<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
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)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / 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/ (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction: n/a
----------------------------------------------------------------------
5) Total fee paid: n/a
----------------------------------------------------------------------
/ / Fee paid previously by written preliminary materials.
/ / 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 the 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:
___________________________________________________________________________
<PAGE>
ENVIRONMENTAL TECTONICS CORPORATION
----------------------------------------
Notice of Annual Meeting of Shareholders
August 31, 2000
-----------------------------------------
The Annual Meeting of the Shareholders of Environmental Tectonics
Corporation (the "Company") will be held at the offices of the Company, County
Line Industrial Park, Southampton, Pennsylvania on Thursday, August 31, 2000,
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 July 18, 2000.
By Order of the Board of Directors
ANN M. ALLEN, Secretary
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
County Line Industrial Park
Southampton, Pennsylvania 18966
--------------------------------------------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
August 31, 2000
--------------------------------------------------------------------------------
GENERAL
Solicitation of Proxies
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Environmental Tectonics Corporation, a Pennsylvania
corporation (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
Thursday, August 31, 2000, at the Company's executive offices at County Line
Industrial Park, Southampton, Pennsylvania 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 24,
2000. In addition to the use of the mails, directors, officers and employees of
the Company may solicit proxies personally or by telephone. The expense of
soliciting proxies will be borne by the Company.
USE OF PROXIES
Voting and Revocation of Proxies
When a proxy in the enclosed form is properly executed and returned in
time to be voted at the Annual Meeting, the shares represented thereby will be
voted at the Annual Meeting in accordance with the instructions marked thereon.
Signed proxies not marked to the contrary will be voted "FOR" the election, as
directors, of the Board of Directors' nominees. Signed proxies will be voted
"FOR" or "AGAINST" any other matter that properly comes before the Annual
Meeting or any adjournment thereof, in the discretion of the persons named as
proxyholders as provided in the rules of the Securities and Exchange
Commission, including with respect to any matter of which the Company did not
receive notice by June 9, 2000. 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 Company, (ii) giving written notice of revocation to the
Secretary of the Company, or (iii) by voting in person at the Annual Meeting.
The mailing address of the Company is County Line Industrial Park, Southampton,
Pennsylvania 18966.
Voting Securities, Record Date and Quorum
Shareholders of record at the close of business on July 18, 2000,(the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting.
On the Record Date, the Company had outstanding 7,092,396 shares of Common
Stock, par value $.05 per share ("Common Stock"). Each share of Common Stock is
entitled to one vote on all matters coming before the Annual Meeting. The
holders of Common Stock are not entitled to cumulate votes in elections 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 Annual Meeting will be included for purposes
of determining a quorum for the Annual Meeting.
1
<PAGE>
Principal Shareholders
The following table sets forth information, as of the Record Date, as to
beneficial owners, either directly or indirectly, of 5% or more of the
outstanding shares of the Common Stock.
Amount and
Nature of Percent
Beneficial of Common
Name and Address of Beneficial Owner Ownership Stock
--------------------------------------- ---------------- ----------
William F. Mitchell (1)(2) .................... 1,777,998 25.1%
c/o Environmental Tectonics Corporation
County Line Industrial Park
Southampton, PA 18966
Pete L. Stephens, M.D. (2)(3) ................. 675,300(4) 9.5%
40 Bridgeton Rd
Hilton Head Island
South Carolina 29928
FINOVA Mezzanine Capital ...................... 840,986(5) 11.3%
500 Church Street, Suite 200
Nashville, TN 37219
Emerald Advisors, Inc. ........................ 635,840(6) 9.0%
1857 William Penn Way
P.O. Box 10666
Lancaster, PA 17605-0666
------------
(1) Chairman of the Board, President and Director of the Company. Shares of
Common Stock include 192,000 shares held by Mr. Mitchell's wife.
(2) Nominee of the Board of Directors of the Company for election, as Director,
of the Company at the Annual Meeting.
(3) Director of the Company.
(4) Includes 25,500 shares of Common Stock held by or for the benefit of Dr.
Stephens' wife and two of his children.
(5) Includes 332,820 shares of Common Stock underlying a presently exercisable
warrant.
