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
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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Astrosystems, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
<PAGE>
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
ASTROSYSTEMS, INC.
1220 Market Street
Suite 603
Wilmington, Delaware 19801
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 29, 1998
----------------------
To the Stockholders of ASTROSYSTEMS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of ASTROSYSTEMS, INC., a Delaware corporation (the "Company"), will
be held at the Company's offices at 1220 Market Street, Suite 603, Wilmington,
Delaware on June 29, 1998 at 11:30 A.M. for the following purposes:
(1) To elect a board of five Directors.
(2) To ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending June 30, 1998.
(3) To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on June 2, 1998 are
entitled to notice of, and to vote at, the Meeting or any adjournment or
adjournments thereof.
Elliot J. Bergman,
Secretary
Wilmington, Delaware
June 4, 1998
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE AND SIGN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND
RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY
STOCKHOLDER MAY REVOKE HIS PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN
NOTICE TO SUCH EFFECT, ATTN: CORPORATE SECRETARY, BY SUBMITTING A SUBSEQUENTLY
DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
- --------------------------------------------------------------------------------
<PAGE>
ASTROSYSTEMS, INC.
1220 Market Street
Suite 603
Wilmington, Delaware 19801
PROXY STATEMENT
This Proxy Statement is being mailed on or about June 4, 1998 to all
stockholders of record at the close of business on June 2, 1998 in connection
with the solicitation by the Board of Directors of Proxies to be voted at the
Annual Meeting of Stockholders (the "Meeting") to be held on June 29, 1998 or
any adjournment thereof. All Proxies duly executed and received will be voted on
all matters presented at the Meeting in accordance with the specifications made
in such Proxies. In the absence of specified instructions, Proxies so received
will be voted for the named nominees to the Company's Board of Directors (the
"Board") and in favor of the ratification of the appointment of Grant Thornton
LLP as the Company's independent auditors for the fiscal year ending June 30,
1998. The Board does not know of any other matters that may be brought before
the Meeting nor does it foresee or have reason to believe that Proxy holders
will have to vote for substitute or alternate nominees. In the event that any
other matter should come before the Meeting or any nominee is not available for
election, the persons named in the enclosed Proxy will have discretionary
authority to vote all Proxies not marked to the contrary with respect to such
matters in accordance with their best judgment. A Proxy may be revoked at any
time before being voted by written notice to such effect received by the Company
at the address set forth above, attn: Corporate Secretary, by delivery of a
subsequently dated Proxy or by a vote cast in person at the Meeting. The Company
will pay the entire expense of soliciting Proxies, which solicitation primarily
will be by use of the mails, but certain Directors, officers and employees of
the Company may solicit Proxies in person or by telephone, telecopier or
telegram, without special compensation.
The total number of shares of Common Stock of the Company outstanding and
entitled to vote as of June 2, 1998 was 5,826,803. The shares of Common Stock
are the only class of securities of the Company entitled to vote, each share
being entitled to one noncumulative vote. A majority of the shares outstanding
and entitled to vote as of June 2, 1998, or 2,913,402 shares, must be present at
the Meeting in person or by Proxy in order to constitute a quorum for the
transaction of business. Only stockholders of record as of the close of business
on June 2, 1998 will be entitled to vote. With regard to the election of
Directors, votes may be cast in favor or withheld; votes that are withheld will
have no effect as Directors shall be elected by a plurality of the votes cast in
favor. Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Abstentions are counted in tabulations of the votes cast on a particular
proposal presented to the stockholders, whereas broker non- votes are not
counted for purposes of determining whether a proposal has been approved. Since
the proposed ratification of the appointment of Grant Thornton LLP as the
Company's independent auditors for the fiscal year ending June 30, 1998 requires
the approval of a majority of the shares present and entitled to vote at the
Meeting, abstentions will have the effect of a negative vote while broker
non-votes will have no effect.
