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 Rule 14a-11(c) or Rule 14a-12
Sonex Research, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Stattement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
<PAGE>
SONEX RESEARCH, INC.
23 Hudson Street
Annapolis, Maryland 21401
1999 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF MEETING AND PROXY STATEMENT
To the Shareholders of Sonex Research, Inc.:
The 1999 Annual Meeting of Shareholders of Sonex Research, Inc. (the
"Corporation") will be held on Wednesday, June 16, 1999 at 10 a.m. at the Riva
Conference Facility, located in the lower level of the Nationsbank Building,
2530 Riva Road, Annapolis, Maryland. Holders of record of the Common Stock and
Preferred Stock of the Corporation at the close of business on April 30, 1999
will be entitled to notice of, and to vote at, the Annual Meeting and any
adjournment thereof. The holders of Common Stock will act upon the following
matter and such other matters as may properly come before the Annual Meeting or
any adjournment thereof:
COMMON STOCK PROPOSAL: To elect one individual to serve as a Class I
Common Stock director until the Annual Meeting of Shareholders in 2002
and until his successor is duly elected and qualified.
The holders of Preferred Stock will act upon the following matter:
PREFERRED STOCK PROPOSAL: To elect two individuals to serve as Class I
Preferred Stock directors until the Annual Meeting of Shareholders in
2002 and until their successors are duly elected and qualified.
Whether or not you plan to attend the Annual Meeting, we urge you to
complete, date and sign the enclosed Proxy or proxy voting instructions form and
return it in the accompanying envelope promptly to assure that your shares are
represented at the meeting. If no direction is indicated, returned Proxies will
be voted "FOR" the Common Stock Proposal.
Please note that the Proxy or proxy voting instructions form for shares
on deposit in an account with a financial institution such as a brokerage house
or bank (i.e., held in "street name") should not be returned to the Corporation
because street name shares are considered to be held of record by the financial
institution, which then votes the shares in accordance with instructions
received from its accountholders. The Corporation cannot accept voting
instruction forms for shares held in street name. If, however, you own shares
represented by certificates registered in your own name, you will have received
proxy material directly from the Corporation, and the accompanying Proxy return
envelope will be addressed to the Corporation. If you own some shares registered
in your name and other shares in street name, you may receive separate mailings
of proxy materials. Please be sure to use the proxy form and return envelope
supplied with each mailing.
Shareholders may attend the Annual Meeting and vote their shares in
person; however, if you hold shares in street name and wish to vote in person,
you must mark the appropriate box on the proxy voting instruction form and
return the form to the financial institution, which will then send you a Legal
Proxy to allow you to vote the shares by ballot at the Annual Meeting. If you
own shares registered in your name you may vote your shares in person at the
Annual Meeting by submitting your completed Proxy or by completing a ballot. If
you own shares registered in your name and have returned the Proxy to the
Corporation but later decide to attend the Annual Meeting in person, you may
revoke your Proxy at the Annual Meeting and cast your vote in person by ballot.
By Order of the Board of Directors
George E. Ponticas
Secretary
May 20, 1999
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Sonex Research, Inc. 1999 Proxy Statement
INTRODUCTION
This Notice of Meeting and Proxy Statement is furnished to shareholders of
Sonex Research, Inc. (the "Corporation") in connection with the solicitation of
Proxies on behalf of the Board of Directors of the Corporation for use at the
Annual Meeting of Shareholders of the Corporation to be held on June 16, 1999
for the purposes set forth on the cover page of this Notice of Meeting and Proxy
Statement. The cost of preparing, assembling and mailing of proxy materials will
be borne by the Corporation.
The Corporation will supply Proxies and proxy materials as requested to
brokerage houses and other custodians, nominees and fiduciaries for transmission
to the beneficial owners of the Corporation's Common Stock. The Corporation will
reimburse such brokerage houses and other custodians for their expenses. The
approximate mailing date of this Notice of Meeting and Proxy Statement is May
20, 1999.
