UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
SUNAIR ELECTRONICS, INC.
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(Name of Registrant as Specified In Its Charter)
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(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 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 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>
SUNAIR ELECTRONICS, INC.
3101 S.W. Third Avenue
Fort Lauderdale, Florida 33315
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 29, 2001
TO THE STOCKHOLDERS OF SUNAIR ELECTRONICS, INC.:
The 2000 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 29, 2001 at 10:00 A.M. for the following
purposes:
1. To authorize Board membership of up to five (5) Directors;
2. To elect four (4) Directors;
3. To transact such other business as may properly come before
the meeting.
Only stockholders of record at the close of business on December 4,
2000 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 28, 2000
<PAGE>
SUNAIR ELECTRONICS, INC.
3101 S.W. Third Avenue
Fort Lauderdale, Florida 33315
Approximate date of mailing is December 28, 2000
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of SUNAIR ELECTRONICS, INC. (the "Corporation"), of
proxies to be used at the Annual Meeting of Stockholders of the Corporation, to
be held on Monday, January 29, 2001 at 10:00 A.M., in the offices of the
Corporation at 3101 S.W. Third Avenue, Fort Lauderdale, Florida, 33315, for the
purposes set forth in the foregoing Notice.
As of the record date, December 4, 2000, there were issued and
outstanding 3,692,570 shares of common stock. Only stockholders of record as of
the close of business on such date 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 the holder's name on the books of
the Corporation as of such record date.
This proxy material was first mailed to stockholders on or about
December 28, 2000 together with a copy of the Annual Report of the Corporation
for the fiscal year ended September 30, 2000. The Corporation will file with the
Securities and Exchange Commission a report on Form 10-KSB for such fiscal year,
a copy of which (including financial statements and schedules thereto) will be
provided without charge to any stockholder upon written request, addressed to
the Secretary of the Corporation at the address above. If a shareholder requests
copies of any exhibits of such Form 10-KSB 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-KSB 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 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 2000.
<TABLE>
<CAPTION>
(A) Security Ownership of Certain Beneficial Owners.
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Ownership of Class (1)
-------- -------------------- ----------------------- ------------
<S> <C> <C> <C>
Common Shirley Uricho *2,272,900 61.55%
Corporate Secretary
3101 S.W. 3rd Avenue
Fort Lauderdale, FL
(B) Security Ownership of Directors and Officers
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Ownership of Class (1)
-------- ------------------- ----------------------- ------------
Common Shirley Uricho *2,272,900 61.55%
Corporate Secretary
3101 S.W. 3rd Avenue
Fort Lauderdale, FL
Common All Other 2,281 **
Officers and Directors
Common All Officers and Directors 2,275,181 61.62%
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 Mrs. Uricho is the
income beneficiary.
** Less than 1%.
(1) Based upon 3,692,570 shares outstanding at December 4, 2000.
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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THE ELECTION OF DIRECTORS
It is intended that persons named in the proxy, unless otherwise
indicated, will vote to authorize up to five (5) members of the Board of
Directors, (three (3) directors were elected at the last stockholders meeting)
and to vote for the election of the four (4) nominees listed below 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 substitute nominees.
Messrs. Anderson and Arata were elected to their present terms of
office at the last Annual Meeting of Stockholders. Mr. Laurent was appointed to
the Board at a special meeting of Directors held on December 1, 2000 to fill the
vacancy created by the death of Mr. Uricho.
The following information with respect to the principal occupation or
employment by the Corporation, or other organization in which such occupation or
employment is carried on, and to other affiliations, directorships and
beneficial ownership of shares of common stock of the Corporation at December 4,
2000 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. Until recently, he had served as a director and
President of Distinctive Devices, Inc. ("DDI") for more than five years.
He continues to serve as Vice-President and a director of DDI, a
development stage company. DDI intends to provide broadband wireless
connectivity for internet, data and telecommunication services.
Age: 75
SUNAIR SHARES OWNED: 776 common shares
Member of Audit Committee
George F. Arata, Jr. has been a director of the Corporation since 1995.
Mr. Arata held, prior to his retirement in 1991, executive positions,
including President and director, with Southeast Banks in various
locations in South Florida.
Age: 71
SUNAIR SHARES OWNED: 500 common shares.
Member of Audit Committee
James E. Laurent, was designated President of the Corporation on October 1,
2000, and Chief Executive Officer on December 1, 2000. Mr. Laurent
previously served as Vice-President of Marketing for the Corporation
beginning in 1988. After retirement from the United States Air Force in
1978 he held management positions for sales and marketing in the
communications-electronics field for international and U.S. government and
military market segments.
Age: 64
SUNAIR SHARES OWNED: 1005 Common Shares
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<PAGE>
Shirley Uricho, has held the office of Corporate Secretary since 1998.
Mrs. Uricho is the widow of Mr. Robert Uricho, Jr. (who held the position
of Chairman and CEO until his death on November 29, 2000).and was acting
Secretary from 1992 until 1997. Mrs. Uricho has been an employee of the
Company since 1959 and has held several positions prior to her appointment
as Secretary.
