GENERAL MICROWAVE CORPORATION
5500 New Horizons Boulevard
Amityville, New York 11701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 25, 1997
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 Melville
Marriott Long Island, 1350 Old Walt Whitman Road, Melville, New York 11747 on
Wednesday, June 25, 1997 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 the General
Microwave Corporation 1997 Non-Employee Director Stock Option Plan.
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, 1997 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 29, 1997
<PAGE>
GENERAL MICROWAVE CORPORATION
5500 New Horizons Boulevard
Amityville, New York 11701
------------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 25, 1997
------------------------------------
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,
1997. 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, 1997 are entitled to vote. On that date there
were 1,205,659 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 May 30, 1997.
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
<PAGE>
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>
Sherman A. Rinkel* 71 Chairman of the Board of 1997 1960
Directors of the Corporation,
Retired President and Chief
Executive Officer of the
Corporation <F1>
Moe Wind 73 Retired Senior Vice 1997 1960
President, Treasurer and
Assistant Secretary of
the Corporation <F2>
Stanley Simon 79 Owner of Stanley Simon & 1997 1989
Associates, management and
financial consultants <F3>
Mitchell Tuckman* 46 President and Chief 1997 1994
Executive Officer of the
Corporation <F4>
Edmond D. Franco 40 Principal of Franco, Lewis 1997 1995
& Company, Inc., an invest-
ment banking firm <F5>
Michael I. Stolzar 49 Attorney, Partner of Zissu 1997 1995
Gumbinger Stolzar &
Wasserman <F6>
Michael D. Magidson* 54 Executive Vice President, 1997 1997
Gerald Metals, Inc., an
international metals
merchant, refiner and
processor
_________________
* Member of the Executive Committee of the
Board of Directors of the Corporation
Footnotes appear on next page.
<PAGE>
<FN>
<F1> 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.
<F2> Mr. Wind retired as an officer of the Corporation on March 1,
1992.
<F3> Mr. Simon is also a director of Gerber Scientific Inc. and
J. Baker, Inc. and a trustee of Vornado Realty Trust.
<F4> 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.
<F5> 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. From 1978 until 1989,
Mr. Franco was an investment banker in the Corporate Finance
Department of Drexel, Burnham, Lambert, Incorporated where he
held a variety of postions.
<F6> 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.
<PAGE>
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.
Rinkel, Wind and Magidson.
The Board of Directors of the Corporation held four 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 during the period he was a director.
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 most highly compensated executive officers of the Corporation who
served in such capacities on February 28, 1997 and the former Senior
Vice President-Manufacturing of the Corporation (the "named executive
officers"). There were no other executive officers of the Corporation
whose combined salary and bonus for any of these years exceeded $100,000.
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
- --------------------------
Long Term Compensation Awards
Name and Principal Fiscal Annual Compensation Securities Underlying
Position Year Salary($) Bonus($) Options/SAR's (#) <F4>
- ------------------ ------ --------- -------- ------------------------
<S> <C> <C> <C> <C>
Mitchell Tuckman <F1> 1997 142,500 0 10,000
President-Chief 1996 146,000 0 0
Executive Officer 1995 135,833 0 5,000
Rozalie Schachter 1997 114,000 0 7,500
Vice President- 1996 117,000 0 0
Business Development 1995 120,000 0 0
Howard Cohen 1997 112,100 0 3,500
Vice President- 1996 115,050 0 0
Administration 1995 118,000 0 0
Arnold H. Levine <F2> 1997 107,500 0 5,000
Vice President- 1996 100,481 0 5,000
Finance, Treasurer, 1995 - - -
Chief Financial
Officer (Principal
Financial and Chief
Accounting Officer)
Russell Gulotta <F3> 1997 73,625 - -
Former Senior 1996 126,750 0 0
Vice President- 1995 127,917 0 0
Manufacturing
<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.
<F3> Mr. Gulotta ceased to be an executive officer of the
Corporation in July, 1996.
<F4> The options reported as granted in fiscal year 1997 were
previously granted options which were repriced as part of a
Corporation-wide option repricing to reflect the current market
value of the Corporation's common stock at that time. See "Report
on Repricing of Stock Options" which follows.
