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:
[ ] 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 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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rule 14a-6(i)(4) and 0-11.
[ ] 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.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 23, 1997
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 23, 1997,
at 9:15 a.m., local time, to consider and act upon the following
matters:
1. To elect two (2) Directors of the Company to serve
until the third succeeding annual meeting after their election
and until their respective successors are duly elected and
qualified.
2. 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 27, 1997 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
Secetary
March 28, 1997
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 23, 1997
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 23, 1997, 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 7, 1997.
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 nominees for Directors set forth below, 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 27, 1997, 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 27, 1997 will constitute a quorum. The Company has
outstanding on March 27, 1997, and entitled to vote with respect to
all matters to be acted upon at the meeting, 3,714,842 shares of
common stock, $.01 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 28, 1997, 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 541,309 13.9%
1090 Springfield Road
Union, New Jersey 07083
(1) Includes 180,000 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. Two directors are to be elected at the annual
meeting, to serve until the 2000 Annual Meeting of the Shareholders
and until their successors are elected and qualified. The Board
has nominated Robert S. Schiffman and David A. Schuh, directors
whose terms are expiring, for re-election to the Company's Board of
Directors at the 1997 Annual Meeting, for a term of three years, to
expire at the annual meeting in 2000 and until their successors are
elected and qualified. The term of the other two directors will
continue as indicated below. Mr. Schiffman and Mr. Schuh were
elected to their present term as Directors by shareholders in May
1994.
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
Robert S. Schiffman Chairman of the Board, 1975
53 (1) (2) President and Chief Executive
Officer of the Company
David A. Schuh Self-Employed Real Estate and 1993
57 (3) Insurance Broker
Director Not Standing for Election Whose Term Expires in 1998:
Saul S. Schiffman Vice Chairman of the Board 1945
83 (1)(2) and since July 8, 1994
Secretary
Director Not Standing for Election Whose Term Expires in 1999:
David C. Schiffman Associate Professor of 1981
57 (2) (3) Psychology,
State University of
New York at New Paltz
(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 6 meetings and the Executive
Committee held 2 meetings in 1996. No Director attended fewer than
75% of the Board, and Committee, meetings, of which he was a
member, held during 1996.
Security Ownership of Management
The following table sets forth the information as of February
28, 1997, 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) 541,309 13.9%
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) 883,691 22.7%
(1) Includes 180,000 shares which Mr. Schiffman may purchase under
the 1995 Incentive Stock Option Plan.
(2) Includes 230,000 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
1996, 1995 and 1994. No other executive officer or employee of the
Company received salary and bonus in 1996 in excess of $100,000.
Long Term
Annual Compensation
Compensation Awards
Name and All Other Options
Principal Position Year Salary Compensation(1) (# of shares)
Robert S. Schiffman 1996 $205,000 8,508 65,000 (2)
Chairman of the 1995 215,000 8,243 65,000 (3)
Board, President 1994 198,740 3,371 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) Option granted pursuant to the Company's 1995 Incentive Stock
Option Plan exercisable at $.945312 per share between February
16, 1997 and August 14, 1999.
(3) Option granted pursuant to the Company's 1995 Incentive Stock
Option Plan exercisable at $.257812 per share, between
December 2, 1995 and May 31, 1998.
Employment Agreement
On December 18, 1992, the Company entered into an Employment
Agreement with Robert S. Schiffman for a term ending December 31,
1996, at an annual salary of not less than $200,000. On the same
day, the Company enetered into a licensing agreement with a private
company to manufacture certain products under the Company's name
and it agreed to make Mr. Schiffman's services available to the
licensee through the end of 1996. The licensee is obligated to
pay the Company $120,000 per year for approximately 40% of Mr.
Schiffman's time.
Compensation of Directors
During 1996 each Director who was not an employee of the
Company earned an annual fee at the rate of $4,800 ($400 per
month).
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
1997.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders may present proposals which are proper subjects
for consideration at the 1998 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, 1998, in order to be included in the proxy
materials for the 1998 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 28, 1997
1090 Springfield Road
Union, New Jersey 07083
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 23, 1997, 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 2 DIRECTORS to serve until the third annual
meeting after their election:
[ ] FOR the nominees listed below (except as marked to
the contrary below),
[ ] WITHHOLD AUTHORITY to vote for the nominees listed
below.
Robert S. Schiffman David A. Schuh
(Instructions: To withhold authority to vote for any individual
nominee write that nominee's name in the space provided below.)
2. In their discretion, on such other business as may
properly come before the meeting or any adjournment.
PLEASE SIGN AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE
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.
Receipt is acknowledged of the Notice of Annual Meeting and
Proxy Statement of the Company dated March 28, 1997.
Dated: , 1997
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.