<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 16, 2000, at 10:00 a.m. Eastern Daylight Time for the
following purposes:
(1) to elect seven directors; and
(2) to ratify the appointment of Arthur Andersen LLP as auditors of the Company
for its fiscal year ending December 30, 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 12, 2000 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 1999 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 25, 2000
<PAGE> 3
EDAC TECHNOLOGIES CORPORATION
1806 New Britain Avenue
Farmington, CT 06032
(860) 677-2603
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
ON MAY 16, 2000
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
16, 2000 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 25, 2000.
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 12, 2000 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 seven
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 2000 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 2000 fiscal year at seven. The following table sets forth
certain information about each person nominated for election as a director, all
of whom are current directors of the Company:
NOMINEES:
Director
Name (and age) Since Principal Occupation (1)
- -------------- ----- ------------------------
John DiFrancesco (74) 1989 Chairman of the Company
(4)
William J. Gallagher (72) 1986 President, William J.
(2)(3) Gallagher Company
(furniture wholesaler)
Robert J. Gilchrist (54) 1998 Managing Director, Horton
(3)(4) International, Inc.
(management consulting &
executive search firm)
Lee Morris (55) 1997 Chairman and Chief Executive
(3)(4) Officer of The Robert E.
Morris Company (distributor of
machine tools)
Arnold J. Sargis (64) 1997 President, A.J. Sargis and
(2)(4) Associates (consulting firm)
Daniel C. Tracy (59) 1999 Business Consultant
(2)
Stephen G.W. Walk (48) 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. 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.
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. Sargis was Continuous
Improvement Manager at Wiremold Corporation (electrical wire management
manufacturer) until 1995; (4) Mr. Tracy was a partner with Arthur Andersen
from 1963 until his retirement in 1998; and (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 three meetings during 1999. 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 1999.
The Compensation Committee sets the compensation for the executive officers
of the Company.
(4) Member of the Strategic Planning Committee which held no meetings during
1999. 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 five meetings during 1999. 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 1999 the Company paid directors who are not employees of the Company a
$12,000 annual retainer and $1,000 for each non-telephonic Board of Directors or
Committee meeting attended. The Board Chairman and Committee Chairmen were paid
an additional $500 for each meeting chaired.
The Board of Directors recommends that shareholders vote FOR all of the
nominees.
3
<PAGE> 6
EXECUTIVE OFFICERS
The following table lists the names, ages and offices held by each
executive officer of the Company:
Name Age Office
---- --- ------
John J. DiFrancesco 74 Chief Executive Officer
Ronald G. Popolizio 41 Executive Vice President,
CFO & Secretary
Mr. DiFrancesco joined the Company as a member of the Board Directors in
1989 and became Chairman in 1995. Mr. DiFrancesco became the Chief Executive
Officer on an interim basis in August 1999.
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 two individuals who served as the Company's Chief Executive Officer during
1999 and for the only other senior executive officer of the Company whose total
annual salary and bonus during fiscal 1999 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>
John DiFrancesco 1999 92,500 - - - -
Chief Executive
Officer (3)
Edward J. McNerney 1999 142,788 - - - 711,750
Chief Executive 1998 195,000 135,000 6,274 61,000 23,607
Officer (4) 1997 168,174 135,000 79,918 15,000 32,526
Ronald G. Popolizio 1999 157,789 - - - 3,736
Executive Vice 1998 137,500 65,000 - 25,000 16,107
President CFO 1997 92,788 48,000 - 15,000 9,179
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 and 1997 and $1,750, $16,107 and $25,026 of payments to defined
contribution plans for 1999, 1998 and 1997, respectively. For Mr. McNerney, also
includes $710,000 paid or accrued for severance in 1999. For Mr. Popolizio
represents payments to defined contribution plans.
(3) Mr. DiFrancesco became the Chief Executive Officer on an interim basis upon
the resignation of Mr. McNerney on August 17, 1999. Mr. DiFrancesco was also
paid $41,725 for consulting services.
(4) Mr. McNerney resigned as the Company's Chief Executive Officer on August 17,
1999. In accordance with a severance agreement Mr. McNerney received severance
of $710,000 which will be paid over three years commencing August 17, 1999.
$82,212 was paid in 1999 under this agreement.
5
<PAGE> 8
There were no stock options granted to the Named Executive Officers
during the 1999 fiscal year.
The following table reflects stock options exercised by the Named Executive
Officers during the 1999 fiscal year and the value of unexercised options at the
end of the 1999 fiscal year:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
John DiFrancesco 7,500 35,600 47,000/ $ - /
- -
Edward J. McNerney - - 187,500/ 65,010/
- -
Ronald G. Popolizio - - 37,500/ - /
- -
</TABLE>
Options above reflect the 10% stock dividend paid by the Company to all
shareholders on July 1, 1998.
EMPLOYMENT AGREEMENTS AND SEVERANCE AGREEMENTS
Pursuant to an employment agreement with the Company, Mr. McNerney was
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 provided that, upon termination of
employment by the Company for any reason other than death, disability or cause,
Mr. McNerney would 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 was terminated due to death or disability, he was entitled
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.
