SONO-TEK CORPORATION
2012 Route 9W
Milton, New York 12547
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
AUGUST 24, 2000
The 2000 Annual Meeting of Shareholders of Sono-Tek Corporation (the "Company")
will be held in the Stewart Room at the Ramada Inn, 1055 Union Avenue, Newburgh,
NY 12550 on August 24, 2000 at 10:00 A.M., local time, for the following
purposes:
1. To elect three (3) Directors of the Company to serve until the 2002
Annual Meeting of Shareholders of the Company.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending February 28, 2001.
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 July 5, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting or any adjournments 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, Milton, New York 12547 during
ordinary business hours until the meeting.
Claudine Y. Corda, Secretary
Dated: July 11, 2000
YOUR VOTE IS IMPORTANT. EVEN IF YOU DESIRE TO ABSTAIN,
PLEASE SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE PAID ENVELOPE.
<PAGE>
SONO-TEK CORPORATION
2012 Route 9W
Milton, New York 12547
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 24, 2000
The accompanying proxy is solicited by the Board of Directors of SONO-TEK
CORPORATION, a New York corporation (the "Company"), for use at the 2000 Annual
Meeting of Shareholders of the Company to be held on August 24, 2000.
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prior to the Annual Meeting, and which have not been revoked, will be voted in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 each of the individuals nominated as
Directors set forth herein, and (ii) FOR the ratification of the appointment of
Deloitte & Touche LLP as the Company's auditors for the fiscal year ending
February 28, 2001. 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 2000 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 2000 Annual Report to Shareholders are intended
to be mailed on or about July 25, 2000 to shareholders of record at the close of
business on July 5, 2000. At said record date, the Company had 8,954,855
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 2002 Annual Meeting
of Shareholders and until their successors shall be duly elected and shall
qualify.
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
2000 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
Nominees for election to term expiring 2002
The following three persons, each of whom is currently serving as a Director,
are nominated for election as Directors of the Company to hold office until the
Company's 2002 Annual Meeting of Shareholders.
James L. Kehoe, 54, has been Chairman of the Board since May 1999, Chief
Executive Officer of the Company since August 1993 and a Director of the Company
since June 1991. From 1987 until 1993, he was President and Chief Executive
Officer of Plasmaco, Inc., which he founded in 1987. Plasmaco is involved in the
development and manufacture of AC plasma flat panel displays. Prior to founding
Plasmaco, Mr. Kehoe was employed for twenty two years by International Business
Machines Corporation where he held a variety of engineering and management
positions.
Samuel Schwartz, 80, has been a Director of the Company since August 1987 and
was Chairman of the Board from February 1993 to May 1999. From 1959 to 1992 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, 46, has been a Director of the Company since September 1988.
Since January 1999 he has been a Consultant Associate with Re:Sources Connection
LLC, which provides contract accounting services. From October 1997 to December
1998, Mr. Urquhart was Director of Business Operations at The Gun Parts
Corporation, an international supplier of gun parts. Prior to his resignation in
October 1997, he was Controller of the Company from January 1988, and Treasurer
of the Company from September 1988.
DIRECTORS CONTINUING AS DIRECTOR
The following three persons named below are currently serving as Directors of
the Company. Their term expires at the 2001 Annual Meeting of Shareholders.
John J. Antretter, 37, has been a consultant to the Company since November 1998,
and a Director since February 1999. From August 1999 to December 1999, Mr.
Antretter was Acting Chief Executive Officer of S&K Products International, Inc.
From January 1996 through September 1998, Mr. Antretter was Chairman and CEO of
Technology Manufacturing & Design Inc. (TMD), an Austin, TX based contract
electronics manufacturing firm. Prior to joining TMD, he was the CEO and a
Director of Plasmaco, Inc., a developer of flat panel display systems from 1994
to 1996. Mr. Antretter has additional experience in the venture capital and
investment banking fields, and was a commercial lending officer for the Bank of
New York. Mr. Antretter received his MBA from Fordham University in 1989.
Dr. Harvey L. Berger, 61, has been a Director of the Company since June 1975. He
was President of the Company from November 1981 to September 1984 and since
September 1985. From September 1986 to September 1988, he also served as
Treasurer. He was Vice Chairman of the Company 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 Advisory Board.
Christopher L. Coccio, 59, has been a Director of the Company since June 1998.
Mr. Coccio currently has his own consulting business. From 1996 to 1998 he was a
consultant to the New York State Legislative Commission on Science and
Technology. From 1964 to 1996 he held various management positions at General
Electric Company. He received a B.S. from Stevens Institute of Technology, a
M.S. from the University of Colorado and a Ph.D. from Rensselaer Polytechnic
Institute.
