose of the Plan
The purpose of The Dewey Electronics Corporation's 1998
Stock Option Plan (the "Plan) is to give key employees of the
Corporation and its subsidiary corporations the opportunity
to acquire a proprietary interest in the Corporation and an
additional incentive to continue their employment and in
general to stimulate their efforts on behalf of the
Corporation. As used in the Plan the terms "subsidiary
corporation" and "parent corporation" shall have the same
meaning as such terms have in Section 425 of the Internal
Revenue Code, and shall refer to both present and future such
corporations.
2. Administration.
The Plan shall be administered by a Committee to be
appointed from time to time by the Board of Directors of the
Corporation, consisting of no less than three of the then
members of the Board, none of whom shall be eligible (or
within one year prior to taking any action shall have been
eligible) to participate in the Plan or any other Corporation
option or stock acquisition plan (the "Committee"), and each
of whom shall qualify as an "outside director" within the
meaning of Internal Revenue Code Section 162(m), and as a
"disinterested person" under Rule 16b-3 under the Securities
Act of 1934, as amended. The Committee from time to time may
adopt such rules and regulations as it may deem appropriate
for the proper administration of the Plan and from time to
time may make such determinations under and interpretations
of, and take such steps in connection with, the Plan or the
options granted under the Plan as it may deem necessary or
advisable. Any determination, interpretation, construction or
other action made or taken pursuant to the provisions of the
Plan by the Committee shall be final, binding and conclusive
for all purposes and upon all persons, including, without
limitation, the Corporation, its stockholders, optionees and
their respective successors in interest.
3. Shares Subject to the Plan
The shares issuable upon exercise of options which may be
granted under the Plan shall not exceed 60,000 shares of the
Common Stock of the Corporation, subject to change pursuant
to the provisions of paragraph 12 of the Plan; no more than
12,000 shares may be granted to any employee within any two
consecutive calendar year periods. Such shares may be made
available either from authorized and unissued Common Stock or
from Common Stock issued and held in the treasury of the
Corporation. If for any reason any option under the Plan
lapses, expires or is terminated in whole or in part, shares
of Common Stock subject to such lapsed, expiring or
terminated option may again be subjected to options under the
Plan.
4. Grant of Options
The Committee, at any time or from time to time during the
term set forth in paragraph 16 of this Plan, may grant
options under the Plan to such eligible employees as it may
select, for such numbers of shares of Common Stock, at such
option prices, for such periods, for such type or types of
options, at such time or times for exercise and in such form
of instrument as the Committee shall designate. The type or
types of options may include incentive stock options as
defined in Section 422A of the Internal Revenue Code
("incentive stock options"); provided, however, that the
aggregate fair market value (determined as of the time the
option is granted) of the Common Stock for which an eligible
employee may be granted incentive stock options in any
calendar year (under the Plan and all other plans of the
Corporation and its parent and subsidiary corporations) and
which becomes exercisable for the first time in any one
calendar year, shall not exceed $100,000 plus any unused
limit carryover to such year (as provided in Section
422A(c)(4) of the Internal Revenue Code); provided, further,
that incentive stock options may not be granted to an
employee who owns more than 10% of the total voting power of
all classes of stock of the Corporation unless (i) the option
price is at least 110% of fair market value at grant and (ii)
the option is not exercisable more that five years after
grant.
5. Eligibility
Options may be granted only to key executive, management,
staff, sales, engineering and other key salaried employees
(which term shall be deemed to include officers) of the
Corporation or of its subsidiary corporations. A director, as
such, of the Corporation or of a subsidiary corporation will
not be eligible to receive an option.
6. Option Price
The purchase price per share of the shares of Common
Stock subject to an option granted under the Plan shall not
be less than that of the fair market value of the Common
Stock, as determined by the Committee, at the time of the
granting of the option.
7. Option Period
The term of each option granted under the Plan shall not
exceed ten years from the date such option is granted. The
optionee must remain in the employ of the Corporation or a
subsidiary corporation for one year from the date the option
is granted, before he or she can exercise any part of the
option. Options will be exercisable thereafter in whole at
any time or in part from time to time over the option period
except as otherwise provided by the Committee.
8. Exercise
Payment for shares purchased upon exercise of an option
granted under the Plan shall be made in cash or, if the
Committee shall have afforded the optionee such election in
granting the option, by delivering either cash or shares of
Common Stock already owned by the optionee, or any
combination thereof, having a value equal to the option price
of the shares purchased (basing the value of any such shares
of Common Stock on the fair market value of the Common Stock
on the date of exercise). No shares of Common Stock shall be
issued until full payment therefor has been made. An
optionee shall not be deemed to have acquired any shares of
Common Stock or have any rights of a stockholder until the
issuance of the shares. Shares issued pursuant to the
exercise of options granted under the Plan shall be deemed
fully paid and non-assessable.
