GENERAL MICROWAVE CORPORATION
5500 New Horizons Boulevard
Amityville, New York 11701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 25, 1996
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 General
Microwave
Corporation, 5500 New Horizons Boulevard, Amityville, New York on
Tuesday, June
25, 1996 at 11:00 o'clock in the morning, Eastern Daylight Saving
Time, for the
following purposes:
l. To elect a Board of seven Directors.
2. To consider and vote upon the adoption and approval of an
amendment to
the Corporation's Employee Stock Purchase Plan that would
increase the
number of shares of the Corporation's Common Stock that
may be issued
pursuant to the Stock Purchase Plan by 59,201 to 140,000.
3. 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
6, 1996 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 28, 1996
<PAGE>
GENERAL MICROWAVE CORPORATION
5500 New Horizons Boulevard
Amityville, New York 11701
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 25, 1996
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 25, 1996. 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
6, 1996 are
entitled to vote. On that date there were 1,197,390 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 3, 1996.
PROPOSAL NO. 1
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.
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
and Other Positions Year Term
First Became
Name Age with the Corporation Will Expire a
Director
<S> <C> <S> <C> <C>
Frederick Zissu* 82 Chairman Emeritus of the 1996
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* 70 Chairman of the Board of 1996
1960
Directors of the Corporation,
Retired President and Chief
Executive Officer of the
Corporation <F2>
Moe Wind 72 Retired Senior Vice 1996
1960
President, Treasurer and
Assistant Secretary of
the Corporation <F3>
Stanley Simon 78 Owner of Stanley Simon & 1996
1989
Associates, management and
financial consultants <F4>
Mitchell Tuckman* 45 President and Chief 1996
1994
Executive Officer of the
Corporation <F5>
Edmond D. Franco 39 Principal of Franco, Lewis 1996
1995
& Company, Inc., an invest-
ment banking firm <F6>
Michael I. Stolzar 48 Attorney, Partner of Zissu 1996
1995
Gumbinger Stolzar &
Wasserman <F7>
_________________
* Member of the Executive Committee of the
Board of Directors of the Corporation
Footnotes appear on next page.
<PAGE>
<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
and a
Compensation Committee, but does not have a Nominating 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 four 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 Compensation Committee's function is to, at its discretion,
review and make
recommendations to the Board of Directors of the Corporation, the
appropriate
committee of the Board of Directors of the Corporation, or the
Board of Directors
of the appropriate subsidiary of the Corporation concerning the
salaries and other
compensation of the officers of the Corporation and its
subsidiaries. The
Compensation Committee, which held no formal meetings during the
Corporation's
last fiscal year, consists of three members, Messrs. Zissu, Rinkel
and Wind.
The Board of Directors of the Corporation held three 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 except
for Frederick Zissu who was unable to do so for reasons of health.
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 and the four most highly
compensated
executive officers of the Corporation who served in such capacities
on February
29, 1996 (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($)
Options/SAR's (#)
<S> <C> <C> <C> <C>
Mitchell Tuckman <F1> 1996 146,000 0 0
President-Chief 1995 135,833 0 5,000
Executive Officer 1994 108,750 11,751 2,500
Russell Gulotta 1996 126,750 0 0
Senior Vice Presi- 1995 127,917 0 3,000
dent-Manufacturing 1994 93,750 11,040 2,500
Rozalie Schachter 1996 117,000 0 0
Vice President- 1995 120,000 0 0
Business Development 1994 112,500 11,153 2,500
Howard Cohen 1996 115,050 0 0
Vice President- 1995 118,000 0 0
Administration 1994 114,000 10,220 1,000
Arnold H. Levine <F2> 1996 100,481 0 5,000
Vice President- 1995 - - -
Finance, Treasurer, 1994 - - -
Chief Financial
Officer (Principal
Financial and Chief
Accounting Officer)
<FN>
______________
<F1> Mr. Tuckman became an executive officer of the Corporation
during fiscal year 1994. He became President-Chief Executive
Officer of the Corporation on March 1, 1995, the first day of
fiscal year 1996.
