UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
Of the Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant o
Check the appropriate Box:
[ | ] | Preliminary Proxy Statement |
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[ | ] | Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||
x |
| Definitive Proxy Statement |
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[ | ] | Definitive Additional Materials |
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[ | ] | Soliciting Material Pursuant to §240.14a-12 |
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WILLIAMS CONTROLS, INC.
(Name of Registrant As Specified In Its Charter)
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x No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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 transaction 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 is calculated and state how it was determined.):
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4) Proposed maximum aggregate value of transaction:
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[ ] 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.
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to be held on
March 2, 2006
1. | To elect three (3) members of the Company’s Board of Directors each for a three (3) year term to serve until the next annual meeting or until their respective successors are duly elected or appointed, and qualified; |
2. | To approve an amendment to the Company’s Certificate of Incorporation, as amended, so as to effect a reverse stock split of the Company’s Common Stock at a ratio of one-for-six (1 for 6), provide for the cash-out of fractional shares, and reduce the number of authorized shares of the Company’s Common Stock in proportion to the reverse split; |
3. | To approve an amendment to the Company’s Certificate of Incorporation, as amended, eliminating the staggered terms of members of its Board of Directors, and providing for one-year terms and the annual election of all directors; and |
4. | To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000151/ebunday.jpg)
Executive Vice President, Chief Financial
Officer and Secretary
Portland, Oregon
14100 SW 72nd Avenue
Portland, Oregon 97224
(503) 684-8600
for
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 2, 2006
effect on the election of directors. Proposals 2 and 3 will be approved if, assuming the existence of a quorum, a majority of the shares entitled to vote approve the proposal. Accordingly, abstentions and broker non-votes will have the effect of a “No” vote with respect to Proposals 2 and 3.
• | FOR the three nominees to the Company’s Board of Directors named in this Proxy Statement; |
• | FOR the amendment to the Company’s Certificate of Incorporation, as amended, effecting a reverse stock split of the Company’s Common Stock at a ratio of one-for-six (1 for 6), providing for the cash-out of fractional shares and reducing the number of authorized shares of the Company’s Common Stock in proportion to the reverse split; |
• | FOR the amendment to the Company’s Certificate of Incorporation, as amended, eliminating the staggered terms of members of its Board of Directors, and providing for one-year terms and the annual election of all directors; |
• | At the discretion of the persons named in the proxy on any other business that may properly come before the Annual Meeting. |
• | by filing with the Company’s corporate secretary, at or before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the date of the proxy; or |
• | by signing and dating a subsequent proxy relating to the same shares and delivering it to the Company’s corporate secretary before the Annual Meeting; or |
• | by attending the Annual Meeting and voting in person. |
Name | Age | Occupation and Employment History | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
R. Eugene Goodson | 70 | Mr. Goodson has been Chairman of the Board of Directors since July 1, 2002. He also was President and Chief Executive Officer from August 7, 2002 through September 30, 2004. Mr. Goodson is the Chairman of the Executive Committee. Mr. Goodson has been an Adjunct Professor at the University of Michigan’s School of Business from September 1998 until Present. From October 1997 to September 1998, he was a consultant with Oshkosh Truck Corporation, a manufacturer of specialized trucks and transport equipment. From 1990 until his retirement in October 1997, he was Chairman of the Board of Directors and Chief Executive Officer of Oshkosh Truck Corporation. Mr. Goodson has a MSME and a PhD from Purdue University. |
Name | Age | Occupation and Employment History | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Peter E. Salas | 51 | Mr. Peter E. Salas has been a director since September 2004 and is a member of the Executive Committee. He has been President of Dolphin Asset Management Corp. and its related companies since founding them in 1988. Prior to establishing Dolphin, he was with J.P. Morgan Investment Management, Inc. for ten years. He received an A.B. degree in Economics from Harvard in 1976. Mr. Salas serves as Chairman of the Board of Tengasco, Inc. and ACT Teleconferencing, Inc., and serves on the boards of directors of Southwall Technologies Inc. and Boston Restaurant Associates. | ||||||||
Donn J. Viola | 60 | Mr. Viola has been a director since December, 2002 and is Chairman of the Compensation Committee and a member of the Executive Committee. Mr. Viola served as Chief Operating Officer of Donnelly Corporation, an automotive parts supplier, from 1996 until his retirement in 2002. From 1990 to 1996, Mr. Viola held positions as Senior Executive Vice President and Chief Operating officer with Mack Trucks, a heavy truck manufacturer. Mr. Viola has a BSME from Lehigh University. |
Name | Age | Occupation and Employment History | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
H. Samuel Greenawalt | 77 | Mr. Greenawalt served as a director and a member of the Audit Committee from March 1994 to July 1, 2002 when he resigned in conjunction with the 2002 recapitalization transaction. Mr. Greenawalt was re-elected as a director at the Company’s Annual Meeting on September 19, 2002. Mr. Greenawalt is chairman of the Audit Committee and a member of the Governance and Nominating Committee. From 1987 until his retirement in 1994 Mr. Greenawalt served as Senior Vice President, Business Development, for Michigan National Bank in Detroit, Michigan and since 1994 has served in that capacity on a part time basis. Mr. Greenawalt received a Bachelor of Science degree from the Wharton School at the University of Pennsylvania, and is a graduate of the University of Wisconsin Banking School. Mr. Greenawalt is a director of Valley Commerce Bank. | ||||||||
Carlos P. Salas | 34 | Mr. Carlos P. Salas has been a director since September 2004. and is the Chairman of the Governance and Nominating Committee and a member of the Compensation Committee. He is a member of Dolphin Advisors, L.L.C., which manages a private-equity investment fund focused on middle-market opportunities. Before joining Dolphin Advisors, Mr. Salas was an investment banker with Donaldson, Lufkin & Jenrette, Inc. (“DLJ”), and later with Credit Suisse First Boston when it merged with DLJ. Prior to joining DLJ, Mr. Salas practiced law with Cleary, Gottlieb, Steen & Hamilton in New York. Mr. Salas received his J.D. from The University of Chicago and his B.A. from New York University. Mr. Salas also serves on the boards of directors of Tengasco Inc. ACT Teleconferencing, Inc. and Telenetics Corp. |
Name | Age | Occupation and Employment History | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Douglas E. Hailey | 43 | Mr. Hailey has served as a director since 2001 and is a member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. Since 1994, Mr. Hailey has been Vice President of the Investment Banking Division of Taglich Brothers, Inc., a New York-based full service brokerage firm that specializes in private equity placements for small public companies. Prior to joining Taglich Brothers, Mr. Hailey spent five years with Weatherly Financial Group, a private equity firm that specialized in sponsoring leveraged buyouts. Mr. Hailey received a Bachelors degree in Business Administration from Eastern New Mexico University and an MBA in Finance from the University of Texas. | ||||||||
Patrick W. Cavanagh | 52 | Mr. Cavanagh joined the Company as the President and Chief Executive Officer on October 1, 2004. He was appointed to the Board of Directors in May 2005. From June 2003 until joining the Company, Mr. Cavanagh was General Manager of Woodward Controls, Inc., a subsidiary of Woodward Governor Company. Woodward Governor is the largest independent manufacturer of engine control systems for industrial engines and turbines. Mr. Cavanagh was responsible for Sales, Engineering and Manufacturing operations in Niles, Illinois and Suzhou, China. From 1992 to 2003, he was a Corporate Vice President of Knowles Electronics and general manager of their automotive components group, a producer of sophisticated engine control systems and sensors for the automotive, heavy truck and industrial markets. A Knowles Electronic subsidiary, Syncro-Start, was acquired by Woodward Governor Co. in June 2003. Mr. Cavanagh has a Bachelor of Science in Mechanical Engineering Technology from the Milwaukee School of Engineering. |
fiscal year 2005 Mr. Peter E. Salas met the definition of an audit committee financial expert, as set forth in Item 401(h)(2) of SEC Regulation S-K and (ii) for our fiscal year 2006, Mr. Hailey meets the definition of an audit committee financial expert as set forth in Item 401(h)(2) of SEC Regulation S-K. A copy of the report of the Audit Committee is contained in this Proxy Statement.
the date of the meeting is given or made to stockholders. If less than 10 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received by the Company not later than the close of business on the second day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Stockholders also may be subject to other conditions and limitations regarding the nomination of directors. See“Stockholder Proposals for 2007 Annual Meeting” below.
elected to the Board of Directors. Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists at the Annual Meeting, but are not counted and have no effect on the determination of whether a plurality exists with respect to a given nominee.
AS AMENDED, TO EFFECT A ONE-FOR-SIX (1 FOR 6) REVERSE STOCK SPLIT OF THE
COMPANY’S COMMON STOCK, PROVIDE FOR THE CASH-OUT OF FRACTIONAL
SHARES AND REDUCE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S
COMMON STOCK IN PROPORTION TO THE REVERSE SPLIT
• | the Purchase Price for each resulting fractional share of stock is based on the average trading value of our Common Stock prior to the Split Transaction; |
• | listing of the Company’s Common Stock on Nasdaq, if it occurs, may result in greater liquidity for stockholders and may provide greater access to the financial markets; and |
• | the ability of stockholders who hold fewer than six Pre-Split Shares to remain stockholders by purchasing sufficient shares in advance of the Annual Meeting to cause them to own more than six Pre-Split Shares. |
• | following the closing, the stockholders of less than six Pre-Split Shares prior to the Split Transaction will cease to participate in the future growth of the Company, if any, or benefit from increases, if any, in the value of the Company. This factor is somewhat mitigated by the fact that these stockholders may purchase shares of our Common Stock prior to the Effective Date; |
• | the payment for fractional shares, which is not expected to exceed $15.00 for any single stockholder, is a taxable transaction for stockholders; and |
• | there is no guarantee that the Company will meet the requirements for trading on the Nasdaq market, despite the Split Transaction. |
Board of Directors believes that the Split Transaction is procedurally fair to our stockholders because the Split Transaction is being effected in accordance with all requirements under Delaware law and hence will require the affirmative vote of the holders of a majority of our outstanding Common Stock. In addition, between the date hereof and the Effective Date all stockholders of the Company will have the opportunity to adjust the number of Pre-Split Shares they own by buying or selling shares of our Common Stock on the open market.
Hypothetical Scenario | Result | |||||
---|---|---|---|---|---|---|
Mr. Brown is a registered stockholder who holds 125 shares of Common Stock in his account prior to the Split Transaction. | In the Split Transaction, Mr. Brown will receive 20 shares of Common Stock (125 shares divided by 6 (which leaves five Pre-Split Shares remaining)), and instead of receiving a fractional share of Common Stock immediately after the Split Transaction (for the remaining five Pre-Split Shares), Mr. Brown will receive a cash payment from the Company in an amount determined by multiplying the Purchase Price per share by his remaining five Pre-Split Shares. |
Hypothetical Scenario | Result | |||||
---|---|---|---|---|---|---|
Ms. Orange Holds 180 shares of Common Stock in her name in a brokerage account as of the Effective Date. | The Company intends for the Split Transaction to treat stockholders holding shares of Common Stock in street name through a nominee (such as a bank or broker) in the same manner as stockholders whose shares are registered in their names. Nominees will be instructed to effect the Split Transaction for their beneficial holders. If this occurs, after the Split Transaction Ms. Orange will have 30 shares in her account (180 shares divided by 6). However, nominees may have a different procedure and stockholders holding shares of Common Stock in street name should contact their nominees. |
by any bank, nominee or brokerage. We will not pay interest on cash sums due any such stockholder pursuant to the Split Transaction.
capital gain or loss if the fractional share interests are held as capital assets at the time of their sale. The tax basis of the new Common Stock received by holders of Common Stock will be the same as the tax basis of the Common Stock exchanged therefor, and the holding period of the new Common Stock in the hands of holders of new Common Stock will include the holding period of their Common Stock exchanged therefor, provided that such Common Stock was held as a capital asset immediately prior to the exchange.
INCORPORATION, AS AMENDED, TO ELIMINATE THE STAGGERED TERMS OF THE
MEMBERS OF THE BOARD OF DIRECTORS
always have prior experience as directors of the company. Proponents further assert that classified boards may enhance stockholder value by forcing an entity seeking control of a target company to initiate arms-length discussions with the board of a target company because the entity is unable to replace the entire board in a single election.
Name | Age | Current Position | Tenure | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
R. Eugene Goodson | 70 | Chairman of the Board | 2002 to present | |||||||||||
President and Chief Executive Officer | 2002 to September 30, 2004 | |||||||||||||
Patrick W. Cavanagh | 52 | President and Chief Executive Officer | October 1, 2004 to present | |||||||||||
Dennis E. Bunday | 55 | Chief Financial Officer | 2001 to present | |||||||||||
Executive Vice President, and Secretary | 2002 to present | |||||||||||||
Thomas F. Dunlap | 57 | Executive Vice President | 2002 to present | |||||||||||
Mark S. Koenen | 39 | Vice President, Sales and Marketing | September 1, 2005 to present |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Other Annual Compensation($) | Securities Underlying Options(#) | All Other Compensation($) | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Patrick W. Cavanagh (1) | 2005 | 240,000 | 500,000 | (2) | — | 1,000,000 | (4) | 107,957 | (3) | |||||||||||||||||
President and Chief | 2004 | — | — | — | — | — | ||||||||||||||||||||
Executive Officer | 2003 | — | — | — | — | — | ||||||||||||||||||||
R. Eugene Goodson (6) | 2005 | 75,000 | — | — | — | 3,000 | (5) | |||||||||||||||||||
Chairman of the Board, and | 2004 | 120,000 | 108,400 | — | — | 8,200 | (5) | |||||||||||||||||||
through September 30, 2004, | 2003 | 120,000 | 37,500 | — | 250,000 | (7) | 3,900 | (5) | ||||||||||||||||||
President and Chief | ||||||||||||||||||||||||||
Executive Officer | ||||||||||||||||||||||||||
Dennis E. Bunday | 2005 | 150,000 | 91,969 | — | — | 8,400 | (5) | |||||||||||||||||||
Executive Vice President and | 2004 | 150,000 | 108,400 | — | — | 8,200 | (5) | |||||||||||||||||||
Chief Financial Officer | 2003 | 150,000 | 47,500 | — | 250,000 | (7) | 5,400 | (5) | ||||||||||||||||||
Thomas F. Dunlap | 2005 | 150,000 | 90,070 | — | — | 8,400 | (5) | |||||||||||||||||||
Executive Vice President | 2004 | 150,000 | 108,400 | — | — | 8,200 | (5) | |||||||||||||||||||
2003 | 150,000 | 37,500 | — | 250,000 | (7) | 7,300 | (5) | |||||||||||||||||||
Mark S. Koenen (8) | 2005 | 104,648 | 39,685 | — | — | 5,739 | (5) | |||||||||||||||||||
Vice President, Sales | 2004 | 103,802 | 34,200 | — | 160,000 | (9) | 5,510 | (5) | ||||||||||||||||||
and Marketing | 2003 | 82,511 | 17,625 | — | — | 3,660 | (5) |
(1) | Mr. Cavanagh was appointed the Company’s President and Chief Executive Officer effective October 1, 2004. |
(2) | Mr. Cavanagh’s bonus includes a $200,000 one-time signing bonus to replace a retention bonus that Mr. Cavanagh would have received from his former employer in May, 2005. Mr. Cavanagh’s bonuses were paid with a combination of Common Stock of the Company and cash. His one time signing bonus was paid with 76,336 shares of Common Stock of the Company valued at $1.31 per share, which was the average of the trading price of the stock for the 30 days immediately preceding the issuance of the stock and above the price on the date of grant, and the remaining $100,000 in cash. His annual bonus of $300,000 was paid with 37,343 shares of Common Stock valued at $1.61 per share, which was the average trading price of the stock for the 30 days immediately preceding the issuance of the stock, and the remaining $240,000 in cash. |
(3) | Represents $8,400 contributions from the Company to Mr. Cavanagh’s 401(k) account and $99,557 for relocation expenses to move his family and personal effects from Chicago, Ill. to Portland, Oregon. |
(4) | Mr. Cavanagh was granted stock options under the Company’s Restated 1993 Stock Option Plan for 1,000,000 shares of Common Stock at an exercise price of $1.00 per share, which was above the stock price on October 1, 2004, the date of grant. |
(5) | Represents contributions from the Company to each of the named executive’s 401(k) accounts. |
(6) | Mr. Goodson retired as Chief Executive Officer on October 1, 2004, with the appointment of Patrick W. Cavanagh, but has remained as our Chairman of the Board. For fiscal 2005, Mr. Goodson was paid $75,000 as Chairman of the Board and for his services related to an orderly transition of the President and Chief Executive Officer position to Mr. Cavanagh. During fiscal 2005, Mr. Goodson was an employee of the Company. |
(7) | Messrs. Bunday, Dunlap, and Goodson were each granted stock options under the Company’s Restated 1993 Stock Option Plan for 250,000 shares of Common Stock at an exercise price of $0.66 per share, which was above the stock price on July 31, 2003, the date of grant. |
(8) | Mr. Koenen was named Vice President, Sales and Marketing effective September 1, 2005. Prior to September 1, 2005, Mr. Koenen was sales and marketing manager for Williams Controls. Compensation includes amounts paid to Mr. Koenen prior to being named Vice President. |
(9) | Mr. Koenen was granted stock options under the Company’s Restated 1993 Stock Option Plan for 160,000 shares of Common Stock at an exercise price of $.77 per share, which was above the stock price on March 26, 2004, the date of grant. |
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (3) | |||||||||||||||||||||||||||
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Name | Options Granted (#) (1) | % of Total Options Granted to Employees in Fiscal Year | Exercise or Base Price ($/share) (2) | Expiration Date | 5% | 10% | |||||||||||||||||||||
Patrick W. Cavanagh | 1,000,000 | 100.0 | $ | 1.00 | 10/01/2014 | $ | 547,450 | $ | 1,464,055 |
(1) | The options shown in the table with the expiration date of October 1, 2014 become exercisable with respect to 20% of the total number of shares on each of October 1, 2005, 2006, 2007, 2008, and 2009. All options will become fully vested upon the approval by the Company’s stockholders of a merger, sale of substantially all of the Company’s assets or stock, or a plan of liquidation. |
(2) | The Exercise Price was greater than the market price of the Company’s Common Stock on the date of grant. |
(3) | Assumed annual appreciation rates are set by the SEC and are not a forecast of future appreciation. The actual realized value depends of the market value of the common stock on the exercise date and no gain to the optionees is possible without an increase in the price of the common stock. All values are before taxes and do not include dividends. |
Securities Underlying Unexercised Options at Year End (#) | Value of In-the Money Option at Year End ($)(1) | ||||||||||||||||||||||||||
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Name | Shares Acquired on Exercise (#) | Value Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||||
R. Eugene Goodson | — | — | 150,000 | 100,000 | 91,500 | 61,000 | |||||||||||||||||||||
Patrick W. Cavanagh | — | — | — | 1,000,000 | — | 270,000 | |||||||||||||||||||||
Dennis E. Bunday | — | — | 150,000 | 100,000 | 91,500 | 61,000 | |||||||||||||||||||||
Thomas K. Dunlap | — | — | 200,000 | 100,000 | 91,500 | 61,000 | |||||||||||||||||||||
Mark S. Koenen (2) | — | — | 100,000 | 168,000 | 52,600 | 88,400 |
(1) | The dollar values are calculated by determining the difference between the fair market value of the underlying Common Stock and the exercise price of the options at fiscal year-end. |
(2) | Mr. Koenen was appointed Vice President, Sales and Marketing effective September 1, 2005. |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | ||||||||||||
Equity compensation plans approved by security holders | 3,733,917 | $ | .94 | 1,072,583 | ||||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||
Total | 3,733,917 | $ | .94 | 1,072,583 |
Kirk R. Ferguson, Chairman Carlos P. Salas Donn J. Viola |
Donn J. Viola, Chairman Douglas E. Hailey Carlos P. Salas |
H. Samuel Greenawalt, Chairman Kirk Ferguson Peter E. Salas |
H. Samuel Greenawalt, Chairman Douglas E. Hailey |
AND MANAGEMENT
Name & Address of Beneficial Owner | Amount Beneficially Owned | Percentage Owned* | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
R. Eugene Goodson (1) 14100 Southwest 72nd Ave. Portland, OR 97224 | 483,245 | 1.1 | ||||||||
H. Samuel Greenawalt (2) 14100 Southwest 72nd Ave. Portland, OR 97224 | 245,152 | ** | ||||||||
Douglas E. Hailey (3) 14100 Southwest 72nd Ave. Portland, OR 97224 | 359,071 | ** | ||||||||
Carlos P. Salas (4) c/o Dolphin Asset Management Corp. 129 East 17th Street New York, New York 10003 | 4,245,771 | 9.6 | ||||||||
Peter E. Salas (5) c/o Dolphin Asset Management Corp. 129 East 17th Street New York, New York 10003 | 10,878,424 | 24.6 | ||||||||
Donn J. Viola (6) 14100 Southwest 72nd Ave. Portland, OR 97224 | 23,200 | ** | ||||||||
Patrick W. Cavanagh (7) 14100 Southwest 72nd Ave. Portland, OR 97224 | 387,691 | ** | ||||||||
Dennis E. Bunday (8) 14100 Southwest 72nd Ave. Portland, OR 97224 | 884,857 | 2.0 | ||||||||
Thomas F. Dunlap (9) 14100 Southwest 72nd Ave. Portland, OR 97224 | 1,188,453 | 2.7 | ||||||||
Mark S. Koenen (10) 14100 Southwest 72nd Ave. Portland, OR 97224 | 172,000 | ** | ||||||||
Dolphin Offshore Partners, L.P. c/o Dolphin Asset Management Corp. 129 East 17th Street New York, NY 10007 | 6,632,653 | 15.0 |
Name & Address of Beneficial Owner | Amount Beneficially Owned | Percentage Owned* | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Dolphin Direct Equity Partners LP c/o Dolphin Asset Management Corp. 129 East 17th Street New York, NY 10007 | 4,243,271 | 9.6 | ||||||||
Eubel Suttman & Brady Asset Management Inc. 7777 Washington Village Drive Suite 210 Dayton, OH 45459 | 2,187,174 | 5.0 | ||||||||
Mark E. Brady (11) Eubel Suttman & Brady Asset Management Inc. 7777 Washington Village Drive Suite 210 Dayton, OH 45459 | 2,645,540 | 6.0 | ||||||||
Robert J. Suttman, II (11) Eubel Suttman & Brady Asset Management Inc. 7777 Washington Village Drive Suite 210 Dayton, OH 45459 | 2,652,870 | 6.0 | ||||||||
Ronald L. Eubel (11) Eubel Suttman & Brady Asset Management Inc. 7777 Washington Village Drive Suite 210 Dayton, OH 45459 | 2,645,540 | 6.0 | ||||||||
Bernard J. Holtgreive (11) Eubel Suttman & Brady Asset Management Inc. 7777 Washington Village Drive Suite 210 Dayton, OH 45459 | 2,645,540 | 6.0 | ||||||||
William E. Hazel (11) Eubel Suttman & Brady Asset Management Inc. 7777 Washington Village Drive Suite 210 Dayton, OH 45459 | 2,645,540 | 6.0 | ||||||||
All executive officers and directors as a group (10 persons) | 13,971,886 | 30.9 |
* | The percentages of beneficial ownership of the Common Stock assumes the exercise of all options exercisable for Common Stock beneficially owned by such person or entity currently exercisable on or before March 27, 2006. |
** | Less than one percent. |
(1) | Also includes 150,000 shares issuable upon exercise of stock options exercisable on or before March 27, 2006. |
(2) | Includes 90,000 shares issuable upon exercise of stock options exercisable on or before March 27, 2006. |
(3) | Includes 40,000 shares issuable upon exercise of stock options exercisable on or before March 27, 2006. |
(4) | Includes shares held by Dolphin Direct Equity Partners, LP. Mr. Carlos P. Salas disclaims beneficial ownership of shares held by Dolphin Direct Equity Partners, LP, except to the extent of his individual pecuniary interest therein. Also includes 2,500 shares issuable upon exercise of stock options exercisable on or before March 27, 2006. |
(5) | Includes shares held by Dolphin Direct Equity Partners, LP and Dolphin Offshore Partners, L.P. Mr. Peter E. Salas disclaims beneficial ownership of shares held by Dolphin Direct Equity Partners, LP and Dolphin Offshore Partners, L.P., except to the extent of his individual pecuniary interest therein. Also includes 2,500 shares issuable upon exercise of stock options exercisable on or before March 27, 2006. |
(6) | Includes 20,000 shares issuable upon exercise of stock options exercisable on or before March 27, 2006. |
(7) | Includes 200,000 shares issuable upon exercise of stock options exercisable on or before March 27, 2006. |
(8) | Includes (i) 82,149 shares of Common Stock; (ii) 150,000 shares issuable upon exercise of stock options exercisable on or before March 27, 2006; and (iii) 652,708 shares owned by Williams Controls, Inc. employee benefit plans of which Mr. Bunday is a trustee and over which Mr. Bunday has shared voting and dispositive power. Mr. Bunday disclaims beneficial ownership of shares held in the Company’s employee benefit plans, except to the extent of his individual pecuniary interest therein. |
(9) | Includes (i) 335,745 shares of Common Stock; (ii) 200,000 shares issuable upon exercise of stock options exercisable on or before March 27, 2006; and (iii) 652,708 shares owned by Williams Controls, Inc. employee benefit plans of which Mr. Dunlap is a trustee and over which Mr. Dunlap has shared voting and dispositive power. Mr. Dunlap disclaims beneficial ownership of shares held in the Company’s employee benefit plans, except to the extent of his individual pecuniary interest therein. |
(10) | Includes 132,000 shares issuable upon exercise of stock options exercisable on or before March 27, 2006. |
(11) | Messrs. Brady, Suttman, Eubel, Holtgreive, and Hazel are general partners or principals of Eubel Suttman and disclaim beneficial ownership of these securities except to the extent of their individual pecuniary interest therein. |
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000151/d18408graph.jpg)
* $100 invested on 9/30/00 in stock or index — including reinvestment of dividends. Fiscal year ending September 30.
Services Provided | 2005 | 2004 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees (1) | $ | 201,000 | $ | 201,625 | ||||||
Audit Related Fees (2) | $ | 82,950 | $ | 79,193 | ||||||
Tax Fees (3) | $ | 108,150 | $ | 168,160 | ||||||
All Other Fees (4) | $ | — | $ | 25,000 | ||||||
Total | $ | 392,100 | $ | 473,978 |
(1) | Fees in connection with the audit of the Company’s annual financial statements and reviews of the Company’s quarterly reports on Form 10-Q for the fiscal year ended September 30, 2005. |
(2) | Fees include audit of benefit plans. |
(3) | Fees include assistance with tax planning analysis and tax compliance. |
(4) | Primarily includes assistance with benefit plan compliance. |
![](https://capedge.com/proxy/DEF 14A/0001206774-06-000151/ebunday.jpg)
Executive Vice President, Chief Financial
Officer and Secretary
Portland, Oregon
OF
CERTIFICATE OF INCORPORATION
OF
WILLIAMS CONTROLS, INC.
Chief Financial Officer, Executive Vice President,
and Secretary
OF
CERTIFICATE OF INCORPORATION
OF
WILLIAMS CONTROLS, INC.
Chief Financial Officer, Executive Vice President,
and Secretary
PROXY SOLICITED BY BOARD OF DIRECTORS
PLEASE SIGN AND RETURN THIS PROXY
1. | PROPOSAL TO ELECT THE FOLLOWING NOMINEES TO SERVE AS DIRECTORS OF THE COMPANY: R. EUGENE GOODSON, PETER E. SALAS AND DONN J. VIOLA. YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY OR ALL OF THE NOMINEES BY WRITING THEIR NAME IN THE SPACE PROVIDED BELOW. |
[ ] FOR all three nominees listed above (except as indicated to the contrary below) | [ ] WITHHOLD AUTHORITY to vote for all nominees listed above |
(Instructions: Write the name of each nominee in the space above for whom authority to vote is withheld)
2. | PROPOSAL TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED, SO AS TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK AT A RATIO OF ONE-FOR-SIX (1 FOR 6), PROVIDE FOR THE CASH-OUT OF FRACTIONAL SHARES, AND REDUCE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK IN PROPORTION TO THE REVERSE SPLIT; |
[ ] FOR | [ ] AGAINST | [ ] WITHHOLD AUTHORITY |
3. | PROPOSAL TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED, ELIMINATING THE STAGGERED TERMS OF MEMBERS OF ITS BOARD OF DIRECTORS, AND PROVIDING FOR ONE-YEAR TERMS AND THE ANNUAL ELECTION OF ALL DIRECTORS |
[ ] FOR | [ ] AGAINST | [ ] WITHHOLD AUTHORITY |
4. | TRANSACTION OF ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OF THE MEETING. A MAJORITY OF THE PROXIES OR SUBSTITUTES AT THE MEETING MAY EXERCISE ALL THE POWERS GRANTED BY THIS PROXY. |
Signature or Signatures