<PAGE> 1
PROXY
ANNUAL MEETING OF SHAREHOLDERS OF CVD EQUIPMENT CORPORATION
LEONARD A. ROSENBAUM and SHARON CANESE and each of them, are hereby
apponited proxies, with full power of substitution, to vote all shares of
the stock the undersigned is entitled to vote at the annual meeting of
shareholders of CVD Equipment Corporation, to be held at CVD Equipment
Corporation headquarters, 1881 Lakeland Avenue, Ronkonkoma, NY, Friday,
August 27, 1999 at 10:00 a.m., Eastern Daylight Savings Time, and any
adjournment therof, as follows, hereby revoking any proxy heretofore given:
(1) ELECTION OF DIRECTORS:
( ) FOR nominees listed below ( ) WITHHOLD AUTHORITY
(except as marked to the to vote for nominees listed
contrary below) below
Leonard A. Rosenbaum, Martin J. Teitelbaum,
Alan H. Temple, Jr., Albert G. Metzler
INSTRUCTION: To withold authority for any individual nominee,
write that nominee's name here
_____________________________________________________________
(2) Proposal to approve the appointment of Albrecht, Viggiano, Zureck, &
Company, P.C. as the independent Public Accountants of the company for
the fiscal year ending December 31, 1999
For ( ) Against ( ) Abstain ( )
(continued and to be signed on reverse side)
<PAGE> 2
(3) In their discretion on such matters as may properly come before the
meeting, all as set out in the Notice and Proxy Statement relating to
the meeting, receipt of which are hereby acknowledged.
(Please sign exactly as name appears hereon. If Stock is owned by more than
one person, all owners should sign.) If signing as attorney, administrator,
executor, guardian or trustee, please indicate such capacity. A proxy given
by a corporation should be signed by an authorized officer. This proxy when
properly executed will be voted in the manner directed by the undersigned
shareholder. If no direction is made this proxy will be voted for all
nominees for director, and for proposal #2.
DATE __________________________, 1999
_____________________________________
Signature
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION.
<PAGE> 1
CVD EQUIPMENT CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 27,1999
I am pleased to invite you to attend the 1999 Annual Meeting of shareholders
of CVD Equipment Corporation which will be held at 10:00AM, Eastern Daylight
Savings Time, on Friday, August 27, 1999 at CVD Equipment Corporation
headquarters at 1881 Lakeland Avenue, Ronkonkoma, NY 11779 for the following
purposes:
1. To elect four directors for a term of one (1) year.
2. To approve Albrecht, Viggiano, Zurek & Co. as the independent public
accountant and auditor.
3. To transact such other business as may properly come before the meeting.
We hope that you will participate in the annual meeting either by attending
and voting in person or by voting by proxy as promptly as possible.
Only shareholders of record at the close of business on July 2, 1999 will be
entitled to vote at the meeting and at all adjournments thereof.
Please sign, date and return your proxy promptly in the envelope provided.
No postage is necessary if mailed within the United States. Giving your
proxy will not affect your right to vote in person if you attend the meeting.
By Order of the Board of Directors
Sharon Canese
Corporate Secretary
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CVD EQUIPMENT CORPORATION
1881 Lakeland Avenue
Ronkonkoma, New York 11779
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be held August 27, 1999
Solicitation
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of CVD Equipment Corporation (the
"Company") for the annual meeting of shareholders to be held at the CVD
Equipment Corporation Headquarters, 1881 Lakeland Avenue, Ronkonkoma,
NY 11779 at 10:00 AM, Eastern Daylight Savings Time, and any adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders. Shares represented by properly executed proxies
will be voted at the meeting, but a proxy may be revoked at any time prior
to its exercise by written notice filed with the Secretary of the Company
or the acting secretary of the meeting or by oral notice to the presiding
officer during the meeting.
In addition to use of the mails, proxies may be solicited in person or by
telephone or telegram by directors, officers and regular employees of the
Company. All expenses of soliciting proxies will be paid by the Company.
Upon request, the Company will reimburse brokers, dealers, banks, and voting
trustees, or their nominees, for reasonable expenses incurred in forwarding
copies of the proxy material and annual report to the beneficial owners of
shares which such persons hold of record. The Company may also request
other holders of record to forward copies to the beneficial owners, and
reimburse them for reasonable forwarding expenses.