Age: 67 SUNAIR SHARES OWNED: 2,272,900 common shares
representing 61.55% of the issued and outstanding common stock of the
Corporation, including 278,900 shares held by the University of Florida as
Trustee of a Charitable Remainder Unitrust of which Mrs. Uricho is the
income beneficiary.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Committees of the Board
The following is the sole functioning committee of the Board of
Directors and its membership and principal responsibilities are described below:
Audit Committee
Members: Messrs. Anderson and Arata
The Corporation's Common Stock is listed on the American Stock Exchange
("AMEX"). On December 14, 1999 the Securities and Exchange Commission ("SEC")
approved amendments to AMEX's Independent Director and Audit Committee Listing
Standards. The amendments included a requirement that listed companies adopt a
formal Audit Committee Charter by June 14, 2000. The Corporation adopted such
charter as follows:
Audit Committee Charter
Adopted by Board of Directors
May 30, 2000
Organization: There shall be a committee of the Board of Directors to be known
as the Audit Committee. The Audit Committee shall be composed of directors who
are independent of the management of the Corporation and are free of any
relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgment as a committee member.
Statement of Policy: The Audit Committee shall provide assistance to the
corporate directors in fulfilling their responsibility to the shareholders,
potential shareholders, and investment community relating to corporate
accounting, reporting practices of the corporation, and the quality and
integrity of the financial reports of the corporation. In so doing, it is the
responsibility of the Audit Committee to maintain free and open means of
communication between the directors, the independent auditors and the financial
management of the corporation.
Responsibilities: In carrying out its responsibilities, the Audit Committee
believes its policies and procedures should remain flexible, in order to best
react to changing conditions and to ensure to the directors and shareholders
that the corporate accounting and reporting practices of the corporation are in
accordance with all requirements and are of the highest quality.
In carrying out these responsibilities, the Audit Committee will:
Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its
divisions and subsidiaries.
Review with the independent auditors and financial and accounting
personnel, the adequacy and effectiveness of the accounting and
financial controls of the corporation, and elicit any recommendations
for the improvement of such internal control procedures or
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<PAGE>
particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy of such
internal controls to expose any payments, transactions, or procedures
that might be deemed illegal or otherwise improper. Further, the
committee periodically should review company policy statements to
determine their adherence to the code of conduct.
Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the
shareholders. Any changes in accounting principles should be reviewed.
Provide sufficient opportunity for the independent auditors to meet the
members of the Audit Committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditor's evaluation of the corporation's financial and accounting
personnel, and the cooperation that the independent auditors received
during the course of the audit.
Review accounting and financial human resources and succession planning
within the company.
Submit the minutes of all meetings of the Audit Committee to, or
discuss the matters discussed at each committee meeting, with the Board
of Directors.
Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if,
in its judgment, that is appropriate.
The Corporation believes that the members of its Audit Committee are
qualified to serve as such pursuant to such standards and that it is in
compliance with other provisions of the approved amendments.
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 2000 fiscal year, the Board held six meetings and the Audit
Committee held one meeting. Attendance at such meetings was 100%.
DATE FOR RECEIPT OF STOCKHOLDERS' PROPOSALS
The deadline by which stockholder proposals must be submitted for
consideration at the January, 2002 Annual Meeting of Stockholders is September
1, 2001, under the rules of the Securities and Exchange Commission.
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<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------------------------------------------------------------------
Awards Payouts
---------- -------
Name and Fiscal 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. 2000 $175,000 None None None None None None
Chairman, President 1999 $175,000 None None None None None None
Chief Executive Officer 1998 $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 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.
Stock Options. The Company has a non-qualified stock option plan for key
employees and has reserved 400,000 shares of the Company's common stock for
future issuance under the plan at an exercise price to be determined at time of
grant. All stock options granted previously have expired or been cancelled and
no stock options were outstanding at September 30, 2000.
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 ended September 30, 2000. The firm has been the Company's independent
accountant since 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 Board of Directors.
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 prior to exercise.
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, officers and employees
personally or by telephone. In such 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 28, 2000
Fort Lauderdale, Florida
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<PAGE>
PROXY
The undersigned, revoking previous proxies for such stock, hereby appoints
SHIRLEY URICHO, 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 29, 2001 at 10:00 A.M., and at any adjournment thereof.
1. To authorize Board membership of up to five (5) Directors
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Nominees for four (4) Directors are: Mr. Earl M. Anderson, Jr.,
Mr. George F. Arata, Jr., Mr. James E. Laurent, and Mrs. Shirley Uricho.
[ ] VOTE FOR ALL NOMINEES LISTED ABOVE EXCEPT VOTE WITHHELD FROM
FOLLOWING NOMINEES (if any)
--------------------------------------
-----------------------------------------------------------------
[ ] WITHHOLD VOTE FROM ALL NOMINEES.
3. To transact such other business as may properly come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND
WILL BE VOTED IN FAVOR OF THE ABOVE NOMINEES AND
PROPOSITIONS IF NOT INSTRUCTIONS THEREOF ARE INDICATED.
Dated this ___________ day of _______________, 200______
________________________________________________________
________________________________________________________
(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.
