<PAGE>
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 240.14a-11(c) or 240.14a-12
WEGENER CORPORATION
(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] 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:
(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.
) Amount Previously Paid:
) Form, Schedule or Registration Statement No.:
) Filing Party:
) Date Filed:
<PAGE>
WEGENER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JANUARY 25, 2000
To the Stockholders:
The Annual Meeting of Stockholders of WEGENER CORPORATION, a Delaware
corporation, will be held at its home office at 11350 Technology Circle, Duluth,
Georgia 30097, on Tuesday, January 25, 2000 at 7:00 p.m., Eastern Standard Time,
for the following purposes:
(a) To elect two Class II directors to hold office until the 2003 Annual
Meeting of Stockholders or until their successors shall have been
elected and qualified;
(b) To consider ratification of the appointment of BDO Seidman, LLP as
auditors for fiscal year 2000; and
(c) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed December 3, 1999 as the record date for
the determination of stockholders entitled to vote at the Annual Meeting of
Stockholders. Only stockholders of record at the close of business on that date
will be entitled to notice of and to vote at the meeting. The stock transfer
records of Wegener Corporation will not be closed.
A proxy statement and a proxy solicited by the Board of Directors, together
with a copy of the 1999 Annual Report to Stockholders are enclosed herewith.
Stockholders are cordially invited to attend the Annual Meeting. Whether or not
you expect to attend the meeting in person, you are requested to sign and date
the enclosed proxy and return it as promptly as possible in the accompanying
envelope. If you attend the meeting, you may, if you wish, withdraw your proxy
and vote in person.
By Order of the Board of Directors
J. Elaine Miller
Secretary
Duluth, Georgia
December 10, 1999
PLEASE PROMPTLY COMPLETE AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
<PAGE>
WEGENER CORPORATION
11350 Technology Circle
Duluth, Georgia 30097
PROXY STATEMENT
For the Annual Meeting of Stockholders
of Wegener Corporation
To Be Held on January 25, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies to be voted at the Annual Meeting of Stockholders of Wegener Corporation
(the "Company") to be held on Tuesday, January 25, 2000. This Proxy Statement
is first being mailed to stockholders on or about December 10, 1999.
The enclosed proxy is solicited by the Board of Directors of the Company
and will be voted at the Annual Meeting and any adjournment of the meeting. The
proxy may be revoked at any time before it is exercised by delivering a written
revocation to the Secretary of the Company or by voting at the meeting in person
or by delivering to the Secretary of the Company a new proxy properly executed
and bearing a later date. The items enumerated herein constitute the only
business which the Board of Directors intends to present or knows will be
presented at the meeting. However, the proxy confers discretionary authority
upon the persons named therein, or their substitutes, with respect to any other
business which may properly come before the meeting. Abstentions and broker
non-votes will not be counted as votes either in favor of or against the matter
with respect to which the abstention or broker non-vote relates; however, with
respect to any matter other than the election of directors, an abstention or
broker non-vote would have the effect of a vote against the proposal in
question.
The record date for the determination of stockholders entitled to vote at
the Annual Meeting has been set at December 3, 1999. As of November 30, 1999,
the Company had outstanding 11,771,016 shares of common stock, $.01 par value.
Each share is entitled to one vote. A majority of the shares of common stock
outstanding must be present, in person or by proxy, to constitute a quorum.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of November 30, 1999
with respect to ownership of the outstanding common stock of the Company by (i)
all persons known to the Company to own beneficially more than five percent (5%)
of the outstanding common stock of the Company, including their address, (ii)
each director and executive officer of the Company and (iii) all directors and
executive officers of the Company as a group:
<PAGE>
<TABLE>
<CAPTION>
Amount
and
Nature of Percent
Director Beneficial of
Name Since Ownership/(1)/ Class
- ----------------- --------------- ---------------------- ---------------
<S> <C> <C> <C>
Robert A. Placek 1987 1,851,281/(2)/ 15.3%
James H. Morgan, Jr. 1987 88,000/(3)/ *
C. Troy Woodbury, Jr. 1989 92,047/(4)/ *
Joe K. Parks 1992 18,000/(5)/ *
Thomas G. Elliot 1998 12,000/(6)/ *
Keith N. Smith 1999 37,500/(7)/ *
James T. Traicoff N/A 36,327/(8)/ *
All executive officers and directors as a
group (7 persons) 2,135,155/(9)/ 17.6%
</TABLE>
- -------------------------
*Less than 1%
/(1)/ Includes stock options currently exercisable or exercisable within 60 days
of the record date.