</TABLE>
<PAGE>
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 (#)<F1> Fiscal Year<F2> ($/Sh) Date
- ---- --------------- --------------- ------ ----------
<S> <C> <C> <C> <C>
Mitchell Tuckman 2,500 4.76% 5.00 1/21/2000
2,500 4.76% 5.00 5/17/2003
5,000 9.52% 5.00 8/25/2004
Rozalie Schachter 5,000 9.52% 5.00 6/25/2000
2,500 4.76% 5.00 5/17/2003
Howard Cohen 2,500 4.76% 5.00 1/21/2000
1,000 1.90% 5.00 5/17/2003
Arnold H. Levine 5,000 9.52% 5.00 3/12/2005
Russell Gulotta 0 - - -
<FN>
<F1> Incentive stock options repriced as part of the Corporation's option
repricing program under which the exercise prices per share of all
outstanding 1990 Stock Option Plan stock options were changed to their
fair market value on the date of the repricing. The exercisability of
the options remained unchanged, i.e. they became or 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 original grant,
and as to an additional 25% after each succeeding 9 month period. See
"Report on Repricing of Stock Options" which follows.
<F2> Options for 3,000 shares originally granted in the last fiscal year and
repriced have been treated as having been granted only once for purposes
of this column.
</TABLE>
<PAGE>
<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 8,750/1,250 0/0
Rozalie Schachter 0 0 7,500/0 0/0
Howard Cohen 0 0 3,500/0 0/0
Arnold H. Levine 0 0 2,500/2,500 0/0
Russell Gulotta 0 0 0/0 0/0
* The fair market value and the option exercise price
per share of all outstanding options were approximately
equal at year end. See Report on Repricing of Stock Options.
</TABLE>
Report on Repricing of Stock Options
- ------------------------------------
In January, 1997, the Stock Option Committee of the Board of
Directors of the Corporation (the "Committee") approved the repricing
by amendment of all of the outstanding options to purchase the
Corporation's common stock held by employees including officers-directors
who were employees. Under the repricing plan, the option exercise price
of each outstanding option was amended so the option became exercisable
at the fair market value of the Corporation's common stock at the time
of the repricing, $5.00 per share. The Committee noted that the overall
purpose of the Corporation's 1990 Stock Option Plan had been to attract
and retain the services of the Corporation's key employees and to provide
incentives to such persons to exert maximum efforts for the Corporation's
success. The Committee concluded that the decline in the market value of
the Corporation's common stock had frustrated these purposes and diminished
the value of the Corporation's stock option program as an element of the
Corporation's compensation policy. This was especially so in light of the
Corporation's decisions not to provide any significant salary increases for
officers during the past three fiscal years. Accordingly, the Committee
adopted a repricing program which permitted all outstanding options to be
amended to change the per share exercise price to the then current fair
market value of the Corporation's common stock.
<PAGE>
In connection with the repricing, options to purchase an aggregate of
52,500 shares of common stock were repriced. The new exercise price
granted to named executive officers is $5.00 per share.
The Stock Option Committee
Sherman A. Rinkel
Moe Wind
Michael D. Magidson
Employment Arrangements
- -----------------------
Before his resignation as a director for reasons of health in
January, 1997, Frederick Zissu, the Chairman of the Board of
Directors of the Corporation from its founding until May, 1995, was paid
during fiscal year 1997 at the annual rate of $31,300.00 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 28, 1997, the Corporation paid $109,165
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.
<PAGE>
During the fiscal year ended February 28, 1997, Franco, Lewis & Company, Inc.
of which Edmond D. Franco is a principal, performed, and during the current
fiscal year may perform, investment banking services for the Corporation.
During the fiscal year ended February 28, 1997, the Corporation purchased an
officers' and directors' liability insurance policy from Great American
Insurance Co. for $18,798. The contract dated May 24, 1996 expired on May 24,
1997 and insured 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, 1998.
