Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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
Rule14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Park Electrochemical Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, If Other than
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 transactions
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 paid previously with 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:
APPENDIX to electronically filed Proxy Statement dated June 10,
2002 of Park Electrochemical Corp. listing all graphic
information included in such Proxy Statement:
1. Stock Performance Graph appearing on page 18 of Proxy
Statement dated June 10, 2002 comparing the yearly percentage
change in the cumulative total shareholder return on the
Registrant's Common Stock with the cumulative total return of
the New York Stock Exchange Market Index and a Media General
Financial Services Index for electronic components and
accessories manufacturers comprised of the Company and 266
other companies for the period of the Company's five fiscal
years commencing March 3, 1997 and ending March 3, 2002,
assuming that $100 had been invested in the Company's Common
Stock and each index on February 28, 1997 and that all divi
dends on the Company's Common Stock and on each stock
included in each index were reinvested.
Such graph shows that such $100 invested in the Company's
Common Stock would have had a value of $133.37 on March 1,
1998, $114.83 on February 28, 1999, $96.95 on February 27,
2000, $216.98 on February 25, 2001 and $169.08 on March 3,
2002, that such $100 invested in the Media General Financial
Services Index would have had a value of $120.10, $144.79,
$427.49, $187.13 and $162.10, respectively, on such dates and
that such $100 invested in the New York Stock Exchange Market
Index would have had a value of $132.69, $145.88, $147.72,
$158.52 and $148.85, respectively, on such dates.
PARK ELECTROCHEMICAL CORP.
5 Dakota Drive
Lake Success, New York 11042
Notice of Annual Meeting of Shareholders
July 17, 2002
___
The Annual Meeting of Shareholders of PARK ELECTROCHEMICAL
CORP. (the "Company") will be held at The Bank of New York, One
Wall Street - 47th Floor, New York, New York (attendees must use
the 80 Broadway entrance) on July 17, 2002, at 2:00 o'clock P.M.,
New York time (this time is different from the time of past
meetings), for the purpose of considering and acting upon the
following:
1. The election of five (5) directors to
serve until the next annual meeting of
shareholders and until their successors are
elected and qualified.
2. The approval of the Company's 2002 Stock Option Plan.
3. The transaction of such other business as may properly
come before the meeting.
Only holders of record of Common Stock at the close of
business on May 21, 2002 will be entitled to notice of, and to
vote at, the meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
Stephen E. Gilhuley
Senior Vice President,
Secretary and General Counsel
Dated: June 10, 2002
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF
YOU DO NOT EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THE
ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN
THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
PARK ELECTROCHEMICAL CORP.
5 Dakota Drive
Lake Success, New York 11042
P R O X Y S T A T E M E N T
Annual Meeting of Shareholders
July 17, 2002
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Board") of Park
Electrochemical Corp. (the "Company") of proxies with respect to
the Annual Meeting of Shareholders of the Company to be held on
July 17, 2002, and any adjournment or postponement thereof (the
"Meeting"). Any shareholder giving such a proxy (the form for
which is enclosed with this Proxy Statement) has the power to
revoke the same at any time before it is voted by (i) delivering
written notice of such revocation bearing a later date than the
proxy to the Secretary of the Company, (ii) submitting a later-
dated proxy, or (iii) attending the Meeting and voting in person.
This Proxy Statement and the accompanying form of proxy are
first being mailed on or about June 10, 2002 to all shareholders
of record as of the close of business on May 21, 2002.
VOTING SECURITIES
As of May 21, 2002, the outstanding voting securities of the
Company consisted of 19,514,108 shares of Common Stock, par value
$.10 per share, of the Company (the "Common Stock"), each share
of which, held of record at the close of business on May 21,
2002, is entitled to one vote. Presence in person or by proxy of
holders of a majority of the outstanding shares of Common Stock
will constitute a quorum for the transaction of business at the
Meeting. Abstentions and broker non-votes, if any, will be
included for purposes of determining a quorum. With respect to
the election of directors and the proposed approval of the 2002
Stock Option Plan, abstentions and broker non-votes, if any, will
not be counted as having been voted and will have no effect on
the outcome of the votes, except, in the case of the 2002 Stock
Option Plan, as described elsewhere in this Proxy Statement under
the caption "Approval of the Company's 2002 Stock Option Plan--
Vote Required".
As of May 21, 2002, all executive officers and directors of
the Company as a group (11 persons) beneficially owned an
aggregate of 2,521,104 shares of Common Stock (including options
to purchase an aggregate of 602,749 shares), constituting
approximately 12.5% of the outstanding shares of Common Stock
(giving effect to the exercise of such options).
STOCK OWNERSHIP
Principal Shareholders
The following table sets forth information as of May 21,
2002 with respect to each person (including any "group" of
persons as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), who is known to the Company to be the beneficial owner
(for purposes of the rules of the Securities and Exchange
Commission) of more than 5% of the outstanding shares of Common
Stock as of that date.
<c> <c> <c>
Amount and
Nature of Percent
Name and Address Beneficial of
of Beneficial Owner Ownership Class
Jerry Shore 1,746,042(a) 8.9%
5 Dakota Drive
Lake Success, NY 11042
(a) Includes 90,000 shares of Common Stock which Jerry Shore may
acquire pursuant to options, 168,615 shares owned by a member
of Jerry Shore's family, of which he disclaims beneficial
ownership, and 45,129 shares owned by a foundation, of which
he disclaims beneficial ownership.
</table>
Ownership of Directors and Executive Officers
The following table sets forth information as of May 21,
2002 with respect to shares of Common Stock beneficially owned
(for purposes of the rules of the Securities and Exchange
Commission) by each director and nominee, by each executive
officer of the Company who is identified in the Summary
Compensation table elsewhere in this Proxy Statement and by all
directors, nominees and executive officers of the Company as a
group.
<c> <c> <c>
Amount and
Nature of Percent
Beneficial of
Name of Beneficial Owner Ownership Class
Mark S. Ain 18,750(a) *
Anthony Chiesa 116,250(b) *
Lloyd Frank 19,125(c) *
Brian E. Shore 470,972(d) 2.4%
Jerry Shore 1,746,042(e) 8.9%
Emily J. Groehl 31,405(f) *
John Jongebloed 16,200(g) *
Thomas T. Spooner 29,184(h) *
Gary M. Watson 14,500(i) *
All directors and executive
officers as a group
(11 persons) 2,521,104(j) 12.5%
<fn>
* Less than 1%
(a) Consists of shares which Mark S. Ain may acquire pursuant to
options.
(b) Includes 3,750 shares which Anthony Chiesa may acquire
pursuant to options.
(c) Includes 13,125 shares which Lloyd Frank may acquire
pursuant to options and 3,000 shares owned by a member of Lloyd
Frank's family, of which he disclaims beneficial ownership.
(d) Includes 373,000 shares which Brian E. Shore may acquire
pursuant to options.
(e) See note (a) to the table under "Stock Ownership-Principal
Shareholders" for information with respect to these shares.
(f) Includes 16,696 shares which Emily J. Groehl may acquire
pursuant to options.
(g) Includes 14,400 shares which John Jongebloed may acquire
pursuant to options.
(h) Includes 28,845 shares which Thomas T. Spooner may acquire
pursuant to options.
(i) Includes 13,750 shares which Gary M. Watson may acquire
pursuant to options.
(j) Includes 1,918,355 shares owned by directors, nominees, and
executive officers and 602,749 shares issuable to directors,
nominees and executive officers upon exercise of options that are
exercisable as of May 21, 2002 or become exercisable within 60
days thereafter.
</table>
ELECTION OF DIRECTORS
The Board to be elected at the Meeting consists of five
members. Proxies will be voted in accordance with their terms
and, in the absence of contrary instructions, for the election as
directors of the nominees whose names appear in the following
table, to serve for the ensuing year and until their successors
are elected and qualified. Should any of the nominees not remain
a candidate at the time of the Meeting (a situation which is not
now anticipated), proxies solicited hereunder will be voted in
favor of those nominees who do remain as candidates and may be
voted for substituted nominees. The five nominees who receive a
plurality of the votes cast at the Meeting in person or by proxy
shall be elected. Each of the nominees is presently a member of
the Board.
<table>
<caption>
<s> <c> <c> <c>
Principal Occupation; Positions
and Offices with the Company; Director
Name Other Directorships Age Since
Mark S. Ain Chief Executive Officer and 59 1998
Chairman of the Board of Kronos
Incorporated, a manufacturer of
computerized systems for time and
labor management, Chelmsford,
Massachusetts; and a director of
KVH Industries, Inc. and LTX
Corporation
Anthony Chiesa Former Vice President of the 81 1954
Company
Lloyd Frank Partner, Jenkins & Gilchrist 76 1985
Parker Chapin LLP, New York City;
and director of DryClean, USA
Inc. and Volt Information
Sciences, Inc.
Brian E. Shore President and Chief Executive 50 1983
Officer of the Company
Jerry Shore Chairman of the Board of the 76 1954
Company
____________
<fn>
</table>
Each of the persons named in the above table has had the
principal occupation set forth opposite his name for at least the
past five years. Jenkins & Gilchrist Parker Chapin LLP, a law
firm of which Lloyd Frank is a partner, was retained to provide
counsel to the Company during its last fiscal year and the
Company has retained this firm during its current fiscal year.
There are no family relationships among any of the persons
named in the above table or among any of such persons and any of
the other executive officers of the Company, except that Jerry
Shore is the father of Brian E. Shore.
The Company's Audit Committee currently consists of Mark S.
Ain, Anthony Chiesa and Lloyd Frank. The duties and
responsibilities of the Audit Committee are set forth in a
written charter adopted by the Board, a copy of which was
attached as Appendix A to the Company's Proxy Statement for its
Annual Meeting of Shareholders held on July 18, 2001, as required
by rules of the Securities and Exchange Commission, and are
described elsewhere in this Proxy Statement under the caption
"Other Matters - Audit Committee Report". The Audit Committee
also issues the Audit Committee Report required to be included in
the Company's Proxy Statement by rules of the Securities and
Exchange Commission. The Audit Committee Report for the Company's
2002 fiscal year is set forth under the caption "Other Matters -
Audit Committee Report" elsewhere in this Proxy Statement.
The Company has a Compensation Committee and a Stock Option
Committee, each consisting of Anthony Chiesa, Lloyd Frank and
Jerry Shore. Their functions are described elsewhere in this
Proxy Statement under the caption "Executive Compensation--
Compensation Report". The Company does not have a nominating
committee.
During the Company's last fiscal year, the Board of
Directors met eight times and authorized action by unanimous
written consent on five occasions, the Audit Committee met three
times, the Compensation Committee met once and authorized action
by unanimous written consent once, and the Stock Option Committee
met twice and authorized action by unanimous written consent
once. Each of the directors attended at least 75% of the meetings
held by the Board and each committee thereof of which he was a
member during the Company's last fiscal year.
Each director who is not an employee of the Company or any
of its subsidiaries receives a fee of $10,000 per annum for his
services as a director and is reimbursed for travel expenses
incurred in attending meetings of the Board of Directors of the
Company.
On July 19, 2001, Messrs. Ain, Chiesa and Frank each
received a nonqualified stock option for 3,000 shares of Common
Stock at an exercise price of $23.60 per share under the
Company's 1992 Stock Option Plan, as amended. Each of these
options expires on July 19, 2011, and each is exercisable 25
percent after one year from date of grant, 50 percent after two
years from date of grant, 75 percent after three years from date
of grant and 100 percent after four years from date of grant.
EXECUTIVE COMPENSATION
Summary Compensation
The following table shows the compensation for each of the
three most recent fiscal years for the Company's Chief Executive
Officer and the four other most highly compensated executive
officers who were serving in such capacities at the end of the
Company's most recent fiscal year.
<table>
<caption>
Annual Compensation
----------------------------------
Other
Name and Year Annual
Principal Position (a) Salary Bonus Compensation
<s> <c> <c> <c> <c>
Brian E. Shore(c) 2002 $364,640 $ -0- $-0-
President and Chief 2001 357,760 200,000 -0-
Executive Officer 2000 344,000 175,000 -0-
Emily J. Groehl(d) 2002 214,968 -0- -0-
Senior Vice President, 2001 210,912 175,000 -0-
Sales and Marketing 2000 202,800 125,000 -0-
John Jongebloed(d) 2002 168,173 -0- -0-
Senior Vice President,
Global Logistics
Thomas T. Spooner(d) 2002 161,793 -0- -0-
Senior Vice President, 2001 158,740 90,000 -0-
Corporate and 2000 152,635 75,000 -0-
Technology Development
Gary M. Watson(d) 2002 203,846 -0- -0-
Senior Vice President, 2001 141,698 100,000 -0-
Engineering and
Technology
</table>
<table>
<caption>
Long-Term
Compensation
Awards
Securities
Underlying All Other
Name and Options/ Compensation
Principal Position SARs(#) (b)
<s> <c> <c>
Brian E. Shore(c) 40,000 $ 8,500
President and Chief 75,000 17,000
Executive Officer 60,000 11,200
Emily J. Groehl(d) 15,000 8,500
Senior Vice President, 11,250 17,000
Sales and Marketing 22,500 11,200
John Jongebloed(d) 15,000 8,409
Senior Vice President,
Global Logistics
Thomas T. Spooner(d) 10,000 8,090
Senior Vice President, 11,250 17,000
Corporate and 22,500 11,200
Technology Development
Gary M. Watson(d) 10,000 8,500
Senior Vice President, 22,500 -0-
Engineering and
Technology
<fn>
The salary amounts for Messrs. Shore and Spooner and Ms. Groehl
for the 2002 fiscal year are more than the salary amounts for the
2001 fiscal year not because of any salary increases, but because
the 2002 fiscal year consisted of 53 weeks while the 2001 fiscal
year consisted of 52 weeks; and the salary amount for Mr. Watson
is more for the 2002 fiscal year than for the 2001 fiscal year
because he was employed by the Company for only part of the 2001
fiscal year. None of the named executive officers has received
any salary increase since February 28, 2000.
(a) Information is provided for the Company's fiscal years ended
March 3, 2002, February 25, 2001 and February 27, 2000,
respectively.
(b) Includes the amounts of the Company's annual contributions
to the Company's Employees' Profit Sharing Plan which were
accrued for the accounts of the named executive officers for the
fiscal years shown. These amounts vest in accordance with a
graduated scale based on years of service of the employee with
the Company. Substantially all full-time employees of the Company
and its subsidiaries in the United States participate in the
Company's Employees' Profit Sharing Plan, which is intended to
provide retirement benefits to such employees and which is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The amounts of contributions, if
any, by the Company and its subsidiaries to the accounts of
participating employees are percentages of the eligible
compensation of the participating employees up to a maximum
amount of compensation for each employee established under the
Internal Revenue Code of 1986, which was $170,000 for each of the
Company's two most recent fiscal years and $160,000 for the
fiscal year ended February 27, 2000. The percentages of
compensation contributed to the Plan, which are determined each
year by the Board of Directors of the Company, may vary between
the Company and each subsidiary, but the percentage must be the
same for each participating employee of the Company or the
subsidiary, as the case may be.
(c) The Compensation Committee of the Board awarded Mr. Shore a
performance bonus of $250,000 for the fiscal year ended
February 25, 2001, but Mr. Shore decided to limit his bonus
to $200,000 for 2001 and to waive $50,000 of such bonus.
(d) Ms. Groehl and Mr. Spooner became executive officers of the
Company on May 24, 1999. Mr. Jongebloed became an executive
officer on July 18, 2001, but the salary shown for him is the
salary paid to him by the Company for the entire 2002 fiscal
year. Mr. Watson became an employee and an executive officer
on June 28, 2000, and the salary shown for him for 2001 is
the total amount of salary paid to him by the Company for the
2001 fiscal year. Mr. Spooner's title was Senior Vice
President, Technology until May 2001, and Mr. Watson's title
was Senior Vice President, Engineering until May 2001. Under
the Securities and Exchange Commission's rules regarding the
disclosure of executive compensation, no information is
required to be provided for Messrs. Jongebloed and Watson for
prior years during which such persons were not executive
officers.
</table>
Stock Options
The Company's 1992 Stock Option Plan provided until March
24, 2002 for the grant to key employees of the Company of both
options which qualify as incentive stock options under the
Internal Revenue Code of 1986 and non-qualified stock options.
See "Approval of the Company's 2002 Stock Option Plan" elsewhere
in this Proxy Statement. The 1992 Stock Option Plan is
administered by the Stock Option Committee.
The following table provides information with respect to
options to purchase shares of Common Stock granted pursuant to
the 1992 Stock Option Plan to the named executive officers during
the Company's last fiscal year.
<table>
<caption>
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Number of
Securities % of
Underlying Total
Options/SARs Options/SARs Exercise
Granted Granted to or Base
(#) Employees in Price
Name (a) Fiscal Year ($/sh.) Expiration
Date
<s> <c> <c> <c> <c>
Brian E. Shore 40,000 15.2% $23.60 July 19, 2011
Emily J. Groehl 15,000 5.7% 23.60 July 19, 2011
John Jongebloed 15,000 5.7% 23.60 July 19, 2011
Thomas T. Spooner 10,000 3.8% 23.60 July 19, 2011
Gary M. Watson 10,000 3.8% 23.60 July 19, 2011
</table>
<table>
<caption>
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation for
Option Term (b)
Name 0%($) 5%($) 10%($)
<s> <c> <c> <c>
Brian E. Shore $-0- $593,677 $1,504,493
Emily J. Groehl -0- 222,629 564,185
John Jongebloed -0- 222,629 564,185
Thomas T. Spooner -0- 148,419 376,123
Gary M. Watson -0- 148,419 376,123
<fn>
(a) Options become exercisable 25% one year from the date of
grant with an additional 25% exercisable each succeeding
anniversary of the date of grant. The Company has not granted
stock appreciation rights.
(b) The potential realizable value portion of the foregoing table
illustrates value that might be realized upon exercise of the
options at the expiration of their term, assuming the
specified compounded rates of appreciation on the Company's
Common Stock over the life of the options. This schedule does
not take into account provisions of the options providing for
termination of the option following termination of
employment, nontransferability or vesting over periods of
four years. The dollar amounts under these columns are the
result of calculations at the 5% and 10% rates set by the
Securities and Exchange Commission and therefore are not
intended to forecast possible future appreciation, if any, of
the Company's stock price. The column indicating 0%
appreciation is included to reflect the fact that a zero
percent gain in stock price will result in zero dollars for
the optionee. No gain to the optionees is possible without an
increase in stock price, which will benefit all shareholders
commensurately.
</table>
Aggregated Option Exercises in the Last Fiscal Year and Fiscal
Year-End Option Values
The following table provides information regarding the pre-
tax value realized from the exercise of stock options by the
named executive officers during the Company's last fiscal year
and the value of unexercised options held by the such executive
officers as of the end of such fiscal year.
<table>
<caption>
Shares Number of Securities
Acquired Value Underlying Unexercised
On Exercise Realized Options/SARs at FY-End (#)
Name (#)(a) $(b) Exercisable Unexercisable
<s> <c> <c> <c> <c>
Brian E. Shore 24,000 $482,000 314,250 141,250
Emily J. Groehl 14,709 158,876 5,821 36,188
John Jongebloed -0- -0- 5,212 28,313
Thomas T. Spooner -0- -0- 17,157 30,438
Gary M. Watson -0- -0- 5,625 26,875
</table>
<table>
Value of Unexercised
In-the-Money Optoins/SARs
at FY-End ($)(c)
Name Exercisable Unexercisable
<s> <c> <c>
Brian E. Shore $3,573,497 $1,093,787
Emily J. Groehl 28,340 156,546
John Jongebloed 51,936 168,216
Thomas T. Spooner 165,266 221,897
Gary M. Watson -0- 23,600
<fn>
(a) The Company has not granted stock appreciation rights.
(b) Value realized equals market value of the underlying shares
on the date of exercise, less the exercise price, times the
number of shares acquired, without deducting any taxes paid
by the employee.
(c) Value of unexercised options equals market value of the
shares underlying "in-the-money" options at March 3, 2002
($25.96), less exercise price, times the number of options
outstanding.
</table>
Equity Compensation Plan Information
The following table provides information as of the end of
the Company's most recent fiscal year with respect to
compensation plans (including individual compensation
arrangements) under which equity securities of the Company are
authorized for issuance.
<table>
<caption>
Number of Weighted- Number of
securities to average securities
be issued upon exercise remaining available
exercise of price of for future issuance
outstanding outstanding under equity
options, options, compensation plans
Plan category warrants and warrants and (excluding
rights rights securities
reflected in column
(A))
(A) (B) (C)
<s> <c> <c> <c>
Equity
compensation plans
approved by
security holders
(a) 1,446,463 $19.32 -0-
Equity
compensation plans
not approved by
security holders
(a) -0- -0- -0-
Total 1,446,463 $19.32 -0-
- ---------------
<fn>
(a)The Company's only equity compensation plans are its 1992 Stock
Option Plan, which was approved by the Company's shareholders in
July 1992, and its 1982 Stock Option Plan, which was approved by
the Company's shareholders in July 1982. Authority to grant
additional options under the 1982 Plan expired in 1992, and all
options granted under the 1982 Plan expired in March 2002 or
earlier; and authority to grant additional options under the 1992
Plan expired on March 24, 2002, and all options granted under the
1992 Plan will expire in March 2012 or earlier. See "Approval of
the Company's 2002 Stock Option Plan" elsewhere in this Proxy
Statement.
</table>
Employment and Consulting Agreements
Jerry Shore, Chairman of the Board, was President of the
Company until March 4, 1996 and Chief Executive Officer of the
Company until November 19, 1996. In accordance with the
provisions of an amended and restated employment agreement
between Jerry Shore and the Company, as amended, Jerry Shore is
serving as Chairman of the Board, and effective as of March 3,
1997, the first day of the Company's 1998 fiscal year, he retired
from full-time employment with the Company and commenced serving
as a consultant for a term of five years. In accordance with the
employment agreement, he is being paid an annual consulting fee
equal to 60% of his base salary in effect under the agreement at
the time of his retirement, subject to an indexed cost of living
increase. During the 2002 fiscal year, the Company paid him a
consulting fee of $244,229. In October 1997, in connection with
the Company's agreement to participate in a split dollar life
insurance agreement for Jerry Shore's benefit as discussed below,
Jerry Shore agreed to extend his consulting term for an
additional year and agreed not to compete with the Company during
the consulting term.
In October 1997, the Company entered into a split-dollar
life insurance agreement with a trust established by Jerry Shore
for the benefit of his descendants, of which Jerry Shore's
children, including Brian E. Shore, are the trustees. Pursuant to
this agreement, the Company pays to Jerry Shore an amount equal
to the portion of the annual premiums on two life insurance
policies held in the trust that represents the "economic benefit"
to Jerry Shore calculated in accordance with United States
Treasury Department rules then in effect ($24,492 in the 2002
fiscal year), and the Company pays the balance of the annual
premiums on the policies to the insurers ($104,360 in the 2002
fiscal year). Both policies are joint life policies payable on
the death of the survivor of Jerry Shore and his spouse, with an
aggregate face value of $5 million. The aggregate amount of the
premiums on the policies paid by the Company constitutes
indebtedness from the trust to the Company and is secured by
collateral assignments of the policies. Upon the termination of
the split-dollar life insurance agreement, whether by the death
of the survivor of the insureds or the earlier termination of the
agreement, the Company is entitled to be repaid by the trust the
amount of such indebtedness.
Board and Compensation Committee Report on Executive Compensation
Compensation of the Company's executive officers is composed
of salary, annual cash bonuses, stock options and the Company's
Profit Sharing Plan. The Board has a Compensation Committee which
considers and takes any necessary action regarding the
compensation of the Company's Chief Executive Officer, other than
the grant of stock options or compensation pursuant to plans
administered by the Board. Brian E. Shore, President and Chief
Executive Officer of the Company, determines the annual salary
and cash bonus for each executive officer other than himself. The
Board also has a Stock Option Committee which administers the
Company's Stock Option Plans, including decisions as to the
number of options to grant to each executive officer. The amount
of discretionary contributions to the Profit Sharing Plan for
each fiscal year is determined by the Board of Directors.
Salaries of executive officers are determined based on the
significance of the position to the Company, individual
experience and expertise, individual performance and information
gathered informally as to compensation levels of comparable
companies in the same geographic location as the Company. Brian
E. Shore reviews the salary of each key employee, including
executive officers, annually and makes adjustments as
appropriate.
Decisions as to the award of annual cash bonuses to
executive officers with respect to each fiscal year are made
after the close of the fiscal year. The amount awarded to each
executive officer is based on the Company's overall performance,
individual performance, base salary level, bonuses paid in prior
years and overall equity and fairness.
The Company typically grants stock options under the
Company's Stock Option Plan once each year. The Stock Option
Committee bases its decisions on individual performance, base
salary and bonus levels, recommendations from senior management
and overall equity and fairness.
The Board decides annually the amount of the Company's
contribution to the Profit Sharing Plan. The amount of such
contribution is discretionary, but may not exceed 15% of the
total remuneration paid to eligible employees or such other
amount as is allowed under the Internal Revenue Code of 1986, as
amended (the "Code"). Subject to this limit, the Board determines
the amount to be contributed for each year based on the Company's
overall performance, the amount contributed in prior years and
the amounts of prior contributions recently forfeited by eligible
employees due to termination of employment prior to vesting. The
Profit Sharing Plan is a broad-based plan in which numerous
employees as well as executive officers are eligible to par
ticipate. Once the Company contribution is made, amounts are
allocated to eligible employees in accordance with a formula
based on their remuneration.
The Board, the Compensation Committee, the Stock Option
Committee and Brian E. Shore use no set formulas in making their
determinations and may afford different weight to different
factors for each executive officer. Such weighting may vary from
year to year.
The Board and the Compensation Committee have reviewed the
impact of Section 162(m) of the Code which limits the
deductibility of certain otherwise deductible compensation in
excess of $1 million paid to the Chief Executive Officer and the
other executive officers named in the table set forth under the
caption "Executive Compensation--Summary Compensation" elsewhere
in this Proxy Statement. It is the Company's policy to attempt to
design its executive compensation plans and arrangements to be
treated as tax deductible compensation wherever, in the judgment
of the Board or the Compensation Committee, as the case may be,
to do so would be consistent with the objectives of that
compensation plan or arrangement. Accordingly, the Board and the
Compensation Committee from time to time may consider whether
changes in the Company's compensation plans and arrangements may
be appropriate to continue to fulfill the requirements for
treatment as tax deductible compensation under the Code.
The Board of Directors Compensation Committee and
Stock Option Committee
Mark S. Ain Anthony Chiesa
Anthony Chiesa Lloyd Frank
Lloyd Frank Jerry Shore
Brian E. Shore
Jerry Shore
Compensation Committee Interlocks and Insider Participation
Anthony Chiesa, a member of the Compensation and Stock
Option Committees, is a former Vice President of the Company who
retired in 1977. Lloyd Frank, also a member of such Committees,
is a partner of the law firm Jenkins & Gilchrist Parker Chapin
LLP, which firm was retained to provide counsel to the Company
during its last fiscal year and which the Company has retained
during its current fiscal year. Jerry Shore, the third member of
such Committees, was President of the Company until March 4, 1996
and Chief Executive Officer of the Company until November 19,
1996. Brian E. Shore, a director of the Company who is also an
executive officer of the Company, participated in deliberations
of the Board relating to the amount of the Company's contribution
to the Profit Sharing Plan during the Company's last fiscal year,
and Brian E. Shore determines the annual salary and cash bonus
for each executive officer of the Company, other than himself.
STOCK PERFORMANCE GRAPH
The graph set forth below compares the annual cumulative
total return for the Company's five fiscal years ended March 3,
2002 among the Company, the New York Stock Exchange Market Index
(the "NYSE Index") and a Media General Financial Services index
for electronic components and accessories manufacturers (the
"Group Index") comprised of the Company and 266 other companies.
The companies in the Group Index are classified in the same three-
digit industry group in the Standard Industrial Classification
Code system and are described as companies primarily engaged in
the manufacture of electronic components and accessories. The
returns of each company in the Group Index have been weighted
according to the company's stock market capitalization. The graph
has been prepared based on an assumed investment of $100 on
February 28, 1997 and the reinvestment of dividends (where
applicable).
[Graph to come]
1997 1998 1999 2000 2001 2002
<s> <c> <c> <c> <c> <c> <c>
Park $100.00 $133.37 $114.83 $ 96.95 $216.98 $169.08
Electrochemical
Group Index 100.00 120.10 144.79 427.49 187.13 162.10
NYSE Index 100.00 132.69 145.88 147.72 158.52 148.85
</table>
APPROVAL OF THE COMPANY'S 2002 STOCK OPTION PLAN
At the Meeting, shareholders will be asked to approve the
2002 Stock Option Plan to replace the Company's 1992 Stock Option
Plan, since authority to grant additional options under the 1992
Stock Option Plan expired on March 24, 2002, ten years after the
adoption of such Plan, in accordance with the terms of that Plan.
The Board of Directors of the Company adopted the proposed 2002
Stock Option Plan, subject to shareholder approval, on May 21,
2002.
Since 1961, the Company has had in effect stock option plans
for employees of the Company and its subsidiaries. The Board of
Directors is of the opinion that the 2002 Stock Option Plan, and
its predecessor plans, including the 1982 Stock Option Plan and
the 1992 Stock Option Plan, have been of significant importance
and benefit to the Company and its shareholders in enabling the
Company to attract and retain directors, officers and other key
employees and in increasing their commitment to the Company's
continued success and better aligning their economic interests
with the Company and its shareholders. The Board of Directors
believes that the Company's continued success depends in large
part upon its ability to attract and retain personnel of high
caliber and that one of the most effective means of attaining
these objectives is to afford them an opportunity, through
purchase of shares, to acquire a proprietary interest in the
Company. In the view of the Board of Directors, the proposed 2002
Stock Option Plan will enable the Company to continue to realize
the benefits of stock options.
On May 21, 2002, the Board of Directors adopted the 2002
Stock Option Plan, subject to approval by shareholders at the
Meeting. The 2002 Stock Option Plan became effective upon its
adoption by the Board. Like the 1992 Plan, the 2002 Stock Option
Plan is designed to provide for the grant of options which will
qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and
options which will not qualify as incentive stock options.
The maximum number of shares of the Company's Common Stock
with respect to which options may be granted under the 2002 Stock
Option Plan is 900,000 shares, subject to adjustment (together
with the exercise price of options) to reflect any change in the
Company's outstanding shares by reason of stock dividends, stock
splits, recapitalizations, mergers, consolidations or other
similar events affecting the number or kind of outstanding
shares. Options may be granted under the 2002 Stock Option Plan
to key employees and consultants, including officers and
directors who are employees of the Company or any of its
subsidiaries, and to directors of the Company who are not
employees of the Company or any of its subsidiaries. At May 21,
2002, 161 employees of the Company and its subsidiaries were
participants in the 1992 Stock Option Plan, and approximately 200
employees will be eligible to participate in the 2002 Stock
Option Plan.
The closing price of the Company's Common Stock on the New
York Stock Exchange on May 31, 2002 was $29.65 per share.
Summary of 2002 Stock Option Plan
The following summary of the material features of the 2002
Stock Option Plan (the "Plan") does not purport to be complete
and is qualified in its entirety by the terms of the Plan.
The primary objective of the Plan is to promote shareholder
value by providing appropriate incentives to employees and
certain other individuals who perform services for the Company
and its affiliates.
The Plan is administered by the Board or by a committee of
one or more members appointed by the Board (the "Committee"). At
present, the Committee consists of Messrs. Lloyd Frank, Anthony
Chiesa and Jerry Shore. The Plan provides for the granting of
stock options to key employees and consultants, including
officers and directors of the Company or any of its subsidiaries,
whether or not such directors are employees of the Company or any
of its subsidiaries. The Committee has authority to determine the
individuals to receive options, the number of shares subject to
each option, whether options shall be incentive stock options or
non-qualified stock options and other pertinent terms and
provisions of the options. The Committee also has authority to
make all other determinations that it decides are necessary or
desirable in the interpretation and administration of the Plan.
The Plan provides that, without the prior approval of the
Company's shareholders, options granted under the Plan may not be
repriced by lowering the exercise price thereof, or by
cancellation of outstanding options with subsequent replacement,
or regrant of options with lower exercise prices.
Options granted under the Plan will be subject to, among
other things, the following terms and conditions:
(i) The option price per share will be determined
by the Committee but will not be less than 100% of the
fair market value of the Common Stock on the date the
options are granted. The option price will be payable
in full upon exercise in cash, shares of Common Stock
or any combination thereof. The Committee may, in its
discretion, include a provision in a particular option
to allow the holder to surrender such option in whole
or in part in lieu of the exercise of such option if
the fair market value of the shares of Common Stock
subject to such option exceeds the option price and to
receive a payment in cash, shares of Common Stock or a
combination of cash and shares of Common Stock equal to
the amount by which such fair market value exceeds the
option price.
(ii) Options may be granted for terms up to but
not exceeding ten years, in the case of incentive stock
options, and ten years and one month, in the case of
non-qualified stock options.
(iii) Incentive stock options may not be granted
under the Plan to any employee or director who, at the
time of grant, owns stock possessing more than 10% of
the total combined voting power of all classes of stock
of the Company or of any subsidiary or of a parent of
the Company unless the option price is at least 110% of
the fair market value of the Common Stock on the date
the option is granted and the term of the option does
not exceed five years from the date of grant.
(iv) In addition, the aggregate fair market value
of the shares of Common Stock as to which incentive
stock options may be granted under the Plan (and any
other incentive stock options satisfying the
requirements of the Code granted under any other plan
of the Company and its subsidiaries and any parent of
the Company) which options are exercisable for the
first time by any particular optionee during any
calendar year shall not exceed $100,000.
(v) An option may not be transferred other than by
will or by the laws of descent and distribution, and an
option may be exercised during the holder's lifetime
only by the holder.
(vi) If any optionee's employment or service as a
director or consultant is terminated for any reason
other than disability or death, unless otherwise
provided in connection with the grant of a particular
option, the option may be exercised only within three
months after such termination (but not after the date
the option would otherwise expire) to the extent shares
were purchasable at the date of termination; provided
that if the optionee's employment or service as a
director or consultant is terminated for cause or
without the consent of the Company, the option shall
(to the extent not previously exercised) terminate
immediately.
(vii) If an optionee's employment or service as a
director or consultant is terminated by reason of
disability, unless otherwise provided in connection
with the grant of a particular option, the option may
be exercised, to the extent that the optionee was
entitled to do so at the termination of his employment
or service as a director or consultant, at any time
within one year after such termination (but not after
the date the option would otherwise expire).
(viii) In the case of the death of an optionee
while employed or while serving as a director or
consultant or within three months after termination of
his employment or service as a director or consultant
(unless such termination was for cause or without the
consent of the Company), unless otherwise provided in
connection with the grant of a particular option, the
option may be exercised by the optionee's executor,
administrator or other persons entitled by law to his
rights under the option, to the extent the optionee was
entitled to do so at the date of his death, at any time
within six months after the date of such death (but not
after the date the option would otherwise expire).
(ix) In connection with the termination of
employment or service as a director or consultant of
any particular optionee, as described in paragraph (vi)
or (vii) above and in connection with the death of any
particular optionee as described in paragraph (viii)
above, the Committee may, in its discretion, permit a
longer period for exercise of an option than that
referred to in paragraph (vi), (vii) or (viii) above,
as the case may be, or permit such option to be
exercisable in whole or in part with respect to shares
of Common Stock as to which such option was not
otherwise exercisable at the time of such termination,
disability or death, as the case may be. Any such
action of the Committee with respect to incentive stock
options is subject to the limitations provided by the
Code.
The Board shall make appropriate adjustments in the number
and kind of shares or other property and option price of shares
subject to outstanding options and in the number and kind of
shares or other property available for option under the Plan in
the event of any stock dividend, recapitalization, merger,
consolidation, split-up, subdivision, combination or exchange of
shares or the like.
Unless otherwise determined by the Board or the Committee at
the time of grant, each option will become fully exercisable upon
the occurrence of a Change in Control, as defined in the Plan.
Upon the expiration or termination of unexercised options,
shares of Common Stock subject thereto will again be available
for grant under the Plan. No options may be granted under the
Plan after May 21, 2012. Options outstanding on such date shall,
however, in all respects continue subject to the Plan.
The Board or the Committee may, at any time, suspend or
terminate the Plan or revise or amend it in any respect
whatsoever, provided, however, that the requisite stockholder
approval shall be required if and to the extent the Board or
Committee determines that such approval is appropriate or
necessary for purposes of satisfying Sections 162(m) or 422 of
the Code or Rule 16b-3 under the Securities Exchange Act of 1934,
as amended from time to time, or other applicable law or
requirement.
The Plan contains a provision that allows the Committee to
provide for special terms for grants of options to employees who
are foreign nationals or who are employed by the Company or any
subsidiary of the Company outside the United States. This
provision will facilitate the making of grants under the Plan to
persons located outside the United States in that the Committee
can authorize that special terms be contained in options that may
be necessary or appropriate to accommodate differences in local
law, tax policy or custom. The Committee may also approve
supplements to or amendments, restatements or alternative
versions of the Plan as it may consider necessary or appropriate
for making such grants. No special terms, supplements, amendments
or restatements, however, will include any provision that is
inconsistent with the terms of the Plan unless the Plan could
have been amended to eliminate the inconsistency without further
approval by the shareholders of the Company.
United States Federal Income Tax Consequences
The following is a summary of the United States federal
income tax consequences under current tax law (without regard to
any proposed changes, which may be retroactive in effect) with
respect to incentive stock options and non-qualified stock
options granted to U.S. employees and directors. For this
purpose, it is assumed that the shares acquired pursuant to the
exercise of any option are held by the optionee as a capital
asset. Certain other rules not discussed here apply to the use of
previously acquired shares of Common Stock in payment of the
option exercise price.
Incentive Stock Options
In general, no taxable income will be recognized by an
optionee upon the grant or exercise of an incentive stock option.
The optionee's tax basis in the shares received on the exercise
of such an option will be equal to the option price paid by the
optionee for such shares.
If the shares received upon the exercise of any incentive
stock options are held for more than one year after the date of
transfer of such shares to the optionee and more than two years
from the date of grant of the option, any gain or loss recognized
by the optionee on the subsequent sale of the stock will be a
long-term capital gain or loss, as the case may be.
If the shares received upon the exercise of an incentive
stock option are disposed of prior to the end of such holding
periods, an amount equal to the excess (if any) of (a) the lower
of the disposition price or the fair market value of such shares
on the date of exercise of the incentive stock option, over (b)
the optionee's tax basis in such shares will be treated as
ordinary income, and any further gain will be a short-term or
long-term capital gain depending upon the period the shares were
held. Any loss on the disposition of such shares will be a short-
term or long-term capital loss depending upon the period the
shares were held.
The Company will not receive any tax deduction on the grant
or exercise of an incentive stock option. However, the Company
will be entitled to a tax deduction in the amount of any ordinary
income recognized by an optionee.
Non-Qualified Options
No taxable income will be recognized by an optionee upon the
grant of a non-qualified stock option. Upon the exercise of the
option, the excess of the fair market value of the shares at the
time of such exercise over the exercise price will be treated as
compensation. Any amounts treated as compensation (i) will be
taxable as ordinary income to the optionee and (ii) generally
will be allowed as an income tax deduction to the Company. The
optionee's tax basis for shares acquired upon exercise of the
option will be increased by any amounts so treated as
compensation.
Any gain or loss realized by an optionee on the subsequent
sale of shares acquired upon the exercise of a non-qualified
stock option will be short-term or long-term capital gain or loss
depending on the period the shares were held.
Cancellation or Surrender
Consideration received by an optionee upon the surrender to,
or cancellation by, the Company of either an incentive or non-
qualified stock option will be taxable as ordinary income to the
optionee and generally allowed as an income tax deduction to the
Company.
Alternative Minimum Tax
In addition to the federal income tax consequences described
above, an optionee may also be subject to the federal alternative
minimum tax. In general, upon the exercise of any incentive stock
option an amount equal to the excess of the fair market value of
the shares acquired on the exercise date over the exercise price
will be treated as an item of adjustment for purposes of the
alternative minimum tax. If, however, the shares are disposed of
in the same taxable year in which the exercise occurs, the
maximum amount that will be treated as an item of adjustment will
be an amount equal to the excess of the amount received upon such
disposition over the exercise price.
New Plan Benefits
Options under the Plan will be granted at the sole
discretion of the Committee and performance criteria, if any, may
vary from year to year and from participant to participant.
Therefore, benefits under the Plan are not determinable.
Compensation paid and other benefits granted to directors and
executive officers of the Company for the 2002 fiscal year are
set forth under the captions "Election of Directors" and
"Executive Compensation" elsewhere in this Proxy Statement.
Vote Required
The affirmative vote of a majority of the votes cast at the
Meeting is required to approve the Plan, provided that the total
votes cast represent a majority of the outstanding shares of
Common Stock. For purposes of determining whether the total votes
cast represent a majority of the outstanding shares of Common
Stock, abstentions and broker non-votes are considered to be
shares entitled to vote and will therefore make it more difficult
to meet this requirement.
The Board of Directors recommends that shareholders vote FOR
the approval of the 2002 Stock Option Plan. Proxies will be voted
in accordance with their terms and, in the absence of contrary
instructions, for the approval of the Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's
officers and directors, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities
and Exchange Commission and the New York Stock Exchange.
Officers, directors and greater than 10 percent shareholders are
required by regulations of the Securities and Exchange Commission
to furnish the Company with copies of all Section 16(a) reports
they file. Based solely on a review of the copies of such reports
furnished to the Company, or written representations that no Form
5 reports were required, the Company believes that all Section
16(a) filing requirements applicable to its officers, directors
and greater than 10 percent beneficial owners were complied with
during the 2002 fiscal year.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the year
2003 Annual Meeting of Shareholders pursuant to Rule 14a-8 under
the Exchange Act must be received by the Company at the Company's
principal executive offices for inclusion in the Proxy Statement
and form of Proxy relating to that meeting by February 9, 2003.
In order for shareholder proposals made outside of Rule 14a-8
under the Exchange Act to be considered "timely" within the
meaning of Rule 14a-4(c) under the Exchange Act, such proposals
must be received by the Company at the Company's principal
executive offices by April 18, 2003. The Company's By-Laws
require that proposals of shareholders made outside of Rule 14a-8
under the Exchange Act must be submitted, in accordance with the
requirements of the By-Laws, not later than April 18, 2003 and
not earlier than March 19, 2003.
OTHER MATTERS
Audit Committee Report
The Securities and Exchange Commission's rules now require the
Company to include in its Proxy Statement a report from the Audit
Committee of the Board. The following report concerns the
Committee's activities regarding oversight of the Company's
financial reporting and auditing process.
Notwithstanding anything to the contrary in any of the Company's
previous or future filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that
might incorporate this Proxy Statement into future filings with
the Securities and Exchange Commission, in whole or in part, the
following report shall not be deemed to be incorporated by
reference into any such filing.
__________________
The Audit Committee assists the Board in fulfilling its oversight
responsibilities with respect to the accounting, auditing,
financial reporting and internal control functions of the Company
and its subsidiaries. The Board of Directors has determined that
all members of the Audit Committee are "independent", as required
by the rules of the New York Stock Exchange. The Committee
functions pursuant to a Charter that has been adopted by the
Board, as required by rules of the New York Stock Exchange and
the Securities and Exchange Commission, a copy of which was
attached as Appendix A to the Company's Proxy Statement for its
Annual Meeting of Shareholders held on July 18, 2001, as required
by rules of the Securities and Exchange Commission.
As set forth in the Charter, management of the Company is
responsible for the preparation, presentation and integrity of
the Company's financial statements, and for maintaining
appropriate accounting and financial reporting principles and
policies and internal controls and procedures designed to provide
reasonable assurance of compliance with accounting standards and
applicable laws and regulations. The independent accountants are
responsible for planning and carrying out an audit in accordance
with generally accepted auditing standards and expressing an
opinion as to the conformity of the financial statements with
generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee
has reviewed and discussed the audited financial statements for
the fiscal year ended March 3, 2002 with management and with
Ernst & Young LLP, the Company's independent public accountants
for the 2002 fiscal year. The Audit Committee has also received
from the independent accountants a letter pursuant to Statement
on Auditing Standards No. 61, Communication with Audit
Committees, as currently in effect, and has discussed the matters
referred to in such letter with the independent accountants. The
Audit Committee has also received the written disclosures and the
letter from the independent accountants required by Independence
Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as currently in effect. The Audit Committee has
considered whether the provision of non-audit services by the
independent accountants to the Company is compatible with
maintaining the accountants' independence and has discussed with
Ernst & Young LLP their independence.
The members of the Audit Committee are not professionally engaged
in the practice of auditing or accounting. The Audit Committee's
considerations and discussions referred to above do not assure
that the audit of the Company's financial statements for the
fiscal year ended March 3, 2002 has been carried out in
accordance with generally accepted auditing standards, that the
financial statements are presented in accordance with generally
accepted accounting principles or that the Company's accountants
are in fact "independent".
Based upon the review and discussions described in this Report,
and subject to the limitations on the role and responsibilities
of the Audit Committee referred to above and in the Charter, the
Audit Committee has recommended to the Board that the audited
financial statements be included in the Company's Annual Report
on Form 10-K for the fiscal year ended March 3, 2002 for filing
with the Securities and Exchange Commission.
Audit Committee
Mark S. Ain
Anthony Chiesa
Lloyd Frank
Audit and Other Fees
The aggregate fees billed by Ernst & Young, LLP for services
rendered for the audit of the Company's annual financial
statements for the most recent fiscal year and the reviews of the
quarterly financial statements included in the Company's Form 10-
Q Quarterly Reports filed with the Securities and Exchange
Commission for the most recent fiscal year were $402,925. The
aggregate fees billed for services rendered by Ernst & Young,
LLP, other than audit services, were $157,008, including fees for
audit related services of $22,431 and fees for non-audit services
of $134,577. Audit related services included statutory audits of
foreign subsidiaries and the annual audit of the Company's
Employees' Profit Sharing and 401(k) Retirement Savings Plan, and
non-audit services included tax advice and services, legal
services in Europe and litigation assistance. Ernst & Young, LLP
did not render financial information systems design and
implementation services to the Company for the most recent fiscal
year.
Auditors
Upon the recommendation of the Audit Committee, the Board
has appointed Ernst & Young LLP, the Company's independent
auditors for the past fiscal year, as the auditors of the Company
for the current fiscal year. A representative of Ernst & Young
LLP is expected to be present at the Annual Meeting and will have
an opportunity to make a statement if such representative so
desires and will be available to respond to appropriate ques
tions.
Directors' and Officers' Liability Insurance
The Company has for many years maintained directors' and
officers' liability insurance and fiduciary liability insurance
covering the directors and officers of the Company and its
subsidiaries against certain claims arising out of their service
to the Company and its subsidiaries and to certain employee
benefit plans of the Company and its subsidiaries. The current
directors' and officers' liability insurance policy runs for a
period of three years expiring May 17, 2003 at a total three-year
cost of $220,500; and the current fiduciary liability insurance
policy runs for a period of one year expiring June 17, 2003 at a
one-year cost of $22,000.
Proxy Solicitation
The Company will bear the expense of proxy solicitation.
Directors, officers and employees of the Company and its
subsidiaries may solicit proxies by mail, telephone, telegraph,
facsimile or in person (but will receive no additional
compensation for such solicitation). The Company also has
retained D. F. King & Co., Inc., New York, New York, to assist in
the solicitation of proxies in the same manner at an anticipated
fee of approximately $6,000, plus reimbursement of certain out-of-
pocket expenses. In addition, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward
the soliciting material to beneficial owners and to obtain
authorizations for the execution of proxies, and if they in turn
so request, the Company will reimburse such brokerage houses and
other custodians, nominees and fiduciaries for their expenses in
forwarding such material.
Other Matters to be Presented to the Meeting
The Board does not know of any other matters to be brought
before the Meeting. If any other matters not mentioned in this
Proxy Statement are properly brought before the Meeting,
including matters incident to the conduct of the Meeting or
relating to the adjournment thereof, the persons named in the
enclosed proxy intend to vote such proxy in accordance with their
best judgment on such matters.
Annual Report
The Annual Report, including financial statements, of the
Company for the fiscal year ended March 3, 2002 is enclosed
herewith but is not a part of the proxy soliciting material.
By Order of the Board of Directors,
Stephen E. Gilhuley
Senior Vice President,
Secretary and General Counsel
Dated: June 10, 2002
[PROXY CARD]
PARK ELECTROCHEMICAL CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS July 17, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints ANTHONY
CHIESA, LLOYD FRANK and BRIAN E. SHORE, and each of them, the
attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of
PARK ELECTROCHEMICAL CORP. (the "Company") to be held at The Bank
of New York, One Wall Street, New York, New York on July 17, 2002
at 2:00 o'clock P.M., New York time, and any adjournments or
postponements thereof, to vote all the shares of Common Stock of
the Company which the undersigned would be entitled to vote if
personally present upon the following matters:
The Board of Directors recommends a vote "FOR" proposals 1
and 2.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the
contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
below.
MARK S. AIN, ANTHONY CHIESA, LLOYD FRANK,
BRIAN E. SHORE and JERRY SHORE
(INSTRUCTION: To withhold authority to vote for any
individual nominee, check the "FOR" box above and write
the nominee's name in the space provided below.)
____________________________________________________________
2. APPROVAL OF 2002 STOCK OPTION PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The transaction of such other business as may properly come
before the meeting.
Each properly executed proxy will be voted in accordance with
specifications made hereon. If no specification is made, the
shares represented by this Proxy will be voted "FOR" the
nominees, "FOR" the proposed 2002 Stock Option Plan, and in the
discretion of the Proxies on any other business as may properly
come before the meeting.
The undersigned hereby acknowledges receipt of the Company's
2002 Annual Report and the accompanying Notice of Meeting and
Proxy Statement and hereby revokes any proxy or proxies
heretofore given.
Dated:_______________________, 2002
___________________________________
___________________________________
(Signature(s) of Shareholder(s))
Please date and sign exactly as
name appears hereon. Executors,
administrators, trustees, etc.
should so indicate when signing. If
shares are held jointly, both
owners should sign.