<F2> Mr. Levine became an executive officer of the Corporation
during fiscal year 1996.
</TABLE>
STOCK OPTION GRANTS AND EXERCISES
The Corporation has in effect an employee stock option plan. It
does not have any
restricted stock or stock appreciation rights plans. The following
tables provide
information with respect to stock options granted to, held by and
exercised by the
named executive officers.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price
Expiration
Name Granted (#)(*) Fiscal Year ($/Sh)
Date
<S> <C> <C> <C> <C>
Mitchell Tuckman 0 - -
- -
Russell Gulotta 0 - -
- -
Rozalie Schachter 0 - -
- -
Howard Cohen 0 - -
- -
Arnold H. Levine 5,000 62.5% 6.875
3/12/2005
* 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>
Mitchell Tuckman 0 0 8,125/1,875
3,100/0
Russell Gulotta 0 0 4,875/2,125
1,980/0
Rozalie Schachter 0 0 6,875/1,625
105/195
Howard Cohen 0 0 3,250/250
2,890/30
Arnold H. Levine 0 0 1,250/3,750
0/0
</TABLE>
EMPLOYMENT ARRANGEMENTS
Mr. Zissu was paid $31,300 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 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 executive officer of the
Corporation on
December 1, 1994, Mr. Bernard 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 29, 1996, the Corporation
paid $123,719
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 29, 1996, 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.
During the fiscal year ended February 29, 1996, the Corporation
purchased an
officer's and director's liability insurance policy from Great
American
Insurance Co. for $18,798. The contract dated May 24, 1995 expired
on May 24,
1996 and insures all officers and directors including those of
subsidiaries, as
listed in the Corporation's Annual Report to Stockholders. The
contract was renewed for $18,798, and expires on May 24, 1997.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 1,
1996 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.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership<F1> of
Class<F12>
<S> <C> <C>
Frederick Zissu 213,396 <F2> 17.8%
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
<PAGE>
Stanley Simon 1,330 <F4> *
c/o Stanley Simon & Associates
70 Pine Street
New York, New York 10270
Mitchell Tuckman 10,338 <F5> *
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Edmond D. Franco 0 *
Franco, Lewis & Company
111 John Street, Suite 1200
New York, New York 10038
Michael I. Stolzar 200 *
Zissu Gumbinger Stolzar & Wasserman
950 Third Avenue
New York, New York 10022
Russell Gulotta 5,500 <F6> *
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Howard Cohen 14,604 <F7> 1.2%
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Rozalie Schachter 9,916 <F8> *
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Arnold H. Levine 1,250 <F9> *
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
All directors and executive 434,061 <F10> 35.4%
<F13>
officers as a group (12 persons,
including those listed above)
Shufro, Rose & Ehrman 264,050 <F11> 22.1%
745 Fifth Avenue
New York, New York 10151
* Under 1%
Footnotes appear on next page.
<PAGE>
<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 9,375 shares which Mr. Tuckman could acquire within
60 days upon
exercise of stock options.
<F6> Includes 5,500 shares which Mr. Gulotta could acquire within
60 days upon
exercise of stock options.
<F7> Includes 3,500 shares which Mr. Cohen could acquire within 60
days upon
exercise of stock options.
<F8> Includes 7,500 shares which Dr. Schachter could acquire
within 60 days
upon exercise of stock options.
<F9> Includes 1,250 shares which Mr. Levine could acquire within
60 days upon
exercise of stock options.
<F10> Includes 27,125 shares which could be acquired within 60 days
upon
exercise of stock options.
<F11> Based on Amendment No. 9 to a Schedule 13G dated February 14,
1996 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 22,300
shares, shared
voting power with respect to 0 shares, sole investment power
with respect
to 264,050 shares and shared investment power with respect to
0 shares.
<F12> Based on 1,197,390 shares outstanding as of April 1, 1996.
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 1,224,515 shares. This number was arrived at by
adding to the
total number of shares outstanding as of April 1, 1996, the
number of
shares which could have been acquired within 60 days upon
exercise of
stock options by persons included in the group.
