<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 [ ]
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 sec. 240.14a-11(c) or sec. 240.14a-12
Vertex Communications 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):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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
[VERTEX COMMUNICATIONS LOGO]
VERTEX COMMUNICATIONS CORPORATION
2600 N. LONGVIEW STREET
KILGORE, TEXAS 75662-6842
(903) 984-0555
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 22, 1998
To the Shareholders of
Vertex Communications Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of Vertex Communications Corporation (the "Company") will be held at
the Roy H. Laird Country Club, 1306 Houston Street, Kilgore, Texas, at 11:00
A.M., local time, on Thursday, January 22, 1998, for the following purposes:
(1) To elect seven (7) directors to serve until the next
Annual Meeting of Shareholders and until their respective successors
are duly elected and qualified;
(2) To consider and vote upon a proposal to approve the
Non-Employee Directors Stock Option Plan of Vertex Communications
Corporation for the benefit of non-employee members of the Board of
Directors of the Company, as more particularly described in the
accompanying Proxy Statement and set forth in Exhibit A thereto;
(3) To consider and vote upon a proposal to ratify the
appointment of Arthur Andersen LLP as independent public accountants of
the Company for the fiscal year ending September 30, 1998; and
(4) To transact such other business as may properly come
before the Meeting or any adjournments thereof.
Only holders of Common Stock of record at the close of business on
December 4, 1997, are entitled to notice of and to vote at the Meeting and any
adjournments thereof. A list of shareholders entitled to vote at the Meeting
will be available for inspection at the offices of the Company and at the
Meeting.
A Proxy Statement, which describes the nominees for election to the
Board of Directors, the proposed Non-Employee Directors Stock Option Plan and
the independent public accountants recommended for selection by the Board of
Directors, and a form of Proxy accompany this Notice.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
SHAREHOLDERS ARE URGED, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING, TO DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE. IF A SHAREHOLDER WHO HAS RETURNED A PROXY FINDS THAT HE OR SHE
CAN ATTEND THE MEETING IN PERSON, HE OR SHE MAY REVOKE HIS OR HER PROXY AND VOTE
IN PERSON ON ALL MATTERS SUBMITTED TO THE MEETING.
By Order of the Board of Directors
/s/ JOE A. YLITALO
----------------------------------
Joe A. Ylitalo
Secretary
Kilgore, Texas
December 19, 1997
<PAGE> 3
VERTEX COMMUNICATIONS CORPORATION
2600 N. LONGVIEW STREET
KILGORE, TEXAS 75662
------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 22, 1998
------------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy (the "Proxy") is being solicited on behalf of the
Board of Directors of Vertex Communications Corporation (the "Company") for use
at the Annual Meeting of Shareholders (the "Meeting") to be held at the Roy H.
Laird Country Club, 1306 Houston Street, Kilgore, Texas, at 11:00 A.M., local
time, on Thursday, January 22, 1998, or at such other time and place to which
the Meeting may be adjourned. Proxies, together with copies of this Proxy
Statement, are being mailed to shareholders of the Company on or about December
19, 1997.
Execution and return of the enclosed Proxy will not affect a
shareholder's right to attend the Meeting and to vote in person. Any shareholder
executing a Proxy retains the right to revoke it at any time prior to exercise
at the Meeting. A Proxy may be revoked by delivery of written notice of
revocation to the Secretary of the Company, by execution and delivery of a later
Proxy or by voting the shares in person at the Meeting. A Proxy, when executed
and not revoked, will be voted in accordance with the instructions thereon. In
the absence of specific instructions, Proxies will be voted by those named in
the Proxy "FOR" the election as directors of those nominees named in the Proxy
Statement, "FOR" the proposal to approve the Non-Employee Directors Stock Option
Plan of Vertex Communications Corporation, "FOR" the proposal to ratify the
appointment of Arthur Andersen LLP, as independent public accountants for the
Company, and in accordance with their best judgment on all other matters that
may properly come before the Meeting.
The enclosed form of Proxy provides a method for shareholders to
withhold authority to vote for any one or more of the nominees for director
while granting authority to vote for the remaining nominees. The names of all
nominees are listed on the Proxy. If you wish to grant authority to vote for all
nominees, check the box marked "FOR". If you wish to withhold authority to vote
for all nominees, check the box marked "WITHHOLD AUTHORITY". If you wish your
shares to be voted for some nominees and not for one or more of the others,
check the box marked "FOR" and indicate the name(s) of the nominee(s) for whom
you are withholding the authority to vote by writing the name(s) of such
nominee(s) on the Proxy in the space provided.
RECORD DATE AND VOTING SECURITIES
Shareholders of record at the close of business on December 4, 1997,
will be entitled to notice of and to vote at the Meeting. On December 4, 1997,
the Company had issued and outstanding 5,091,938 shares of Common Stock, $.10
par value (the "Common Stock"), which is the only class of its capital stock
outstanding.
-1-
<PAGE> 4
QUORUM AND VOTING
The presence at the Meeting, in person or by Proxy, of the holders of a
majority of the issued and outstanding shares of Common Stock is necessary to
constitute a quorum. Each holder of Common Stock is entitled to one vote for
each share held on each matter, including the election of directors, to be voted
on at the Meeting. Assuming the presence of a quorum, the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock entitled to
vote at the Meeting, present in person or by Proxy, is required for the approval
of each matter submitted to the Meeting, except that in the election of
directors, the seven nominees receiving the greatest number of votes shall be
deemed elected even though receiving the affirmative vote of less than a
majority of the outstanding shares entitled to be voted at the Meeting.
Additionally, in the election of directors, cumulative voting is prohibited and
Proxies cannot be voted for more than seven nominees.
SECURITY OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
The following table sets forth information regarding the beneficial
ownership of shares of the Common Stock of the Company as of December 4, 1997,
by (i) each person known by the Company to own more than 5% of the outstanding
shares of Common Stock, (ii) each director and nominee as a director of the
Company, (iii) the Company's Chief Executive Officer, (iv) each of the Company's
four other most highly compensated executive officers for fiscal 1997 and (v)
the directors and executive officers of the Company as a group. The persons and
entities named in the table have sole voting and investment power with respect
to all such shares owned by them, unless otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER OR GROUP(1) BENEFICIAL OWNERSHIP OF CLASS
------------------------------------ -------------------- --------
<S> <C> <C>
Ryback Management Corporation ..................................... 434,900 8.5%
Fidelity Management & Research Corporation........................ 425,100 8.3
EQSF Advisers, Inc................................................. 306,900 6.0
J. Rex Vardeman(2) ................................................ 279,070 5.5
Heldur Tonisson.................................................... 261,066 5.1
Rein Luik(3)....................................................... 123,910 2.4
A. Don Branum(2)................................................... 94,070 1.8
James D. Carter(2) ................................................ 89,833 1.8
Bill R. Womble (2) ................................................ 30,550 *
Donald E. Heitzman, Sr. (2) ....................................... 20,000 *
Manfred Stupnik(2)................................................. 14,000 *
John G. Farmer(2).................................................. 10,000 *
All directors and executive officers
as a group (11 persons) (4)..................................... 783,782 15.0
</TABLE>
- -----------------------
* Represents beneficial ownership of less than 1% of the outstanding shares
of Common Stock.
