EMCEE BROADCAST PRODUCTS, INC.
P.O. Box 68
White Haven, Pennsylvania 18661-0068
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
SEPTEMBER 8, 1997
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of EMCEE Broadcast Products, Inc. will
be held at the Pocono Ramada Inn, Route 940, White Haven, Carbon County,
Pennsylvania, on September 8, 1997, at 11:00 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 ratification of the appointment of Kronick Kalada Berdy & Co. as
independent auditors to audit the financial statements of the Company for fiscal
year 1998; and
3. 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 11, 1997,
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, 1997
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.
<PAGE>
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished to stockholders in connection with the
solicitation of proxies by the Board of Directors of EMCEE Broadcast Products,
Inc. (the "COMPANY"), for use at the Annual Meeting of Stockholders of the
Company to be held on September 8, 1997, 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 August 5, 1997.
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, American Stock Transfer & Trust Company, for its
reasonable out-of-pocket expenses in forwarding proxy materials to stockholders.
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
11, 1997, are entitled to vote at the Annual Meeting. On that date there were
4,184,161 shares of Company Stock issued and outstanding, with an additional
200,000 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, 1997,
which includes audited, consolidated financial statements, is being mailed
herewith to all stockholders of record as of the close of business on July 11,
1997. The Board urges every stockholder to carefully review the Annual Report to
Stockholders 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
disposition of shares.
Management
The following table provides information, as of July 11, 1997, 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.
<PAGE>
<TABLE>
<CAPTION> AMOUNT AND NATURE
NAME OF OF BENEFICIAL PERCENTAGE
BENEFICIAL OWNER OWNERSHIP OF CLASS
<S> <C> <C>
James L. DeStefano 41,176(1)(2) less than 1%
Joe B. Hassoun 18,486(1)(2) less than 1%
Michael J. Leib 3,452 less than 1%
Richard J. Nardone - 0 - 0%
Evagelia R. Rogiokos 120,836(3) 2.89%
All directors and executive
officers as a group 254,199(1) 6.07%
</TABLE>
(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, 15,000 shares; Mr. Hassoun, 11,375
shares;and all directors and executive officers as a group, 36,675 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 11, 1997, on the
beneficial ownership of more than five percent of Company Stock held by
persons who are not directors or executive officers:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENTAGE
BENEFICIAL OWNER OWNERSHIP OF CLASS
<S> <C> <C>
Cellular Financial Services, Inc. 233,600 5.58%
P.O. Box 2688
Crossville, TN 38557(1)
Estate of Shirley Chalmers 301,470 7.2 %
c/o Burton T. Witt, Esquire
Suite 3900
One North LaSalle Street
Chicago, IL 60602 (2)
Emerald Advisors,Inc. 375,100 8.96%
1857 William Penn Way
Lancaster, PA 17601 (3)
BankAmerica Corporation 252,100 6.02%
(and certain affiliates)
555 California Street
San Francisco, CA 94104 (4)
</TABLE>
<PAGE>
(1) Information obtained from a Schedule 13D filed with the SEC on November
13, 1991.
(2) Information obtained from an amended Schedule 13D filed with the SEC on
November 5, 1996. According to the amended Schedule 13D,the Executor,Burton
T. Witt, has sole voting power and shares dispositive power with Martin D.
Cohn with respect to these shares. The amended 13D also discloses that the
beneficiary with respect to these shares is the Weizmann Institute of
Science.
(3) Information obtained from a Schedule 13G filed with the SEC on or about
February 7, 1997. The 13G indicates that Emerald Advisors, Inc. has sole
voting power over 158,400 shares, shared voting power over none of the
reported shares, and sole dispositive power over all of the reported shares
(4) Information obtained from a Schedule 13G filed with the SEC on or about
February 12, 1997. The 13G indicates that Bank of America NT&SA ("BANTSA"),
a subsidiary of BankAmerica Corporation ("BAC"), is a beneficial owner of
all 252,100 shares, of which it has sole voting power over 213,450 shares,
shared voting power over 27,400 shares, sole dispositive power over183,700
shares, and shared dispositive power over 68,400 shares. The 13G also
discloses that BofA Capital Management, Inc. ("BCM"), a subsidiary of
BANTSA, is a beneficial owner of 29,400 of the 252,100 shares, of which it
holds sole voting power over 27,400 shares and sole dispositive power over
all such shares. The Company interprets the 13G to indicate that BAC is not
the direct beneficial owner of any of the reported shares but, due to its
corporate relationship with BANTSA and BCM, is an indirect beneficial owner
of all reported shares, having shared voting power over 240,850 shares and
shared dispositive power over all such shares.
