UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Rule 14a-12
TAITRON COMPONENTS INCORPORATED
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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:
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(2) Aggregate number of securities to which transactions applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| 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:
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(4) Date Filed:
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TAITRON COMPONENTS INCORPORATED
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2007
----------29, 2008
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TO THE SHAREHOLDERS OF TAITRON COMPONENTS INCORPORATED:
You are cordially invited to attend the Annual Meeting of Shareholders of
Taitron Components Incorporated, a California corporation (the "Company"), to be
held on Friday,Thursday, May 25, 200729, 2008 at 10:00 a.m. Pacific time, at our corporate
headquarters, located at 28040 West Harrison Parkway, Valencia, CA 91355.
At the Annual Meeting, shareholders will be asked to consider and act upon
the following matters:
1. To elect five directors for a term of one year; and
2 To transact other business properly presented at the meeting or any
postponement or adjournment thereof.
The Board of Directors has fixed April 25, 20072008 as the record date for the
determination of shareholders entitled to notice and to vote at the Annual
Meeting and any postponement or adjournment thereof, and only shareholders of
record at the close of business on that date are entitled to notice and to vote
at the Annual Meeting. A list of shareholders entitled to vote at the Annual
Meeting will be available at the Annual Meeting and at the offices of the
Company for 10 days prior to the Annual Meeting.
We hope that you will use this opportunity to take an active part in the
affairs of the Company by voting on the business to come before the Annual
Meeting, either by executing and returning the enclosed Proxy Card or by casting
your vote in person at the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE
ANNUAL MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
ENVELOPE. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU PREFER, REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
/s/ Stewart Wang
Stewart Wang
Chief Executive Officer, President and
Chief Financial Officer
April 30, 200729, 2008
28040 West Harrison Parkway
Valencia, California 91355
(661) 257-6060
TAITRON COMPONENTS INCORPORATED
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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2007
----------29, 2008
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Taitron Components Incorporated, a
California corporation (the "Company"), for use at the Annual Meeting of
Shareholders, to be held on Friday,Thursday, May 25, 2007,29, 2008, at 10:00 a.m. Pacific time,
at our corporate headquarters, located at 28040 West Harrison Parkway, Valencia,
CA 91355. Accompanying this Proxy Statement is the Board of Directors' Proxy for
the Annual Meeting, which you may use to indicate your vote as to the proposals
described in this Proxy Statement.
The expense of this solicitation of proxies will be borne by the Company.
Solicitations will be made only by use of the mail except that, if deemed
desirable, officers and regular employees of the Company may solicit proxies by
telephone, electronic mail or personal calls. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
material to the beneficial owners of the stock held of record by those persons
and the Company will reimburse them for their reasonable expenses incurred in
this regard.
The Company's Annual Report to Shareholders, including financial
statements for the fiscal year ended December 31, 20062007 is available online by
accessing our website at http://www.taitroncomponents.com/pages/corporate/
investor_relations/annual_report.htm, but does not constitute part of
this Proxy Statement.
The purpose of the meeting and the matters to be acted upon are set forth
in the attached Notice of Annual Meeting. As of the date of this Proxy
Statement, the Board of Directors knows of no other business that may be
presented for consideration at the Annual Meeting. All proxies which are
properly completed, signed and returned to the Company prior to the Annual
Meeting and which have not been revoked will be voted in favor of the proposals
described in this Proxy Statement unless otherwise directed. A shareholder may
revoke his or her proxy at any time before it is voted either by filing with the
Secretary of the Company, at its principal executive offices, a written notice
of revocation or a duly executed proxy bearing a later date, or by attending the
Annual Meeting and expressing a desire to vote his or her shares in person. If
any other business properly comes before the meeting, votes will be cast
pursuant to those proxies in respect of any other business in accordance with
the judgement of the persons acting under those proxies.
The Company's principal executive offices are located at 28040 West
Harrison Parkway, Valencia, CA 91355. It is anticipated that the mailing to
shareholders of this Proxy Statement and the enclosed proxy will commence on or
about May 14, 2007.12, 2008.
OUTSTANDING SECURITIES AND VOTING RIGHTS
The close of business on April 25, 2007,2008, has been fixed as the record date
for the determination of shareholders entitled to notice and to vote at the
Annual Meeting or any postponement or adjournment thereof. As of the record
date, the Company had outstanding 4,775,1444,777,144 shares of Class A common stock, par
value $0.001 per share, (the "Class A Common Stock"), and 762,612 shares of
Class B common stock, par value $0.001 per share (the "Class B Common Stock,"
and together with the Class A Common Stock, the "Common Stock"). The Class A
Common Stock and the Class B Common Stock are the only outstanding voting
securities of the Company. As of the record date, the Company had 4139 holders of
record of the Class A Common Stock. The Company believes there are approximately
600 additional beneficial holders of its Class A Common Stock. There is one
holder of the Class B Common Stock.
