Form 10-C
Securities and Exchange Commission
Washington, DC 20549
Report by issuer of securities on The Nasdaq Stock Market filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or
13d-17 thereunder.
Exact name of issuer as specified in charter:
Electronics, Missiles & Communications, Inc.
Address of principal executive offices:
PO Box 68/Susquehanna St. Extension
White Haven, PA 18661
Issuer's telephone number (including area code):
(717) 443-9575
I. Change in number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:
1. Title of Security
2. Number of shares outstanding before the change
3. Number of shares outstanding after the change
4. Effective date of change
5. Method change
(Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.)
Give brief description of transaction:
II. Change in Name of Issuer
1. Name prior to change
Electronics, Missiles & Communications, Inc.
2. Name after change
EMCEE Broadcast Products, Inc.
3. Effective date of charter amendment changing name
September 13, 1995
4. Date of shareholder approval of change, if required
August 29, 1995
9/19/95 /s/ James L. DeStefano
JAMES L. DESTEFANO
President/CEO
State Of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "ELECTRONICS, MISSILES & COMMUNICATIONS, INC.", CHANGING ITS NAME FROM
"ELECTRONICS, MISSILES & COMMUNICATIONS, INC." TO "EMCEE BROADCAST PRODUCTS,
INC.", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF SEPTEMBER, A.D. 1995, AT 12
O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS FOR RECORDING.
Edward J. Freel, Secretary of State
0552228 8100 AUTHENTICATION: 7638450
950207675 DATE: 09-13-95
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Electronics. Missiles & Communications, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY certify:
FIRST: that at a meeting of the Board of Directors of
Electronics, Missiles & Communications. Inc., resolutions were duly adopted
setting forth a proposal amendment to the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of
the stockholders of said corporation for consideration thereof the resolution
sending forth the proposed amendment is as follows:
"RESOLVED THAT, a formal name change of the company to EMCEE
BROADCAST PRODUCTS, INC. be submitted to the shareholders for approval on the
1995 Proxy Statement. Upon such approval by the company's shareholders, the
officers of the company are hereby authorized to immediately and formally
change the name of the company from Electronics, Missiles & Communications.
Inc. to EMCEE Broadcast Products, Inc."
Said resolution will, therefore, cause the Certificate of
Incorporation of said corporation to be amended by changing the FIRST Article
thereof so that, as amended, said Article shall be and read as follows:
"The name of the corporation is EMCEE BROADCAST PRODUCTS,
INC."
SECOND: that, thereafter, pursuant to resolution of its
Board of Directors, an annual meeting of the stockholders of said corporation
was duly called and held, upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares required by statute were voted in favor of the
amendment.
THIRD: that said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
by James L. DeStefano, its President/CEO, this 6th day of September, 1995.
ELECTRONICS, MISSILES & COMMUNICATIONS, INC.
P.O. Box 68
White Haven, Pennsylvania 18661-0068
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
AUGUST 29, 1995
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of ELECTRONICS, MISSILES & COMMUNICATIONS,
INC. will be held at the Pocono Ramada Inn, Route 940, White Haven, Carbon
County, Pennsylvania, on August 29, 1995 at 10:00 A.M., E.D.S.T., for the
purpose of considering and acting upon the following:
1. The election of a Board of Directors;
2. The approval of a proposed amendment to the Company's Certificate of
Incorporation to change the name of the Company to EMCEE Broadcast Products,
Inc.;
3. The ratification of the appointment of Kronick Kalada Berdy & Co. as
independent auditors to audit the financial statements of the Company for fiscal
year 1996; and
4. Such other business as may properly come before the Annual Meeting, or
any adjournment thereof.
The Board of Directors has fixed the close of business on July 3, 1995,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting.
BY ORDER OF THE BOARD
OF DIRECTORS
Martin D. Cohn,
Secretary
White Haven, Pennsylvania
July 29, 1995
YOUR VOTE IS IMPORTANT
THE BOARD OF DIRECTORS CONSIDERS THE VOTE OF EACH STOCKHOLDER TO BE IMPORTANT,
REGARDLESS OF THE NUMBER OF SHARES HELD. YOU ARE URGED TO DATE, SIGN AND
PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH
YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED AT THE
ANNUAL MEETING. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IN THE EVENT YOU ATTEND THE ANNUAL MEETING.