(1) The addresses of the persons or entities shown in the foregoing table who
are beneficial owners of more than 5% of the Common Stock are as follows:
Ryback Management Corporation, 7711 Carondelet Avenue, Box 16900, St.
Louis, Missouri 63105; Fidelity Management & Research Corporation, 82
Devonshire Street, Boston, Massachusetts 02109; EQSF Advisers, Inc., 767
Third Avenue, New York, NY 10017; J. Rex Vardeman, 2600 N. Longview
Street, Kilgore, Texas 75662; and Heldur Tonisson, Obere Rebhalde 27,
CH-6340, Baar, Switzerland.
(2) Includes 27,000, 27,000, 23,000, 15,000, 4,000, 15,000, and 10,000 shares
as to which beneficial ownership could be acquired by Messrs. Vardeman,
Branum, Carter, Womble, Stupnik, Heitzman, and Farmer, respectively,
within sixty days of December 4, 1997, upon the exercise of outstanding
options.
-2-
<PAGE> 5
(3) Includes 2,080 shares held of record by the TIW Systems, Inc. Employee
Stock Option Trust ("ESOT") for the account of Dr. Luik, as to which
shares Dr. Luik shares voting and investment powers pursuant to the terms
of the ESOT.
(4) Includes an aggregate of 150,399 shares as to which beneficial ownership
could be acquired by all such persons within sixty days of December 4,
1997, upon the exercise of outstanding options.
-3-
<PAGE> 6
ELECTION OF DIRECTORS
The Company's Board of Directors for the ensuing year will consist of
seven directors who are each to be elected at the Meeting for a term of office
expiring at the next Annual Meeting of Shareholders or until their respective
successors have been elected and qualified. It is intended that the persons
named in the following table will be nominated as directors of the Company and
that the persons named in the accompanying Proxy, unless otherwise directed,
will vote for the election of such nominees at the Meeting. Each of the nominees
is an incumbent director of the Company and has indicated his willingness to
continue to serve as a member of the Board of Directors, if elected. In the
event any nominee should become unavailable for election to the Board of
Directors for any reason not presently known or contemplated, the Proxy holders
will be vested with discretionary authority in such instance to vote the
enclosed Proxy for such substitute as the Board of Directors shall designate.
The following slate of seven nominees has been nominated by the Board
of Directors:
<TABLE>
<CAPTION>
Director
NAME OF NOMINEE Age Position(s) Since
--------------- --- ----------- -----
<S> <C> <C> <C>
J. Rex Vardeman (1)(2)..................... 58 Chairman of the Board, President,
Chief Executive Officer and Director 1984
A. Don Branum (2).......................... 60 Senior Vice President, Assistant 1984
Secretary and Director; and Vice
President/General Manager,
Vertex Antenna Division
James D. Carter (2)(3)..................... 50 Vice President and Chief Financial
Officer, Treasurer and Director 1984
Bill R. Womble (1)(3)...................... 59 Director 1984
Donald E. Heitzman, Sr. (1)(3)............. 71 Director 1992
John G. Farmer............................. 50 Director 1997
Rein Luik.................................. 62 Vice President and Director; and 1997
President, TIW Systems, Inc.
</TABLE>
- ---------------------------
(1) Member of the Compensation Committee.
(2) Member of the Stock Option Committee of the Outside Directors Stock Option
Plan.
(3) Member of the Audit Committee.
-4-
<PAGE> 7
J. Rex Vardeman is a co-founder of the Company and has served as
Chairman of the Board, President, Chief Executive Officer and a director since
its inception in October 1984. Prior to founding the Company, Mr. Vardeman
served as Vice President of Harris Antenna Operations ("Harris Antenna
Operations"), a unit of the Satellite Communications Division of Harris
Corporation ("Harris"), until the acquisition in 1984 of the Harris Antenna
Operations by the Company. In 1973, Mr. Vardeman co-founded Radio Mechanical
Structures, Inc. ("RMS"), the predecessor to the Harris Antenna Operations, and
served as its Vice President and General Manager and a director until the
acquisition of RMS by Harris in 1977. For more than ten years prior thereto, he
was employed by E-Systems, Inc., a major electronics company, in various
engineering and management positions. Mr. Vardeman holds no other directorships.
A. Don Branum, a co-founder of the Company, has served as Senior Vice
President, Assistant Secretary, and a director since its inception in October
1984, and as Vice President/General Manager of the Company's Vertex Antenna
Division since April 1994. Prior to joining the Company, Mr. Branum served as
Vice President of the Harris Antenna Operations, with responsibility for product
marketing. Mr. Branum served as President of Dallas Telecommunications, Inc., a
communication marketing and consulting firm which he founded from 1981 through
1984. From 1978 through 1981, Mr. Branum served as Vice President and General
Manager of the Satellite Communications Division of Harris, of which the Harris
Antenna Operations were a part. Mr. Branum was a co-founder of RMS in 1973 and
served as its President and a director until its acquisition by Harris in 1977.
He holds no other directorships.
James D. Carter has served the Company as Vice President and Chief
Financial Officer, Treasurer and a director since its inception in October 1984.
Prior to joining the Company, Mr. Carter was employed by Harris as Controller of
the Harris Antenna Operations since 1978. For more than six years prior thereto,
Mr. Carter was employed by Harris in various accounting positions. Mr. Carter
holds no other directorships.
Bill R. Womble has served as a director of the Company since October 1984.
He has been continuously engaged in the private practice of law since 1963 and
is a shareholder of the firm of Thompson & Knight, P.C. (attorneys), in Dallas,
Texas. Mr. Womble holds no other directorships.
Donald E. Heitzman, Sr. has served as a director of the Company since
September 1992. Mr. Heitzman is President of International & Defense
Consultants, of Dallas, Texas, a private consulting firm which he founded in May
1992. He was previously employed by Electrospace Systems, Inc.
(telecommunications systems), as Senior Vice President of International Business
Development for more than five years. Mr. Heitzman holds no other directorships.
John G. Farmer has served as a director of the Company since August
1997. Mr. Farmer is Co-Managing Partner of Stratford Capital Partners, L.P., a
Dallas-based small business investment company (SBIC) founded in 1995 and
affiliated with the Hicks, Muse, Tate & Furst organization. Prior to joining
Stratford Capital Partners, Mr. Farmer served as Senior Vice President and
Regional Manager for GE Capital's Corporate Finance Group from 1990 through
1994. From 1975 to 1990, Mr. Farmer served in a variety of senior management
positions at MBank Dallas, N.A. ("MBank"), including Chairman, Chief Executive
Officer, and a director of MVenture Corp. (MBank's wholly-owned subsidiary and
SBIC) from 1985 until his departure from MBank in 1990. Mr. Farmer serves as a
director of Hollywood Theater Holdings, Inc. (movie entertainment centers).
