Microwave Filter Company, Inc.
6743 Kinne Street
East Syracuse, New York 13057
Notice of Annual Meeting Of Shareholders
To the Shareholders of Microwave Filter Company, Inc.:
At the direction of the Board of Directors of Microwave Filter
Company, Inc., a New York corporation (the "Company"), notice is hereby given
that the Annual meeting of Shareholders of the Company (the "Meeting") will be
held at 10:00 a.m. on Monday, April 7, 2003 at the Holiday Inn, Carrier
Circle, East Syracuse, New York 13057 for the purpose of voting on the
following matters:
Proposal 1. The election of 3 directors to hold office until
the Annual Meeting of the Shareholders at which their term expires or until
their successors have been duly elected.
The Board of Directors has fixed the close of business on February 21,
2003 as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting, or any adjournments thereof.
By order of the Board of Directors
Louis S. Misenti
Chairman of the Board
Dated: March 3, 2003
Syracuse, New York
YOUR VOTE IS IMPORTANT. YOU ARE THEREFORE REQUESTED TO SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, EVEN IF YOU EXPECT TO BE PRESENT AT
THE MEETING. YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE MEETING, OR
IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AT THAT TIME AND
VOTE IN PERSON IF YOU WISH.
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MICROWAVE FILTER COMPANY, INC.
Proxy Statement for Annual Meeting of Shareholders
General
The enclosed Proxy is solicited on behalf of the Board of Directors of
Microwave Filter Company, Inc. (the "Company") for use at the Company's Annual
Meeting of Shareholders (the "Annual Meeting") to be held on Monday, April 7,
2003 at 10:00 a.m. local time or at any adjournment or postponement thereof,
for the purposes set forth herein and in the accompanying Notice of Annual
Meeting of Shareholders. The Annual Meeting will be held at the Holiday Inn,
Carrier Circle, East Syracuse, New York 13057.
The Company's principal executive offices are located at 6743 Kinne
Street, East Syracuse, New York 13057. The telephone number at that address
is (315) 438-4700.
These proxy solicitation materials and the Annual Report to
Shareholders were first mailed on or about March 3, 2003 to all shareholders
entitled to vote at the Annual Meeting.
Record Date and Shares Outstanding
Shareholders of record at the close of business on February 21, 2003
are entitled to notice of, and to vote at, the Annual Meeting. At the record
date 2,904,781 shares of the Company's common stock were issued, outstanding
and entitled to vote at the Annual Meeting.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Secretary of
the Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.
Voting and Solicitation
Every shareholder voting for the election for Directors is entitled to
one vote for each share held of record on the record date. Directors are
elected by a plurality of the votes cast at the meeting. Abstentions count for
the purpose of determining a quorum. Broker non-votes do not count for the
purpose of determining a quorum. Abstentions will not count as a vote for
proposal 1. Broker non-votes will count as a vote for proposal 1.
The cost of this solicitation will be borne by the Company. The
Company has retained Regan & Associates to assist in the solicitation of
proxies at a fee of $3,500 (which includes expenses.) In addition, the Company
may reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding solicitation material to such
beneficial owners. Proxies also may be solicited by certain of the Company's
directors, officers and regular employees, without additional compensation,
personally or by telephone or by telegram.
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Deadline for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be presented by such
shareholders at the Company's 2004 Annual Meeting must be received by the
Secretary of the Company at the Company's principal executive offices no later
than November 7, 2003 in order to be included in the proxy soliciting material
relating to that meeting.
Board Meetings and Committees
The Board of Directors held a total of four meetings during the fiscal
year ending September 30, 2002. No Director attended fewer than 75% of all
such meetings of the Board of Directors and of the Committees, if any, on
which such Directors served.
The Company's Audit Committee currently consists of Sidney Chong,
Chair, Daniel Galbally, Frank S. Markovich and Robert R. Andrews. The
function of the Audit Committee is to monitor the quality and integrity of the
Company's accounting, auditing and financial reporting practices, and to
review the Company's annual audit with the Company's independent accountant.
The Audit Committee held two meetings during fiscal year 2002.
The Company's Compensation Committee currently consists of Trudi B.
Artini, Chair, Sidney Chong, David B. Robinson, M.D., and Daniel Galbally.
