<PAGE>
SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
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Orbit International Corp.
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Orbit International Corp.
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ORBIT INTERNATIONAL CORP.
80 Cabot Court
Hauppauge, New York 11788
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Orbit International Corp.:
The Annual Meeting of Stockholders of Orbit International Corp.
(the "Company") will be held at the offices of Orbit International
Corp., 80 Cabot Court, Hauppauge, New York, at 9:30 a.m., Eastern
Daylight Savings Time, on June 28, 1996, for the following purposes:
1. To elect the Board of Directors for the ensuing year.
2. To transact such other business as may properly come
before the meeting.
All stockholders are invited to attend the meeting.
Stockholders of record at the close of business on May 20, 1996, the
record date fixed by the Board of Directors, are entitled to notice
of, and to vote at, the meeting. A complete list of stockholders
entitled to notice of, and vote at, the meeting will be open to
examination by the stockholders beginning ten days prior to the
meeting for any purpose germane to the meeting during normal business
hours at the office of the Secretary of the Company at 80 Cabot
Court, Hauppauge, New York 11788.
Whether or not you intend to be present at the meeting, please
sign and date the enclosed proxy and return it in the enclosed
envelope.
By Order of the Board of Directors
HARLAN SYLVAN
Secretary
Hauppauge, New York
May 21, 1996<PAGE>
ORBIT INTERNATIONAL CORP.
80 Cabot Court
Hauppauge, New York 11788
(516) 435-8300
______________________
PROXY STATEMENT
______________________
The accompanying proxy is solicited by the Board of Directors
of Orbit International Corporation (the "Company") for use at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at
9:30 a.m., Eastern Daylight Savings Time, on June 28, 1996, at the
offices of Orbit International Corp., 80 Cabot Court, Hauppauge, New
York, and any adjournment thereof.
VOTING SECURITIES; PROXIES
The Company will bear the cost of solicitation of proxies. In
addition to the solicitation of proxies by mail, certain officers and
employees of the Company, without additional remuneration, may also
solicit proxies personally by telefax and by telephone. In addition
to mailing copies of this material to stockholders, the Company may
request persons, and reimburse them for their expenses in connection
therewith, who hold stock in their names or custody or in the names
of nominees for others to forward such material to those persons for
whom they hold stock of the Company and to request their authority
for execution of the proxies.
One third of the outstanding shares of Common Stock, par value
$.10 per share (the "Common Stock"), present in person or represented
by proxy shall constitute a quorum at the Annual Meeting. The
approval of a plurality of the outstanding shares of Common Stock
present in person or represented by proxy at the Annual Meeting is
required for election of the nominees as directors. In all matters
other than the election of directors, the affirmative vote of the
majority of the outstanding shares of Common Stock present in person
or represented by proxy at the Annual Meeting is required for
adoption of such matters.
The form of proxy solicited by the Board of Directors affords
stockholders the ability to specify a choice among approval of,
disapproval of, or abstention with respect to each matter to be acted
upon at the Annual Meeting. Shares of Common Stock represented by
the proxy will be voted, except as to matters with respect to which
authority to vote is specifically withheld. Where the solicited
stockholder indicates a choice on the form of proxy with respect to
any matter to be acted upon, the shares will be voted as specified.
Abstentions and broker non-votes will not have the effect of votes
in opposition to a director or "against" any other proposal to be
considered at the Annual Meeting.
All shares of Common Stock represented by properly executed
proxies which are returned and not revoked will be voted in
accordance with the instructions, if any, given therein. If no
instructions are provided in a proxy, the shares of Common Stock
represented by such proxy will be voted FOR the Board's nominees for
director and FOR the approval of Proposal 2 and in accordance with
the proxy-holder's best judgment as to any other matters raised at
the Annual Meeting.
A stockholder who has given a proxy may revoke it at any time
prior to its exercise by giving written notice of such revocation to
the Secretary of the Company, executing and delivering to the Company
a later dated proxy reflecting contrary instructions or appearing at
the Annual Meeting and taking appropriate steps to vote in person.
