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ELECSYS CORPORATION
15301 WEST 109TH STREET
LENEXA, KANSAS 66219
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 23, 2004
You are invited to attend the annual meeting of the stockholders of
Elecsys Corporation (the "Company"), which will be held at the Lenexa Conference
Center, 11184 Lackman Road, Lenexa, Kansas on Thursday, September 23, 2004,
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:
(a) One (1) Class II Director to serve for a term of three years
expiring in 2007;
(b) One (1) Class III Director to serve for a term of one year
expiring in 2005;
Holders of record of the outstanding common stock of the Company at the
close of business on August 9, 2004 are entitled to vote at the meeting or any
adjournment of the meeting.
By Order of the Board of Directors,
/s/ Todd A. Daniels
Todd A. Daniels
Secretary
Lenexa, Kansas
August 20, 2004
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.
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 23, 2004, or at any adjournment thereof, at
2:00 p.m. local time, at the Lenexa Conference Center, 11184 Lackman Road,
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 Todd A. Daniels, 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 20,
2004.
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 for the election,
as directors of the Company, of the nominees named in this proxy. 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. However, 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(s) as the Board of Directors may name.
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 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
1
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.
Only holders of common stock of the Company of record as of the close
of business on August 9, 2004, are entitled to vote at the annual meeting. At
the close of business on that date, 2,826,331 shares of common stock were issued
and outstanding. For each class of director being elected, 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 the beneficial ownership of shares of
the Company's common stock as of July 30, 2004, 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.
Amount and Nature of
Beneficial Owner Percent
Name and Address of Beneficial Owner (1) of Class
- -----------------------------------------------------------------------------------------------------
Eiger Investment Group, LLC 259,067 (2) 9.2%
4521 West 131st Street
Leawood, KS 66209
Robert D. Taylor 147,300 (3) 5.2%
Michael J. Meyer 5,000 (4) *
Stan Gegen 98,500 3.5%
Karl Gemperli 447,345 (5) 15.8%
A. Kyle Reinoehl 68,668 (6) 2.2%
Michael D. Morgan 71,001 (7) 2.5%
All directors and officers as a group (8 persons) 962,572 (8) 34.1%
2
* 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) Eiger Investment Group, LLC ("Eiger") holds a 10% $500,000 principal amount
Convertible Subordinated Debenture with a conversion price of $1.93 per share
that matures on February 7, 2005. The subordinated debt is convertible into
259,067 shares of the Company's common stock. Eiger Investment Group, LLC is
owned by certain members of the Company's management team.
(3) Includes presently exercisable options to purchase 5,000 shares of common
stock of the Company.
(4) Includes presently exercisable options to purchase 5,000 shares of common
stock of the Company.
(5) The total beneficial ownership of Mr. Gemperli is made up of the following:
(i) 161,757 shares of the Company's common stock directly beneficially owned,
(ii) 10,000 shares of the Company's common stock indirectly owned by Mr.
Gemperli's children, (iii) 207,254 shares of the Company's common stock issuable
to Eiger Investment Group, LLC upon the conversion of the Convertible
Subordinated Debenture referred to in footnote 2 (above), as Mr. Gemperli owns
an 80% interest in Eiger, and (iv) presently exercisable options to purchase
68,334 shares of common stock of the Company.
(6) Includes presently exercisable options to purchase 31,668 shares of common
stock of the Company.
(7) Includes presently exercisable options to purchase 24,001 shares of common
stock of the Company and 25,907 shares of common stock issuable to Eiger
Investment Group, LLC upon the conversion of the Convertible Subordinated
Debenture referred to in footnote 2 (above), as Mr. Morgan owns a 10% interest
in Eiger.
(8) Includes presently exercisable options to purchase 161,004 shares of common
stock of the Company held by executive officers and directors as a group and
259,067 shares of common stock of the Company issuable to Eiger Investment
Group, LLC upon the conversion of the Convertible Subordinated Debenture
referred to in footnote 2 (above).
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,
2004, all Section 16(a) filing requirements applicable to the officers,
directors and beneficial owners of more than 10 percent of the Company's equity
securities were complied with on a timely basis.
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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 term of
the Class II director expires with this annual meeting. The term of the Class
III director, if elected, will expire at the 2005 Annual Meeting of Stockholders
and the term of the Class I director expires at the 2006 Annual Meeting of
Stockholders.
