SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 S240.14a-11(c) or S240.14a-12
ACRODYNE COMMUNICATIONS, INC.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exhange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:___
(2) Aggregate number of securities to which transaction applies:______
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
__________________________________________________________________
(4) Proposed maximum aggregate value of transaction:__________________
(5) Total fee paid:___________________________________________________
[ ] Fee previously paid 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>
ACRODYNE COMMUNICATIONS INC.
516 Township Line Road
Blue Bell, PA 19422
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On
June 9, 1997
--------------------------------
The 1997 Annual Meeting of Shareholders (the "Meeting") of Acrodyne
Communications, Inc. (the "Company"), will be held at the Company's offices at
516 Township Line Road, Blue Bell, PA 19422 on June 9, 1997 at 10:00 A.M.,
local time, for the following purpose:
To consider and vote on proposals providing for the following matters:
(1) Election of four Directors of the Company to serve for the ensuing year
and until their successors are elected.
(2) Ratification of Price Waterhouse LLP as auditors of the Company.
(3) To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The record date for determining shareholders of record eligible to vote at
the Annual Meeting is April 30, 1997.
By Order of the Board of Directors
/s/ Martin J. Hermann
Martin J. Hermann, Secretary
May 9, 1997
Shareholders are invited to attend the meeting in person.
Shareholders can help management avoid unnecessary expense and delays by
promptly returning the enclosed proxy. Whether or not you expect to attend the
meeting, it is important that your shares be represented. Therefore, please
fill out, date, sign and return the proxy in the stamped and addressed envelope
enclosed for your convenience.
<PAGE>
ACRODYNE COMMUNICATIONS, INC.
516 Township Line Road
Blue Bell, PA 19422
____________________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 1997
The enclosed proxy is solicited by the Board of Directors of Acrodyne
Communications, Inc. (the "Company") for use at the 1997 Annual Meeting of
Stockholders (the "Meeting") to be held at the Company's principal executive
offices, Acrodyne Communications, Inc., 516 Township Line Road, Blue Bell, PA
19422, on June 9, 1997 at 10:00 A.M., local time, and at any adjournments
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. Solicitation of proxies will be made by mail, telephone and,
to the extent necessary, personal interviews. Proxies may be solicited by
officers and employees of the Company without additional compensation to them.
All expenses incident to the preparation of proxy material and solicitation of
proxies are to be paid by the Company. It is anticipated that on or about
May 9, 1997 this proxy statement and the enclosed form of proxy will be mailed
to shareholders.
The persons named in the accompanying proxy (the "Proxies") have advised
the Company of their intention, if no contrary instructions are given, to vote
the shares represented by the proxies received by them:
(i) FOR the election as directors of the Company of those persons designated
as the Board of Directors nominees;
(ii) FOR ratification of Price Waterhouse LLP as auditors of the Company; and
in accordance with their best judgment on any other matters which may come
before the Meeting. At this time, management knows of no other matters which
are expected to come before the Meeting. A stockholder executing and returning
a proxy has the power to revoke it at any time before it is voted at the
Meeting by notice in writing to the Secretary of the Company, or by attending
the Meeting and voting in person. Attendance at a meeting will not, in and of
itself, constitute revocation of a proxy.
Record Date and Share Ownership
The Board of Directors (the "Board") of the Company has fixed the close
of business on April 30, 1997 as the record date for the determination of the
shareholders entitled to receive notice of, and to vote at, the Annual Meeting
(the "Record Date"). The only outstanding classes of stock of the Company are
(i) its Common Stock, par value $.01 per share (the "Common Stock"), and
(ii) its 8% Convertible Redeemable Preferred Stock, par value $1.00 per share
(The "8% Preferred Stock"). On the Record Date, there were issued and
outstanding 4,434,270 shares of Common Stock, and 8,500 shares issued and
outstanding of the 8% Preferred Stock.
<PAGE>
Voting
The Common Stock and the 8% Preferred Stock are the only securities of the
Company entitled to vote at the Meeting. At the Meeting, each share of Common
Stock is entitled to one vote and each share of 8% Preferred Stock is entitled
to 25 votes. There are no cumulative voting rights with respect to the Common
Stock or the 8% Preferred Stock.
Quorum
The presence at the Meeting of the holders of a majority of the shares of
stock outstanding on the Record Date, in person or by proxy, constitutes a
quorum for the transaction of business by such holders at the Meeting.