Directors are presently paid no fee for their service as Directors. In May 1999,
the Company's Board of Directors adopted a program to award its non-employee
directors 10,000 stock options in consideration of each year of service to the
Company to commence with the 1999 election of Directors. In September 1999,
Christopher L. Coccio, a non-employee director, was elected to the Board of
Directors. He will receive 10,000 stock options at the completion of his first
year of service in September 2000.
The Board of Directors held eight meetings in the fiscal year ended February 29,
2000. No incumbent Director attended fewer than 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 did not meet during the fiscal year ended
February 29, 2000. The Nominating Committee will consider nominees recommended
by shareholders; no special procedure needs to be followed in submitting such
recommendation.
The Company's Board of Directors has formed an Audit Committee composed of
Messrs. Coccio, Schwartz and Urquhart, all Directors of the Company. The Audit
Committee is responsible for (i) selecting an independent public accountant for
ratification by the stockholders, (ii) reviewing material accounting items
affecting the consolidated financial statements of the Company, and (iii)
reporting its findings to the Board of Directors.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate remuneration paid or accrued by the
Company through February 29, 2000 for each named officer of the Company. No
other executive officer received aggregate remuneration that equaled or exceeded
$100,000 for the Fiscal Year ended February 29, 2000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation Compensation
Awards, Securities All Other
Name and Principal Position Year Salary ($) Bonus ($) Underlying Options (#) Compensation ($)(2)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James L. Kehoe 2000 $132,309 $38,375(1) 0 $2,088
Chief Executive Officer 1999 115,000 0 0 2,300
1998 102,000 0 200,000 1,244
<FN>
(1) Consists of 100,000 shares of the Company's common stock at $0.24 per share
and 47,917 shares of the Company's common stock at $0.30 per share.
(2) Dollar amounts are Company contributions under the SARSEP described below.
</FN>
</TABLE>
STOCK OPTION PLAN
The Company has in effect the 1993 Stock Incentive Plan, as amended (the "1993
Plan"). As of June 26, 2000 there were outstanding options to purchase an
aggregate of 1,017,624 shares of common stock at prices ranging from $.24 to
$1.50 per share and 475,814 shares were reserved for option grants. During the
last fiscal year, no grants of stock options were made to the executive officer
named in the Summary Compensation Table.
Shown below is information with respect to exercises of stock options during the
last completed fiscal year by the executive officer named in the Summary
Compensation Table and the fiscal year-end value of unexercised options.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options In-the Money Options
Shares at Fiscal Year End (#) At Fiscal Year End ($)
Acquire on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James L. Kehoe 0 0 540,000 0 $179,200 0
</TABLE>
Description of Simplified Employee Pension Plan
The Company maintained a Simplified Employee Pension Plan including a Salary
Reduction option ("SARSEP") for employees of the Company pursuant to the
Internal Revenue Code through December 1999. Under the SARSEP plan an eligible
employee could elect to make a salary reduction of up to 15% of his compensation
as defined in the plan, with the Company making a contribution currently equal
to 2% of the employee's compensation. Employee contributions for any calendar
year are limited to a specific dollar amount that is indexed to reflect
inflation.
Effective April 1, 2000, the Company instituted the Sono-Tek Corporation 401(k)
Plan ("401(k) Plan") for employees of the Company, its subsidiaries and
affiliates pursuant to the Internal Revenue Code. Under the 401(k) Plan an
eligible employee could elect to make a salary reduction of up to 20% of his
compensation as defined in the plan, with the Company making a contribution
currently equal to a maximum of 3% of the employee's compensation, depending
upon a matching formula. Employee contributions for any calendar year are
limited to a specific dollar amount that is indexed to reflect inflation.
Board Report on Executive Compensation
The compensation of the executive officers of the Company is set by the
Company's Board of Directors based upon the recommendations of the Compensation
Committee which is composed of Messrs. Coccio, Schwartz and Urquhart, all
Directors of the Company. The Compensation Committee met twice during Fiscal
Year 2000. Compensation is set at levels believed to be competitive with
executive officers with similar qualifications, experience and responsibilities
of similar businesses. Such individuals receive a base salary and incentive
compensation based on the achievement of certain operating objectives. During
Fiscal Year 2000, Mr. Kehoe received a stock grant of 100,000 shares of the
Company's Common Stock at the time of the SCS acquisition. Also at this time,
Mr. Kehoe agreed to convert accrued bonuses earned in Fiscal Years 1994 and 1996
to the Company's Common Stock, and received 47,917 shares. The Compensation
Committee serves an advisory function only. See Compensation Committee
Interlocks and Insider Participation.
