GODDARD INDUSTRIES, INC.
705 Plantation Street
Worcester, Massachusetts 01605
NOTICE OF SPECIAL MEETING
IN LIEU OF THE ANNUAL MEETING OF
STOCKHOLDERS
To Be Held March 23, 2001
To: The Stockholders of
Goddard Industries, Inc.
Notice is hereby given that the Special Meeting in Lieu of the
Annual Meeting of Stockholders of Goddard Industries, Inc., a
Massachusetts corporation, will be held on Friday, March 23, 2001
at 11:00 a.m. at The Beechwood Inn, 363 Plantation Street,
Worcester, Massachusetts for the following purposes:
1. To elect two directors to hold office until the Annual Meeting
of Stockholders in 2004 and until their successors are duly elected
and qualified.
2. To consider and act upon any matters incidental to the
foregoing purposes and any other matters which may properly come
before the meeting or any adjournments thereof.
Information regarding matters to be acted upon at the Special
Meeting in Lieu of the Annual Meeting of Stockholders is contained
in the proxy statement attached to this notice.
Only stockholders of record at the close of business on
January 22, 2001 are entitled to notice of, or to vote at, such
meeting or any adjournments thereof.
By Order of the Board of Directors
Joel M. Reck, Clerk
Worcester, Massachusetts
February 2, 2001
You are cordially invited to attend this meeting in person,
but if you cannot do so, please complete, date, sign and return the
accompanying proxy at your earliest convenience. For your
convenience, we have provided a reply envelope which needs no
postage if mailed in the United States.
GODDARD INDUSTRIES, INC.
PROXY STATEMENT
For the Special Meeting in Lieu of the
Annual Meeting of Stockholders
To be Held Friday, March 23, 2001
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Goddard
Industries, Inc. (referred to hereinafter as the "Company") for use
at the Special Meeting in Lieu of the Annual Meeting of
Stockholders to be held at 11:00 a.m. on Friday, March 23, 2001 at
The Beechwood Inn, 363 Plantation Street, Worcester, Massachusetts
and at any adjournment or adjournments thereof (the "Meeting").
Solicitation of proxies may be made in person or by mail, telephone
or telegram by directors, officers and regular employees of the
Company, for which no additional compensation will be received.
The Company may also request banking institutions, brokerage firms,
custodians, trustees, nominees and fiduciaries to forward
solicitation material to the beneficial owners of Common Stock held
of record by such persons, and the Company will reimburse the
forwarding expense. All costs of preparing, printing, assembling
and mailing the form of proxy and proxy statement will be borne by
the Company. It is expected that this proxy statement and the
accompanying proxy will be mailed to the stockholders on or about
February 2,2001. The principal executive offices of the Company
are located at 705 Plantation Street, Worcester, Massachusetts
01605.
Only stockholders of record at the close of business on
January 22, 2001 are entitled to notice of, and to vote at, the
Meeting. As of that date, there were outstanding and entitled to
vote 2,157,271 shares of Common Stock, $.01 par value (the "Common
Stock"), of the Company. Each share is entitled to one vote on all
matters to come before the Meeting. Provided a quorum (consisting
of a majority of the shares outstanding and entitled to vote) is
present in person or by proxy at the meeting, a plurality of the
votes cast for any nominee is required for election of directors.
Under Massachusetts law and the Company's By-laws, all shares
present or represented by proxy, whether they vote or abstain, will
be counted as present for purposes of determining a quorum and for
purposes of determining the number of shares present and entitled
to vote. Accordingly, abstentions, including broker non-votes,
will have no effect on the outcome of the vote for the election of
directors.
The enclosed proxy, if executed and returned, will be voted as
directed on the proxy and, in the absence of such direction, for
the election of the nominees as directors and in accordance with
their best judgment by the proxies if any other matter shall
properly come before the Meeting. The proxy may be revoked at any
time prior to exercise by filing with the Clerk of the Company a
written revocation, by executing a proxy with a later date, or by
attending and voting at the Meeting. The Board of Directors knows
of no matters, other than election of directors, to be presented
for consideration at the Meeting.