</TABLE>
PROPOSAL NO. 2
AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN
GENERAL
The Board of Directors of the Corporation has unanimously
determined that an
increase in the number of shares available to be sold to employees
pursuant to
the Corporation's Employee Stock Purchase Plan ("Stock Purchase
Plan") is
advisable and unanimously recommends this to the stockholders for
adoption and
approval at this meeting. This plan and the amendments to it is
discussed in
detail below but your attention is directed to the entire Stock
Purchase Plan,
as amended, which is attached to this proxy statement as Exhibit A.
On April 30, 1996, Mitchell Tuckman, Rozalie Schachter, Howard
Cohen, all
current executive officers as a group, all current directors who
are not
executive officers as a group, and all employees including officers
who are not
executive officers as a group exercised options granted pursuant
to the Stock
Purchase Plan on March 1, 1994 to purchase 875 shares, 2,646
shares, 2,681
shares, 6,202 shares, 0 shares and 2,067 shares, respectively, for
$6.80 per
share. The average market value of Common Stock on the date of
grant was $8.75
per share. The average market value on the exercise date was $8.00
per share.
The Corporation's Common Stock is traded on the American Stock
Exchange (Symbol
GMW). On May 6, 1996, the fair market value of the Common Stock,
i.e. the
closing sales price of the Common Stock on that date on the
American Stock
Exchange, was $8.25 per share.
THE PROPOSED AMENDMENT
The Stock Purchase Plan originally provided for the potential offer
and sale to
employees of the Corporation and its subsidiaries of a maximum of
30,000 shares
of Common Stock. After giving effect to stock dividends, previous
offerings and
an amendment to the Stock Purchase Plan adopted and approved at the
1987 Annual
Meeting, 7,888 shares were available under the Stock Purchase Plan
as of May 1,
1996. Accordingly, the Board of Directors of the Corporation
unanimously
recommends adoption and approval of the amendment to the Stock
Purchase Plan
that increases the number of shares that may be issued pursuant to
it by 59,201
shares to 140,000, thereby making 67,089 shares (approximately 5.5%
of the
current outstanding shares) available for future sale pursuant to
the Plan. The
amendment is subject to adoption and approval by the Corporation's
stockholders
at this meeting.
DESCRIPTION OF THE STOCK PURCHASE PLAN
Pursuant to the Stock Purchase Plan, the Corporation offers options
to purchase
Common Stock of the Corporation to eligible employees. The
purchase price for
shares subject to such options is 85% of the lesser of the average
market value
of the Common Stock on the date of grant or on the exercise date.
The exercise
date of options is the last business day of the 25th month
following the date
of grant. Payment for the shares is made through payroll
deductions over a two
year period.
The Stock Purchase Plan is administered by a three member committee
("Stock
Purchase Plan Committee") selected by the Board of Directors of the
Corporation
from amongst its members and serving at its pleasure. The Stock
Purchase Plan
Committee determines when an offering will be made under the Plan.
In
connection with an offering, it also determines Plan Compensation
(explained
below), the eligibility date, the date of grant, and the exercise
date.
The right of a participating employee to purchase shares under the
Stock
Purchase Plan is referred to as an option. All full-time employees
of the
Corporation and its subsidiaries, including officers, who have been
employed for
one year or more on the eligibility date for any offering are
granted options
for a number of shares to be determined by the employee up to the
maximum
allowed and available under the Stock Purchase Plan and the terms
of that
offering. A full-time employee is one whose customary employment
is in excess
of twenty hours per week during more than five months in any
calendar year. As
of February 29, 1996, approximately 169 persons were eligible to
participate in
the Stock Purchase Plan.
No employee may be granted an option under the Stock Purchase Plan
if,
immediately after it is granted, that employee owns stock
possessing five
percent or more of the total combined voting power of all classes
of stock of
the Corporation. Additionally, no employee may be granted an
option under the
Stock Purchase Plan which permits the employee's rights to purchase
stock under
any offering made pursuant to this or any other employee stock
purchase plan of
the Corporation to accrue at a rate which exceeds Twenty-five
Thousand
($25,000.00) Dollars of fair market value of such stock (determined
at the time
such option is granted) for each calendar year or portion thereof
in which such
option is outstanding.
