ARMATRON LOGO
2 MAIN STREET
MELROSE, MASSACHUSETTS 02176
January 10, 1996
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of Armatron
International, Inc., which will be held at the Company's principal executive
offices, Two Main Street, Melrose, Massachusetts 02176, on Thursday, January
25, 1996 at 11:00 a.m., Eastern Standard Time.
The accompanying Proxy Statement contains information about the two
nominees for election as Directors and a proposal to ratify the selection of
the Company's independent auditors.
We hope that you will be able to attend the meeting. However, if you
cannot do so, it is very important that your shares be represented. We urge
you to mark, sign, date and return your proxy promptly.
Sincerely,
Charles J. Housman
Chairman of the Board
ARMATRON LOGO
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, January 25, 1996
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Armatron International, Inc., a
Massachusetts corporation, will be held at the Company's principal executive
offices, Two Main Street, Melrose, Massachusetts, on Thursday, January 25,
1996 at 11:00 a.m., Eastern Standard Time, for the following purposes, as is
more fully described in the accompanying Proxy Statement.
1. To elect two nominees as Directors, to serve for the term described
therein;
2. To ratify the selection, by the Board of Directors, of independent
auditors for the fiscal year ending September 30, 1996; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The above matters are more fully described in the accompanying Proxy
Statement.
Only stockholders of record at the close of business on December 1,
1995, the Record Date fixed by the Board of Directors for determining
stockholders who are entitled to notice of and to vote at the Annual Meeting,
will be entitled to vote at the Annual Meeting. The stock transfer books will
not be closed.
The Annual Report for the fiscal year ended September 30, 1995 has been
enclosed with the accompanying Proxy Statement, but is not a part thereof.
By Order of the Board of Directors,
Elliot J. Englander, Clerk
Melrose, Massachusetts
January 10, 1996
IT IS ESPECIALLY IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL
METING. IF YOU ARE NOT ABLE TO BE PRESENT AT THE ANNUAL MEETING, PLEASE MARK,
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE.
BECAUSE OF THE AMOUNT OF WORK NECESSARY TO PREPARE FOR THE MEETING, THE
IMMEDIATE RETURN OF YOUR PROXY WILL BE APPRECIATED.
ARMATRON LOGO
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held Thursday, January 25, 1996
This Proxy Statement, to be mailed on or about January 10, 1996, is
furnished in connection with the solicitation by the Board of Directors of
Armatron International, Inc. (the "Company" or "Armatron") of proxies to be
voted at the Annual Meeting of Stockholders (the "Annual Meeting"), to be held
on January 25, 1996 at 11:00 a.m., Eastern Standard Time, at the Company's
principal executive offices, Two Main Street, Melrose, Massachusetts.
(Telephone No. 617-321-2300; FAX No. 617-324-8403). The Company's Annual
Report to Stockholders for the fiscal year ended September 30, 1995, while not
incorporated as a part of this Proxy Statement, is also included in this
mailing.
VOTING PROCEDURE
If you sign and return the enclosed proxy in time for the Annual
Meeting, your shares of the Company's Common Stock, $1 par value per share
("Common Stock"), will be voted (unless you otherwise instruct) on all matters
that may properly come before the meeting. The proxy contains spaces in which
you may insert instructions as to how your shares are to be voted in the
election of two Directors and ratification of the selection of independent
auditors. If you specify instructions with respect to any of the proposals,
your shares will be voted in accordance with your instructions, applicable law
and the Company's Articles of Organization and By-Laws. If no instructions are
specified, your shares will be voted FOR the election of the nominated
Directors and FOR the ratification of the selection of independ-ent auditors
by the Board of Directors. If any other matter properly comes before the
Annual Meeting, the persons named as proxy holders on your proxy will vote
your shares with respect to any such other matter in accordance with their
best judgment.
The cost of solicitation will be paid by the Company. In addition to
solicitation by mail, solicitation of proxies may be made personally or by
telephone or FAX machine by the Company's regular employees, and arrangements
may be made with brokerage houses and other custodians, nominees and
fiduciaries to send proxy materials to, and to obtain proxies from, their
principals. If the enclosed proxy is properly executed and returned in time
for voting, the shares represented thereby will be voted as specified thereon.
Any stockholder giving a proxy may revoke it by giving notice of revocation in
writing to the Clerk of the Company at any time prior to the time it is voted.