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A holder of Class A Common Stock is entitled to cast one vote for each
share held on the record date on all matters to be considered at the Annual
Meeting. A holder of Class B Common Stock is entitled to cast 10 votes for each
share held on the record date on all matters to be considered at the Annual
Meeting. However, for the election of directors, a shareholder shall be entitled
to cumulate his or her votes if the candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice at the
Annual Meeting prior to the voting of the shareholder's intention to cumulate
votes. If any shareholder gives this notice, all shareholders may cumulate their
votes for candidates in nomination. With cumulative voting, each shareholder is
entitled to that number of votes equal to the number of shares held by that
shareholder multiplied by the number of directors to be elected (multiplied by
10 for the holder of the Class B Common Stock). Each shareholder may then cast
all of his or her votes for a single candidate or distribute his or her votes
among any or all of the candidates he or she chooses. An opportunity will be
given at the Annual Meeting prior to the voting for any shareholder to announce
his or her intention to cumulate his or her votes. The proxy holders are given,
under the terms of the proxy, discretionary authority to cumulate votes
represented by shares for which they are named in the proxy. The five nominees
for election as Directors who receive the highest number of votes will be
elected.
All other matters that may properly come before the meeting require for
approval the favorable vote of a majority of shares voted at the meeting or by
proxy.
A quorum, which is a majority of the outstanding shares as of April 25,
2007,2008, must be present to hold the Annual Meeting. A quorum is calculated based
on the number of shares represented by the shareholders attending in person and
by their proxy holders. Abstentions and broker non-votes will be included in the
determination of shares present at the Annual Meeting for purposes of
determining a quorum. Abstentions will be counted toward the tabulation of votes
cast on proposals submitted to shareholders and will have the same effect as
negative votes, while broker non-votes will not be counted as votes cast for or
against these matters.
PROPOSAL 1 - ELECTION OF DIRECTORS
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Proposal 1 is the election of five members of the Board of Directors. In
accordance with the Articles of Incorporation and Bylaws of the Company, the
Board of Directors consists of not less than three nor more than seven members,
the exact number to be determined by the Board of Directors. At each annual
meeting of the shareholders of the Company, directors are elected for a one-year
term. The Board of Directors is currently set at five members, and there
currently are no vacancies. At the 20072008 Annual Meeting, each director will be
elected for a term expiring at the 20082009 Annual Meeting. The Board of Directors
proposes the election of the nominees named below.
Unless marked otherwise, proxies received will be voted FOR the election
of each of the nominees named below. If any person is unable or unwilling to
serve as a nominee for the office of director at the date of the Annual Meeting
or any postponement or adjournment thereof, the proxies may be voted for a
substitute nominee, designated by the present Board of Directors to fill the
vacancy. The Board of Directors has no reason to believe that any nominee will
be unwilling or unable to serve if elected a director.
The Board of Directors proposes the election of the following nominees as
members of the Board of Directors:
Tzu Sheng (Johnson) Ku
Stewart Wang
Richard Chiang
Felix Sung
Craig Miller
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF THE DIRECTORS NOMINATED ABOVE.
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The following table sets forth certain information with respect to each
director nominee, director, and executive officer of the Company as of March 31,
2007.2008.
Name Age Position
Tzu Sheng (Johnson) Ku 5859 Chairman of the Board of Directors
Stewart Wang 5758 President, Chief Executive Officer,
Chief Financial Officer and Director
Richard Chiang 5051 Director
Craig Miller 5354 Director
Felix Sung 5758 Director
David Vanderhorst 4243 Secretary and Controller
All officers are appointed by and serve at the discretion of the Board of
Directors. There are no family relationships between any directors or officers
of the Company.
Tzu Sheng ("Johnson") Ku, a co-founder of the Company, has been the
Chairman of the Company since it was founded in 1989. Mr. Ku is also Chairman of
both Johnson Premium Hardwood Flooring and Americana Floors Incorporated.
Johnson Premium Hardwood Flooring is a manufacturer of pre-finished solid wood
floors and Americana Floors Incorporated is an importer, wholesaler and retailer
of name brand hardwood floors.
Stewart Wang, a co-founder of the Company, has served as Chief Executive
Officer, President and a Director of the Company since its organization in 1989.
