<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Cade Industries, Inc.
--------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with 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> 2
CADE INDUSTRIES, INC.
5640 ENTERPRISE DRIVE
P.O. BOX 23094
LANSING, MICHIGAN 48909
(517) 394-1333
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Cade Industries, Inc.
will be held at the Sheraton Lansing Hotel, 925 South Creyts Road, Lansing,
Michigan on Tuesday, May 2, 1995 at 10:00 a.m. (Eastern Time) for the
following purposes:
(1) to elect seven directors;
(2) to ratify and approve the Cade Industries, Inc. 1994
Stock Option Plan; and
(3) to transact such other business as may properly come
before the meeting and any adjournment thereof.
The Board of Directors has established the close of business
on March 14, 1995, as the record date for determining the shareholders entitled
to notice of and to vote at the meeting or any adjournment thereof; only
shareholders of record at the close of business on that date will be entitled
to vote.
A proxy, which is solicited on behalf of the Board of
Directors, is enclosed, together with a return envelope which requires no
postage if mailed in the United States. The affirmative vote of a plurality of
the votes cast by the outstanding shares represented at the meeting and
entitled to vote, a quorum being present, is required for the election of
directors, and the affirmative vote of a majority of the shares represented at
the meeting and entitled to vote, a quorum being present, is required to ratify
and approve adoption of the Cade Industries, Inc. 1994 Stock Option Plan.
It is important that your shares be represented at the
meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
INDICATE YOUR VOTING DIRECTIONS, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN
THE ENCLOSED POSTPAID ENVELOPE. IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU
MAY DO SO AT ANY TIME BEFORE THE VOTING BY GIVING WRITTEN NOTICE OF REVOCATION
TO THE COMPANY'S SECRETARY, OR BY GIVING ORAL NOTICE TO THE PRESIDING OFFICER
DURING THE MEETING.
A copy of the 1994 Annual Report to Shareholders and a Proxy
Statement accompany this Notice.
Persons attending the annual meeting are cordially invited to
join a tour of the Company's facilities immediately following the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Conrad G. Goodkind
Secretary
Lansing, Michigan
March 30, 1995
<PAGE> 3
PROXY STATEMENT
CADE INDUSTRIES, INC.
5640 ENTERPRISE DRIVE
P.O. BOX 23094
LANSING, MICHIGAN 48909
(517) 394-1333
SOLICITATION AND VOTING
The enclosed proxy is solicited by the Board of Directors of
Cade Industries, Inc. ("Cade" or the "Company") for use at the Annual Meeting
of Shareholders to be held on May 2, 1995. All properly executed proxies will
be voted at the meeting. A proxy may be revoked at any time prior to its
exercise by giving written notice of revocation to the Company's Secretary, or
by giving oral notice to the presiding officer during the meeting.
Each shareholder of record at the close of business on March
14, 1995, will be entitled to one vote for each share registered in such
shareholder's name. At that date there were outstanding 21,438,290 shares of
common stock, the Company's only class of stock outstanding.
The expense of printing and mailing proxy material, including
forwarding expense to beneficial owners of stock held in the name of another,
will be borne by the Company. No solicitation other than by mail is
contemplated, except that officers or employees of the Company may solicit the
return of proxies from certain shareholders by telephone.
This Proxy Statement is being mailed to shareholders
commencing on or about March 30, 1995. A copy of the 1994 Annual Report to
Shareholders, including financial statements, is enclosed herewith.
PRINCIPAL SECURITY HOLDERS AND
SECURITY HOLDINGS OF MANAGEMENT
The following table shows the beneficial ownership of the
outstanding common stock of the Company as of February 20, 1995, by each person
known to the Company to own beneficially more than 5% of such stock
outstanding, each director and nominee, each executive officer named in the
Summary Compensation Table below and all directors and executive officers of
the Company as a group:
<TABLE>
<CAPTION>
Number of Shares and
Nature of Beneficial Percent
Name Ownership (1)(2) of Class
---- ---------------- --------
<S> <C> <C>
Advent International Corporation (3) 1,935,258 (4) 9.0%
Molly F. Cade (5) 5,242,162 (6) 24.5%
Conrad G. Goodkind 235,000 1.1%
William T. Gross 1,100 (7) *
Richard A. Lund 88,000 *
Terrell L. Ruhlman 170,000 (8) *
John W. Sandford 10,000 (9) *
Steven M. Tadler (10) 0 -
Philip I. Wolf 279,872 1.3%
All directors and executive officers as a 6,080,234 (11) 28.2%
group (9 persons)
-------------------------------------
</TABLE>
*Less than 1.0%
<PAGE> 4
(1) Except as otherwise indicated, the specified persons have sole voting
and investment power as to all of the shares indicated.
(2) Includes the following shares which may be acquired by the exercise of
options: 88,000 as to Mr. Lund; 50,000 as to Mr. Ruhlman; and
184,000 as to all directors and executive officers as a group.
(3) The business address of Advent International Corporation is 101
Federal Street, Boston, Massachusetts 02110.
(4) All shares are held of record by the following venture capital funds
managed by Advent International Corporation in the amounts indicated:
Adhill Limited Partnership, 218,977 shares; Adventact Limited
Partnership, 271,731 shares; Adwest Limited Partnership, 218,977
shares; Adval Limited Partnership, 196,207 shares; Advent
International Network Limited Partnership, 833,191 shares; Advent
International Technology Fund L.P., 73,617 shares; and Hong Kong
Venture Investment Trust, 122,558 shares.
(5) Ms. Cade's business address is 5640 Enterprise Drive, P.O. Box 23094,
Lansing, Michigan 48909.
(6) Includes 2,200 shares held by Ms. Cade as custodian for minor children
and 16,200 shares held by her spouse.
(7) Held as trustee of a trust controlled by Mr. Gross.
(8) Voting and dispositive power shared with spouse as to 20,000 shares.
