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:
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
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ASTROSYSTEMS, INC.
1220 Market Street
Suite 603
Wilmington, Delaware 19801
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 15, 1999
----------------------
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 15, 1999 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, 1999.
(3) To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on May 12, 1999 are
entitled to notice of, and to vote at, the Meeting or any adjournment or
adjournments thereof.
Elliot J. Bergman,
Secretary
Wilmington, Delaware
May 19, 1999
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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.
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ASTROSYSTEMS, INC.
1220 Market Street
Suite 603
Wilmington, Delaware 19801
PROXY STATEMENT
This Proxy Statement is being mailed on or about May 19, 1999 to all
stockholders of record at the close of business on May 12, 1999 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 15, 1999 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,
1999. 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 May 12, 1999 was 5,930,972. 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 May 12, 1999, or 2,965,487 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 May 12, 1999 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, 1999 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.
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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.
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
May 12, 1999. Proxies not marked to the contrary will be voted in favor of their
election.
<TABLE>
<CAPTION>
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Common Stock
Beneficially Owned
Positions and Offices Presently Year Became a and Approximate
Name Age Held with the Company Director Percentage of Class
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<S> <C> <C> <C>
Seymour Barth 71 President and Director 1959 1,545,635(1)(2)
26.1%(1)(2)
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Gilbert H. Steinberg 68 Vice President, 1964 1,185,491(1)
Treasurer and Director 20.0%(1)
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Elliot J. Bergman 73 Vice President, Secretary and 1964 1,070,598(1)(3)
Director 18.1%(1)(3)
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Walter A. Steinberg 71 Director 1989 2,000
*
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Elliot D. Spiro 70 Director 1994 12,100
*
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</TABLE>
* Less than 1%
(1) Includes for each of Messrs. Barth, G. Steinberg and Bergman 178,570
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 61,208, 58,817 and 57,119 shares allocated to the
accounts of Messrs. Barth, G. Steinberg and Bergman, respectively).
(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.
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<PAGE>
(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.
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 one meeting during the fiscal year ended June 30, 1998
("Fiscal 1998"). Each Director attended the 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 did not meet during Fiscal 1998.
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
1998.
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 $750 for each meeting of the
Board attended in person and $100 per
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meeting attended by conference telephone. No other Directors receive
compensation for their services as such.
Section 16(a) Beneficial Ownership Reporting Compliance
To the Company's knowledge, based on a review written representations
that no reports were required during the fiscal year ended June 30, 1998, all
Section 16(a) filing requirements applicable to the Company's officers,
Directors and 10% stockholders were complied with.
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
Summary Compensation Table
The following table sets forth the compensation paid by the Company
during the fiscal years ended June 30, 1998, 1997 ("Fiscal 1997"), and 1996
("Fiscal 1996") to each executive officer of the Company:
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
---------------------------------- --------------
Awards
--------------
Shares
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation
------------------ ---- ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Seymour Barth 1998 $310,807 0 0 0
President 1997 $310,807 0 0 $71,088 (4)
1996 $310,807 0 390,921 (1) $6,262 (5)
Elliot J. Bergman 1998 $218,716 0 0 0
Vice President & 1997 $218,716 0 0 $69,545 (4)
Secretary 1996 $218,716 0 390,921 (2) $6,921 (5)
Gilbert H. Steinberg 1998 $218,716 0 0 0
Vice President & 1997 $218,716 0 0 $69,340 (4)
Treasurer 1996 $218,716 0 390,921 (3) $6,935 (5)
- -------------------
</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.
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<PAGE>
(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.
The options which were cancelled for Messrs. Barth and G.
Steinberg were "incentive options" which required the exercise price to be 10%
above market price. These were replaced by "nonstatutory" options and were,
accordingly, repriced to market price at the time of the original grant.
Option Grants Table
Inapplicable.
Fiscal Year End Option Value Table
No options were held by Messrs. Barth, Bergman or G. Steinberg as of June
30, 1998.
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.
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<PAGE>
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.
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.
In December 1997, the above named individuals were loaned additional
amounts in connection with tax obligations arising from the aforementioned
exercise of stock options, as follows: $432,803 to Mr. Barth, $395,019 to Mr.
Bergman and $358,183 to Mr. G. Steinberg, in each case payable, with interest at
the rate of 6% per annum, on June 30, 1999 or earlier demand by the Company.
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 May 12, 1999 (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:
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<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) 26.1%(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) 18.1%(1)(3)
1220 Market Street
Suite 603
Wilmington, Delaware
Cardinal Capital
Management, L.L.C........... 397,493(4) 6.7%(4)
One Fawcett Place
Greenwich, Connecticut
Morris Barth ..................... 335,849(5) 5.7%(5)
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)
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<PAGE>
* Less than 1%
(1) Includes for each of Messrs. Barth, G. Steinberg and Bergman 178,570 shares
over which they have voting power as trustees under the 401(k) and profit
sharing plans (including 61,208, 58,817 and 57,119 shares allocated to the
accounts of Messrs. Barth, G. Steinberg and Bergman, respectively).
(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.
(4) Based on Schedule 13G filed with the Securities and Exchange Commission,
holder, an investment adviser registered under the Investment Advisers Act
of 1940, has sole voting power over 65,300 shares and sole dispositive power
over 397,493 shares.
(5) 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. Grant Thornton also served as the Company's
independent public accountants with respect to the fiscal year ended June 30,
1998.
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<PAGE>
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 January 19, 2000 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, 1998, 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
May 19, 1999
9
<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 May 12, 1999 at the Annual Meeting of
Stockholders to be held on June 15, 1999 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
contrary below). _____ listed 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, 1999.
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:..............................., 1999
Please sign exactly as name appears below.
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 the President or other
authorized 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
