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ELECSYS CORPORATION
15301 WEST 109TH STREET
LENEXA, KANSAS 66219
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 15, 2005
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 15, 2005, commencing
at 2:00 p.m. local time, to consider and act upon the following matter 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 2008.
Holders of record of the outstanding common stock of the Company at the
close of business on July 29, 2005 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 24, 2005
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 15, 2005, 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 24, 2005.
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 matter 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
director of the Company, of the nominee named in this proxy. The nominee
hereinafter named has indicated his willingness to serve if elected, and it is
not anticipated that he will become unavailable for election. However, if the
nominee should unexpectedly become unavailable for election for any reason, the
shares represented by the proxy will be voted for such substituted nominee 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 the matter 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 proxies
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properly signed and returned pursuant to this solicitation will be voted in the
discretion of the Board of Directors.
The nominee for director receiving the greatest number of votes at the
annual meeting will be elected as a director. 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 July 29, 2005, are entitled to vote at the annual meeting. At the
close of business on that date, 3,239,937 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 the beneficial ownership of shares of the
Company's common stock as of July 30, 2005, 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
Ownership Percent
Name and Address of Beneficial Owner (1) (2) of Class
- ------------------------------------------------------------------------------------------------
Robert D. Taylor 164,800 (3) 5.1%
Stan Gegen 118,500 3.7%
Karl Gemperli 474,010 (4) 14.6%
Michael D. Morgan 110,062 (5) 3.4%
A. Kyle Reinoehl 71,667 (6) 2.2%
All directors and officers as a group (8 persons) 1,087,131 (7) 33.6%
(1) The address of all the named individuals is c/o Elecsys Corporation, 15301
West 109th Street, Lenexa, Kansas 66219.
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(2) 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.
(3) Includes presently exercisable options to purchase 5,000 shares of common
stock of the Company.
(4) The total beneficial ownership of Mr. Gemperli is made up of the following:
(i) 369,010 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, and (iii) presently exercisable options to purchase 95,000
shares of common stock of the Company.
(5) Includes presently exercisable options to purchase 37,334 shares of common
stock of the Company.
(6) Includes presently exercisable options to purchase 41,667 shares of common
stock of the Company.
(7) Includes presently exercisable options to purchase 222,335 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,
2005, 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 except for a late filing of a
Form 3 and a Form 4 by Mr. Stan Gegen.
ELECTION OF DIRECTOR
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 III director expires with this annual meeting. The term of the Class I
director will expire at the 2006 Annual Meeting of Stockholders and the term of
the Class II director will expire at the 2007 Annual Meeting of Stockholders.
NOMINEE FOR DIRECTOR
The following information is given with respect to the nominee for election.
Class III - Term to Expire in 2008
Stan Gegen, age 54, 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
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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 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.
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
The following information is given with respect to the Class I and Class II
directors who will continue to serve as directors of the Company until the 2006
and 2007 Annual Meeting of Stockholders, respectively.
Class I - Term to Expire in 2006
Robert D. Taylor, age 58, 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 in the U.S.
Bankruptcy Court for the district of Kansas and has subsequently emerged from
court protection. 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. In May 2005, Mr. Taylor became a
director of Inergy GP, LLC, the managing general partner of Inergy LP, a
publicly traded limited partnership which operates a rapidly growing,
geographically diverse retail and wholesale propane supply, marketing and
distribution business. 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.
Class II - Term to Expire in 2007
Karl B. Gemperli, age 41, 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
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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 20 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.
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 the candidate's
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. Potential nominees are identified by
the Board of Directors based on the criteria, skills and qualifications that
have been recognized by the Nominating Committee. 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 then evaluate the potential nominee against the
qualifications and skills it believes are necessary for directors to possess,
including:
• Independence in accordance with the American Stock Exchange standards;
• High personal and professional ethics, integrity, and mature judgment;
• Business experience that is useful to the Company and complementary to
the background and experience of the other directors;
• A commitment to serve and the ability to devote the required amount of
time to carry out the duties and responsibilities of a director; and
• Other relevant factors as the Nominating Committee may determine.
