<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 Section 240.14a-11(c) or Section
240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ALLIED DEVICES CORPORATION
- --------------------------------------------------------------------------------
(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)(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:
------------------------------------------------------------------------
(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>
ALLIED DEVICES CORPORATION
----------------------
Notice of Annual Meeting of Stockholders
to be held March 26, 1997
-------------------------
Baldwin, New York
February 25, 1997
To the Holders of Common Stock
of ALLIED DEVICES CORPORATION:
The Annual Meeting of the Stockholders of ALLIED DEVICES CORPORATION will
be held at the offices of Haythe & Curley, 237 Park Avenue, 20th Floor, New
York, New York 10017, on March 26, 1997 at 9:30 o'clock A.M. for the following
purposes, as more fully described in the accompanying Proxy Statement:
1. To elect directors of the Company for the ensuing year.
2. To consider and take action upon a proposal to ratify the Board of
Directors' selection of BDO Seidman to serve as the Company's independent
auditors for the Company's fiscal year ending September 30, 1997.
3. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The close of business on February 21, 1997 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting.
By Order of the Board of Directors,
P.K. Bartow, Secretary
You are cordially invited to attend the Meeting in person. If you do not
expect to be present, please mark, sign and date the enclosed form of Proxy and
mail it in the enclosed return envelope, which requires no postage if mailed in
the United States, so that your vote can be recorded.
<PAGE>
PROXY STATEMENT
This Proxy Statement, which will be mailed commencing on or about
February 25, 1997 to the persons entitled to receive the accompanying Notice of
Annual Meeting of Stockholders, is provided in connection with the solicitation
of Proxies on behalf of the Board of Directors of Allied Devices Corporation
(the "Company") for use at the Annual Meeting of Stockholders (the "Meeting") to
be held on March 26, 1997, and at any adjournment or adjournments thereof, for
the purposes set forth in such Notice. The Company's executive office is
located at 2365 Milburn Avenue, Baldwin, New York 11510.
Any Proxy may be revoked at any time before it is exercised. The
casting of a ballot at the Meeting by a stockholder who may theretofore have
given a Proxy or the subsequent delivery of a Proxy will have the effect of
revoking the initial Proxy.
At the close of business on February 21, 1997, the record date stated
in the accompanying Notice, the Company had outstanding 4,401,842 shares of
common stock, $.001 par value ("Common Stock"), each of which is entitled to one
vote with respect to each matter to be voted on at the Meeting. The Company has
no class or series of stock outstanding other than the Common Stock.
Directors are elected by plurality vote. Adoption of proposal 2 will
require the affirmative vote of a majority of the shares of Common Stock present
and voting thereon at the Meeting. Abstentions and broker non-votes (as
hereinafter defined) will be counted as present for the purpose of determining
the presence of a quorum. For the purpose of determining the vote required for
approval of matters to be voted on at the Meeting, shares held by stockholders
who abstain from voting will be treated as being "present" and "entitled to
vote" on the matter and, thus, an abstention has the same legal effect as a vote
against the matter. However, in the case of a broker non-vote or where a
stockholder withholds authority from his proxy to vote the proxy as to a
particular matter, such shares will not be treated as "present" and "entitled to
vote" on the matter and, thus, a broker non-vote or the withholding of a proxy's
authority will have no effect on the outcome of the vote on the matter. A
"broker non-vote" refers to shares of Common Stock represented at the Meeting in
person or by proxy by a broker or nominee where such broker or nominee (i) has
not received voting instructions
<PAGE>
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on a particular matter from the beneficial owners or persons entitled to vote
and (ii) the broker or nominee does not have discretionary voting power on such
matter.
I. ELECTION OF DIRECTORS
Seven directors will be elected at the Annual Meeting of Stockholders
to be held on March 26, 1997, each to serve until the 1998 Annual Meeting of
Stockholders and until a successor shall have been chosen and qualified. It is
the intention of each of the persons named in the accompanying form of Proxy to
vote the shares of Common Stock represented thereby in favor of the nominees
listed in the following table, unless otherwise instructed in such Proxy. All
of such nominees are presently serving as directors. In case any of the
nominees is unable or declines to serve, such persons reserve the right to vote
the shares of Common Stock represented by such Proxy for another person duly
nominated by the Board of Directors in such nominee's stead. The Board of
Directors has no reason to believe that the nominees named will be unable or
will decline to serve.
Certain information concerning the nominees for election as directors
is set forth below. Such information was furnished by them to the Company.
<TABLE>
<CAPTION>
Shares of Common
Stock Owned
Name and Certain Beneficially as of Percent
Biographical Information January 15, 1997(1) of Class
<S> <C> <C>
MARK HOPKINSON, age 49, has been Chairman of the Board since 1,023,921(2)(8) 21.75%
1981, when he and Mr. Bartow organized the acquisition of the
Company. He also served as President of the Company from
1981 until March 1994. He is a graduate of the University of
Pennsylvania and of the Harvard Graduate School of Business
Administration. Prior to acquiring the Company, he was a
management consultant, working originally with Theodore Barry
& Associates from 1977 to 1978 and later as an independent
and with the Nicholson Group from 1978 to 1981. The focus of
his work in the period leading up to 1981 was development of
emerging growth companies, both in the United States and in
lesser developed countries. He served as an officer in the
United States Navy from 1969 to 1972.
</TABLE>
<PAGE>
-3-
<TABLE>
<CAPTION>
Shares of Common
Stock Owned
Name and Certain Beneficially as of Percent
Biographical Information January 15, 1997(1) of Class
<S> <C> <C>
P.K. BARTOW, age 49, has been President of the Company since 856,655(3)(8) 18.39%
March 1994 and Secretary and Treasurer of the Company since
he and Mr. Hopkinson organized its acquisition in 1981. He
also served as Vice President of the Company from 1981 until
March 1994. Prior to acquiring the Company, Mr. Bartow had
joined the Nicholson Group in 1978, and performed facility
and feasibility studies for emerging growth companies. While
at the Company, he has been the Director of Marketing from
1981 onwards, and in that capacity has established a network
of independent manufacturers' representatives across the
United States and in the United Kingdom, Israel and selected
regions in Canada. He has also organized and published the
Company's 650+ page catalog. Mr. Bartow received a B.A.
degree from Williams College in 1970, and a M.Arch degree
from the University of Pennsylvania in 1974.
SALVATOR BALDI, age 75, was one of the original founders of the 780,157(4)(8) 16.84%
Company in 1947. He has been a Director of the Company since
February 1994. The business was started as a general machine
shop and developed through the years as a supplier to certain
principal competitors of the Company in the market for
standardized precision mechanical parts. By the late 1970's,
the Company had become a competitor, offering its own catalog
of components. He and his partners sold the Company to the
investor group assembled by Mr. Hopkinson and Mr. Bartow in
October 1981, with Mr. Baldi remaining with the Company under
an employment contract. By the time his contract expired two
years later, Mr. Baldi had negotiated to repurchase an
interest in the Company. He currently works on an abbreviated
work schedule.
GAIL F. LIEBERMAN, age 53, is currently Chief Financial Officer 120,000(5) 2.66%
of the Thompson Corporation Financial and Professional
Publishing Group. She became a Director of the Company in
February 1994. Prior to her current association, Ms.
Lieberman had been Chief Financial Officer and Managing
Director of Moody's Investors Service from January 1994 to
November 1996. Prior to that she served as Executive Vice
President and Chief Financial Officer at Scali, McCabe,
Sloves, Inc. from 1982. She holds a B.A. in Mathematics and
Physics and an M.B.A. in Finance from Temple University.
CHRISTOPHER T. LINEN, age 49, has been a Director of the Company 15,000 *
since January 1997, when he was appointed to the Board by the
unanimous vote of the other Directors. He is currently the
principal of Christopher Linen & Company, a private investment
group. Prior to his current association, Mr. Linen had been
President and Chief Executive Officer of Warner Music
Enterprises, Inc. from 1992 to 1996. Prior to that, Mr. Linen
served as President and Chief Executive Officer of Time Warner
Direct, Inc. and Time Life, Inc. from October 1986. Mr. Linen
graduated from Williams College and attended the Graduate
School of Business Administration at New York University.
</TABLE>
<PAGE>
-4-
<TABLE>
<CAPTION>
Shares of Common
Stock Owned
Name and Certain Beneficially as of Percent
Biographical Information January 15, 1997(1) of Class
<S> <C> <C>
MICHAEL MICHAELSON, age 74, has been a Director of the Company 250,084(6)(8) 5.38%
since 1990. He has been President and sole stockholder of
Rainwater Enterprises, Ltd. since 1979, providing management
and marketing consultation services to clients principally in
publishing and related industries. He is also on the board of
directors of Metro Tel Corp., a publicly held company in the
telecommunications field. From 1986 to 1989, he was Chairman
of the Council on Economic Priorities. From 1977 to 1979, he
was co-founder and Chairman of the Board of Games Magazine,
which was sold to Playboy magazine in 1979. From 1970 to
1978, Mr. Michaelson worked for Publishers Clearing House,
where he was Senior Vice President. From 1968 to 1970, he was
President and Founder of Campus Subscriptions, Inc. Mr.
Michaelson served in the United States Army in the South
Pacific during World War II, where he was a Company Commander
in the 38th infantry, 25th division and received the Bronze
Star and the Purple Heart. He received a B.S. degree from New
York University in 1948.
ROBERT J. SMALLACOMBE, age 63, has been a Director of the Company 43,000(7) *
since August 1996, when he was appointed to the Board by the
unanimous vote of the other Directors. For more than five
years, he has been the principal of Executive Advisory Group
Ltd., a management consulting firm. In the capacity of
consultant, he is currently serving as a Director of Northstar
Health Services, Inc. From 1994 through May 1996, as
consultant, Mr. Smallacombe served as President and Chief
Operating Officer of O'Brien Environmental Energy, Inc. and
President and Chief Executive Officer of O'Brien Energy
Services, Inc. From February 1993 through July 1994, as
consultant, he served as Director and CEO of Cardinal
Publishing Co. Prior to February 1993, Mr. Smallacombe worked
as a management consultant and business broker. He currently
serves as Director to Emons Transportation Group, Inc. and to
Northstar Health Services, Inc.
</TABLE>
- --------------------
* Less than one percent.
(1) Except as indicated hereafter, each of the nominees has sole voting and
investment power with respect to all shares shown in the table as
beneficially owned by him or her.
(2) Mark Hopkinson is General Partner of the Hopkinson Family Partnership (in
which he has exclusive management rights), which owns 700,000 of the shares
included herein. Mr. Hopkinson owns 18,411 shares in his own name. Also
included in Mr. Hopkinson's shareholdings are 65,660 shares represented by
warrants exercisable by Mr. Hopkinson until December 31, 1999 and 239,850
shares represented by currently exercisable options. Mr. Hopkinson
disclaims beneficial ownership of 2,500 shares owned by his wife.
<PAGE>
-5-
(3) Included in Mr. Bartow's shareholdings are 31,722 shares represented by
warrants exercisable by Mr. Bartow until December 31, 1999 and 225,000
shares represented by currently exercisable options.
(4) Included in Mr. Baldi's shareholdings are 5,898 shares represented by
warrants exercisable by Mr. Baldi until December 31, 1999 and 225,000
shares represented by currently exercisable options. In addition, Mr.
Baldi's son owns 97,435 shares of Common Stock, as to which shares
Mr. Baldi disclaims beneficial ownership.
(5) Includes 110,000 shares represented by currently exercisable options.
(6) Included in Mr. Michaelson's shareholdings are 140,084 shares represented
by warrants exercisable by Mr. Michaelson until December 31, 1999 and
110,000 shares represented by currently exercisable options. In addition,
Mr. Michaelson's wife owns 97,500 shares of Common Stock, as to which
shares Mr. Michaelson disclaims beneficial ownership.
(7) Consists of 43,000 shares represented by currently exercisable options.
(8) As consideration for various services rendered to the Company in the period
1983 until 1990, the Company issued certain stockholders warrants to
purchase up to 340,000 shares of Common Stock at prices ranging from $.30
per share to $.70 per share. No such warrants have been exercised as of
January 15, 1997.
During the fiscal year ended September 30, 1996 the Board of Directors
of the Company met four times. Each of the persons named in the table above
attended at least 75% of the meetings of the Board of Directors which were held
during the time that such person served.
The Board has a Compensation Committee. The members of the
Compensation Committee are Michael Michaelson, who serves as Chairman, and
Christopher T. Linen. The Compensation Committee makes recommendations to the
full Board as to compensation of senior management and administers the Company's
Stock Option Plan and determines the persons who are to receive options and the
number of shares subject to each option. The Compensation Committee did not
meet during the fiscal year ended September 30, 1996.
<PAGE>
-6-
The Board established an Audit Committee during the fiscal year
ended September 30, 1996. The members of the Audit Committee are Gail F.
Lieberman, Christopher T. Linen, Michael Michaelson and Robert J.
Smallacombe. The Audit Committee will meet at least once per year in advance
of the Annual Meeting of Stockholders of the Company with the Company's
independent auditors. The Audit Committee will act as a liaison between the
Board and the independent auditors and annually recommend to the Board the
appointment of the independent auditors. The Audit Committee will review with
the independent auditors the planning and scope of the audits of the
financial statements, the results of those audits and the adequacy of the
Company's internal accounting controls.
The directors and officers of the Company, other than Messrs. Linen,
Michaelson and Smallacombe and Ms. Lieberman, are active in its business on a
day-to-day basis. No family relationships exist between any of the directors
and officers of the Company, except that Philip Baldi, son of Salvator Baldi, a
Director of the Company, is a Vice-President and Manager of the Company.
The Company's Certificate of Incorporation contains a provision,
authorized by Nevada law, which eliminates the personal liability of a director
of the Company to the Company or to any of its stockholders for monetary damages
for a breach of his fiduciary duty as a director, except in the case where the
director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Nevada corporate law, or
obtained an improper personal benefit.
While Mr. Smallacombe, a Director of the Company, served as President
and Chief Operating Officer of O'Brien Environmental Energy, Inc., O'Brien
Environmental Energy, Inc. filed a petition seeking protection under Chapter 11
of the United States Bankruptcy Code.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information for the fiscal years ended
September 30, 1996, 1995 and 1994 concerning the compensation paid or awarded to
the Chairman and Chief Executive Officer of the Company. No other executive
officer of the Company received fiscal 1996 salary and bonus compensation which
exceeded $100,000. The Company's Directors receive $1,250 per meeting for their
services as such and reimbursement for any expenses they may incur in connection
with their services as directors.
<PAGE>
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SUMMARY COMPENSATION TABLE
Long term
Compensation
Name of Officer and Fiscal Other Annual Awards-Options
Principal Position Year Salary Compensation (#)
- ------------------- ------ ------ ------------ --------------
Mark Hopkinson, 1996 $98,098 $0 29,000
Chairman and Chief 1995 $90,116 $0 4,600
Executive Officer 1994 $86,918 $0 225,000
Under the terms of the Company's 1993 Incentive Stock Option Plan, the
following options were granted to the Chief Executive Officer of the Company
during fiscal year 1996.
Number of % of Total
Securities Options Granted Exercise or
Underlying to Employees in Base Price Expiration
Name Options Granted Fiscal Year ($/Sh) Date
---- --------------- --------------- ----------- --------
Mark Hopkinson 10,000 5.6% $2.50 3/18/06
10,000 5.6% $2.25 4/19/06
9,000 5.1% $3.00 6/21/06
Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-END (#) at FY-End ($)
Value
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
---- --------------- -------- ------------- -------------
Mark Hopkinson - $ - 229,260/0 $101,040/$0
- -------------------
(1) In-the-money options are those for which the fair market value of the
underlying Common Stock exceeds the exercise price of the option. The
value of the in-the-money options is determined in accordance with
regulations of the Securities and Exchange Commission by subtracting the
aggregate exercise price of the option from the aggregate year-end value of
the underlying Common Stock.
<PAGE>
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No compensation to management has been waived or accrued to date.
During the fiscal year ended September 30, 1996, the Company granted
options to purchase 29,000 shares of Common Stock under the 1993 Stock Option
Plan (the "Plan") to Mark Hopkinson at exercise prices ranging from $2.25 to
$3.00 per share, and granted options to purchase an aggregate of 148,000 shares
of the Company's Common Stock under the Plan to three employees (one non-
management member of the Board of Directors and two non-executive managers) at
exercise prices ranging from $2.00 to $3.25 per share.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock. Officers, directors and greater than ten percent stockholders are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and representations that no other reports
were required, during the fiscal year ended September 30, 1996 all Section 16(a)
filing requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with, except that Mark Hopkinson, a
Director and Chief Executive Officer of the Company, failed to make a timely
filing of a statement on Form 4 regarding a transaction in the Company's stock.
Mr. Hopkinson has subsequently filed the necessary report.
INFORMATION CONCERNING CERTAIN STOCKHOLDERS
The shareholdings of the persons (other than Mark Hopkinson (who is
also the only executive officer of the Company named in the Summary Compensation
Table of the Company), P.K. Bartow, Salvator Baldi and Michael Michaelson, each
of whose shareholdings are set forth above and each of whose address is 2365
Milburn Avenue, Baldwin, New York 11510) who, to the knowledge of the Board of
Directors of the Company, owned beneficially more than five percent of any class
of the outstanding voting securities of the Company as of January 15, 1997, and
all directors and executive officers of the Company as a group, and their
<PAGE>
-9-
respective shareholdings as of such date (according to information furnished by
them to the Company), are set forth in the following table. Except as indicated
in the footnotes to the table, all of such shares are owned with sole voting and
investment power.
Shares of Common
Stock Owned
Name and Address Beneficially Percent of Class
- ---------------- ---------------- ----------------
Kennedy Capital 327,800(1) 7.45%
Management, Inc.
10829 Olive Blvd.
St. Louis, MO 63141
Walter S. Grossman 231,534(2) 5.26%
277 North Avenue
Westport, CT 06880
All Executive Officers 3,098,817(3) 55.36%
and Directors as a Group
(8 persons)
- -------------------
* Less than one percent.
(1) Information as to these holdings is based upon a report on Schedule 13G
filed with the Securities and Exchange Commission by Kennedy Capital
Management, Inc., a registered investment advisor. This report indicates
that 327,800 shares were owned with sole dispositive power of which 321,800
shares were owned with sole voting power.
(2) Information as to these holdings is based upon a report on Schedule 13G
filed with the Securities and Exchange Commission by Walter Grossman. This
report indicates that 231,534 shares were owned with both sole dispositive
power and sole voting power.
(3) See footnotes (2) through (8) on pages 4 and 5. Also includes 10,000
shares represented by currently exercisable options held by Andrew J. Beck,
Assistant Secretary of the Company.
<PAGE>
-10-
II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected BDO Seidman to
serve as independent auditors for the Company for the fiscal year ending
September 30, 1997. The Board of Directors considers BDO Seidman to be
eminently qualified.
Although it is not required to do so, the Board of Directors is
submitting its selection of the Company's auditors for ratification at the
Meeting, in order to ascertain the views of stockholders regarding such
selection. If the selection is not ratified, the Board of Directors will
reconsider its selection.
The Board of Directors recommends that stockholders vote FOR
ratification of the selection of BDO Seidman to examine the financial statements
of the Company for the Company's fiscal year ending September 30, 1997. It is
the intention of the persons named in the accompanying form of Proxy to vote the
shares of Common Stock represented thereby in favor of such ratification unless
otherwise instructed in such Proxy.
A representative of BDO Seidman will be present at the Meeting, with
the opportunity to make a statement if such representative desires to do so, and
will be available to respond to appropriate questions.
III. OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters which may be brought before the Meeting. However, if any such other
matters are properly presented for action, it is the intention of the persons
named in the accompanying form of Proxy to vote the shares represented thereby
in accordance with their judgment on such matters.
IV. MISCELLANEOUS
If the accompanying form of Proxy is executed and returned, the shares
of Common Stock represented thereby will be voted in accordance with the terms
of the Proxy, unless the Proxy is revoked. If no directions are indicated in
such Proxy, the shares represented thereby will be voted IN FAVOR of the
nominees proposed by the Board of Directors in the election of directors and FOR
the ratification of the Board of Directors' selection of independent auditors
for the Company.
All costs relating to the solicitation of Proxies will be borne by the
Company. Proxies may be solicited by
<PAGE>
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officers, directors and regular employees of the Company personally, by mail or
by telephone or telegraph, and the Company may pay brokers and other persons
holding shares of stock in their names or those of their nominees for their
reasonable expenses in sending soliciting material to their principals.
It is important that Proxies be returned promptly. Stockholders who
do not expect to attend the Meeting in person are urged to mark, sign and date
the accompanying form of Proxy and mail it in the enclosed return envelope,
which requires no postage if mailed in the United States, so that their votes
can be recorded.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual
Meeting of Stockholders of the Company must be received by the Company by
October 28, 1997 in order to be considered for inclusion in the Company's Proxy
Statement relating to such Meeting.
ANNUAL REPORT ON FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB, including the
financial statements and financial statement schedules for the fiscal year ended
September 30, 1996, which has been filed with the Securities and Exchange
Commission, will be sent, without charge, to stockholders to whom this Proxy
Statement is mailed, upon written request to the Secretary, Allied Devices
Corporation, 2365 Milburn Avenue, Baldwin, New York 11510.
Baldwin, New York
February 25, 1997
<PAGE>
ALLIED DEVICES CORPORATION
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MARCH 26, 1997
The undersigned, a stockholder of ALLIED DEVICES CORPORATION, does hereby
appoint MARK HOPKINSON and P.K. BARTOW, or either of them, his proxies, with
full power of substitution or resubstitution, to appear and vote all shares of
Common Stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held on Wednesday, March 26, 1997 at 9:30
A.M., local time, or at any adjournment thereof, upon such matters as may
properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby instructs said proxies or their substitutes to vote
as specified below on each of the following matters and in accordance with their
judgment on any other matters which may properly come before the Meeting.
<TABLE>
<S> <C>
1. Election of Directors, FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(except as marked to the contrary below) to vote for all
nominees listed
below
</TABLE>
Mark Hopkinson, P.K. Bartow, Salvator Baldi, Gail F. Lieberman,
Christopher T. Linen, Michael Michaelson and Robert J. Smallacombe
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.)
_______________________________________________________________________________
2. Ratification of appointment of BDO Seidman as independent auditors for the
fiscal year ending September 30, 1997.
FOR / / AGAINST / / ABSTAIN / /
(Continued and to be completed on the Reverse Side)
<PAGE>
(Continued From Other Side)
The Board of Directors favors a vote "FOR" each item.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED THEY WILL BE VOTED IN FAVOR OF THE ITEM(S) FOR WHICH NO DIRECTION
IS INDICATED.
IMPORTANT: Before returning this Proxy, please sign your name or names on the
line(s) below exactly as shown thereon. Executors, administrators, trustees,
guardians or corporate officers should indicate their full titles when signing.
Where shares are registered in the name of joint tenants or trustees, each joint
tenant or trustee should sign.
Dated:________________________, 1997
_______________________________L.S.)
______________________________(L.S.)
Stockholder(s) Sign Here
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
