<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EICO ELECTRONIC INSTRUMENT CO., INC.
------------------------------------------------------------------------
(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 or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
EICO ELECTRONIC INSTRUMENT CO., INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 5, 1998
April 12, 1998
TO OUR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of
Stockholders to be held at 11:00 A.M. on June 5, 1998 at Marriott World
Trade Center, 3 World Trade Center, 3rd Floor, Wall Street Room, New
York, NY, for the following purposes:
1. To elect three directors to serve until the next Annual Meeting and
until their successors are elected; and
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record as of the close of business on April 28,
1998 are entitled to receive notice of and to vote at the meeting.
We hope that a great many of our stockholders will be able to attend
in person. If you do not expect to attend, please sign, date and mail the
enclosed proxy promptly in the enclosed envelope, which requires no
postage if mailed in the United States, so that your shares of stock may
be represented at the meeting.
Cordially yours,
LINDA ASHLEY
President
<PAGE>
PROXY STATEMENT
The accompanying proxy is solicited on behalf of the Board of
Directors of Eico Electronic Instrument Co., Inc. (the "Company") for use
at the annual meeting of stockholders to be held on June 5, 1998 and at
all adjournments thereof. Shares represented at the meeting by the
enclosed proxy will be voted in the manner indicated below. The proxy may
be revoked at any time prior to its exercise by written notice to the
Secretary of the Company. It is anticipated that the proxy statement and
form of proxy will be mailed to stockholders on or betore April 30, 1998.
On September 27, 1997, the outstanding voting securities of the
Company entitled to be voted at the meeting consisted of 600,380 shares
of the Common Stock exclusive of treasury shares. Each stockholder has
the right to one vote for each share held by her or him of record at the
close of business on April 28, 1998.
NOMINEES FOR ELECTION AS DIRECTORS
Three directors are to be elected to serve until the next annual
meeting of stockholders and until their respective successors are
elected. It is intended that shares represented at the meeting by the
enclosed proxy will be voted for the election of the persons listed below
as directors, except to the extent that stockholders indicate by
appropriate designation on the proxies that authority to vote for any
person or persons is withheld. If any of the nominees should not be a
candidate, shares so represented will be voted in favor of the remainder
of those named and may be voted for substitute nominees in place of those
who are not candidates. The Board of Directors has no reason to expect
that any of these nominees will fail to be candidates at the meeting and
therefore has not chosen a substitute for any nominee. The information
indicated below concerning occupations, age and beneficial ownership of
stock has been furnished to the Company by the respective nominees.
<TABLE>
<CAPTION>
Company Position; and Has Shares Beneficially
Principal Occupation Served as Owned as of
During Past 5 Years, a Director September 27,1997
Name (Age) [1] Since (Percentage of Class)
- ---------- --- ----- --------------------
<S> <C> <C> <C>
Linda Ashley Director, President 1984 64,547 (10.61%)
(53) [2]
Howard S. Kaplan Director 1972 -0-
(70) [3]
Gordon Katz Director, Secretary, 1995 -0-
(31) [4] Attorney
All Directors (5]
and Officers as a Group (Three in Group) 64,547 (10.61%)
</TABLE>
[1] The information indicated above concerning occupations, age and
beneficial ownership of stock has been furnished to the Company by
the respective nominees. None of the nominees is a director of any
other publicly held company.
[2] The number of shares beneficially owned by Linda Ashley, an attorney
since 1982, includes 64,047 shares held of record by Trust f/b/o
Linda Ashley ("Trust D"). Linda Ashley is a Co-trustee of Trusts A
and D listed in the following chart of Principal Stock Holders. In
such capacity, she shares voting and dispositive powers over 304,547
shares but disclaims beneficial ownership of the 240,000 shares held
in Trust A.
[3] Howard Kaplan practiced law for over 35 years.
[4] Gordon Katz, Linda Ashley's son, has been an attorney since 1992.
[5] Each executive officer is elected or appointed by the Board of
Directors to hold office until a successor is elected and
qualified.
<PAGE>
DIRECTOR REMUNERATION
No officer or director received compensation of more than $100,000
during the fiscal year.
Directors are elected at each annual meeting and appoint officers
whose terms last until the next annual meeting.
PRINCIPAL STOCKHOLDERS
<TABLE>
<CAPTION>
(1) Title of (2) Name and Address (3) Amount and Nature (4) % of Class
Class of Beneficial Owner of Beneficial Ownership
<S> <C> <C> <C>
Common Sophie Ashley 240,000 (A) 39.45
c/o Linda Ashley, Esq.
