<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 23, 1996, 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 19, 1996 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 26, 1996
<PAGE>
April 26, 1996
EDAC TECHNOLOGIES CORPORATION
1790 New Britain Avenue
Farmington, CT 06032
(203) 677-2603
INFORMATION STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
ON MAY 23, 1996
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 23, 1996 at 9:00 a.m.
Each shareholder of record at the close of business on April 19, 1996 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 3,662,040 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 April 30, 1996.
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 19, 1996, 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 235,000 6.4%
G.I. KEG CO. (3) 986,272 26.9%
Edac Technologies Corporation
Employee Stock Ownership Plan
and Trust (4) 964,889 26.3%
John DiFrancesco (2) 20,667 0.6%
William J. Gallagher (2)(5) 146,757 4.0%
Robert P. Luzzi (3) 1,007,465 27.5%
Francis W. Moskey (2)(3)(4) 2,006,359 54.4%
Glenn L. Purple (3)(4) 1,951,718 53.3%
Gerald C. Smith (3)(4) 1,951,161 53.3%
Stephen G.W. Walk (2) 26,667 0.7%
Robert T. Whitty (2)(4) 1,039,889 27.8%
William Wiggins (3)(4) 1,951,161 53.3%
All Directors and Officers 2,319,674 60.5%
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: 25,000 as to Mr. Moskey; 26,667 each as
to Messrs. Gallagher and Walk; 11,667 as to Mr. DiFrancesco; 75,000 as to
Mr. Whitty; and 173,501 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 Francis W. Moskey
William A. Edgar Glenn L. Purple
Joseph Hopkins Gerald C. Smith
Robert T. Larese Emanuel Stefanakis
Joseph P. Lebel Robert T. Whitty
Robert P. Luzzi William Wiggins
Robert M. Madey
(4) The number of shares includes 964,889 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.
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.
3
<PAGE>
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:
<TABLE>
<CAPTION>
Director
Name (and age) Since Principal Occupation (1)
- -------------- ----- ------------------------
<S> <C> <C>
John DiFrancesco (70) 1989 Chairman of the Company
(2)
William J. Gallagher (68) 1986 President, William J.
(2)(3) Gallagher Company
(furniture wholesaler)
Francis W. Moskey (63) 1989 President and Chief
Operating Officer of the
Company
Gerald C. Smith (49) 1989 Executive Vice President
of the Company
Stephen G.W. Walk (44) 1985 Business consultant
(2)(3)
Robert T. Whitty (58) 1995 Chief Executive Officer
of the Company
</TABLE>
4
<PAGE>
(1) The principal occupation of each director during the past five years
was that shown in the table, except that: (1) Mr. DiFrancesco was
Manager of the General Motors Sandusky, Ohio plant until his
retirement in 1986. During Mr. DiFrancesco'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 International, 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 1995. 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
1995. The Compensation Committee sets the compensation for the
officers of the Company.
The Board of Directors held four meetings during 1995. 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 1995 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 T. Whitty 1995 99,669 -- 10,120 -- 16,430
Chief Executive 1994 36,650 60,000 22,924 100,000 24,508
Officer 1993 -- -- -- -- --
</TABLE>
(1) Reflects amounts reimbursed for payment of taxes.
(2) Includes amounts paid for life insurance and defined contribution plan
contributions of $12,427 and $4,003 respectively.
(3) On February 28, 1995, Mr. Whitty became Chief Executive Officer.
The following table shows stock options exercised for the named executive
officers during the 1995 fiscal year:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Robert T. Whitty - - 50,000 34,375
50,000 34,375
</TABLE>
6
<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 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 1995, the Compensation Committee determined the compensation of the
Chief Executive Officer based on the following:
Although sales of the Company for 1995 were up from 1994 by $2,325,000
profits dropped to a loss of $(1,083,219).
The Chief Executive, Mr. Whitty, received salary in 1995 of $99,669. This
amount is slightly less than the salary paid to the former Chief Executive
Officer in 1994 of $129,258. Mr. Whitty was paid $36,650 salary in 1994 because
he was Assistant Chief Executive Officer and worked a partial year.
The Compensation Committee decided not to pay any bonuses in 1995 given the
financial results of the Company for the year. The Committee intends to resume
paying bonuses at the end of 1996 if there is a substantial improvement in the
financial performance of the Company.
The Compensation Committee believes 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
William J. Gallagher
Stephen G.W. Walk
7
<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
[LINE GRAPH APPEARS HERE]
YEAR ENDED DECEMBER 31
-------------------------------------------------------------
NASDAQ US COMPANIES NASDAQ TRANSPORTATI EDAC
-------------------------------------------------------------
DATA FOR GRAPH IN INFORMATION STATEMENT TO SHAREHOLDERS MAY 1996
<TABLE>
<CAPTION>
NASDAQ EDAC
YEAR NASDAQ (US) TRANSPORTATION TECHNOLOGIES
INDEX INDEX INDEX
- ----------------------------------------------------------
<S> <C> <C> <C>
1990 100.000 100.000 100.000
1991 160.564 145.372 84.869
1992 186.866 177.899 290.980
1993 214.511 216.132 133.366
1994 209.686 188.134 78.807
1995 296.304 223.177 121.242
</TABLE>
8
<PAGE>
EMPLOYMENT AGREEMENTS
Pursuant to an employment agreement with the Company, Mr. Whitty is
entitled to a minimum annual salary of $125,000 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.
SHAREHOLDER PROPOSALS
Shareholders proposals must be received by the Company no later than
December 6, 1996, 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 1996,
but presently expects to appoint Arthur Andersen LLP.
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 26, 1996
9
<PAGE>
EDAC TECHNOLOGIES CORPORATION
1790 New Britain Avenue, Farmington, CT 06032
10
