GENERAL MICROWAVE CORPORATION
5500 New Horizons Boulevard
Amityville, New York 11701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 27, 1995
TO THE HOLDERS OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of GENERAL MICROWAVE CORPORATION ("Corporation") will be held at
the American Stock Exchange, 86 Trinity Place, New York, New York
on Tuesday, June 27, 1995 at 5:00 o'clock in the afternoon, Eastern
Daylight Saving Time, for the following purposes:
l. To elect a Board of eight Directors.
2. To transact such other business as may come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on
May 8, 1995 as the record date for determination of stockholders
entitled to notice of and to vote at the meeting.
Your attention is called to the attached proxy statement.
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, YOU ARE URGED TO
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD, TO WHICH NO
POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES. THIS MAY
SAVE THE CORPORATION THE EXPENSE OF FURTHER PROXY SOLICITATION. IF
YOU ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW YOUR PROXY AND
VOTE YOUR OWN SHARES.
By Order of the Board of Directors.
MICHAEL I. STOLZAR,
Secretary
May 30, 1995
GENERAL MICROWAVE CORPORATION
5500 New Horizons Boulevard
Amityville, New York 11701
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 27, 1995
The enclosed proxy is being solicited by the Board of Directors of
General Microwave Corporation ("Corporation") for use at the annual
meeting of stockholders of the Corporation to be held on June 27,
1995. The proxy may be revoked by the stockholder at any time
prior to its use at the meeting by submission of a later-dated
proxy or by written notice to the Corporation, Attention:
Stockholder Relations, or by attendance and voting in person at the
Annual Meeting. Solicitation of proxies may be made by mail,
personal interviews, telephone and telegraph by officers and
regular employees of the Corporation who will not be additionally
compensated therefor. Expenses for postage, printing, and handling
will be paid by the Corporation and it may reimburse brokers,
banks, and other custodians, nominees and fiduciaries for their
expenses in sending proxy material to their principals.
Only stockholders of record of the Corporation's Common Stock, par
value one cent ($.01) per share ("Common Stock"), at the close of
business on May 8, 1995 are entitled to vote. On that date there
were 1,194,890 shares of Common Stock outstanding. Each share is
entitled to one vote at the meeting.
The principal executive offices of the Corporation are located at
5500 New Horizons Boulevard, Amityville, New York 11701. This
notice of meeting and proxy statement and enclosed proxy will be
mailed to the Corporation's stockholders of record on or about June
2, 1995.
ELECTION OF DIRECTORS
The persons named in the enclosed proxy, or their substitutes, will
cast the votes authorized by the proxies received for the election
of the nominees listed below as directors for the ensuing year and
until their respective successors are elected and qualified. If
any nominee is unavailable to serve at the time of election, it is
intended that the persons named in the proxy or their substitutes
will vote for an alternative nominee who will be designated by the
Board of Directors of the Corporation. However, the Board of
Directors of the Corporation has no reason to anticipate that any
of the nominees listed below will not be candidates.
Directors are elected by a plurality of the votes cast by the
holders of the Corporation's Common Stock at a meeting at which a
quorum is present. Accordingly, the individuals who receive the
largest number of votes cast are elected as directors up to the
number of directors to be chosen at the meeting. Shares not voted,
whether by abstention, broker non-vote or otherwise, have no impact
on the election of directors unless the failure to vote for an
individual results in another individual receiving a larger number
of votes. The Corporation will tabulate proxies which are received
prior to the meeting. The Corporation intends to have an employee
appointed as the inspector of elections at the meeting to receive
the tabulation, to tabulate all other votes, and to certify the
results of the election.
The following table sets forth the nominees (each of whom is
presently a member of the Board of Directors). With respect to
each such person, the table sets forth the age, principal
occupation during the past five years, office and position
presently held with the Corporation, and the year in which the
person first became a director.