At the close of business on April 29, 1996, 6,186,093 shares of
Common Stock were outstanding and eligible for voting at the meeting.
Each stockholder of record is entitled to one vote for each share of
Common Stock held on all matters that come before the meeting. Only
stockholders of record at the close of business on May 20, 1996 are
entitled to notice of, and to vote at, the meeting.
No Dissenter's Rights
Under Delaware law, stockholders are not entitled to
dissenter's rights of appraisal with respect to Proposal 2.
This proxy material is being mailed to stockholders commencing
on or about May 21, 1996.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The bylaws of the Company provide that each director serves from
the date of election until the next annual meeting of stockholders
and until his successor is elected and qualified. The specific
number of directors is set by a resolution adopted by a majority of
the entire Board of Directors. The number of directors is currently
fixed at seven, and the number of current Directors is six. The
Company has nominated Dennis Sunshine, Bruce Reissman, Mitchell
Binder, Nathan A. Greenberg, John Molloy and Stanley Morris, each a
current Director, for reelection to the Board of Directors and has
decided not to fill the vacancy at this time.
The persons named in the accompanying proxy intend to vote for
the election as director of the nominees listed herein. Each nominee
has consented to serve if elected. The Board of Directors has no
reason to believe that any nominee will not serve if elected, but if
any of them should become unavailable to serve as a director, and if
the Board of Directors designates a substitute nominee or nominees,
the persons named as proxies will vote for the substitute nominee or
nominees designated by the Board of Directors.
The following table sets forth certain information with respect
to each person who is currently a director or executive officer of
the Company and the individuals nominated and recommended to be
elected by the Board of Directors of the Company and is based on the
records of the Company and information furnished to it by such
persons. Reference is made to "Security Ownership of Certain
Beneficial Owners and Management" for information pertaining to stock
ownership by each director and executive officer of the Company and
the nominees.
DIRECTORS AND OFFICERS OF THE COMPANY
The directors and executive officers of the Company, their
positions held with the Company, and their ages are as follows:
Name of Director or Executive Officer Age Position
Dennis Sunshine 49 President, Chief
Executive Officer and
Director
Bruce Reissman 46 Executive Vice
President, Chief
Operating Officer and
Director
Mitchell Binder 40 Vice President -
Finance, Chief
Financial Officer and
Director
Harlan Sylvan 45 Treasurer, Secretary
and Controller
Nathan A. Greenberg 79 Director
John Molloy 66 Director
Stanley Morris 53 Director
<PAGE>
The following is a brief summary of the background of each
director and executive officer of the Company:
Dennis Sunshine has been President and Chief Executive Officer
of the Company since March 1995. He has held various positions with
the Company since 1976, including Secretary and Vice President of
Operations from April 1988 to March 1995 and Director of Operations
from June 1983 to April 1988. He has been a director of the Company
since 1988.
Bruce Reissman has been Executive Vice President and Chief
Operating Officer of the Company since March 1995. He has held
various positions with the Company since 1975, including Vice
President-Marketing from April 1988 to February 1995 and Director of
Sales and Marketing from 1976 to April 1988. He has been a director
of the Company since 1992.
Mitchell Binder has been Vice President-Finance of the Company
since 1986 and Chief Financial Officer since 1983. He has held
various positions with the Company since 1983, including Treasurer
and Assistant Secretary from 1983 to March 1995. He has been a
director of the Company since 1985.
Harlan Sylvan has been Treasurer and Secretary of the Company
since March 1995 and Controller of the Company since 1987.
Nathan A. Greenberg has been a financial and accounting
consultant since retiring in 1982 as a partner in a New York City-
based public accounting firm. He has been a director of the Company
since 1991.
John Molloy has been a part-time consultant for Montgomery
Associates, a consulting company for the defense industry since
November 1991. Prior thereto he served as Vice President, Business
Development of Ocean Technologies Inc., a defense electronics
company, from September 1986 to October 1991. He has been a director
of the Company since 1992.