Rein Luik has served as a director of the Company since August 1997 and
as Vice President of the Company since June 1997, immediately following the
Company's acquisition of TIW Systems, Inc. ("TIW") as a wholly-owned subsidiary
of the Company. Dr. Luik, the founder of TIW, has served as President of TIW
since its inception in 1976 and continues to serve in that position since its
acquisition by the Company. Prior to founding TIW, Dr. Luik was employed by the
WDL Division of Aeronutronic Ford Corporation
-5-
<PAGE> 8
from 1962 to 1976, initially as an engineer and subsequently as Manager of
its Antenna Subsystems Engineering Department. Dr. Luik holds no other
directorships.
All directors of the Company hold office until the next ensuing Annual
Meeting of Shareholders and until their respective successors are duly elected
and qualified. All officers of the Company are elected annually by the Board of
Directors and serve at the discretion of the Board. There are no family
relationships between any director or officer and any other such person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF SUCH
NOMINEES.
BOARD OF DIRECTORS AND COMMITTEES
The business affairs of the Company are managed under the direction of the
Board of Directors. The Board meets on a regularly scheduled basis during the
fiscal year of the Company to review significant developments affecting the
Company and to act on matters requiring Board approval. It also holds special
meetings as required from time to time when important matters arise requiring
Board action between scheduled meetings. The Board of Directors or its
authorized committees met seven times and acted by unanimous written consent
seven times during the 1997 fiscal year. During fiscal year 1997, each incumbent
director participated in at least 75% or more of the aggregate of (i) the total
number of meetings of the Board of Directors (held during the period for which
he was a director) and (ii) the total number of meetings of all committees of
the Board on which he served (during the period that he served). For the Board
of Directors as a whole, attendance was 100% during the 1997 fiscal year.
The Board of Directors has established Audit, Compensation, and Outside
Directors Stock Option Committees to devote attention to specific subjects and
to assist it in the discharge of its responsibilities. The functions of these
committees, their current members and the number of meetings held during fiscal
year 1997 are described below.
Audit Committee. The Audit Committee recommends to the Board of Directors
the appointment of the firm selected to be independent public accountants for
the Company and monitors the performance and independence of such firm; reviews
and approves the scope of the annual audit and quarterly reviews and evaluates
with the independent public accountants the Company's annual audit and annual
consolidated financial statements; reviews with management the status and
effectiveness of internal accounting controls; evaluates problem areas having a
potential financial impact on the Company which may be brought to its attention
by management, the independent public accountants or the Board of Directors; and
evaluates all public financial reporting documents of the Company. James D.
Carter (Chairman), Bill R. Womble and Donald E. Heitzman, Sr. are members of the
Audit Committee. The Audit Committee met one time during the 1997 fiscal year.
Compensation Committee. The Compensation Committee is empowered to review
and advise management and make determinations with respect to the compensation
and other employment benefits of executive officers and key employees of the
Company. The Compensation Committee also administers the Company's Stock Option
Plan for Key Employees, the 1995 Stock Compensation Plan, Qualified Employee
Stock Purchase Plan for employees, Management Incentive Compensation Plans for
officers and key employees and Employee Profit Sharing Bonus Plans for
employees. The Compensation Committee is authorized, among other powers, to
determine from time to time the individuals to whom stock options shall be
granted, the number of shares to be covered by each option and the time or times
at which options shall be granted pursuant to the stock option plans for
officers and other employees.
-6-
<PAGE> 9
The Compensation Committee is comprised of J. Rex Vardeman (Chairman) and
Messrs. Womble and Heitzman. The Compensation Committee held one meeting and
acted by unanimous written consent five times during the 1997 fiscal year.
Stock Option Committee. The Company's Outside Directors Stock Option Plan
(the "Outside Directors Plan") is administered by the Stock Option Committee of
the Board comprised of Messrs. Vardeman (Chairman), Carter and A. Don Branum,
each of whom is an executive officer and director of the Company and ineligible
to participate in such plan. The Outside Directors Plan defines "Outside
Directors" eligible to participate in such plan as those directors of the
Company who are not regular salaried employees of the Company or its
subsidiaries. The Outside Directors Plan expired on December 31, 1996, but
certain previously granted stock options remain validly issued and outstanding
pursuant to the terms of such plan. The Stock Option Committee held no meetings
and acted by unanimous written consent one time during the 1997 fiscal year.
The Company does not have a nominating committee. The functions customarily
attributable to a nominating committee are performed by the Board of Directors
as a whole.
-7-
<PAGE> 10
PROPOSAL TO APPROVE THE NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
GENERAL
On October 30, 1997, the Board of Directors adopted and approved the
Non-Employee Directors Stock Option Plan of Vertex Communications Corporation
(the "Directors Plan"), subject to approval of such plan by the shareholders of
the Company. The purpose of the Directors Plan is to advance the interest of the
Company and its shareholders by strengthening the Company's ability to attract
and retain experienced and able individuals to serve as independent directors of
the Company and to furnish additional incentive to such individuals to expend
their best efforts on behalf of the Company and its subsidiaries.
Approval of the Directors Plan requires the affirmative vote of the holders
of a majority of the issued and outstanding shares of Common Stock entitled to
vote thereon and represented in person or by Proxy at the Meeting or any
adjournments thereof. Members of the Board of Directors and other executive
officers of the Company, who beneficially own in the aggregate approximately
14.9% of the issued and outstanding shares of Common Stock, currently intend to
vote such shares in favor of the proposed Directors Plan. See "Security
Ownership of Management and Principal Shareholders." The enclosed Proxy will be
voted as specified, but if no specification is made with respect to the proposed
Directors Plan, it will be voted in favor of the proposal to approve such Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
DESCRIPTION OF THE DIRECTORS PLAN
The following summary of the Directors Plan does not purport to be complete
and is subject in all respects to, and qualified by, the provisions of the full
text of such Plan contained in Exhibit A to this Proxy Statement to which
reference should be made.
Stock Subject to the Plan. The Directors Plan reserves and otherwise
provides for the grant of options to purchase a maximum of 75,000 shares of the
Company's Common Stock, subject to adjustments to reflect certain changes in
capitalization such as stock splits, stock dividends and similar events. If any
outstanding option under the Directors Plan expires, lapses or terminates
without being fully exercised, the shares allocated to the unexercised portion
of such option will again be available for purposes of the Directors Plan,
unless such Plan shall have been terminated.
Eligibility for Options. Each director of the Company who is at the time
not otherwise an officer or employee of the Company or a subsidiary of the
Company will be eligible to participate in the Directors Plan. No benefits under
the Directors Plan will be received by any executive officer, officer or other
employee of the Company. The Company currently has three non-employee directors
who are eligible to participate in the Directors Plan. No option may be granted
pursuant to the Directors Plan after October 29, 2007.