/(2)/ Includes 11,211 shares held in a 401(k) plan and stock options to purchase
153,000 shares. Mr. Placek's business address is 11350 Technology Circle,
Duluth, Georgia 30097.
/(3)/ Includes stock options to purchase 20,000 shares.
/(4)/ Includes 5,547 shares held in a 401(k) plan and 86,500 shares subject to
stock options.
/(5)/ Includes stock options to purchase 14,000 shares.
/(6)/ Includes stock options to purchase 12,000 shares.
/(7)/ Represents shares subject to stock options.
/(8)/ Includes 10,077 shares held in a 401(k) plan and 18,250 shares subject to
stock options.
/(9)/ Includes 26,835 shares held in a 401(k) plan and 331,250 shares subject to
stock options.
-2-
<PAGE>
AGENDA ITEM ONE
ELECTION OF DIRECTORS
The Company's Board of Directors presently consists of six directors,
elected to staggered three-year terms.
On March 17, 1999, the Board of Directors voted to increase the size of the
Board by one position and elected Keith N. Smith, President of Wegener
Communications, Inc., as a Class II director. The terms of Robert A. Placek and
Keith N. Smith will expire at the upcoming Annual Meeting of Stockholders. The
Board of Directors has nominated Messrs. Placek and Smith for re-election as
Class II directors of the Company to serve for a term of three years, expiring
in January 2003. Unless otherwise directed, the proxies will be voted at the
meeting for the election of the foregoing nominees or, in the event of any
unforeseen contingency, for different persons as substitutes. THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE FOREGOING NOMINEES.
Robert A. Placek, age 61, Class II director, has served as a director of
the Company since August 1987, as Chairman of the Board of Directors since May
1994 and as President and Chief Executive Officer since August 1987. Mr. Placek
served as President of Wegener Communications, Inc. ("WCI"), a subsidiary of the
Company, from 1979 to June 1998, and has served as Chairman of the Board and
Chief Executive Officer and as a director of WCI since 1979.
Keith N. Smith, age 41, Class II director, has served as a director of the
Company since March 1999 and as President of WCI since June 1998. Mr. Smith
served as Vice President, Business Development of WCI from March 1997 to June
1998. Mr. Smith was a co-founder and Vice President/General Manager of
Microspace Communications Corporation from April 1989 through May 1995. From
June 1995 through February 1997, Mr. Smith and his spouse pursued a sailing
sabbatical.
The directors whose terms do not expire with the upcoming Annual Meeting
are as follows:
C. Troy Woodbury, Jr., age 52, Class I director, has served as Treasurer
and Chief Financial Officer of the Company since June 1988, and as a director of
the Company since December 1989. He also has served as Treasurer of WCI since
September 1992, as Executive Vice President of WCI from July 1995 to June 1998
and as Chief Operating Officer of WCI from September 1992 to June 1998. Prior
to joining the Company in 1988, Mr. Woodbury served as Group Controller for
Scientific-Atlanta, Inc. from March 1975 to June 1988. His term of office
expires in 2002.
Joe K. Parks, age 64, retired, Class I director, served as Laboratory
Director, Threat Systems Development Laboratory of the Georgia Tech Research
Institute, a department of the Georgia Institute of Technology, from 1980 to
July 1996. The principal business of the Threat Systems Development Laboratory
is to design and manufacture radar systems which simulate enemy threats. Mr.
Parks has served as a director of the Company since May 1992. His term of
office expires in 2002.
Thomas G. Elliot, age 57, Class III director, has served as a director of
the Company since September 1998 and as Senior Vice President, Technical
Projects, at CableLabs (Cable Television Laboratories, Inc.), a research and
development consortium of cable television system operators representing most of
the cable subscribers in North America, since July 1997. From 1993 to July
1997, Mr. Elliot served as a Senior Vice President of Telecommunications, Inc.
His term of office expires in 2001.