(6) As reported in an amended Schedule 13G filed with the Securities and
Exchange Commission (the "SEC") on February 4, 2000 by Emerald Advisors,
Inc. ("Emerald"), Emerald has sole voting power with respect to 432,880
shares of Common Stock and sole dispositive power over 635,840 shares of
Common Stock.
2
<PAGE>
Security Ownership of Management
The following table sets forth, as of the Record Date, the number of
shares and percentage of the Company's Common Stock owned beneficially by each
director, each nominee for director, and each named executive officer set forth
in the Summary Compensation Table. The table also sets forth the holdings of
all directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Beneficial of Common
Name and Address of Beneficial Owner Ownership Stock
--------------------------------------------------------------------- ------------------ ----------
<S> <C> <C>
William F. Mitchell (1)(2)(3) ....................................... 1,777,998 25.1%
c/o Environmental Tectonics Corporation
County Line Industrial Park
Southampton, PA 18966
Pete L. Stephens, M.D. (2)(3) ....................................... 675,300(4) 9.5%
40 Bridgeton Rd
Hilton Head Island
South Carolina 29928
Richard E. McAdams (2)(3) ........................................... 34,742(5) *
c/o Environmental Tectonics Corporation
County Line Industrial Park
Southampton, PA 18966
Philip L. Wagner, Ph.D. (2)(3) ...................................... 12,000(6) *
Chadds Ford Technologies, Inc.
P.O. Box 377
Chadds Ford, PA 19317
David P. Lazar (2) .................................................. 0 *
c/o Berwind Financial, L.P.
3000 Centre Square West
1500 Market Street
Philadelphia, PA 19102
Craig Macnab (3) .................................................... 0 *
428 Westview Avenue
Nashville, TN 37205
All directors and executive officers as a group (7 persons) ......... 2,509,790(7) 35.3%
</TABLE>
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* less than 1%
(1) Chairman of the Board, President and Director of the Company. Shares of
Common Stock include 192,000 shares held by Mr. Mitchell's wife.
(2) Nominee of the Board of Directors of the Company for election, as Director,
of the Company at the Annual Meeting.
(3) Director of the Company.
(4) Includes 25,500 shares of Common Stock held by or for the benefit of Dr.
Stephens' wife and two of his children.
(5) Includes 13,500 shares of Common Stock issuable upon the exercise of vested
options.
(6) Includes 8,000 shares of Common Stock held by or for the benefit of Dr.
Wagner's wife.
(7) Includes 23,250 shares of Common Stock issuable upon the exercise of vested
options.
3
<PAGE>
ELECTION OF DIRECTORS
General
The Bylaws of the Company provide that the Board of Directors of the
Company shall consist of not less than three nor more than ten directors.
Within the foregoing limits, the Board of Directors may, from time to time, fix
the number of directors. The Board of Directors of the Company has fixed the
number of directors at five directors.
At the 2000 Annual Meeting, five directors shall be elected to serve for a
one-year term and until their successors are elected and qualified.
The Board of Directors has unanimously nominated William F. Mitchell,
Richard E. McAdams, Philip L. Wagner, Ph.D., Pete L. Stephens, M.D. and David
P. Lazar for election as directors of the Company. Each of the nominees has
consented to being named in this Proxy Statement and to serve if elected. If
any of the nominees become unable to accept nomination or election, the persons
named in the proxy may vote for a substitute nominee selected by the Board of
Directors. The Company's management, however, has no present reason to believe
that any nominee listed below will be unable to serve as a director, if
elected.
The five nominees who receive the highest number of votes cast at the
Annual Meeting will be elected as directors. Shares represented by properly
executed proxies in the accompanying form will be voted for the nominees named
below unless otherwise specified in the proxy by the shareholder. Any
shareholder who wishes to withhold authority from the proxyholders to vote for
the election of directors or to withhold authority to vote for any individual
nominee may do so by marking his or her proxy to that effect. Shareholders
cannot cumulate their votes for the election of directors. No proxy may be
voted for a greater number of persons than the number of nominees named.
Abstentions and broker non-votes will not constitute or be counted as
votes cast for purposes of the Annual Meeting.
Nominees for Election as Director
The following table sets forth certain information with respect to the
Board of Directors' nominees for director. Each of the following nominees
except Mr. Lazar presently serves as a director of the Company.
