<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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 (S)240.14a-11(c) or (S)240.14a-12
ALTRON INCORPORATED
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
________________________________________________________________________
[X] 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>
ALTRON INCORPORATED
NOTICE OF SPECIAL MEETING IN LIEU OF
THE 1996 ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1996
To the Stockholders:
A Special Meeting of the Stockholders of ALTRON INCORPORATED in lieu of the
1996 Annual Meeting will be held on Thursday, May 16, 1996 at 10:30 A.M. in
Room 3101 at the offices of Hutchins, Wheeler & Dittmar, 101 Federal Street,
Boston, Massachusetts, for the following purposes:
1. To elect a Board of Directors to serve until the next Annual Meeting of
Stockholders, as more fully described in the accompanying Proxy
Statement.
2. To consider and act upon a proposal to approve an amendment of the
Altron Incorporated 1991 Stock Option Plan which was approved by the
Board of Directors on March 12, 1996, whereby the number of shares
reserved for issuance under such plan was increased from 2,000,000
shares of Common Stock to 2,500,000 shares of Common Stock.
3. To consider and act upon a proposed amendment to the Company's Articles
of Organization increasing the number of authorized shares of Common
Stock, par value $.05 per share, from 30,000,000 shares to 40,000,000
shares.
4. To consider and act upon a proposal to approve the Altron Incorporated
1996 Stock Option Plan for Non-Employee Directors which was adopted by
the Board of Directors on April 2, 1996.
5. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 12, 1996 as
the record date for the meeting. All stockholders of record on that date are
entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
By order of the Board of Directors,
Anthony J. Medaglia, Jr., Clerk
Wilmington, Massachusetts
April 22, 1996
<PAGE>
ALTRON INCORPORATED
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ALTRON INCORPORATED (the "Company") for
use at the Special Meeting of Stockholders in lieu of the 1996 Annual Meeting
to be held on Thursday, May 16, 1996, at the time and place set forth in the
Notice of Meeting, and at any adjournment thereof. The approximate date on
which this Proxy Statement and enclosed form of proxy are first being sent to
stockholders is April 22, 1996.
If the enclosed proxy is properly executed and returned, it will be voted in
the manner directed by the stockholder. If no instructions are specified with
respect to any particular matter to be acted upon, proxies will be voted in
favor thereof. Any person giving the enclosed form of proxy has the power to
revoke it by voting in person at the meeting, or by giving written notice of
revocation to the Clerk of the Company at any time before the proxy is
exercised.
The holders of a majority in interest of all Common Stock issued,
outstanding and entitled to vote are required to be present in person or be
represented by proxy at the meeting in order to constitute a quorum for the
transaction of business. The election of nominees for Director will be decided
by plurality vote. The affirmative vote of the holders of at least a majority
of the shares of the Common Stock voting in person or by proxy at the meeting
is required to approve the 1996 Stock Option Plan for Non-Employee Directors
and the amendment of the 1991 Stock Option Plan. The affirmative vote of the
holders of at least a majority of the shares of Common Stock outstanding is
required to approve the increase in the number of Shares of Common Stock which
the Company has the authority to issue. Abstentions and "non-votes" are
counted as present in determining whether the quorum requirement is satisfied.
Abstentions and "non-votes" have the same effect as votes against proposals
presented to stockholders other than election of directors. A "non-vote"
occurs when a nominee holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions from the
beneficial owner.
The Company will bear the costs of this solicitation. It is expected that
the solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra
compensation for their activities) may also solicit proxies by telephone,
telegraph and in person and arrange for brokerage houses and their custodians,
nominees and fiduciaries to send proxies and proxy material to their
principals at the expense of the Company.
The Company's principal executive offices are located at One Jewel Drive,
Wilmington, Massachusetts 01887, telephone number (508) 658-5800.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on April 12, 1996 are
entitled to notice of and to vote at the meeting. On that date, the Company
had outstanding and entitled to vote 10,039,737 shares of Common Stock with a
par value of $.05 per share. Each outstanding share of the Company's Common
Stock entitles the record holder to one vote. None of the information in this
Proxy Statement has been adjusted to reflect the 3 for 2 stock split effected
in the form of a 50% stock dividend declared April 2, 1996 and payable May 10,
1996 to shareholders of record on April 18, 1996.
<PAGE>
ELECTION OF DIRECTORS
The persons named in the accompanying proxy, unless otherwise instructed by
the stockholder giving the proxy, intend to elect as Directors the five
nominees listed below, each such Director to hold office until the next Annual
Meeting and until his successor shall be duly elected and qualified.
In the event that any of the nominees should become unwilling or unable to
accept nomination or election as a Director, which is not anticipated, the
proxy will be voted for the election of such substitute nominees as management
may recommend. In no event will the proxy be voted for the election of more
than five Directors. Should management not recommend a substitute for any
nominee, the proxy will be voted for the election of the remaining nominees.
None of the nominees are related to any other nominee or to any Executive
Officer of the Company.
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY YEAR FIRST
OR PRINCIPAL OCCUPATION ELECTED A
NAME OF NOMINEE DURING THE PAST FIVE YEARS AGE DIRECTOR
--------------- -------------------------- --- ----------
<S> <C> <C> <C>
Samuel Altschuler....... President and a Director since 1970. Since 68 1970
December 1983, Chairman of the Board of
Directors. Director of MASSBANK Corp.
Burton Doo.............. Executive Vice President since 1983 and 65 1970
Treasurer from 1973 through March 1992.
President, Altron Systems Corporation
since June 1994.
Thomas M. Claflin, II... President of Claflin Capital Management, 55 1970
Inc., a venture capital management
company. Director of Zoll Medical
Corporation.
Daniel A. Cronin, Jr. .. President of Northbridge Management Co., 67 1979
Inc., an investment management company.
Director of C.R. Bard, Incorporated.
