<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_Preliminary]Proxy Statement [_] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ASTRO-MED, INC.
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.........................................................................
2) Aggregate number of securities to which transaction applies:
.........................................................................
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
.........................................................................
4) Proposed maximum aggregate value of transaction:
.........................................................................
5) Total fee paid:
.........................................................................
[_] 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>
ASTRO-MED, INC.
ASTRO-MED INDUSTRIAL PARK
600 EAST GREENWICH AVENUE
WEST WARWICK, RHODE ISLAND 02893
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 1995
To the Shareholders of
Astro-Med, Inc.:
Notice is hereby given that the 1995 Annual Meeting of Shareholders of Astro-
Med, Inc. (the "Company") will be held at the offices of the Company, Astro-Med
Industrial Park, 600 East Greenwich Avenue, West Warwick, Rhode Island on
Tuesday, May 2, 1995, beginning at 10:00 A.M., for the purpose of considering
and acting upon the following:
(1) Electing five directors to serve until the next annual meeting of
shareholders or until their successors are elected and have qualified.
(2) Transacting such other business as may properly come before the
meeting.
The close of business on March 24, 1995 has been fixed as the record date for
determining shareholders entitled to vote at the Annual Meeting or any
adjournment thereof.
By Order of the Board of Directors
Jacques V. Hopkins
Secretary
April 10, 1995
Kindly fill in, date and sign the enclosed proxy and promptly return it in
the enclosed addressed envelope, which requires no postage if mailed in
the United States. If you are personally present at the meeting, the proxy
will not be used without your consent.
<PAGE>
ASTRO-MED, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 1995
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Astro-Med,
Inc. (herein called the "Company") in connection with the annual meeting of
shareholders to be held May 2, 1995. The Company will bear the cost of such
solicitation. It is expected that the solicitation of proxies will be primarily
by mail. Proxies may also be solicited personally by regular employees of the
Company at nominal cost. The Company may reimburse brokerage houses and other
custodians, nominees and fiduciaries holding stock for others in their names,
or in those of their nominees, for their reasonable out-of-pocket expenses in
sending proxy material to their principals or beneficial owners and obtaining
their proxies. Any shareholder giving a proxy has the power to revoke it at any
time prior to its exercise, but the revocation of a proxy will not be effective
until notice thereof has been given to the Secretary of the Company. Every
properly signed proxy will be voted in accordance with the specification made
thereon. This proxy statement and the accompanying proxy are expected to be
first sent to shareholders on or about April 10, 1995.
ELECTION OF DIRECTORS
At the annual meeting, five directors are to be elected to hold office until
the next annual meeting or until their respective successors are elected and
qualified. The persons named in the accompanying proxy, who have been
designated by the Board of Directors, intend to vote, unless otherwise
instructed, for the election to the Board of Directors of the persons named
below, all of whom are now directors of the Company. Certain information
concerning such nominees is set forth below:
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DURING DIRECTOR
NAME AND AGE PAST FIVE YEARS SINCE
------------ -------------------------- --------
<S> <C> <C>
Albert W. Ondis (69)........... Chairman of the Company. 1969
Everett V. Pizzuti (59)........ President of the Company. 1985
Jacques V. Hopkins (64)........ Partner, Hinckley, Allen & Snyder 1969
(Attorneys-at-Law).
Hermann Viets, Ph.D. (52)...... President, Milwaukee School of 1988
Engineering (since 1991); Dean,
College of Engineering, University of
Rhode Island.
Neil K. Robertson (57)......... Independent investment research 1991
consultant.
</TABLE>
Mr. Ondis is also a director of AMTROL Inc., a manufacturer of water systems
products.
