<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ISOMET CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ISOMET CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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:*
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(4) Proposed maximum aggregate value of transaction:
- ----------
* Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
ISOMET CORPORATION
5263 Port Royal Road
Springfield, VA 22151
Notice of
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
May 23, 1996
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders of Isomet
Corporation, a New Jersey Corporation (the "Corporation") will be held at the
principal office of the Corporation, 5263 Port Royal Road, Springfield,
Virginia, on Thursday, May 23, 1996, at 10:30 a.m., Eastern Standard Time, for
the following purposes:
1. To elect five directors of the Corporation to serve for the term of one
year and until their respective successors have been elected and qualified;
and
2. To transact such other business as may be properly brought before the
meeting or any adjournment or adjournments thereof.
Only holders of record shares of Common Stock of the Corporation at the close
of business on April 15, 1996 will be entitled to notice of and to vote at the
meeting or any adjournment thereof.
All stockholders of the Corporation are invited to attend the annual meeting.
Whether or not you plan to attend the Annual Meeting of Stockholders in person,
it is important that your shares be represented and voted. After reading the
enclosed Notice of Annual Meeting and Proxy Statement, please complete, sign,
date and return the enclosed Proxy in the envelope to which no postage need be
affixed if mailed in the United States. Any stockholder who chooses to attend
and vote in person has the power to revoke his proxy at any time before it is
used by giving written notice of such revocation to the Secretary of the
meeting.
By Order of The Board of Directors
Lee R. Marks
Secretary
April 26, 1996
Springfield, Virginia
<PAGE>
ISOMET CORPORATION
5263 Port Royal Road
Springfield, Virginia 22151
PROXY STATEMENT
The enclosed Proxy is being solicited by the Board of Directors of Isomet
Corporation (the "Corporation") in connection with Annual Meeting of
Stockholders of the Corporation to be held at the main office of the
Corporation, on Thursday, May 23, 1996, at 10:30 a.m., Eastern Standard Time,
and at any adjournment or adjournments thereof. Only record holders of shares
of Common Stock, $1.00 par value ("Common Stock") of the Corporation at the
close of business on April 15, 1996 will be entitled to notice of any to vote at
the Annual Meeting or any adjournments of such meeting. On that date there were
1,905,590 shares of Common Stock outstanding and entitled to vote at the
meeting.
Any stockholder who executes and returns the enclosed form of proxy may revoke
it at any time before it is voted by giving written notice to the Secretary of
the Corporation or by voting in person at the meeting. Unless so revoked, the
shares represented by the proxy will be voted in accordance with the
instructions specified therein at the Annual Meeting, if the proxy is properly
executed and is received in time for voting. If no instructions are specified,
the shares represented by the Proxy will be voted FOR all of the matters
described herein.
All expenses attributable to this solicitation will be borne by the
Corporation. Further solicitation of Proxies may be made by telephone or in
person by officers, directors and regular employees of the Corporation.
The Corporation's Annual Report for the fiscal year ended December 31, 1995,
is transmitted herewith. None of the statements or information in said Annual
Report is intended or shall be construed to be part of the proxy soliciting
material of the Corporation.
The approximate mailing date of this Proxy Statement and accompanying form of
Proxy is April 26, 1996.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
Stockholders are entitled to one vote for each share of Common Stock.
However, in the election of directors, a stockholder has the right to cumulate
his shares by giving one candidate as many votes as shall equal the number of
directors to be elected, multiplied by the total number of shares, or to
distribute them, on the same principle, among any number of candidates as the
stockholder wishes. There are no prerequisites to the exercise of these
cumulative voting rights. Persons named as proxies intend to cast votes equally
among the five nominees for directors, but they reserve the right to cumulate
and cast votes for less than all nominees or to distribute the votes among
nominees at their discretion.