Anthony J. Medaglia, Attorney, shareholder in the law firm of 59 1970
Jr. ................... Hutchins, Wheeler & Dittmar, a
Professional Corporation.
</TABLE>
BOARD MEETINGS AND COMMITTEES OF THE BOARD
During fiscal 1995, there were 12 meetings of the Board of Directors. Each
of the Directors attended at least 75% of such meetings.
The Board of Directors has an Audit Committee, comprised of Messrs. Cronin,
Claflin and Medaglia, which makes recommendations to the Board with respect to
selection of independent auditors and reviews with such auditors the scope of
the audit for each year, the results of the audit when completed and the
recommendations of such auditors. The Audit Committee met once during fiscal
1995 and all of its members attended that meeting.
The Board of Directors has a Stock Option Committee, comprised of Messrs.
Cronin, Claflin and Medaglia, which administers the Company's 1991 Stock
Option Plan. The Stock Option Committee met 9 times during fiscal 1995 and all
of its members attended at least 75% of such meetings.
The Company has neither a compensation committee nor a nominating committee.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of April 12, 1996, the number and
percentage of outstanding shares of Common Stock beneficially owned (as
defined in accordance with Rule 13d-3 under the Securities Exchange Act of
1934) by (i) all persons known by the Company to own beneficially more than 5%
of the Company's Common Stock, (ii) each Director of the Company, (iii) each
Executive Officer of the Company and (iv) all Directors and Executive Officers
as a group. Unless otherwise indicated, all persons listed hold sole voting
and investment power with respect to the shares listed opposite their
respective names.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
TITLE OF BENEFICIAL PERCENT OF
NAME CLASS OWNERSHIP CLASS
---- ------------ ---------- ----------
<S> <C> <C> <C>
Samuel Altschuler (1)(2)(3)(4)(5)............ Common Stock 1,269,150 12.6%
One Jewel Drive
Wilmington, MA 01887
Nancy Altschuler (3)(7)...................... Common Stock 594,981 5.9%
One Jewel Drive
Wilmington, MA 01887
Burton Doo (1)(2)(6)......................... Common Stock 361,850 3.6%
One Jewel Drive
Wilmington, MA 01887
Anthony J. Medaglia, Jr. (2)(8).............. Common Stock 71,960 *
Thomas M. Claflin, II (2)(9)................. Common Stock 99,295 *
Daniel A. Cronin, Jr. (2)(10)................ Common Stock 46,250 *
Peter D. Brennan (1)(11)..................... Common Stock 22,000 *
All Directors and Executive Officers
as a group (6 persons) (12)................. Common Stock 1,870,505 18.2%
</TABLE>
- --------
* Less than one percent
(1) Executive Officer of the Company.
(2) Director of the Company.
(3) Mr. and Mrs. Altschuler are general partners of a nominee partnership
which holds 466,875 shares, all of which are included in the shares
listed as owned by both Mr. and Mrs. Altschuler. Mr. Altschuler has sole
voting rights with respect to these shares and shares investment power
with his wife. Of the shares held of record by the nominee partnership,
155,250 shares are held as a nominee for Mrs. Altschuler as trustee of
trusts established for the benefit of her children, as to which shares
she disclaims beneficial interest.
(4) Does not include 128,106 shares held by the Samuel Altschuler 1980
Irrevocable Trust, in which members of the Altschuler family have an
interest.
(5) Includes 65,000 shares which can be acquired pursuant to options
currently exercisable or exercisable within sixty days.
Footnotes continued on following page
3
<PAGE>
(6) Includes 53,750 shares which can be acquired pursuant to options
currently exercisable or exercisable within sixty days.
(7) Includes 128,106 shares which Mrs. Altschuler holds as a cotrustee of the
Samuel Altschuler 1980 Irrevocable Trust, in which members of the
Altschuler family has an interest. Mrs. Altschuler disclaims beneficial
ownership of such shares.
(8) Includes 28,250 shares which can be acquired pursuant to options
currently exercisable or exercisable within sixty days.
(9) Includes 30,500 shares which can be acquired pursuant to options
currently exercisable or exercisable within sixty days.
(10) Includes 35,000 shares which can be acquired pursuant to options
currently exercisable or exercisable within sixty days.
(11) Includes 22,000 shares which can be acquired pursuant to options
currently exercisable or exercisable within sixty days.
(12) Includes 234,500 shares which Executive Officers and Directors have the
right to acquire through the exercise of options currently exercisable or
exercisable within 60 days.
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 and the Performance Graph on page 7 shall
not be incorporated by reference into any such filing.
BOARD OF DIRECTORS AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company has no formal compensation committee. The Board of Directors
determines and awards compensation for the Company's executive officers and
key employees. In addition, the Stock Option Committee of the Board of
Directors administers the Company's 1991 Stock Option Plan and determines
stock option awards for all employees of the Company, including the Company's
executive officers. Two of the five members of the Board of Directors are
executive officers of the Company. None of the members of the Stock Option
Committee are executive officers or employees of the Company.
The Company's compensation program utilizes a combination of base salaries
and stock option awards made under the Company's 1991 Stock Option Plan. Stock
options are intended to link corporate performance and stockholder return to
executive compensation by providing an incentive to executive officers to
increase the market value of the Company's Common Stock over the long-term.
The Board of Directors reviews the compensation arrangements of the
Company's executive officers on an annual basis. In determining compensation
for the Company's executive officers, the Board of Directors considers the
responsibility associated with and the skills required for the position, the
executive's performance history, the overall profitability of the Company, and
the level of compensation necessary, in the judgment of the Board, to attract
and retain the executive talent required for the success of the Company. In
setting the cash compensation of executives, the Board of Directors also
considers the size of option grants being made by the Stock Option Committee.
