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 6, 2000 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) 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 20,
2000 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 27, 2000
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 6, 2000. 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 27, 2000.
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 electronic means.
It is important that your shares are represented at the meeting.
Whether or not you expect to attend the meeting, please be sure that the
enclosed proxy card is properly completed, dated, signed and returned
without delay in the enclosed envelope, which requires no postage if
mailed in the United States. You may revoke your proxy at any time prior
to the time it is voted.
VOTING SECURITIES OUTSTANDING
Shares of Common Stock, 1,339,531 of which were outstanding as of the
close of business on August 31, 2000, 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
20, 2000, 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, 2000, owned of record and beneficially
480,411 shares of Common Stock constituting approximately 35.9% of the
shares outstanding as of that date. In addition, as of August 31, 2000,
30,830 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 511,241 shares,
representing approximately 38.2% 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.
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, 2000.
Name Age Principal
Occupation
During Number of
Past Five Shares of
Years Common Stock
Other Beneficially
Directorships owned
and Positions Director (and % of
With Corporation Since Outstanding)
Alexander
A. Cameron 78 President, 1964 12,649 (.9%)
Key Research
and Market
Development, Inc.
business consultants
Frances
D. Dewey 73 Director of the 1955 30,830 (2.3%) (1)
Corporation
Secretary of the
Corporation
Gordon
C. Dewey 77 President and 1955 480,411 (35.9%)(2)
Chief Executive
Officer of the
Corporation
John
H.D. Dewey 35 Management 1999 40,617 (3.0%) (2)
Consultant
Monastery
Graphics, Inc.
Information Technology
Consulting
John
G. McQuaid 82 Counsel, 1955 431 (.03%)
McCarthy, Fingar,
Donovan, Drazen
& Smith,
attorneys
(Assistant Secretary
of the Corporation)
Pasquale A.
Nolletti 72 Manufacturers' 1999 None (0%)
Representative/
Consultant
MSA, Inc.
Business Consultants
Nathaniel
Roberts 34 General Manager 1999 1,475 (.11%)
Callery-Judge Grove
Citrus Suppliers
All Present Directors and
Officers as a Group 546,830 (40.8%)
(1) Does not include shares of Common Stock owned by Mr. Gordon C. Dewey
or shares transferred by Mrs. Dewey by gift to her children in
August 2000.
(2) Includes 20,308 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 (Mr. Dewey's son) are trustees and share voting and
investment power. It does not include shares of Common Stock owned by
Mrs. Frances D. Dewey. If Mrs. Dewey's shares were included in
Mr. Dewey's holdings, he would be the beneficial owner of 511,241
shares, representing approximately 38.2% 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 with the exception of
Mrs. Dewey who did not attend one meeting.
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. John H.D. Dewey, 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. G.C. Dewey, Roberts 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 Position Fiscal Salary Bonus
Year
Gordon C. Dewey, 2000 $144,200 $30,000
President and Chief 1999 $144,200 $20,000
Executive Officer 1998 $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 50, who has been Treasurer of the Corporation since February 1990;
Edward L. Proskey, age 44, who has been Vice President, Operations of
the Corporation since June 1994; and Francis DeLorenzo, age 40, who was
elected Vice President, Business Development and Marketing on June 3,
2000. Prior to such election, Mr. DeLorenzo had been employed by the
Company since 1991 in various program management capacities.
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.
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 ($23,000
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 urrent 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 29, 2001.
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 27, 2000 Secretary
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 6, 2000 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:
___________________________________
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
