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
[ ] 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
MILGRAY ELECTRONICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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:
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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MILGRAY ELECTRONICS, INC.
77 SCHMITT BOULEVARD
FARMINGDALE, NEW YORK 11735
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 19, 1995
NOTICE IS HEREBY GIVEN to the stockholders of Milgray Electronics, Inc., a
New York corporation, that the Annual Meeting of Stockholders will be held at
the offices of the Company, 77 Schmitt Boulevard, Farmingdale, New York at 11:00
A.M. on July 19, 1995, for the following purposes:
1. To elect a board of four directors to serve until the next Annual Meeting of
Stockholders, or until their respective successors are elected and qualify.
2. To transact such other and further business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on June 12, 1995 are
entitled to notice of and to vote at the meeting or any adjournment thereof. The
stock transfer books will not be closed.
By Order of the Board of Directors
HERSCHEL M. WEINBERG
Secretary
Farmingdale, New York
June 14, 1995
RETURN OF PROXIES
A PROXY AND BUSINESS REPLY ENVELOPE ARE ENCLOSED FOR YOUR USE IF YOU
DO NOT PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. WE URGE EACH
STOCKHOLDER WHO IS UNABLE TO ATTEND THE MEETING TO VOTE BY PROMPTLY
SIGNING AND RETURNING HIS OR HER PROXY, REGARDLESS OF THE NUMBER OF
SHARES HELD.
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MILGRAY ELECTRONICS, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
The enclosed proxy is solicited by the Board of Directors of Milgray
Electronics, Inc. (the "Company") for use at the Annual Meeting of Stockholders
on Wednesday, July 19, 1995 at 11:00 A.M. to be held at the offices of the
Company, 77 Schmitt Boulevard, Farmingdale, New York. Any stockholder giving a
proxy has the power to revoke it at any time before it is voted, either in
person at the annual meeting or by submitting a subsequently executed proxy or
by written notice communicated to the Secretary of the Company at its address
set forth above.
The mailing address of the Company's principal executive office is 77
Schmitt Boulevard, Farmingdale, New York 11735. The approximate date on which
the proxy statement and form of proxy are first being sent or given to
stockholders is June 14, 1995.
SOLICITATION OF PROXIES
The persons named as proxies are Herbert S. Davidson and Herschel M.
Weinberg, both of whom are presently directors of the Company.
The enclosed proxy is solicited by the Board of Directors of the Company and
the shares represented thereby will be voted if the proxy is received in proper
form and in time for use at the meeting. The cost of preparing, assembling and
mailing the proxy, this proxy statement and the other material enclosed will be
borne by the Company. In addition to the solicitation of proxies by use of the
mails, officers and employees of the Company may solicit proxies by telephone,
telegram or personal interview. The Company will request brokerage houses,
banking institutions, and other custodians, nominees and fiduciaries, as to
shares carried in their names or in the names of their nominees, to forward the
proxy material to their principals, and will reimburse them for their reasonable
expenses in forwarding the proxy material.
VOTING RIGHTS
The issued and outstanding securities of the Company on the record date
entitled to vote at the meeting consist of 3,386,588 shares of 25 cents par
value common stock. Each outstanding share is entitled to one vote which may be
cast in person or by proxy duly authorized in writing.
Only stockholders of record at the close of business on June 12, 1995 will
be entitled to vote at the meeting. The stock transfer books will not be closed.
Stockholders who do not expect to attend the meeting, but wish their stock to be
voted, are urged to complete, sign, date and return the enclosed proxy as
promptly as possible.
ELECTION OF DIRECTORS
Four directors of the Company are to be elected to serve until the next
annual meeting or until the election and qualification of their successors. All
of the management nominees for the Board of Directors, as set forth under
"Information Regarding Nominees, Directors and Executive Officers" are presently
members of the Board elected by the stockholders and have served continuously
since first elected. The persons named in the accompanying proxy intend to vote
(unless authority to vote for directors is withheld in such proxy) all duly
executed proxies unrevoked at the time of the exercise
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thereof for the election to the Board of all the nominees named below. If any
nominee is unable to serve (which management has no reason to expect), such
persons intend to vote for as many of said nominees as it is possible to elect
and, if they deem it advisable, for a substitute nominee.
INFORMATION REGARDING NOMINEES, DIRECTORS
AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND POSITION BUSINESS EXPERIENCE
WITH THE COMPANY AGE DURING THE PAST FIVE YEARS
- ---------------------------------- --- ---------------------------------------------------
<S> <C> <C>
Herbert S. Davidson(*)(1)......... 73 President and Chief Executive Officer of the
Director and President (since Company
1951)
Robert G. Davidoff(*)(1).......... 68 Vice President of Carl Marks & Co., Inc.,
Director (since 1961) investment bankers, New York, New York. Mr.
Davidoff is also presently a director of Hubco
Exploration, Inc., Audio/Video Affiliates, Inc.,
Consco Enterprises, Inc., Sidari Corp., Paging
Partners Corp. and Marisa Christina, Inc.