9. Non-Transferability of Options
Incentive stock options may be exercised only by the
person to whom granted, except that they may be transferred
by will or the laws of descent and distribution. In the event
of the optionee's death, his or her legal representatives may
exercise his or her option as provided in paragraph 11 of the
Plan. Non-qualified options may be transferred by gift to
any member of the optionee's immediate family or to a trust
for the benefit of one or more of such immediate family
members if the Committee shall have permitted such transfer
prior to or simultaneously with the grant of such the option.
10. Termination of Employment
Upon the termination of a optionee's employment (upon
retirement or for any reason beyond his or her control other
than death), his or her option privileges shall be 1imited to
the shares of Common Stock which were immediately purchasable
by him or her at the date of such termination and such option
privileges shall expire unless exercised within three months
after the date of such termination. If an optionee's
employment is terminated for reasons within his or her
contro1 including, without limitation, cause and voluntary
resignation, all rights under his or her option shall expire
on the date of such termination. In no event, however shall
an option be exercised after the date for final exercise
which is specified in the option.
11. Death of Option Holder
In the event of the death of an optionee, the option may
be exercised as to the shares of Common Stock which were
immediately purchasable by him or her at the date of death,
within twelve months following the date, by the optionee's
legal representatives. In no event, however, shall an option
be exercisable after the date for final exercise which is
specified in the option.
12. Adjustment in Certain Events
In the event of any reorganization, recapitalization,
stock split, stock dividend, distribution of assets other
than pursuant to a normal cash dividend, combination of
shares, rights offering, liquidation, dissolution, merger,
consolidation or sale of assets or any other change in or
affecting the corporation structure or capitalization of the
Corporation, or in the event of a tender offer made generally
for the Corporation's outstanding Common Stock, the Committee
may make such adjustment, if any, as the Committee in its
discretion may deem appropriate in the number and kind of
securities authorized by the P1an, in the number and kind of
securities covered by options granted under the Plan, and in
the exercise price of options granted under the P1an. In
addition, in the event of a 1iquidation, dissolution,
reorganization, merger, consolidation or sale of assets, or
such tender offer, the Committee may take such action, if
any, as the Committee in its discretion may deem appropriate
to accelerate the time within which and the extent to which
options granted under the Plan at or prior to the date of any
such action may be exercised or to provide on such terms as
may be deemed appropriate for the assumption of options
granted under the Plan by surviving, consolidated, successor
or transferee corporations.
13. Amendment or Discontinuance of the Plan
The Board of Directors of the Corporation at any time
may alter, add to, change, amend, suspend or discontinue the
P1an or any option, except that it may not terminate or
revoke or adversely alter, change or amend any option then
outstanding (other than contemplated by paragraph 12 of the
Plan) without the consent of the optionee affected thereby;
provided, however, that no action of the Board of Directors
(except pursuant to the provisions of paragraph 12 of the
Plan), without approval of such proportion of the
stockholders as is required for approval of the Plan. shall
(i) increase the total number of shares of Common Stock with
respect to which options may be granted under the Plan, (ii)
change the minimum percentage of fair market value at which
an option may be granted, or the option price of any existing
option, under the Plan, (iii) extend the maximum option
period for an option under the Plan. (iv) extend the term of
the Plan or (v) withdraw the administration of the Plan from
the Committee or permit any incumbent Committee member to
receive options under the Plan.
14. Restrictions on Disposition
Prior to the issuance of shares of Common Stock upon any
exercise of any option, the Corporation may require the
optionee to represent in writing to the Corporation in form
satisfactory to the Corporation that it is his or her then
intention to acquire the shares of Common Stock covered by
the option for investment and not with a view to
distribution.
15. Right to Terminate Employment
Nothing contained in the Plan or in any stock option
granted under the Plan shall restrict the right of the
Corporation or any of its subsidiary corporations to
terminate the employment of any optionee at any time, with or
without cause.
16. Term of Plan
No option shall be granted pursuant to the Plan after
December 1, 2003, but options granted on or before that date
may extend beyond such date.
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 1, 1999 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.C. Dewey, John H.D. Dewey,
J. McQuaid, Pasquale A. Nolletti, Nathaniel Roberts
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:
___________________________________
2. APPROVAL OF THE 1998
STOCK OPTION PLAN FOR AGAINST ABSTAIN
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
and FOR the approval of the 1998 Stock Option Plan.
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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