<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)
- --------------------------------------------------------------------------------
(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)(1) 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:
- --------------------------------------------------------------------------------
<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 18, 1999, at 10:00 a.m. Eastern Daylight Time for the
following purposes:
(1) to elect eight directors; and
(2) to ratify the appointment of Arthur Andersen LLP as auditors of the
Company for its fiscal year ending January 1, 2000; and
(3) 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 5, 1999 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.
A copy of the 1998 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 21, 1999
<PAGE> 3
EDAC TECHNOLOGIES CORPORATION
1806 New Britain Avenue
Farmington, CT 06032
(860) 677-2603
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
ON MAY 18, 1999
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
18, 1999 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 21, 1999.
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, in FAVOR of the ratification of auditors and in the discretion
of the proxies for other matters properly brought before the meeting.
Each shareholder of record at the close of business on April 5, 1999 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 4,269,080 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. Although not required by
law, the Company is seeking shareholder approval to ratify the appointment of
Arthur Andersen LLP as the Company's independent auditors for the 1999 fiscal
year. If shareholders do not ratify such appointment, the Company will
reevaluate its appointment. The Company knows of no other matter which will be
brought before the meeting other than the election of directors and ratification
of auditors.
1
<PAGE> 4
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.
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 1999 fiscal year at eight. The following table sets forth
certain information about each person nominated for election as a director, all
of which are current directors of the Company:
NOMINEES:
Director
Name (and age) Since Principal Occupation (1)
- -------------- ----- ------------------------
James Biondi (61) 1998 Retired business executive
(2)
John DiFrancesco (73) 1989 Chairman of the Company
(3)(4)
William J. Gallagher (71) 1986 President, William J.
(2)(3) Gallagher Company
(furniture wholesaler)
Robert J. Gilchrist (53) 1998 Managing Director, Horton
(3)(4) International, Inc.
(management consulting &
executive search firm)
Edward J. McNerney (54) 1997 Chief Executive Officer
of the Company
Lee Morris (54) 1997 Chairman and Chief Executive
(3)(4) Officer of The Robert E.
Morris Company (distributor of
machine tools)
Arnold J. Sargis (63) 1997 President, A.J. Sargis and
(2)(4) Associates (consulting firm)
Stephen G.W. Walk (47) 1985 President and principal
(2)(4) shareholder, Blanche P. Field,
LLC (custom lamp and lampshade
manufacturer)
2
<PAGE> 5
(1) The principal occupation of each director during the past five years
was that shown in the table, except that: (1) Mr. Biondi was President
and Chairman of Apex Machine Tool Company, Inc. (2) 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);(3) Mr. 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;(4) 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; (5) Mr. Sargis was Continuous
Improvement Manager at Wiremold Corporation (electrical wire management
manufacturer) until 1995; (6) 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 1998. 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 four meetings during
1998. The Compensation Committee sets the compensation for the
executive officers of the Company.
(4) Member of the Strategic Planning Committee which held one meeting
during 1998. The Strategic Planning Committee reviews the Company's
strategic direction and makes recommendations to the Board of
Directors.
The Company does not have a nominating committee.
The Board of Directors held four meetings during 1998. 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 1998 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 November 1998, to more closely align the
interests of the directors and the Company's
3
<PAGE> 6
shareholders, all then-serving, non-employee directors of the Company were
granted options to purchase up to 5,000 shares of the Company's common stock at
an exercise price of $5.50 per share, which was the fair market value of the
stock on the date of grant. Because in November 1997 all then-serving,
non-employee directors of the Company were granted options to purchase 11,000
shares of the Company's common stock, Mr. Gilchrist, upon appointment as a
director in February 1998, was granted options to purchase 11,000 shares of the
Company's common stock at an exercise price of $7.73 per share, which was the
fair market value of the stock on the date of the grant(adjusted for the 10%
stock dividend).
The Board of Directors recommends that shareholders vote FOR all of the
nominees.