Herschel M. Weinberg(*)........... 67 Practicing Attorney in New York City, retained by
Director (since 1961) and the Company for legal services. Fees for legal
Secretary (since 1969) services paid by the Company to Mr. Weinberg in
respect of the 1994 fiscal year amounted to
$165,000.
Richard Hyman(*).................. 52 Executive Vice President and Vice President-
Director (since April 1987), Sales/Marketing of the Company
Executive Vice President (since
April 1987) and Vice President-
Sales/Marketing (since 1975)
John Tortorici.................... 55 Vice President-Finance and Treasurer of the Company
Vice President-Finance (since
1983) and Treasurer (since 1982)
</TABLE>
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(*) Nominee for election to Board of Directors.
(1) Robert G. Davidoff is the brother of Herbert S. Davidson.
The following information is furnished with respect to ownership of shares
of common stock of the Company as of May 1, 1995 by all directors and nominees,
by each executive officer named in the Summary Compensation Table and by all
directors and executive officers of the Company as a group. The persons named on
the following table have sole voting and investment power with respect to the
shares shown as beneficially owned by them unless otherwise indicated:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- --------------------------------------------------------------- ------------------ --------
<S> <C> <C>
Herbert S. Davidson............................................ 1,871,632(1) 56%
Richard Hyman.................................................. 40,000 1%
Robert G. Davidoff............................................. 115,740 3%
Herschel M. Weinberg........................................... None --
John Tortorici................................................. None --
Directors and Executive Officers as a Group.................... 2,027,372(1) 60%
</TABLE>
- ------------
(1) Includes 365,816 shares of the Company owned by H.S. Davidson Associates,
Inc. Herbert S. Davidson is a "control person" of the Company within the
meaning of the Securities Exchange Act of 1934.
2
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The Board of Directors of the Company does not have auditing, nominating or
compensation committees or committees performing similar functions. During the
1994 fiscal year, there were eight meetings of the Board of Directors.
During 1994, Richard Hyman, a director and executive officer of the Company,
failed to file with the Securities and Exchange Commission (the "S.E.C.") on a
timely basis two required reports with respect to one transaction involving the
sale of common stock of the Company beneficially owned by him. This transaction
was later reported by him in a filing with the S.E.C.
PRINCIPAL STOCKHOLDERS
The following information is submitted with respect to persons who, to the
knowledge of the Company's management, owned beneficially more than 5% of the
Company's outstanding common stock, par value 25 cents per share as of the dates
set forth below.
TITLE OF NAME AND ADDRESS OF NUMBER OF SHARES PERCENT
CLASS BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------- ---------------------- ------------------ --------
Common Stock Herbert S. Davidson 1,871,632(1) 56%
293 Birch Drive
Roslyn, NY 11576
Common Stock Troster Singer- 330,496(2) 9%
Division of Spear,
Leeds & Kellogg
10 Exchange Place
Jersey City, NJ 07302
- ------------
(1) Includes 365,816 shares of the Company owned by H.S. Davidson Associates,
Inc. Herbert S. Davidson is a "control person" of the Company within the
meaning of the Securities Exchange Act of 1934. The information herein
regarding beneficial ownership of shares by Mr. Davidson is as of May 1,
1995.
(2) Troster Singer-Division of Spear, Leeds & Kellogg is a registered
broker/dealer possessing the sole power to vote or direct the voting and to
dispose or direct the disposition of said shares. The Company's knowledge as
to the information contained herein is Schedule 13G reported by Troster
Singer-Division of Spear, Leeds & Kellogg dated February 13, 1995.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain summary information with respect to
compensation for the periods indicated therein of the Company's Chief Executive
Officer and each of the other most highly compensated executive officers whose
annual salary and bonus for the last fiscal year exceeded $100,000
3
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(such Chief Executive Officer and executive officers being sometimes hereinafter
referred to in this proxy statement as "named executive officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION*
- -------------------------------------------------- ---- -------- -------- -------------
<S> <C> <C> <C> <C>
Herbert S. Davidson............................... 1994 $184,534 $150,000 $ 4,500
President and Chairman of the Board 1993 183,360 150,000 2,728
1992 179,052 65,000 -0-
Richard Hyman..................................... 1994 277,897 150,000 4,500
Executive Vice President and Vice President- 1993 277,611 150,000 4,056
Sales/Marketing 1992 241,723 65,000 -0-
John Tortorici.................................... 1994 155,366 50,000 4,500
Vice President-Finance and Treasurer 1993 144,868 45,000 2,516
1992 130,284 20,000 -0-
</TABLE>
- ------------
* Represents portion of the Company's contribution under its 401(k) Plan
allocated 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 regarding options
exercised by the named executive officers during the 1994 fiscal year and
options (all of which were exercisable) held by the named executive officers at
the end of the 1994 fiscal year. The number of shares shown on this table has
been adjusted to reflect a 2 for 1 stock split effected as a 100% stock dividend
in June 1993 and a 2 for 1 stock split effected as a 100% stock dividend in
September 1994.
