DUDLEY E. GARNER, JR.
CHAIRMAN AND PRESIDENT
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Symetrics Industries, Inc. on Friday, June 27, 1997, at the Melbourne Hilton at
Rialto Place, Melbourne, Florida, commencing at 10:00 a.m. local time. We look
forward to personally greeting as many of our shareholders as possible at the
meeting.
The Notice of the Annual Meeting and Proxy Statement accompanying this
letter provide information concerning matters to be considered and acted upon at
the meeting. A report on the operations of the Company will be presented at the
meeting, followed by a question and answer period.
We know that most of our shareholders are unable to attend the Annual
Meeting in person. Proxies are solicited so that each shareholder has an
opportunity to vote on all matters that are scheduled to come before the
meeting. Whether or not you plan to attend, please take a few minutes now to
sign, date and return your Proxy in the enclosed postage paid envelope.
Regardless of the number of Symetrics shares you own, your presence by Proxy is
important for the quorum and your vote is important for proper corporate
governance. If you attend the meeting and vote in person, your Proxy will be
deemed revoked.
The attendance of shareholders at our annual meetings has been helpful in
maintaining communications. We hope you will be able to attend.
Thank you for your continued interest in Symetrics Industries.
Sincerely,
/s/ Dudley E. Garner, Jr.
Enclosures
June 6, 1997
<PAGE>
SYMETRICS INDUSTRIES, INC.
1615 West NASA Boulevard
Melbourne, Florida 32901
Phone (407) 254-1500
Fax (407) 259-4122
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Symetrics
Industries, Inc., a Florida corporation, will be held at the Melbourne Hilton,
200 Rialto Place, Melbourne, Florida, on June 27, 1997, at 10:00 a.m., local
time, for the following purposes:
1. To elect three directors to serve for three year terms.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only Shareholders of record at the close of business on May 16, 1997, are
entitled to notice of and to vote at the meeting.
By order of the Board of Directors
Jane J. Beach
Corporate Secretary
June 6, 1997
EVEN IF YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE SIGN, DATE AND RETURN
THE ACCOMPANYING PROXY PROMPTLY TO ASSURE THAT YOUR SHARES OF COMMON STOCK ARE
REPRESENTED AND VOTED AT THE MEETING. A RETURN ENVELOPE IS ENCLOSED FOR THIS
PURPOSE.
You may choose to revoke your Proxy at any time before it is voted. The giving
of a Proxy will not affect your right to vote in person if you attend the
meeting.
<PAGE>
SYMETRICS INDUSTRIES, INC.
Melbourne, Florida
PROXY STATEMENT
The Date of this Proxy Statement is June 6, 1997
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Symetrics Industries, Inc., ("Symetrics" or the
"Company"), a Florida corporation, of Proxies to be voted at the Annual Meeting
of Shareholders to be held June 27, 1997, and any adjournment thereof, for the
purposes set forth in the Notice of Annual Meeting of Shareholders (the
"Meeting"). All costs of this solicitation are being paid by Symetrics. Officers
and employees of Symetrics may communicate with shareholders by mail, telephone,
or in person to solicit their Proxies.
Symetrics' principal offices are located at 1615 West NASA Boulevard,
Melbourne, Florida 32901, telephone (407) 254-1500, facsimile (407) 259-4122.
This Proxy Statement and the enclosed form of Proxy are first being sent
to shareholders on or about June 6, 1997.
Shareholders executing Proxies may revoke them at any time prior to use,
by written notice to the Secretary of the Company, by subsequently executing
another Proxy or by specific personal action at the Meeting. A Proxy, when
validly executed and not revoked, will be voted in accordance with the
directions on the Proxy. If no choice is specified, shares covered by the Proxy
will be voted according to the recommendations of the Board of Directors, and in
the discretion of the Proxy holder upon such other matters as may properly come
before the Meeting or any adjournment thereof. Except as described herein,
management has no information that any other matters will be brought before the
Meeting.
A copy of the Annual Report for the fiscal year ended March 31, 1997, is
provided with these Proxy materials. The Annual Report is not part of the Proxy
solicitation material.
Any person entitled to receive this Proxy Statement may request, free of charge,
a copy of Symetrics' most recently filed Form 10-K Annual Report to the
Securities and Exchange Commission. Such requests must be in writing and
addressed to the Secretary of Symetrics Industries, Inc., 1615 West NASA
Boulevard, Melbourne, Florida 32901.
