<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
EDAC TECHNOLOGIES CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
EDAC TECHNOLOGIES CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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)(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 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:
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<PAGE> 2
EDAC TECHNOLOGIES CORPORATION
1806 New Britain Avenue
Farmington, CT 06032
(860) 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 19, 1998, at 10:00 a.m. Eastern Daylight Time
for the following purposes:
(1) to elect eight directors; and
(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 3, 1998 are
entitled to receive notice of and to vote at the meeting. All shareholders
are cordially invited to attend the meeting in person. Shareholders who are
unable to be present in person are requested to execute and return promptly
the enclosed proxy, which is solicited by the Board of Directors of the
Company.
Persons attending the annual meeting are cordially invited to join a
tour of the Company's facilities immediately following the meeting. If you
plan to attend the tour please fill out and mail the enclosed reply card.
A copy of the 1997 Annual Report to Shareholders and a Proxy Statement
accompany this Notice.
EDAC TECHNOLOGIES CORPORATION
/s/ Ronald G. Popolizio
Ronald G. Popolizio
Secretary
Farmington, Connecticut
April 20, 1998
<PAGE> 3
EDAC TECHNOLOGIES CORPORATION
1806 New Britain Avenue
Farmington, CT 06032
(860) 677-2603
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
ON MAY 19, 1998
SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of EDAC Technologies Corporation (the
"Company") to be voted at the Annual Meeting of Shareholders to be held at the
Farmington Country Club, 806 Farmington Avenue, Farmington, Connecticut, on May
19, 1998 at 10:00 a.m. Eastern Daylight Time, and at any adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting. The
mailing to shareholders of this Proxy Statement and accompanying form of proxy
will take place on or about April 20, 1998.
If the enclosed form of proxy is executed and returned, it nevertheless
may be revoked at any time before it has been voted by a later dated proxy or a
vote in person at the Annual Meeting. Shares represented by properly executed
proxies received on behalf of the Company will be voted at the Annual Meeting
(unless revoked prior to their vote) in the manner specified therein. If no
instructions are specified in a signed proxy returned to the Company, the
shares represented thereby will be voted in FAVOR of the election of the
directors listed in the enclosed proxy.
Each shareholder of record at the close of business on April 3, 1998 is
entitled to one vote for each share of common stock registered in such
shareholder's name in regard to each proposal put to shareholders at the
meeting. On that date, there were 3,834,550 shares of common stock outstanding,
the Company's only class of stock outstanding. Assuming a quorum is present,
the directors to be elected to the Board are elected by plurality, meaning the
eight directors receiving the most votes will be elected. All other matters
which are properly brought before the meeting will be approved upon the
affirmative vote of a majority of the shares represented and voted at the
meeting. Accordingly, abstentions and broker non-votes will have no effect. The
Company knows of no other matter which will be brought before the meeting other
than the election of directors.
The expense of printing and mailing the Notice and Proxy Statement,
including forwarding expense to beneficial owners of common stock held in the
name of another, will be borne by the Company.
1
<PAGE> 4
ELECTION OF DIRECTORS
The Company's Bylaws provide for at least five and no more than nine
directors to be elected at each Annual Meeting of Shareholders, to hold office
until the next succeeding Annual Meeting and until their successors are duly
elected. In accordance with the Bylaws, the Company has set the number of
directors for the 1998 fiscal year at eight. 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 DiFrancesco (72) 1989 Chairman of the Company
(2)(3)
William J. Gallagher (70) 1986 President, William J.
(2)(3) Gallagher Company
(furniture wholesaler)
Robert J. Gilchrist (52) 1998 Managing Director, Horton
International, Inc.
(management consulting &
executive search firm)
Edward J. McNerney (53) 1997 Chief Executive Officer
(4) of the Company
Lee Morris (53) 1997 Chairman and Chief Executive
(3)(4) Officer of The Robert E.
Morris Company (distributor of
machine tools)
Francis W. Moskey (66) 1989 Vice-President of the
Company
Arnold J. Sargis (62) 1997 President, A.J. Sargis and
(2)(4) Associates (consulting firm)
Stephen G.W. Walk (46) 1985 President and principal
(3)(4) shareholder, Blanche P. Field
(custom lamp and lampshade manufacturer)
(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 Sandusky, Ohio, General Motors 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.
