SCHEDULE 14A INFORMATION
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
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 toss. 240.14a-11(c) orss. 240.14a-12
Elecsys Corporation
- --------------------------------------------------------------------------------
(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.
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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
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| | Fee paid previously with preliminary materials.
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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ELECSYS CORPORATION
15301 WEST 109TH STREET
LENEXA, KANSAS 66219
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 10, 2002
You are invited to attend the annual meeting of the stockholders of Elecsys
Corporation (the "Company"), which will be held at the Company's headquarters,
15301 West 109th Street, Lenexa, Kansas on Tuesday, September 10, 2002,
commencing at 2:00 p.m. local time, to consider and act upon the following
matters and such other business as may properly come before the meeting or any
adjournment of the meeting:
1. The election of one (1) Class III Director to serve for a term of
three years expiring in 2005;
2. The election of one (1) Class I Director to serve for a term of one
year expiring in 2003;
3. The ratification of the Board of Directors' appointment of Ernst &
Young LLP as independent public accountants of the Company.
Holders of record of the outstanding Common Stock of the Company at the
close of business on July 26, 2002 are entitled to vote at the meeting or any
adjournment of the meeting.
By Order of the Board of Directors,
Michael J. Meyer
Chairman and Secretary
Lenexa, Kansas
August 14, 2002
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR SHARES
CANNOT BE VOTED UNLESS YOU SIGN AND RETURN A PROXY OR VOTE BY BALLOT AT THE
MEETING.
1
ELECSYS CORPORATION
15301 West 109th Street
Lenexa, Kansas 66219
PROXY STATEMENT
GENERAL INFORMATION
Solicitation and Revocability of Proxies
The enclosed proxy is being solicited on behalf of the Board of
Directors of Elecsys Corporation for use at the annual meeting of the
stockholders to be held on September 10, 2002, or at any adjournment thereof, at
2:00 p.m. local time, at the Company's headquarters, 15301 West 109th
Street, Lenexa, Kansas. Any proxy given does not affect the right to vote in
person at the annual meeting and may be revoked at any time before it is
exercised by notifying Michael J. Meyer, Secretary, by mail, telegram or
facsimile, or by appearing at the annual meeting in person and casting a ballot.
This Proxy Statement and the proxy were first mailed to stockholders on or about
August 14, 2002.
All expenses of solicitation will be borne by the Company. In addition
to solicitations by mail, employees and directors of the Company may solicit
proxies in person or by telephone. We do not expect to pay any compensation for
the solicitation of proxies.
Voting Procedures
Shares represented by a properly signed proxy received pursuant to this
solicitation will be voted in accordance with instructions thereon. If the proxy
is properly signed and returned and no instructions are given on the proxy with
respect to the matters to be acted upon, the shares represented by the proxy
will be voted at the annual meeting or any adjournment thereof: (i) for the
election, as directors of the Company, of the nominees named in this proxy and
(ii) for the ratification of the appointment of Ernst & Young LLP as independent
public accountants of the Company. If any of the nominees should unexpectedly
become unavailable for election for any reason, the shares represented by the
proxy will be voted for such substituted nominee or nominees as the Board of
Directors may name. Each of the nominees hereinafter named has indicated his
willingness to serve if elected, and it is not anticipated that either of them
will become unavailable for election.
The enclosed proxy confers discretionary authority to the proxyholders
to vote on any other business that may properly come before the annual meeting
or any adjournment thereof. The Board of Directors is not aware of any other
business, other than those matters described in this Proxy Statement and except
for matters incident to
2
the conduct of the annual meeting, to be presented for action at the annual
meeting and does not itself intend to present any such other business. However,
if any such other business does come before the annual meeting or any
adjournment thereof, shares represented by proxies properly signed and returned
pursuant to this solicitation will be voted in the discretion of the Board of
Directors.
The two nominees for director receiving the greatest number of votes at
the annual meeting will be elected as directors. Any shares not voted (whether
by abstention, broker non-vote, or otherwise) have no impact in the election of
directors except to the extent the failure to vote for an individual results in
another individual receiving a larger proportion of the total votes. The
ratification of the appointment of independent public accountants requires the
affirmative vote of a majority of shares present in person or represented by
proxy and that voted on the matter. For purposes of determining the outcome of
the vote on the appointment of accountants, an instruction to "abstain" from
voting on a proposal will have no impact on the vote. "Broker non-votes," that
occur when brokers are prohibited from exercising discretionary voting authority
for beneficial owners who have not provided voting instructions, are not counted
for the purpose of determining the number of shares present in person or
represented by proxy. They will have no effect on the outcome of the vote to
ratify the appointment of accountants.
Only holders of Common Stock of the Company of record as of the close
of business on July 26, 2002, are entitled to vote at the annual meeting. At the
close of business on that date, 2,791,331 shares of Common Stock were issued and
outstanding. Holders of Common Stock are entitled to one vote per share held on
the record date. Shares cannot be voted at the annual meeting unless the record
owner is present in person or represented by proxy.
SECURITY OWNERSHIP
Stock Ownership of Principal Stockholders and Management
The following table sets forth information with respect to the
beneficial ownership of shares of the Company's Common Stock as of July 31,
2002, by (i) the stockholders known by the Company to own beneficially more than
5% of the Common Stock, (ii) each director of the Company who owns beneficially
any Common Stock, (iii) each executive officer named in the "Summary
Compensation Table," and (iv) all directors and executive officers of the
Company as a group. Unless otherwise indicated, the Company believes that those
stockholders listed below have sole voting and investment power with respect to
the Common Stock indicated as beneficially owned by them.
3
Ownership Table
FY2002
Number of Shares
Name and Address of Beneficial Owner Benficially Owned (1) Percentage of Class
- --------------------------------------------------------------------------------------------
KCEP Ventures II, L.P. 503,115 (2) 18.0%
233 West 47th Street
Kansas City, MO 64112
David J. Schulte 503,115 (3) 18.0%
Elecsys Corporation
Keith S. Cowan 147,410 5.3%
615 Sable
Las Flores, CA 92688
Robert D. Taylor 132,300 (4) 4.7%
Elecsys Corporation
Karl B. Gemperli 97,667 (5) 3.5%
DCI, Inc.
Thomas C. Cargin 46,662 1.7%
2713 West 141st Street
Leawood, Kansas 66224
Michael J. Meyer 41,500 (6) 1.5%
Elecsys Corporation
Kyle Reinoehl 5,000 (7) *
DCI, Inc.
All directors and officers
as a group (7 persons) 781,749 (8) 28.0%
* Less than 1%.
(1) Pursuant to the rules of the Securities and Exchange Commission ("SEC"),
shares of Common Stock of the Company that an individual or a group has a
right to acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purpose of computing the
percentage of ownership of such individual or group, but are not deemed to
be outstanding for the purpose of computing the percentage ownership of any
other person shown in the table.
(2) According to a Schedule 13G filed as of February 16, 2000, KCEP Ventures
II, L.P. ("KCEP") reported beneficial ownership as to 410,715 shares of
Common Stock of the Company held as of February 16, 2000. During the fiscal
year 2002, a modification to the Convertible Subordinated Debenture
increased the number of exercisable shares to 259,067 due to the lowering
of the exercise price to $1.93 per share. The agreements reflecting that
modification were set forth in the Company's 10-KSB. As of the record date,
the total beneficial ownership of KCEP is 503,115, which is made up of the
following: (i) 198,413 shares of Common Stock are owned of record by KCEP,
(ii) 259,067 shares of Common Stock are issuable upon the conversion of a
$500,000 principal amount Convertible Subordinated Debenture issued to
KCEP, and (iii) 45,635 shares of Common Stock are issuable upon the
exercise of a warrant issued to KCEP.
(3) Mr. Schulte is a Partner and Managing Director of KCEP which owns 503,115
shares of Common Stock of the Company. Mr. Schulte in his capacity as a
managing director of KCEP may be deemed to own these shares. Mr. Schulte
disclaims beneficial ownership of these shares.
(4) Includes presently exercisable options to purchase 5,000 shares of Common
Stock of the Company.
(5) Includes presently exercisable options to purchase 20,000 shares of Common
Stock of the Company.
(6) Includes presently exercisable options to purchase 25,000 shares of Common
Stock of the Company.
(7) Includes presently exercisable options to purchase 5,000 shares of Common
Stock of the Company.
(8) Includes presently exercisable options to purchase 55,667 shares of Common
Stock of the Company held by executive officers and directors as a group.
Section 16(a) Beneficial Ownership Reporting Compliance
To the Company's knowledge, based solely on review of copies of reports
filed with the Securities and Exchange Commission and written representations
that no other reports were required during the fiscal year ending April 30,
2002, all Section 16(a) filing requirements applicable to the officers,
directors and beneficial owners of more
4
than 10 percent of the Company's equity securities were complied with on a
timely basis.
I. ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes,
with the term of office of each class ending in successive years. The terms of
the directors of Class III expire with this annual meeting. Because of the
resignation of several members of the Board of Directors just after the annual
meeting last year, there are no directors serving as Class I directors. In order
to maintain a staggered Board of Directors, one of the nominees, if elected,
will serve as a Class I director, and will serve until the 2003 annual meeting
of Stockholders and until a successor has been elected and qualified. The other
nominee, if elected, will serve three years as a Class III director until the
2005 annual meeting of Stockholders and until a successor has been elected and
qualified. Class II directors will serve until 2004.
NOMINEES FOR DIRECTORS
The following information is given with respect to the nominees for election.
Class III - Term to Expire in 2005
David J. Schulte, age 41, has served as a director of the Company since February
2000. Since November 1994, Mr. Schulte has been a Partner and Managing Director
of Kansas City Equity Partners, a private equity firm. Mr. Schulte is a
Certified Public Accountant and a member of the Missouri Bar Association. Mr.
Schulte also serves on the Board of Directors of Inergy, L.P. and Magnum
Systems, Inc. Mr. Schulte serves on the Company's Audit Committee.
Class I - Term to Expire in 2003
Robert D. Taylor, age 55, has served as a director of the Company since
September 1994. Mr. Taylor is President and Chief Executive Officer of Executive
Airshare Corporation, a regional fractional aircraft sales and management
company. Mr. Taylor is also President of Taylor Financial, a consulting and
investment firm. He serves as a director on the Boards of Commercial Federal
Corporation of Omaha, Nebraska, a $13 billion regional financial institution,
and Stockade Companies, Inc., of Hutchinson, Kansas, a 70-unit restaurant chain.
Mr. Taylor also serves on the Advisory Board for the University of Kansas
Business School. Mr. Taylor serves on the Company's Compensation and Audit
Committees.
The Board of Directors recommends that the stockholders vote FOR the election of
Messrs. Schulte and Taylor.
5
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
The following information is given with respect to the Class II director who
will continue to serve as a director of the Company until the 2004 Annual
Meeting of Stockholders.
Class II - Term Expiring in 2004
Michael J. Meyer, age 46, has served as a director of the Company since its
organization in May 1991, as its Chairman until March 7, 1995 and again from
October 2001 to the present, and as its President through September 1991. Mr.
Meyer is President of Merit Capital Management, Inc., a private company advisory
firm engaged in financing, coaching and providing interim management and
acquisition advisory services to growth-oriented private companies, which he
formed in May 1998. From August 1996 to May 1998, Mr. Meyer was Co-Manager of
Holden Capital Advisors, LLC, and prior to that was a Senior Vice President with
George K. Baum & Company, an investment banking firm from February 1995. Mr.
Meyer, a certified public accountant, is a member of the Company's Compensation
Committee.
Committees and Director Meetings
The Board of Directors has an Audit Committee and a Compensation
Committee. The entire Board of Directors acts as the Stock Option Committee and
the nominating committee responsible for selecting candidates for election as
directors. Stockholders wishing to submit the name of a candidate for the Board
of Directors should submit the recommendation, along with biographical
information, to the Secretary of the Company.
The Audit Committee's responsibilities include: (i) recommending to the
Board of Directors the public accounting firm to be engaged to audit the
Company; and (ii) reviewing with the independent accountants the Company's
quarterly results and the plan for, and results of, the auditing engagement and
the Company's internal accounting controls. The Board of Directors adopted a
written charter for the Audit Committee in May 2000. The Audit Committee held
five formal meetings during fiscal year 2002, and is comprised exclusively of
independent directors, Mr. Schulte and Mr. Taylor.
The Compensation Committee met once during the last fiscal year and is
comprised of Mr. Taylor and Mr. Meyer. The Compensation Committee has been given
the responsibility of setting and administering the policies governing the
annual compensation of the Company's executive officers, as well as the
Company's benefit plans other than the Stock Option Plan. The entire Board
comprises the Stock Option Committee, which met once during the last fiscal
year.
6
The Board of Directors held eleven regularly scheduled meetings during
the fiscal year ended April 30, 2002. During such fiscal year, each director
attended at least 75% of the total number of meetings of the Board of Directors
and the total number of meetings held by all Committees on which the director
served.
Report of the Audit Committee
The Audit Committee has reviewed and discussed the audited financial
statements with management and has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees. The Audit Committee has received the
written disclosures and letter required by Independence Standards Board No. 1
from the independent auditor and has discussed with the auditor the auditor's
independence. The Audit Committee has considered whether the provision of the
services rendered by the Company's principal accountant and referred to below
under the heading "Financial Information Systems Design and Implementation Fees"
and "All Other Fees" are compatible with maintaining the principal accountant's
independence. Pursuant to its review, the Audit Committee approved and
authorized the Board of Directors to include the audited financial statements in
the Company's Annual Report on Form 10-KSB for the last fiscal year for filing
with the SEC.
David J. Schulte
Robert D. Taylor
Current Auditor Information
Ernst & Young LLP has audited the financial statements of the Company
since its organization in 1991, and the Board of Directors has reappointed Ernst
& Young LLP as independent auditors for the fiscal year ending April 30, 2003,
subject to ratification and approval by the stockholders at the Meeting.
Audit Fees. The aggregate fees billed by Ernst & Young LLP for professional
services rendered for the audit of the annual financial statements for the year
ended April 30, 2002 and for the reviews of the financial statements included in
the quarterly reports on Form 10-QSB for the fiscal year 2002 were $85,895.
Financial Information Systems Design and Implementation Fees. The aggregate fees
billed by Ernst & Young LLP for professional services rendered for information
technology services relating to financial information systems design and
implementation for the fiscal year ended April 30, 2002 were $0.
All Other Fees. The aggregate fees billed by Ernst & Young LLP for services
rendered to the Company, other than the services described above under "Audit
Fees" and
7
"Financial Information Systems Design and Implementation Fees," for the fiscal
year ended April 30, 2002 were $33,260, including audit related services of
$16,650 and non-audit related services of $16,610. Audit related services
include fees for consents, comfort letters and other related services. Non-audit
services include fees for tax preparation and other tax consultations.
Director Compensation
Each director, who is not a salaried employee of the Company or
otherwise compensated by the Company pursuant to any management contract or
otherwise, is paid an annual retainer of $6,000 plus a fee of $100 for each
regular, special and committee meeting attended. No director who is an employee
of the Company will receive compensation for services rendered as a director. On
November 1, 1999 the Company entered into a Management Advisory Agreement with
Merit Capital Management, Inc. ("Merit"). The President of Merit is Michael J.
Meyer, Chairman of the Board of the Company. Pursuant to the terms of this
agreement, the Company agreed to pay Merit: (i) an advisory fee of $18,000 on
January 3, 2000 for work relating to the completion and integration of the DCI,
Inc. acquisition and associated financial transactions, and (ii) $6,000 per
month beginning on February 1, 2000 through November 1, 2001. The agreement was
modified in October 2001 to increase the monthly fee to $6,500 and have the
Agreement automatically renew each year until terminated by either party with 60
days prior written notice. The Agreement further provided that Mr. Meyer shall
participate in the Company's health insurance plan on the same basis as other
officers of the Company.
Executive Compensation
The following table sets forth information concerning cash and non-cash
compensation paid to, or accrued for the benefit of, the Company's Officers
("Named Executive Officers") for all services rendered in all capacities to the
Company for the fiscal years ended April 30, 2002, 2001 and 2000.
SUMMARY COMPENSATION TABLE
Compensation Table
FY2002
Long Term
Annual Compensation Compensation
----------------------------------------------
Securities
Other Annual Underlying All Other
Compensation Options/SARs Compensation
Name and Principal Position Year Salary Bonus (1) (#) (2)
- ----------------------------------------------------------------------------------------------------
Keith S. Cowan (3) 2002 $ 96,200 $ -- $ 3,076 $ -- $ 1,433
President and CEO 2001 192,358 -- 1,814 -- 2,866
2000 185,807 -- 1,133 -- 4,910
Karl B. Gemperli (4) 2002 $140,004 $ -- $ -- $ 35,000 $ 2,100
President, DCI, Inc. 2001 140,004 -- -- -- 726
Thomas C. Cargin (5) 2002 $114,660 $ -- $ -- $ -- $ 662
Vice President-Finance 2001 113,662 -- -- -- 1,192
and Administration 2000 110,569 -- -- -- --
Kyle Reinoehl (6) 2002 $116,000 $ 5,000 $ 5,400 $ 20,000 $ 1,740
Vice President-Business
Development, DCI, Inc.
(1) Includes monthly dues paid on a Company-owned membership at a golf and
country club of which Mr. Cowan was the Company's designated member.
Includes $5,400 for an automobile allowance for Mr. Reinoehl.
(2) Consists of Company matching contributions made on behalf of the Named
Executive Officers under the Company's 401(k) Savings Plan.
(3) Mr. Cowan resigned as President and CEO on October 5, 2001. He also
resigned as director of the Company on June 24, 2002.
8
(4) Mr. Gemperli joined the Company in February 2000.
(5) Mr. Cargin resigned as Vice President-Finance and Administration and as a
director of the Company on October 5, 2001.
(6) Mr. Reinoehl joined the Company in March 2001.
Stock Options
The following table sets forth information concerning stock option
grants made to the Named Executive Officers in the fiscal year ended April 30,
2002.
Option Grants
- --------------------------------------------------------------------------------
% of Total
Number of Options
Securities Granted to
Underlying Options Employees in Exercise
Name Granted (#) Fiscal Year Price ($/sh) Expiration Date
- --------------------------------------------------------------------------------
Keith S. Cowan - - - -
Karl B. Gemperli 35,000 23.7% $ 0.81 04/25/2012
Thomas C. Cargin - - - -
Kyle Reinoehl 20,000 13.5% $ 0.81 04/25/2012
- --------------------------------------------------------------------------------
The following table set forth information concerning stock options
exercised by the Named Executive Officers during the fiscal year ended April 30,
2002, and the number of shares and the value of options outstanding as of April
30, 2002, for each Named Executive Officer.
- -------------------------------------------------------------------------------------------------------
Aggregate Option Excercises and Option Values as of April 30, 2002
Number of Securities Value of Unexercised In-
Underlying Unexercised The-Money Options at
Options at 4/30/02(#) 4/30/02($)(1)
Shares Acquired on Value ----------------------------------------------------------
Name Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------
Keith S. Cowan 110,250 $ 187,425 - - - -
Karl B. Gemperli - - 20,000 65,000 - -
Thomas C. Cargin 17,500 $ 9,625 15,334 2,666 - -
Kyle Reinoehl - - 5,000 30,000 - -
- -------------------------------------------------------------------------------------------------------
(1) Based on the closing price of the Common Stock on the American Stock
Exchange of $0.84 per share on April 30, 2002, less the option exercise
price if the exercise value of the option is less than the closing
price.
EXECUTIVE OFFICERS
The Company currently does not have any executive officers. The
executive officers of the DCI, Inc., the wholly-owned operating subsidiary of
the Company, as well as certain biographical information about them are as
follows:
Name Age Position
- --------------------------- --- -----------------------------------
Karl B. Gemperli 38 President, DCI, Inc.
Kyle Reinoehl 36 Vice President - Business
Development, DCI, Inc.
Michael D. Morgan 48 Vice President - Manufacturing,
DCI, Inc.
Todd A. Daniels 34 Vice President - Finance, DCI, Inc.
Karl B. Gemperli has served as President of DCI, Inc. since February 2000. Prior
to joining the Company, Mr. Gemperli was an information systems consultant for
Catalyst Software, last serving as Midwest Regional Manager from March 1999 to
January 2000. From March 1997 to March 1999, Mr. Gemperli was an employee of the
Company, serving as Vice President of Manufacturing for the Airport Systems
International, Inc. subsidiary. Prior to joining the Company, Mr. Gemperli was
an
9
employee of Goodrich Aerospace for more than eight years. Mr. Gemperli has
over 17 years of electronic manufacturing and management experience as well as a
BS from MIT in Aeronautical Engineering and a MS from Boston University in
Manufacturing Engineering.
Kyle Reinoehl has served as Vice President-Business Development of DCI, Inc.
since March 2001. Prior to joining the Company, Mr. Reinoehl was an employee of
Future Electronics, an electronic component distributor based in Montreal,
Quebec, Canada. Mr. Reinoehl was with Future Electronics for 6 years, last
serving as General Manager of the Kansas City division. Prior to that, Mr.
Reinoehl was an employee of Harmon Industries for 5 years.
Michael D. Morgan has served as Vice President-Manufacturing of DCI, Inc. since
March 2000. Prior to joining the Company, Mr. Morgan was an employee of Goodrich
Aerospace, Test Systems Division for more than eleven years, last serving as
Director of Manufacturing and prior to that was an employee of Kustom Signals
for over eight years. Mr. Morgan has over 22 years of electronic manufacturing
experience.
Todd A. Daniels joined the Company in April 2002 as Vice President-Finance of
DCI, Inc. Prior to joining the Company, from May 2001 to April 2002, Mr. Daniels
was Manager of Corporate Forecasting and Reporting for EPIQ Systems, Inc.
(NASDAQ: EPIQ), a developer of market-leading software solutions for workflow
management and data communications infrastructure. From April 1998 to May 2001,
Mr. Daniels held various accounting and financial management positions with
Honeywell International, Inc. and AlliedSignal, Inc. He was an employee of the
Company from April 1997 to April 1998 serving as Controller for the Airport
Systems International, Inc. subsidiary. Mr. Daniels is a Certified Public
Accountant with over 12 years of public accounting and private industry
accounting experience.
Equity Compensation Plan Information
The following table sets forth (a) the number of securities to be
issued upon exercise of outstanding options, warrants and rights, (b) the
weighted average exercise price of outstanding options, warrants and rights and
(c) the number of securities remaining available under equity compensation plans
(excluding securities reflected in column (a)).
Number of
securities
remaining
available for
future
Weighted- issuance
average under equity
Number of securities price of compensation
to be issued upon outstanding plans
exercise of options, (excluding
outstanding options, warrants and those in
warrants and rights rights column (a))
Plan Category (a) (b) (c)
- --------------------------------------------------------------------------------
Equity
compensation
plans approved by
stockholders 241,750 $ 2.02 433,250
Equity
compensation
plans not
approved by
stockholders - - -
Total 241,750 $ 2.02 433,250
The Company's 1991 Plan is the Company's only equity compensation plan
for purposes of the foregoing table.
10
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has appointed Ernst & Young
LLP as independent public accountants to audit and certify the Company's
financial statements for the fiscal year ending April 30, 2003, subject to
ratification and approval by the stockholders at the annual meeting.
Ernst & Young LLP has examined the financial statements of the
Company since the Company was organized in 1991. Representatives of Ernst &
Young LLP are expected to be present at the annual meeting, will be given the
opportunity to make a statement if they desire to do so, and are expected to be
available to respond to appropriate questions. The affirmative vote of a
majority of the shares present and entitled to vote at the annual meeting is
required for the approval of this proposal to ratify the appointment. If the
stockholders do not ratify the appointment of Ernst & Young LLP, the Board
of Directors will reconsider the selection of independent public accountants.
The Board of Directors recommends that the stockholders vote FOR the
approval of the appointment of Ernst & Young LLP.
Stockholder Proposals for 2003 Annual Meeting
Stockholder proposals to be considered for inclusion in the Proxy
Statement and considered at the 2003 annual meeting of the Stockholders must be
received by the Company no later than April 16, 2003. Any such proposals should
be directed to the Secretary of the Company at 15301 West 109th Street, Lenexa,
Kansas 66219.
Proposals of Stockholders not intended for inclusion in the Company's
2003 Proxy Statement must be received by the Company in writing no later than
June 30, 2003 in order to preclude the Company's use of its discretionary proxy
voting authority if the proposal is raised at the 2003 annual meeting.
Financial Statements
The Annual Report to Stockholders of the Company for the year ended
April 30, 2002, is enclosed with this Proxy Statement. The financial statements
of the Company are set forth in that Annual Report.
Other Matters
The Board of Directors is not aware of any matter that will be
presented for action at the annual meeting other than the matters set forth
herein. If other matters properly come before the meeting, it is intended that
the holders of the proxies hereby solicited will vote thereon in accordance with
their best judgment.
By Order of the Board of Directors,
MICHAEL J. MEYER
Chairman and Secretary
11
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH OF THE THREE PROPOSALS.
Either of said proxies present and acting at said meeting or any adjournment
thereof shall have and may exercise all of the powers of either said proxies.
The undersigned hereby ratifies and confirms that all said proxies, or either of
them or their substitutes, may lawfully do or cause to be done by virtue hereof,
and acknowledges, receipt of the notice of said meeting and the Proxy Statement
accompanying it.
Dated: _________________________________, 2002
________________________________________________________
Signature
________________________________________________________
Signature
Please insert date of signing and sign exactly as name
appears on your stock certificate. If signing as attorney,
administrator, executor, trustee or guardian, give full
title as such.
A New Way to Vote your Proxy
(In addition to voting by mail)
VOTE BY TELEPHONE
24 hours a Day - 7 days a Week
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TELEPHONE OR MAIL
--------- ----
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o Have this proxy form in hand. card on the reverse side.
o Enter the Control Number located o Detach the proxy card.
on the reverse bottom of this card. o Return the proxy card in the
o Follow the simple recorded instructions. postage-paid envelope provided.
PROXY
ELECSYS CORPORATION
15301 WEST 109TH STREET, LENEXA, KS 66219
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS ON SEPTEMBER 10, 2002
The Board of Directors recommends a vote for the three proposals.
The undersigned hereby appoints Michael J. Meyer and Karl B. Gemperli, or each
of them, or their designees, each with full power of substitution, as lawful
proxies to represent and vote all of the shares of Common Stock which the
undersigned is entitled to vote at the annual meeting of the stockholders of the
Company to be held at the Company's headquarters, 15301 West 109th Street,
Lenexa, Kansas on Tuesday, September 10, 2002, commencing at 2:00 p.m., local
time on that day, and at any adjournment thereof, as fully and with the same
effect as the undersigned might or could do if personally present, with respect
to the following matters and, in their discretion upon any other matters that
may properly come before the meeting:
1. Approval of the election of David J. Schulte as a Class III Director to serve
for a term of three years expiring in 2005.
FOR AGAINST ABSTAIN
2. Approval of the election of Robert D. Taylor as a Class I Director to serve
for a term of one year expiring in 2003.
FOR AGAINST ABSTAIN
3. Ratification of the appointment of Ernst & Young LLP as independent public
accountants of the Company.
FOR AGAINST ABSTAIN