<TABLE>
<CAPTION>
Principal
Occupations
Served as and Positions
Director and Offices
Name Age Since with the Company
------------------------------------ ----- ----------- --------------------------------------
<S> <C> <C> <C>
William F. Mitchell(1) ............. 58 1969 Chairman of the Board, President and
Director
Richard E. McAdams(2) .............. 64 1985 Executive Vice President and Director
Philip L. Wagner, Ph.D.(3) ......... 63 1993 Director
Pete L. Stephens, M.D.(4) .......... 62 1974 Director
David P. Lazar(5) .................. 43 n/a None
</TABLE>
------------
(1) 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.
(2) 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.
(3) 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.
4
<PAGE>
(4) Dr. Stephens has been a physician engaged in the private practice of
medicine for over 30 years.
(5) Since February 1, 1993, Mr. Lazar has served as Managing Director of
Berwind Financial, L.P., and since June, 1999, co-head of Berwind's
Investment Bank, specializing in investment banking services to both
privately-held and publicly-traded companies. He also heads the firm's
Financial Services group. Prior to Berwind, Mr. Lazar served as President,
Ryan, Beck & Co./Mid-Atlantic, a regional investment banking firm
specializing in the financial services industry. Mr. Lazar holds an MBA
from the College of William and Mary Graduate School of Business
Administration and a B.S. from Duke University. He also serves as an
advisory director of First Virtual, Inc., a Florida based internet company
that provides financial services.
Committees of Board of Directors
During the year ended February 25, 2000, the Company had an Audit
Committee and a Compensation Committee. 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 25,
2000, Messrs. Mitchell, Stephens and Wagner served on the Audit Committee and
Messrs. Stevens, Wagner and Macnab served on the Compensation Committee. The
Company does not have a standing nominating committee.
Meetings of Board of Directors and Committees
During the year ended February 25, 2000, the Board of Directors held three
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.
Compensation of Directors
Directors of the Company who are not officers of the Company are paid $600
for Board meetings which they attend. Additional compensation is not paid for
committee meetings.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The Compensation Committee is
composed entirely of non-employee Directors. The executive compensation program
is structured to link executive compensation to the Company's performance and,
through programs which use the Company's stock as a compensation medium, to
more closely align the interests of executive management with those of the
Company's shareholders.
The Compensation Committee evaluates and recommends, to the Board of
Directors, compensation and awards for the Chief Executive Officer and other
executive officers.
Compensation Philosophy
One of the Company's principal goals in establishing its compensation
policies is to maximize the possibilities for enhanced shareholder value by
closely aligning compensation for its executive officers with the profitability
of the Company. In that regard, it is considered essential to the success of
the Company that compensation policies enable the Company to attract, retain
and satisfactorily reward executive officers who are contributing to the
long-term growth and success of the Company.
Components of Compensation
At present, the executive compensation program is comprised of salary,
annual cash bonus incentive opportunities and long-term incentive opportunities
in the form of options to acquire Company stock. Base salary levels for the
executive officers of the Company are set near the average base salary levels
paid by other companies within the Company's peer group. Mr. William F.
Mitchell, President and Chief Executive Officer, received a base salary of
$225,000 in the 2000 fiscal year, which the Compensation Committee believes is
below average compared to the Company's peer group.
5
<PAGE>
Short-Term Incentive Compensation
Incentive compensation awards paid in May 2000 were based on a review of
the Company's performance for the fiscal year ended February 25, 2000. This
review included an assessment of the Company's performance against financial
and non-financial hurdles, set at the beginning of the 2000 fiscal year,
relating to bookings, sales, net income, stock price and individually tailored
goals. The hurdles reflected the Board of Directors' determination of the
appropriate goals for the Company. Under the Executive Management/Key Employee
Plan (the "Executive Management Plan") executive officers (other than CEO) are
eligible to receive bonuses in an amount up to 25% of base salary if the
predetermined goals are attained.
Under the Chief Executive Officer Plan (the "CEO Plan"), Mr. Mitchell was
eligible to receive a bonus for fiscal 2000 (i) in an amount up to 25% of base
salary if the Company attained predetermined goals regarding sales and net
income and (ii) in an amount from 25% to 100% of base salary if the Company's
stock price performance met predetermined goals. Based on these criteria, Mr.
Mitchell did not receive any bonus for fiscal 2000, but was paid a deferred
bonus from fiscal 1999 of $12,023.