Other Proposals
The Board does not know of any matter other than the foregoing that is
expected to be presented for consideration at the Meeting. However, if other
matters properly come before the Meeting, the Proxies intend to vote thereon
in accordance with their best judgment.
PROPOSAL I - ELECTION OF DIRECTORS
At the Meeting four directors, who will constitute the entire Board, are
to be elected to serve until the next annual meeting of stockholders and until
their successors shall be elected and shall qualify. All nominees have
consented to being named herein and have agreed to serve if elected. Should
any of said nominees not remain a candidate at the time of the Meeting (a
situation which is not now anticipated) proxies solicited hereunder will be
voted in favor of those nominees who do remain as candidates and may be voted
for substitutes nominated by the Board.
Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the Meeting.
The nominees of the Board of Directors are listed below, with certain
information about each of them:
SERVED AS
NAME AGE POSITION WITH COMPANY DIRECTOR SINCE
A. Robert Mancuso 59 Chairman, President and CEO May 1991
Martin J. Hermann 59 Director, Secretary and
General Counsel May 1991
Dr. Elmer M. Lipsey 72 Director December 1993
Daniel D. Traynor 54 Vice President and
General Manager June 1995
of Acrodyne Industries, Inc.
<PAGE>
Proxies will be voted FOR the election of all of the above named nominees
unless the shareholders indicate that the proxy shall not be voted for all or
any one of the nominees. In no event, however, shall the proxies be voted for
a greater number of persons than the number of nominees named.
Directors and Executive Officers of the Registrant
The following table sets forth certain information about the executive
officers and directors of the Company. All officers and directors hold office
until their respective successors are elected and qualified, or until their
earlier resignation or removal.
NAME AGE POSITION
- -------------------------- ---- -----------------------------------------
A. Robert Mancuso....... 59 Chairman of the Board,
President and Chief Financial Officer of
the Company and Acrodyne Industries, Inc.
Martin J. Hermann....... 59 Director, Secretary and General Counsel
Dr. Elmer M. Lipsey..... 72 Director
Daniel D. Traynor....... 54 General Manager and Vice President of
Acrodyne Industries, Inc.
Dr. Timothy P. Hulick... 54 Vice President--Engineering of Acrodyne
Industries, Inc.
A. ROBERT MANCUSO has been Chairman of the Board and President of the
Company since its inception in May 1991. From July 1991, until January 1993,
he was president of R.M. Hudson Co., Inc., financial consultants for mergers
and acquisitions. From January 1987 to June 1991, he served as vice president
of Reichhold Chemicals, a specialty chemical company. From January 1987 to
June 1991, he also served as president of RBH Dispersions, another specialty
chemical company. From July 1986 to December 1989, he was senior vice president
of Polychrome Corporation, a manufacturer of film and printing plates for the
ink industry, and president and chief executive officer of Polychrome
Chemicals, a specialty chemical manufacturer. Reichhold Chemicals, RBH
Dispersions, Polychrome Corporation and Polychrome Chemicals are owned by
Dainippon Ink & Chemicals, Inc., a Japanese chemical conglomerate. Prior to
joining the Polychrome companies in 1986, he was employed by Union Carbide
Corporation for 26 years. Since February 1989, Mr. Mancuso has served on the
Board of Directors of Silent Radio, Inc. (formerly LaSalle Capital Corp.).
MARTIN J. HERMANN has served as a Director, Secretary and General Counsel
of the Company since the Company's inception. Mr. Hermann has been secretary
of SilentRadio, Inc. since February 1991. Mr. Hermann has been engaged in the
private practice of law since 1963.
DR. ELMER M. LIPSEY has been a Director of the Company since December 24,
1993. Since 1984 he has been the President and Chief Executive Officer of E.M.
Lipsey Associates, Inc., a company which he founded to design and manufacture
digital communications and navigation equipment and systems. From 1991 to 1995,
he was the chief scientist and a director of The LuxCel Group, Inc., a cellular
communications company. He has specific expertise on the propagation of radio
signals, holds several patents, has published numerous scientific and
engineering papers, and was an engineering consultant to the U.S. Air Force
and Navy.
<PAGE>
DANIEL D. TRAYNOR has been employed by Acrodyne Industries, Inc., a wholly
owned subsidiary of the Company ("Acrodyne"), since 1970, has been the Vice
President since 1985 and the General Manager since 1990, and has the
responsibility for overall day to day management of Acrodyne, including
supervision of production, sales and marketing. Prior to 1970 he held
engineering management positions with American Electronics Laboratories.
