--
GODDARD INDUSTRIES, INC.
705 Plantation Street
Worcester, Massachusetts 01605
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held March 8, 1996
To The Stockholders of
Goddard Industries, Inc.
Notice is hereby given that the Annual Meeting of
Stockholders of Goddard Industries, Inc., a Massachusetts
corporation, will be held on Friday, March 8, 1996 at 11:00 a.m.
at The Beechwood Inn, 363 Plantation Street, Worcester,
Massachusetts for the following purposes:
1. To elect one director to hold
office until the 1999 Annual Meeting of Stockholders and
until his successor is duly elected and qualified.
2. To consider and act upon any
matters incidental to the foregoing purpose and any
other matters which may properly come before the meeting
or any adjournments thereof.
Information regarding matters to be acted upon at the Annual
Meeting of Stockholders is contained in the proxy statement
attached to this notice.
Only stockholders of record at the close of business on
January 12, 1996 are entitled to notice of, or to vote at, such
meeting or any adjournments thereof.
By Order of the Board of Directors
Joel M. Reck, Clerk
Worcester, Massachusetts
January 29, 1996
You are cordially invited to attend this meeting in person,
but if you cannot do so, please complete, date, sign and return
the accompanying proxy at your earliest convenience. A reply
envelope is provided for this purpose, which needs no postage, if
mailed in the United States.
GODDARD INDUSTRIES, INC.
PROXY STATEMENT
For Annual Meeting of Stockholders
To be Held Friday, March 8 1996
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Goddard
Industries, Inc. (referred to hereinafter as the "Company") for
use at the Annual Meeting of Stockholders to be held at 11:00
a.m. on Friday, March 8, 1996 at The Beechwood Inn, 363
Plantation Street, Worcester, Massachusetts and at any
adjournment or adjournments thereof (the "Meeting").
Solicitation of proxies may be made in person or by mail,
telephone or telegram by directors, officers and regular
employees of the Company, for which no additional compensation
will be received. The Company may also request banking
institutions, brokerage firms, custodians, trustees, nominees
and fiduciaries to forward solicitation material to the
beneficial owners of Common Stock held of record by such persons
and the Company will reimburse the forwarding expense. All costs
of preparing, printing, assembling and mailing the form of proxy
and proxy statement will be borne by the Company. It is expected
that this proxy statement and the accompanying proxy will be
mailed to the stockholders on or about January 29, 1996. The
principal executive offices of the Company are located at 705
Plantation Street, Worcester, Massachusetts 01605.
Only stockholders of record at the close of business on
January 12, 1996 are entitled to notice of, and to vote at, the
Meeting. As of that date, there were outstanding and entitled to
vote 2,032,804 shares of Common Stock, $.01 par value (the
"Common Stock"), of the Company. Each share is entitled to one
vote on all matters to come before the Meeting. Provided a
quorum (consisting of a majority of the shares outstanding and
entitled to vote) is present in person or by proxy at the
meeting, a plurality of the votes cast for any nominee is
required for election of directors. Under Massachusetts law and
the Company's By-laws, all shares present or represented by
proxy, whether they vote or abstain, will be counted as present
for purposes of determining a quorum and for purposes of
determining the number of shares present and entitled to vote.
Accordingly, abstentions, including broker non-votes, will have
no effect on the outcome of the vote for the election of
directors.
The enclosed proxy, if executed and returned, will be voted
as directed on the proxy and, in the absence of such direction,
for the election of the nominee as director, and in accordance
with their best judgment by the proxies if any other matter shall
properly come before the Meeting. The proxy may be revoked at
any time prior to exercise by filing with the Clerk of the
Company a written revocation, by executing a proxy with a later
date, or by attending and voting at the Meeting. The Board of
Directors knows of no matters, other than election of directors,
to be presented for consideration at the Meeting.
The Annual Report to Stockholders of the Company for the
fiscal year ended September 30, 1995, including audited financial
statements, is being mailed to each of the stockholders of the
Company simultaneously with this proxy statement.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, one director (constituting 25% of the
present Board of Directors) is to be elected to serve until the
1999 annual meeting of stockholders and until his successor is
elected and qualified. The proxy cannot be voted for a greater
number of persons than one.
The Company's Restated Articles of Organization, as amended,
and By-laws and the Massachusetts Business Corporation Law
provide that the Board of Directors shall be composed of three
classes of directors, one class to be elected each year.
It is the intention of the persons named in the accompanying
form as proxies to vote for the election of Jacky Knopp, Jr. to
the class of directors indicated, and for the term set forth
therein. In the unanticipated event that the nominee is unable
to serve, the persons named as proxies will vote for such
substitute, if any, as the present Board of Directors may
designate or to reduce the number of directors. Directors are
elected by a plurality of the votes cast for election of
directors.
Information As To Officers, Directors and Beneficial Owners
The following table sets forth certain information, as of
November 30, 1995, with respect to the nominee, each of the
directors whose term extends beyond the Meeting, all officers and
directors as a group (5 persons) and each person owning five
percent or more of the Company's Common Stock. This table is
based on information furnished by such persons.
Number of Shares of
Common Stock Year Term
Name, Age and Principal Occupation Director
Since Beneficially
Owned (1) Percent
of Class Would Expire
and Class
Benjamin Dubin, 78 1965 20,750 (2) 1.0% 1998
President, Dubin Wool Stock Company, Inc. (wool waste)
Class 2
52 Kinnicutt Road, Worcester, MA
Dr. Jacky Knopp, Jr., 73 1972 72,000 (3) 3.5% 1996
President, Crosby Research Associates Class
3
(marketing and management consultants)
211 Delamere Road, Buffalo, New York;
Account Executive, Moors & Cabot, Inc.
(stock brokerage firm)
4575 Main Street, Amherst, New York;
Professor Emeritus of Canisius College,
Buffalo, New York
Saul I. Reck, 77 1959 321,955 (4) 15.3% 1997
President of the Company Class 1
Lyle E. Wimmergren, 64 1978 -- -- 1998
Professor Emeritus of Management Class 2
Worcester Polytechnic Institute
55 Liberty Hill Road, Henniker, NH
All executive officers and directors as a group -- 482,605
(5) 22.9% --
(5 persons)
Robert E. Humphreys -- 457,950 (6) 22.5% --
64 Alcott Street, Action, MA
Joseph A. Lalli -- 183,550 (7) 9.0% --
6 Middlemont Way, Stow, MA
(1) Unless otherwise noted, each
person identified possesses sole voting and investment
power.
(2) Includes 6,750 shares owned by
Mr. Dubin's wife, as to which he disclaims beneficial
interest.
(3) Includes 36,000 shares owned
Dr. Knopp's wife, as to which he disclaims beneficial
interest.
(4) Includes 5,250 shares held by
Mr. Reck's wife, as to which he disclaims beneficial
interest. Also includes an option to purchase 75,000
shares held by Mr. Reck.
(5) In addition to the matters
noted above in (2)-(4), includes 19,900 shares owned by
an officer jointly with his wife.
(6) Mr. Humphreys has reported to
the Company that a Schedule 13D, Amendment No. 5, was
filed with the Securities and Exchange Commission
indicating that as beneficial owner, he has sole power
to vote and dispose of 217,650 shares, and shared power
to vote and dispose of 225,300 shares by virtue of a
power of attorney over the investment accounts of seven
persons. Mr. Humphreys and certain other persons,
acting as a group, beneficially own an aggregate of
457,950 shares.
(7) Mr. Lalli has reported to the
Company that a Schedule 13D, Amendment No. 6, was filed
with the Securities and Exchange Commission indicating
that he has sole voting and dispositive power of 154,050
shares and shared voting and dispositive power with his
wife of 29,500 shares.
All of the directors have had the same principal occupation
for the last five years, except that the Amherst, New York office
of Moors & Cabot, Inc. at which Dr. Knopp is an account executive
was previously owned by other brokerage firms, and each of Dr.
Knopp and Mr. Wimmergren has become a professor emeritus at his
institution. Saul I. Reck is the brother-in-law of Benjamin
Dubin, a director of the Company, and is the father of Joel M.
Reck, Clerk of the Company.
The Board of Directors of the Company held three meetings
during the fiscal year ended September 30, 1995. Each present
director attended at least 75% of the meetings of the Board of
Directors and of all committees of which he was a member.
The Board of Directors has an Audit Committee and a
Compensation Committee, both composed of Dr. Knopp and Mr.
Wimmergren. The Audit Committee, which met twice during the last
fiscal year, is charged with recommending to the Board of
Directors retention of a firm of independent accountants and with
reviewing the Company's internal audit and accounting controls,
the report of the independent accountants and the financial
statements of the Company. The Compensation Committee, which met
twice during the last fiscal year, is responsible for
recommending salary and bonus levels of officers and key
employees. There is no Nominating Committee of the Board of
Directors. The Board of Directors as a whole will consider
nominees for director submitted to it in writing by any
shareholder.
Executive Compensation
The following table sets forth information concerning the
annual compensation for the chief executive officer (the only
executive officer of the Company whose annual salary and bonus
exceeded $100,000) for services in all capacities to the Company
during the last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Fiscal Year Salary Bonus (1) Compensation (2)
Principal Position Ended ($) ($) ($)
Saul I. Reck 9/30/95 $115,000 $55,000 $10,000
President & 10/1/94 115,000 0 10,000
Treasurer 10/2/93 110,000 30,000 10,000
(1) Under the terms of his Employment Agreement with
the Company described below, Mr. Reck is entitled to receive
a bonus equal to 10% of the amount by which Company pre-tax
profits exceed specified base amounts.
(2) Consists of cash payments to Mr. Reck to be used
for purchase of retirement benefits.
The following table shows information concerning the
exercise of stock options during fiscal 1995 and the fiscal
year-end value of unexercised options and stock appreciation
rights.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the Money
Options/SARs Options/SARs at
Shares Acquired 09/30/95 09/30/95
on Exercise Value Realized Exercisable Exercisable
Name (#) ($) (#) ($)
Saul I. Reck -- -- 75,000 $14,062
Under an Employment Agreement with Saul I. Reck entered
into in 1989, as amended in 1992 and again in 1994, Mr. Reck
has agreed to be employed by the Company as Chairman of the
Board and President on a full time basis. Mr. Reck received
a base salary of $115,000 in fiscal 1995, plus $10,000 to be
used to purchase a retirement benefit. In addition, Mr.
Reck received a bonus equal to 10% of the amount by which
the Company's pre-tax profits exceeded a base amount which
increases each year and was $200,000 in fiscal 1995. After
he retires, Mr. Reck will be entitled to receive an unfunded
annuity of $60,000 per year for his life and his surviving
spouse will be entitled to an annuity of $30,000 per year
for life, with both amounts payable under these annuities
subject to adjustment based upon cost of living increases
after October 1, 1993.
Compensation of Directors
Each director who is not also an officer or employee of
the Company receives a base fee of $2,000 per year. Each
director who is not also an officer or employee of the
Company and who lives in the greater Worcester area receives
$400 for each directors' meeting he attends. Each director
who is not also an officer or employee of the Company and
who lives outside the greater Worcester area receives $500
for each such meeting, plus travel expenses to and from
Worcester. No extra compensation is paid for attendance at
meetings of committees. All non-employee directors as a
group were paid $10,200 for services rendered during fiscal
year 1995.
The Board of Directors has a Severance Compensation
Plan for certain officers and all directors in the event
that there is a "change in control" of the Company not
approved by the Board of Directors resulting in the
termination of employment or reduction in the duties and
responsibilities of the President, Vice-Presidents and
Treasurer (as determined by the Board of Directors) and/or a
termination of service as director of the Company. The plan
provides that such President, Vice-Presidents and Treasurer
will continue to receive the compensation being paid to them
at the time of the termination or change in the nature of
employment, for a period of five years following such
termination or change, and the non-employee directors will
continue to receive directors' fees of $400 or $500 per
fiscal quarter, depending on whether or not the director
lives in the greater Worcester area, for such five year
period. At the current rate of compensation this would
entail an aggregate payment of $1,315,500 to the executive
officers as a group and a payment of $28,000 to the non-
employee directors as a group.
Based solely upon a review of forms furnished to the
Company under Securities and Exchange Commission rules and
annual director questionnaires, the Company is not aware
that any officer, director or 10% beneficial owner failed to
file on a timely basis any report required by Section 16(a)
under the Securities Exchange Act of 1934.
OTHER MATTERS
Relationship with Independent Public Accountants
The Audit Committee of the Board of Directors has
selected Greenberg, Rosenblatt, Kull & Bitsoli, P.C. as
independent auditors for the Company for the current fiscal
year. That firm and its predecessors have served in such
capacity since fiscal year 1982.
It is anticipated that a representative of Greenberg,
Rosenblatt, Kull & Bitsoli, P.C. will be present at the
meeting. The representative will be afforded the
opportunity to make a statement and is expected to be
available to respond to appropriate questions.
Other Matters To Be Acted Upon
The Board of Directors has no knowledge of any other
matters which may come before the Meeting and does not
itself intend to present any such matters. However, if any
other matters shall properly come before the Meeting, the
persons named as proxies will have discretionary authority
to vote the shares represented by the accompanying proxy in
accordance with their own judgment.
Shareholder Proposals
Shareholder proposals intended to be presented at the
1997 Annual Meeting must be received by the Company on or
before September 30, 1996, and should be addressed to Saul
I. Reck, President, Goddard Industries, Inc., 705 Plantation
Street, Worcester, Massachusetts 01605.
Annual Report And Form 10-KSB
Additional copies of the Annual Report to Stockholders
for the fiscal year ended September 30, 1995 and copies of
the Annual Report of the Company to the Securities and
Exchange Commission on Form 10-KSB for that fiscal year are
available to stockholders without charge upon written
request addressed to Lucy J. Rybacki at the Company at 705
Plantation Street, Worcester, Massachusetts 01605.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
THEREFORE, STOCKHOLDERS ARE URGED TO FILL IN, SIGN AND
RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED
ENVELOPE.
,: 439281O:\DOCSOPEN\PROGS\docs_b\searlejr\9#y901!.DOC
PROXY GODDARD INDUSTRIES,
INC. PROXY
The undersigned hereby appoints Ben Dubin and Saul J. Reck,
and each of them, with full power of substitution, attorneys and
proxies to represent the undersigned at the Annual Meeting of
Stockholders of Goddard Industries, Inc. to be held on Friday,
March 8, 1996, and at any adjournment or adjournments thereof,
with all power which the undersigned would possess if personally
present, and to vote all shares of stock which the undersigned
may be entitled to vote at said meeting upon the following
proposal more fully described in the notice of and proxy
statement for the meeting in accordance with the following
instructions and with discretionary authority upon such other
matters as may come before the meeting. All previous proxies are
hereby revoked.
1. Election of Directors.
To elect to serve as a director Jacky Knopp, Jr. until 1999.
/ / FOR /
/ WITHHOLD AUTHORITY on the nominee
________________________________________________________
____________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS. IT WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED AND IF NO DIRECTION IS INDICATED, IT WILL BE
VOTED FOR THE ELECTION OF THE NOMINEE.
(PLEASE FILL IN, DATE AND SIGN ON THE
REVERSE SIDE AND RETURN IN THE ENCLOSED ENVELOPE)
DATED:
_____________________, 1996
______________________________________________
Signature(s)
(Signatures should be the same as the name printed
hereon. Executors, administrators, trustees,
guardians, attorneys and officers of corporations
should add their titles when signing.)
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