In addition, since November 2002, Mr. Wang has also served as Chief Financial
Officer of the Company. Prior to founding the Company, Mr. Wang attended
Pepperdine University, where he received his Masters of Business Administration
degree in 1989. From 1985 to 1986, Mr. Wang was employed by Diodes Incorporated,
a manufacturer and reseller of discrete rectifiers, as Purchasing and MIS
Manager and later as Chief Operating Officer and President from 1986 to 1987.
Prior thereto, from 1983 to 1985, Mr. Wang was Sales Manager for Rectron
Limited, a rectifier manufacturer in Taiwan.
Richard Chiang has been a Director of the Company since it was founded in
1989. Since 1986, Mr. Chiang has been the Chairman of Princeton Technology
Corporation, a fabless integrated circuit design company. Mr. Chiang is also
Chairman of Triton Management Corporation, a venture capital fund management
company managing in excess of $80 million.
Craig Miller became a director of the Company in May 2000. Since 2005, Mr.
Miller has been Managing Director of Janas Associates, an investment-banking
firm. From 1998 to 2005, Mr. Miller has been a director of Mosaic Capital, LLC,
an investment-banking firm. Prior thereto, Mr. Miller served as Regional Vice
President with Comerica Bank since 1994. From 1987 to 1994, Mr. Miller served as
Executive Vice President and Chief Financial Officer of Told Corporation, an
industrial real estate development firm. He started his career with Union Bank
in 1976 as a management trainee and left in 1987 as Senior Vice President.
Felix Sung became a director of the Company in February 1995. Since 1978,
Mr. Sung has been the Managing Director and former Vice President of Tai North
Company, a company engaged in exporting electronics, plastic parts and finished
products to the United States and various European countries.
David Vanderhorst joined the Company in July 1999 as its Controller. In
addition, since November 2002, Mr. Vanderhorst served as Corporate Secretary.
Prior thereto, from 1991 to 1998, Mr. Vanderhorst served as Controller and Chief
Financial Officer for various companies. From 1987 to 1991, the national
accounting firm of Kenneth Leventhal & Company, now a division of Ernst & Young,
LLP, employed Mr. Vanderhorst. Mr. Vanderhorst is a Certified Public Accountant,
receiving his professional certification in 1991.
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During 2006,the previous one-year term, the Board of Directors met once.once, on
March 20, 2008. Only Mr. Miller was absent from the Board of Directors meeting
and the meeting of Board committees on which he served. The Company encourages,
but does not require, all incumbent directors and director nominees to attend
its annual meetings of shareholders. At the 20062007 Annual Meeting of Shareholders,
only Mr. Wang and Mr. Miller werewas in attendance.
Committees of the Board
Audit Committee - The Board of Directors has established an Audit
Committee that reviews the audit and control functions of the Company, the
Company's accounting principles, policies and practices and financial reporting,
the scope of the audit conducted by the Company's independent auditors, the fees
and all non-audit services of the independent auditors, and the independent
auditor's opinion and management comment letter (if any) and management's
response thereto. The Audit Committee met once during fiscal 2006.the past one-year term. In
addition, Mr. Miller discussed the results of each interim review and the annual
audit with the independent registered public accounting firm prior to the filing
of our financial statements for related periods. Members of the Audit Committee
are Mr. Miller, Mr. Chiang and Mr. Sung. The Board of Directors has determined
that all members of the Audit Committee are "independent" under Rule 4200(a)(15)
of the National Association of Securities Dealers ("NASD") listing standards.
The Board of Directors has also determined that Mr. Miller is a "financial
expert," as that term is defined in Item 401(e)(2) of Regulation S-B. The
Company's Audit Committee Charter is available online by accessing our website
at
http://www.taitroncomponents.com/pages/corporate/investor_relations/,index.htm,
but does not constitute part of this Proxy Statement.
Compensation Committee - The Board of Directors has established a
Compensation Committee. The function of the Compensation Committee is to review
and make recommendations with respect to compensation of executive officers and
key employees, including administration of the Company's 19952005 Stock Incentive
Plan. The Compensation Committee met once during fiscal 2006.the past one-year term. Members
of the Compensation Committee are Mr. Chiang, Mr. Miller and Mr. Sung.
Nominating Committee - The Company does not have a standing nominating
committee. The Board of Directors does not believe that it is necessary for the
Company to have a standing nominating committee since the Company has a
relatively small Board of Directors and the Company's independent directors will
serve in the capacity of a nominating committee when necessary. All of the
Company's directors participate in the consideration of director nominees.