Stock Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------
The following table sets forth certain information as of April 1,
1997 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>
Sherman A. Rinkel 85,047 <F2> 7.0%
71 Northgate Circle
Melville, New York 11747
Moe Wind 53,645 4.4%
31 Longwood Drive
Dix Hills, New York 11746-4715
Stanley Simon 2,030 *
c/o Stanley Simon & Associates
70 Pine Street
New York, New York 10270
Mitchell Tuckman 10,588 <F3> *
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Edmond D. Franco 0 *
Franco, Lewis & Company
63 Wall Street
New York, New York 10005
<PAGE>
Michael I. Stolzar 200 *
Zissu Gumbinger Stolzar & Wasserman
950 Third Avenue
New York, New York 10022
Michael D. Magidson 551 <F4> *
17 Broadview Road
Westport, Connecticut 06880
Howard Cohen 17,290 <F5> 1.4%
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Rozalie Schachter 12,562 <F6> 1.0%
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
Arnold H. Levine 2,500 <F7> *
c/o General Microwave Corporation
5500 New Horizons Boulevard
Amityville, New York 11701
All directors and executive 185,663 <F8> 15.1%
<F13>
officers as a group (11 persons,
including those listed above)
Frederick Zissu 213,396 <F9> 17.7%
500 Valley Road
Wayne, New Jersey 07470
Russell Gulotta 0 *
Controlotron Corp.
30 Oser Avenue
Hauppauge, New York 11788
Shufro, Rose & Ehrman 230,800 <F10> 19.1%
745 Fifth Avenue
New York, New York 10151
Adam M. Hutt, AMH Equity Ltd., 71,500 <F11> 5.9%
Jay M. Petschek, Corsair Manage-
ment Company, Inc. and Corsair
Managing Partners
c/o Ladenburg, Thalmann & Co., Inc.
590 Madison Avenue
New York, New York 10022
- ------------
* 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 2,420 shares owned by Mr. Rinkel's wife in which shares
Mr. Rinkel disclaims any beneficial interest.
<F3> Includes 8,750 shares which Mr. Tuckman could acquire within 60 days upon
exercise of stock options.
<F4> Does not include 4,851 shares owned by Mr. Magidson's wife in which
shares Mr. Magidson disclaims any beneficial interest.
<F5> Includes 3,500 shares which Mr. Cohen could acquire within 60 days upon
exercise of stock options.
<F6> Includes 7,500 shares which Dr. Schachter could acquire within 60 days
upon exercise of stock options.
<F7> Includes 2,500 shares which Mr. Levine could acquire within 60 days upon
exercise of stock options.
<F8> Includes 23,500 shares which could be acquired within 60 days upon
exercise of stock options.
<F9> Does not include 1,000 shares owned by Mr. Zissu's wife in which shares
Mr. Zissu disclaims any beneficial interest.
<F10> Based on Amendment No. 9 to a Schedule 13G dated February 14, 1997 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 22,200 shares,
shared voting power with respect to 0 shares, sole investment power with
respect to 230,800 shares and shared investment power with respect to
0 shares.
<F11> Based on a Schedule 13D dated July 11, 1996 filed by Adam M. Hutt, AMH
Equity Ltd., Jay P. Petschek, Corsair Management Company, Inc. and
Corsair Managing Partners. Mr. Hutt and AMH Equity, Ltd. of which Mr.
Hutt is the sole shareholder, director and executive officer, have sole
voting power with respect to 0 shares, shared voting power with respect
to 47,500 shares, sole investment power with respect to 0 shares and
shared investment power with respect to 47,500 shares. Mr. Petschek has
sole voting power with respect to 19,200 shares, shared voting power with
respect to 4,800 shares, sole investment power with respect to 19,200
shares and shared investment power with respect to 4,800 shares.
Corsair Managing Partners of which Mr. Petschek is the sole general
partner, and Corsair Management Company, Inc., of which Mr. Petschek is
<PAGE>
the sole shareholder, director and executive officer, has sole voting
power with respect to 0 shares, shared voting power with respect to
4,800 shares, sole investment power with respect to 0 shares and shared
investment power with respect to 4,800 shares. Amendment No. 1 dated
April 17, 1997 to the foregoing Schedule 13D reports that Mr. Hutt's
and AMH Equity's ownership of Common Stock had increased as of that date
by 12,500 to 60,000 shares of which both had shared voting and shared
investment power.