PROXY STATEMENT
This Proxy Statement is furnished to stockholders in connection with the
solicitation of proxies by the Board of Directors of Electronics, Missiles &
Communications, Inc. (the "COMPANY"), for use at the Annual Meeting of Stock-
holders of the Company to be held on August 29, 1995, or at any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Stockholders and in this Proxy Statement. It is intended that this Proxy
Statement and the enclosed proxy will be first sent to stockholders on or about
July 28, 1995.
Proxies in the accompanying form, which are duly executed and returned pursuant
to this solicitation, will be voted at the Annual Meeting and, where a choice is
specified, will be voted in accordance with the specification made. Any
stockholder who gives a proxy has the power to revoke it by notice to the
Secretary at any time before it is exercised. A later dated proxy will revoke an
earlier proxy, and stockholders who attend the Annual Meeting may, if they wish,
vote in person even though they may have submitted a proxy, in which event the
proxy will be deemed to have been revoked.
The Company will pay all expenses connected with this solicitation of proxies.
In addition to solicitations by mail, officers, directors and regular employees
of the Company may, without additional compensation, solicit proxies on behalf
of the Company in person or by telephone. The Company also expects to reimburse
its transfer agent, Harris Trust and Savings Bank, for its reasonable out-of-
pocket expenses in forwarding proxy materials to stockholders.
In addition, the Company has engaged Proxy Services, Inc. ("PROXY SERVICES") to
assist in the solicitation of proxies. Proxy Services has advised the Company
that its services will include forwarding proxy materials to brokers, banks and
other institutions and, thereafter, contacting them by telephone to assure that
such proxy materials have been received. Proxy Services' aggregate fee of $1,000
for these services and its out-of-pocket expenses will be paid by the Company.
The Company has only one class of capital stock, which is common stock ("COMPANY
STOCK"). Only stockholders of record at the close of business on July 3, 1995,
are entitled to vote at the Annual Meeting. On that date, there were 4,331,422
shares of Company Stock issued and outstanding, with an additional 3,221 shares
held as treasury stock. Stockholders are entitled to one vote for each share of
Company Stock held on all matters to be considered and acted upon at the Annual
Meeting and do not have cumulative voting rights in the election of directors.
The Annual Report to Stockholders for fiscal year ended March 31, 1995, which
includes audited, consolidated financial statements, is being mailed herewith to
all stockholders of record as of the close of business on July 3, 1995. The
Board urges every stockholder to carefully review the Annual Report to Stock-
holders and this Proxy Statement.
BENEFICIAL OWNERSHIP OF STOCK
Under the proxy rules of the Securities and Exchange Commission (the "SEC"), a
person who directly or indirectly has or shares voting power and/or investment
power with respect to a security is considered as a beneficial owner of the
security. Voting power includes the power to vote or direct the voting of shares
, and investment power includes the power to dispose of or direct the disposi-
tion of shares.
MANAGEMENT
The following table provides information, as of July 3, 1995, on the beneficial
ownership of Company Stock held by all directors and the President/CEO (by
naming them), and by all directors and executive officers as a group (without
naming them), as reported by each such person.
AMOUNT AND NATURE
NAME OF OF BENEFICIAL PERCENTAGE
BENEFICIAL OWNER OWNERSHIP OF CLASS
James L. DeStefano 52,843 (1) (2) 1.2%
Joe B. Hassoun 10,902 (1) (2) less than 1%
Michael J. Leib -0- -0-
Evagelia R. Rogiokos 120,836 (3) 2.8%
Leonard S Teven 25,577 (1) less than 1%
All directors and executive
officers as a group 258,483 (1) 6.0%
(1) Includes shares which may be acquired within 60 days upon the
exercise of outstanding stock options granted under the Company's 1985 and 1988
Stock Option Plan: Mr. DeStefano, 6,667 shares; Mr. Hassoun, 3,791 shares; Mr.
Teven, 3,791 shares; and all directors and executive officers as a group, 35,205
shares.
(2) Includes shares registered jointly with spouse.
(3) Includes 510 shares held in 6 custodial accounts, although Mrs.
Rogiokos disclaims beneficial ownership of these shares, and 39,715 shares held
in the name of the Estate of Mrs. Rogiokos' late husband, Rigas Rogiokos, over
which she has voting and investment power.