2
<PAGE> 5
Gilchrist was General Manager at Ensign-Bickford Industries (diversified
manufacturing company with principal operations in blast initiation for the
aerospace and mining industries) until 1995;(3) Mr. McNerney was North
America Manufacturing Manager for Torrington Bearing, an Ingersoll Rand
Company, from 1994 to 1996. Prior to that he was President and Chief
Operating Officer of MRMC, Inc., a Rostra holding company; (4) Mr. Sargis
was Continuous Improvement Manager at Wiremold Corporation (electrical wire
management manufacturer) until 1995; (5) Mr. Walk was President and
majority shareholder of Viscom International, Inc. (marine equipment
importer) from 1989 until 1993;
(2) Member of the Audit Committee, which held one meeting during 1997. 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 two meetings during 1997.
The Compensation Committee sets the compensation for the executive officers
of the Company.
(4) Member of the Strategic Planning Committee which reviews the Company's
strategic direction and makes recommendations to the Board of Directors.
This committee was formed in May 1997 and met once in 1997.
The Board of Directors held seven meetings during 1997, three of which
were telephonic. No director attended fewer than 75% of the total number of
meetings of the Board of Directors and each Committee on which he served.
DIRECTOR'S FEES
In 1997 the Company paid directors who are not employees of the Company
a $10,000 annual retainer and $1,000 for each non-telephonic Board of Directors
or Committee meeting attended. In April 1997, to more closely align the
interests of the directors and the Company's shareholders, all then-serving,
non-employee directors of the Company were granted options to purchase up to
25,000 shares of the Company's common stock at an exercise price of $2.25 per
share, which was the fair market value of the stock on the date of grant. In
November 1997, Messrs. Gallagher, Morris, Sargis and Walk were granted options
to purchase 10,000 shares and Mr. DiFrancesco was granted options to purchase
15,000 shares of the Company's common stock at an exercise price of $6.50 per
share, which was the fair market value of the stock on the date of the grant.
Mr. Gilchrist was granted options to
3
<PAGE> 6
purchase 10,000 shares in February 1998 at an exercise price of $8.50 per
share, which was the fair market value of the stock on the date of grant.
Mr. DiFrancesco was awarded a bonus of $50,000 as Chairman of the Board.
EXECUTIVE OFFICERS
The following table lists the names, ages and offices held by each
executive officer of the Company:
<TABLE>
<CAPTION>
Name Age Office
---- --- ------
<S> <C> <C>
Edward J. McNerney 53 President and Chief Executive
Officer
Francis W. Moskey 66 Vice-President
Ronald G. Popolizio 39 Vice President, CFO & Secretary
</TABLE>
Mr. McNerney became President and Chief Executive Officer of the
Company on January 1, 1997.
Mr. Moskey joined the Company in 1951. He steadily rose through
management, becoming President in May 1989. On January 1, 1997, he became Vice
President.
Mr. Popolizio joined the Company in February 1997 as Vice President,
Chief Financial Officer and Secretary.
Officers are elected annually by and serve at the discretion of the
Board of Directors.
4
<PAGE> 7
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 of the Company whose total annual salary and bonus during fiscal 1997
exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term All Other
Annual Compensation Compensation Compensation
------------------- ------------ ------------
Awards ($) (2)
------
Other Securities
Annual Underlying
Compen- Options/
Name and Principal Salary Bonus sation SARs
Position Year ($) ($) ($)(1) (#)
- -------------------- ---- ------ ----- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Edward J. McNerney 1997 168,174 135,000 79,918 15,000 32,526
Chief Executive 1996 31,781 -- 32,087 100,000 7,500
Officer (3) 1995 -- -- -- -- --
Ronald G. Popolizio 1997 92,788 48,000 -- 15,000 --
Vice President, 1996 -- -- -- -- --
CFO and Secretary 1995 -- -- -- -- --
Francis W. Moskey 1997 112,431 20,600 -- -- 18,455
Vice President 1996 93,240 -- 14,466 -- 29,336
1995 93,240 -- 14,396 -- 28,121
</TABLE>
(1) Reflects amounts reimbursed for payment of taxes due on life insurance
payments. The amount for Mr. McNerney also includes $32,800 paid for relocation
expenses in 1997 and a $50,000 signing bonus (1/2 paid in 1997 and 1/2 paid in
1996) for joining the Company.