<TABLE>
<CAPTION>
Principal Occupation
and Other Positions Year Term
FirstBecame
Name Age with the Corporation Will Expire a
Director
<S> <C> <C> <C> <C>
Frederick Zissu* 81 Chairman Emeritus of the 1995
1960
Board of Directors of the
Corporation and Chairman of
the Executive Committee of
the Board of Directors of
the Corporation <F1>
Sherman A. Rinkel* 69 Chairman of the Board of 1995
1960
Directors of the Corporation,
Retired President and Chief
Executive Officer of the
Corporation <F2>
Moe Wind 71 Retired Senior Vice 1995
1960
President, Treasurer and
Assistant Secretary of
the Corporation <F3>
Winton Charlop 76 Private Investor 1995
1981
Stanley Simon 77 Owner of Stanley Simon & 1995
1989
Associates, management and
financial consultants <F4>
Mitchell Tuckman* 44 President and Chief 1995
1994
Executive Officer of the
Corporation <F5>
Edmond D. Franco 38 Principal of Franco, Lewis 1995
1995
& Company, Inc., an invest-
ment banking firm <F6>
Michael I. Stolzar 47 Attorney, Partner of Zissu 1995
1995
Gumbinger Stolzar & Wasserman
<F7>
_________________
* Member of the Executive Committee of the
Board of Directors of the Corporation
<FN>
<F1> Mr. Zissu was Chairman of the Board of Directors of the
Corporation from its inception in 1960 until his retirement
for reasons of health in May, 1995. He was Chairman of the
Board and Chief Executive Officer of Vornado, Inc. (now known
as Vornado Realty Trust), a real estate and merchandising
company, from 1971 until May, 1989. He is also of counsel to
the law firm Zissu Gumbinger Stolzar & Wasserman. Zissu
Gumbinger Stolzar & Wasserman is the general counsel to the
Corporation.
<F2> Mr. Rinkel retired as President and Chief Executive Officer
of the Corporation on March 1, 1995. He became Chairman of
the Board in May, 1995.
<F3> Mr. Wind retired as an officer of the Corporation on March 1,
1992.
<F4> Mr. Simon is also a director of Gerber Scientific Inc. and
J. Baker, Inc. and a trustee of Vornado Realty Trust.
<F5> Mr. Tuckman became President-Chief Executive Officer of the
Corporation in March, 1995. He was Executive Vice President
and Chief Operating Officer of the Corporation from August,
1994 until then. From June, 1993 until August, 1994, Mr.
Tuckman was Vice President-Microwave Engineering of the
Corporation. He was Chief Microwave Engineer of the
Corporation before that.
<F6> Mr. Franco has been a principal of Franco, Lewis & Company,
Inc., an investment banking firm he co-founded, since July,
1992. From February, 1992 until July, 1992, he was a Senior
Advisor to the Ministry of Privatization of the Czech
Republic. From January, 1991 until February, 1992, Mr.
Franco was an independent financial consultant. From 1989
until December, 1990, Mr. Franco was a Principal-Investment
Banking Division of Morgan Stanley & Co., Incorporated.
<F7> Mr. Stolzar has been Secretary and Assistant Treasurer of the
Corporation since June, 1981. During the past five years, he
has been principally employed as a practicing attorney. Mr.
Stolzar has been a partner of Zissu Gumbinger Stolzar &
Wasserman since November, 1980.
</TABLE>
The Board of Directors of the Corporation has an Audit Committee,
but does not have a Nominating or Compensation Committee.
The Audit Committee's functions include reviewing annual and
quarterly reports and proxy statements sent to stockholders and
filed with the Securities and Exchange Commission, recommending to
the Board of Directors the engaging of the independent auditors,
reviewing with the independent auditors the plan and results of the
auditors' engagement and other matters of interest to the Committee
and reviewing with the Corporation's officers matters of interest
to the Committee including the effectiveness of the Corporation's
internal controls and the results of its operations. The Audit
Committee, which held three meetings during the Corporation's last
fiscal year, consists of three members, Messrs. Simon, Wind and
Franco. Mr. Simon is the Chairman of the Audit Committee.
The Board of Directors of the Corporation held five meetings during
the Corporation's last fiscal year. During the last fiscal year,
each incumbent Director of the Corporation attended at least 75% of
the combined total of the meetings of the Board of Directors and
the committees on which he served.
The Corporation is not aware of any family relationships between
any director, executive officer, or person nominated or chosen by
the Corporation to become a director or executive officer.