OTHER BENEFICIAL OWNERS
The following table provides information, as of July 3, 1995, on
the beneficial ownership of more than five percent of Company Stock held by
persons who are not directors or executive officers:
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENTAGE
BENEFICIAL OWNERSHIP OWNERSHIP OF CLASS
Cellular Financial Services, Inc. 233,600 5.4% (2)
P.O. Box 2688
Crossville, TN 38557(1)
Estate of Shirley Chalmers 752,443 (4) 17.4%
clo Burton T. Witt, Esquire
Suite 3900
One North LaSalle Street
Chicago, IL 60602(3)
(1) Information obtained from a Schedule 13D filed with the SEC on
November 13,1991. According to the Schedule 13D, Cellular Financial Services,
Inc. has sole voting and dispositive power with respect to these shares.
(2) 5.5% as of November 13, 1991.
(3) The Company has been advised by independent legal counsel,
based on information provided by the Executor of Miss Chalmers' Estate, Burton
T. Witt, that following probate Mr. Witt will have sole voting power over the
Company Stock held by the Estate and will have shared investment power with
Martin D. Cohn, Secretary of the Company, with respect to such Company Stock.
(4) Includes 6,611 shares which may be acquired by the personal
representative within 60 days upon exercise of outstanding stock options granted
under the Company's 1998 Stock Option Plan.
ELECTION OF DIRECTORS
NOMINEES
The following information concerns nominees to the Board of Directors. Unless
authority to so vote is withheld, it is intended that proxies solicited hereby
will be voted for the election of the five nominees named in the table below.
Those elected will serve until the next Annual Meeting of Stockholders and until
their successors are elected and qualify.
POSITIONS/OFFICES WITH COMPANY;
BUSINESS EXPERIENCE; OTHER
NOMINEE DIRECTOR SINCE DIRECTORSHIPS; AND AGE
James L. DeStefano 1992 President/CEO of the Company
since June, 1992; Vice
President of Comark
Communications, Inc. (high
power TV broadcast equipment
manufacturer) from prior to
1990 to June, 1992; Age 50.
Joe B. Hassoun 1991 Independent computer consultant
since prior to 1990; Since
April, 1995, President of
Infotronic Systems, Inc.
(computer consulting company
and developer of computer
software applications); Age 37.
Michael J. Leib 1995 Chief Executive Officer of
Weatherly Casting and Machine
Company (foundry and
manufacturer of mining and
power generation related
equipment) since prior to 1990;
Director of First Federal
Savings & Loan Association
of Hazleton and Vibra-Tech
Engineers,Inc.; Age 46.
Evagelia R. Rogiokos 1992 Private investor since prior to
1990; Age 54.
Leonard S Teven 1985 President of Target
Communications, Inc.
(advertising company)since
prior to 1990; Age 59.
All of the nominees to be elected at the Annual Meeting are currently directors
of the Company and, with the exception of Mr. Leib, were elected by vote of the
stockholders. In accordance with the Company's by-laws, Mr. Leib was elected a
director by the Board of Directors on June 2, 1995. Shirley Chalmers, a director
of the Company since 1969, died on June 1, 1995, while a member of the Board of
Directors.
The Company's by-laws provide for a minimum of three and a maximum of ten
directors. Proxies cannot be voted for a greater number of persons than those
nominated. In the event any nominee would become unable to serve as a director,
the persons named in the proxy will vote for such substitute nominee, if any,
which the Board of Directors may designate.
VOTE REQUIRED
Only affirmative votes are counted in the election of directors. The five
nominees for election as directors at the Annual Meeting who receive the great-
est number of votes cast for the election of directors by the holders of Company
Stock present in person or represented by proxy and entitled to vote at the
Annual Meeting, a quorum being present, will be elected as directors.
The Board of Directors recommends that you vote "FOR" the five nominees.
BOARD MEETINGS; COMPENSATION OF DIRECTORS
During fiscal year 1995, the Board of Directors met four times. Each director
attended all of those meetings, as well as all of the meetings held by each
standing committee described below on which he or she served during the periods
in which he or she served.
Each member of the Board of Directors, with the exception of the President/CEO,
was entitled to and received $2,500 for each Board Meeting attended during
fiscal year 1995. The Company also pays all travel, accommodation and related
expenses which are incurred by Board members in attending Board meetings. There
is no additional compensation paid to Board members when they sit as members of
a standing committee.