The Annual Report to Stockholders of the Company for the
fiscal year ended September 30, 2000, including audited financial
statements, is being mailed to each of the stockholders of the
Company simultaneously with this proxy statement.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, two directors (constituting 40% of the Board
of Directors) are to be elected to serve until the 2004 annual
meeting of stockholders and until their successors are duly elected
and qualified. The proxy cannot be voted for a greater number of
persons than two.
The Company's Restated Articles of Organization, as amended,
and By-laws provide that the Board of Directors shall be composed
of three classes of directors, one class to be elected each year.
It is the intention of the persons who are named in the
accompanying form as proxies, to vote for the election of Lyle E.
Wimmergren and Dr. Robert E. Humphreys to the class of directors
indicated, and for the term set forth therein. In the
unanticipated event that either or both of the nominees are unable
to serve, the persons named as proxies will vote for such
substitute, if any, as the present Board of Directors may designate
or to reduce the number of directors. Directors are elected by a
plurality of the votes cast for election of directors.
Information As To Officers, Directors and Beneficial Owners
The following table sets forth certain information, as of
November 30, 2000, with respect to the nominees, each of the
directors whose term extends beyond the Meeting, each named
executive officer in the Summary Compensation Table under
"Executive Compensation," all executive officers and directors as a
group (8 persons) and each person known to the Company to own five
percent or more of the Company's Common Stock. This table is based
on information furnished by such persons.
Number of
Shares of
Direct Common Year
or or Stock Term
Name (1) Office Beneficiall Percen Would
r y t Expire
Since Owned of and
Class Class
Salvatore J. Vinciguerra 1999 125,000 (2) 5.5% 2002
Class 3
Dr. Jacky Knopp, Jr. 1972 88,000 (3) 4.1% 2002
Class 3
Saul I. Reck 1959 333,930 (4)15.5% 2003
Class 1
Lyle E. Wimmergren 1978 20,000 (5) * 2004
Class 2
Dr. Robert E. Humphreys 1997 472,950 (6)21.9% 2004
Class 2
Donald R. Nelson 1973 106,650 (7) 4.9% --
All executive officers and -- 1,146,53048.5% --
directors as a group
(8 persons)
Joseph A. Lalli -- 183,550 (8) 8.6% --
6 Middlemont Way, Stow, MA
Stanley A. Goldstein and -- 117,500 (9) 5.5% --
Audrey I. Goldstein
2 No. Montgomery Ave.,
Atlantic City, NJ
*Less than one percent
(1) Unless otherwise noted, each
person's address is c/o Goddard Industries, Inc., 705
Plantation Street, Worcester, Massachusetts 01605, and
each person identified possesses sole voting and
investment power with respect to the shares set forth
opposite such person's name.
(2) Consists of options to acquire
125,000 shares held by Mr. Vinciguerra.
(3) Includes 32,000 shares owned by
Dr. Knopp's wife, as to which he disclaims beneficial
ownership, and options to acquire 15,000 shares held by
Dr. Knopp.
(4) Includes 5,250 shares held by Mr.
Reck's wife, as to which he disclaims beneficial
ownership, and options to acquire 10,000 shares held by
Mr. Reck.
(5) Consists of options to acquire
20,000 shares held by Mr. Wimmergren.
(6) Includes 217,650 shares as to
which Dr. Humphreys has sole voting and dispositive power
and 240,300 shares as to which Dr. Humphreys shares voting
and dispositive power by virtue of a power of attorney
over the investment accounts of seven persons. Dr.
Humphreys and certain other persons, acting as a group,
beneficially own an aggregate of 457,950 shares. Also
includes options to acquire 15,000 shares held by Dr.