VOTING AT MEETING
Only shareholders of record at the close of business on March 24, 1995 will
be entitled to vote at the meeting. On the record date, there were 5,040,953
shares of common stock of the Company outstanding. There was no other
outstanding class of voting securities. Each shareholder has one vote for every
share owned.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 24, 1995 (except as noted) the
record and beneficial ownership of the Company's outstanding shares of common
stock by each person who is known to the Company to own of record or
beneficially more than five percent of such stock, by each director of the
Company, by each executive officer named in the Summary Compensation Table and
by all directors and officers of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
-------------- ------------------------ ------------------ --------
<S> <C> <C> <C>
Common Stock..... Albert W. Ondis 1,522,175(1) 30.1%
600 East Greenwich Avenue
West Warwick, Rhode Island
Common Stock..... Quest Advisory Corp. 449,450(2) 8.9%
1414 Avenue of the Americas
New York, New York
Common Stock..... Everett V. Pizzuti 296,065(3) 5.8%
600 East Greenwich Avenue
West Warwick, Rhode Island
Common Stock..... Jacques V. Hopkins 59,582(4) 1.2%
Common Stock..... Hermann Viets 11,612(5) *
Common Stock..... Neil K. Robertson 18,000(6) *
Common Stock..... Eugene S. Libby 42,109(7) *
Common Stock..... David M. Gaskill 117,278(8) 2.3%
Common Stock..... Elias G. Deeb 34,244(9) *
Common Stock..... All directors and officers of the 2,154,895(10) 40.1%
Company as a group
</TABLE>
- - --------
* Less than 1%
(1) Includes 3,791 shares held by children, 91,061 shares held by Mr. Ondis'
wife as custodian for children, 18,000 shares deemed to be beneficially
owned because of exercisable options to acquire shares and 1,679 shares
allocated to his account under the Company's Employee Stock Ownership
Plan.
(2) Quest Advisory Corp., a registered investment advisor, is deemed to have
beneficial ownership of the number of shares shown as of December 31,
1994.
(3) Includes 4,975 shares held by children, 98,775 shares deemed to be
beneficially owned because of exercisable options to acquire shares and
1,561 shares allocated to his account under the Company's Employee Stock
Ownership Plan.
(4) Includes 6,750 shares held by Mr. Hopkins' wife, 39,900 shares held as
trustee of a trust for the benefit of children of Mr. Ondis and 6,182
shares held as custodian for children of Mr. Ondis.
(5) Includes 112 shares held by Dr. Viets as custodian for a child.
(6) Includes 18,000 shares held by Mr. Robertson as trustee of a living trust
of his.
(7) Includes 23,000 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 1,109 shares allocated his
account under the Company's Employee Stock Ownership Plan.
(Footnotes continued on following page)
2
<PAGE>
(Footnotes continued from preceding page)
(8) Includes 7,500 shares held by Mr. Gaskill's wife, 30,000 shares deemed to
be beneficially owned because of exercisable options to acquire shares and
1,278 shares allocated to his account under the Company's Employee Stock
Ownership Plan.
(9) Includes 313 shares held by Mr. Deeb's wife, 91 shares held by a child,
18,250 shares deemed to be beneficially owned because of exercisable
options to acquire shares and 1,051 shares allocated to his account under
the Company's Employee Stock Ownership Plan.
(10) Includes 228,775 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 8,230 shares allocated to the
accounts of officers under the Company's Employee Stock Ownership Plan.
EXECUTIVE COMPENSATION
The following table shows the total annual compensation paid or accrued,
together with other information, for the Chief Executive Officer and each of
the four most highly compensated executive officers of the Company whose total
annual salary and bonus for the fiscal year ended January 31, 1995 exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
FISCAL SECURITIES
YEARS UNDERLYING
ENDED OTHER ANNUAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION JANUARY 31 SALARY($) BONUS($) COMPENSATION($)(1) GRANTED(#) COMPENSATION($)(2)
- - --------------------------- ---------- --------- -------- ------------------ ---------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Albert W. Ondis.........
Chairman, Chief Execu- 1995 $216,687 $ -- $-- 15,000 $5,274
tive 1994 207,720 -- -- 3,000 5,283
Officer 1993 192,530 28,500 -- -- 6,223
Everett V. Pizzuti......