Members of the Board of Directors are also eligible to participate in and
receive stock options under the Company's 1988 Stock Option Plan. Stock options
under the 1988 Stock Option Plan are also available to officers and certain
other employees of the Company, as were stock options under the Company's 1985
Stock Option Plan through June 2, 1995, and are granted under the provisions of
the Plan in the discretion of the Board of Directors.
BOARD COMMITTEES
The Board of Directors has established three standing committees, namely, the
Audit Committee, the Compensation Committee, and the Nominating Committee. Each
committee meets at least once a year. During fiscal year 1995, the Nominating
Committee and the Compensation Committee met once, and the Audit Committee met
three times.
Leonard S. Teven (Chairman), Evagelia Rogiokos and Joe B. Hassoun are the
members of the Audit Committee. Prior to her death, Shirley Chalmers was also a
member of the Audit Committee. The Audit Committee's function includes, but is
not limited to, reviewing the scope of the audit program to assure that audit
coverage and controls are satisfactory, and reviewing the Company's financial
statements with representatives of the independent auditors.
The Compensation Committee (Chairperson: Miss Chalmers, prior to her death)
consists of the entire Board of Directors, except that the President/CEO of the
Company (if a Board member) may not serve or vote on matters regarding his
compensation. The Compensation Committee determines the compensation for all
officers.
The Nominating Committee (Chairman: Mr. Hassoun) consists of the entire Board of
Directors. The Nominating Committee is responsible for nominating persons to
serve on the Board of Directors of the Company and considers nominees for Board
membership recommended by stockholders if made in the manner and within the
period of time required below for the submission of stockholder proposals. The
Nominating Committee is empowered to determine the type of supporting infor-
mation and data required to be submitted with any nomination.
IDENTIFICATION OF EXECUTIVE OFFICERS
As of July 3, 1995, the following individuals served as executive officers of
the Company. All such officers, subject to the provisions of the by-laws of the
Company, serve one year terms of office and are elected by the Board of
Directors at a meeting thereof held immediately following the Annual Meeting of
Stockholders.
POSITIONS/OFFICES WITH COMPANY; BUSINESS NAME
EXPERIENCE; AND AGE
Martin D. Cohn Secretary of the Company and attorney at
law since prior to 1990; Director and
Secretary of Vibra-Tech Engineers, Inc.;
Chairman of the Board of Blue Cross of
Northeastern Pennsylvania; Age 69.
James L. DeStefano See nominee table on Page 4.
Allan J. Harding Vice President-Finance of the Company since
1992; Controller of the Company, 1991-1992;
Controller of Stroud's, Inc. (consumer
retail business) from prior to 1990 to
1991; Age 59.
Kay E. Krull Vice President-Corporate Communications of
the Company since June, 1994. Assistant
Secretary of the Company since 1971; Age 42.
Robert G. Nash Vice President/Director of Engineering of
the Company since 1985; Age 48.
John Saul Vice President/Director of Systems
Engineering of the Company since 1985; Age 53
Perry Spooner Vice President-International Sales of the
Company since June, 1995; Vice
President/Director of International Systems
Engineering of the Company from 1985 to
1995; Age 53.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning the annual, long term and
other compensation of the person holding the position of President/CEO of the
Company as of the end of fiscal year 1995, for services rendered in all
capacities to the Company for fiscal years 1993, 1994 and 1995. Information is
not required as to the compensation of the Company's next four highest paid
executive officers because the total salary and bonus earned by each such
executive officer during fiscal year 1995 did not exceed $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
Awards Payouts
Other
Name annual Restricted All other
and compen- Stock LTIP compen-
Principal Fiscal Salary Bonus sation Award(s) Options Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James L. DeStefano,
President/CEO 1995 $118,031 $25,000 - - 20,000(1) - $10,273(2)
1994 $107,956 $ 5,000 - - - - $11,262(2)
1993 $ 76,654(3) - - - - - -
(1) Represents the number of shares for which a stock option was
granted in June, 1994, under the Company's 1988 Stock Option Plan. No stock
appreciation rights (SARs) were granted in conjunction with this stock option.