<12> Based on 1,205,659 shares outstanding as of April 1, 1997. 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 1,229,159 shares. This number was arrived at by adding to the
total number of shares outstanding as of April 1, 1997, the number of
shares which could have been acquired within 60 days upon exercise of
stock options by persons included in the group.
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires
the Corporation's officers and directors, and persons who own more than
ten (10%) percent of the Corporation's Common Stock to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and the American Stock Exchange. Officers, directors and greater than
ten (10%) percent stockholders are required by SEC regulations to furnish the
Corporation with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by the Corporation, or written representations from certain reporting
persons that no Forms 5 were required for those persons, the Corporation
believes that during the fiscal year ended February 28, 1997, all Section
16(a) filing requirements applicable to its officers, directors, and greater
than ten (10%) percent beneficial owners were complied with.
PROPOSAL NO. 2
SHAREHOLDER ADOPTION AND APPROVAL OF THE
GENERAL MICROWAVE CORPORATION
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
--------------------------------------------
At its meeting held on May 21, 1997, the Board of Directors of the Corporation
<PAGE>
approved the General Microwave Corporation 1997 Non-Employee Director Stock
Option Plan ("option plan"). The Board recommends that the stockholders adopt
and approve the option plan at this meeting. One of the principal purposes of
this plan is to more closely align directors' compensation with stockholder
value.
The purpose of the option plan is to increase the ownership interest in the
Corporation of non-employee directors whose services are considered essential
to the Corporation's continued progress, to align such interests with those of
the stockholders of the Corporation and to provide a further incentive to serve
as a director of the Corporation. A summary description of the option plan
follows. This description is qualified in its entirety by reference to the
full text of the option plan which is attached to this proxy statement
as Exhibit A.
The option plan provides for an automatic annual award of options for 2,500
shares of Common Stock to each person who is a non-employee director following
the annual meeting of stockholders in each year, commencing with the June 25,
1997 Annual Meeting. The option exercise price is 100% of the fair market
value per share of Common Stock on the date of grant, as defined in the
option plan. Persons elected to the Board between annual meetings are awarded
a pro rata portion of the 2,500 annual option share award for the first year
of service.
The option plan covers "non-employee directors" which means a director of the
Corporation who is neither an employee of the Corporation nor any subsidiary
of the Corporation ("non-employee director"). The option plan authorizes the
issuance upon exercise of options of up to 60,000 shares of the Corporation's
Common Stock, par value $.01 per share. To the extent an outstanding option
expires or terminates unexercised or is cancelled or forfeited, the shares
subject to the expired, unexercised, cancelled or forfeited portion of such
option are available again for grants of options under the option plan.
Options become cumulatively exercisable as to 33% of the shares subject to the
option commencing at the end of a waiting period, 33% on the first day of the
second year following the waiting period and 34% on the first day of the third
year following the waiting period. The waiting period for this purpose is the
January 1st next following the annual meeting of stockholders. Options remain
exercisable for a period of 10 years ("exercise period"). Upon the occurrence
of a change in control, as defined, the waiting period terminates and all
outstanding options become fully exercisable in accordance with the other terms
and conditions of the option plan.
Upon exercise, the holder of the option must pay the full purchase price under
the option in cash as well as the withholding taxes with respect to such
exercise.
The Board of Directors of the Corporation is authorized to amend the option
plan from time to time provided that such amendment may not adversely
<PAGE>
change the terms and conditions of an outstanding option without the
optionee's consent; the number of shares subject to an option granted under
the option plan, the purchase price therefor, the date of grant and the
termination provisions relating to an option cannot be amended more than once
every six months, with certain exceptions.
Options awarded under the option plan are not transferable other than by will
or the laws of descent and distribution except pursuant to a domestic
relations order. During the life of the optionee, options under the option
plan are exercisable only by the optionee.
If an optionee ceases to be a director of the Corporation other than by reason
of disability, retirement or death, outstanding options can be exercised only
to the extent that they were exercisable on the date of termination and expire
on the earlier of three months from the date of termination or the expiration
of the exercise period. If an optionee ceases to be a director by reason of
disability or retirement, each option continues to be exercisable in accordance
with its terms. If an optionee dies following termination as a director by
reason of disability or retirement, the option continues to be exercisable
until the earlier of one year following death or expiration of the exercise
period. If the optionee ceases to be a director as a result of death after the
expiration of the waiting period, the option becomes immediately vested and
exercisable at any time within one year of the optionee's death but in no
event after the expiration of the exercise period.