-3-
<PAGE>
James H. Morgan, Jr., age 59, Class III director, was an attorney and
shareholder of O'Callaghan, Saunders & Stumm, P.A., Atlanta, Georgia, from 1985
to October 1990, at which time he joined the firm of Smith, Gambrell & Russell,
LLP, Atlanta, Georgia, as a partner. Smith, Gambrell & Russell, LLP currently
acts as general counsel to the Company and receives fees for services rendered.
Mr. Morgan has served as a director of the Company since 1987. His term of
office expires in 2001.
Committees of the Board of Directors
The Board of Directors has standing Audit, Executive and Compensation, and
Incentive Plan Committees. The Audit Committee is composed of Messrs. Placek,
Parks and Morgan and held four meetings during the fiscal year ended September
3, 1999. The function of the Audit Committee is to consult with the auditors
regarding the plan of audit, the results of the audit and audit controls, and
the adequacy of internal accounting controls. The Audit Committee considers the
scope, approach, effectiveness and recommendations of the audit performed by the
independent accountants; determines and prescribes limits upon the types of non-
audit professional services that may be provided by the independent accountants
without adverse effect on the independence of such accountants; recommends the
appointment of independent accountants; and considers significant accounting
methods adopted or proposed to be adopted.
The Executive and Compensation Committee is composed of Messrs. Placek and
Morgan and held one meeting by unanimous written consent during the fiscal year
ended September 3, 1999. The function of the Executive and Compensation
Committee is to recommend to the full Board compensation arrangements for the
Company's senior management and the adoption of any benefit plans in which
officers and directors are eligible to participate.
The Incentive Plan Committee is composed of Messrs. Morgan and Parks and
acted two times by unanimous written consent during the fiscal year ended
September 3, 1999. The Incentive Plan Committee is responsible for recommending
the key employees who will receive awards under the 1988 Incentive Plan, the
1989 Directors' Incentive Plan and the 1998 Incentive Plan, the award amount or
number of shares of stock to be granted, and the terms and conditions of each
award.
The Board of Directors does not have a standing nominating committee.
Meetings of the Board of Directors
The Board of Directors of the Company held two meetings and acted four
times by unanimous written consent during the fiscal year ended September 3,
1999. During fiscal 1999, each director attended all meetings of the Board of
Directors and Committee(s) on which he served.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons who own more than 10% of the outstanding
common stock of the Company to file with the Securities and Exchange Commission
reports of changes in ownership of the common stock of the Company held by such
persons. Officers, directors and greater than 10% stockholders are also
required to furnish the Company with copies of all forms they file under this
regulation. To the Company's knowledge, based solely on a review of copies of
such reports furnished to the Company and representations that no other reports
were required, during fiscal 1999, all Section 16(a) filing requirements
applicable to its officers and directors were complied with, except as follows:
Messrs. Woodbury, Smith,
-4-
<PAGE>
Parks, Elliot and Morgan filed one report on Form 5 late reporting certain stock
option grants; also, James T. Traicoff, Controller of the Company, filed one
report on Form 5 late reporting a stock option grant.
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each other executive officer of the Company or WCI
whose total annual salary and bonus exceeded $100,000 (the "Named Executive
Officers") for the fiscal years ended September 3, 1999, August 28, 1998 and
August 29, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-----------------------------
Awards
- --------------------------------------------------------------------------------------------------------------------------
Name Other Restricted All
and Annual Stock Options/ Other
Principal Fiscal Salary Bonus Compensation Award(s) SARs Compensation
Position Year ($) ($) ($) ($) (#) ($)(a)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert A. Placek 1999 179,078 -0- -0- -0- -0- 22,924
Chairman of the Board, 1998 178,209 10,331 -0- -0- -0- 20,541
President and Chief 1997 174,062 -0- -0- -0- 153,000/(b)/ 19,420
Executive Officer; Director
C. Troy Woodbury, Jr. 1999 131,424 -0- -0- -0- 30,000/(c)/ 4,800
Treasurer and Chief 1998 130,786 7,582 -0- -0- 40,000 4,000
Financial Officer; 1997 127,796 -0- 62,875/(d)/ -0- 40,000/(b)/ 2,400
Director
Keith N. Smith/(e)/ 1999 140,000 -0- -0- -0- 25,000 -0-
President of WCI 1998 108,333 25,000 -0- -0- 45,000 -0-
1997 54,167 12,500 -0- -0- 30,000 -0-
</TABLE>
_______________________
-5-
<PAGE>
(a) Represents amounts contributed by the Company pursuant to the
Company's 401(k) plan and life insurance premiums paid by the
Company, as follows:
<TABLE>
<CAPTION>
Insurance
Name Fiscal Year Premiums 401(k) Contributions
---- ----------- --------- --------------------
<S> <C> <C> <C>
Robert A. Placek 1999 $ 17,055 $ 5,869
1998 17,055 3,486
1997 17,055 2,365
C. Troy Woodbury, Jr. 1999 -0- 4,800
1998 -0- 4,000
1997 -0- 2,400
Keith N. Smith 1999 -0- -0-
1998 -0- -0-
1997 -0- -0-
</TABLE>
____________________________
(b) Represents options which were regranted in fiscal 1997 in
consideration of the surrender and cancellation of
previously granted options to purchase the same number of
shares. See "Report on Repricing of Options."
