<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ALLIED DEVICES CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ALLIED DEVICES CORPORATION
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
-----------------------------------------------------------------------
/ / 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:
N/A
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(2) Form, schedule or registration statement No.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
ALLIED DEVICES CORPORATION
----------
Notice of Annual Meeting of Stockholders
to be held April 11, 2000
----------
Baldwin, New York
March 1, 2000
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 Torys, 237 Park Avenue, 20th Floor,
New York, New York 10017, on April 11, 2000 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, LLP to serve as the Company's
independent auditors for the Company's fiscal year ending September 30, 2000.
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 22, 2000 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,
Mark Hopkinson, 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 March 1, 2000 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 April 11, 2000, 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 22, 2000, the record date
stated in the accompanying Notice, the Company had outstanding 4,847,542 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 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
Five directors will be elected at the Annual Meeting of
Stockholders to be held on April 11, 2000, each to serve until the 2001 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
<PAGE>
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
Beneficially as of Percent
Name and Certain Biographical Information January 15, 2000(1) of Class
- - ----------------------------------------- ------------------- --------
<S> <C> <C>
MARK HOPKINSON, age 52, has been Chairman of the Board since 1981, 1,030,911(2) 20.11%
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.
P.K. BARTOW, age 52, is President of The InterBusiness Marketing 848,966(3) 16.74%
Group. From March, 1994 through November, 1998, he was
President of the Company. Prior to March, 1994, he served as Vice
President of the Company from when he and Mr. Hopkinson organized
its acquisition in 1981. While active in management at the
Company, Mr. Bartow was Director of Marketing and Sales, and he
continues to provide marketing consulting services to the
Company. Prior to acquiring the Company, Mr. Bartow had joined
the Nicholson Group in 1978, and performed facility and
feasibility studies for emerging growth companies. Mr. Bartow
received a BA degree from Williams College in 1970, and a M.Arch
degree from the University of Pennsylvania in 1974.
SALVATOR BALDI, age 77, was one of the original founders of the 755,575(4) 14.90%
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 is active in the operations of
the Company, working an abbreviated work schedule.
<PAGE>
<CAPTION>
Shares of Common
Stock Owned
Beneficially as of Percent
Name and Certain Biographical Information January 15, 2000(1) of Class
- - ----------------------------------------- ------------------- --------
<S> <C> <C>
CHRISTOPHER T. LINEN, age 52, became a Director of the Company 165,000(5) 3.35%
during fiscal 1997. He is currently principal of Christopher
Linen & Company, through which he has invested in a series of
early stage, internet and technology-related enterprises. Prior
to this, from 1975 until 1996, he was an executive with Time Inc.
(later Time Warner Inc.) where he managed a series of six
subsidiaries or divisions in Asia, Latin America, the United
States, and worldwide. Prior to that, he was Assistant Financial
Director of the Italhai Holding Company, Ltd. (Bangkok), during
which tenure he was Publisher of the Bangkok World, an English
language daily newspaper. He is a director of Starmedia Networks
Inc., Chairman of NirvanaSoft Inc., and a Trustee of The Family
Academy, an experimental public school. He holds a BA from
Williams College and attended the Graduate School of Business
Administration at New York University.
MICHAEL MICHAELSON, age 77, has been a Director of the Company 231,000(6) 4.61%
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
Retail Entertainment Group, Inc., a public company. 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 BS degree from New York University in
1948.
</TABLE>
- - -------------------------
(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.
(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. Also included in Mr. Hopkinson's
shareholdings are 279,000 shares represented by currently exercisable
options. Mr. Hopkinson disclaims beneficial ownership of 15,700 shares
owned by his wife.
(3) Included in Mr. Bartow's shareholdings are 225,000 shares represented
by currently exercisable options. Mr. Bartow disclaims beneficial
ownership of 15,000 shares owned by his immediate family.
(4) Included in Mr. Baldi's shareholdings are 225,000 shares represented by
currently exercisable options.
(5) Included in Mr. Linen's shareholdings are 75,000 shares represented by
currently exercisable options.
<PAGE>
(6) Included in Mr. Michaelson's shareholdings are 160,000 shares
represented by currently exercisable options. Mr. Michaelson disclaims
beneficial ownership of 160,000 shares owned by his wife.
During the fiscal year ended September 30, 1999 the Board of
Directors of the Company met eight times. Each of the persons named in the table
above attended at least 90% 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 determines the executives
who are to receive options and the number of shares subject to each option. The
Compensation Committee met once during the fiscal year ended September 30, 1999.