President, Chief 1995 192,247 -- -- 15,000 4,963
Operating 1994 181,643 -- -- 7,000 5,058
Officer 1993 168,676 28,500 -- -- 5,929
Eugene S. Libby.........
Vice President and 1995 136,114 -- -- 7,500 3,884
Treasurer, Chief Finan- 1994 129,587 -- -- 5,000 4,078
cial Officer 1993 119,954 10,500 -- -- 4,663
David M. Gaskill........
Vice President--Re- 1995 119,379 -- -- 10,000 2,500
search and 1994 116,279 -- -- 5,000 2,678
Development 1993 104,519 13,500 -- -- 3,356
Elias G. Deeb........... 1995 104,008 -- -- 7,500 2,843
Vice President--Media 1994 98,423 -- -- 3,000 3,037
Products 1993 88,827 10,500 -- -- 3,785
</TABLE>
- - --------
(1) Amounts of Other Annual Compensation aggregated less than 10% of the total
annual salary and bonus for each individual.
(2) Amounts of All Other Compensation consist of the Company's annual
contributions, including matching contributions, to the Astro-Med, Inc.
Profit-Sharing Plan and the Astro-Med, Inc. Employee Stock Ownership Plan.
Both of these retirement plans are described below.
REPORT ON EXECUTIVE COMPENSATION
Through and including the fiscal year ended January 31, 1995, the Board of
Directors has delegated to senior management (the CEO, COO and CFO) the
authority to fix compensation (other than stock options as discussed below) for
the Company's executives and key employees. Compensation consists of two
principal elements (other than stock options): salary and bonus.
3
<PAGE>
EXECUTIVE COMPENSATION PHILOSOPHY. Compensation of the Company's executive
officers should link management initiatives with the actual financial
performance of the Company. Similarly, the compensation should attract, retain
and motivate highly qualified individuals to achieve the Company's business
goals and link their interests with shareholder interests.
SALARY. Base salaries for executive officers were established a number of
years ago after reviewing compensation for competitive positions at
manufacturing companies of comparable size and profitability operating in a
similar industry. Base salaries have since been increased at annual rates which
approximate the general rates of increase of compensation for all employees of
the Company and for generally publicized competitive positions elsewhere in
industry.
BONUS. The Company maintains a subjective bonus plus for the purpose of
providing incentives in the form of a quarterly cash bonus to officers and
other key employees of the Company. Awards are intended to reflect Company
profitability, achievement of overall Company objectives and individual
performances, considered both in terms of effort and results. The size of the
bonus pool and of individual awards may vary, up or down, from year to year. In
recent years, an annual bonus pool has been budgeted at approximately $250,000,
but the actual amounts of any bonus payments are determined quarterly. No bonus
payments were made in the fiscal years ended January 31, 1994 or 1995.
STOCK OPTIONS. Total executive compensation includes long-term incentives
afforded by stock options. Stock option grants are made by the Stock Option
Committee of the Board of Directors (consisting of Mr. Robertson and Dr. Viets)
upon consideration of recommendations made by senior management. The objectives
of option grants are to align the long-term interests of executives and key
employees with shareholder interests by creating a strong and direct link
between compensation and total shareholder return. In this connection, grants
are intended to enable recipients to develop and maintain significant long-term
stock ownership in the Company. Stock options are the principal vehicle for the
payment of long-term compensation. Grants of stock options reflect subjective
considerations of such matters as other compensation and the employee's
position in the Company and contributions to the Company.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. Mr. Ondis is eligible to participate
in the same executive compensation plans available to other senior executives.
Effective in February 1994, his base salary was increased from $194,000 to
$203,700, representing a 5% increase, deemed consistent with salary increases
among executives in similar positions in similar industries. During the year,
Mr. Ondis also received an option to purchase 15,000 shares of the Company's
Common Stock at an exercise price equal to 110% of the then current fair market
value.