(c) Of this amount, 20,000 shares represent options which were
regranted in fiscal 1999 in consideration of the surrender
and cancellation of previously granted options to purchase
the same number of shares. See "Report on Repricing of
Options."
(d) Represents a tax reimbursement of $57,925 due to the
exercise of options under the 1989 Directors' Incentive
Plan. The amount shown for fiscal 1997 relates to the
exercise of stock options in fiscal 1996. The remaining
balance of $4,950 represents automobile expenses paid by the
Company.
(e) Mr. Smith joined the Company during fiscal 1997.
-6-
<PAGE>
Stock Option Plan
The following table provides certain information regarding options
which were granted to the Named Executive Officers during the fiscal year ended
September 3, 1999 pursuant to the Company's Incentive Plans:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term/(1)/
- -------------------------------------------------------------------------------------------------------------------
Number of % Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted Fiscal Year Per Share Date 5% 10%
----------- ---------- ------------ --------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Placek 0 0% $ -- -- $ -- $ --
C. Troy Woodbury, Jr. 20,000/(2)/ 6.2% 1.40625 1/28/08 45,813 72,949
10,000/(3)/ 3.1% 1.469 4/20/09 23,928 38,102
Keith N. Smith 25,000/(3)/ 7.7% 1.469 4/20/09 59,821 95,255
</TABLE>
____________________________________
/(1)/ The dollar amounts under these columns represent the
potential realizable value of each option assuming that the market price
of the Common Stock appreciates in value from the date of grant at the
5% and 10% annual rates prescribed by regulation and therefore are not
intended to forecast possible future appreciation, if any, of the price
of the Common Stock.
/(2)/ These options were granted in consideration of the
cancellation of previously granted options for an equal number of
shares, are immediately exercisable and have a tax reimbursement
feature. See "Report on Repricing of Options."
/(3)/ These options vest in full one year from the date of grant
and have a tax reimbursement feature.
The following table provides certain information concerning
each exercise of stock options under the Company's Incentive Plans during
the fiscal year ended September 3, 1999, by the Named Executive Officers
and the fiscal year end value of unexercised options held by such
persons:
-7-
<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Shares Year End Year End
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable/(1)/
---- ----------- -------- ------------- ------------------
<S> <C> <C> <C> <C>
Robert A. Placek 0 $0 153,000/0 $ 47,813/$0
C. Troy Woodbury, Jr. 0 0 81,500/25,000 $ 34,437/$7,498
Keith N. Smith 0 0 26,250/73,750 $ 8,203/$22,259
</TABLE>
________________
/(1)/ The market value of the Company's common stock on September 3, 1999 was
$1.75 per share. The actual value, if any, an executive may realize will
depend upon the amount by which the market price of the Company's common
stock exceeds the exercise price when the options are exercised.