DR. TIMOTHY P. HULICK has been Vice President--Engineering of Acrodyne
since 1985, with responsibility for product concept, design, and development
as well as final test and field service. Dr. Hulick authored Acrodyne's 1989
United States patent for the digital amplitude modulator design concept. Prior
to 1985, Dr. Hulick was director of transmitter products development at the
Broadcast Products Division of Harris Corporation and president of Electronic
Research Corporation.
Directors will serve in such capacity until the next annual meeting of
the stockholders and thereafter or until their successors have been duly
elected and qualified. Executive officers are elected by the Board of
Directors on an annual basis and serve at the discretion of the Board or
pursuant to an employment agreement.
Board of Directors
The directors of the Company hold office for a term of one year or until
the next annual meeting of stockholders and the election and qualification of
their successors. The Company's bylaws provide for a Board of Directors
comprised of at least one person. The number of directors may be increased
or decreased by action of the stockholders or of the directors.
The Board held two meetings during the fiscal year ended December 31, 1996
at which all directors were present, and acted by unanimous written consent on
several occasions. The Company does not have a standing audit, compensation or
nominating committee, and the directors nominated for election at the Meeting
were nominated by the entire Board.
Directors are reimbursed for travel and other reasonable expenses related
to the Board meetings. Directors are not paid any fees for attending Board
meetings.
EXECUTIVE COMPENSATION
The following table summarizes the compensation earned by the Company's
executive officers, for services provided during fiscal years 1996 and 1995.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE Securities
Underlying
Name & Principal Position____________________ Year Salary Bonus Options
<S> <C> <C> <C> <C>
A. Robert Mancuso 1996 $150,000 0
Chairman of the Board and Chief Executive Officer 1995 $150,000 $104,000 37,500
of the Company and of Acrodyne Industries, Inc.
Daniel Traynor 1996 $126,500 0
General Manager and Vice President 1995 $126,500 37,500
of Acrodyne Industries, Inc.
Dr. Tim Hulick 1996 $113,000 0
Vice President-Engineering 1995 $113,000 37,500
of Acrodyne Industries, Inc.
</TABLE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR - NONE
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES FISCAL YEAR AND YEAR-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-money
Options Options
Name at 12-31-96 at 12-31-96
<S> <C> <C> <C>
A. Robert Mancuso Exercisable 237,500 $ 658,713
Unexercisable 0 $ 0
Daniel Traynor Exercisable 37,500 $ 96,113
Unexercisable 0 $ 0
Timothy Hulick Exercisable 37,500 $ 96,113
Unexercisable 0 $ 0
David Meister * Exercisable 37,500 $ 96,113
Unexercisable 0 $ 0
* Former consulting CFO
</TABLE>
<PAGE>
Employment Agreements
The Company has entered into a three-year employment agreement (subject to
successive two-year renewal terms) with Mr. Mancuso, pursuant to which Mr.
Mancuso serves as President, Chief Executive Officer and Chairman of the Board
of Directors of the Company at an initial base salary of $150,000 per year
commencing October 24,1994. Mr. Mancuso is entitled to receive a bonus equal
to the greater of (i) 5% of the Company's earnings before interest and taxes
("EBIT") for each year, or (ii) 10% of the difference between EBIT for the year
of the bonus and the previous year's EBIT. Mr. Mancuso was granted an option
to purchase 100,000 shares of Common Stock at an exercise price of $3.00 per
share pursuant to the terms of his employment agreement of which 33,333 vested
on each of January 1, 1995 and 1996 and 33,334 vested on January 1, 1997.
Mr. Mancuso was also granted additional options to purchase 137,500 shares of
Common Stock pursuant to the Company's 1993 stock option plan (the "1993
Plan") at an exercise price of $3.50, of which 100,000 and 37,500 shares vested
on October 14, 1995 and June 9, 1996, respectively. The Company also provides
Mr. Mancuso with an automobile allowance of $900 per month. The agreement also
includes a non-competition obligation that extends for two years following the
expiration of the agreement or the earlier termination of his employment.
In addition, the Company has entered into three-year employment agreements
with Mr. Traynor as Vice President and General Manager and Dr. Hulick as Vice
President-Engineering, respectively of Acrodyne commencing October 24, 1994.
