SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __________)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Astronics Corporation
(Name of Registrant as Specified in Its Charter)
__________________________________________________________________________
(Name of Persons(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $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 14(a)-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
__________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1/
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
_________________
1/ Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
__________________________________________________________________________
(2) Form, schedule or registration statement no.:
__________________________________________________________________________
(3) Filing party:
__________________________________________________________________________
(4) Date filed:
__________________________________________________________________________
<PAGE>
ASTRONICS CORPORATION
1801 Elmwood Avenue, Buffalo, New York 14207
Dear Fellow Shareholders:
It is my pleasure to invite you to attend the 1996
Annual Meeting of Shareholders to be held at the Orchard Park
County Club, S-4777 South Buffalo Street, Orchard Park, New York,
at 10:00 a.m. on Friday, April 26, 1995. The doors will open at
9:30 a.m.
Your vote is important. To be sure your shares are
voted at the meeting, even if you are unable to attend in person,
please sign and return the enclosed proxy card(s) as promptly as
possible. This will not prevent you from voting your shares in
person if you do attend.
The Annual Meeting of Shareholders will be held to
consider and take action with regard to the election of five
directors and the approval of the selection of the Company's
auditors.
Complete details are included in the accompanying proxy
statement.
I look forward to meeting with you and hearing your
views on the progress of Astronics.
Kevin T. Keane
President and
Chief Executive Officer
Buffalo, New York
March 22, 1996
<PAGE>
ASTRONICS CORPORATION
1801 Elmwood Avenue, Buffalo, New York 14207
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF ASTRONICS CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of Astronics Corporation will be held at the Orchard
Park Country Club, S-4777 South Buffalo Street, Orchard Park, New
York, on Friday, April 26, 1995, at 10:00 a.m., to consider and
take action with regard to the following:
1. The election of five directors of the Company to
serve for the ensuing year and until the next
Annual Meeting of Shareholders and the election
and qualification of their successors.
2. The selection of Ernst & Young LLP, independent
certified public accountants, as auditors of the
Company for the current fiscal year.
3. The transaction of such other business as may
properly come before the meeting or any
adjournments thereof.
FURTHER NOTICE IS HEREBY GIVEN that the stock transfer
books of the Company will not be closed, but only shareholders of
record at the close of business on March 8, 1996 will be entitled
to notice of the meeting and to vote at the meeting.
SHAREHOLDERS WHO WILL BE UNABLE TO ATTEND THE MEETING IN PERSON
MAY ATTEND THE MEETING BY PROXY. SUCH SHAREHOLDERS ARE REQUESTED
TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) IN
THE RETURN ENVELOPE ENCLOSED.
By Order of the Board of Directors
JOHN B. DRENNING, Secretary
Dated: March 22, 1996
<PAGE>
ASTRONICS CORPORATION
1801 Elmwood Avenue, Buffalo, New York 14207
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
April 26, 1996
This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of ASTRONICS
CORPORATION ("Astronics" or the "Company") of proxies for use at
the Annual Meeting of Shareholders to be held on Friday,
April 26, 1996 at 10:00 a.m., and at any adjournment thereof, for
the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders. In addition to solicitation by mail,
solicitations may be made by personal interview, telephone or
telegram by officers and other regular employees of the Company.
The cost of this proxy solicitation will be borne by the Company.
It is contemplated that this Proxy Statement will be first sent
to shareholders on March 22, 1996.
If the enclosed proxy is properly executed and
returned, the shares represented thereby will be voted in
accordance with the instructions contained therein. Any proxy
given pursuant to this solicitation may be revoked by the
shareholder at any time prior to its use, by the shareholder
voting in person at the meeting, by submitting a proxy bearing a
date subsequent to the date on the proxy to be revoked or by
written notice to the Secretary of the Company.
<PAGE>
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business
on March 8, 1996 as the record date for determining the holders
of Common Stock and Class B Stock entitled to notice of and to
vote at the meeting. On March 8, 1996, Astronics had outstanding
and entitled to vote at the meeting a total of 3,082,979 shares
of Common Stock and 763,759 shares of Class B Stock. Each
outstanding share of Common Stock is entitled to one vote and
each outstanding share of Class B Stock is entitled to ten votes
on all matters to be brought before the meeting.