A list of stockholders entitled to vote at the Meeting will be available
for examination by any stockholder, for any purpose germane to the Meeting,
during ordinary business hours, at the Company's offices, 1220 Market Street,
Suite 603, Wilmington, Delaware, for a period of ten days prior to the Meeting
and will also be available at the Meeting. The Company's telephone number is
(302) 652-3115.
1
<PAGE>
ELECTION OF DIRECTORS
Five Directors are to be elected at the Annual Meeting of Stockholders to
serve for a term of one year or until their respective successors have been
elected and have qualified.
The following table sets forth the positions and offices presently held
with the Company by each nominee for election as Director, his age, and the
number of shares of Common Stock of the Company beneficially owned by him as of
June 2, 1998. Proxies not marked to the contrary will be voted in favor of their
election.
<TABLE>
<CAPTION>
Positions and Common Stock
Offices Presently Year Beneficially Owned
Held with Became a and Approximate
Name Age the Company Director Percentage of Class
- ---- --- ----------- -------- -------------------
<S> <C> <C> <C>
Seymour Barth 69 President and 1959 1,545,635(1)(2)
Director 26.0%(1)(2)
Gilbert H. Steinberg 67 Vice President, 1964 1,185,491(1)
Treasurer and 20.0%(1)
Director
Elliot J. Bergman 72 Vice President, 1964 1,070,598(1)(3)
Secretary and 18.0%(1)(3)
Director
Walter A. Steinberg 70 Director 1989 2,000
*
Elliot D. Spiro 69 Director 1994 12,100
*
</TABLE>
* Less than 1%
(1) Includes for each of Messrs. Barth, G. Steinberg and Bergman 71,797 shares
over which they have voting power as trustees under the Company's 401(k)
and profit-sharing plans (collectively, the "401(k) Plan") (including
25,617, 23,226 and 21,528 shares allocated to the accounts of Messrs.
Barth, G. Steinberg and Bergman, respectively) and 106,773 shares issuable
to them as trustees under the 401(k) Plan (35,591 shares being allocated to
the accounts of each of them).
(2) Includes 250,000 shares held in trust for the benefit of Mr. Barth's
family, as to which trust Mr. Barth serves as co-trustee. Excludes 110,000
shares held in trust for the benefit of Mr. Barth's children, as to which
shares Mr. Barth disclaims any beneficial interest.
(3) Includes 225,000 shares held in various trusts for the benefit of Mr.
Bergman's family, as to which trusts Mr. Bergman serves as co-trustee.
Seymour Barth has served as President of the Company since 1964 and as a
Director of the Company since its inception in 1959.
Gilbert H. Steinberg has served as Vice President, Treasurer and a Director
of the Company since 1964.
Elliot J. Bergman has served as Vice President, Secretary and a Director of
the Company since 1964.
2
<PAGE>
Walter A. Steinberg has been an independent engineering consultant for more
than the past five years and has served as a Director of the Company since 1989.
Elliot D. Spiro has served as Chairman and Chief Executive Officer of
Branch Insurance Agency, a property/casualty and financial services insurance
agency, for more than the past five years and has served as a Director of the
Company since 1994.
The Board held eight meetings during the fiscal year ended June 30, 1997
("Fiscal 1997"). Each Director attended all eight meetings. The Board also acted
on one occasion during Fiscal 1997 by unanimous written consent in lieu of a
meeting.
The Audit Committee of the Board is charged with the review of the
activities of the Company's independent auditors, including the fees, services,
and scope of such audit. The Committee is composed of Messrs. G. Steinberg, W.
Steinberg and Spiro. Such Committee met once during Fiscal 1997.
The Stock Option Committee of the Board reviews and implements appropriate
action with respect to all matters pertaining to stock options granted under the
Company's 1991 Stock Option Plan. The Committee, which is currently composed of
Messrs. W. Steinberg and Spiro, did not meet during Fiscal 1997.
The Company has neither a nominating committee, charged with the search for
and recommendation to the Board of potential nominees for Board positions, nor a
compensation committee, charged with periodically reviewing the compensation of
the Company's officers and employees and recommending appropriate adjustments.
These functions are performed by the Board as a whole. The Board will consider
stockholder recommendations for Board positions which are made in writing to the
Company's President.
Messrs. W. Steinberg and Spiro are entitled to receive $5,000 per year for
their services as a Director and an additional $500 for each meeting of the
Board conducted beyond a certain geographic range. No other Directors receive
compensation for their services as such.
Section 16(a) Beneficial Ownership Reporting Compliance
To the Company's knowledge, based solely on a review of the copies of Forms
5 furnished to the Company and written representations that no other reports
were required, during Fiscal 1997, all Section 16(a) filing requirements
applicable to the Company's officers, Directors and 10% stockholders were
complied with, except that Messrs. Barth, G. Steinberg and Bergman filed their
respective Forms 5 for Fiscal 1997 late. Such Forms 5 reported the acquisition
of 35,591 shares of Common Stock by each of them pursuant to the 401(k) Plan.
3
<PAGE>
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
Summary Compensation Table
The following table sets forth the compensation paid by the Company during
Fiscal 1997, 1996, and 1995 to each executive officer of the Company:
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Compensation
Awards
Shares
Name and Principal Underlying All Other
Position Year Salary Bonus Options Compensation
-------- ---- ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Seymour Barth 1997 $310,807 0 0 $71,088 (4)
President 1996 $310,807 0 390,921 (1) $6,262 (5)
1995 $309,518 0 0 $4,686 (6)
Elliot J. Bergman 1997 $218,716 0 0 $69,545 (4)
Vice President and 1996 $218,716 0 390,921 (2) $6,921 (5)
Secretary 1995 $217,830 0 0 $4,357 (6)
Gilbert H. Steinberg 1997 $218,716 0 0 $69,340 (4)
Vice President and 1996 $218,716 0 390,921 (3) $6,935 (5)
Treasurer 1995 $217,830 0 0 $4,357 (6)
</TABLE>
(1) Issued concurrently with the cancellation of options for the purchase of
371,607 shares.
(2) Issued concurrently with the cancellation of options for the purchase of an
equal number of shares.
(3) Issued concurrently with the cancellation of options for the purchase of
374,769 shares.
(4) Includes 35,591 shares contributed by the Company to the accounts of each
of Messrs. Barth, Bergman and G. Steinberg for Fiscal 1997 pursuant to the
terms of the 401(k) Plan. Also includes $66,342, $64,799 and $64,594 paid
to Messrs. Barth, Bergman and G. Steinberg, respectively, in connection
with the exercise of certain stock options at the Company's request.
(5) Represents 1,138, 1,254 and 1,256 shares contributed by the Company to the
accounts of Messrs. Barth, Bergman and G. Steinberg, respectively, for
Fiscal 1996 pursuant to the terms of the 401(k) Plan.
(6) Represents 1,079, 1,030 and 1,030 shares contributed by the Company to the
accounts of Messrs. Barth, Bergman and G. Steinberg, respectively, for
Fiscal 1995 pursuant to the terms of the 401(k) Plan.
The options which were cancelled for Messrs. Barth and Steinberg were
"incentive options" which required the exercise price to be 10% above market
price. These were replaced by "nonqualified" options and were, accordingly,
repriced to market price at the time of the original grant.
4
<PAGE>
Option Grants Table
-------------------
Inapplicable.
Fiscal Year End Option Value Table
----------------------------------
The following table sets forth information concerning the values of
unexercised options held by each executive officer of the Company as of June 30,
1997:
<TABLE>
<CAPTION>
Number of Shares Underlying Value of Unexercised In-the-Money
Unexercised Options at June 30, 1997 Options at June 30, 1997
Name Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C>
Seymour Barth 224,255/0 $532,606/0
Elliot J. Bergman 224,255/0 $532,606/0
Gilbert H. Steinberg 224,255/0 $532,606/0
</TABLE>
Stock Retirement Agreement
--------------------------
The Company and Messrs. Barth, G. Steinberg and Bergman were parties to a
Stock Retirement Agreement that required the Company, upon the death of any of
such persons, to purchase 30% of such person's shares of Common Stock of the
Company at a price equal to the greater of the average market price of such
shares over the six months preceding the date of death or the book value
thereof. At June 30, 1996, the Company carried term life insurance in the
amounts of $2,000,000, $1,250,000 and $1,000,000 upon the lives of Messrs.
