EMCEE BROADCAST PRODUCTS, INC.
P.O. Box 68
White Haven, Pennsylvania 18661-0068
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
AUGUST 30, 1999
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of EMCEE Broadcast Products, Inc. will
be held at the Woodlands Inn and Resort, 1073 Highway 315, Wilkes-Barre,
Pennsylvania 18702, on August 30, 1999, 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 2000; 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 15, 1999,
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, 1999
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 EMCEE Broadcast Products,
Inc. (the COMPANY), for use at the Annual Meeting of Stockholders of the
Company to be held on August 30, 1999, 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 30, 1999.
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
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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
15, 1999, are entitled to vote at the Annual Meeting. On that date there were
3,982,397 shares of Company Stock issued and outstanding, with an additional
401,764 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, 1999,
which includes audited, consolidated financial statements, is being mailed
herewith to all stockholders of record as of the close of business on July 15,
1999. 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 15, 1999, 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 66,676(1)(2) 1.67%
Joe B. Hassoun 28,486(1)(2) less than 1%
Michael J. Leib 15,252 less than 1%
Richard J. Nardone 11,800 less than 1%
Evagelia R. Rogiokos 130,636(3) 3.28%
All directors and executive
officers as a group 357,632(1) 8.98%
(1) Includes shares which may be acquired within 60 days upon the
exercise of outstanding stock options granted under the Company's 1985, 1988
and 1996 Stock Option Plans: Mr. DeStefano, 35,000 shares; Mr. Hassoun, 21,375
shares; Mr. Leib, 9,800 shares; Mr. Nardone, 9,800 shares; Mrs. Rogiokos,
9,800 shares; and all directors and executive officers as a group, 136,075
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
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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 15, 1999, 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 OWNER OWNERSHIP OF CLASS
Estate of Shirley Chalmers 301,470 7.57%
c/o Burton T. Witt, Esquire
Suite 3900
One North LaSalle Street
Chicago, IL 60602 (1)
Quaker Capital Management Corporation 444,500 11.16%
The Arrott Building
401 Wood Street, Suite 1300
Pittsburgh, PA 15222-1824 (2)
Dimensional Fund Advisors, Inc. 240,000 6.03%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 (3)
(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 (Amendment No. 1) filed with
the SEC on February 2, 1999. 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
11, 1999. According to the Schedule 13G, Dimensional Fund Advisors, Inc. has
sole voting and dispositive power over all of these 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.
POSITIONS/OFFICES WITH COMPANY;
BUSINESS EXPERIENCE; OTHER
NOMINEE DIRECTOR SINCE DIRECTORSHIPS; AND AGE
James L. DeStefano 1992 President/CEO of the Company since
prior to 1994; Age 54.
Joe B. Hassoun 1991 Independent computer consultant
since prior to 1994; Since April,
1995, President of Infotronic
Systems, Inc. (computer software
consulting business); Age 41.
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Michael J. Leib 1995 Chief Executive Officer of Weatherly
Casting and Machine Company (foundry
and manufacturer of products to the
power generation, material handling
and industrial pump industries)
since prior to 1994; Director of
Northeast Pennsylvania Financial
Corporation, First Federal Bank and
Vibra-Tech Engineers, Inc.; Age 50.
Richard J. Nardone 1995 President of IMG Management Services
Corporation (strategic planning,
organizational and human resources
consulting firm) and Director of
Plastic Companies Enterprises
(plastics manufacturer) since prior
to 1994; Age 47.
Evagelia R. Rogiokos 1992 Private investor since prior to
1994; Age 58.
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 1999, the Board of Directors met six times (four regular
meetings and two special meetings). 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 regular
Board meetings, which were attended in person, and $250 for each of the
special Board meetings, which were attended via telephonic conference, during
fiscal year 1999. 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.
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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
1999, the Nominating Committee and 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 15, 1999, 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
NAME COMPANY; BUSINESS EXPERIENCE; AND AGE
Martin D. Cohn Secretary of the Company and attorney at law since prior
to 1994; Director and Secretary of Vibra-Tech Engineers,
Inc.; Director of Blue Cross of Northeastern
Pennsylvania; Age 73.
James L. DeStefano See nominee table above.
Allan J. Harding Vice President-Finance of the Company since prior to
1994; Age 63
Robert G. Nash Vice President/Director of Engineering of the Company
since prior to 1994; Age 52
John Saul Vice President/Director of Systems Engineering of the
Company since prior to 1994; Age 57
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W. 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 57
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 1999. 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 1999 did not exceed $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Other Awards Payouts
annual Restrict- All other
Name and Fiscal compen- ed stock Options LTIP compen-
Principal Position Year Salary Bonus sation) awards (#) Payouts sation($)
James L.DeStefano 1999 $147,102 $ 7,000 --- --- --- --- $11,690(1)
President/CEO 1998 $147,981 $10,000 --- --- --- --- $10,976(1)
1997 $139,472 $25,000 --- --- 20,000(2)--- $10,742(1)
(1) Represents amounts paid by the Company for hospitalization and dental
coverage ($4,004 in fy 1997; $4,214 in 1998; and $4,564 in fy 1999), life
insurance premiums ($522 in fy 1997; $546 in fy 1998; and $618 in fy 1999),
long-term disability premium ($202 in fy 1999), and lease value of Company
vehicle utilized ($6,216 in fy's 1997, 1998 and 1999).
(2) Represents the number of shares for which a stock option was granted in
November, 1996 under the Company's 1996 Stock Option Plan. No stock
appreciation rights (SARs) were granted in conjunction with these stock
options.
Stock Options
There were no stock options granted in fiscal year 1999 to the person named
in the Summary Compensation Table above. Therefore, the Option Grants table
has been omitted.
Option Exercises and Values
The following table sets forth, as to the person named in the Summary
Compensation Table above, information with respect to shares acquired through
the exercise of stock options and the number of shares (and their values)
covered by unexercised stock options held at the end of fiscal year 1999.
There are no SARs available with these stock options.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY AT FY
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($)UNEXERCISABLE UNEXERCISABLE
James L. DeStefano, 35,000/ $80,955/
President/CEO -0- -0- - 0 - $ - 0 -(1)
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(1) Based on the NASDAQ Stock Market closing bid price on March 31, 1999.
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 1999 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 2000.
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
1999.
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 1999, the Company paid Laputka, Bayless, Ecker & Cohn, P.C. the sum of
$65,043 for legal services rendered to the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 1999, all such filing requirements were
complied with in a timely fashion, with the exception of one late filing on
Form 4 by Board Member, Richard J. Nardone, for one transaction occurring on
March 16,1999 and involving 2,000 shares of Company Stock, and one late filing
on Form 4 by executive officer, Robert G. Nash, for one transaction occurring
on December 23, 1998 and involving 2,200 shares of Company Stock.
2000 STOCKHOLDER PROPOSALS
A stockholder proposal to be presented at the 2000 Annual Meeting of
Stockholders will be considered as being timely made only if the proponent
provides the Company with notice thereof on or before June 27, 2000. If such
notice is not given within such time, the persons named in the proxy will have
discretionary voting power as to such proposal. If such notice is given within
such time, the persons named in the proxy may not have discretionary voting
power as to such proposal. To be eligible for inclusion in the Company's Proxy
Statement for the 2000 Annual Meeting of Stockholders, stockholder proposals
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 2, 2000.
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 1999 IS AVAILABLE WITHOUT CHARGE BY WRITING TO
THE COMPANY AT P.O. BOX 68, WHITE HAVEN, PENNSYLVANIA 18661-0068, ATTENTION:
MS. LINDA TEBERIO.