Stanley Morris has been President of Rampart Brokerage
Corporation ("Rampart"), an insurance agency since 1989. He has been
a director of the Company since 1995.
Committees of the Board - Board Meetings
The Board has established an audit, a compensation and a stock
option committee to assist it in the discharge of its
responsibilities. The principal responsibilities of each committee
and the members of each committee are described in the succeeding
paragraphs. Actions taken by any committee of the Board are reported
to the Board of Directors, usually at its next meeting or by written
report. The Company's Board of Directors held six meetings during
the fiscal year ended December 31, 1995.
The Audit Committee of the Board of Directors currently consists
of Nathan A. Greenberg, John Molloy and Stanley Morris. The Audit
Committee held two meetings during the fiscal year ended December 31,
1995. Each year it recommends the appointment of a firm of
independent public accountants to examine the financial statements
of the Company and its subsidiaries for the coming year. In making
this recommendation, it reviews the nature of audit services
rendered, or to be rendered, to the Company and its subsidiaries.
It reviews with representatives of the independent public accountants
the auditing arrangements and scope of the independent public
accountants' examination of the financial statements, results of
those audits, their fees and any problems identified by the
independent public accountants regarding internal accounting
controls, together with their recommendations. It also meets with
the Company's Controller to review reports on the functioning of the
Company's programs for compliance with its policies and procedures
regarding ethics and those regarding financial controls and internal
auditing. This includes an assessment of internal controls within
the Company and its subsidiaries based upon the activities of the
Company's internal auditing staffs as well as an evaluation of the
performance of those staffs. The Audit Committee is also prepared
to meet at any time upon request of the independent public
accountants or the Controller to review any special situation arising
in relation to any of the foregoing subjects.
The Compensation Committee of the Board of Directors currently
consists of John Molloy, Stanley Morris and Dennis Sunshine. The
Compensation Committee held no meetings during the fiscal year ended
December 31, 1995. This Committee makes recommendations to the Board
of Directors as to the salaries of the President, sets the salaries
of the other elected officers and reviews salaries of certain other
senior executives. It grants incentive compensation to elected
officers and other senior executives and reviews guidelines for the
administration of the Company's incentive programs. It also reviews
and approves or makes recommendations to the Board of Directors on
any proposed plan or program which would benefit primarily the senior
executive group.
The Stock Option Committee of the Board of Directors currently
consists of Stanley Morris and John Molloy. The Stock Option
Committee was formed on September 1, 1995 and held one meeting during
the fiscal year ended December 31, 1995. This Committee is
responsible for administering the Company's stock option plans.
Specifically, the Committee determines the persons to be granted
options as well as the exercise price and term of such. The members
of the Stock Option Committee are not eligible to participate in the
stock option plans they administer.
The Board of Directors does not have a nominating committee.