Under the CEO Plan and the Executive Management Plan, 75% of the bonuses
awarded for the 2000 fiscal year were paid in May 2000, and the remaining 25%
will be paid in equal installments over the succeeding five years with interest
at the average prime rate being charged over the period by the Company's
principal bank. Deferred bonus amounts are not vested until paid and subject to
continued employment. Bonus awards totaling $71,969 were paid in May 2000 under
these Plans to ten executive officers and managers for the 2000 fiscal year,
and $58,240 of bonus awards were deferred. Additionally, $9,461 of deferred
bonus awards from 1999 fiscal year amounts were paid in May 2000. No bonuses
would have been paid to these executive officers and managers if the Company
had not achieved the predetermined goals.
Long-Term Incentive Compensation
The Company's 1998 Incentive Stock Option Plan is a long-term plan
designed not only to provide incentive to management, but also to align a
significant portion of the executive compensation program with shareholder
interests. The 1998 Incentive Stock Option Plan permits the Company to grant
certain officers and employees a right to purchase shares of stock at the fair
market value per share at the date the option is granted. No options were
granted in fiscal 2000. In granting stock options to officers and employees,
the Compensation Committee takes into account the Company's financial
performance, long-term strategic goal of increasing shareholder value, the
executive's level of responsibility and his continuing contributions to the
Company. The amount of the award is based on the employee's base salary and the
total award is limited to one percent (1%) of total outstanding shares on award
date. Mr. Mitchell did not receive any options during the past three fiscal
years.
This report has been furnished by the Compensation Committee whose members
are:
Peter L. Stephens, M.D.
Philip L. Wagner, Ph.D.
Craig Macnab
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation paid by the Company to the
Chief Executive Officer for services rendered during fiscal years 2000, 1999
and 1998. There are no other executive officers whose total annual salary and
bonus exceeded $100,000 for such fiscal years. The footnotes to the table
provide additional information concerning the Company's compensation and
benefit programs.
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------------------------
($) ($)
Name and Other annual All other
Principal Fiscal ($) ($) Compensation Compensation
Position Year Salary Bonus (2) (3)
------------------------------ -------- --------- --------------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
William F. Mitchell, ......... 2000 225,000 12,023(1)(4) 0 4,160
President 1999 207,085 126,563 0 3,876
And CEO 1998 178,450 0 0 2,731
</TABLE>
------------
(1) Bonus paid in May 2000.
(2) The Company's executive officers receive certain perquisites. For fiscal
years 2000, 1999 and 1998, the perquisites received by Mr. Mitchell did
not exceed the lesser of $50,000 or 10% of his salary and bonus.
(3) These amounts represent the Company's contribution to the Retirement
Savings Plan.
(4) The amount represents a portion of the $42,187.50 deferred bonus from
fiscal 1999. No bonus award for fiscal 2000 was paid. The remaining
$33,750.00 of Mr. Mitchell's deferred bonus from 1999 is not vested until
paid and is subject to continued employment.
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 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
statements 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 25, 2000, the Company's directors, officers and greater than ten
percent beneficial owners complied with all applicable filing requirements
except for Mr. Mitchell who had one late filing of a Form 4 for the sale of
shares of the Company's Common Stock and Mr. McAdams who had three late filings
of Form 4 for the sale of shares of the Company's Common Stock.
