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
2000 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF MEETING AND PROXY STATEMENT
To the Shareholders of Sonex Research, Inc.:
The 2000 Annual Meeting of Shareholders of Sonex Research, Inc. (the
"Corporation") will be held on Monday, June 26, 2000 at 10 a.m. local time at
the Radisson Hotel Annapolis (formerly the Holiday Inn), 210 Holiday Court,
Annapolis, Maryland. Holders of record of the Common Stock and Preferred Stock
of the Corporation at the close of business on May 5, 2000 will be entitled to
notice of, and to vote at, the Annual Meeting and any adjournment thereof.
There are no matters before the holders of the Corporation's Preferred
Stock. 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 II
Common Stock director of the Corporation until the Annual Meeting of
Shareholders in 2003 and until his successor is duly elected and
qualified.
If you own shares represented by stock certificates, you will have
received proxy material directly from the Corporation, and the accompanying
Proxy return envelope will be addressed to the Corporation. If, however, your
shares are on deposit in an account with a financial institution such as a
brokerage house or bank (i.e., held in "street name"), you will have received
proxy material, including a computer-generated voting instructions form, from
the financial institution. Please return this form for shares held in street
name in the accompanying return envelope that is addressed to the financial
institution, or follow the instructions for voting by telephone. 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.
Whether or not you plan to attend the Annual Meeting, please complete,
date, sign and return the Proxy or voting instructions form 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.
You may attend the Annual Meeting and vote shares registered in your
name in person either by submitting a completed Proxy or by completing a ballot;
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 it 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 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 22, 2000
1
<PAGE>
Sonex Research, Inc. 2000 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 26, 2000
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
22, 2000.
QUORUM/VOTING
A quorum is required in order for the Corporation to conduct business at
the Annual Meeting. The presence, in person or by Proxy, of the majority in
number of the outstanding shares of Common Stock as of the record date
constitutes a quorum. If a quorum is attained at the Annual Meeting, 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 18,317,299 shares of Common Stock and 1,540,001 shares of
Preferred Stock issued and outstanding at the close of business on May 5, 2000,
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. Abstentions and broker non-votes will not be
counted as affirmative votes at the Annual Meeting.
The following table sets forth as of May 5, 2000 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. A reporting person is deemed
to be the "beneficial owner" of a security if that person has or shares the
power to vote or to direct the voting of such security, or the power to dispose
or to direct the disposition of such security. Under this definition, more than
one person may be deemed to be a beneficial owner of securities as to which he
has no record ownerhip interest, and the same shares may be beneficially owned
by more than one reporting person.
Beneficial ownership includes securities which the reporting person
currently owns or has the right to acquire within sixty days through the
exercise of currently exercisable options and warrants or through the conversion
of preferred stock. 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. 2000 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 111,726 380,150 491,876 2.6
Lawrence H. Hyde 644,986 930,072 1,575,058 8.4
Charles C. McGettigan 1,399,511 2,810,359 4,209,870 (3) 19.9
Andrew A. Pouring 688,239 186,316 874,555 4.7
Myron A. Wick, III 1,399,511 2,810,359 4,209,870 (3) 19.9
All directors & officers
as a group (6 persons) 3,000,724 4,584,397 7,585,121 33.1
Herbert J. Mitschele, Jr.
Far Hills, NJ 946,755 62,857 1,009,612 5.5
Proactive , et.al. (2)
San Francisco, CA 2,748,457 4,770,235 7,518,692 42.6
- -----------------------------
(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 3,895,870 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 380,150 380,150
Lawrence H. Hyde 376,500 553,572 930,072
Charles C. McGettigan (1) 314,000 (276,786) 487,432 2,285,713 2,810,359
Andrew A. Pouring 186,316 186,316
Myron A. Wick, III (1) 314,000 (276,786) 487,432 2,285,713 2,810,359
All directors & officers
as a group (6 persons) 1,748,466 276,786 587,432 2,285,713 4,584,397
Herbert J. Mitschele, Jr. 20,000 42,857 62,857
Proactive , et.al. (2)
San Francisco, CA (553,572) 966,666 4,357,141 4,770,235
- ---------------------------
(1) Includes 2,496,359 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 portions of ten-year options granted
in December 1997 and December 1999 by Proactive, et.al. to Mr. Hyde to
purchase 714,286 shares and 500,000 shares, respectively, of Common Stock
presently owned by Proactive, et.al., at an exercise price of $.35 and $.50
per share, respectively. The December 1997 and December 1999 options become
exercisable at the rate of 20% and 25%, respectively, per year beginning
with the date of grant. Because these agreements relate to shares which are
already outstanding, the exercise of such rights will not result in an
increase in the total number of the Corporation'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 these agreements.
3
<PAGE>
Sonex Research, Inc. 2000 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. During
1999 the Board of Directors held four meetings. All of the directors attended at
least 75% of the total number of regularly scheduled meetings.