4
<PAGE>
In 1993, the Internal Revenue Code of 1986, as amended (the "Code"), was
amended to limit the deduction a public company is permitted for compensation
paid in 1994 and thereafter to its chief executive officer and to the four
most highly compensated executive officers, other than the chief executive
officer. Generally, amounts paid in excess of $1 million to a covered
executive, other than performance-based compensation, cannot be deducted. In
order to qualify as performance-based compensation under the new tax law
certain requirements must be met, including approval of the performance
measures by the stockholders. The Stock Option Committee intends to consider
ways to maximize deductibility of executive compensation, while retaining the
discretion the Stock Option Committee considers appropriate to compensate
executive officers at levels commensurate with their responsibilities and
achievements.
The Stock Option Committee, in determining the number of options granted to
executive officers, considers options granted to such executives in previous
years and the potential value which may be realized upon exercise of the
options as a result of appreciation of the Company's Common Stock during the
term of the option. During fiscal 1995, the Stock Option Committee granted to
each of Burton Doo and Peter D. Brennan the following options to purchase
shares of the Company's Common Stock: Mr. Doo, 10,000 shares at an exercise
price of $13.75 per share and 5,000 shares at an exercise price of $26.25 per
share; and Mr. Brennan, 10,000 shares at an exercise price of $13.75 per
share. The exercise price of such options is equal to the market price of the
Company's Common Stock at the time of grant. The options have a 10 year term.
The options for the purchase of 10,000 shares vest in 20% increments on the
first anniversary of the date of grant and on each of the next four annual
anniversaries of the date of grant. The option for the purchase of 5,000
shares vests as to 3,000 shares on January 1, 1996 and as to 2,000 shares on
January 1, 1997. The vesting schedule of the options is intended to provide
the long-term incentives described above.
COMPENSATION OF SAMUEL ALTSCHULER, PRESIDENT AND CHAIRMAN
The Board of Directors established the compensation of Samuel Altschuler,
the President and Chairman of the Board of Directors of the Company, for the
fiscal year ended December 30, 1995 using the same criteria that were used to
determine the compensation of other executive officers as described above. Mr.
Altschuler's base compensation was increased approximately 12% in general
recognition of his level of responsibility and his individual efforts for the
benefit of the Company. It should be noted that the Company's net income for
the fiscal year ended December 30, 1995 increased approximately 72% over net
income for the fiscal year ended December 31, 1994.
During fiscal 1995, the Stock Option Committee granted Mr. Altschuler
options for the purchase of 10,000 shares of the Company's Common Stock at an
exercise price of $15.125 per share, and 5,000 shares of the Company's Common
Stock at $28.875 per share. Such exercise prices are equal to 110% of the fair
market value of the Common Stock at the time of the grant. The options expire
after five years. The option for the purchase of 10,000 shares vests in 20%
increments on April 19, 1996, 1997, 1998 and 1999, with the final 20% vesting
on January 19, 2000. The option for the purchase of 5,000 shares vests as to
3,000 shares on January 1, 1996 and as to 2,000 shares on January 1, 1997. In
determining the number of shares subject to the options granted to Mr.
Altschuler, the Stock Option Committee considered the options previously
granted to him, as well as the potential appreciation in the market price of
the Company's Common Stock over the term of the options. In granting options
with a delayed vesting date, the Stock Option Committee intended to provide
long-term incentives for continued improvement in the Company's performance.
The Stock Option Committee views the determination as to the size of stock
option grants to executive officers, including Mr. Altschuler, to be an
exercise of subjective judgment by the Stock Option Committee.
5
<PAGE>
The foregoing report has been approved by all members of the Board of
Directors and by all members of the Stock Option Committee.
BOARD OF DIRECTORS STOCK OPTION COMMITTEE
Samuel Altschuler Thomas M. Claflin, II
Burton Doo Daniel A. Cronin, Jr.
Thomas M. Claflin, II Anthony J. Medaglia, Jr.
Daniel A. Cronin, Jr. COMPENSATION COMMITTEE INTERLOCKS
Anthony J. Medaglia, Jr. AND INSIDER PARTICIPATION
The Company has no formal compensation committee. During fiscal 1995,
Messrs. Altschuler and Doo, who are executive officers of the Company, served
as directors and participated in deliberations of the Company's Board of
Directors concerning executive compensation.
6
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
stockholder return to the Company's stockholders with that of The Nasdaq
National Market Index and an industry index for Standard Industrial
Classification ("SIC") Code 3672, printed circuit boards, for the five-year
period ended December 30, 1995.
The graph assumes $100 was invested on December 29, 1990 in the Company's
Common Stock, in The Nasdaq National Market companies and in the industry
index and also assumes reinvestment of dividends.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR TOTAL RETURN
ALTRON INCORPORATED, NASDAQ NATIONAL MARKET INDEX
AND SIC CODE INDEX
<CAPTION>
Measurement period
(Fiscal Year Covered) Altron Nasdaq SIC Index
- --------------------- -------- -------- ---------
<S> <C> <C> <C>
Measurement PT -
12/29/90 $ 100 $100 $100
FYE 12/30/1991 $ 158 $128 $204
FYE 12/30/1992 $ 181 $130 $277
FYE 12/30/1993 $ 542 $156 $404
FYE 12/30/1994 $ 948 $163 $319
FYE 12/30/1995 $1,740 $212 $513
</TABLE>
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid to the Company's Chief Executive Officer and each of the Company's
Executive Officers (other than the Chief Executive Officer) whose total annual
salary and bonus exceeded $100,000 for all services rendered in all capacities
to the Company for the Company's three fiscal years ended December 30, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------- -------------
INCENTIVE
NAME AND STOCK OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY (SHARES)(1) COMPENSATION(2)
------------------ ---- -------- ------------- ---------------
<S> <C> <C> <C> <C>
Samuel Altschuler.................. 1995 $250,455 15,000 $3,033
Chairman and President 1994 223,728 -- 3,487
1993 208,323 37,500 3,317
Burton Doo......................... 1995 $224,148 15,000 $2,250
Executive Vice President 1994 202,978 -- 2,250
1993 182,071 15,000 2,237
Peter D. Brennan................... 1995 $137,643 10,000 $1,970
Vice President, Chief Financial 1994 127,995 -- 1,853
Officer and Treasurer 1993 119,561 15,000 1,473
</TABLE>
- --------
(1) Reflects 3-for-2 split of the Company's Common Stock distributed on
February 10, 1995.