QUORUM
The presence, in person or by Proxy, of the majority in number of the
outstanding shares of each of the Common Stock and the Preferred Stock as of the
record date constitutes a quorum for that class of stock. A quorum of each class
of stock is required in order for the Corporation to conduct business at the
Annual Meeting. If a quorum is attained at the Annual Meeting for each class of
stock, directors will be elected by a plurality of the shares present and
entitled to vote.
AUTHORITY GRANTED BY THE PROXY/REVOCATION OF PROXY
Unless otherwise directed by the shareholder, the shares represented by
executed Proxies returned to the Corporation will be voted "FOR" the election of
directors, and in the discretion of the Proxy holders as to other matters coming
before the Annual Meeting. A Proxy may be revoked before it is voted if written
notice from the shareholder to the Corporation's Secretary is received at any
time prior to its use, and such Proxy shall be deemed revoked if the shareholder
is present at the Annual Meeting and gives written notice to the Corporation's
Secretary of his revocation at such time.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Corporation has two classes of voting securities: its $.01 par value
common stock (the "Common Stock") and its $.01 par value convertible preferred
stock (the "Preferred Stock"). Each share of Preferred Stock is convertible at
any time at the option of the holder into Common Stock at the rate of $.35 per
share of Common Stock. The Preferred Stock has priority in liquidation over the
Common Stock, but it carries no stated dividend. Additionally, the holders of
Preferred Stock, voting as a separate class, have the right to elect that number
of directors of the Corporation which represents a majority of the total number
of directors. The only other matters with respect to which holders of Preferred
Stock are entitled to vote concern a consolidation, merger, share exchange or
transfer of assets.
There were 17,774,018 shares of Common Stock and 1,540,001 shares of
Preferred Stock issued and outstanding at the close of business on April 30,
1999, the date fixed by the Board of Directors as the record date for the
determination of shareholders entitled to notice of, and to vote at, the Annual
Meeting. Each share of Common Stock outstanding on the record date will be
entitled to one vote on the Common Stock Proposal and on all other matters to
come before the Annual Meeting. Each share of Preferred Stock outstanding on the
record date will be entitled to one vote on the Preferred Stock Proposal.
Abstentions and broker non-votes will not be counted as affirmative votes at the
Annual Meeting.
The following table sets forth as of April 30, 1999 information relating to
beneficial ownership of Common Stock by directors of the Corporation, directors
and executive officers of the Corporation as a group, and any other persons
known by the Corporation to be the beneficial owner of more than five percent of
the currently issued and outstanding Common Stock. Shares beneficially owned
include those shares which the reporting person currently owns or has the right
to acquire within the next sixty days through the exercise of currently
exercisable options and warrants or through the conversion of Preferred Stock.
Such shares which the reporting person has the right to acquire are not deemed
to be outstanding for computing the percentage of beneficial ownership of any
other person. Unless otherwise noted, all shares are beneficially owned and sole
voting and investment power is held by the persons named.
2
<PAGE>
Sonex Research, Inc. 1999 Proxy Statement
Total Beneficial Ownership
--------------------------
Common Rights to Total shares
shares acquire beneficially Percent
Name and address (1) owned shares owned of class
-------------------- --------- --------- --------- --------
Nuno Brandolini 111,726 405,150 516,876 2.9
Lawrence H. Hyde 507,486 712,214 1,219,700 6.7
Charles C. McGettigan 1,570,211 5,846,366 7,416,577 (3) 31.4
Andrew A. Pouring 688,239 153,816 842,055 4.8
Myron A. Wick, III 1,570,211 5,846,366 7,416,577 (3) 31.4
All directors & officers
as a group (6 persons) 3,018,924 7,615,296 10,345,220 41.3
Herbert J. Mitschele, Jr.
