SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
WEGENER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JANUARY 23, 2001
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 23, 2001 at 7:00 p.m., Eastern Standard Time,
for the following purposes:
(a) To elect two Class III directors to hold office until the 2004 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 2001; 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 4, 2000 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 2000 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 13, 2000
PLEASE PROMPTLY COMPLETE AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
-1-
<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 23, 2001
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 23, 2001. This Proxy
Statement is first being mailed to stockholders on or about December 13, 2000.
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 4, 2000. As of November 30, 2000,
the Company had outstanding 11,865,478 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,
2000 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:
-1-
<PAGE>
AMOUNT
AND
NATURE OF PERCENT
DIRECTOR BENEFICIAL OF
NAME SINCE OWNERSHIP(1) CLASS
-------------------------- ---------- -------------- -------
Robert A. Placek 1987 1,851,032(2) 15.3%
James H. Morgan, Jr. 1987 90,000(3) *
C. Troy Woodbury, Jr. 1989 128,720(4) 1.1%
Joe K. Parks 1992 17,000(5) *
Thomas G. Elliot 1998 14,000(6) *
Keith N. Smith 1999 121,250(7) 1.0%
James T. Traicoff N/A 29,930(8) *
All executive officers and
directors as a
group (7 persons) 2,251,932(9) 18.6%
--------------------------
* Less than 1%
(1) Includes stock options currently exercisable or exercisable within 60 days
of the record date.
(2) Includes 12,962 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 22,000 shares.
(4) Includes 7,220 shares held in a 401(k) plan and 121,500 shares subject to
stock options.
(5) Includes stock options to purchase 16,000 shares.
(6) Represents stock options to purchase common stock.
(7) Represents stock options to purchase common stock.
(8) Includes 1,680 shares held in a 401(k) plan and 13,750 shares subject to
stock options.
(9) Includes 21,862 shares held in a 401(k) plan and 461,500 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.
The terms of Thomas G. Elliot and James H. Morgan, Jr. will expire at
the upcoming Annual Meeting of Stockholders. The Board of Directors has
nominated Messrs. Elliot and Morgan for re-election as Class III directors of
the Company to serve for a term of three years, expiring in January 2004. 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.
THOMAS G. ELLIOT, age 58, 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.
JAMES H. MORGAN, JR., age 60, 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.
The directors whose terms do not expire with the upcoming Annual
Meeting are as follows:
ROBERT A. PLACEK, age 62, 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. His term of
office expires in 2003.
KEITH N. SMITH, age 42, 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. His term of office expires in 2003.
C. TROY WOODBURY, JR., age 53, 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 since July 1995 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.
-3-
<PAGE>
JOE K. PARKS, age 65, 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.
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.
Elliot, Parks and Morgan and held one meeting and acted one time by unanimous
consent during the fiscal year ended September 1, 2000. 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 acted one time by unanimous written consent during the fiscal
year ended September 1, 2000. 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 four times by unanimous written consent during the fiscal year ended
September 1, 2000. 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.
AUDIT COMMITTEE REPORT
For the fiscal year ended September 1, 2000, the Audit Committee has
reviewed and discussed the audited financial statements with management, has
discussed with the independent auditors the matters required to be discussed by
SAS 61 and has received the written disclosures and a letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees). The Audit Committee has
discussed with the independent accountants the independence of the independent
accountants. Based on the foregoing meetings, reviews and discussions, the Audit
Committee recommended to the Board of Directors that the audited financial
statements for fiscal 2000 be included in the Company's Annual Report on Form
10-K for filing with the Securities and Exchange Commission.
This report is submitted by each member of the Company's Audit
Committee, as follows:
THOMAS G. ELLIOT JOE K. PARKS JAMES H. MORGAN, JR.
-4-
<PAGE>
The Board of Directors of the Company has adopted a written charter
for the Audit Committee, a copy of which is included as Appendix A to this Proxy
Statement. The members of the Audit Committee are independent, as such term is
defined by Rule 4200(a)(14) of the National Association of Securities Dealers'
listing standards.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held two meetings and acted two
times by unanimous written consent during the fiscal year ended September 1,
2000. During fiscal 2000, 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 2000, all Section 16(a) filing requirements
were complied with by its officers and directors.
