<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Astro-Med
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Astro-Med
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
ASTRO-MED, INC.
ASTRO-MED INDUSTRIAL PARK
600 EAST GREENWICH AVENUE
WEST WARWICK, RHODE ISLAND 02893
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 1999
To the Shareholders of
Astro-Med, Inc.:
Notice is hereby given that the 1999 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 18, 1999, 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 26, 1999 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
Margaret D. Farrell
Secretary
April 23, 1999
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 18, 1999
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
the shareholders to be held May 18, 1999. 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 23, 1999.
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 PAST
NAME AND AGE FIVE YEARS DIRECTOR SINCE
------------ ------------------------------- --------------
<C> <S> <C>
Albert W. Ondis (73)........ Chairman of the Company. 1969
Everett V. Pizzuti (62)..... President of the Company. 1985
Jacques V. Hopkins (68)..... Former Partner, Hinckley, Allen
& Snyder (Attorneys at Law)
(Retired 1997) 1969
President, Milwaukee School of
Hermann Viets, Ph.D. (56)... Engineering (since 1991). 1988
Independent investment research
Neil K. Robertson (61)...... consultant. 1991
</TABLE>
VOTING AT MEETING
Only shareholders of record at the close of business on March 26, 1999 will
be entitled to vote at the meeting. On the record date, there were 4,481,481
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 26, 1999 (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
1
<PAGE>
record or beneficially more than 5 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
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS
------------------------ ------------------ ----------------
<S> <C> <C>
Albert W. Ondis........................... 1,214,024(1) 26.7%
600 East Greenwich Avenue
West Warwick, Rhode Island
Everett V. Pizzuti........................ 409,130(2) 8.7%
600 East Greenwich Avenue
West Warwick, Rhode Island
Dimensional Fund Advisors Inc............. 343,950(3) 7.7%
1299 Ocean Avenue
Santa Monica, California
Jacqueline B. Ondis....................... 315,000 7.0%
40 Oak Grove Street
Warwick, Rhode Island
David M. Gaskill.......................... 139,405(4) 3.1%
Hermann Viets............................. 108,312(5) 2.4%
Jacques V. Hopkins........................ 88,321(6) 2.0%
Elias G. Deeb............................. 46,458(7) 1.0%
Joseph P. O'Connell....................... 22,779(8) *
Neil K. Robertson......................... 21,000(9) *
All directors and officers of the Company
as a group (13).......................... 2,118,186(10) 42.6%
</TABLE>
- --------
*Less than 1%
(1) Includes 111,873 shares held by children, 65,000 shares deemed to be
beneficially owned because of exercisable options to acquire shares and
2,266 shares allocated to his account under the Company's Employee Stock
Ownership Plan.
(2) Includes 234,175 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 2,201 shares allocated to his
account under the Company's Employee Stock Ownership Plan.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of the number of shares
shown as of December 31, 1998, all of which shares are held in portfolios
of DFA Investment Dimensions Group Inc., a registered open-end investment
company, or in a series of the DFA Investment Trust Company, Delaware
business trust, or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.
(4) Includes 7,500 shares held by Mr. Gaskill's wife, 55,000 shares deemed to
be beneficially owned because of exercisable options to acquire shares
and 1,905 shares allocated to his account under the Company's Employee
Stock Ownership Plan.
(5) Includes 112 shares held by Dr. Viets as custodian for a child and 3,000
shares deemed to be beneficially owned because of exercisable options to
acquire shares.
(6) Includes 4,250 shares held by Mr. Hopkins' wife, 76,821 shares held as a
trustee of a trust for the benefit of the children of Mr. Ondis, and
3,000 shares deemed to be beneficially owned because of exercisable
options to acquire shares.
2
<PAGE>
(7) Includes 35,750 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 1,665 shares allocated to his
account under the Company's Employee Stock Ownership Plan.
(8) Includes 22,500 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 279 shares allocated to his
account under the Company's Employee Stock Ownership Plan..
(9) Includes 18,000 shares held by Mr. Robertson as trustee of a trust for
his benefit and 3,000 shares deemed to be beneficially owned because of
exercisable options to acquire shares.