Report on Repricing of Options
On September 16, 1998, the Company granted to certain executive officers
and other employees of the Company, options to purchase an aggregate of
125,000 shares of common stock of the Company. In connection therewith,
these officers and employees forfeited previously granted options to
purchase an aggregate of 125,000 shares of common stock. The following
table provides certain information concerning all such repricing of
options held by any executive officer of the Company during the past ten
fiscal years:
-8-
<PAGE>
Ten-Year Option/SAR Repricings
<TABLE>
<CAPTION>
Length of
Number of Original Option
Securities Market Price Exercise Term
Underlying of Stock Price at Remaining at
Options at Time of Time of New Date of
Date of Repriced or Repricing or Repricing or Exercise Repricing or
Name Repricing Amended Amendment Amendment Price Amendment
---- --------- ----------- ------------ ------------ -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Placek 5/02/97 153,000 $ 1.4375 $ 3.00 $ 1.4375 7.76
Chairman of the
Board and President
C. Troy Woodbury, 9/16/98 20,000 1.40625 2.00 1.40625 9.87
Jr., Treasurer and 5/02/97 20,000 1.4375 1.50 1.4375 7.47
Chief Financial 5/02/97 20,000 1.4375 7.00 1.4375 8.18
Officer 1/22/91 5,000 0.4375 3.625 0.4375 7.39
1/22/91 5,000 0.4375 3.375 0.4375 8.02
James T. Traicoff 9/16/98 5,000 1.40625 2.00 1.40625 4.87
Controller 5/02/97 4,500 1.4375 1.50 1.4375 2.46
E. Kennette Hatcher 1/22/91 5,000 0.4375 4.00 0.4375 0.62
Vice President 1/22/91 10,000 0.4375 2.75 0.4375 1.86
</TABLE>
See "Report of the Board of Directors on Executive Compensation" for an
explanation of the cancellation and regrant of options to officers and
employees.
Compensation of Directors
The compensation currently payable to each non-employee director of the
Company is $300 per meeting attended. However, Mr. Morgan presently does not
receive director's fees. The law firm of which Mr. Morgan is a partner
receives legal fees for services rendered to the Company. Pursuant to the 1998
Incentive Plan, each non-employee director receives an option to purchase
2,000 shares of common stock on the last day of December of each year at an
exercise price equal to the fair market value on such date. These options are
exercisable for ten years and have a tax reimbursement feature. During fiscal
1999, Messrs. Morgan, Elliot and Parks each were granted an option to purchase
2,000 shares at an exercise price of $1.781.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
The law firm of Smith, Gambrell & Russell, LLP, of which James H. Morgan,
Jr. is a partner, received legal fees from the Company for services rendered
during fiscal 1999. Mr. Morgan is a director of the Company and served as a
member of the Executive and Compensation Committee during fiscal 1999. The
Executive and Compensation Committee is comprised of Mr. Morgan and Robert A.
Placek, Chairman of the Board, President and Chief Executive Officer of the
Company. This Committee acted one time by unanimous written consent during
fiscal 1999. See "Report of Board of Directors on Executive Compensation."
The Company believes that the above described transactions are on terms no
less favorable to the Company than could be obtained from non-affiliated
parties.
-9-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Compensation Committee Interlocks and Insider Participation in
Compensation Decisions" which describes certain business relationships between
the Company and certain of its directors.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this proxy statement, in whole or in part, the following Report of the
Board of Directors on Executive Compensation and the Stockholder Return
Performance Graph shall not be incorporated by reference into any such filings.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Company has an Executive and Compensation Committee comprised of the
Chief Executive Officer and one non-employee director of the Company. However,
this report is being made by the full Board of Directors, which authorized and
approved all components of executive compensation.
From September 1991 to May 1995, there were no increases in base salary to
the President and Chief Executive Officer, the Chairman of the Board or the
Chief Financial Officer of the Company. In June 1995, the Chief Executive
Officer and the Chief Financial Officer received a 22% and 32.8% base salary
increase, respectively; in July 1996, the Chief Executive Officer and the Chief
Financial Officer received a 4.5% and 5.0% base salary increase, respectively;
and in November 1997, the Chief Executive Officer and Chief Financial Officer
each received a 3% cost of living increase. Bonuses were paid to the Named
Executive Officers as well as to all other employees during fiscal 1998. No
increases in compensation were made to any executive officer during fiscal 1999,
except to James T. Traicoff, Controller of the Company. See "Executive
Compensation." The Executive and Compensation Committee and the full Board of
Directors review the performance of the Chief Executive Officer as well as the
other executive officers of the Company, and the full Board of Directors has
historically authorized and approved increases in salary or other cash
compensation awards. The performance of the Chief Executive Officer and the
other executive officers of the Company is reviewed in light of the performance
of the Company and the Company's working capital position and prospects. The
Board of Directors does not assign relative weights to the factors considered by
the Board in setting compensation, but rather considers all factors as a whole.
