<PAGE> 1
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Kevlin Corporation
(Name of Registrant as Specified In Its Charter)
Kevlin Corporation
(Name of Person(s) Filing Proxy Statement)
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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<PAGE> 2
KEVLIN CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 3, 1995
The Annual Meeting of Stockholders of Kevlin Corporation will be held on
Tuesday, October 3, 1995 at 5 Cornell Place, Wilmington, Massachusetts, 01887,
at 10:00 A.M., local time, for the following purposes:
(1) To fix the number of directors at six and elect two directors of the
Company.
(2) To ratify and confirm the appointment of Arthur Andersen LLP as
independent public accountants for the fiscal year ending May 31, 1996.
(3) To consider and act upon any further matters which may properly come
before the meeting or any adjourned session thereof.
The close of business on August 11, 1995 has been fixed as the record date
for determination of stockholders entitled to notice of, and to vote at, the
meeting.
Wilmington, Massachusetts
August 25, 1995
By Order of the Board of Directors
JOHN J. MORAN
Clerk
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN THE EVENT YOU WILL BE UNABLE
TO ATTEND, YOU ARE URGED TO PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED PROXY IN
THE ENVELOPE PROVIDED.
<PAGE> 3
KEVLIN CORPORATION
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 3, 1995
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Kevlin Corporation, a Massachusetts
corporation with its principal executive offices located at 5 Cornell Place,
Wilmington, Massachusetts, 01887 (the "Company"), for use at the Annual Meeting
of Stockholders to be held on October 3, 1995 and at any adjournment or
adjournments thereof (the "Meeting"). The enclosed proxies are solicited on
behalf of the Board of Directors of the Company and the cost of such
solicitation will be paid by the Company. In addition to solicitation by mail,
certain officers and directors of the Company may solicit proxies by telephone
and personal interview. The Company may also agree to pay banks, brokers,
nominees and other fiduciaries their reasonable charges and expenses incurred in
forwarding proxy materials to their principals. It is expected that this proxy
statement and the accompanying proxy will be mailed to stockholders on or about
August 25, 1995.
Only record holders of common stock, $.10 par value per share ("Common
Stock"), of the Company on August 11, 1995 shall be entitled to notice of and to
vote at the Meeting. As of that date, there were 2,701,195 shares of Common
Stock issued and outstanding and entitled to vote. Each share is entitled to one
vote on all matters to come before the Meeting. A majority in interest of all
outstanding Common Stock, represented at the meeting in person or by proxy,
constitutes a quorum for the transaction of business.
The enclosed proxy, if executed and returned, will be voted as directed on
the proxy or, in the absence of such direction, will be voted for the election
of the nominees as directors, for the ratification of the appointment of
independent public accountants and in accordance with the discretion of the
named attorneys and proxies on any other matter which shall properly come before
the Meeting. Any proxy may be revoked at any time prior to exercise by filing
with the Clerk of the Company a written revocation, by executing a proxy with a
later date, or by attending and voting at the Meeting.
The Company's Annual Report to Stockholders and the annual report on Form
10-K for the fiscal year ended May 31, 1995, (containing financial statements
audited by Arthur Andersen LLP) is being mailed to each of the stockholders of
the Company simultaneously with this proxy statement.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors at six for the
coming year. On July 9, 1993 the Board of Directors amended the Company's
by-laws to provide that the Board of Directors is divided into three classes,
with each class to be as nearly equal in number of directors as possible. The
term of one class expires, and their successors are elected for a term of three
years, at each annual meeting of the Company's stockholders.
At the annual meeting of stockholders to be held on October 3, 1995, two
directors will be elected to hold office for three years and until their
successors are elected and qualified. Messrs. Lattanzi and Williams, who are
currently directors, have been nominated for reelection to a term of office
expiring in 1998, and each has consented to serve if elected. If any nominee is
unable to serve, proxies will be voted for such other candidates as may be
nominated by the Board of Directors. Management has made inquiries and believes
that each of
<PAGE> 4
the nominees is willing and able to serve if elected. No nominee has been
nominated pursuant to any arrangement or understanding with any person.
