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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [__] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ECC International Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule of Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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ECC INTERNATIONAL CORP.
2001 West Oak Ridge Road
Orlando, FL 32839-3981
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SUPPLEMENT TO THE PROXY STATEMENT
For the Annual Meeting of Stockholders to be
Held on November 10, 1999
The information provided in this Supplement to the Proxy Statement
supplements the information provided in the section headed "Election of
Directors" and supplements and amends the information provided in the section
headed "Executive Compensation" of the Proxy Statement (the "Proxy Statement")
of ECC International Corp. (the "Company") for the Annual Meeting of the
Stockholders to be held on November 10, 1999 (the "Annual Meeting").
If you have already completed and returned the Proxy previously sent to
you, your shares will be voted at the Annual Meeting in a manner specified in
your Proxy as to the items listed on the Proxy. If you wish to revoke your Proxy
you may do so by either attending the Annual Meeting and voting in person or
calling me at (407) 859-7410 to receive a new Proxy by overnight mail.
This supplement is being mailed to the Company's stockholders on or
about November 1, 1999.
/s/ Melissa Van Valkenburgh
Melissa Van Valkenburgh, Secretary
Orlando, Florida
November 1, 1999
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Supplement to "Election of Directors". The following information supplements
that information provided under the heading "Election of Directors in the Proxy
Statement.
As previously announced, on September 16, 1999, the Company entered
into an agreement with Steel Partners II, L.P. and Warren G. Lichtenstein.
Under the agreement, the Company agreed to cause, and has since caused, Mr.
Lichtenstein and James R. Henderson to be nominated by the Company's board
of directors for election to its board at the annual meeting of its
stockholders to be held on November 10, 1999. The Company agreed to cause
Mr. Lichtenstein and Mr. Henderson to be nominated for election to its
board at each annual meeting of its stockholders until such time that the
agreement terminates. The Company agreed that until the termination of the
agreement, the number of members of the board shall not exceed eight (8).
In addition, the Company agreed that it shall not hold the 2001 annual
meeting of its stockholders prior to June 30, 2001. The Company agreed to
amend, and has since amended, its by-laws to allow any director or the
entire board to be removed with or without cause at any special meeting of
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its stockholders held for such purpose, by the holders of a majority of the
shares present at the meeting and entitled to vote thereat, with such
provision to be in effect from the date immediately following its annual
meeting held in calendar year 2000 up to and including the date of its
annual meeting held in calendar year 2001. Furthermore, the Company agreed
that that amendment to its by-laws shall not be amended prior to the
election of Mr. Lichtenstein and Mr. Henderson to the board and thereafter
may not be amended without the consent of Mr. Lichtenstein and Mr.
Henderson.
Under the agreement Steel Partners and Mr. Lichtenstein agree that they
shall take all action such that the shares beneficially owned by them are
voted, at any annual meeting or special meeting or by written consent in
lieu of a meeting, for the slate of director nominees recommended by the
majority of the directors. They agreed to be present, in person or by
proxy, at all meetings of its stockholders so that all of the shares
beneficially owned by them may be counted for the purpose of determining
the presence of a quorum at such meetings. They agreed that neither of them
shall deposit any of the shares beneficially owned by them in a voting
trust or make those shares subject to any arrangement or agreement with
regard to the voting of such shares. They agreed that neither of them shall
join a partnership, limited partnership, syndicate or other group, or act
in concert with any other to acquire, hold, vote or dispose of any of the
shares beneficially owned by them, or otherwise become a "person" within
the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934,
as amended. They agreed that neither of them shall call or join in a call
for a special meeting of the Company's stockholders.
The agreement is governed by the laws of the State of Delaware and
shall terminate on its terms immediately following the date of the
Company's annual meeting for the calendar year 2000, unless sooner
terminated by either party due to the failure of the other party to perform
or observe any material terms of the agreement.
Supplemental Information and Amendments to "Executive Compensation". The fourth
sentence of the first paragraph under the sub-heading "Employment Agreements"
should be substituted in its entirety by the following:
In connection with the agreement, Dr. Garrett was granted stock options
to purchase an aggregate of 250,000 shares of Common Stock from the Company
at an exercise price of $3.125 per share, vesting over three years, and
purchased an additional 50,000 shares for an aggregate purchase price of
$156,250 consisting of (i) $10,000 in cash and (ii) a promissory note in
the principal amount of $146,250.
Under the sub-heading "Aggregate Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values," the Proxy Statement overstated the number of
exercisable shares and understated the number of unexercisable shares with
regard to the number of securities underlying unexercised options at fiscal
year-end for James G. Garrett and Melissa A. Van Valkenburgh. The number of
exercisable shares for Dr. Garrett should have been 130,000 and not 140,000 as
listed and the number of unexercisable shares should have been 120,000 and not
110,000 as listed. The number of exercisable shares for Ms. Van Valkenburgh
should have been 0 and not 25,000 as listed and the number of unexercisable
shares should have been 25,000 and not 0 as listed. Under the sub-heading
"Summary Compensation Table," the Proxy Statement understated the salaries for
fiscal year 1999 of Dr. Garrett, Glenn C. Andrew and Relland M. Winand. Dr.
Garrett's salary should have been $250,000 and not $221,154 as listed. Mr.
Andrew's salary should have been $145,335 and not 138,462 as listed. Mr.
Winand's salary should have been $163,625 and not 139,394 as listed.