233 Broadway, #1085
New York, N.Y. 10279
Common Harriet Ehren 64,548 (B) 10.61
c/o Lance Ehren
10301 E. Bay Harbor Dr., #5
Bay Harbor Isl., FL 33154
Common Beverly Evangelos 64,648 (C) 10.61
c/o Daniela Assail
201 W. Olympic Pl., #204
Seattle, Wash. 98119
Common Linda Ashley 64,547 (D) 10.61
233 Broadway, #1085
New York, N.Y. 10279
Common James Tarsy 54,750 9.00
151 Harbor Rd.
Harbor Arces
Sands Point, N.Y. 11050
</TABLE>
(A) Shares held of record by Trust u/w/o Harry Ashley f/b/o Sophie
Ashley ("Trust A").
(B) Includes 64,048 shares held of record by Trust f/b/o Harriet Ashley
("Trust B").
(C) Includes 64,048 shares held of record by Trust f/b/o Beverly
Evangelos ("Trust C").
(D) The number of shares beneficially owned by Linda Ashley includes
64,047 shares held of record by Trust f/b/o Linda Ashley ("Trust D").
Linda Ashley is a Co-trustee of Trusts A and D. In such capacity, she
shares voting and dispositive power over 304,547 trust shares but
disclaims beneficial ownership of the 240,000 shares held in Trust A.
INDEPENDENT PUBLIC ACCOUNTANTS
Management has selected the firm of Eisner & Lubin LLP, independent
public accountants, to audit the books, records and accounts of your
Company for the fiscal year ending October 3, 1998. A representative of
Eisner & Lubin will attend the meeting, will have the opportunity to make
a statement if he wishes and will be available to respond to appropriate
questions from stockholders.
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals must have been received by the Secretary of
the Company by April 1, 1998 to have been included in this year's proxy
materials. None were received.
GENERAL
The management knows of no other matter likely to come before the
meeting. If any other matter properly comes before the meeting, the
persons named in the enclosed proxy intend to vote such proxy in
accordance with their best judgment.
The company will pay the cost of preparing and mailing the notice
of meeting, form of proxy and proxy statement for the meeting. In
addition to the use of the mails, proxies may be solicited by directors,
officers and regular employees of the Company, personally and by
telephone or telegraph. The Company may request brokerage houses,
custodians, nominees and fiduciaries to forward solicitation material to
their principals, and the company may reimburse them for their reasonable
out-of-pocket expenses.
The Company's Annual Report to stockholders for the fiscal year
ended September 27, 1997, including financial statements, is enclosed
with this proxy statement.
By Order of the Board of Directors,
LINDA ASHLEY
President
Dated: April 2, 1998
<PAGE>
EICO ELECTRONIC INSTRUMENT CO., INC.
PROXY PROXY FOR ANNUAL MEETING OF STOCKHOLDERS PROXY
The undersigned hereby appoints LINDA ASHLEY and HOWARD S. KAPLAN as
Proxies, each with the power to appoint their substitute, and hereby
authorizes them to represent and vote, as designated on the reverse side
of this Proxy card, all shares of Common Stock of EICO Electronic
Instrument Co., Inc., (the "Company") held of record by the undersigned
on April 28, 1998, at The Annual Meeting of Stockholders to be held on
June 5, 1998 or any adjournments thereof.
(To be signed on Reverse Side.)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
EICO ELECTRONIC INSTRUMENT CO., INC.
June 5, 1998
| |
\|/ Please Detach and Mail in the Envelope Provided \|/
Please mark your
A [X] votes as in this
example.
FOR all nominees
listed at right (except WITHHOLD AUTHORITY
as marked to the to vote for all
contrary below) nominees. Nominees: Linda Ashley
Howard S. Kaplan
1. ELECTION OF [ ] [ ] Gordon Katz
DIRECTORS.
(To withhold authority to vote for any nominee, write that nominee's name
on the line below.)
______________________________________________________________________________
2) In their discretion, the proxies are authorized to vote (i) for any
substitute nominee for election as director if any of the nominees
named at left should not be a candidate and (ii) upon such other
business as may properly come before the meeting.
This proxy is solicited on behalf of the Board of Directors. This proxy
will be voted as directed. In the absence of direction, this proxy will
be voted for the three nominees for election.
Stockholders are urged to date, mark, sign and return this proxy promptly
in the envelope provided, which requires no postage if malled within the
United States.
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY
SIGNATURE_________________ DATE_______ SIGNATURE_________________ DATE_______
Note: When signing as attorney in fact, executor, administrator, trustee
or guardian, please give your full title as such. Otherwise, please
sign exactly as name or names appear on stock certificate (as
indicated hereon.)
