SUNAIR ELECTRONICS, INC.
3101 S.W. Third Avenue
Fort Lauderdale, Florida 33315
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 19, 1998
TO THE STOCKHOLDERS OF SUNAIR ELECTRONICS, INC.:
The 1997 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 19, 1998 at 10:00 A.M. for the following purposes:
1. The election of three (3) Directors;
2. To approve the reserve of 100,000 shares of common stock under the
company's proposed stock option plan;
3. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on December 5, 1997
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, 1997
<PAGE>
SUNAIR ELECTRONICS, INC.
3101 S.W. Third Avenue
Fort Lauderdale, Florida 33315
Approximate date of mailing is December 15, 1997
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 19, 1998 at 10:00 A.M., in the offices of the
Corporation at 3101 S.W. Third Avenue, Fort Lauderdale, Florida.
As of November 26, 1997 there were issued and outstanding 3,932,370 shares
of common stock. Only stockholders of record as of the close of business on
December 5, 1997 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, 1997 together with a copy of the Annual Report of the Corporation for the
fiscal year ended September 30, 1997. 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.
1
<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, and with respect to ownership of such securities by the
Corporation's officers and directors.
Based solely upon a review of information furnished to the registrant
during the most recent fiscal year, including written representations, no
director, officer or beneficial owner of more than 10% of the company's common
stock failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act during fiscal year 1997.
(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
<CAPTION>
(B) Security Ownership of Management
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 November 26, 1997.
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.
2
<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 (three
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.
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 5, 1997 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 management consultant and has been so engaged
since 1964. Since 1978, he had also served as President of Distinctive
Devices, Inc., which corporation, until the recent sale of its operating
businesses, manufactured and imported soil and water test instruments.
Age: 72
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: 68
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: 82
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 a 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.
Stock Option and Compensation Committees
The Stock Option and Compensation Committees were not active in fiscal
1997.
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 1997 fiscal year, the Board held three meetings. Attendance at
such meetings of the Board was 100%.
DATE FOR RECEIPT OF STOCKHOLDERS' PROPOSALS
The deadline by which stockholder proposals must be submitted for
consideration at the January, 1999 Annual Meeting of Stockholders is September
1, 1998, under the rules of the Securities and Exchange Commission.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
Summary Compensation Table
<TABLE>
<CAPTION>
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. 1997 $175,000 None None None None None None
Chairman, President 1996 $175,000 None None None None None None
Chief Executive Officer 1995 $175,000 None None None None None None
</TABLE>
Compensation 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. 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.
Proposed Stock Option Plan. The Company has proposed a non-qualified stock
option plan for key employees and reserved 100,000 shares of the Company's
common stock for future issuance under the plan at an exercise price of $3.00
per share. All stock options granted previously have expired or been cancelled
and no stock options are currently outstanding.
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
<TABLE>
<CAPTION>
[GRAPHIC]
In the printed version there is a performance graph with the following
plot points.
<S> <C> <C> <C> <C> <C> <C> <C>
9/92 9/93 9/94 9/95 9/96 9/97
---- ---- ---- ---- ---- ----
SUNAIR ELECTRONICS, INC. 100 75 50 63 68 63
AMEX MARKET VALUE INDEX 100 122 122 145 152 191
S & P ELECTRONICS (DEFENSE) 100 126 142 221 388 420
</TABLE>
- --------------------
* $100 invested on 09/30/92 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, 1997. 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, 1997
Fort Lauderdale, Florida
6
<PAGE>
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 19, 1998 at 10:00 A.M., and at any adjournement 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. To approve the reserve of 100,000 shares of common stock under the company's
proposed stock option plan.
3. 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.