The Corporation believes that under present law, the following are the federal
tax consequences generally arising with respect to option grants under the
option plan. The grant of an option will create no tax consequences for an
optionee or the Corporation. Upon exercising an option, the optionee must
recognize ordinary income equal to the difference between the exercise price
and the fair market value of the stock on the date of exercise. The
Corporation will be entitled to a deduction for the same amount. The treatment
of an optionee on a disposition of shares acquired through the exercise
of an option depends on how long the shares have been held. Any gain or loss
on a later disposition of shares acquired through the exercise of an option
will constitute capital gain or loss to the optionee equivalent to the
difference between the share proceeds and the aforementioned fair market value.
The applicable holding period to determine whether such gain is long- or
short-term is measured from the date of the option exercise. There will be
no tax consequences to the Corporation in connection with a disposition of
shares acquired under an option.
In the event of any change in the number of issued shares of Common Stock,
such as a stock dividend, stock split, recapitalization, reorganization,
exchange of shares, liquidation, combination or other change in corporate
structure affecting the shares of Common Stock, the total number of shares
reserved for issuance under the option plan will be appropriately adjusted and
the number of shares covered by each outstanding option and the purchase price
<PAGE>
per share will be appropriately adjusted. The option plan will be administered
by the Corporation's President.
The Corporation's Common Stock is traded on the American Stock Exchange (Symbol
GMW). On May 8, 1997, the fair market value of the Common Stock, i.e. the
average between the highest and lowest sales price of the Common Stock on that
date on the American Stock Exchange, was $4.25 per share.
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 option 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 28, 1997.
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 1998 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,
1998 for consideration for inclusion in the 1998 proxy statement and form of
proxy.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL I. STOLZAR,
Secretary
May 29, 1997
<PAGE>
EXHIBIT A
GENERAL MICROWAVE CORPORATION
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
--------------------------------------------
ARTICLE I - Purpose of Plan
The purpose of the General Microwave Corporation 1997 Non-Employee
Director Stock Option Plan ("Plan") is to increase the ownership interest in
the Company of non-employee directors whose services are considered essential
to the Company's continued progress, to align such interests with those of the
shareholders of the Company and to provide a further incentive to serve as a
director of the Company.
ARTICLE II - Definitions
Unless the context clearly indicates otherwise, the following terms
shall have the following meanings:
2.1 "1997 Annual Meeting" means the annual meeting of
shareholders of the Company scheduled to be held on June 25, 1997, or any
adjournment thereof.
2.2 "Award Summary" means the award summary delivered by the
Administrator to each Non-Employee Director upon grant of an Option
under the Plan.
2.3 "Board" means the Board of Directors of General Microwave
Corporation.
2.4 "Change in Control" shall be deemed to have occurred if
(A) any "person", as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") other than
the Company, any person who as of April 1, 1997 was the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty (20%) percent or more of the
combined voting power of the Company's then outstanding securities, any
trustee or other fiduciary holding securities under an employee benefit plan
of the Company, or any company owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
<PAGE>
securities of the Company representing twenty (20%) percent or more of the
combined voting power of the Company's then outstanding securities; or
(B) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, including for this purpose
any new director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described in this
Section ) whose election or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
2.5 "Company" means General Microwave Corporation.
2.6 "Exercise Period" means the date which is ten (10)
years after the Option Grant Date of such Option.
2.7 "Fair Market Value" means, with respect to any date,
the average between the highest and lowest sale prices per Share on the
American Stock Exchange Composite Transactions Tape on such date, provided
that if there should be no sale of Shares reported on such date the Fair
Market Value of a Share on such date shall be deemed equal to the average
between the highest and lowest sale prices per Share on such Composite Tape
for the last preceding date on which sales of Shares were reported.
2.8 "Option" means an option to purchase Shares awarded under Article
VIII which does not meet the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended, or any successor law.
2.9 "Option Grant Date" means the date upon which an Option
is granted to a Non-Employee Director.