Abstentions and broker non-votes are counted for
purposes of determining the presence of a quorum for the
transaction of business. With regard to the election of
directors, votes may be cast in favor of or withheld; votes that
are withheld will be excluded entirely from the vote and will
have no effect. Abstentions may be specified on proposals other
than the election of directors. In accordance with New York law,
such abstentions are not counted in determining the number of
votes cast in connection with the appointment of independent
auditors. Under applicable law, broker non-votes are counted for
purposes of determining the presence of a quorum, but are not
counted for purposes of determining the votes cast on a proposal.
The following table sets forth information concerning
the only persons known to the Company to own more than 5% of the
outstanding shares of Common Stock or Class B Stock and the
number of shares and percentage of each class beneficially owned
by each of the three highest paid officers or directors of the
Company and by all officers and directors as a group as of
March 8, 1996:
Shares of
Shares of Class B
Common Stock Common Stock
Name and Address
of Owner (1) Number Percentage Number Percentage
Guy P. Berner (2) 19,540 .6% 2,135 .3%
Robert T. Brady (2)(3) 1,660 .1% --- ---
John B.
Drenning (2)(4) 17,601 .6% 15,025 2.0%
Richard E. Hauck (2) 29,898 1.0% 3,147 .4%
Kevin T. Keane (2)(5) 277,769 9.0% 270,873 35.5%
<PAGE>
Shares of
Shares of Class B
Common Stock Common Stock
Name and Address
of Owner (1) Number Percentage Number Percentage
John M. Yessa (2)(6) 78,745 2.6% 58,697 7.7%
Wilen Management (7) 325,800 10.6% --- ---
Greenspring Station
Suite 226
2360 West Joppa Road
Lutherville, MD 21093
All directors and
executive officers
as a group (6 persons)
(1)(2)(3)(4)(5) 424,213 13.8% 349,877 45.8%
(1) The address for all owners except Wilen Management is
c/o Astronics Corporation, 1801 Elmwood Avenue,
Buffalo, New York 14207.
(2) Does not include 28,462, 39,562, 45,562, 40,000, 20,000
and 77,500 shares of Common Stock and 5,250, 0, 5,250,
4,375, 0 and 6,563 shares of Class B Stock which could
be acquired by Messrs. Berner, Brady, Drenning, Hauck,
Keane and Yessa, respectively, through the exercise
within sixty days of options granted under the 1992
Incentive Stock Option Plan, the 1982 Incentive Stock
Option Plan, or by directors under the 1993 Director
Stock Option Plan or the 1983 Director Stock Option
Plan.
(3) Includes 1,660 shares of Common Stock owned by
Mr. Brady's wife, as to which he disclaims beneficial
ownership.
(4) Does not include a total of 1,562 shares of Common
Stock and 1,364 shares of Class B Stock which Mr.
Drenning may vote pursuant to inter vivos and
charitable trusts established by Mr. Keane.
(5) Does not include 2,938 shares of Common Stock and 2,190
shares of Class B Stock owned by Mr. Keane's wife.
(6) Includes 2,000 shares of Common Stock and 500 shares of
Class B Stock owned by the Yessa Family Partnership,
over which Mr. Yessa exercises investment and
dispositive power.
(7) Wilen Management Corporation has reported that it has
sole voting power and share dispositive power.
During 1995, no director or executive officer failed to
timely file beneficial ownership reports under Section 16 of the
Securities Exchange Act of 1934.
<PAGE>
ELECTION OF DIRECTORS
Five directors of Astronics are to be elected to hold
office until the election and qualification of their successors
at the next annual meeting. Unless the proxy directs otherwise,
the persons named in the enclosed form of proxy will vote for the
election of the five nominees named below. If any of the
nominees should be unable to serve as a director, or for good
reason will not serve, the proxy will be voted in accordance with
the best judgment of the person or persons acting under it. It
is not anticipated that any of the nominees will be unable to
serve.
All nominees have been members of the Board since the
date indicated. The nominees for directors, their ages, their
principal occupations during at least the past five years, their
positions and offices with Astronics and the date each was first
elected a director of Astronics are as follows:
Principal Occupation First
Name and Age and Positions and Elected
of Nominee Offices with Astronics Director
Guy P. Berner Director; Executive Compensation,
Age 77 Audit and Profit Sharing Investment
Committees of the Board of Directors.
Financial and investment consultant,
Buffalo, New York. 1978
Robert T. Brady Director; Executive Compensation and
Age 55 Audit Committees of the Board of
Directors.
Chairman of the Board, President and
Chief Executive Officer of Moog Inc. 1990
John B. Drenning Secretary and Director; Executive
Age 58 Compensation and Audit Committees
of the Board of Directors.
Partner in Phillips, Lytle, Hitchcock,
Blaine & Huber, Attorneys for the
Company, Buffalo, New York. 1970
Kevin T. Keane President, Chief Executive Officer,
Age 63 and Director; Profit Sharing
Investment Committee of the Board
of Directors. 1970
John M. Yessa Vice President-Finance,
Age 56 Treasurer, Chief Financial Officer,
and Director; Profit Sharing
Investment Committee of the Board
of Directors. 1985
<PAGE>
OTHER DIRECTORSHIPS
In addition to serving as a member of the Astronics
Board of Directors, Robert T. Brady is presently serving on the
boards of directors of other publicly-traded companies, as
follows: Moog Inc., Seneca Foods Corporation, First Empire State
Corporation and Acme Electric Corporation.
EXECUTIVE COMPENSATION
The following tabulation shows on an accrual basis, the
compensation for the three fiscal years ended December 31, 1995,
received by the three highest paid executive officers of the
Company who received more than $100,000:
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Securities All Other
Principal Salary Bonus Underlying Compensation
Position Year $ $ Options(#) (1) ($)
Kevin T. 1995 203,500 86,000 4,000 24,541
Keane 1994 185,000 74,800 4,000 19,722
1993 177,000 68,000 4,000 12,400
John M. 1995 149,600 57,000 4,000 16,155
Yessa 1994 136,000 49,500 4,000 15,411
1993 130,000 45,000 4,000 10,965
Richard E. 1995 106,090 25,000 4,000 10,476
Hauck 1994 103,000 14,576 4,000 9,827
1993 98,000 22,656 4,000 6,270
(1) Represents amounts accrued under the Company's Thrift and
Profit Sharing Retirement Plan.
Messrs. Keane and Yessa have employment agreements with
the Company which provide death benefits equivalent to 3-1/2
years' salary. The Company reimbursed certain officers for
business-related use of automobiles, hotel accommodations,
memberships in trade associations and professional organizations
and club dues. The portion of these reimbursed expenses which
could be considered to confer a personal benefit for each
individual named above did not in the aggregate exceed the lesser
of $50,000 or 10% of total annual salary and bonus.
<PAGE>
On December 28, 1995, options to purchase the number of
shares of Common Stock set forth in the following table were
granted to Kevin T. Keane, John M. Yessa and Richard Hauck:
OPTION GRANTS IN LAST FISCAL YEAR
(Individual Grants)
Potential
Realizable
Value at Assumed
Number of Percent of Annual Rates
Securities Total Options of Stock Price
Underlying Granted to Exercise Appreciation
Options Employees in Price Expiration For Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
Kevin T.
Keane 4,000 10.8% $3.85 2000 $19,655 $24,802
John M.
Yessa 4,000 10.8% 3.50 2005 22,805 36,312
Richard E.
Hauck 4,000 10.8% 3.50 2005 22,805 36,312
The following table provides information as to the value of each
such executive officer's unexercised options at December 31, 1995. No
options were exercised by any executive officers in 1995.
