<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 (S)240.14a-11(c) or (S)240.14a-12
ISOMET 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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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 29, 1997
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 29, 1997, 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, 1997 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 28, 1997
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 29, 1997, 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, 1997 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,
1996, 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 28, 1997.
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 28, 1997 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
Consuelo Nussbaum 161,000 8.45
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, 1997, 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, 1997.
(4)Includes 15,000 shares that Mr. Rayburn has an option to acquire within
60 days of April 15, 1997.
(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 65 Executive Vice President 1981
Operations and Director
Lee R. Marks 61 Secretary, Director 1987
Thomas P. Meloy 71 Director 1977
Jerry W. Rayburn 56 Executive Vice President 1977
Finance, Treasurer and
Director
Henry Zenzie 67 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 1996 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 1997.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held two meetings in the fiscal year ended
December 31, 1996. 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, 1996.
(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 (#) ($) ($) ($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Henry Zenzie 1996 76,551 -0- -0- -0- -0- -0- -0-
President 1995 76,588 -0- -0- -0- -0- -0- -0-
1994 76,588 -0- -0- -0- -0- -0- -0-
Jerry Rayburn 1996 123,573 2,471 -0- -0- -0- -0- -0-
Executive Vice 1995 124,048 2,481 -0- -0- -0- -0- -0-
President of 1994 124,048 2,481 -0- -0- -0- -0- -0-
Finance and
Treasurer
Leon Bademian 1996 123,573 2,471 -0- -0- -0- -0- -0-
Executive Vice 1995 124,048 2,481 -0- -0- -0- -0- -0-
President of 1994 124,048 2,481 -0- -0- -0- -0- -0-
Operations
Robert Bonner 1996 73,570 1,471 -0- -0- -0- -0- -0-
Vice President 1995 73,853 1,477 -0- -0- -0- -0- -0-
1994 73,853 1,477 -0- -0- -0- -0- -0-
Frank Hamby 1996 73,570 1,471 -0- -0- -0- -0- -0-
Vice President 1995 73,853 739 -0- -0- -0- -0- -0-
1994 73,853 730 -0- -0- -0- -0- -0-
Delmar Rader 1996 73,570 1,471 -0- -0- -0- -0- -0-
Vice President 1995 73,853 1,477 -0- -0- -0- -0- -0-
1994 73,853 1,477 -0- -0- -0- -0- -0-
</TABLE>
(1) This amount represents Corporation's annual contributions to 401(k)
plan.
(c) Option/SAR Grants in Last Fiscal Year Table
There were no option/SAR grants in the last fiscal year.
<PAGE>
(d) Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/SAR Value Table
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SAR's Options/SARs
at FY-End (#) at FY-End($)(1)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
(#) ($)
<S> <C> <C> <C> <C>
Henry Zenzie -0- -0- ---/30,000(2) ---/-0-
Jerry W. Rayburn -0- -0- 15,000/30,000(2) 2,550/-0-
Leon Bademian -0- -0- 15,000/30,000(2) 2,550/-0-
Robert Bonner -0- -0- 3,500/--- 595/---
Frank Hamby -0- -0- 3,500/--- 595/---
Delmar R. Rader -0- -0- 3,500/--- 595/---
</TABLE>
(1) Closing price on December 31, 1996 was above the exercise price
for exercisable option shares and below the exercise price for
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 property 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 follows: (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 1996, 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 Aronson, Fetridge & Weigle, Certified Public
Accountants, for the current calendar year. The Corporation has requested that
a representative of Aronson, Fetridge & Weigle 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 1998
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 9,
1998.
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, 1996, 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 28, 1997
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, 1997, at the
annual meeting of shareholders to be held on Thursday, May 29, 1997, or any
adjournment thereof.
(Continued on reverse side)
(CARET) FOLD AND DETACH HERE (CARET)
<PAGE>
Leon Bademian, Lee R. Marks,
Thomas P. Meloy, Jerry W. Rayburn
ELECTION OF DIRECTORS and Henry Zenzie
FOR all nominees WITHHOLD AUTHORITY (INSTRUCTION: To withhold authority
listed to the right to vote for all to vote for any individual nominee,
(except as marked nominees listed write that nominee's name on the line
to the contrary) to the right provided below.)
[_] [_] _____________________________________
PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON.
In their discretion, the Proxies are _____________________________________
authorized to vote upon such other
business as may properly come before _____________________________________
the meeting. Signature
Dated:________________________, 1997
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:________________________, 1997
PLEASE SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(CARET) FOLD AND DETACH HERE (CARET)
