EMCEE BROADCAST PRODUCTS, INC.
P.O. Box 68
White Haven, Pennsylvania 18661-0068
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
SEPTEMBER 14, 1998
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 14, 1998, 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 1999; 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 16, 1998,
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, 1998
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 14, 1998, 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 10, 1998.
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 16, 1998, are entitled to vote at the Annual Meeting. On that date there
were 4,023,397 shares of Company Stock issued and outstanding, with an
additional 360,764 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, 1998,
which includes audited, consolidated financial statements, is being mailed
herewith to all stockholders of record as of the close of business on July 16,
1998. 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 16, 1998, 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) 1.02%
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) 3.0%
All directors and executive
officers as a group 254,199(1) 6.32%
<FN>
(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.
</FN>
</TABLE>
Other Beneficial Owners
The following table provides information, as of July 16, 1998, 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>
Estate of Shirley Chalmers 301,470 7.49%
c/o Burton T. Witt, Esquire
Suite 3900
One North LaSalle Street
Chicago, IL 60602 (1)
Quaker Capital Management Corporation 442,500 11.0%
The Arrott Building
401 Wood Street, Suite 1300
Pittsburgh, PA 15222-1824 (2)
Emerald Advisors, Inc. 363,300 9.03%
1857 William Penn Way
Lancaster, PA 17601 (3)
<PAGE>
<FN>
(1) 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.
(2) Information obtained from a Schedule 13G filed with the SEC on
April 9, 1998. According to the Schedule 13G, Quaker Capital Management
Corporation has sole voting and dispositive power with respect to these
shares.
(3) Information obtained from a Schedule 13G filed with the SEC on
February 17, 1998. According to the Schedule 13G, Emerald Advisors, Inc. has
sole dispositive power over all of these shares and sole voting power over
211,700 shares.
</FN>
</TABLE>
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
prior to 1993; Age 53.
Joe B. Hassoun 1991 Independent computer consultant since
prior to 1993; Since April, 1995,
President of Infotronic Systems, Inc.
(computer consulting company and
developer of computer software
applications); Age 40.
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 1993; Director of Northeast
Pennsylvania Financial Corporation,
First Federal Bank and Vibra-Tech
Engineers, Inc.; Age 49.
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 1993; Age
46.
Evagelia R. Rogiokos 1992 Private investor since prior to 1993;
Age 57.
</TABLE>
<PAGE>
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.
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 1998, the Board of Directors met six times. 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, $2,500 for one special Board meeting attended in
person and $250 for one special Board meeting attended via telephonic
conference, during fiscal year 1998. 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. 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
1998, the Nominating Committee met once, and the Audit Committee and
Compensation 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.
<PAGE>
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 16, 1998, 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 1993; Director and Secretary of Vibra-Tech
Engineers, Inc.; Director of Blue Cross of
Northeastern Pennsylvania; Age 72.
James L. DeStefano See nominee table above.
Allan J. Harding Vice President-Finance of the Company since prior
to 1993; Age 62.
Robert G. Nash Vice President/Director of Engineering of the
Company since prior to 1993; Age 51.
John Saul Vice President/Director of Systems Engineering of
the Company since prior to 1993; Age 56.
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 56.
</TABLE>
Compensation of Executive Officers
The following table sets forth information concerning the
compensation paid for services rendered in all capacities to the Company for
the last three fiscal years to the person holding the position of
President/CEO of the Company as of the end of fiscal year 1998. 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 1998 did not exceed $100,000.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Other Awards Payouts
annual Restricted All other
Name & Fiscal compen- Stock Options LTIP compen-
Principal Year Salary ($)Bonus($)sation($)awards($) (#) Payouts sation
($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James L.
DeStefano, 1998 $147,981 $10,000 --- --- --- --- $10,976(1)
President/
CEO 1997 $139,472 $25,000 --- --- 20,000(2)--- $10,742(1)
1996 $124,954 $25,000 --- --- --- --- $12,130(1)
<FN>
(1) Represents amounts paid by the Company for hospitalization and dental
coverage($5,502 in fy 1996; $4,004 in fy 1997; and $4,214 in 1998), life
insurance premiums ($576 in fy 1996; $522 in fy 1997; and $546 in fy 1998),
lease payments for Company vehicle utilized ($6,052 in fy 1996), and lease
value of Company vehicle utilized ($6,216 in fy's 1997 and 1998).
(2) Represents the number of shares for which a stock option was granted
in November, 1996 under the Company's 1996 Stock Option Plan. No stock
appreciation rights (SARs) were granted in conjunction with these stock
options.
</FN>
</TABLE>
Stock Options
There were no stock options granted in fiscal year 1998 to the person
named in the Summary Compensation Table above. Therefore, the Option Grants
table has been omitted.
Option Exercises and Values
The following table sets forth, as to the person named in the Summary
Compensation Table above, information with respect to shares acquired
through the exercise of stock options and the number of shares (and their
values) covered by unexercised stock options held at the end of fiscal year
1998. There are no SARs available with these stock options.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY AT FY
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
James L. DeStefano, 15,000/ $47,875/
President/CEO -0- -0- 20,000 $62,500(1)
<FN> (1) Based on the NASDAQ Stock Market closing bid price on March 31, 1998.
</FN>
</TABLE>
<PAGE>
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 1998 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 1999.
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 1998.
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 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.
<PAGE>
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 and less than
$60,000 for such services rendered in fiscal year 1998.
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, 1998, all such
filing requirements were complied with in a timely fashion, with the
exception of one late filing on Form 4 in February, 1998, by Board Member,
Richard Nardone, covering 4,000 shares of Company stock.
1999 STOCKHOLDER PROPOSALS
Stockholder proposals for the 1999 Annual Meeting of Stockholders must be
submitted in writing and received by the Director of Financial Public
Relations at EMCEE Broadcast Products, Inc., P.O. Box 68, White Haven, PA
18661-0068, no later than April 13, 1999, in order to be eligible for
inclusion in the Company's Proxy Statement for the 1999 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 1998 IS AVAILABLE WITHOUT CHARGE BY WRITING
TO THE COMPANY AT P.O. BOX 68, WHITE HAVEN, PENNSYLVANIA 18661-0068,
ATTENTION: MS. LINDA TEBERIO.