Directors will be elected by a plurality of the votes properly cast at the
Meeting. Abstentions and broker non-votes will not be treated as votes cast for
this purpose.
<TABLE>
INFORMATION ON NOMINEES
The following table contains certain information about the nominees for
directors and each other person whose term of office as a director will continue
after the meeting.
<CAPTION>
PRESENT TERM
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE EXPIRES
---- ---- -------------------- -------------- --------------
<S> <C> <C> <C> <C>
Jonathan D. Donaldson 46 Independent Consultant and 1993 1997
Chairman of the Board of
Directors
*Arthur C. Williams 58 President and Chief Executive 1988 1995
Officer of the Company
John J. Moran 57 Vice President and Clerk of the 1960 1996
Company (Except April
1967-May 1968)
Carmine Vittoria 54 Professor of Electrical 1990 1997
Engineering, Northeastern
University
*Ernest W. Lattanzi 69 Technical Director of the 1967 1995
Company
Howard A. Mileaf 57 Vice President-Special Counsel, 1993 1996
WHX Corp., formerly Wheeling-
Pittsburgh Corp., a Steel
Manufacturer.
<FN>
---------------
* Nominee for election as director
</TABLE>
The officers of the Company hold office at the discretion of the Board of
Directors. None of the officers or directors are related to one another.
Mr. Donaldson, an independent consultant, has been Chairman of the Board of
Directors since July 1995 and has been a director since May 1993. Prior to
joining the Company, Mr. Donaldson was Chief Executive Officer and Vice Chairman
at MedChem Products, Inc. from 1992 to 1994. He served as President of MedChem
from November 1986 to May 1993 and Chief Operating Officer from November 1986 to
September 1992.
Mr. Williams was named Chief Executive Officer of the Company in July 1991
and has been President since April 1990. Prior thereto, he was President of
MacArthur Intermark, an international distribution firm, from 1988. Mr. Williams
had been Corporate Vice President, International Division of Keene Corporation
from 1985 to 1988.
Mr. Moran has been a Vice President and Clerk of the Company since 1973. He
was named General Manager of Kevlin Microwave Division in 1994.
Mr. Vittoria has been a professor of Electrical Engineering at Northeastern
University since 1985 and also serves as a director of Electromagnetic
Applications, Inc.
2
<PAGE> 5
Mr. Lattanzi has been Technical Director of the Company since 1991. He was
also Chairman of the Board from January 1988 until July 1995. Mr. Lattanzi was
Chief Executive Officer from 1983 until July 1991. He also served as President
of the Company from 1982 to 1987 and Treasurer from 1987 to 1989.
Mr. Mileaf has been Vice President-Special Counsel for WHX Corporation,
formerly Wheeling-Pittsburgh Corp., a steel manufacturer, since May 1993. He was
a consultant from September 1991 until May 1993. Mr. Mileaf was Vice
President-General Counsel and Secretary of Keene Corporation from August 1973
until August 1991.
Five meetings of the Board of Directors were held during fiscal year 1995.
Each director attended at least 75% of the aggregate number of meetings of the
Board of Directors and of committees of the Board of Directors of which he was a
member.
The Audit Committee, comprised of Messrs. Donaldson, Mileaf and Vittoria,
met once during fiscal 1995. The functions performed by this committee include
recommending independent public accountants, reviewing the scope of the proposed
audit, reviewing the scope of internal controls and reviewing the implementation
by management of recommendations made by the independent public accountants.
The Compensation Committee, also comprised of Messrs. Donaldson, Mileaf and
Vittoria, met three times during fiscal 1995. The functions performed by this
committee include determining incentive compensation, overseeing incentive
plans, determining the granting of stock options and making recommendations
concerning executive compensation.