Voting Securities
Holders of Record of CVD Equipment Corporation Common Stock at the close of
business on July 2, 1999, the record date fixed by the Board of Directors,
are entitled to vote at the meeting. On March 31, 1999, the Company had
outstanding 2,918,750 shares of Common Stock. Each holder of Common Stock
<PAGE> 3
is entitled to one vote in person or by proxy for each such share of Common
Stock registered in his name on the above date. A number of the outstanding
shares entitling the holders thereof to a majority of the votes of all the
shares of the outstanding stock of the Company constitute a quorum.
Voting
(a) Election of Directors - Directors shall be elected by a plurality of the
votes cast at the Annual Shareholders Meeting by the holders of shares
entitled to vote in the election.
(b) Approval of Albrecht, Viggiano, Zurek & Co. as independent public
accountant and auditor.
(c) All other matters voted upon at the Annual Shareholders Meeting shall be
authorized by a majority of the votes cast at the Annual Shareholders Meeting
by the holders of shares entitled to vote thereon.
Principal Stockholders
The following table sets forth as of March 31, 1999 information concerning
the beneficial ownership of the voting stock of the Company by (i) each
person who is known by the Company to beneficially own more than 5% of such
securities, (ii) each director or nominee who owns any shares of the Common
Stock, (iii) all directors and officers as a group:
<TABLE>
<CAPTION>
Amount and Percentage
Title Nature of of Class
Of Name and Address of Beneficial Outstanding
Class Beneficial Owner Ownership (1) as of 3/31/98
<S> <S> <C> <C>
Common Leonard A. Rosenbaum 1,270,450 43.5%
Stock 1881 Lakeland Avenue
Ronkonkoma, NY 11779
Common Martin J. Teitelbaum 2,000 (2) *
Stock 329 Middle Country Road
Smithtown, NY 11787
Common Alan H. Temple, Jr. 172,000 (3) 5.9%
Stock 10 Harrison Circle
Pittsford, NY 14534
Common Albert Metzler 57,400 (4) 2.0%
Stock 85 Shellbank Place
Rockville Centre, NY 11570
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All Directors and 1,501,850 51.5%
Officers as a group
(four persons)
<FN>
* Less than .1%
(1) Except as noted, all shares are beneficially owned, and the sole
voting and investment power is held by the persons named.
(2) Shares are held by Mr. Teitelbaum's wife and beneficial ownership
thereof is disclaimed by Mr. Teitelbaum.
(3) Includes an aggregate of 13,000 shares held by Mr. Temple's wife, as
to which he disclaims beneficial interest.
(4) Includes an aggregate of 9,900 shares held by Mr. Metzler in custody
for his minor children as to which he disclaims beneficial interest.
</TABLE>
Election of Directors
At the meeting, four directors are to be elected to hold office until
their successors shall be elected and qualified. Unless other wise
directed, the shares of voting securities represented by proxies in the
enclosed form will be voted by the named proxies for the election of the
nominees indicated below.
Should any nominee be unable to accept the office of director, it is
intended that the persons named in the proxy will vote for the election
of such other person for the office of director, in the place of such
nominee, as management may recommend. Management is not aware that any
nominee, if elected, will be unwilling to serve.
The following table sets forth certain information regarding the nominees.
<TABLE>
<CAPTION>
Name of Director Age Director Since
<S> <C> <C>
Leonard A. Rosenbaum 53 1982
Alan H. Temple, Jr. 65 1986
Martin J. Teitelbaum 49 1985
Albert G. Metzler 51 1993
</TABLE>
Principal Occupation for the Past Five Years
Leonard A. Rosenbaum founded the Company in October, 1982 and has been
President and Chief Executive Officer and a director since that date. Mr.
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Rosenbaum has over thirty (30) years of expertise in the research,
design, and manufacturing of semiconductor processing equipment.
Alan H. Temple, Jr. has, since 1977, been President of Harrison Homes, Inc.,
Pittsford, New York, a building and consulting firm.
