SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 o
Check the appropriate box: o Confidential, for Use of the
o Preliminary Proxy Statement Commission Only (as permitted
x Definitive Proxy Statement by Rule 14a-6(e)(2))
o Definitive Additional Materials
o Soliciting Material Pursuant to o Rule 240.14a-11(c) or
o Rule 240.14a-12
Ault Incorporated
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Reg
istrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required
o $125 per Exchange Act Rule o-11(c)(1)(ii), 14a-6(i)(1)
or Item 22(a)(2) of Schedule 14A
o 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
transactions 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:
o Fee paid previously with preliminary materials.
o 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:
AULT INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For September 28, 1998 Annual Meeting of Shareholders
The undersigned hereby appoints Frederick M. Green, Edward
C. Lund and Matthew A. Sutton, or any of them, as proxies with
full power of substitution to vote all shares of stock of Ault
Incorporated of record in the name of the undersigned at the
close of business on August 10, 1998 at the Annual Meeting of
Shareholders to be held in Minneapolis, Minnesota on September
28, 1998, or at any adjournment or adjournments, hereby revoking
all former proxies.
1. ELECTION OF DIRECTORS:
o FOR all nominees listed below o WITHHOLD
AUTHORITY
(except as marked to the contrary). to vote
for all nominees listed below
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name
in the list below.)
James M. Duddleston, Frederick M. Green,
Delbert W. Johnson, John G. Kassakian, Edward C. Lund
Eric G. Mitchell, Jr., Matthew A. Sutton
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
ANY OTHER MATTERS COMING BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON
PROPOSAL (1) IN ACCORDANCE WITH THE SPECIFICATION MADE AND FOR
ALL NOMINEES LISTED IF THERE IS NO SPECIFICATION.
Dated: , 1998
Signed:
(Signature)
(Signature)
Please sign name(s) exactly as shown at left.
When signing as executor, administrator,
trustee, guardian, etc., give full title as
such; when shares have been issued in the
names of two or more persons, all should
sign.
AULT INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 28, 1998
To the Shareholders of Ault Incorporated:
Notice is hereby given that the Annual Meeting of
Shareholders of Ault Incorporated will be held September 28, 1998
at the Minneapolis Club, 729 Second Avenue South, Minneapolis,
Minnesota 55402. The meeting will convene at 3:00 p.m.,
Minneapolis time, for the following purposes:
1. To elect seven directors to hold office until the next
Annual Meeting of Shareholders or until their
successors are elected.
2. To transact such other business as may properly come
before the meeting or any adjournment or adjournments
thereof.
The Board of Directors has fixed the close of business on
August 10, 1998 as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Richard A. Primuth, Secretary
Minneapolis, Minnesota
August 28, 1998
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN,
DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER
OR NOT YOU EXPECT TO ATTEND IN PERSON. SHAREHOLDERS WHO
ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN
PERSON IF THEY SO DESIRE.
AULT INCORPORATED
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of
Ault Incorporated (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company
to be voted at the Annual Meeting of Shareholders to be held on
September 28, 1998, or any adjournment or adjournments thereof.
The cost of this solicitation will be borne by the Company. In
addition to solicitation by mail, officers, directors and
employees of the Company may solicit proxies by telephone,
telegraph or in person. The Company may also request banks and
brokers to solicit their customers who have a beneficial interest
in the Company's Common Stock registered in the names of nominees
and will reimburse such banks and brokers for their reasonable
out-of-pocket expenses.
Any proxy may be revoked at any time before it is voted by
written notice to the Secretary, by receipt of a proxy properly
signed and dated subsequent to an earlier proxy or by revocation
of a written proxy by request in person at the Annual Meeting;
but if not revoked, the shares represented by such proxy will be
voted. The mailing of this Proxy Statement to shareholders of
the Company commenced on or about August 28, 1998. The Company's
corporate offices are located at 7300 Boone Avenue North,
Minneapolis, Minnesota 55428 and its telephone number is (612)
493-1900.
Only shareholders of record at the close of business on
August 10, 1998 will be entitled to vote at the Annual Meeting.
