<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:
<TABLE>
<S> <C>
/ / 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
</TABLE>
Networks Electronics Corp.
- --------------------------------------------------------------------------------
(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), or 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:
------------------------------------------------------------------------
<PAGE> 2
NETWORKS ELECTRONIC CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 1, 1995
TO THE STOCKHOLDERS:
Notice is hereby given that the 1995 Annual Meeting of Stockholders of
NETWORKS ELECTRONIC CORP. (the "Company") will be held at the Summerfield Suites
Hotel, 21902 Lassen Street, Chatsworth, California 91311 on December 1, 1995, at
2:30 p.m., Los Angeles time, for the following purposes:
1. To elect five directors to each hold office until the next Annual
Meeting of Stockholders or until their respective successors are
elected;
2. To transact such other business as may properly come before the meeting
and any adjournment(s) thereof.
Only holders of record of the Common Stock of the Company at the close of
business on October 21, 1995 are entitled to notice of and to vote at the Annual
Meeting and adjournment(s) thereof.
All stockholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign and return the enclosed Proxy as promptly as possible in the postage
prepaid envelope enclosed for that purpose. Any stockholder attending the
meeting may vote in person, even though he or she has returned a Proxy.
DAVID WACHTEL
-------------------------------
David Wachtel
Chairman of the Board, and
Chief Executive Officer
Chatsworth, CA 91311
October 30, 1995
IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, AND SIGN THE ACCOMPANYING PROXY AS PROMPTLY AS POSSIBLE AND
RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE> 3
NETWORKS ELECTRONIC CORP.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 1, 1995
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of NETWORKS ELECTRONIC CORP., a California
corporation, (the "Company") for use at the 1995 Annual Meeting of Stockholders
to be held at the Summerfield Suites Hotel, 21902 Lassen Street, Chatsworth,
California 91311, at 2:30 p.m., Los Angeles time, on December 1, 1995 and any
adjournment(s) or postponement(s) thereof, for the purposes set forth herein and
in the accompanying Notice of Annual Meeting of Stockholders. Accompanying this
Proxy Statement is the Board of Directors' Proxy for the Annual Meeting, which
you may use to indicate your vote as to the proposal described in this Proxy
Statement.
All Proxies which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will be
voted as indicated on the proposals described in this Proxy Statement unless
otherwise directed. A stockholder may revoke his or her Proxy at any time before
it is voted either by filing with the Secretary of the Company, at its principal
executive offices, a written notice of revocation or a duly executed Proxy
bearing a later date, or by attending the Annual Meeting and expressing a desire
to vote his or her shares in person.
The close of business on October 21, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournments or postponements thereof. At the record
date, 1,596,221 shares of the Company's Common Stock, par value $0.25 per share,
were outstanding. The Common Stock is the only outstanding class of securities
entitled to vote at the meeting. At the record date, the Company had
approximately 984 stockholders of record. The Company estimates that there are
approximately 2,000 beneficial holders of the Company's Common Stock. A
stockholder is entitled to cast one vote for each share of Common Stock held on
the record date (each a "Share") on all matters to be considered at the Annual
Meeting. Abstentions and shares held by brokers that are prohibited from
exercising discretionary authority will be counted as present for the purposes
of determining if a quorum is present but will not be counted as voting.
The Company's principal executive offices are located at 9750 De Soto
Avenue, Chatsworth, California, 91311 and its telephone number is (818)
341-0440. This Proxy Statement and the accompanying Proxy were mailed to all
stockholders entitled to vote at the Annual Meeting on or about November 1,
1995.
CUMULATIVE VOTING
In voting for directors, a shareholder is entitled to five votes for each
share of common stock held, one for each of five directors. A stockholder may
cast his votes evenly for all directors or may cumulate such votes and cast same
for one nominee or distribute same among two or more nominees.
NOMINEES FOR ELECTION AS DIRECTORS
The proxy holders intend to cast all votes pursuant to the authorizing
proxies received by them for the election as directors, of the five nominees
listed below. Directors so elected will hold office until December 1, 1996, or
until their successors are elected and qualified. Such proxy holders reserve the
right, however, to vote such proxies cumulatively and for the election of less
than all of the nominees for directors but do not intend to do so unless
nominees other nominees other than those named herein are nominated at the
meeting. In the event any of the five nominees for directors shall become
unavailable for election, it is the intention of the proxy holders to vote for
an alternate nominee who will be designated by management. The Company has no
reason to believe that any nominee will be unwilling or unable to serve if
elected as a director.