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.
<TABLE>
<CAPTION>
POSITIONS/OFFICES WITH COMPANY;
BUSINESS EXPERIENCE; OTHER
NOMINEE DIRECTOR SINCE DIRECTORSHIPS; AND AGE
<S> <C> <C>
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 June, 1992; Age 52.
Joe B. Hassoun 1991 Independent computer consultant since
prior to 1992; Since April, 1995,
President of Infotronic Systems, Inc.
(computer consulting company and
developer of computer software
applications); Age 39.
<PAGE>
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 1992; Director of First Federal
Savings & Loan Association of Hazleton
and Vibra-Tech Engineers, Inc.; Age 48.
Richard J. Nardone 1995 President of IMG Management Services
Corporation (human resource consulting
business) and Director of Plastic
Companies Enterprises (plastics
manufacturer) since prior to 1992; Age
45.
Evagelia R. Rogiokos 1992 Private investor since prior to 1992;
Age 56.
</TABLE>
All of the nominees to be elected at the Annual Meeting are currently
directors of the Company and were elected by vote of the stockholders. On
January 5, 1997, Leonard S. Teven, a member of the Board since 1985, died
during his term as a director of the Company.
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
greatest 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 1997, the Board of Directors met five times. With the
exception of the late Mr. Teven, who was absent from the November 18th
Board meeting, each director attended all of those meetings held during
the period for which he/she served as a director, as well as all of
the meetings held by each standing committee on which he/she served during
the periods in which he/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 of the four
regular Board meetings and $250 for one special Board meeting attended
during fiscal year 1997. 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 and 1996 Stock Option
Plans.
<PAGE>
Stock options under both Plans are also available to officers and certain
other employees of the Company, and are granted under the provisions
thereof in the discretion of the Board of Directors or a committee thereof.
Board Committees
The Board of Directors has standing audit, compensation and nominating
committees. Each committee meets at least once a year. During fiscal year
1997, the Nominating Committee and the Compensation Committee met once, and
the Audit Committee met twice.
Richard J. Nardone (Chairman), Michael J. Leib, Evagelia Rogiokos and Joe B
Hassoun are the members 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.
All of the directors (Mr. Leib : Chairman) are members of the Compensation
Committee, except that the President/CEO may not serve or vote on matters
regarding his compensation as an officer of the Company. The Compensation
Committee determines the compensation for all officers.
Mr. Hassoun (Chairman), Mr. Leib, Mrs. Rogiokos and Mr. Nardone are members
of the Nominating Committee. 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 information and data required to be
submitted with any nomination.
IDENTIFICATION OF EXECUTIVE OFFICERS
As of July 11, 1997, 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.
<TABLE>
<CAPTION>
POSITIONS/OFFICES WITH
NAME COMPANY; BUSINESS EXPERIENCE; AND AGE
<S> <C>
Martin D. Cohn Secretary of the Company and attorney at law since prior
to 1992; Director and Secretary of Vibra-Tech Engineers,
Inc.; Director of Blue Cross of Northeastern
Pennsylvania; Age 71.
James L. DeStefano See nominee table above.
Allan J. Harding Vice President-Finance of the Company since 1992;
Controller of the Company, 1991-1992. Age 61.
Robert G. Nash Vice President/Director of Engineering of the Company
since prior to 1992; Age 50.
<PAGE>
John Saul Vice President/Director of Systems Engineering of the
Company since prior to 1992; Age 55.
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
55.
</TABLE>
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 1997, for services rendered in
all capacities to the Company for fiscal years 1995, 1996 and 1997.
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 1997 did not
exceed $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Other
annual
Name and Fiscal compen-
Principal Position Year Salary($) Bonus($) sation($)
<S> <C> <C> <C> <C>
James L. DeStefano, 1997 $139,472 $25,000 ---
President/CEO 1996 $124,954 $25,000 ---
1995 $118,031 $30,000 ---
</TABLE>
<TABLE>
<CAPTION>
Long Term Compensation
Awards Payouts
Restrict- All other
ed stock Options LTIP compen-
awards($) (#) Payouts($) sation($)
<S> <C> <C> <C>
--- 20,000 (1) --- $10,439 (2)
--- --- --- $12,130 92)
--- 20,000 (1) --- $10,273 (2)
</TABLE>
(1) 1995: Represents the number of shares for which a stock option was
granted in June, 1994, under the Company's 1988 Stock Option Plan. 1997:
Represents the number of shares for which a stock option was granted in
November, 1996 under the Company's 1996 Stock Option Plan. No stock
<PAGE>
appreciation rights (SARs) were granted in conjunction with these stock
options.