The Company has outstanding only one class of stock, no par value
Common Shares (herein "Common Stock"), of which 4,161,758 shares
were issued and outstanding and entitled to vote as of August 10,
1998. Each share is entitled to one vote. The presence in
person or by proxy of the holders of a majority of the shares of
Common Stock entitled to vote at the Annual Meeting of
Shareholders constitutes a quorum for the transaction of
business. The shares represented by the enclosed proxy will be
voted if the proxy is properly signed and received prior to the
meeting,
Under Minnesota law, each item of business properly
presented at a meeting of shareholders generally must be approved
by the affirmative vote of the holders of a majority of the
voting power of the shares present, in person or by proxy, and
entitled to vote on that item of business. However, if the
shares present and entitled to vote on that item of business
would not constitute a quorum for the transaction of business at
the meeting, then the item must be approved by a majority of the
voting power of the minimum number of shares that would
constitute such a quorum. Votes cast by proxy or in person at
the Annual Meeting of Shareholders will be tabulated to determine
whether or not a quorum is present. Abstentions will be treated
as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and in tabulating votes cast
on proposals presented to shareholders for a vote, but as unvoted
for purposes of determining the approval of the matter from which
the shareholder abstains. Consequently, an abstention will have
the same effect as a negative vote. If a broker indicates on the
proxy that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that
matter.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table provides information as of August 1,
1998 concerning the beneficial ownership of the Company's Common
Stock by (i) all persons who are known by the Company to own five
percent or more of the Common Stock of the Company (ii) each of
the directors of the Company and (iii) all directors and
officers of the Company as a group. All shares represent sole
voting and investment power, unless otherwise indicated.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned (1) of Class
<S> <C> <C>
Wellington Management Co. LLP360,000 8.15
75 State Street
Boston, MA 02109
Frederick M. Green 152,769 3.46
Delbert W. Johnson 7,300 .17
John G. Kassakian 16,100 .36
Edward C. Lund 8,500 .19
Eric G. Mitchell, Jr. 7,400 .17
Matthew A. Sutton 16,500 .37
James M. Duddleston 12,000 .27
All Directors and Officers as457,270 10.35
a Group (10 persons)
<FN>
(1) Includes the following numbers of shares of Common Stock
which may be purchased pursuant to stock options which are
exercisable within 60 days of the date hereof: Mr. Green,
83,750 shares; Mr. Johnson, 6,000 shares; Mr. Kassakian,
6,000 shares; Mr. Lund, 6,000 shares; Mr. Mitchell, 6,000
shares; Mr. Sutton, 6,000 shares; Mr. Duddleston, 2,000
shares; Mr. Harris, 59,000 shares; Mr. Choi, 33,000 shares;
Mr. Montague, 44,250 shares; and all directors and officers
as a group, 252,000 shares.
</TABLE>
1. ELECTION OF DIRECTORS
Seven directors will be elected at the Annual Meeting of
Shareholders, each to serve until the next Annual Meeting of
Shareholders or until a successor is elected. The Board of
Directors has nominated for election the seven persons named
below and each has consented to being named as a nominee. All of
the nominees are currently directors of the Company. It is
intended that proxies solicited will be voted for the nominees
named below. The Company believes that each nominee named below
will be able to serve; but in the event any nominee is unable to
serve as a director, the persons named as proxies have advised
that they will vote for the election of such substitute nominee
as the Board of Directors may propose.
The names of the nominees, their principal occupations for
at least the past five years, and other information is set forth
below.
<TABLE>
<CAPTION> Director
Name Principal Occupation and Other Directorships Since
<S> <S> <C>
James M. Duddleston Self employed consultant and retired executive 1988
(76)
Frederick M. Green President and Chief Executive Officer of the 1979
(55) Company; Director of CommunicationsSystems,
Inc.
Delbert W. Johnson Chairman and Chief Executive Officer, Pioneer 1983
(59) Metal Finishing Co.,a division of Scientifics,
Inc. (metal finishing); Director of Safeguard
Scientifics, Inc.,Tennant Company, U.S.Bancorp
and Compucom Systems, Inc.
John G. Kassakian Professorof Electrical Engineering and Director, 1984
(55) Laboratory for Electromagnetic and Electronic
Systems, Massachusetts Institute ofTechnology;
Director of Sheldahl, Inc.
Edward C. Lund (80) Retired executive 1974
Eric G. Mitchell, President, The Pricing Advisor, Inc. (business 1992
Jr. (52) consulting)
Matthew A. Sutton Independent Management Consultant; former 1987
(75) Consultant, Honeywell Consultants, Ltd.;
former Executive Vice President of Defense
and Marine Systems and Group Vice President
of Aerosace/Avionics of Honeywell Inc.
(computers and defense systems)
</TABLE>
The Board of Directors met seven times during fiscal 1998.
Each director attended more than 75% of the meetings of the Board
of Directors and any committee on which he served.
