EMCEE BROADCAST PRODUCTS, INC.
P.O. Box 68
White Haven, Pennsylvania 18661-0068
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
AUGUST 28, 2000
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 28, 2000, 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 2001; and
3. Such other business as may properly come before the Annual Meeting,
or any adjournment of the Annual Meeting.
The Board of Directors has fixed the close of business on July 14,
2000, 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 28, 2000
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"). The proxies will be used at the Annual
Meeting of Stockholders of the Company to be held on August 28, 2000, or at
any adjournment of that meeting. The accompanying Notice of Annual Meeting
of Stockholders and this Proxy Statement describe the purposes for which
the proxies will be used. It is intended that this Proxy Statement and the
enclosed proxy will be first sent to stockholders on or about July 28,
2000.
Proxies in the accompanying form, which are appropriately signed and
timely returned, will be voted at the Annual Meeting. Where a choice is
provided in the proxy, it will be voted in accordance with the choice the
stockholder makes. Any stockholder who gives a proxy has the power to
revoke it by giving notice to the
Secretary at any time before it is exercised. A later dated proxy will
<PAGE>
revoke an earlier proxy. Stockholders who attend the Annual Meeting may, if
they wish, vote in person even though they may have submitted a proxy. In
that case 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 will also reimburse its transfer agent, American Stock Transfer &
Trust Company, for its reasonable out-of-pocket expenses incurred 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 14, 2000, are entitled to vote at the Annual Meeting. On that date
there were 4,041,709 shares of Company Stock issued and outstanding, with
an additional 364,652 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. Stockholders do not
have cumulative voting rights in the election of directors and do not have
rights of appraisal or similar dissenter's rights with respect to any
matter to be acted upon at the Annual Meeting.
The Annual Report to Stockholders for fiscal year ended March 31,
2000, which includes audited, consolidated financial statements, is being
mailed with this Proxy Statement to all stockholders of record as of the
close of business on July 14, 2000. 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 14, 2000, 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF OF BENEFICIAL PERCENTAGE
BENEFICIAL OWNER OWNERSHIP OF CLASS
<S> <C> <C>
James L. DeStefano 48,976(1)(2) 1.21%
Joe B. Hassoun 28,286(1)(2) less than 1%
Robert D. Hostetler -0- -0-
Michael J. Leib 15,252 less than 1%
Richard J. Nardone 11,800 less than 1%
<PAGE>
Evagelia R. Rogiokos 130,636(3) 3.23%
All directors and
executive
officers as a group 301,621(1) 7.46%
<FN>
(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, 20,000 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, 115,675
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 14,2000, 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>
Quaker Capital Management Corporation 227,500 5.62%
The Arrott Building
401 Wood Street, Suite 1300
Pittsburgh, PA 15222-1824 (1)
Dimension Fund Advisors, Inc. 239,100 5.92%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 (2)
<FN>
(1) Information obtained from a Schedule 13G filed with the SEC on May 8,
2000. According to the Schedule 13G, Quaker Capital Management Corporation
has sole voting and dispositive power over these shares.
(2) Information obtained from a Schedule 13G filed with the SEC on
February 11, 2000. According to the Schedule 13G, Dimension Fund Advisors,
Inc. has sole voting and dispositive power over these shares.
</FN>
</TABLE>
<PAGE>
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
1995; Age 55.
Robert D. Hostetler 2000 Vice-President of Mergers and Acquisitions
for American Telecasting, Inc. from 1993 to
1996; Director of American Telecasting,
Inc. from 1994 to 1999; and President/CEO
of American Telecasting, Inc. from 1996 to
1999; Age 58.
POSITIONS/OFFICES WITH COMPANY;
BUSINESS EXPERIENCE; OTHER
NOMINEE DIRECTOR SINCE DIRECTORSHIPS; AND AGE
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
1995; Director of Northeast Pennsylvania
Financial Corporation, First Federal Bank
and Vibra-Tech Engineers, Inc.; Age 51.
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 1995; Age 48.
Evagelia R. Rogiokos 1992 Private investor since prior to 1995; Age
59.
</TABLE>
All of the nominees to be elected at the Annual Meeting are currently
directors of the Company and, except Mr. Hostetler, were elected by vote of
the stockholders. Mr. Hostetler was elected director by the Board of
Directors on June 2, 2000.
