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 Section 240.14a-11(c) or
Section 240.14a-12
Miltope Group Inc.
------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
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:
-------------------------------------------------------
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>
MILTOPE GROUP INC.
-----------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-----------------------------------------------------------------
To the Stockholders of Miltope Group Inc.:
The Annual Meeting of Stockholders (the "Meeting") of
Miltope Group Inc., a Delaware corporation (the "Company"), will
be held at the Company's corporate headquarters, 500 Richardson
Road South, Hope Hull, Alabama, Tuesday, June 11, 1996 at 10:00
A.M., Local Time, to consider and act upon the following:
To elect seven directors of the Company to serve as the
Board of Directors until the next annual meeting of stockholders
and until their successors are elected and qualified; and
To consider and act upon such other matters as may properly
come before the Meeting or any adjournment thereof.
Only stockholders of record of the Common Stock, $.01 par
value, of the Company at the close of business on April 23, 1996
shall be entitled to receive notice of, and to vote at, the
Meeting, and at any adjournment or adjournments thereof. A Proxy
and a Proxy Statement for the Meeting are enclosed herewith.
All stockholders are cordially invited to attend the
Meeting. If you do not expect to be present, you are requested
to fill in, date and sign the enclosed Proxy, which is solicited
by the Board of Directors of the Company, and to mail it promptly
in the enclosed envelope to make sure that your shares are
represented at the Meeting. In the event you decide to attend
the Meeting in person, you may, if you desire, revoke your Proxy
and vote your shares in person.
By Order of the Board of Directors
LEONARD GUBAR
Secretary
Dated: May 6, 1996
IMPORTANT
---------
THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE>
MILTOPE GROUP INC.
500 Richardson Road South
Hope Hull, Alabama 36043
-------------------------------
PROXY STATEMENT
Annual Meeting of Stockholders
June 11, 1996
-------------------------------
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Miltope
Group Inc., a Delaware corporation (the "Company"), to be voted
at the Annual Meeting of Stockholders of the Company (the
"Meeting") to be held at the Company s corporate headquarters,
500 Richardson Road South, Hope Hull, Alabama 36043, on Tuesday,
June 11, 1996 at 10:00 A.M., Local Time, and any adjournment or
adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders and in this
Proxy Statement.
The principal executive offices of the Company are located
at 500 Richardson Road South, Hope Hull, Alabama 36043. The
approximate date on which this Proxy Statement and the
accompanying Proxy will first be sent or given to stockholders is
May 6, 1996.
A Proxy, in the accompanying form, which is properly
executed, duly returned to the Company and not revoked will be
voted in accordance with the instructions contained therein and,
in the absence of specific instructions, will be voted (i) for
the election as directors of persons who have been nominated by
the Board of Directors and (ii) in accordance with the judgment
of the person or persons voting the proxies on any other matter
that may be properly brought before the Meeting. Each such Proxy
granted may be revoked at any time thereafter by writing to the
Secretary of the Company prior to the Meeting, or by execution
and delivery of a subsequent Proxy or by attendance and voting in
person at the Meeting, except as to any matter or matters upon
which, prior to such revocation, a vote shall have been cast
pursuant to the authority conferred by such Proxy.
VOTING SECURITIES
Stockholders of record as of the close of business on April
23, 1995 (the "Record Date") will be entitled to notice of, and
to vote at, the Meeting or any adjournments thereof. On the
Record Date there were outstanding 5,867,148 shares of the Common
Stock, $.01 par value. There was no other class of voting
securities outstanding at that date. Each holder of Common Stock
is entitled to one vote for each share held by such holder. The
presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock is necessary to constitute
a quorum at the Meeting. Under the rules of the Securities and
Exchange Commission, boxes and a designated blank space are
provided on the proxy card for stockholders to mark if they wish
to withhold authority to vote for one or more nominees for
director. Votes withheld in connection with the election of one
or more of the nominees for director will be counted as votes
cast against such individuals and will be counted toward the
presence of a quorum for the transaction of business. If no
direction is indicated the proxy will be voted for the election
of the nominees for director. Under the rules of the National
Association of Securities Dealers, Inc. ("NASD"), a broker "non-
vote" has no effect on the outcome of the election of directors
or the establishment of a quorum for such election. The form of
proxy does not provide for abstentions with respect to the
election of directors; however, a stockholder present at the
Meeting may abstain with respect to such election. The treatment
of abstentions and broker "non-votes" with respect to the
election of directors is consistent with applicable Delaware law
and the Company's By-Laws.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding
the ownership of voting securities of the Company by each person
who is known to the management of the Company to have been the
beneficial owner of more than 5% of the outstanding shares of the
Company s Common Stock as of the Record Date:
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP* OF CLASS
-------------- ------------------- ---------- --------
Common Stock Innova International 3,664,478 62.5%
($.01 par value) Corporation
57 Union Place
Summit, NJ 07901
Common Stock Dimensional Fund 342,500(1) 5.8%
$.01 par value) Advisors Inc.