(2) Represents amounts paid by the Company for hospitalization and
dental coverage ($3,463 in fy 1993; $4,616 in fy 1994; and $3,627 in fy 1995),
life insurance premiums ($396 in fy 1993 and $594 in fy' s 1994 and 1995), and
lease payments for Company vehicle utilized ($4,725 in fy 1993 and $6,052 in
fy's 1994 and 1995).
(3) Mr. DeStefano commenced employment with the Company on June 29, 1992.
(4) Represents the number of shares for which a stock option was
granted in December, 1992, under the Company's 1988 Stock Option Plan. No SARs
were granted in conjunction with this stock option.
</TABLE>
STOCK OPTIONS
The following table sets forth, as to the person named in the Summary
Compensation Table above, additional information with respect to stock options
granted during fiscal year 1995. There are no SARs available with these stock
options.
OPTION GRANTS IN FISCAL YEAR 1995 (1)
INDIVIDUAL GRANTS
PERCENT OF
TOTAL OPTIONS
GRANTED TO
EMPLOYEES IN EXERCISE OR
OPTIONS BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE
James L. DeStefano, 20,000 48% 3.4375 10/25/97
President/CEO
(1) The Company, as a Small Business Issuer, is not required to
include option valuation information as otherwise required in the proxy rules.
OPTION EXERCISES AND VALUES
The following table sets forth, as to the person named in the Summary
Compensation Table on Page 6, additional information with respect to shares
acquired through the exercise of stock options and the number of shares (and
their values) covered by unexercised stock options held at the end of fiscal
year 1995. There are no SARs available with these stock options.
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
VALUE OF
NUMBER OF lN THE-
UNEXERCISED MONEY
OPTIONS OPTIONS
AT FY AT FY
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
James L. DeStefano, 11,667/ $68,927
President/CEO 40,000 $272,025 (1) 13,333 $79,998 (2)
(1) Based on the Over-the-Counter Market Bulletin Board closing bid price
through November 17, 1994 and, thereafter, on the NASDAQ closing bid price
on the exercise dates.
(2) Based on the NASDAQ closing bid price on March 31, 1995.
</TABLE>
PENSION PLANS, LONG TERM INCENTIVE PLANS
AND OPTION/SAR REPRICING
The Company does not have a pension or other defined benefit or actuarial
retirement plan for its directors, officers or employees, nor does it have in
place any long-term incentive plans. In addition, no action was taken in fiscal
year 1995 to lower the exercise price of an option or SAR.
EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
There is no employment contract between the Company and the person named in the
Summary Compensation Table above. The Company also does not have any compensa-
tory plan or arrangement, with respect to that person, which results or will
result from his resignation, retirement or any other termination of his employ-
ment with the Company or any of its subsidiaries, or which will result from a
change-in-control of the Company or a change in that person's responsibilities
following a change-in-control.
AMENDMENT OF CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
PROPOSAL
The Company is proposing to amend its Certificate of Incorporation to change
its name to EMCEE Broadcast Products, Inc.
DISCUSSION
The Company's management believes that the name "EMCEE Broadcast Products,
Inc." more accurately describes its primary business activity than does its
current corporate name. Moreover, since at least 1992, the Company has been
doing business under the assumed or fictitious name of, and has become rela-
tively well known in its industry as, "EMCEE Broadcast Products". The Company's
management has also found, from conducting business overseas, that the word
"missiles" in its name has generally been confusing to and negatively receive
by both public and private sector customers.
VOTE REQUIRED
Under Delaware law, the affirmative vote of the holders of a majority of the
shares of Company Stock present in person or represented by proxy and entitled
to vote at the Annual Meeting, a quorum being present, is necessary to approve
the proposed amendment. An abstention from voting on a matter by a stockholder
present in person or represented by proxy and entitled to vote, or a broker
non-vote, has the same legal effect as a vote "Against" the matter.
The Board of Directors recommends that you vote "FOR" the proposed amendment.
Unless otherwise directed therein, the proxies solicited hereby will be voted
for the proposed amendment to the Certificate of Incorporation.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Kronick Kalada Berdy & Co. as independent
auditors to audit the financial statements of the Company for fiscal year 1996.
A representative of Kronick Kalada Berdy & Co. is expected to be present at the
Annual Meeting and will be accorded the opportunity to address the stockholders
if desired. That representative will also be available to respond to appro-
priate questions from stockholders.
Kronick Kalada Berdy & Co. audited the financial statements for fiscal
year 1995.
