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:
[x] Preliminary Proxy Statement [ ] Confidential, For Use of
the Commission Only (as
permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Park Electrochemical Corp.
(Name of Registrant as Specified in Its Charter)
Park Electrochemical Corp.
(Name of Person(s) Filing Proxy Statement, If Other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
PRELIMINARY PROXY MATERIAL -- SUBJECT TO COMPLETION
PARK ELECTROCHEMICAL CORP.
5 Dakota Drive
Lake Success, New York 11042
_______________
Notice of Special Meeting of Shareholders
October 10, 2000
_______________
A Special Meeting of Shareholders of PARK ELECTROCHEMICAL
CORP. (the "Company") will be held at the principal executive
offices of the Company, 5 Dakota Drive, Lake Success, New York on
October 10, 2000, at 10:00 o'clock A.M., New York time, for the
purpose of considering and acting upon the following:
1. The approval of a proposed amendment to the
Company's Restated Certificate of Incorporation
to increase the number of authorized shares of
Common Stock of the Company from 30,000,000
shares to 60,000,000 shares.
Only holders of record of Common Stock at the close of
business on August 25, 2000 will be entitled to notice of, and to
vote at, the meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
Jerry Shore
Chairman of the Board
Dated: September __, 2000
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE
MEETING. IF YOU DO NOT EXPECT TO BE PRESENT, PLEASE DATE
AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT
PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
PRELIMINARY PROXY MATERIAL -- SUBJECT TO COMPLETION
PARK ELECTROCHEMICAL CORP.
5 Dakota Drive
Lake Success, New York 11042
__________________
P R O X Y S T A T E M E N T
Special Meeting of Shareholders
October 10, 2000
__________________
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Park Electrochemical Corp. (the
"Company") of proxies with respect to a Special Meeting of Shareholders of the
Company to be held on October 10, 2000, and any adjournment or postponement
thereof (the "Meeting"). Any shareholder giving such a proxy (the form for
which is enclosed with this Proxy Statement) has the power to revoke the same at
any time before it is voted by (i) delivering written notice of such revocation
bearing a later date than the proxy to the Secretary of the Company, (ii)
submitting a later-dated proxy, or (iii) attending the Meeting and voting in
person.
This Proxy Statement and the accompanying form of proxy are first being
mailed on or about September __, 2000 to all shareholders of record as of the
close of business on August 25, 2000.
VOTING SECURITIES
At August 25, 2000, the outstanding voting securities of the Company
consisted of 10,489,130 shares of Common Stock, $.10 par value, of the Company
(the "Common Stock"), each share of which, held of record at the close of
business on August 25, 2000, is entitled to one vote. Presence in person or by
proxy of holders of a majority of the outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the Meeting. Abstentions
and broker non-votes, if any, will be included for purposes of determining a
quorum. With respect to the approval of the proposed amendment to the Company's
Restated Certificate of Incorporation, abstentions and broker non-votes, if any,
will have the same effect as voting against such amendment.
STOCK OWNERSHIP
Principal Stockholders
The following table sets forth information as of August 25, 2000 with
respect to each person (including any "group" of persons as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) who is known to the Company to be the beneficial owner (for
purposes of the rules of the Securities and Exchange Commission) of more than 5%
of the outstanding shares of Common Stock as of that date:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Amount and
Nature of Percent
Title Name and Address Beneficial of
of Class of Beneficial Owner Ownership Class
Common Stock.........Jerry Shore 1,193,972 (a) 11.3%
5 Dakota Drive
Lake Success, NY 11042
Common Stock.........Loomis, Sayles & Company, L.P. 715,724 (b) 6.4%
One Financial Center
Boston, MA 02111
_____________________
(a) Includes 60,000 shares of Common Stock which Jerry Shore may acquire pursuant
to options, 112,410 shares owned by a member of Jerry Shore's family, of which
he disclaims beneficial ownership, and 35,753 shares owned by a foundation, of
which he disclaims beneficial ownership.
(b) Loomis, Sayles & Company, L.P., a registered investment adviser, holds shared
investment power over all of such shares and sole voting power over 616,023 of
such shares and shared voting power over 81,878 of such shares, all of which
are issuable upon conversion of the Company's 5 1/2% Convertible Subordinated
Notes due 2006, based on its Schedule 13G/A dated February 22, 2000, filed
under the Exchange Act, which represented approximately 6.4% of the
outstanding shares of the Company's Common Stock as of August 25, 2000,
assuming conversion of such Notes into Common Stock.