Suite 650
1299 Ocean Avenue
Santa Monica, CA 90401
----------------
* Unless otherwise noted, all shares are directly owned.
(1) Dimensional Fund Advisors Inc., a registered investment
advisor ("Dimensional"), reported beneficial ownership of
342,500 shares of the Company's Common Stock as of December
31, 1995. Dimensional reported that it had sole dispositive
power with respect to 342,500 shares, sole voting power with
respect to 212,500 shares and no voting power with respect
to 130,000 shares. According to Dimensional, all of the
shares are held in portfolios of DFA Investment Dimensions
Group Inc., a registered open-end investment company, in
series of The DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and the DFA
Participating Group Trust, investment vehicles for qualified
employee benefit plans, for all of which Dimensional serves
as investment manager. Dimensional disclaims beneficial
ownership of all such shares.
OWNERSHIP OF COMMON STOCK BY DIRECTORS, NOMINEES AND OFFICERS
The following table sets forth certain information as of the
Record Date, April 23, 1996, regarding the ownership of voting
securities of the Company by (i) each director and nominee of the
Board of Directors of the Company, (ii) each executive officer of
the Company named in the Summary Compensation Table, and (iii)
all directors and executive officers of the Company, and as to
the percentage of outstanding shares held by them on that date:
Amount and
Name of Nature of Percent
Beneficial Beneficial of
Title of Class Owner Ownership (1) Class
-------------- ----------------- ------------- ---------
Common Stock Jan H. Stenbeck 0 *
Common Stock J. Shelby Bryan 83,837 1.4%
Common Stock Alvin E. Nashman 43,947(2) *
Common Stock William L. Dickinson 15,310(3) *
Common Stock Franklin Miller 0 *
Common Stock William Mustard 0 *
Common Stock John Cusick 0 *
Common Stock Robert G. Kaseta 17,000(4) *
Common Stock George K. Webster 11,500(5) *
Common Stock James E. Matthews 0 *
Common Stock John Cochran 10,000 *
Common Stock Executive officers 179,594(2)(3) 3.1%
and directors (4)(5)
as a group (11 persons)
---------------
* Represents less than one percent of the class.
(1) Unless otherwise noted, all shares are directly owned.
Includes shares which may be acquired pursuant to options
exercisable on April 23, 1996 and within sixty days of April
23, 1996, pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended.
(2) Represents shares of Common Stock which Dr. Nashman may
acquire upon exercise of stock options.
(3) Represents shares of Common Stock which Mr. Dickinson may
acquire upon exercise of stock options.
<PAGE>
Notes to Ownership of Common Stock Table continued
--------------------------------------------------
(4) Represents 5,300 of Common Stock owned by Mr. Kaseta, 8,500
shares of Common Stock which Mr. Kaseta may acquire upon
exercise of stock options and 3,200 shares of Common Stock
held by Mr. Kaseta s wife and children. Mr. Kaseta
disclaims beneficial ownership of the shares owned by his
wife and children.