EXECUTIVE COMPENSATION
The following table sets forth information concerning total
compensation earned by or paid during each of the last three fiscal
years to the President-Chief Executive Officer of the Corporation,
the four most highly compensated executive officers of the
Corporation who served in such capacities on February 28, 1995, and
its former Senior Vice President-Engineering (the "named executive
officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation Awards
Name and Principal Fiscal Annual Compensation Securities
Underlying
Position Year Salary($) Bonus($)
Options/SAR's (#)
<S> <C> <C> <C> <C>
Sherman A. Rinkel 1995 250,000 0 0
President-Chief 1994 230,000 16,160 10,000
Executive Officer 1993 225,000 0 0
Mitchell Tuckman <F1> 1995 135,833 0 5,000
Executive Vice 1994 108,750 11,751 2,500
President-Chief 1993 - - -
Operating Officer
Russell Gulotta <F2> 1995 127,917 0 3,000
Senior Vice Presi- 1994 93,750 11,040 2,500
dent-Manufacturing 1993 - - -
Rozalie Schachter 1995 120,000 0 0
Vice President- 1994 112,500 11,153 2,500
Business Development 1993 110,000 0 0
Howard Cohen 1995 118,000 0 0
Vice President- 1994 114,000 10,220 1,000
Administration 1993 112,000 0 0
Bernard Grand <F3> 1995 109,375 0 0
Senior Vice 1994 132,500 11,681 1,000
President- 1993 130,000 0 0
Engineering
<FN>
______________
<F1> Mr. Tuckman became an executive officer of the Corporation
during fiscal year 1994. He became President-Chief Executive
Officer of the Corporation on March 1, 1995, the first day of
fiscal year 1996.
<F2> Mr. Gulotta became an executive officer of the Corporation
during fiscal year 1994.
<F3> Mr. Grand held this position until his retirement on December
1, 1994 and is included in the executive compensation tables
in accordance with the rules of the Securities and Exchange
Commission.
</TABLE>
STOCK OPTION GRANTS AND EXERCISES
The Corporation has in effect an employee stock option plan. It
does not have any restricted stock or stock appreciation rights
plans. The following tables provide information with respect to
stock options granted to, held by and exercised by the named
executive officers.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price
Expiration
Name Granted (#)(*) Fiscal Year ($/Sh)
Date
<S> <C> <C> <C> <C>
Sherman A. Rinkel 0 - - -
Mitchell Tuckman 5,000 47.6% 7.25
8/25/2004
Russell Gulotta 3,000 28.6% 7.25
8/25/2004
Rozalie Schachter 0 - - -
Howard Cohen 0 - - -
Bernard Grand 0 - - -
* Incentive stock options granted under the Corporation's 1990
Stock Option Plan at fair market value on the date of grant. The
options become exercisable in whole or in part as to not more than
25% of the shares originally subject to them commencing 9 months
from the date of grant, and as to an additional 25% after each
succeeding 9 month period.
</TABLE>
<TABLE>
<CAPTION>
AGGREGATE OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of
Securities
Value of
Underlying
Unexercised
Unexercised
In-the-Money
Options/SARs
Options/SARs
at FY-End(#) at
FY-End($)
Shares Acquired Value Exercisable/
Exercisable/
Name on Exercise(#) Realized($) Unexercisable
Unexercisable
<S> <C> <C> <C> <C>
Sherman A. Rinkel 0 0 0/0
0/0
Mitchell Tuckman 0 0 3,750/6,250
4,844/781
Russell Gulotta 0 0 2,750/4,250
3,219/781
Rozalie Schachter 0 0 6,250/1,250
781/781
Howard Cohen 0 0 3,000/500
4,376/313
Bernard Grand 3,500 5,125 0/0
0/0
</TABLE>
EMPLOYMENT ARRANGEMENTS
Mr. Zissu was paid $62,600 for serving as a director and consultant
to the Corporation during the last fiscal year. Other directors
who are not officers of the Corporation are each paid $500 for each
meeting of the Board of Directors which they attend and $4,000 per
year. Members of the Audit Committee of the Board of Directors are
also paid $250 for each meeting of the Audit Committee which they
attend.
In connection with his retirement as an officer of the Corporation
on March 1, 1992 and in lieu of the foregoing director compensation
arrangements, Mr. Wind was retained as a consultant to the
Corporation for a three year period for $10,000 a year and agreed
not to compete with the Corporation for three years for $40,000 a
year.
In connection with his retirement as President and Chief Executive
Officer of the Corporation on March 1, 1995 and in lieu of the
foregoing director compensation arrangements, Mr. Rinkel was
retained as a consultant to the Corporation for a three year period
for $25,000 a year and agreed not to compete with the Corporation
for three years for $100,000 a year.