Such agreements are subject to one or more two year renewals. Dr. Hulick
receives a base salary of $113,000 and Mr. Traynor receives a base salary of
$126,500. Each of Dr. Hulick and Mr. Traynor is entitled to an annual bonus
of up to 70% of their respective base salaries based upon a schedule of
earnings before taxes as a percentage of budgeted earnings before taxes.
PRINCIPAL SHAREHOLDERS
The following table sets forth information with respect to the beneficial
ownership of shares of Common Stock as of April 30, 1997, and 8% Preferred
Stock as of the same date, by (i) each person known by the Company to be the
owner of more than 5% of the outstanding shares of Common Stock or 8% Preferred
Stock, (ii) each director, and (iii) all directors and officers as a group:
(1) (2) (3) (4)
Title of Name & Address Amount & Nature Percent of
Class (a) of Beneficial Owner of Beneficial Owner Class
____________ ___________________ ___________________ __________
(b)
Common Stock Daniel Traynor 192,460 shares 4.4%
Common Stock A. Robert Mancuso 292,500 shares(c) 6.4%
Common Stock Martin J. Hermann 43,000 shares 1.0%
Common Stock Dr. Elmer M. Lipsey -0- shares 0%
Common Stock All officers and 679,800 shares 14.6%
directors as a
group (6 persons)
8% Preferred Stock Furst Associates 4,100 shares 48.2%
8% Preferred Stock Eagle Partners 2,200 shares 25.9%
8% Preferred Stock FM Partners 1,700 shares 20.0%
8% Preferred Stock Dynamic Value Partners 500 shares 5.9%
(a) None of the officers or directors of the Company beneficially owns
any shares of 8% Preferred Stock.
(b) The address of Messrs. Traynor and Mancuso is c/o the Company, 516
Township Line Road, Blue Bell, Pennsylvania 19422. The address of Dr. Lipsey
is 6719 Wemberly Way, McLean, Virginia 22101. The address of Mr. Hermann is
725 Glen Cove Avenue, Glen Head, New York 11545. The address of Furst
Associates, Eagle Partners and FM Partners is Suite 105, 621 E. Germantown
Pike, Plymouth Valley, Pennsylvania 19401-2454. The address of Dynamic Value
Partners is 1025 Alhambra Circle, Coral Gables, Florida 33134.
(c) Includes 237,500 shares of Common Stock issuable upon the exercise of
stock options granted to Mr. Mancuso consisting of (i) 137,500 shares of
Common Stock issuable pursuant to the Company's 1993 Plan of which 100,000 and
37,500 shares vested on October 14, 1995 and June 9, 1996, respectively (ii)
100,000 shares of Common Stock issuable pursuant to the terms of his
employment agreement of which 33,333 vested on each of January 1, 1995 and
1996 and 33,334 vested on January 1, 1997.
Certain Relationships and Related Transactions
Any future transactions between the Company and any affiliate thereof
will be on terms no less favorable to the Company than those which are
generally available from unaffiliated third parties and must be ratified by a
majority of independent members of the Company's Board of Directors who do
not have an interest in such transaction.
There were no such matters which came before the Board during the year
ended December 31, 1996.
PROPOSAL II - RATIFICATION OF
PRICE WATERHOUSE LLP AS AUDITORS
Subject to shareholder ratification, the Board of Directors has
reappointed the firm of Price Waterhouse LLP as the independent auditors to
examine the Company's financial statements for the year 1996. Price
Waterhouse has audited the Company's books for the prior three years. Your
Directors recommend that shareholders vote FOR such ratification.
Ratification of the appointment of auditors would require a majority of the
votes cast thereon. Any shares not voted (whether by abstention, broker
non-vote, or otherwise) have no impact on the vote. If the shareholders do
not ratify this appointment, other independent auditors will be considered by
the Board.
Representatives of Price Waterhouse are expected to attend the Meeting
and will have the opportunity to make a statement if they desire and to
respond to appropriate questions.
<PAGE>
During 1996, Price Waterhouse also examined the financial statements of
the Company's subsidiary, Acrodyne Industries, Inc., and provided other audit
services to the Company and subsidiaries in connection with filings with the
Securities and Exchange Commission (the "SEC") and review of financial
statements and provided tax services.
BOARD OF DIRECTORS' RECOMMENDATIONS
The Board of Directors unanimously recommends that the shareholders vote
"FOR" the foregoing Proposals.