However, consistent with applicable NASD listing standards, each director
nominee must be selected or recommended for the Board of Directors' selection by
a majority of the independent directors of the Board of Directors. In
considering candidates for directorship, the Board of Directors considers the
entirety of each candidate's credentials and does not have any specific minimum
qualifications that must be met in order to be recommended as a nominee. The
Board of Directors does believe, however, that all Board members should have the
highest character and integrity, a reputation for working constructively with
others, sufficient time to devote to Board matters and no conflict of interest
that would interfere with their performance as a director of a public
corporation.
The Board of Directors may employ a variety of methods for identifying and
evaluating nominees for director, including shareholder recommendations.
Periodically, the Board of Directors assesses its size, the need for particular
expertise on the Board of Directors and whether any vacancies are expected due
to retirement or otherwise. If vacancies are anticipated or otherwise arise, the
Board of Directors will consider various potential candidates for director who
may come to the Board of Directors' attention through current Board members,
professional search firms or consultants, shareholders or other persons. The
Board of Directors may hire and pay a fee to consultants or search firms to
assist in the process of identifying and evaluating candidates. In 2006,2007, no
professional search firms or consultants were needed and, accordingly, no fees
were paid in this regard to professional search firms or consultants in 2006.2007.
The Board of Directors does not evaluate candidates differently based on who
made the recommendation for consideration.
Shareholders who wish to nominate a director for election at an annual
shareholder meeting must submit their recommendations at least 120 days before
the date of the next scheduled annual meeting of shareholders. Shareholders may
recommend candidates for consideration by the Board of Directors by writing to
the Company's Corporate Secretary at 28040 West Harrison Parkway, Valencia,
California 91355, giving the candidate's name, contact information, biographical
data, and qualifications. A written statement from the candidate consenting to
be named as a candidate and, if nominated and elected, to serve as a director
should accompany any shareholder
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recommendation. There were no director candidates put forward by shareholders
for consideration at the 20062007 Annual Meeting.
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Shareholders may communicate with the Board of Directors by sending a
letter to Board of Directors of Taitron Components Incorporated, c/o Office of
the Corporate Secretary, 28040 West Harrison Parkway, Valencia, California
91355. All communications must contain a clear notation indicating that they are
a "Shareholder -- Board Communication" or "Shareholder -- Director
Communication" and must identify the author as a shareholder. The office of the
Corporate Secretary will receive the correspondence and forward it to the
Chairman of the Board or to any individual director or directors to whom the
communication is directed, unless the communication is unduly hostile,
threatening, illegal, does not reasonably relate to the Company or its business,
or is similarly inappropriate. The office of the Corporate Secretary has
authority to discard any inappropriate communications or to take other
appropriate actions with respect to any inappropriate communications.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table discloses the compensation received for the previous
two fiscal years ended December 31, for our named executive officers, as
indicated below. No other executive officer received compensation exceeding
$100,000 during the last fiscal year.
Name and Principal Option All Other
Position Year Salary Bonus Awards[1] Compensation[2] Total
- ------------------ ---- ------ ----- --------- --------------- -----
Stewart Wang, 2006 $182,000 -- $9,900 $31,200 $223,100
Chief Executive 2005 $182,000 -- -- $26,600 $208,600
Officer
David Vanderhorst 2006 $104,000 -- $7,400 $ 4,700 $116,100
Secretary 2005 $95,000 -- -- $ 4,100 $99,100
Name and Principal Option All Other
Position Year Salary Bonus Awards [1] Compensation [2] Total
- -------- ---- ------ ----- ---------- ---------------- -----
Stewart Wang, 2007 $182,000 - $5,400 $35,100 $222,500
Chief Executive 2006 $182,000 - $5,300 $31,200 $218,500
Officer
David Vanderhorst 2007 $110,000 - $3,500 $ 4,700 $118,200
Secretary 2006 $104,000 - $3,000 $ 4,700 $111,700
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[1] A discussion of the methods used in calculation of these values may be
found in Footnote 7 to the consolidated financial statements in Part 2,
item 7 of our annual report on Form 10-KSB. Reflects the dollar amount
recognized for financial statement reporting purposes with respect to the
fiscal year computed in accordance with FAS 123(R).
[2] Reflects amounts primarily for unused vacation pay and auto allowance
benefits.
Narrative to Summary Compensation Table
The Company does not have any employment agreements with any employee.
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OUTSTANDING EQUITY AWARDS TABLE AT 20062007 FISCAL YEAR-END:
The following table discloses information regarding outstanding options
held by our named executive officers as of the end of our last competed fiscal
year December 31, 2006.2007.