Ownership of Directors and Executive Officers
The following table sets forth information as of August 25, 2000 with respect
to shares of Common Stock beneficially owned (for purposes of the rules of the
Securities and Exchange Commission) by each director and each executive officer
currently employed by the Company who was identified in the Summary Compensation
table in the proxy statement for the Company's 2000 annual meeting of shareholders
and by all directors and executive officers of the Company as a group.
Amount and
Nature of
Beneficial Percent
Name of Beneficial Owner Ownership of Class
Mark S. Ain............................. 5,500(a) *
Anthony Chiesa.......................... 75,500(b) *
Lloyd Frank............................. 7,000(c) *
Ronald F. Ostrow........................ -0- *
Brian E. Shore.......................... 218,565(d) 2.0%
Jerry Shore............................. 1,193,972(e) 11.4%
Robert A. Forcier....................... 27,000(f) *
Emily J. Groehl......................... 11,950(g) *
Thomas T. Spooner....................... 5,164(h) *
All directors and executive
officers as a group (14 persons)....... 1,571,151(i) 14.6%
_________________
<FN>
* Less than 1%.
(a) Consists of shares which Mark S. Ain may acquire pursuant to options.
(b) Includes 500 shares which Anthony Chiesa may acquire pursuant to options.
(c) Includes 3,000 shares which Lloyd Frank may acquire pursuant to options
and 2,000 shares owned by a member of Lloyd Frank's family, of which he
disclaims beneficial ownership.
(d) Includes 174,250 shares which Brian E. Shore may acquire pursuant to
options.
(e) See note (a) to the table under "Stock Ownership-Principal Stockholders"
for information with respect to these shares.
(f) Includes 23,000 shares which Robert A. Forcier may acquire pursuant to
options.
(g) Includes 6,062 shares which Emily J. Groehl may acquire pursuant to
options.
(h) Includes 4,938 shares which Thomas T. Spooner may acquire pursuant to
options.
(i) Includes 1,277,403 shares owned by directors and executive officers and
293,748 shares issuable to directors and executive officers upon exercise
of options that are exercisable as of August 25, 2000 or become
exercisable within 60 days thereafter.
</TABLE>
PROPOSAL 1: APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Proposed Amendment
At the Meeting, shareholders will be asked to approve a proposed
amendment to the Company's Restated Certificate of Incorporation to increase
the number of shares of Common Stock which the Company is authorized to
issue from 30,000,000 shares to 60,000,000 shares.
The authorized capital stock of the Company now consists of 30,000,000
shares of Common Stock, $0.10 par value per share, and 500,000 shares of
Preferred Stock, $1.00 par value per share. At August 25, 2000, 10,489,130
shares of Common Stock were outstanding and 1,468,742 shares were reserved
for issuance upon exercise of outstanding options granted or which may be
granted under the Company's 1992 Stock Option Plan, 2,370,342 shares were
reserved for issuance upon conversion of the Company's 5 1/2% Convertible
Subordinated Notes due 2006 and 103,000 shares were reserved for issuance
upon exercise of the Company's option to purchase from the minority
stockholder, and the minority stockholder's option to sell to the Company,
the minority stockholder's 20% interest in Dielektra GmbH under the 1997
Agreement pursuant to which the Company acquired 80% of the capital stock of
Dielektra GmbH. Accordingly, at August 25, 2000, 15,568,786 shares of Common
Stock were available and not reserved for future issuance. No shares of
preferred stock are outstanding.
Purpose and Effect of the Proposed Amendment
The Board believes that it is desirable to effect a three-for-two
stock split in order to achieve wider distribution and improved
marketability of the Common Stock. The Board has approved, subject to the
amendment of the Restated Certificate of Incorporation referred to below, a
three-for-two stock split of the Common Stock. It is currently anticipated
that the stock split would be payable November 8, 2000 to shareholders of
record on October 20, 2000. Such a stock split would result in the issuance
of approximately 6,790,009 additional shares of Common Stock (of which
1,545,444 shares would be issued to the Corporation's treasury) and the
reservation for issuance of approximately 1,971,042 additional shares of
Common Stock. Based on the 30,000,000 shares of Common Stock currently
authorized under the Restated Certificate of Incorporation, after giving
effect to the stock split, fewer than 8,354,000 shares would be available
for future issuance. The Board believes that such limited number of shares
of Common Stock available for future issuance could impede the Company's
ability to make acquisitions, raise capital, and effect future stock splits
and stock dividends, and could otherwise limit the number of shares
available for general corporate purposes.
Accordingly, the Board believes that a three-for-two stock split
should not be effected unless additional authorized but unissued shares of
Common Stock are available and the Board has made the stock split contingent
upon an amendment to the Company's Restated Certificate of Incorporation
increasing from 30,000,000 to 60,000,000 the number of authorized shares of
Common Stock. Upon approval of the proposed amendment, the first sentence of
the first paragraph of Section III of the Restated Certificate of
Incorporation would be amended to read as follows:
"The aggregate number of shares which the Corporation shall have the
authority to issue shall consist of 60,000,000 shares of Common Stock of the
par value of $.10 per share, and 500,000 shares of Preferred Stcok of the
par value of $1 per share."
If shareholders approve the proposed amendment to the Restated
Certificate of Incorporation, the authorized capital of the Company will
become 60,000,000 shares of Common Stock, and the Common Stock will be split
three-for-two. Every two shares of issued Common Stock will be changed into
three shares of Common Stock, and cash will be paid in lieu of fractional
shares. The dollar amount of the Company's stockholders' equity account will
not be affected by the stock split, but each new share will have attributed
to it an amount equal to two-thirds of the amount previously attributed to
each old share. Holders of the approximately 10,489,000 shares currently
issued and outstanding will receive approximately 5,244,500 additional
shares. The aggregate number of shares reserved for issuance as described
above under the caption "Proposed Amendment" will be increased to
approximately 5,913,000 shares. The approximately 38,353,500 remaining
authorized but unissued shares (including the approximately 4,636,300 shares
held in the Corporation's treasury) may be issued from time to time by the
Board of Directors. It is not expected that further authorization from the
shareholders for the issue of any such shares will be solicited except when
such authorization is required by law or by the rules of the New York Stock
Exchange. Additional shares of Common Stock will be available for use in
acquisitions, in raising additional capital, in connection with stock splits
and stock dividends and for other corporate purposes. At present the Company
has no specific plans and is not a party to any negotiations as to the
issuance of any of the additional shares of Common Stock which are proposed
to be authorized. Shareholders of the Company have no preemptive rights to
subscribe to additional shares of Common Stock issued by the Company.
The Board of Directors intends, upon the effectuation of the three-
for-two stock split, to increase the quarterly cash dividend from the
current rate of 8 cents per share to the equivalent of 9 cents per share on
a pre-split basis. On a post-split basis, the quarterly cash dividend would
be 6 cents per share, an increase of 12.5 percent over the 8 cents per share
quarterly dividend paid on August 1, 2000 on the pre-split shares. The
increased cash dividend is expected to be payable on November 8, 2000 to
shareholders of record on October 20, 2000. If the proposed Amendment to the
Restated Certificate of Incorporation is not approved by shareholders, the
proposed 3-for-2 stock split and the proposed cash dividend increase will
not take place.
The Company does not believe that an increase in the number of
authorized shares of Common Stock will have any anti-takeover effect
although the percentage increase in authorized Common Stock is not
proportionate to the three-for-two stock split. Consequently, the ratio of
authorized shares available for issuance to shares already issued or
reserved for issuance will increase. The Board will have a greater ability
to dilute the stock ownership of any shareholder following the increase in
authorized shares and the three-for-two stock split than it has at the
present time.
Nevertheless, the existence of authorized but unissued shares of
Common Stock could be used in the future, through private sale, to
purchasers allied with management or otherwise, to dilute the stock
ownership of persons seeking to obtain control of the Company, thus making
less likely a change in control of the Company, whether or not favored by a
majority of unaffiliated shareholders, with the possible effect of deterring
an offer for the Company at a substantial premium over the current market
price of the Common Stock. The Company has no present intention to issue
securities for such purpose and the Company is not aware of any proposal or
attempt to acquire control of the Company.
If the amendment to the Restated Certificate of Incorporation is
approved by shareholders, the Board of Directors will take formal action to
declare the three-for-two stock split and it is currently anticipated that
the stock split will be payable on November 8, 2000 to shareholders of
record on October 20, 2000. Certificates representing pre-split shares will
remain outstanding and will not be surrendered. Each of those certificates
will automatically represent the same number of new shares, and the Company
will issue to each holder of record at the close of business on the record
date for the stock split certificates representing one new share for every
two old shares then held of record. In lieu of the issuance of fractional
shares as a result of the stock split, the Company will mail to each
shareholder who would otherwise receive a fractional share, a check
representing payment of cash based on such fractional portion of the price
for the last trade of the Common Stock on the record date as reported on the
New York Stock Exchange.
Counsel for the Company has advised the Company that neither the
amendment to the Restated Certificate of Incorporation, if adopted, nor the
stock split will result, under present United Stated Federal income tax
laws, in any gain or loss to the shareholders or to the Company for Federal
income tax purposes, except that the payment of cash to a shareholder in
lieu of a fractional share may result in gain or loss to such shareholder.
Required Vote
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the Meeting is required for the
approval of the proposed amendment to the Restated Certicate of
Incorporation.
Recommendation of the Board
The Board of Directors unanimously recommends that shareholders vote
FOR the proposed amendment to the Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock. Proxies will be
voted on this proposal in accordance with their terms and, in the absence of
contrary instructions, for approval of the proposed amendment.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the year 2001 Annual
Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act must
be received by the Company at the Company's principal executive offices for
inclusion in the Proxy Statement and form of Proxy relating to that meeting
by February 5, 2001. In order for shareholder proposals made outside of
Rule 14a-8 under the Exchange Act to be considered "timely" within the
meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be
received by the Company at the Company's principal executive offices by
April 13, 2001. The Company's By-Laws require that proposals of
shareholders made outside of Rule 14a-8 under the Exchange Act must be
submitted, in accordance with the requirements of the By-Laws, not later
than April 13, 2001 and not earlier than March 14, 2001.
OTHER MATTERS
The Company will bear the expense of proxy solicitation. Directors,
officers and employees of the Company and its subsidiaries may solicit
proxies by mail, telephone, telegraph, facsimile or in person (but will
receive no additional compensation for such solicitation). The Company also
has retained D.F. King & Co., Inc., New York, New York, to assist in the
solicitation of proxies in the same manner at an anticipated fee of
approximately $6,000, plus reimbursement of certain out-of-pocket expenses.
In addition, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward the soliciting material to beneficial owners
and to obtain authorizations for the execution of proxies, and if they in
turn so request, the Company will reimburse such brokerage houses and other
custodians, nominees and fiduciaries for their expenses in forwarding such
material.
The Board does not know of any other matters to be brought before the
Meeting. If any other matters not mentioned in the Proxy Statement are
properly brought before the Meeting, including matters incident to the
conduct of the Meeting or relating to the adjournment thereof, the persons
named in the enclosed proxy intend to vote such proxy in accordance with
their best judgment on such matters.
By Order of the Board of Directors,
Jerry Shore
Chairman of the Board
Dated: September __, 2000
<PAGE>
PRELIMINARY PROXY MATERIAL -- SUBJECT TO COMPLETION
[PROXY CARD]
PARK ELECTROCHEMICAL CORP.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OCTOBER 10, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints ANTHONY
CHIESA, LLOYD FRANK and BRIAN E. SHORE, and each of them, the
attorneys and proxies of the undersigned, with full power of
substitution, to attend the Special Meeting of Shareholders of
PARK ELECTROCHEMICAL CORP. (the "Company") to be held at the
Company's principal executive offices, 5 Dakota Drive, Lake
Success, New York on October 10, 2000 at 10:00 o'clock A.M., New
York time, and any adjournments or postponements thereof, to
vote all the shares of Common Stock of the Company which the
undersigned would be entitled to vote if personally present upon
the following matters:
The Board of Directors recommends a vote "FOR" proposal 1.
(1) PROPOSAL TO AMEND RESTATED ARTICLES OF INCORPORATION TO
INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) The transaction of such other business as may properly come
before the meeting.
Each properly executed proxy will be voted in accordance
with specifications made hereon. If no specification is made,
the shares represented by this Proxy will be voted "FOR"
proposal 1, and in the discretion of the Proxies on any other
business as may properly come before the meeting.
The undersigned hereby acknowledges receipt of the
accompanying Notice of Meeting and Proxy Statement and hereby
revokes any proxy or proxies heretofore given.
Dated:____________________, 2000
________________________________
________________________________
(Signature(s) of Shareholder(s))
Please date and sign exactly as name appears
hereon. Executors, administrators, trustees,
etc. must so indicate when signing. If shares
are held jointly, both owners should sign.
