-7- GODDARD INDUSTRIES, INC. 705 Plantation Street Worcester, Massachusetts 01605 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held March 6, 1998 To The Stockholders of Goddard Industries, Inc. Notice is hereby given that the Annual Meeting of Stockholders of Goddard Industries, Inc., a Massachusetts corporation, will be held on Friday, March 6, 1998 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 2001 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 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 14, 1998 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 January 26__, 1998 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. A reply envelope is provided for this purpose, which needs no postage, if mailed in the United States. GODDARD INDUSTRIES, INC. PROXY STATEMENT For Annual Meeting of Stockholders To be Held Friday, March 6, 1998 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 Annual Meeting of Stockholders to be held at 11:00 a.m. on Friday, March 6, 1998 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 January 26, 1998. 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 14, 1998 are entitled to notice of, and to vote at, the Meeting. As of that date, there were outstanding and entitled to vote 2,128,649 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 27, 1997, 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 50% of the present Board of Directors) are to be elected to serve until the 2001 annual meeting of stockholders and until their successors are 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 and the Massachusetts Business Corporation Law 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 named in the accompanying form as proxies to vote for the election of Lyle E. Wimmergren and Robert E. Humphreys to the class of directors indicated, and for the term set forth therein. In the unanticipated event that either of the nominees is 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, 1997, with respect to the nominees, each of the directors whose term extends beyond the Meeting, all officers and directors as a group (7 persons) and each person owning five percent or more of the Company's Common Stock. This table is based on information furnished by such persons. Number of Shares of Common Year Stock Term Name, Age and Principal Direct Beneficiall Percen Would Occupation or y t Expire Since Owned (1) of and Class Class Dr. Jacky Knopp, Jr., 75 1972 78,000(2) 3.7% 1999 President, Crosby Research Associates Class 3 (marketing and management consultants) 211 Delamere Road, Buffalo, NY; Account Executive, Moors & Cabot, Inc. (stock brokerage firm) 4575 Main Street, Amherst, NY; Professor Emeritus of Canisius College, Buffalo, NY Saul I. Reck, 79 1959 321,955 (3) 15.1% 2000 President of the Company Class 1 Lyle E. Wimmergren, 66 1978 10,000 (4) * 1998 Professor Emeritus of Class Management 2 Worcester Polytechnic Institute 55 Liberty Hill Road, Henniker, NH Robert E. Humphreys, 55 1997 462,950 (5) 21.7 1998 President of Antigen Express, Inc., a company Class 2 focused on creating drugs for auto-immune diseases, August 1995-present; Professor and Interim Chair, Department of Pharmacology, University of Massachusetts Medical School prior to August 1995 One Innovation Drive, Worcester, MA 01605 All executive officers and -- 976,305(6) 42.6% -- directors as a group (7 persons) Joseph A. Lalli -- 183,550 (7) 8.6% -- 6 Middlemont Way, Stow, MA *Less than one percent (1) Unless otherwise noted, each person identified possesses sole voting and investment power. (2) Includes 32,000 shares owned Dr. Knopp's wife, as to which he disclaims beneficial interest, and an option to acquire 10,000 shares held by Dr. Knopp. (3) Includes 5,250 shares held by Mr. Reck's wife, as to which he disclaims beneficial interest. (4) Consists of option to acquire 10,000 shares held by Mr. Wimmergren. (5) Includes 217,650 shares as to which Mr. Humphreys has sole voting and dispositive power and 240,300 shares as to which Mr. Humphreys shares voting and dispositive power by virtue of a power of attorney over the investment accounts of seven persons. Mr. Humphreys and certain other persons, acting as a group, beneficially own an aggregate of 457,950 shares. Also includes an option to acquire 5,000 shares held by Mr. Humphreys. (6) In addition to the matters noted above in (2)-(5), includes 19,900 shares owned by one executive officer jointly with his wife and options on 25,000 shares held by two officers. (7) Mr. Lalli has reported to the Company that a Schedule 13D, Amendment No. 6, was filed with the Securities and Exchange Commission indicating that he has sole voting and dispositive power of 154,050 shares and shared voting and dispositive power with his wife of 29,500 shares. All of the directors other than Mr. Humphreys have had the same principal occupation for the last five years, except that the Amherst, New York office of Moors & Cabot, Inc. at which Dr. Knopp is an account executive was previously owned by other brokerage firms. Saul I. Reck is the father of Michael E. Reck, President of the Webstone Division, and Joel M. Reck, Clerk of the Company. The Board of Directors of the Company held four meetings during the fiscal year ended September 27, 1997. 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 twice 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 twice 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 sales and bonus, if any, exceeded $100,000 for services in all capacities to the Company during the last fiscal year. SUMMARY COMPENSATION TABLE Annual Compensation Other Annual Name and Fiscal Year Salary Bonus (1) Compensatio n (2) Principal Ended ($) ($) ($) Position Saul I. 9/27/97 $115,000 $143,300 $10,000 Reck 9/28/96 115,000 108,700 10,000 President & 9/30/95 115,000 55,000 10,000 Treasurer Donald 9/27/97 $85,200 $20,000 -- Nelson Vice 9/28/96 $81,400 $15,000 -- President 9/30/95 $79,200 $10,000 -- (1) Under the terms of his Employment Agreement with the Company described below, Mr. Reck is entitled to receive a bonus equal to 10% of the amount by which Company pre-tax profits exceed specified base amounts. (2) Consists of cash payments to Mr. Reck to be used for purchase of retirement benefits. The following table shows information concerning the exercise of stock options during fiscal 1997 and the fiscal year-end value of unexercised options and stock appreciation rights. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES Number of Value of Securities Unexercised Underlying In-the Money Unexercised Options/SARs Options/SARs at Shares 9/27/97 9/27/97 Acquired on Value Exercisable Exercisable Exercise Realized Name (#) ($) (#) ($) Saul I. 75,000 $281,250 -- -- Reck Donald -- -- 20,000 $82,500 Nelson Under an Employment Agreement with Saul I. Reck entered into in 1989, as amended in 1992 and again in 1994, Mr. Reck has agreed to be employed by the Company as Chairman of the Board and President on a full time basis. Mr. Reck received a base salary of $115,000 in fiscal 1997, plus $10,000 to be used to purchase a retirement benefit. In addition, Mr. Reck receives a bonus equal to 10% of the amount by which the Company's pre-tax profits exceed a base amount [which increases each year]. After he retires, Mr. Reck will be entitled to receive an unfunded annuity of $60,000 per year for his life and after his death his surviving spouse will be entitled to an annuity of $30,000 per year for life, with both amounts payable under these annuities subject to adjustment based upon cost of living increases after October 1, 1993. 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 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 $600 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 $12,700 for services rendered during fiscal year 1997. 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 $600 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 $1,899,000 to the executive officers as a group and a payment of $61,000 to the non- employee directors as a group. OTHER MATTERS 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 27, 1997. 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 1999 must be received by the Company on or before September 30, 1999 and should be addressed to Saul I. Reck, President, Goddard Industries, Inc., 705 Plantation Street, Worcester, Massachusetts 01605. Annual Report And Form 10-KSB Additional copies of the Annual Report to Stockholders for the fiscal year ended September 27, 1997 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.