(2) "All Other Compensation" consists of the Company's contributions to its
401(k) Plan and insurance premiums paid by the Company for the benefit of
the named Executive Officer.
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in fiscal 1995 to
the named Executive Officers. Pursuant to applicable regulations of the
Securities and Exchange Commission, the following table also sets forth the
hypothetical value which might be realized with respect to such options based
on assumed rates of stock appreciation of 5% and 10% compounded annually from
date of grant to the end of the option terms.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (1)
--------------------------------------------- ----------------------
PERCENTAGE
OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED 1995 (PER SHARE) DATE 5% 10%
---- ---------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Samuel Altschuler....... 10,000(2) 2.7% $15.125 4/19/00 $ 24,239 $ 70,195
Chairman and President 5,000(3) 1.4% $28.875 12/22/00 $23,137 $ 67,004
Burton Doo.............. 10,000(4) 2.7% $13.75 4/19/05 $ 86,473 $ 219,140
Executive Vice Presi-
dent 5,000(5) 1.4% $26.25 12/22/05 $82,542 $ 209,179
Peter D. Brennan........ 10,000(4) 2.7% $13.75 4/19/05 $ 86,473 $ 219,140
Vice President,
Chief Financial Officer
and Treasurer
</TABLE>
- --------
(1) These values are based on assumed rates of appreciation only. Actual
gains, if any, on shares acquired on option exercises are dependent on the
future performance of the Company's Common Stock. There can be no
assurance that the values reflected in this table will be achieved.
(2) Granted on April 19, 1995. The option has a five-year term and vests in
20% increments on April 19, 1996, 1997, 1998 and 1999, with the final 20%
vesting on January 19, 2000.
(3) Granted on December 22, 1995. The option has a five-year term and vests as
to 3,000 shares on January 1, 1996 and 2,000 shares on January 1, 1997.
(4) Granted on April 19, 1995. The options have a ten-year term and vest in
20% increments on April 19 in the year 1996 and on that date in each of
the succeeding four calendar years.
(5) Granted on December 22, 1995. The option has a ten-year term and vests as
to 3,000 shares on January 1, 1996 and 2,000 shares on January 1, 1997.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND 12/30/95 OPTION VALUES
The following table provides information on option exercises and on the
value of the named Executive Officers' unexercised options at December 30,
1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT 12/30/95 OPTIONS AT 12/30/95(1)
ACQUIRED VALUE ------------------------------- -------------------------
NAME ON EXERCISE(2) REALIZED(3) EXERCISABLE(2) UNEXERCISABLE(2) EXERCISABLE UNEXERCISABLE
---- -------------- ----------- -------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Samuel Altschuler....... 0 0 60,000 15,000 $1,593,000 $154,375
Chairman and President
Burton Doo.............. 0 0 48,750 15,000 $1,293,125 $181,250
Executive Vice
President
Peter D. Brennan........ 2,500 $62,300 20,000 10,000 $ 484,600 $162,500
Vice President,
Chief Financial
Officer and Treasurer
</TABLE>
- --------
(1) Value of unexercised in-the-money stock options represents the difference
between the exercise prices of the stock options and the closing price of
the Company's Common Stock on The Nasdaq National Market on December 29,
1995.
(2) Reflects 3-for-2 split of the Company's Common Stock distributed on
February 10, 1995.
(3) Value realized on exercise represents the difference between the exercise
prices of stock options exercised and the trading price of the Company's
Common Stock on The Nasdaq National Market on the date of such exercise.
APPROVAL OF AMENDMENT OF THE
ALTRON INCORPORATED 1991 STOCK OPTION PLAN
There will be presented at the meeting a proposal to approve an amendment of
the Altron Incorporated 1991 Stock Option Plan (the "1991 Plan") which was
approved by the Board of Directors on March 12, 1996, whereby the number of
shares reserved for issuance under the 1991 Plan was increased from 2,000,000
shares of Common Stock to 2,500,000 shares of Common Stock. At April 12, 1996,
options for the purchase of 904,150 shares of Common Stock were outstanding
under the 1991 Plan.
Set forth below is a summary of the principal provisions of the 1991 Plan, a
copy of which may be obtained from the Clerk of the Company upon request. The
Board of Directors recommends that the stockholders approve the amendment of
the 1991 Plan. The affirmative vote of the holders of at least a majority of
the Common Stock voting in person or by proxy at the meeting will be required
for the approval of the amendment of the 1991 Plan.
Purpose. The 1991 Plan is intended to encourage ownership of the Common
Stock by employees of the Company to induce qualified personnel to enter and
remain in the employ of the Company. The 1991 Plan provides for the granting
of incentive stock options intended to meet the requirements of Section 422 of
the Code as well as for the granting of options that do not meet those
requirements. Shares issued under the 1991 Plan
10
<PAGE>
may be either authorized but unissued shares or treasury shares. If any
unexercised option granted under the 1991 Plan lapses or terminates for any
reason, the shares covered thereby may again be optioned thereunder.