(9) Record ownership held by family trust controlled by Mr. Sandford.
(10) Mr. Tadler is Senior Vice President of Advent International
Corporation. Mr. Tadler does not own any shares of the Company's
common stock in his individual capacity and disclaims beneficial
ownership of any of the shares held indirectly by Advent International
Corporation. See Note 4 above.
(11) Includes 184,000 shares which may be acquired by exercise of options.
The above beneficial ownership information is based upon
information furnished by the specified persons and determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934 as required for
purposes of this Proxy Statement, which is not necessarily the same as
beneficial ownership for other purposes, and includes shares as to which
beneficial ownership may be disclaimed.
2
<PAGE> 5
ELECTION OF DIRECTORS
The Company's Bylaws provide for the election of directors at
each Annual Meeting of Shareholders, to hold office until the next succeeding
Annual Meeting, and until their successors are elected.
Shares represented by the enclosed proxy will be voted for the
nominees named below, unless otherwise specified on the proxy. If any of the
nominees should decline or be unable to act as a director, which is not
anticipated, the proxies may be voted for a substitute nominee designated by
the Board of Directors. In no event may the proxies be voted for more than
seven nominees.
NOMINEES:
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR
NAME AGE OCCUPATION SINCE
---- --- ---------- -----
<S> <C> <C> <C>
Molly F. Cade (1)(2) 45 Educator 1986
Conrad G. Goodkind (1)(2)(3) 50 Partner, Quarles & Brady 1989
(law firm)
William T. Gross (1)(4) 65 Consultant 1992
Richard A. Lund (4) 43 President and Chief Operating 1991
Officer of the Company
Terrell L. Ruhlman (1)(4) 68 Chairman of the Board and Chief 1987
Executive Officer of the Company
John W. Sandford (2)(4) 60 President and Chief Executive 1990
Officer, Rolls Royce, Inc.
(manufacturer of aircraft engines)
Steven M. Tadler 35 Senior Vice President, --
Advent International Corporation
(venture capital investment firm)
------------------------------
</TABLE>
(1) Member of the Audit Committee, which met once in 1994. The Audit
Committee annually considers the report and recommendations of the
Company's independent public accountants and is available for
additional meetings upon request of such accountants. The Audit
Committee's functions also include making recommendations to the Board
of Directors regarding the engagement or retention of such
accountants, directing the activities of and considering the reports
and recommendations of the Company's principal accounting officer,
adoption of accounting methods and procedures, public disclosures
required for compliance with securities laws and other matters
relating to the Company's financial accounting.
(2) Mr. Goodkind is the Chair and Ms. Cade and Mr. Sandford are members of
the Compensation Committee, which met once in 1994. The Compensation
Committee meets to consider and make recommendations to the Board of
Directors with respect to salaries, bonuses and benefit plans for
officers and other salaried employees.
(3) Mr. Goodkind serves as Secretary of the Company.
(4) Member of the Strategic Planning Committee, a joint Board of
Directors/Management committee which reviews the Company's strategic
direction and makes recommendations to the Board of Directors. The
Committee did not meet in 1994.
3
<PAGE> 6
The Board of Directors held five meetings during 1994. Each
director except Mr. Sandford attended 75% or more of the total of all meetings
of the Board and any committee on which he or she served during the year. The
Board of Directors currently maintains an Audit Committee, a Compensation
Committee and a Strategic Planning Committee. The Board has not appointed a
Nominating Committee.
The principal occupation of each director during the past five
years was that shown in the above table, except that: (1) Mr. Gross served as a
consultant to Douglas Aircraft Company from October 1989 until October 1992 and
retired in October 1989 as Senior Vice-President for Commercial Products for
McDonnell Douglas Corporation (manufacturer of commercial and military
aircraft), which he had joined in 1952; (2) Mr. Lund was President of the
Company's Auto-Air Composites, Inc. subsidiary from January 1989 to November
1994 and was elected President and Chief Operating Officer of the Company in
April 1990; (3) Mr. Ruhlman was a consultant to, and Director of, Sonitrol
Corporation (manufacturer of electronic security systems) from 1983 to 1992 and
was Chairman of Cade's Executive Committee from 1989 to 1990, after which he
became the Chief Executive Officer of the Company; Mr. Ruhlman also is a
director of Ryan-Murphy, Incorporated (provider of soil remediation services)
and EI Environmental Engineering Concepts Ltd. (manufacturer of industrial
misting systems); (4) Mr. Sandford was President of Gulfstream Aerospace
(designer and manufacturer of executive aircraft) from 1988 to 1990 and Managing
Director, Rolls Royce Aerospace Group, Rolls-Royce plc from January 1993 to
January 1995; and (5) Mr. Tadler was a Vice President of Advent International
Corporation from May 1989 to January 1993. Mr. Tadler is being nominated for
election as a director of the Company pursuant to the Company's agreement to do
so in connection with the acquisition of Pollux Corporation in November 1994.
COMPENSATION OF DIRECTORS
The Company pays directors who are not full-time employees of
the Company $10,000 per year, and pays non-employee members of the Audit and
Strategic Planning Committees an additional $5,000 per year for service on such
committees. It is the Company's policy to grant each new director an option to
purchase 50,000 shares of the Company's common stock at an exercise price equal
to the then fair market value thereof. On May 3, 1994, Cade granted to each
director an option to purchase 50,000 shares of Cade common stock at an
exercise price of $.8125 per share pursuant to the Company's 1994 Stock Option
Plan (the "1994 Plan"). Under the terms of the 1994 Plan, the options may not
be exercised until such Plan is approved by the shareholders of the Company.
See "1994 Stock Option Plan" below. The options were granted on the further
condition that the director surrender any unexercised director options.