(5) Represents 3,000 shares of Common Stock owned by Mr. Webster
and 8,500 shares of Common Stock which Mr. Webster may
acquire upon exercise of stock options.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
At the Meeting, seven directors are to be elected to serve
until the next annual meeting of stockholders and until their
successors shall be duly elected and shall qualify. As a result
of the resignation of Richard Pandolfi, the Board of Directors
currently has a vacancy. Pursuant to the By-Laws of the Company,
the Board of Directors has reduced the size of the Board of
Directors from eight to seven directors effective as of the
election. Unless otherwise specified, all proxies received will
be voted in favor of the election of the seven nominees of the
Board of Directors named below as directors of the Company. All
of the nominees are presently directors of the Company. The term
of the current directors expires at the Meeting. Should any of
the nominees not remain a candidate for election at the date of
the Meeting (which contingency is not now contemplated or
foreseen by the Board of Directors), proxies solicited thereunder
will be voted in favor of those nominees who do remain candidates
and may be voted for substitute nominees selected by the Board of
Directors. Assuming a quorum is present, a vote of a majority of
the shares present, in person or by proxy, at the Meeting is
required to elect each of the nominees as a director in
accordance with the Company s By-Laws.
The following table sets forth the names of the nominees,
their ages and their current positions with the Company:
NAME AGE TITLE
---- --- -----
Alvin E. Nashman 69 Chairman of the
Board of Directors
John Cusick 48 Director
Jan H. Stenbeck 53 Director
Shelby Bryan 50 Director
William L. Dickinson 70 Director
William Mustard 43 Director
Franklin Miller 60 Director
Dr. Nashman has served as Chairman of the Board of Directors of
-----------
the Company since October 1992 and prior to that date as a
director of the Company since September 1984. From 1969 through
1991, he served as President of Computer Sciences Corporation's
System Group and since 1967 he has been a director of Computer
Sciences Corporation, a company which specializes in software and
system integration for communications and computer systems. In
addition, Dr. Nashman is a private consultant and a director of
HALIFAX Corporation.
Mr. Cusick has served as a director of the Company since August
----------
1995. He has served as President and Chief Executive Officer of
Innova International Corporation ("IIC"), which, through its
operating subsidiaries, provides network integration products and
services and telecommunications consulting services, since July
1995. Prior to that, Mr. Cusick served for five years as
President and Chief Executive Officer of PrimeStar Partners L.P.,
a company providing small-dish satellite television services. He
was the founder of PrimeStar, a digital television service, in
1990 and a director of that company until June 1995.
Mr. Stenbeck has served as a director of the Company since
------------
November 1987. He has served as a director of Millicom
International Cellular S.A., an international cellular
telecommunications concern headquartered in Luxembourg ("MIC"),
since December 1990, and as Chairman of the Board of MIC since
May 1991. Mr. Stenbeck is the Chairman of, and the controlling
stockholder in, Industriforvaltnings AB Kinnevik, a holding
company which is the controlling shareholder of several large
Swedish and international enterprises with worldwide operations.
Mr. Stenbeck has been active in the management of Kinnevik for
more than 15 years. See "Certain Relationships and Related
Transactions."
Mr. Bryan has served as a director of the Company since its
---------
formation in 1984. He has served as President, Chief Executive
Officer and a director of IntelCom Group Inc., a
telecommunications concern, since May 1995. He also has served
as the Vice Chairman and a director of MIC since October, 1994.
He served as Chairman of the Board and Chief Executive Officer of
Millicom Incorporated, a cellular telecommunications business
("Millicom"), from February 1985 until such company's merger with
and into a wholly owned subsidiary of MIC, and served as
President and Chief Executive Officer and a director of MIC from
December 1991 to October 1994. Mr. Bryan has been President of
Austin Resources Corporation, an oil and gas exploration company,
for a period of more than five years.
Mr. Dickinson has served as a director of the Company since
-------------
February 1993. Mr. Dickinson served as United States
Representative to Congress from the 2nd District of Alabama from
1964 to January 1993. Mr. Dickinson was a ranking Republican for
eleven years on the House Armed Services Committee, and a senior
Republican on the House Subcommittee on Procurement and Military
Systems and the House Subcommittee on Military Installations and
Facilities prior to his retirement in 1993.