This function is performed by the Board as a whole. The Board of
Directors met six times during the fiscal year ended December 31,
1995. All directors attended at least 75% of the meetings held.
There are no family relationships among any of the directors or
executive officers of the Company except that Bruce Reissman and
Dennis Sunshine are brothers-in-law. The Company's executive officers
serve in such capacity at the pleasure of the Board of Directors.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for the fiscal years ended
December 31, 1995, 1994 and 1993 and June 30, 1993, compensation paid
by the Company to the Chief Executive Officer and to each other
executive officer of the Company that received more than $100,000 in
salary and bonus during the fiscal year ended December 31, 1995,
including salary, bonuses, stock options and certain other
compensation (each, a "Named Executive"):
Annual Compensation(1)
Name and All Other
Principal Position Year Salary ($)Bonus ($) Compensation ($)
Max Reissman, (2) 1995 49,000 0 86,250(3)
President and Chief 1994 330,000 0 145,000(3)
Executive Officer 1993 309,000 87,000 214,000(3)
June 30, 1993 296,000 769,000 236,000(3)
Dennis Sunshine, (2) 1995 319,000 0 7,009(4)
President and Chief 1994 252,000 0 0
Executive Officer 1993 236,000 58,000 0
June 30, 1993 227,000 465,000 0
Bruce Reissman, 1995 319,000 0 6,975(4)
Executive Vice 1994 252,000 0 0
President and 1993 236,000 58,000 0
Chief Operating
Officer June 30, 1993 227,000 465,000 0
Mitchell Binder, 1995 243,000 0 26,753(4)(5)
Vice President, 1994 210,000 0 22,000(4)
Finance and 1993 197,000 48,000 22,000(4)
Assistant
Secretary June 30, 1993 185,000 386,000 22,000(4)
(1) The Company has no long-term incentive compensation plan
other than its several stock option plans described herein
and various individually granted options. The Company
does not award stock appreciation rights, restricted stock
awards or long-term incentive plan pay-outs.
(2) After Max Reissman's death on February 24, 1995, Mr.
Sunshine was elected President and Chief Executive
Officer.
(3) Consists of the value of the terminated right of the
Company to repurchase, for $.10 per share, 460,000 shares
of Common Stock which the Company issued to Mr. Reissman
in 1985 for $.10 per share. The remaining 46,000 of such
shares vested upon Mr. Reissman's death. See "Employment
Agreements."
(4) Includes $4,666, $5,149 and $3,760 of matching
contributions made by the Company pursuant to the
Company's 401(k) Plan for each of Messrs. Sunshine,
Reissman and Binder, respectively. Also includes the
portion of the insurance premium attributable to the
employee and paid by the Company under split dollar
insurance policies maintained by the Company for the
benefit of Messrs. Sunshine, Reissman and Binder in the
amount of $2,343, $1,826 and $993, respectively.
(5) Consists of forgiveness of indebtedness to the Company.
See "Certain Relationships and Related Transactions."<PAGE>
The following table sets forth certain information concerning
options granted to the Named Executives during the fiscal year ended
December 31, 1995.
Option Grants in Last Fiscal Year
Potential
Realizable
Value at
Assumed
Individual Grants Annual Rates
of
Stock
Price
Appreciation
Number ofPercent of for
SecuritiesTotal Options Option
Term
UnderlyingGranted toExercise or
OptionsEmployees inBase Price Expiration
Name Granted(1) Fiscal Year (S/Share) Date 5% 10%
Max Reissman 65,000(2) 6.49%$1.25 2/24/96$0 $0
Dennis
Sunshine 275,000 27.45% $1.25 9/11/05 $44,000 $266,000
Bruce
Reissman 260,000 25.95% $1.25 9/11/05 $41,000 $252,000
Mitchell
Binder 175,000 17.47% $1.25 9/11/05 $28,000 $169,000
(1) All options were granted at an exercise price equal to the
fair market value of the Common Stock on the date of
grant.
(2) Such options were granted posthumously as replacement for
options previously granted. According to the terms of the
option agreement, such options expired on February 24,
1996.
Aggregated Option Exercises During the Fiscal Year Ended December 31, 1995 and
Fiscal Year End Option Values
The following table sets forth certain information concerning the
number and value of securities underlying exercisable and
unexercisable stock options as of the fiscal year ended December 31,
1995 by the Named Executives. No options were exercised by any of
the Named Executives during the fiscal year ended December 31, 1995.
Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying UnexercisedIn-the-Money Options
Options at Fiscal Year Endat Fiscal Year End
Name Exercisable Unexercisable
Max Reissman . . . . . - - - -
Dennis Sunshine. . . . - 275,000 - -
Bruce Reissman . . . . - 260,000 - -
Mitchell Binder. . . . - 175,000 - -
<PAGE>
EMPLOYMENT AGREEMENTS
Until his death on February 24, 1995, Max Reissman was employed
by the Company pursuant to an employment agreement, dated as of July
1, 1992, which provided for annual base compensation of $275,000
(subject to cost-of-living increases), plus an annual cash bonus equal
to 4% of the Company's pre-tax earnings. Under the agreement, Mr.
