UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6
(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule14a-12
ORBIT INTERNATIONAL CORP.
---------------------------
(Name of Registrant as Specified In Its Charter)
SAME
----------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee previously paid with the preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
ORBIT INTERNATIONAL CORP.
80 CABOT COURT
HAUPPAUGE, NEW YORK 11788
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Orbit International Corp.:
The Annual Meeting of Stockholders of Orbit International Corp. (the
"Company") will be held at the Sheraton Long Island, 110 Vanderbilt Motor
Parkway, Smithtown, New York 11788, at 10:00 a.m., Eastern Daylight Savings
Time, on June 24, 2005, for the following purposes:
1. To elect the Board of Directors for the ensuing year.
2. To ratify the appointment of Goldstein Golub Kessler LLP as independent
auditors and accountants for the Company for the fiscal year ending December 31,
2005.
3. To transact such other business as may properly come before the meeting.
All stockholders are invited to attend the meeting. Stockholders of record
at the close of business on May 16, 2005, the record date fixed by the Board of
Directors, are entitled to notice of, and to vote at, the meeting. A complete
list of stockholders entitled to notice of, and to vote at, the meeting will be
open to examination by the stockholders beginning ten days prior to the meeting
for any purpose germane to the meeting during normal business hours at the
office of the Secretary of the Company at 80 Cabot Court, Hauppauge, New York
11788.
Whether or not you intend to be present at the meeting, please sign and
date the enclosed proxy and return it in the enclosed envelope. Returning a
proxy will not deprive you of your right to attend the annual meeting and vote
your shares in person.
BY ORDER OF THE BOARD OF DIRECTORS
MARK TUBLISKY
Secretary
Hauppauge, New York
May 18, 2005
ORBIT INTERNATIONAL CORP.
80 CABOT COURT
HAUPPAUGE, NEW YORK 11788
(631) 435-8300
______________________
PROXY STATEMENT
______________________
The accompanying proxy is solicited by the Board of Directors of Orbit
International Corp. (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 a.m., Eastern Daylight
Savings Time, on June 24, 2005, at the Sheraton Long Island, 110 Vanderbilt
Motor Parkway, Smithtown, New York 11788, and any adjournment thereof.
VOTING SECURITIES; PROXIES
The Company will bear the cost of solicitation of proxies. In addition to
the solicitation of proxies by mail, certain officers and employees of the
Company, without additional remuneration, may also solicit proxies personally by
telefax and by telephone. In addition to mailing copies of this material to
stockholders, the Company may request persons, and reimburse them for their
expenses in connection therewith, who hold stock in their names or custody or in
the names of nominees for others to forward such material to those persons for
whom they hold stock of the Company and to request their authority for execution
of the proxies.
One-third of the outstanding shares of Common Stock, par value $.10 per
share (the "Common Stock"), present in person or represented by proxy shall
constitute a quorum at the Annual Meeting. The approval of a plurality of the
outstanding shares of Common Stock present in person or represented by proxy at
the Annual Meeting is required for election of the nominees as directors. In all
matters other than the election of directors, the affirmative vote of the
majority of the outstanding shares of Common Stock present in person or
represented by proxy at the Annual Meeting is required for adoption of such
matters.
The form of proxy solicited by the Board of Directors affords stockholders
the ability to specify a choice among approval of, disapproval of, or abstention
with respect to each matter to be acted upon at the Annual Meeting. Shares of
Common Stock represented by the proxy will be voted, except as to matters with
respect to which authority to vote is specifically withheld. Where the
solicited stockholder indicates a choice on the form of proxy with respect to
any matter to be acted upon, the shares will be voted as specified. Abstentions
and broker non-votes will not effect the outcome of the election of directors or
the ratification of the appointment of the independent auditors. With respect
to all other matters, if any, to be voted on by stockholders at the Annual
Meeting, abstentions will have the same effect as "no" votes, and broker
non-votes will have no effect on the outcome of the vote.`
All shares of Common Stock represented by properly executed proxies which
are returned and not revoked will be voted in accordance with the instructions,
if any, given therein. If no instructions are provided in a proxy, the shares
of Common Stock represented by such proxy will be voted FOR the Board's nominees
for director, FOR the ratification of the appointment of Goldstein Golub Kessler
LLP and in accordance with the proxy-holder's best judgment as to any other
matters raised at the Annual Meeting.
At the close of business on April 15, 2005, there were 3,353,535 shares of
Common Stock outstanding and eligible for voting at the Annual Meeting. Each
stockholder of record is entitled to one vote for each share of Common Stock
held on all matters that come before the Annual Meeting. Only stockholders of
record at the close of business on May 16, 2005, are entitled to notice of, and
to vote at, the Annual Meeting.
This proxy material is being mailed to stockholders commencing on or about May
18, 2005.
REVOCABILITY OF PROXY
A stockholder who has given a proxy may revoke it at any time prior to its
exercise by giving written notice of such revocation to the Secretary of the
Company, executing and delivering to the Company a later dated proxy reflecting
contrary instructions or appearing at the Annual Meeting and taking appropriate
steps to vote in person.
NO DISSENTER'S RIGHTS
Under Delaware law, stockholders are not entitled to dissenter's rights of
appraisal with respect to Proposals 1 or 2.
PROPOSAL 1
ELECTION OF DIRECTORS
The bylaws of the Company provide that each director serves from the date
of election until the next annual meeting of stockholders and until his
successor is elected and qualified. The specific number of directors is set by
a resolution adopted by a majority of the entire Board of Directors. The number
of directors is currently fixed at seven, and the number of directors is
currently seven. The Company has nominated seven persons consisting of Dennis
Sunshine, Bruce Reissman, Mitchell Binder, Arthur Rhein, Bernard Karcinell,
Denis Feldman and Lee Feinberg, each a current Director, for re-election to the
Board of Directors. Proxies cannot be voted for a greater number of persons
than the number of nominees named.
The persons named in the accompanying proxy intend to vote for the election
of the nominees listed herein as directors. Each nominee has consented to serve
if elected. The Board of Directors has no reason to believe that any nominee
will not serve if elected, but if any of them should become unavailable to serve
as a director and if the Board of Directors designates a substitute nominee or
nominees, the persons named as proxies will vote for the substitute nominee or
nominees designated by the Board of Directors.
The following table sets forth certain information with respect to the
nominees and executive officers of the Company and is based on the records of
the Company and information furnished to it by such persons. Reference is made
to "Security Ownership of Certain Beneficial Owners and Management" for
information pertaining to stock ownership by the nominees and executive officers
of the Company.
Name of Nominee Age Position
- ----------------- --- --------
Dennis Sunshine 58 President, Chief Executive Officer and
Director
Bruce Reissman 55 Executive Vice President, Chief Operating
Officer and Director
Mitchell Binder 49 Vice President - Finance, Chief Financial
Officer and Director
Richard A. Hetherington 50 President and Chief Operating Officer of
Tulip Development Laboratory, Inc.
Mark Tublisky 67 Secretary
David Goldman 35 Controller
Arthur Rhein 59 Director
Bernard Karcinell 66 Director
Denis Feldman 57 Director
Lee Feinberg 58 Director
BIOGRAPHICAL INFORMATION
Dennis Sunshine has been President and Chief Executive Officer of the
Company since March 1995 and a director of the Company since 1988. Mr. Sunshine
has held various positions with the Company since 1976, including Secretary and
Vice President of Operations from April 1988 to March 1995 and Director of
Operations from June 1983 to April 1988.
Bruce Reissman has been Executive Vice President and Chief Operating
Officer of the Company since March 1995 and a director of the Company since
1992. Mr. Reissman has held various positions with the Company since 1975,
including Vice President-Marketing from April 1988 to February 1995 and Director
of Sales and Marketing from 1976 to April 1988.
Mitchell Binder has been Vice President-Finance of the Company since 1986
and its Chief Financial Officer since 1983. He has been a director of the
Company since 1985. Mr. Binder has held various positions with the Company
since 1983, including Treasurer and Assistant Secretary from 1983 to March 1995.
Richard A. Hetherington has been President and Chief Operating Officer of Tulip
Development Laboratory, Inc. and TDL Manufacturing, Inc. since their acquisition
by the Company on April 4, 2005. Prior thereto, he had been Chief Executive
Officer of Tulip since 1988.
Mark Tublisky has been Secretary of the Company since March 2003 and has been
President of Behlman Electronics, Inc. since its acquisition by the Company from
Astrosystems, Inc. in 1996. Mr. Tublisky held various positions at
Astrosystems, Inc. from 1969 to 1996, including General Manager of its Automatic
Test Division and then as General Manager of the Behlman Division.
David Goldman has been Controller of the Company since April 2003. Prior
thereto, he was Assistant Controller of Frequency Electronics, Inc., a
commercial and defense electronics supplier, from April 1999 until April 2003
and Accounting Supervisor from May 1995 to April 1999.
Arthur Rhein has been a director of the Company since August 2004. Mr.
Rhein is the Chairman of the Board, President and Chief Executive Officer of
Agilysys, Inc., a distributor and premier reseller of enterprise computer
technology solutions. Mr. Rhein also serves on the Board of Directors of
Kichler Lighting and Magirus and serves on the Executive Committee of the Global
Technology Distribution Council.
Bernard Karcinell has been a Director of the Company since 2000. Mr.
Karcinell is a practicing certified public accountant licensed in Florida since
1989. He also acts as a financial advisor to several individuals and
corporations. Prior thereto, he was a Partner at KPMG LLP and former President
and CEO of Designcraft Jewel Industries and CCR Video Corp.
Denis Feldman has been a Director of the Company since 2000. Mr. Feldman
is currently the founder and President of Market-Matrix, Inc., an e-knowledge
and marketing company and through a strategic relationship, is currently serving
as a Director of Business Development of Magill Associates, Inc., a staffing and
personnel business. He is also the founder and President of
Millennium3Partners, a paperless networking organization. Prior thereto, Mr.
Feldman was a founding member of Corporate National Realty, Inc. a commercial
real estate broker and Senior Director from 1987 to 2002. Mr. Feldman also
serves on the board of directors of several not-for profit organizations.
Lee Feinberg has been a Director of the Company since February 2004. Mr.
Feinberg is currently a Senior Vice President of UBS Financial Services Inc. and
has functional responsibility as the Director of the Private Client Group's
Special Investment Products and Deputy Director of Banking and Transactional
Solutions. Mr. Feinberg has been with UBS Financial Services, formerly
PaineWebber, since 1987.
There are no family relationships among any of the directors or executive
officers of the Company except that Bruce Reissman and Dennis Sunshine are
brothers-in-law. The Company's executive officers serve in such capacity at the
pleasure of the Board.
STOCKHOLDER VOTE REQUIRED
Election of each director requires a plurality of the votes of the shares
of Common Stock present in person or requested by Proxy at the meeting and
entitled to vote on the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS NAMED ABOVE.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors (the "Board") held seven (7) meetings and conducted other
business by unanimous written consent during the fiscal year ended December 31,
2004. All directors attended at least 75% of the meetings held by the Board and
by all committees of the Board. Pursuant to the terms of the Company's
acquisition of Tulip Development Laboratory, Inc. ("Tulip"), Richard A.
Hetherington, Tulip's President and Chief Operating Officer, is entitled to
attend all Board of Directors meetings.
Stockholders may contact the Board by mail addressed to the entire Board, or to
one or more individual directors, at 80 Cabot Court, Hauppauge, New York 11788,
Attn: Secretary. All communications directed to the Board or individual
directors in this manner will be relayed to the intended recipients.
The Board has established an audit, nominating and corporate governance,
compensation and a stock option committee to assist it in the discharge of its
responsibilities. The principal responsibilities of each committee and the
members of each committee are described in the succeeding paragraphs. Actions
taken by any committee of the Board are reported to the Board of Directors,
usually at its next meeting or by written report.
Audit Committee
The Audit Committee of the Board currently consists of Bernard Karcinell,
Lee Feinberg, Denis Feldman and Arthur Rhein, each of whom is independent as
such term is defined in Rule 4200(a)(15) of the Nasdaq listing standards, as
amended. The Board has determined that Bernard Karcinell is an "audit committee
financial expert" as defined by the laws of the Securities and Exchange
Commission ("SEC"). The Audit Committee held five (5) meetings during the
fiscal year ended December 31, 2004. Each year it recommends the appointment of
a firm of independent public accountants to examine the financial statements of
the Company and its subsidiaries for the coming year. In making this
recommendation, it reviews the nature of audit services rendered, or to be
rendered, to the Company and its subsidiaries. The Audit Committee reviews with
representatives of the independent public accountants the auditing arrangements
and scope of the independent public accountants' examination of the financial
statements, results of those audits, their fees and any problems identified by
the independent public accountants regarding internal accounting controls,
together with their recommendations. It also meets with the Company's
Controller to review reports on the functioning of the Company's programs for
compliance with its policies and procedures regarding ethics and those regarding
financial controls and internal auditing. This includes an assessment of
internal controls within the Company and its subsidiaries based upon the
activities of the Company's internal auditing staffs, as well as an evaluation
of the performance of those staffs. The Audit Committee is also prepared to
meet at any time upon request of the independent public accountants or the
Controller to review any special situation arising in relation to any of the
foregoing subjects. Pursuant to the rules mandated by the SEC and the Nasdaq
listing standards, as amended, the Board has adopted an Audit Committee Charter
which sets forth the composition of the Audit Committee, the qualifications of
Audit Committee members and the responsibilities and duties of the Audit
Committee. A current copy of the Audit Committee Charter accompanies the
Company's proxy statement filed on May 27, 2003 as Appendix A.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee was formed in March 2003, held
two (2) meetings during the fiscal year ended December 31, 2004 and currently
consists of Lee Feinberg, Denis Feldman, Bernard Karcinell and Arthur Rhein,
each of whom is independent as such term is defined in Rule 4200(a)(15) of the
Nasdaq listing standards, as amended. The Committee evaluates the appropriate
size of the Board, recommends a change in the composition of members of the
Board to reflect the needs of the business, interviews prospective candidates
and formally proposes the slate of directors to be elected at each Annual
Meeting of Stockholders. A current copy of the Nominating and Corporate
Governance Committee's charter accompanies the Company's proxy statement filed
on April 28, 2004 as Appendix A.
-----------
Although the Nominating and Corporate Governance Committee has not established
minimum qualifications for director candidates, it will consider, among other
factors:
- Broad experience; diversity
- Wisdom and integrity
- Judgment and skill
- Understanding of the Company's business environment
- Experience with businesses and other organizations of comparable size
- Ability to make independent analytical inquiries
- The interplay of the candidate's experience with the experience of
other Board members
- The extent to which the candidate would be a desirable addition
to the Board and any committees of the Board
- Willingness to devote adequate time to the Board
The Nominating and Corporate Governance Committee will consider all director
candidates recommended by stockholders. Any stockholder who desires to recommend
a director candidate may do so in writing, giving each recommended candidate's
name, biographical data and qualifications, by mail addressed to the Chairman of
the Nominating and Corporate Governance Committee, in care of Orbit
International Corp., 80 Cabot Court, Hauppauge, New York 11788. A written
statement from the candidate consenting to being named as a candidate and, if
nominated and elected, to serve as a director, must accompany any stockholder
recommendation. Members of the Nominating and Corporate Governance Committee
will assess potential candidates on a regular basis.
Compensation Committee
The Compensation Committee of the Board currently consists of Denis
Feldman, Arthur Rhein and Bernard Karcinell, each of whom is independent as
such term is defined in Rule 4200(a)(15) of the Nasdaq listing standards, as
amended. The Compensation Committee held three (3) meetings during the fiscal
year ended December 31, 2004. The Committee makes recommendations to the Board
as to the salaries of the President, sets the salaries of the other elected
officers and reviews salaries of certain other senior executives. It grants
incentive compensation to elected officers and other senior executives and
reviews guidelines for the administration of the Company's incentive programs.
The Compensation Committee also reviews and approves or makes recommendations to
the Board on any proposed plan or program which would benefit primarily the
senior executive group.
Stock Option Committee
All activities of the Stock Option Committee for the year ended December
31, 2004 were performed by the Compensation Committee.
AUDIT COMMITTEE REPORT
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process, including the systems of
internal controls. Each member of the committee is an independent director as
determined by our Board of Directors and pursuant to Nasdaq Corporate Governance
Rules. In addition, the Board of Directors has determined that Bernard
Karcinell is an "audit committee financial expert," as defined by SEC rules.
We reviewed with Goldstein Golub Kessler LLP ("GGK"), who are responsible
for expressing an opinion on the conformity of our audited financial statements
with generally accepted accounting principles, their judgments as to the quality
and acceptability of our accounting principles and any other matters that we are
required to discuss under generally accepted auditing standards. In addition,
we have discussed GGK's independence from management and the Company including
matters set forth in the written disclosures required by Independence Standards
Board Standard No. 1 and matters required to be discussed by Statement on
Auditing Standards No. 61 pertaining to communications with the Audit Committee.
We discussed with GGK the overall scope and plans of their audit. We also
discussed with GGK, without management present, the results of their
examinations, their evaluations of our internal controls and the overall quality
of our financial reporting. Relying on the reviews and discussions referred to
above, we recommended to the Board that the audited financial statements be
included in the Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004.
AUDIT COMMITTEE
Bernard Karcinell
Denis Feldman
Lee Feinberg
Arthur Rhein
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, with respect to the Company's fiscal years
ended December 31, 2004, 2003 and 2002, all compensation earned by each person
who is required to be listed pursuant to Item 402(a)(2) of Regulation S-B.
ANNUAL COMPENSATION LONG TERM COMPENSATION
. ------------------- . . . . . . . . ----------------------
. . . . . OTHER ANNUAL RESTRICTED SECURITIES
NAME AND COMPENSATION STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR. SALARY ($) BONUS ($) ($) (1) AWARDS($) OPTIONS (#) COMPNSATION($)(3)
- -------------------- ----- ---------- ------- --------------- ---------- ---------- ----------------
Dennis Sunshine. . . . 2004 382,000 112,000 - 499,000(2) 25,000 32,618
- --------------------- ----- ------- ------- -------------- ---------- ------ -------
President and Chief. . 2003 376,000 103,000 - - 25,000 9,930
- --------------------- ----- ------- ------- -------------- ----------- ------- -------
Executive Officer. . . 2002 356,000 72,000 - - - 7,791
- --------------------- ----- ------- ------- -------------- ----------- ------- -------
Bruce Reissman . . . . . .2004 368,000 112,000 - 499,000(2) 25,000 10,650
- ------------------------ ---- ------- ------- --------------- ---------- ------ ------
Executive Vice President, .2003 341,000 101,000 - - 25,000 8,610
- ------------------------ ---- ------- ------- --------------- ---------- ------ ------
Chief Operating Officer. .2002 302,000 55,000 - - - 6,871
- ------------------------ ---- ------- ------- --------------- ----------- ------ ------
Mitchell Binder. . . . . .2004 287,000 78,000 - 499,000(2) 25,000 8,450
- -------------------------- ---- ------- ------- --------------- ---------- ------ ------
Vice President-Finance . .2003 283,000 73,000 - - 25,000 5,460
- ------------------------- ---- ------- ------- --------------- ---------- ------ ------
and Chief Financial Officer 2002 267,000 35,000 - - - 4,640
- --------------------------- ---- ------- ------- --------------- ---------- ------ ------
Mark Tublisky. . . . . . . 2004 160,000 17,000 - - - 3,260
- --------------------------- ---- ------- ------ --------------- ---------- ------- ------
Secretary (President,. . . .2003 161,000 15,000 - - 19,000 2,461
- --------------------------- ---- ------- ------ --------------- ---------- ------- ------
Behlman Electronics, Inc.) .2002 152,000 9,000 - - - 2,692
- --------------------------- ---- ------- ------ --------------- ---------- ------- ------
__________________
(1) Represents prerequisites and other personal benefits, securities or
property which aggregated to less than $50,000 or 10% of the total annual salary
and bonus paid during the year to the named executive officer.
(2) In October 2004, each of Messrs. Sunshine, Reissman and Binder received
75,000 shares of common stock of the Company, valued at $6.65 per share, the
fair market value of the stock on the date of grant. The shares were awarded as
a retention award to remain with the Company for ten years. The shares are held
in escrow, subject to forfeiture and vest over ten years. The shares vest
provided each officer is still employed, and are subject to acceleration for
death or a change of control (as defined) as follows: (i) 22,500 shares at
October 13, 2007 and (ii) 7,500 shares each year for the years October 13, 2008
through October 13, 2014.
(3) The following table includes: (a) matching contribution made by the
Company pursuant to the Company's 401(k) plan, and (b) premium payments for life
insurance in 2004 and 2003 and the portion of the insurance premium attributable
to the employee and paid by the Company under split dollar insurance policies in
2002.
(A) (B)
PLAN INSURANCE
YEAR CONTRIBUTIONS PREMIUMS TOTAL
---- ------------- -------- -----
Mr. Sunshine 2004 4,000 28,618 32,618
2003 4,000 5,930 9,930
2002 4,146 3,645 7,791
Mr. Reissman 2004 4,000 6,650 10,650
2003 4,000 4,610 8,610
2002 4,098 2,773 6,871
Mr. Binder 2004 4,000 4,450 8,450
2003 4,000 1,460 5,460
2002 3,188 1,452 4,640
Mr. Tublisky 2004 3,260 - 3,260
2003 2,461 - 2,461
2002 2,692 - 2,692
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options
granted to the Named Executive Officers in the Summary Compensation Table above
during the fiscal year ended December 31, 2004:
Number of Percent of
Securities Total Options Exercise
Underlying Granted All or Base
Options Employees in Price Expiration
Name Granted Fiscal Year ($/Share) Date
- ---- ------- ----------- --------- -------
Dennis Sunshine 25,000 33.33% $7.45 6/25/14
Bruce Reissman 25,000 33.33% $7.45 6/25/14
Mitchell Binder 25,000 33.33% $7.45 6/25/14
AGGREGATED OPTION EXERCISES DURING THE FISCAL YEAR ENDED DECEMBER 31, 2003 AND
FISCAL YEAR END OPTION VALUES
The following table sets forth certain information concerning the number
and value of securities underlying exercisable and unexercisable stock options
as of the fiscal year ended December 31, 2004 by the Named Executive Officers.
No options were exercised by any of the Named Executive Officers in the Summary
Compensation Table above during the fiscal year ended December 31, 2004.
NUMBER NUMBER OF SECURITIES
OF SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS AT FISCAL OPTIONS AT FISCAL
EXERCISE(#) REALIZED($) YEAR END(#) YEAR END $ (1)
NAME. . . . . . EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------- --------- -------- ----------- ------------- ----------- -----------
Dennis Sunshine - - 220,833 - 1,742,414 -
- --------------- --------- -------- -------- ------------ ---------- ----------
Bruce Reissman. 3,000 20,649 214,583 - 1,690,727 -
- --------------- --------- -------- -------- ------------ --------- ----------
Mitchell Binder - - 286,287 - 2,322,789 -
- --------------- --------- -------- -------- ------------ --------- ----------
Mark Tublisky . - - 43,749 - 329,971 -
- --------------- --------- -------- -------- ------------ --------- ----------
<FN>
(1) The closing price for the common stock of the Company on December 31, 2004 was $11.27
LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE
None.
EMPLOYMENT AGREEMENTS
Dennis Sunshine entered into an amended and restated employment agreement
with the Company which commenced in February 1999 and was last amended in
February 2004 (the "Sunshine Employment Agreement"). Under the terms of the
Sunshine Employment Agreement, Mr. Sunshine is entitled to receive an annual
base salary of $342,600 (subject to an annual cost of living adjustment) and a
bonus equal to 3.2% of the Company's pre-tax earnings between $500,000 and
$1,000,000; 4% of the Company's pre-tax earnings between $1,000,001 and
$2,000,000; 4.8% of the Company's pre-tax earnings between $2,000,001 and
$3,000,000; and 6% of the Company's pre-tax earnings in excess of $3,000,001.
The Sunshine Employment Agreement provides that the employment of Mr. Sunshine
may be terminated by the Company for "cause." "Cause" is defined as (i) willful
and repeated failure by Mr. Sunshine to perform his duties under the Sunshine
Employment Agreement, which failure is not remedied within 30 days after written
notice from the Company; (ii) conviction of Mr. Sunshine for a felony; (iii) Mr.
Sunshine's dishonesty or willfully engaging in conduct that is demonstrably and
materially injurious to the Company or (iv) willful violation by Mr. Sunshine of
any provision of the Sunshine Employment Agreement which violation is not
remedied within 30 days after written notice from the Company. The Sunshine
Employment Agreement may also be terminated by the Company on not less than
three years' prior notice and contains a provision prohibiting Mr. Sunshine from
competing with the Company for a one year period following termination of his
employment.
Bruce Reissman entered into an amended and restated employment agreement
with the Company which commenced in February 1999 and was last amended in
February 2004 (the "Reissman Employment Agreement"). Under the terms of the
Reissman Employment Agreement, Mr. Reissman is entitled to receive an annual
base salary of $309,500 (subject to an annual cost of living adjustment) and a
bonus equal to 3.2% of the Company's pre-tax earnings between $500,000 and
$1,000,000; 4% of the Company's pre-tax earnings between $1,000,001 and
$2,000,000; 4.8% of the Company's pre-tax earnings between $2,000,001 and
$3,000,000; and 6% of the Company's pre-tax earnings in excess of $3,000,001.
The Reissman Employment Agreement provides that the employment of Mr. Reissman
may be terminated by the Company for "cause" (as defined above). The Reissman
Employment Agreement may also be terminated by the Company on not less than
three years' prior notice.
Mitchell Binder entered into an amended and restated employment agreement
with the Company (the "Binder Employment Agreement") which commenced in February
1999. Under the terms of the Binder Employment Agreement, Mr. Binder is
entitled to receive an annual base salary of $257,500 (subject to an annual cost
of living adjustment) and a bonus equal to 1.6% of the Company's pre-tax
earnings between $500,000 and $1,000,000; 2% of the Company's pre-tax earnings
between $1,000,001 and $2,000,000; 2.4% of the Company's pre-tax earnings
between $2,000,001 and $3,000,000; and 3% of the Company's pre-tax earnings in
excess of $3,000,001. The Binder Employment Agreement provides that the
employment of Mr. Binder may be terminated by the Company for "cause" (as
defined above). The Binder Employment Agreement may also be terminated by the
Company on not less than three years' prior notice.
Mark Tublisky entered into an employment agreement with Behlman Electronics,
Inc. ("Behlman"), a subsidiary of the Company ("Tublisky Employment Agreement"),
in April 1996 that was amended in April 2002 for a period of three years. Under
the terms of the Tublisky Employment Agreement, Mr. Tublisky is currently
entitled to a base salary of $149,000 (subject to an annual cost of living
adjustment) and the right to participate in a bonus pool equal to 5% of the
pre-tax earnings of Behlman. The Tublisky Employment Agreement provides that
the employment of Mr. Tublisky may be terminated for "cause", defined as (i)
fraud, dishonesty or similar malfeasance; (ii) refusal to comply with the
Company's reasonable directions and/or failure to perform any of the material
terms of the Tublisky Employment Agreement; and (iii) alcohol or drug abuse.
Each of the Sunshine Employment Agreement, the Reissman Employment Agreement and
the Binder Employment Agreement (the "Employment Agreements") provide that the
employee is entitled to receive benefits offered to the Company's employees
generally. The Employment Agreements also provide for termination by the
employee on not less than six months' prior notice or upon a "change of control"
(as defined in the Employment Agreements). If the employee terminates his
employment in connection with a change in control of the Company, then the
employee shall be entitled to receive, as termination pay, the maximum amount
that can be paid without any portion thereof constituting an "excess parachute
payment" as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986,
as amended.
On April 4, 2005, Richard A. Hetherington entered into a three-year
employment contract with Tulip Development Laboratory, Inc. ("Tulip") as
President and Chief Operating Officer of Tulip and TDL Manufacturing, Inc. Mr.
Hetherington has the option to extend the employment agreement for an additional
two-year period on the same terms or become a consultant for up to 40 hours per
week. Mr. Hetherington will be employed at Tulip's offices in Quakertown,
Pennsylvania. Mr. Hetherington is being compensated at the rate of $350,000 per
annum subject to cost of living increases. He will also participate in a bonus
pool of Tulip workers. The agreement is terminable for cause (as defined).
However, if Tulip terminates Mr. Hetherington's employment other than for cause
and Mr. Hetherington resigns for good reason (as defined) he shall be entitled
to severance equal to his base salary for the immediate prior year plus bonuses
for such year. Mr. Hetherington agreed not to compete with Tulip during the
term of his agreement.
COMPENSATION OF DIRECTORS
Directors of the Company who are not employed by the Company receive
directors fees of $2,000 per quarter. Employee directors are not compensated for
services as a director. All directors are reimbursed for expenses incurred on
behalf of the Company. Pursuant to the Company's 1995 Stock Option Plan for
Non-Employee Directors, non-employee Directors are entitled to receive annual
grants of options to purchase 1,000 shares of Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Denis Feldman, Bernard
Karcinell and Arthur Rhein, each of whom is a non-employee member of the
Company's Board of Directors, who was never employed by the Company and has no
interlocks with any other Company.
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
The Compensation Committee of the Board of Directors is responsible for
determining the compensation of executive officers of the Company, other than
compensation awarded pursuant to the Company's Plans (defined below) which is
administered by the Stock Option Committee of the Board of Directors. Messrs.
Feldman, Karcinell and Rhein comprise the Compensation Committee.
The Stock Option Committee is responsible for granting and setting the
terms of stock options under the Company's 1995 Stock Option Plan for
Non-Employee Directors, 1995 Employee Stock Option Plan, 2000 Employee Stock
Option Plan and 2003 Employee Stock Incentive Plan (collectively, the "Plans").
The responsibilities of the Stock Option Committee are performed by the
Compensation Committee.
GENERAL POLICIES REGARDING COMPENSATION OF EXECUTIVE OFFICERS
The Company's executive compensation policies are intended (1) to attract
and retain high quality managerial and executive talent and to motivate these
individuals to maximize shareholder returns, (2) to afford appropriate
incentives for executives to produce sustained superior performance, and (3) to
reward executives for superior individual contributions to the achievement of
the Company's business objectives. The Company's compensation structure
consists of base salary, annual cash bonuses and stock options. Together these
components link each executive's compensation directly to individual and Company
performance.
Salary. Base salary levels reflect individual positions, responsibilities,
experience, leadership, and potential contribution to the success of the
Company. Actual salaries vary based on the Compensation Committee's subject
assessment of the individual executive's performance and the Company's
performance.
Bonuses. Executive officers are eligible to receive cash bonuses based on
the Compensation Committee's subject assessment of the respective executive's
individual performance and the performance of the Company. In its evaluation of
executive officers and the determination of incentive bonuses, the Compensation
Committee does not assign quantitative relative weights to different factors and
follow mathematical formula. Rather, the Compensation Committee makes its
determination in each case after considering the factors it deems relevant,
which may include a discretionary bonus during a year of excellent financial
performance or consequences for performance that is below expectations.
Stock Options and Restricted Shares. Stock options and restricted shares,
which are granted at the fair market value of the Common Stock on the date of
grant, are currently the Company's sole long term compensation vehicle. The
stock options and restricted shares are intended to provide employees with
sufficient incentive to manage from the perspective of an owner with an equity
stake in the business.
In determining the size of individual options grants or restricted share
awards, the Compensation Committee considers the aggregate number of shares
available for grant, the number of individuals to be considered for an award
and the range of potential compensation levels that the option awards may yield.
The number and timing of stock option grants and/or restricted share awards to
executive officers are decided by the Stock Option Committee based on its
subjective assessment of the performance of each grantee. In determining the
size and timing of such awards, the Compensation Committee weighs any factors it
considers relevant and gives such factors the relative weight it considers
appropriate under the circumstances then prevailing. While an ancillary goal of
the Compensation Committee in awarding stock options is to increase the stock
ownership of the Company's management, the Compensation Committee does not, when
determining the amount of stock options to award, consider the amount of stock
already owned by an officer. The Committee believes that to do so could have
the effect of inappropriately or inequitably penalizing or rewarding executives
based upon their personal decisions as to stock ownership and option exercises.
In 1993, the Internal Revenue Code was amended to limit the deductibility
of compensation paid to certain executives in excess of $1 million.
Compensation not subject to the limitation includes certain compensation payable
solely because an executive attains performance goals ("performance-based
compensation"). Stock options granted under the 1995 Employee Stock Option Plan
did not qualify as performance-based compensation. The Company's compensation
deduction for a particular executive's total compensation, including
compensation realized from the exercise of stock options, will be limited to $1
million. The Compensation Committee believes that the compensation paid by the
Company in fiscal 2004 will not result in any material loss of tax deductions
for the Company.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Sunshine's base salary and bonus for the fiscal year ended December 31,
2004 was determined by the terms of the Sunshine Employment Agreement which was
entered into in February 1999 and is described elsewhere in this proxy
statement. The Compensation Committee believes that Mr. Sunshine's base salary
level and bonus formula as set forth in the Sunshine Employment Agreement fairly
reflects the outstanding contributions Mr. Sunshine has made to the Company's
market and financial position, as well as Mr. Sunshine's commitment to the
continued success of the Company. In addition, during 2004, the Compensation
Committee awarded Mr. Sunshine (as well as each of the two other senior
executives) an additional discretionary bonus of $30,000 for the Company's
excellent financial performance, as well as a restricted stock award of 75,000
shares that vest over a ten (10) year period. During 2004, Mr. Sunshine also
actively sought new strategic markets for many of the Company's existing and new
products that resulted in a significant increase in revenues and profitability
for 2004, as well as a significant increase in the Company's market
capitalization. Mr. Sunshine identified and actively negotiated an opportunity
for the Company to acquire another entity that was consummated in 2005. In
addition, Mr. Sunshine was instrumental in hiring an investment banker to advise
the Company in its ongoing expansion opportunities and continues to explore
other opportunities that could enhance shareholder value.
COMPENSATION COMMITTEE
Denis Feldman
Arthur Rhein
Bernard Karcinell
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return on the
Common Stock for the last five fiscal years with the cumulative total return on
the Nasdaq Stock Market-U.S. Index and a peer group of comparable companies (the
"Peer Group") selected by the Company over the same period (assuming the
investment of $100 in the Common Stock, the Nasdaq Stock Market-U.S. and the
Peer Group on December 31, 1999, and the reinvestment of all dividends).
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ORBIT INTERNATIONAL, THE NASDAQ
STOCK MARKET-US INDEX AND A PEER GROUP
(in dollars)
Orbit
International Peer
Corp. Group NASDAQ
12/99 100.00 100.00 100.00
12/00 39.78 365.73 60.30
12/01 191.27 290.08 45.49
12/02 330.91 180.41 26.40
12/03 681.82 241.36 38.36
12/04 1,024.55 314.80 40.51
* The Peer Group is comprised of seven companies in the defense
electronics industry - Aeroflex Inc., Megadata Corp., La Barge, Inc., Miltope
Group Inc., DRS Technologies, Inc., Esterline Technologies Corp., and Espey
Manufacturing and Electronics Corp. Such companies were chosen for the Peer
Group because they have similar market capitalizations to the Company and
because they represent the line of business in which the Company is engaged.
Each of the Peer Group issuers is weighted according to its respective market
capitalization.
-19-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is stock ownership information as of April 15, 2005, as to
each person who owns, or is known by the Company to own beneficially (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934), more than 5%
of the Company's 3,353,535 shares of Common Stock issued and outstanding as of
April 15, 2005, and the number of shares of Common Stock owned by its directors,
by all persons named in the Summary Compensation Table and by all officers and
directors as a group.
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
- ------------------------ -------------------- ---------------
Dennis Sunshine (2) 551,863(3) 15.59%
Bruce Reissman (2) 547,603(4) 15.51%
Mitchell Binder (2) 341,724(5) 9.46%
Mark Tublisky 27,083(6) *
Bernard Karcinell 4,331(7) *
Denis Feldman 4,331(7) *
Lee Feinberg 3,083(8) *
Arthur Rhein 2,083(9) *
David Goldman 6,250(10) *
Al Frank Asset Management, Inc. 454,942(11) 13.57%
32392 Coast Highway
Laguna Beach, CA 32651
All officers and directors
as a group 1,488,351 36.99%
(9 persons) (2) (4) (5) (6) (7) (8) (9) (10)
_____________________
* Less than one percent.
(1) Except as otherwise noted in the footnotes to this table, the named
person owns directly and exercises sole voting and investment power over the
shares listed as beneficially owned by such person. Includes any securities
that such person has the right to acquire within sixty days pursuant to options,
warrants, conversion privileges or other rights.
(2) The address of this person is c/o the Company, 80 Cabot Court,
Hauppauge, NY 11788.
(3) Includes 288,173 shares held by Mr. Sunshine's wife, Francine Sunshine,
and 1,250 shares held in her IRA. Also includes options to purchase 187,222
shares of Common Stock and 75,000 restricted shares subject to forfeiture.
(4) Includes options to purchase 177,972 shares of Common Stock and 81,667
restricted shares subject to forfeiture.
(5) Includes options to purchase 258,309 shares of Common Stock and 75,000
restricted shares subject to forfeiture.
(6) Includes options to purchase 27,083 shares of Common Stock.
(7) Includes options to purchase 4,331 shares of Common Stock.
(8) Includes options to purchase 3,085 shares of Common Stock.
(9) Includes options to purchase 2,083 shares of Common Stock.
(10) Includes options to purchase 6,250 shares of Common Stock.
(11) The shares listed in the above stockholders table are limited
to those shares set forth in the Schedule 13D filed by Al Frank Asset
Management, Inc. with the SEC on February 14, 2005.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 2001, the Company completed a sale-leaseback transaction whereby it
sold its land and building and entered into a twelve-year net lease with the
buyer of the property. In connection with this transaction, Corporate National
Realty, Inc., a company that Denis Feldman, a director of the Company, was a
senior managing director, earned a commission of $165,000. The Company had
competitively priced the sale-leaseback transaction with other real estate
brokers and believes the terms of the transaction and the commission paid
thereon was no less favorable than it could have obtained from a third party.
On April 4, 2005, Tulip Development Laboratory, Inc. and TDL Manufacturing,
Inc. entered into a five-year Triple Net Lease for their facilities at 1765
Walnut Lane, Quakertown, Pennsylvania. The landlord is Rudy's Thermo-Nuclear
Devices, a Pennsylvania Limited Partnership whose general partner is an entity
controlled by Richard A. Hetherington, President and Chief Operating Officer of
Tulip. The net rent is $9,100 per month, or $109,200 for the first year
increasing to $10,044, or $120,528 in the last year, with the tenant responsible
for all costs, expenses and obligations of every kind. The tenant has an option
to extend for an additional five-year term at increasing rents.
See sections entitled "Executive Compensation", "Employment Agreements" and
"Compensation Committee Report to Stockholders" with respect to related
transactions between executive officers and the Company.
PROPOSAL 2
INDEPENDENT ACCOUNTANTS
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board Of Directors, upon the recommendation of the Audit Committee, has
appointed Goldstein Golub Kessler LLP ("GGK") as independent accountants for the
Company to audit the books and accounts of the Company for the current fiscal
year ending December 31, 2005.
GGK has a continuing relationship with American Express Tax and Business
Services Inc ("TBS") from which it leases auditing staff who are full time,
permanent employees of TBS and through which its partners provide non-audit
services. As a result of this arrangement, GGK has no full time employees and
therefore, none of the audit services performed were provided by permanent
full-time employees of GGK. GGK manages and supervises the audit and audit
staff, and is exclusively responsible for the opinion rendered in connection
with its examination.
In accordance with the Audit Committee's charter and pursuant to SEC rules,
the Audit Committee reviewed all services performed by GGK for the Company in
its fiscal year ended December 31, 2004, within and outside the scope of their
quarterly and annual auditing function. The aggregate fees billed by the
Company's independent auditors for each of the last two fiscal years are as
follows:
December 31, 2003 December 31, 2004
-------------------- -------------------
Audit Fees $ 135,000 $ 155,000
Audit-related Fees $ 0 $ 0
Tax Fees $ 0 $ 0
All Other Fees $ 40,000 $ 35,000
Other services which solely include Tax Fees have been provided by TBS and total
$30,000 for each the Company's fiscal years ended December 31, 2003 and December
31, 2004.
Representatives of GGK are expected to be available at the meeting to respond to
appropriate questions and will be given the opportunity to make a statement if
they desire to do so. If the stockholders do not ratify the appointment of this
firm, the appointment of another firm of independent certified public
accountants will be considered by the Board of Directors.
AUDIT COMMITTEE PRE-APPROVAL POLICY
In addition to retaining GGK to audit our consolidated financial statements
for the years ended December 31, 2004 and 2003, we retained GGK to provide other
auditing and advisory services to us in our 2004 and 2003 fiscal years. We
understand the need for GGK to maintain objectivity and independence in its
audit of our financial statements. To minimize relationships that could appear
to impair the objectivity of GGK , our audit committee has restricted the
non-audit services that GGK and its aligned company may provide to us primarily
to tax services and merger and acquisition due diligence and audit services, and
has determined that we would obtain even these non-audit services from GGK
and/or its aligned company only when the services offered by GGK and its aligned
company are more effective or economical than services available from other
service providers.
The audit committee also has adopted policies and procedures for
pre-approving all non-audit work performed by GGK and any other accounting firms
we may retain. Specifically, the audit committee has pre-approved the use of GGK
and its aligned company for detailed, specific types of services within the
following categories of non-audit services: merger and acquisition due diligence
and audit services; tax services; internal control reviews; and reviews and
procedures that we request GGK to undertake to provide assurances of accuracy on
matters not required by laws or regulations. In each case, the audit committee
has also set a specific annual limit on the amount of such services which we
would obtain from GGK, and has required management to report the specific
engagements to the committee on a quarterly basis and to obtain specific
pre-approval from the audit committee for all engagements.
THE BOARD OF DIRECTORS DEEMS THE RATIFICATION OF THE APPOINTMENT OF
GOLDSTEIN GOLUB KESSLER LLP AS THE AUDITORS FOR THE COMPANY TO BE IN THE
COMPANY'S BEST INTEREST AND RECOMMENDS A VOTE "FOR" SUCH RATIFICATION.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors and executive officers, and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Common Stock and the
other equity securities of the Company. Officers, directors, and persons who
beneficially own more than ten percent of a registered class of the Company's
equities are required by the regulations of the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 2004, all
Section 16(a) filing requirements applicable to its officers, directors, and
greater than ten percent beneficial owners were complied with.
STOCKHOLDER PROPOSALS
No person who intends to present a proposal for action at a forthcoming
stockholders' meeting of the Company may seek to have the proposal included in
the proxy statement or form of proxy for such meeting unless that person (a) is
a record beneficial owner of at least 1% or $2,000 in market value of shares of
Common Stock, has held such shares for at least one year at the time the
proposal is submitted, and such person shall continue to own such shares through
the date on which the meeting is held, (b) provides the Company in writing with
his name, address, the number of shares held by him and the dates upon which he
acquired such shares with documentary support for a claim of beneficial
ownership and a statement that you intend to continue to hold the shares through
the date of the meeting, (c) notifies the Company of his intention to appear
personally at the meeting or by a qualified representative under Delaware law to
present his proposal for action, and (d) submits his proposal timely. A
proposal to be included in the proxy statement or proxy for the Company's next
annual meeting of stockholders, will be submitted timely only if the proposal
has been received at the Company's executive offices at 80 Cabot Court,
Hauppauge, New York 11788 no later than January 18, 2006. If the date of such
meeting is changed by more than 30 calendar days from the date such meeting is
scheduled to be held under the Company's By-Laws, or if the proposal is to be
presented at any meeting other than the next annual meeting of stockholders, the
proposal must be received at the Company's principal executive office at a
reasonable time before the solicitation of proxies for such meeting is made.
Even if the foregoing requirements are satisfied, a person may submit only
one proposal of not more than 500 words including any accompanying statement. A
supporting statement is required if requested by the proponent for inclusion in
the proxy materials, and under certain circumstances enumerated in the
Securities and Exchange Commission's rules relating to the solicitation of
proxies. The Company may be entitled to omit the proposal and any statement in
support thereof from its proxy statement and form of proxy if the foregoing
eligibility or procedural requirements are not met or some other bases such as
the proposal deals with a matter relating to the Company's ordinary business
operations.
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS
As permitted by applicable law, only one copy of this proxy statement and
annual report is being delivered to stockholders residing at the same address,
unless such stockholders have notified the Company of their desire to receive
multiple copies of this proxy statement or the Company's annual report.
The Company will promptly deliver, upon oral or written request, a separate copy
of this proxy statement and/or the Company's annual report to any stockholder
residing at an address to which only one copy of either such document was
mailed. Requests for additional copies should be directed to the Company's
Secretary, at the Company's corporate offices at Orbit International Corp., 80
Cabot Court, Hauppauge, New York 11788, or by telephone at (631) 435-8300.
Stockholders who share an address can request the delivery of separate copies of
future proxy statements or the Company's annual report upon written request
which should be directed to the Company's Secretary, at the Company's corporate
offices at Orbit International Corp., 80 Cabot Court, Hauppauge, New York 11788
or by telephone at (631) 435-8300.
Stockholders who share an address can request the delivery of a single copy of
this proxy statement or a single copy of the Company's annual report upon
written request. Such request should be directed to the Company's Secretary, at
the Company's corporate offices at Orbit International Corp., 80 Cabot Court,
Hauppauge, New York 11788 or by telephone at (631) 435-8300.
OTHER MATTERS
The Board of Directors is not aware of any other matter other than those
set forth in this proxy statement that will be presented for action at the
meeting. If other matters properly come before the meeting, the persons named
as proxies intend to vote the shares they represent in accordance with their
best judgment in the interest of the Company.
THE COMPANY UNDERTAKES TO PROVIDE ITS STOCKHOLDERS WITHOUT CHARGE A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES FILED THEREWITH. WRITTEN REQUESTS FOR SUCH REPORT SHOULD BE ADDRESSED
TO THE OFFICE OF THE SECRETARY, ORBIT INTERNATIONAL CORP., 80 CABOT COURT,
HAUPPAUGE, NEW YORK 11788.
ORBIT INTERNATIONAL CORP.
ANNUAL MEETING OF STOCKHOLDERS - JUNE 24, 2005
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder in Orbit International Corp. ("Corporation") hereby
constitutes and appoints Dennis Sunshine, Bruce Reissman, and Mitchell Binder,
and each of them, his true and lawful attorneys and proxies, with full power of
substitution in and for each of them, to vote all shares of the Corporation
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held at the Sheraton Long Island, 110 Vanderbilt Motor Parkway, Smithtown,
New York 11788, on Friday, June 24, 2005, at 10:00 a.m., Eastern Daylight
Savings Time, or at any postponement or adjournment thereof, on any and all of
the proposals contained in the Notice of the Annual Meeting of Stockholders,
with all the powers the undersigned would possess if present personally at said
meeting, or at any postponement or adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE NOMINEES LISTED ON THE REVERSE SIDE FOR DIRECTORS AND FOR PROPOSAL 2.
(Continued and to be signed and dated on the other side)
Please mark
your votes
as this
example [X]
THE DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 1
1. Election of Directors FOR All nominees WITHHOLD AUHTORITY
listed (except as to vote for all
marked to the nominees listed
contrary, see at left
instruction below)
Dennis Sunshine, Bruce Reissman,
Mitchell Binder, Arthur Rhein,
Bernard Karcinell, Denis
Feldman and Lee Feinberg [ ] [ ]
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, DRAW A LINE THROUGH THE NAME OF THE NOMINEE ABOVE.
THE DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 2
2. Proposal to ratify Goldstein Golub
Kessler LLP
as independent auditors. For Against Abstain
[ ] [ ] [ ]
3. The above named proxies are granted the authority, in their discretion,
to act upon such other matters as may properly come before the
meeting or any postponement or adjournment thereof.
Dated , 2005
Signature(s)
Signature(s)
Please sign exactly as your name appears on the stock certificate and return
this proxy immediately in the enclosed stamped self-addressed envelope.