Members of the Board who are not otherwise employed by the
Company were paid an annual fee of $4,000 plus $500 for each
Board meeting or Board committee meeting attended. Each non-
employee member of the Board of Directors also receives at the
time of election or reelection to the Board an option to purchase
2,000 shares of the Company's common stock at a purchase price
equal to the fair market value of the Company's common stock on
the date of such election or reelection. In addition to the
foregoing, during fiscal 1998 Mr. Kassakian received a [$600]
monthly fee in exchange for certain consulting services provided
to the Company.
The Company has an Audit Committee which met once during
fiscal 1998 and consists of Messrs. Johnson, Duddleston and
Mitchell. The Audit Committee, among other responsibilities,
recommends to the full Board of Directors the selection of
auditors and reviews and evaluates the activities and reports of
the auditors, as well as the internal accounting controls of the
Company.
The Company also has a Compensation Committee which met once
during fiscal 1998 and consists of Messrs. Lund, Mitchell and
Sutton. The Compensation Committee, among other
responsibilities, recommends to the full Board of Directors
compensation for executive officers and key personnel and reviews
the Company's compensation policies and practices.
In August 1997, the Board of Directors established a
Nominating and Governance Committee which consists of Messrs.
Johnson, Kassakian and Lund. Its duties include evaluating and
making recommendations with respect to Board composition,
director candidates to be proposed for election by the
shareholders of the Company, and Board compensation and other
policies affecting the Board members, as well as considering and
making recommendations with respect to corporate governance
issues. The Nominating and Governance Committee met once in
fiscal 1998.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ending May
31, 1998, June 1, 1997, and June 2, 1996, the direct cash
compensation paid by the Company, as well as certain other
compensation paid or accrued for these years, to Frederick M.
Green, the Company's President and Chief Executive Officer, and
to other executive officers of the Company (together with Mr.
Green, the " Named Executives") whose total cash compensation
exceeded $100,000 during fiscal 1998 in all capacities in which
they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
Securities
Name and Fiscal Underlying All Other
Position Year Salary Bonus(1) Options(2) Compensation
<S> <C> <C> <C> <C> <C>
Frederick M. Green 1998 $233,954 $-0- 30,000 $4,006(3)
President and Chief 1997 208,354 8,814 45,000 3,506(3)
Executive Officer 1996 196,207 7,546 20,000 3,859(3)
Gregory L. Harris 1998 $129,692 $-0- 15,000 $1,592(4)
Vice President 1997 121,765 4,885 25,000 1,479(4)
of Sales and 1996 115,880 4,457 10,000 1,412(4)
Marketing
Carlos S. Montague 1998 $114,434 $-0- 20,000 $4,157(5)
Vice President,Chief 1997 105,734 4,208 27,500 2,962(5)
Financial Officer and 1996 100,243 3,856 10,000 2,846(5)
Assistant Secretary
Hokung Choi 1998 $110,986 $-0- -0- $2,740(6)
Vice President 1997 107,541 4,259 10,000 2,795(6)
Far East Operations 1996 102,262 3,933 10,000 2,921(6)
<FN>
(1) Represents bonuses earned in the fiscal year shown but which
were paid in the following fiscal year.
(2) Reflects the number of shares purchasable under option
grants.
(3) Reflects 401(k) matching contributions of $2,566, $2,066 and
$2,419 under the Company's Profit Sharing and Retirement
Plan in 1998, 1997 and 1996, respectively, and the payment
of $1,440, $1,440 and $1,440 for life insurance premiums in
1998, 1997 and 1996, respectively.
(4) Reflects 401(k) matching contributions of $1,441, $1,338 and
$1,281 under the Company's Profit Sharing and Retirement
Plan in 1998, 1997 and 1996, respectively and the payment of
$151, $141 and $131 for life insurance premiums in 1998,
1997 and 1996, respectively.
(5) Reflects 401(k) matching contributions of $1,812, $1,556 and
$1,530 under the Company's Profit Sharing and Retirement
Plan in 1998, 1997 and 1996, respectively, and the payment
of $2,345, $1,406 and $1,316 for life insurance premiums in
1998, 1997 and 1996, respectively.
(6) Reflects 401(k) matching contributions of $1,273, $1,358 and
$1,562 under the Company's Profit Sharing and Retirement
Plan in 1998, 1997 and 1996, respectively, and the payment
of $1,467, $1,437 and $1,359 for life insurance premiums in
1998, 1997 and 1996, respectively.