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<PAGE>
SHAREHOLDERS ENTITLED TO VOTE AND
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At the close of business on May 16, 1997, the record date for determining
the shareholders entitled to vote at the annual meeting, there were issued and
outstanding a total of 1,625,463 shares of the Company's Common Stock (the only
class of securities outstanding). Each such share is entitled to one vote.
The following table sets forth, as of May 16, 1997, certain information
with respect to all persons known by the Company to be the beneficial owner of
5% or more of its outstanding common stock, each Director and Director nominee,
the sole Executive Officer of the Company who is listed on the Summary
Compensation Table, and all Directors and Executive Officers of the Company as a
group.
Name and Address Amount and Nature of Percent
Of Beneficial Owner Beneficial Owner (1)(2) of Class
- ------------------- ----------------------- --------
Jane J. Beach 2,800 0.2
1506 39th Ave.
Vero Beach, FL 32960
Earl J. Claire 750 0.1
P.O. Box 2144
Augusta, GA 30903
Edwin H. Eichler 35,555 (3) 2.2
7585 West Pigeon Road
Pigeon, MI 48755
Dudley E. Garner, Jr. 173,395 (4) 10.7
1361 Meadowbrook Rd. N.E.
Palm Bay, FL 32905
Donald W. Ingram 4,444 (5) 0.3
18 Sydenham St. East
Aylmer, Ontario, Canada N5H 3E7
Michael D. Jensen 44,444 (6) 2.7
116 Harriman Ave. N.
Amery, WI 54001
Michael E. Terry 1,875 0.1
408 E. Strawbridge Ave.
Melbourne, FL 32901
All Directors and Officers 333,115 20.5
as a group (13 persons)
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<PAGE>
1) Except as otherwise indicated, all shares are beneficially owned and sole
voting and investment power is held by the persons named.
2) Includes shares covered by options exercisable on or before July 16, 1997
as follows: Beach 1,500, Claire 750, Terry 750, and all Directors and
Officers as a group (13 persons) 16,500 shares.
3) Includes 13,333 shares owned by Pigeon Telephone Company (PTC) and 22,222
shares owned by Agri-Valley Communications, Inc., PTC's parent company.
Mr. Eichler is president and general manager of PTC and president of
Agri-Valley Communications, Inc.
4) Includes 173,395 shares held in the Dudley E. Garner Jr. and Sue C. Garner
Revocable Trust dated July 8, 1993.
5) Includes 4,444 shares owned by Amtelecom Group, Inc. Mr. Ingram is the
president and CEO of Amtelecom Group, Inc.
6) Includes 22,222 shares owned by Amery Telephone Company. Mr. Jensen is
president and general manager of Amery Telephone Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's stock to file initial reports of
ownership and reports of changes in ownership of the Company's stock with the
Securities and Exchange Commission. These executive officers, directors, and
beneficial owners are required to furnish the Company with copies of all Section
16(a) forms that they file. Based solely on a review of copies of such forms
furnished to the Company and written representations from the Company's
Executive Officers and Directors, the Company notes that all forms were timely
filed except a Form 4 was inadvertently filed late by Messrs. M. Garner, R.
Lyons and R. Nichols, and Mr. Lyons filed an Initial Statement of Beneficial
Ownership of Securities on Form 3 late.
INFORMATION ON BOARD OF DIRECTORS AND COMMITTEES
The Company's Articles of Incorporation provides that its Board of
Directors shall consist of not less than three nor more than 15 directors and
that directors shall serve three year, staggered terms. The By-laws provide that
the exact number of directors is determined by the shareholders, or by the Board
of Directors.
At the last Annual Meeting of Shareholders on June 28, 1996 Ms. Jane Beach
and Mr. Michael Jensen were elected to the Board for three year terms. Mr.
Edward Eichler was elected to a two year term and Dr. Earl Claire was elected to
a one year term. On November 17, 1994 Mr. Miller resigned from the Board and Mr.
Michael E. Terry was elected by the Board to fill the remaining term of the
position vacated by Mr. Miller, which expires June 27, 1997. Mr. Garner is
completing the second year of a three year term. At the present time, the Board
consists of six persons: Ms. Beach and Messrs. Claire, Eichler, Garner, Jensen
and Terry.