In determining compensation levels, the Board of Directors has not set specific
performance targets for officers to attain in order to earn any specific
component of compensation.
The Executive and Compensation Committee and the Board of Directors also
consider other companies in the telecommunications industry and review, to the
extent such information is available, the compensation paid to the Chief
Executive Officers and other executive officers of those companies. As a result
of such review, the Board of Directors has concluded that the compensation
levels of the Company's Chief Executive Officer and other executive officers are
in the lower range of compensation paid by comparably situated companies. The
Board of Directors considered the competitiveness of the entire compensation
package to its officers and not only certain items of compensation.
At the present time, the Company has the 1998 Incentive Plan for the purpose
of awarding options and other compensation to its directors, executive officers
and other key employees. In September 1998, the Incentive Plan Committee
approved the grant of certain replacement stock options in consideration of the
cancellation of previously granted options ("Replacement Options"), due to the
fact that the previously granted options were at exercise prices higher than the
Company's then current market price. The
-10-
<PAGE>
Committee determined to grant the Replacement Options to officers and employees
in order to provide an opportunity to the recipients of the options to realize a
future compensation benefit from the grant of such options. The Replacement
Options carry the original expiration dates related to the previously granted
options. See "Executive Compensation."
The Company's future compensation policies will be developed in light of the
Company's profitability and with the goal of rewarding members of management for
their contributions to the Company's success.
Robert A. Placek Joe K. Parks
C. Troy Woodbury, Jr. Thomas G. Elliot
James H. Morgan, Jr. Keith N. Smith
-11-
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Company's common stock against
the cumulative total return of the Nasdaq Stock Market (U.S. Companies) and the
Index for the Nasdaq Telecommunications Stocks for the period of five fiscal
years commencing September 3, 1994 and ending September 3, 1999. The graph
assumes that the value of the investment in the Company's common stock and each
index was $100 on September 3, 1994.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG WEGENER COMMUNICATIONS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ TELECOMMUNICATIONS INDEX
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Cumulative Total Return
------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
9/2/94 9/1/95 8/30/96 8/29/97 8/28/98 9/3/99
WEGENER CORPORATION $ 100 $ 662 $ 369 $ 112 $ 100 $ 108
NASDAQ STOCK MARKET (U.S.) 100 136 153 214 221 389
NASDAQ TELECOMMUNICATIONS STOCKS 100 120 121 149 215 385
</TABLE>
-12-
<PAGE>
AGENDA ITEM TWO
APPOINTMENT OF AUDITORS
The firm of BDO Seidman, LLP, independent certified public accountants,
audited the financial statements of the Company for the fiscal year ended
September 3, 1999. The Board of Directors has selected this same firm to audit
the accounts and records of the Company for the current fiscal year and proposes
that the stockholders ratify this selection at the Annual Meeting. Neither such
firm nor any of its members or associates has or has had during the past year
any financial interest in the Company, direct or indirect, or any relationship
with the Company other than in connection with their duties as auditors and
income tax preparers.
Stockholder ratification of this appointment is not required. Management
has submitted this matter to the stockholders because it believes the
stockholders' views on the matter should be considered, and if the proposal is
not approved, management may reconsider the appointment. Representatives of BDO
Seidman, LLP are expected to be present at the Annual Meeting to respond to
stockholders' questions and will have an opportunity to make any statements they
consider appropriate.
ANNUAL REPORT TO STOCKHOLDERS AND REPORT ON FORM 10-K
Additional information concerning the Company, including financial
statements of the Company, is provided in the Company's 1999 Annual Report to
Stockholders that accompanies this proxy statement. The Company's Annual Report
on Form 10-K for the year ended September 3, 1999, as filed with the Securities
and Exchange Commission, is available to stockholders who make a written request
therefor to Mr. James T. Traicoff, Controller, at the offices of the Company,
11350 Technology Circle, Duluth, Georgia 30097. Copies of exhibits filed with
that report or referenced therein will be furnished to stockholders of record
upon request and payment of the Company's expenses in furnishing such documents.
