SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Environmental Tectonics Corporation
(Name of Registrant as Specified In Its Charter)
Stevens & Lee
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies: n/a
2) Aggregate number of securities to which transaction
applies: n/a
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11./1/
4) Proposed maximum aggregate value of transaction: n/a
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing party:
4) Date filed:
________________________
/1/ Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE>
ENVIRONMENTAL TECTONICS CORPORATION
_________________________________________
Notice of Annual Meeting of Shareholders
August 16, 1995
_______________________________________
The Annual Meeting of the Shareholders of Environmental Tectonics
Corporation will be held at the offices of the Company, County
Line Industrial Park, Southampton, Pennsylvania on Wednesday,
August 16, 1995, at 10:00 a.m. (eastern time) for the following
purposes:
1. To elect five directors to serve until their successors have
been elected and qualified.
2. To transact such other business as may properly come before
the meeting.
The record date for determination of shareholders entitled to
notice of and to vote at the meeting is June 20, 1995.
By Order of the Board of Directors
ANN M. ALLEN, Secretary
July 28, 1995
Whether or not you expect to attend the meeting, please sign and
date the enclosed proxy and return it promptly in order that your
stock may be voted. If you attend the meeting, you may withdraw
your proxy and vote in person.
<PAGE>
ENVIRONMENTAL TECTONICS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 16, 1995
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Environmental Tectonics
Corporation, a Pennsylvania corporation (the "Corporation" or the
"Company"), of proxies in the accompanying form for use at the
Annual Meeting of Shareholders to be held at 10:00 a.m. (eastern
time) on August 16, 1995, at the Company's executive offices at
County Line Industrial Park, Southampton, PA 18966 and at any
adjourned meeting thereof (the "Annual Meeting"). This Proxy
Statement and accompanying form of proxy are being first sent or
given to security holders on or about July 31, 1995. The expense
of soliciting proxies will be borne by the Company.
ACTION TO BE TAKEN UNDER THE PROXIES
When a proxy in the enclosed form is properly executed and
returned in the envelope provided, the shares represented thereby
will be voted at the Annual Meeting in accordance with the
instructions specified therein. Absent clear instructions to the
contrary, such shares will be voted in favor of the election, as
directors, of the Board of Directors' nominees. Any such proxy
may be revoked at any time before its exercise by (i) executing
and delivering a later dated proxy to the Secretary of the
Corporation, (ii) giving written notice of revocation to the
Secretary of the Corporation, or (iii) by voting in person at the
Annual Meeting. The mailing address of the Corporation is County
Line Industrial Park, Southampton, PA 18966.
VOTING SECURITIES AND RECORD DATE
The close of business on June 20, 1995, has been fixed as
the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. On the record date,
the Corporation had outstanding 2,908,121 shares of Common Stock,
$.10 par value per share ("Common Stock"). Each share of Common
Stock is entitled to one vote on all matters coming before the
Annual Meeting including the election of directors. The
presence, in person or by proxy, of shareholders entitled to cast
a majority of the votes which all shareholders are entitled to
cast shall constitute a quorum at the Annual Meeting.
Abstentions with respect to one or more proposals voted upon at
the Special Meeting will be included for purposes of determining
a quorum for the Annual Meeting.
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of June 20, 1995, the
number of shares and percentage of the Company's Common Stock
owned beneficially by each director, each nominee for director,
and each person holding, to the Company's knowledge, more than 5%
of the outstanding Common Stock. The table also sets forth the
holdings of directors and officers as a group.
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent of
Name and Address of Beneficial Owner Ownership Class
<S> <C> <C>
William F. Mitchell 946,603 32.6%
c/o Environmental Tectonics
Corporation
County Line Industrial Park
Southampton, PA 18966
Pete L. Stephens, M.D. 307,050 (1) 10.6%
1 Eleni Lane
West Chester, PA 19382
Richard E. McAdams 28,823 (2),(3) *
c/o Environmental Tectonics
Corporation
County Line Industrial Park
Southampton, PA 18966
Michael A. Mulshine 0 (4) *
Osprey Partners
2517 Route 35
Manasquan, NJ 08736
Philip L. Wagner, Ph.D. 6,000 (5) *
Chadds Ford Technologies, Inc.