2.10 "Optionee" means a Non-Employee Director of the Company
to whom an Option has been granted.
2.11 "Non-Employee Director" means a director of the Company
who is neither an employee of the Company nor any subsidiary of the Company.
2.12 "Plan" means the General Microwave Corporation 1997
Non-Employee Director Stock Option Plan, as amended and restated from time
to time.
2.13 "Shares" means shares of the Common Stock, par value $.01 per
share, of the Company. "Shareholder" and "Stockholder" and reference to an
"annual meeting of shareholders" or "annual meeting of stockholders" may be
used interchangeably herein.
<PAGE>
ARTICLE III - Administration of the Plan
3.1 Administrator of Plan. The Plan shall be administered by
the Office of the President of the Company ("Administrator").
3.2 Authority of the Administrator. Except as otherwise
provided herein, the Administrator shall have full power and authority
to (i) interpret and construe the Plan and to adopt such rules and
regulations he or she shall deem necessary and advisable to implement and
administer the Plan and (ii) designate persons to carry out his or her
responsibilities, subject to such limitations, restrictions and conditions
as he or she may prescribe, such determinations to be made in accordance with
the Administrator's best business judgment as to the best interests of the
Company and its shareholders and in accordance with the purposes of the Plan
subject to applicable conditions of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended ("Rule 16b-3"). The Administrator may delegate
administrative duties under the Plan to one or more agents as he
or she shall deem necessary or advisable.
ARTICLE IV - Awards Under the Plan
Awards in the form of Options shall be granted to Non-Employee Directors
in accordance with Article VIII. Each Option granted under the Plan shall be
evidenced by an Award Summary.
ARTICLE V - Eligibility
Non-Employee Directors of the Company shall be eligible to
participate in the Plan in accordance with Article VIII.
ARTICLE VI - Shares Subject to the Plan
Subject to adjustment as provided in Article XI, the aggregate number
of Shares which may be issued upon the exercise of Options shall not exceed
60,000 Shares. To the extent an outstanding Option expires or terminates
unexercised or is cancelled or forfeited, the Shares subject to the expired,
unexercised, cancelled or forfeited portion of such Option shall again be
available for grants of Options under the Plan.
ARTICLE VII - Non-Transferability of Options
All Options under the Plan will be nontransferable and shall not be
assignable, alienable, salable or otherwise transferable by the Optionee other
than by will or the laws of descent and distribution except pursuant to a
domestic relations order entered by a court of competent jurisdiction or as
<PAGE>
otherwise determined by the Administrator. During the Life of the Optionee,
Options under the Plan shall be exercisable only by him or her.
If so permitted by the Administrator, an Optionee may designate a
beneficiary or beneficiaries to exercise the rights of the Optionee under this
Plan upon the death of the Optionee. However, any contrary requirement of
Rule 16b-3 under the 1934 Act or any successor rule shall prevail over
the provisions of this section.
ARTICLE VIII - Options
Each Non-Employee Director shall be granted Options, subject to the
following terms and conditions:
8.1 Time of Grant. On the date of the 1997 Annual Meeting of
Shareholders of the Company and, thereafter, on the date of each
annual meeting of shareholders of the Company, each person who is a
Non-Employee Director immediately after such meeting of shareholders
shall be granted an Option to purchase 2,500 Shares. Any person elected to
the Board subsequent to the 1997 Annual Meeting at a time other than at any
other annual meeting of shareholders who becomes a Non-Employee Director, upon
the date of such election, shall be granted an Option to purchase a number of
Shares determined by multiplying the number set forth in the preceding sentence
by a fraction, the numerator of which shall be the number of days between the
date of such election and the date which is the first anniversary of the date
of the last preceding annual meeting of shareholders and the denominator of
which shall be 365.
8.2 Purchase Price. The purchase price per Share under each Option
granted pursuant to this Article shall be 100% of the Fair Market Value per
Share on the Option Grant Date.
8.3 Option Waiting Period and Exercise Dates. The Shares subject to
an Option may be purchased commencing on the January 1 next following the
annual meeting of shareholders (the "Waiting Period") as follows:
33% of such Shares commencing at the end of the Waiting Period;
33% of such Shares commencing on the first day of the second year
following the Waiting Period; and
34% of such Shares commencing on the first day of the third year
following the Waiting Period.