In fiscal 1995, the Company established a nominating committee. This
committee is comprised of all of the members of the Board of Directors, except
those seeking re-election. There were no meetings of the committee during fiscal
1995. Changes in the composition of directors are recommended by the committee.
The directors who are not employees of the Company are paid $750 per fiscal
quarter and $750 per meeting attended. During fiscal year 1995, $21,750 was
expensed for such directors' fees. In addition, Mr. Donaldson received $36,050
for business consulting services performed during fiscal 1995.
During the fiscal year ended May 31, 1995, the Company had an incentive
compensation plan for key employees. The plan was administered by the
Compensation Committee. Under this plan, distributions are made based on the
performance of the Company and the participants. For fiscal year 1995, $84,100
was paid under this plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO FIX THE NUMBER OF
DIRECTORS AT SIX AND IN FAVOR OF ALL NOMINEES.
<TABLE>
The following table lists the current executive officers of the Company. It
is anticipated that each of these officers will be re-elected by the Board of
Directors following the Annual Meeting of Stockholders.
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jonathan D. Donaldson 45 Chairman of the Board of Directors
Arthur C. Williams 58 President and Chief Executive Officer
John J. Moran 57 Vice President and General Manager of Kevlin Microwave
Division
D. Wayne Peters 51 Vice President, Chief Financial Officer and Treasurer
Robert M. Ricci 53 Vice President Administration
</TABLE>
Mr. Peters became Vice President, Treasurer and Chief Financial Officer of
the Company in November 1994. From 1993 until November 1994 he was the Director
of International Finance and Administration at I.D.E. Associates, a company
which manufactures computer networking products. He spent over 10 years with
GenRad, an automatic test equipment manufacturer, serving as its Treasurer, and
a LBO spin-off company, QuadTech, an electronic component test equipment
manufacturer, where he was a founder and Chief Financial Officer.
3
<PAGE> 6
Mr. Ricci became Vice President of Administration of the Company in July
1994. He has been Director of Quality Assurance since joining the Company in May
1988. He has had the additional responsibilities of Engineering Department
Manager from November 1989 to June 1992 and manager of administration from June
1992 to the present.
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
<TABLE>
The following table sets forth, as of August 11, 1995, the beneficial
ownership of Common Stock for (i) each director of the Company, (ii) the Chief
Executive Officer and the two most highly compensated executive officers of the
Company, (iii) all executive officers and directors as a group (8 persons) and
(iv) each person known to the Board of Directors to beneficially own more than
five percent of the Common Stock. The address of each director and the Employee
Stock Ownership Plan listed below is care of the Company, 5 Cornell Place,
Wilmington, MA 01887.
<CAPTION>
AMOUNT OF
SHARES AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) TOTAL CLASS
---- ------------ ------------
<S> <C> <C>
Employee Stock Ownership Plan 339,875(2) 12.6%
Ernest W. Lattanzi 334,076(2)(3)(4) 12.4%
Arthur C. Williams 286,809(2)(4) 10.6%
John J. Moran 151,400(2)(4) 5.6%
Carmine Vittoria 10,000(4) 0.4%
Howard A. Mileaf 6,000(4) 0.2%
Jonathan D. Donaldson 5,000(4) 0.2%
All Executive Officers and Directors as
a Group (8 persons) 821,064(2)(3)(4) 30.4%
<FN>
---------------
(1) Unless otherwise noted, each person identified possesses the sole power to
vote and dispose of the shares.
(2) Includes the following number of shares allocated to the account of these
executive officers and directors under the Company's Employee Stock
Ownership Plan (the "ESOP") as of August 11, 1995, as to which such person
has sole voting power and the ESOP Committee has sole dispositive power:
Ernest Lattanzi -- 29,886; Arthur C. Williams -- 1,809; and John J. Moran --
23,805; all executive officers and directors as a group (8 persons) --
58,279.
(3) Includes 200 shares held jointly by Mr. Lattanzi with his wife.