The maximum number of shares for which an employee may receive
options is based
upon a formula, part of which is determined by the Stock Purchase
Plan Committee
and part of which is determined by the employee. The Committee
determines the
maximum number of shares to be offered and Plan Compensation. Plan
Compensation
is a multiple of the regular annual compensation of each eligible
employee. The
same multiple applies to all employees for an offering. An
employee who elects
to participate in the offering may contribute up to a maximum of
twenty (20%)
percent of his Plan Compensation. The exact percentage to be
contributed is set
by the employee. The number of shares an employee may purchase is
determined
by dividing the option price of the shares (described below) into
the amount
which the employee had determined to contribute. Contributions are
made by
payroll deductions over approximately twenty-four months. The
shares are
purchased on the exercise date at the end of this period.
The option price for all offerings is fixed by the Stock Purchase
Plan at
eighty-five (85%) percent of the lesser of the average market price
of Common
Stock on the date of the grant or the exercise date. Contributions
are
calculated using the option price at the date of grant. If the
option price is
thereafter lowered because of a lower market price for the Common
Stock on the
exercise date, the employee will receive an appropriate refund at
the time of
purchase. In addition, a refund will be given where a whole number
of shares
cannot be purchased.
All options provide for appropriate adjustment in the number of
shares and the
purchase price thereof in the event of stock dividends, stock
splits and similar
changes. Employees participating in the Stock Purchase Plan will
have no rights
as stockholders of the Corporation with respect to shares purchased
under the
Stock Purchase Plan unless and until certificates representing such
shares have
been issued.
No participating employee may assign or hypothecate his rights or
interest under
the Stock Purchase Plan. These rights are exercisable only during
the
employee's lifetime and only by the employee.
An employee may withdraw his participation in an offering under the
Stock
Purchase Plan at any time prior to the exercise date of that
offering. At the
time the employee withdraws, the employee may either withdraw the
amount the
employee has contributed, or permit that amount to be used to
purchase shares
of Common Stock in accordance with the Stock Purchase Plan. If an
employee
initially decides not to withdraw the employee's account balance,
the employee
may thereafter request such withdrawal in writing at any time prior
to the
exercise date. Partial withdrawals are not permitted at any time.
No charge
will be made to the employee upon such withdrawal. No interest
will be paid on
any contributions which are returned. If an employee elects to
terminate the
employee's contributions, the employee cannot, at any subsequent
time, begin
again to make contributions towards the same offering. Any funds
which have
been contributed may only be applied to the offering under which
they were
initially contributed. No transfer to a subsequent or earlier
offering is
permitted.
An employee's participation in the Stock Purchase Plan will also be
terminated
upon the employee's retirement, death or termination of employment.
Upon the
occurrence of such an event prior to the exercise date of an
offering, no
payroll deduction will be taken from any pay due or owing to the
employee at
such time. The balance of his account will be paid over to the
employee or, in
the event of the employee's death, to the employee's estate.
Pursuant to the Stock Purchase Plan, all employee contributions are
held by the
Corporation. They are not segregated, but are kept as part of the
Corporation's
general funds and may be used by it for any corporate purpose. No
contribution
to the Stock Purchase Plan is made by the Corporation. All
expenses of the
Stock Purchase Plan are borne by the Corporation.
The Stock Purchase Plan does not provide for any termination date.
It does,
however, provide that it may be amended or terminated at any time
by the Board
of Directors of the Corporation, provided that no such amendment or
termination
may prejudice or diminish any right of any participant which shall
have
theretofore accrued.
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The following description of Federal income tax consequences is
based upon
current statutes, regulations and interpretations. The description
does not
include state or local tax consequences.
The options granted pursuant to the Stock Purchase Plan are
governed by Section
423 of the Internal Revenue Code of 1986, as amended ("Code"). No
tax liability
results to the optionee upon the grant or exercise of an option,
and the
Corporation is allowed no deduction in connection therewith at any
time, except
as set forth below.
Upon a disposition of stock acquired pursuant to an option, the tax
consequences
to the optionee depend upon the length of time the stock was held
at the time
of disposition.
If an optionee holds the stock for more than two years after the
option is
granted and for more than one year after the stock is acquired, the
optionee
will realize ordinary income in the year of disposition to the
extent that the
lesser of (i) the amount realized, or (ii) the fair market value of
the stock
at the time the option was granted, exceeded the option exercise
price. Any
further gain is taxed as long-term capital gain. If the amount
realized is less
than the exercise price, the optionee will realize no ordinary
income, and will
realize a long-term capital loss equal to the difference.
Pursuant to the terms of the Stock Purchase Plan, Common Stock is
acquired more
than two years after an option is granted. Accordingly, an
optionee cannot
dispose of the stock within two years after the option is granted.
However, if
disposition occurs more than two years after the option is granted
but less than
one year after the stock is acquired, the optionee will realize
ordinary income
in the year of disposition to the extent that the fair market value
of the stock
on the date of exercise exceeded the option exercise price. Any
excess will be
taxed as short-term capital gain. If the amount realized is less
than the fair
market value on the date the option was exercised, the optionee
will realize a
short-term capital loss in addition to any ordinary income realized
in
accordance with the third sentence of this paragraph.
If an optionee dies while holding stock acquired upon exercise of
an option, the
optionee's final income tax return must include as ordinary income
an amount
equal to the amount by which the lesser of (i) the fair market
value of the
stock on the date of death, or (ii) the fair market value of the
stock at the
time the option was granted, exceeds the option exercise price.
This rule
applies regardless of the length of time the optionee held the
stock prior to
his death. Upon sale of the stock, the deceased optionee's
successor will
realize capital gain or loss based upon the difference between the
basis of the
stock in the hands of such successor and the amount realized from
the sale.
If an optionee is required to realize ordinary income in connection
with the
disposition of stock acquired pursuant to an Option, the
Corporation will be
allowed a deduction in an amount equal to such ordinary income in
the taxable
year of the Corporation in which such disposition occurs, except in
the case of
an optionee who holds the stock for more than two years after the
option was
granted and more than one year after the option was exercised, in
which event
no deduction is allowable to the Corporation at any time.
The Stock Purchase Plan is not subject to any of the provisions of
the Employee
Retirement Income Security Act of 1974 ("ERISA"). The provisions
of Section
401(a) of the Code are not applicable to it, and accordingly, it is
not
qualified pursuant thereto.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO.
2.
The affirmative vote of a majority of all outstanding shares of
Common Stock
entitled to vote thereon at the meeting is required for adoption
and approval
of the amendment to the Stock Purchase Plan. Any shares not voted,
whether by
abstention, broker non-vote or otherwise, have the same effect as
a negative
vote.
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 29, 1996.
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 1997 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 28,
1997 for consideration for inclusion in the 1997 proxy statement
and form of
proxy.
BY ORDER OF THE BOARD OF
DIRECTORS
MICHAEL I.
STOLZAR,
Secretary
May 28, 1996
EXHIBIT A
GENERAL MICROWAVE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
SECTION 1
PURPOSE
This Employee Stock Purchase Plan ("Plan") is intended as an
incentive to
encourage stock ownership by all employees of General Microwave
Corporation and
its subsidiaries ("Company") so that they may acquire or increase
their
proprietary interest in the success of the Company and thus be
encouraged to
remain in the employ of the Company. It is further intended that
options issued
pursuant to this Plan shall constitute options issued pursuant to
an "employee
stock purchase plan" within the meaning of Section 423 of the 1986
Internal
Revenue Code.
SECTION 2
ADMINISTRATION
The Plan shall be administered by a committee appointed by the
Board of
Directors of the Company ("Committee") which shall consist of three
members.
The Board of Directors may, from time to time, remove members from,
or add
members to, the Committee. Vacancies on the Committee, howsoever
caused, shall
be filled by the Board of Directors. The Committee shall select
one of its
members as Chairman and shall hold meetings at such times and
places as it may
determine. Action taken by a majority of the Committee at any
meeting at which
a quorum is present, or acts reduced to or approved in writing by
a majority of
the members of the Committee, shall be the valid acts of the
Committee.
The interpretation and construction by the Committee of any
provisions of the
Plan or of any option granted under it shall be final unless
otherwise
determined by the Board of Directors. No member of the Board of
Directors or
the Committee shall be liable for any action or determination made
in good faith
with respect to the Plan or any option granted under it.
SECTION 3
ELIGIBILITY
All employees of the Company, including officers and directors who
are
employees, who are, as of July 1, 1976 and as of future eligibility
dates as
determined by the Committee, employed by the Company for one year
or more shall
be granted options under this Plan to purchase the Company's Common
Stock. In
no event may an employee be granted an option if such employee,
immediately
after the option is granted, owns stock possessing five percent or
more of the
total combined voting power or value of all classes of stock of the
Company or
of its parent corporation or subsidiary corporation, as the terms
"parent
corporation" and "subsidiary corporation" are defined in Section
425(c) and (f)
of the 1954 Internal Revenue Code. For purposes of determining
stock ownership
under this paragraph, the rules of Section 425(d) of the 1954
Internal Revenue
Code shall apply and stock which the employee may purchase under
outstanding
options shall be treated as stock owned by the employee.
No employee may be granted an option under any offering made
pursuant to this
Plan which permits his rights to purchase stock under all such
plans of the
Company and its subsidiaries to accrue at a rate which exceeds
$25,000 of fair
market value of such stock (determined at the time such option is
granted) for
each calendar year in which such option is outstanding at any time.
For purposes of this Section 3, the term employee shall not include
an employee
whose customary employment is 20 hours or less per week or is for
not more than
five months in any calendar year.
SECTION 4
OFFERINGS
Each offering shall be made by the granting of options to all
eligible employees
in an amount to be determined by the Committee. The Committee
shall determine
the terms and conditions of each offering. These terms and
conditions shall
specify the duration of the offering, the exercise date and the
amount of stock
that may be purchased thereunder. Under the Plan (after giving
effect to stock
dividends declared on October 29, 1985 and March 11, 1986), a
maximum of 140,000
shares of the Company's stock may ultimately be offered for sale to
the
employees of the Company.
SECTION 5
PARTICIPATION
An employee eligible on the effective date of any offering may
participate in
such offering by completing and forwarding a "Payroll Deduction
Authorization
for Purchase of General Microwave Corporation Stock" form, by the
date specified
therein, to the Committee at the main office of the Company.
SECTION 6
DEDUCTIONS
The Company will maintain payroll deduction accounts for all
participating
employees. With respect to any offering made under the Plan, an
employee may
authorize payroll deductions in equal amounts per pay period over
approximately
24 months. Such authorization shall specify the total amount to be
deducted,
the number of shares intended to be purchased and the date on which
payroll
deductions are to commence, which date may not be retroactive.
SECTION 7
INTEREST
No interest shall accrue on employee payroll deduction accounts
maintained
pursuant to the Plan.
SECTION 8
WITHDRAWAL FROM THE PLAN
An employee may at any time prior to the exercise date discontinue
participation
in the Plan by notifying the Committee in writing. Thereupon, the
employee may
either leave his account balance to be applied in accordance with
the purposes
of the Plan or may request in writing withdrawal of his account
balance, thereby
withdrawing from participation in the offering. In the event an
employee upon
the initial decision to discontinue payroll deductions under the
Plan elects to
leave his account balance, he may at any time thereafter prior to
the expiration
of the Plan, request, in writing, withdrawal of his account
balance. Partial
withdrawal will not be permitted. Officers or directors of the
Company who
cease participation in the Plan may not participate again for at
least six
months thereafter.
SECTION 9
PURCHASE OF SHARES
Each employee participating in any offering under this Plan will be
granted an
option as of the effective date of such offering to purchase a
number of shares
to be determined as follows: At or prior to the commencement of
the offering,
the Committee will determine and announce the "Plan Compensation"
applicable to
said offering, which shall be a multiple of the regular annual
compensation of
each participant. The same multiple shall apply to all
participants. Each
participant shall then determine the amount he wishes to invest in
Common Stock.
Such amount shall be stated as a percentage (not to exceed 20%) of
his Plan
Compensation. The number of shares to be purchased by each
employee shall be
determined by dividing the amount of such employee's percentage of
his Plan
Compensation by an amount equal to 85% of the average market price
of the Common
Stock at the date the option is granted.
When the option is exercised, the purchase price shall be the
lesser of 85% of
the average market price of the Common Stock on the date of grant
or 85% of the
average market price on the date of exercise, in which latter event
there shall
be refunded to each participant, without interest, any amount
withheld from such
employee in excess of the purchase price of the Common Stock.
Participation in any offering will not bar an employee from
simultaneously
participating in any subsequent offerings. Payroll deductions may
be made under
each offering to the extent authorized by the employee, subject to
the maximum
and minimum limitations imposed for such offering. A separate
employee payroll
deduction account will be maintained with respect to each offering.
A participating employee may not purchase any shares under any
offering after
27 months from the date of grant thereof. If an employee does not
accumulate
sufficient funds in his account to purchase at least one share
within 27 months,
he will thereupon be deemed to have withdrawn from the offering and
the amount
in his account will be refunded.
SECTION 10
REGISTRATION OF CERTIFICATES
Certificates may be registered only in the name of the employee or,
if he so
indicates on his Payroll Deduction Authorization form, in his name
jointly with
a member of his family with right of survivorship. An employee who
is a
resident of a jurisdiction which does not recognize such a joint
tenancy may
have certificates registered in his name as tenant in common with
a member of
his family without right of survivorship.
SECTION 11
DEFINITIONS
"Date of Grant" shall be July 1, 1976 or such date as may be
specified by the
Committee for any subsequent offering under this Plan.
The phrase "average market price" means the average of the high and
low prices
of the Company's Common Stock in the over-the-counter market on the
appropriate
date, or, if no sales of the Company's Common Stock were made on
that day, the
average of the high and low prices on the next preceding day on
which sales were
made. However, if the Corporation's Common Stock is listed on a
stock exchange,
"average market price" means the average of the high and low sales
prices of the
Company's Common Stock as reported by that stock exchange on the
appropriate
date, or, if no sales of the Company's Common Stock were made on
that day, the
average of the high and low sales prices on the next preceding day
on which
sales were made.
The term "Common Stock" means the Company's common stock, par value
$.O1 per
share, which may, at the discretion of the Committee be unissued,
in the
Company's treasury, or purchased on the open market.
The term "working day" means a day other than a Saturday, Sunday or
scheduled
holiday.
SECTION 12
RIGHTS AS A STOCKHOLDER
None of the rights or privileges of a stockholder of the Company
shall exist
with respect to shares purchased under this Plan unless and until
certificates representing such shares have been issued.
SECTION 13
RIGHTS ON RETIREMENT, DEATH OR TERMINATION OF EMPLOYMENT
In the event of a participating employee's retirement, death, or
termination
of employment, no payroll deductions shall be taken from any pay
due or owing
to him at such time and the balance in his account shall be paid to
him or,
in the event of his death, to his estate.
SECTION 14
RIGHTS NOT TRANSFERABLE
Rights under this Plan are not transferable by a participating
employee other
than by will or by the laws of descent and distribution or pursuant
to a
qualified domestic relations order as defined by the United States
Internal
Revenue Code of 1986, as amended.
SECTION 15
APPLICATION OF FUNDS
All funds received or held by the Company in payroll deduction
accounts
maintained pursuant to this Plan may be used for any corporate
purpose.