BOARD OF DIRECTORS:
John J. Antretter James L. Kehoe
Harvey L. Berger Samuel Schwartz
Christopher L. Coccio J. Duncan Urquhart
Compensation Committee Interlocks and Insider Participation
The Company's Board of Directors has a Compensation Committee composed of
Messrs. Coccio, Schwartz and Urquhart, all Directors of the Company. However,
the Compensation Committee serves an advisory function only. All decisions
regarding compensation are made by the full Board of Directors, including Dr.
Berger and Mr. Kehoe who could participate in decisions regarding the
compensation of the Company's executive officers, including their own.
Performance Graph
The graph below compares five-year cumulative total return for a shareholder
investing $100 in the Company on
February 28, 1995, 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.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1995 1996 1997 1998 1999 2000
--------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
S&P 500 INDEX o $100 $135 $170 $229 $275 $307
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Manufacturing (DIVERS)-500 |X| $100 $144 $190 $233 $255 $287
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Sono-Tek Corporation o $100 $86 $43 $115 $38 $442
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Beneficial Ownership of Shares
The following information is furnished as of June 26, 2000 to indicate
beneficial ownership of the Company's Common Stock by each Director and nominee,
by each named executive officer who has a salary and bonus in excess of
$100,000, 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.
<TABLE>
<CAPTION>
Name (and address if Amount
more than 5%) of Beneficially
Beneficial owner Owned Percent
Directors
<S> <C> <C>
*John J. Antretter 420,000(1) 4.6%
*Harvey L. Berger 366,700(2) 4.1%
*Christopher L. Coccio 40,000 **
*James L. Kehoe 731,317(3) 7.8%
*Samuel Schwartz 977,083(4) 10.7%
*J. Duncan Urquhart 10,000(5) **
All Executive Officers and Directors as a Group 2,545,100(6) 25.5%
Additional 5% owners
Herbert Spiegel 513,692 5.8%
425 East 58th Street
New York, NY 10022
Norwood Venture Corporation
1430 Broadway
New York, NY 10018 1,100,000(7) 11.0%
<FN>
*c/o Sono-Tek Corporation, 2012 Route 9W, Bldg. 3, Milton, NY 12547.
** Less than 1%
(1) Includes 50,000 shares in the name of Mr. Antretter's wife, options to
purchase 20,000 shares under the 1993 Plan and 200,000 warrants deemed
exercisable awarded by the Board of Directors in August 199.
(2) Includes 4,000 shares in the name of Dr. Berger's wife and 45,000 options
deemed exercisable issued under the 1993 Plan.
(3) Includes 240,000 options deemed exercisable issued under the 1993 Plan, plus
300,000 warrants deemed exercisable awarded by the Board of Directors in May
1999.
(4) Includes 300,000 warrants deemed exercisable awarded by the Board of
Directors in May 1999.
(5) Includes 10,000 options deemed exercisable granted in May 1999 under the
1993 Plan.
(6) Includes315,000 options deemed exercisable issued under the 1993 Plan,
600,000 warrants deemed exercisable awarded by the Board of Directors in May
1999, and 200,000 warrants deemed exercisable awarded by the Board of Directors
in August 1999.
(7) Includes 1,100,000 warrants deemed exercisable issued on September 30, 1999
in conjunction with a loan made to the Company.
</FN>
</TABLE>
Certain Transactions
As of June 9, 2000, the Company renamed its wholly owned subsidiary S&K Products
International, Inc. ("S&K") to Sono-Tek Cleaning Systems, Inc. ("SCS").
Short term loans - From time to time the Company has required short-term loans
to meet its payment obligations. These loans, which are payable on demand, have
been provided by Messrs. Schwartz and Kehoe, and Kathleen Martin, an officer of
the Company, at an interest rate of prime plus 2% computed at the time of the
loan. The interest rate on such short term loans range from 9.75% to 10.75% at
February 29, 2000. As of February 29, 2000 and February 28, 1999 the amount of
these loans outstanding was $239,084 and $88,000, respectively. During Fiscal
Year 2000 a total of $247,000 was loaned by these individuals to the Company. Of
this amount, $50,000 was repaid in Fiscal Year 2000 and $126,000 was repaid
subsequent to year end. An additional $51,051, of which $5,135 was accrued
interest, was used, in a non-cash transaction, to exercise warrants to purchase
78,540 shares of the Company's common stock. Interest expense for the twelve
month period ended February 29, 2000 and February 28, 1999 was $17,989 and
$1,320, respectively. Accrued interest was $13,165 and $1,320 at February 29,
2000 and February 28, 1999, respectively.
As an acknowledgement of the loans, 300,000 warrants were issued each to Messrs.
