<PAGE>
SCHEDULE 14C INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Check the appropriate box:
[_] Preliminary Information Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14C-5(D)(2))
[X] Definitive Information Statement
EDAC TECHNOLOGIES CORPORATION
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[_] Fee computed on table below per Exchange Act Rules 14c-5(g)(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 ActRule 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:
Notes:
<PAGE>
EDAC TECHNOLOGIES CORPORATION
1790 New Britain Avenue
Farmington, CT 06032
(203) 677-2603
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Edac Technologies Corporation will be
held at the Farmington Country Club, 806 Farmington Avenue, Farmington,
Connecticut, on May 24, 1995, at 9:00 a.m. for the following purposes:
(1) to elect six directors;
(2) to transact such other business as may properly come before the
meeting and any adjournment thereof.
Shareholders of record at the close of business on April 14, 1995 are
entitled to receive notice of and to vote at the meeting.
G.I. KEG CO., the Edac Technologies Corporation Employee Stock Ownership
Plan and Trust and the Directors and Officers as a group, which together own and
have voting rights to over 50% of the Company's outstanding common stock, have
sufficient voting power to adopt or reject the proposals to be considered by
shareholders at the meeting and have informed the Company that they presently
intend to vote a sufficient number of shares for approval of proposal (1).
Accordingly, the Company is not soliciting proxies for this meeting.
A copy of an Information Statement relating to the meeting is enclosed
herewith.
EDAC TECHNOLOGIES CORPORATION
/s/ Glenn L. Purple
--------------------
Glenn L. Purple
Secretary
Farmington, Connecticut
April 28, 1995
<PAGE>
April 28, 1995
EDAC TECHNOLOGIES CORPORATION
1790 New Britain Avenue
Farmington, CT 06032
(203) 677-2603
INFORMATION STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
ON MAY 24, 1995
This Information Statement relates to the Annual Meeting of shareholders of
Edac Technologies Corporation to be held at the Farmington Country Club, 806
Farmington Avenue, Farmington, Connecticut, on May 24, 1995 at 9:00 a.m.
Each shareholder of record at the close of business on April 14, 1995 will
be entitled to one vote for each share registered in such shareholder's name in
regard to each proposal put to shareholders at the meeting. At that date there
were outstanding 3,595,539 shares of common stock, the Company's only class of
stock outstanding.
The expense of printing and mailing the notice and Information Statement,
including forwarding expense to beneficial owners of common stock held in the
name of another, will be borne by the Company.
G.I. KEG CO., the Edac Technologies Corporation Employee Stock Ownership
Plan and Trust and the Directors and Officers as a group, which together own and
have voting rights to over 50% of the Company's outstanding common stock, have
sufficient voting power to adopt or reject the proposals to be considered by
shareholders at the meeting and have informed the Company that they presently
intend to vote a sufficient number of shares for approval of proposal (1).
Accordingly, the Company is not soliciting proxies for this meeting.
This Information Statement is being mailed to shareholders commencing on or
about May 1, 1995.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
1
<PAGE>
PRINCIPAL SECURITY HOLDERS AND
SECURITY HOLDING OF MANAGEMENT
The following table shows the beneficial ownership of the outstanding
common stock of the Company as of April 14, 1995, by each person known to the
Company to own beneficially more than 5% of such stock outstanding, each
director, all directors and officers of the Company as a group and each person
nominated for election as a director.
<TABLE>
<CAPTION>
Number of Shares
and Nature of Percent
Beneficial of
Name Ownership (1) Class
- ---- ---------------- -------
<S> <C> <C>
FMR Corporation 372,300 10.4%
G.I. KEG CO. (3) 986,271.5 27.4%
Edac Technologies Corporation
Employee Stock Ownership Plan
and Trust (4) 973,802.5 27.1%
John Di Francesco (2) 11,000 0.3%
William J. Gallagher (2)(5) 135,530 3.7%
Robert P. Luzzi (2)(3) 1,029,830 28.5%
Francis W. Moskey (2)(3)(4) 2,009,272 55.5%
Glenn L. Purple (2)(3)(4) 1,974,631 54.8%
Gerald C. Smith (2)(3)(4) 1,966,741 54.6%
Stephen G.W. Walk (2) 25,000 0.7%
Robert T. Whitty (2)(4) 1,025,803 28.1%
William Wiggins (2)(3)(4) 1,960,074 54.5%
All Directors and Officers 2,292,026 60.8%
as a group (10 persons) (2)
</TABLE>
(1) Except as otherwise indicated, the specified persons have sole voting and
investment power as to all the shares indicated.