Administration. The 1991 Plan is administered by the Stock Option Committee
of the Board of Directors (the "Committee") consisting of two or more
Directors of the Company appointed by the Board of Directors. The Committee
determines the employees to whom options shall be granted, the number of
shares to be covered by such options, the terms of such options and the
vesting schedule for such options. Present members of the Committee are Thomas
M. Claflin, II, Daniel A. Cronin, Jr. and Anthony J. Medaglia, Jr. The Board
of Directors may at any time terminate, modify or adopt amendments to the 1991
Plan provided that such termination, modification or amendments shall not
affect existing rights of any participant under an option previously granted
to the participant without such participant's consent. Furthermore, without
the approval of the stockholders, no amendment may be made by the Board to the
1991 Plan which increases the maximum number of shares as to which options may
be granted under the 1991 Plan or increases the number of shares for which an
option may be granted to any optionee. Unless sooner terminated by the Board,
the 1991 Plan terminates on May 14, 2002, the tenth anniversary of the date on
which it was adopted by the Company's stockholders.
Number of Shares. Under the amendment adopted by the Board on March 12,
1996, the total number of shares of Common Stock subject to the 1991 Plan was
increased from 2,000,000 shares to 2,500,000 shares, subject to adjustment in
the event of stock dividends, stock splits, mergers, consolidations or other
recapitalizations or reorganizations of the Company.
Eligibility to Participate. Options may be granted under the 1991 Plan to
regularly salaried employees (as defined in Section 425 of the Code) of the
Company or any of its subsidiaries in key positions. Directors who are not
otherwise employees of the Company or any of its subsidiaries shall not be
eligible to be granted an option pursuant to the 1991 Plan. In determining the
eligibility of an individual to be granted an option, and the number of shares
to be subject to purchase under such option, the Committee takes into account
the position and responsibilities of the individual being considered, his or
her present and potential contributions to the success of the Company or its
subsidiaries and such other factors as the Committee deems relevant. Incentive
stock options may be granted only to an employee who owns stock possessing not
more than 10% of the total combined voting power of all classes of stock of
the Company, unless the purchase price for the stock under such option is at
least 110% of its fair market value at the time such option is granted and the
option, by its terms, is not exercisable more than five years from the date on
which it is granted.
The maximum number of shares with respect to which an option or options may
be granted to any employee in any one taxable year of the Company shall not
exceed 50,000, taking into account shares granted during such taxable period
under options that have terminated.
Terms of Options. The exercise price of each option granted under the 1991
Plan is determined by the Committee at the time of granting of the option but,
in the case of an incentive stock option, shall in no event be less than the
fair market value of the Common Stock covered by the option at the time the
option is granted. Except as otherwise determined by the Committee, each
option shall become exercisable as to 20% of the shares covered thereby on
each of the first, second, third, fourth and fifth anniversaries of the date
of the grant of such option. The Committee in its sole discretion may
accelerate the exercisability of any option granted under the 1991 Plan.
Notwithstanding the foregoing two sentences, an option granted to any Director
or officer of the Company shall not be exercisable prior to six months and one
day after the date of the grant.
11
<PAGE>
Options granted under the 1991 Plan expire not more than ten years from the
date of grant. Options may be exercised by giving written notice to the
Company, signed by the person exercising the option, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full, which payment may be in cash or in shares of the Company's
stock already owned by the person exercising the option.
Options granted under the 1991 Plan terminate one month after termination of
employment for any reason other than death, disability, cause or breach of an
employment agreement. Such options terminate six months (but not beyond the
original term) following termination of employment on account of disability or
death, and terminate immediately upon termination of employment for cause or
for breach of an employment contract.
APPROVAL OF THE
ALTRON INCORPORATED 1996 STOCK OPTION PLAN FORNON-EMPLOYEE DIRECTORS
There will be presented at the meeting a proposal to approve the Altron
Incorporated 1996 Stock Option Plan for Non-Employee Directors (the "1996 Non-
Employee Plan"), which was adopted by the Company's Board of Directors on
April 2, 1996. The Board of Directors recommends that the stockholders approve
the 1996 Non-Employee Plan. The affirmative vote of the holders of at least a
majority of the Company's Common Stock voting in person or by proxy at the
meeting will be required for such approval. Set forth below is a summary of
the principal provisions of the 1996 Non-Employee Plan. A copy of the entire
1996 Non-Employee Plan is available from the Clerk of the Company upon
request.
Purpose. The 1996 Non-Employee Plan is intended to attract and retain the
services of experienced and knowledgeable independent Directors who are not
employees of the Company for the benefit of the Company and its stockholders
and to provide additional incentive for them to continue to work for the best
interests of the Company and its stockholders through continuing ownership of
its Common Stock. The 1996 Non-Employee Plan provides for the grant of
nonqualified options not intended to meet the requirements of Section 422 of
the Code for the purchase of an aggregate of 25,000 shares of the Company's
Common Stock by the current non-employee Directors of the Company and by any
other persons who are duly elected as non-employee Directors of the Company
within the three-year period commencing on the date of approval of the 1996
Non-Employee Plan by the Company's stockholders.
Terms of Options. The exercise price for options granted under the 1996 Non-
Employee Plan shall be the mean between the high and low sales prices of the
Company's Common Stock on The Nasdaq National Market as reported in the Wall
Street Journal on the date of the grant for the immediately preceding business
day, provided that if the Common Stock is not then listed on The Nasdaq
National Market, the exercise price shall be the fair market value as
determined by the Board of Directors. On April 2, 1996, options to purchase
5,000 shares of the Company's Common Stock were granted pursuant to the 1996
Non-Employee Plan, subject to stockholder approval, to each of Messrs.
Claflin, Cronin and Medaglia at an exercise price equal to the fair market
value of the Common Stock on the business day immediately preceding the grant
date.
Options granted under the 1996 Non-Employee Plan shall not be exercisable
prior to the first anniversary of the date of grant. Such options become
exercisable on a cumulative basis as to one-third of the shares covered
thereby on each of the first, second and third anniversaries of the date of
grant of such options. No option shall be exercisable after ten years from the
date on which it was granted.
12
<PAGE>
Options granted under the 1996 Non-Employee Plan are not assignable or
transferable by the optionee other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order. The exercise
price of options granted thereunder must be paid in full upon exercise.