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
<PAGE>
those nominated. The Company expects each nominee for election as a
director to be able and willing to serve if elected. If any nominee would
become unable or unwilling to serve as a director, the persons named in the
proxy will vote for the substitute nominee, if any, which the Board of
Directors designates.
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 2000, the Board of Directors met six times (four
regular meetings and two special meetings). Mrs. Rogiokos did not attend
two special meetings. Otherwise, each director attended all of the 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 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 2000.
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 1996 Stock Option Plan. Stock
options under the Plan are also available to officers and certain other
employees of the Company, and are granted under the provisions of the Plan
in the discretion of the Board of Directors or a committee of the Board.
Board Committees
The Board of Directors has standing audit, compensation and nominating
committees. Each committee meets at least once a year. During fiscal year
2000, 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.
<PAGE>
IDENTIFICATION OF EXECUTIVE OFFICERS
As of July 14, 2000, 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>
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 1995; Director and Secretary of Vibra-Tech Engineers,
Inc.; Age 74.
James L. DeStefano See nominee table above.
Allan J. Harding Vice President-Finance of the Company since prior to 1995;
Age 64.
Robert G. Nash Vice President/Director of Engineering of the Company
since prior to 1995; Age 53.
John Saul Vice President/Director of Systems Engineering of the C
Company since prior to 1995; Age 58.
Perry Spooner Vice President-International Sales of the Company
since prior to 1995; Age 58.
</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 2000. 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 2000 did not exceed $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Other Awards Payouts
annual Restrict- All other
Name& Fiscal compen- ed stock Options LTIP compen
Principal Year Salary($)Bonus($)sation($)awards($)(#) Payouts($) sation($)
Position
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James L. 2000 $152,855 -- --- --- --- --- 12,411(1)
DeStefano
President/
CEO 1999 $147,102$ 7,000 --- --- --- --- 11,600(1)
1998 $147,981$ 10,000 --- --- --- --- $10,976(1)
<PAGE>
<FN>
(1) Represents amounts paid by the Company for hospitalization and dental
coverage ($4,214 in 1998;$4,564 in fy 1999; and fy $5,179 in 2000), life
insurance premiums ($546 in fy 1998;$618 in fy 1999; and $666 in fy 2000),
long-term disability premium ($202 in fy 1999; and $350 in fy 2000), and
lease value of Company vehicle utilized ($6,216 in fy's 1998; 1999 and;
2000).
</FN>
</TABLE>
Stock Options
There were no stock options granted in fiscal year 2000 to the person
named in the Summary Compensation Table above. Therefore, the Option Grants
table has been omitted.
Option Exercises and Values
The following table sets forth, as to the person named in the Summary
Compensation Table above, information with respect to shares acquired
through the exercise of stock options and the number of shares (and their
values) covered by unexercised stock options held at the end of fiscal year
2000. There are no SARs available with these stock options.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2000
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FY AT FY
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
James L.
DeStefano, 20,000/ $132,500/
President/
CEO -0- -0- - 0 - $ - 0 -(1)
<FN>
(1) Based on the NASDAQ Stock Market closing bid price on March 31, 2000.
</FN>
</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 2000 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,
<PAGE>
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. Subject to certain
limitations and restrictions set forth in the Agreement, the
maximum change in control benefit Mr. DeStefano would be entitled to
receive would be two times his average aggregate compensation for the two
years immediately preceding the accrual of the change in control benefit.
"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. 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 2001.
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 2000.
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.
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 2000, the Company paid Laputka, Bayless, Ecker & Cohn, P.C. the
sum of $80,049 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,
2000, all such filing requirements were complied with in a timely fashion,
with the exception of one late filing on Form 4 by executive officer,
<PAGE>
Robert G. Nash, for one transaction occurring on November 30, 1999 and
involving 2,200 shares of Company Stock.
2001 STOCKHOLDER PROPOSALS
A stockholder proposal to be presented at the 2001 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 16, 2001. 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 2001 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, 2001.
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 of the
meeting, the persons named in the proxy will vote on the matter 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 2000 IS AVAILABLE WITHOUT CHARGE BY WRITING
TO THE COMPANY AT P.O. BOX 68, WHITE HAVEN, PENNSYLVANIA 18661-0068,
ATTENTION: MS. LINDA TEBERIO.
