SCHEDULE 14A INFORMATION
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14(a)-11(c) or
Section 240.14a-12
TENNEY ENGINEERING, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per exchange Act Rules 14a-6(i)(4)
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 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:
TENNEY ENGINEERING, INC.
PROXY
Proxy Solicited by Board of Directors for Annual Meeting of
Shareholders
The undersigned hereby appoints SAUL S. SCHIFFMAN and ROBERT
S. SCHIFFMAN and each of them, proxies and attorneys, with full
power of substitution at the Annual Meeting of Shareholders of
TENNEY ENGINEERING, INC. (the "Company") to be held at the offices
of the Company, 1090 Springfield Road, Union, New Jersey 07083, at
9:15 a.m. on Friday May 24, 1996, and any adjournment, with
authority to vote all the Common Stock of said Company which the
undersigned is entitled to vote as follows:
1. ELECTION OF 1 DIRECTOR FOR the nominee WITHOUT AUTHORITY
to serve until the listed below (except to vote for the
third annual meeting as marked to the nominee listed
after his election: contrary below) below
David C. Schiffman
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee write that nominee's name in the space provided below.)
PLEASE SIGN AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE
(Continued and to be signed on reverse side)
2. FOR AGAINST ABSTAIN The approval of an
amendment to the Restated Certificate of Incorporation of the
Company to increase the number of authorized shares of capital
stock and reduce the par value of authorized and issued shares.
3. In their discretion, on such other business as may properly come
before the meeting or any adjournment.
Every properly signed proxy will be voted by the proxies in
accordance with the specifications made thereon. If no
specification is made, it is the intention of the proxies to vote
this proxy FOR the election of Directors and FOR Proposal 2.
Receipt is acknowledged of the Notice of Annual Meeting and
Proxy Statement of the Company dated April , 1996.
Dated: , 1996
Signature(s) of Shareholder(s)
Note: Executors, administrators, trustees, and others signing in
a representative capacity should indicate the capacity in which
they sign. If shares are held jointly, EACH holder should sign.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.
TENNEY ENGINEERING, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 24, 1996
NOTICE IS HEREBY GIVEN, that the Annual Meeting of
Shareholders of Tenney Engineering, Inc., a New Jersey corporation
(the "Company") will be held at the offices of the Company, 1090
Springfield Road, Union, New Jersey 07083 on Friday, May 24, 1996,
at 9:15 a.m., local time, to consider and act upon the following
matters:
1. To elect one (1) Director of the Company to serve
until the third succeeding annual meeting after his election
and until his respective successors are duly elected and
qualified.
2. To consider approval of an amendment to the Restated
Certificate of Incorportion of the Company increasing the
authorized number of shares of preferred stock of the Company
from 1,000,000 shares, $1 par value per share, to 5,000,000
shares, $.01 par value per share, and to increase the
authorized number of shares of Common Stock from 10,000,000
shares, $.10 par value per share, to 50,000,000 shares, par
value $.01 per share.
3. To transact such other business as may properly come
before the meeting and any and all adjournments thereof.
The Board of Directors has fixed the close of business on
March 29, 1996 as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting and
any adjournments thereof.
You are cordially invited to attend the meeting in person.
Whether or not you plan to attend the meeting, you are urged to
complete, date and sign the enclosed proxy and mail it promptly in
the return envelope provided for this purpose.
By order of the Board of Directors
SAUL S. SCHIFFMAN
March 1996 Secretary
1090 Springfield Road
Union, New Jersey 07083
ALL SHAREHOLDERS ENTITLED TO VOTE AT THE MEETING ARE REQUESTED TO
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY TO
TENNEY ENGINEERING, INC., 1090 SPRINGFIELD ROAD, UNION, NEW JERSEY
07083. A RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES, IS ENCLOSED FOR THIS PURPOSE.
TENNEY ENGINEERING, INC.
1090 Springfield Road
Union, New Jersey 07083
Tel. No. (908) 686-7870
PROXY STATEMENT
Annual Meeting of Shareholders
May 24, 1996
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Tenney
Engineering, Inc., a New Jersey corporation (the "Company"), for
use at the Annual Meeting of Shareholders to be held at the offices
of the Company, 1090 Springfield Road, Union, New Jersey 07083, on
Friday, May 24, 1996, at 9:15 a.m., local time. The approximate
date on which the form of proxy and this proxy statement are first
being mailed to shareholders is April , 1996.
You are requested to complete, sign and date the accompanying
proxy and return it promptly to the Company in the enclosed
envelope. The enclosed proxy may be revoked at any time before it
is exercised, by written notice to the Company bearing a later date
than the proxy, provided said notice is received by the Company
prior to the start of the meeting.
Furthermore, any shareholder attending the meeting may vote in
person whether or not they had previously submitted a proxy. Where
instructions are indicated, proxies will be voted in accordance
therewith. Where no instructions are indicated, proxies will be
voted FOR the nominee for Director set forth below, FOR the
approval of an amendment to the Certificate of Incorporation of the
Company increasing the authorized number of shares of the Company,
and with regard to all other matters as recommended by the Board of
Directors or, if no such recommendation is given, in the discretion
of the proxy holders. Election of the directors will require a
plurality of the votes cast at the meeting by the holders of shares
entitled to vote thereon.
The Board of Directors has fixed the close of business on
March 29, 1996, as the record date for the determination of
shareholders who are entitled to notice of and to vote at the
meeting. The presence at the Annual Meeting, in person or by
proxy, of the holders of a majority of the shares outstanding on
March 29, 1996 will constitute a quorum. The Company has
outstanding on March 29, 1996, and entitled to vote with respect to
all matters to be acted upon at the meeting, 3,685,592 shares of
common stock, $.10 par value ("Common Stock"), each of which was
entitled to one vote on all matters to come before the meeting.
The cost of preparing, assembling and mailing this proxy
statement, the notice of meeting and the enclosed proxy is to be
borne by the Company.
In addition to the solicitation of proxies by use of the
mails, the Company may utilize the service of some of the officers
and regular employees of the Company (who will receive no
compensation therefor in addition to their regular salaries) to
solicit proxies personally and by telephone and telegraph. The
Company may request banks, brokers, and other custodians, nominees
and fiduciaries to forward copies of the proxy material to their
principals and to request authority for the execution of proxies.
PRINCIPAL SHAREHOLDERS
As of February 29, 1996, the following have advised the
Company that they are beneficial owners of more than five (5)
percent of the outstanding shares of the Company's Common Stock:
Name and Address of Amount Beneficially Owned Percentage
Beneficial Owner as of February 29, 1996 of Class
Robert S. Schiffman 426,309 11.4%
1090 Springfield Road
Union, New Jersey 07083
(1) Includes 65,000 shares which Mr. Schiffman may purchase under
the 1995 Incentive Stock Option Plan.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation classifies the
Board of Directors into three classes, each of which is elected for
a three-year term. One director is to be elected at the annual
meeting, to serve until the 1999 Annual Meeting of the Shareholders
and until his successor is elected and qualified. The Board has
nominated David C. Schiffman, a director whose term is expiring,
for re-election to the Company's Board of Directors at the 1996
Annual Meeting, for a term of three years, to expire at the annual
meeting in 1999 and until his successor is elected and qualified.
The term of the other three directors will continue as indicated
below. Mr. Schiffman was elected to his present term as Director
by shareholders in May 1993.
If such nominee should be unable to serve, an event not now
anticipated, the proxies will be voted for such persons, if any, as
shall be designated by the Board of Directors to replace such
nominee.
A description of the nominee and incumbent directors is
provided below:
Position with the Company Year First
or Principal Occupation Elected
Nominee and Age During the Past Five Years Director
David C. Schiffman Associate Professor of 1981
56 (2) (3) Psychology,
State University of
New York at New Paltz
Directors not Standing for Election Whose Terms Expire in 1997:
Robert S. Schiffman Chairman of the Board, 1975
52 (1) (2) President and Chief Executive
Officer of the Company
David A. Schuh Self-Employed Real Estate and 1993
56 (3) Insurance Broker
Director Not Standing for Election Whose Term Expires in 1998:
Saul S. Schiffman Vice Chairman of the Board 1945
82 (1)(2)(3) and since July 8, 1994
Secretary
(1) Member of Executive Committee.
(2) Saul S. Schiffman is the father of Robert S. Schiffman and
David C. Schiffman.
(3) Member of Stock Option Committee.
The Company has no standing audit, nominating or compensation
committee or committees performing similar functions.
The Board of Directors held 4 meetings and the Executive
Committee held 6 meetings in 1995. No Director attended fewer than
75% of the Board, and Committee, meetings, of which he was a
member, held during 1995.
Security Ownership of Management
The following table sets forth the information as of February
28, 1995, regarding the beneficial ownership of common stock by
each Director, Nominee for Director and the Chief Executive Officer
of the Company and by all Directors and Executive Officers as a
group.
Amount Percentage
Name Beneficially Owned of Class
Robert S. Schiffman (1) 426,309 11.4%
David A. Schuh None N/A
Saul S. Schiffman 107,675 2.9%
David C. Schiffman 179,707 4.9%
All Directors and Officers
as a group (2) 743,691 19.7%
(1) Includes 65,000 shares which Mr. Schiffman may purchase under
the 1995 Incentive Stock Option Plan.
(2) Includes 90,000 shares which all Officers and Directors may
purchase under the 1995 Incentive Stock Option Plan.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the annual and long-term
compensation of the Company's Chief Executive Officer for fiscal
1995, 1994, and 1993. No other executive officer or employee of
the Company received salary and bonus in 1995 in excess of
$100,000.
Long Term
Annual Compensation
Compensation Awards
Name and All Other Options
Principal Position Year Salary Compensation(1) (# of shares)
Robt. S. Schiffman 1995 $215,000 8,243 65,000 (2)
Chairman of the 1994 198,740 3,371 0
Board, President 1993 200,200 3,536 0
and CEO
(1) Inclusive of Company-paid life insurance in the amount of
$400,000 for Robert S. Schiffman and dollar value of personal
use of Company-provided automobile.
(2) Options granted pursuant to the Company's 1995 Incentive Stock
Option Plan exercisable at $.257812 per share, between
December 2, 1995 and May 31, 1998.
PROPOSAL NO. 2
AMENDMENT TO RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE AUTHORIZED CAPITAL STOCK
The Restated Certificate of Incorporation of the Company
authorizes issuance of up to 5,000,000 shares of Common Stock, $.10
par value per share, and up to 1,000,000 shares of Preferred Stock,
$1.00 par value per share.
Currently, there are issued and outstanding 3,685,592 shares
of Common Stock and there are issued but not outstanding 9,388
shares of Common Stock held in the Company's treasury. There are
currently reserved for issuance upon exercise of stock options
granted and which may be granted pursuant to the Company's 1995
Incentive Stock Option Plan 400,000 shares of Common Stock. At
February 29, 1996 options to purchase 155,000 shares of Common
Stock pursuant to such Plan were outstanding.
Accordingly, on February 29, 1996 there were an aggregate of
5,914,408 authorized but unissued shares of Common Stock, and 9,388
shares held in the treasury, unreserved for issuance and otherwise
available for issuance by the Company. None of the Preferred
shares have been issued or reserved.
The Board of Directors has approved an amendment to the
Restated Certificate of Incorporation, subject to shareholder
approval, which would increase the number of shares of Preferred
Stock the Company is authorized to issue from 1,000,000 shares $1.
par value per share to 5,000,000 shares, $.01 par value per share,
and to increase the number of authorized shares of Common Stock
which the Company is authorized to issue from 10,000,000 shares,
par value $.10 per share, to 50,000,000 shares, par value $.01 per
share. Such amendment would reduce the par value of the 3,694,980
issued shares of Common Stock from $.10 per share to $.01 per
share. Stated capital of the issued shares would be reduced from
$369,498 to $36,950.
The Restated Certificate of Incorporation currently provides
for the issuance of Preferred Stock in series. As proposed to be
amended, the Certificate of Incorporation would also provide for
the issuance of Common Stock in series, in each case at the
discretion of the Board of Directors without further action by the
shareholders of the Company (except as otherwise provided by law or
regulatory authorities or the rules of any stock exchange on which
the Company's securities may then be listed). The Board of
Directors may designate any of such series of Preferred Stock and
Common Stock and may establish the relative voting and other rights
of each such series.
Although the Company has no present plans for issuing any
shares of Preferred Stock or additional shares of Common Stock, the
Board of Directors believes that the availability of the additional
shares will allow the Company to take prompt advantage of market
and other conditions in connection with possible financings or
acquisitions, corporate mergers and other proper corporate purposes
when such action is deemed advisable or desirable by the Board of
Directors.
The Board of Directors believes that the availability of
Preferred Stock and additional shares of Common Stock for such
purposes without delay or the necessity for a meeting of
shareholders (except as may be required by law or regulatory
authorities or by the rules of any stock exchange on which the
Company's securities may then be listed) will be beneficial to the
Company by providing it with the flexibility required to consider
and respond to future business opportunities and needs as they
arise. The Common Stock of the Company is traded on the NASDAQ
"OTC Bulletin Board" which does not have any requirements for
shareholder approval of issuance of additional shares.
Holders of Common Stock do not have any preemptive rights to
acquire additional shares issued by the Company. The issuance of
Preferred Stock or additional shares of Common Stock may dilute
the present equity ownership position of current shareholders. The
issuance of additional shares of Common Stock may, among other
things, have a diminutive effect on earnings per share and on the
equity and voting power of existing shareholders of Common stock
and may adversely affect the market price of the Common Stock.
The Preferred stock or rights to acquire the same could be
utilized by management as a defensive device to respond to an
unsolicited takeover attempt that is considered coercive or
inadequate and which in such circumstances could create an
impediment to a future tender or exchange offer for the Company.
The availability for issuance of additional shares of Common
Stock could enable the Board of Directors to render more difficult
or discourage an attempt to obtain control of the Company. The
additional shares also could be utilized to render more difficult
a merger or similar transaction even if it appears to be desirable
to a majority of the stockholders. The Company is not aware of any
pending or threatened efforts to obtain control of the Company.
The structure of the Company's Board of Directors could also
have the effect of deterring takeover attempts. The Board of
Directors is divided into three classes, each class serving a
three-year term, with the term of each class expiring in successive
years. Accordingly, shareholders who are able to elect directors
at one annual meeting cannot elect a majority of the Board of
Directors. Shareholders would have to maintain the voting power to
elect directors for at least two successive annual meetings to
elect a majority of the Board of Directors.
Proposed Resolution
To effect the proposed amendment to the Restated Certificate
of Incorporation, the following Resolution will be proposed as
Proposal 2 for the shareholders' consideration at the Annual
Meeting and proxies will be voted in favor of the Resolution unless
shareholders specify otherwise.
"RESOLVED, that ARTICLE FOURTH of the Restated
Certificate of Incorporation of the Corporation be amended by
deleting ARTICLE FOURTH in its entirety and substituting in
lieu thereof the following:
(a) "The total number of shares of capital stock
that the Corporation is authorized to issue is 55,000,000
shares, of which 50,000,000 shares are shares of common
stock, par value $.01 each (hereinafter referred to as
"Common Stock"), and 5,000,000 shares are shares of
preferred stock, par value $.01 each (hereinafter
referred to as "Preferred Stock"). The Common Stock and
the Preferred Stock may be issued from time to time in
one or more series, each with such distinctive
designation as may be stated in a resolution or
resolutions providing for the issue of such stock from
time to time adopted by the Board of Directors or a duly
authorized committee thereof. The resolution or
resolutions providing for the issue of shares of a
particular series shall fix, subject to applicable laws
and the provisions of this ARTICLE FOURTH, for each such
series the number of shares constituting such series and
the designation and powers, preferences and relative,
participating, optional or other special rights and the
qualifications, limitations or restrictions thereof,
including, without limiting the generality of the
foregoing, such provisions as may be desired concerning
voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such
other subjects or matters as may be fixed by resolution
or resolutions of the Board of Directors or a duly
authorized committee thereof under the Business
Corporation Act of the State of New Jersey. The Board of
Directors or a duly authorized committee thereof may
change the designation or number of shares, or the
relative rights, preferences, and limitations of the
shares, of any theretofore established class or series no
shares of which have been issued. Until more than one
series of Common Stock is issued the holders of Common
Stock shall be entitled to one vote for each share of
Common Stock held.
(b) None of the shares of stock issued by the
Corporation will have any preemptive rights."
Vote Required
The affirmative vote of a majority of the shares of the
Company's Common Stock represented in person or by proxy and
entitled to vote at the Annual Meeting will be required for
approval of the amendment to the Restated Certificate of
Incorporation. In addition, the total votes cast must be over 50
percent of the outstanding shares of Common Stock. For these
purposes, abstentions will have the same effect as a vote against
and "broker non-votes" will not be deemed to be votes cast.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
ADOPTION OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION.
AUDITORS
Zeller Weiss & Kahn have audited the financial statements of
the Company since 1993 and have been selected by the Board of
Directors to audit the Company's financial statements for the year
1996.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders may present proposals which are proper subjects
for consideration at the 1997 Annual Meeting of shareholders of the
Company for inclusion in its proxy material relating to that
meeting. These proposals should be submitted in writing and
otherwise in the manner specified by Securities and Exchange
Commission rules to Tenney Engineering, Inc., 1090 Springfield
Road, Union, New Jersey 07083, Attention: Secretary. They must be
received by January 31, 1997, in order to be included in the proxy
materials for the 1997 Annual Meeting.
GENERAL INFORMATION AND OTHER MATTERS
Management does not know of any other matters which are
likely to be brought before the meeting. However, in the event
that any other matters property come before the meeting, the
persons named in the enclosed proxy will vote the proxy in
accordance with their judgment on such matters.
By order of the Board of Directors
By SAUL S. SCHIFFMAN
Secretary
March , 1996
1090 Springfield Road
Union, New Jersey 07083