DEDUCTIBILITY OF COMPENSATION. Section 162(m) of the Internal Revenue Code
limits the deductibility of compensation paid to a public company's five
highest paid executive officers to the extent any such officer's annual
compensation exceeds $1,000,000, subject to certain exceptions. The Board of
Directors has deferred adopting a policy on this issue as it does not expect
the compensation of these individuals to reach relevant levels in the near
future.
CONCLUSION. Through the programs described above, the Board of Directors
firmly believes a direct link has been established between Astro-Med's
financial performance, executive compensation and resultant stock price
performance.
4
<PAGE>
Members of the Board:
Albert W. Ondis
Everett V. Pizzuti
Jacques V. Hopkins
Hermann Viets, Ph.D.
Neil K. Robertson
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As described in the Report on Executive Compensation above, the full Board of
Directors functions as a Compensation Committee. Mr. Ondis and Mr. Pizzuti are
both executive officers of the Company and members of the Board of Directors.
5
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph prepared for the Company by Media General
Financial Services to compare the cumulative total return on the Company's
common stock against the cumulative total return of a broad equity market index
and a peer group index for the period of five fiscal years ended January 31,
1995. The peer group is comprised of nearly 275 companies classified as
electronic equipment manufacturers. The total returns assume $100 invested on
February 1, 1990 with reinvestment of dividends.
(GRAPH)
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JANUARY 31,
---------------------------------------
1990 1991 1992 1993 1994 1995
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Astro-Med, Inc. ........................ 100 92.11 219.57 235.64 181.50 191.75
NASDAQ Market Index..................... 100 89.87 111.00 110.62 139.36 131.70
Peer Group Index........................ 100 107.86 135.27 169.91 245.36 258.47
</TABLE>
INDEBTEDNESS OF MANAGEMENT
The following information describes loans to directors and executive officers
of the Company whose indebtedness to the Company exceeded $60,000 at any time
during the fiscal year ended January 31, 1995.
<TABLE>
<CAPTION>
LARGEST
AMOUNT AMOUNT
OF INDEBTEDNESS OF INDEBTEDNESS
OUTSTANDING AT OUTSTANDING AT
NAME ANY TIME YEAR END
---- --------------- ---------------
<S> <C> <C>
Albert W. Ondis, Chairman and Director.......... $321,640 $321,640
Everett V. Pizzuti, President and Director...... 131,624 131,624
</TABLE>
6
<PAGE>
The indebtedness is comprised of unsecured non-interest bearing demand notes
for loans made from time to time to the persons named.
PROFIT-SHARING PLAN
The Company has a qualified Profit-Sharing Plan which provides retirement
benefits to substantially all employees of the Company and provides for
contributions into a trust fund in such amounts as the Board of Directors may
annually determine. Each eligible employee shares in contributions on the basis
of length of service and relative (limited to $200,000) compensation.
In addition, participants are permitted to defer up to 15% of their cash
compensation and make contributions of such deferral to this Plan through
payroll deductions. The Company makes matching contributions equal to 50% of
the first percent of compensation contributed and 25% of the second and third
percent. The deferrals are made within the limits prescribed by Section 401(k)
of the Internal Revenue Code.
The Plan provides for the vesting of 100% of contributions made by the
Company to the account of an employee after five years of service.
Contributions by an employee are 100% vested immediately. The Company's
contributions paid or accrued for the fiscal year ended January 31, 1995
amounted to $135,000.
EMPLOYEE STOCK OWNERSHIP PLAN
The Company has an Employee Stock Ownership Plan which provides retirement
benefits to substantially all employees of the Company. Contributions in such
amounts as the Board of Directors may annually determine are allocated among
eligible employees on the basis of relative (limited to $100,000) compensation.
Participants are 100% vested in any and all allocations to their accounts.
Contributions, which may be in cash or stock, are invested by the Plan's
Trustees in shares of common stock of the Company. The Company's contributions
paid or accrued for the fiscal year ended January 31, 1995 amounted to $75,000.
STOCK OPTION PLANS
The Company has a Non-Qualified Stock Option Plan adopted in the fiscal year
ended January 31, 1990 under which options for an aggregate of 150,000 shares
of common stock may be granted to officers and key employees of the Company at
an exercise price of not less than 50% of the market price on the date of
grant. No options have been granted under this Plan.
