SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
MICROPAC INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(1) 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 (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.
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[_] 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:
<PAGE>
MICROPAC INDUSTRIES, INC.
905 East Walnut Street
Garland, Texas 75040
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 2, 2000
TO THE STOCKHOLDERS OF MICROPAC INDUSTRIES, INC.
Notice is hereby given that the Annual Meeting of Stockholders of
Micropac Industries, Inc. (the "Company"), will be held on Thursday, March 2,
2000, at 11:00 a.m., Central Standard Time, in the Garland Performing Arts
Center, 300 N. Fifth St., Garland, Texas for the following purposes:
1. To elect four directors to serve until the next annual
meeting of stockholders or until their respective successors are
elected and qualified.
2. To transact such other business that may properly be
brought before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February 1,
2000 as the record date for the meeting. Only stockholders of record at that
time are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
The enclosed proxy is solicited by the Board of Directors of the
Company. Further information regarding the matters to be acted upon at the
Annual Meeting are contained in the attached Proxy Statement.
MANAGEMENT HOPES THAT YOU WILL ATTEND THE MEETING IN PERSON. IN ANY
EVENT, PLEASE SIGN, DATE, AND RETURN THE ENCLOSED PROXY TO ASSURE THAT YOU ARE
REPRESENTED AT THE MEETING. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR
STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN PROXIES.
By Order of the Board of Directors
JAMES K. MURPHEY, Secretary
DATED: February 1, 2000
<PAGE>
MICROPAC INDUSTRIES, INC.
905 EAST WALNUT STREET
GARLAND, TEXAS 75040
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
March 2, 2000
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Micropac Industries, Inc. (the
"Company") for use at the Company's Annual Meeting of Stockholders that will be
held on March 2, 2000, at the time and place and for the purposes set forth in
the foregoing notice. This Proxy Statement, the foregoing notice and the
enclosed proxy are first being sent to stockholders on or about February 1,
2000.
The Company's Annual Report to Stockholders for the fiscal year ended
November 30, 1999 is enclosed.
The Board of Directors does not intend to bring any matter before the
meeting except those specifically indicated in the foregoing notice and does not
know of anyone else who intends to do so. If any other matters properly come
before the meeting, however, the persons named in the enclosed proxy, or their
duly constituted substitutes acting at the meeting, will be authorized to vote,
or otherwise act thereon in accordance with their judgment on such matters. If
the enclosed proxy is executed and returned prior to voting at the meeting, the
shares represented thereby will be voted in accordance with the instructions
marked thereon. In the absence of instructions, the shares will be voted FOR the
election as directors of the Company of the four persons named in the section
captioned "Election of Directors".
Any proxy may be revoked at any time prior to its exercise by notifying
the Company's Secretary in writing, by delivering a duly executed proxy bearing
a later date, or by attending the meeting and voting in person.
Only holders of record of common stock at the close of business on
February 1, 2000 are entitled to notice of and to vote at the meeting. On that
date there were 3,627,151 shares of common stock outstanding, each of which is
entitled to one vote in person or by proxy on all matters properly brought
before the meeting. Cumulative voting of shares in the election of directors is
prohibited.
The presence, in person or by proxy, of the holders of a majority of
the outstanding common stock is necessary to constitute a quorum at the meeting.
In order to be elected a director, a nominee must receive a plurality of the
votes cast at the meeting for the election of directors. Other matters, if any,
to be voted on at the meeting require the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.
<PAGE>
MICROPAC INDUSTRIES, INC.
PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT
The following table shows the number and percentage of shares of the
Company's common stock beneficially owned (a) by each person known by the
Company to own 5% or more of the outstanding common stock, (b) by each director
and nominee, and (c) by all present officers and directors as a group.
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned of Class(1)
- ------------------- ------------------ -----------
Heinz-Werner Hempel (2)(3) 1,952,577 53.8%
Hanseatische Waren-Gesellschaft
MBH & Co., KG
Am Wall 127
28195 Bremen 1 Germany
Nicholas Nadolsky (3) 1,048,836 28.9%
1322 Briar Hollow
Garland, Texas 75043
H. Kent Hearn (3) 3,500 Less than .1%
1409 Briar Hollow
Garland, Texas 75043
James K. Murphey (3) -0- -
2290 One Galleria Tower
13355 Noel Road, L.B. 75
Dallas, Texas 75240
All officers and directors 3,010,913 83.0%
as a group (5 Persons)
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(1) Calculated on the basis of the 3,627,151 outstanding shares. There are no
options, warrants, or convertible securities outstanding.
(2) The Company and Mr. Heinz-Werner Hempel are parties to an Ancillary
Agreement entered into in March 1987. The Ancillary Agreement primarily
obligates the Company to register Mr. Hempel's stock and allows Mr. Hempel
to participate in any sale of stock by the Company.
(3) A director of the Company. Each incumbent director has been nominated for
reelection at the Annual Meeting.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors has determined that the Board should be limited
to four directors and four directors are to be elected at the Meeting to hold
office until the next Annual Meeting of Stockholders or until their respective
successors are elected and qualified. Proxies solicited hereby will be voted FOR
the election of the four nominees named below unless authority is withheld by
the stockholder. Messrs. Nadolsky, Hearn, Hempel and Murphey are currently
directors of the Company.
Position(s) With
Name Age the Company Director Since
- ---- --- --------------- --------------
Nicholas Nadolsky 66 Chairman of the Board March 1974
Chief Executive Officer
and a Director
H. Kent Hearn 64 Director February 1983
Heinz-Werner Hempel 71 Director February 1997
James K. Murphey 57 Director March 1990
Mr. Nadolsky has served as President and Chief Executive Officer of
the Company for more than twenty-six (26) years. Effective May 12, 1999, Ms.
Connie Wood was elected President of the Company and Mr. Nadolsky retained his
position as the Chief Executive Officer and Chairman of the Board.
Mr. Hearn is currently employed as a stockbroker by Milkie/Ferguson
Investments, Inc. Mr. Hearn was formerly employed by Harris Securities, Dallas,
Texas.
Mr. Hempel is the Chief Operating Officer of Hanseatrsche
Waren-Gesellschaft MBH & Co, KG, Bremen Germany.
Mr. Murphey is an attorney and member of the law firm of Secore &
Waller, L.L.P. in Dallas, Texas. Prior to 1998, Mr. Murphey was a member of the
law firm of Glast, Phillips & Murray, P.C. in Dallas, Texas.
The Board of Directors held four (4) meetings during the year ended
November, 1999. Directors receive a fee of $500.00 for each meeting. Mr.
Nadolsky received fees of $2,000 in 1999, which amount is included in the "Other
Compensations" column. All of the Directors other than Mr. Hempel personally
attended all of the meetings. Mr. Hempel attended two of the meetings.
The Board of Directors does not have standing audit, nominating, or
compensation committee or committees performing similar functions.
<PAGE>
<TABLE>
<CAPTION>
MANAGEMENT REMUNERATION AND TRANSACTIONS
Remuneration
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The following table shows as of November 30, 1999, all cash
compensation paid to, or accrued and vested for the account of Mr. Nicholas
Nadolsky, Chairman of the Board and Chief Executive Officer and Ms. Connie Wood,
President.
Annual Compensation
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Name and Annual Other All Other
Principal Position Year Salary Bonus Comp. Compensation
<S> <C> <C> <C> <C> <C>
Nicholas Nadolsky, 1999 $316,571.38 -0- $2,000 $729,086.12
Chairman of the Board 1998 $312,026.00 -0- $2,000 $14,134.00
and Chief Executive 1997 $305,936.00 -0- $2,000 $ 13,426.00
Officer (1)
Connie Wood, 1999 $125,192.27 -0- $ 10,768.82
President 1998 $113,653.00 -0- $ 9,261.64
1997 $109,000.00 -0- $ 11,021.00
</TABLE>
(1) Mr. Nadolsky has been employed as the Chairman of the Board and Chief
Executive Officer since May 1974 pursuant to employment agreements which
have been periodically amended and renewed. The present employment
agreement was renewed effective March 1, 1999 and provides that if the
Company elects to terminate the employment agreement prior to March 1,
2004, for reasons other than Mr. Nadolsky's inability or unwillingness to
perform his obligations, the Company is obligated to pay Mr. Nadolsky his
salary for eighteen (18) months after the date of termination.
Benefit Plans
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The Company maintains a Family Medical Reimbursement Plan for the
benefit of its executive officers and their dependents. The Plan is funded
through a group insurance policy issued by an independent carrier and provides
for reimbursement of 100% of all bona fide medical and dental expenses that are
not covered by other medical insurance plans. During the fiscal year ended
November 30, 1999, Mr. Nadolsky received reimbursements of $6,083.94 and Ms.
Wood received $3,257.28, which amounts are included in the "All Other
Compensation" columns shown in the preceding remuneration table.
<PAGE>
In July 1984, the Company adopted a Salary Reduction Plan pursuant to
Section 401(k) of the Internal Revenue Code. The Plan's benefits are available
to all Company employees who are at least 18 years of age and have completed at
least six months of service to the Company as of the beginning of a Plan year.
Plan participants may elect to defer up to 15% of their total compensation as
their contributions, subject to the maximum allowed by the Internal Revenue code
401(k), and the Company matches their contributions up to a maximum of 6% of
their total compensation. A participant's benefits vest to the extent of 20%
after three years of eligible service and become fully vested at the end of
seven years.
During the fiscal year ended November 30, 1999, the Company made
contributions to the Plan for Mr. Nadolsky in the amount of $10,000 and for Ms.
Wood in the amount of $7,511.54, which amounts are included in the "All Other
Compensation" column shown in the preceding remuneration table.
Mr. Nadolsky's employment agreements have provided that Mr. Nadolsky
may elect to carry over any unused vaction times to subsequent periods or elect
to be paid for such unused vaction time. In 1999 Mr. Nadolsky elected to be paid
for all prior unused vaction time and the amount of such payment is included in
the "All Other Compensation" column shown in the preceding remuneration table.
In addition, Mr. Nadolsky's employment agreements provided for the transfer of
certain insurance policies and such policies' cash surrender value to him. In
January 1999, these policies were transferred to Mr. Nadolsky and the value of
the cash surrender is included in the "All Other Compensation" column shown in
the preceding remuneration table.
Interest In Certain Transactions
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Since 1980, the Company has leased a 4,800 square-foot building from
Mr. Nadolsky which is used primarily for manufacturing. The lease originally
provided for a monthly rental of $1,900 (an amount based upon a January 1984,
independent appraisal of the building's value) and was to have expired on
January 1, 1987. Since 1987, the Company has extended the term of this lease
from time to time. The last renewal of the lease was on July 1, 1999 for a five
(5) year period at a monthly rental rate of $2,906.20. The rental paid to Mr.
Nadolsky pursuant to this lease was $35,399.85 for the fiscal year ended
November 30, 1999.
Effective June 26, 1989, Mr. Nadolsky and Mr. Heinz-Werner Hempel
entered into a shareholders agreement whereby they agreed that their shares of
the Company's common stock would be jointly voted. This agreement further
provided that if either Mr. Nadolsky or Mr. Hempel received an offer to purchase
his stock, neither party would sell such stock unless both agreed that such sale
was in the best interest of the Company; if they did not agree, neither of them
would sell such stock. Either party also had the right to give the other party
the option to terminate the agreement by offering to purchase the other's
shares. This agreement was for a period of ten years and terminated in 1999.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Company has served as independent accountants since
1975 and has been responsible for the Company's financial statements for the
fiscal year ended November 30, 1999.
Management anticipates that a representative from Arthur Andersen & Co.
will be present at the Annual Meeting to be given the opportunity to make a
statement if he desires to do so. It is also anticipated that such
representative will be available to respond to appropriate questions from
stockholders.
<PAGE>
COST OF SOLICITATION OF PROXIES
The Company will bear the costs of the solicitation of proxies for the
Meeting, including the cost of preparing, assembling and mailing proxy
materials, the handling and tabulation of proxies received and all charges to
brokerage houses and other institutions, nominees and fiduciaries in forwarding
such materials to beneficial owners. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone or telegraph
by directors, officers and regular employees of the Company.
STOCKHOLDERS PROPOSALS
Any stockholder proposing to have any appropriate matter brought before
the next Annual Meeting of Stockholders scheduled for February, 2001, must
submit such proposal in accordance with the proxy rules of the Securities and
Exchange Commission. Such proposal should be sent to Mr. Dave Hendon, P. 0. Box
469017, Garland, Texas 75046, no later than November 1, 2000.
<PAGE>
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MICROPAC INDUSTRIES, INC.
March 2, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS: That the undersigned stockholder of Micropac
Industries, Inc., a Delaware Corporation, hereby constitutes and appoints Dave
Hendon and Connie Wood, and each of them acting individually, the true and
lawful attorneys, agents and proxies of the undersigned, with full power of
substitution and revocation thereof, for and in the name, place and stead of the
undersigned, to vote upon and act with respect to all shares of stock of the
corporation standing in the name of the undersigned, or with respect to which
the undersigned is entitled to vote and act if personally present, at the annual
meeting of shareholders of said corporation to be held March 2, 2000 at the
place and time specified in Notice of Annual Meeting of Shareholders and Proxy
Statement dated February 1, 2000 and at any and all adjournments thereof, with
all of the powers the undersigned would possess if personally present at said
meeting.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS
FOR all nominees listed below (except as WITHHOLD AUTHORITY to vote for
all marked to contrary below) nominees listed below
--------
(Instruction: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below)
Nicholas Nadolsky H. Kent Hearn
Heinz-Werner Hempel James K. Murphey
2. Upon any other business that may properly come before the meeting.
(Continued on next page to be signed, dated and returned)
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MICROPAC INDUSTRIES, INC.
March 2, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS: That the undersigned stockholder of Micropac
Industries, Inc., a Delaware Corporation, hereby constitutes and appoints Dave
Hendon and Connie Wood, and each of them acting individually, the true and
lawful attorneys, agents and proxies of the undersigned, with full power of
substitution and revocation thereof, for and in the name, place and stead of the
undersigned, to vote upon and act with respect to all shares of stock of the
corporation standing in the name of the undersigned, or with respect to which
the undersigned is entitled to vote and act if personally present, at the annual
meeting of shareholders of said corporation to be held March 2, 2000 at the
place and time specified in Notice of Annual Meeting of Shareholders and Proxy
Statement dated February 1, 2000 and at any and all adjournments thereof, with
all of the powers the undersigned would possess if personally present at said
meeting.
1. ELECTION OF DIRECTORS
FOR all nominees listed below (except as WITHHOLD AUTHORITY to vote for
all marked to contrary below) nominees listed below
--------
(Instruction: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below)
Nicholas Nadolsky H. Kent Hearn
Heinz-Werner Hempel James K. Murphey
</TABLE>
2. Upon any other business that may properly come before the meeting.
(Continued on next page to be signed, dated and returned)
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS MADE ABOVE. IN THE ABSENCE OF INSTRUCTIONS, SUCH SHARES WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED ABOVE. THIS PROXY ALSO DELEGATES
DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER BUSINESS UPON WHICH
THE UNDERSIGNED IS ENTITLED TO VOTE AND THAT MAY PROPERLY COME BEFORE THIS
MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned hereby revokes all previous proxies for the meeting and hereby
acknowledges receipt of the notice of such meeting and the proxy statement
furnished therewith.
Dated __________________, 2000
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(Stockholder's Signature)
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(Stockholder's Signature)
NOTE: If shares are registered in more than one name, all owners should
sign. If signing in a representative or fiduciary capacity,
please give full title and attach evidence of authority.
Corporations please sign with full corporate name by duly
authorized officer and affix corporate seal.
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS MADE ABOVE. IN THE ABSENCE OF INSTRUCTIONS, SUCH SHARES WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED ABOVE. THIS PROXY ALSO DELEGATES
DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER BUSINESS UPON WHICH
THE UNDERSIGNED IS ENTITLED TO VOTE AND THAT MAY PROPERLY COME BEFORE THIS
MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned hereby revokes all previous proxies for the meeting and hereby
acknowledges receipt of the notice of such meeting and the proxy statement
furnished therewith.
Dated __________________, 2000
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(Stockholder's Signature)
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(Stockholder's Signature)
NOTE: If shares are registered in more than one name, all owners
should sign. If signing in a representative or fiduciary
capacity, please give full title and attach evidence of
authority. Corporations please sign with full corporate name by
duly authorized officer and affix corporate seal.
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