2
<PAGE>
(2) The number of shares shown includes the following shares which may be
acquired by exercise of options: 13,000 as to Mr. Luzzi; 25,000 as to Mr.
Moskey; 20,000 each as to Messrs. Gallagher and Walk; 10,000 each as to
Messrs. Di Francesco and Purple; 6,667 as to Mr. Smith; 50,000 as to Mr.
Whitty; and 171,667 as to all officers and directors as a group.
(3) The number of shares shown include 986,271.5 shares owned by G.I. KEG Co.
The voting of the shares owned by G.I. KEG Co. is directed by an executive
committee consisting of:
Robert P. Luzzi
Francis W. Moskey
Glenn L. Purple
Gerald C. Smith
William Wiggins
The identities of the general partners of G.I. KEG Co. are as follows:
Wladyslaw Cziao William T. Magri
Paul E. Couture Zbigniew Matulaniec
William A. Edgar Francis W. Moskey
Joseph Hopkins Glenn L. Purple
Robert T. Larese Gerald C. Smith
Joseph P. Lebel Emanuel Stefanakis
Robert P. Luzzi William Wiggins
Robert M. Madey
(4) The number of shares includes 973,802.5 shares owned by the Edac Employee
Stock Ownership Plan ("ESOP"). The shares are voted by the Trustees of the
Edac ESOP (subject to direction by participants for allocated shares). The
Trustees of the Plan are as follows:
Robert T. Whitty Gerald C. Smith
Francis W. Moskey William Wiggins
Glenn L. Purple
(5) Includes 16,500 shares held directly by a company wholly-owned by Mr.
Gallagher, and 7,030 shares held in that company's profit sharing trust.
The address of each of the current directors of the Company, G.I. KEG Co.
and the Edac ESOP is the principal business address of the Company. The address
of FMR Corporation is 82 Devonshire Street, Boston, MA 02109.
3
<PAGE>
The above beneficial ownership information is based upon information
furnished by the specified persons and is determined in accordance with SEC Rule
13d-3, as required for purposes of this Information Statement. It is not
necessarily to be construed as an admission of beneficial ownership for other
purposes and includes shares as to which beneficial ownership is disclaimed.
ELECTION OF DIRECTORS
The Company's Bylaws provide for seven directors to be elected at each
Annual Meeting of Shareholders, to hold office until the next succeeding Annual
Meeting, and until their successors are elected. There is currently one vacancy
on the Board and there are no plans to fill that vacancy at this time. The
following table sets forth certain information about each person nominated for
election as a director and each current director:
NOMINEES:
Director
Name (and age) Since Principal Occupation (1)
- -------------- ----- ------------------------
John Di Francesco (69) 1989 Retired business
(2)(3) executive.
William J. Gallagher (66) 1986 President, William J.
(2)(3) Gallagher Company
(furniture wholesaler)
Francis W. Moskey (62) 1989 President and Chief
Operating Officer of the
Company
Gerald C. Smith (48) 1989 Executive Vice President
of the Company
Stephen G.W. Walk (43) 1985 Business consultant
(2)(3)
Robert T. Whitty (57) Chief Executive Officer
of the Company
4
<PAGE>
(1) The principal occupation of each director during the past five years
was that shown in the table, except that: (1) Mr. Di Francesco was
Manager of the General Motors Sandusky, Ohio plant until his
retirement in 1986. During Mr. Di Francesco's retirement he did
consulting work for MPB Corp. of Keene, N.H.(Precision ball and roller
bearing manufacturer); (2) Mr. Moskey was General Manager of the Gros-
Ite division from 1986 until May 1989; (3) Mr. Smith was Sales Manager
of the Gros-Ite division from 1986 until May 1989; (4) Mr. Walk was
President and majority shareholder of Viscom Inter-national, Inc. from
1989 until 1993; (5) Mr. Whitty was Assistant Chief Executive Officer
of the Company for 1994. Previous to 1994, Mr. Whitty was an
operations manager and a purchasing manager for Pratt & Whitney
Aircraft.
(2) Member of the Audit Committee, which held one meeting during 1994. The
Audit Committee meets annually to consider the report and
recommendation of the Company's independent public accountants and is
available for additional meetings upon request of such accountants.
The Audit Committee's functions also include making recommendations to
the Board of Directors regarding the engagement or retention of such
accountants, adoption of accounting methods and procedures, public
disclosures required for compliance with securities laws and other
matters relating to the Company's financial accounting.
(3) Member of the Compensation Committee, which held one meeting during
1994. The Compensation Committee sets the compensation for the
officers of the Company.