Mr. Mustard has served as a director of the Company since June
-----------
1995. Mr. Mustard has served as President (Acting) and Chief
Financial Officer of Great Universal American Industries Inc.,
which provides satellite television, computer network integration
services and related communications services, since 1993, and as
Chief Financial Officer of IIC since December 13, 1994. Since
June 1991, Mr. Mustard has held various positions in Millicom and
MIC-USA Inc., the successor by merger to Millicom and a wholly
owned subsidiary of MIC.
Mr. Miller has served as a director of the Company since June
----------
1995. Mr. Miller has served as Chairman of IIC since December
13, 1994. Mr. Miller combines a background in telecommunications
with experience in computerization, software engineering,
technology transfer and industrial management. For more than
five years, Mr. Miller has served as President and Chief
Executive Officer of InnovaConsult, Inc., a concern which
provides high level telecommunications consulting services.
In addition to the directors of the Company, Mr. George K.
Webster is President and Chief Executive Officer of the Company
and Miltope Corporation, an Alabama corporation ("Miltope"), Mr.
James E. Matthews is Vice President, Finance and Chief Financial
Officer of the Company and Miltope and Mr. Leonard Gubar is
Secretary of the Company and Assistant Secretary of Miltope.
Mr. Webster (age 54) has served in the capacity of President and
-----------
Chief Executive Officer of the Company and Miltope and as a
director of Miltope since April 11, 1995. Prior to such date, Mr.
Webster served as Vice President, Programs and Operations of
Miltope and later assumed additional responsibility for business
development and marketing. Prior to joining Miltope in 1992, Mr.
Webster served in various executive capacities for Loral
Fairchild Systems, a manufacturer of military sensors, both in
the visible and infrared spectrums, for application on aircraft,
combat vehicles and missiles.
Mr. Matthews (age 39) has servedas Vice President, Finance and
------------
Chief Financial Officer of the Company and Miltope since November
8, 1995. Prior to joining the Company in November 1995, Mr.
Matthews served for three years as Controller of CAE Link
Corporation, a producer of military flight simulation systems.
Prior to that time, Mr. Matthews served for five years in various
financial executive capacities in the United States and United
Kingdom with Amstrad plc, a producer and distributor of personal
computers and consumer electronics.
Mr. Gubar (age 59) has served as Secretary of the Company since
---------
its formation in 1984 and as Assistant Secretary of Miltope since
May 1984. Since August 1992, he has been a member of the law
firm of Reid & Priest LLP, which serves as counsel to the Company
and its affiliates. From 1969 to August 1992, he was a member of
the law firm of Spengler Carlson Gubar Brodsky & Frischling. He
is a director of Warner Insurance Services, Inc., a provider of
automobile insurance services to the insurance industry, and
Career Horizons, Inc., a national provider of temporary personnel
to business and government agencies.
BOARD OF DIRECTORS AND COMMITTEES
During the 1995 fiscal year, there were five regular and
special meetings of the Board of Directors. Action was taken by
the directors by unanimous consent in lieu of meetings on one
occasion in 1995. During 1995, Mr. Bryan attended fewer than 75%
of the aggregate number of meetings of the Board of Directors and
committees of the board on which he serves.
The Board of Directors has designated from among its members
an Audit Committee, which consists of Dr. Nashman. The Audit
Committee, which reviews the Company's financial and accounting
practices and controls, held one meeting during the fiscal year
ended December 31, 1995. The Company has a Stock Option Committee
of the Board of Directors for the Company's 1995 Plan which
consists of Messrs. Nashman, Bryan and Stenbeck. The Company has
a Compensation Committee of the Board of Directors which reviews
the compensation of the Company s employees, including
establishing performance based bonuses for certain executive
officers of the Company and Miltope. The Compensation Committee
consists of Messrs. Bryan and Nashman. The Compensation
Committee held one meeting during the fiscal year ended December
31, 1995. The Company does not have a standing nominating
committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company was formed in 1984 as a wholly owned subsidiary of
Stonebrook Group Inc., a Delaware corporation ("Stonebrook")
which owned approximately 55.6% of the outstanding Common Stock
of the Company through December 31, 1994. Miltope was formed in
1975 and was a wholly owned subsidiary of Stonebrook until it
became a wholly owned subsidiary of the Company in June 1984. As
of January 1, 1995, IIC acquired 62.8% of the outstanding shares
of the Common Stock of the Company pursuant to certain share
exchange transactions with Stonebrook and Stuvik AB, a Swedish
corporation and, at such time, a holder of approximately 7.2% of
the outstanding shares of the Company s Common Stock. IIC is a
subsidiary of Great Universal American Industries Inc. (formerly,
American Satellite Network Inc.), a Delaware corporation and a
wholly owned subsidiary of MIC-USA Inc., a Delaware corporation
and a wholly owned subsidiary of MIC. Jan H. Stenbeck, a
director of the Company, is also a director of IIC and Great
Universal American Industries Inc. and Chairman and a director of
MIC. Mr. Stenbeck is also Chairman of the Board and, together
with family trusts, owner of approximately 99% of the Common
Stock of Stonebrook, which owns 17.6% of the Common Stock of IIC.