In connection with his retirement as an officer of the Corporation
on December 1, 1994, Mr. Grand was retained as a consultant to the
Corporation for a three year period for $10,000 a year and agreed
not to compete with the Corporation for three years for $15,000 a
year.
CERTAIN TRANSACTIONS
During the fiscal year ended February 28, 1995, the Corporation
paid $104,105 for legal services to the firm of Zissu Gumbinger
Stolzar & Wasserman, Esqs., of which Frederick Zissu is of counsel
and Michael I. Stolzar is a partner.
During the fiscal year ended February 28, 1995, Franco, Lewis &
Company, Inc. of which Edmond D. Franco is a principal, performed,
and during the current fiscal year is performing, investment
banking services for the Corporation.
On May 20, 1994, the Corporation purchased 178,200 shares of its
Common Stock held by Joseph Falkenstein, a beneficial owner as of
that date of more than 5% of the Corporation's Common Stock for
$1,425,600, the then prevailing market price on the American Stock
Exchange.
<TABLE>
<CAPTION>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 3,
1995 with respect to the ownership of the Corporation's Common
Stock, par value $.01 per share, by each director of the
Corporation and nominee for election as a director, each of the
named executive officers, all directors and executive officers of
the Corporation as a group, and each person known to the
Corporation to own beneficially more than five percent of the
Corporation's Common Stock.
Amount and Nature of Percent
Name Beneficial Ownership<F1> of
Class<F12>
<S> <C>
Frederick Zissu 213,396 <F2> 17.9%
500 Valley Road
Wayne, New Jersey 07470
Sherman A. Rinkel 85,047 <F3> 7.1%
79 Santa Barbara Drive
Plainview, New York 11803
Moe Wind 53,645 4.5%
31 Longwood Drive
Dix Hills, New York 11746-4715
Winton Charlop 38,830 3.2%
1568 49th Street
Brooklyn, New York 11219
Stanley Simon 1,330 <F4> *
c/o Stanley Simon & Associates
70 Pine Street
New York, New York 10270
Mitchell Tuckman 5,963 <F5> *
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Edmond D. Franco 0 *
Franco, Lewis & Company, Inc.
111 John Street, Suite 1200
New York, New York 10038
Michael I. Stolzar 0 *
Zissu Gumbinger Stolzar &
Wasserman
950 Third Avenue
New York, New York 10022
Bernard Grand 30,627 <F6> 2.6%
20 Myron Road
Plainview, New York 11803
Russell Gulotta 3,500 <F7> *
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Howard Cohen 13,953 <F8> 1.2%
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Rozalie Schachter 8,666 <F9> *
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
All directors and executive 424,330 <F10> 35.0%
officers as a group (13 persons,
including those other than
Mr. Grand listed above)
Shufro, Rose & Ehrman 271,750 <F11> 22.7%
745 Fifth Avenue
New York, New York 10151
* Under 1%
<FN>
<F1> Unless otherwise indicated, each person is the direct owner
of and has sole voting power and sole investment power with
respect to such shares.
<F2> Does not include 1,000 shares owned by Mr. Zissu's wife in
which shares Mr. Zissu disclaims any beneficial interest.
<F3> Does not include 2,420 shares owned by Mr. Rinkel's wife in
which shares Mr. Rinkel disclaims any beneficial interest.
<F4> Does not include 700 shares owned by Mr. Simon's wife in
which shares Mr. Simon disclaims any beneficial interest.
<F5> Includes 5,000 shares which Mr. Tuckman could acquire within
60 days upon exercise of stock options.
<F6> Includes 2,000 shares which Mr. Grand owns jointly with his
wife.
<F7> Includes 3,500 shares which Mr. Gulotta could acquire within
60 days upon exercise of stock options.
<F8> Does not include 656 shares owned by Mr. Cohen as custodian
for a child who resides with Mr. and Mrs. Cohen in which
shares Mr. Cohen disclaims any beneficial interest. Includes
3,500 shares which Mr. Cohen could acquire within 60 days
upon exercise of stock options.
<F9> Includes 6,250 shares which Dr. Schachter could acquire
within 60 days upon exercise of stock options.
<F10> Includes 18,250 shares which could be acquired within 60 days
upon exercise of stock options.