FISCAL YEAR END OPTION VALUES
Number of Unexercised Value of Options at
Options at Year End (#) Year-End ($)(1)
Name Exercisable Unexercisable Exercisable Unexercisable
Kevin T. Keane 8,000 12,000 28,000 42,000
John M. Yessa 72,063 12,000 252,221 42,000
Richard E. Hauck 32,375 12,000 113,313 42,000
(1) Based upon the closing price of the Company's Common Stock on the
NASDAQ National Market System on December 31, 1995 of $3.50 per share.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As reported in the 1995 proxy statement, in January
1995, the Company's Board of Directors authorized an equity
investment of $200,000 in a newly-formed French company engaged
in the printing business in which Robert S. Keane, the son of
Kevin T. Keane, is a principal. Thereafter, in the second
quarter of 1995, the Company determined to liquidate the
investment and accepted the proposal of Kevin T. Keane to
purchase the investment at the Company's cost.
COMPENSATION OF DIRECTORS
In 1995, outside Directors were paid an annual retainer
of $4,500 and an additional fee of $500 for each meeting attended
of the Board and its committees. Directors are permitted to
defer their compensation.
The Company's 1993 Director Stock Option Plan for
non-salaried outside directors provides for the grant of options
to purchase up to an aggregate of 50,000 shares of Common Stock
(subject to adjustment to reflect share distributions). Outside
directors are eligible to receive options under this Plan at the
discretion of a committee appointed by the Board of Directors who
are not eligible to participate in the Plan. Under the Plan, the
option price is not less than the fair market value of the shares
optioned on the date of grant. There is no limit on the number
of options that a participant may be granted under the Plan.
Options are exercisable beginning six months after grant and so
long as the holder is a director of the Company, but for no
longer than ten years after date of grant.
On February 8, 1996, the committee charged with
administration of the Plan granted options to purchase shares of
Common Stock to outside directors at the price of $5.125 per
share as follows: Mr. Berner -- 4,000 shares; Mr. Brady --
4,000 shares; and Mr. Drenning -- 4,000 shares.
EMPLOYEE STOCK PURCHASE PLAN
The Company's Employee Stock Purchase Plan provides for
the purchase of up to 542,969 shares of Common Stock (as adjusted
to reflect share distributions). All employees of the Company or
its subsidiaries who meet certain employment standards and who
own less than 5% of the Company's outstanding shares are eligible
to participate in the Plan. Under the Plan, participants may
subscribe to purchase shares once a year, and the purchase price
is 85% of the closing price of the Common Stock on the
application date.
In any calendar year, no individual may elect to
purchase shares in an amount in excess of 20% of his total
previous year's compensation from the Company or $25,000,
whichever is less. Payment of the purchase price is made through
payroll deductions over the balance of the year following the
application. During each one-year payment period, an employee
may cancel his application and receive back his contributions
<PAGE>
with interest. In the event of resignation, involuntary
termination of employment, retirement or death, the application
is treated as canceled.
During 1995, 134 employees subscribed for 67,600 shares
of Common Stock at a purchase price of $2.71 per share, including
Mr. Hauck for 5,000 shares and Mr. Yessa for 2,500 shares.
DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE
On October 1, 1995, the Company renewed a Directors'
and Officers' Liability Insurance policy written by The Chubb
Group. The renewal was for a one year period at an annual
premium of $49,626. The policy provides indemnification benefits
and the payment of expenses in actions instituted against any
director or officer of the Company for claimed liability arising
out of their conduct in such capacities. No significant payments
or claims of indemnification or expenses have been made under any
such insurance policies purchased by the Company at any time.
APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee, with the approval of the Board of
Directors, has selected Ernst & Young LLP, independent certified
public accountants, to act as auditors of Astronics for the
current fiscal year. Representatives of Ernst & Young LLP are
expected to attend the meeting and will have the opportunity to
make a statement if they desire and will be available to respond
to appropriate questions.
The Board of Directors recommends a vote "FOR" this
proposal.
PROPOSALS OF SHAREHOLDERS FOR 1997 ANNUAL MEETING
If any shareholder wishes to propose an item of
business for consideration at next year's annual meeting of
shareholders, the proposal must be in writing and received by the
Company no later than November 29, 1996.
OTHER BUSINESS
The Board of Directors knows of no other matters to be
voted upon at the Annual Meeting. If any other matters properly
come before the Annual Meeting, it is the intention of the
persons named in the enclosed proxy to vote on such matters in
accordance with their judgment.