The Board of Directors held three meetings during 1994. Each director
attended 75% or more of the total of the meetings of the Board of Directors and
the Committees on which they served.
DIRECTOR'S FEES
The company pays directors who are not officers or employees $1,000 for
each Board meeting attended and $500 for each committee meeting attended.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth summary information with respect to all
compensation, including stock options granted and all cash bonuses and accrued
deferred compensation, incurred by the Company during the last three fiscal
years to or on behalf of the Chief Executive Officer and other senior executive
officers whose total annual salary and bonus during fiscal 1994 exceeded
$100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term All Other(2)
Annual Compensation Compensation Compensation
------------------- ------------ ------------
Awards ($)
------
Other(1) Securities
Annual Underlying
Compen- Options/
Name and Principal Salary Bonus sation SARs
Position (3) Year ($) ($) ($) (#)
- ------------------ ---- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Luzzi 1994 129,258 60,000 13,369 -- 47,707
Chairman of the 1993 160,524 107,000 15,186 -- 51,143
Board and Chief 1992 155,226 135,000 8,125 -- 53,909
Executive Officer
Robert T. Whitty 1994 36,650 60,000 22,924 100,000 24,508
Assistant Chief 1993 -- -- -- -- --
Executive Officer 1992 -- -- -- -- --
Francis W. Moskey 1994 89,280 37,000 14,353 -- 28,151
President & Chief 1993 93,600 61,000 16,671 -- 30,408
Operating Officer 1992 95,325 70,000 11,792 -- 38,116
Gerald C. Smith 1994 83,748 5,000 1,524 -- 8,606
Executive Vice 1993 87,800 29,000 1,738 -- 7,782
President 1992 89,489 28,000 1,471 -- 12,383
</TABLE>
(1) Reflects amounts reimbursed for payment of taxes.
(2) Includes amounts paid for life insurance and defined contribution plan
contributions of $21,756 and $3,051 for Mr. Luzzi, $24,100 and $408 for Mr.
Whitty, $25,665 and $2,486 for Mr. Moskey and $6,944 and $1,662 for Mr. Smith.
The amount for Mr. Luzzi also includes $22,900 accrued to Mr. Luzzi for
retirement.
(3) On February 28, 1995, Mr. Whitty became Chief Executive Officer and Mr.
Luzzi retired as Chief Executive Officer and is now a consultant to the Company.
6
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Percent
of Total Potential
Options Realizable Value
/SARs at Assumed Annual
Number of Granted Market Rates of Stock
Securities to Exer- Price Price Appreciation
underlying Employ- cise or on For Option Term
option/SARs ees in Base Date of Expir- ------------------
Granted Fiscal Price Grant ation 5% 10% 0%
Name # Year ($/Sh) ($/Sh) Date ($) ($) ($)
- ---------------- ----------- ------- -------- ------- -------- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert T. Whitty 100,000 100 .5625 1.375 1/1/01 137,226 211,699 81,250
</TABLE>
The following table shows stock options exercised for the named executive
officers during the 1994 fiscal year:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Robert P. Luzzi 16,000 6,088 13,000 3,250
- -
Robert T. Whitty - - 25,000 6,250
75,000 18,750
Francis W. Moskey - - 25,000 6,250
- -
Gerald C. Smith - - 6,667 1,667
- -
</TABLE>
7
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
The Compensation Committee has implemented compensation policies which
seek to enhance the financial performance of the Company. Annual salaries have
been set at what the Committee believes are at or below market levels so that
annual bonuses and longer term compensation will be highly motivational to the
officers. Market levels were determined based upon available studies, the
Directors' personal experiences and the experience levels and longevity of
such officers. Bonuses and long term compensation are based on the
Compensation Committee's assessment of corporate and individual performance
and are determined at the end of the year.
For 1994, the Compensation Committee determined the compensation of the
Chief Executive Officer and Assistant Chief Executive Officer based on the
following:
The sales of the Company for 1994 were down from 1993 due principally to
the loss of the Company's largest medical customer ($5,660,000). Sales were
also down in aerospace ($766,000) and specialty machines ($688,000). Profits
also dropped to $72,000 in 1994 from $741,000 in 1993.
However, the Company started several major initiatives in 1994.
. With airframe manufacturers demanding larger jet engines, the
Company initiated a major program to acquire many large machines
capable of producing the larger jet engine parts. This effort has
already paid off with orders for large parts from several new
aerospace customers. This program will continue through 1995 with
several additional machines on order. To facilitate the larger
machinery, an additional building was planned and should be
completed in the fall of 1995. Management believes that the larger
machining will become a significant part of the Company's business.