Humphreys. Dr. Humphreys's address is One Innovation
Drive, Worcester, Massachusetts 01605.
(7) Includes 19,900 shares owned
jointly with Mr. Nelson's wife and options to acquire
38,750 shares held by Mr. Nelson.
(8) Based upon information reported
in Schedule 13D, Amendment No. 6 filed with the Securities
and Exchange Commission. Mr. Lalli has sole voting and
dispositive power over 154,050 shares and shared voting
and dispositive power with his wife over 29,500 shares.
(9) Based upon information reported
in a Schedule 13G filed with the Securities and Exchange
Commission. Mr. and Mrs. Goldstein share voting and
dispositive power over 117,500 shares.
Mr. Saul I. Reck, age 82, the founder and Chairman of the Board
of the Company, has served as a director since 1960 and served as
President and Treasurer from 1960 until October 19, 1998.
Mr. Vinciguerra, age 62, has served as Chief Executive Officer,
President and Treasurer of the Company since October 19, 1998.
Prior to joining the Company, he served as Chief Executive Officer
and director of Ferrofluidics Corporation from June 1996 until June
1998 and as its President from January 1995 until June 1996. From
1991 until 1994, Mr. Vinciguerra served as President and Chief
Executive Officer of the Weighing and Systems Group of Staveley
Industries, plc. Mr. Vinciguerra is a member of the Board of
Directors of Metrisa Corporation, Saphikon Corporation and Carr
Separations, Inc., and is a member of the Board of Directors of the
Japan Society of Boston.
Dr. Knopp, age 78, has served as a director since 1972. For
more than five years, he has been an account executive at the stock
brokerage firm of Moors & Cabot, Inc. and its predecessors. Dr.
Knopp is also Professor Emeritus of Canisius College, Buffalo, New
York.
Mr. Wimmergren, age 69, has served as a director since 1978.
He is Professor Emeritus of Management at Worcester Polytechnic
Institute, Worcester, Massachusetts.
Dr. Humphreys, age 58, has served as a director since 1997.
Since August 1995, Dr. Humphreys has been President of Antigen
Express, Inc., a biotech company focused on creating drugs for auto-
immune diseases. Prior to August 1995, he was Professor and
interim Chair of the Department of Pharmacology at the University
of Massachusetts Medical School.
Mr. Nelson, age 65, has been employed by the Company as the
Vice President of Engineering for more than five years.
Saul I. Reck is the father of Michael E. Reck, President of the
Webstone Company, Inc. ("Webstone"), a former subsidiary of the
Company, and Joel M. Reck, Clerk of the Company.
Board of Directors Meetings
The Board of Directors of the Company held six meetings during
the fiscal year ended September 30, 2000. Each present director
attended at least 75% of the meetings of the Board of Directors and
of all committees of which he was a member.
The Board of Directors has an Audit Committee and a
Compensation Committee, both composed of Dr. Knopp and Mr.
Wimmergren. The Audit Committee, which met once formally with the
Company's independent auditor's, Greenberg, Rosenblatt, Kull &
Bitsoli, P.C., and two times by telephone conference call during
the last fiscal year, is charged with recommending to the Board of
Directors retention of a firm of independent accountants and with
reviewing the Company's internal audit and accounting controls, the
report of the independent accountants and the financial statements
of the Company. The Compensation Committee, which met four times
during the last fiscal year, is responsible for recommending salary
and bonus levels of officers and key employees. There is no
Nominating Committee of the Board of Directors. The Board of
Directors as a whole will consider nominees for director submitted
to it in writing by any shareholder.
Executive Compensation
The following table sets forth information concerning the
annual compensation for the chief executive officer and each of the
other most highly compensated executive officers of the Company
whose annual salary and bonus, if any, exceeded $100,000 for
services in all capacities to the Company during the last fiscal
year.