NOMINEES FOR DIRECTORS
The following information is given with respect to the nominees for election.
Class II - Term to Expire in 2007
Karl B. Gemperli, age 40, is the Company's President and Chief Executive Officer
and has been a member of the Board of Directors since September 2003. He has
served as President and Chief Executive Officer of DCI, Inc., the Company's
operating subsidiary, since February 2000. Prior to joining DCI, 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. Prior to joining the Company, Mr. Gemperli was an
employee of Goodrich Aerospace for more than eight years. Mr. Gemperli has over
19 years of electronic manufacturing and management experience as well as a
Bachelor's degree in Aeronautical Engineering from the Massachusetts Institute
of Technology and a Master's degree in Manufacturing Engineering from Boston
University.
The Board of Directors recommends that the stockholders vote FOR the election of
Mr. Gemperli.
Class III - Term to Expire in 2005
Stan Gegen, age 53, was appointed to the Board of Directors on July 22, 2004 and
since 1998 has been President of Coordinated Systems & Supplies, Inc., a
printing and distribution company located in Wichita, Kansas. Mr. Gegen has over
30 years of financial and business leadership experience in manufacturing,
banking, retail and investment companies. Mr. Gegen began his career as a
Certified Public Accountant for Ernst & Young (formerly known as Arthur Young &
Co.) in Wichita, Kansas and has subsequently has held financial leadership
positions in both private and public companies. Mr. Gegen is currently the
Chairman of the Audit Committee and serves on the Compensation Committee.
The Board of Directors recommends that the stockholders vote FOR the election of
Mr. Gegen.
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MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
The following information is given with respect to the Class I director who will
continue to serve as a director of the Company until the 2006 annual meeting of
Stockholders.
Class I - Term to Expire in 2006
Robert D. Taylor, age 57, has served as a director of the Company since
September 1994 and is currently Chairman of the Board. Since November 2001, Mr.
Taylor has been President and Chief Executive Officer of Executive AirShare
Corporation. Executive AirShare Corporation charters, sells and operates
fractional corporate jet and turboprop aircraft from its locations in Wichita,
Kansas and Kansas City, Missouri. From August 1998 until September 2001, Mr.
Taylor was President of Executive Aircraft Corporation, Wichita, Kansas, which
sold, maintained and refurbished corporate jets. In August 2002, Executive
Aircraft Corporation filed a petition for Chapter 11 Protection under the U.S.
Bankruptcy Court for the district of Kansas. In December 2002, the assets of
Executive Aircraft Corporation were sold to a new entity, Wichita Executive
Aircraft Corporation, of which Mr. Taylor is President and a Director. Since
October 1995, Mr. Taylor has also owned and been President of Taylor Financial,
a consulting and investment firm based in Wichita, Kansas. Since 1996, Mr.
Taylor has served as director of Commercial Federal Corporation, parent company
of Commercial Federal Bank, a federal savings bank headquartered in Omaha,
Nebraska. He is also a trustee of the University of Kansas Endowment Fund and a
member of the Advisory Board for the University of Kansas School of Business.
Mr. Taylor serves on the Company's Compensation and Audit Committees.
Committees and Director Meetings
The Board of Directors has an Audit Committee and a Compensation
Committee. The entire Board of Directors acts as the Nominating Committee and
each director participates in the consideration of director nominees. The
Nominating Committee meets the independence requirements of the American Stock
Exchange. The Nominating Committee does not have a charter.
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 at 15301 West 109th Street, Lenexa, Kansas,
66219. Other than this submission requirement, there are no differences in the
manner in which the Nominating Committee evaluates a stockholder recommended
director nominee. Once a potential nominee for director has been identified,
including those candidates submitted by stockholders, the Nominating Committee
determines whether to conduct a full evaluation of the candidate. This
determination is based primarily on the need for additional directors to fill
vacancies or expand the size of the Board of Directors. If it is determined that
additional consideration is warranted, the Nominating Committee will
5
then evaluate the potential nominee against the qualifications and skills it
believes are necessary for directors to possess, including:
o Independence in accordance with the American Stock Exchange
standards;
o High personal and professional ethics, integrity, and mature
judgment;
o Business experience that is useful to the Company and
complementary to the background and experience of the other
directors;
o A commitment to serve and the ability to devote the required
amount of time to carry out the duties and responsibilities of a
director;
o Other relevant factors as the Nominating Committee may determine.
