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
Filed by the 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
SUNAIR ELECTRONICS, INC.
(Name of Registrant as Specified in Its Charter)
SUNAIR ELECTRONICS, INC.
(Name of Persons(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on the table below per Exchange 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 transactions apply:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
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SUNAIR ELECTRONICS, INC.
3101 S.W. Third Avenue
Fort Lauderdale, Florida 33315
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 22, 1996
TO THE STOCKHOLDERS OF SUNAIR ELECTRONICS, INC.:
The 1995 Annual Meeting of Stockholders of SUNAIR ELECTRONICS, INC. will
be held at the offices of the company, 3101 S.W. Third Avenue, Fort
Lauderdale, Florida on Monday, January 22, 1996 at 10:00 A.M. for the
following purposes:
1. The election of three (3) Directors:
2. To transact such other business as may properly come before the meeting.
Only Stockholders of record at the close of business on December 8, 1995
will be entitled to vote at the meeting or any adjournment thereof.
We hope you will be able to attend this meeting in person; however, if
this is impossible, please promptly sign, date and return the enclosed proxy
card regardless of the number of shares you hold so that your shares will be
represented at this meeting.
By Order of the Board of Directors
Fort Lauderdale, Florida
December 15, 1995
<PAGE>
SUNAIR ELECTRONICS, INC.
3101 S.W. Third Avenue
Fort Lauderdale, Florida 33315
Approximate date of mailing is December 15, 1995
PROXY STATEMENT
This statement is furnished in connection with a solicitation by the
management of SUNAIR ELECTRONICS, INC. (hereafter called the "Corporation"),
of proxies to be used at the Annual Meeting of Stockholders of the
Corporation, to be held on Monday, January 22, 1996 at 10:00 A.M., in the
offices of the Corporation at 3101 S.W. Third Avenue, Fort Lauderdale,
Florida.
As of December 15, 1995 there were issued and outstanding 3,932,370 shares
of common stock, excluding 868,370 shares held by the Corporation as Treasury
Stock. Only stockholders of record as of the close of business on December 8,
1995 will be entitled to notice of and to vote at the Annual Meeting. Every
stockholder will be entitled to vote in person or by proxy for each share of
stock standing in his name on the books of the Corporation as of such record
date.
This proxy material was first mailed to stockholders on or about December
15, 1995 together with a copy of the Annual Report of the Corporation for the
fiscal year ended September 30, 1995. The Corporation will file with the
Securities and Exchange Commission a report on Form 10-K for such fiscal
year, a copy of which (including financial statements and schedules thereof)
will be provided without charge to any stockholder upon written request,
addressed to the Secretary of the Corporation at its address set forth on the
first page of this Proxy Statement. If a shareholder requests copies of any
exhibits of such Form 10-K filing, the Corporation may require the payment of
a fee covering its reasonable expenses in furnishing such exhibits. No
material contained in either the Annual Report being mailed to all
stockholders or the report on Form 10-K is to be regarded as proxy soliciting
material.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is given with respect to any person who to the
knowledge of the Corporation's management owns beneficially more than 5% of
any class of voting securities of the Corporation outstanding on the most
recent record date (exclusive of Treasury shares), and with respect to
ownership of such securities by the Corporation's officers and directors.
(A) Security ownership of Certain Beneficial Owners
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- ----------- --------------------- ------------------------ -----------
<S> <C> <C> <C>
Common Robert Uricho, Jr. *2,272,900 57.80%
Board Chairman & CEO
3101 S.W. 3rd Avenue
Fort Lauderdale, FL
</TABLE>
(B) Security Ownership of Management
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS(1)
- ----------- --------------------------- ------------------------ ------------
<S> <C> <C> <C>
Common Robert Uricho, Jr. *2,272,900 57.80%
Board Chairman & CEO
3101 S.W. 3rd Avenue
Fort Lauderdale, FL
Common All Other 6,076 **
Officers and Directors
Common All Officers and Directors 2,278,976 57.95%
As a group(6)
</TABLE>
_________________________
* Includes 278,900 shares held by the University of Florida Foundation, Inc.
as Trustee of a Charitable Remainder Unitrust of which Mr. Uricho is the
income beneficiary.
** Less than 1%
(1) Based upon 3,932,370 shares outstanding at December 15, 1995, and 4,800
shares issuable upon exercise of presently exercisable options.
While the Corporation has 500,000 authorized shares of preferred stock, no
par value, none have been issued. The only stock outstanding is 10 cents par
value Common Stock.
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<PAGE>
THE ELECTION OF DIRECTORS
It is intended that persons named in the proxy, unless otherwise
indicated, will vote for the election of the three (3) nominees listed below
(four directors was the number last approved by the stockholders) to serve
until the next Annual Meeting of Stockholders and until their successors are
elected and qualified.