<PAGE> 4
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE NOMINEES LISTED BELOW
The Board of Directors proposes the election of the following nominees as
the Directors of the Company:
David Wachtel
Barry Bartholomew
Glenn Linderman
Rodica Patrichi
Ileana Wachtel
INFORMATION WITH RESPECT TO NOMINEES AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
nominees, directors and executive officers of the Company as of October 27,
1995:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
---- --- --------------------
<S> <C> <C>
NOMINEES:
David Wachtel 36 Chief Executive Officer, President, Chief
Financial Officer
Barry Bartholomew 44 Managing Attorney of Barry Bartholomew &
Associates
Glenn Linderman 36 Vice President of Libra Investments, Inc.
Ileana Wachtel 35 Political Consultant and Trustee of the
Mihai D. Patrichi Trust
Rodica Patrichi 56 Trustee of the Mihai D. Patrichi Trust
OTHER EXECUTIVE OFFICERS:
Edwin J. Turner 62 Executive Vice President and Secretary
Mohammad Tabassi 47 Vice President
</TABLE>
The executive officers of the Company are appointed by and serve at the
discretion of the Board of Directors. Ileana Wachtel is the spouse of David
Wachtel. Rodica Patrichi is the widow of the Company's founder, Mihai Patrichi.
Other than as stated above, there is no family relationship between any director
and any executive officer of the Company.
DAVID WACHTEL. Mr. Wachtel is Chairman of the Board, Chief Executive
Officer, President, and Chief Financial Officer of the Company. Mr. Wachtel has
served as Chairman since 1994 and as a Director since 1993. He is responsible
for the development of corporate policies in such areas as planning and finance,
research and development; and client relations. Mr. Wachtel is the son-in-law of
the Company's late founder, Mihai D. Patrichi. Until April 1995, he was the
Managing Partner at InvesTech Systems, an investment systems consulting and
software development firm, and was previously president of Talsarn Pty. Ltd., a
software consulting and development firm. He also formerly served as MIS manager
of the Company from 1991 through 1992.
BARRY BARTHOLOMEW. Mr. Bartholomew is Managing Attorney of Barry
Bartholomew & Associates. Formerly, he was a partner at Knapp, Petersen &
Clarke.
GLENN LINDERMAN. Mr. Linderman is Vice President of Libra Investments Inc.
He was previously a Vice President of Columbia Savings & Loan.
ILEANA WACHTEL. Ms. Wachtel is a trustee of the Mihai D. Patrichi Trust and
is the daughter of the Company's founder, the late Mihai D. Patrichi, and the
spouse of David Wachtel. She is a political consultant involved in political
research and media strategy.
2
<PAGE> 5
RODICA PATRICHI. Mrs. Patrichi is the widow of Mihai D. Patrichi and is a
trustee of the Mihai D. Patrichi Trust.
EDWIN J. TURNER. Mr. Turner has served as Executive Vice President and
Secretary of the Company since August 1983. He is responsible for the Bearing
Division sales and administration.
MOHAMMAD TABASSI. Mr. Tabassi has held the position of Vice President since
1994 and has held the position of Manager of the Company's Ordnance Division
since 1993. Other duties of Mr. Tabassi include engineering and price quoting
functions. He joined the Company in January 1987 as Ordnance Quality Test
Engineer.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of 4 meetings during the fiscal year
ended June 30, 1995. During the fiscal year ended June 30, 1995, each director
attended each of the meetings of the Board of Directors held while he or she was
a director.
COMPENSATION OF DIRECTORS
During the year ended June 30, 1995, the Company paid director fees of
$13,000 consisting of $5,000 to Barry Bartholomew, $4,000 to David Wachtel,
$2,000 to Glenn Linderman, and $1,000 each to Ileana Wachtel and Rodica
Patrichi. In addition, Glenn Linderman provided financial consulting services to
the Company in the amount of $9,281.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, as to the Chief Executive Officer and his
predecessor in that position, information concerning all compensation paid for
services to the Company in all capacities during the last three fiscal years.
Except as set forth in the table, no other executive officer received a salary
plus bonus which exceeded $100,000 during the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
-------------------------------------- COMPENSATION
OTHER ------------
NAME AND ANNUAL STOCK OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS(1) COMPENSATION
-------------------------- ---- -------- ----- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
David Wachtel 1995 $ 35,884 $865 $ 16,283(2) 75,000 $ 0
CEO
Mihai D. Patrichi 1995 71,849 0 19,445(3) 0 0
CEO (deceased) 1994 252,585 0 82,029(4) 0 0
> 1993 252,585 0 90,654(5) 0 0
</TABLE>
- ---------------
(1) All numbers reflect the number of shares of Common Stock subject to options
granted during the fiscal year.
