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 Rule 240.14a-11(c) or Rule
240.14a-12
ACRODYNE COMMUNICATIONS, INC.
(Name of Registrant as Specified in Its Charter)
A. ROBERT MANCUSO, CHAIRMAN AND PRESIDENT
(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)(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>
ACRODYNE COMMUNICATIONS, INC.
516 TOWNSHIP LINE ROAD
BLUE BELL, PA 19422
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
JUNE 8, 1998
The 1998 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 8, 1998 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 five 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 Meeting is April 30, 1998.
By Order of the Board of Directors
Martin J. Hermann, Secretary
May 11, 1998
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 SHAREHOLDERS
TO BE HELD ON JUNE 8, 1998
The enclosed proxy is solicited by the Board of Directors of Acrodyne
Communications, Inc. (the "Company") for use at the 1998 Annual Meeting of
Shareholders (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 8, 1998 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
11, 1998 this proxy statement and the enclosed form of proxy will be mailed to
shareholders. The Annual Report to Shareholders for the fiscal year ended
December 31, 1997 accompanies this proxy statement.
The persons (the "Proxies") named in the accompanying proxy 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 Warehouse 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 shareholder 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 the 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, 1998 as the record date (the "Record Date") for the
determination of the shareholders entitled to receive notice of, and to vote at,
the Meeting. 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 5,318,270 shares issued and outstanding of the
Common Stock, and 6,500 shares issued and outstanding of the 8% Preferred Stock.
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, five 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:
<PAGE>
POSITION WITH SERVED AS
NAME AGE COMPANY DIRECTOR SINCE
A. Robert Mancuso....... 60 Chairman of the Board, May 1991
President and Chief
Executive Officer of the
Company and Acrodyne
Industries, Inc.
Martin J. Hermann....... 60 Director, Secretary and May 1991
General Counsel of the
Company
Daniel D. Traynor....... 55 Director of the Company October 1994
and Vice President and
General Manager of
Acrodyne Industries, Inc.
Brian N. Byrnes......... 56 Director Nominee of the (Nominee)
Company
Robert F. Raucci........ 43 Director of the Company January 1998
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............... 60 Chairman of the Board,
President and Chief
Executive Officer of the
Company and Acrodyne
Industries, Inc.
Martin J. Hermann ............... 60 Director, Secretary and
General Counsel of the Company
Daniel D. Traynor................ 55 Director of the Company and
Vice President and General
Manager of Acrodyne Industries,
Inc.
Dr. Timothy P. Hulick............ 56 Vice President - Engineering
of Acrodyne Industries, Inc.
Robert F. Raucci................. 43 Director of the Company
Brian N. Byrnes.................. 56 Director Nominee of the Company
Ronald R. Lanchoney.............. 51 Chief Financial Officer of
the Company
A. ROBERT MANCUSO has been Chairman of the Board, President and Chief
Executive Officer of the Company since its inception in May 1991. Mr. Mancuso
has also served as President and Chief Executive Officer of Acrodyne Industries,
Inc., a wholly-owned subsidiary of the Company ("Acrodyne"), since its
acquisition by the Company in October 1994. From July 1991 to October 1994, he
was also 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, Mr. Mancuso was employed by Union Carbide
Corporation for 26 years.
MARTIN J. HERMANN has served as a Director, Secretary and General Counsel
of the Company since its inception in May 1991. Mr. Hermann has been engaged in
the private practice of law since 1963.
DANIEL D. TRAYNOR has been employed by Acrodyne since 1970. He has been its
Vice President since 1985 and General Manager since 1990. Mr. Traynor has
responsibility for the overall day-to-day management of Acrodyne, including
supervision of production, sales and marketing. Prior to 1970, he held
engineering and management positions with American Electronics Laboratories. Mr.
Traynor has served as a Director of the Company since October 1994.
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 seven (7) Acrodyne
United States patents 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.
ROBERT F. RAUCCI has served as a Director of the Company since January 18,
1998. Since 1997 Mr. Raucci has been a managing member of Newlight Management,
LLC, a technology-oriented private equity management firm. Since 1994 Mr. Raucci
has also been president of RAM Investment Corporation ("RAM"). RAM, formed in
1994, makes venture capital investments and advises institutional private equity
clients. Before forming RAM, Mr. Raucci spent the preceding 9 years (1985-1994)
with Alliance Capital Management Corporation, a global investment management
organization at which he was part of a team that managed a portfolio of $300
million in private equity investments including new venture capital
partnerships, secondary purchases of existing venture capital investments and
direct company investments. Between 1976 and 1985, Mr. Raucci worked for Graphic
Scanning Corporation ("GSC"), a publicly traded telecommunications service and
manufacturing company. During his employment at GSC, Mr. Raucci held various
senior management positions in engineering and technical marketing. Mr. Raucci
also serves as a director of Dental Care Alliance Corp.
