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 Section 240.14a-12 All American Semiconductor, 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)(1) 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: .......................................................................... |
Summary Compensation Table -------------------------- Long-term Compensation Annual Compensation Awards --------------------------------------- --------------- Other Annual Securities All Other Salary Compensation Underlying Compensation Name and Principal Position Year ($) (1) Bonus($) ($) (2) Options(#) ($)(3) - --------------------------- ----- ---------- --------- ---------------- --------------- ---------- Paul Goldberg................... 2004 256,000 150,000 - 13,740 11,000 Chairman of the Board 2003 243,000 - - 41,260 48,000(4) 2002 243,000 - - - 10,000 Bruce M. Goldberg............... 2004 358,000 250,000 - 19,240 28,000 President and Chief 2003 339,000 - - 58,270 26,000 Executive Officer 2002 339,000 - - - 26,000 Howard L. Flanders.............. 2004 191,000 100,000 - 10,110 7,600 Executive Vice President and 2003 181,000 - - 30,890 12,000 Chief Financial Officer 2002 181,000 - - - 18,000 Rick Gordon..................... 2004 194,000 100,000 - 9,500 4,000 Senior Vice President of 2003 183,000 - - 22,390 4,000 Sales and Marketing 2002 183,000 - - - 15,000 John Jablansky.................. 2004 183,000(5) - - 2,000 2,000 Senior Vice President of Product 2003 174,000(5) - - 6,040 1,000 Management and Operations 2002 174,000(5) - - - 1,000 - --------------- |
(1) Salary paid to Paul Goldberg, Bruce M. Goldberg, Howard L. Flanders and Rick Gordon in each of the years presented was less than the amount payable under each executive officer's employment agreement with the Company as a result of voluntary salary reductions taken by the executive officers which voluntary salary reductions began in 2001. (2) Other annual compensation for each of the named executive officers in each of the years presented did not exceed the lesser of $50,000 or 10% of the total of annual salary and bonus reported for such named executive officer. (3) All other compensation includes Company contributions to life insurance policies, where the Company is not the beneficiary, to the Deferred Compensation Plans and to the 401(k) Plan of the Company. See hereinbelow and "Deferred Compensation Plans for Executive Officers and Key Employees" and "401(k) Plan." (4) Includes a distribution of $38,000 under the terms of the 1998 Deferred Compensation Plan of the Company. See "Deferred Compensation Plans for Executive Officers and Key Employees." (5) Includes commissions paid in the aggregate amount of $68,000 for each of the years presented. The Company pays for a $550,000 universal life insurance policy on the life of Paul Goldberg with benefits payable to his wife, which had an annual premium in 2004 of $7,668. Pursuant to the terms of an employment agreement with Bruce M. Goldberg, the Company makes annual payments, currently in the amount of $21,995, to Bruce M. Goldberg to cover the annual premium on a $1,000,000 whole life insurance policy (the "Whole Life Policy") on the life of Bruce M. Goldberg. The Company is obligated to continue, for the duration of Bruce M. Goldberg's employment with the Company, to pay the annual premium to Bruce M. Goldberg for the Whole Life Policy. In addition, pursuant to the terms of an insurance agreement effective as of January 1, 1993 with each of Howard L. Flanders and Rick Gordon, beginning in 1993 the Company had advanced substantially all of the premiums for $1,000,000 flexible premium life insurance 9 |
Potential Realizable Closing Value at Assumed Number of % of Market Annual Rates of Stock Securities Total Options Price on Price Appreciation Underlying Granted to Exercise Date of for Option Term Options Employees in Price Grant Expiration -------------------------- Name Granted (#) Fiscal Year ($/Share) ($/Share)(1) Date 0% ($) 5% ($) 10% ($) - ------------------- --------------- --------------- ---------- ----------- ----------- -------- -------- ------- Paul Goldberg 13,740(2) 10.8% 6.93 7.23 01/20/08 4,136 25,547 50,246 Bruce M. Goldberg 19,240(2) 15.1% 6.30 7.23 01/20/08 17,912 47,895 82,480 Howard L. Flanders 10,110(2) 7.9% 6.30 7.23 01/20/08 9,412 25,167 43,341 Rick Gordon 9,500(2) 7.5% 6.30 7.23 01/20/08 8,845 23,649 40,726 John Jablansky 2,000(2) 1.6% 6.30 7.23 01/20/08 1,862 4,979 8,574 |
(1) The closing market price on the date of grant may be different than the exercise price per share. For purposes of and as provided under the Option Plan, the exercise price per share is based on the "fair market value" on the date of grant of any option. Fair market value represents the average of the market price of a share of Common Stock for each of the seven (7) consecutive business days preceding such date. The market price on each such day is the closing sales price of a share of Common Stock on The Nasdaq Stock Market on such day. The Compensation Committee of the Company believes this calculation more accurately reflects "fair market value" of the Company's Common Stock on any given day as compared to simply using the closing market price on the date of grant. (2) These options vest 30% on July 21, 2005, 30% on January 21, 2006 and 40% on January 21, 2007. 10 |
Number of Securities Value of Underlying Unexercised Unexercised In-the-Money Options At Options At Shares FY-End(#) FY-End ($) Acquired on Value Exercisable/ Exercisable/ Exercise(#) Realized($)(1) Unexercisable Unexercisable(2) ------------------------------------------------------------------------------ Paul Goldberg................ 15,000 111,675 66,378 (E) 47,160 (E) 43,622 (U) 110,040 (U) Bruce M. Goldberg............ - - 126,481 (E) 109,704 (E) 61,029 (U) 163,156 (U) Howard L. Flanders........... 24,000 160,368 49,267 (E) 52,980 (E) 32,733 (U) 86,492 (U) Rick Gordon.................. 8,000 50,656 42,717 (E) 32,172 (E) 26,173 (U) 62,692 (U) John Jablansky............... - - 8,212 (E) 17,856 (E) 6,828 (U) 16,912 (U) - -------------- |
(1) Value is based upon the difference between the exercise price of the options and the last reported sale price of the Common Stock on The Nasdaq Stock Market on the date of exercise. (2) Value is based upon the difference between the exercise price of the options and the last reported sale price of the Common Stock on The Nasdaq Stock Market on December 31, 2004 (the Company's fiscal year end). Compensation Committee Report The Compensation Committee is responsible for recommending to the Board the compensation of the executive officers, including annual base salaries, cash and non-cash bonuses, stock ownership plans, retirement plans and other benefits. With respect to the compensation of the executive officers other than the Chief Executive Officer, the Compensation Committee makes its recommendations after consulting with the Chief Executive Officer. In addition, the Compensation Committee administers the Option Plan and the Company's deferred compensation plans and will administer all future benefit plans of the Company. The policies of the Compensation Committee and the Board with respect to the compensation of the executive officers is intended to establish levels of annual compensation that are consistent with the Company's annual and long-term goals and to reward individuals for corporate performance as well as individual achievements. In part, the Compensation Committee believes in using incentives such as annual incentive cash bonuses and stock option grants and deferred compensation plans as a means of motivating its executive officers to perform at the highest levels possible and to tie directly the compensation of the Company's executive officers to the operating performance of the Company. The Compensation Committee also takes into consideration the compensation of executive officers at companies similar in size to the Company and at other companies within the same industry as the Company. During fiscal year 2004 executive officers named in the Summary Compensation Table were compensated pursuant to employment agreements entered into prior to 2004 or previously existing compensation arrangements. See "Employment Agreements" hereinbelow. Howard M. Pinsley Robin L. Crandell 11 |
Number of Securities Remaining Number of Securities To Weighted Average Available for Future Issuance Be Issued Upon Exercise Exercise Price of Under Equity Compensation Plans of Outstanding Options, Outstanding Options, (Excluding Securities Plan Category Warrants And Rights Warrants and Rights Reflected in the First Column) - ----------------------------- ------------------------- --------------------- -------------------------------- Equity compensation plans approved by stockholders 759,360 $5.07 180,834 Equity compensation plans not approved by stockholders N/A N/A N/A |
Deferred Compensation Plans for Executive Officers and Key Employees Effective January 1, 1988, the Company established a deferred compensation plan (the "1988 Deferred Compensation Plan") for executive officers and key employees of the Company. The employees eligible to participate in the 1988 Deferred Compensation Plan (the "Participants") are chosen at the sole discretion of the Board, upon a recommendation from the Compensation Committee. In 2003, the 1988 Deferred Compensation Plan was amended to allow a Participant 16 |
- ----------------------- *Assumes the investment of $100 on January 1, 2000 and reinvestment of dividends (no dividends were declared on the Company's Common Stock during the period). 19 |
PROXY ALL AMERICAN SEMICONDUCTOR, INC.
ANNUAL MEETING OF SHAREHOLDERS-NOVEMBER 2, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints Paul Goldberg and Bruce M. Goldberg, and each of them, as proxies, with full power of substitution to each, for and in the name, place and stead of the undersigned to vote all shares of Common Stock of All American Semiconductor, Inc. (the "Company") which the undersigned would be entitled to vote at the Annual Meeting of Shareholders of the Company to be held on Wednesday, November 2, 2005, at 10:00 a.m., Miami, Florida local time, at Don Shula's Hotel, 6842 Main Street, Miami Lakes, Florida, and at any and all postponements and adjournments thereof. The Board of Directors recommends a vote "FOR" Proposals 1, 2 and 3 on reverse side. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. WHERE A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE THE SHARES REPRESENTED BY THE PROXY "FOR" EACH OF PROPOSALS 1, 2 AND 3 ON REVERSE SIDE. A MAJORITY OF SAID PROXIES PRESENT AND ACTING IN PERSON OR BY THEIR SUBSTITUTES (OR IF ONLY ONE IS PRESENT AND ACTING, THEN THAT ONE) MAY EXERCISE ALL OF THE POWER CONFERRED HEREBY. DISCRETIONARY AUTHORITY IS CONFERRED HEREBY AS TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. PLEASE SIGN EXACTLY AS YOUR NAME APPEARS IN THE RECORDS OF THE COMPANY. IF THE SHARES ARE HELD IN THE NAMES OF TWO OR MORE PERSONS, EACH SHOULD SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, GUARDIANS, ATTORNEYS AND CORPORATE OFFICERS SHOULD ADD THEIR TITLES. Receipt of the Company's 2004 Annual Report and the Notice of Annual Meeting of Shareholders and Proxy Statement relating thereto is hereby acknowledged. (Continued and to be signed on the reverse side) SEE REVERSE
SIDE
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] FOR AGAINST ABSTAIN 1. Election of Directors: 2. Approval of an extension of the term [ ] [ ] [ ] NOMINEES: and expiration date of the Company's [ ] FOR ALL NOMINEES o Bruce M. Goldberg Employees', Officers', Directors' Stock o Howard L. Flanders Option Plan, as previously amended and [ ] WITHHOLD AUTHORITY o Richard E. Siegel restated (the "Option Plan"), to FOR ALL NOMINEES September 6, 2015 and an increase in the number of shares of common stock [ ] FOR ALL EXCEPT reserved for issuance under the (See instruction below) Option Plan to 1,350,000 shares. INSTRUCTION: To withhold authority to vote for any individual 3. Ratification of the selection of [ ] [ ] [ ] nominee(s), mark "FOR ALL EXCEPT" and fill in Lazar Levine & Felix LLP as the the circle next to each nominee you wish Company's registered independent to withhold, as shown here: o public accounting firm for the year ending December 31, 2005. 4. Upon such other matters as may [ ] [ ] [ ] properly come before the Annual Meeting or any and all postponements or adjournments thereof. 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.