(2) Includes consulting fees of $9,500, director fees of $4,000, and
medical-related benefits of $2,783.
(3) Includes medical-related benefits of $19,445.
(4) Includes medical-related benefits of $68,576 and other personal benefits of
$13,453.
(5) Includes medical related benefits of $86,588 and other personal benefits of
$4,066.
3
<PAGE> 6
OPTIONS GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding grants of
stock options made during the fiscal year ended June 30, 1995 to the executive
officers named in the Summary Compensation Table ("Named Executive Officers").
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
------------------------------------------------------- AT ASSUMED ANNUAL
PERCENT OF RATES OF STOCK
TOTAL PRICE APPRECIATION
NUMBER OF OPTIONS GRANTED EXERCISE OR FOR OPTION TERM(1)
NAME AND OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION ------------------
PRINCIPAL POSITION GRANTED(2) FISCAL YEAR(3) PER SHARE DATE 5% 10%
- -------------------------------- ---------- --------------- ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
David Wachtel................... 75,000 96.8% $0.1875 11/1/99 $26,487 $35,578
CEO
Mihai D. Patrichi............... 0 0 0 N/A 0 0
CEO Deceased
</TABLE>
- ---------------
(1) The potential realizable value is based on the assumption that the Common
Stock of the Company appreciates at the annual rate shown (compounded
annually) from the date of grant until the expiration of the option term.
These amounts are calculated pursuant to applicable requirements of the
Securities and Exchange Commission and do not represent a forecast of the
future appreciation of the Company's Common Stock.
(2) Mr. Wachtel exercised these options on October 23, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTIONS
The following table sets forth, for each of the Named Executive Officers,
certain information regarding the exercise of stock options during the fiscal
year ended June 30, 1995, and the value of options held at fiscal year end.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)
<TABLE>
<CAPTION>
VALUE OF ALL UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR-END FISCAL YEAR-END(1)
NAME AND SHARES ACQUIRED ----------------------------- -------------------------
PRINCIPAL POSITION ON EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------------- --------------- -------------- ----------------------------- -------------------------
<S> <C> <C> <C> <C>
David Wachtel.......... 0 $0 75,000(2)/0 $18,750/0
CEO
Mihai D. Patrichi...... 0 0 0 0
CEO (Deceased)
</TABLE>
- ---------------
(1) Based upon the last reported sale price of the Common Stock on the NASDAQ
electronic bulletin board on June 30, 1995.
(2) Mr. Wachtel exercised all 75,000 options on October 23, 1995.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC").
Executive officers, directors, and greater-than-ten percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. Based solely on its review
4
<PAGE> 7
of the copies of such forms received by it and written representations from
certain reporting persons that they have complied with the relevant filing
requirements, the Company believes that, during the year ended June 30, 1995,
all relevant Section 16(a) filing requirements were complied with, except that
(1) Mr. Wachtel, Chief Executive Officer of the Company, Ms. Ileana Wachtel,
Director, and Mr. Tabassi, Vice President, Rodica Patrichi, Director, Edwin
Turner, Director, Barry Bartholomew, Director, and the Mihai D. Patrichi Trust
filed late reports of initial beneficial ownership on Form 3; and (2) Mr.
Wachtel filed one late report with respect to the grant to him of 75,000 shares
of Common Stock and (3) each of Messrs. Turner and Tabassi filed late reports
with respect to their respective option grants of 500 shares of Common Stock.
CERTAIN TRANSACTIONS WITH MANAGEMENT
During the year ended June 30, 1995, the Company's Board of Directors
awarded 75,000 fully vested stock options to its chief executive officer,
exercisable at a price of $.1875 per share. The exercise price corresponded to
the mid-point of the closing bid and ask price of the Company's common stock on
the date of grant, which was November 1, 1994.
In January 1995, the Company received a $152,000 loan from a principal
shareholder, the Mihai D. Patrichi Trust, secured by specific machinery and
equipment. The loan is being repaid in equal monthly principal installments of
$4,222 (plus interest at 10%) over a three year period. A loan fee of $2,000 was
charged to consummate the transaction, and interest paid on the note through
June 30, 1995 amounted to $6,230.
During each of the years ended June 30, 1994, 1993, respectively, Mihai D.
Patrichi, the Company's former president, charged the Company $3,000 for the use
of space in his home to exclusively conduct Company business.
The Company has an employment agreement with David Wachtel, its President
and Chief Executive Officer. The agreement provides for minimum annual
compensation of $150,000 for a period of three years. The Company previously had
an employment agreement with Mihai D. Patrichi, the Company's Founder, and
former President and Chief Executive Officer, who passed away in November 1994.