Barth, G. Steinberg and Bergman, respectively. In December, 1996, the Stock
Retirement Agreement and term life insurance were cancelled.
Employment Agreements
---------------------
In April 1994, the Company entered into Employment Agreements with each of
Messrs. Barth, G. Steinberg and Bergman that provided for, among other things,
the following: (i) minimum annual compensation of $304,116 for Mr. Barth and
$214,008 for each of Messrs. G. Steinberg and Bergman (effective September 5,
1994, the annual compensation payable to Messrs. Barth, G. Steinberg and Bergman
was increased to $310,807, $218,716 and $218,716, respectively); (ii) a term
ending upon the earliest to occur of the following: (a) the employee's death or
incapacity; (b) "cause", as defined in the Employment Agreement; (c) at the
election of the Company, upon not less than three years' prior written notice to
the employee; or (d) at the election of the employee, upon not less than six
months' prior written notice to the Company; and (iii) in the event the
employee's employment shall terminate as a result of death or incapacity, the
Company would be obligated to make annual payments to the employee or his estate
or representative for a period of three years in an amount equal to 50% of the
compensation paid or payable to the employee with respect to the fiscal year
immediately preceding the fiscal year in which his employment terminated.
In June 1996, each of Messrs. Barth, G. Steinberg and Bergman was given
three years' notice, as required by the Employment Agreements, of the
termination of his Employment Agreement with the Company.
5
<PAGE>
Other Transactions
------------------
In June 1996, Messrs. Barth, G. Steinberg and Bergman exercised stock
options and each was loaned $912,498, payable, with interest at the rate of 6%
per annum, on December 31, 1997 or earlier demand by the Company, for use in the
exercise. The exercise of these options resulted in tax benefits to the Company.
Each of Messrs. Barth, G. Steinberg and Bergman was later loaned an additional
$292,515, payable, with interest at the rate of 6% per annum, on December 31,
1997 or earlier demand by the Company, in connection with the aforementioned
exercise of stock options.
In July 1997, each of the above mentioned individuals was further loaned
$644,733, payable, with interest at the rate of 6% per annum, on September 30,
1997 or earlier demand by the Company, for use in the exercise of additional
stock options, the exercise of which resulted in additional tax benefits to the
Company.
All loans, including interest thereon, were repaid to the Company in full
as of September 29, 1997.
PRINCIPAL STOCKHOLDERS
The following table sets forth, to the knowledge of the Company, certain
information regarding the Company's outstanding Common Stock beneficially owned
as of June 2, 1998 (i) by each person who is known by the Company to own
beneficially or exercise voting or dispositive control over more than 5% of the
Company's Common Stock, (ii) by each of the Company's Directors, and (iii) by
all executive officers and Directors as a group:
6
<PAGE>
Approximate
Name and Number of Shares Percentage of
Address of and Nature of Outstanding
Beneficial Owner Beneficial Ownership Shares
Seymour Barth........................ 1,545,635(1)(2) 26.0%(1)(2)
1220 Market Street
Suite 603
Wilmington, Delaware
Gilbert H. Steinberg................. 1,185,491(1) 20.0%(1)
1220 Market Street
Suite 603
Wilmington, Delaware
Elliot J. Bergman.................... 1,070,598(1)(3) 18.0%(1)(3)
1220 Market Street
Suite 603
Wilmington, Delaware
Morris Barth ........................ 335,849(4) 5.8%(4)
c/o Astrosystems, Inc.