Martin J. Teitelbaum is the principal attorney for the Law Offices of
Martin J. Teitelbaum. Mr.Teitelbaum became a director of the Company
in 1985. He is currently serving as the Assistant Secretary, and he has
previously served as the Corporate Secretary. Mr. Teitelbaum serves as
General Counsel to CVD Equipment Corporation.
Albert G. Metzler was Sales Manager of R. S. Crum & Co., a distributor of
valves and valve fittings from 1972 through 1998. Mr. Metzler was formerly
a director from 9/28/83 to 5/29/86. Currently, Mr. Metzler is an employee
of CVD Equipment Corporation since January 1999.
See "Principal Shareholders" for information concerning beneficial ownership
of the Company's voting securities by such persons.
The Board of Directors met five times during 1998. Al Metzler was present
for four (4) of the five (5) meetings. The remaining directors attended all
of the meetings.
The Company has no audit or nominating committees of the Board of Directors.
For the year 1998, the Board of Directors appointed Leonard A. Rosenbaum to
administrate the Stock Option Plan of 1989.
Remuneration
The following table sets forth certain information as to each of the
Company's most highly compensated executive officers whose cash compensation
exceeded $100,000.
<TABLE>
<CAPTION>
Name of Individual
Or Number Annual Stock Options
Persons in Group Year Compensation Granted
<S> <C> <C> <C>
Leonard A. Rosenbaum 1998 $163,742 -0-
President and Chief 1997 $211,342 -0-
Executive Officer 1996 $139,126 30,000*
<FN>
*The stock options granted in 1996: vest 100% on April 1, 1999, have an
exercise price of $.125, expire 10 years from the date of grant and represent
36% of the number of options granted that year.
</TABLE>
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The Company owns life insurance on the life of Leonard A. Rosenbaum in the
amount of $2,000,000. The Company is the sole beneficiary of said policy.
In June 1989, the shareholders approved a non-qualified stock option plan
covering key employees, officers and directors. Options are awarded by the
Board of Directors or by a committee appointed by the Board.
Under the plan an aggregate of 700,000 shares of Common Stock, $.01 par
value of the Company are reserved for issuance or transfer upon the exercise
of options which are granted. Unless otherwise provided in the Option
Agreement, an option granted under the plan shall become exercisable in 25%
installments commencing one year from the anniversary date of the grant.
The purchase price of the Common Stock under each option shall be the
average bid price per share, calculated on a monthly basis, that the Common
Stock (as reported by NASDAQ) traded during the calendar year immediately
preceding the year in which the option is granted. The stock options
generally expire five years after the date of grant.
The 1989 Stock Option Plan has been extended by the Board of Directors.
The plan has been extended for a period of five (5) years and will expire
on June 30, 2004. In addition, in lieu of the lowest average price during
the preceding year, the plan has been amended to reflect the I.R.S. code
section 162(M), the exercise price of the option will be set at the time
of granting the option, and will not be lower than the closing price of
the stock on the day of the granting of the option.
In 1996 84,000 options were granted which do not vest until April 1, 1999
at which time they vest 100%. In 1998, 140,000 options were granted to
employees other than executive officers or directors. The options vest at
25% per year starting on April 1, 1999. To date no options have been
exercised under this plan.
Other than the non-qualified 1989 Stock Option Plan, the Company has no
pension or profit sharing plan or other contingent forms of remuneration.
Certain Relationships and Related Transactions
During 1998, the Company incurred approximately $20,000. in legal fees to
Martin J. Teitelbaum. Mr. Teitelbaum, a director of the Company, is the
principal attorney for the law offices of Martin J. Teitelbaum.
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Auditors
Albrecht, Viggiano, Zureck & Co. has been selected as the Company's
independent public accountants. It is expected that a representative of
Albrecht, Viggiano, Zureck & Co. will be present at the meeting.
Other Matters
Management is not aware of any other matters which may be brought before
the meeting. If other matters not now known come before the meeting, or
any adjournments thereof, the persons named in the accompanying form of
proxy or their substitutes will vote such proxy in accordance with their
best judgement.
Sharon Canese
Corporate Secretary
CVD Equipment Corporation
Ronkonkoma, New York 11779
YOUR COOPERATION IN SIGNING AND RETURNING
YOUR PROXY WILL BE GREATLY APPRECIATED