-5-
<PAGE>
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 $100,000 (the "Named Executive
Officers") for the fiscal years ended September 1, 2000, September 3, 1999 and
August 28, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term
Compensation
---------------------
Awards
----------
Name Other Restricted All
and Annual Stock Options/ Other
Principal Fiscal Salary Bonus Compensation Award(s) SARs Compensation
Position Year ($) ($) ($) ($) (#) ($)(a)
------------------------------- ------ ------- ------- ------------ ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert A. Placek 2000 179,078 -0- -0- -0- -0- 22,215
Chairman of the Board, 1999 179,078 -0- -0- -0- -0- 22,924
President and Chief 1998 178,209 10,331 -0- -0- -0- 20,541
Executive Officer; Director
C. Troy Woodbury, Jr. 2000 131,424 -0- -0- -0- 20,000 5,300
Treasurer and Chief 1999 131,424 -0- -0- -0- 30,000(b) 4,800
Financial Officer; 1998 130,786 7,582 -0- -0- 40,000 4,000
Director
Keith N. Smith 2000 140,000 -0- -0- -0- 40,000 -0-
President of WCI 1999 140,000 -0- -0- -0- 25,000 -0-
1998 108,333 25,000 -0- -0- -0-
-------------------------------
</TABLE>
(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:
Insurance
Name Fiscal Year Premiums 401(k) Contributions
---- ----------- -------- --------------------
Robert A. Placek 2000 $17,055 $ 5,160
1999 17,055 5,869
1998 17,055 3,486
C. Troy Woodbury, Jr. 2000 -0- 5,300
1999 -0- 4,800
1998 -0- 4,000
-------------------------------
(b) 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.
-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 1, 2000 pursuant to the Company's Incentive Plans:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
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) 7.2% 2.3125 1/1/10 $ 29,086 $ 46,250
Keith N. Smith 40,000(2) 14.4% 2.3125 1/1/10 $ 58,137 $ 92,500
--------------------
</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 vest in full one year from the date of grant and have a tax
reimbursement feature.
-7-
<PAGE>
The following table provides certain information concerning each
exercise of stock options under the Company's Incentive Plans during the fiscal
year ended September 1, 2000, by the Named Executive Officers and the fiscal
year end value of unexercised options held by such persons:
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 $153,000/$0
C. Troy Woodbury, Jr. 0 0 121,500/5,000 115,654/5,000
Keith N. Smith 0 0 121,250/18,750 85,463/18,750
---------------------
</TABLE>
(1) The market value of the Company's common stock on September 1, 2000 was
$2.4375 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.
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 2000, each of Messrs.
Morgan, Elliot and Parks was granted an option to purchase 2,000 shares at an
exercise price of $2.3125.
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 2000. Mr. Morgan is a director of the Company and served
as a member of the Executive and Compensation Committee during fiscal 2000. 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 2000. 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.
-8-
<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.
No increases in compensation were made to any executive officer during
fiscal 2000 and no bonuses were paid to the Named Executive Officers. 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 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."
-9-
<PAGE>
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
-10-
<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 1, 1995 and ending September 1, 2000. The graph
assumes that the value of the investment in the Company's common stock and each
index was $100 on September 1, 1995.
CUMULATIVE TOTAL RETURN
9/1/95 8/30/96 8/29/97 8/28/98 9/3/99 9/1/00
WEGENER CORPORATION $100 $ 56 $ 17 $ 15 $ 16 $ 23
NASDAQ STOCK MARKET (U.S.) 100 113 158 163 287 368
NASDAQ TELECOMMUNICATIONS 101 125 180 321 300
STOCKS
-11-
<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 1, 2000. 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 2000 Annual Report to
Stockholders that accompanies this proxy statement. The Company's Annual Report
on Form 10-K for the year ended September 1, 2000, 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 2002 Annual Meeting must be received by the Company no later
than August 12, 2001 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
2002, if the Company does not receive notice of a matter or proposal to be
considered by October 26, 2001, 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.
-12-
<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 13, 2000
-13-
<PAGE>
APPENDIX A
WEGENER CORPORATION
AUDIT COMMITTEE CHARTER
ORGANIZATION
The Audit Committee of Wegener Corporation (the "Corporation") shall
be composed of at least three members of the Board of Directors of the
Corporation (the "Board"), each of whom is outside of the management of the
Corporation and is free of any relationship that, in the opinion of the Board,
would interfere with his or her exercise of independent judgment as an Audit
Committee member. In accordance with the requirements of the National
Association of Securities Dealers, Inc. (the "NASD"), each member of the Audit
Committee must have a minimum level of financial literacy, and one member must
have accounting or financial management experience resulting in the individual's
financial sophistication. The Audit Committee shall annually elect from among
its members a Chairman, who shall preside over meetings of the Audit Committee.
STATEMENT OF POLICY
The Audit Committee shall provide assistance to the Board in
fulfilling its responsibility to the shareholders, potential shareholders and
the investment community relating to the Corporation's accounting and financial
reporting practices, and the quality and integrity of the Corporation's
financial statements.