In addition, J. Shelby Bryan, a director of the Company, is Vice
Chairman and a director of MIC. John Cusick, a director of the
Company, is President and Chief Executive Officer of IIC,
Franklin Miller is Chairman of IIC, and William Mustard is
President (Acting) and Chief Financial Officer of Great Universal
American Industries Inc. and Chief Financial Officer of IIC.
Since January 1, 1992, the Company has made certain loans to
Stonebrook which accrue interest at an annual rate equal to the
prime lending rate plus .75% (9.50% at December 31, 1995). The
loans to Stonebrook are payable on demand by the Company and, at
April 23, 1996, an aggregate principal amount of $500,000 in
loans to Stonebrook, plus interest thereon in the amount of
approximately $157,000, was outstanding.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
--------------------------
The following table shows all the cash compensation paid or
to be paid by the Company or by Miltope, its wholly owned
subsidiary, as well as certain other compensation paid or accrued
during the fiscal years ended December 31, 1995, 1994 and 1993 to
the President and Chief Executive Officer of the Company and the
four other executive officers with total compensation in excess
of $100,000. There were no restricted stock awards or long term
incentive plan payouts to any of the executive officers named in
the following table.
Annual Compensation
--------------------
Name and
Principal Position Year Salary Bonus
------------------ ---- ------ -----
George K. Webster 1995 $179,362 --
President and 1994 $132,179 --
Chief Executive 1993 $122,236 $12,500
Officer
Robert G. Kaseta 1995 $115,024 --
Vice President, 1994 $115,492 --
Engineering of 1993 $103,674 $10,000
Miltope
John E. Cochran 1995 $ 67,855 --
Vice President,
Business Development
of Miltope
David L. Lengel 1995 $198,904 --
President and Chief 1994 $239,861 --
Executive Officer of 1993 $243,654 $15,000
the Company(2)
Myles L. Tintle 1995 $129,000 --
Vice President, 1994 $128,000 --
General Manager of 1993 $114,961 $10,000
Miltope Business
Products, Inc.(3)
Long Term
Compensation
Awards
---------------
Number
of
Securities All
Underlying Other
Options Compensation
---------- ------------
George K. Webster 60,000 --
President and -- $102,601(1)
Chief Executive 17,000 --
Officer
Robert G. Kaseta 10,000 $ 7,351(1)
Vice President, -- $ 18,704(1)
Engineering of 17,000 --
Miltope
John E. Cochran 20,000 $ 49,041(1)
Vice President,
Business Development
of Miltope
David L. Lengel -- --
President and Chief -- $22,703(1)
Executive Officer of 10,000 --
the Company(2)
Myles L. Tintle -- --
Vice President, -- --
General Manager of 17,000 --
Miltope Business
Products, Inc.(3)
---------------
(1) Represents relocation expenses paid by the Company to relocate
to Montgomery, Alabama.
(2) Mr. Lengel resigned from the office of President and Chief
Executive Officer on April 11, 1995.
(3) Mr. Tintle resigned from the office of Vice President, General
Manager on August 11, 1995. The operations of Miltope Business
Products, Inc., a wholly owned subsidiary of the Company, were
consolidated with the operations of Miltope as of January 1, 1996.