Far Hills, NJ 946,755 105,715 1,052,470 5.9
Proactive , et.al. (2)
San Francisco, CA 2,748,457 9,593,146 12,341,603 44.8
- -----------------------------
(1) The business address for each director and named executive officer is 23
Hudson Street, Annapolis, Maryland, 21401.
(2) Includes shares beneficially owned directly and indirectly by Proactive
Partners, L.P. and several affiliated entities and individuals
("Proactive et.al."), as reported in a Form 13D filing with the Securities
and Exchange Commission.
(3) Includes 7,127,577 shares beneficially owned by Proactive et.al.,
which shares could be deemed to be beneficially owned by both Mr.
McGettigan and Mr. Wick by virtue of their executive and ownership
positions in Proactive et.al. Both individuals exercise shared voting
and investment power with respect to such shares.
Rights to Acquire Shares
------------------------
Total
Exercisable Preferred rights to
Exercisable (put)/ Exercisable stock acquire
Name options call (2) warrants converted shares
- -------------------- ---------- --------- --------- --------- ---------
Nuno Brandolini 405,150 405,150
Lawrence H. Hyde 426,500 285,714 712,214
Charles C. McGettigan (1) 289,000 (142,857) 3,414,510 2,285,713 5,846,366
Andrew A. Pouring 153,816 153,816
Myron A. Wick, III (1) 289,000 (142,857) 3,414,510 2,285,713 5,846,366
All directors & officers
as a group (6 persons) 1,672,216 142,857 3,514,510 2,285,713 7,615,296
Herbert J. Mitschele, Jr. 62,858 42,857 105,715
Proactive , et.al. (2)
San Francisco, CA (285,714) 5,521,719 4,357,141 9,593,146
- ---------------------------
(1) Includes 5,557,366 shares beneficially owned by Proactive, et.al.,
which shares could be deemed to be beneficially owned by both Mr.
McGettigan and Mr. Wick by virtue of their executive and ownership
positions in Proactive, et.al. Both individuals exercise shared voting
and investment power with respect to such shares.
(2) Represents the currently exercisable portion of a ten-year option
granted by Proactive, et.al. to Mr. Hyde to purchase 714,286 shares of
common stock presently owned by Proactive, et.al. at an exercise price
of $.35 per share. This option becomes exercisable at the rate of 20%
per year beginning with the December 15, 1997 date of grant. Because
this agreement relates to shares which are already outstanding, the
exercise of such rights will not result in an increase in the total
number of the Company's outstanding shares for purposes of computing
the percentage of beneficial ownership of each reporting person. Mr.
McGettigan and Mr. Wick each has indirect beneficial ownership in 50%
of the shares subject to this agreement.
3
<PAGE>
Sonex Research, Inc. 1999 Proxy Statement
BOARD OF DIRECTORS
The Corporation's Board of Directors is divided into two categories: (1)
"Common Stock" directors elected by the holders of Common Stock; and (2)
"Preferred Stock" directors elected by the holders of Preferred Stock. These two
categories of directors are further divided into three classes as nearly equal
in number as possible, with the term of one of the three classes of directors
expiring at each annual meeting of shareholders. The members of each class of
directors are to hold office for terms of three years until their successors
have been elected and qualified. The holders of the Preferred Stock, voting as a
separate class, have the right to elect that number of directors of the
Corporation which represents a majority of the total number of directors.
The Corporation's By-laws state that the Board of Directors shall consist
of not fewer than three directors, with the total number of directors to be set
by the Board by resolution. Following the resignation of three Preferred Stock
directors and one Common Stock director in 1997, the total number of directors
is now five, two of whom are Preferred Stock directors and three of whom are
Common Stock directors.
The Board of Directors has three standing committees: the Executive
Committee, the Compensation Committee, and the Audit Committee. The Executive
Committee meets on short notice when required during intervals between meetings
of the Board of Directors, and has authority to exercise all of the powers of
the Board of Directors, subject to specific directions of the Board of Directors
and subject to the limitations of the Maryland Corporation Law. The Executive
Committee did not hold any meetings during 1998, but its members met informally
by telephone several times as needed.