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<PAGE>
The Board met five times during the last fiscal year. Certain other
actions were taken by unanimous written consent of the Board. All directors have
participated in all of the meetings. The Board does not have a standing
nominating or compensation committee, or committees performing similar
functions. The Board has established an Audit Committee consisting of Ms. Beach,
Dr. Claire and Mr. Terry, who chairs the committee. The Audit Committee met one
time during the last fiscal year. The function of the Audit Committee is to
review the internal and external audit functions of the Company and other
matters that may arise from time to time and to make recommendations to the
Board with respect thereto.
Outside directors are paid for a maximum of five meetings each year at a
rate of $100 for each director's meeting they attend unless they reside
out-of-state in which case they are paid $500 plus travel expenses.
EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTORS
The following information is furnished with respect to each person who presently
serves as an Executive Officer and/or Director of the Company, including the
Directors standing for election and the one nominee who is not currently on the
Board of Directors:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Jane J. Beach 51 Secretary/Director
Earl J. Claire 56 Director
Dudley E. Garner, Jr. 61 Chairman, President and Treasurer
Michael E. Terry 50 Director
Edwin H. Eichler 50 Director
Donald W. Ingram 61 Director Nominee
Michael D. Jensen 47 Director
D. Mitchell Garner 33 Vice President/Operations
Robert A. Lyons 57 Vice President
W. Campbell McKegg 36 Vice President/Finance
Richard E. Nichols 51 Vice President/Computer Telephony Systems
Jerry Sinclair 60 Vice President/Marketing and Engineering
Anton Szpendyk 40 Vice President/Contract Manufacturing Division
</TABLE>
-4-
<PAGE>
Nominee
- -------
Mr. Ingram has served as the Chairman of the Board of Directors, President
and CEO of Amtelecom Group, Inc. of Aylmer, Ontario, Canada since 1985. The
Amtelecom Group includes two telephone companies, a cablevision company and
three companies in the document courier services, warehousing and storage
businesses.
Continuing Directors
- --------------------
Ms. Beach has served as Director and Secretary of Symetrics since November
1, 1989. From October 1993 through March 1995, Ms. Beach was employed by
Symetrics as personnel administrator. She then moved to Kansas City to continue
her career in personnel administration. In March, 1997 she moved to Vero Beach,
Florida, where she works for a judge of the circuit court. From April 1991 until
June 1993, Ms. Beach was employed by Johnson Controls World Services, an
electronics corporation, as labor relations administrator.
Dr. Claire has been the Executive Director and CEO of the Southeastern
Technology Center (STC) in Augusta, Georgia since March 1995. STC is a
non-profit corporation established to encourage and facilitate the transfer of
government-owned technology to the private sector for commercial development.
Previously, starting in August 1989, Dr. Claire was Executive Director of the
Center for Microelectronics Research (CMR) at the University of South Florida at
Tampa, Florida.
Mr. Eichler has served as President and General Manager since 1988 of
Pigeon Telephone Company (PTC), serving the telephone needs of Pigeon, Michigan.
Mr. Eichler has also been President since 1989 of PTC's parent company,
Agri-Valley Communications, Inc., a multi-faceted communications company
including cellular telephone networks, internet connectivity and an FM radio
station.
Mr. Garner has served as President, CEO and Chairman of the Board of
Directors of Symetrics since November 1982 except for a one year period from
November 1988 until November 1989 when he had resigned and temporarily retired.
Mr. Jensen has been the President and General Manager of Amery Telcom,
Inc. in Amery, Wisconsin since 1982. Amery Telecom includes three telephone
exchanges and 5700 telephone lines.
Mr. Terry has over twenty years of experience in banking and the financial
services industry. Since 1991, he has been a partner in Kessinger/Terry
Associates, a financial consulting firm.
EXECUTIVE OFFICERS
Mr. D. Mitchell Garner has served the Company since 1986, in positions of
increasing responsibility to his present position as V.P. of Operations. Mr.
Garner is the son of Dudley E. Garner, Jr.
Mr. McKegg has served the Company since 1989, starting as Manager of
Accounting and progressing to the present position as V.P. of Finance.
-5-
<PAGE>
Mr. Lyons has been with the Company for one year and manages the Defense
Products and Contract Manufacturing Divisions. Prior to joining Symetrics in May
1996, Mr. Lyons was Sr. Vice President for PSC, Inc. and General Manager for its
subsidiary LazerData, Inc., in Orlando, Florida from March 1993 to November
1995. This company is involved in automated bar code scanning equipment for use
in airline baggage handling and product inventory tracking. Previously, from
July 1987 through December 1992, Mr. Lyons was employed by defense prime
contractor Martin Marietta, Electronic Systems, of Orlando, Florida.