EXECUTIVE OFFICERS
The following table lists the names, ages and offices held by each
executive officer of the Company:
Name Age Office
---- --- ------
Edward J. McNerney 54 President and Chief Executive
Officer
Ronald G. Popolizio 40 Executive Vice President,
CFO & Secretary
Mr. McNerney became President and Chief Executive Officer of the
Company on January 1, 1997.
Mr. Popolizio joined the Company in February 1997 as Vice President,
Chief Financial Officer and Secretary. He became Executive Vice President in
June 1998. From 1994 until joining the Company, Mr. Popolizio was the controller
for The Connecticut Spring and Stamping Corporation. Prior to 1994 he was Chief
Financial Officer with MRMC, Inc., a Rostra holding company.
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 the
annual and long-term compensation for each of the last three fiscal years for
the Company's Chief Executive Officer and the only other senior executive
officer of the Company whose total annual salary and bonus during fiscal 1998
exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term All Other
Annual Compensation Compensation Compensation
------------------- ------------ ------------
Awards
------
Other Securities
Annual Underlying
Compen- Options/
Name and Principal Salary Bonus sation SARs
Position Year ($) ($) ($)(1) (#) ($) (2)
- ----------------- ---- ------ ----- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Edward J. McNerney 1998 195,000 135,000 6,274 61,000 23,607
Chief Executive 1997 168,174 135,000 79,918 15,000 32,526
Officer (3) 1996 31,781 - 32,087 100,000 7,500
Ronald G. Popolizio 1998 137,500 65,000 - 25,000 16,107
Executive Vice 1997 92,788 48,000 - 15,000 9,179
President CFO 1996 - - - - -
and Secretary
</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
1998, 1997 and 1996 and $16,107 and $25,026 of payments to defined contribution
plans for 1998 and 1997, respectively. For Mr. Popolizio represents payments to
defined contribution plans.
(3) On January 1, 1997, Mr. McNerney became Chief Executive Officer.
The following table reflects all stock options granted to the Named
Executive Officers of the Company during the 1998 fiscal year.
5
<PAGE> 8
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Percent *
of Total Potential
Options Realizable Value
/SARs at Assumed Annual
Number of Granted Rates of Stock
Securities to Exer- Price Appreciation
underlying Employ- cise or For Option Term
option/SARs ees in Base Expir- ------------------
Granted Fiscal Price ation 5% 10%
Name (#) Year ($/Sh) Date ($) ($)
- ---------------- ------- ------ ------ -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Edward J. McNerney 11,000 7% $7.73 2/16/08 $53,508 $135,549
50,000 32% 5.50 11/15/08 172,946 438,279
Ronald G. Popolizio 25,000 16% 5.50 11/15/08 86,473 219,140
</TABLE>
Mr. McNerney has 11,000 options that are currently exercisable and 50,000 that
become exercisable on May 16, 1999. Mr. Popolizio's options become exercisable
on May 16, 1999.
The Company has agreed that Mr. Popolizio will receive an annually a grant of
options for at least 5,000 shares.
* The percentage is based on options granted to employees and
directors. Options for 46,000 shares were granted to directors and
options for 111,000 shares were granted to employees during the 1998
fiscal year.
The following table reflects stock options exercised by the Named
Executive Officers during the 1998 fiscal year and the value of unexercised
options at the end of the 1998 fiscal year:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Edward J. McNerney - - 104,500/ $300,608/
83,000 128,832
Ronald G. Popolizio 4,000 $45,908 12,500/ 4,748/
25,000 -
</TABLE>
Options above reflect the 10% stock dividend paid by the Company to all
shareholders on July 1, 1998.
6
<PAGE> 9
EMPLOYMENT AGREEMENTS
Pursuant to an employment agreement with the Company, Mr. McNerney is
entitled to a minimum annual salary of $195,000 plus an annual incentive bonus
determined by the Compensation Committee of the Board of Directors and various
other fringe benefits. The agreement also provides that, upon termination of
employment by the Company for any reason other than death, disability or cause,
Mr. McNerney will receive severance equal to 24 months of his then base
compensation plus 2 times the average of the three highest annual bonus payments
received by him during the five fiscal years prior to termination. If Mr.