Mr. McNerney resigned as the Company's Chief Executive Officer on August
17, 1999. On October 22, 1999, the Company entered into a Termination and
Release Agreement with Mr. McNerney. Pursuant to this agreement, the Company is
required to make aggregate payments to Mr. McNerney of $710,000 over the period
from August 1999 through August 2002. Mr. McNerney agreed to hold himself
available for consulting services. The Company also agreed to (i) allow Mr.
McNerney to exercise all stock options previously issued to him by
6
<PAGE> 9
the Company at any time on or before September 15, 2001, (ii) continue to
provide health benefits to Mr. McNerney until the earlier of June 30, 2000 or
Mr. McNerney obtaining other health coverage, and (iii) allow Mr. McNerney to
continue to use a company car until its lease term ends.
Pursuant to an employment agreement with the Company, Mr. Popolizio is
entitled to a minimum annual salary of $150,000 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. Popolizio 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.
Popolizio's employment is terminated due to death or disability, he will receive
a prorated cash bonus for the year of termination.
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 through
August 17, 1999, 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.
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. Mr. DiFrancesco, upon
becoming Chief Executive Officer of the Company, resigned as a member of the
Compensation Committee in August 1999.
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 last year's 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.
Incentive compensation (bonus) for 1999 was established by formula in
November 1998, based on attaining specific objectives relating to operation and
net profit, earnings per share and growth in sales. Other factors considered by
the committee in evaluating executive performance include organizational
development, customer service quality and adherence to the Company's Mission
Statement.
As reported in the 1999 Annual Report, the Company experienced significant
downturn in revenues resulting in an operating loss for the year. As a result,
and in accordance with the incentive formula, no cash bonuses were paid to
Company's executives for 1999. The committee intends to resume paying bonuses at
the end of 2000, if financial conditions of the Company so warrant. The Company
also did not grant stock options to executive officers in fiscal 1999.
Mr. Edward McNerney served as Chief Executive Officer until his
resignation, which was effective August 17, 1999. During that time, he received
a total salary of $142,788. Additional compensation paid to Mr. McNerney
subsequent to his resignation was in accordance with his employment, the terms
of which have been reported. Also effective August 17, 1999, John DiFrancesco,
Chairman of the Company, assumed the additional role of Chief Executive Officer
on an interim basis. From August 17, 1999 through year-end, Mr. DiFrancesco was
paid $92,500 as compensation for this position.
Compensation Committee Members
William J. Gallagher
Robert Gilchrist
Lee Morris
John DiFrancesco (through August 17, 1999)
8
<PAGE> 11
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following performance graph compares the five year cumulative return
from investing $100 on December 31, 1994 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
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
NASDAQ EDAC
NASDAQ (US) TRANSPORTATION TECHNOLOGIES
YEAR
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994 100.000 100.000 100.000
1995 141.335 116.670 153.752
1996 173.892 128.788 246.002
1997 213.073 164.844 1,076.261
1998 300.248 148.297 651.005
1999 542.430 158.376 202.502
</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 2000 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 April 3, 2000, 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) 557,663 13.1%
John J. DiFrancesco (3) 91,805 2.1%
William J. Gallagher (3)(4) 205,272 4.7%
Robert J. Gilchrist (3) 31,753 0.7%
Edward J. McNerney 190,300 4.3%
Lee Morris (3) 34,362 0.8%
John Moses 448,000 10.5%
Francis W. Moskey (2) 627,429 14.7%
Ronald G. Popolizio (2)(3) 612,067 14.2%
Glenn L. Purple (2)(3) 581,721 13.6%
Arnold Sargis (3) 36,550 0.9%
Daniel Tracy 12,564 0.3%
Stephen G.W. Walk (3) 62,200 1.4%
All Directors and Executive
Officers as a group
(9 persons) (2)(3) 1,276,873 27.2%
</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 557,663 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:
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: 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; 2,558 as to Mr. Purple; and
245,900 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 2001 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
26, 2000, 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 2001
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 10, 2001, and advises shareholders in the 2001 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 10, 2001. Notices of intention to present proposals at the
2001 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 Tracy each reported one purchase late on Form 4. Mr.
Gallagher reported one sale late on Form 5.
EDAC TECHNOLOGIES CORPORATION
/s/ Ronald G. Popolizio
Ronald G. Popolizio
Secretary
Farmington, Connecticut
April 25, 2000
12
<PAGE> 15
EDAC TECHNOLOGIES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - MAY 16, 2000
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 16, 2000 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 12, 2000, 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 2000 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 - John J. DiFrancesco 5 - Arnold J. Sargis [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
2 - William J. Gallagher 6 - Daniel C. Tracy listed to the left (except to vote for all
3 - Robert J. Gilchrist 7 - Stephen G.W. Walk as specified below), nominees listed to the
4 - Lee Morris left.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(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 Andersen LLP as auditors of [ ] FOR [ ] AGAINST [ ] ABSTAIN
the Company for the fiscal year ending December 30, 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>