Mr. Nichols has been employed by the Company for the past four years as
the director and currently the Vice President of the Computer Telephony Systems
Division. Previously, starting in 1989, Mr. Nichols was President and CEO of ACI
Communications, a telephone interconnect company, and Consolidated Engineering
International, an engineering consulting firm, both located in Melbourne,
Florida.
Mr. Sinclair has been employed by the Company since June 1993, as Director
of its largest contract, the Improved Data Modem, for the U.S. Government. In
January 1994, Mr. Sinclair was promoted to Vice President and currently serves
as Vice President of Marketing and Engineering. From 1989 through October 1992,
Mr. Sinclair was an executive in business development and project management for
Analex Corporation, an engineering services company, of Titusville, Florida.
Mr. Szpendyk has been Vice President of Manufacturing for the Company's
Contract Manufacturing Division since January 1995. Previously, starting April
1993, Mr. Szpendyk was President and CEO of Southern Circuit Technologies, Inc.,
a Melbourne, Florida company specializing in the assembly of electronics
equipment. From 1989 to 1993 Mr. Szpendyk was V.P. of Operations of M.C.
Assembly and Test of Melbourne, Florida.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table is a three-year summary of the compensation awarded or
paid to, or earned by, the Company's Chief Executive Officer. No other executive
officer of the Company had total compensation exceeding $100,000 during the
Company's last completed fiscal year.
<TABLE>
<CAPTION>
Long-Term
Name and Principal Annual Compensation (1) Compensation All Other
Position Year Salary Bonus LTIP Payout Compensation (2)(3)
-------- ---------------------------- ----------- -------------------
<S> <C> <C> <C> <C> <C>
D.E. Garner, Jr. 1997 $167,860 $ 71,353 $80,000 $11,890
President & CEO 1996 $172,108 $ 120,542 -- $12,066
1995 $166,165 $ 84,530 -- $11,637
(1) Other Annual Compensation for Mr. Garner is not included in this table, as the
amount of such compensation does not exceed the lesser of $50,000 or 10% of total
salary and bonus for Mr. Garner.
(2) All other compensation for the Company's fiscal year ended March 31, 1997 includes
(i) insurance benefits in the amount of $5,428 and (ii) the Company's contribution
to the 401(k) Plan in the amount of $6,462.
(3) The terms of Mr. Garner's employment contract are described on page 7.
</TABLE>
-6-
<PAGE>
STOCK OPTION INFORMATION
The Company has in effect the Symetrics Industries, Inc. Stock Option Plan
(the "Plan"), pursuant to which options to purchase shares of the Company's
common stock may be granted to key employees, officers and directors of the
Company and its Subsidiary. A total of 50,268 options were granted and 10,500
options were exercised during the Company's fiscal year ended March 31, 1997.
The Company's prior Incentive Stock Option has now been terminated. Mr. Dudley
Garner does not hold any options to purchase common stock of the Company.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS.
Effective January 1, 1997, the Company extended for one year its employee
agreement with Dudley E. Garner, Jr., its President and Chief Executive Officer,
providing for an annual base salary of $183,643. In the event of termination
without cause, the Company is required to pay Mr. Garner a minimum of $367,286
determined by the amount equal to the greater of (i) two years base salary or
(ii) the base salary for the remaining term of the employment agreement. The
agreement also provides for a bonus in the event the Company's pre-tax income
equals or exceeds 5% of contract revenues for fiscal year 1997.
On November 1, 1983, the Company entered into a Deferred Compensation and
Salary Continuation Agreement with Dudley E. Garner, Jr. The agreement provides
that Mr. Garner will perform consulting services for the Company for a period of
three years following termination of his employment, and that he will not
compete with the Company during his employment or during the term of his
consulting services. Pursuant to the agreement as amended, Mr. Garner or his
estate, at their discretion, is entitled to receive a lump sum or annual
benefits equivalent to $80,000 for eight more years. In fiscal year 1997, Mr.
Garner received $80,000 as benefits under the agreement.
Effective January 1, 1990, the Company established a profit-sharing plan,
as provided for under Section 401(k) of the Internal Revenue Code, whereby all
eligible employees are entitled to defer up to the lesser of $9,500 or fifteen
(15%) of their salary. Substantially all employees are eligible to participate
in the plan depending on the length of service and attainment of minimum age
requirements. Under the terms of the plan, the Company contributes an amount
equal to seventy-five percent (75%) of the first six percent (6%) of
compensation each employee elects to defer. At the discretion of the Board of
Directors, the Company may make additional contributions to the plan or modify
the employer matching contribution percentages. Employer contributions to the
plan in fiscal 1997 were $70,319, including $6,462 for Mr. Garner.