Schwartz and Kehoe in Fiscal Year 2000. Each warrant expires May 12, 2004 and
has an exercise price of $0.30 per share. The Company recognized a non-cash
interest charge of $102,626 based on the fair market value of the warrants
granted. Subsequent to the Fiscal Year end, warrants were issued to Ms. Martin
in acknowledgment of short term loans granted to the Company in Fiscal Year
2000. One warrant is to purchase 25,000 shares of the Company's common stock at
$0.50 per share, the other warrant is to purchase 25,000 shares of the Company's
common stock at $1.00 per share. Both warrants expire March 3, 2005.
Subordinated convertible loans- Two convertible subordinated notes issued to the
shareholders of SCS or members of their immediate family, for an aggregate
principal amount of $150,000 were assumed by the Company on August 3, 1999, the
date of the SCS acquisition (the "SCS Notes"). The SCS Notes are subordinate to
the long-term debt with SCS's bank and the Company's bank. The SCS Notes are
payable August 3, 2002 with interest accruing at a rate of 6% per annum. The
unpaid principal balance on the SCS Notes is convertible into Common Stock at
$1.00 per share. If the Company's Common Stock trades at a value equal to or
greater than $2.00 per share for thirty consecutive trading days, the unpaid
principal balance shall automatically convert to Common Stock. Interest expense
for the twelve month period and three month period ended February 29, 2000 was
$5,250 and $2,225, respectively. Accrued interest was $5,250 at February 29,
2000. Kevin Schumacher, whose family members hold these notes, was a director of
the Company from August 3,1999 until June 14, 2000, on which date he resigned.
On May 5, 1999, the Company commenced the Private Placement of 1,666,667 shares
of its Common Stock for $500,000. During Fiscal Year 2000, the Company completed
the Private Placement. Of the total shares sold, 388,333 were purchased by
directors and officers of the Company. The gross proceeds from the Private
Placement were used to pay certain cost associated with the acquisition of SCS
and for general working capital purposes.
At the time of the acquisition of SCS, two stock grants for a total of 250,000
shares of the Company's Common Stock, valued at $0.30 per share, were made to
two directors of the Company, and a warrant to purchase 200,000 shares of the
Company's common stock was issued to a non-employee director of the Company, as
an acknowledgment of their services in consummating the acquisition. The warrant
has an exercise price of $0.30 per share and expires in five years. The value of
the stock issued to the non-employee director and the warrants granted were
accounted for as additional purchase price. An additional 5,000 warrants were
issued to a consultant of the Company for services rendered in the Private
Placement.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company is not aware that any reports required by Section 16(a) were not
filed on a timely basis.
ITEM 2. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP, Certified Public
Accountants, to audit the books of account and other records of the Company for
the fiscal year ending February 28, 2001. Said firm served in this capacity for
the fiscal year ended February 29, 2000. In the event of a negative vote, the
Board of Directors will reconsider its election. A representative of Deloitte &
Touche LLP is 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 DELOITTE & TOUCHE LLP.
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 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.
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 Shareholders Proposals
Proposals of shareholders intended to be presented at the next annual meeting
(expected to be held in August 2001) under SEC Rule 14a-8 must be received by
the Company for inclusion in the Company's proxy statement and form of proxy
relating to that meeting (expected to be mailed in mid-July 2001) not later than
March 13, 2001.
Notice of shareholder matters intended to be submitted at the next annual
meeting outside the processes of Rule 14a-8 will be considered untimely if not
received by the Company by June 11, 2001. The discretionary authority described
above with respect to other matters coming before the meeting will be conferred
with respect to any such untimely matters.
July 11, 2000
<PAGE>
FORM OF PROXY CARD
FOR all nominees WITHHOLD AUTHORITY
listed at right to vote for all
(except 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)
2. Ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors.
FOR AGAINST ABSTAIN
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 and 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 11, 2000.
SIGNATURE(S): __________________________ Date: ___________
(Signature)
SIGNATURE(S): __________________________ Date: ___________
(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 other authorized
officer. If a partnership, please sign in partnership name by authorized person.
<PAGE>
SONO-TEK CORPORATION
2012 Route 9W, Milton, New York 12547
This Proxy is solicited on behalf of the Board of Directors
The undersigned shareholder(s) of Sono-Tek Corporation, a corporation under the
laws of the State of New York, hereby appoints James L. Kehoe 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 Stewart Room at the Ramada Inn, 1055 Union
Avenue, Newburgh, New York 12550, at 10:00 A.M., New York time, on August 24,
2000, or any adjournment thereof. The Board of Directors recommends a vote FOR
the proposals on the reverse side.
IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE
