ASTRO-MED, INC.
ASTRO-MED INDUSTRIAL PARK
600 EAST GREENWICH AVENUE
WEST WARWICK, RHODE ISLAND 02893
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 16, 2000
To the Shareholders of Astro-Med, Inc.:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
Astro-Med, Inc. (the "Company") will be held at the offices of the Company,
Astro-Med Industrial Park, 600 East Greenwich Avenue, West Warwick, Rhode Island
on Tuesday May 16, 2000, beginning at 10:00 a.m., for the purpose of considering
and acting upon the following:
(1) Electing five directors to serve until the next annual meeting of
shareholders or until their successors are elected and have qualified.
(2) Approving an increase in the maximum number of shares available under
the Company's 1997 Incentive Stock Option Plan by 750,000 shares to
1,250,000 shares in the aggregate.
(3) Transacting such other business as may properly come before the meeting.
The close of business on March 24, 2000 has been fixed as the record date
for determining shareholders entitled to vote at the Annual Meeting or any
adjournment thereof.
By Order of the Board of Directors
[LOGO]
Margaret D. Farrell
SECRETARY
April 24, 2000
Kindly fill in, date and sign the enclosed proxy and promptly return it in the
enclosed addressed envelope, which requires no postage if mailed in the United
States. If you are personally present at the meeting, the proxy will not be
used without your consent.
ASTRO-MED, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 16, 2000
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of
Astro-Med, Inc. (herein called the "Company") in connection with the annual
meeting of the shareholders to be held May 16, 2000. The Company will bear the
cost of such solicitation. It is expected that the solicitation of proxies will
be primarily by mail. Proxies may also be solicited personally by regular
employees of the Company at nominal cost. The Company may reimburse brokerage
houses and other custodians, nominees and fiduciaries holding stock for others
in their names, or in those of their nominees, for their reasonable
out-of-pocket expenses in sending proxy material to their principals or
beneficial owners and obtaining their proxies. Any shareholder giving a proxy
has the power to revoke it at any time prior to its exercise, but the revocation
of a proxy will not be effective until notice thereof has been given to the
Secretary of the Company. Every properly signed proxy will be voted in
accordance with the specification made thereon. This proxy statement and the
accompanying proxy are expected to be first sent to shareholders on or about
April 24, 2000.
ELECTION OF DIRECTORS
At the annual meeting, five directors are to be elected to hold office until
the next annual meeting or until their respective successors are elected and
qualified. The persons named in the accompanying proxy, who have been designated
by the Board of Directors, intend to vote, unless otherwise instructed, for the
election to the Board of Directors of the persons named below, all of whom are
now directors of the Company. Certain information concerning such nominees is
set forth below:
NAME AND AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS DIRECTOR SINCE
- ------------ ------------------------------------------ --------------
Albert W. Ondis (74)............... Chairman of the Company 1969
Everett V. Pizzuti (63)............ President of the Company 1985
Jacques V. Hopkins (69)............ Former Partner, Hinckley, Allen & Snyder LLP
(Attorneys at Law) (Retired 1997) 1969
Hermann Viets, Ph.D. (57).......... President, Milwaukee School of Engineering
(since 1991) 1988
Neil K. Robertson (62)............. Independent investment research consultant 1991
AMENDMENT OF THE 1997 INCENTIVE STOCK OPTION PLAN
At the 1997 annual meeting, shareholders approved the 1997 Incentive Stock
Option Plan (the "ISO Plan") and reserved 250,000 shares of common stock for
issuance thereunder. At the 1998 annual meeting, shareholders approved an
amendment to the ISO Plan and reserved an additional 250,000 shares of common
stock for issuance under the ISO Plan.
1
Options have been granted under the ISO Plan as follows:
NUMBER AVERAGE EXERCISE
GRANTEE OF OPTIONS PRICE PER SHARE
- ------- ---------- ----------------
Albert W. Ondis............................................. None N/A
Chairman & Chief Executive Officer
Everett V. Pizzuti.......................................... 9,000 $6.25
President & Chief Operating Officer
Joseph P. O'Connell......................................... 55,000 $6.68
Vice President & Treasurer, Chief Financial Officer
Elias G. Deeb............................................... 18,000 $6.49
Vice President, Media Manufacturing
Stephen E. Johnson.......................................... 5,000 $4.94
Vice President, Grass-Telefactor Research and Development
All Executive Officers As A Group........................... 151,500 $6.44
Of the 500,000 shares of common stock reserved for issuance under the ISO
Plan, 432,700 options have been awarded, and the Board of Directors has
concluded that it would be advisable to amend the ISO Plan for the reservation
of an additional 750,000 shares for issuance thereunder pursuant to future
option grants. The ISO Plan, as amended to reflect the above is attached as
Exhibit A to this Proxy statement. Shareholder approval is required for the
reservation of additional shares under the Plan.
The following is a description of the ISO Plan as approved by the
shareholders.
OPERATION OF THE ISO PLAN. The ISO Plan is administered by the Compensation
Committee. None of the members of the Compensation Committee shall be an officer
or other employee of the Company. Awards may be granted to executive officers
and other key employees of the Company and its subsidiaries. The ISO Plan's
eligibility criteria are intended to encompass a group which is currently
estimated at 85 individuals. The Compensation Committee bases its selection of
award recipients, and its determination of the number of shares of common stock
to be covered by each award, on the nature of employees' duties and present and
potential contributions to the Company's success and other factors it deems
relevant.
AWARDS. The ISO Plan provides for the grant of incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). Shares covered by expired or terminated options may be
available for subsequent awards. No options may be granted after May 20, 2007.
The option price of incentive stock options will not be less than the market
price of common stock on the date of grant (or not less than 110% of such market
value in the case of incentive stock options granted to an employee or officer
holding 10% or more of the voting stock of the Company). The aggregate fair
market value (determined as of the grant date) of the stock covered by options
granted under the ISO Plan (and under all other incentive stock option plans of
the Company) which are exercisable for the first time by an employee during any
one calendar year cannot exceed $100,000.
2
Options are not exercisable unless an employee has been continuously
employed by the Company for at least one year. An option may be exercised by
payment of the option price in cash or, in the discretion of the Compensation
Committee, in already owned shares of common stock or a combination thereof.
Options will not be transferable otherwise than by will or the laws of
descent and distribution and may be exercised during the holder's lifetime only
by the holder or by the holder's guardian or legal representative (unless such
exercise would disqualify an option as an incentive stock option). Upon
termination of employment of an employee under circumstances acceptable to the
Compensation Committee (whose determination is final and conclusive), except by
reason of death or total disability, an option (to the extent otherwise
exercisable) may be exercised at any time within ninety (90) days after the date
of termination. In the case of the total disability of an employee while
employed, any previously granted options (to the extent otherwise exercisable)
may be exercised within a period ending on the earlier of the expiration of the
options or one year after the employee's total disability. In the case of death
of an employee while employed, any options (to the extent otherwise eligible)
may be exercised within a period ending on the earlier of the expiration of the
options or six months after the employee's death.
Under the ISO Plan, the Board of Directors may provide that, in the event it
recommends that the Company sell substantially all of its assets or that the
shareholders sell or exchange their shares or that the Company merge or
consolidate with another corporation or be liquidated or dissolved, that a
holder of any outstanding options must exercise such options by a specified date
(not less than 60 days from the date of any notice to that effect) and any
nonexercised options will expire on such date.
PLAN AMENDMENT. The Board of Directors may modify, revise or terminate the
ISO Plan at any time and from time to time, except that no action of the Board
may, unless duly approved by the shareholders, (i) increase the maximum number
of shares subject to the ISO Plan; (ii) change the option price or the manner of
determining the option price; (iii) extend the period within which options may
be granted; (iv) extend the termination date of the ISO Plan; (v) permit
participation by Directors who are not full time officers or employees; or
(vi) change the aggregate $100,000 annual limit described above.
NEW PLAN BENEFITS. Since awards under the ISO Plan are discretionary, total
awards that may be granted for the current fiscal year are not determinable
until completion of the year.
ANTI-TAKEOVER EFFECTS. Unless the Compensation Committee determines
otherwise, all outstanding options shall become immediately exercisable upon a
Change of Control Event. A Change of Control Event includes (i) any purchase of
common stock pursuant to a tender offer or exchange offer (other than by the
Company), (ii) the acquisition of 30% or more of the beneficial ownership of the
combined voting securities of the Company by any person or group other than the
Company or any employee benefit plan of the Company or any current officer or
director of the Company which person or group did not theretofore beneficially
own 30% or more of the combined voting securities of the Company,
(iii) approval by Company shareholders of a consolidation, a merger in which the
Company does not survive, or the sale of substantially all of the Company's
assets, or (iv) a change in the composition of a majority of the Company's Board
over a two-year period unless the selection or nomination of each of the new
members is approved by two-thirds of those remaining members of the Board who
were members at the beginning of the two-year period. The provisions of the ISO
Plan permitting acceleration of the exercise of outstanding options may have an
anti-takeover effect.
3
FEDERAL INCOME TAX CONSIDERATIONS. Grants of incentive stock options under
the ISO Plan will have no immediate tax consequences to the Company or the
employee. If the employee exercises an incentive stock option and does not
dispose of the acquired shares within two years after the grant of the option or
within one year after the date of the transfer of such shares to him (a
"disqualifying disposition"), he will realize no compensation income, and any
gain or loss that he realizes on his subsequent disposition of such shares will
be treated as long-term capital gain or loss. For purposes of the alternative
minimum tax, however, the amount by which the fair market value of the acquired
shares at the time of exercise exceeds the option price will be included in
alternative minimum taxable income.
If an employee makes a disqualifying disposition of shares acquired by the
exercise of an incentive stock option, he will be required to include in income,
as compensation, the lesser of (i) the difference between the option price and
the fair market value of the acquired shares on the exercise date (or the date
on which any substantial risk of forfeiture lapses), and (ii) the amount of gain
realized. In addition, depending upon the amount received as the result of such
disposition, the employee may realize a long-term or short-term capital gain or
loss.
The Company will be entitled to a deduction at the same time and in the same
amount as the employee is in receipt of compensation income as a result of a
disqualifying disposition. If there is no disqualifying disposition, no
deduction will be available to the Company.
The exercise of any portion of an option that is accelerated as a result of
a Change of Control Event, may cause payments with respect to such accelerated
options to be treated as "parachute payments" as defined in the Code. Any such
parachute payments may be non-deductible, in whole or in part, and may subject
the employee to a non-deductible 20% federal excise tax on all or a portion of
such payment (in addition to other taxes ordinarily payable).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT OF
THE 1997 INCENTIVE STOCK OPTION PLAN, AS AMENDED (ITEM 2 ON THE PROXY CARD).
VOTING AT MEETING
Only shareholders of record at the close of business on March 24, 2000 will
be entitled to vote at the meeting. On the record date, there were 4,418,984
shares of common stock of the Company outstanding. There was no other
outstanding class of voting securities. Each shareholder has one vote for every
share owned.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 24, 2000 (except as noted) the
record and beneficial ownership of the Company's outstanding shares of common
stock by each person who is known to the Company to own of record or
beneficially more than 5 percent of such stock, by each director of the
4
Company, by each executive officer named in the Summary Compensation Table and
by all directors and executive officers of the Company as a group:
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------------ ------------------ --------
Albert W. Ondis............................................. 1,224,132(1) 27.2%
600 East Greenwich Avenue
West Warwick, Rhode Island 02893
Everett V. Pizzuti.......................................... 434,158(2) 9.3%
600 East Greenwich Avenue
West Warwick, Rhode Island 02893
Dimensional Fund Advisors, Inc.............................. 361,950(3) 8.2%
1299 Ocean Avenue Santa Monica, California 90401
Jacqueline B. Ondis......................................... 310,000 7.0%
40 Oak Grove Street Warwick, Rhode Island 02818
Artisan Partners Limited Partnership........................ 227,700(4) 5.2%
Artisan Investment Corporation
Andrew A. Ziegler and
Carlene Murphy Ziegler
1000 North Wales Street #1770
Milwaukee, WI 53202
Hermann Viets............................................... 120,212(5) 2.7%
Jacques V. Hopkins.......................................... 89,321(6) 2.0%
Elias G. Deeb............................................... 50,528(7) 1.1%
Joseph P. O'Connell......................................... 43,159(8) 1.0%
Neil K. Robertson........................................... 21,000(9) *
Stephen E. Johnson.......................................... 18,594(10) *
All directors and executive officers of the Company as a 2,024,201(11) 41.4%
group.....................................................
- ------------------------
* Less than 1%
(1) Includes 111,873 shares held by children, 4,998 shares held in trust, 75,000
shares deemed to be beneficially owned because of exercisable options to
acquire shares and 2,374 shares allocated to his account under the Company's
Employee Stock Ownership Plan.
(2) Includes 259,025 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 2,379 shares allocated to his
account under the Company's Employee Stock Ownership Plan.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of the number of shares
shown as of December 31, 1999, all of which shares are held in portfolios of
DFA Investment Dimensions Group Inc., a registered open-end
5
investment company, or in a series of the DFA Investment Trust Company,
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
(4) Artisan Partners Limited Partnership, a registered investment advisor to
Artisan Funds, Inc. is deemed to have beneficial ownership of the number of
shares shown as of December 31, 1999.
(5) Includes 112 shares held by Dr. Viets as custodian for a child and 4,000
shares deemed to be beneficially owned because of exercisable options to
acquire shares.
(6) Includes 76,821 shares held as a trustee of a trust for the benefit of the
children of Mr. Ondis, and 4,000 shares deemed to be beneficially owned
because of exercisable options to acquire shares.
(7) Includes 313 shares held by Mr. Deeb's wife, 40,250 shares deemed to be
beneficially owned because of exercisable options to acquire shares and
1,826 shares allocated to his account under the Company's Employee Stock
Ownership Plan.
(8) Includes 42,500 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 381 shares allocated to his
account under the Company's Employee Stock Ownership Plan.
(9) Includes 18,000 shares held by Mr. Robertson as trustee of a trust for his
benefit and 4,000 shares deemed to be beneficially owned because of
exercisable options to acquire shares.
(10) Includes 18,000 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 594 shares allocated to his
account under the Company's Employee Stock Ownership Plan.
(11) Includes 467,275 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 8,651 shares allocated to the
accounts of officers under the Company's Employee Stock Ownership Plan.
6
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid or
accrued, together with other information for the fiscal years ended January 31,
2000, 1999 and 1998, for the Chief Executive Officer and each of the four most
highly compensated executive officers of the Company whose total annual salary
and bonus for the fiscal year ended January 31, 2000 exceeded $100,000.
SUMMARY COMPENSATION TABLE
SECURITIES
ANNUAL COMPENSATION UNDERLYING
-------------------------------------- OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OTHER ($)(1) GRANTED(#) COMPENSATION($)(2)
- --------------------------- -------- --------- -------- ------------ ---------- ------------------
Albert W. Ondis............... 2000 240,220 40,000 37,524 25,000 4,693
Chairman, Chief 1999 232,865 -- 2,741 25,000 4,782
Executive Officer 1998 230,543 -- 2,042 25,000 4,975
Everett V. Pizzuti............ 2000 203,737 40,000 44,561 25,000 4,824
President, Chief 1999 228,324 -- 8,957 25,000 4,782 4,994
Operating Officer 1998 198,560 -- 11,991 25,000
Joseph P. O'Connell........... 2000 145,947 40,000 3,872 20,000 4,841
Vice President and 1999 143,796 --(3) 3,713 10,000 4,488
Treasurer, 1998 144,519 10,000 3,278 7,500 4,274
Chief Financial Officer
Elias G. Deeb................. 2000 122,603 19,375 -- 10,500 4,143
Vice President, Media 1999 119,500 -- -- 7,500 3,830
Manufacturing 1998 117,008 -- -- 5,000 2,852
Stephen E. Johnson (4)........ 2000 119,328 18,750 -- 5,000 4,109
Vice President, 1999 -- -- -- -- --
Grass-Telefactor 1998 -- -- -- -- --
Research and Development
- ------------------------
(1) Represents imputed interest on indebtedness of management in the amount of
$15,889 for Mr. Ondis and $6,502 for Mr. Pizzuti and reimbursement for taxes
attributable to use of Company provided vehicles and cash compensation in
lieu of Company provided vehicles.
(2) Amounts consist of the Company's annual contributions, including matching
contributions, to the Astro-Med, Inc. Retirement Savings Plan and $1,257 for
each individual to the Astro-Med, Inc. Employee Stock Ownership Plan.
(3) The amount shown for Mr. O'Connell includes a $10,000 signing bonus upon
completion of one year of service.
(4) Mr. Johnson was appointed a Vice President in March 1999. He has been
employed by the Company since August, 1994.
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REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has delegated to the Compensation Committee the
authority to fix compensation (including stock options) for the Company's key
employees. The Compensation Committee is comprised of the Company's three
non-employee directors, Dr. Viets (Chairman), Mr. Robertson and Mr. Hopkins.
Mr. Ondis meets with the Compensation Committee to review the compensation
program and make recommendations for senior executive officers. Compensation
consists of three principal elements (salary, bonus and stock options).
EXECUTIVE COMPENSATION PHILOSOPHY. Compensation of the Company's executive
officers should link management initiatives with the actual financial
performance of the Company. Similarly, the compensation should attract, retain
and motivate highly qualified individuals to achieve the Company's business
goals and link their interests with shareholder interests.
SALARY. Base salaries for executive officers were established a number of
years ago after reviewing compensation for competitive positions at
manufacturing companies of comparable size and profitability operating in a
similar industry. Base salaries have since been increased at annual rates which
approximate the general rates of increase of compensation for all employees of
the Company and for generally publicized competitive positions elsewhere in
industry.
BONUS. The Company maintains a bonus pool for the purpose of providing
incentives in the form of a quarterly cash bonus to employees of the Company.
Awards are intended to reflect Company profitability, achievement of overall
Company objectives and individual performances, considered both in terms of
effort and results. The size of the bonus pool and of individual awards may
vary, up or down, from year to year. No bonus payments were made in fiscal years
1998 and 1999. Bonus paid or accrued during fiscal year 2000 amounted to
$369,488.
STOCK OPTIONS. Total executive compensation includes long-term incentives
afforded by stock options. Stock option grants are made by the Compensation
Committee upon consideration of recommendations made by senior management. The
objectives of option grants are to align the long-term interests of executives
and key employees with shareholder interest, by creating a strong and direct
link between compensation and total shareholder return. In this connection,
grants are intended to enable recipients to develop and maintain significant
long-term stock ownership in the Company. Stock options are the principal
vehicle for the payment of long-term compensation. Grants of stock options
reflect subjective consideration of such matters as other compensation and the
employee's position in the Company and contributions to the Company.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. Mr. Ondis is eligible to
participate in the same executive compensation plans available to other senior
executives. Effective in February, 1999, his base salary was increased from
$233,000 to $240,000, representing a 3% increase, deemed consistent with salary
increases among executives in comparable positions in similar industries.
Non-qualified option grants for 25,000 common shares at an exercise price of
$4.94 were made to Mr. Ondis during fiscal year 2000.
DEDUCTIBILITY OF COMPENSATION. Section 162(m) of the Internal Revenue Code
limits the deductibility of compensation paid to a public company's five highest
paid executive officers to the extent any such officer's annual compensation
exceeds $1,000,000, subject to certain exceptions. The
8
Board of Directors has deferred adopting a policy on this issue as it does not
expect the compensation of these individuals to reach relevant levels in the
near future.
CONCLUSION. Through the program described above, the Compensation Committee
firmly believes a direct link has been established between the Company's
financial performance, executive compensation and resultant stock price
performance.
Compensation Committee:
Hermann Viets, Ph.D. (Chair)
Neil K. Robertson
Jacques V. Hopkins
9
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total return on the
Company's common stock against the cumulative total return of a NASDAQ market
index and a peer index for the period of five fiscal years ended January 31,
2000. The University of Chicago's Center for Research in Security Prices (CRSP)
total return index for the NASDAQ Stock Market is calculated using all companies
which trade on the NASDAQ National Market System (NMS) or on the NASDAQ
supplemental listing. It includes both domestic and foreign companies. The index
is weighted by the then current shares outstanding and assumes dividends
reinvested. The return is calculated on a monthly basis. The peer group index,
the CRSP Index for NASDAQ Electronic Components Stock designated below as the
industry index, is comprised of companies classified as electronic equipment
manufacturers. The total returns assume $100 invested on February 1, 1995 with
reinvestment of dividends.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG
ASTRO-MED, INC., NASDAQ MARKET INDEX AND PEER GROUP INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
NASDAQ MARKET PEER GROUP ASTRO-MED, INC.
INDEX INDEX
1995 $100.00 $100.00 $100.00
1996 $140.88 $159.63 $87.75
1997 $183.63 $328.63 $69.09
1998 $215.61 $322.19 $62.00
1999 $330.72 $520.54 $34.52
2000 $517.77 $1,010.73 $40.63
ASSUMES $100 INVESTED ON FEB. 1, 1995
ASSUMES DIVIDEND REINVESTED FISCAL YEAR ENDING JAN. 31, 2000
FISCAL YEARS ENDED JANUARY 31
---------------------------------------------------------------
1995 1996 1997 1998 1999 2000
-------- -------- -------- -------- -------- --------
Astro-Med, Inc....................................... 100 87.75 69.09 62.00 34.52 40.63
Peer Group Index..................................... 100 159.63 328.63 322.19 520.54 1010.73
Nasdaq Market Index.................................. 100 140.88 183.63 215.61 330.72 517.77
INDEBTEDNESS OF MANAGEMENT
The following information describes loans to directors and executive
officers of the Company whose indebtedness to the Company exceeded $60,000 at
any time during the fiscal year ended January 31, 2000.
10
LARGEST
AMOUNT OF AMOUNT OF
INDEBTEDNESS INDEBTEDNESS
OUTSTANDING AT OUTSTANDING
NAME ANY TIME AT YEAR END
- ---- -------------- ------------
Albert W. Ondis, Chairman and Director...................... $321,640 $321,640
Everett V. Pizzuti, President and Director.................. 131,624 131,624
The indebtedness is comprised of unsecured non-interest bearing demand notes
for loans made from time to time to the persons named.
PROFIT-SHARING PLAN
The Company has a qualified Profit-Sharing Plan which provides retirement
benefits to substantially all employees of the Company and provides for
contributions into a trust fund in such amounts as the Board of Directors may
annually determine. Each eligible employee shares in contributions on the basis
of relative (limited to $160,000) compensation.
In addition, participants are permitted to defer up to 15% of their cash
compensation and make contributions of such deferral to this Plan through
payroll deductions. The Company makes matching contributions equal to 50% of the
first percent of compensation contributed and 25% of the second, third, fourth
and fifth percent. The deferrals are made within the limits prescribed by
Section 401(k) of the Internal Revenue Code.
The Plan provides for the vesting of 100% of contributions made by the
Company to the account of an employee after five years of service. Contributions
by an employee are 100% vested immediately. The Company's contributions paid or
accrued for the fiscal year ended January 31, 2000 amounted to $230,000.
EMPLOYEE STOCK OWNERSHIP PLAN
The Company has an Employee Stock Ownership Plan which provides retirement
benefits to substantially all employees of the Company. Contributions in such
amounts as the Board of Directors may annually determine are allocated among
eligible employees on the basis of relative (limited to $100,000) compensation.
Participants are 100% vested in any and all allocations to their accounts.
Contributions, which may be in cash or stock, are invested by the Plan's
Trustees in shares of common stock of the Company. The Company's contributions
paid or accrued for the fiscal year ended January 31, 2000 amounted to $130,000.
STOCK OPTION PLANS
The Company has a Non-Qualified Stock Option Plan adopted in the fiscal year
ended January 31, 1990 under which options for an aggregate of 150,000 shares of
common stock may be granted to officers and key employees of the Company at an
exercise price of not less than 50% of the market price on the date of grant.
Options granted under this plan for an aggregate of 150,000 shares with exercise
prices ranging from $8.125 to $8.44 per share were outstanding at January 31,
2000. No shares remain available for option grants under this plan.
In addition, the Company has a Non-Qualified Stock Option Plan adopted in
the fiscal year ended January 31, 1999, under which options for an aggregate of
400,000 shares of common stock may be granted to officers and key employees as
well as consultants or other persons who render services to the Company at an
exercise price of not less than 50% of the market price on the date of grant.
Options for an aggregate of 50,000 shares, with an exercise price of $4.94 were
granted during the fiscal year ended January 31, 2000. Options were granted
subsequent to January 31, 2000 for an aggregate of
11
175,000 shares with an exercise price of $7.50 per share. A total of 174,000
shares remain eligible for option grants under this plan.
The Company has an Incentive Stock Option Plan adopted in the fiscal year
ended January 31, 1990 under which options for an aggregate of 300,000 shares of
common stock were granted to officers and key employees at an exercise price of
not less than 100% of the market price on the date of grant. No options were
granted under this plan during the fiscal year ended January 31, 2000. Options
granted under this plan for an aggregate of 215,275 shares with exercise prices
ranging from $3.33 to $13.00 per share were outstanding at January 31, 2000.
Effective May 2, 1999 options may no longer be granted under this plan.
The Company also has an Incentive Stock Option Plan adopted in the fiscal
year ended January 31, 1994 under which options for an aggregate of 250,000
shares of common stock may be granted to officers and key employees at an
exercise price of not less than 100% of the market price on the date of grant.
No options were granted during the fiscal year ended January 31, 2000. Options
granted under this plan for an aggregate of 131,500 shares with exercise prices
ranging from $6.125 to $11.28 per share were outstanding at January 31, 2000.
Options were granted subsequent to January 31, 2000 for an aggregate of 118,500
shares with an exercise price of $7.50 per share. No shares remain available for
option grants under this plan.
In addition, the Company has an Incentive Stock Option Plan adopted in the
fiscal year ended January 31, 1998 and amended in the fiscal year ended
January 31, 1999, under which options for an aggregate of 500,000 shares of
common stock may be granted to officers and key employees at an exercise price
of not less than 100% of the market price on the date of grant. Options granted
under this plan for an aggregate of 313,700 shares with exercise prices ranging
from $4.9375 to $6.25 were granted during the fiscal year ended January 31,
2000. Options were granted subsequent to January 31, 2000 for an aggregate of
119,000 shares with an exercise price of $7.50 per share. A total of 67,300
shares remain available for option grants under this plan.
The following tables present certain information concerning stock options
granted to each executive officer named in the Summary Compensation Table during
the fiscal year ended January 31, 2000, and the year-end value of unexercised
options held by each of those officers. There were no stock option exercises
during fiscal 2000 by any of the named individuals.
AGGREGATED OPTIONS HELD AT JANUARY 31, 2000
SECURITIES UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END(#) AT FISCAL YEAR END($)(1)
--------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Albert W. Ondis................................ 75,000 -- 32,813 --
Everett V. Pizzuti............................. 259,025 39,850 131,532 --
Joseph P. O'Connell............................ 42,500 -- 26,250 --
Elias G. Deeb.................................. 40,250 3,000 12,167 --
Stephen E. Johnson............................. 18,000 -- 6,563 --
- ------------------------
(1) Amount represents excess of market value as of January 31, 2000 over
exercise price.
12
OPTION GRANTS--FISCAL YEAR
ENDED JANUARY 31, 2000
% OF TOTAL
OPTIONS
OPTION GRANTED PER SHARE GRANT DATE
GRANTS TO EMPLOYEES IN EXERCISE PRICE EXPIRATION VALUE
NAME (#)(1) FISCAL YEAR ($) DATE ($)(4)
- ---- -------- --------------- -------------- ---------- ----------
Albert W. Ondis....................... 25,000 10.0% 4.9375 3/23/09 37,750
Everett V. Pizzuti.................... 25,000 10.0% 4.9375 3/23/09 37,750
9,000(2) 3.6% 6.2500 1/1/10 17,280
Joseph P. O'Connell................... 20,000 8.0% 4.9325 3/23/09 30,200
Elias G. Deeb......................... 7,500 3.0% 4.9375 3/23/09 11,325
3,000(3) 1.2% 6.2500 11/27/09 5,760
Stephen E. Johnson.................... 5,000 2.0% 4.9375 3/23/09 7,550
- ------------------------
(1) All options became exercisable on October 23, 1999, except as noted.
(2) Options will become exercisable on January 1, 2004
(3) Options will become exercisable on November 27, 2000
(4) Amounts represent the fair value of each option granted and were estimated
as of the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions: expected volatility of 35.542%;
expected life of 5 years; risk-free interest rate of 5.5%; and dividend
yield of 2.8%.
OTHER INFORMATION RELATING TO DIRECTORS
During the fiscal year ended January 31, 2000, the Board of Directors held
four formal meetings. The Board has an Audit Committee consisting of
Mr. Robertson, Dr. Viets and Mr. Hopkins, whose primary duties and
responsibilities include meeting with the Company's independent accountants to
review the annual audit scope, the audit of financial statements, the adequacy
of internal controls and other relevant matters. One formal committee meeting
was held during the fiscal year ended January 31, 2000. The Board has a
Compensation Committee comprised of Mr. Robertson, Dr. Viets and Mr. Hopkins
which reviews and approves recommendations on executive compensation and
administers the Company's stock option plans. The Compensation Committee held
three meetings during the fiscal year ended January 31, 2000. Dr. Viets,
Mr. Robertson and Mr. Hopkins have been paid an annual retainer fee of $3,500
plus $500 for each Board meeting attended.
Those directors who are not also officers and employees of the Company
receive options to purchase common stock under the Company's Non-Employee
Director Stock Option Plan (the "Director Plan") as compensation for their
services to the Company. Under the Director Plan, each non-employee director
received an initial non-qualified option to purchase 1,000 shares of common
stock on May 21, 1996, the date the Company's shareholders approved the Director
Plan. Non-employee directors who are elected after May 21, 1996 will receive an
initial non-qualified option to purchase 1,000 shares of common stock on the
date of the director's initial election to the Board of Directors. Beginning in
1997, each non-employee director (other than a director first elected after
June 30 of the prior year) receives an annual non-qualified option to purchase
1,000 shares of common
13
stock as of the first business day of January of each year. All options have an
exercise price equal to the market price of the common stock on the day of the
grant and are exercisable for a term of ten years. Options vest six months after
the grant date, unless automatically accelerated in the event of death,
disability, or a change of control. A total of 30,000 shares have been reserved
for issuance under the Director Plan. Messrs. Hopkins, Robertson and Viets each
received options to acquire 1,000 shares at $6.1625 per share on January 3,
2000. Options for an aggregate of 15,000 shares, with an exercise price ranging
from $5.875 to $9.25 per share were outstanding at January 31, 2000.
Directors who are also officers and employees of the Company are not
entitled to receive any compensation in addition to their compensation for
services as officers or employees.
The law firm of Hinckley Allen & Snyder LLP, of which Mr. Hopkins is a
retired partner, provides legal services to the Company.
Other than as described under "Indebtedness of Management", no officer,
director or nominee for director of the Company or any associate of any of the
foregoing had during the fiscal year ended January 31, 2000 any material
interest, direct or indirect, in any material transaction or any material
proposed transaction to which the Company was or is to be a party.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company selected Arthur Andersen LLP as independent certified public
accountants to audit the financial statements of the Company for fiscal year
ended January 31, 2000. This firm has audited the Company's financial statements
annually since the fiscal year ended January 31, 1982. Although no accountants
have yet been selected to audit the financial statements of the Company for the
fiscal year ending January 31, 2001, it is expected that Arthur Andersen LLP
will again be selected. It is further expected that a representative of Arthur
Andersen LLP will be present at the annual meeting with the opportunity to make
a statement, if he or she so desires, and that such representative will be
available to respond to appropriate questions.
FINANCIAL REPORTS
A copy of the annual report of the Company for the fiscal year ended
January 31, 2000, including the Company's annual report to the Securities and
Exchange Commission on Form 10-K, accompanies this proxy statement. Such report
is not part of this proxy statement.