The following table sets forth as of February 29, 1996 the number of shares
and percentage of outstanding Common Stock owned by (i) each person known to the
Corporation to be the beneficial owner of more than 5% of the Corporation's
outstanding Common Stock, (ii) each director and director nominee who owns
Common Stock, and (iii) all directors and officers of the Corporation as a
group. The address for the directors and officers is the same as the
Corporation's address unless otherwise indicated.
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
------------
NAME OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP/1/ OF CLASS/2/
- ---------------- ------------------------ ---------
<S> <C> <C>
Leon Bademian 16,050/3/ .84
Officer, Director
and Nominee
Jerry W. Rayburn 15,000/4/ .78
Officer, Director
and Nominee
Lee R. Marks 2,333 .12
Officer, Director
and Nominee
Thomas P. Meloy 131,103 6.88
Director and Nominee
413 Jefferson Street
Morgantown, WV 26505
Henry Zenzie 538,088/5/ 28.24
Officer, Director
and Nominee
All directors and officers
as a group (8 persons) 719,174 36.95
</TABLE>
/1/ Unless otherwise indicated, each person has sole voting and investment power
with respect to the shares beneficially owned.
/2/ Calculated on the basis of 1,905,590 shares of Common Stock outstanding at
April 15, 1996, plus, in the case of the individual option holder,
additional shares of Common Stock deemed to be outstanding because such
shares may be acquired within 60 days of that date through the exercise of
outstanding options.
/3/ Includes 15,000 shares that Mr. Bademian has an option to acquire within 60
days of April 15, 1996.
/4/ Includes 15,000 shares that Mr. Rayburn has an option to acquire within 60
days of April 15, 1996.
/5/ Includes 93,060 shares as to which Mr. Zenzie, as Nominee under certain
Nominee and Option Agreements dated as of March 9, 1993, shares investment
power for a maximum term of ten (10) years, but holds no voting powers
hereto. Pursuant to these agreements, Mr. Zenzie also has an option to
immediately acquire 18,612 of such shares.
<PAGE>
ELECTION OF DIRECTORS
At the annual meeting of stockholders five (5) directors are to be elected to
hold office until the next annual meeting or until their successors are elected
and qualified. Should the nominees be unable to serve or refuse to serve as
directors (an event that Management does not anticipate), proxies solicited
hereunder will be voted for substituted nominees.
The enclosed form of proxy provides a means for a stockholder to vote for one
or more of the proposed nominees, or to withhold authority to vote for all of
such proposed nominees. Each properly executed proxy received in time for the
meeting will be voted as specified therein. If a stockholder executes and
returns a proxy, but does not specify otherwise, the shares represented by such
stockholder's proxy will be voted FOR each of the proposed nominees listed
therein or should any one or more of such proposed nominees become unavailable,
for another nominee or other nominees to be selected by the Board of Directors.
THE CORPORATION'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE NOMINEES IDENTIFIED BELOW.
Identification of Directors and Nominees for Directors
The following table sets forth certain information regarding each director and
nominee.
<TABLE>
<CAPTION>
POSITION WITH DIRECTOR
NOMINEE AGE THE CORPORATION SINCE
- ------- --- --------------- -----
<S> <C> <C> <C>
Leon Bademian 64 Executive Vice President 1981
Operations and Director
Lee R. Marks 60 Secretary, Director 1987
Thomas P. Meloy 70 Director 1977
Jerry W. Rayburn 55 Executive Vice President 1977
Finance, Treasurer and
Director
Henry Zenzie 66 President, Director 1968
</TABLE>
Business Experience
The principal occupation of each director and nominee for the last five years
and directorships held by each such person is as follows:
Leon Bademian is Executive Vice President, Operations and Technical Director
of the Corporation.
Lee R. Marks is a member of the law firm of Ginsburg, Feldman and Bress,
Chartered. He is also Secretary of the Corporation.
Thomas P. Meloy, Ph.D. is Benedum Professor, West Virginia University.