Each nominee has consented to serve for the next ensuing year, or until
his successor is elected and qualified. However, if any nominees for any
reason presently unknown will be unable to serve, the valid proxy will be
voted for the remaining nominees and will be voted by the proxy holders in
their discretion for the election of a substitute nominee.
Each of the nominees was elected to his present term of office at the last
Annual Meeting of Stockholders with the exception of Mr. Arata, who was
appointed at a special meeting held on October 3, 1995.
The following information with respect to the principal occupation or
employment and name and principal business of the Corporation, or other
organization in which such occupation or employment is carried on, and in
regard to other affiliations and directorships and to beneficial ownership of
shares of common stock of the Corporation at December 8, 1995 has been
furnished to the Corporation by the respective nominees for directors.
EARL M. ANDERSON, JR. has been a director of the Corporation since 1969. Mr.
Anderson is an independent financial and management consultant and has been
so engaged since 1964. Since 1978, he has also served as President of AMI
Medical Electronics, Inc. and its parent company, Distinctive Devices,
Inc., manufacturers and importers of soil and water test instruments.
Age: 70
SUNAIR SHARES OWNED: 776 common shares
Member of Audit Committee.
GEORGE F. ARATA, JR. held, prior to his retirement in 1991, executive
positions, including President and Director, with Southeast Banks in
various locations in South Florida.
Age: 66
SUNAIR SHARES OWNED: 500 common shares
Member of Audit Committee
ROBERT URICHO, JR. Chairman of the Board and Chief Executive Officer of the
Corporation, has been a director of the Corporation since he founded the
Corporation in 1956.
Age: 80
SUNAIR SHARES OWNED: 2,272,900 common shares representing 57.80% of the
issued and outstanding common stock of the Corporation, includes 278,900
shares owned by the University of Florida as Trustee of Charitable
Remainder Unitrust of which Mr. Uricho is the income beneficiary.
3
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD
The following are the principal functioning committees of the Board of
Directors, the membership and principal responsibilities of which are
described below:
AUDIT COMMITTEE
Members: Messrs: Anderson and Arata
The Audit Committee reviews the scope and results of the audit by the
independent accountants and proposes the appointment of such accountants
subject to approval of the Board. The Committee also reviews the adequacy of
the Company's system of internal controls and procedures and reviews with the
independent accountants its proposals and suggestions pertaining to internal
control and procedures.
Mr. Cooper, a Board member prior to his resignation in September, 1995,
was a member of the Audit Committee.
STOCK OPTION AND COMPENSATION COMMITTEES
The Stock Option and Compensation Committees were not active in fiscal
1995.
DIRECTORS' COMPENSATION
Directors who are not full-time employees of the Company are paid an
annual retainer of $5,000 and an attendance fee of $1,000 for each meeting of
Sunair's Board, plus travel expenses incurred in connection therewith. The
Audit Committee consists of two non-management Board members, who are paid
$1,000 each for a committee meeting. Directors who are full-time employees of
the Company are not paid any fees or additional remuneration for services as
members of the Board or any committee thereof.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During the 1995 fiscal year, the Board held four meetings. Attendance at
three meetings of the Board was 100% and attendance at one meeting was 75%.
DATE FOR RECEIPT OF STOCKHOLDERS' PROPOSALS
The deadline by which stockholder proposals must be submitted for
consideration at the January, 1997 Annual Meeting of Stockholders is
September 1, 1996, under the rules of the Securities and Exchange Commission.
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<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------- ---------------------------------------
AWARDS PAYOUTS
------ -------
NAME AND OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK AWARDS SARS PAYMENTS COMPENSATION
- ------------------ ---- ------ ----- ------------ ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert Uricho, Jr. 1995 $175,000 None None None None None None
Chairman, President 1994 175,000 None None None None None None
Chief Executive Officer 1993 175,000 None None None None None None
</TABLE>
COMPENSATION COMMITTEE REPORT
EXECUTIVE OFFICER COMPENSATION. The philosophy of the Company's
compensation program is to offer competitive opportunities for all executive
employees, except Mr. Uricho, which are based on the individual's personal
performance and contribution to the Company's success. Base salary is
determined by the skills and expertise required for a specific executive's
job and by the performance of the executive in that job. Base salary is
established annually in large measure by comparison to the compensation paid
to persons holding comparable positions in similar or related industries and
by general compensation levels in the local markets. Executive compensation
is not specifically related to the Company's performance.
CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Uricho is a majority stockholder
in the Company controlling 57.80% of the shares outstanding, net of treasury
shares. His salary was first negotiated between Mr. Uricho and the
Compensation Committee in 1985 at a level significantly less than
compensation paid to persons holding comparable positions in similar or
related industries. Mr. Uricho has received his salary of $175,000 with no
added incentives, since 1985. His compensation is not specifically related to
the Company's performance.
STOCK OPTIONS
The following tabulation shows, as to the following named directors and
officers, and as to all directors and officers as a group, (1) the amount of
options granted since October 1, 1993; (2) the number of shares of common
stock acquired since October 1, 1992 through the exercise of options
previously granted; and (3) the number of shares of common stock subject to
all unexercised options held as of December 1, 1995. The options shown as
granted and as unexercised are under the Company's 1981 Stock Option Plan.
<TABLE>
<CAPTION>
ROBERT ALL DIRECTORS AND
URICHO, JR. OFFICERS AS A GROUP
---------------- ------------------------
<S> <C> <C>
Granted since October 1, 1993--Number of Shares .............. None None
Exercised since October 1, 1993--Number of Shares ........... None None
Aggregate Option Price of Options exercised .................. 0 0
Aggregate Market Value of Shares on date Options exercised .. 0 0
Unexercised at December 1, 1995--Number of Shares ........... None 4,800
Average per Share Option Price ............................... 0 $1.375
</TABLE>
5
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG SUNAIR ELECTRONICS, INC., THE AMEX MARKET VALUE INDEX
AND THE S & P ELECTRONICS (DEFENSE) INDEX
9/90 9/91 9/92 9/93 9/94 9/95
---- ---- ---- ---- ---- ----
SUNAIR ELECTRONICS, INC. 100 213 375 281 188 238
AMEX MARKET VALUE 100 122 122 150 149 177
S & P ELECTRONICS (DEFENSE) 100 137 146 183 208 323
- -------------------
* $100 invested on 09/30/90 in stock or index--including reinvestment of
dividends. Fiscal year ending September 30.
INDEPENDENT ACCOUNTANTS
The firm of Puritz and Weintraub was designated by the Board of Directors
to audit the financial statements for the Company and its subsidiary for the
fiscal year ending September 30, 1995. The firm has been the Company's
independent accountant since July 19, 1988 and is considered to be well
qualified.
Representatives of Puritz and Weintraub are expected to be present at the
Annual Meeting. They will have an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.
PROXY-EXPENSES
The enclosed Proxy is solicited by the management.
If the enclosed form of Proxy is executed and returned, it will be voted
in accordance with the indicated preference. If not otherwise specified, it
will be voted in favor of all propositions set forth in the Notice of Annual
Meeting. It may, nevertheless, be revoked at any time insofar as it has not
been exercised.
The expenses in connection with this solicitation of proxies, including
the cost of preparing, assembling and mailing, will be paid by the
Corporation. In addition to the solicitation of proxies by the use of mails,
it is possible that proxies may be solicited by certain directors personally,
and by officers and employees personally or by telephone. In such an event,
such directors, officers or employees will receive no additional remuneration
therefor.
OTHER MATTERS
Management is unaware of any other business to be presented for
consideration at the meeting of the stockholders. If, however, other business
should properly come before the meeting, the proxies will be voted in
accordance with the best judgement of the proxy holders.
Dated: December 15, 1995
Fort Lauderdale, Florida
6
<PAGE>
PROXY
The undersigned, revoking previous proxies for such stock, hereby appoints
ROBERT URICHO, JR., and S.B. DURHAM, and each of them, the attorneys and proxies
of the undersigned, with full power of substitution, to vote as designated
below, all of the shares of common stock of SUNAIR ELECTRONICS, INC., which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on Monday, January 22, 1996 at 10:00 A.M., and at any adjournment thereof.
1. Nominees for Directors are: Mr. Earl M. Anderson, Jr., Mr. George F.
Arata, Jr., and Mr. Robert Uricho, Jr.
( ) VOTE FOR ALL NOMINEES LISTED ABOVE EXCEPT VOTE WITHHELD FROM FOLLOWING
NOMINEES (if any).____________________________________________________
______________________________________________________________________
( ) WITHHOLD VOTE FROM ALL NOMINEES.
2. On any other business as may properly come before the meeting.
THIS PROXY IS SOLICITED BY THE MANAGEMENT AND WILL BE
VOTED IN FAVOR OF THE ABOVE NOMINEES AND PROPOSITIONS
IF NO INSTRUCTIONS THEREOF ARE INDICATED.
Dated this _____ day of ____________________ , 199__
_____________________________________________________
_____________________________________________________
(Please sign exactly as your name appears on this Proxy.
If signing for estates, trusts or a corporation, title
and capacity should be stated. If shares are held
jointly, each holder should sign.)
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY.
