<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)
ALTRON INCORPORATED
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[_] 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:
________________________________________________________________________
[_] 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 1997 ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1997
To the Stockholders:
A Special Meeting of the Stockholders of Altron Incorporated in lieu of the
1997 Annual Meeting will be held on Thursday, May 22, 1997 at 10:30 A.M. in
Room 3101 at the offices of Hutchins, Wheeler & Dittmar, 101 Federal Street,
Boston, Massachusetts, for the following purpose:
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 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 15, 1997 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, 1997
<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 1997 Annual Meeting
to be held on Thursday, May 22, 1997, 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, 1997.
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. 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 15, 1997 are
entitled to notice of and to vote at the meeting. On that date, the Company
had outstanding and entitled to vote 15,264,807 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.
<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
--------------- -------------------------- --- ----------
<C> <S> <C> <C>
Samuel Altschuler........ President and a Director since 1970. 69 1970
Since December 1983, Chairman of the
Board of Directors. Director of
MASSBANK Corp.
Burton Doo............... Executive Vice President since 1983 66 1970
and Treasurer from 1973 through
March 1992. President, Altron
Systems Corporation since June 1994.
Thomas M. Claflin, II.... President of Claflin Capital 56 1970
Management, Inc., a venture capital
management company. Director of Zoll
Medical Corporation.
Daniel A. Cronin, Jr..... President of Northbridge Management 68 1979
Co., Inc., an investment management
company. Director of C.R. Bard,
Incorporated.
Anthony J. Medaglia, Jr.. Attorney, stockholder in the law 60 1970
firm of Hutchins, Wheeler & Dittmar,
a Professional Corporation.
</TABLE>
BOARD MEETINGS AND COMMITTEES OF THE BOARD
During fiscal 1996, there were 8 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
1996 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 five times during fiscal 1996 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 15, 1997, 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)............... Common Stock 1,968,474 12.8%
One Jewel Drive
Wilmington, MA 01887
Nancy Altschuler (3)......................... Common Stock 700,312 4.6%
One Jewel Drive
Wilmington, MA 01887
Burton Doo (1)(2)(5)......................... Common Stock 538,000 3.5%
One Jewel Drive
Wilmington, MA 01887
Thomas M. Claflin, II (2)(6)................. Common Stock 164,942 1.1%
Anthony J. Medaglia, Jr. (2)(7)(8)........... Common Stock 117,547 *
Daniel A. Cronin, Jr. (2)(9)................. Common Stock 63,625 *
Peter D. Brennan (1)(10)..................... Common Stock 34,000 *
All Directors and Executive Officers
as a group (6 persons) (11)................. Common Stock 2,886,588 18.5%
The Capital Group Companies, Inc. (12)....... Common Stock 1,215,000 8.0%
RCM Capital Management LLC (12)(13).......... Common Stock 1,366,100 9.0%
J&W Seligman & Co. (12)...................... Common Stock 904,000 5.9%
</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 700,312 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, 232,875
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. Does not include 192,159 shares held by the
Samuel Altschuler 1980 Irrevocable Trust, in which members of the
Altschuler family have an interest.
(4) Includes 72,250 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(5) Includes 89,125 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days. Includes 68,000 shares held
by Mr. Doo's children, as to which he disclaims beneficial ownership.
3
<PAGE>
(6) Includes 51,250 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(7) Includes 17,212 shares he holds as trustee for his children, as to which
he disclaims beneficial ownership.
(8) Includes 47,875 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(9) Includes 47,875 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(10) Includes 34,000 shares which can be acquired pursuant to options
currently exercisable or exercisable within sixty days.
(11) Includes 342,375 shares which Executive Officers and Directors have the
right to acquire through the exercise of options currently exercisable or
exercisable within 60 days.
(12) According to a Schedule 13G for the year ended December 31, 1996.
(13) Of these shares, 31,000 are held with shared investment power.
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.
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
4
<PAGE>
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 1996, 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, 5,000 shares at an exercise
price of $12.25 per share and 7,500 shares at an exercise price of $17.33 per
share; and Mr. Brennan, 5,000 shares at an exercise price of $12.25 per share
and 7,500 shares at an exercise price of $17.33 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 granted at an
exercise price of $12.25 vest in 33 1/3% increments on September 16, 1997,
1998 and 1999. The options granted at an exercise price of $17.33 vest in 33
1/3% increments on March 12, 1997, 1998 and 1999. 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 28, 1996 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 10% 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 28, 1996 increased approximately 22% over net
income for the fiscal year ended December 30, 1995.
During fiscal 1996, the Stock Option Committee granted Mr. Altschuler
options for the purchase of 5,000 shares of the Company's Common Stock at an
exercise price of $13.475 per share, and 7,500 shares of the Company's Common
Stock at $19.06 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 5,000 shares at an exercise
price of $13.475 vests in 33 1/3% increments on September 16, 1997, 1998 and
1999. The option for the purchase of 7,500 shares at an exercise price of
$19.06 vests in 33 1/3% increments on March 12, 1997, 1998 and 1999. 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.
Anthony J. Medaglia, Jr.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Company has no formal compensation committee. During fiscal 1996,
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 28, 1996.
The graph assumes $100 was invested on December 28, 1991 in the Company's
Common Stock, in The Nasdaq National Market companies and in the industry
index and also assumes reinvestment of dividends.