Payment may be made in cash or shares of the Common Stock of the Company
already owned for a period of six months by the person exercising such option,
or in some combination thereof.
In the event of the death or disability of an optionee, the option granted
to such optionee under the 1996 Non-Employee Plan may be exercised, to the
extent the optionee was entitled to do so on the date of his death or
termination of service as a Director by reason of disability, as the case may
be, by (i) the estate of such optionee, any person or persons who acquired the
right to exercise such option by bequest or inheritance or otherwise by reason
of the death of such optionee or (ii) the optionee, as applicable. The option
may be exercised at any time within one year after the date of the death or
termination of service on account of disability of such optionee, as
applicable, or prior to the date on which the option expires by its terms,
whichever is earlier.
In the event that an optionee ceases to be a Director of the Company other
than by virtue of his death or disability, the option granted to such optionee
may be exercised by him only to the extent that the right to exercise his
option has accrued and is in effect. Such option may be exercised at any time
within thirty business days after the date such optionee has ceased to be a
Director of the Company or prior to the date on which the option expires by
its terms, whichever is earlier. Notwithstanding the foregoing, if termination
as a Director was made by the Company for cause, the option covered under the
1996 Non-Employee Plan shall terminate immediately at the time the optionee
ceases to be a Director of the Company.
The 1996 Non-Employee Plan provides that the number of shares issuable
thereunder shall be adjusted to prevent dilution in the event of any
reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, combination of shares or stock dividend.
The 1996 Non-Employee Plan will terminate three years from the date upon
which it is approved by the stockholders, but the Board of Directors may at
any time terminate, modify or amend the Plan; provided, however, that no
modification or amendment to the provisions of the 1996 Non-Employee Plan may
be made more than once every six months other than to comply with changes in
the Code, the Employee Retirement Income Security Act, or the rules
thereunder, if the effect of such amendment or modification would be to
materially modify (i) the requirements for eligibility under the 1996 Non-
Employee Plan, (ii) the timing of the grants of options to be granted under
the 1996 Non-Employee Plan or (iii) the number of shares of Common Stock
subject to options to be granted under the 1996 Non-Employee Plan. Any
amendment to the provisions of the 1996 Non-Employee Plan which (i) materially
increases the number of shares which may be subject to options granted under
the 1996 Non-Employee Plan, (ii) materially increases the benefits accruing to
participants under the 1996 Non-Employee Plan, or (iii) materially modifies
the requirement for eligibility to participate in the 1996 Non-Employee Plan,
shall be subject to approval by the Company's stockholders. Termination,
modification or amendment of the 1996 Non-Employee Plan shall not, without the
consent of an optionee, affect his rights under an option previously granted
to him.
The high and low sale prices of the Company's Common Stock on The Nasdaq
National Market on April 12, 1996 were $31.25 and $30.50, respectively.
The Non-Employee Directors currently receive no compensation for their
service as Directors, other than options granted under the 1995 Non-Employee
Plan and options granted under the Altron Incorporated 1989, 1992 and 1993
Stock Option Plans for Non-Employee Directors.
13
<PAGE>
TAX EFFECTS OF PLAN PARTICIPATION
Options granted under the 1991 Plan are intended to be either incentive
stock options, as defined in Section 422 of the Code, or nonqualified stock
options. Options granted under the 1996 Non-Employee Plan are nonqualified
stock options.
Incentive Stock Options. Except as provided below with respect to the
alternative minimum tax, the optionee will not recognize taxable income upon
the grant or exercise of an incentive stock option. If the optionee holds the
shares received pursuant to the exercise of the option for at least one year
after the date of exercise and for at least two years after the option is
granted, the optionee will recognize long-term capital gain or loss upon the
disposition of the stock measured by the difference between the option
exercise price (the stock's basis) and the amount received for such shares
upon disposition.
In the event that the optionee disposes of the stock prior to the expiration
of the required holding periods (a "disqualifying disposition"), the optionee
generally will realize ordinary income equal to the difference between the
exercise price and the lower of the fair market value of the stock at the date
of the option exercise or the sale price of the stock. The basis in the stock
acquired upon exercise of the option will equal the amount of income
recognized by the optionee plus the option exercise price. Upon eventual
disposition of the stock, the optionee will recognize long-term or short-term
capital gain or loss, depending on the holding period of the stock and the
difference between the amount realized by the optionee upon disposition of the
stock and the optionee's basis in the stock.
For alternative minimum tax purposes, the excess of the fair market value of
stock on the date of the exercise of the incentive stock option over the
exercise price of the option is included in alternative minimum taxable income
for alternative minimum tax purposes. If the alternative minimum tax applies
to the optionee, an alternative minimum tax credit may reduce the regular tax
upon eventual disposition of the stock.
The Company will not be allowed an income tax deduction upon the grant or
exercise of an incentive stock option. Upon a disqualifying disposition by the
optionee of shares acquired upon exercise of the incentive stock option, the
Company will be allowed a deduction in an amount equal to the ordinary income
recognized by the optionee.
Under the proposed regulations issued by the Internal Revenue Service, the
exercise of an option with previously acquired stock of the Company will be
treated as, in effect, two separate transactions. Pursuant to Section 1036 of
the Code, the first transaction will be a tax-free exchange of the previously
acquired shares for the same number of new shares. The new shares will retain
the basis and, except, as provided below, the holding periods of the
previously acquired shares. The second transaction will be the issuance of
additional new shares having a value equal to the difference between the
aggregate fair market value of all of the new shares being acquired and the
aggregate option exercise price for those shares. Because the exercise of an
incentive stock option does not result in the recognition by the optionee of
income, this issuance will also be tax-free (unless the alternative minimum
tax applies, as described above). The optionee's basis in these additional
shares will be zero and the optionee's holding period for these shares will
commence on the date on which the shares are transferred. For purposes of the
one and two-year holding period requirements which must be met for favorable
incentive stock option tax treatment to apply, the holding periods of
previously acquired shares are disregarded.