STOCKHOLDERS' PROPOSALS FOR 2001 ANNUAL MEETING
Stockholders may submit proposals appropriate for stockholder action at the
Company's Annual Meeting consistent with the regulations of the Securities and
Exchange Commission. Proposals by stockholders intended to be presented at the
2001 Annual Meeting must be received by the Company no later than August 9, 2000
in order to be included in the Company's proxy materials for that meeting. Such
proposals should be directed to Wegener Corporation, Attention: Corporate
Secretary, 11350 Technology Circle, Duluth, Georgia 30097. In connection with
the Company's Annual Meeting of Stockholders to be held in 2001, if the Company
does not receive notice of a matter or proposal to be considered by October 23,
2000, then the persons appointed by the Board of Directors to act as the proxies
for such Annual Meeting (named in the form of proxy) will be allowed to use
their discretionary voting authority with respect to any such matter or proposal
at the Annual Meeting, if such matter or proposal is raised at that Annual
Meeting. Any such proposals must comply in all respects with the rules and
regulations of the Securities and Exchange Commission.
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<PAGE>
GENERAL
The cost of this proxy solicitation will be paid by the Company.
Solicitations will be made by mail but in some cases may also be made by
telephone or personal call of officers, directors or regular employees of the
Company who will not be specially compensated for such solicitation. The Company
will also pay the cost of supplying necessary additional copies of the
solicitation material and the Company's Annual Report to Stockholders for
beneficial owners of shares held of record by brokers, dealers, banks and voting
trustees and their nominees, and upon request, the Company will pay the
reasonable expenses of record holders for mailing such materials to the
beneficial owners.
Management knows of no other matters to be acted upon at the meeting.
However, if any other matter is lawfully brought before the meeting, the shares
covered by your proxy will be voted thereon in accordance with the best judgment
of the persons acting under such proxy.
In order that your shares may be represented if you do not plan to attend
the meeting, and in order to assure a required quorum, please sign, date and
return your proxy promptly. In the event you are able to attend, we will, if you
request, cancel the proxy.
By Order of the Board of Directors,
J. Elaine Miller
Secretary
December 10, 1999
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<PAGE>
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WEGENER CORPORATION
This Proxy is solicited on behalf of the Board of Directors for use at the
2000 Annual Meeting of Stockholders to be held on January 25, 2000 at 7:00
p.m., Eastern Standard Time.
The undersigned hereby appoints Robert A. Placek and C. Troy Woodbury, Jr.
and each of them, attorneys and proxies with full power to each of
substitution, to vote in the name of and as proxy for the undersigned at the
Annual Meeting of Stockholders of Wegener Corporation (the "Company") to be
held on Tuesday, January 25, 2000 at 7:00 p.m., local time, at the offices of
the Company, 11350 Technology Circle, Duluth, Georgia 30097, and at any
adjournment thereof, according to the number of votes that the undersigned
would be entitled to cast if personally present, on the following matters:
(1) To elect the following nominees as Class II directors to serve until the
2003 Annual Meeting of Stockholders and until their successors are elected
and qualified:
Robert A. Placek Keith N. Smith
[_] FOR the nominees listed above [_] WITHHOLD AUTHORITY to
(except as indicated to the contrary below) vote for the nominees
(To withhold authority to vote for any individual nominee(s), write that
nominee's name(s) on the line below:)
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(2) To ratify the appointment of BDO Seidman, LLP as auditors for the Company
and its subsidiaries for the fiscal year 2000; and
[_] FOR [_] AGAINST [_] ABSTAIN
(3) To transact and to vote in favor of or against such other business as may
properly come before the meeting or any adjournment thereof.
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<PAGE>
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PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE GIVEN, SUCH PROXIES WILL BE
VOTED FOR THE NOMINEES REFERRED TO IN PARAGRAPH (1) AND FOR THE
PROPOSITIONS REFERRED TO IN PARAGRAPHS (2) AND (3).
The undersigned revokes all prior
proxies to vote the shares covered
by this proxy.
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Signature
------------------------------------
Signature
Date: ______________________________
(When signing as attorney,
executor, administrator, trustee or
guardian, please give title as
such. If stockholder is a
corporation, corporate name should
be signed by an authorized officer
and the corporate seal affixed. For
joint accounts, each joint owner
should sign.)
PLEASE SIGN, DATE AND MAIL THIS
PROXY PROMPTLY IN THE ENCLOSED
REPLY ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED
STATES.
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