(10) Includes 487,425 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 10,573 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, 1999 exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES
FISCAL YEARS OTHER UNDERLYING
NAME AND PRINCIPAL ENDED ANNUAL OPTIONS ALL OTHER
POSITION JANUARY 31 SALARY($) COMPENSATION($)(1) GRANTED(#) COMPENSATION($)(2)
- ------------------ ------------ --------- ------------------ ---------- ------------------
<S> <C> <C> <C> <C> <C>
Albert W. Ondis......... 1999 232,865 2,741 25,000 4,782
Chairman, Chief Execu-
tive Officer 1998 230,543 2,042 25,000 4,975
1997 225,698 3,322 -- 3,281
Everett V. Pizzuti...... 1999 228,324 8,957 25,000 4,782
President, Chief Oper-
ating 1998 198,560 11,991 25,000 4,994
Officer 1997 194,344 12,285 50,000 3,279
Joseph P. O'Connell..... 1999 143,796 3,713 10,000 4,488
Vice President and
Treasurer, 1998 144,519 13,278(3) 7,500 4,274
Chief Financial Officer 1997 124,615 859 5,000 --
David M. Gaskill........ 1999 137,570 10,000 2,191
Vice President, Re-
search and 1998 133,425 7,500 3,072
Development 1997 130,276 7,500 1,628
Elias G. Deeb........... 1999 119,500 7,500 3,830
Vice President, Media 1998 117,008 5,000 2,852
Manufacturing 1997 114,323 5,000 2,712
</TABLE>
- --------
(1) Except as otherwise noted, represents reimbursement for taxes attributable
to use of Company provided vehicles. Perquisites and other personal
benefits aggregated less than 10% of the total annual salary and bonus for
each individual.
(2) Amounts consist of the Company's annual contributions, including matching
contributions, to the Astro-Med, Inc. Retirement Plan and $1,022 for each
individual to the Astro-Med, Inc. Employee Stock Ownership Plan.
(3) The amount shown for Mr. O'Connell includes a $10,000 signing bonus upon
completion of one year of service.
3
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has delegated to the Compensation Committee the
authority to fix compensation (including stock options) for the Company's key
employees. The Compensation Committee is comprised of the Company's three non-
employee directors, Dr. Viets (Chairman), Mr. Robertson and Mr. Hopkins. Mr.
Ondis meets with the Compensation Committee to review the compensation program
and make recommendations for senior executive officers. Compensation consists
of three principal elements (salary, bonus and stock options).
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 bonus pool for the purpose of providing
incentives in the form of a quarterly cash bonus to 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. No bonus payments were made in the last
three fiscal years.
STOCK OPTIONS. Total executive compensation includes long-term incentives
afforded by stock options. Stock option grants are made by the Compensation
Committee 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 interest, 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 consideration 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 1998, his base salary was increased from
$226,000 to $233,000, representing a 3% increase, deemed consistent with
salary increases among executives in comparable positions in similar
industries. Non-qualified option grants for 25,000 common shares at an
exercise price of $8.125 were made to Mr. Ondis during fiscal year 1999.
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 program described above, the Compensation Committee
firmly believes a direct link has been established between the Company's
financial performance, executive compensation and resultant stock price
performance.
4
<PAGE>
Compensation Committee:
Hermann Viets, Ph.D. (Chair)
Neil K. Robertson Jacques V. Hopkins
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 Nasdaq market index and
a peer index for the period of five fiscal years ended January 31, 1999. The
Media General Market Weighted NASDAQ Index Return is calculated using all
companies which trade on the NASD National Market System (NMS) or on the NASD
supplemental listing. It includes both domestic and foreign companies. The
index is weighted by the then current shares outstanding and assumes dividends
reinvested. The return is calculated on a monthly basis. The peer group
designated below as the industry index is comprised of nearly 400 companies
classified as electronic equipment manufacturers. The total returns assume
$100 invested on February 1, 1994 with reinvestment of dividends.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JANUARY 31
---------------------------------------
1994 1995 1996 1997 1998 1999
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Astro-Med, Inc.......................... 100 105.64 81.82 76.06 72.68 56.48
Industry Index.......................... 100 112.09 158.25 247.47 258.57 378.08
Nasdaq Market........................... 100 94.51 132.32 174.14 205.11 320.12
</TABLE>
5
<PAGE>
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, 1999.