The Compensation Committee makes recommendations to the Board of Directors
with respect to the payment of salaries to executive officers and administration
of the Corporation's stock option and other compensation plans. The Audit
Committee recommends to the Board the appointment of independent accountants,
and reviews the performance and scope of audit and nonaudit services to be
performed by the Corporation's independent accountants. During 1998 neither the
Audit Committee nor the Compensation Committee held any formal meetings;
however, the functions of these committees and the function of recommending
potential nominees for Board positions have been performed by the Board as a
whole.
It is also the policy of the Board to consider nominees recommended by
security holders. Such recommendations should be addressed to the Chairman of
the Board, at the address of the Corporation, and should include the name and
address of the security holder submitting the nomination and a detailed listing
of the business experience and particular qualifications of the nominee. The
Board will review the nomination at its next meeting following receipt of the
nomination and respond accordingly to the security holder who submitted the
nomination.
During 1998 the Board of Directors held four meetings. All of the directors
attended more than 75% of the total number of regularly scheduled meetings.
STOCK OPTION PLAN
The Corporation maintains a non-qualified stock option plan (the "Plan")
which has made available for issuance a total of 7.5 million shares of common
stock following an increase of 2.5 million shares authorized by the Board of
Directors in December 1998. All directors, full-time employees and consultants
to the Corporation are eligible for participation. Option awards are determined
at the discretion of the Board of Directors. Upon a change in control of the
Corporation, all outstanding options granted to employees and directors become
vested with respect to those options which have not already vested. Options
outstanding expire at various dates through December 2008, and have an average
exercise price of $.52 per share. As of April 30, 1999, there were outstanding
options to purchase 3,735,216 shares of Common Stock, of which options to
purchase 3,273,466 shares are currently exercisable. As of April 30, 1999,
options to purchase 2,462,617 shares of Common Stock remain available for future
grant.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation paid by the Corporation to
its chief executive officer; no other executive officer earned annual
compensation during the most recently completed fiscal year in excess of
$100,000 (together referred to as the "Named Executives").
4
<PAGE>
Sonex Research, Inc. 1999 Proxy Statement
SUMMARY COMPENSATION TABLE
Annual compensation
--------------------------------
Salary Long-term
-------------------- compensation
Name and Position Year In cash Deferred Bonus # of options
----------------- ---- --------- -------- -------- ------------
Dr. Andrew A. Pouring 1998 $ 72,000 $ 48,000 35,000
CEO & Chief Scientist 1997 72,000 48,000 35,000
1996 60,798 40,531 $ 10,000 25,000
In order to avoid long-term financial commitments, the Corporation does not
have employment agreements with any of its personnel. The salaries of executive
officers are set by the Board of Directors on an annual basis. Dr. Pouring's
authorized annual salary was increased in 1997 for the first time since 1989.
In order to help conserve the Corporation's limited cash resources, certain
of the Corporation's employees for several years have voluntarily deferred
receipt of payment of significant portions of their authorized annual salaries
upon request by the Board of Directors. By agreement with the Corporation, these
individuals have consented to the deferral of payment of amounts so accumulated
until the Corporation has received licensing revenue of at least $2 million or
at such earlier date as the Board of Directors determines that the Corporation's
cash flow is sufficient to allow such payment. The conditions that would require
repayment of deferred amounts have yet to occur. As of December 31, 1998, an
aggregate of $714,039 in deferred salaries is owed to current and former
employees, including $298,981 owed to Dr. Pouring. Since January 1, 1997,
however, there has been no further deferral of salary requested of non-executive
employees.
For many years through December 31, 1998, Dr. Pouring has been deferring
40% of his annual salary. On January 1, 1999, the percentage deferral was
reduced to 30%.