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. As a result of the decrease in the number of
directors, the functions of the former Compensation and Audit Committees of the
Board have been performed by the Board as a whole. The Board has an Executive
Committee which meets on short notice when required during intervals between
meetings of the full Board. The Executive Committee 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 1999,
but its members met informally by telephone several times as needed.
In performing the duties typically assigned to an audit committee, the
entire Board of Directors has (1) reviewed and discussed the 1999 audited
financial statements of the Corporation with management; (2) discussed with the
independent accountants of the Corporation the independent accountants'
judgments about the quality, not just the acceptability, of the Corporation's
accounting principles, including the clarity and completeness of the financial
statements and related note disclosures; (3) received written assurance from the
independent accountants with respect to independence; and (4) recommended that
the 1999 audited financial statements be included in the December 31, 1999
Annual Report on Form 10-KSB for filing with the Securities and Exchange
Commission.
The function of recommending potential nominees for Board positions is
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.
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. 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 2009, and have an average exercise
price of $.52 per share. As of May 5, 2000, there were outstanding options to
purchase 4,119,716 shares of Common Stock, of which options to purchase
3,459,716 shares are currently exercisable. As of May 5, 2000, options to
purchase 1,944,616 shares of Common Stock remain available for future grant.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation paid by the Corporation
for the last three years 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. 2000 Proxy Statement
Summary Compensation Table
Annual compensation
--------------------------------
Salary Long-term
-------------------- Accrued compensation
Name and Position Year In cash Deferred bonus # of options
----------------- ---- --------- -------- -------- ------------
Dr. Andrew A. Pouring 1999 $ 84,000 $ 36,000 $ 7,500 35,000
CEO & Chief Scientist 1998 72,000 48,000 35,000
1997 72,000 48,000 35,000
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. Since
January 1, 1997, however, there has been no further deferral of salary requested
of the Corporation's non-executive employees.
For many years through December 31, 1998, Dr. Pouring had been deferring
40% of his annual salary. On January 1, 1999, the percentage deferral was
reduced to 30%. The conditions that would require repayment of deferred amounts
have yet to occur. As of December 31, 1999, a total of $334,980 in deferred
salary is owed to Dr. Pouring.
In December 1999 the Corporation awarded bonuses totaling $25,000 to its
officers and employees, including $7,500 to Dr. Pouring, with the stipulation
that payment of such bonuses is to be deferred until the Board of Directors
determines that the Corporation's cash resources are sufficient to enable such
payments.
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. 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 15% $.50 $.375 Dec. 7, 2009
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, 1999 December 31, 1999
# of shares
acquired on Value Exercisable/ Exercisable/
Name exercise realized unexercised unexercised
- -------- ----------- -------- ---------------------- -------------------
Pouring 0 $0
Exercisable @ $.50 167,566/220,066 $0/$0
Exercisable @ $.75 18,750/25,000 $0/$0
The exercise price of all options held by the Named Executives was higher than
the December 31, 1999 market price of $.375 of the Company's publicly traded
common stock.
5
<PAGE>
Sonex Research, Inc. 2000 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 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 loses the rights to any shares under
these options which have not vested as of that date.
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 1999 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. Nuno Brandolini was nominated by the Board of Directors at its
meeting on March 24, 2000 for election as a Class II 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
---------------------- --- ----- --------- -------
Nuno Brandolini (nominee) 46 II 1982 2000
Lawrence H. Hyde 75 I 1986 2002
Andrew A. Pouring 68 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.
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. Mr. Hyde, now retired from full-time employment, is a private
investor with interests in a number of publicly and privately held companies. In
addition, he serves as a trustee of the American University in Cairo, where he
is also chairman of the Karnak Equity Fund. Mr. Hyde is a graduate of Harvard
College and Harvard Business School.
6
<PAGE>
Sonex Research, Inc. 2000 Proxy Statement
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 DIRECTORS
Year first
elected to Year term
Name Age Class the Board expires
---------------------- --- ----- --------- -------
Charles C. McGettigan 55 I 1992 2002
Myron A. ("Mike") Wick, III 56 I 1991 2002
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, WrayTech 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.
OTHER EXECUTIVE OFFICERS
Mr. George E. Ponticas, age 40, 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.
7
<PAGE>
Sonex Research, Inc. 2000 Proxy Statement
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 2001 ANNUAL MEETING
Any proposal intended to be presented at the 2001 Annual Meeting of
Shareholders and included in the Corporation's proxy statement and form of proxy
for the 2001 Annual Meeting of Shareholders must be received at the
Corporation's principal executive offices in Annapolis, Maryland, on or before
January 1, 2001.
8
<PAGE>
Sonex Research, Inc. 2000 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 26, 2000, 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
Nuno Brandolini [ ] 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 _______________ , 2000
----------------------------
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.
