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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 20, 1995
NOTICE IS HEREBY GIVEN to the stockholders of Milgray Electronics, Inc., a
New York corporation, that a Special Meeting of Stockholders will be held at the
offices of the Company, 77 Schmitt Boulevard, Farmingdale, New York at 11:00
A.M. on September 20, 1995, for the following purposes:
1. To amend Article Third of the Certificate of Incorporation of the Company so
as to increase the authorized capital stock of the Company from $1,000,000 to
$15,000,000 and to amend Article Fourth of the Certificate of Incorporation of
the Company so as to increase the number of shares of which the capital stock is
to consist from 4,000,000 shares of the par value of 25 cents each to 60,000,000
shares of the par value of 25 cents each.
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 August 22, 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
August , 1995
RETURN OF PROXIES
A PROXY AND BUSINESS REPLY ENVELOPE ARE ENCLOSED FOR YOUR USE IF YOU
DO NOT PLAN TO ATTEND THE SPECIAL 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
SPECIAL MEETING OF STOCKHOLDERS
The enclosed proxy is solicited by the Board of Directors of Milgray
Electronics, Inc. (the "Company") for use at a Special Meeting of Stockholders
on Wednesday, September 20, 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 special 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 proxy statement and form of
proxy were first sent or given to stockholders on or about August , 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 August 22, 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.
INCREASE OF AUTHORIZED CAPITAL STOCK
The proposal, which has been approved by the Board of Directors of the
Company, to amend the Company's Certificate of Incorporation so as to increase
the authorized capital stock of the Company from $1,000,000 to $15,000,000 and
to increase the number of authorized shares from 4,000,000 shares (25 cents par
value) to 60,000,000 shares (25 cents par value) is subject to approval by the
vote of the holders of a majority of all outstanding shares of the Company
entitled to vote thereon at the meeting.
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The Certificate of Incorporation, as presently constituted, authorizes the
issuance of 4,000,000 shares of common stock, par value 25 cents per share. The
amendment, if adopted, will provide for 60,000,000 authorized shares of the
Company's 25 cents par value common stock, which is the only outstanding class
of stock. The common stock of the Company was split 2 for 1 in June 1993 and
again split 2 for 1 in September 1994, and 3,386,588 shares of common stock were
outstanding as of July 19, 1995. The additional common stock to be authorized by
adoption of the proposed amendment will have rights identical to the currently
outstanding common stock of the Company. Shareholders are not entitled to
preemptive rights. The additional shares of common stock to be authorized by the
proposed amendment of the Certificate of Incorporation may be issued by the
Board of Directors of the Company under various circumstances without prior
shareholder approval.
The increase in the authorized common stock is sought so that there will be
available sufficient authorized common stock in the event the Company should
require the same in connection with acquisitions, stock dividends or other
distributions of its common stock, incentive plans, equity financings and other
general corporate purposes. The Company has no present plans to use the
additional newly authorized shares for such purposes except for such of the
newly authorized shares as would be used in connection with the 2 for 1 stock
split hereinafter referred to. On July 19, 1995, the Board of Directors declared
a 2 for 1 stock split to be effected in the form of a 100% stock dividend. The
Company's presently authorized shares of common stock would not be sufficient to
implement this stock split and some of the shares to be authorized by the
proposed amendment would be needed in order to effectuate such stock split.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is furnished with respect to ownership of shares
of common stock of the Company as of June 30, 1995 by: (i) each person who is
known by the Company to be the beneficial owner of more than 5% of the Company's
common stock, (ii) each director, (iii) each executive officer, and (iv) 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%
Director and President
Robert G. Davidoff............................................. 115,740 3%
Director
Herschel M. Weinberg........................................... None --
Director
Richard Hyman.................................................. 38,000 1%
Director, Executive Vice President and
Vice President-Sales/Marketing
John Tortorici................................................. None --
Vice President-Finance and Treasurer
Directors and Executive Officers as a Group.................... 2,025,372(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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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.
3
<PAGE>
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 August 22, 1995 at the special meeting of shareholders to be held on
September 20, 1995 or any adjournment thereof.
1. Proposal to amend the Certificate of Incorporation of the Company so as to
increase the authorized capital stock from $1,000,000 to $15,000,000 and to
increase the authorized number of shares from 4,000,000 shares to 60,000,000
shares.
/ / FOR / / AGAINST / / ABSTAIN
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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