With the exception of the granting of stock options, the Corporation does
not pay its Named Executives any bonuses or any type of long-term compensation
in the form of restricted stock awards, stock appreciation rights (SARs) or
other form of long-term incentive plan payments.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
-------------------------------------------------------------------
Number of % of total
securities options
underlying granted to
options employees in Exercise Market Expiration
Name granted fiscal year price price date
---- ------- ----------- ----- ----- -------------
Pouring 35,000 30% $.50 $.375 Dec. 7, 2008
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of securities Value of unexercised
underlying unexercised in-the-money
options/SARs at options/SARs at
December 31, 1998 December 31, 1998
# of shares
acquired on Value Exercisable/ Exercisable/
Name exercise realized unexercised unexercised
- -------- ----------- -------- ---------------------- -------------------
Pouring - - 163,816/220,066 $0/$0
With the exception of options to purchase 25,000 shares held by Dr. Pouring
that are exercisable at $.75 per share, all options held by the Named Executives
are exercisable at $.50 per share, which price was equal to the December 31,
1998 market price of the Corporation's publicly traded common stock.
5
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Sonex Research, Inc. 1999 Proxy Statement
COMPENSATION OF DIRECTORS
Directors of the Corporation do not receive directors fees, but are
reimbursed for expenses related to their activities as directors and are
eligible to receive stock option grants. It has been the Corporation's policy
since 1992 to grant outside (non-officer) directors stock options every three
years that have a term of ten years and vest over a number of years. The
exercise prices of these options have been set at the lower of the market price
of the Common Stock on the date of grant and the average market price of the
Common Stock for the ten trading days prior to the date of grant, although no
options have been granted with an exercise price below $.50 per share. When an
individual ceases to be a director of the Corporation, he will lose the rights
to any shares under these options which have not vested as of that date.
In December 1998 the Board of Directors approved the grant to each of the
Corporation's four outside directors of ten-year options to purchase 100,000
shares of common stock. These options vest at the rate of 25% per year beginning
with the date of grant and have an exercise price of $.50 per share, which price
was above the then current market price of the Common Stock.
INDEPENDENT ACCOUNTANTS
C. L. Stewart & Company have served as independent accountants for the
Corporation since 1997. The Corporation has had no disagreements with C. L.
Stewart & Company on any matter of accounting principles or practices or
financial statement disclosure. It is expected that a representative of C. L.
Stewart & Company will be present at the shareholders meeting and will have an
opportunity to make a statement, should they desire to do so, and will be
available to answer appropriate questions.
ANNUAL REPORT ON FORM 10-KSB
A copy of the Corporation's 1998 Annual Report on Form 10-KSB containing
financial statements of the Corporation has been mailed to all shareholders with
this Notice of Meeting and Proxy Statement.
COMMON STOCK PROPOSAL
ELECTION OF COMMON STOCK DIRECTOR
Mr. Lawrence H. Hyde was nominated by the Board of Directors at its meeting
on March 17, 1999 for election as a Class I Common Stock director. The persons
named in the enclosed Proxy have the intention of voting for the election of the
nominee unless the shareholder specifies otherwise. Although the Board of
Directors does not contemplate that the nominee will be unable to serve, if such
a situation arises prior to the Annual Meeting the persons named in the Proxy
will vote in accordance with their best judgment.
COMMON STOCK DIRECTORS
Year first
elected to Year term
Name Age Class the Board expires
---------------------- --- ----- --------- -------
Mr. Nuno Brandolini 45 II 1982 2000
Mr. Lawrence H. Hyde (nominee) 74 I 1986 1999
Dr. Andrew A. Pouring 67 III 1980 2001
Mr. Nuno Brandolini has been a director of the Corporation since January
1982 and was elected a Vice Chairman of the Board in May 1988. Since November
1995 Mr. Brandolini has been the Chairman of the Board and Chief Executive
Officer of Scorpion Holdings, Inc., a merchant banking company. From December
1993 through October 1995 he was a managing director of Rosecliff, Inc., also a
merchant banking company. From June 1991 to November 1993 he was a Vice
President with Salomon Brothers, Inc. From 1988 to 1991 Mr. Brandolini was a
part owner of The Baltheus Group, Inc., a management consulting and financial
advisory firm. He has a law degree from the University of Paris and he received
an MBA from The Wharton School of the University of Pennsylvania.