Copies of the 1995 Annual Report to Shareholders of
Astronics have been mailed to shareholders. Additional copies of
the Annual Report, as well as this Proxy Statement, Proxy
Card(s), and Notice of Annual Meeting of Shareholders, may be
obtained from Astronics Corporation, 1801 Elmwood Avenue,
Buffalo, New York 14207.
<PAGE>
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO SHAREHOLDERS, BENEFICIALLY OR OF
RECORD ON MARCH 8, 1996, ON REQUEST TO MR. JOHN M. YESSA,
C/O ASTRONICS CORPORATION, 1801 ELMWOOD AVENUE, BUFFALO,
NEW YORK 14207.
BY ORDER OF THE BOARD OF DIRECTORS,
John B. Drenning, Secretary
Buffalo, New York
March 22, 1996
<PAGE>
PROXY ASTRONICS CORPORATION PROXY
This Proxy Solicited on Behalf of the Board of Directors
The undersigned, revoking all prior proxies, hereby
appoints Kevin T. Keane and John B. Drenning, or either of them,
with full power of substitution, as proxy or proxies, to vote for
him and in his name all shares of Common Stock of the undersigned
as if the undersigned were personally present and voting, at the
Company's Annual Meeting of Shareholders, April 26, 1996, and at
any adjournments thereof.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned. If no other
indication is made, this proxy will be voted "FOR" Proposals 1
and 2.
1. ELECTION OF DIRECTORS: For all nominees listed below
(unless contrary instructions are given below):
Kevin T. Keane, John M. Yessa, John B. Drenning, Guy P.
Berner and Robert T. Brady.
[ ] FOR all nominees [ ] WITHHOLD authority to vote
listed above for all nominees listed above.
(To withhold authority to vote for any individual nominee,
write that nominee's name on the above line.)
2. Proposal to ratify the selection of Ernst & Young LLP as the
Auditors for fiscal year 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[FRONT OF CARD]
<PAGE>
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
Dated: , 1996
(Month) (Day) (Signature)
(Signature)
(Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by president or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.)
PLEASE NOTE THAT THERE MAY BE TWO PROXY CARDS
ENCLOSED. THE WHITE CARD SHOULD BE USED TO VOTE
YOUR COMMON SHARES, AND THE BLUE CARD SHOULD BE
USED TO VOTE YOUR CLASS B SHARES. PLEASE MARK,
SIGN, DATE AND RETURN EACH PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
[BACK OF CARD]
PAGE
<PAGE>
PROXY ASTRONICS CORPORATION PROXY
This Proxy Solicited on Behalf of the Board of Directors
The undersigned, revoking all prior proxies, hereby
appoints Kevin T. Keane and John B. Drenning, or either of them,
with full power of substitution, as proxy or proxies, to vote for
him and in his name all shares of Class B Stock of the
undersigned as if the undersigned were personally present and
voting, at the Company's Annual Meeting of Shareholders,
April 26, 1996, and at any adjournments thereof.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned. If no other
indication is made, this proxy will be voted "FOR" Proposals 1
and 3.
1. ELECTION OF DIRECTORS: For all nominees listed below
(unless contrary instructions are given below):
Kevin T. Keane, John M. Yessa, John B. Drenning, Guy P.
Berner and Robert T. Brady.
[ ] FOR all nominees [ ] WITHHOLD authority to vote
listed above. for all nominees listed above.
(To withhold authority to vote for any individual nominee,
write that nominee's name on the above line.)
2. Proposal to ratify the selection of Ernst & Young LLP as the
auditors for fiscal year 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[FRONT OF CARD]
<PAGE>
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
Dated: , 1996
(Month) (Day) (Signature)
(Signature)
(Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by president or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.)
PLEASE NOTE THAT THERE MAY BE TWO PROXY CARDS
ENCLOSED. THE WHITE CARD SHOULD BE USED TO VOTE
YOUR COMMON SHARES, AND THE BLUE CARD SHOULD BE
USED TO VOTE YOUR CLASS B SHARES. PLEASE MARK,
SIGN, DATE AND RETURN EACH PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
[BACK OF CARD]
<PAGE>