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised Option Option
Options Options Exercise Expiration
Name (#) (#) Price($) Date
- ---- ----------- ------------------------- -------- ----------
Exercisable Unexercisable
Stewart Wang 20,000 --- $1.62 3/4/2009
38,000 --- $1.37 4/1/2009
20,000 --- $3.19 4/28/2010
27,500 --- $1.80 4/28/24/2011
15,000 --- $1.30 5/10/2012
30,000 --- $1.00 5/9/2013
13,333 6,66720,000 - $1.72 8/2/2014
-- 15,0005,000 10,000 $2.70 12/2/20162011
David Vanderhorst 6,000 --- $1.87 6/21/2009
8,000 --- $1.80 4/24/2011
3,500 --- $1.30 5/10/2012
20,000 -- $1.00 5/9/2013
6,667 3,33310,000 - $1.72 8/2/2014
-- 10,0003,333 6,667 $2.45 12/2/2016
[1] All options vest in three equal annual installments beginning one year
from the date of grant and are subject to termination provisions as
defined in the Plan.
COMPENSATION OF DIRECTORS:
The following table discloses information regarding compensation paid to
our non-employee directors for our fiscal year December 31, 2006.2007.
Fees earned
or paid in Option All Other
Name and Principal Position in cash Awards[1]Awards [1] Compensation Total
--------------------------- ------- ------------------- ---------- ------------ -----
Richard Chiang -- $3,700 -- $3,700$1,500 $1,800 - $3,300
Felix Sung -- $3,700 -- $3,700$1,500 $1,800 - $3,300
Craig Miller $1,500 $3,700 -- $5,200$1,800 - $3,300
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[1] A discussion of the methods used in calculation of these values may be
found in Footnote 7 to the consolidated financial statements in Part 2,
item 7 of our annual report on Form 10-KSB. Reflects the dollar amount
recognized for financial statement reporting purposes with respect to the
fiscal year computed in accordance with FAS 123(R).
Non-employee directors receive $1,500 for attending the annual Board of
Directors meeting and the Company pays all out-of-pocket fees associated with
all directors' attendance. In addition, directors receive 5,000 non-statutory
options of Class A Common Stock exercisable at the fair market value of the
Company's Class A Common Stock on the date of grant.
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REPORT OF THE AUDIT COMMITTEE
Since 1995, the Company has had an Audit Committee composed entirely of
non-management directors. The members of the Audit Committee meet the
independence and experience requirements of the Rule 4200(a)(15) of the NASD
listing standards. The Audit Committee has adopted, and the Board of Directors
approved, a charter outlining the practices it follows.
During fiscal 2006,the past one-year term, the Audit Committee met one time with the
senior members of the Company's financial management team. During that meeting,
management reviewed the audited financial statements in the Annual Report with
the Audit Committee, including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments and the clarity of disclosures in the financial statements.
Additionally, the Audit Committee discussed written disclosures from the
independent auditors discussing matters required by SAS 61, "Communication with
Audit Committees," and Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees." The Audit Committee also has
considered whether the independent auditors' provision of non-audit services to
the Company is compatible with the auditors' independence. The Audit Committee
has concluded that the independent auditors are independent from the Company and
its management. The Audit Committee discussed with the Company's independent
auditors the overall scope and plans for their respective audit. In addition,
Mr. Miller discussed the results of each interim review and the annual audit
with the independent registered public accounting firm prior to the filing of
our financial statements for related periods.
In performing all of these functions, the Audit Committee acts only in an
oversight capacity. The Audit Committee does not complete its reviews prior to
the Company's public announcements of financial results and, necessarily, in its
oversight role, the Audit Committee relies on the work and assurances of the
Company's management, which has the primary responsibility for financial
statements and reports, and of the independent auditors, who, in their report,
express an opinion on the conformity of the Company's annual financial
statements to generally accepted accounting principles in the United States of
America.
In reliance on these reviews and discussions, and the report of the
independent auditors, the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2006,2007, for filing with the
Securities and Exchange Commission.
AUDIT COMMITTEE
Craig Miller, Richard Chiang and Felix Sung
The information in this Audit Committee Report shall not be deemed to be
"soliciting material," or to be "filed" with the Securities and Exchange
Commission or to be subject to Regulation 14A or 14C as promulgated by the
Securities and Exchange Commission, or to the liabilities of Section 18 of the
Exchange Act.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Haskell & White LLP is our principal independent accounting firm. The fees
described below are fees for professional audit services rendered by Haskell &
White LLP for the audit of the Company's annual financial statements for our
last two fiscal years ended December 31.
Audit Fees
Fees for audit services, as approved by the Audit Committee and provided
by our principal accountant, totaled approximately $76,100$71,050 in 20062007 and
approximately $67,800$75,100 in 2005,2006, including fees associated with the annual audit
and quarterly interim reviews.
Audit-Related Fees
Our principal accountant did not provide any audit-related services for
20062007 or 2005.2006. Audit-related services are reasonably related to the performance
of the audit or review of our financial statements.
Tax Fees
Our principal accountant did not provide any tax services to the Company
for 20062007 or 2005.2006. The Company paid fees totaling approximately $5,800 in 2007 to
Rob Thomas and $8,000 in 2006
and $9,500 in 2005 to Steven Dong & Associates for the preparation of
federal and multi-state tax returns.
All Other Fees
Except as described above, no other fees were incurred during 20062007 or 20052006
for services provided by our principal accountants.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit
Services of Independent Auditors
Consistent with policies of the Securities and Exchange Commission
regarding auditor independence, the Audit Committee has responsibility for
appointing, setting compensation and overseeing the work of the independent
auditors. In recognition of this responsibility, the Audit Committee has
established a policy to pre-approve all audit and permissible non-audit services
provided by the independent auditors. Our Audit Committee will consider whether
the provision of non-audit services is compatible with maintaining the
independent auditor's independence, and will approve such services, should such
a situation arise.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 2006,2007, the Company purchased electronic
component products of approximately $200,000$519,000 from Princeton Technology
Corporation, a company controlled by Mr. Chiang, a director of the Company. All
of these purchases were for products carried by the Company in inventory and the
Company considers these purchases to be in the normal course of business and
negotiated on an arm's length basis. The Company has entered into a distributor
agreement with Princeton Technology Corporation, and accordingly, the Company
expects to continue purchasing from Princeton Technology Corporation in the
future.
During the year ended December 31, 2006,2007, the Company made payments of
$24,000, to K.S. Best International Co. Ltd., a company controlled by the
brother of the Company's Chief Executive Officer. These payments were for
professional fees related to the operational management of the Company's Taiwan
office. The Company considers these payments to be in the normal course of
business and negotiated on an arm's length basis.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 20072008 certain information
regarding the ownership of the Company's Common Stock by (i) each person
(including any group) known by the Company to be the beneficial owner of more
than 5% of the outstanding shares of Common Stock, (ii) each of the Company's
directors and director nominees, (iii) the Named Executive Officer, and (iv) all
of the Company's Named Executive Officer and directors as a group. As of March
31, 2007,2008, the Company had issued and outstanding 4,765,1444,777,144 shares of Class A
Common Stock and 762,612 shares of Class B Common Stock. Unless otherwise
indicated, the address of each of the executive officers and directors named
below is c/o Taitron Components Incorporated, 28040 West Harrison Parkway,
Valencia, California 91355.
Class A Common Stock (1) Class B Common Stock (1) Name and Address NumberVoting Percent
Number of Percent of Number of Percent of All Classes of
Name and Address of Beneficial Owner of Shares of Class of Shares of Class of Common Stock (1)
Executive Officers and Directors
Executive Officers and Directors
Stewart Wang 1,000,3271,013,621 (2) 20.99%21.22% 762,612 100% 63.46%63.51% (3)
Tzu Sheng Ku 910,319914,926 (4) 14.59% 5.61%19.15% 7.38%
Richard Chiang 55,52758,861 (5) 1.17%1.23% *
Craig Miller 18,33311,667 (6) * *
Felix Sung 57,56060,894 (5) 1.04%1.27% *
David Vanderhorst 44,16750,833 (7) *1.06% *
All directors and executive officers
as a group (6 persons) 2,086,6532,110,802 (8) 43.79%44.19% 762,612 100% 70.49%72.35% (3)
5% Shareholders:
FMR Corporation 465,200LLC 359,023 (9) 8.42%6.48% 2.89%
82 Devonshire Street 3.75%
Boston, MA 02109
* Less than 1.0%.
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission that deem shares to be beneficially
owned by any person who has or shares voting or investment power with
respect to the shares. Unless otherwise indicated, the persons named in
this table have sole voting and sole investment power with respect to all
shares shown as beneficially owned, subject to community property laws
where applicable.
(2) Includes 762,612 shares of Class A Common Stock issuable upon conversion
of the 762,612 shares of Class B Common Stock owned by Mr. Wang, 22,92322,802
shares of Class A Common Stock owned by Mr. Wang's wife, 50,95952,707 shares
owned by Mr. Wang's 401(k) trust and 163,833175,500 shares of Class A Common
Stock underlying options that are or will be exercisable within 60 days of
April 30, 2007.29, 2008.
(3) Excludes 762,612 shares of Class A Common Stock issuable upon conversion
of the 762,612 shares of Class B Common Stock owned by Mr. Wang. The
percentage of all classes owned represents the combined voting power of
the Class A and Class B shares held by Mr. Wang. Mr. Wang is entitled to
cast 10 votes for each share of Class B Common stock held.
(4) Includes 81,962 shares of Class A Common Stock owned by Mr. Ku's wife,
11,04411,897 shares of Class A Common Stock owned by 401(k) trust, 133,635
shares of Class A Common Stock owned by Mr. Ku's children as to which Mr.
Ku exercises sole voting control and 30,83334,167 shares of underlying options
that are or will be exercisable within 60 days of April 30, 2007.29, 2008.
(5) Includes 34,167 shares of underlying options that are or will be
exercisable within 60 days of April 29, 2008.
(6) Includes 11,667 shares of underlying options that are or will be
exercisable within 60 days of April 29, 2008.
(7) Includes 30,833 shares of underlying options that are or will be
exercisable within 60 days of April 30, 2007.
(6) Includes 18,333 shares of underlying options that are or will be
exercisable within 60 days of April 30, 2007.
(7) Includes 24,167 shares of underlying options that are or will be
exercisable within 60 days of April 30, 2007.29, 2008.
(8) Includes the shares of Class A Common Stock referred to in footnotes (2),
(4), (6), (7) and (8) above.
(9) Based on Amendment No. 67 to Schedule 13G filed on February 14, 20052008 by FMR
Corporation,LLC and Edward C. Johnson and Abigail P. Johnson.
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its review of the
copies of the forms received by it, or written representations from certain
reporting persons that Section 16(a) forms were required and filed by those
persons, the Company believes that, during the year ended December 31, 2006,2007, all
of these reports were timely filed.
PROPOSALS OF SHAREHOLDERS
Any shareholder who intends to present a proposal at the 20082009 Annual
Meeting of Shareholders for inclusion in the Company's Proxy Statement and proxy
form relating to the Annual Meeting must submit the proposal to the Company at
its principal executive offices by December 31, 2007.2008. In addition, in the event
a shareholder proposal is not received by the Company by December 31, 2007,2008, the
proxy to be solicited by the Board of Directors for the 20082009 Annual Meeting will
confer discretionary authority on the holders of the proxy to vote the shares if
the proposal ultimately is presented at the 20082009 Annual Meeting without any
discussion of the proposal in the Proxy Statement for that meeting.
The rules and regulations of the Securities and Exchange Commission
provide that if the date of the Company's 20082009 Annual Meeting is advanced or
delayed more than 30 days from the date of the 20072008 Annual Meeting, shareholder
proposals intended to be included in the proxy materials for the 20082009 Annual
Meeting must be received by the Company within a reasonable time before the
Company begins to print and mail the proxy materials for the 20082009 Annual
Meeting. Upon determination by the Company that the date of the 20082009 Annual
Meeting will be advanced or delayed by more than 30 days from the date of the
20072008 Annual Meeting, the Company will disclose that change in the earliest
possible Quarterly Report on Form 10-QSB.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
The Company is delivering this Proxy Statement and its 2006 Annual Report
on Form 10-KSB to all stockholders of
record as of the record date. Stockholders residing in the same household who
hold their shares in the name of a bank, broker or other holder of record may
receive only one Annual Report and Proxy Statement if previously notified by
their bank, broker or other holder. This process by which only one annual report or proxy statement,
as the case may be, is delivered to multiple security holders sharing an
address, unless contrary instructions are received from one or more of the
security holders, is called "householding." Householding may provide convenience
for stockholders and cost savings for companies. Once begun, householding may
continue unless instructions to the contrary are received from one or more of
the stockholders within the household.
Street name stockholders in a single household who received only one copy
of the Annual Report and Proxy Statement may request to receive separate copies
in the future by following the instructions provided on the voting instruction
form sent to them by their bank, broker or other holder of record. Similarly,
street name stockholders who are receiving multiple copies may request that only
a single set of materials be sent to them in the future by checking the
appropriate box on the voting instruction form. Alternatively, street name
stockholders whose holders of record utilize the services of ADPBroadridge (as
indicated on the voting instruction form sent to them) may send written
instructions to Householding Department, 51 Mercedes Way, Edgewood, New York
11717 or call 1-800-542-1061.(631) 254-7067. The instructions must include the stockholder's
name and account number and the name of the bank, broker or other holder of
record. Otherwise, street name stockholders should contact their bank, broker or
other holder.