1220 Market Street
Suite 603
Wilmington, Delaware
Elliot D. Spiro...................... 12,100 *
71 South Central Avenue
Valley Stream, New York
Walter A. Steinberg.................. 2,000 *
111 Eddy Drive
Huntington Station, New York
All Directors and executive officers 3,458,684(1)(2)(3) 58.3%(1)(2)(3)
as a group (5 persons)
* Less than 1%
(1) Includes for each of Messrs. Barth, G. Steinberg and Bergman 71,797 shares
over which they have voting power as trustees under the 401(k) Plan
(including 25,617, 23,226 and 21,528 shares allocated to the accounts of
Messrs. Barth, G. Steinberg and Bergman, respectively) and 106,773 shares
issuable to them as trustees under the 401(k) Plan (35,591 shares being
allocated to the accounts of each of them).
(2) Includes 250,000 shares held in trust for the benefit of Mr. Barth's
family, as to which trust Mr. Barth serves as co-trustee. Excludes 110,000
shares held in trust for the benefit of Mr. Barth's children, as to which
shares Mr. Barth disclaims any beneficial interest.
(3) Includes 225,000 shares held in various trusts for the benefit of Mr.
Bergman's family, as to which trusts Mr. Bergman serves as co-trustee.
7
<PAGE>
(4) Includes 300,000 shares held in various trusts for the benefit of the
descendants of Seymour Barth, as to which trusts Morris Barth serves as
co-trustee.
INDEPENDENT PUBLIC ACCOUNTANTS
On December 18, 1996, Richard A. Eisner & Company, LLP ("Eisner") resigned
as the independent public accountants for the Company since, as it indicated, it
was no longer independent with respect to the Company. Eisner had served as the
Company's independent public accountants since 1967.
Eisner's report on the Company's financial statements as of June 30, 1994
and 1995 and for the years then ended neither contain an adverse opinion or a
disclaimer of opinion nor is modified as to uncertainty, audit scope or
accounting principles.
During the fiscal years ended June 30, 1994 and 1995 and the period from
July 1, 1995 to December 18, 1996, there were no disagreements with Eisner on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of such firm, would have caused it to make reference to the subject
matter of the disagreement in connection with its report.
On June 17, 1997, the Company engaged Grant Thornton LLP as its independent
public accountants with respect to the fiscal years ended June 30, 1996 and
1997. The engagement of Grant Thornton LLP was approved by the Audit Committee
of the Company.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's next Annual
Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Securities Exchange
Act of 1934, as amended, must be received by the Company at its principal
executive offices by February 4, 1999 for inclusion in the Company's Proxy
Statement and form of Proxy relating to such meeting.
FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1997, as filed with the Securities and Exchange Commission
(excluding exhibits), has been furnished with this Proxy Statement to each
stockholder entitled to vote at the Meeting.
Elliot J. Bergman,
Secretary
Wilmington, Delaware
June 4, 1998
8
<PAGE>
ASTROSYSTEMS, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints SEYMOUR BARTH and ELLIOT J. BERGMAN as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them, to represent and vote, as designated below, all the
Common Stock of Astrosystems, Inc. (the "Company") held of record by the
undersigned at the close of business on June 2, 1998 at the Annual Meeting of
Stockholders to be held on June 29, 1998 or any adjournment thereof.
1. Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees listed below.
contrary below).
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike such nominee's name from the list below.)
SEYMOUR BARTH GILBERT H. STEINBERG ELLIOT J. BERGMAN
WALTER A. STEINBERG ELLIOT D. SPIRO
2. Proposal to ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending June 30, 1998.
FOR |_| AGAINST |_| ABSTAIN |_|
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued and to be signed
on next page)
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted for Proposals 1 and 2.
DATED:........................., 1998
Please sign exactly as name appears
below. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor, admin-
istrator, trustee or guardian, please
give full title as such. If a corpo-
ration, please sign in full corporate
name by the President or other autho-
rized officer. If a partnership,
please sign in full partnership name
by authorized person.
Signature
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
