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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ______)
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 240.14a-11(c) or
240.14a-12
GODDARD INDUSTRIES, INC.
_________________________________________________________________
___
(Name of Registrant as Specified in its Charter)
(Name of Person(s)Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
X 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 of 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:
____________________________________________________
GODDARD INDUSTRIES, INC.
705 Plantation Street
Worcester, Massachusetts 01605
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held March 7, 1997
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 7, 1997 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 Annual Meeting of Stockholders in 2000
and until his successor is duly elected and qualified.
2. To consider and act upon any
matters incidental to the foregoing purposes 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 13, 1997 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 31, 1997
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 7, 1997
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 7, 1997 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 February 13, 1997. 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 13, 1997 are entitled to notice of, and to vote at, the
Meeting. As of that date, there were outstanding and entitled to
vote 2,040,129 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 28, 1996, 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
2000 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 Saul I. Reck 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, 1996, with respect to the nominee, each of the
directors whose term extends beyond the Meeting, all officers and
directors as a group (6 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 Year
Stock Term
Name, Age and Principal Direct Beneficiall Percen Would
Occupation or y t Expire
Since Owned (1) of and
Class Class
Dr. Jacky Knopp, Jr., 74 1972 77,000 (2) 3.8% 1999
President, Crosby Research
Associates Class 3
(marketing and management
consultants)
211 Delamere Road,
Buffalo, NY;
Account Executive, Moors &
Cabot, Inc.
(stock brokerage firm)
4575 Main Street, Amherst,
NY;
Professor Emeritus of
Canisius College,
Buffalo, NY
Saul I. Reck, 78 1959 321,955 (3) 15.2% 1997
President of the Company
Class 1
Lyle E. Wimmergren, 65 1978 5,000 (4) * 1998
Professor Emeritus of Class
Management 2
Worcester Polytechnic
Institute
55 Liberty Hill Road,
Henniker, NH
Robert E. Humphreys, 54 1997 457,950 (5) 22.5% 1998
President of Antigen
Express, Inc., a company Class 2
focused on creating drugs
for auto-immune diseases,
August 1995-present;
Professor and Interim
Chair, Department of
Pharmacology, University
of Massachusetts Medical
School prior to August
1995
64 Alcott Street, Acton,
MA
All executive officers and -- 939,805 (6) 44.4% --
directors as a group
(6 persons)
Joseph A. Lalli -- 183,550 (7) 9.0% --
6 Middlemont Way, Stow, MA
*Less than one percent
(1) Unless otherwise noted, each
person identified possesses sole voting and investment
power.
(2) Includes 36,000 shares owned
Dr. Knopp's wife, as to which he disclaims beneficial
interest, and an option to acquire 5,000 shares held by
Dr. Knopp.
(3) 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.
(4) Consists of option to acquire
5,000 shares held by Mr. Wimmergren.
(5) Includes 217,650 shares as to
which Mr. Humphreys has sole voting and dispositive
power and 225,300 shares as to which Mr. Humphreys'
shares voting and dispositive power 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.
(6) In addition to the matters
noted above in (2)-(5), includes 19,900 shares owned by
an executive officer jointly with his wife and options
on 10,000 shares held by the officer.
(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 other than Mr. Humphreys 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 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 28, 1996. 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 $100,000) for services in all capacities to the Company
during the last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other
Annual
Name and Fiscal Year Salary Bonus (1) Compensatio
n (2)
Principal Ended ($) ($) ($)
Position
Saul I. 9/28/96 $115,000 $108,700 $10,000
Reck
9/30/95 115,000 55,000 10,000
President &
10/1/94 115,000 0 10,000
Treasurer
(1) Under the terms of his Employment Agreement with
the Company described below, Mr. Reck is entitled to receive
a bonus equal to 10% of the amount by which Company pre-tax
profits exceed specified base amounts.
(2) Consists of cash payments to Mr. Reck to be used
for purchase of retirement benefits.
The following table shows information concerning the
exercise of stock options during fiscal 1996 and the fiscal
year-end value of unexercised options and stock appreciation
rights.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Value of
Securities Unexercised
Underlying In-the Money
Unexercised
Options/SARs Options/SARs
at
Shares 9/28/96 9/28/96
Acquired
on Value Exercisable Exercisable
Exercise Realized
Name (#) ($) (#) ($)
Saul I. -- -- 75,000 $65,625
Reck
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 1996, plus $10,000 to be
used to purchase a retirement benefit. In addition, Mr.
Reck receives a bonus equal to 10% of the amount by which
the Company's pre-tax profits exceed a base amount which
increases each year. 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 $2,400 per year. Each
director who is not also an officer or employee of the
Company and who lives in the greater Worcester area receives
$500 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 $600
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 1996. During fiscal 1996, options to purchase 5,000
shares of Common Stock were granted to each of the Company's
non-employee directors, presently Messrs. Knopp and
Wimmergren.
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 $500 or $600 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 $1,668,500 to the executive
officers as a group and a payment of $25,500 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.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires the Company's executive officers and
directors, and persons who own more than 10% of the
Company's Common Stock, to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission. Executive officers, directors and
greater than 10% stockholders are required to furnish the
Company with copies of all Forms 3, 4 and 5 they file.
Based solely on the Company's review of the copies of
such forms it has received and written representations from
certain reporting persons that they were not required to
file Forms 5 for specified fiscal years, the Company
believes that all of its executive officers, directors and
greater than 10% stockholders complied with all Section
16(a) filing requirements applicable to them during the
Company's fiscal year ended September 28, 1996 except that
in January 1997 Messrs. Nelson, Wimmergren and Knopp filed
Form 4s reflecting the grant of options for the purchase of
shares of Common Stock to them on December 17, 1995.
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
Annual Meeting in 1998 must be received by the Company on or
before September 24, 1997 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 28, 1996 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.
PROXY GODDARD INDUSTRIES PROXY
The undersigned hereby appoints Mr. Lyle E. Wimmergren and
Mr. Jacky Knopp, 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 7, 1997 and at any adjournment or
adjournments thereof, with all power which the undersigned may be
entitled to vote at said meeting upon the following proposals
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.
I. Election of Directors
To elect to serve as director until the year 2000: Saul I.
Reck
FOR the nominee
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 NOMINEES.
(PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN IN
THE ENCLOSED ENVELOPE)
Dated:
___________________________, 1997
______________________________________
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.)