P.O. Box 377
Chadds Ford, PA 19317
Directors and Officers as a
Group (12) 1,334,749 (6) 45.9%
* less than 1%
____________________
<FN>
(1) Includes 3,700 shares held by or for the benefit of
Dr. Stephens' wife and two of his children.
(2) Includes 2,277 shares held by Mr. McAdams' wife as to which
he disclaims beneficial ownership.
(3) Includes options to purchase 6,000 shares held under the
Company's Incentive Stock Option Plan that are presently
exercisable.
(4) Does not include warrants to purchase 125,000 shares of
stock that are exercisable only upon completion of certain
activities under a separate consulting agreement.
(5) Includes 4,000 shares held by or for the benefit of
Dr. Wagner's wife.
(6) Includes options to purchase 32,300 shares held under the
Company's Incentive Stock Option plan that are presently
exercisable.
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 20, 1994, the Company and Mr. Mulshine entered
into a Consulting Agreement, pursuant to which the Company has
issued warrants to Mr. Mulshine to purchase 125,000 shares of the
Company's common stock at an initial exercise price of $4.75 in
consideration for Mr. Mulshine providing certain consulting
services to the Company.
<PAGE>
THE BOARD OF DIRECTORS' NOMINEES FOR DIRECTORS
The Board presently consists of five directors. The by-laws
provide that the Board consist of not less than three nor more
than ten directors. Five directors are to stand for election at
the Annual Meeting. The five nominees receiving the largest
number of votes will be elected directors. The names of, and
certain information with respect to, the Board's nominees for
directors to serve until the next Annual Meeting of Shareholders
and until their respective successors are elected and qualified
are set forth below. The Board knows of no reason why any of
such nominees might be unwilling or unable to serve. However, if
any nominee of the Board becomes unavailable or unable to serve
prior to the election of directors, the Board reserves the right
to make a substitution for such nominee and the Board's Proxy
Agents will vote the proxies for the election of such substitute
nominee.
<TABLE>
<CAPTION>
Served as Principal Occupations and
Director Positions and Offices with
Name and Age Since (1) the Company
<S> <C> <C>
William F. Mitchell (53) 1969 Chairman of the Board,
President and Director
Richard E. McAdams (59) 1985 Executive Vice President
and Director
Philip L. Wagner, Ph. D. (59) 1993 Director
Pete L. Stephens, M.D. (57) 1974 Director
Michael A. Mulshine (56) 1994 Director
____________________
<FN>
(1) Directors serve one-year terms.
</TABLE>
Mr. Mitchell has been Chairman of the Board, President and
Chief Executive Officer of the Company since 1969, except for the
period from January 24, 1986 through January 24, 1987, when he
was engaged principally in soliciting sales for the Company's
products in the overseas markets.
Dr. Stephens has been a physician engaged in the private
practice of medicine for over 30 years.
Mr. McAdams has been with the Company since 1970. He became
a Vice President in 1978, and an Executive Vice President in
1990, with responsibility for contract administration.
Dr. Wagner is an organic chemist with over 30 years of
diversified experience managing research and development and new
business development at E.I. du Pont de Nemours & Company. In
November 1992, he founded Chadds Ford Technologies, Inc., a
consulting firm. He is currently President of Chadds Ford
Technologies, Inc.
Mr. Mulshine has served as a Director of VASCO Corporation,
a public company in the computer data security business, since
1991. He has been President of Osprey Partners, a management
consulting firm, since 1977. He is Chairman of the Board of
Dynex Sport Optics, Inc., an exclusive licensee of Wilson
Sporting Goods Company and has been a Director and Secretary of
Scangraphics, Inc., a public company, since 1985. Mr. Mulshine
is an instrument-rated pilot who served as General Manager of a
flight simulator company and was involved in simulation and
modeling in his early career. He received a Bachelor of Science
degree in Electrical Engineering in 1961 from Newark College of
Engineering.
During the year ended February 24, 1995, the Company had an
Audit Committee consisting of three independent outside
directors; Messrs. Michael A. Mulshine, Pete L. Stephens, and
Philip L. Wagner. These three independent outside directors also
served on the Company's Compensation Committee during the year
ended February 24, 1995. The Audit Committee is charged with
reviewing and overseeing the Company's financial systems and
internal control procedures and conferring with the Company's
independent accountants with respect thereto. The Compensation
Committee is charged with reviewing the compensation of officers
and key personnel. During the year ended February 24, 1995 the
Board of Directors held four meetings and the Audit and
Compensation Committees each held one meeting. All members of
the Board attended all of the meetings of the Board held while
they were members of the Board. All members of the Audit and
Compensation Committees attended all meetings of the Committees
held while they were members thereof. There are no executive
officers of the Company who are not also directors of the
Company.
<PAGE>
REMUNERATION OF DIRECTORS AND OFFICERS
The following table sets forth compensation paid by the
Company to the Chief Executive Officer for services rendered
during fiscal years 1995, 1994 and 1993. There are no other
executive officers whose total annual salary and bonus exceeds
$100,000. The footnotes to the table provide additional
information concerning the Company's compensation and benefit
programs.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Other
Name and Annual All Other
Principal Fiscal Compensation Compensation
Position Year Salary($) Bonus($) ($)(1) ($)(2)
<S> <C> <C> <C> <C> <C>
William F. 1995 $131,568 $0 $0 $ 1,154
Mitchell, 1994 165,105 0 0 1,453
President and 1993 182,000 0 0 1,466
Chief Exec.
Officer
___________________
<FN>
(1) The Company's executive officers receive certain
perquisites. For fiscal years 1995, 1994 and 1993, these
perquisites did not exceed the lesser of $50,000 or 10% of
each salary and bonus.
(2) These amounts represent the Company's contribution to the
Retirement Savings Plan.
</TABLE>
Directors of the Company who are not officers of the Company
are paid $600 for Board of Directors meetings which they attend.
Additional compensation is not paid for committee meetings.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's
equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and
the American Stock Exchange. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) Forms they
file. The rules of the SEC regarding the filing of such
statement require that "late filings" of such statements be
disclosed in the Company's proxy statement.
Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting
persons that no Forms 5 were required for those persons, the
Company believes that, during the fiscal year ended February 24,
1995, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were
complied with, except that one late report for Statement of
Changes in Beneficial Ownership for Dr. Stephens was filed on
Form 4.
THE CORPORATION'S AUDITORS
Under the Corporation's by-laws and the governing law,
authority to select the Corporation's independent accountants
rests with the Board of Directors. Such selection is made
through formal act of the Board of Directors. It has not been
and is not the Corporation's policy to submit selection of its
auditors to the vote of the shareholders because there is no
legal requirement to do so. Grant Thornton LLP was the Company's
auditors for the fiscal year ended February 24, 1995. Auditors
have not been selected for the current fiscal year. A
representative of Grant Thornton is expected to be present at the
Annual Meeting and will be given an opportunity to make a
statement to the shareholders, if he desires to do so. Such
representative will also be available to answer appropriate
questions from shareholders.
Coopers & Lybrand LLP was dismissed by the Company on
January 3, 1995. In the prior two fiscal years, the accountant's
reports on the Company's financial statements contained
unqualified opinions, which were modified in fiscal 1994 for
(i) an uncertainty paragraph for unsettled litigation, and
(ii) an emphasis of a matter paragraph for contract claims
receivable and a recently renegotiated extension to the Company's
credit facility; and in fiscal 1993 for an uncertainty paragraph
for unsettled litigation. The decision to dismiss the accountant
was approved by the Company's audit committee.
In the prior two fiscal years there were disagreements
which, if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject
matter of the disagreement in connection with its report. In
fiscal 1995, there were no disagreements with the former
accountant in the interim period subsequent to February 25, 1994.