VOTING SECURITIES AND VOTES REQUIRED
As of December 1, 1995 (the "Record Date"), there were outstanding and
entitled to vote 2,459,749 shares of Common Stock (exclusive of 146,732
treasury shares). Holders of record at the close of business on December 1,
1995, the Record Date, will be entitled to vote on all matters properly coming
before the Annual Meeting. The presence, in person or by proxy, of the holders
of a majority of the outstanding shares of Common Stock entitled to vote, is
necessary to constitute a quorum at the Annual Meeting. Each stockholder will
have one vote for each share of Common Stock held at the close of business on
the Record Date. To the knowledge of the Board of Directors, no person other
than those identified below under "Election of Directors; Security Ownership
of Management" and "Principal Shareholder" owns of record or beneficially more
than five percent of the outstanding shares of Common Stock of the Company.
Of the proposals stated in the accompanying Notice of Annual Meeting of
Stockholders, approval of Proposal 1 (i.e., the election of two Directors)
will require the favorable vote of the holders of a plurality of the shares of
Common Stock outstanding on the Record Date and represented at the Annual
Meeting; and approval of Proposal 2 will require the favorable vote of at
least a majority of the shares of Common Stock outstanding on the Record Date
and represented at the Annual Meeting.
With respect to tabulation of the proxies, abstentions are treated as
votes against a proposal and non-votes have no effect on the vote.
ELECTION OF DIRECTORS; SECURITY OWNERSHIP OF MANAGEMENT
The Company's By-Laws provide for a Board of Directors to consist of not
less than three or more than nine persons who are to be divided as nearly
equally in number as possible into three classes (A, B and C). Each class of
Directors is to be elected for a three-year term ending in three successive
years with the members of each class to serve until the third succeeding
annual meeting of stockholders after their election and until their respective
successors are duly elected and qualified.
The Board of Directors has determined that the term of two Directors
(the "Class A" Directors) will expire in January 1996 and has nominated those
individuals for a term to expire in January 1999 and until their successors
are duly elected and qualified. The proposal requires the favorable vote of
the holders of a plurality of the stockholders of record represented at the
meeting.
If a nominee is unable to serve, an event which the management does not
anticipate, proxies not otherwise specifying will be voted for a substitute
nominee to be named by the Board of Directors. In no event will proxies be
voted for more than two nominees. If no instructions are specified on your
proxy, your shares will be voted FOR the election of the nominees to the Board
of Directors named herein. The following table sets forth certain information
as to the nominees for Director and the other current Directors of the
Company. The nominees and each Director named below have been engaged in their
present principal occupation for at least five years, unless otherwise stated.
Also shown are the number of shares of the Common Stock beneficially owned on
December 1, 1995 by the nominees, by each Director, by each of the Company's
three most highly compensated executive officers, and by all of the executive
officers and Directors of the Company as a group. All shares are owned of
record and the owner possesses sole voting and investment power, except as
otherwise stated below:
NOMINEES
<TABLE>
<CAPTION>
Shares
Owned and
Class "A" Directors Currently Nature of
Serving Terms Expiring Beneficial Percent
in January 1996 Principal Occupation Ownership of Class
- ----------------------------- -------------------- ---------- --------
<S> <S> <C> <C>
CHARLES J. HOUSMAN Age 68; principal occupation: President and 216,931(1) 8.82%
Chairman of the Board of Armatron. Mr.
Housman has been actively engaged in
various aspects of the Company's business
for more than 30 years and has served as a
Director of Armatron continuously since 1960.
EDWARD L. HOUSMAN Age 74; principal occupation: President of 190,648(1) 7.75%
Automatic Radio International Corp.
(which deals with the international sales of
the Company's products). Mr. Housman has
been actively engaged in various aspects of
the Company's business for more than 30 years,
and has served as a Director of Armatron
continuously since 1959.
</TABLE>
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
Shares
Owned and
Class "C" Director Nature of
Serving Term Expiring Beneficial Percent
in January 1997 Principal Occupation Ownership of Class
- --------------------- -------------------- ---------- --------
<S> <S> <C> <C>
ELLIOT J. ENGLANDER Age 64; principal occupation: attorney, 6,000 *
Englander, Finks, Ross, Cohen & Brander,
P.C., Boston, Massachusetts. Mr. Englander
is Clerk of the Company and has been a
Director of Armatron continuously since 1974.
</TABLE>
<TABLE>
<CAPTION>
Shares
Owned and
Class "B" Directors Currently Nature of
Serving Terms Expiring Beneficial Percent
in January 1998 Principal Occupation Ownership of Class
- ----------------------------- -------------------- ---------- --------
<S> <S> <C> <C>
CRAIG SPANGENBERG Age 81; principal occupation: attorney, of 1,000 *
counsel to the firm of Spangenberg, Shibley,
Traci & Lancione, Cleveland, Ohio. Mr.
Spangenberg has served as a Director of
Armatron continuously since 1981 and is a
member of the Audit Committee.
</TABLE>
<TABLE>
<CAPTION>
Shares
Owned and
Class "B" Directors Currently Nature of
Serving Terms Expiring Beneficial Percent
in January 1998 Principal Occupation Ownership of Class
- ----------------------------- -------------------- ---------- --------
<S> <S> <C> <C>
WILLIAM WELSH Age 75; retired, former occupation: partner, 1,000 *
Clayton, Dubilier, Inc., New York, NY,
financial consultants. Mr. Welsh has served
as Chairman of the Board of Advanced Aluminum
Products, Hammond, Indiana. He served as a
Director of Armatron from 1979 to 1982, and
from 1983 to the present, and is a member of
the Audit Committee.
</TABLE>
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Shares
Owned and
Nature of
Beneficial Percent
Principal Occupation Ownership of Class
-------------------- ---------- --------
<S> <S> <C> <C>
SAL DeYOREO Age 70; joined Armatron in 1972 and has 15,000 *
served as Vice President in 1976. Mr.
DeYoreo is responsible for the marketing,
sales, engineering and product development
of the Flowtron Outdoor Products Division.
All Executive Officers (2) and 430,579 16.57%
Directors of the Company as a
group (6 persons)
- --------------------
<F*> Less than 1% of the outstanding Common Stock.
<F1> Does not include 372,660 shares of Common Stock held by the estates of
Frank M. Housman and Herbert E. Housman. Messrs. Charles J. Housman and
Edward L. Housman share voting power, but not investment power, with
respect to such shares and disclaim beneficial ownership of such shares.
Also does not include 509,553 shares of Common Stock held by the estate
of David Housman, the deceased founder of the Company, and by relatives
of Messrs. Edward L. Housman and Charles J. Housman. Messrs. Edward L.
Housman and Charles J. Housman share informal voting control, but not
investment power, with respect to such shares and disclaim beneficial
ownership of such shares.
<F2> The Company's executive officers hold office at the pleasure of the
Board of Directors.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1, THAT
IS, THE ELECTION OF THE NOMINEES AS DIRECTORS NAMED IN THIS PROXY STATEMENT.
PRINCIPAL SHAREHOLDER
There are no beneficial owners of more than 5% of the Company's Common
Stock, known to the Company, in addition to the Directors of the Company.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
Audit Committee. During the past year, the Audit Committee was composed
of Messrs. Spangenberg and Welsh, neither of whom was an employee of the
Company. The Audit Committee met once during the year. The duties of the Audit
Committee are to review and approve the scope of the annual audit of financial
statements by the independent auditors prior to public release of the annual
financial statements; consult with the independent auditors and the accounting
staff of the Company with respect to the adequacy of internal controls; and
make a recommendation to the Board as to which public accounting firm should
be engaged as independent auditors for the forthcoming year. The Audit
Committee also has the authority to review any other financial matters which
it deems appropriate to its function and to report its findings to the Board.
Other Committees. The Company does not have a Nominating Committee, nor
a Compensation Committee. The Board of Directors will consider recommendations
submitted to it by shareholders received within one year prior to the date a
vacancy is to be filled. In order for a recommendation by a shareholder to be
considered, it must meet the following requirements: (1) the shareholder
making the recommendation must be a registered shareholder of record; (2) the
recommendation must be submitted in writing; (3) the recommendation must
include a description of the nominee, including the person's qualifications to
serve as a Director, and (4) the recommendation must include a statement
indicating the nominee's willingness to serve.