SUMMARY COMPENSATION TABLE
Annual Compensation
All Other
Name and Fiscal Year Salary Bonus Compensatio
n
Principal Ended ($) ($) ($)
Position
Salvatore 9/30/00 $180,000 -- $15,000 (1)
J. 10/2/99 140,000 $35,000 16,700
Vinciguerra (1)
Chief 10/3/98
Executive
Officer, -- -- --
President &
Treasurer
Donald R. 9/30/00 $103,000 $5,000 $7,000 (2)
Nelson
Vice 10/2/99 100,000 6,500 5,000 (2)
President
of
10/3/98 95,000 10,000 --
Engineering
(1) Consists of payments made by the Company to Mr.
Vinciguerra as a percentage of management fees received by the
Company for Mr. Vinciguerra's services rendered pursuant to
the terms of an agreement, which is no longer in effect,
between the Company and Carr Separations, Inc.
(2) Consists of cash payments used for purchase of
retirement benefits.
The following table shows information concerning the grant of
stock options and stock appreciation rights ("SARs") during fiscal
2000 to each of the named executive officers.
OPTION/SAR GRANTS FOR LAST FISCAL YEAR
Number of Percent of
Securities Total
Underlying Options/SAR
Options/SAR s Granted Exercise or
Name s Granted to Base Price Expiration
Employees Date
in Fiscal
Year
Salvatore 50,000 13.8% $1.375 10/22/2009
J. 40,000 11.1% $1.750 05/16/2010
Vinciguerra
Donald R. 55,000 15.2% $1.375 12/17/2009
Nelson
The following table shows information concerning the exercise
of stock options during fiscal 2000 and the fiscal year-end value
of unexercised options and stock appreciation rights.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Value of
Securities Unexercised
Underlying In-the Money
Unexercised
Options/SARs Options/SARs
at
Shares At 9/30/00 At 9/30/00
Acquired
on Value Exercisable/Une Exercisable/Un
Exercise Realized xercisable exercisable
Name (#) ($) (#) ($)
Salvator -- -- 62,500/227,500 0/0
e J.
Vincigue
rra
Donald -- -- 25,000/55,000 0/0
R.
Nelson
In connection with the hiring of Mr. Vinciguerra as Chief
Executive Officer, President and Treasurer, the Company entered
into an Employment Agreement with him dated October 19, 1998.
Under the Employment Agreement, Mr. Vinciguerra is entitled to an
initial base salary of $140,000 per year, plus a bonus of up to 25%
of his base salary at the discretion of the Board of Directors. In
addition, he was granted stock options as follows: (i) ten year
incentive stock options to acquire 200,000 shares of Common Stock
on October 19, 1998, which options vest 25% at the end of each of
the first four years of employment, with acceleration of vesting
upon the happening of certain events; (ii) ten year incentive stock
options to acquire 50,000 shares of Common Stock on October 22,
1999, which options vest 25% immediately and 25% on each of the
first three anniversaries of the grant of the stock options; and
(iii) ten year incentive stock options to acquire 40,000 shares of
Common Stock granted on May 16, 2000, which options vest 25% on
each of the first four anniversaries of the grant of the stock
options. Mr. Vinciguerra is entitled to six months of severance
compensation upon termination of his employment by the Company
other than for cause.
Compensation of Directors
Each director who is not also an officer or employee of the
Company receives a base fee of $2,400 per year. Each director who
is not also an officer or employee of the Company and who lives in
the Greater Worcester area receives $500 for each Board of
Directors meeting he attends. Each director who is not also an
officer or employee of the Company and who lives outside the
Greater Worcester area receives $750 for each such meeting, plus
travel expenses to and from Worcester. No extra compensation is
paid for attendance at meetings of committees. All non-employee
directors as a group were paid $23,350 for services rendered during
fiscal year 2000.