In fiscal 1994, there were disagreements as to (i) the amount of
revenue to be recognized under the percentage of completion
method for a certain contract, (ii) income recognition of a
certain insurance settlement, and (iii) the capitalization of
certain software development costs. These issues were discussed
with the Company's audit committee after final resolution was
made to the satisfaction of the former accountant. There were no
issues which involved differences of opinion over material
matters related to auditing scope or procedures. The Company
authorized the former accountant to respond fully to the
inquiries of the successor accountant concerning the subject
matter of each of these disagreements. In fiscal 1993, there
were no issues which involved differences of opinion over
material matters related to accounting principles or practices,
financial statement disclosures or presentation and auditing
scope procedures.
The Company engaged Grant Thornton LLP as its new
independent accountants as of February 16, 1995. During the two
fiscal years prior to February 24, 1995, and through February 24,
1995, the Company did not consult with Grant Thornton on items
which (i) were or should have been subject to SAS 50 or
(ii) concerned the subject matter of a disagreement or reportable
event with the former auditors, Coopers & Lybrand LLP.
SOLICITATION OF PROXIES
The Company has provided proxy materials to brokers,
custodians, nominees, and fiduciaries and requested that such
materials be forwarded to the beneficial owners of stock
registered in the names of such brokers, custodians, nominees,
and fiduciaries. In addition, solicitation of proxies may be
made by officers, directors, and regular employees of the Company
by personal interview, mail, telephone, and telegraph. The cost
of soliciting proxies and related services will be borne by the
Company.
OTHER BUSINESS
The Company knows of no business other than the election of
directors which will be presented for consideration at the
meeting. However, if other matters come before the meeting, it
is the intention of the proxy agents to vote upon such matters in
accordance with their judgment thereon.
SHAREHOLDER PROPOSALS
Proposals which shareholders desire to have included in the
Proxy Statement for the 1996 Annual Meeting of Shareholders must
be received at the Corporation's executive offices, County Line
Industrial Park, Southampton, Pennsylvania 18966 on or before
March 14, 1996.
By Order of the Board of Directors
ANN M. ALLEN, Secretary
July 28, 1995
The Company's Annual Report to the Shareholders for the year
ended February 24, 1995, is enclosed. The Company's Annual
Report is furnished to shareholders for their information. No
part thereof is incorporated by reference herein. Each person
solicited hereunder can obtain a copy of the Corporation's Annual
Report on Form 10-K for the year ended February 24, 1995, as
filed with the Securities and Exchange Commission, without charge
except for exhibits to the report, by sending a written request
to Environmental Tectonics Corporation, County Line Industrial
Park, Southampton, PA 18966, Attention: Ann M. Allen, Secretary.
<PAGE>
ENVIRONMENTAL TECTONICS CORPORATION
ANNUAL MEETING AUGUST 16, 1995
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints
Pete L. Stephens and Philip L. Wagner, or either of them, with
full power of substitution, as the undersigned's proxies to vote
at the Annual Meeting of Shareholders called for August 16, 1995
and at any adjournments thereof:
1. Election of Directors:
[ ] For all nominees listed below (except as marked to
the contrary) or
[ ] Withhold the vote for all nominees.
Instruction: To withhold authority to vote for any individual
nominee, strike out his name below:
Richard E. McAdams, William F. Mitchell, Michael A.
Mulshine, Pete L. Stephens, Philip L. Wagner
2. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting.
This Proxy, when property executed, will be voted in the
manner designated herein by the undersigned shareholder. In the
absence of designation, this Proxy will be voted for the election
of all of the Board of Directors' nominees as Directors.
IN WITNESS WHEREOF, the undersigned has set his hand and
seal.
Dated:________________, 1995 ____________________________(SEAL)
Shareholder's signature
____________________________(SEAL)
Shareholder's signature
Please sign exactly as name appears
herein. When signing as attorney,
executor, administrator, trustee,
guardian, etc., please give full
title as such.
[ ] I plan to attend the Annual
Meeting on August 16, 1995.