Accordingly, Messrs. Lund, Gross and Sandford each surrendered an option to
purchase 50,000 shares of the Company's common stock, which options were
exercisable at prices in excess of the purchase price of the new options. In
addition, on February 13, 1995, in connection with his appointment as a
director, the Company granted to Philip I. Wolf an option to purchase 50,000
shares of the Company's common stock at an exercise price of $.6875 per share.
All options may be exercised only for so long as the optionee remains a
director of the Company and for one year thereafter, but in no event more than
ten years after the date of grant. Mr. Goodkind is a partner in the law firm
of Quarles & Brady, general counsel to the Company, which performed legal
services for the Company in 1994 and is expected to do so in 1995.
4
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
Set forth below is a table summarizing the compensation of the
Company's Chief Executive Officer and its President and Chief Operating Officer
("Named Executive Officers") for each of the three preceding fiscal years. No
other executive officer received salary and bonus in excess of $100,000 during
fiscal 1994. Although the Company maintains certain stock option plans, it has
no other long-term incentive plan. The Company has not issued, and there are
not outstanding, any restricted stock awards or stock appreciation rights.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term
Compensation
---------------------
Awards
----------------------------------------------------------
Other
Annual Securities Underlying
Fiscal Compen- Options/SARs All Other
Name and Principal Position Year Salary Bonus (1) sation (No. of Shares) Compensation
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Terrell L. Ruhlman 1994 $ 75,000(2) $0 (3) 100,000(4) $0
Chairman of the Board and 1993 $ 75,000(2) $0 (3) 0 $0
Chief Executive Officer 1992 $ 85,000(2) $0 (3) 0 $0
Richard A. Lund 1994 $157,417 $20,464(5) (3) 100,000(4) $8,020(6)
President and 1993 $152,250 $0 (3) 0 $9,208(7)
Chief Operating Officer 1992 $152,668 $45,128 (3) 35,000 $7,564(8)
</TABLE>
(1) Represents bonus paid in respect of the preceding fiscal year.
(2) Includes $10,000 received for serving as a director.
(3) Personal benefits in an aggregate amount less than 10% of the total of
annual salary and bonus.
(4) Includes an option to purchase 50,000 shares granted to the executive in
his capacity as a director, the exercisability of which is subject to the
approval by shareholders of the Company's 1994 Stock Option Plan. See
"1994 Stock Option Plan" below.
(5) Bonus to be paid in fiscal 1995 in respect of fiscal 1994.
(6) 401(k) matching contribution of $7,612; term life insurance premium of
$408.
(7) 401(k) matching contribution of $8,728; term life insurance premium of
480.
(8) 401(k) matching contribution of $6,992; term life insurance premium of
$572.
5
<PAGE> 8
OPTION/SAR GRANTS
The following table sets forth certain information regarding stock
option grants to each Named Executive Officer during the fiscal year ended
December 31, 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock
Price Appreciation
Individual for Option Term
Grants
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted Fiscal Year Per Share Date 5% 10%
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Terrell L. 50,000(1) 17.0% $.8125 5-3-2004 $25,548 $64,746
Ruhlman 50,000(2) 17.0% $.8125 5-3-2004 $25,548 $64,746
Richard A. Lund 50,000(1) 17.0% $.8125 5-3-2004 $25,548 $64,746
50,000(3) 17.0% $.8281 5-2-2004 $26,039 $65,989
</TABLE>
(1) Option granted to the Executive in his capacity as a director. The
option will be exercisable in full upon shareholder approval of the
Cade 1994 Stock Option Plan. See "1994 Stock Option Plan" below.
(2) Exercisable in full as of November 3, 1994.
(3) Exercisable as to 20% six months after the date of grant and an
additional 20% on the first through fourth anniversaries of the date
of grant.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES
The table below sets forth information regarding the exercise of stock
options during 1994 by the Company's Named Executive Officers and the number
and value of unexercised options held by such persons as of December 31, 1994.
The Company has no outstanding SARs.
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying
Unexercised Value of Unexercised
Options/SARs In-the-Money Options/SARs
at Fiscal Year End at Fiscal Year End
Shares Acquired
Name on Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Terrell L. Ruhlman 50,000 $6,250 50,000/50,000 $0/$0
Richard A. Lund 88,000/97,000 $0/$0
--- ---
</TABLE>
6
<PAGE> 9
REPORT ON REPRICING OF OPTIONS/SARS
The table below sets forth certain information concerning the
grant of an option to Mr. Lund which was conditioned on the surrender of
another option exercisable at a higher price. This grant, which was made to
Mr. Lund in his capacity as a director, is the only repricing of an option or
SAR held by any executive officer of the Company during the last ten fiscal
years. See "Report of the Compensation Committee of the Board of Directors"
below for a discussion of this option grant.
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
Number of
Securities Length of Original
Underlying Market Price of Exercise Price Option Term Remaining
Options/SARs Stock at Time of at Time of at Date of Repricing
Repriced or Repricing or Repricing or New Exercise or Amendment
Name Date Amended Amendment Amendment Price
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Lund 5-3-94 50,000 $.8125 $1.251 $.8125 1.75 years
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors is
composed of Molly F. Cade, Conrad G. Goodkind and John W. Sandford. Mr.
Goodkind is the Secretary of the Company.
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total
shareholder return on the Company's common stock to the cumulative total return
of (i) the Standard and Poors 500 Stock Index ("S&P 500") and (ii) the
Value Line Aerospace/Defense Industry Index ("Peer Group"), through December
31, 1994. The graph is generated by assuming that $100 was invested at the
close of trading on the last trading day of 1989 in each of Cade common stock,
the S&P 500 and the Peer Group, and that all dividends were reinvested.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cade $100.00 $222.22 $300.00 $144.44 $127.78 $116.67
S&P 500 $100.00 $ 96.83 $126.41 $136.25 $150.00 $151.73
Peer Group $100.00 $ 97.25 $113.11 $130.69 $169.34 $178.89
</TABLE>
7
<PAGE> 10
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Company's Compensation Committee is composed of three
non-employee Directors. The Compensation Committee annually reviews and
approves adjustments to executive compensation. The Company's policy with
respect to compensation of its executive officers is to provide benefits which
are fair and which provide incentives to maximize performance. A significant
portion of each full-time executive officer's potential compensation is linked
to overall Company performance.