SECTION 16
ADJUSTMENT IN CASE OF CHANGES AFFECTING
GENERAL MICROWAVE CORPORATION STOCK
In the event of a subdivision of outstanding shares, or the payment
of a stock
dividend, the number of shares of Common Stock reserved or
authorized to be
reserved under this Plan, including shares covered by outstanding
grants to
participating employees, shall be increased proportionately, and
the purchase
price for each participant shall be decreased proportionately, and
such other
adjustment shall be made as may be deemed equitable by the Board of
Directors.
In the event of any other change affecting the Common Stock, such
adjustment
shall be made as may be deemed equitable by the Board of Directors
to give
proper effect to such event.
SECTION 17
AMENDMENT OR TERMINATION OF PLAN
The Board of Directors may, at any time and from time to time,
amend this Plan
in any respect, or terminate it, provided, however, that no such
action shall
prejudice or diminish any right of any participant hereunder which
shall have
theretofore accrued. Should any amendment to this Plan be required
in order to
comply with the requirements of Section 423 or any other provision
of the
Internal Revenue Code and the Regulations issued thereunder, such
amendment may
be adopted by the Board of Directors retroactively to the date
thereof.
Upon termination of the Plan prior to the exercise date under any
offering
hereunder, there shall be no further payroll deductions under the
Plan, but
participating employees shall continue to participate in the
offering to the
extent of all amounts then in their payroll deduction accounts.
SECTION 18
GOVERNMENTAL REGULATIONS
The Company's obligation to sell and deliver Common Stock under
this Plan is
subject to the approval of any governmental authority required in
connection
with the authorization, issuance or sale of such stock.
SECTION 19
INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may
have as
directors or as members of the Committee, the members of the
Committee shall be
indemnified by the Company against the reasonable expenses,
including attorney's
fees actually and necessarily incurred in connection with the
defense of any
action, suit or proceeding, or in connection with any appeal
therein, to which
they or any of them may be a party by reason of any action taken or
failure to
act under or in connection with the Plan or any option granted
thereunder, and
against all amounts paid by them in settlement thereof (provided
such settlement
is approved by independent legal counsel selected by the Company)
or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding,
except in relation to matters as to which it shall be adjudged in
such action,
suit or proceeding that such Committee member is liable for
negligence or
misconduct in the performance of his duties; provided that within
60 days after
institution of any such action, suit or proceeding a Committee
member shall in
writing offer the Company the opportunity, at its own expense, to
handle and
defend the same.
<PAGE>
SECTION 20
CONSTRUCTION
This Plan shall be construed and enforced in accordance with the
laws of the
State of New York. This Plan is intended to comply with the
requirements of
Section 423 and related provisions of the Internal Revenue Code and
the
Regulations issued thereunder. Any question of construction shall
be resolved
in favor of compliance therewith.
SECTION 21
STOCKHOLDER APPROVAL
The adoption of the Plan shall be subject to approval by the
holders of a
majority of the shares of the Company's Common Stock present and
voting at the
Annual Meeting to be held in June 1976.
<PAGE>
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS OF GENERAL MICROWAVE
CORPORATION
The undersigned, revoking all prior proxies, hereby appoints
SHERMAN A.
RINKEL and MITCHELL TUCKMAN, 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 General Microwave Corporation, 5500 New Horizons
Boulevard,
Amityville, New York on Tuesday, June 25, 1996 at 11:00 o'clock in
the morning,
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
<PAGE>
PROPOSAL NO. 1 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, STANLEY SIMON,
MITCHELL
herein) to vote for TUCKMAN, EDMOND D. FRANCO,
MICHAEL
all nominees I. STOLZAR
(To withhold authority to
vote for
[ ] [ ] any individual nominee, write
that
[ ] [ ] nominee's name on the space
provided
below.)
PROPOSAL NO. 2 The Board of Directors Recommends a Vote "FOR"
this proposal.
FOR AGAINST ABSTAIN 2. Adoption and approval of
the
amendment to the Employee
Stock
Purchase Plan.
__
[ ] [ ] [ ]
[ ] [ ] [__]
Please sign exactly as your name or Dated:
, 1996
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" PROPOSALS 1 AND 2.
<PAGE>
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:
