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 22, 1998
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 22, 1998,
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 successor is 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, 1998 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
Secretary
March 31, 1998
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 22, 1998
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 22, 1998, 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 15, 1998.
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, 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. Directors will be elected by a plurality of the votes of
the shares present in person or represented by a proxy at the
annual meeting and entitled to vote on the election of directors.
The Board of Directors has fixed the close of business on
March 27, 1998, as the record date for the determination of
shareholders who are entitled to notice of and to vote at the
meeting. The presence of the holders of shares entitled to cast a
majority of the votes at the meeting shall constitute a quorum.
The Company has outstanding on March 27, 1998, and entitled to vote
with respect to all matters to be acted upon at the meeting,
3,714,842 shares of Series A common stock, $.01 par value, each of
which is entitled to ten(10) votes, and 3,714,842 shares of Series
B common stock, $.01 par value, each of which is entitled to one(1)
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 27, 1998, 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 Series A and
Series B Common Stock:
Name and Address of Amount Beneficially Owned Percentage
Beneficial Owner of Each Series as of by Series
February 27, 1998 of Common
Robert S. Schiffman Series A 541,309(1) 13.9%
1090 Springfield Road Series B 541,309(1) 13.9%
Union, New Jersey 07083
(1) Includes options to purchase 180,000 shares of Series A and
180,000 shares of Series B common stock 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 2001 Annual Meeting of the Shareholders
and until his successor is elected and qualified. The Board has
nominated Saul S. Schiffman, a director whose term is expiring, for
re-election to the Company's Board of Directors at the 1998 Annual
Meeting, for a term of three years, to expire at the annual meeting
in 2001 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 1995.
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
Saul S. Schiffman Vice Chairman of the Board 1945
84 (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
58 (2) (3) Psychology, State University
of New York at New Paltz
Directors Not Standing for Election Whose Terms Expire in 2000:
Robert S. Schiffman Chairman of the Board, 1975
54 (1) (2) President and Chief Executive
Officer of the Company
David A. Schuh Self-Employed Real Estate and 1993
58 (3) Insurance Broker
(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, the Executive
Committee held 4 meetings, and the Stock Option Committee held 1
meeting in 1997. No Director attended fewer than 75% of the Board,
and Committee, meetings, of which he was a member, held during
1997.
Security Ownership of Management
The following table sets forth the information as of February
27, 1998, regarding the beneficial ownership of Series A and Series
B 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) Series A 541,309 13.8%
Series B 541,309 13.8%
David A. Schuh None N/A
Saul S. Schiffman Series A 107,675 2.7%
Series B 107,675 2.7%
David C. Schiffman Series A 179,707 4.6%
Series B 179,707 4.6%
All Directors and Officers
as a group (2) Series A 879,941 22.4%
Series B 879,941 22.4%
(1) Includes options to purchase 180,000 shares of Series A Common
Stock, and 180,000 shares of Series B Common Stock which Mr.
Schiffman may purchase under the 1995 Incentive Stock Option Plan.
(2) Includes options to purchase 217,000 shares of Series A Common
Stock and 217,000 shares of Series B Common Stock 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
1997, 1996 and 1995. No other executive officer or employee of the
Company received salary and bonus in 1997 in excess of $100,000.
<caption
Long Term
Annual Compensation
Compensation Awards
Name and All Other Options
Principal Position Year Salary Compensation(1) (# of units)(5)
Robert S. Schiffman 1997 $ 212,501 3,751 50,000
(2)
Chairman of the 1996 205,000 8,508 65,000 (3)
Board, President 1995 215,000 8,243 65,000
(4)
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 $.704688 per unit, between July 28,
1997 and January 27, 2000.
(3) Option granted pursuant to the Company's 1995 Incentive Stock
Option Plan exercisable at $.945312 per unit, between February
16, 1997 and August 14, 1999.
(4) Option granted pursuant to the Company's 1995 Incentive
Stock Option Plan exercisable at $.257812 per unit, between
December 2, 1995 and May 31, 1998.
(5) Each unit consists of the right to buy one share of Series A
Common Stock and one share of Series B Common Stock.
Compensation of Directors
During 1997 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
1998.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholders may present proposals which are proper subjects
for consideration at the 1999 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, 1999, in order to be included in the proxy
materials for the 1999 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 properly 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
SAUL S. SCHIFFMAN
Secretary
March 31, 1998
1090 Springfield Road
Union, New Jersey 07083
TENNEY ENGINEERING, INC.
PROXY
SERIES A COMMON STOCK
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 22, 1998, and any adjournment, with
authority to vote all the Series A Common Stock of said Company
which the undersigned is entitled to vote as follows:
1. ELECTION OF 1 DIRECTOR to serve until the third annual
meeting after his election:
[ ] FOR the nominee listed below (except as marked to
the contrary below),
[ ] WITHHOLD AUTHORITY to vote for the nominee listed
below.
Saul S. Schiffman
(Instructions: To withhold authority to vote for the nominee,
write the 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 Director.
Receipt is acknowledged of the Notice of Annual Meeting and
Proxy Statement of the Company dated March 31, 1998.
Dated: , 1998
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.
PROXY
SERIES B COMMON STOCK
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 22, 1998, and any adjournment, with
authority to vote all the Series B Common Stock of said Company
which the undersigned is entitled to vote as follows:
1. ELECTION OF 1 DIRECTOR to serve until the third annual
meeting after his election:
[ ] FOR the nominee listed below (except as marked to
the contrary below),
[ ] WITHHOLD AUTHORITY to vote for the nominee listed
below.
Saul S. Schiffman
(Instructions: To withhold authority to vote for the nominee write
the 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 Director.
Receipt is acknowledged of the Notice of Annual Meeting and
Proxy Statement of the Company dated March 31, 1998.
Dated: , 1998
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.
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