Meetings. The Board of Directors met four times in fiscal 1995 and all
Directors attended at least 75% of the aggregate number of meetings of the
Board and the Committees on which they serve.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid or accrued by
the Company to each of its three most highly compensated executive officers
for services rendered during the three fiscal years ended September 30, 1995:
Summary Compensation Table
<TABLE>
<CAPTION>
Name and Annual Compensation
Principal ------------------- All Other
Position Year Salary ($) Compensation ($)
--------- ---- ---------- ----------------
<S> <C> <C> <C>
Charles J. Housman 1995 $ 31,250 $--0--
CEO 1994 $ 52,083 $1,458
1993 $125,000 $3,750
Sal DeYoreo 1995 $105,000 $--0--
Vice President 1994 $105,000 $1,444
1993 $105,000 $3,150
Edward L. Housman 1995 $ 25,000 $--0--
President, Automatic Radio 1994 $ 41,667 $1,167
International Corp. 1993 $100,000 $3,000
</TABLE>
Benefits. The Company provides medical and dental benefits to the
executive officers that are generally available to Company employees. The
amount of perquisites, as determined in accordance with the rules of the
Securities & Exchange Commission relating to executive compensation, did not
exceed the lesser of $50,000 or 10% of salary for fiscal 1995.
Stock Options & Related SARs. The Company's 1981 Non-Qualified Stock
Option Plan which terminated on December 1, 1990, provided for the granting of
options to purchase the Company's Common Stock and related stock appreciation
rights (SARs) to the salaried officers and other employees of the Company. No
options or stock apprecation rights were granted after the plan terminated.
For the period October 1, 1994 to September 30, 1995, no stock options
were granted or exercised. None of the options held by any named executive
officer were in-the-money as of September 30, 1995.
Benefit Plans
- -------------
Armatron Executive Retirement Plan
- ----------------------------------
The Armatron Executive Retirement Plan ("Retirement Plan") provides for
the payment of retirement benefits to certain senior executives of the
Company. Under the Retirement Plan, upon reaching age 65, an eligible employee
will receive an annual retirement benefit payment in an amount equal to 1-1/2%
of his final average compensation multiplied by the number of years of benefit
service (not to exceed thirty years) minus 1-2/3% of his primary Social
Security benefit, multiplied by the number of years of benefit service (not to
exceed thirty years). Final average compensation is defined in the Retirement
Plan as the average of the five highest calendar years of salary during the
ten years preceding retirement. Years of benefit service includes all years
and months of service completed with the Company after October 1, 1983.
Payments under the Retirement Plan will be made during the life of the
eligible employee, provided that a minimum of ten years of payments shall be
made during the life of the eligible employee or, in the event the employee
dies, to a designated beneficiary. In the event an employee terminates his
employment prior to reaching age 65, he will be entitled to receive payments
under the Retirement Plan at age 65 if he has completed ten years of vesting
service. Vesting service is defined as all years and months of service
completed with the Company after September 30, 1978. As of March 1, 1994 the
Executive Retirement Plan has been temporarily suspended. As of September 30,
1995 no date has been established for removing the suspension.
The following table shows the estimated annual benefits payable under
the Retirement Plan to persons in specified average compensation and years of
service classifications. The amounts shown have not been reduced to reflect
the offset amounts based upon primary Social Security benefits. Average
compensation for purposes of computing benefits under the Retirement Plan,
age, years of benefit service and years of vesting service as of September 30,
1995, for the three officers named in the compensation table are as follows:
Charles J. Housman--$110,000, age 68, 10 years and 15 years; Sal DeYoreo--
$101,000, age 70, 10 years and 15 years; and Edward L. Housman--$92,000, age
74, 10 years and 15 years.
<TABLE>
<CAPTION>
Years of Average Compensation
Benefit --------------------------------------------------------------
Service $75,000 $100,000 $125,000 $150,000 $175,000 $200,000
-------- ------- -------- -------- -------- -------- --------
<C> <C> <C> <C> <C> <C> <C>
2 $ 2,250 $ 3,000 $ 3,750 $ 4,500 $ 5,250 $ 6,000
5 5,625 7,500 9,375 11,250 13,125 15,000
10 11,250 15,000 18,750 22,500 26,250 30,000
15 16,875 22,500 28,125 33,750 39,375 45,000
20 22,500 30,000 37,500 45,000 52,500 60,000
30 & over 33,750 45,000 56,250 67,500 78,750 90,000
</TABLE>
Armatron International, Inc. Dreyfus 401(k) Profit Sharing Plan
- ---------------------------------------------------------------
On July 1, 1989, the Company established a 401(k) Profit Sharing Plan
and Trust (the "Profit Sharing Plan"), which plan qualifies under Section
401(k) of the Internal Revenue Code for favorable tax treatment as long as the
Profit Sharing Plan annually meets a special, non-discrimination test. This
test is designed to assure a fair mix of contributions among employees at all
income levels. In November 1994 the Company changed the plan name to and
adopted the Armatron International, Inc./Dreyfus 401(k) Profit Sharing Plan
and Trust.