Jerry W. Rayburn is Executive Vice President, Finance and Treasurer of the
Corporation.
Henry Zenzie is President of the Corporation. He is also a private investor
in Henry Zenzie & Company, Princeton, New Jersey. Prior to joining the
Corporation as President in 1981, Mr. Zenzie was Senior Vice President of
Prescott, Ball and Turben, New York, New York from 1978.
<PAGE>
Family Relationships
There are no family relationships between any director, executive officer or
director nominee.
Certain Relationships and Related Transactions
The law firm of Ginsburg, Feldman and Bress, Chartered, of which Lee R. Marks,
a Director and Nominee Director of the Corporation, is a member, received fees
in fiscal 1995 for legal services rendered to the Corporation. It is
anticipated that Ginsburg, Feldman and Bress will continue to provide legal
services to the Corporation, to be billed at the law firm's usual hourly rates,
in 1996.
Meetings and Committees of the Board of Directors
The Board of Directors held two meetings in the fiscal year ended December 31,
1995. These meetings were attended by all of the Directors.
The Board of Directors has no standing audit, nominating, compensation or
similar committee.
<PAGE>
EXECUTIVE COMPENSATION
(a) The following information is furnished with respect to the President of the
Corporation and the other five executive officers of the Corporation. The
executive officers of the Corporation are the highest paid employees of the
Corporation for the fiscal year ended December 31, 1995.
(b) Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name Annual Restricted Securities All
and Compen- Stock Underlying LTIP Other
Principal Salary Bonus sation Award(s) Options/ Payouts Comp.
Position Year ($) ($)(1) ($) SARs (#) ($) ($) ($)
- ------------- ---- ------- ------- ------- ---------- --------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Henry Zenzie 1995 76,588 -0- -0- -0- -0- -0- -0-
President 1994 76,588 -0- -0- -0- -0- -0- -0-
1993 78,177 -0- -0- -0- -0- -0- -0-
Jerry Rayburn 1995 124,048 2,481 -0- -0- -0- -0- -0-
Executive Vice 1994 124,048 2,481 -0- -0- -0- -0- -0-
President of 1993 132,264 2,645 -0- -0- 15,000 -0- -0-
Finance and
Treasurer
Leon Bademian 1995 124,048 2,481 -0- -0- -0- -0- -0-
Executive Vice 1994 124,048 2,481 -0- -0- -0- -0- -0-
President of 1993 132,264 2,645 -0- -0- 15,000 -0- -0-
Operations
Robert Bonner 1995 73,853 1,477 -0- -0- -0- -0- -0-
Vice President 1994 73,853 1,477 -0- -0- -0- -0- -0-
1993 76,934 1,539 -0- -0- 3,500 -0- -0-
Frank Hamby 1995 73,853 739 -0- -0- -0- -0- -0-
Vice President 1994 73,853 730 -0- -0- -0- -0- -0-
1993 76,934 1,539 -0- -0- 3,500 -0- -0-
Delmar Rader 1995 73,853 1,477 -0- -0- -0- -0- -0-
Vice President 1994 73,853 1,477 -0- -0- -0- -0- -0-
1993 76,934 1,539 -0- -0- 3,500 -0- -0-
</TABLE>
(1) This amount represents Corporation's annual contributions to 401(k) plan.
(c) Option/SAR Grants in Last Fiscal Year Table
There were no option/SAR grants in the last fiscal year.
<PAGE>
(d) Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/SAR Value Table
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SAR's Options/SARs
at FY-End (#) at FY-End($)(1)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
(#) ($)
- ----------------- --------------- -------- ---------------- -------------
Henry Zenzie -0- -0- ---/30,000(2) ---/18,900
Jerry W. Rayburn -0- -0- 15,000/30,000(2) 12,900/18,900
Leon Bademian -0- -0- 15,000/30,000(2) 12,900/18,900
Robert Bonner -0- -0- 3,500/--- 3,010/---
Frank Hamby -0- -0- 3,500/--- 3,010/---
Delmar R. Rader -0- -0- 3,500/--- 3,010/---
</TABLE>
(1) Closing price on December 31, 1995 was above the exercise price for both
exercisable and unexercisable option shares.