RESPONSIBILITIES
In furtherance of the policy of the Audit Committee, it will be the
responsibility of the Audit Committee to:
o maintain free and open means of communication among Board members, the
outside auditors, the internal auditors and the financial management of the
Corporation.
o select and appoint the outside auditors, which firm is ultimately
accountable to the Audit Committee and the Board.
o evaluate the performance of the outside auditors and, if the Audit
Committee deems it to be in the best interests of the Corporation, replace
the outside auditors.
o confirm and assure the independence of the outside auditors, and in
connection therewith, review the fees paid to the outside auditors for both
audit and non-audit services.
A-1
<PAGE>
o obtain, annually, a formal written statement from the outside auditors
consistent with Independence Standards Board Standard No. 1, delineating
relationships between the outside auditors and the Corporation, and
actively engage in dialogue with the outside auditors regarding matters
that might reasonably be expected to affect their independence.
o meet with the outside auditors and financial management of the Corporation
during the fourth quarter of the fiscal year to review the scope of the
proposed annual audit and the audit procedures to be utilized. This meeting
will include the attendance of the Chairman of the Committee only.
o discuss with the outside auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 relating to the conduct of the
audit.
o review, with the outside auditors and the Corporation's financial and
accounting personnel, the adequacy and effectiveness of the accounting and
financial controls of the Corporation, and elicit any recommendations for
the improvement of such internal control procedures or particular areas
where new or more detailed controls or procedures are desirable. Particular
emphasis should be given to the adequacy of such internal controls to
expose any payments, transactions or procedures that might be deemed
illegal or otherwise improper.
o review with management and the outside auditors:
- the Corporation's annual financial statements and related footnotes,
prior to filing by the Corporation of the Form 10-K with the
Securities and Exchange Commission;
- the outside auditors' annual audit of the financial statements and
their report thereon prior to the issuance of such report;
- any problems or difficulties the outside auditors may have encountered
and any management letter provided by the outside auditors and the
Corporation's response to any such letter;
- any significant changes to the Corporation's auditing and accounting
principles and practices suggested by the Corporation's outside
auditors or by management; and
- at periodic meetings with management, the Corporation's major
financial risk exposures and the steps management has taken to monitor
and control such exposures.
o provide sufficient opportunity for the outside auditors to meet with the
members of the Audit Committee without members of management present. Among
the items to be discussed in these meetings are the outside auditors'
evaluation of the Corporation's financial, accounting and auditing
personnel, and the cooperation that the outside auditors received during
the course of the audit.
A-2
<PAGE>
o investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.
o ensure that the outside auditors conduct a review in accordance with
Statement on Auditing Standards No. 71 prior to each filing of the
Corporation's Form 10-Q with the Securities and Exchange Commission.
o prepare the report of the Audit Committee required pursuant to the rules
promulgated by the Securities and Exchange Commission to be included in the
Corporation's annual proxy statement.
o ensure that the Chairman of the Audit Committee, and other members of the
Committee if considered necessary, reviews with the Chief Financial Officer
and other members of management any proposed release of significant
financial information by the Corporation to the public.
o submit the minutes of all meetings of the Audit Committee to, or discuss
the matters discussed at each Audit Committee meeting with, the Board, and
make such recommendations to the Board as the Audit Committee may deem
appropriate.
o review and reassess the adequacy of this Audit Committee Charter on an
annual basis and recommend any proposed changes to the Board for adoption.
In addition, the Audit Committee will perform such other functions as
assigned by law, NASD rules, the Corporation's charter or bylaws or the Board.
While the Audit Committee has the responsibilities and powers set
forth in this charter, it is not the duty of the Committee to specifically plan
or conduct audits or to determine that the Corporation's financial statements
are complete and accurate and are in accordance with generally accepted
accounting principles. This is the responsibility of management and the outside
auditors. Nor is it the duty of the Committee to conduct investigations, to
resolve disagreements, if any, between management and the outside auditors or to
assure compliance with laws and regulations or rules of the NASD.
A-3
<PAGE>
WEGENER CORPORATION
This Proxy is solicited on behalf of the Board of Directors for use at
the 2001 Annual Meeting of Stockholders to be held on January 23, 2001 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 23, 2001 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 III directors to serve until the
2004 Annual Meeting of Stockholders and until their successors are elected
and qualified:
Thomas G. Elliot James H. Morgan, Jr.
o FOR the nominees listed above o WITHHOLD AUTHORITY to vote for
(except as indicated to the the nominees
contrary below)
(To withhold authority to vote for any individual nominee(s), write
that nominee's name(s) on the line below:)
(2) To ratify the appointment of BDO Seidman, LLP as auditors for the Company
and its subsidiaries for the fiscal year 2001; and
o FOR o AGAINST o 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.
A-4
<PAGE>
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.
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.
A-5