COMPARATIVE FIVE-YEAR TOTAL RETURN
ALTRON INCORPORATED, NASDAQ NATIONAL MARKET INDEX
AND SIC CODE INDEX
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Altron $100 $114 $343 $600 $1,101 $1,155
Nasdaq $100 $101 $121 $127 $ 165 $ 205
SIC Index $100 $136 $198 $157 $ 251 $ 335
</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 28, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- -------------
INCENTIVE
NAME AND STOCK OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY (SHARES)(1) COMPENSATION(2)
------------------ ------------------- ------------- ---------------
<S> <C> <C> <C> <C>
Samuel Altschuler............ 1996 $ 275,610 12,500 $5,283
Chairman and President 1995 250,455 22,500 3,033
1994 223,728 -- 3,487
Burton Doo................... 1996 $ 247,488 12,500 $4,500
Executive Vice President 1995 224,148 22,500 2,250
1994 202,978 -- 2,250
Peter D. Brennan............. 1996 $ 152,437 12,500 $3,923
Vice President, Chief 1995 137,643 15,000 1,970
Financial Officer
and Treasurer 1994 127,995 -- 1,853
</TABLE>
- --------
(1) Incentive stock options granted for 1995 reflect the 3-for-2 split of the
Company's common stock distributed May 10, 1996.
(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 1996 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 MARKET
UNDERLYING EMPLOYEES OR BASE PRICE AT
OPTIONS IN FISCAL PRICE DATE OF EXPIRATION
NAME GRANTED 1996 (PER SHARE) GRANT DATE 5% 10%
- ---- ---------- ---------- ----------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Samuel Altschuler....... 7,500(2) 1.4% $19.06 $17.33 3/12/01 $22,935 $66,376
Chairman and President 5,000(3) 0.9% $13.475 $12.25 9/16/01 $10,797 $31,269
Burton Doo.............. 7,500(4) 1.4% $17.33 $17.33 3/12/06 $81,741 $207,147
Executive Vice
President 5,000(5) 0.9% $12.25 $12.25 9/16/06 $38,520 $97,617
Peter D. Brennan........ 7,500(4) 1.4% $17.33 $17.33 3/12/06 $81,741 $207,147
Vice President, 5,000(5) 0.9% $12.25 $12.25 9/16/06 $38,520 $97,617
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 March 12, 1996. The options have a five-year term and vest in
33 1/3% increments on March 12, 1997, 1998 and 1999.
(3) Granted on September 16, 1996. The options have a five-year term and vest
in 33 1/3% increments on September 16, 1997, 1998 and 1999.
(4) Granted on March 12, 1996. The options have a ten-year term and vest in 33
1/3% increments on March 12, 1997, 1998 and 1999.
(5) Granted on September 16, 1996. The options have a ten-year term and vest
in 33 1/3% increments on September 16, 1997, 1998 and 1999.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND 12/28/96 OPTION VALUES
The following table provides information on option exercises and on the
value of the named Executive Officers' unexercised options at December 28,
1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT 12/28/96(2) OPTIONS AT 12/28/96(1)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Samuel Altschuler....... 33,750 $744,312 63,750 27,500 $1,095,574 $202,175
Chairman and President
Burton Doo.............. -- -- 80,625 27,500 $1,457,813 $237,525
Executive Vice
President
Peter D. Brennan........ 4,500 $103,625 28,500 24,500 $ 475,334 $225,525
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 28,
1996.
(2) Reflects 3-for-2 split of the Company's common stock distibuted on May 10,
1996.
(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.
10
<PAGE>
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
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 in fiscal 1996, except that, through inadvertence, Samuel Altschuler did
not timely file a Form 4.
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 January 3, 1998. 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, 1997 in order to be considered for inclusion in the proxy
materials for the Annual Meeting to be held in 1998. 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.
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.
11
<PAGE>
VOTING PROXIES
The Board of Directors recommends an affirmative vote on the proposal
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, 1997
12
<PAGE>
ALTRON INCORPORATED
Special Meeting in Lieu of 1997 Annual Meeting of Stockholders - May 22, 1997
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 1997 Annual Meeting of Stockholders of
Altron Incorporated to be held May 22, 1997 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 proposal 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 THE PROPOSAL SPECIFIED. SHARES WILL BE VOTED
AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED
IN FAVOR OF THE PROPOSAL.
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, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
----------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) 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>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
<S> <C>
1. ELECTION OF DIRECTORS.
-------------------
ALTRON INCORPORATED Samuel Altschuler With- For All
------------------- Burton Doo For hold Except
Thomas M. Claflin, II [_] [_] [_]
RECORD DATE SHARES: Daniel A. Cronin, Jr.
Anthony J. Medaglia, Jr.
INSTRUCTIONS: To withhold authority to vote for any nominee,
mark the "For All Except" box and strike the name(s) of the
nominee(s) for whom your vote is to be withheld.
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. [_]
Please be sure to sign and date this Proxy. Date Mark box at right if an address change or comment has been [_]
- --------------------------------------------------------- noted on the reverse side of this card.
Stockholder sign here__________________________________
Co-owner sign here_____________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD DETACH CARD
ALTRON INCORPORATED
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Card. Your vote counts, and you are strongly
encouraged to exercise your right to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will be voted. Then sign the card, detach it and
return your proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the Special Meeting of Stockholders, May 22, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Altron Incorporated
</TABLE>