</TABLE>
Option Grants in Fiscal Year 1998
The following table contains information concerning grants
of stock options to the named executives during the fiscal year
ending May 31, 1998:
<TABLE>
<CAPTION>
Percent
of Total
Options Potential
Granted Realizable Value
Numberof to All Exer- Assemed Annual
Securities Employees cise Rate of Stock
Underlying in Price Expi- Price Appreciation
Options Fiscal ($/ tion for Option Term
Granted Year Share) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Frederick M. Green 30,000(1) 19.0% $7.75 7-21-07 $146,218 $370,545
Gregory L. Harris 15,000(1) 9.5% 7.75 7-21-07 $73,109 $185,273
Carlos S. Montague 20,000(1) 12.7% 7.75 7-21-07 $97,478 $247,030
<FN>
(1) Each option becomes exercisable in equal installments over a
period of four years, commencing January 21, 1998.
</TABLE>
Option Exercises in Fiscal Year 1998 and Fiscal Year-End Option
Values
The following table sets forth information with respect to
the Named Executives concerning the exercise of options during
the fiscal year ending May 31, 1998 and unexercised options held
as of May 31, 1998.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercied
Shares Unexercised in-the-money
Acquired Options at FY End Options at FY End(1)
on Value Exer- Unexer- Unexer- Exer-
Exercise Realized cisable cisable cisable cisable
<S> <S> <C> <C> <C> <C> <C>
Frederick M. Green -0- -0- 65,000 50,000 139,985 18,435
Gregory L. Harris -0- -0- 50,250 26,250 124,300 9,218
Carlos S. Montague -0- -0- 34,250 31,250 66,148 9,218
Hokung Choi -0- -0- 25,500 7,500 78,648 9,218
<FN>
(1) Based on closing price of $6.00 per share of the Company's
Common Stock on May 29, 1998.
</TABLE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee (the "Committee") consists of
three non-employee members of the Company's Board of Directors
(the "Board"): Messrs. Edward C. Lund, Eric G. Mitchell, Jr.,
and Matthew A. Sutton. The Committee determines compensation for
the Chief Executive Officer and other executive officers, based
on qualitative and quantitative measures of performance, and
makes recommendations to the Board for approval. Actions by the
Committee relating to awards under the Company's Stock Option
Plan are, however, final in accordance with Rule 16b-3 under the
Securities Exchange Act of 1934.
Executive Officer Compensation Policy. The Committee's
executive compensation policy is designed to provide compensation
that is externally competitive at the various professional
levels. Application of the policy utilizes retrospective
quantitative criteria such as performance to objectives and
strategies, as measured by results of operations and individual
initiatives and achievements. The policy also encourages and
recognizes strategic actions that position the Company to better
compete in its markets for enhanced operational results in the
longer term. The objective of the policy is to encourage
initiative and to attract and retain qualified executives. As a
result of these factors, the actual change in compensation for
any particular executive officer for a particular year may be
higher than those of competitive sources and may not necessarily
reflect operational results of the preceding year. The Company
utilizes independently conducted market surveys to obtain
comparative compensation data.
Compensation Elements. Compensation currently paid to the
Company's executive officers principally consists of three
elements: base salary, bonus and periodic stock option awards.
Salary. The base salary of the Company's executive officers
is generally established by reference to base salaries paid to
executives in similar positions with similar responsibilities
based on publicly available compensation surveys. Base salaries
are reviewed and adjusted at the beginning of each fiscal year.
At the beginning of fiscal 1998, the Committee increased base
salaries of the Company's executive officers as a group by 8.4%.
By way of comparison, the Company's revenues increased 18.5% in
fiscal 1997 over fiscal 1996 and the Company achieved net income
in fiscal 1997 of $1,684,000 in fiscal 1997 (excluding tax
benefits recognized at the end of the fiscal year), as compared
to net income of $883,000 in fiscal 1996.
Bonus. During the past several years, the Company's
executive officers have participated in a bonus program available
to all of the Company's U.S. employees whereby each employee can
earn a bonus of one or two weeks' compensation based upon the
Company reaching certain operational targets established at the
beginning of the fiscal year. In fiscal 1997, each of the
Company's executive officers earned a bonus equal to two weeks'
base compensation, along with all the Company's other U.S.
employees, which bonuses were paid in fiscal 1998. Because
operational targets were not met for fiscal 1998, no bonuses will
be paid with respect to fiscal 1998 results.
Options/Stock Based Compensation. Stock options are
generally awarded at the beginning of each fiscal year under
stock option plans approved by the Company's shareholders.
Options are granted at an exercise price that is equal to the
fair market value of a common share on the date of the grant.
The Committee believes that stock ownership by management derived
from granting of stock options is beneficial because it aligns
the interests of executives with that of shareholders. It serves
to further encourage superior management performance and
specifically motivates executives to remain focused on factors
which enhance the market value of the Company's common stock. At
the beginning of fiscal 1998, the Committee granted stock options
to purchase 157,500 shares of common stock to officers and key
employees. Executive officers were granted 41.3% of the total
options granted to all officers and key employees.