The Company's Chief Executive Officer ("CEO") is not a
full-time employee of the Company. The CEO's compensation is primarily based
on a subjective determination by the Committee of the amount necessary to
ensure the continued availability of his experience and knowledge, which is of
substantial value to the Company. This amount is a function, in part, of the
amount of time which the Committee and the CEO believe will be required to be
devoted during the succeeding year. The CEO's compensation was reviewed but
left unchanged in May 1994, at which time the CEO was granted an option to
purchase 50,000 shares of the Company's common stock at an exercise price equal
to the fair market value of such stock on the date of grant. This stock option
was granted on the basis of the CEO's performance during the preceding 12
months, including his important contribution to the Company's acquisition of
Pollux Corporation. The Committee believed that the CEO would be required to
devote less than one-half of his time to the Company's business during fiscal
1994. The CEO, in his capacity as a director, also was granted an option to
purchase 50,000 shares of the Company's common stock at an exercise price equal
to the fair market value of such stock on the date of grant. This option was
granted in connection with a grant by the Company of such options to each
director of the Company. See the final paragraph of this Report for a
discussion of these director options. The Compensation Committee did not
consider this option to be compensatory to the CEO in his capacity as an
executive and the existence of such option was not considered as a factor in
determining the amount of options to be granted to the CEO in his capacity as
an executive.
Compensation of the Company's full-time executive officers is
composed of a base salary, a cash bonus and stock option grants. The
compensation is reviewed by the Committee in May of each year and changes, if
any, typically are effective immediately. The base salary is determined
subjectively by the Committee without formal guidelines, but taking into
account (without applying any specific weights) the officer's then existing
base compensation, increases in prior years and the Company's revenue and
earnings performance for the preceding fiscal year. Cash bonuses are awarded
on the basis of the Company's earnings for the preceding fiscal year in
relation to earnings targets previously established by the Committee for such
year and subject to a maximum total bonus expressed as a percentage of base
compensation. The Committee annually establishes a minimum earnings target and
an aggressive earnings target. If the minimum earnings target is not achieved,
the executive is not entitled to any bonus. If the aggressive earnings target
is achieved, the executive is entitled to the maximum bonus, subject to any
additional performance criteria that may be imposed. The maximum bonus for
each recipient is established each year on the same basis as base salary, but
may not exceed 50% of base salary. Stock option grants are designed to provide
incentives for key employees both as a reward for good performance and as a
benefit that increases in value as the Company's stock price rises. Individual
grants are made by the Committee from time to time on the basis of a subjective
evaluation, without formal guidelines, of the recipient's individual
contribution to the Company's earnings performance in the preceding year and,
to a lesser extent, of such recipient's total compensation for such year.
The 1994 compensation of the Company's Chief Operating Officer
("COO") was reviewed in May 1994. At that time, the COO's annual base
compensation rate was increased approximately 5% from $152,250 to $160,000.
Although the Company's 1993 operating results included a 38% decrease in sales
and a net loss of $689,000, compared to 1992 net income of $1,944,000, the
Committee believed that the COO's performance was very good in light of
continuing depressed conditions in the aerospace industry. This increase in
compensation was based on the Committee's subjective evaluation of the COO's
effective management of the Company's cost containment program and, to a lesser
extent, the COO's lack of any increase in base compensation since May 1992.
For the same reasons, in May 1994 the COO was granted an option under the
Company's 1990 Stock Option Plan to purchase 50,000 shares of the Company's
common stock at an exercise price equal to the fair market value of such stock
on the date of grant.
8
<PAGE> 11
Although the COO was eligible for a bonus in 1994 of up to 50%
of base salary, no bonus was paid in 1994 because the Company's 1993 net income
failed to meet the minimum target previously established. In May 1994, a
formula was established for determination of the cash bonus payable in respect
of the Company's performance in fiscal 1994. The maximum bonus was set at 50%
of the COO's base compensation, which is consistent with the Company's past
practice. If the Company's pretax consolidated earnings fail to exceed the
minimum earnings target, the amount of the COO's bonus is zero. If the
Company's pretax consolidated earnings exceed the minimum earnings target, the
COO is entitled to a bonus which is calculated pursuant to a performance-based
formula weighted as follows: pretax consolidated earnings, 70%; amount of
accounts receivable, measured by the number of days of sales, 10%; rate of
inventory turnover, 10%; and rate of working capital turnover, 10%. The COO's
1989 employment agreement, which expired in May 1994, was not a factor in
determining the COO's base salary for 1994.
In addition, the COO, in his capacity as a director, was
granted an option to purchase 50,000 shares of the Company's common stock at an
exercise price equal to the fair market value of such stock on the date of
grant. This option was granted in connection with a grant by the Company of
such options to each director of the Company. See the final paragraph of this
Report for a discussion of these director options. The Compensation Committee
did not consider this option to be compensatory to the COO in his capacity as
an executive and the existence of such option was not considered as a factor in
determining the amount of options to be granted to the COO in his capacity as
an executive.
Section 162(m) of the Internal Revenue Code, added by the
Omnibus Budget Reconciliation Act of 1993, generally disallows a tax deduction
to public companies for compensation over $1,000,000 paid to the corporation's
chief executive officer and the other proxy-named executive officers.
Qualifying performance-based compensation will not be subject to the deduction
limit if certain requirements are met. Cade's executive compensation program,
as presently constructed, is not likely to generate non- deductible
compensation in excess of these limits. The Committee will continue to review
these evolving tax regulations as they apply to Cade's executive compensation
program. It is the Committee's intent to preserve the deductibility of
executive compensation to the extent reasonably practicable and to the extent
consistent with its other compensation objectives.
In May 1994, the Board of Directors of the Company granted to
each director an option to purchase 50,000 shares of Cade common stock at an
exercise price of $.8125 per share (the then-current market price thereof)
pursuant to the Company's 1994 Stock Option Plan (the "1994 Plan"). The
options were granted subject to the condition that the 1994 Plan be approved by
the shareholders of the Company. Furthermore, the options were granted to each
director on the condition that such director surrender any unexercised director
options. Accordingly, Mr. Lund and two other directors each surrendered an
option to purchase 50,000 shares of the Company's common stock, which options
were exercisable at prices in excess of the exercise price of the new options.
The options were granted to directors in their capacity as such in order to
provide directors with a continuing incentive and interest in the Company.
Accordingly, the Compensation Committee did not separately consider the grant
of such options to the extent they were made to directors who also were
executive officers, nor did the Compensation Committee consider separately the
condition of such grant that all unexercised director options be surrendered,
whether or not such director also was an executive officer. The Compensation
Committee did not consider the surrender condition to be a compensatory
repricing in respect of the Company's executive officers in their capacity as
such.
Compensation Committee
Conrad G. Goodkind, Chair Molly F. Cade John W. Sandford
9
<PAGE> 12
1994 STOCK OPTION PLAN
The complete text of the 1994 Stock Option Plan ("1994 Plan")
is set forth as Exhibit A to this Proxy Statement. The following summary of
the material features of the 1994 Plan does not purport to be complete and is
qualified in its entirety by reference to Exhibit A.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE 1994 STOCK OPTION
PLAN.
GENERAL
At the annual meeting, shareholders will be requested to
approve the 1994 Plan which was adopted by the Board of Directors on May 3,
1994, subject to approval of the shareholders of the Company.
The Board of Directors believes that adoption of the 1994 Plan
is desirable since it will serve to promote the interests of the Company and
its shareholders by providing the directors with an opportunity to acquire a
proprietary interest in the Company thereby more closely aligning their
interests with those of shareholders and providing a stronger incentive for
them to put forth a maximum effort for the continued success and growth of the
Company. In addition, the Board of Directors believes the opportunity to
acquire a proprietary interest in the Company will aid the Company in
attracting and retaining qualified persons to serve as directors of the
Company.
The 1994 Plan provides for the granting of Nonqualified Stock
Options ("NSO") which are not intended to qualify as incentive stock options
within the meaning of Section 422A of the Internal Revenue Code (the "Code").
The total number of shares of the Company's common stock authorized for
issuance under the 1994 plan is 600,000, representing 2.8% of the shares
outstanding on March 14, 1995. The 1994 Plan provides for the grant of an
option (without consideration) to purchase 50,000 shares of the Company's
common stock to each director in office on May 3, 1994 and the automatic grant
of a similar option to each new director upon such director's election to the
Board of Directors at an exercise price equal to the fair market value on the
date of grant. Only directors (including employee directors) are eligible to
receive options under the 1994 Plan. The 1994 Plan terminates May 3, 2004,
except as to options outstanding which remain in effect until they are
exercised or expire. As of March 14, 1995, none of the NSOs had been exercised
and options for a total of 350,000 shares were outstanding under the 1994 Plan.
10
<PAGE> 13
The following table sets forth certain information about
persons who have received grants of options under the 1994 Plan.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Underlying Options Granted Under
Name and Position 1994 Plan(1)
----------------- ------------
<S> <C>
Terrell L. Ruhlman, Chairman of the Board and
Chief Executive Officer . . . . . . . . . . . . . . . . . . . . 50,000
Richard A. Lund, Director and Chief Operating Officer . . . . . . 50,000
Molly F. Cade, Director . . . . . . . . . . . . . . . . . . . . 50,000
Conrad G. Goodkind, Director and Secretary . . . . . . . . . . . 50,000
William T. Gross, Director . . . . . . . . . . . . . . . . . . . 50,000
John W. Sandford, Director . . . . . . . . . . . . . . . . . . . 50,000
Philip I. Wolf, Director . . . . . . . . . . . . . . . . . . . . 50,000
Executive Group (2) . . . . . . . . . . . . . . . . . . . . . . . 100,000
Non-Executive Director Group . . . . . . . . . . . . . . . . . . 250,000
Non-Executive Officer Employee Group . . . . . . . . . . . . . . 0
-----------------------------
</TABLE>
(1) The exercise price of all options is $.8125, except for the options
held by Mr. Wolf which have an exercise price of $.6875 per share, in
each case representing the fair market value of the underlying common
stock on the date of grant.
(2) Messrs. Ruhlman and Lund.
Steven M. Tadler, who has been nominated for election as a
director of the Company, will, if elected, receive an option under the 1994
Plan to purchase 50,000 shares of the Company's common stock at an exercise
price equal to the fair market value of such stock on the date of grant.
Except as set forth above, no person is eligible to receive or has received any
options under the 1994 Plan.
FEDERAL INCOME TAX CONSEQUENCES
The Company has been advised that under the present provisions
of the Code, the Federal income tax consequences with respect to NSOs granted
under the 1994 Plan can be summarized as follows:
1. An optionee will not realize taxable income at the
time an NSO is granted, but taxable income will be realized and the Company
will be entitled to a deduction, provided it satisfies certain withholding
requirements, at the time of exercise of the NSO. The amount of income (and
the Company's deduction) will be equal to the difference between the NSO
exercise price and the fair market value of the shares on the date of exercise.
The income realized will be taxed at ordinary income tax rates for Federal
income tax purposes. Upon subsequent disposition of the shares acquired upon
exercise of an NSO, capital gain or loss as determined under the normal capital
asset holding period rules will be realized in the amount of the difference
between the proceeds of sale and the fair market value of the shares on the
date of exercise.
2. Where the NSO exercise price is paid in delivered
stock, the exercise is treated as (a) a tax-free exchange of the shares of
delivered stock (without recognizing any taxable gain with respect thereto) for
a like amount of new shares (with such new shares having the same basis and
holding period as the old), and (b) the issuance of additional shares
representing the "spread" between the NSO exercise price and the fair market
11
<PAGE> 14
value of the shares for which the NSO is exercised. The optionee's basis in
the number of new shares that equals the number of shares used to exercise the
NSO will equal the basis of the shares used to exercise the NSO, and the
optionee's holding period for the new shares will include his or her holding
period in the shares used to exercise the NSO. The optionee's basis in any
remaining shares will equal the amount of compensation income recognized upon
exercise of the NSO and his or her holding period for such shares will begin on
the day he or she acquires them. This mode of payment does not affect the
ordinary income tax liability incurred upon exercise of the NSO described
above.
SUMMARY OF 1994 PLAN
The principal provisions of the 1994 Plan are summarized below
(subject to the complete text set forth in Exhibit A):
The 1994 Plan is administered by the Company's Chairman of the
Board of Directors or, if there ceases to be a Chairman, by the Audit Committee
of the Board of Directors (the "Administrator"). The Administrator has no
discretion or authority to adopt or amend any rules or regulations in
connection with the granting of options under the 1994 Plan.
The maximum number of shares of the Company's common stock
which may be issued under the 1994 Plan is 600,000. Shares subject to and not
issued under an option which expires or terminates or is cancelled for any
reason during the term of the 1994 Plan shall again be available for the
granting of options. The exercise price at which shares may be purchased under
each option shall be equal to the reported closing price for the common stock
on the date of grant or, if there is no reported closing price on such date, on
the first date preceding such date on which a closing price is reported, in
each case as reported on The Nasdaq Stock Market National Market System
("Nasdaq National Market"). The number and kind of shares available and the
number, price and kind of shares covered by options granted or to be granted
under the 1994 Plan may be equitably adjusted in the event of reorganizations,
recapitalizations, stock-splits, dividends, mergers or other changes affecting
the common stock of the Company.
Options granted under the 1994 Plan may be exercised by a
director only while such person serves as a director of the Company, and for
one year thereafter. No option may be exercised prior to shareholder approval
of the 1994 Plan or, if later, six months after the date of grant. All options
expire on the 10th anniversary of the date of grant.
The exercise price for shares purchased must be paid in full
at the time of exercise, and no shares shall be issued until full payment
therefor is made. Such payment may be made either in cash or by delivering
shares of the Company's common stock which the optionee, the optionee's spouse,
or both, have beneficially owned for at least six months (valued at its Fair
Market Value (as defined) determined as of the date of exercise of the option)
or a combination of cash and shares. Cash proceeds will be added to the
general funds of the Company available for its corporate purposes. An option
granted under the 1994 Plan may not be transferred except by will or the laws
of descent and distribution and, during the optionee's lifetime, may be
exercised only by the optionee.
If the Company is dissolved or liquidated or is a party to a
merger in which it is not the surviving corporation, an optionee shall have the
right, subject to the discretion of the Board of Directors (which discretion
may not be delegated to any committee), to surrender his or her outstanding
unexercised options for cash in the amount of the difference between the
exercise price and the Fair Market Value of shares of common stock at the time
of surrender. Pursuant to such right, the optionee may surrender options
within 60 days prior to the effective date of the dissolution, liquidation or
merger.
The Board of Directors may, at any time, alter, amend, modify,
suspend or discontinue the 1994 Plan, provided that the Board may not: (i)
without the consent of the holder thereof, make any alteration which would
adversely affect an option previously granted under the 1994 Plan; (ii) without
the approval of shareholders, extend the term of the 1994 Plan or the maximum
period during which any option may be exercised; or (iii) without the approval
of shareholders, increase the aggregate number of shares subject to options
under the
12
<PAGE> 15
1994 Plan or decrease the minimum option price, except for adjustments to
reflect any reorganization, recapitalization, stock split, stock dividend,
merger, consolidation, combination or exchange of shares, rights offering or
any other change affecting the common stock.
The 1994 Plan provides that the Company may require, as a
condition to the exercise of an NSO, that the optionee concurrently pay to the
Company (either in cash or, in the discretion of the Administrator subject to
the approval of the Board of Directors, in shares of the Company's common stock
valued at their Fair Market Value) the taxes which the Company is required to
withhold by reason of such exercise. The optionee may elect to satisfy this
obligation, subject to the discretion of the Board of Directors (which
discretion may not be delegated to any committee), by having the Company
withhold from the shares to be issued upon exercise of the option that number
of shares having a Fair Market Value equal to the amount required to be
withheld.
The closing transaction price for shares of the Company's
common stock reported on the Nasdaq National Market on March 21, 1995, was
$.625.
SHAREHOLDER APPROVAL
The affirmative vote of a majority of the shares of common
stock represented at the annual meeting and entitled to vote thereon, a quorum
being present, is required for ratification and approval of the 1994 Plan.
AUDIT MATTERS
Representatives of Ernst & Young LLP, the independent public
accountants who have audited the Company since 1981, will be present at the
shareholders' meeting to respond to questions and to make a statement, if they
so desire. The Company is in the process of evaluating its outside auditing
services and, accordingly, has not yet selected its auditors for 1995.
VOTING PROCEDURES
The seven nominees receiving the highest number of affirmative
votes (whether or not a majority) cast by the outstanding shares represented at
the meeting and entitled to vote, a quorum being present, shall be elected as
directors. Abstentions and broker non-votes are not considered to be votes
cast under applicable state law and the Company's Articles of Incorporation and
Bylaws. Only affirmative votes are relevant in the election of directors.
The votes will be counted by the Company's transfer agent,
Firstar Trust Company, and certified to the Company in writing.