Plan Administration. The Directors Plan will be administered by the Board
of Directors of the Company. Accordingly, subject to the provisions of the
Directors Plan, the Board of Directors will have: (i) the discretion to
determine the selection of non-employee directors to whom options may be
granted, the number of shares subject to such options, the term of such options
(not to exceed ten years), and the number of options which may be granted; and
(ii) the authority to interpret the provisions of the Plan, to prescribe, amend
and rescind rules and regulations relating to the Plan, to determine the terms
and conditions of option agreements granted under the Plan and to otherwise make
all determinations necessary or advisable for the administration of the Plan.
-8-
<PAGE> 11
Plan Options. Subject to a Registration Statement on Form S-8 being filed
with and becoming effective with the Securities and Exchange Commission with
respect to the Directors Plan, each option granted pursuant to the Plan will be
fully vested and exercisable on the date of grant and may be for a term of up to
10 years. Any option granted under the Directors Plan may not be transferred or
disposed of in any manner other than by will or the laws of descent and
distribution, and is not assignable by operation of law or subject to execution,
attachment or similar process, except as may be permitted by the terms of the
option to certain permitted transferees.
The exercise price under each option must be the fair market value of the
Common Stock at the time such option is granted. For purposes of the Plan, "fair
market value" means (i) the closing sales price per share of the Company's
Common Stock on the date of the grant of the option, or if no sale of such
Common Stock shall have been made on such date, on the next succeeding business
day shares of Common Stock of the Company are sold, on the principal national
securities exchange on which such shares of Common Stock are listed or admitted
to trading, or if shares of the Company's Common Stock are not listed or
admitted to trading on any national securities exchange, on the National
Association of Securities Dealers Automated Quotation National Market (the
"NASDAQ National Market"), or, if shares of the Company's Common Stock are not
quoted on the NASDAQ National Market, the average of the highest reported "bid"
and the lowest reported "asked" prices per share of such Common Stock on the
date in question, as furnished by the National Association of Securities
Dealers, Inc., or (ii) if there is no public market for the Common Stock of the
Company, such amount as the Board of Directors, in its sole discretion, shall
determine, after taking all relevant facts into consideration. Each option will
be deemed exercised on the date when written notice of such exercise has been
received by the Company at its principal place of business from the person
entitled to exercise such option, accompanied by full payment of the purchase
price in cash or by certified check and such other documents, if any, as the
Company may reasonably require.
In the event that an optionee ceases to be a director for any reason other
than death, such optionee may exercise his or her options to the extent vested
and exercisable on the date service as a non-employee director ceases, during
the three-month period immediately following the date he or she ceases to be a
director, and his or her unexercised options will expire at the end of such
period. Should an optionee subject to this restriction die while serving as a
director, his or her options may be exercised by such optionee's estate or
devisee by will or legatee by the laws of descent and distribution, as
applicable, within one year after death and any unexercised options will expire
at the end of such period. In no event, however, will the period during which
any option may be exercised extend beyond the term of such option.
Adjustments to prevent dilution will be made in the event of merger,
consolidation, reorganization, recapitalization, subdivision or any other
similar change affecting the Common Stock of the Company. The Common Stock
issued pursuant to the exercise of options granted under the Directors Plan may
be either treasury or authorized but unissued shares.
Plan Amendments. All options granted pursuant to the Directors Plan must be
granted before October 30, 2007, the date such Plan terminates, unless sooner
terminated. The Board of Directors may terminate the Directors Plan at any time
in its sole discretion. No options may be granted after the Directors Plan is
terminated. The termination of the Plan will not affect any shares previously
issued to an optionee or any option previously granted and outstanding under the
Directors Plan.
Miscellaneous. The Directors Plan is not qualified under the provisions of
Section 401(a) of the Code, and its not subject to any of the provisions of
ERISA.
-9-
<PAGE> 12
FEDERAL INCOME TAX CONSEQUENCES
THE FOLLOWING GENERAL SUMMARY IS BASED ON THE APPLICABLE PROVISIONS OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND DOES NOT INCLUDE A
DISCUSSION OF ANY STATE OR LOCAL TAX CONSEQUENCES.
Options granted under the Directors Plan will be treated for federal income
tax purposes as Non-statutory Options. Under the Code, the optionee will not
realize income for federal income tax purposes at the time an option is granted,
but upon exercise of such option, the optionee will realize income in an amount
equal to the amount by which the aggregate fair market value (on the date of
exercise) of the shares acquired by such exercise exceeds the aggregate price
paid for the shares (and the amount of income so recognized will be deductible
by the Company). Upon any subsequent sale of the shares, any amount realized by
the optionee in excess of the fair market value of the shares on the date such
option was exercised will constitute long-term capital gain (depending on the
period such shares are held). If the amount realized by the optionee upon any
such sale is less than the fair market value of the shares on the date the
option is exercised, the difference will constitute long-term or short-term
capital loss (depending on the period such shares are held).
-10-
<PAGE> 13
PROPOSAL TO RATIFY THE APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has appointed Arthur Andersen LLP,
independent public accountants, to serve as independent auditors of the Company
and to audit its consolidated financial statements for fiscal year 1998, subject
to approval by shareholders at the Meeting. Arthur Andersen LLP has served as
the Company's independent public accountants since the Company's inception and
is, therefore, familiar with its affairs and financial procedures. To the
knowledge of management of the Company, neither such firm nor any of its members
has any direct or material indirect financial interest in the Company, nor any
connection with the Company in any capacity other than as independent public
accountants.
Although shareholder ratification and approval of this appointment is not
required by law or otherwise, in keeping with the Company's policy that its
shareholders should be entitled to a voice in this regard and as a matter of
good corporate practice, the Board of Directors is seeking ratification of this
appointment. If the appointment is not ratified, the Board of Directors must
then determine whether to appoint other auditors prior to the end of the current
fiscal year, and in such case, the opinions of shareholders will be taken into
consideration.
The following resolution concerning the ratification of the appointment of
independent public accountants will be submitted to the Meeting:
"RESOLVED, that the appointment by the Board of Directors of the
Company of Arthur Andersen LLP, independent public accountants, to
audit the consolidated financial statements and related books, records,
and accounts of the Company and its subsidiaries for the fiscal year
ending September 30, 1998, is hereby ratified."
A representative of Arthur Andersen LLP, the Company's independent public
accountants for fiscal year 1997, is expected to be in attendance at the Meeting
and will be afforded the opportunity to make a statement. The representative
will also be available to respond to appropriate questions.