(2) Represents amounts paid by the Company for hospitalization and dental
coverage ($3,627 in fy 1995; and $5,502 in fy 1996; and $4,004 in fy 1997),
life insurance premiums ($594 in fy 1995; $576 in fy 1996 and $522 in fy
1997),lease payments for Company vehicle utilized ($6,052 in fy's 1995 and
1996), and lease value of Company vehicle utilized ($6,216 fy 1997).
Stock Options
The following table sets forth, as to the person named in the Summary
Compensation Table above, additional information with respect to stock
options granted during fiscal year 1997. There are no SARs available with
these stock options.
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL YEAR 1997 (1)
INDIVIDUAL GRANTS
PERCENT OF
TOTAL OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#)FISCAL YEAR ($/SHARE) DATE
<S> <C> <C> <C> <C>
James L. DeStefano, 20,000 26% 6.16 11/18/01
President/CEO
</TABLE>
(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 above, 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
1997.
There are no SARs available with these stock options.
<TABLE>
<CAPTION> AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF
UNEXERCISED IN-THE-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, 15,000/ $47,813/
President/CEO 5,000 $(12,500)(1) 20,000 $63,750(2)
</TABLE>
<PAGE>
(1) Based on the NASDAQ Stock Market closing bid price on the exercise
date.
(2) Based on the NASDAQ Stock Market closing bid price on March 29, 1997.
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 1997 to lower the exercise price of an option or SAR.
Employment Contracts and Termination of
Employment and Change-In-Control Arrangements
The Company has entered into a Change in Control Agreement with Mr.
DeStefano, the person who is named in the Summary Compensation Table above.
The Agreement is for a term of 5 years from December 28, 1995. Generally,
change in control benefits accrue to Mr. DeStefano under the Agreement if
(1) his employment with the Company is terminated, or (2) he experiences a
decrease in his compensation of 3% or more or (3) he is required to
relocate his place of employment outside of a 50 mile radius of White Haven
Pennsylvania, at any time within a 24-month period following a "change in
control" of the Company, which is specifically defined in the Agreement.
Subject to certain limitations and restrictions set forth in the Agreement,
the maximum change in control benefit Mr. DeStefano would be entitled to
receive thereunder would be two times his average aggregate compensation --
which includes all monetary compensation plus the monetary value of any
perquisite or fringe benefit (excluding stock options and restricted stock
awards) not available to all other full time Company employees on
substantially the same terms and conditions -- for the two years
immediately preceding the accrual of the change in control benefit. The
Agreement also restricts Mr. DeStefano's right to compete against the
Company and his disclosure of confidential or proprietary Company
information.
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 1998.
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 appropriate questions from stockholders.
Kronick Kalada Berdy & Co. audited the financial statements for fiscal year
1997.
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
<PAGE>
appointment of Kronick Kalada Berdy & Co. Unless otherwise directed
therein,the proxies solicited hereby will be voted for the ratification of
the appointment of Kronick Kalada Berdy & Co. In the event the stockholders
fail to ratify the appointment, the Board of Directors will reconsider its
selection of independent 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 1997, the Company paid Laputka, Bayless, Ecker & Cohn, P.C.the
sum of $91,963 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 thatdirectors
and certain officers of the Company, and persons who own more than ten
percent of Company Stock, file reports of ownership and changes inownership
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, 1997, all such filing
requirements were complied with in a timely fashion.
1998 STOCKHOLDER PROPOSALS
Stockholder proposals for the 1998 Annual Meeting of Stockholders must be
submitted in writing and received by the Administrative Assistant to the
President/CEO at EMCEE Broadcast Products, Inc., P.O. Box 68, White Haven,
PA 18661-0068, no later than April 8, 1998, in order to be eligible for
inclusion in the Company's Proxy Statement for the 1998 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 1997 IS AVAILABLE WITHOUT CHARGE BY WRITING TO THE
COMPANY AT P.O. BOX 68, WHITE HAVEN, PENNSYLVANIA 18661-0068, ATTENTION:
ADMINISTRATIVE ASSISTANT TO THE PRESIDENT/CEO.