OTHER MATTERS
At the date of this Proxy Statement, the Company has not been
informed and is not aware that any other matters will be brought before the
meeting. However, proxies may be voted with discretionary authority with
respect to any other matters that may properly be presented to the meeting.
13
<PAGE> 16
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company no later
than November 30, 1995, in order to be considered for inclusion in next year's
Annual Meeting Proxy Statement.
CADE INDUSTRIES, INC.
Conrad G. Goodkind
Secretary
Lansing, Michigan
March 30, 1995
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT TO
THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K AND FINANCIAL STATEMENTS
AND SCHEDULES THERETO FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 WILL BE
PROVIDED WITHOUT CHARGE TO EACH RECORD OR BENEFICIAL OWNER OF THE COMPANY'S
COMMON SHARES AS OF THE RECORD DATE FOR THE ANNUAL MEETING, ON THE WRITTEN
REQUEST OF SUCH PERSON DIRECTED TO: SHERYL A. MULL, SHAREHOLDER RELATIONS,
CADE INDUSTRIES, INC., 5640 ENTERPRISE DRIVE, P.O. BOX 23094, LANSING, MICHIGAN
48909.
14
<PAGE> 17
EXHIBIT A
CADE INDUSTRIES, INC.
1994
STOCK OPTION PLAN
1. Purpose. The purpose of this Plan is to promote the growth
and development of Cade Industries, Inc. (the "Company") by providing increased
incentives for the directors of the Company (the "Directors") to remain in such
capacity. This Plan provides for the granting of non-qualified stock options
("NSOs").
2. Administration.
(a) The Plan shall be administered by the Company's
Chairman of the Board of Directors, or if there be none, by the Audit Committee
(the "Administrator").
(b) The Administrator shall have no discretion, and is
not authorized, to adopt, amend or rescind any rules or regulations in
connection with the granting of options under the Plan.
3. Eligibility. The Directors of the Company shall be eligible
to receive options under the Plan.
4. Shares Subject to Options.
(a) The stock to be subject to options under the Plan
shall be shares of the Company's common stock, $.001 par value (the "Common
Stock"), subject to adjustment under Paragraph 15 hereof, and may be authorized
but unissued stock or stock issued and reacquired by the Company.
(b) The aggregate number of shares which may be issued
pursuant to exercises of options granted under the Plan shall not exceed
600,000 shares, subject to further adjustment under Paragraph 15 hereof.
(c) Shares subject to and not issued under an option
which expires or terminates or is canceled for any reason during the term of
the Plan shall again be available for the granting of options under the Plan.
5. Granting of Options.
(a) Upon their election to the Board of Directors
(including those in office at the close of business on May 3, 1994), each
Director shall automatically be granted an option to purchase Fifty Thousand
(50,000) shares of the Common Stock.
(b) Each option shall be evidenced by a written agreement
containing terms and conditions consistent with the provisions of the Plan.
6. Term of Plan. Options may be granted under the Plan at any
time up to May 3, 2004, on which date the Plan shall expire except as to
options outstanding, which options shall remain in effect until they have been
exercised or have expired.
7. Exercise Price.
(a) The exercise price at which shares may be purchased
under each option shall be equal to the reported closing price for the Common
Stock on the date of grant or the last preceding day on which such a closing
price was reported by NASDAQ (the National Association of Securities Dealers,
Inc. Automated Quotation System).
A-1
<PAGE> 18
(b) The cash proceeds of the sale of Common Stock subject
to an option are to be added to the general funds of the Company available for
its corporate purposes.
8. Exercise of Options. Options granted under the Plan may be
exercised by a Director, in whole or in part, only while such person serves as
a duly elected and qualified director of the Company or within one year
thereafter. No options may be exercised prior to the later of the expiration
of six months from the date of grant thereof or shareholder approval.
9. Expiration Date. All rights to exercise an option shall
expire on a date which is ten years after the date on which the option was
granted.
10. Deferral of Exercise. Although the Company intends to exert
its best efforts so that the shares purchasable upon the exercise of an option
will be registered under, or exempt from the registration requirements of, the
federal Securities Act of 1933 (the "Act") and any applicable state securities
law, if the exercise of an option would otherwise result in the violation by
the Company of any provision of the Act or of any state securities law, the
Company may require that such exercise be deferred until the Company has taken
appropriate action to avoid such violation.
11. Method of Payment.
(a) The exercise price for shares purchased shall be paid
in full at the time of exercise and no shares shall be issued until full
payment therefor is made. Such payment may be made either (1) in cash or (2)
at the discretion of the Administrator, by delivering shares of the Common
Stock which had been beneficially owned by the optionee, the optionee's spouse,
or both of them for a period of at least six months prior to the time of
exercise (the "Delivered Stock") or (3) a combination of cash and Delivered
Stock. Delivered Stock shall be valued at the Fair Market Value of the Common
Stock on the date on which the option is exercised. For all purposes of this
section, the term "Fair Market Value" shall be the closing price for the Common
Stock on the date of exercise or the last preceding day on which a closing
price was reported by NASDAQ.
(b) An optionee to whom an option is granted shall not be
deemed the holder of any share subject to the option until the shares are fully
paid and issued to him or her upon the exercise of such option.
12. Transferability of Options. An option granted under the Plan
may not be transferred except by will or the laws of descent and distribution
and may be exercised during the optionee's tenure as a Director only by him or
her. The option and any rights and privileges pertaining thereto shall not be
transferred, assigned, pledged or hypothecated by him or her in any way whether
by operation of law or otherwise and shall not be subject to execution,
attachment or similar process.
13. Termination of Service as a Director.
(a) One year after termination of service as a Director
of the Company for any reason other than death, such Director's option shall
forthwith expire.
(b) Nothing in the Plan or in any option granted under
the Plan shall confer on any Director any right to continue as a director of
the Company or affect the right of the Company to terminate his or her service
to the Company at any time.