An independent director on the Board of Directors nominated the nominee
standing for election at the annual meeting. The nominee is already serving as a
director 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,
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the auditing engagement, and the Company's internal accounting controls. In May
2005, the Board of Directors ratified the previously adopted charter for the
Audit Committee. The Audit Committee held seven meetings during fiscal year
2005. 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 once during the last fiscal year and is
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, 2005. 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 2004
Annual Meeting of Stockholders.
Stockholders who wish to communicate with the Board of Directors or with a
particular director may send a letter to Todd Daniels, the Secretary of the
Company, at 15301 West 109th Street, Lenexa, Kansas 66219. Any communication
should clearly specify that it is 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
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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
Independent Public Accountants
Effective August 9, 2004, the Company replaced Ernst & Young LLP as its
independent auditors. The audit report 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 was 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 2004 fiscal year, there were 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 report 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 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.
As of the date of this proxy statement, the Audit Committee of the Company
has not met to discuss the engagement of independent accountants for the
purposes of auditing the financial statements of the Company for the fiscal year
ending April 30, 2006.
The following table sets forth the aggregate fees billed to the Company for
fiscal years ended April 30, 2005 and 2004 by the Company's respective principal
accounting firms.
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Years Ended April 30,
2005 2004
------------- -------------
Audit fees (1) $74,569 $72,990
Audit-related fees (2) 7,105 -
------------- -------------
Total audit and audit-related fees 81,664 72,990
Tax fees (3) 7,500 14,495
All other fees (4) - 2,800
------------- -------------
Total $89,164 $90,285
============= =============
(1) Audit Fees. The aggregate fees billed for professional services rendered for
the audit of the annual financial statements for the years ended April 30, 2005
and 2004 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 for audit-related services for
the years ended April 30, 2005 and 2004. Audit related services include fees for
consents, comfort letters, and other related services
(3) Tax Fees. The aggregate fees billed for tax return preparation and other tax
planning and consultation rendered for the fiscal years ended April 30, 2005 and
2004.
(4) All Other Fees. Other fees billed 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, 2005 and 2004. The
fees billed in 2004 were related to an accounting issue regarding the reporting
and disclosure of a possible variable interest entity as is required under
Interpretation No. 46, "Consolidation of Variable Interest Entities."
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.
It is not anticipated that a representative from Mayer Hoffman McCann PC
will be present at the annual meeting. If a representative from Mayer Hoffman
McCann PC 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, 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
8
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 J. 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. The Company
paid Merit Capital $29,000 and $80,000 for the years ended April 30, 2005 and
2004, respectively.
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, 2005, 2004 and 2003.
Summary Compensation Table
Long Term
Annual Compensation Compensation
-------------------------------------------------------------------
Other Annual Securities Underlying All Other
Name and Principal Position Year Salary Bonus Compensation(1) Options/SARs (#) Compensation(2)
- -------------------------------------------------------------------------------------------------------------------------
Karl B. Gemperli 2005 $147,117 $ - $ - - $4,414
President and Chief Executive 2004 $147,004 $ - $ - - $4,406
Officer, Elecsys Corporation 2003 $140,004 $44,364 $ - 15,000 $4,200
A. Kyle Reinoehl 2005 $112,800 $ 5,000 $ 17,549 - $3,752
Vice President-Sales and 2004 $112,800 $ - $ 6,183 - $3,627
Marketing, DCI, Inc. 2003 $118,000 $11,990 $ 5,400 10,000 $3,540
Michael D. Morgan 2005 $105,103 $ 2,500 $ - - $3,141
Vice President-Manufacturing, 2004 $105,000 $ - $ - - $3,115
DCI, Inc. 2003 $ 94,999 $26,378 $ - 11,000 $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. The
Company paid Mr. Reinoehl $12,149 and $783 in commissions during fiscal years
2005 and 2004, respectively.
(2) Consists of Company matching contributions made on behalf of the Named
Executive Officers under the Company's 401(k) Savings Plan.
Stock Options
There were no stock option grants made to the Named Executive Officers
during the fiscal year ended April 30, 2005.
The following table sets forth information concerning stock options
exercised by the Named Executive Officers during the fiscal year ended April 30,
2005, and the number of shares and the value of options outstanding as of April
30, 2005, for each Named Executive Officer.
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Aggregate Option Excercises and Option Values as of April 30, 2005
Number of Securities Value of Unexercised
Unexercised Options at 4/30/05 In-the-Money Options at 4/30/05
(#) ($) (1)
-----------------------------------------------------------------
Shares Acquired Value
Name on Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------
Karl B. Gemperli - - 95,000 5,000 155,400 10,000
A. Kyle Reinoehl - - 41,667 3,333 88,384 6,666
Michael D. Morgan - - 37,334 3,666 86,553 7,332
(1) Based on the closing price of the common stock on the American Stock
Exchange of $3.25 per share on April 29, 2005, 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, Vice President and
Chief Financial Officer. Mr. Gemperli and Mr. Daniels also serve as officers of
DCI, Inc., one of the wholly-owned operating subsidiaries of the Company. The
executive officers of the Company's subsidiaries and their biographical
information are as follows:
Name Age Position
- --------------------------------------------------------------------------------
Karl B. Gemperli 41 President and Chief Executive Officer, Elecsys
Corporation and President and Chief Executive
Officer, DCI, Inc.
Todd A. Daniels 37 Vice President and Chief Financial Officer, Elecsys
Corporation and Vice President - Finance,
DCI, Inc.
A. Kyle Reinoehl 39 Vice President - Sales and Marketing, DCI, Inc.
Michael D. Morgan 51 Vice President - Manufacturing, DCI, Inc.
Christopher G. Thomas 38 Vice President - Engineering, DCI, Inc.
Thomas N. Hilleary 55 President, NTG, 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 20 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.
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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 15 years of public accounting and private
industry accounting experience.
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 Manufacturing and prior to that was an employee of Kustom Signals
for over eight years. Mr. Morgan has over 24 years of electronic manufacturing
experience.
Christopher G. Thomas joined the Company in February of 2001 as
Director-Engineering of DCI, Inc and was promoted to Vice President-Engineering
of DCI, Inc. in August of 2004. Prior to joining the Company, Mr. Thomas was an
employee of Goodrich Aerospace, Test Systems Division for more than ten years,
last serving as Manager of ATE Systems. Mr. Thomas has over 15 years of
electronic engineering and management experience as well as a Bachelor's degree
in Electrical Engineering from the University of Kansas.
Thomas N. Hilleary became President of the NTG, Inc. subsidiary upon the
acquisition by Elecsys Corporation of certain assets and liabilities of Network
Technologies Group, LLC in November 2004. Mr. Hilleary served as Managing Member
of Network Technologies Group, LLC from its formation in August 2003 until
November 2004. From 1997 through 2003 Mr. Hilleary was Vice President, Business
Development for LaBarge, Inc. after its acquisition of Open Cellular Systems,
Inc. where he served as President and founder. Mr. Hilleary has more than 25
years of experience in product and market development of communications-based
electronics and systems. Mr. Hilleary has been issued 10 patents dealing with
communication systems and networks and remote monitoring products.
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
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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
to be issued upon price of Number of securities remaining
exercise of outstanding available for future issuance under
outstanding options, options, warrants equity compensation plans
Plan Category warrants and rights and rights (excluding those in column (a))
- ------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by stockholders 245,750 $1.30 158,000
Equity compensation plans not
approved by stockholders
- - -
Total 245,750 $1.30 158,000
The Elecsys Corporation Stock Option Plan is the Company's only equity
compensation plan for purposes of the foregoing table.
Stockholder Proposals for 2006 Annual Meeting
Stockholder proposals to be considered for inclusion in the proxy statement
and considered at the 2006 annual meeting of the Stockholders must be received
by the Company no later than April 25, 2006. 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 2006
proxy statement must be received by the Company in writing no later than July 7,
2006 in order to preclude the Company's use of its discretionary proxy voting
authority if the proposal is raised at the 2006 annual meeting.
Financial Statements
The Annual Report to Stockholders of the Company for the fiscal year ended
April 30, 2005, 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. Gemperli
Karl B. Gemperli
President and Chief Executive Officer
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