(2) 30,000 of these option shares may be exercised in whole or in part at any
time only (i) following the death of the director, or (ii) if the director
ceases for any reason to be a member of the Corporation's Board of
Directors, or (iii) if the Corporation's Board of Directors for good cause
permits such exercise; or (iv) there is a change of ownership or effective
control in the Corporation within the meaning of Section 280G of the
United States Internal Revenue Code.
<PAGE>
(e) Long-Term Incentive Plans - Awards in Last Fiscal Year
None. The Corporation does not maintain any long-term incentive plan.
(f) Defined Benefit or Actuarial Plan Disclosure - Pension Plan Table
Not applicable.
(g) Compensation of Directors
Standard Arrangements: The Corporation does not pay director's fees.
Other Arrangements: On January 11, 1993, the Board of Directors approved
the grant of incentive stock options under the 1992 Isomet Corporation
Incentive Stock Option Plan to certain employees of the Corporation. The
officers receiving such options under this grant were as follows: (i) Leon
Bademian, 15,000 option shares; (ii) Jerry W. Rayburn, 15,000 option
shares; (iii) Frank Hamby, 3,500 option shares; (iv) Robert Bonner, 3,500
option shares; and (v) Delmar R. Rader, 3,500 option shares. The option
exercise price for these qualified shares is $1.52 per share (the fair
market value of the shares on the date of grant). The options expire on
January 12, 2003 and are exercisable according to the following formula:
33 1/3% of the shares may be exercised on January 12, 1994 66 2/3% of the
shares may be exercised on January 12, 1995; and 100% of the shares may be
exercised on January 12, 1996.
(h) Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
Employment Contracts: None. The Corporation has no employment contracts.
Termination of Employment Arrangement: Effective as of June 1, 1994, the
Corporation entered into severance agreements, identical in their terms and
conditions, with two of its executive vice presidents, Leon Bademian and
Jerry W. Rayburn. The terms of each severance agreement provide that in the
event the Corporation terminates the executive's employment with the
Corporation for any reason, the executive shall be entitled to receive
severance pay equal to twelve months' compensation based upon his then
annual base salary only (i.e., exclusive of any bonus or other
compensation), but in no event shall the severance pay be less than the
total amount of $123,573, his annual base salary in effect as of the
effective date of the severance agreement(s). Based upon the foregoing, the
executive will not be entitled to severance in the event he voluntarily
terminates his employment with the Corporation (which by way of
illustration, but not limitation, includes death, disability, retirement or
resignation). The severance agreements provide that the severance pay shall
be paid in twelve equal monthly installments commencing one month after the
Corporation terminates the executive's employment with the Corporation,
provided, however, that the Corporation can within it's sole discretion
prepay all or any part of such severance pay. The severance agreements also
contain covenants restricting each executive from engaging in competing
businesses or certain conduct with the Corporation's vendors; requiring the
executive to return all Corporation owned materials and equipment;
prohibiting the disclosure of confidential information of the Corporation;
and requiring the executive to assist the Corporation in acquiring
intellectual prooperty rights in any invention the executive may have made
or conceived while employed by the Corporation. The severance agreements
also provide for injunctive relief as well as other remedies for breach.