Reissman's estate has the right to require the Company to register,
under federal and state securities laws, any securities of the Company
owned by him. As a result of his death, Mr. Reissman's estate is
entitled to receive approximately $265,000 per year for three years
following his death. In addition, the Company received $1.5 million
of key man life insurance upon Mr. Reissman's death.
Pursuant to Mr. Reissman's prior employment agreement, Mr.
Reissman purchased from the Company 460,000 shares of the Company's
capital stock at a purchase price of $.10 per share. The stock was
subject to repurchase by the Company, at the same price, which right
of repurchase terminated upon Mr. Reissman's death and resulted in the
vesting of the remaining 46,000 of such shares.
Dennis Sunshine has entered into an employment agreement with the
Company which commenced in April 1996. Under the terms of Mr.
Sunshine's employment agreement (the "Sunshine Employment Agreement"),
Mr. Sunshine is entitled to receive an annual base salary and bonus
equal to 4% of the Company's pre-tax earnings. The Sunshine
Employment Agreement provides that the employment of Mr. Sunshine may
be terminated by the Company for "cause." "Cause" is defined as (i)
willful and repeated failure by Mr. Sunshine to perform his duties
under the Sunshine Employment Agreement, which failure is not remedied
within 30 days after written notice from the Company; (ii) conviction
of Mr. Sunshine for a felony; (iii) Mr. Sunshine's dishonesty or
willfully engaging in conduct that is demonstrably and materially
injurious to the Company or (iv) willful violation by Mr. Sunshine of
any provision of the Sunshine Employment Agreement which violation is
not remedied within 30 days after written notice from the Company.
The agreement may also be terminated by the Company on not less than
three years' prior notice.
The Sunshine Employment Agreement contains a provision
prohibiting Mr. Sunshine from competing with the Company for a one
year period following termination of his employment. The agreement
also provides for the purchase by Mr. Sunshine of 300,000 shares of
Common Stock at $.10 per share. Such shares are subject to vesting
over a period of three years commencing on April 1, 1997.
Bruce Reissman has entered into an employment agreement with the
Company which commenced in April 1996. Under the terms of Mr.
Reissman's employment agreement (the "Reissman Employment Agreement"),
Mr. Reissman is entitled to receive an annual base salary and bonus
equal to 1.77% of the first $5 million of the Company's pre-tax
earnings and 2.65% of any additional pre-tax earnings. The Reissman
Employment Agreement provides that the employment of Mr. Reissman may
be terminated by the Company for "cause" (as defined above). The
agreement may also be terminated by the Company on not less than three
years' prior notice.
Mitchell Binder has entered into an employment agreement with the
Company which commenced in April 1996. Under the terms of Mr.
Binder's employment agreement (the "Binder Employment Agreement"), Mr.
Binder is entitled to receive an annual base salary and a bonus equal
to 1.46% of the first $5 million of the Company's pre-tax earnings and
2.20% of any additional pre-tax earnings. The Binder Employment
Agreement provides that the employment of Mr. Binder may be terminated
by the Company for "cause" (as defined above). The agreement may also
be terminated by the Company on not less than three years' prior
notice.
Each of the Sunshine Employment Agreement, the Reissman
Employment Agreement and the Binder Employment Agreement (the
"Employment Agreements") supersede employment agreements previously
entered into with the Company. The Employment Agreements provide that
the employee is entitled to receive benefits offered to the Company's
employees generally. The Employment Agreements also provide for
termination by the employee on not less than six months' prior notice
or upon a "change of control" (as defined in the Employment
Agreements). If the employee terminates his employment in connection
with a change in control of the Company, then the employee shall be
entitled to receive, as termination pay, the maximum amount that can
be paid without any portion thereof constituting an "excess parachute
payment" as defined in Section 280G(b)(1) of the Internal Revenue Code
of 1986, as amended.
DIRECTOR'S COMPENSATION
Directors of the Company who are not employed by the Company
receive directors fees of $3,750 per quarter. Employee directors are
not compensated for services as a director. All directors are
reimbursed for expenses incurred on behalf of the Company. In
December 1995, the stockholders approved the Company's 1995 Stock
Option Plan for Non-Employee Directors pursuant to which non-employee
Directors will be entitled to receive annual grants of options to
purchase Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Nathan A.
Greenberg and John Molloy, each of whom is a non-employee member of
the Company's Board of Directors.
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
The Compensation Committee of the Board of Directors is
responsible for determining the compensation of executive officers of
the Company, other than compensation awarded pursuant to the Company's
Plans which is administered by the Stock Option Committee of the Board
of Directors. Messrs. Greenberg, Molloy and Sunshine comprise the
Compensation Committee. Mr. Sunshine abstains from any vote regarding
his compensation.
The Stock Option Committee is responsible for granting and
setting the terms of stock options under the Company's 1995 Employee
Stock Option Plan. Messrs. Morris and Molloy serve on the Stock
Option Committee.
General Policies Regarding Compensation of Executive Officers
The Company's executive compensation policies are intended (1)
to attract and retain high quality managerial and executive talent and
to motivate these individuals to maximize shareholder returns, (2) to
afford appropriate incentives for executives to produce sustained
superior performance, and (3) to reward executives for superior
individual contributions to the achievement of the Company's business
objectives. The Company's compensation structure consists of base
salary, annual cash bonuses and stock options. Together these
components link each executive's compensation directly to individual
and Company performance.
Salary. Base salary levels reflect individual positions,
responsibilities, experience, leadership, and potential contribution
to the success of the Company. Actual salaries vary based on the
Compensation Committee's subject assessment of the individual
executive's performance and the Company's performance.
Bonuses. Executive officers are eligible to receive cash bonuses
based on the Compensation Committee's subject assessment of the
respective executive's individual performance and the performance of
the Company. In its evaluation of executive officers and the
determination of incentive bonuses, the Compensation Committee does
not assign quantitative relative weights to different factors and
follow mathematical formula. Rather, the Compensation Committee makes
its determination in each case after considering the factors it deems
relevant, which may include consequences for performance that is below
expectations.
Stock Options. Stock options, which are granted at the fair market
value of the Common Stock on the date of grant, are currently the
Company's sole long term compensation vehicle. The stock options are
intended to provide employees with sufficient incentive to manage from
the perspective of an owner with an equity stake in the business.
In determining the size of individual options grants, the Stock
Option Committee considers the aggregate number of shares available
for grant, the number of individuals to be considered for an award of
stock options, and the range of potential compensation levels that the
option awards may yield. The number and timing of stock option grants
to executive officers are decided by the Stock Option Committee based
on its subjective assessment of the performance of each grantee. In
determining the size and timing of option grants, the Stock Option
Committee weighs any factors it considers relevant and gives such
factors the relative weight it considers appropriate under the
circumstances then prevailing. While an ancillary goal of the Stock
Option Committee in awarding stock options is to increase the stock
ownership of the Company's management, the Stock Option Committee does
not, when determining the amount of stock options to award, consider
the amount of stock already owned by an officer. The Stock Option
Committee believes that to do so could have the effect of
inappropriately or inequitably penalizing or rewarding executives
based upon their personal decisions as to stock ownership and option
exercises.
In 1993, the Internal Revenue Code was amended to limit the
deductibility of compensation paid to certain executives in excess of
$1 million. Compensation not subject to the limitation includes
certain compensation payable solely because an executive attains
performance goals ("performance-based compensation"). Stock options
granted under the 1995 Employee Stock Option Plan will not qualify as
performance-based compensation. The Company's compensation deduction
for a particular executive's total compensation, including
compensation realized from the exercise of stock options, will be
limited to $1 million. The Compensation Committee believes that the
compensation paid by the Company in fiscal 1995 will not result in any
material loss of tax deductions for the Company.
Compensation Committee Stock Option Committee
Stanley Morris Stanley Morris
John Molloy John Molloy
Dennis Sunshine
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return
on the Common Stock for the last five fiscal years with the cumulative
total return on the NASDAQ Stock Market-U.S. Index and a peer group
of comparable companies (the "Peer Group") selected by the Corporation
over the same period (assuming the investment of $100 in the Common
Stock, the NASDAQ Stock Market-U.S. and the Peer Group on June 30,
1991, and the reinvestment of all dividends).
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ORBIT INTERNATIONAL, THE NASDAQ
STOCK MARKET-US INDEX AND A PEER GROUP
(in dollars)
Orbit
International Peer Peer
Corp. Group 1 Group 2 NASDAQ
6/30/90 100 100 100 100
6/30/91 93 82 63 106
6/30/92 133 106 133 127
6/30/93 157 125 166 160
12/31/93 123 134 203 177
12/31/94 47 105 197 173
12/31/95 23 129 335 245
* $100 invested on 6/30/91 in stock or index -- including reinvestment of
dividends. Fiscal year ending June 30 through June 30, 1993. Thereafter,
fiscal years presented are December 31.
The Peer Group is comprised of six companies in the defense
electronics industry -- Aeroflex Inc., NAI Technologies Inc., Miltope
Group Inc., Megadata Corp., La Barge Inc. and Astrosystems Inc.; and
five companies in the apparel industry - Oneita Industries Inc.,
Authentic Fitness Corp., Garan, Inc., Nautica Enterprises, Inc. and
GIII Apparel Ltd. Such companies were chosen for the Peer Group
because they have similar market capitalizations to the Company and
because they represent the two lines of business in which the Company
is engaged. Each of the 11 Peer Group issuers is weighted according
to its respective market capitalization.<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is stock ownership information as of April 30,
1996 as to each person who owns, or is known by the Company to own
beneficially (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934), more than 5% of the Company Common Stock, and
the number of shares of Common Stock owned by its directors, by all
persons named in the Summary Compensation Table and by all officers
and directors as a group.
Name and Address of Amount and Name of
Beneficial Owner Beneficial Ownership(1) Percent of
Class
Dennis Sunshine 1,270,138(2) 19.66%
c/o 80 Cabot Court
Hauppauge, New York
Bruce Reissman 953,614(3) 14.79%
c/o 80 Cabot Court
Hauppauge, New York
Kennedy Capital Management 361,900 5.85%
425 North New Ballas Road
St. Louis, Missouri
Mitchell Binder 195,200(4) 3.07%
c/o 80 Cabot Court
Hauppauge, New York
Nathan A. Greenberg 5,000(5) *
7235 Promenade Drive
Boca Raton, Florida
John Molloy 5,000(5) *
1815 Paliament Road
Leucadia, California
Stanley Morris 10,000(5)
2470 Cove Court
Bellmore, New York 11710
All officers and directors
as a group 2,438,952 35.04%
(6 persons)(2)(3)(4)(5)
(1) Except as otherwise noted in the
footnotes to this table, the
named person owns directly and
exercises sole voting and
investment power over the shares
listed as beneficially owned by
such persons.
(2) Includes 690,614 shares held by
Mr. Sunshine's wife and 3,000
shares held in her IRA. Also
includes options to purchase
275,000 shares of Common Stock.
(3) Includes options to purchase
260,000 shares of Common Stock.
(4) Includes options to purchase
175,000 shares of Common Stock.
(5) Includes options to purchase
5,000 shares of Common Stock.<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September 1982, the Company loaned $200,000 to Bruce Reissman,
for the purchase of a residence in connection with his relocation to
California to manage the Company's California operations and sales and
marketing activities. The loan, which is collateralized by a mortgage
on the residence, is non-interest bearing and repayable at the rate
of $6,000 annually. At December 31, 1994 the amount due on the loan
was $128,000 and at December 31, 1995 the amount due on the loan was
$121,500.