The Board of Directors has a Severance Compensation Plan for
certain officers and all directors in the event that there is a
"change in control" of the Company not approved by the Board of
Directors resulting in the termination of employment or reduction
in the duties and responsibilities of the President, Vice-
Presidents and Treasurer (as determined by the Board of Directors)
and/or a termination of service as director of the Company. The
plan provides that such President, Vice-Presidents and Treasurer
will continue to receive the compensation being paid to them at the
time of the termination or change in the nature of employment, for
a period of five years following such termination or change, and
the non-employee directors will continue to receive directors' fees
of $500 or $750 per fiscal quarter, depending on whether or not the
director lives in the Greater Worcester area, for such five year
period. At the current rate of compensation this would entail an
aggregate payment of $1,415,000 to the executive officers as a
group and a payment of $50,000 to the non-employee directors as a
group.
Audit Committee Report
The Audit Committee of the Board of Directors (the "Audit
Committee") is currently comprised of two of the Company's
directors: Dr. Knopp and Mr. Wimmergren. Both members of the
Company's Audit Committee are "independent" as such term is defined
under the listing standards of the National Association of
Securities Dealers, Inc. The Audit Committee does not currently
operate pursuant to a written charter, but is charged with
recommending to the Board of Directors retention of a firm of
independent accountants and with reviewing the Company's internal
audit and accounting controls, the report of the independent
accountants and the financial statements of the Company. The Audit
Committee met once with the Company's independent auditors,
Greenberg, Rosenblatt, Kull & Bitsoli, P.C., and two times by
telephone conference call during fiscal year 2000.
The Audit Committee has reviewed and discussed with management
the Company's audited consolidated financial statements for the
fiscal year ended September 30, 2000. The Audit Committee has also
discussed with Greenberg, Rosenblatt, Kull & Bitsoli, P.C. the
matters required to be discussed by the Auditing Standards Board
Statement on Auditing Standards No. 61, as amended. As required by
Independence Standards Board Standard No. 1, as amended,
"Independence Discussion with Audit Committees," the Audit
Committee has received and reviewed the required written
disclosures and a confirming letter from Greenberg, Rosenblatt,
Kull & Bitsoli, P.C. regarding their independence, and has
discussed the matter with the auditors.
Based on its review and discussions of the foregoing, the
Audit Committee has recommended to the Board of Directors that the
Company's audited consolidated financial statements for the fiscal
year 2000 be included in the Company's Annual Report on Form 10-KSB
for the fiscal year ended September 30, 2000. Further, the Audit
Committee recommends that the Board of Directors engage Greenberg,
Rosenblatt, Kull & Bitsoli, P.C. as the Company's independent
auditors for the fiscal year ending September 29, 2001.
This Audit Committee Report shall not be deemed to be
incorporated by reference in any document previously or
subsequently filed with the Securities and Exchange Commission that
incorporated by reference all or any portion of this Proxy
Statement, except to the extent that the Company specifically
requests that this report be specifically incorporated by
reference.
Audit Committee:
Dr. Jacky Knopp, Jr.
Lyle E. Wimmergren
OTHER MATTERS
Certain Transactions
On July 2, 1999, after several months of negotiations between
the Company and Michael E. Reck, the son of Saul I. Reck and
brother of Joel M. Reck, a special committee of directors reached
an agreement to sell the stock of Webstone, a subsidiary of the
Company, to Michael E. Reck for a purchase price of $1,789,000 as
follows: $1,389,000 in cash at closing, $150,000 in the form of a
ninety day non-interest-bearing loan, and $250,000 in preferred
stock of Webstone. The investment banking firm of Fechtor
Detwiler, Inc. provided an opinion to the Board of Directors that
the transaction was fair to the Company.
Relationship with Independent Public Accountants
The Audit Committee of the Board of Directors has selected
Greenberg, Rosenblatt, Kull & Bitsoli, P.C. as independent auditors
for the Company for the current fiscal year. That firm and its
predecessors have served in such capacity since fiscal year 1982.
It is anticipated that a representative of Greenberg,
Rosenblatt, Kull & Bitsoli, P.C. will be present at the Meeting.
The representative will be afforded the opportunity to make a
statement and is expected to be available to respond to appropriate
questions.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's executive officers and directors,
and persons who own more than 10% of the Company's Common Stock, to
file reports of ownership and changes in ownership on Forms 3, 4
and 5 with the Securities and Exchange Commission. Executive
officers, directors and greater than 10% stockholders are required
to furnish the Company with copies of all Forms 3, 4 and 5 they
file.
Based solely on the Company's review of the copies of such
forms it has received and written representations from certain
reporting persons that they were not required to file Forms 5 for
specified fiscal years, the Company believes that all of its
executive officers, directors and greater than 10% stockholders
complied with all Section 16(a) filing requirements applicable to
them during the Company's fiscal year ended September 30, 2000,
except that on January 25, 2001, Mr. Salvatore J. Vinciguerra filed
a Form 4 dated January 25, 2001 reflecting the grant of options on
October 22, 1999 and the grant of options on May 16, 2000, and Mr.
Donald R. Nelson filed a Form 4 on January 25, 2001 reflecting the
grant of options on December 17, 1999.
Other Matters To Be Acted Upon
The Board of Directors has no knowledge of any other matters
which may come before the Meeting and does not itself intend to
present any such matters. However, if any other matters shall
properly come before the Meeting, the persons named as proxies will
have discretionary authority to vote the shares represented by the
accompanying proxy in accordance with their own judgment.
Shareholder Proposals
Shareholder proposals intended to be presented at the Annual
Meeting in 2002 and included in the Company's proxy materials
pursuant to Rule 14a-8 promulgated under the Securities Exchange
Act of 1934, as amended, must be received by the Company on or
before October 5, 2001 and should be addressed to Salvatore J.
Vinciguerra, President, Goddard Industries, Inc., 705 Plantation
Street, Worcester, Massachusetts 01605. If a proponent fails to
notify the Company by December 19, 2001 of a non-Rule 14a-8
shareholder proposal which it intends to submit at the Annual
Meeting in 2002, the proxy solicited by the Board of Directors with
respect to such meeting may grant discretionary authority to the
proxies named therein to vote with respect to such matter.
Annual Report And Form 10-KSB
Additional copies of the Annual Report to Stockholders for the
fiscal year ended September 30, 2000 and copies of the Annual
Report of the Company to the Securities and Exchange Commission on
Form 10-KSB for that fiscal year are available to stockholders
without charge upon written request addressed to Lucy J. Rybacki at
the Company at 705 Plantation Street, Worcester, Massachusetts
01605.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING
FORM OF PROXY IN THE ENCLOSED ENVELOPE.
PROXY GODDARD
INDUSTRIES, INC. PROXY
The undersigned hereby appoints Mr. Saul I. Reck and Mr.
Salvatore J. Vinciguerra, and each of them, with full power of
substitution, attorneys and proxies to represent the undersigned at
the Special Meeting in Lieu of the Annual Meeting of Stockholders
of Goddard Industries, Inc. to be held on Friday, March 23, 2001
and at any adjournment or adjournments thereof, with all power
which the undersigned may be entitled to vote at said meeting upon
the following proposals more fully described in the notice of and
proxy statement for the meeting in accordance with the following
instructions and with discretionary authority upon such other
matters as may come before the meeting. All previous proxies are
hereby revoked.
1. Election of Directors
To elect to serve as directors until the year 2004: Lyle E.
Wimmergren and Dr. Robert E. Humphreys
FOR the nominees
WITHHOLD AUTHORITY on the following nominees:
__________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS
INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEES.
(PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN IN
THE ENCLOSED ENVELOPE.)
Dated:
___________________________, 2001
______________________________________
Signature(s)
______________________________________
(Signatures should be the same
as the name
printed hereon. Executors,
administrators,
trustees, guardians, attorneys
and officers of
corporations should add their
titles when signing.)