<TABLE>
<CAPTION>
LARGEST AMOUNT
OF AMOUNT OF
INDEBTEDNESS INDEBTEDNESS
OUTSTANDING AT OUTSTANDING
NAME ANY TIME AT 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>
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 relative (limited to $160,000) 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, third,
fourth and fifth 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, 1999
amounted to $230,000.
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, 1999
amounted to $130,000.
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. Options for an aggregate of 50,000 shares, with an exercise price of
$8.125 were granted during the fiscal year ended January 31, 1999. Options
granted under this plan for an aggregate of 150,000 shares with exercise
prices ranging from $8.125 to $8.44 per share were outstanding at January 31,
1999. No shares remain available for option grants under this plan.
6
<PAGE>
In addition, the Company has a Non-Qualified Stock Option Plan adopted in
the fiscal year ended January 31, 1999, under which options for an aggregate
of 400,000 shares of common stock may be granted to officers and key employees
as well as consultants or other persons who render services to the Company at
an exercise price of not less than 50% of the market price on the date of
grant. Options for an aggregate of 1,000 shares, with an exercise price of
$6.50 were granted during the fiscal year ended January 31, 1999. Options were
granted subsequent to January 31, 1999 for an aggregate of 50,000 shares with
an exercise price of $4.94 per share. A total of 349,000 shares remain
eligible for option grants under this plan.
The Company 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. No
options were granted under this plan during the fiscal year ended January 31,
1999. Options granted under this plan for an aggregate of 262,100 shares with
exercise prices ranging from $3.33 to $13.00 per share were outstanding at
January 31, 1999. A total of 19,000 shares remain available for option grants
under this plan.
The Company also 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 13,000 shares were granted during the fiscal year
ended January 31, 1999. Options granted under this plan for an aggregate of
209,000 shares with exercise prices ranging from $6.125 to $11.28 per share
were outstanding at January 31, 1999. A total of 41,000 shares remain
available for option grants under this plan.
In addition, the Company has an Incentive Stock Option Plan adopted in the
fiscal year ended January 31, 1998 and amended in the fiscal year ended
January 31, 1999, under which options for an aggregate of 500,000 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
granted under this plan for an aggregate of 149,500 shares with exercise
prices ranging from $6.25 to $8.125 were granted during the fiscal year ended
January 31, 1999. Options were granted subsequent to January 31, 1999 for an
aggregate of 157,500 shares with an exercise price of $4.94 per share. A total
of 195,000 shares remain available for option grants under this plan.
The following tables present certain information concerning stock options
granted to each executive officer named in the Summary Compensation Table
during the fiscal year ended January 31, 1999, and the year-end value of
unexercised options held by each of those officers. There were no stock option
exercises during fiscal 1999 by any of the named individuals.
AGGREGATED OPTIONS HELD AT JANUARY 31, 1999
<TABLE>
<CAPTION>
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END(#) AT FISCAL YEAR END($)(1)
------------------------- -------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Albert W. Ondis............. 65,000 -- -- --
Everett V. Pizzuti.......... 234,175 39,700 71,016 --
David M. Gaskill............ 55,000 -- -- --
Joseph P. O'Connell......... 22,500 -- -- --
Elias G. Deeb............... 35,750 -- 11,167 --
</TABLE>
- --------
(1) Amount represents excess of market value as of January 31, 1999 over
exercise price.
7
<PAGE>
OPTION GRANTS--FISCAL YEAR
ENDED JANUARY 31, 1999
<TABLE>
<CAPTION>
PER
% OF TOTAL SHARE GRANT
OPTION OPTIONS GRANTED EXERCISE DATE
GRANTS TO EMPLOYEES IN PRICE EXPIRATION VALUE(2)
NAME (#)(1) FISCAL YEAR ($) DATE ($)
- ---- ------ --------------- -------- ---------- --------
<S> <C> <C> <C> <C> <C>
Albert W. Ondis............. 25,000 11.8% 8.125 3/25/07 62,250
Everett V. Pizzuti.......... 25,000 11.8% 8.125 3/25/07 62,250
David M. Gaskill............ 10,000 4.7% 8.125 3/25/07 24,900
Joseph P. O'Connell......... 10,000 4.7% 8.125 3/25/07 24,900
Elias G. Deeb............... 7,500 3.5% 8.125 3/25/07 18,675
</TABLE>
- --------
(1) All options became exercisable on October 25, 1998.
(2) Amounts represent the fair value of each option granted and were estimated
as of the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions: expected volatility of
35.367%; expected life of 5 years; risk-free interest rate of 4.75%; and
dividend yield of 2.4%.
OTHER INFORMATION RELATING TO DIRECTORS
During the fiscal year ended January 31, 1999, the Board of Directors held
four formal meetings. The Board has an Audit Committee consisting of Mr.
Robertson, Dr. Viets and Mr. Hopkins, whose primary duties and
responsibilities include meeting with the Company's independent accountants to
review the annual audit scope, the audit of financial statements, the adequacy
of internal controls and other relevant matters. One formal committee meeting
was held during the fiscal year ended January 31, 1999. The Board has a
Compensation Committee comprised of Mr. Robertson, Dr. Viets and Mr. Hopkins
which reviews and approves recommendations on executive compensation and
administers the Company's stock option plans. The Compensation Committee held
three meetings during the fiscal year ended January 31, 1999. Dr. Viets, Mr.
Robertson, and Mr. Hopkins have been paid an annual retainer fee of $3,500
plus $500 for each Board meeting attended.
Those directors who are not also officers and employees of the Company
receive options to purchase common stock under the Company's Non-Employee
Director Stock Option Plan (the "Director Plan") as compensation for their
services to the Company. Under the Director Plan, each non-employee director
received an initial non-qualified option to purchase 1,000 shares of common
stock on May 21, 1996, the date the Company's shareholders approved the
Director Plan. Non-employee directors who are elected after May 21, 1996 will
receive an initial non-qualified option to purchase 1,000 shares of common
stock on the date of the director's initial election to the Board of
Directors. Beginning in 1997, each non-employee director (other than a
director first elected after June 30 of the prior year) receives an annual
non-qualified option to purchase 1,000 shares of common stock as of the first
business day of January of each year. All options have an exercise price equal
to the market price of the common stock on the day of the grant and are
exercisable for a term of ten years. Options vest six months after the grant
date, unless automatically accelerated in the event of death, disability, or a
change of control. A total of 30,000 shares have been reserved for issuance
under the Director Plan. Messrs. Hopkins, Robertson and Viets each received
options to acquire 1,000 shares at $5.875 per share on January 4, 1999.
Options for an aggregate of 12,000 shares, with an exercise price ranging from
$5.875 to $9.25 per share were outstanding at January 31, 1999.
Directors who are also officers and employees of the Company are not
entitled to receive any compensation in addition to their compensation for
services as officers or employees.
8
<PAGE>
The law firm of Hinckley Allen & Snyder, of which Mr. Hopkins is a retired
partner, provides legal services to the Company.
Other than as described under "Indebtedness of Management", 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, 1999 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 Arthur Andersen LLP as independent certified public
accountants to audit the financial statements of the Company for fiscal year
ended January 31, 1999. 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, 2000, 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, 1999, 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 2000 ANNUAL MEETING
The 2000 annual meeting of the shareholders of the Company is scheduled to
be held on May 16, 2000. If a shareholder intending to present a proposal at
that meeting wishes to have such a 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, 1999.
OTHER MATTERS
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 judgment 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.
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
Margaret D. Farrell
Secretary
Dated: April 23, 1999
9
<PAGE>
ASTRO-MED, INC.
ANNUAL MEETING OF SHAREHOLDERS--MAY 18, 1999
The undersigned, whose signature appears on the reverse side of this proxy,
hereby appoints Albert W. Ondis, Everett V. Pizzuti, Jacques V. Hopkins,
Hermann 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 18, 1999, in West Warwick, Rhode Island, and at any adjournments thereof,
as follows:
1. ELECTION OF DIRECTORS
FOR all WITHHOLD AUTHORITY to vote for all
nominees nominees listed below ____________________
listed below
(except as
marked to the
contrary
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 SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE SPECIFIED NOMINEES IN PROPOSAL 1.
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY
Dated ____ , Signed __________________________________________
1999
_________________________________________________
(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