(4) Includes the following number of shares subject to options exercisable
within 60 days of August 11, 1995 by these executive officers and directors:
Jonathan D. Donaldson -- 5,000; Arthur C. Williams -- 227,500; John J. Moran
-- 55,000; Ernest W. Lattanzi -- 60,000; Howard A. Mileaf -- 5,000; Carmine
Vittoria -- 10,000; all executive officers and directors as a group (8
persons) -- 387,500.
</TABLE>
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth certain compensation information for the
Chief Executive Officer of the Company and all other executive officers whose
salary and bonus for 1995 exceeded $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
AWARDS
------
ANNUAL SECURITIES
COMPENSATION UNDERLYING
------------------ OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (#) COMPENSATION(1)
--------------------------- ----- -------- ------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Ernest W. Lattanzi 1995 $150,000 $14,000 -- $4,147
Technical Director 1994 $161,515 $14,000 -- $1,349
1993 $161,515 -- -- $2,490
Arthur C. Williams 1995 $154,693 -- 50,000 $4,110
President, and Chief Executive 1994 $153,622 $21,000 -- $1,170
Officer 1993 $141,955 -- -- $2,253
John J. Moran 1995 $ 94,438 -- -- $3,545
Vice President and Clerk 1994 $ 89,500 $14,000 20,000 $ 787
1993 $ 88,239 -- -- $2,064
<FN>
---------------
(1) Fiscal 1995 Company contributions to the Company's ESOP Plan were $1,837 for
Mr. Lattanzi and $1,610 for Mr. Williams and $1,872 for Mr. Moran. Fiscal
1993 contributions to the ESOP Plan were $1,433 for Mr. Lattanzi, $1,241 for
Mr. Williams and $1,277 for Mr. Moran. Matching contributions under the
Company's 401(K) Plan in fiscal 1995 were $2,310 for Mr. Lattanzi, $2,500
for Mr. Williams and $1,673 for Mr. Moran, in fiscal 1994 matching
contributions were $1,349 for Mr. Lattanzi, $1,170 for Mr. Williams and $787
for Mr. Moran and in fiscal 1993 matching contributions were $1,057 for Mr.
Lattanzi, $1,013 for Mr. Williams and $787 for Mr. Moran.
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE
---- ----------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
Ernest W. Lattanzi -- -- -- --
Arthur C. Williams 50,000 46.5% $1.94 12/15/95
John J. Moran -- -- -- --
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUE
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT OPTIONS AT
SHARES MAY 31, 1995 MAY 31, 1995(1)
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE UNEXERCISABLE UNEXERCISABLE
---- ------------ ------------- ---------------
<S> <C> <C> <C>
Ernest W. Lattanzi 0 60,000/0 $ 51,000/0
Arthur C. Williams 0 227,500/ $ 162,188/
50,000 $ 28,000
John J. Moran 0 55,000/0 $ 18,025/0
</TABLE>
5
<PAGE> 8
---------------
(1) Based on the spread between the option exercise price and the fair market
value of the Common Stock on May 31, 1995 ($2.50).
EMPLOYEE CONTRACTS
Mr. Lattanzi entered into an employment agreement with the Company whereby
he will remain a full time employee of the Company until December 31, 1996 at a
Salary of $150,000 per year. Commencing January 1, 1997, Mr. Lattanzi will be
retained as a consultant to the Company for a ten year period at an annual fee
of $34,000 per year. In consideration of a covenant not to complete, the Company
shall also pay Mr. Lattanzi $34,000 per year during the consulting period.
PROPOSAL NO. 2
RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
The persons named in the accompanying form as attorneys and proxies intend,
unless otherwise instructed, to ratify the appointment of Arthur Andersen LLP as
independent public accounts of the Company for the next fiscal year. The Board
of Directors has voted to approve Arthur Andersen LLP to audit the accounts of
the Company for the fiscal year ending May 31, 1996. Since their report will be
addressed to the stockholders, the holders of Common Stock are asked to ratify
this selection. Submission to the stockholders of the ratification of the
appointment of Arthur Andersen LLP as independent public accounts is not
required and such appointment will remain in effect even if not approved by the
stockholders.