Subject to Article IX, an Option may be exercised until the end of the
Exercise Period. An Option, or portion thereof, may be exercised in whole or
in part only with respect to whole Shares.
To the extent that an Option is not exercised when it becomes initially
<PAGE>
exercisable, it shall not expire but shall be carried forward and shall be
exercisable until the expiration of the Exercise Period. Partial exercise
will be permitted from time to time within the percentage limitation described
above provided that no partial exercise may be for less than twenty (20)
Shares.
Upon the occurrence of a Change in Control, the Waiting Period shall
terminate and all outstanding Options shall become immediately fully
exercisable pursuant to the other terms and conditions of the Option until the
expiration of the Exercise Period.
8.4 Method of Exercising Option. The Options may be exercised from
time to time by written notice to the Company, which shall state the election
to exercise the Options and the number of shares with respect to which the
Options are being exercised, and shall be signed by the person exercising the
Options. Such notice must be accompanied by a check payable to the Company
in payment of the full purchase price. After receipt of such notice, the
Company will advise the person exercising the option of the amount of
withholding tax which must be paid under U.S. Federal, and where applicable,
U.S. state and local law resulting from such exercise. Upon receipt of payment
of the purchase price and the withholding tax the Company shall, without
transfer or issue tax to the person exercising the Options, issue a certificate
or certificates for the number of shares covered by such notice of exercise.
ARTICLE IX - Termination of Directorship
9.1 Termination of Service. If an Optionee ceases to be a director of
the Company other than by reason of disability, retirement from service on the
Board, or death, each Option held by such Optionee may thereafter be exercised
by such Optionee (or such Optionee's executor, administrator, guardian, legal
representative, beneficiary or similar person) solely to the extent that they
were exercisable on the date of such termination and shall expire on the
earlier of: (i) three (3) months from the date of such termination or (ii)
expiration of the Exercise Period. Options which are not exercisable on the
date the Optionee ceases to be a director of the Company shall terminate.
9.2 Disability, Retirement or Death. If an Optionee ceases to be a
director of the Company by reason of disability or retirement from service on
the Board, each Option held by such Optionee may thereafter be exercised by
such Optionee in accordance with the provisions of Article VIII. If the
Optionee dies following termination of service from the Board by reason of
retirement or disability, outstanding Options shall be exercisable to the
extent that they were exercisable on the date of death by such Optionee's
executor, administrator, guardian, legal representative, beneficiary or
similar person and shall expire on the earlier of: one year following the date
of death or expiration of the Exercise Period. If the Optionee ceases to be a
<PAGE>
director as a result of death after the expiration of the Waiting Period for
an Option award, such Option shall be immediately vested and exercisable by
the Optionee's legal representative at any time within one year of the
Optionee's death but in no event after the expiration of the Exercise Period.
Options which are not exercisable on the date the Optionee ceases to be a
director of the Company in accordance with the foregoing shall terminate.
ARTICLE X - Amendment and Termination
The Board may amend the Plan from time to time or terminate the Plan at
any time; provided, however, that no action authorized by this Article shall
adversely change the terms and conditions of an outstanding Option without the
Optionee's consent and, subject to Article XI, the number of Shares subject to
an Option granted under Article VIII, the purchase price therefor, the date of
grant of any such Option and the termination provisions relating to such
Option, shall not be amended more than once every six (6) months, other than
to comply with changes in the Internal Revenue Code of 1986, as amended, or
any successor law, or the Employee Retirement Income Security Act of 1974, as
amended, or any successor law, or the rules and regulations thereunder.
ARTICLE XI - Adjustment Provisions
11.1 If the Company shall at any time change the number of issued Shares
without new consideration to the Company (such as by stock dividend, stock
split, recapitalization, reorganization, exchange of shares, liquidation,
combination or other change in corporate structure affecting the Shares) or
make a distribution of cash or property which has a substantial impact on the
value of issued Shares, the total number of Shares reserved for issuance under
the Plan shall be appropriately adjusted and the number of Shares covered by
each outstanding Option and the purchase price per Share under each outstanding
Option shall be adjusted so that the aggregate consideration payable to the
Company and the value of each such Option shall not be changed.