The Company also has an Incentive Stock Option Plan adopted in the fiscal
year ended January 31, 1990 under which options for an aggregate of 300,000
shares of common stock were granted to officers and key employees at an
exercise price of not less than 100% of the market price on the date of grant.
Options for an aggregate of 271,350 shares with exercise prices ranging from
$3.33 to $14.30 per share were outstanding at January 31, 1995.
In addition, the Company has an Incentive Stock Option Plan adopted in the
fiscal year ended January 31, 1994 under which options for an aggregate of
250,000 shares of common stock may be granted to officers and key employees at
an exercise price of not less than 100% of the market price on the date of
grant. Options for an aggregate of 111,500 shares of common stock were granted
during the fiscal year ended January 31, 1995. Options for an aggregate of
111,500 shares with exercise prices ranging from $10.25 to $11.28 per share
were outstanding at January 31, 1995.
7
<PAGE>
The following tables present certain information concerning stock options
granted to and exercised by each executive officer named in the Summary
Compensation Table during the fiscal year ended January 31, 1995, and the year-
end value of unexercised options held by each of those officers.
OPTION GRANTS IN FISCAL YEAR ENDED JANUARY 31, 1995
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------
% OF POTENTIAL REALIZABLE VALUE
TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE
UNDERLYING GRANTED TO PER SHARE APPRECIATION
OPTION EMPLOYEES EXERCISE FOR OPTION TERM(1)
GRANTS IN FISCAL PRICE EXPIRATION --------------------------
NAME (#) YEAR ($) DATE 5% ($) 10% ($)
---- ---------- ---------- --------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Albert W. Ondis......... 15,000(2) 13.5% $11.28 4/13/99 $46,740 $103,260
Everett V. Pizzuti...... 15,000(3) 13.5 10.25 4/13/04 96,750 245,250
Eugene S. Libby......... 7,500(4) 6.7 10.25 4/13/04 48,375 122,625
David M. Gaskill........ 10,000(2) 9.0 10.25 4/13/04 64,500 163,500
Elias G. Deeb........... 7,500(4) 6.7 10.25 4/13/04 48,375 122,625
</TABLE>
- - --------
(1) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises or stock holdings are dependent on
the future performance of the stock and overall market conditions. There
can be no assurance that the amounts reflected in this table will be
achieved.
(2) Options became exercisable between November 13, 1994 and January 1, 1995.
(3) Options will become exercisable between January 1, 2002 and January 1,
2004.
(4) All options became exercisable on November 13, 1994.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED JANUARY 31, 1995 AND OPTIONS
HELD AT JANUARY 31, 1995
<TABLE>
<CAPTION>
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR END AT FISCAL YEAR END
ACQUIRED VALUE ------------------------- -------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
(#) ($)(1) (#) (#) ($)(2) ($)(2)
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Albert W. Ondis......... -- $-- 18,000 -- $ 7,125 $ --
Everett V. Pizzuti...... -- -- 98,775 75,000 614,231 49,050
Eugene S. Libby......... -- -- 23,000 -- 60,188 --
David M. Gaskill........ -- -- 30,000 -- 22,500 --
Elias G. Deeb........... -- -- 18,250 -- 40,292 --
</TABLE>
- - --------
(1) Amount represents excess of market value over exercise price on date of
exercise. Income taxes which may have been payable by individual are not
reflected.
(2) Amount represents excess of market value over exercise price as of January
31, 1995.
OTHER INFORMATION RELATING TO DIRECTORS
During the fiscal year ended January 31, 1995, the Board of Directors held
five formal meetings. The Board has an Audit Committee consisting of Mr.
Robertson and Dr. Viets. One formal committee meeting
8
<PAGE>
was held during the fiscal year ended January 31, 1995. The Board has no
standing nominating, compensation or similar committee, except for a Stock
Option Committee comprised of Mr. Robertson and Dr. Viets which administers the
Company's stock option plans. Dr. Viets and Mr. Robertson have been paid an
annual retainer fee of $3,500 plus $500 for each Board meeting attended.