The Company has been advised that a representative of Arthur Andersen LLP
will be present at the annual meeting with the opportunity to make a statement
if the representative desires to do so. It is expected that the representative
will be available to respond to appropriate questions.
Audit services of Arthur Andersen LLP for the last fiscal year included
examination of the consolidated financial statements of the Company and its
subsidiaries, assistance and consultation in connection with filing of periodic
reports on Form 10-K and Form 10-Q with the SEC and consultation in connection
with various accounting matters. All of these services were approved by the
Audit Committee in advance of the service being rendered after having made a
determination that the rendering of the services would not have an adverse
effect on the independence of Arthur Andersen LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NO. 2
OTHER PROPOSED ACTION
The Board of Directors does not know of any business, other than that
described above to be presented to the stockholders at the Meeting. If any other
matter should be presented at the Meeting upon which a vote may be properly
taken, the proxies will be voted in accordance with the discretion of the person
or persons voting such proxies.
ANNUAL REPORT AND 10-K
Additional copies of the Annual Report to Stockholders for the fiscal year
ended May 31, 1995 and copies of the Annual Report of the Company to the
Securities and Exchange Commission on Form 10-K are available to stockholders
without charge upon request to the Chief Financial Officer of the Company at 5
Cornell Place, Wilmington, MA 01887.
6
<PAGE> 9
SECURITIES EXCHANGE ACT REPORTING
Based solely upon a review of the copies of reports furnished to the
Company, the Company believes that, no director or executive officer or
beneficial owner of more than 10% of the outstanding shares of Common Stock
failed to file on a timely basis reports required pursuant to Section 16(a) of
the Securities Exchange Act of 1934 during, or in respect of, fiscal 1995.
STOCKHOLDER PROPOSALS
Proposals which stockholders wish to be presented at the 1996 Annual
Meeting of Stockholders and to be included in the Company's proxy materials
relating thereto must be received by the Company no later than April 27, 1996.
7
<PAGE> 10
KEVLIN CORPORATION
Proxy for Annual Meeting to be held
P October 3, 1995
R
O THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
X
Y The undersigned, having received the Notice of Annual
Meeting and the Board of Directors' Proxy Statement, hereby appoint(s)
Jonathan D. Donaldson and John J. Moran, and each of them, Proxies of the
undersigned (with full power of substitution) to attend the above Annual
Meeting and all adjournments thereof (the "Meeting") and there to vote all
shares of Common Stock of Kevlin Corporation (the "Company") that the
undersigned would be entitled to vote, if personally present, hereby revoking
any Proxy theretofore given with respect to such shares in regard to all
matters which may come before the Meeting, and especially to vote:
Election of all Directors listed below:
Nominees:
Ernest W. Lattanzi, Arthur C. Williams
This Proxy, when properly executed will be voted in the manner directed by the
undersigned stockholder(s). If no specification is made, this Proxy will be
voted FOR proposals 1 and 2.
SEE REVERSE SIDE. If you wish to vote in accordance with the Board of
Directors' recommendations, just sign on the reverse side. You need not mark
any boxes.
-----------
SEE REVERSE
SIDE
-----------
Please mark
/ X / votes as in
this example.
The undersigned hereby confer(s) upon the Proxies, and each of them,
discretionary authority with respect to setting the number of Directors
and the election of Directors in the event that either of the nominees is unable
or unwilling to serve if elected.
<TABLE>
<S> <C>
FOR AGAINST ABSTAIN
1. To fix the number of members of the board at six 2. To ratify and confirm Arthur / / / / / /
and to elect two Directors of the Company. Andersen LLP as the inde-
pendent auditors for the fiscal
FOR WITHHELD year ending May 31, 1996.
/ / / /
3. To consider and act upon such other business matters or
proposals as may properly come before the Meeting.
------------------------------------------------------
For all nominees except as noted above MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Signature________________________________ Date__________________
Signature________________________________ Date__________________
</TABLE>