The enclosed Proxy will be voted as specified, but if no specification is
made, it will be voted in favor of the adoption of the resolution of
ratification.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
-11-
<PAGE> 14
. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table sets forth certain information regarding all cash
compensation paid or to be paid by the Company or any of its subsidiaries, as
well as other compensation paid or accrued, during the fiscal years indicated,
to the Company's Chief Executive Officer and each of the Company's four other
most highly compensated executive officers for such respective periods in all
capacities in which they served.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
-------------------------------------- ------------------------- -------
Other Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Fiscal sation Award(s) SARs Payouts sation
Position Year Salary ($) Bonus ($)(1) ($)(2) ($) (#) ($) ($)(3)
- ---------------------- -------- ---------- ------------ -------- ------------ ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Rex Vardeman,
Chairman of the
Board, President
and Chief 1997 $ 225,000 $ 92,000 -- -- -- -- $ 800
Executive 1996 188,000 77,000 -- -- -- -- 800
Officer............. 1995 188,000 50,000 -- -- 25,000(4)(5) -- 800
A. Don Branum,
Senior Vice
President;
Vice President/
General Manager, 1997 175,000 37,000 -- -- -- -- 800
Vertex Antenna 1996 160,000 94,000 -- -- -- -- 800
Division............ 1995 160,000 -- -- -- 25,000(4)(5) -- 800
James D. Carter,
Vice President and 1997 145,000 61,000 -- -- -- -- 800
Chief Financial 1996 125,000 51,000 -- -- -- -- 800
Officer, and Treasurer 1995 125,000 30,000 -- -- 25,000(4)(5) -- 800
Rein Luik,
Vice President;
President, TIW
Systems, Inc.(6)... 1997 275,000 -- -- -- -- -- 15,041(7)
Manfred Stupnik,
Vice President; 1997 125,000 96,000 -- -- -- -- 800
President, Gamma-f 1996 115,000 79,000 -- -- -- -- 800
Corp (8)............ 1995 109,000 52,000 -- -- 10,000(4) -- 75,800(9)
</TABLE>
---------------------------
(1) Includes incentive bonus payments earned for services rendered to the
Company or a subsidiary in the year indicated that were paid in the
following year.
(2) Excludes certain incidental perquisites, the total of which did not exceed
the lesser of $50,000 or 10% of the cash compensation for any named
individual.
(3) Except as noted in footnotes (7) and (9) below, the amounts reflected in
this column consist of the annual employer matching payments to the
Company's qualified Savings/Profit Sharing Plan.
-12-
<PAGE> 15
(4) Incentive stock options to acquire shares of Common Stock pursuant to the
Company's 1995 Stock Compensation Plan.
(5) Includes Stock Appreciation Rights ("SARs") with respect to 20,000
underlying shares of Common Stock.
(6) Information included in the Summary Compensation Table as to Dr. Luik's
1997 salary compensation (i) represents compensation for services to TIW
Systems, Inc. ("TIW"), a wholly-owned subsidiary of the Company, and since
June 11, 1997, as Vice President of the Company, and (ii) reflects the
annualized amount of such compensation as if he had been employed in such
capacities for the entire fiscal year. Dr. Luik actually earned and was
paid salary compensation of $84,800 from the effective date of the
Company's acquisition of TIW, June 11, 1997, until the end of the 1997
fiscal year.
(7) Includes the annual employer contributions of (i) $4,750 to TIW's qualified
401(k) Plan and (ii) $10,291 to TIW's qualified Money Purchase Pension Plan
for the benefit of Dr. Luik.
(8) Compensation reflected in the Summary Compensation Table for Mr. Stupnik
represents compensation for services as President of Gamma-f Corp., a
wholly-owned subsidiary of the Company, and, since January 1995, as Vice
President of the Company.
(9) Includes (i) nonrecurring bonus compensation of $75,000 paid in fiscal year
1995 resulting from tenure of three years with Gamma-f Corp. since its
acquisition by the Company in September 1991, and (ii) the annual employer
matching contribution of $800 to the Company's qualified Savings/Profit
Sharing plan.
-13-
<PAGE> 16
OPTION GRANTS DURING FISCAL YEAR 1997
No options to acquire shares of Common Stock or related SARs were granted
to the named executive officers of the Company during fiscal year 1997.
1997 OPTION EXERCISES AND FISCAL YEAR END HOLDINGS
The following table sets forth information with respect to options
exercised by the named executives of the Company during fiscal year 1997 and the
number and value of unexercised options and SARs held at fiscal year end.
<TABLE>
<CAPTION>
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS/SARS
OPTIONS/SARS AT FY-END(#) AT FY-END ($)(*)
------------------------- --------------------
SHARES ACQUIRED
NAME ON EXERCISE (#) VALUE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- --------------- ------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. Rex Vardeman....... -- -- 27,000 13,000 $ 348,375 $161,625
A. Don Branum......... -- -- 27,000 13,000 348,375 161,625
James D. Carter....... -- -- 23,000 12,000 291,875 147,500
Rein Luik............. -- -- -- -- -- --
Manfred Stupnik....... 5,000 $70,375 4,000 4,000 48,500 48,500
</TABLE>
- ------------------------
* THE CLOSING PRICE FOR THE COMPANY'S COMMON STOCK AS REPORTED BY THE NASDAQ
STOCK MARKET (NATIONAL MARKET SYSTEM) ON SEPTEMBER 30, 1997, WAS $24.125 PER
SHARE. THE INDICATED VALUE IS CALCULATED ON THE BASIS OF THE DIFFERENCE
BETWEEN THE OPTION EXERCISE PRICE PER SHARE AND $24.125, MULTIPLIED BY THE
NUMBER OF SHARES OF COMMON STOCK UNDERLYING EACH OPTION.
COMPENSATION OF DIRECTORS
The Company has adopted a policy whereby all Outside Directors
(non-employees) receive directors' fees of $1,000 for each meeting of the Board
of Directors attended (exclusive of telephonic meetings) and for each meeting of
a committee of the Board of Directors attended (exclusive of committee meetings
held on the same day as Board meetings). No director who is an employee of the
Company receives any fees for services as a director or member of any committee
of the Board. All directors are reimbursed for reasonable travel and
out-of-pocket expenses incurred in connection with attendance at meetings of the
Board of Directors or of committees of the Board.
In addition, the Company has adopted the Outside Directors Plan whereby
stock option grants have been made from time to time on an irregular basis to
reward director performance and to encourage those qualifying directors of the
Company who are not employees to participate in the Company's long-term success.
Pursuant to this plan, the Company has previously granted non-qualified stock
options in fiscal year 1993 to Messrs. Womble and Heitzman to purchase 5,000
shares of Common Stock each at the exercise price of $10 per share, in fiscal
year 1995 for an additional 5,000 shares of Common Stock each at an exercise
price of $12 per share, and in fiscal year 1997 for an additional 5,000 shares
of Common Stock
-14-
<PAGE> 17
each at an exercise price of $17 per share . To date, Messrs. Heitzman and
Womble have exercised their 1993 options of 5,000 shares each.
EMPLOYMENT AGREEMENTS
J. Rex Vardeman, A. Don Branum, and James D. Carter, in their
capacities as (i) Chairman of the Board, President and Chief Executive Officer,
(ii) Senior Vice President and Assistant Secretary, and (iii) Vice President and
Chief Financial Officer and Treasurer, respectively, have each executed
employment agreements with the Company. These employment agreements are each for
three-year terms which automatically renew on a daily basis.
Among other provisions, these agreements provide that, in consideration for
remaining in the employ of the Company, each officer is entitled, subject to
certain conditions, to receive benefits in the event of termination of
employment under certain circumstances, including, among other reasons, a Change
of Control of the Company. If such an officer is terminated for a reason other
than (a) his death, disability or retirement, (b) for cause, or (c) his
voluntary termination other than for good reason, such officer would be entitled
to receive from the Company, except as otherwise indicated below, a lump-sum
severance payment equal to the sum of the following payments: (i) the officer's
full base salary through the effective date of his termination at the rate then
in effect, (ii) any authorized but unreimbursed business expenses and any
vacation benefits which have accrued but are unpaid or unused as of the
effective date of termination, (iii) any accrued but unpaid annual bonus
compensation to the effective date of termination, but without accelerating the
bonus payment date, (iv) an amount equal to three times the average aggregate
direct annual compensation (salary and bonus) of the officer for the five fiscal
years of the Company ended immediately prior to the effective date of his
termination, and (v) in the event such officer is subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), resulting from any "excess parachute payment" received by such officer
as described in Section 280G(b) of the Code, an amount sufficient to ensure that
after payment of such excise tax, plus interest or penalties thereon, if any, as
the result of such "excess parachute payment," such officer will retain free and
clear of all claims, taxes, and impositions an amount equal to such excise tax,
interest and penalties, if any, imposed upon the excess payment received. In the
event that any such officer receives a parachute payment as a result of
termination of employment, such officer would be deemed to receive an "excess
parachute payment" if it equals or exceeds 300% of the officer's "base amount,"
generally the average annual compensation received by such officer over the five
most recent tax years. The "excess parachute payment" is computed as that
portion of the "parachute payment" which exceeds the "base amount."
In addition, Rein Luik, in his capacity as President of TIW Systems,
Inc. ("TIW"), a wholly-owned subsidiary of the Company, entered into an
agreement with TIW, effective as of June 11, 1997, which includes the same
provisions for a similar term as summarized above as related to his employment
in such capacity with TIW.
Certain key employees of the Company have executed proprietary
information protection agreements acknowledging that all their discoveries made
while an employee of the Company will be the property of the Company and that
they will not disclose trade secrets or other confidential information of the
Company to others.
-15-
<PAGE> 18
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General. Pursuant to rules designed to enhance disclosure of executive
compensation policies, the Company is required to provide certain data and
information regarding compensation and benefits provided to its Chief Executive
Officer and four other most highly compensated officers. The disclosure
requirements for these executive officers include the use of tables and a report
explaining the rationale and considerations which resulted in fundamental
executive compensation decisions affecting these individuals. In response to
this requirement, the Compensation Committee submits the following report for
inclusion in this Proxy Statement. The data and information included in the
various compensation tables appearing elsewhere in this Proxy Statement should
be read in conjunction with and are deemed to be a part of this report.
Named Executives. This report includes disclosure of the required
compensation information for the Company's Chief Executive Officer and its four
other most highly compensated officers (collectively, the "Named Executives")
for 1997.
Compensation Committee. Decisions on compensation of the Company's
executive officers are made by the three-member Compensation Committee comprised
of J. Rex Vardeman, Chairman, Bill R. Womble and Donald E. Heitzman, Sr.
Compensation Policies. The Company's executive compensation policies,
as endorsed by the Board of Directors, are designed to:
o Provide competitive levels of compensation which support a
pay-for-performance policy that integrates pay with
achievement of annual and long-term performance goals by the
Company as a whole and its respective subsidiaries and
divisions, rewards noteworthy corporate performance, and
recognizes individual initiative and achievements;
o Provide a comprehensive program which enhances opportunities
to achieve strategic business initiatives and facilitates the
recruitment, retention and motivation of talented executives
whose abilities are critical to the long-term success and
competitiveness of the Company; and
o Reward executives for long-term strategic management which
supports the Company's strategy of providing superior value to
its shareholders.
Target levels of overall compensation of the Named Executives are
intended to be reasonably consistent with those paid to similarly situated
executives of other employers of comparable size in the Company's industry, but
are increasingly being weighted toward programs contingent upon the performance
by the Company or its respective subsidiaries or divisions, as applicable. As a
result of the increased emphasis on tying executive compensation to corporate
performance (either of the Company as a whole or its respective subsidiaries or
divisions, as appropriate), in any particular year the Company's executives may
be paid more or less than executives of the Company's competitors, depending
upon the Company's performance or the performance of its respective subsidiaries
or divisions, as applicable. The Compensation Committee also endorses the
concept that stock ownership by management and stock-based performance
compensation arrangements are beneficial in aligning the interests of management
and shareholders in the enhancement of shareholder value. Thus, the Compensation
Committee has increasingly utilized these elements in determining the Company's
compensation benefits for its executive officers.
Compensation paid the Company's executive officers in 1997, as
reflected in the foregoing tables as to the Named Executives, consisted of base
salary and annual bonus compensation. No stock options
-16-
<PAGE> 19
were granted to any of the Named Executives under the Company's Stock Option
Plans during the 1997 fiscal year.
Relationship of Performance. The Compensation Committee's emphasis on
tying pay to performance criteria is reflected in the cash compensation paid to
the Named Executives for 1997, as a range from approximately 17.5% to
approximately 43.4% of the amounts paid to the Named Executives for 1997
(approximately 29.0% for the Chief Executive Officer) resulted from
performance-based compensation pursuant to the respective Management Incentive
Compensation Plans (the "Management Incentive Plans") for annual cash incentive
bonuses of the Company as a whole, its subsidiaries, Gamma-f Corp. and Maxtech,
Inc. (the "Subsidiaries") and its divisions, Vertex Antenna Division, Vertex
Control Systems Division and Vertex Integrated Satellite Antenna Technology
Division (the "Divisions"). The objective measures of performance that are
utilized under the Management Incentive Plans include targeted versus actual
annual net income after tax of the Company as a whole, and targeted versus
actual net pre-tax income for its respective Divisions and Subsidiaries, each
viewed separately. Subjective considerations are considered only in establishing
base salaries and, to a lesser degree, the criteria for establishing the annual
operating plan for the Company as a whole, its Divisions and its Subsidiaries,
respectively, from which annual cash bonuses are determined and in determining
the target annual bonus award of each participant pursuant to the respective
Management Incentive Plans of the Company, its Divisions and its Subsidiaries,
as applicable.
Annual Salaries. For 1997, the Compensation Committee established the
annual base salaries of four of the Named Executives (including the Chief
Executive Officer) at higher levels than those which prevailed in 1996 and the
annual base salary of one of the Named Executives remained unchanged from its
1996 level. The salary increases awarded in 1997 ranged from approximately 8.7%
to approximately 19.7% compared to the annual base salary levels paid such Named
Executives, respectively, for 1996 (an increase of approximately 19.7% for the
Chief Executive Officer). These adjustments for 1997 were warranted as to each
Named Executive who was awarded a salary increase, including the Chief Executive
Officer, based on enhanced duties and responsibilities, competitive data,
individual performance, initiative and contribution to overall corporate
performance, tenure and internal comparability considerations. Additionally, for
the three fiscal years prior to 1997, annual base salary levels of the Named
Executives had remained substantially unchanged, while the Company achieved an
increase in net income after tax of approximately 18% in fiscal year 1996
compared to fiscal year 1995. Accordingly, consistent with the Company's
executive compensation policy of tying executive compensation to performance,
the 1997 base salaries of four of the Named Executives indicated were increased
as compared to 1996 salary levels.
Annual Bonuses. The annual cash incentive bonuses payable under the
respective Management Incentive Plans to the Named Executives reported in the
Summary Compensation Table are based primarily on objective criteria and to a
lesser extent on subjective standards. Objective criteria include actual versus
target annual net income after tax of the Company as a whole, and actual versus
target annual net pre-tax income of each of the Company's Divisions and
Subsidiaries, respectively. Subjective criteria encompass factors considered (i)
in promulgating the annual operating plan and (ii) in determining the target
bonus award for each eligible participant under the applicable Management
Incentive Plan based upon the above described standards utilized in determining
annual base salaries. Target annual net income, after tax or pre-tax, as
applicable, utilized for purposes of establishing target annual cash incentive
bonuses for the year is based on the annual operating plan for the Company, its
Divisions, and its Subsidiaries, developed by management and approved by the
Board of Directors as a whole. In October 1996, the full Board of Directors,
acting upon the recommendations and with the participation of management,
established the following: (i) the parameters of the 1997 annual operating plan,
including, among other information, the financial objectives of the Company, its
Divisions, and its Subsidiaries, for such year; (ii) the percentage of net
income after tax of the Company to be available as the aggregate annual bonus
fund under the Company's Management Incentive Plan for its eligible
participants, including certain of the Named
-17-
<PAGE> 20
Executives, measured by the degree of achievement of the Company's actual net
income after tax for 1997, as compared to the target net income after tax for
such year pursuant to the annual operating plan; (iii) the percentage of pre-tax
income of its respective Divisions to be available as the aggregate bonus fund
under the Management Incentive Plan applicable to each Division for its eligible
participants, including certain of the Named Executives, measured by the degree
of achievement of each Division's actual pre-tax income for 1997, as compared to
its target pre-tax income for such year pursuant to the annual operating plan;
and (iv) the percentage of pre-tax income of its respective Subsidiaries to be
available as the aggregate annual bonus fund under the Management Incentive Plan
applicable to each Subsidiary for its eligible participants, including one of
the Named Executives, measured by the degree of achievement of each Subsidiary's
actual pre-tax income for 1997, as compared to its target pre-tax income for
such year pursuant to the annual operating plan.
In October 1996, through application of the criteria described above,
the Compensation Committee determined the target annual bonus award of each
eligible participant under the respective Management Incentive Plans, including
each Named Executive, as a percentage share of the target annual bonus fund
available under such plans, respectively, for 1997. As a result of the
performance of the Company as a whole, its Divisions, and its Subsidiaries in
1997, the Compensation Committee determined the actual 1997 cash bonus award for
each Named Executive, including the Chief Executive Officer, by applying the
objective criteria described above, which procedure was also uniformly applied
in determining the actual 1997 cash bonuses for all other officers of the
Company (including its Divisions) and its Subsidiaries. The Compensation
Committee followed the same procedure in October 1997 to determine target 1998
cash incentive bonus awards pursuant to the Management Incentive Plans.
Stock Option Grants. The Company has adopted three stock option plans
(collectively, the "Stock Plans") to provide long-term incentive compensation
for eligible participants: the Stock Option Plan for Key Employees (the "Key
Employee Plan"), the 1995 Stock Compensation Plan (the "1995 Stock Plan") and
the Qualified Employee Stock Purchase Plan (the "Stock Purchase Plan").
Generally, executive officers and other key employees of the Company (including
its Divisions) and its Subsidiaries are entitled to participate in these Stock
Plans. Stock option grants under the Key Employee Plan and the 1995 Stock Plan
provide the right to purchase shares of the Company's Common Stock at fair
market value (the average of the high and low trading prices) on the date of
grant, while stock option grants pursuant to the Stock Purchase Plan provide the
right to purchase shares of the Company's Common Stock at an exercise price
equal to the lesser of 85% of fair market value at the date of grant or 95% of
fair market value at the date of exercise of the stock option. Additionally, the
1995 Stock Plan provides that optionees may be granted stock appreciation rights
with respect to shares of Common Stock covered by related options granted under
such plan, which permit optionees to be paid the appreciation on the related
stock option in lieu of exercising such option. Each stock option granted under
the Key Employee Plan or the 1995 Stock Plan is effectively exercisable based on
an incremental vesting schedule of 20% per annum over five years; and may have a
maximum term of seven years under the Key Employee Plan or ten years pursuant to
the 1995 Stock Plan. Options granted pursuant to the Stock Purchase Plan are for
a term of 13 months and are exercisable after the expiration of one year from
date of grant. The Stock Plans are structured to encourage the retention of
shares purchased under the Stock Plans and provide long-term compensation
opportunities to participating executives and other key employees only to the
extent that shareholders of the Company have benefitted.
Option grants have been made from time to time on an infrequent basis
under the Stock Plans to reward executive performance and to encourage optionees
to participate in the Company's long-term success as measured by the value of
the Company's Common Stock. Factors considered in determining the amounts of
options include multiples of base salary (designed to create greater
opportunities commensurate with enhanced responsibilities), competitive data,
managerial abilities, and individual initiative and achievements. No stock
options were awarded to any of the Named Executives in fiscal year 1997.
-18-
<PAGE> 21
The 1997 annual compensation of J. Rex Vardeman, as reflected in
certain tables accompanying this report, was based on the policies described
above.
Respectfully submitted,
COMPENSATION COMMITTEE
of the Board of Directors
J. Rex Vardeman, Chairman
Bill R. Womble
Donald E. Heitzman, Sr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1997, the members of the Compensation Committee were
responsible for determining executive compensation and made decisions related to
stock option grants to certain officers other than executive officers. J. Rex
Vardeman, Chairman of the Board, President and Chief Executive Officer, serves
as Chairman of the Compensation Committee and participated in deliberations
concerning executive officer compensation.
No member or nominee for election as a member of the Board of Directors
or any Committee of the Board has an interlocking relationship with the board
(or member of such board) or any committee (or member of such committee) of a
board of any other company.
-19-
<PAGE> 22
STOCK PERFORMANCE INFORMATION
The following chart illustrates the percentage of change in the
cumulative total shareholder return on the Company's Common Stock during each of
the fiscal years in the five-year period ended September 30, 1997, compared with
the cumulative total returns on the Center for Research in Security Prices
("CRSP") Index for The Nasdaq Stock Market (U.S. Companies) and the CRSP Index
for Nasdaq Communications Equipment Stocks, respectively, for the same periods.
STOCK PERFORMANCE*
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
LEGEND
Index Description 9/30/92 9/30/93 9/29/94 9/30/95 9/30/96 9/30/97
----------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Vertex Communications Corporation.................... 100.0 120.5 102.3 156.8 152.3 219.3
CRSP Index for The Nasdaq Stock Market............... 100.0 131.1 132.1 182.4 216.4 297.1
CRSP Index for Nasdaq Communications Equipment Stocks 100.0 215.5 203.8 410.6 466.6 510.5
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year end, is not a trading
day, the preceding trading day is used.
D. The index level for each series was set to $100.00 on September 30, 1992.
- ---------------------------
* The comparison assumes (i) $100 was invested on September 30,1992, in the
Company's Common Stock and in each of the foregoing indices and (ii) that any
dividends paid by companies included in the comparative indices were
reinvested in additional shares of the same class of equity securities of
such companies at the frequency with which dividends were paid during the
applicable periods depicted.
-20-
<PAGE> 23
The stock performance information depicted in the preceding chart is
not necessarily indicative of future stock price performance. The chart shall
not be deemed to be incorporated by reference in any filing by the Company under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), except to the extent that the Company
specifically incorporates such information by reference.
CERTAIN TRANSACTIONS
The Board of Directors of the Company has adopted a policy that
transactions between the Company, its officers, directors, principal
shareholders, and affiliates be conducted on terms at least as favorable to the
Company as those which could be obtained from independent parties.
The Company has entered into certain indemnification agreements with
each of its directors and executive officers to provide the maximum
indemnification allowed pursuant to its articles or incorporation, bylaws and
applicable law.
SECTION 16 REQUIREMENTS
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission (the "SEC").
Such persons are required by SEC regulation promulgated pursuant to the Exchange
Act to furnish the Company with copies of all Section 16(a) report forms they
file with the SEC.
Based solely on its review of the copies of such report forms received
by it with respect to fiscal year 1997, or written representations from certain
reporting persons, the Company believes that all filing requirements applicable
to its directors, officers and persons who own more than 10% of a registered
class of the Company's equity securities have been timely complied with in
accordance with Section 16(a) of the Exchange Act.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals on matters appropriate for
shareholder action at subsequent annual meetings of the Company consistent with
Rule 14a-8 promulgated under the Exchange Act. For such proposals to be
considered for inclusion in the Proxy Statement and Proxy relating to the 1999
Annual Meeting of Shareholders, such proposals must be received by the Company
not later than August 21, 1998. Such proposals should be directed to Vertex
Communications Corporation, 2600 N. Longview Street, Kilgore, Texas 75662-6842,
Attention: Investor Relations (telephone: [903] 984-0555; telecopy: [903] 984-
2090; or via electronic mail to: [email protected]).
EXPENSES OF SOLICITATION
All costs incurred in the solicitation of Proxies for the Meeting will
be borne by the Company. In addition to the solicitation by mail, officers and
employees of the Company may solicit Proxies by telephone, telefax, or
personally, without additional compensation. The Company may also make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of solicitation materials to the beneficial
owners of shares of Common Stock held of record by such persons, and the Company
may reimburse such brokerage houses and other custodians, nominees and
fiduciaries for their out-of-pocket expenses incurred in connection therewith.
-21-
<PAGE> 24
ADDITIONAL INFORMATION AVAILABLE
UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER, THE COMPANY WILL FURNISH,
WITHOUT CHARGE, A COPY OF THE COMPANY'S 1997 ANNUAL REPORT ON FORM 10-K, AS
FILED WITH THE SEC, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO.
THE REQUEST SHOULD BE DIRECTED TO INVESTOR RELATIONS AT THE COMPANY'S OFFICES
INDICATED ABOVE.
The Company's 1997 Annual Report to Shareholders accompanies this Proxy
Statement. The Annual Report, which includes financial statements, does not form
and is not to be deemed part of this Proxy Statement.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors and
management are not aware of any other matter, other than those described herein,
which will be presented for consideration at the Meeting. Should any other
matter requiring a vote of the shareholders properly come before the Meeting or
any adjournment thereof, the enclosed Proxy confers upon the persons named in
and entitled to vote the shares represented by such Proxy discretionary
authority to vote the shares represented by such Proxy in accordance with their
best judgment in the interest of the Company on such matters. The persons named
in the enclosed Proxy also may, if it is deemed advisable, vote such Proxy to
adjourn the Meeting from time to time.
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY AT YOUR
EARLIEST CONVENIENCE IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE, IF
MAILED IN THE UNITED STATES.
By Order of the Board of Directors
/s/ JOE A. YLITALO
-----------------------------------
Joe A. Ylitalo
Secretary
Kilgore, Texas
December 19, 1997
-22-
<PAGE> 25
P VERTEX COMMUNICATIONS CORPORATION
2600 NORTH LONGVIEW STREET
R KILGORE, TEXAS 75662
O ANNUAL MEETING OF SHAREHOLDERS-- JANUARY 22, 1998
X THIS PROXY IS SOLICITED
BY THE BOARD OF DIRECTORS OF THE COMPANY
Y
THE UNDERSIGNED SHAREHOLDER(S) OF VERTEX COMMUNICATIONS CORPORATION, A
TEXAS CORPORATION (THE "COMPANY"), HEREBY APPOINTS J. REX VARDEMAN AND BILL R.
WOMBLE, AND EACH OF THEM, ATTORNEYS-IN-FACT AND PROXIES OF THE UNDERSIGNED, WITH
FULL POWER OF SUBSTITUTION, TO REPRESENT AND TO VOTE ALL SHARES OF COMMON STOCK
OF THE COMPANY WHICH THE UNDERSIGNED IS ENTITLED TO VOTE AT THE ANNUAL MEETING
OF SHAREHOLDERS OF THE COMPANY TO BE HELD AT THE ROY H. LAIRD COUNTRY CLUB, 1306
HOUSTON STREET, KILGORE, TEXAS 75662, AT 11:00 A.M., LOCAL TIME, ON THURSDAY,
JANUARY 22, 1998, AND AT ANY ADJOURNMENT THEREOF. THE ABOVE NAMED PROXIES ARE
HEREBY INSTRUCTED TO VOTE SUCH SHARES AS INDICATED ON THE REVERSE SIDE HEREOF.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED ON THE REVERSE SIDE)
<PAGE> 26
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, 3, AND 4.
1. Election of Directors
FOR all nominees WITHHOLD
listed (except as AUTHORITY
marked to the to vote for all
contrary) to the right:. nominees listed.
Director nominees:
J. Rex Vardeman, A. Don Branum, James D. Carter, Bill R. Womble, Donald E.
Heitzman, Sr., John G. Farmer, and Rein Luik
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. To approve the Non-Employee 3. To ratify the appointment of Arthur
Directors Stock Option Plan. Andersen LLP as independent public
accountants of the Company for the
fiscal year ending September 30, 1998.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
4. In their discretion, upon such
other matters as may properly
come before the meeting.
FOR AGAINST ABSTAIN
This Proxy, when properly executed, will be voted in
the manner directed by the undersigned. Please refer to
the Proxy Statement for a discussion of each of these
matters. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
EACH OF THE PROPOSALS.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. If acting as attorney, executor, trustee, or in
any other representative capacity, sign name and indicate title.
Dated: , 199
------------------------------------------------- --
--------------------------------------------------------------
Signature
--------------------------------------------------------------
Signature
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD
USING THE ENCLOSED ENVELOPE.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR
VOTES"