In October and November 1987 the Company loaned Mitchell Binder
an aggregate of $178,000, due on demand, bearing interest at prime and
unsecured, to permit him to meet personal obligations. Of such
amount, $67,250 remained outstanding at July 1, 1992, $22,250 was
forgiven by the Company during the fiscal year ended June 30, 1993 and
$11,000 of such amount remained outstanding at December 31, 1994,
which balance was subsequently forgiven.
John Molloy served as a consultant to the Company pursuant to a
Consulting Agreement, dated as of January 27, 1993, pursuant to which
Mr. Molloy provided consulting services regarding the defense industry
at a rate of $600 per day. Such agreement provided for a consulting
term through December 31, 1995. During the fiscal year ended December
31, 1995, Mr. Molloy received $7,500 in consulting fees from the
Company.
All of the Company's insurance policies (including general
liability and directors' and officers' insurance) are written by
Rampart, a Company for which Mr. Morris serves as President. The
aggregate annual premiums paid to Rampart under the policies are
approximately $672,000. The Company believes it obtains insurance on
terms no less favorable than it could obtain from a third party.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered for inclusion in
the proxy statement for presentation at the Company's 1997 Annual
Meeting of Stockholders must be received at the Company's at its
offices at 80 Cabot Court, Hauppauge, New York 11788 no later than
January 21, 1997, for inclusion in the Company's proxy statement and
form of proxy relating to such meeting. All proposals must comply
with applicable Commission rules and regulations.
OTHER MATTERS
The Board of Directors is not aware of any other matter other than
those set forth in this proxy statement that will be presented for
action at the meeting. If other matters properly come before the
meeting, the persons named as proxies intend to vote the shares they
represent in accordance with their best judgment in the interest of
the Company.
THE COMPANY UNDERTAKES TO PROVIDE ITS STOCKHOLDERS WITHOUT CHARGE A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES FILED THEREWITH. WRITTEN REQUESTS
FOR SUCH REPORT SHOULD BE ADDRESSED TO THE OFFICE OF THE SECRETARY,
ORBIT INTERNATIONAL, 80 CABOT COURT, HAUPPAUGE, NEW YORK 11788.
<PAGE>
ORBIT INTERNATIONAL CORPORATION
Annual Meeting of Stockholders - June 28, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder in Orbit International
Corporation ("Corporation") hereby constitutes and appoints
Dennis Sunshine, Bruce Reissman, and Mitchell Binder, and
each them, his true and lawful attorneys and proxies, with
full power of substitution in and for each of them, to vote
all shares of the Corporation which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be
held at the offices of Orbit International Corp., 80 Cabot
Court, Hauppauge, New York, on Monday, June 28, 1996, 9:30
a.m., Eastern Daylight Savings Time, or at any postponement
or adjournment thereof, on any and all of the proposals
contained in the Notice of the Annual Meeting of
Stockholders, with all the powers the undersigned would
possess if present personally at said meeting, or at any
postponement or adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
LISTED ON THE REVERSE SIDE.
(Continued and to be signed and dated on the other side)
<PAGE>
The Directors recommend a vote FOR Proposal 1
Please mark your votes as this example
COMMON
1. Election of Directors FOR All
nominees WITHHOLD
listed (except as
marked AUTHORITY
in the contrary, see in
vote for all
instruction below)
nominees listed
at left
Dennis Sunshine, Bruce Reissman,
Mitchell Binder, Nathan A. Greenberg,
John Molloy and Stanley Morris
INSTRUCTION: To withhold authority to vote for any
individual
nominee, line through the name of the nominee above.
Dated , 1996
Signature(s)
Signatures
Please sign
exactly as your
name appears and
return this
proxy
immediately in
the enclosed
stamped self-
addressed
envelope.
134323.1