REPORT ON EXECUTIVE COMPENSATION
Since the Company does not have a Compensation Committee, the Board of
Directors establishes the executive compensation policies of the Company and
establishes both the compensation plans and specific compensation levels of
executive officers. It also supervises the administration of the 1981 Non-
Qualified Stock Option Plan by the Stock Option Committee.
The executive compensation program is comprised of base salary, and
various benefits, including an executive retirement plan, life insurance,
health insurance, and another retirement plan generally available to employees
of the Company.
Chief Executive Officer Compensation. Mr. Charles Housman was appointed
Chief Executive Officer in 1987. As of March 1, 1995, Mr. Housman has waived
his base salary as a part of the temporary salary freeze program.
Compensation Committee Interlocks and Inside Participation In
Compensation Decisions. The following Officers of the Company served on the
Board of Directors for the 1995 fiscal year:
Charles J. Housman Elliot J. Englander
By the Board of Directors:
Charles J. Housman, Chairman of the Board Elliot J. Englander, Director
Edward L. Housman, Director Craig Spangenberg, Director
William Welsh, Director
CERTAIN TRANSACTIONS
The Company paid to the firm of Englander, Finks, Ross, Cohen & Brander,
P.C., a total of $60,000, $21,000, and $110,000, respectively, for legal
services rendered to the Company during the fiscal years ended September 30,
1995, 1994 and 1993. The Company anticipates that fees to that firm will be
approximately $60,000 during fiscal 1996. Elliot J. Englander, Clerk and a
Director of the Company, is a member of that firm.
During fiscal year 1994, the Company renewed a $7,000,000 line of credit
from a realty trust operated for the benefit of the Company's principal
shareholders. This line of credit, with interest payable at 10%, requires
monthly payments of interest only, is payable in full on October 1, 1997 and
is collateralized by all assets of the Company. The Company had $4,715,000
outstanding under this line of credit at September 30, 1995.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
for the year ended September 30, 1995
The following graph shows a five-year comparison of cumulative total
returns for the Company, the AMEX Market Index and Peer Group Index. The Peer
Group is comprised of the following securities: Adage, Inc.; Armatron
International, Inc.; Aseco, CP; Datakey, Inc.; ECC International, CP; Evans &
Sutherland Company; First Alert, Inc.; Fusion Systems, CP; Ion Laser
Technology, Inc.; Isomet, CP; Knogo North Amer, Inc.; Laser, CP;
Lasertechnics, Inc.; Philips Electronics, NV; Quad Systems, CP; Reflectone,
Inc.; Satcon Technology, CP; Spatializer Audio LB, Inc.; Standard Motor
Prods.; and United Industrial, CP.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG ARMATRON INTERNATIONAL, INC.,
AMEX MARKET INDEX AND SIC CODE INDEX
<TABLE>
<CAPTION>
Fiscal Year Ending
-------------------------------------------------
Company 1990 1991 1992 1993 1994 1995
- ------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Armatron Internat 100 137.50 131.25 87.50 46.88 34.38
Industry Index 100 143.25 114.63 161.63 231.62 359.37
Broad Market 100 119.92 125.15 146.91 149.73 180.41
</TABLE>
ASSUMES $100 INVESTED ON OCT. 1, 1990
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEP.30, 1995
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of its Audit Committee,
has selected the firm of R. J. Gold & Company, P. C. to serve as the
Company's independent auditors for the fiscal year ending September 30, 1996,
a service they presently perform. Although it is not required to do so, the
Board of Directors is submitting the selection of R. J. Gold & Company, P.C.
for ratification in order to assess the views of stockholders. If the
selection is not ratified, the Board of Directors will reconsider its
selection. This proposal requires the favorable vote of at least a majority of
the shares of Common Stock outstanding on the Record Date and represented at
the Annual Meeting.
The Company's financial statements for the previous fiscal year ended
September 30, 1995 were audited by R. J. Gold & Company, P.C. In connection
with the audit function, R. J. Gold & Company P.C. also reviewed the Company's
annual report and its filings with the Securities and Exchange Commission
("SEC").
R. J. Gold & Company, P.C. provided all professional services indicated
at customary rates and terms.