<TABLE><CAPTION>
VALUE OF
UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS ON OPTIONS ON
ACQUIRED ON VALUE SEPTEMBER 30, SEPTEMBER 30,
NAME EXERCISE REALIZED 1994 1994
- -------------------------------------------- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Herbert S. Davidson......................... -0- -0- -0- -0-
Richard Hyman............................... 22,000 $217,250 32,000 $ 354,670
John Tortorici.............................. -0- -0- -0- -0-
</TABLE>
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors of the Company does not have a compensation committee
or a Board committee performing equivalent functions. The directors include
Herbert S. Davidson (the Chief Executive Officer) and Richard Hyman (a named
executive officer) as well as Robert G. Davidoff and Herschel M. Weinberg
(Secretary of the Company) who, as such directors, participate in deliberations
of the Board on various elements of executive officer compensation.
The Company's executive compensation policy is intended to enable the
Company to attract, retain and motivate the executive personnel required for the
success of the Company in a highly competitive industry. In evaluating or fixing
compensation, consideration is given both to overall Company performance and to
individual performance, taking into account particularly the contributions made
by the executive toward improving Company performance. Consideration is also
given to the executive's position and area and level of responsibility in the
structure of the Company and the job performance of
4
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each individual in planning, providing direction for and implementing the
Company's programs, including expansion of operations in new and established
areas, obtaining new distribution lines and controlling costs. Compensation
evaluations are also influenced by prevailing levels of pay for positions of
comparable responsibility in the industry, prior compensation history and
internal pay equity considerations. The 1994 executive compensation levels take
into account the foregoing factors as well as the Company's improved overall
performance in 1994 as compared to 1993.
The policies and criteria set forth above with respect to compensation of
executive officers of the Company apply generally to the Company's Chief
Executive Officer. During the 1994 fiscal year, the Company continued to grow,
expand its facilities and increase its sales and earnings. Mr. Davidson's 1994
compensation reflects his continuing participation in and contributions to the
Company's continued improved performance.
This report has been provided by the Board of Directors, whose members are
Herbert S. Davidson, Robert G. Davidoff, Herschel M. Weinberg and Richard Hyman.
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following graph shows how an initial investment of $100 in the Company's
common stock would have compared to an equal investment in the Nasdaq Stock
Market (US) Index and the Nasdaq Electronics Component Stock Index over a
five-year period beginning December 31, 1989 and ending September 30, 1994. In
1991 the Company changed the ending of its fiscal year to September 30.
Accordingly, the transition period in 1991 from January 1, 1991 to September 30,
1991 and the 1992 fiscal year end on September 30, and all prior years referred
to in the graph and chart below end on December 31. The figures set forth in the
chart below are as of the fiscal year-end dates as described in the preceding
sentence.
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
Milgray Electronics, Inc. $100 $60 $51 $89 $363 $377
The NASDAQ Stock Market (US) 100 85 122 136 178 179
NASDAQ Electronic Component Stocks 100 97 123 168 324 315
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ACCOUNTANT
The independent accounting firm selected by the Board of Directors is Grant
Thornton. A representative or representatives of that firm are expected to be
present at the stockholders' meeting with the opportunity to make a statement if
they desire to do so and to be available to respond to appropriate questions.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the 1996 Annual
Meeting of Stockholders must be received by the Company by February 15, 1996 for
inclusion in the Company's proxy and proxy statement relating to said meeting.
OTHER MATTERS
The management of the Company knows of no business other than that referred
to in the foregoing notice and proxy statement which may come before the
meeting. Should any other matters come before the meeting, it is the intention
of the persons named in the accompanying proxy to vote such proxy in accordance
with their judgment on such matters.
6
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PROXY
MILGRAY ELECTRONICS, INC.
77 SCHMITT BOULEVARD, FARMINGDALE, NEW YORK 11735
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints HERBERT S. DAVIDSON and HERSCHEL M. WEINBERG,
and each or either of them, as Proxies of the undersigned, each with full power
of substitution, to represent and to vote, as designated below, all the shares
of common stock of MILGRAY ELECTRONICS, INC. held of record by the undersigned
on June 12, 1995 at the annual meeting of shareholders to be held on July 19,
1995 or any adjournment thereof.
<TABLE>
<S> <C>
1. Election of Directors -- FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for nominees listed below / /
</TABLE>
(INSTRUCTION -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
HERBERT S. DAVIDSON, ROBERT G. DAVIDOFF, HERSCHEL M. WEINBERG, RICHARD HYMAN
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
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<TABLE>
<S> <C>
Dated ..........................................., 1995
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY Please sign exactly as name appears
CARD PROMPTLY USING THE ENCLOSED ENVELOPE herein. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by
president or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.
.......................................
Signature
.......................................
Signature if held jointly
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