The Compensation Committee reviews compensation and benefits for the Company's
executives. The Compensation Committee did not hold any meetings during
fiscal year 2002.
The Company's Nominating Committee currently consists of David B.
Robinson, M.D., Chair, Trudi B. Artini, Carl F. Fahrenkrug, P.E., Milo
Peterson and Frank S. Markovich. The Nominating Committee will consider
nominees for the Board of Directors recommended by shareholders if such
recommendations are in writing and are mailed to the Secretary of the Company
at the Company's principal executive office. The Nominating Committee did not
hold any meetings during fiscal year 2002.
The Company also has a standing Executive Committee.
Compensation of Directors
Non-officer Directors received fees of $400.00 per board meeting and
$400.00 per committee meeting. MFC also reimburses Directors for reasonable
expenses incurred in attending meetings. The Chairman of the Board and
Officer members receive no compensation for their attendance at meetings.
During fiscal 2002, the Company paid Louis S. Misenti $25,000 in compensation
for his services as Chairman of the Board of Directors of Microwave Filter
Company, Inc.
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding
beneficial ownership of the Company's common stock as of February 21, 2003 (i)
by each person who is known by the Company to own beneficially more than 5% of
the Company's common stock, (ii) each Director of the Company and (iii) all
Directors and Executive Officers as a group.
Directors, Officers Shares Beneficially Owned
5% Shareholders Number Percent
Louis S. Misenti * 264,814 9.1%
140 Clearview Road
Dewitt, NY 13214
Milo Peterson * 80,000 2.8%
Trudi B. Artini * 82,435 2.8%
Carl F. Fahrenkrug * 132,373 4.6%
David B. Robinson, M.D.* 58,571 2.0%
Frank S. Markovich * 4,340 **
Daniel Galbally * 1,489 **
Sidney Chong * 3,335 **
Robert R. Andrews * 1,214 **
All Directors and Executive
Officers as a group (ten persons) 630,457 21.7%
*Directors of the Company.
**Denotes less than one percent of class.
Frederick A. Dix 244,007 8.4%
and Margorie Dix
209 Watson Road
N. Syracuse, NY 13212
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EXECUTIVE COMPENSATION AND OTHER MATTERS
Executive Compensation
The following table sets forth the annual and long-term compensation
of the Company's Chief Executive Officer for services to the Company during
the three fiscal years ended September 30, 2002.
Annual Compensation
Salary
Name and Principal Position Year $
Carl F. Fahrenkrug 2002 127,274
President and CEO 2001 126,832
2000 120,197
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was or is an officer or
employee of the Company or any of its subsidiaries.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes of ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc. Such officers,
directors and 10% shareholders are also required by SEC Rules to furnish the
Company with copies of all Section 16(a) forms that they file. Based solely on
its review of such reports received by it, the Company believes that its
officers, directors and 10% shareholders complied with all Section 16(a)
filing requirements for the fiscal year ended September 30, 2002.
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PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Three Directors (Class I) are to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received
by them for the three nominees named below, all of whom are presently
Directors of the Company. In the event that any nominee is unable or declines
to serve as a Director at the time of the Annual Meeting, the proxies will be
voted for any nominee who shall be designated by the present Board of
Directors to fill the vacancy. A term of office of three years for each person
elected as a Director will continue to the Annual Meeting of Shareholders at
which their term expires or until his or her successor has been elected and
qualified. It is not expected that any nominee will be unable or will decline
to serve as a Director.
The name of and certain information regarding each nominee are set
forth below.
Director Principal Occupation
TRUDI B. ARTINI Mrs. Artini is an independent investor in MFC and
Age 80 various other business enterprises in Syracuse, New
Director since 1974 York.
MILO PETERSON Mr. Peterson has served as Executive Vice President
Age 62 and Corporate Secretary of NSI since January 1,
Director since 1990 1992. Mr. Peterson graduated from programs at
Yale University and Syracuse University. He served
as Vice President of Manufacturing at Microwave
Systems, Inc., Syracuse, N.Y. from 1970 - 1976. He
was elected Vice President and Corporate Secretary
of MFC on March 27, 1993.