The agreement provided for minimum compensation of $180,000 per year until the
end of Mr. Patrichi's life. However, effective September 1994, Mr. Patrichi took
a salary reduction to $153,000 per year as a condition of the Company's chapter
11 reorganization plan. The Board of Directors has also agreed to pay all
medical and dental insurance premiums for its corporate officers, plus the
deductible expense portions operative under the respective plans.
Prior to the year ended June 30, 1995, the Company from time to time
advanced funds to Mihai D. Patrichi at an annual interest rate of 7%. The total
receivable at June 30, 1995 (with accrued interest) amounted to $27,228,
including unpaid advances outstanding from prior years of $25,370. Interest
earned on this receivable amounted to $1,781, $1,773, and $1,280 for the fiscal
years ended June 30, 1995, 1994, and 1993, respectively.
5
<PAGE> 8
PRINCIPAL STOCKHOLDERS
The following table sets forth as of October 27, 1995 certain information
relating to the ownership of the Company Common Stock by (i) each person known
by the Company to be the beneficial owner of more than 5% of the outstanding
shares of the Company Common Stock, (ii) each of the Company's directors, (iii)
each of the Company's Named Officers, and (iv) all of the Company's executive
officers and directors as a group. Except as may be indicated in the footnotes
to the table and subject to applicable community property laws, each of such
persons has the sole voting and investment power with respect to the shares
owned. Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act. Under this Rule, certain shares may be deemed to be
beneficially owned by more than one person (such as where persons share voting
power or investment power). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire the shares (for
example, upon exercise of an option) within 60 days of the date as of which the
information is provided; in computing the percentage ownership of any person,
the amount of shares outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by reason of these
acquisition rights. As a result, the percentage of outstanding shares of any
person as shown in the following table does not necessarily reflect the person's
actual voting power at any particular date.
<TABLE>
<CAPTION>
PERCENT OF CLASS
NAME AND ADDRESS NUMBER OF SHARES OWNED(1)
---------------- ---------------- ----------------
<S> <C> <C>
Mihai D. Patrichi Trust(2)(3)................. 790,383 47.3%
10779 Bellagio Road
Los Angeles, CA 90077
David Wachtel................................. 75,000(4) 4.5%
2218 21st Street
Santa Monica, CA 91311
Barry Bartholomew............................. 10,000(5) *
701 North Brand Blvd.
Suite 800
Glendale, CA 91203
Glenn Linderman............................... 0 0%
11766 Wilshire Blvd.
Suite 870
Los Angeles, CA 90025
Rodica Patrichi............................... 795,764(6) 47.6%
10779 Bellagio Road
Los Angeles, CA 90077
Ileana Wachtel................................ 797,660(7) 47.7%
2218 21st Street
Santa Monica, CA 91311
Edwin J. Turner............................... 10,611(8) *
22015 Prairie Street
Chatsworth, CA 91311
Mohammad Tabassi.............................. 611(9) *
19442 Romar Street
Northridge, CA 91324
Moldovita Romanian Orthodox Church Inc. ...... 90,909 5.4%
24425 Woolsey Canyon
Chatsworth, CA 91311
All executive officers and directors as a
group (7 persons)(10)....................... 899,263 53.1%
</TABLE>
- ---------------
* Less than one percent.
(1) Based on 1,671,221 shares of Common Stock outstanding as of October 27,
1995.
6
<PAGE> 9
(2) Set Forth below is a list of the beneficiaries of the Mihai D. Patrichi
Trust and the beneficial ownership of each beneficiary assuming an
immediate distribution of the Company's shares held by the Mihai D.
Patrichi Trust:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES
---------------- ----------------
<S> <C>
Ileana Wachtel....................................... 173,353
2218 21st Street
Santa Monica, CA 91311
Rodica Patrichi...................................... 157,182
10779 Bellagio Road
Los Angeles, CA 90077
Radu Patrichi........................................ 171,457
73095 Shadow Mt. Drive
Palm Desert, CA 92260
Michael Patrichi..................................... 156,076
17190 Strawberry Drive
Encino, CA 91436
Alex Patrichi........................................ 156,076
17190 Strawberry Drive
Encino, CA 91436
</TABLE>
(3) Ileana Wachtel and Rodica Patrichi are co-trustees with joint voting and
dispositive power over these shares.
(4) Does not include shares of Common Stock held by the Mihai D. Patrichi Trust
and controlled by trustees including Mr. Wachtel's spouse, Ileana Wachtel,
a beneficiary.
(5) All of these shares are issuable upon exercise of currently exercisable
options.