<PAGE>
Change-in-Control Arrangements: On June 2, 1988, the Corporation's Board of
Directors approved the grant of non-qualified stock options to purchase
common stock to certain officers and directors of the Corporation as
ofllows: (i) Henry Zenzie, 30,000 option shares; (ii) Leon Bademian, 30,000
option shares; (iii) Jerry W. Rayburn, 30,000 option shares; and (iv) Lee
Marks, 7,500 option shares. The exercise price for all options granted was
$1.75 per share. These non-qualified stock option shares terminate ten
years from the date of grant and may be exercised in whole or in part at
any time only (i) following the death of the director, or (ii) if the
director ceases for any reason to be a member of the Corporation's Board of
Directors, or (iii) if the Corporation's Board of Directors for good cause
permits such exercise, or (iv) there is a change of ownership or effective
control in the Corporation within the meaning of Section 280G of the United
States Internal Revenue Code.
(i) Report on Repricing of Options/SARs
None. The Corporation did not adjust or amend the exercise price of stock
options or SARs previously awarded to any of the named executive officers
during the last fiscal year.
(j) Additional Information with Respect to Compensation Committee Interlocks
and Insider Participation in Compensation Decisions
In 1995, four of the Corporation's directors participated in deliberations
and decisions regarding executive officer compensation. They were Mr.
Zenzie, Mr. Bademian, Mr. Rayburn and Mr. Marks.
(k) Board Compensation Committee Report on Executive Compensation
Not applicable.
(l) Performance Graph
Not applicable.
<PAGE>
INDEPENDENT ACCOUNTS
The Board of Directors has responsibility for selecting its independent
auditors and engaged the firm of Pannell Kerr Forster, Certified Public
Accountants, for the current calendar year. The Corporation has requested that
a representative of Pannell Kerr Forster be present at the Annual Meeting of
Stockholders with the opportunity to make a statement, if he desires to do so
and is expected to be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any stockholders wishing to submit a proposal for action at the 1997 Annual
Meeting of Stockholders, pursuant to and in accordance with the requirement of
Securities and Exchange Commission Regulation 240.14a-8, must present the
proposal in writing to the Corporation no later than January 3, 1997.
OTHER MATTERS
At the date of this Proxy Statement the Corporation does not know of any
business to be presented for consideration at the Annual Meeting other than
stated in the Notice of such meeting. It is intended, however, that the persons
authorized under management proxies may, in the absence of instruction to the
contrary, vote or act in accordance with their best judgement with respect ot
any other proposal presented for action at such meeting.
REPORTS TO STOCKHOLDERS
A copy of the Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 1995, including the financial statements and financial statement
schedules, as filed with the Securities and Exchange Commission, may be obtained
without charge by sending a written request therefor to Jerry W. Rayburn,
Executive Vice President, Finance, Isomet Corporation, 5263 Port Royal Road,
Springfield, Virginia 22151.
BY ORDER OF THE BOARD OF DIRECTORS
Lee R. Marks
Secretary
April 26, 1996
Springfield, Virginia
<PAGE>
PROXY
ISOMET CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lee R. Marks and Jerry W. Rayburn as Proxies,
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote as designated hereon all the shares of common stock of
Isomet Corporation held on record by the undersigned on April 15, 1996, at the
annual meeting of shareholders to be held on Thursday, May 23, 1996, or any
adjournment thereof.
(Continued on reverse side)
FOLD AND DETACH HERE
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE Please mark
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. your vote as [X]
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR indicated in
PROPOSAL 1. this example.
1 ELECTION OF DIRECTORS Leon Bademian, Lee R. Marks, Thomas P. Meloy,
Jerry W. Rayburn and Henry Zenzie
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for
listed to the AUTHORITY any individual nominee, write that nominee's
right (except as to vote name on the line provided below.)
marked to the for all
contrary) nominees
listed to
the right
[_] [_] ----------------------------------------------
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.
2 In their discretion the
Proxies are authorized to ---------------------------------------------
vote upon such other
business as may properly ---------------------------------------------
come before the meeting. Signature
Dated: _________________________________ 1996
When shares are held by tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a corporation name,
by President or other authorized officer. If
a partnership, please sign in partnership
name by authorized person.
---------------------------------------------
Signature if held jointly
Dated: __________________________________ 1996
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
FOLD AND DETACH HERE