VOTE REQUIRED
Under Delaware law, the affirmative vote of the holders of a majority of the
shares of Company Stock present in person or represented by proxy and entitled
to vote at the Annual Meeting, a quorum being present, is necessary for the
ratification of the appointment of Kronick Kalada Berdy & Co. An abstention
from voting on a matter by a stockholder present in person or represented by
proxy and entitled to vote, or a broker non-vote, has the same legal effect as
a vote "Against" the matter.
The Board of Directors recommends that you vote "FOR" the ratification of the
appointment of Kronick& Kalada Berdy & Co. Unless otherwise directed therein,
the proxies solicited hereby will be voted for the ratification of the appoint-
ment of Kronick Kalada Berdy & Co. In the event the stockholders fail to ratify
the appointment, the Board of Directors will reconsider its selection of inde-
pendent auditors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Martin D. Cohn, who is the Secretary of the Company, is the President and a
stockholder of the law firm of Laputka, Bayless, Ecker & Cohn, P.C. In fiscal
year 1995, the Company paid Laputka, Bayless, Ecker & Cohn, P.C. the sum of
$62,458 for legal services rendered to the Company.
SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that directors and
certain officers of the Company, and persons who own more than ten percent of
Company Stock, file reports of ownership and changes in ownership with the SEC
as to shares of Company Stock beneficially owned by them. Based solely on its
review of copies of such reports received by it, the Company believes that
during fiscal year ended March 31, 1995, all such filing requirements were com-
plied with in a timely fashion except as set forth below.
During fiscal year 1995, Miss Chalmers, Ms. Krull, Mr. Nash, Mr. Saul, Mrs.
Rogiokos and Mr. Spooner each filed one late Form 4. Each such Form 4 involved
one transaction. In addition, Mr. DeStefano, Mr. Harding, Mr. Hassoun and Mr.
Teven each filed two late Form 4's during fiscal year 1995. Each such Form 4
involved one transaction.
1996 STOCKHOLDER PROPOSALS
Stockholder proposals for the 1996 Annual Meeting of Stockholders must be
submitted in writing and received by the Vice President-Corporate Communications
at Electronics, Missiles & Communications, Inc. (or EMCEE Broadcast Products,
Inc., if the above proposal to change the Company's name is duly approved), P.
O. Box 68, White Haven, PA 18661-0068, no later than March 31, 1996, in order
to be eligible for inclusion in the Company's Proxy Statement for the 1996
Annual Meeting.
OTHER BUSINESS
The Board of Directors knows of no other matters which will be brought before
the Annual Meeting of Stockholders. If, however, any other matter shall properly
come before the Annual Meeting, or any adjournment thereof, the persons named in
the proxy will vote thereon in accordance with their discretion and best
judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Martin D. Cohn, Secretary
THE COMPANY FILES A FORM 10-KSB REPORT ANNUALLY WITH THE SEC. THE FORM 10-KSB
REPORT FOR FISCAL YEAR 1995 IS AVAILABLE WITHOUT CHARGE BY WRITING TO THE
COMPANY AT P.O. BOX 68, WHITE HAVEN, PENNSYLVANIA 18661-0068, ATTENTION: VICE
PRESIDENT-CORPORATE COMMUNICATIONS.
September 19, 1995
Securities & Exchange Commission
Attn: Document Control
450 Fifth Street NW
Washington DC 20549
Dear Reader:
Enclosed you will find four copies (one manually signed) of our Form 10-C filed
pursuant to our recent corporate name change. Please be advised that the
changing of our corporate name to EMCEE Broadcast Products, Inc. was duly
approved by shareholders at an Annual Meeting held August 29, 1995.
The effective date for Delaware s filing and acknowledgement of the amended
Certificate of Incorporation is September 13, 1995 (certified copy enclosed).
Also enclosed you will find our Notice of Annual Meeting/Proxy Statement dated
July 28, 1995.
Also - please be advised that a new CUSIP number has been assigned by the CUSIP
Service Bureau to EMCEE Broadcast Products, Inc. effective September 1, 1995 -
that number is 268650-10-8.
If you have any questions pursuant to this name change, or desire further
documentation, please contact the writer at any time.
Yours truly,
KAY E. KRULL
VP-Corporate Relations
/kek
Enclosures
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