An independent director on the Board of Directors nominated the two
nominees standing for election at the annual meeting. Both of the nominees are
already serving as directors of the Company.
The Audit Committee's responsibilities include: (i) retaining and
compensating the public accounting firm to be engaged to audit the Company; and
(ii) reviewing with the independent accountants the Company's quarterly results,
the plan for, and results of, the auditing engagement, and the Company's
internal accounting controls. In June 2003, the Board of Directors revised the
previously adopted charter for the Audit Committee. The Audit Committee held
three meetings during fiscal year 2004. Mr. Gegen and Mr. Taylor now comprise
the Audit Committee and are independent (as defined in Section 121(A) of the
listing standards of the American Stock Exchange). The Board has determined that
both Mr. Gegen and Mr. Taylor qualify as audit committee financial experts.
The Compensation Committee met twice during the last fiscal year and is
now comprised of Mr. Taylor and Mr. Gegen. 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 Elecsys Corporation Stock Option Plan.
The entire Board administers the Elecsys Corporation Stock Option Plan.
The Board of Directors held ten meetings during the fiscal year ended
April 30, 2004. 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.
The Company encourages each member of the Board of Directors to attend
the Annual Meeting of Stockholders. All directors were in attendance at the 2003
Annual Meeting of Stockholders.
Stockholders who wish to communicate with the Board of Directors or
with a particular director may send a letter to the Secretary of the Company at
15301 West 109th Street Lenexa, Kansas 66219. Any communication should clearly
specify that it is
6
intended to be made to the entire Board of Directors or to one or more
particular directors. The Secretary will forward the correspondence to the Board
of Directors who may review the correspondence in their next meeting. Concerns
relating to accounting, internal controls or auditing matters are immediately
brought to the attention of the Chairman of the Audit Committee.
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 Standard
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 non-audit services rendered by the Company's principal accountant 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 Securities and Exchange
Commission.
Stan Gegen, Chairman
Robert D. Taylor
Audit Committee of the Board of Directors
Change in Auditors
Effective August 9, 2004, the Company replaced Ernst & Young LLP as its
independent auditors. The audit reports of Ernst & Young LLP on the financial
statements of the Company for the fiscal years ended April 30, 2004 and 2003 did
not contain an adverse opinion or a disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope or accounting principles, except for
an additional paragraph noting the change in the Company's method of accounting
for goodwill and other intangible assets.
The decision to replace Ernst & Young LLP was approved by the Board of
Directors on August 9, 2004.
In connection with its audits for the two most recent fiscal years and
subsequent interim period, there have been no disagreements with Ernst & Young
LLP on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Ernst & Young LLP would have caused them to make
reference to them in their reports on the financial statements for those years.
On August 9, 2004, the Company engaged Mayer Hoffman McCann P.C., as
independent auditors for purposes of auditing the financial statements for the
fiscal year ending April
7
30, 2005. The decision to retain Mayer Hoffman McCann P.C. was approved by
the Company's Board of Directors on August 9, 2004.
The Company did not consult with Mayer Hoffman McCann P.C. regarding the
application of accounting principles to a specific transaction or the type of
audit opinion that might be rendered on the financial statements, and no written
or oral advice was provided by Mayer Hoffman McCann P.C. that was a factor
considered by the Company in reaching a decision as to an accounting, auditing
or financial reporting issue prior to August 9, 2004.
Current Auditor Information
The following table sets forth the aggregate fees billed to the Company
for fiscal years ended April 30, 2004 and 2003 by the Company's principal
auditing firm, Ernst & Young LLP.
Years Ended April 30,
2004 2003
------------- -------------
Audit fees (1) $72,990 $65,225
Audit-related fees (2) - -
------------- -------------
Total audit and audit-related fees 72,990 65,225
Tax fees (3) 14,495 25,410
All other fees (4) 2,800 -
------------- -------------
Total $90,285 $90,635
============= =============
(1) Audit Fees. The aggregate fees billed by Ernst & Young LLP for professional
services rendered for the audit of the annual financial statements for the years
ended April 30, 2004 and 2003 and for the reviews of the financial statements
included in the quarterly reports on Form 10-QSB for those fiscal years.
(2) Audit Related Fees. The aggregate fees billed by Ernst & Young LLP for
audit-related services for the years ended April 30, 2004 and 2003. Audit
related services include fees for consents, comfort letters, and other related
services.
(3) Tax Fees. The aggregate fees billed by Ernst & Young LLP for professional
tax services rendered for the fiscal years ended April 30, 2004 and 2003.
(4) All Other Fees. Other fees billed by Ernst & Young LLP for services rendered
to the Company, other than the services described above under "Audit Fees",
"Audit Related Fees", and "Tax Fees", for the fiscal years ended April 30, 2004
and 2003.
The Audit Committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's independence.
The Audit Committee pre-approves all non-audit services as presented and prior
to any work being performed.
8
It is not anticipated that a representative from Ernst & Young LLP will
be present at the annual meeting. If a representative from Ernst & Young LLP is
in attendance at the annual meeting, however, it is anticipated that they will
be available to respond to appropriate questions and, if they desire, to make a
statement.
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 $9,000 plus a fee of $250 for each
regular, special and committee meeting attended. An additional annual retainer
of $3,000 is paid to the Audit Committee Chairman and an additional annual
retainer of $9,000 is paid to the Chairman of the Board. The Chairman is also
eligible to participate in the Company's health, dental and life insurance plans
with equivalent terms of coverage, contribution and deductibles as the Chief
Executive Officer of the Company.
The Company had a management advisory agreement with Merit Capital &
Management, Inc. ("Merit Capital") whose president and sole shareholder is
Michael Meyer, the Company's former Chairman of the Board of Directors. Pursuant
to the terms of the agreement, the Company paid a monthly fee, in addition to
benefits, in exchange for management advisory services.
In July 2003, the agreement was amended and the management advisory
services were terminated effective October 31, 2003. In February 2004, the
Company amended Merit Capital's management advisory agreement. Pursuant to the
terms of the amended agreement, Merit Capital was paid a fee of $4,500 per month
commencing March 2004 and ending July 2004.
The Company paid Merit Capital $80,000 and $78,000 for the years ended
April 30, 2004 and 2003, respectively.
9
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, 2004, 2003 and 2002.
Summary Compensation Table
Long Term
Annual Compensation Compensation
---------------------------------------------------------------
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary Bonus Compensation(1) Options/SARs (#) Compensation (2)
- --------------------------------------------------------------------------------------------------------------
Karl B. Gemperli (4) 2004 $147,004 $ - $ - - $4,406
President and Chief 2003 $140,004 $44,364 $ - 15,000 $4,200
Executive Officer, Elecsys 2002 $140,004 $ - $ - 35,000 $2,100
Corporation
A. Kyle Reinoehl (5) 2004 $118,000 $ - $6,183 - $3,627
Vice President-Sales and 2003 $118,000 $11,990 $5,400 10,000 $3,540
Marketing, DCI, Inc. 2002 $116,000 $ 5,000 $5,400 20,000 $1,740
Michael D. Morgan 2004 $105,000 $ - $ - - $3,115
Vice President- 2003 $ 94,999 $26,378 $ - 11,000 $2,850
Manufacturing, DCI, Inc. 2002 $ 94,995 $ - $ - 29,000 $2,850
(1) Includes $5,400 for an automobile allowance for Mr. Reinoehl. In January
2004, Mr. Reinoehl's compensation was changed to include sales commissions. For
2004, the Company paid Mr. Reinoehl $783 in commissions.
(2) Consists of Company matching contributions made on behalf of the Named
Executive Officers under the Company's 401(k) Savings Plan.
Stock Options
There were no stock option grants made to the Named Executive Officers
during the fiscal year ended April 30, 2004.
The following table sets forth information concerning stock options
exercised by the Named Executive Officers during the fiscal year ended April 30,
2004, and the number of shares and the value of options outstanding as of April
30, 2004, for each Named Executive Officer.
Aggregate Option Excercises and Option Values as of April 30, 2004
Number of Securities Value of Unexercised
Unexercised Options at 4/30/04 In-the-Money Options at 4/30/04
(#) ($) (1)
-----------------------------------------------------------------
Shares Acquired Value
Name on Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------
Karl B. Gemperli - - 68,334 31,666 9,100 4,550
A. Kyle Reinoehl - - 31,668 13,332 5,200 2,600
Michael D. Morgan - - 24,000 17,000 7,540 3,770
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(1) Based on the closing price of the common stock on the American Stock
Exchange of $1.20 per share on April 30, 2004, less the option exercise
price if the exercise value of the option is less than the closing
price.
EXECUTIVE OFFICERS
The Company currently has two executive officers, Karl B. Gemperli,
President and Chief Executive Officer and Todd A. Daniels, who serves as the
Company's Vice President and Chief Financial Officer. Mr. Gemperli and Mr.
Daniels also serve as officers of DCI, Inc., the wholly-owned operating
subsidiary of the Company. The executive officers of DCI, Inc. as well as
certain biographical information about them are as follows:
Name Age Position
- -----------------------------------------------------------------------------------------
Karl B. Gemperli 40 President and Chief Executive Officer, Elecsys
Corporation and President and Chief Executive
Officer, DCI, Inc.
A. Kyle Reinoehl 38 Vice President - Sales and Marketing, DCI, Inc.
Michael D. Morgan 50 Vice President - Manufacturing, DCI, Inc.
Todd A. Daniels 36 Vice President and Chief Financial Officer, Elecsys
Corporation and Vice President - Finance,
DCI, Inc.
Karl B. Gemperli has served as President of DCI, Inc. since February 2000 and
was promoted to President and Chief Executive Officer of the Company in July
2003. He has been a member of the Board of Directors since September 2003. Prior
to joining DCI, 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. Prior to joining the
Company, Mr. Gemperli was an employee of Goodrich Aerospace for more than eight
years. Mr. Gemperli has over 19 years of electronic manufacturing and management
experience as well as a Bachelor's degree in Aeronautical Engineering from the
Massachusetts Institute of Technology and a Master's degree in Manufacturing
Engineering from Boston University.
A. Kyle Reinoehl has served as Vice President-Sales and Marketing 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
11
Manufacturing and prior to that was an employee of Kustom Signals for over eight
years. Mr. Morgan has over 23 years of electronic manufacturing experience.
Todd A. Daniels joined the Company in April 2002 as Vice President-Finance of
DCI, Inc. and was promoted to Vice President and Chief Financial Officer of
Elecsys Corporation in October 2002. Prior to joining the Company, from May 2001
to April 2002, Mr. Daniels was Manager of Corporate Forecasting and Reporting
for EPIQ Systems, Inc., 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. Mr. Daniels is a
Certified Public Accountant with over 14 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)).
(a) (b) (c)
Number of securities Weighted-average Number of securities remaining
to be issued upon price of available for future issuance
exercise of outstanding under equity compensation plans
outstanding options, options, warrants (excluding those in column (a))
Plan Category warrants and rights and rights
- ------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by stockholders 299,250 $1.28 139,500
Equity compensation plans not
approved by stockholders
- - -
Total 299,250 $1.28 139,500
The Elecsys Corporation Stock Option Plan is the Company's only equity
compensation plan for purposes of the foregoing table.
Stockholder Proposals for 2005 Annual Meeting
Stockholder proposals to be considered for inclusion in the proxy
statement and considered at the 2005 annual meeting of the Stockholders must be
received by the Company no later than April 22, 2005. 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
2005 proxy statement must be received by the Company in writing no later than
July 6, 2005 in
12
order to preclude the Company's use of its discretionary proxy voting authority
if the proposal is raised at the 2005 annual meeting.
Financial Statements
The Annual Report to Stockholders of the Company for the fiscal year
ended April 30, 2004, 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,
/s/ Karl B. Germerli
Karl B. Gemperli
President and Chief Executive Officer
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 THE PROPOSAL.
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,
any action relating to the annual meeting of stockholders or any continuation or
adjournment thereof, and the undersigned further acknowledges receipt of the
notice of said meeting and the Proxy Statement accompanying it.
Dated:
--------------------------------, 2004
--------------------------------------------
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 Use any touch-tone telephone. o Mark, sign and date the proxy.
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 23, 2004
The Board of Directors recommends a vote for the two
Board Members.
The undersigned hereby appoints Robert D. Taylor 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 Lenexa Conference Center, 11184 Lackman Road, Lenexa,
Kansas on Thursday, September 23, 2004, 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:
(01) Karl B. Gemperli as a Class II Director to serve for a term of
three years expiring in 2007.
FOR WITHHOLD AUTHORITY
(02) Stan Gegen as a Class III Director to serve for a term of one year
expiring in 2005.
FOR WITHHOLD AUTHORITY