SHAREHOLDERS PROPOSALS
Shareholders who wish to present proposals at the 1998 Annual Meeting
should submit their proposals in writing to the Secretary of the Company at
the address set forth on the first page of this Proxy Statement. Proposals
must be received no later than January 29, 1998 for inclusion in next year's
Proxy Statement and Proxy Card.
ANNUAL REPORT ON FORM 10-KSB
Upon the written request of any shareholder, the Company will provide,
without charge, a copy of the Company's Annual Report on Form 10-KSB filed
with the Commission for the year ended December 31, 1996. This request
should be directed to the Corporate Secretary, Acrodyne Communications,
Inc., 516 Township Line Road, Blue Bell, PA 19422.
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, as well as persons who own more
than ten percent of a registered class of the Company's equity securities, to
file with the SEC initial reports of beneficial ownership and reports of
changes in beneficial ownership of the Common Stock. Directors, executive
officers and greater-than-ten-percent shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) report
they file.
Based solely on a review of the copies of such furnished to the Company,
or written representation that no Form 5 was required, the Company believes
that all persons subject to the reporting requirements of Section 16(a) filed
all required reports on a timely basis during the past fiscal year.
GENERAL INFORMATION
The cost of soliciting the enclosed form of Proxy will be borne by the
Company. In addition, the Company will reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Directors,
officers and regular employees of the Company may, without additional
compensation, solicit proxies either personally or by telephone, telegram or
special letter.
<PAGE>
At this time, the Board knows of no other business that will come before
the Meeting. However, if any other matters properly come before the Meeting,
the persons named as Proxy holders will vote on them in accordance with their
best judgment.
By Order of the Board of Directors
/s/ Martin J. Hermann
Martin J. Hermann, Secretary
May 9, 1997
<PAGE>
ACRODYNE COMMUNICATIONS, INC.
-----------------------------
PROXY
Annual Meeting of Stockholders, June 9, 1997
Proxy Solicited on behalf of the Board of Directors
-----------------------------
The undersigned, a stockholder of Acrodyne Communications, Inc., a
Delaware corporation (the "Company"), does hereby constitute and appoint
A. Robert Mancuso the true and lawful attorney and proxy with full power of
substitution, for and in the name, place and stead of the undersigned, to vote
all of the shares of Common Stock of the Company that the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders
of the Company to be held on June 9, 1997 at Acrodyne Communications, Inc.,
516 Township Line Road, Blue Bell, PA 19422 at 10:00 a.m., local time, or at
any adjournment or adjournments thereof.
The undersigned hereby instructs said proxies or their substitutes as
set forth below.
1. ELECTION OF DIRECTORS:
FOR ALL OF THE NOMINEES LISTED WITHHOLD AUTHORITY TO VOTE FOR
BELOW (EXCEPT AS MARKED TO ALL OF THE NOMINEES AS INDICATED
THE CONTRARY). BELOW.
(INSTRUCTION: To withhold authority to vote for any nominee, draw a line
through that nominee's name below)
A. Robert Mancuso Daniel D. Traynor
Dr. Elmer M. Lipsey Martin J. Hermann
2. RATIFICATION OF PRICE WATERHOUSE LLP AS COMPANY'S AUDITORS:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. DISCRETIONARY AUTHORITY:
To vote with discretionary authority with respect to all other matters
that may properly come before the Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREINBEFORE
GIVEN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT THE
NOMINEES AS DIRECTORS, TO RATIFY PRICE WATERHOUSE AS AUDITORS AND IN
ACCORDANCE WITH THE DISCRETION OF THE PROXIES OR PROXY WITH RESPECT TO ANY
OTHER BUSINESS TRANSACTED AT THE ANNUAL MEETING.
The undersigned hereby revokes any proxy or proxies heretofore given and
ratifies and confirms all that the proxies appointed hereby, or any of them,
or their substitutes, may lawfully do or cause to be done by virtue hereof.
The undersigned hereby acknowledges receipt of a copy of the Notice of Annual
Meeting, dated May 9, 1997.
Please mark, date, sign and mail this proxy in
the envelope provided for this purpose.
Dated: _________________________________, 1997
______________________________________________
______________________________________________
Signatures(s)
NOTE: Please sign exactly as your name or
names appear hereon. When signing as
attorney, executor, administrator, trustee or
guardian, please indicate the capacity in
which signing. When signing as joint tenants,
all parties in the joint tenancy must sign.
When a proxy is given by a corporation, it
should be signed with full corporate name
by a duly authorized officer.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY.