(2) For Mr. McNerney represents life insurance premium payments of $7,500 for
1997 and 1996 and $25,026 of payments to defined contribution plans for 1997.
For Mr. Moskey represents life insurance premium payments of $25,001 in 1996 and
1995 and payments to defined contribution plans of $18,455, $4,335 and $3,120
for 1997, 1996 and 1995, respectively.
(3) On January 1, 1997, Mr. McNerney became Chief Executive Officer.
Former Chief Executive Officer, Mr. Robert Whitty, received $125,000 in 1997
pursuant to a severance agreement.
5
<PAGE> 8
The following table reflects all stock options granted to the Named
Executive Officers of the Company during the 1997 fiscal year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Percent(1)
of Total Potential
Options Realizable Value
/SARs at Assumed Annual
Number of Granted Rates of Stock
Securities to Exer- Price Appreciation
underlying Employ- cise or For Option Term
option/SARs ees in Base Expir- --------------------
Granted Fiscal Price ation 5% 10%
Name (#) Year ($/Sh) Date ($) ($)
- ---------------- ------- ------ ----- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Edward J. McNerney 15,000 8% $ 6.50 11/16/07 $61,317 $155,390
Ronald G. Popolizio 5,000 3% 1.813 2/9/02 2,504 5,534
10,000 5% 6.50 11/16/07 43,383 109,128
</TABLE>
Mr. McNerney's options become exercisable on May 17, 1998. Mr. Popolizio
has 5,000 options that are currently exercisable and 10,000 that become
exercisable on May 17, 1998.
(1) The percentage is based on options granted to employees and directors.
Options for 130,000 shares were granted to directors and options for 47,000
shares were granted to employees during the 1997 fiscal year.
The following table reflects stock options exercised by the Named Executive
Officers during the 1997 fiscal year:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Edward J. McNerney - - 40,000/ $310,000/
85,000 498,750
Ronald G. Popolizio - - 5,000/ 34,685/
10,000 6,250
</TABLE>
6
<PAGE> 9
PENSION PLAN
Mr. Moskey has accrued pension benefits under the Company's defined
benefit plan that was frozen on April 1, 1993. Benefits are based on the five
highest years of compensation, excluding bonus, prior to April 1, 1993 and
credited years of service prior to April 1, 1993. Mr. Moskey's annual benefit
payable at age 65 is $30,000.
EMPLOYMENT AGREEMENTS
Pursuant to an employment agreement with the Company, Mr. McNerney is
entitled to a minimum annual salary of $165,000 plus an annual incentive bonus
determined by the Board of Directors with a guaranteed one time minimum bonus of
$30,000 payable in January 1998. Mr. McNerney also received a one time signing
bonus of $50,000 payable in $25,000 installments on October 14, 1996 and July 1,
1997. The agreement provided for the grant on October 14, 1996 of options to
purchase 100,000 shares of the Company's common stock at an exercise price of
$1.00 per share which was the fair market value of the underlying common stock
on the date of grant. The options are exercisable in annual installments
beginning in 1997 of 40%, 30% and 30%. The agreement also provides for a
relocation allowance to cover closing and moving costs. In addition, upon
termination of employment for any reason other than cause, or upon involuntary
termination of employment due to a change in ownership of the Company, Mr.
McNerney will receive severance equal to one year of base compensation. In the
event of a change in ownership, previously granted stock options also become
immediately exercisable.
Pursuant to an employment agreement with the Company, Mr. Popolizio is
entitled to an annual salary of $100,000 plus a minimum bonus for 1997 of
$15,000. In addition, the agreement provides for the annual grant of options to
purchase 5,000 shares of the Company's common stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of the Company's outside directors.
