SCHEDULE 14A/A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. 1)
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 Under 14a-12
KREISLER MANUFACTURING CORPORATION
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
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:
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KREISLER MANUFACTURING CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 28, 2000
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TO OUR STOCKHOLDERS:
The Annual Meeting of stockholders of KREISLER MANUFACTURING
CORPORATION (the "Company") will be held on Tuesday, November 28, 2000 at 1:30
P.M. (prevailing time), at the office of the Company, 5960 Central Avenue, Suite
H, St. Petersburg, Florida 33707 for the following purposes:
1. To elect directors, as described in the accompanying Proxy
Statement.
2. To transact such other business as may properly come before
the meeting or any postponement or adjournment thereof.
The Board of Directors has fixed October 19, 2000 as the record date
(the "Record Date") for the determination of stockholders entitled to vote at
the meeting. Only stockholders of record at the close of business on that date
will be entitled to notice of, and to vote at, the meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD. A SELF-ADDRESSED ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors.
/s/ Edward L. Stern
EDWARD L. STERN, Secretary
October 19, 2000
<PAGE>
KREISLER MANUFACTURING CORPORATION
5960 CENTRAL AVENUE, SUITE H
ST. PETERSBURG, FLORIDA 33707
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
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The accompanying proxy is solicited by and on behalf of Kreisler
Manufacturing Corporation (the "Company") for use at the Annual Meeting of
stockholders to be held on Tuesday, November 28, 2000 at 1:30 p.m. (prevailing
time) at the offices of the Company, 5960 Central Avenue, Suite H, St.
Petersburg, Florida 33707, and at any postponement or adjournment thereof. The
approximate date on which this Proxy Statement and the accompanying form of
proxy will first be sent or given to stockholders is October 27, 2000.
The expense of the proxy solicitation will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited in person or by
telephone, telegraph, facsimile transmission or teletype by directors, officers
or employees of the Company without additional compensation. The Company is
required to pay the reasonable expenses incurred by record holders of the
Company's Common Stock who are brokers, dealers, banks or voting trustees, or
their nominees, for mailing proxy material and annual stockholder reports to any
beneficial owners of the Company's Common Stock they hold of record, upon
request of such record holders.
A form of proxy is enclosed. If properly executed and received in time
for voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions therein. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of
Company Common Stock for the election of all nominees for directorships, as
described herein. Sending in a signed proxy will not affect the stockholder's
right to attend the Annual Meeting and vote in person since the proxy is
revocable. Any stockholder giving a proxy has the power to revoke it by, among
other methods, giving written notice to the Secretary of the Company at any time
before the proxy is voted.
The Company is not presently aware of any matters (other than
procedural matters) which will be brought before the Annual Meeting which are
not reflected in the attached Notice of Meeting. The enclosed proxy confers
discretionary authority to vote with respect to any and all of the following
matters that may come before the Annual Meeting: (i) approval of the minutes of
a prior meeting of stockholders, if such approval does not amount to
ratification of the action taken at the meeting; (ii) the election of any person
to any office for which a bona fide nominee named in this Proxy Statement is
unable to serve or for good cause will not serve; (iii) any proposal omitted
from this
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Proxy Statement and the form of proxy pursuant to Rules 14a-8 or 14a-9 under the
Securities Exchange Act of 1934; and (iv) matters incident to the conduct of the
Annual Meeting. In connection with such matters, the persons named in the
enclosed Proxy will vote in accordance with their best judgment.
The Company had 1,955,379 shares of Common Stock outstanding at the
close of business on October 19, 2000, the record date for the determination of
stockholders entitled to receive notice of and to vote at the Annual Meeting.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock will constitute a quorum for transaction of
business at the Annual Meeting. All shares of the Company's Common Stock present
in person or represented by proxy and entitled to vote at the meeting, no matter
how they are voted or whether they abstain from voting, will be counted in
determining the presence of a quorum. Each share of Common Stock is entitled to
one vote on each matter which may be brought before the meeting. The election of
directors will be determined by a plurality vote and the nominees receiving the
most "for" votes will be elected. Approval of any other proposal will require
the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote. Votes withheld from
any director are counted for purposes of determining the presence or absence of
a quorum for the transaction of business, but they have no legal effect under
Delaware law. In a vote on any other matter to come before the meeting an
abstention or broker non-vote will have the same legal effect as an "against
vote."