11.2 Notwithstanding any other provision of the Plan, and without
affecting the number of Shares reserved or available hereunder, the
Administrator shall authorize the issuance, continuation or assumption of
outstanding Options or provide for other equitable adjustments after changes
in the Shares resulting from any merger, consolidation, sale of assets,
acquisition of property or stock, recapitalization, reorganization or similar
occurrence in which the Company is the continuing or surviving corporation,
upon such terms and conditions as it may deem necessary to preserve their
rights under the Plan.
11.3 In the case of any sale of assets, merger, consolidation or
<PAGE>
combination of the Corporation with or into another corporation other than a
transaction in which the Company is the continuing or surviving corporation
and which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property, or any combination
thereof (an "Acquisition"), any Non-Employee Director who holds an outstanding
Option shall have the right (subject to the provisions of the Plan and any
limitation applicable to the Option) thereafter and during the term of the
Option, to receive upon exercise thereof the Acquisition Consideration (as
defined below) receivable upon the Acquisition by a holder of the number of
Shares which would have been obtained upon exercise of the Option or portion
thereof, as the case may be, immediately prior to the Acquisition. The term
"Acquisition Consideration" shall mean the kind and amount of shares of the
surviving or new corporation, cash, securities, evidence of indebtedness, other
property or any combination thereof receivable in respect of one Share of the
Company upon consummation of an Acquisition.
ARTICLE XII - Effective Date
The Plan shall be submitted to the shareholders of the Company for
adoption in accordance with the provisions of Section 505 of the Business
Corporation Law of the State of New York and, if adopted by a majority of all
outstanding shares entitled to vote thereon at the 1997 annual meeting of
stockholders, shall become effective as of the date of adoption by
shareholders of the Company.
ARTICLE XIII - Miscellaneous Provisions
13.1 Governing Law. The validity, construction and effect of the Plan
and any actions taken or relating to the Plan shall be determined in accordance
with the laws of the State of New York and applicable Federal law.
13.2 Successors and Assigns. The Plan shall be binding on all
successors and permitted assigns of a Non-Employee Director, including, without
limitation, the estate of such Non-Employee Director and the executor,
administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Non-Employee Director's creditors.
13.3 General Restriction. Each Option shall be subject to the
requirement that, if at any time the Administrator shall determine, in its
sole discretion, that the listing, registration or qualification of any
Option under the Plan upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body,
is necessary or desirable as a condition of, or in connection with, the
granting of such Options or the grant or settlement thereof, such Option may
not be exercised or settled in whole or in part unless such listing,
<PAGE>
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Administrator.
13.4 Future Rights. No Non-Employee Director shall have any claim or
rights to be granted an Option under the Plan, and no Non-Employee Director
shall have any rights by reason of the grant of any Options under the Plan to
continue as a Director for any period of time, or at any particular rate of
compensation.
13.5 Rights as a Shareholder. A Non-Employee Director shall have no
rights as a shareholder with respect to shares covered by Options granted
hereunder until the date of issuance of a stock certificate therefor, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such certificate is issued.
13.6 Fractions of Shares. The Company shall not be required to issue
fractions of shares. Whenever under the terms of the Plan a fractional share
would be required to be issued the Optionee shall be paid in cash for such
fractional share based upon Fair Market Value at the time of exercise of the
Option.
<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 the Melville Marriott Long Island, 1350 Old
Walt Whitman Road, Melville, New York 11747 on Wednesday, June 25, 1997 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 SHERMAN A. RINKEL, MOE WIND,
(except as indicated AUTHORITY STANLEY SIMON, MITCHELL TUCKMAN,
herein) to vote for EDMOND D. FRANCO, MICHAEL I.
all nominees STOLZAR, MICHAEL D. MAGIDSON
(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 General
Microwave Corporation 1997 Non-Employee
Director Stock Option Plan.
__
[ ] [ ] [ ]
[ ] [ ] [__]
Please sign exactly as your name or Dated:_________________ , 1997
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 Sec.240.14a-11(c) or
Sec.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] No fee required.
[ ] 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:
_____________________________________________