Accordingly, during the fiscal year, the Compensation Committee consisted of
Mssrs. DiFrancesco, Gallagher, Morris and Walk. Mr. DiFrancesco, upon becoming
an employee of the Company, resigned as a member of the Compensation Committee
in March 1996. Upon completion of his employment contract on December 31, 1996,
Mr. DiFranceso was again appointed to serve on the Compensation Committee. The
Company purchased $1,445,964 of machinery and equipment in 1997 and proposes to
purchase at least $2,370,000 of machinery and equipment during 1998 from The
Robert E. Morris Company. Mr. Lee Morris, who is a director of the Company and a
member of the Compensation Committee and the Strategic Planning Committee, is
Chairman and Chief Executive Officer and majority owner of the Robert E. Morris
Company.
<PAGE> 10
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
As was reported in the 1997 Proxy Statement, the Compensation Committee
of the Board of Directors initiated compensation policies to enhance the
financial performance of the Company. The Compensation Committee and the entire
Board strongly believes that the shareholders' best interests are served by a
motivated workforce that shares in the rewards of achieving objectives that are
defined and improve shareholder value.
With the assistance of a compensation consultant, the Committee
formulated an incentive plan to include all employees. The Board of Directors
approved the plan late in 1996 and this basic plan was used to determine 1997
bonuses.
The Committee met in early 1997 to review the operating plan (budget)
developed by management. Management presented a very aggressive budget and this
instrument was used to measure the financial performance of the management
group.
Actual profit performance exceeded the approved plan by over 70% which
resulted in the awarding of the bonuses outlined under "executive compensation".
Other factors which influenced the bonus paid to Mr. McNerney were: the
comprehensive refurbishing of the Company's two older buildings, his
professional approach to succession planning, the Company's greatly improved
customer satisfaction and the Company's successful implementation of
contemporary manufacturing techniques.
Compensation Committee Members
John J. DiFrancesco
William J. Gallagher
Lee Morris
Stephen G.W. Walk
8
<PAGE> 11
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following performance graph compares the five year cumulative return
from investing $100 on December 31, 1992 in the Company's common shares to the
Total Return Index for The Nasdaq Stock Market (US Companies) and the Total
Return Index for Nasdaq Trucking and Transportation Stocks.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN OF
EDAC COMMON STOCK, TOTAL RETURN INDEX FOR THE NASDAQ STOCK MARKET
AND TOTAL RETURN INDEX FOR NASDAQ TRUCKING AND TRANSPORTATION STOCKS
DATA FOR GRAPH IN INFORMATION STATEMENT TO SHAREHOLDERS
1998
<TABLE>
<CAPTION>
NASDAQ
NASDAQ (US) TRANSPORTATION EDAC TECHNOLOGIES
YEAR TABLE INDEX TABLE INDEX BID PRICE INDEX
<S> <C> <C> <C> <C> <C> <C>
1992 217.864 100.000 170.617 100.000 3.000 100.000
1993 250.093 114.793 207.285 121.491 1.375 45.833
1994 244.462 112.209 187.962 110.166 0.813 27.100
1995 345.715 158.684 219.183 128.465 1.250 41.667
1996 425.258 195.194 241.889 141.773 2.000 66.667
1997 522.072 239.632 311.472 182.556 8.750 291.667
</TABLE>
9
<PAGE> 12
PRINCIPAL SECURITY HOLDERS AND
SECURITY HOLDINGS OF MANAGEMENT
The following table reflects the beneficial ownership of the outstanding
common stock of the Company as of March 23, 1998, by each person known to the
Company to own beneficially more than 5% of such stock outstanding, each
director and nominee, each Named Executive Officer and all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Number of Shares
and Nature of Percent
Beneficial of
Name Ownership (1) Class
- ---- ------------- -----
<S> <C> <C>
EDAC Technologies Corporation
Employee Stock Ownership Plan
and Trust (2) 856,244 22.3%
John J. DiFrancesco (3) 72,770 1.9%
William J. Gallagher (3)(4) 187,060 4.8%
Robert J. Gilchrist 3,819 0.1%
Edward J. McNerney (2) 916,917 23.6%
Lee Morris 21,845 0.6%
John Moses 372,000 9.7%
Francis W. Moskey (2) 934,010 24.4%
Ronald G. Popolizio (2) 881,031 22.9%
Glenn L. Purple (2)(3) 890,679 23.2%
Arnold Sargis 23,586 0.6%
Gerald C. Smith 243,204 6.3%
Stephen G.W. Walk (3) 52,000 1.3%
All Directors and Executive
Officers as a group
(9 persons) (2)(3) 1,389,050 34.2%
</TABLE>
(1) Except as otherwise indicated, the specified persons have sole voting and
investment power as to all the shares indicated.