Chief Executive Officer Compensation. Frederick M. Green is
evaluated by the same factors applicable to the evaluation of
other executive officers, as described above and participates in
the same executive compensation plans provided to the other
senior executives. At the beginning of fiscal 1998, the
Compensation Committee increased Mr. Green's base salary
approximately 10% from the prior year. Also, as noted above, Mr.
Green earned an additional two weeks salary which was paid in
fiscal 1998 based upon results achieved for fiscal 1997. Mr.
Green also was awarded at the beginning of fiscal 1998 stock
options to acquire 30,000 shares of Company common stock. The
Committee regards Mr. Green's cash compensation and stock option
awards in fiscal 1998 as reasonable in relation to published
information on compensation of executives with similar
responsibilities, as well as when measured against the progress
the Company has achieved in revenue and net income growth over
the past several fiscal years.
Submitted by the Compensation Committee of the Company's
Board of Directors:
Edward C. Lund Eric G. Mitchell, Jr. Matthew A. Sutton
STOCK PERFORMANCE GRAPH
The table below sets forth a comparison of the cumulative
shareholder return of the Company's Common Stock over the last
five fiscal years with the cumulative total return over the same
periods for the Nasdaq Market Index and the Electronic
Components, N.E.C. (SIC Code 3679, which includes 67 companies).
The table below compares the cumulative total return of the
Company's Common Stock over the last five fiscal years assuming a
$100 investment on May 30, 1993 and assuming reinvestment of all
dividends.--
<TABLE>
<CAPTION>
May 30, May 29, May 28, June 2, June 1, May 31,
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Ault $100.00 80.00 133.33 753.60 433.60 320.00
Incorporated
Electronic $100.00 117.10 200.16 262.20 414.10 387.51
Components
Index
NASDAQ $100.00 105.28 125.24 182.03 205.07 260.58
Market Index
(U.S.)
</TABLE>
THE COMPANY'S AUDITORS
McGladrey & Pullen, LLP, independent public accountants,
have served as the auditors of the Company since 1974. A
representative of McGladrey & Pullen, LLP is expected to be
present at the Annual Meeting of Shareholders, will have an
opportunity to make a statement if he or she desires to do so and
will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
The proxy rules of the Securities and Exchange Commission
permit shareholders of a company, after timely notice to the
company, to present proposals for shareholder action in the
company's proxy statements where such proposals are consistent
with applicable law, pertain to matters appropriate for
stockholder action and are not properly omitted by company action
in accordance with the proxy rules. The Ault Incorporated 1999
Annual Meeting of Shareholders is expected to be held on or about
September 30, 1999 and proxy materials in connection with that
meeting are expected to be mailed on or about August 24, 1999.
Shareholder proposals prepared in accordance with the proxy rules
to be included in the company's proxy materials for the 1999
Annual Meeting of Shareholders must be received by the Company on
or before May 30, 1999. In addition, pursuant to the
Commission's Rules 14a-4 and 14a-5(e), a shareholder must give
notice to the Company prior to July 11, 1999 of any proposal
which such shareholder intends to raise at the 1999 Annual
Meeting of Shareholders. If the Company receives notice of such
shareholder proposal after July 11, 1999, such proposal will be
considered untimely under the Commission's rules and the persons
named in proxies solicited by the Board of Directors of the
Company for its 1999 Annual Meeting of Shareholders may exercise
discretionary voting power with respect to such proposal.
GENERAL
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 and executive officers, and
persons who own more than 10% of a registered class of the
Company's equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities
of the Company. These insiders are required by Securities and
Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file, including Forms 3, 4
and 5.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written
representations that no other reports were required, the
Company's insiders complied with all Section 16(a) finding
requirements applicable to them during the fiscal year ended May
31, 1998.
Other Matters
Management knows of no other matters that will be presented
at the Annual Meeting of Shareholders. However, the enclosed
proxy gives discretionary authority in the event that any
additional matters should be presented.
The Annual Report of the Company for the past fiscal year is
enclosed herewith and contains the Company's financial statements
for the fiscal year ended May 31, 1998. Shareholders may receive
without charge a copy of the Company's Annual Report on Form 10-
K, including financial statements and schedules thereto, as filed
with the Securities and Exchange Commission, by writing to: Vice
President and Chief Financial Officer, Ault Incorporated, 7300
Boone Avenue North, Minneapolis, Minnesota 55428.
By Order of the Board of Directors,
Richard A. Primuth, Secretary