STOCK OPTIONS AND FISCAL YEAR-END OPTION VALUES
The following table presents the number of outstanding stock
options and the aggregate dollar value of unexercised in-the-
money stock options held by each of the executive officers
included in the Summary Compensation Table at December 31, 1995.
No stock options were exercised by such executive officers during
the 1995 fiscal year.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Fiscal Year-End Fiscal Year-End (1)
-------------------------- -------------------
Exer- Unexer- Exer- Unexer-
Name cisable cisable cisable cisable
---- ------- ------- ------- -------
George K. Webster 8,500 68,500 -- --
Robert G. Kaseta 8,500 18,500 -- --
John E. Cochran 0 20,000 -- --
David L. Lengel -- -- -- --
Myles L. Tintle -- -- -- --
(1) Value of unexercised in-the-money stock options is
calculated by subtracting the aggregate exercise price of
such options from the fair market value of the total number
of shares underlying the in-the-money stock options on
December 29, 1995. The last sale price of the Company s
Common Stock on December 29, 1995 on The Nasdaq Stock Market
was $2.8125.
EMPLOYMENT AGREEMENTS OF EXECUTIVE OFFICERS AND
TERMINATION OF EMPLOYMENT ARRANGEMENTS
John E. Cochran Miltope entered into an employment agreement,
---------------
dated as of June 26, 1995, with John E. Cochran, Vice President,
Business Development of Miltope. The agreement has a term of one
year ending June 25, 1996 and provides a salary at an annual rate
of $115,000. The agreement may be extended thereafter for one
year terms upon the mutual agreement of both parties. Mr.
Cochran is also entitled to (i) participate in the Company s
executive bonus plan, (ii) a one-time sign-on bonus in the amount
of $10,000 and (iii) an option to purchase a total of 20,000
shares of the Company s Common Stock and an additional incentive
stock option to purchase a total of 10,000 shares on the one year
anniversary of the employee s start date. The Company also
agreed to pay Mr. Cochran certain relocation expenses incurred by
him in moving to Montgomery, Alabama and to reimburse him for
certain temporary living expenses.
In the event Mr. Cochran's employment is terminated by Miltope
for any reason, other than for death or cause, as such term is
defined in the agreement, Miltope will pay severance compensation
to Mr. Cochran in an amount equal to the greater of six months
salary or the balance of the salary during the remainder of the
employment term. Severance compensation also includes
participation in all employee benefit programs.
James E. Matthews The Company entered into an employment
-----------------
agreement, dated as of November 8, 1995, with James E. Matthews,
Vice President, Finance and Chief Financial Officer of the
Company. The agreement has a term of one year ending November 7,
1996 and provides a salary at an annual rate of $120,000. Mr.
Matthews is also entitled to (i) participate in the Company s
executive bonus plan, (ii) a one-time sign-on bonus in the amount
of $15,000 and (iii) an option to purchase a total of 20,000
shares of the Company s Common Stock. The Company also agreed to
pay Mr. Matthews certain relocation expenses incurred by him in
moving to Montgomery, Alabama and to reimburse him for certain
temporary living expenses.
In the event Mr. Matthews' employment is terminated by the
Company for any reason, other than for death or cause, as such
term is defined in the agreement, the Company will pay severance
compensation to Mr. Matthews in an amount equal to the greater of
six months salary or the balance of the salary during the
remainder of the employment term. Severance compensation also
includes participation in all employee benefit programs.
COMPENSATION OF DIRECTORS
Directors who are not compensated by the Company, or its
subsidiaries, IIC or affiliates of IIC, presently receive an
annual fee of $8,000 and an additional fee of $1,250 for each
meeting of the Board of Directors attended by such director and
$1,250 per meeting of a committee of the Board which is held on a
day other than a day on which a Board meeting is also held. The
Chairman of the Board presently receives an annual fee of
$20,000. All directors are reimbursed for out-of-pocket expenses
in attending such meetings.
Messrs. Dickinson and Nashman are each entitled to receive
stock options at the commencement of each year of service as a
director entitling him to purchase up to $15,000 worth of the
Company s Common Stock, measured by the market value of such
Common Stock on the date of grant, for an exercise price equal to
not less than 85% of the market value of the Common Stock covered
by the options on the date of grant. On June 5, 1995, Messrs.
Dickinson and Nashman were each granted options to purchase 5,639
shares of the Company s Common Stock at a purchase price of $2.66
per share.
COMPLIANCE WITH SECTION 10(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company s directors, executive officers and
holders of more than 10% of the Company s Common Stock to file
initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission. The Company
believes that, during the fiscal year ended December 31, 1995,
its executive officers, directors and holders of more than 10% of
the Company s Common Stock compiled with all Section 16(a) filing
requirements. In making these statements, the Company has relied
upon a review of reports on Forms 3, 4 and 5 furnished to the
Company during, or with respect to, its last fiscal year.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The policies of the Compensation Committee regarding executive
compensation are to determine compensation levels based upon a
combination of corporate performance and individual performance
measured against pre-established objectives which are determined
each fiscal year by the Committee and approved by the entire
Board of Directors. The goal is to achieve compensation levels
which reflect both individual performance and incentives based
upon common financial targets.
The salary of the President and Chief Executive Officer is
reviewed annually by the Compensation Committee with reference to
a review of the compensation levels of chief executive officers
of comparable companies in the defense electronics industry and
of selected public companies in the geographic region of the
Company which the Compensation Committee believes are competitors
of, or similarly situated to, the Company. Based upon this
review, the salary of the President and Chief Executive Officer
is established. Compensation levels for other executive officers
of the Company are similarly established. Salaries of the
Company s executive officers are in the middle of the range of
salaries paid by the other companies surveyed.
Bonuses are separately established at the beginning of each
fiscal year with reference to the Company s performance measured
against pre-set criteria principally relating to corporate income
and growth. In 1995, no bonuses were paid to executive officers.
Grants of stock options, which generally vest over four years,
are based in substantial part on the Committee s judgment as to
the long-term incentive effect that a grant would have on the
executive officer's and the Company's long-term performance.
Payments of base salary for the 1995 fiscal year do not exceed
$1 million for any named executive officer included in the
Summary Compensation Table.
This report was furnished by Messrs. Nashman and Bryan, all of
the members of the Compensation Committee.
<PAGE>
COMPARISON OF TOTAL STOCKHOLDER RETURN
The following graph sets forth the Company s total
stockholder return over a five-year period, beginning December
31, 1990, and ending December 31, 1995, as compared to the Nasdaq
Stock Market Index and the Nasdaq Non-Financial Index. The total
stockholder return assumes $100 invested at the beginning of the
period in the Company s Common Stock, the Nasdaq Stock Market
Index and the Nasdaq Non-Financial Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
MILTOPE GROUP INC., NASDAQ STOCK MARKET INDEX & NASDAQ
NONFINANCIAL INDEX
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
NASDAQ $100 $160.56 $186.86 $214.51 $209.69 $296.30
STK MKT
NASDAQ $100 $160.98 $176.09 $203.32 $194.86 $267.92
NON-FIN'L
MILTOPE $100 $96.00 $144.00 $132.00 $144.00 $90.00
GROUP INC.
NOTE - REFLECTS $100 INVESTED IN 1990 IN COMPANY STOCK AND
REFLECTS YEAR-END VALUE FOR EACH RESPECTIVE YEAR
AUDITORS
Deloitte & Touche LLP were the Company's independent public
auditors for the fiscal year ended December 31, 1995. The
auditors for the current fiscal year will be appointed by the
Board of Directors. It is expected that Deloitte & Touche LLP
will be selected by the Board of Directors to serve as the
Company s auditors for the current fiscal year. Representatives
of Deloitte & Touche LLP intend to be present at the Meeting and
available to respond to appropriate questions and, in addition,
such representatives will be given an opportunity to make a
statement at the Meeting if they so desire. There is a standing
audit committee of the Board of Directors.
ANNUAL REPORT
All stockholders of record as of April 23, 1996 are
concurrently being sent a copy of the Company's Annual Report for
the fiscal year ended December 31, 1995 which contains certified
financial statements of the Company for the fiscal years ended
December 31, 1994 and 1995.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL
HOLDER OF ITS COMMON STOCK ON APRIL 23, 1996, ON THE WRITTEN
REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH
REQUEST SHOULD BE MADE IN WRITING TO THE CHIEF FINANCIAL OFFICER,
MILTOPE GROUP INC., 500 RICHARDSON ROAD SOUTH, HOPE HULL, ALABAMA
36043.