6
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Sonex Research, Inc. 1999 Proxy Statement
Mr. Lawrence H. Hyde has been a director of the Corporation since September
1986, serving as Chairman of the Board from June 1987 to June 1993, and was
appointed President of the Corporation in October 1997. Mr. Hyde was a director
of Harris Graphics Corp. from 1983 to 1986, where during 1985 and 1986 he also
served as its Chairman of the Board and Chief Executive Officer. He was
President and Chief Executive Officer of AM General Company from 1979 to 1985.
He joined American Motors in 1974 and remained until 1983. At various times he
had corporate wide responsibility for engineering, international and marketing;
his last position was Executive Vice President responsible for International and
Engineering. He is a director of Whatman plc and a trustee of the American
University in Cairo, where he is also chairman of the Karnac Equity Fund. Mr.
Hyde is a graduate of Harvard College and Harvard Business School.
Dr. Andrew A. Pouring has been a full-time employee, director, and Chief
Scientist of the Corporation since 1980, serving as President from April 1980
through November 1991, and as Chief Executive Officer since May 1985. In
November 1991 he was elected a Vice Chairman of the Board of Directors. He has
co-authored all of the Corporation's patented inventions. He served as a
Professor of Aerospace Engineering at the U.S. Naval Academy from 1964 to 1983,
and was Chairman of the Academy's Department of Aerospace Engineering from 1975
to 1978. Dr. Pouring is a member of various professional and scientific
societies, including the American Society of Mechanical Engineers and the
Society of Automotive Engineers, as has been organizer and chairman of many
symposia for these societies. Dr. Pouring received his Bachelors and Masters
degrees in mechanical engineering from Rensselaer Polytechnic Institute. He
received his Doctor of Engineering degree from Yale University, where he also
was a post doctoral research fellow and lecturer.
PREFERRED STOCK PROPOSAL - ELECTION OF PREFERRED STOCK DIRECTOR
Mr. Charles C. McGettigan and Mr. Myron A. ("Mike") Wick, III were
nominated by the Board of Directors at its meeting on March 17, 1999 for
election as Class I Preferred Stock directors. The persons named in the
Preferred Stock Proxy have the intention of voting for the election of the
nominees unless the shareholder specifies otherwise. Although the Board of
Directors does not contemplate that either nominee will be unable to serve, if
such a situation arises prior to the Annual Meeting the persons named in the
Proxy will vote in accordance with their best judgment.
PREFERRED STOCK DIRECTORS
Year first
elected to Year term
Name Age Class the Board expires
---------------------- --- ----- --------- -------
Mr. Charles C. McGettigan 54 I 1992 1999
Mr. Myron A. ("Mike") Wick, III 55 I 1991 1999
Mr. Charles C. McGettigan has been a director of the Corporation since
February 1992. He was a founding partner in 1991 and is a general partner of
Proactive Investment Managers, L.P., which is the general partner of Proactive
Partners, L.P. In 1988 Mr. McGettigan co-founded McGettigan, Wick & Co., Inc.,
an investment banking firm. From 1984 to 1988 he was a Principal, Corporate
Finance, of Hambrecht & Quist, Inc. Prior to that Mr. McGettigan was a Senior
Vice President of Dillon, Read & Co. Inc. He currently serves on the Boards of
Directors of Cuisine Solutions, Inc., Modtech, Inc., PMR Corporation, Tanknology
- - NDE Corporation, Wray-Tech Instruments, Inc., and Onsite Energy, Inc., of
which he is the Chairman. Mr. McGettigan is a graduate of Georgetown University,
and received his MBA in Finance from The Wharton School of the University of
Pennsylvania.