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<PAGE> 13
(2) The number of shares includes 856,244 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 ESOP are as follows:
Edward J. McNerney Ronald G. Popolizio
Francis W. Moskey Glenn L. Purple
(3) The number of shares shown includes the following shares which may be
acquired by exercise of options: 55,000 as to Mr. McNerney; 47,000 each as
to Messrs. DiFrancesco, Gallagher and Walk; 15,000 as to Mr. Popolizio;
10,000 each as to Messrs. Morris and Sargis; 2,325 as to Mr. Purple; and
231,000 as to all executive officers and directors as a group.
(4) 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 and
the EDAC ESOP is the principal business address of the Company.
The address of Mr. Moses is 3616 North Albemarle Street,
Arlington, VA 22207.
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 Proxy Statement. It is not necessarily
to be construed as an admission of beneficial ownership for other purposes and
may include shares as to which beneficial ownership is disclaimed.
SHAREHOLDER PROPOSALS
Shareholders proposals must be received by the Company no later than
December 20, 1998, in order to be considered for inclusion in next year's Annual
Meeting Proxy.
AUDIT MATTERS
Representatives of Arthur Andersen LLP, the Company's independent public
accountants, will be present at the annual meeting to respond to questions and
to make a statement, if they so desire. As of the date of this Proxy Statement,
the Company has not yet selected its auditors for 1998, but presently expects to
appoint Arthur Andersen LLP.
11
<PAGE> 14
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Messrs. DiFrancesco, Gallagher, Morris and Sargis each reported one
purchase late on Form 4. Mr. McNerney reported one purchase and one stock option
grant late on Form 4. Mr. Walk reported three transactions late on a Form 4 and
two stock option grants late on a Form 5. Messrs. McNerney, Morris, Popolizio
and Sargis each filed a late Form 3.
EDAC TECHNOLOGIES CORPORATION
/s/ Ronald G. Popolizio
Ronald G. Popolizio
Secretary
Farmington, Connecticut
April 20, 1998
12
<PAGE> 15
EDAC TECHNOLOGIES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - MAY 19, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Ronald G. Popolizio and Daniel J. Brink the proxies
(with full substitution) of the undersigned to attend the annual meeting of
shareholders of Edac Technologies Corporation (the "Company") to be held on
May 19, 1998 at 10:00 a.m. Eastern Daylight Time, at the Farmington Country
Club, 806 Farmington Avenue, Farmington, Connecticut and any adjournment
thereof and to vote all shares of stock of the Company held by the undersigned
on April 3, 1998, as specified below and on any other matters that may
properly come before said meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY APPOINTMENT WILL
BE VOTED FOR ITEM 1.
- DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED -
<TABLE>
<S><C>
___ ____
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EDAC TECHNOLOGIES CORPORATION 1998 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR ITEM 1
1. ELECTION OF DIRECTORS: 1 - John J. DiFrancesco 2 - William J. Gallagher 3 - Robert J. Gilchrist / / FOR all nominees
4 - Edward J. McNerney 5 - Lee Morris 6 - Francis W. Moskey listed to the left
7 - Arnold J. Sargis 8 - Stephen G.W. Walk (except as specified
below).
/ / WITHHOLD AUTHORITY
to vote for all
nominees listed to
the left.
_________________________
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) --------> |_________________________|
OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
Check appropriate box Date ___________________________________________ NO. OF SHARES
indicate changes below:
Address Change? / / Name Change? / / _________________________
| |
| |
|_________________________|
Signature(s) in Box
Please sign exactly as your
name appears on this Proxy.
When shares are held by
joint tenants, both should
sign. When signing as
attorney, executor,
administrator, trustee
or guardian,
please give full title as
such If a corporation,
please sign in full
corporate name by
President or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.
</TABLE>
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