Nonqualified Stock Options. As in the case of incentive stock options, no
income is recognized by the optionee on the grant of a nonqualified stock
option. On the exercise by an optionee of a nonqualified option,
14
<PAGE>
generally the excess of the fair market value of the stock when the option is
exercised over its cost to the optionee will be (a) taxable to the optionee as
ordinary income and (b) deductible for income tax purposes by the Company. The
optionee's tax basis in his stock will equal his cost for the stock plus the
amount of ordinary income the optionee had to recognize with respect to the
nonqualified stock option.
The Internal Revenue Service will treat the exercise of a nonqualified stock
option with already owned stock of the Company as two transactions. First,
there will be a tax-free exchange of the old shares for a like number of
shares under Section 1036 of the Code, with such exchanged shares retaining
the basis and holding periods of the old shares. Second, there will be an
issuance of additional new shares having a value equal to the difference
between the fair market value of all the new shares being acquired (including
the exchanged shares and the additional new shares) and the aggregate option
price for those shares. The employee will recognize ordinary income under
Section 83 of the Code, in an amount equal to the fair market value of the
additional new shares. The additional new shares will have a basis equal to
the fair market value of the additional new shares.
Accordingly, upon a subsequent disposition of stock acquired upon the
exercise of a nonqualified stock option, the optionee will recognize short-
term or long-term capital gain or loss, depending upon the holding period of
the stock equal to the difference between the amount realized upon disposition
of the stock by the optionee and the optionee's basis in the stock.
For all options, different tax rules may apply if the optionee is subject to
Section 16 of the Securities Exchange Act of 1934.
NEW PLAN BENEFITS
It is not possible to state the persons who will receive options under the
1991 Plan in the future, nor the amount of options which will be granted
thereunder. The following table provides information with respect to options
granted since the beginning of fiscal 1995 under the 1991 Plan. See "Approval
of Amendment of Altron Incorporated 1991 Stock Option Plan" for a description
of the options which are provided for under the 1991 Plan. The following table
also provides information as to options to be received under the 1996 Non-
Employee Plan upon approval of the 1996 Non-Employee Plan by the stockholders.
See "Approval of Altron Incorporated 1996 Stock Option Plan for Non-Employee
Directors" for a description of the options which are provided for under the
1996 Non-Employee Plan.
<TABLE>
<CAPTION>
1996 NON-EMPLOYEE
1991 PLAN PLAN
--------------- ------------------
DOLLAR NUMBER DOLLAR NUMBER
NAME AND POSITION VALUE OF UNITS VALUE OF UNITS(3)
- ----------------- ------ -------- ------ -----------
<S> <C> <C> <C> <C>
Samuel Altschuler........................ (1) 15,000(2)
Burton Doo............................... (1) 15,000(2)
Peter D. Brennan......................... (1) 10,000(2)
Executive Officers as a Group............ (1) 40,000(2)
All Directors as a group
(excluding Executive Officers).......... (1) (1) 15,000(3)
Employees as a Group
(excluding Executive Officers).......... 331,000(4)
</TABLE>
- --------
(1) The dollar value of the options is equal to the difference between the
exercise price of the options granted and the fair market value of the
Company's Common Stock at the date of exercise.
15
<PAGE>
(2) See "Board of Director and Stock Option Committee Report on Executive
Compensation" and "Option Grants in Last Fiscal Year" for information
concerning these options.
(3) On April 2, 1996, options to acquire 5,000 shares of Common Stock were
granted to each of Messrs. Claflin, Cronin and Medaglia subject to
stockholder approval of the 1996 Non-Employee Plan.
(4) Options were granted at varying times since January 1, 1995. Grant dates,
number of options granted and exercise prices are as follows: January 25,
1995 options to acquire 13,500 shares at $15.00 per share; March 15, 1995
options to acquire 3,000 shares at $15.25 per share; April 19, 1995,
options to acquire 273,000 shares at $13.75 per share; June 5, 1995,
options to acquire 6,000 shares at $16.00 per share; June 9, 1995,
options to acquire 1,000 shares at $13.75 per share; August 15, 1995,
options to acquire 4,500 shares at $25.25 per share; October 12, 1995,
options to acquire 27,000 shares at $26.50 per share, and; December 22,
1995, options to acquire 3,000 shares at $26.25 per share.
PROPOSED AMENDMENT INCREASING THE NUMBER OF SHARES
OF COMMON STOCK WHICH THE COMPANY HAS THE AUTHORITY
TO ISSUE FROM 30,000,000 SHARES TO 40,000,000 SHARES
On April 2, 1996, the Board of Directors adopted the following resolution:
RESOLVED: That this Board of Directors deems it advisable that the Articles
of Organization of this corporation be amended so as to increase
the total number of shares of Common Stock which this corporation
shall have authority to issue from 30,000,000 shares, with a par
value of $.05 per share, to 40,000,000 shares, with a par value of
$.05 per share.
The Board of Directors also directed that the proposed amendment be
submitted for action at the Meeting of Stockholders to be held on May 16,
1996.
Increase in Number of Shares of Common Stock. If approved by the
stockholders, the amendment will authorize the Company to issue an additional
10,000,000 shares of the Company's Common Stock, par value $.05 per share. As
of April 2, 1996 there were 30,000,000 shares of Common Stock authorized, of
which 10,196,791 shares were outstanding (including treasury shares),
1,761,550 shares were available for issuance pursuant to the Company's stock
option plans, 290,426 shares were available for issuance pursuant to the
Company's Employee Stock Purchase Plan and approximately 5,098,395 shares will
be issued in connection with the 3 for 2 stock split effected in the form of a
50% stock dividend declared April 2, 1996 and payable May 10, 1996 to
shareholders of record on April 18, 1996. The Board of Directors is empowered
under the Articles of Organization of the Company to issue shares of
authorized stock without further stockholder approval. The holders of the
Company's Common Stock do not have preemptive rights.