. The Company also took major steps to upgrade its design capabilities
by adding several new graphic and computer-aided design systems in
order to service a more diverse customer base.
Financing for the above initiatives was secured from the Company's lead
bank.
The Company also accomplished the following:
. Although the Company experienced a dramatic decrease in sales (24%),
the Company remained profitable for 1994
8
<PAGE>
through its aggressive cost containment. Cost containment measures
mentioned in this report last year, including the cessation of
benefit accruals to the pension plan and reduction in employment
levels, continued through 1994. Additionally, salaries were reduced
for the third and fourth quarters of 1994.
. The Company's largest aerospace customer awarded Edac the status of
"preferred" supplier. This means that the Company survived several
years of this customer's vendor reduction programs and has been
selected to go forward. This was earned due to the Company's
consistent quality, commitment to servicing its customers, and
commitment to invest in the Company's own future.
The Compensation Committee believes that the bonuses paid and options
awarded to the Chief Executive Officer and Assistant Chief Executive Officer
were reasonably tied to their roles in the above mentioned initiatives and
accomplishments and that the discretionary bonus program applicable to the
Chief Executive Officer (and the other named executive officers) provides
sufficient incentive to achieve improved results and promotes an identity of
interest between management and shareholders.
Compensation Committee Members
John DiFrancesco
William J. Gallagher
Stephen G.W. Walk
9
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on Edac's common stock against the
CRSP Total Return Index for The Nasdaq Stock Market (US Companies) and the
CRSP Total Return Index for Nasdaq Transportation Stocks.
Comparison of Five-Year Cumulative Total Return
Edac Common, CRSP Total Return Index for The Nasdaq Stock Market
and CRSP Total Return Index for Nasdaq Transportation Stocks
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
EDAC NASDAQ
Measurement period Technologies NASDAQ (US) Transportation
(Fiscal Year Covered) Index Index Index
- --------------------- ------------ ----------- --------------
<S> <C> <C> <C>
1989 $100.000 $100.000 $100.000
1990 $132.010 $ 84.918 $ 77.657
1991 $112.036 $136.277 $112.891
1992 $384.123 $158.579 $138.151
1993 $176.056 $180.933 $167.842
1994 $104.033 $176.916 $152.198
</TABLE>
10
<PAGE>
EMPLOYMENT AGREEMENTS
Pursuant to an employment agreement with the Company, Mr. Whitty is
entitled to a minimum annual salary of $100,000 plus a bonus determined by the
Board of Directors through December 31, 1996. Upon expiration of his active
employment, Mr. Whitty will consult for the Company for one half of his final
year's salary for a period of two years.
Pursuant to an agreement with the Company, Mr. Luzzi will consult for the
Company for an annual compensation of $84,000 starting January 1, 1995 for a
period of three years.
PENSION PLAN
The table below sets forth the estimated annual benefits under the
Company's pension plan for specified compensation and years of service. The
annual amounts stated are for a life annuity providing the specified annual
benefits for 120 months certain.
<TABLE>
<CAPTION>
Final Average Years of Service
Remuneration 10 15 20 25 30
------------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
60,000 8,550 12,825 17,100 21,375 25,650
90,000 13,050 19,575 26,100 30,000 30,000
120,000 17,550 26,325 30,000 30,000 30,000
150,000 22,050 30,000 30,000 30,000 30,000
180,000 26,550 30,000 30,000 30,000 30,000
</TABLE>
Final average remuneration is calculated as the average of the highest
paid five consecutive years prior to retirement or separation from service.
The covered compensation includes base salary, but excludes bonuses.
The credited years of service for Messrs. Luzzi, Moskey and Smith are 30,
30 and 27, respectively.
SHAREHOLDER PROPOSALS
Shareholders proposals must be received by the Company no later than
December 8, 1995, in order to be considered for inclusion in next year's
Annual Meeting Proxy (or Information) Statement.
AUDIT MATTERS
Representatives of Arthur Andersen LLP, the Company's independent public
accountants, will be present at the shareholders' meeting to respond to
questions and to make a statement, if they so desire. As of the date of this
Information Statement, the Company had not yet selected its auditors for 1995,
but presently expects to appoint Arthur Andersen LLP.
11
<PAGE>
OTHER MATTERS
At the date of this Information Statement the Company has not been
informed and is not aware that any other matters will be brought before the
meeting.
EDAC TECHNOLOGIES CORPORATION
/s/ Glenn L. Purple
--------------------
Glenn L. Purple
Secretary
Farmington, Connecticut
April 28, 1995
12