The Audit Committee of the Board of Directors has established a policy
regarding services which may be provided by the Company's independent
auditors. This policy states that the Company's independent auditors may be
engaged by management to perform any services normally provided by accounting
firms for SEC-registered audit clients, provided that the independence
requirements of the American Institute of Certified Public Accountants have
been considered and that the fees for such non-audit services do not exceed a
certain level of the fees for audit services rendered during the year. Fees
for non-audit services in excess of this level would require pre-approval by
the Audit Committee.
It is expected that representatives of R. J. Gold & Company, P.C. will
be present at the Annual Meeting with the opportunity to make a statement if
they so desire and to answer appropriate questions relating to the audit
performed.
CHANGE IN INDEPENDENT ACCOUNTANTS
On March 1, 1994, the Board of Directors of the Company, acting upon the
recommendation of the Audit Committee of the Board, approved the engagement of
the firm of R. J. Gold & Company, P.C. as its independent accountants as of
March 1, 1994 to replace the firm of Coopers & Lybrand, whose engagement as
independent accountants of the Company was terminated effective February 28,
1994.
The report of Coopers & Lybrand on the Company's financial statements
for the year ended September 1993 did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles. In connection with the audit of the
Company's financial statements for the year ended September 1993, there were
no disagreements with Coopers & Lybrand on any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures which, if not resolved to the satisfaction of Coopers & Lybrand,
would have caused Coopers & Lybrand to make reference to the matter in
connection with its report. Also, during the year ended September 1993, there
was no "reportable events" as defined in subparagraph (a)(1)(v) of Item 304 of
Regulation S-K.
During the year ended September 1993, neither the Company nor anyone
else on its behalf consulted R. J. Gold & Company, P.C. regarding either (i)
the application of accounting principles to a specified transaction, either
completed or proposed, or (ii) the type of audit opinion that might be
rendered on the Company's financial statements.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
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 offi-cers, and persons who own more than ten percent
of the Company's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.
Directors, officers and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, based solely on review of the copies of
the above-mentioned reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended September 30, 1995 all Section 16(a) filing requirements applicable to
its Directors and officers and greater than ten percent beneficial owners were
complied with.
PROPOSALS OF SECURITY HOLDERS
In accordance with the By-Laws of the Company, the annual meeting of
stockholders following the Annual Meeting of Stockholders to which this Proxy
Statement relates, is scheduled to be held on Thursday, January 16, 1997. If
there is no change in the date of such annual meeting, proposals of security
holders intended to be presented by or on behalf of a security holder at such
annual meeting must be received by the Company at its offices in Melrose,
Massachusetts on or before September 19, 1996.
OTHER BUSINESS
The Board of Directors does not intend to bring any other business
before the Annual Meeting and is not aware that anyone else intends to do so.
However, if any other business properly comes before the Annual Meeting, it is
the intention of the holders of proxies solicited by the Board of Directors to
vote in accordance with their best judgment on any such matter.
ARMATRON LOGO
MELROSE, MASSACHUSETTS 02176
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JANUARY 25, 1996
Know All Persons By These Presents, that the undersigned stockholder(s)
of Armatron International, Inc. hereby constitutes and appoints Craig
Spangenberg, William Welsh and Edward L Housman, each of them, attorneys and
proxies of the undersigned, each with full power of substitution and
revocation, to vote all shares of stock of the undersigned in said Company at
the meeting of stockholders to be held at the Company's principal executive
offices, Two Main Street, Melrose, Massachusetts 02176, on January 25, 1996 at
11:00 o'clock A.M., Eastern Standard Time, and at any adjournments thereof,
with all power the undersigned would possess if personally present, upon the
following:
1. ELECTION OF DIRECTORS: FOR the nominees listed below:
Withhold Authority [ ] To vote for the nominees listed below except as
indicated on the line below [ ]
------------------------------------------------
Charles Housman, Edward Housman
2. PROPOSAL TO APPROVE THE APPOINTMENT OF R. J. GOLD & COMPANY, P.C. as the
independent auditors of the corporation for the 1996 fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(PLEASE SIGN ON REVERSE SIDE)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WHO
RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S).
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THESE PROPOSALS.
The undersigned hereby acknowledges
receipt of the Annual Report for 1995
and the Notice and Proxy Statement for
this meeting, and hereby revokes any
proxies heretofore given.
Date:_________________________ , 19__
--------------------------------------
--------------------------------------
Signature(s) of stockholder(s)
Signature(s) should agree with the
name(s) on stock certificate.
Executors, Administrators, Trustees,
etc. should so indicate when signing.
Please sign, date and return promptly-
no postage required.