Appraisal Rights in Respect of the Proposed Amendment. Under the applicable
provisions of the Massachusetts Business Corporation Law, the Company's
stockholders have no appraisal rights with respect to the proposed amendment.
Recommendation of the Board of Directors. The Board of Directors believes
that the number of authorized shares of Common Stock should be increased by
10,000,000 to provide sufficient shares for use for such corporate purposes as
may be determined advisable by the Board of Directors, without further action
or authorization by the stockholders. Such corporate purposes might include
the acquisition of capital funds through the sale of stock, the acquisition of
other corporations or properties, or the declaration of stock dividends in the
16
<PAGE>
nature of a stock split. The Board of Directors believes that the availability
of shares would afford the Company flexibility in considering and implementing
any of the corporate transactions enumerated. There are no current agreements,
arrangements, or understandings with respect to the issuance of any of the
shares of Common Stock which would be authorized by the amendment.
The Board of Directors recommends a vote for the proposed amendment.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGEACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Executive Officers and Directors and persons owning more than 10% of the
outstanding Common Stock of the Company to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Executive
Officers, Directors and greater than 10 % holders of Common Stock are required
by SEC regulation to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on copies of such forms furnished as provided above, or written
representations that no Forms 5 were required, the Company believes that all
Section 16(a) filing requirements applicable to its Executive Officers,
Directors and owners of greater than 10% of its Common Stock were complied
with except that, through inadvertence, two reports relating to one
transaction by each of Burton Doo and Samuel Altschuler were not reported on a
timely basis.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP, certified public
accountants, to act as independent public auditors to examine the financial
statements of the Company for the fiscal year ending December 28, 1996. A
representative of Arthur Andersen LLP is expected to be present at the meeting
and will have the opportunity to make a statement if he or she so desires and
to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Under regulations adopted by the Securities and Exchange Commission,
stockholder proposals must be submitted to the Clerk of the Company not later
than December 23, 1996 in order to be considered for inclusion in the proxy
materials for the Annual Meeting to be held in 1997. Receipt by the Company of
any such proposal from a qualified stockholder in a timely manner will not
ensure its inclusion in the proxy material because there are other
requirements in the proxy rules for such inclusion.
OTHER MATTERS
Management knows of no other matters which may properly be and are likely to
be brought before the meeting. However, if any other matters properly come
before the meeting, the persons named in the enclosed proxy will vote said
proxy in accordance with their best judgment.
17
<PAGE>
10-K REPORT
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A COPY
OF ITS ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT FISCAL YEAR WITHOUT CHARGE UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUESTS SHOULD BE
DIRECTED TO PETER D. BRENNAN, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
TREASURER, ALTRON INCORPORATED, ONE JEWEL DRIVE, WILMINGTON, MASSACHUSETTS
01887.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.
By order of the Board of Directors,
Anthony J. Medaglia, Jr., Clerk
Wilmington, Massachusetts April 22, 1996
18
<PAGE>
ALTRON INCORPORATED
SPECIAL MEETING IN LIEU OF 1996 ANNUAL MEETING OF STOCKHOLDERS MAY 16, 1996
The undersigned hereby appoints Samuel Altschuler and Peter D. Brennan, and each
of them, with full power of substitution, proxies to represent the undersigned
at the Special Meeting in lieu of the 1996 Annual Meeting of Stockholders of
ALTRON INCORPORATED to be held May 16, 1996 at 10:30 a.m. at the offices of
Hutchins, Wheeler & Dittmar, a Professional Corporation, 101 Federal Street,
Suite 3100, Boston, Massachusetts, and at any adjournment or adjournments
thereof, to vote in the name and place of the undersigned, with all powers which
the undersigned would possess if personally present, upon such business as may
properly come before the meeting, including the proposals set forth on the
reverse side of this Proxy Card.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD
RECOMMENDS AN AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED. SHARES WILL BE VOTED
AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED
IN FAVOR OF ALL PROPOSALS.
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- ----------------------------------------
- ------------------------------------- ----------------------------------------
- ------------------------------------- ----------------------------------------
<PAGE>
/ / PLEASE MARK VOTES For All
AS IN THIS EXAMPLE For Withhold Except
<TABLE>
<S> <C> <C> <C> <C>
1.) ELECTION OF DIRECTORS. / / / / / /
Samuel Altschuler, Burton Doo,
Thomas M. Claflin, II, Daniel A.
Cronin, Jr. and Anthony J. Medaglia, Jr.
INSTRUCTIONS: To withhold
authority for any nominees, mark the
"For All Except" box and strike the
name(s) of the nominee(s) for whom
your vote is to be withheld.
RECORD DATE SHARES:
For Against Abstain
2.) PROPOSAL TO APPROVE AN / / / / / /
AMENDMENT OF THE ALTRON
INCORPORATED 1991 STOCK
OPTION PLAN.
For Against Abstain
3.) PROPOSAL TO APPROVE THE / / / / / /
AMENDMENT OF THE
ARTICLES OF ORGANIZATION
OF ALTRON INCORPORATED TO
INCREASE THE NUMBER OF
AUTHORIZED SHARES OF
COMMON STOCK FROM
30,000,000 SHARES TO 40,000,000
SHARES.
For Against Abstain
4.) PROPOSAL TO APPROVE THE / / / / / /
ALTRON INCORPORATED 1996
</TABLE>
STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS.
5.) In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting and any
adjournment thereof.
Mark box at right if you / /
plan to attend the meeting in
person.
Mark box at right if comments or / /
address change have been noted
on the reverse side of this card.
Please be sure to sign and date this Proxy. Date____________________
------------------------------- -------------------------------
Shareholder sign here Co-owner sign here