7
<PAGE>
PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
shareholder return on the Company's Common Stock against the cumulative total
return on the American Stock Exchange ("AMEX") Index and Peer Group Index for
the periods indicated. The graph assumes an initial investment of $100.00 with
dividends, if any, reinvested over the periods indicated.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF ONE OR MORE COMPANIES, PEER GROUPS, INDUSTRY INDEXES
AND/OR BROAD MARKETS
750 -----------------------------------------------------------------
| # |
700 |-----------------------------------------------------------------|
| |
650 |-----------------------------------------------------------------|
| |
600 |-----------------------------------------------------------------|
| |
D 550 |-----------------------------------------------------------------|
| |
O 500 |-----------------------------------------------------------------|
| |
L 450 |-----------------------------------------------------------------|
| # |
L 400 |-----------------------------------------------------------------|
| |
A 350 |-----------------------------------------------------------------|
| |
R 300 |-----------------------------------------------------------------|
| |
S 250 |-----------------------------------------------------------------|
| #* |
200 |---------------------------------------------------------------@-|
| # @ |
150 |----------------------------------------------------@------------|
| *@ *@ * * |
100 |#*@--------------------------------------------------------------|
| # |
50 |-----------------------------------------------------------------|
| |
0 |-------------|-----------|-----------|--------------|----------|-
1995 1996 1997 1998 1999 2000
# Environmental Tectonics Corp * Peer Group Index @ AMEX Market Index
ASSUMES $100 INVESTED MAR. 1, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING FEB. 25, 2000
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
--------------------------------------------------------------------------------
COMPANY/INDEX/MARKET 2/28/1995 2/29/1996 2/28/1997 2/27/1998 2/26/1999 2/25/2000
----------------------------- ----------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
The Company ................. 100.00 90.32 170.97 225.81 416.13 735.48
Peer Group Index(1) ......... 100.00 117.07 126.81 217.39 122.33 147.73
AMEX Market Index ........... 100.00 121.08 129.00 153.73 150.30 209.34
</TABLE>
------------
(1) The Peer Group Index is comprised of companies that have the same Standard
Industrial Classification Code as the Company. The composition of the Peer
Group Index is as follows: Axcess, Inc., Britesmile, Inc., BVR Systems
LTD., Datakey, Inc., ECC International Corp., Evans & Sutherland Co.,
Firearms Training Systems, Isomet Corp., Newcom, Inc., Quad Systems Corp.,
Relm Wireless Corp., Rofin-Sinar Tech, Inc., Standard Motor Products and
United Industrial Corp.
8
<PAGE>
THE COMPANY'S AUDITORS
Under the Company's Bylaws and the governing law, authority to select the
Company'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 Company'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 25,
2000. 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.
SHAREHOLDER PROPOSALS
The Company's 2001 annual meeting of shareholders will be held on or about
August 31, 2001.
Shareholders may propose matters for consideration at the 2001 annual
meeting by notice, in writing, delivered to or mailed and received by the
Secretary of the Company no later than June 9, 2001. If proposals are submitted
after June 9, 2001, management proxyholders could have discretionary authority
to vote on those matters at the 2001 annual meeting.
Proposals which shareholders desire to have included in the Proxy
Statement for the 2001 annual meeting of shareholders must be received at the
Company's executive offices, County Line Industrial Park, Southampton,
Pennsylvania 18966 on or before March 26, 2001.
OTHER MATTERS
The Company knows of no other business which will be presented for
consideration at the meeting. However, if other matters come before the annual
meeting, it is the intention of the proxyholders to vote upon such matters as
they, in their discretion, may determine.
The Company's Annual Report to the Shareholders for the year ended
February 25, 2000, is enclosed. Each person solicited hereunder can obtain a
copy of the Company's Annual Report on Form 10-K for the year ended February
25, 2000, 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,
Pennsylvania 18966, Attention: Ann M. Allen, Secretary.
By Order of the Board of Directors
ANN M. ALLEN, Secretary
9
<PAGE>
ENVIRONMENTAL TECTONICS CORPORATION
ANNUAL MEETING TO BE HELD ON AUGUST 31, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Pete L.
Stephens and Phillip 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 31, 2000 and at any adjournment thereof:
-----
| | Please mark your
| X | votes as in this
| | example.
-----
FOR all nominees WITHHOLD
listed at right the vote
(except as marked for all
to the contrary) nominees
1. Election of ----- ----- Nominees:
Directors: | | | | By holders of Common Stock:
| | | | Richard E. McAdams
| | | | William F. Mitchell
----- ----- Pete L. Stephens
Philip L. Wagner
David Lazar
2. In their discreation, the proxies are authorized to vote upon such other
business as may properly come befor the meeting.
This proxy, when properly executed, will be voted in the manner directed
and 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
Director's nominees as directors and "FOR" amending the Articles of
Incorporation.
I plan to attend the Annual Meeting on August 31, 2000 -----
| |
| |
| |
-----
In Witness Whereof, the Undersigned has set his hand and seal.
(SEAL)
-----------------------------------------------------
Shareholder's Signature
(SEAL)
-----------------------------------------------------
Shareholder's Signature
Dated: 2000
----------------------------------------------,
NOTE: Please sign exactly as name appears herein. When signing as attorney,
executor, administrator, trustee, guardian, etc. please give full title as such.