<F11> Based on Amendment No. 8 to a Schedule 13G dated February 14,
1995 filed by Shufro, Rose & Ehrman. Shufro, Rose & Ehrman
is a broker-dealer registered under the Securities Exchange
Act of 1934 and an investment adviser registered under the
Investment Advisers Act of 1940. Shufro, Rose & Ehrman has
sole voting power with respect to 21,600 shares, shared
voting power with respect to 0 shares, sole investment power
with respect to 271,750 shares and shared investment power
with respect to 0 shares.
<F12> Based on 1,194,890 shares outstanding as of April 3, 1995.
This number has been adjusted, where necessary, with respect
to particular persons by adding to it the number of shares
which could be acquired within 60 days upon exercise of stock
options.
<F13> Based on 1,213,140 shares. This number was arrived at by
adding to the total number of shares outstanding as of April
3, 1995, the number of shares which could have been acquired
within 60 days upon exercise of stock options by persons
included in the group.
</TABLE>
OTHER MATTERS
INFORMATION RESPECTING THE CORPORATION'S INDEPENDENT AUDITORS
The Board of Directors of the Corporation has selected
KPMG Peat Marwick LLP as independent auditors for the current
fiscal year. This firm served in the same capacity for the fiscal
year ended February 28, 1995. Representatives of KPMG Peat Marwick
LLP are expected to be present at the Annual Meeting to make any
statements they feel appropriate and to respond to appropriate
questions directed to them.
ADDITIONAL MATTERS TO COME BEFORE THE MEETING
The Board of Directors of the Corporation does not intend
to present any other matters at the meeting, nor does it have any
other information that other matters will be brought before the
meeting. However, if any other matters properly come before the
meeting, it is the intention of the persons named in the enclosed
proxy to vote the proxy in accordance with their judgment on such
matters.
STOCKHOLDER PROPOSALS
Stockholder proposals for the 1996 Annual Meeting must be
received at the principal executive offices of the Corporation,
5500 New Horizons Boulevard, Amityville, New York 11701, Attention:
President, not later than January 30, 1996 for consideration for
inclusion in the 1996 proxy statement and form of proxy.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL I. STOLZAR,
Secretary
May 30, 1995
ANNUAL MEETING OF STOCKHOLDERS OF GENERAL MICROWAVE
CORPORATION
The undersigned, revoking all prior proxies, hereby
appoints
FREDERICK ZISSU and SHERMAN A. RINKEL, or either one of them,
proxies, with
full power of substitution, to vote all shares the undersigned is
entitled to
vote at the Annual Meeting of Stockholders of General Microwave
Corporation
("Corporation") to be held at the American Stock Exchange, 86
Trinity Place,
New York, New York on Tuesday, June 27, 1995 at 5:00 o'clock in the
afternoon, Eastern Daylight Saving Time, and all adjournments
thereof, and to
vote as directed below upon the proposals which are more fully set
forth in
the Proxy Statement and otherwise in their discretion upon such
other
business as may properly come before the meeting or any adjournment
or
adjournments thereof; all as more fully set forth in the Notice of
Meeting
and Proxy Statement, receipt of which is hereby acknowledged.
(Continued and to be Voted, Signed
and
Dated on Reverse Side)
(over)
Place mark in this box if [
]
you plan to attend the [
]
stockholders meeting.
PLEASE SIGN AND RETURN PROMPTLY
Election of Directors-The Board of Directors Recommends
a
Vote "FOR" Election of Directors.
FOR all nominees WITHHOLD FREDERICK ZISSU, SHERMAN
A.RINKEL,
(except as indicated AUTHORITY MOE WIND, WINTON
CHARLOP,STANLEY
herein) to vote for SIMON, MITCHELL
TUCKMAN,EDMOND D.
all nominees FRANCO, MICHAEL I. STOLZAR
(To withhold authority to
vote for
[ ] [ ] any individual nominee,
writethat
[ ] [ ] nominee's name on the space
pro-
vided below.)
Please sign exactly as your name or Dated: , 1995
names appear hereon. Each joint
owner must sign (Executors, Admin-
istrators, Trustees, etc., will
kindly so indicate when signing).
Signature(s)
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. UNLESS
OTHERWISE
SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ELECTION OF DIRECTORS.
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
GENERAL MICROWAVE 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
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:
