SONO-TEK CORPORATION
2012 Route 9W, Bldg. 3
Milton, New York 12547
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
AUGUST 16, 1996
The 1996 Annual Meeting of Shareholders of Sono-Tek Corporation ( the "Company")
will be held in the Crystal Room at the Ramada Inn, 1055 Union Avenue, Newburgh,
NY 12550 on August 16, 1996 at 9:00 A.M., local time, for the following
purposes:
1. To elect three (3) directors of the Company to serve for the term
set forth in the accompanying Proxy Statement and until their
successors are duly elected and qualified.
2. To ratify the appointment of Anchin, Block & Anchin as the
Company's independent auditors for the fiscal year ending
February 28, 1997.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on June 27, 1996 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting or any adjounments thereof. A list of shareholders
entitled to vote will be available for examination by interested shareholders at
the offices of the Company, 2012 Route 9W, Bldg. 3, Milton, New York 12547
during ordinary business hours until the meeting.
Joy DeNitto, Secretary
Dated: July 17, 1996
YOUR VOTE IS IMPORTANT. EVEN IF YOU DESIRE TO ABSTAIN,
PLEASE SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE PAID ENVELOPE.
1
<PAGE>
SONO-TEK CORPORATION
2012 Route 9W, Bldg. 3
Milton, New York 12547
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 16, 1996
The accompanying proxy is solicited by the Board of Directors of SONO-TEK
CORPORATION, a New York corporation (the "Company"), for use at the 1996 Annual
Meeting of Shareholders of the Company to be held on August 16, 1996.
All Proxies that are properly completed, signed and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted in
accordance with the shareholder's instructions contained in such Proxy. In the
absence of contrary instructions, shares represented by such proxy will be voted
(i) FOR approval of the election of the nominees set forth herein, and (ii) FOR
the ratification of the appointment of Anchin, Block & Anchin as the Company's
auditors for the fiscal year ending February 28, 1997. A shareholder may revoke
his or her Proxy at any time before it is exercised by filing with the Secretary
of the Company at its offices in Milton, New York either a written notice of
revocation or a duly executed Proxy bearing a later date, or by appearing in
person at the 1996 Annual Meeting and expressing a desire to vote his or her
shares in person. All costs of this solicitation are to be borne by the Company.
Abstentions will be treated as shares present and entitled to vote for quorum
purposes but as not voted for purposes of determining the approval of any
matters submitted to the shareholders for a vote. Except as otherwise provided
by law or by the Company's certificate of incorporation or bylaws, abstentions
will not be counted in determining whether a matter has received a majority of
votes cast. If a broker indicates on the proxy that it does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to that matter. Broker non-votes are not counted for quorum purposes.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders, the Proxy, and the 1996 Annual Report to Shareholders are intended
to be mailed on or about July 17, 1996 to shareholders of record at the close of
business on June 27, 1996. At said record date, the Company had 4,204,913
outstanding shares of common stock.
ITEM 1. ELECTION OF DIRECTORS
-----------------------------
The Board of Directors is divided into two classes. The directors in each class
are to serve for a term of two years, and until their respective successors are
duly elected and qualify. Three (3) directors will be elected at the Annual
Meeting by plurality vote to hold office until the Company's 1998 Annual Meeting
of Shareholders and until their successors shall be duly elected and shall
qualify.
2
<PAGE>
Management intends to vote the accompanying Proxy FOR election as directors of
the Company, the nominees named below, unless the Proxy contains contrary
instructions. Proxies that direct the Proxy holders to withhold voting in the
matter of electing directors will not be voted as set forth above. Proxies
cannot be voted for a greater number of persons than the number of nominees
named in the Proxy Statement. On all matters that may properly come before the
1996 Annual Meeting, each share has one vote. Management has no reason to
believe that any of the nominees will not be a candidate or will be unable to
serve. However, in the event that any of the nominees should become unable or
unwilling to serve as a director, the Proxy will be voted for the election of
such person or persons as shall be designated by the directors.
NOMINEES FOR DIRECTORS
- ----------------------
The following three persons, all of whom are currently serving as directors, are
nominated for election as directors of the Company to hold office until the
Company's 1998 Annual Meeting of Shareholders.
Samuel Schwartz, 76, has been a Director of the Company since August 1987 and
Chairman of the Board since February, 1993. From 1959 to 1993 he was the
Chairman and CEO of Krystinel Corporation, a manufacturer of ceramic magnetic
components used in electronic circuitry. He received a B.Ch.E from Rensselaer
Polytechnic Institute in 1941 and a M.Ch.E from New York University in 1948.
J. Duncan Urquhart, 42, has been the Controller of the Company since January
1988 and Treasurer of the Company since September 1988. From 1976 to 1987, Mr.
Urquhart was employed by Standex International Corporation, a multinational
Fortune 600 company. In 1978 Standex acquired James Burn International, a
manufacturer of specialized products and machinery for the bookbinding industry
where Mr. Urquhart served as Chief Accountant, Assistant Controller and, from
1985 through 1987, as Controller. Mr. Urquhart has been a Director of the
Company since September 1988.
James L. Kehoe, 49, has been a Director of the Company since June 1991 and Chief
Executive Officer of the Company since August 1993. Prior to that, he was
President and Chief Executive Officer of Plasmaco, Inc., which he founded in
1987 and remained as President and CEO until July 1993. Plasmaco is involved in
the development and manufacture of AC plasma flat panel displays. Mr. Kehoe is a
director of Mid-Hudson Pattern for Progress, and Chairman of the Hudson Valley
Technology Development Corporation. Prior to founding Plasmaco, Mr. Kehoe was
employed for twenty-two years by International Business Machines Corp. ("IBM")
where he held a variety of engineering and management positions.
DIRECTORS CONTINUING AS DIRECTORS
- ---------------------------------
The persons named below are currently serving as directors of the Company. Their
terms expire at the 1997 Annual Meeting of Shareholders.
Dr. Harvey L. Berger, 57, has been a Director of the Company since June 1975. He
was President of the Company from November 1981 to September 1984. He has again
been President of the Company since September 1985. From September 1986 to
September 1988, he also served as Treasurer. He was vice chairman of the Company
3
<PAGE>
from March 1981 to September 1985. He holds a Ph. D. in Physics from Rensselaer
Polytechnic Institute and is a member of the Marist College Community Advisory
Board.
Stephen E. Globus, 49, is Chairman and a Director of Globus Growth Group, Inc. a
New York City based venture capital firm. Mr. Globus is on the Board of
Directors of Tinsley Laboratories of Richmond, California. He is also a General
Partner of Tsai Globus Bio Ventures, a venture capital firm specializing in
Health Care Sciences.
Directors are presently paid no fee for their service as Directors. The Board of
Directors held five meetings in the fiscal year ended February 29, 1996. Each of
the Directors attended at least 75% of the aggregate of meetings of the Board
and committee meetings of which he was a member.
The Board of Directors has a nominating committee to research and determine
candidates for nomination as directors of the Company (the "Nominating
Committee"). The Nominating Committee presently consists of Messrs. Schwartz and
Urquhart. The Nominating Committee held one meeting in the fiscal year ended
February 29, 1996. The Nominating Committee will consider nominees recommended
by shareholders; no special procedure needs to be followed in submitting such
recommendation.
The Company has no Audit Committee or Compensation Committee.
EXECUTIVE COMPENSATION
- ----------------------
The following table sets forth the aggregate remuneration paid or accrued by the
Company through February 29, 1996 for the Chief Executive Officer of the
Company. No other executive officer received aggregate remuneration that equaled
or exceeded $100,000 for the fiscal year ended February 29, 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
--------------------------
<CAPTION>
Annual Compensation Long Term
------------------------------------------ Compensation
Other Annual Awards, Securities
Name and Principal Position Year Salary ($) Bonus ($) Comp. ($) Underlying Options (#)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James L. Kehoe 1996 $85,000 $5,625 $0 10,000(2)
Chief Executive Officer
1995 $85,000 $ 0 $0 60,000
1994(1) $36,056 $8,750 $0 0
(1) Mr. Kehoe was employed by the Company on August 16, 1993.
(2) Under the terms of an employment agreement between the Company and Mr. Kehoe
dated August 16, 1993, whereby Mr. Kehoe is entitled to receive options to
purchase 10,000 shares of the Company's Common stock for each year the Company
is profitable. These options were earned in fiscal 1996 and were granted by the
Board of Directors at on June 3, 1996.
</TABLE>
4
<PAGE>
EMPLOYMENT AND CONSULTING ARRANGEMENTS
- ---------------------------------------
Under the terms of an Employment Agreement dated October 23, 1983, as amended,
Dr. Harvey L. Berger was to receive an annual salary of $100,000 plus incentive
compensation equal to 3% of the Company's pretax profits in excess of $500,000.
In October 1993, the Company entered into an agreement with Dr. Berger whereby
his employment agreement, as amended, which would have expired on December 31,
1995, was substantially replaced with a letter agreement. The new letter
agreement provided for an annual salary of $77,500 and incentive compensation of
up to $10,000 based upon the Company's quarterly and annual profit performance.
This annual salary and incentive compensation will be reviewed annually. In
addition, a grant of options to purchase 150,000 shares of the Company's Common
Stock at a purchase price of $2.75 per share, pursuant to the Company's 1983
Incentive Stock Option Plan (the "1983 Plan") survived the original employment
agreement. 100,000 of such options were to expire on December 31, 1995, and the
remaining 50,000 options were to expire on January 14, 1997. However Dr. Berger
agreed that, upon shareholder approval of a new Stock Incentive Plan, he would
cancel these 150,000 options and would receive 50,000 options under the new
plan. Pursuant to this agreement, in January 1995, Dr. Berger was granted 50,000
options under the 1993 Stock Incentive Plan, (the "1993 Plan"), at a purchase
price of $.38 per share and the options under the 1983 plan were canceled.
Options under the 1993 Plan expire in January 2005.
Under the terms of an Employment Agreement dated as of August 16, 1993, James L.
Kehoe is eligible to receive, subject to the performance of the Company,
compensation at an annual rate of $90,626, $115,000, and $155,000 for Fiscal
1994, 1995, and 1996. This salary consists of $77,500, $85,000, and $115,000 in
base salary plus $13,126, $30,000, and $40,000 in bonus payments based on the
quarterly and annual profitability of the Company. In addition, the Company
agreed, subject to the approval of the 1993 Plan by Shareholders, to grant Mr.
Kehoe options to purchase 50,000 shares of Common Stock of the Company upon
joining the Company, and options to purchase an additional 10,000 shares per
year if the Company is profitable for the Fiscal 1994, 1995, and 1996 periods.
Pursuant to this agreement, in January 1995, Mr. Kehoe was granted 60,000
options under the 1993 Plan at a purchase price of $.38 per share and in June
1966 Mr. Kehoe was granted 10,000 options at $.82 per share on June 3, 1996. Mr.
Kehoe's employment as the CEO of the Company is at the discretion of the
Company's board of directors.
Under the terms of an Employment Agreement dated as of August 27, 1993, J.
Duncan Urquhart receives an annual salary of $52,700 and incentive compensation
of up to $7,000 based upon the Company's quarterly and annual profit
performance. This annual salary and incentive compensation is to be reviewed
annually. In addition, the Company agreed, subject to the approval of the 1993
Plan by Shareholders, to grant Mr. Urquhart options to purchase 25,000 shares of
Common Stock of the Company. Pursuant to this agreement, in January 1995, Mr.
Urquhart was granted 25,000 options under the 1993 Stock Incentive Plan, at a
purchase price of $.38 per share. Options under the 1993 Plan expire in January
2005.
Under the terms of a Consulting Agreement dated as of March 1, 1993, Samuel
Schwartz received consulting compensation totaling $26,000 per year. Mr.
Schwartz's compensation as a consultant is at the discretion of the Company's
Board of Directors. The Board of Directors and Mr. Schwartz agreed to terminate
the Consulting Agreement effective February 29, 1996.
5
<PAGE>
Stock Option Plans
- ------------------
On November 2, 1983, the shareholders of the Company adopted the 1983 Plan. An
aggregate of 1,000,000 shares of Common Stock was reserved for issuance pursuant
to the Plan, as amended. The 1983 Plan expired by its terms on May 22, 1993.
During fiscal 1996 all of the outstanding options under the 1983 Plan were
cancelled.
On September 19, 1994 the shareholders of the Company adopted the 1993 Plan. An
aggregate of 750,000 shares of common Stock was reserved for issuance pursuant
to the 1993 Plan. As of May 17, 1996 there were outstanding options to purchase
an aggregate of 301,000 shares of common stock at $.38 per share.
Shown below is information with respect to individual grants of stock options
made during the last completed fiscal year to the executive officer named in the
Summary Compensation Table.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
<CAPTION>
Individual Grants Potential realizable value at
assumed annual rates of
stock price appreciation
for option term(1)
- ------------------------------------------------------------------------------------------------------------------
Number of Percent of Exercise
securities total options or Expiration
Name underlying granted base price date(2) 5% ($) 10% ($)
options to employees ($/Sh)
granted (#) in fiscal year
<S> <C> <C> <C> <C> <C> <C> <C>
James L. Kehoe 10,000(3) 16% $.82 6/2/06 $8,610 $9,020
(1) The assumed annual rates of stock price appreciation of 5% and 10% are set
by Securities and Exchange Commission rules, and are not intended as a forecast
of possible future appreciation in stock prices.
(2) These shares become exercisable as to 45% after one year, an additional 35%
after two years, and the remaining 20% after the third year.
(3) These options were earned in fiscal 1996 and were granted by the Board of
Directors on June 3, 1996.
</TABLE>
6
<PAGE>
Shown below is information with respect to exercises of stock options during the
last completed fiscal year by the executive officer named in the Summary
Compensation Table and the fiscal year-end value of unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
------------------------------------------------------------------------
Number of
securities Value of
underlying unexercised
unexercised in-the-money
options at options at
fiscal year-end fiscal year-end
(#) ($)
-------------------------------------
Shares Value Exercisable/ Exercisable
Name acquired on realized ($) unexercisable unexercisable
James L. Kehoe 0 0 54,500 / 15,500(1) 30,656 / 3,094
(1) Includes 10,000 options earned in fiscal 1996 and granted by the Board of
Directors on June 3, 1996.
Board Report on Executive Compensation
- --------------------------------------
The compensation of the executive officers of the Company is set by the Board of
Directors upon recommendation of the Chairman, Samuel Schwartz, at levels
competitive with executive officers with comparable qualifications, experience
and responsibilities at other similar businesses. Such individuals receive a
base salary, and incentive compensation based on the achievement of certain
operating objectives.
BOARD OF DIRECTORS:
Harvey L. Berger
James L. Kehoe
Stephen E. Globus
Samuel Schwartz
J. Duncan Urquhart
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The Board of Directors does not have a Compensation Committee. Accordingly the
entire Board of Directors determined executive compensation during the fiscal
7
<PAGE>
year ended February 29, 1996. All of the Directors of the Company, including Mr.
Schwartz, except Mr. Globus, were executive officers of the Company.
Performance Graph
- -----------------
The table below compares five-year cumulative total return for a shareholder
investing $100 in the Company on February 28, 1991, with the Standard & Poor's
500 Composite Index, a performance indicator of the overall stock market, and
the Standard & Poor's index of Manufacturing Diversified Industrials, an index
of the Company's peer groups, assuming reinvestment of all dividends.
COMPARISON OF FIVE YEAR CUMULATIVE
RETURN AMONG SONO-TEK CORP S&P 500 INDEX
AND S&P MANUFACTURING DIVERSIFIED INDUSTRIALS INDEX
S&P Manufacturing
Sono-Tek S&P Diversified Industrials
Measurement Period Corporation 500 Index Index
- ------------------ ----------- --------- -----------------------
Measurement Pt-02/28/91 $100 $100 $100
FYE 02/29/92 $170 $116 $112
FYE 02/28/93 $ 95 $128 $121
FYE 02/28/94 $ 45 $139 $148
FYE 02/28/95 $ 55 $149 $157
FYE 02/29/96 $ 48 $201 $227
Beneficial Ownership of Shares
- ------------------------------
The following information is furnished as of May 17, 1996 to indicate beneficial
ownership of the Company's Common Stock by each director and nominee, by all
directors and executive officers as a group and by each person known to the
Company to be the beneficial owner of more than 5% of the Company's outstanding
Common Stock. Such information has been furnished to the Company by the
indicated owners. Unless otherwise indicated, the named person has sole voting
and investment power.
8
<PAGE>
Name (and address if Amount
more than 5%) of Beneficially
Beneficial owner Owned Percent
---------------- ----- -------
**Harvey L. Berger 344,200(1) 8.1%
**James L. Kehoe 82,800(2) 1.9%
**Samuel Schwartz 291,066(3) 6.8%
**J. Duncan Urquhart 11,250(4) *
Stephen E. Globus None --
All Executive Officers and
Directors as a Group 729,316(5) 17.0%
- --------------------------------------------------------------------------------
Amount
Beneficially
Additional 5% owners: Owned Percent
- --------------------- ----- -------
Carl Levine 317,500(6) 7.6%
54 West 74th Street
New York, NY 10023
Herbert Spiegel 259,487(7) 6.0%
425 East 58th Street
New York, NY 10032
* Less than 1%
**c/o Sono-Tek Corporation, 2012 Route 9W, #3, Milton, NY 12547.
(1) Includes 4,000 shares in the name of Dr. Berger's wife and includes options
to purchase 22,500 shares under the 1993 Plan
(2) Includes options to purchase 54,500 shares under the 1993 Plan.
(3) Assumes the conversion of a 4-year convertible secured subordinated
promissory note in the principal sum of $50,000 into 71,400 shares of Common
Stock but does not assume the exercise of a warrant Mr. Schwartz would receive
upon said conversion, which warrant would be exercisable at $1.50 per share for
an additional 71,400 shares of Common Stock. The note was part of an aggregate
of $530,000 of said notes sold by the Company in November 1993 in a private
placement with accredited investors.
(4) Includes options to purchase 11,250 shares under the 1993 Plan.
(5) Assumes the conversion of 4-year convertible subordinated promissory notes
into an aggregate of 71,400 shares and includes options to purchase 88,250
shares under the 1993 Plan.
(6) Includes 5,500 shares in the name of Mr. Levine's wife.
(7) Assumes the conversion of a 4-year convertible secured subordinated
promissory note in the principal sum of $65,000 into 92,820 shares of Common
Stock as discussed in footnote 3 above.
9
<PAGE>
Certain Transactions
- --------------------
The Company's Poughkeepsie, New York premises were leased from a partnership
owned by Carl Levine, a significant shareholder, and his brothers. The original
lease, which was scheduled to expire in October 1994, provided for an annual
rental of $64,700, plus real estate tax escalations. In October, 1992, the
payment terms of this lease were modified to provide for reduced monthly payment
of $4,000 per month for the remaining 25 months of the lease in exchange for
36,000 shares of restricted Sono-Tek Common Stock. This stock was valued at
$28,800 and was charged to operations during the year ended February 28, 1994.
Rent expense under this lease was approximately $27,000 and $64,000 for the
years ended February 28, 1994 and 1993, respectively, and $85,000 for the year
ended February 29, 1992. In August of 1993, the Company terminated this lease.
Upon termination of the lease, the Company agreed to a payment of $89,780
(including past due rents) $60,000 to be paid in installments, including
interest, over 36 months beginning in May of 1994.
ITEM 2. RATIFICATION OF APPOINTMENT OF AUDITORS
-----------------------------------------------
The Board of Directors has appointed Anchin, Block & Anchin, Certified Public
Accountants, to audit the books of account and other records of the Company for
the fiscal year ending February 28, 1997. Said firm has served in this capacity
since Fiscal Year ended February 28, 1994. In the event of a negative vote, the
Board of Directors will reconsider its election. Representatives of Anchin,
Block & Anchin are expected to be present at the Annual Meeting to respond to
appropriate questions from shareholders and to make a statement if they desire
to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ANCHIN, BLOCK AND ANCHIN.
ITEM 3. OTHER MATTERS
---------------------
The Board of Directors is not aware of any business to be presented at the
Annual Meeting except the matters set forth in the Notice and described in this
Proxy Statement. Unless otherwise directed, all shares represented by Board of
Directors' Proxies will be voted in favor of the proposals of the Board of
Directors described in this Proxy Statement. If any other matters come before
the Annual Meeting, the persons named in the accompanying Proxy will vote on
those matters according to their best judgment.
10
<PAGE>
Expenses
- --------
The entire cost of preparing, assembling, printing and mailing this Proxy
Statement, the enclosed Proxy and other materials, and the cost of soliciting
Proxies with respect to the Annual Meeting will be borne by the Company. The
Company will request banks and brokers to solicit their customers who
beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expense of
such solicitations. The original solicitation of Proxies by mail may be
supplemented by telephone and facsimile by officers and other regular employees
of the Company but no additional compensation will be paid to such individuals.
Future Shareholder Proposals
- ----------------------------
The Company must receive at its offices any proposal which a shareholder wishes
to submit to the 1997 annual meeting of shareholders before March 19, 1997, if
the proposal is to be considered by the Board of Directors for inclusion in the
proxy material for that meeting.
July 17, 1996
11
<PAGE>
FORM OF PROXY CARD
- --------------------------------------------------------------------------------
FOR all nominees WITHHOLD AUTHORITY
listed at right (except to vote for all
as marked) nominees listed at right
Nominees:
1.The election of three (3) James L. Kehoe
directors of the Company. Samuel Schwartz
J. Duncan Urquhart
(INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the nominee's
name in the list to the right)
FOR AGAINST ABSTAIN
2.Ratify the appointment of Anchin, Block & Anchin
as the Company's independent auditors.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting. This proxy, when properly executed,
will be voted in the manner directed herein by the undersigned shareholder.
If no direction is made, this proxy will be voted FOR Proposals 1 & 2.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
Your signature on this proxy is your acknowledgment of receipt of the Notice of
Meeting and Proxy Statement, both dated July 17, 1996.
SIGNATURE(S): _____________ Date: _____ SIGNATURE(S): ____________ Date: _____
(Signature) (Signature if held jointly)
NOTE: Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give title as such. If stockholder is a
corporation, please sign in full corporate name by President or the authorized
officer. If a partnership, please sign in partnership name by authorized person.
- --------------------------------------------------------------------------------
SONO-TEK CORPORATION
2012 Route 9W, Bldg. 3, Milton, New York, 12547
This Proxy is solicited on behalf of the Board of Directors
12
<PAGE>
The undersigned shareholder(s) of Sono-Tek Corporation, a corporation under the
laws of the State of New York, hereby appoints Samuel Schwartz and J. Duncan
Urquhart as my (our) proxies, each with the power to appoint a substitute, and
hereby authorizes them, and each of them individually, to represent and to vote,
as designated on the reverse, all of the shares of Sono-Tek Corporation, which
the undersigned is or may be entitled to vote at the Annual Meeting of
Shareholders to be held in the Crystal Room at the Ramada Inn, 1055 Union
Avenue, Newburgh, New York 12550, at 9:00 A.M., New York time, on August 16,
1996, or any adjournment thereof. The Board of Directors recommends a vote FOR
the following proposals.
IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE
- --------------------------------------------------------------------------------
13
<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-12
Sono-Tek 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 ] $125 per Exchange Act Rules 0.11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(s)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------
14
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------
Notes:
15