PROPOSAL ONE
ELECTION OF DIRECTORS
The By-laws of the Company provide that the Board of Directors shall
consist of not less than three directors and subject to this limitation, the
number of directors may be fixed from time to time by action of the stockholders
or the directors. The Board of Directors by resolution has set the number of
directors at six.
The following table sets forth information concerning the Company's
nominees for election to the Board of Directors. If any of the nominees become
unable or for good cause will not serve, the persons named in the enclosed proxy
will vote in accordance with their best judgement. The Company expects all
nominees to be willing and able to serve. Directors of the Company serve until
the next Annual Meeting of stockholders and until their successors have been
elected and qualified.
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<TABLE>
<CAPTION>
Director of Age as of
Principal The Company October 19,
Name Occupation Since 2000
------------------- ---------------------------- ----------------- ------------------
<S> <C> <C> <C>
Edward L. Stern (1) Chairman of the Board and President 1968 70
of the Company
Robert S. Krupp (1)(2) Financial Consultant 1989 49
Harry Brill-Edwards (2) President, Gas Turbine Consulting 1994 58
Engineering Consultant
Wallace N. Kelly (2) 2000 61
Edward A. Stern Vice-President, Kreisler Industrial 1994 39
Corporation
Michael D. Stern Vice-President, Kreisler Industrial 1994 34
Corporation
</TABLE>
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(1) Member of Compensation Committee
(2) Member of Audit Committee
Except for Robert S. Krupp and Harry Brill-Edwards each of the nominees
is an executive officer of the Company or its wholly owned subsidiary, Kreisler
Industrial Corporation, and has had the same principal occupation or employment
for the past five years. Edward A. Stern and Michael D. Stern are the sons of
Edward L. Stern.
Mr. Edward L. Stern joined the Company in 1948, and has been a director
since 1968. In 1972, he became Chairman, President and Chief Executive Officer
and continues to hold these positions currently.
Mr. Krupp has been a financial consultant since 1988. From May 1987
until October 1988, Mr. Krupp was a Partner/Consultant with the Canaan Group,
Ltd., a venture capital consulting firm. From May 1985 until May 1987, Mr. Krupp
was a self-employed financial consultant and from December 1980 until May 1985,
Mr. Krupp was Vice President-Finance of Kinetics Technology International, Inc.,
an engineering firm.
Mr. Brill-Edwards is the President of Gas Turbine Consultants, a
technology, marketing and planning consulting company that he founded in 1993.
From 1966 to 1993 Harry Brill-Edwards worked for Chromalloy Gas Turbine
Corporation. He became President of the Chromalloy Research and Technology
Division in 1979. In 1987 he was promoted to Chief Operating Officer of
Chromalloy Gas Turbine Corporation with full responsibility for Chromalloy's
worldwide operations comprising 28 divisions.
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Mr. Wallace N. Kelly joined the Company in February 2000 and is
currently Chief Operating Officer and Executive Vice-President. Mr. Kelly has
been an engineering consultant since 1993. From 1988 to 1993 Wallace N. Kelly
worked for Chromalloy Gas Turbine Corporation. From 1961 to 1988 Mr. Kelly held
various engineering positions with Pratt and Whitney Division of United
Technology Corporation and General Electric Aircraft Engine group.
Edward A. Stern joined the Company in 1991, and is currently Vice
President of Administration, responsible for sales, purchasing, production
control and estimating. Prior to joining Kreisler, his experience included five
years with American Airlines in the Corporate Finance area.
Michael D. Stern joined the Company in 1990, and is currently Vice
President of Operations, responsible for sales, manufacturing, engineering
quality and estimating. Prior to joining Kreisler, he was a marketing
representative for Aetna Life and Casualty and a member of their Connections
Executive Training program.
Board of Directors, Committees and Attendance at Meetings
The Board of Directors of the Company held four meetings and the audit
committee and the compensation committee each held one meeting during the
Company's fiscal year ended June 30, 2000. All directors attended all Board and
applicable committee meetings.
The Board has two standing committees. The Company does not have a
standing nominating committee.
-- The Compensation Committee reviews and makes recommendations to the
Board regarding the salaries, bonuses and other forms of compensation for
executive officers of the Company. The current members of the Compensation
Committee are Edward L. Stern and Robert S. Krupp.
-- The Audit Committee reviews the results and scope of the annual
audit of the Company's financial statements, proposes changes in the Company's
financial and accounting standards and principles and the Company's policies and
procedures with respect to its internal accounting and financial controls. The
Audit Committee also makes recommendations to the Board of Directors on the
engagement of the Company's independent accountants as well as other matters
which may come before the Committee or at the direction of the Board of
Directors. The current members of the Audit Committee are Robert S. Krupp, Harry
Brill-Edwards and Wallace N. Kelly.
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of October 19, 2000, certain information with
respect to the beneficial ownership of the Common Stock (i) by each person who
is known by the Company to be the beneficial owner of more than 5% of the Common
Stock, (ii) by each director of the Company, (iii) by each executive officer of
the Company named in the Summary Compensation Table and (iv) by all directors
and executive officers of the Company as a group. Except as otherwise indicated,
the beneficial owners of the Common Stock listed below have sole investment and
voting power with respect to such shares.
<TABLE>
<CAPTION>
Shares Beneficially Owned (1)
Name and Address Number Percent
--------------------------------------------------------- ------------------------ ----------------
<S> <C> <C>
Edward L. Stern 942,212 (2) 46.7%
5960 Central Avenue, Suite H
St. Petersburg, Florida 337307
Robert S. Krupp 15,800 (3) *
26 Mann Drive
Kentfield, CA 94904
Harry Brill-Edwards 7,998 (4) *
50 Chestnut Ridge Rd Suite 119A
Montvale, NJ 07645
Wallace N. Kelly 2,667 (3) *
1 Seabreeze Ave
Charleston, RI 02813
Edward A. Stern 64,512 (5) 3.3%
180 Van Riper Avenue
Elmwood Park, NJ 07407
Michael D. Stern 64,508 (5) 3.3%
180 Van Riper Avenue
Elmwood Park, NJ 07407
All directors and officers of the 1,097,697 (6) 53.0%
Company as a group (6 persons)
</TABLE>
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* Denotes less than 1%.
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and, accordingly, may
include securities owned by or for, among others, the wife and/or minor children
of the individual and any other relative who
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has the same home as such individual, as well as other securities as to which
the individual has sole voting or investment power or has the right to acquire
within 60 days after October 19, 2000. Beneficial ownership may be disclaimed as
to certain of the securities.
(2) This figure includes 683,268 shares held in a Trust for the benefit of
Edward L. Stern and 64,000 shares issuable upon the exercise of stock options.
This figure does not include 129,532 shares of Common Stock beneficially owned
by four children of Mr. Stern, as to which Mr. Stern disclaims beneficial
ownership.
(3) Includes 2,667 shares issuable upon the exercise of stock options.
(4) Includes 2,666 shares issuable upon the exercise of stock options.
(5) Includes 16,000 shares issuable upon the exercise of stock options.
(6) Includes 117,133 shares issuable upon the exercise of stock options.
EXECUTIVE COMPENSATION
Compensation of Directors
Each director of the Company who is not an officer receives a fee of
$10,000 per year. Directors who are employees of the Company do not receive
additional compensation for their services as directors of the Company.
Employment Contracts and Change of Control Agreements
The Company currently has no employment contracts with any of the
executive officers of the Company, and the Company has no compensatory plans or
arrangements with such executive officers where the amount to be paid exceeds
$100,000 and which are activated upon resignation, termination, or retirement of
any such executive officer upon a change of control of the Company.
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<PAGE>
Summary Compensation Table
The following table sets forth the compensation earned by the Company's
Chief Executive Officer and four other most highly compensated executive
officers of the Company (collectively, the "Named Executive Officers") for
services rendered in all capacities to the Company during the Company's fiscal
years ended June 30, 2000, 1999, and 1998:
<TABLE>
<CAPTION>
Annual Compensation
-------------------------
Name and Principal Position Fiscal All Other
Year Salary Bonus Compensation
---------------------------- --------- ---------- ----------- ---------------
<S> <C> <C> <C> <C>
Edward L. Stern 2000 160,000 20,000 13,850 (1)
President and 1999 160,000 53,000 13,850 (1)
Chief Executive Officer 1998 150,192 50,000 13,850 (1)
Edward A. Stern 2000 90,000 20,000 -
Vice President of 1999 85,000 53,000 -
Administration 1998 82,500 50,000 -
Michael D. Stern 2000 90,000 20,000 -
Vice President of 1999 85,000 53,000 -
Operations 1998 82,500 50,000 -
</TABLE>
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(1) Represents premium paid for split-dollar life insurance.
Option Grants in the Last Fiscal Year
No stock options were granted during fiscal 2000 to the Named Executive
Officers.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth certain information concerning the
exercise of stock options during fiscal 2000 and the number and value of
unexercised options held at the end of fiscal 2000 by the Named Executive
Officers.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Year-End Fiscal Year-End(1)
----------------------------- -------------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Edward L. Stern - - 42,667 21,333 $ 121,174 $ 60,586
Edward A. Stern - - 10,667 5,333 $ 30,294 $ 15,146
Michael D. Stern - - 10,667 5,333 $ 30,294 $ 15,146
</TABLE>
(1) The last reported sales price of the Common Stock as reported through the
Nasdaq Stock Market on June 30, 2000 was $4.09.
Certain Relationships and Related Transactions
Robert S. Krupp, a director of the Company, is the Managing Director
and more than 10% owner of Oasis Ventures, LLC, a financial advisory firm
("Oasis"). Oasis has been retained by the Company to provide it with financial
advisory services. The Company's agreement with Oasis requires that Mr. Krupp
perform most of the services required to be performed by Oasis. During the
Company's fiscal year ended June 30, 2000 and June 30, 1999, the Company
recorded expenses with respect to Oasis of
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$599,000 and $221,000, respectively.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent Stockholders are required by regulation
of the Securities and Exchange Commission to furnish the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during fiscal 2000, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than ten-percent
beneficial owners were complied with during fiscal 2000.
STOCKHOLDER PROPOSALS
Stockholder proposals for the 2001 Annual Meeting of Stockholders must
be submitted to the Company by June 24, 2001 to receive consideration for
inclusion in the Company's Proxy Statement. Any such proposal must also comply
with the proxy rules under the Securities Exchange Act of 1934, including Rule
14a-8. Any proposal submitted outside of the Rule 14a-8 process for
consideration at the Company's 2001 Annual Meeting of Stockholders will be
considered untimely unless it is submitted to the Secretary of the Company no
later than September 7, 2001.
APPOINTMENT OF AUDITORS
The Board of Directors has appointed Gregory, Sharer & Stuart,
independent accountants, to serve as the Company's independent auditors for the
year ending June 30, 2001. A representative of Gregory, Sharer & Stuart is
expected to be present at the Annual Meeting and to be available to respond to
appropriate questions. The representative will have the opportunity to make a
statement if he or she so desires.
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ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K
This Proxy Statement is accompanied by the Company's 2000 Annual Report
to Stockholders.
By Order of the Board of Directors
/s/ Edward L. Stern
Edward L. Stern
Secretary
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<PAGE>
APPENDIX A
KREISLER MANUFACTURING CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 28, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Edward L. Stern, as
attorney-in-fact and proxy of the undersigned, with full power of substitution,
for and in the name, place and stead of the undersigned to appear at the annual
meeting of Stockholders of Kreisler Manufacturing Corporation (the "Company") to
be held on the 28th day of November, 2000 and at any postponement or adjournment
thereof, and to vote all of the shares of Common Stock of the Company which the
undersigned is entitled to vote, with all the powers and authority the
undersigned would possess if personally present. The undersigned hereby directs
that this proxy be voted as follows:
(1) ELECTION OF DIRECTORS
|_| FOR the nominees listed below |_| WITHHOLDING AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed below
Nominees: Edward L. Stern Wallace N. Kelly
Robert S. Krupp Michael D. Stern
Harry Brill-Edwards Edward A. Stern
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below).
(2) To transact such other business as may properly come before this meeting
or any postponement or adjournment thereof.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO
DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE PERSONS
NAMED HEREIN INTEND TO VOTE FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS
LISTED.
THIS PROXY CONFERS CERTAIN DISCRETIONARY AUTHORITY DESCRIBED IN THE
PROXY STATEMENT. THE ATTORNEY AND PROXY NAMED HEREIN MAY EXERCISE ALL OF THE
POWERS HEREUNDER.
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement relating to the 2000 Annual Meeting of Stockholders and the Company's
Annual Report to Stockholders for 2000.
Dated: , 2000
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(Please date)
(SEAL)
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(Stockholders Signature)
Please Date, Sign and Mail in the Enclosed Reply Envelope