BRIAN N. BYRNES, who has been nominated by the Board as a Director of the
Company, is president of BNB Communications, Inc., a company which he founded in
1987 and which acts as a consultant to owners and operators of broadcast
properties. From 1963 to 1970, he worked as a sales representative and later as
regional sales manager with Taft Broadcasting. In 1970 Mr. Byrnes joined
Meredith Broadcasting as its national sales manager. From 1972 to 1980, he
worked with Peters, Griffin, Woodward, Inc., initially as an account executive
and later as vice president representing television stations to national
advertisers. In 1980 Mr. Byrnes joined Gillett Communications, Inc. ("Gillett")
as vice president and general manager of one of Gillett's affiliated stations,
KPWR-TV. In 1981 he was appointed president of Gillett where he worked until
1983 when he left to help form Channel Communications, Inc., a company at which
he worked until forming BNB Communications, Inc.
RONALD R. LANCHONEY has been the Chief Financial Officer of the Company
since March 2, 1998. During the one month period prior to that date, Mr.
Lanchoney held the position of consulting CFO for the Company, providing
financial consulting services to the Company on a part-time basis. As an
independent financial consultant, Mr. Lanchoney operated his own management and
financial consulting business from August 1996 until joining the Company on a
full-time basis in March 1998. From 1978 to mid-1996, Mr. Lanchoney was the
executive vice president of I/O Corporation, a company which he co-founded and
which is a distributor of advanced technology electrical and electronic control
equipment. From 1970 to 1978, Mr. Lanchoney held various positions including
division controller with I-T-E Imperial Corporation, a manufacturer of high and
low voltage electrical switch gear, distribution and control equipment.
Directors will serve in such capacity until the next annual meeting of
shareholders 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 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 shareholders or of the directors.
The Board held two meetings during the fiscal year ended December 31, 1997
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 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 (the "Named Executive Officers"), for services provided
during the Company's fiscal years ended December 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term All Other
Compensation Compensation
Annual Compensation
Securities
Fiscal Underlying
Name and Principal Position Year Salary Bonus Options (#)
<S> <C> <C> <C> <C>
A. Robert Mancuso 1997 $150,000 None None
Chairman of the Board, 1996 $150,000 None None (See description
President and Chief Executive Officer 1995 $150,000 $104,000 137,500 of auto
allowance under
"Employment
Agreements")
Daniel D. Traynor 1997 $126,500 None None None
General Manager and Vice 1996 $126,500 None None None
President of Acrodyne 1995 $126,500 None 37,500 None
Dr. Timothy P. Hulick 1997 $113,000 None None None
Vice President - Engineering 1996 $113,000 None None None
of Acrodyne 1995 $113,000 None 37,500 None
Ronald R. Lanchoney* 1997 None None None None
Chief Financial Officer 1996 None None None None
* Mr. Lanchoney was hired as Chief Financial Officer on March 2, 1998 at an
annual salary of $80,000. During the one month period prior to that date, Mr.
Lanchoney served as consulting CFO to the Company, providing financial
consulting services to the Company on a part-time basis.
</TABLE>
<PAGE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
There were no stock option grants made by the Company to the Named
Executive Officers during the fiscal year ended December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-The-
Shares Options At Money Options At Year
Acquired Year-End (#) End ($)
On Value
Name Exercise (#) Realized ($) Exercisable (E)/ Exercisable (E)/
Unexercisable (U) Unexercisable (U)
<S> <C> <C>
A. Robert Mancuso - - E 237,500 E $0
U 0 U $0
Daniel D. Traynor - - E 37,500 E $0
U 0 U $0
Dr. Timothy P. Hulick - - E 37,500 E $0
U 0 U $0
</TABLE>
EMPLOYMENT AGREEMENTS
Effective as of October 24, 1997, the Board of Directors caused the Company
to renew its existing employment agreement with Mr. Mancuso. Mr. Mancuso's
employment agreement continues to be subject to successive two year renewal
terms and entitles Mr. Mancuso, among other things, to a minimum base salary of
$150,000 per year and to 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.
Pursuant to the initial terms of his employment agreement, Mr. Mancuso was
granted an option to purchase 100,000 shares of Common Stock at an exercise
price of $3.00 per share, 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 Stock Option Plan") at an exercise
price of $3.50, of which 100,000 and 37,500 options vested on October 14, 1995
and June 9, 1996, respectively. The Company also provides Mr. Mancuso with an
automobile allowance of $900 per month. Mr. Mancuso's employment agreement
includes a non-competition obligation that extends for two years following the
expiration of the agreement or the earlier termination of his employment.
Effective as of October 24, 1997, the Board of Directors also caused the
Company to renew its existing employment agreements with Mr. Traynor as Vice
President and General Manager of Acrodyne and Dr. Hulick as Vice President-
Engineering of Acrodyne, in each case for an additional two year period.
Pursuant to their respective employment agreements, 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 also 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.