McNerney's employment is terminated due to death or disability, he will receive
a prorated cash bonus for the year of termination. In the event of a change in
ownership, previously granted stock options also become immediately exercisable.
CHANGE OF CONTROL AGREEMENTS
In fiscal year 1999, the Company entered into Change of Control Agreements with
each of Edward J. McNerney, the Company's Chief Executive Officer, and Ronald G.
Popolizio, the Company's Executive Vice President, Chief Financial Officer and
Secretary. These agreements essentially act as springing employment agreements
which provide that upon a change of control of the Company (as defined in the
agreement), the executive shall continue to be employed by the Company for a
period of three years in the same capacities and with the same compensation and
benefits as the executive was receiving prior to the change of control (all as
specified in the agreements). If the executive is terminated after the change of
control without cause or he quits for good reason (both as defined in the
agreement), the executive is generally entitled to receive a severance payment
from the Company equal to the amount of compensation remaining to be paid to the
executive under the agreement for the balance of the three year term. The
provisions of the Change of Control Agreement will control to the extent that
they conflict with the provisions of Mr. McNerney's employment agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of outside directors. Accordingly,
during the fiscal year, the Compensation Committee consisted of Mssrs.
DiFrancesco, Gallagher, Gilchrist, Morris and Walk. The Company purchased
$2,850,345 of machinery and equipment in 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.
7
<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 1998 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 believe that the shareholders' best interests are served by a
motivated workforce that shares in the rewards of achieving defined objectives
that improve shareholder value. The Board of Directors remains committed to the
premise that everyone in the organization should be rewarded, commensurate with
their responsibilities and contributions to achieving measurable objectives,
which improve shareholder value.
In 1998 the committee, as it did in 1997, used a formula based on
meeting objectives of improving operating and net profit, earnings per share and
growth in sales. These objectives were established in November 1997 for fiscal
year 1998, by the committee and management and then approved by the Board. Other
factors considered by the committee in evaluating executive performance included
organizational development, customer service, quality and adherence to the
principles outlined in the Company's Mission Statement (See page 2 of the
Company's 1998 Annual Report).
As reported in our 1998 Annual Report, we experienced significant
improvement in operating profit (99%) and earnings per share (28%) in 1998
versus 1997. In addition, the committee considered the successful integration of
Apex Machine Tool Co. into the EDAC family, as well as comparing the pay scale
of like executive positions in similar businesses. As reported in our 1998
Annual Report, all business units are now operating with team centers, which
enhance individual growth of all employees and promote personal involvement,
improved product quality and greater utilization of assets.
To support the Board objective of rewarding all levels of the
organization for the financial successes of the Company and ultimately
maximizing shareholder value, the committee is in the process of developing an
incentive plan that is directly related to shareholder value. The plan, if
approved by the Board, will be utilized to evaluate executive performance and
bonus awards for the fiscal year 1999.
Compensation Committee Members
John J. DiFrancesco
William J. Gallagher
Robert Gilchrist
Lee Morris
8
<PAGE> 11
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following performance graph compares the five year cumulative return
from investing $100 on December 31, 1993 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 SHAREHOLDER
1999
<TABLE>
<CAPTION>
NASDAQ EDAC
NASDAQ (US) TRANSPORATION TECHNOLOGIES
YEAR
- --------------------------------------------------------------
<S> <C> <C> <C>
1993 100.000 100.000 100.000
1994 97.752 90.679 59.127
1995 138.256 105.795 90.909
1996 170.015 116.784 145.455
1997 208.580 149.479 636.364
1998 293.209 132.477 385.036
</TABLE>
RATIFICATION OF AUDITORS
The Company has engaged Arthur Andersen LLP, independent auditors, as
the Company's independent auditors to audit the Company's financial statements
for the 1999 fiscal year. The Board of Directors recommends that shareholders
vote FOR the ratification of the appointment of Arthur Andersen LLP.