The primary duties and responsibilities of the Audit Committee include
meeting with the independent certified public accountants to review the annual
audit scope, the audited financial statements, the adequacy of internal control
and other relevant matters.
The law firm of Hinckley, Allen & Snyder, of which Mr. Hopkins is a partner,
provides legal services to the Company.
No officer, director or nominee for director of the Company or any associate
of any of the foregoing had during the fiscal year ended January 31, 1995 any
material interest, direct or indirect, in any material transaction or any
material proposed transaction to which the Company was or is to be a party.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company selected Aurther Andersen LLP as independent certified public
accountants to audit the financial statements of the Company for the fiscal
year ended January 31, 1995. This firm has audited the Company's financial
statements annually since the fiscal year ended January 31, 1982. Although no
accountants have yet been selected to audit the financial statements of the
Company for the fiscal year ending January 31, 1996, it is expected that Arthur
Andersen LLP will again be selected. It is further expected that a
representative of Arthur Andersen LLP will be present at the annual meeting
with the opportunity to make a statement, if he or she so desires, and that
such representative will be available to respond to appropriate questions.
FINANCIAL REPORTS
A copy of the annual report of the Company for the fiscal year ended January
31, 1995, including the Company's annual report to the Securities and Exchange
Commission on Form 10-K, accompanies this proxy statement. Such report is not
part of this proxy statement.
PROPOSALS FOR 1996 ANNUAL MEETING
The 1996 annual meeting of the shareholders of the Company is scheduled to be
held on May 7, 1996. If a shareholder intending to present a proposal at that
meeting wishes to have such proposal included in the Company's proxy statement
and form of proxy relating to the meeting, the shareholder must submit the
proposal to the Company not later than December 31, 1995.
OTHER MATERS
No business other than that set forth in the attached Notice of Meeting is
expected to come before the annual meeting, but should any other matters
requiring a vote of shareholders arise, including a question of adjourning the
meeting, the persons named in the accompanying proxy will vote thereon
according to their best judgement in the interests of the Company. In the event
any of the nominees for the office of director should withdraw or otherwise
become unavailable for reasons not presently known, the persons named as
proxies will vote for other persons in their place in what they consider the
best interests of the Company.
9
<PAGE>
You are urged to sign and return your proxy promptly to make certain your
shares will be voted at the meeting. You may revoke your proxy at any time
before it is voted.
By Order of the Board of Directors
Jacques V. Hopkins
Secretary
Dated: April 10, 1995
10
<PAGE>
ASTRO-MED, INC.
ANNUAL MEETING OF SHAREHOLDERS--MAY 2, 1995
The undersigned, whose signature appears on the reverse side of this proxy,
hereby appoints Albert W. Ondis, Everett V. Pizzuti, Jacques V. Hopkins, Herman
Viets and Neil K. Robertson, or a majority of such of them as shall be present,
attorneys with power of substitution and with all the powers the undersigned
would possess if personally present, to vote the stock of the undersigned in
ASTRO-MED, INC. at the annual meeting of shareholders to be held May 2, 1995,
in West Warwick, Rhode Island, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary below) listed below ________
_______________________
Albert W. Ondis, Everett V. Pizzuti, Jacques V. Hopkins, Hermann Viets and Neil
K. Robertson.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below.)
- - --------------------------------------------------------------------------------
2. In their discretion, upon such other matters as may properly come before the
meeting.
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 PROPOSAL 1.
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY
Dated ___________ , 1995 Signed _____________________________
+++++ +++++
+ + ____________________________________
+ + (Sign exactly as your name appears
hereon. When signing as attorney,
executor, administrator, trustee,
guardian or in a corporate capacity,
please give full title as such. In
case of joint tenants or multiple
owners, each party must sign.)
+ +
+ +
+++++ +++++
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