DAVID B. ROBINSON MD Dr. Robinson is Emeritus Professor of Psychiatry at
Age 79 Upstate Medical University, State University of New
Director since 1977 York at Syracuse. He was a faculty member from
1958 until his retirement in 1985 and served as
Acting Chairman of the Dept. of Psychiatry for six
of those years. He was elected to serve as a
Skaneateles Town Councilman from 1990 to 1998. In
1980, he was a founding member of the Skaneateles
Festival of Chamber Music.
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REPORT OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee operates pursuant to a Charter approved by the
Company's Board of Directors. The Audit Committee reports to the Board of
Directors and is responsible for overseeing financial accounting and reporting,
the system of internal controls established by management and the audit process
of the Company. The Audit Committee Charter sets out the responsibilities,
authority and specific duties of the Audit Committee. The Charter specifies,
among other things, the structure and membership requirements of the Committee,
as well as the relationship of the Audit Committee to the independent
accountants and management of the Company.
The Audit Committee consists of four members, all of whom have been
determined by the Board of Directors to be "independent" under the NASDAQ
listing standards as previously in effect and as amended. The Committee members
do not have any relationship to the Company that may interfere with the
exercise of their independence from management and the Company. None of the
Committee members are current officers or employees of the Company or its
affiliates.
Audit Committee Report
The Audit Committee of the Company's Board of Directors has issued the
following report with respect to the audited financial statements of the
Company for the fiscal year ended September 30, 2002:
. The Audit Committee has reviewed and discussed with the Company's
management the Company's fiscal 2002 audited financial statements;
. The Audit Committee has discussed with the Company's independent auditors
(PricewaterhouseCoopers LLP) the matters required to be discussed by Statement
on Auditing Standards No. 61, as amended by SAS No. 90;
. The Audit Committee has received the written disclosures and letter from
the independent auditors required by Independence Standards Board No. 1 (which
relates to the auditor's independence from the Company and its related
entities) and has discussed with the auditors their independence from the
Company; and
. Based on the review and discussions referred to in the three items above,
the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 2002.
Submitted by the Audit Committee of the Company's Board of Directors:
Sidney K. Chong, Robert R. Andrews, Daniel P. Galbally, Frank S. Markovich
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FEES PAID TO INDEPENDENT AUDITORS
Set forth below are the aggregate fees billed for professional services
rendered to the Company by its independent auditors for fiscal 2002.
Audit Fees: $43,310
Financial Information Systems Design
and Implementation Fees 0
All Other Fees:
Tax Services 8,400
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Total fees $51,710
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Other Matters
The Company knows of no other matters to be submitted at the meeting.
If any other matters properly come before the meeting, it is the intention of
the persons named in the enclosed proxy to vote the shares they represent as
the Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: March 3, 2003
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PROXY
This proxy is Solicited by The Board of Directors of Microwave Filter
Company, Inc.
Proxy for 2003 Annual Meeting of Shareholders
The undersigned hereby appoints Louis S. Misenti and Carl F. Fahrenkrug proxies
of the undersigned, with full power of substitution, to vote shares of common
stock of the Company which the undersigned is entitled to vote at the 2003
Annual Meeting of the Shareholders to be held on Monday, April 7, 2003 at 10:00
a.m. and any adjournments thereof as follows:
(1) ELECTION OF DIRECTORS
Instructions: To vote for all nominees, place an X in box number 1. To
withhold authority to vote for any individual nominee, place an X in box number
2, and draw a line through his/her name in the list below.
1. [ ] For All Nominees
2. [ ] For All Nominees Except Those With A Line Through Their Name
Trudi B. Artini Milo Peterson David B. Robinson
In their discretion, the proxies are authorized to vote upon other matters
properly coming before the meeting or any adjournments thereof.
This proxy will be voted as directed by the undersigned. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL (1).
NOTE: Please date and sign exactly as your name or names appear below and
return in the enclosed postage paid envelope.
When signing as an Attorney, Executor, Trustee, Guardian or Officer of a
Corporation, please give title as such.
_______________________ _________
Signature Date
_______________________ _________
Signature if held jointly Date
IMPORTANT: To assist the Company in planning the Annual Meeting please check
the following:
I plan to attend the Annual Meeting _____
I do not plan to attend the Annual Meeting _____