STOCKHOLDER PROPOSALS
Stockholder proposals must be received by January 6, 1997 in
order to be considered for inclusion in proxy materials
distributed in connection with the next annual meeting of
stockholders. All such proposals should be in compliance with
applicable Securities and Exchange Commission regulations.
MISCELLANEOUS
As of the date of this Proxy Statement, the Board of
Directors of the Company does not know of any other matter to be
brought before the Meeting. However, if any other matters not
mentioned in the Proxy Statement are properly brought before the
Meeting or any adjournments thereof, the persons named in the
enclosed Proxy or their substitutes will have discretionary
authority to vote proxies given in said form, or otherwise act,
in respect of such matters in accordance with their best
judgment.
All of the costs and expenses in connection with the
solicitation of proxies with respect to the matters described
herein will be borne by the Company. In addition to solicitation
of proxies by use of the mails, directors, officers and employees
(who will receive no compensation therefor in addition to their
regular remuneration) of the Company may solicit the return of
proxies by telephone, telegram or personal interview. The
Company will request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward copies of the
proxy material to their principals and to request instructions
for voting the proxies. The Company may reimburse such banks,
brokerage houses and other custodians, nominees and fiduciaries
for their expenses in connection therewith.
It is important that proxies be returned promptly.
Stockholders are, therefore, urged to fill in, date, sign and
return the Proxy immediately. No postage need be affixed if
mailed in the enclosed envelope in the United States.
By order of the Board of Directors
LEONARD GUBAR
Secretary
May 6, 1996
<PAGE>
MILTOPE GROUP INC. 1996 ANNUAL MEETING
JUNE 11, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of MILTOPE GROUP INC., a
Delaware corporation (the "Company"), acknowledges receipt of the
Notice of Annual Meeting of Stockholders and Proxy Statement,
dated May 6, 1996, and hereby constitutes and appoints Alvin E.
Nashman and Leonard Gubar, or either of them acting singly in the
absence of the other, with the power of substitution in either of
them, the proxies of the undersigned to vote with the same force
and effect as the undersigned all shares of Common Stock of the
Company held by the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Company's corporate
headquarters, 500 Richardson Road South, Hope Hull, Alabama
36043, on Tuesday, June 11, 1996 at 10:00 A.M., Local Time, and
at any adjournment or adjournments thereof, hereby revoking any
proxy or proxies heretofore given and ratifying and confirming
all that said proxies may do or cause to be done by virtue
thereof with respect to the following matters:
The undersigned hereby instructs said proxies or their
substitutes:
1. The election of seven directors nominated by the Board of
Directors:
FOR all nominees WITHHOLD AUTHORITY
listed below to vote for all
(except as indicated) ___ nominees listed below ___
NOMINEES: Alvin E. Nashman, William L. Dickinson, Jan H.
Stenbeck, J. Shelby Bryan, Franklin Miller,
William Mustard, John Cusick
(INSTRUCTION: To withhold authority to vote for any individual
nominee or nominees, write such nominee's or
nominees' name(s) in the space provided below.)
2. Upon such other matters as may properly come before the
meeting or any adjournment or adjournments thereof.
The proxy when properly executed will be voted as directed.
If no direction is indicated, the proxy will be voted FOR the
election of the seven named individuals as director.
PLEASE SIGN, DATE AND MAIL THIS
PROXY IMMEDIATELY IN THE ENCLOSED
ENVELOPE.
Date . . . . . . . . . . . . 1996
. . . . . . . . . . . . . . (L.S.)
. . . . . . . . . . . . . . (L.S.)
Please sign your name exactly as it
appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title as it appears
hereon. When signing as joint
tenants, all parties in the joint
tenancy must sign. When a proxy is
given by a corporation, it should
be signed by an authorized officer
and the corporate seal affixed. No
postage is required if returned in
the enclosed envelope and mailed in
the United States.