14. Death. If an optionee to whom an option is granted dies while
serving as a Director of the Company, the person or persons to whom the option
is transferred by will or the laws of descent and distribution may, at any time
within one year after the date of death, but not later than the date of
expiration of the option, exercise the option to the extent the optionee was
entitled to do so on the date of death. Any option or portions of options of
deceased optionees not so exercised shall terminate.
A-2
<PAGE> 19
15. Changes in Common Stock. In the event of the reorganization,
recapitalization, stock split, stock dividend, merger, consolidation,
combination or exchange of shares, rights offering or any other change
affecting the Common Stock, the Administrator shall make appropriate changes in
the aggregate number and kind of shares available under the Plan, in the
maximum number of shares for which options may be granted to any one optionee
and in the number, price and kind of shares covered by options granted or to be
granted under the Plan.
16. Amendment or Discontinuance. The Board of Directors may, at
any time, without the approval of the shareholders of the Company, alter,
amend, modify, suspend or discontinue the Plan, but may not, without the
consent of the holder of an option, make any alteration which would adversely
affect an option previously granted under the Plan or, without the approval of
the shareholders of the Company, make any alteration which would (a) increase
the aggregate number of shares subject to options under the Plan, except for
adjustments pursuant to paragraph 15; (b) decrease the minimum option price,
except for adjustments made pursuant to paragraph 15; or (c) extend the term of
the Plan or the maximum period during which any option may be exercised.
Notwithstanding the foregoing, the provisions of Section 5(a) and 7(a)
may not be amended more than once in any six month period, except to comport
with changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder.
17. Liability. No member of the Board of Directors, or officers
of the Company, shall be personally liable for any action, omission or
determination made in good faith in connection with the Plan.
18. Effective Date. This Plan, adopted by the Board of Directors
of the Company on May 3, 1994, became effective upon such adoption, subject to
approval by the shareholders of the Company.
19. Dissolution or Merger. Anything contained herein to the
contrary notwithstanding, upon the dissolution or liquidation of the Company,
or upon any merger in which the Company is not the surviving corporation, at
any time prior to the expiration date of an option, an optionee shall have the
right within sixty (60) days prior to the effective date of such dissolution,
liquidation or merger, to surrender all then outstanding and unexercised
options to the Company for cash, subject to the approval of the Board of
Directors in its sole discretion (which approval may not be delegated to any
committee thereof) and to such rules and regulations as the Board of Directors
may adopt. The amount of cash to be paid to the optionee for all unexercised
options shall be equal to the difference between the exercise price and the
Fair Market Value (determined as in paragraph 11) of a share of Common Stock,
at the time of surrender, times the number of outstanding and unexercised
options surrendered by the optionee.
20. Withholding Taxes.
(a) Pursuant to applicable federal and state laws, the
Company may be required to collect withholding taxes upon the exercise of an
option. The Company may require, as a condition to the exercise of an option,
that the optionee concurrently pay to the Company (either in cash or, at the
request of the optionee, but in the discretion of the Administrator, subject to
the approval of the Board of Directors, in shares of the Common Stock) the
entire amount or a portion of any taxes which the Company is required to
withhold by reason of such exercise, in such amount as the Company in its
discretion may determine.
(b) In lieu of part or all of any such payment, the
optionee may elect, subject to the approval of the Board of Directors in its
sole discretion (which approval may not be delegated to any committee thereof)
and to such rules and regulations as the Board of Directors may adopt from time
to time, to have the Company withhold from the shares to be issued upon
exercise of the option that number of shares having a Fair Market Value equal
to the amount which the Company is required to withhold.
21. Miscellaneous. The term "Board of Directors" herein shall
mean the Board of Directors of the Company and, to the extent that any powers
and discretion vested in the Board of Directors are delegated to any committee
of the Board, the term "Board of Directors" shall also mean such committee.
A-3
<PAGE> 20
CADE INDUSTRIES, INC.
PROXY FOR 1995 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Molly F. Cade and Terrell L. Ruhlman, and each
or either of them, proxies, with full power of substitution, to vote all shares
of stock which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Cade Industries, Inc. to be held at the Sheraton Lansing Hotel,
925 South Creyts Road, Lansing, Michigan, on May 2, 1995 at 10:00 a.m. (Eastern
Time), or at any adjournment thereof, as follows, hereby revoking any proxy
previously given:
<TABLE>
<S> <C> <C>
(1) ELECTION OF DIRECTORS: / / FOR all nominees / / WITHHOLD AUTHORITY DIRECTORS:
listed below (except as to vote for all nominees
specified to the contrary listed below
below) for terms expiring
in 1996
</TABLE>
MOLLY F. CADE, CONRAD G. GOODKIND, WILLIAM T. GROSS, RICHARD A. LUND,
TERRELL L. RUHLMAN, JOHN W. SANDFORD, STEVEN M. TADLER
(INSTRUCTION: To withhold authority to vote for any individual nominee,
print that nominee's name on the following line)
___________________________________________________________________________
(2) RATIFICATION AND APPROVAL OF THE CADE INDUSTRIES, INC.
1994 STOCK OPTION PLAN:
/ / FOR / / AGAINST / / ABSTAIN
(3) In their discretion on such other matters as may properly come before the
meeting or any adjournment thereof; all as set out in the Notice and Proxy
Statement relating to the meeting, receipt of which is hereby acknowledged.
(Continued and to be signed on reverse side)
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" EACH OF THE NOMINEES LISTED IN PROPOSAL (1) AND "FOR" PROPOSAL (2), IN
EACH CASE AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Dated:_________________________________, 1995
_____________________________________________
(Please sign exactly as name appears at left)
_____________________________________________
(If stock is owned by more than one person, all
owners must sign. Persons signing as executors,
administrators, trustees or in similar capacities
must so indicate.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