The Board has an Audit Committee. The members of the Audit
Committee are Christopher T. Linen and Michael Michaelson. The Audit Committee
meets 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 acts as
a liaison between the Board and the independent auditors and annually recommends
to the Board the appointment of the independent auditors. The Audit Committee
reviews 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, Bartow and Michaelson, 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 Divisional 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.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information for the fiscal
years ended September 30, 1999, 1998 and 1997 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 1999 salary and bonus
compensation which exceeded $100,000. The Company's outside Directors receive
25,000 options annually to purchase the Company's stock
<PAGE>
and $1,250 per quarter for their services as such and reimbursement for any
expenses they may incur in connection with their services as directors.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long term
Compensation
Name of Officer and Fiscal Other Annual Awards-Options
Principal Position Year Salary Compensation (#)
- - ------------------- ----- ------ ------------ ---------
<S> <C> <C> <C> <C>
Mark Hopkinson, Chairman and 1999 $123,725 $0 22,000
Chief Executive Officer 1998 $110,005 $0 0
1997 $97,221 $0 27,400
</TABLE>
Under the terms of the Company's 1993 Incentive Stock Option
Plan, 22,000 options were granted to the Chief Executive Officer of the Company
during fiscal year 1999.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs
FY-END (#) at FY-End ($)
Value
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
---- --------------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Mark Hopkinson - $ - 54,000/0 $44,036/$0
</TABLE>
- - -----------------------
(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.
No compensation to management has been waived or accrued to
date.
Under the terms of its employee stock option plan (adopted in
October 1993 and amended in December 1995 and March 1998), the Board of
Directors is empowered at its discretion to award options to purchase an
aggregate of 1,500,000 shares of the Company's Common Stock to key employees.
Prior to fiscal 1999, the Company had granted options to purchase an aggregate
of 1,107,000 shares to key employees and Directors, with exercise prices
<PAGE>
ranging from $0.35 to $3.00 per share. During fiscal 1999, the Company granted
options to purchase 219,000 shares of the Company's common stock, at exercise
prices ranging from $1.063 to $1.25, to 14 individuals (one executive, two
Directors and nine non-executive managers). In January, 1999, all Directors and
certain officers voluntarily surrendered 974,400 options awarded to them in
prior years as part of a comprehensive review of the compensation of Directors
and officers.
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, 1999 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
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, 2000, and all directors and executive officers of the Company as a
group, and their 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.
<TABLE>
<CAPTION>
Shares of Common
Stock Owned
Name and Address Beneficially Percent Of Class
- - ---------------- ------------ ----------------
<S> <C> <C>
All Executive Officers and Directors as 3,235,452(1) 53.98%
a Group (7 persons)
</TABLE>
<PAGE>
(1) See footnotes (2) through (6) on pages 3 and 4. Also includes 182,400
shares represented by 10,000 currently exercisable options held by
Andrew J. Beck, Assistant Secretary of the Company, and 172,400
options, some currently exercisable and others vesting in periods out
through fiscal 2002, held by Paul M. Cervino, Principal Financial
Officer, Principal Operating Officer, Principal Accounting Officer and
Treasurer.
II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected BDO
Seidman, LLP to serve as independent auditors for the Company for the fiscal
year ending September 30, 2000. The Board of Directors considers BDO Seidman,
LLP 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, LLP to examine the financial
statements of the Company for the Company's fiscal year ending September 30,
2000. 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, LLP 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 officers, directors and
regular employees of the Company personally, by mail or by telephone or
telegraph, and the Company may pay brokers and other
<PAGE>
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 2001
Annual Meeting of Stockholders of the Company must be received by the Company by
November 1, 2000 in order to be considered for inclusion in the Company's Proxy
Statement relating to such Meeting. In the event that a stockholder fails to
notify the Company by January 15, 2001 of an intent to be present at the
Company's 2001 Annual Meeting of Stockholders in order to present a proposal for
a vote, the Company will have the right to exercise its discretionary authority
to vote against the proposal, if presented, without including any information
about the proposal in its proxy materials.
<PAGE>
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, 1999, which has been filed with the Securities
and Exchange Commission, is being included with the mailing of this Proxy
Statement.
Baldwin, New York
March 1, 2000
<PAGE>
ALLIED DEVICES CORPORATION
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- APRIL 11, 2000
The undersigned, a stockholder of ALLIED DEVICES CORPORATION, does hereby
appoint MARK HOPKINSON and PAUL M. CERVINO, 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 Tuesday, April 11, 2000 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.
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
Mark Hopkinson, P.K. Bartow, Salvator Baldi,
Christopher T. Linen and Michael Michaelson
(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, LLP as independent auditors for
the fiscal year ending September 30, 2000.
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: ----------------------- , 2000
-------------------------------- (L.S.)
-------------------------------- (L.S.)
Stockholder(s) Sign Here
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