Mr. Myron A. ("Mike") Wick, III, has been a director of the Corporation
since November 1991 and was elected Chairman of the Board of Directors in June
1993. He was a founding partner in 1991 and is a general partner of Proactive
Investment Managers, L.P., which is the general partner of Proactive Partners,
L.P. In 1988 Mr. Wick co-founded McGettigan, Wick & Co., Inc., an investment
banking firm. From 1985 to 1988 Mr. Wick was Chief Operating Officer of
California Biotechnology, Inc. in Mountain View, California. He currently serves
on the Boards of Directors of Modtech, Inc., StoryFirst Communications, Inc.,
Tanknology-NDE Corporation, and WrayTech Instruments, Inc., of which he is the
Chairman. Mr. Wick received a B.A. degree from Yale University and an MBA from
the Harvard Business School.
7
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Sonex Research, Inc. 1999 Proxy Statement
OTHER EXECUTIVE OFFICERS
Mr. George E. Ponticas, age 39, has been Vice President of Finance, Chief
Financial Officer, Secretary and Treasurer of the Company since September 1991.
From May 1987 through August 1991, he served as the Company's Controller and
Assistant Secretary. From August 1981 through April 1987, Mr. Ponticas was a
member of the auditing staff of Price Waterhouse in Baltimore, Maryland,
attaining the position of audit manager in 1986. At Price Waterhouse, he worked
on the audits of a number of public and private companies, with an emphasis on
small businesses. Mr. Ponticas is a Certified Public Accountant, and is a member
of the American Institute of Certified Public Accountants and the Maryland
Association of Certified Public Accountants. He received his B.S. in Accounting
from Loyola College in Maryland.
SECTION 16(a) REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors, and persons who own more than 10% of a
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission,
and to provide copies of all such reports to the Corporation. Based solely on
its review of the copies of such reports received by it, or written
representations from certain reporting persons that no reports were required for
those persons, the Corporation believes that all of its officers, directors, and
greater than 10% shareholders complied with all such filing requirements for its
last fiscal year.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
meeting other than those specifically set forth in the notice thereof. If any
such matters should arise, it is intended that the persons named in and acting
under the enclosed form of Proxy or their substitutes will vote thereon in
accordance with their best judgment.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposal intended to be presented at the 2000 Annual Meeting of
Shareholders and included in the Corporation's proxy statement and form of proxy
for the 2000 Annual Meeting of Shareholders must be received at the
Corporation's principal executive offices in Annapolis, Maryland, on or before
January 1, 2000.
8
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Sonex Research, Inc. 1999 Proxy Statement
APPENDIX A - FORM OF PROXY
PROXY Sonex Research, Inc. - Common Stock
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Andrew A. Pouring and GEORGE E. PONTICAS,
or each of them, as Proxies, each with the power to appoint his substitute, to
represent and vote all shares of Common Stock of and on behalf of the
undersigned, as designated below and upon or in connection with the transaction
of all other business at the Annual Meeting of Holders of Common Stock of Sonex
Research, Inc. to be held June 16, 1999, and any adjournments thereof, with
all powers the undersigned would possess if personally present and voting at
such meeting.
The Board of Directors unanimously recommends a vote "FOR" the following:
COMMON STOCK PROPOSAL 1: Election of Directors
Lawrence H. Hyde [ ] FOR [ ] WITHHOLD AUTHORITY
WHEN PROPERLY EXECUTED AND RETURNED THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED "FOR" COMMON STOCK PROPOSAL 1 AS SET FORTH ON THIS CARD.
Dated _______________ , 1999
----------------------------
Signature
----------------------------
Signature (if held jointly)
PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S) HEREON. If shares are held in the
names of two or more persons, all must sign. When signing in a representative or
fiduciary capacity, give full title as such. If signer is a corporation, sign
corporate name by fully authorized officer.
<PAGE>