(6) Includes 790,383 shares held by the Mihai D. Patrichi Trust and deemed
beneficially owned by Mrs. Patrichi.
(7) Includes 790,383 shares held by the Mihai D. Patrichi Trust and deemed
beneficially owned by Ileana Wachtel. Does not include 75,000 shares held
by Mr. Wachtel, Ileana Wachtel's spouse, in which Ileana Wachtel has a
community property interest.
(8) Includes 10,500 shares issuable upon exercise of currently exercisable
options.
(9) Includes 500 shares issuable upon exercise of currently exercisable
options.
(10) Includes 21,000 shares of Common Stock underlying options which were
exercisable on or which will become exercisable within 60 days of October
27, 1995; and 790,383 shares held by the Mihai D. Patrichi Trust and deemed
beneficially owned by Ileana Wachtel and Rodica Patrichi.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1996 Annual Meeting must be received by
the Company no later than June 30, 1996, in order to be considered for inclusion
in the proxy statement and form of proxy relating to that meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
Hurley & Company, independent accountants, were selected by the Board of
Directors to serve as independent auditors of the Company for the fiscal year
ended June 30, 1995, and have been selected by the Board of Directors to serve
as independent auditors of the fiscal year ending June 30, 1996. Representatives
of Hurley & Company are expected to be present at the Annual Meeting, will have
an opportunity to make a statement if they desire to do so and will respond to
appropriate questions from stockholders.
7
<PAGE> 10
OTHER MATTERS
The Board of Directors is not aware of any matter to be acted upon at the
Annual Meeting other than described in this Proxy Statement. Unless otherwise
directed, all shares represented by the persons named in the accompanying proxy
will be voted in favor of the proposals described in this Proxy Statement. If
any other matter properly comes before the meeting, however, the proxy holders
will vote thereon in accordance with their best judgment.
EXPENSES
The entire cost of soliciting proxies will be borne by the Company.
Solicitation may be made by mail, telephone, telegraph and personal contact by
officers and other employees of the Company, who will not receive additional
compensation for such services. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward soliciting
material to the beneficial owners of the Company's Common Stock held of record
by them and will reimburse such persons for their reasonable charges and
expenses in connection therewith.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report for the fiscal year ended June 30, 1995 is
being mailed to stockholders along with this Proxy Statement. The Annual Report
is not to be considered part of the soliciting material.
REPORT ON FORM 10-K
THE COMPANY UNDERTAKES, UPON WRITTEN REQUEST, TO PROVIDE, WITHOUT CHARGE,
EACH PERSON FROM WHOM THE ACCOMPANYING PROXY IS SOLICITED WITH A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 1995, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES THERETO, BUT EXCLUDING EXHIBITS THERETO. REQUESTS SHOULD BE
ADDRESSED TO NETWORKS ELECTRONIC CORP., 9750 DE SOTO AVENUE, CHATSWORTH,
CALIFORNIA, 91311, ATTN: CHIEF FINANCIAL OFFICER.
ON BEHALF OF THE BOARD OF DIRECTORS
DAVID WACHTEL
------------------------------------
David Wachtel
Chairman and Chief Executive Officer
DATED: October 30, 1995
8
<PAGE> 11
NETWORKS ELECTRONIC CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints David Wachtel as proxy with the power to appoint
his substitute and hereby authorizes him to represent and to vote, as designated
below, all the shares of common stock of Networks Electronic Corp. ("Networks")
held on record by the undersigned on October 21, 1995 at the annual meeting of
shareholders to be held on December 1, 1995 or any adjournment thereof.
1. For the election of the following persons as directors of Networks to serve
until the next annual meeting of shareholders and until their respective
successors shall be elected and qualified:
David Wachtel, Barry Bartholomew, Glenn Linderman, Rodica Patrichi,
Ileana Wachtel
For all nominees listed above (except as indicated to the contrary below) / /
WITHHOLD AUTHORITY to vote for all nominees listed above / /
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW).
- --------------------------------------------------------------------------------
2. In his/her discretion, the proxy is authorized to vote upon such other
business as may properly come before the meeting.
(Continued and to be signed on the other side)
(PLEASE DO NOT FOLD OR PERFORATE THIS CARD)
(Continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. This proxy when
properly executed will be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted FOR proposal 1.
Dated , 1995 By
------------------------ --------------------------
By
--------------------------
(if held jointly)
IMPORTANT: Please sign
exactly as name appears
below. 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
authorizing officer. If
a partnership, please
sign in partnership name
by authorized person.
Please sign, date and return promptly in the enclosed envelope which requires no
postage if mailed in the United States.