-7-
<PAGE>
CERTAIN TRANSACTIONS
In October 1996, KTA Management, Inc. ("KTA") acquired from a thrid party
for $1,000,000 the Company's facility at 557 North Harbor City Boulevard in
Melbourne, Florida. Mr. Michael E. Terry is a Director of the Company and an
officer and shareholder of KTA. The Company guaranteed a loan in the same amount
from a commercial bank to KTA, the proceeds of which were used by KTA to
purchase the Property. The Company and KTA have entered into a five year lease
agreement for the Property providing for a montly rental of $10,988.28 plus
applicable tax. The Company has guaranteed proceeds of $1,000,000 to KTA upon
the resale of the Property, net of commissions, closing costs and a $20,000 fee
to KTA.
PROPOSALS BY THE BOARD OF DIRECTORS
1. Election of Directors
---------------------
The Company's By-laws provide that directors are elected to serve
three-year staggered terms, with only one-third of the Board due for election in
a given year. Dr. Claire and Mr. Terry are currently serving as Directors. The
Board of Directors has recommended the following nominees for Director for three
year terms:
Nominee Proposed Term
------- -------------
Earl J. Claire Three years
Donald W. Ingram Three years
Michael E. Terry Three years
Messrs. Claire, Ingram and Terry have each consented to being named as a
nominee for Director in this Proxy Statement and have agreed to serve if
elected. If any nominee should become unavailable, which is not anticipated, the
person voting the accompanying Proxy may, at his discretion, vote for a
substitute.
VOTE REQUIRED
Fifty-one percent of the outstanding shares of stock will be necessary to
constitute a quorum for the transaction of business at the Meeting. Abstentions
and shares of record held by a broker or nominee that voted on any matter will
be included in determining the existence of a quorum. Director nominees
receiving a plurality of the votes cast at the Meeting, either in person or by
Proxy, will be elected to the Board of Directors. With regard to the election of
the Director nominees, votes may be cast in favor or withheld; votes that are
withheld and broker non-votes will not have any effect on the outcome of the
election of Directors. The Board of Directors recommends the election of Messrs.
Claire, Ingram and Terry. Unless otherwise instructed, the Proxy holder will
vote the Proxies received by him For the election of Messrs. Claire, Ingram and
Terry.
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<PAGE>
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
In order to be included in the Proxy materials for the 1998 Annual Meeting
of Shareholders of the Company, Shareholder proposals must be received by the
Company not later than March 1, 1998.
AUDITORS
The selection of accountants has been made by the Board of Directors
instead of being presented to the Shareholders for approval since Shareholder
approval is not required by Florida law.
Representatives of Pricher and Company, C.P.A.'s who were Symetrics
independent certified public accountants for fiscal years ended March 31, 1997,
March 31, 1996 and March 31, 1995 are expected to be present at the Meeting with
the opportunity to make statements if they so desire, and they are expected to
be available to respond to appropriate questions.
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<PAGE>
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
(AMENDMENT NO.____)
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 ss.240.14a-11(c) or ss.240.14a-12
Symetrics Industries, 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 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:
____________________________________________________________________
<PAGE>
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 volume 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 filings.
1) Amount Previously Paid:
____________________________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________________________
3) Filing Party:
____________________________________________________________________
4) Date Filed:
____________________________________________________________________
<PAGE>
June 6, 1997
The Nasdaq Stock Market
NASDAQ Regulatory Files
1735 K. Street, N.W.
Washington, D.C. 20006-1500
Re: Symetrics Industries, Inc.
Proxy Materials
Commission file #0-4025
Ladies and Gentlemen:
Enclosed for filing are three (3) copies of the Notice of Annual Meeting
of Shareholders, the Proxy Statement, Form of Proxy and Annual Report in the
form in which such material is being sent to security holders of Symetrics
Industries, Inc.
Should you have any question with regard to this filing, please do not
hesitate to contact the undersigned.
Sincerely,
SYMETRICS INDUSTRIES, INC.
/s/ Dudley E. Garner, Jr.
-----------------------------------
Dudley E. Garner, Jr.
President
DEG/jr