Pursuant to the terms of their respective employment agreements, each of
Messrs. Mancuso and Traynor and Dr. Hulick are entitled, upon a termination
without cause, to a severance payment in an amount equal to base salary for the
then remaining term of such employment agreement plus one additional year
thereafter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of shares of Common Stock, as of April 30, 1998, 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, (iii) each director nominee, (iv) the Named Executive
Officers and (v) all directors and officers as a group:
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Amount & Nature
Name & Address of of Beneficial Percent
Title of Class Beneficial Owner (A) Ownership of Class
<S> <C> <C> <C>
Common Stock Scorpion-Acrodyne 605,000 shares (b) 11.03%
Investors, LLC
Common Stock A. Robert Mancuso 292,500 shares (c) 5.26%
Common Stock Daniel D. Traynor 185,460 shares (d) 3.46%
Common Stock Martin J. Hermann 43,000 shares 0.81%
Common Stock Dr. Timothy P. Hulick 103,840 shares 1.94%
Common Stock Brian N. Byrnes 3,500 shares 0.07%
All officers and directors as a 628,300 shares 11.16%
group (5 persons)(f)
8% Preferred Stock Furst Associates 3,075 shares 47.31%
8% Preferred Stock Eagle Partners 1,650 shares 25.38%
8% Preferred Stock FM Partners 1,275 shares 19.62%
8% Preferred Stock Dynamic Value Partners 500 shares 7.69%
- ----------------------
(a) The address of Scorpion-Acrodyne Investors, LLC ("SAI") is 505 Park
Avenue, New York, New York 10022. The address of Messrs. Mancuso and Traynor and
Dr. Hulick is c/o the Company, 516 Township Line Road, Blue Bell, Pennsylvania
19422. The address of Mr. Hermann is 725 Glen Cove Avenue, Glen Head, New York
11545. The address of Mr. Byrnes is 134 N. Dearborn Parkway, Chicago, Illinois
60610. The address of Furst Associates, Eagle Partners and FM Partners is Suite
105, 621 E. Germantown Pike, Plymouth Valley, Pennsylvania 19401. The address of
Dynamic Value Partners is 1959 Fourth Street, South Naples, Florida 34102.
(b) Based solely on the Company's review of a filing made by SAI on
Schedule 13D, dated as of March 4, 1998. Includes 440,000 shares of common stock
owned by SAI and 165,000 shares of common stock issuable to SAI upon exercise of
outstanding warrants exercisable within 60 days after the date of this Proxy
Statement. Arabella, S.A., which was also a reporting person with respect to
such Schedule 13D, is described in such Schedule 13D as being an 81.82% member
of SAI.
(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 1993 Stock Option Plan, of which 100,000
and 37,500 options vested on October 14, 1995 and June 9, 1996, respectively and
(ii) 100,000 shares of Common Stock issuable upon the exercise of options issued
pursuant to the terms of Mr. Mancuso's employment agreement, of which 33,333
options vested on January 1, 1995 and 1996 and 33,334 options vested on January
1, 1997.
(d) Includes 37,500 shares of Common Stock issuable upon the exercise
of stock options granted to Mr. Traynor pursuant to the 1993 Stock Option Plan,
all of which vested on June 9, 1996.
(e) Includes 37,500 shares of Common Stock issuable upon the exercise
of stock option granted to Dr. Hulick pursuant to the 1993 Stock Option Plan,
all of which vested on June 9, 1996.
(f) Reflects beneficial ownership of Common Stock, including options
exercisable for 312,500 shares of Common Stock within 60 days after the date of
this Proxy Statement. None of the officers or directors of the Company
beneficially owns any shares of the 8% Preferred Stock.
</TABLE>
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.
As of October 24, 1997, the Company entered into a financial consulting
agreement (the "Scorpion Agreement") with Scorpion Holdings, Inc. ("Scorpion").
Scorpion has been retained by the Company to provide financial management and
strategic planning services and to arrange private and public financing, as well
as to review and analyze potential acquisition candidates. Pursuant to the
Scorpion Agreement, an annual consulting fee of $120,000 is paid by the Company
to Scorpion in 12 equal monthly installments of $10,000. The Scorpion Agreement
may be terminated by either party at any time with 60 days prior notice.
Since August 1997, BNB Communications, Inc. ("BNB"), of which Brian N.
Byrnes is president and sole shareholder, has been providing consulting services
to the Company pursuant to the terms of an agreement which may be cancelled by
either the Company or BNB upon 90 days prior notice. BNB advises the Company on
various matters including sales and marketing. The Company pays a consulting fee
to BNB of $5,000 per month for such services.
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 ("Price Waterhouse") as the Company's
independent auditors to examine the Company's financial statements for the
fiscal year ended December 31, 1997. Price Waterhouse has served as the
Company's independent auditors since the Company's inception in May 1991. The
Board of Directors recommends 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.
During the fiscal year ended December 31, 1997, Price Waterhouse also
examined the financial statements of the Company's wholly-owned subsidiary,
Acrodyne Industries, Inc., and provided other audit services to the Company and
its subsidiaries in connection with filings with the Securities and Exchange
Commission (the "SEC") 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 1999 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 11, 1999 for inclusion in next year's proxy
statement and proxy card.
ANNUAL REPORT ON FORM 10-KSB/A
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/A filed
with the Commission for the year ended December 31, 1997. 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) reports they file.
Based solely on a review of the copies of such reports furnished to the
Company, or written representations 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.
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 Proxies will vote on any such matters in accordance with their
best judgment.
By Order of the Board of Directors
Martin J. Hermann, Secretary
May 11, 1998