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 22, 1999, 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) 739,676 17.3%
James Biondi (3) 38,400 0.9%
John J. DiFrancesco (3) 89,456 2.1%
William J. Gallagher (3)(4) 212,565 4.9%
Robert J. Gilchrist (3) 23,020 0.5%
Edward J. McNerney (2)(3) 902,548 20.4%
Lee Morris (3) 30,859 0.7%
John Moses 465,860 10.9%
Francis W. Moskey (2) 817,442 19.1%
Ronald G. Popolizio (2)(3) 793,861 18.4%
Glenn L. Purple (2)(3) 765,891 17.9%
Arnold Sargis (3) 34,534 0.8%
Stephen G.W. Walk (3) 62,200 1.4%
All Directors and Executive
Officers as a group
(9 persons) (2)(3) 1,458,117 31.2%
</TABLE>
(1) Except as otherwise indicated, the specified persons have sole voting and
investment power as to all the shares indicated.
10
<PAGE> 13
(2) The number of shares includes 739,676 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 which are currently exercisable or
exercisable in 60 days: 154,500 as to Mr. McNerney; 56,700 each as to
Messrs. Gallagher and Walk; 47,000 as to Mr. DiFrancesco, 37,500 as to
Mr. Popolizio; 16,000 each as to Messrs. Gilchrist, Morris and Sargis;
5,000 as to Mr. Biondi 2,558 as to Mr. Purple; and 405,400 as to all
executive officers and directors as a group.
(4) Includes 18,150 shares held directly by a company wholly-owned by Mr.
Gallagher, and 7,733 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
Any shareholder who desires to submit a proposal for inclusion in the
Company's 2000 Proxy Statement should submit the proposal in writing to Ronald
G. Popolizio, Secretary, Edac Technologies Corporation, 1806 New Britain Ave.
Farmington, CT 06032. The Company must receive a proposal no later than December
22, 1999, in order to consider it for inclusion in the Company's 2000 Proxy
Statement. For any proposal that is not submitted for inclusion in next year's
Proxy Statement, but is instead sought to be presented directly at the 2000
Annual Meeting, management will be able to vote proxies in its discretion if the
Company: (1) receives notice of the proposal before the close of business on
March 7, 2000, and advises shareholders in the 2000 Proxy Statement about the
nature of the matter and how management intends to vote on such matter; or (2)
the Company does not receive notice of the proposal prior to the close of
business on March 7, 2000. Notices of intention to present proposals at the 2000
Annual Meeting should be addressed to Ronald G. Popolizio, Secretary, Edac
Technologies Corporation, 1806 New Britain Avenue, Farmington, CT 06032.
11
<PAGE> 14
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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Messrs. Gilchrist and McNerney each reported one purchase late on Form 4.
Mr. DiFrancesco reported three purchases and two sales late on Form 4. Messrs.
Biondi and Gilchrist reported one stock option grant late on Form 4. Messrs.
Sargis and Walk reported one stock option grant late on Form 5.
EDAC TECHNOLOGIES CORPORATION
/s/ Ronald G. Popolizio
Ronald G. Popolizio
Secretary
Farmington, Connecticut
April 21, 1999
12
<PAGE> 15
EDAC TECHNOLOGIES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - MAY 18, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints each of 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 18, 1999 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 5, 1999, 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 ITEMS 1 AND 2.
\/DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED\/
- --------------------------------------------------------------------------------
EDAC TECHNOLOGIES CORPORATION 1999 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR ITEMS 1 AND 2.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS: 1-JAMES BLONDI 5-EDWARD J. MCNERNEY [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
2-JOHN J. DIFRANCESCO 6-LEE MORRIS listed to the left to vote for all
3-WILLIAM J. GALLAGHER 7-ARNOLD J. SARGIS (except as specified nominees listed to the
4-ROBERT J. GILCHRIST 8-STEPHEN G.W. WALK below). 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.)
2. To ratify the appointment of Arthur Anderson LLP as auditors of the [ ] FOR [ ] AGAINST [ ] ABSTAIN
Company for the fiscal year ending January 1, 2000.
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>