Copies of this Proxy Statement and the 20062007 Annual Report on Form 10-KSB
are available promptly by calling (661) 257-6060, or by writing to Attention:
Investor Relations, Taitron Components Incorporated, 28040 West Harrison
Parkway, Valencia, California 91355. If you are receiving multiple copies of
this Proxy Statement and the Annual Report, you also may request orally or in
writing to receive a single copy of this Proxy Statement and the Annual Report
by calling (661) 257-6060, or writing to Attention: Investor Relations, Taitron
Components Incorporated, 28040 West Harrison Parkway, Valencia, California
91355.
-10-
OTHER MATTERS
The Board of Directors is not aware of any matter to be acted upon at the
Annual Meeting other than described in this Proxy Statement. Unless otherwise
directed, all shares represented by the persons named in the accompanying proxy
will be voted in favor of the proposals described in this Proxy Statement. If
any other matter properly comes before the meeting, however, the proxy holders
will vote thereon in accordance with their best judgment.
EXPENSES
The entire cost of soliciting proxies will be borne by the Company.
Solicitation may be made by mail. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward soliciting
material to the beneficial owners of the Common Stock held of record by them and
will reimburse those persons for their reasonable charges and expenses in
connection therewith.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report for the year ended December 31, 20062007 is
available online by accessing our website URL at
http://www.taitroncomponents.com/pages/corporate/investor_relations/annual_report.htm, but is not to be considered part of the soliciting material.
REPORT ON FORM 10-KSB
THE COMPANY UNDERTAKES, UPON WRITTEN REQUEST, TO PROVIDE, WITHOUT CHARGE,
EACH PERSON FROM WHOM THE ACCOMPANYING PROXY IS SOLICITED WITH A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2006,2007, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, BUT EXCLUDING EXHIBITS THERETO. REQUESTS
SHOULD BE ADDRESSED TO TAITRON COMPONENTS INCORPORATED, ATTENTION: INVESTOR
RELATIONS, 28040 WEST HARRISON PARKWAY, VALENCIA, CALIFORNIA 91355.
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ANNUAL MEETING OF SHAREHOLDERS OF
TAITRON COMPONENTS INCORPORATED
May 25, 200729, 2008
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
| |
V Please*Please detach along perforated line and mail in the
envelope provided. V*
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1 -THE ELECTION OF
DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK AS SHOWN HERE
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS, as provided in the OF TAITRON COMPONENTS INCORPORATED
Company's Proxy Statement:
NOMINEES:
|_| FOR ALL NOMINEES |_|o Tzu Sheng (Johnson) Ku
|_| WITHHOLD AUTHORITY |_|o Stewart Wang
FOR ALL NOMINEES |_|o Richard Chiang
|_| FOR ALL EXCEPT |_|o Craig Miller
(See instructions below) |_|o Felix Sung
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as shown here: o
================================================================================
To change the address on your account, please check the box at
right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the
account may not be submitted via this method |_|
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF TAITRON COMPONENTS
INCORPORATED
The undersigned revokes any other proxy to vote at such Meeting and hereby
ratifies and confirms all that said attorneys and proxies, and each of them, may
lawfully do by virtue hereof. With respect to matters not known at the time of
the solicitation hereof, said proxies are authorized to vote in accordance with
their best judgment.
This Proxy will be voted in accordance with the instructions set forth
above. Where a vote is not specified, the proxies will vote the shares
represented by the proxy "FOR" Proposal 1 and as said proxy shall deem advisable
on such other business as may come before the Meeting, unless otherwise
directed.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting of Shareholders and accompanying Proxy Statement dated April 30, 200729, 2008
relating to the Meeting.
Please check here if you plan to attend the meeting. |_|
- --------------------------------------------------------------------------------
To change the address on your account, please check the box
at right and indicate your new address in the address space |_|
above. Please note that changes to the registered name(s) on
the account may not be submitted via this method
- --------------------------------------------------------------------------------
Signature of Shareholder |__________________________| Date:
|____________|-------------------- --------------------
Signature of Shareholder |__________________________| Date:
|____________|-------------------- --------------------
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
-12-
TAITRON COMPONENTS INCORPORATED
Proxy for Annual Meeting of Shareholders
The undersigned, a shareholder of TAITRON COMPONENTS INCORPORATED, a
California corporation (the "Company"), hereby appoints STEWART WANG and DAVID
VANDERHORST, or either of them, the proxies of the undersigned, each with full
power of substitution, to attend, vote and act for the undersigned at the Annual
Meeting of Shareholders of the Company, to be held on May 25, 200729, 2008 and any
postponements or adjournments thereof, and in connection herewith to vote and
represent all of the shares of the Company which the undersigned would be
entitled to vote as follows:
(Continued and to be signed on the reverse side)
-13-