<PAGE> 1
CVD EQUIPMENT CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 25, 2000
I am pleased to invite you to attend the 2000 Annual Meeting of shareholders
of CVD Equipment Corporation which will be held at 2:00 PM, Eastern Daylight
Savings Time, on Tuesday, July 25, 2000 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 approve the 2000 Employee Stock Option Plan.
4. 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 May 30, 2000 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
<PAGE> 2
CVD EQUIPMENT CORPORATION
1881 Lakeland Avenue
Ronkonkoma, New York 11779
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be held July 25, 2000
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 2:00 PM, 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.
<PAGE> 3
Voting Securities
Holders of Record of CVD Equipment Corporation Common Stock at the close of
business on May 30, 2000, the record date fixed by the Board of Directors,
are entitled to vote at the meeting. On May 30, 2000, the Company had
outstanding 2,980,750 shares of Common Stock. Each holder of Common Stock
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, 2000 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 as of 3/31/00
<S> <S> <C> <C>
Common Leonard A. Rosenbaum 1,270,450 (1) 43.5%
Stock 1881 Lakeland Avenue
Ronkonkoma, NY 11779
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Common Martin J. Teitelbaum 2,000 (2) *
Stock 329 Middle Country Road
Smithtown, NY 11787
Common Alan H. Temple, Jr. 186,000 (3) 6.4%
Stock 10 Harrison Circle
Pittsford, NY 14534
Common Albert Metzler 57,400 (4) 2.0%
Stock 85 Shellbank Place
Rockville Centre, NY 11570
Common Mitchell Drucker 13,950 (1) *
Stock 42 Blackmore Lane
East Islip, NY 11730
All Directors and 1,529,800 52.4%
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.
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The following table sets forth certain information regarding the nominees.
<TABLE>
<CAPTION>
Name of Director Age Director Since
<S> <C> <C>
Leonard A. Rosenbaum 54 1982
Alan H. Temple, Jr. 66 1986
Martin J. Teitelbaum 50 1985
Conrad J. Gunther Jr. 52
</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.
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.
Conrad J. Gunther is the president of C J Gunther & Associates and also the
Managing Director of the Allied Group. Mr. Gunther's professional experience
includes: Executive Vice President and Chief Operating Officer for North Fork
Bancorporation 1989-1994, Executive Vice President and Division Manager of
European American Bancorp 1975-1989.
See "Principal Shareholders" for information concerning beneficial ownership
of the Company's voting securities by such persons.
The Board of Directors met three times during 1999. All the directors
attended all of the meetings.
The Company has no audit or nominating committees of the Board of Directors.
For the year 1999, the Board of Directors appointed Leonard A. Rosenbaum to
administrate the Stock Option Plan of 1989.
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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 1999 $163,742 -0-
President and Chief 1998 $163,742 -0-
Executive Officer 1997 $211,342 -0-
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>
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 stock options generally expire five years after the date of grant.
The Board of Directors extended the plan and it will terminate on June 30th,
2004.
In 1996 84,000 options were granted which do not vest until 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 in 1999. In 1999, 52,500 options were granted to employees
other than executives, officers, or directors. The options vest at varied
rates starting in 2000. 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.
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Certain Relationships and Related Transactions
During 1999, 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.
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.
/x Sharon Canese
Sharon Canese
Corporate Secretary
CVD Equipment Corporation
Ronkonkoma, New York 11779
YOUR COOPERATION IN SIGNING AND RETURNING
YOUR PROXY WILL BE GREATLY APPRECIATED