PROPOSALS FOR 2001 ANNUAL MEETING
The 2001 annual meeting of the shareholders of the Company is scheduled to
be held on May 15, 2001. If a shareholder intending to present a proposal at
that meeting wishes to have such a proposal included in the Company's proxy
statement and form of proxy relating to the meeting, the shareholder must submit
the proposal to the Company not later than December 25, 2000.
OTHER MATTERS
No business other than that set forth in the attached Notice of Meeting is
expected to come before the annual meeting, but should any other matters
requiring a vote of shareholders arise, including a question of adjourning the
meeting, the persons named in the accompanying proxy will vote thereon according
to their best judgment in the interests of the Company. In the event any of the
nominees for
14
the office of director should withdraw or otherwise become unavailable for
reasons not presently known, the persons named as proxies will vote for other
persons in their place in what they consider the best interests of the Company.
You are urged to sign and return your proxy promptly to make certain your
shares will be voted at the meeting. You may revoke your proxy at any time
before it is voted.
By Order of the Board of Directors
[LOGO]
Margaret D. Farrell
SECRETARY
DATED: APRIL 24, 2000
15
EXHIBIT A
ASTRO-MED, INC.
1997 INCENTIVE STOCK OPTION PLAN
AS AMENDED MAY 19, 1998
(AS PROPOSED TO BE AMENDED)
1. PURPOSE. The purpose of this 1997 Incentive Stock Option Plan (the
"1997 ISO Plan") is to attract and retain key employees of Astro-Med, Inc. (the
"Company") and to provide them with additional incentive for unusual industry
and efficiency by offering an opportunity to acquire a proprietary stake in the
Company and its future growth. It is the view of the Company that this goal may
best be achieved by granting stock options.
2. ADMINISTRATION. (a) The 1997 ISO Plan shall be administered by a
committee of the Board of Directors (the "Board"), consisting of not less than
two members (the "Compensation Committee"). It is the intention of the Company
that so long as the Company has a class of securities registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1997 ISO
Plan shall be administered by persons who shall be "disinterested persons"
within the meaning of Rule 16b-3 under the Exchange Act but the authority and
validity of any act taken or not taken by the Compensation Committee shall not
be affected if any person administering the 1997 ISO Plan is not a disinterested
person; and provided, that, with respect to individual participants who are not
subject to Section 16(b) of the Exchange Act, the Compensation Committee may
delegate authority to administer the 1997 ISO Plan to another committee of
directors (the "Employee Committee") which committee may include directors who
are not disinterested persons. Unless the context otherwise required, the term
"Committee" shall refer to both the Compensation Committee and the Employee
Committee.
(b) The Committee shall have plenary authority in its discretion, subject
to and not inconsistent with the express provisions of the 1997 ISO Plan to
grant options, to determine the purchase price of the shares of common stock
covered by each option, the term of each option, the persons to whom, and the
time or times at which options shall be granted, and the number of shares to be
covered by each option; to interpret the 1997 ISO Plan; to prescribe, amend and
rescind rules and regulations relating to the 1997 ISO Plan; to determine the
terms and provisions of the option agreements (which need not be identical)
entered into in connection with awards under the 1997 ISO Plan; and to make all
other determinations deemed necessary or advisable for the administration of the
1997 ISO Plan. All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon all persons who
have received awards, the Company and all other interested persons. No member or
agent of the Committee shall be personally liable for any action, determination
or interpretation taken or made in good faith with respect to the 1997 ISO Plan
or awards made thereunder, and all members and agents of the Committee shall be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation. No Committee member shall be liable for any
action, determination or interpretation made in good faith and all members of
the Committee shall be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.
3. AMOUNT OF STOCK SUBJECT TO PLAN. The amount of stock which may be
issued under options pursuant to the 1997 ISO Plan is one million two hundred
fifty thousand (1,250,000) shares of the Company's $.05 par value common stock
(the "common stock"). If any options terminate or expire for
A-1
any reason without having been exercised in full, the shares not purchased under
the options may again be subjected to options granted under the 1997 ISO Plan to
the extent not prohibited by Rule 16b-3.
4. ELIGIBILITY. Key employees of the Company or any subsidiary shall be
eligible to participate in the 1997 ISO Plan, except that directors who are not
full time officers or employees shall not be eligible to participate. Key
employees shall be those employees, including officers, who are deemed by the
Committee to be of primary importance in the operation of the Company's
business. The Committee may in its discretion from time to time grant options to
any or all eligible employees to purchase such number of shares as the Committee
shall determine, subject to the limitation that except as hereinafter provided,
no option may be granted hereunder to any employee who, at the time such option
is granted, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any subsidiary
or parent. The foregoing limitation shall not apply if, at the time such option
is granted, the option price is at least one hundred ten percent (110%) of the
fair market value of the stock subject to the option and such option by its
terms is not exercisable after the expiration of five (5) years from the date
such option is granted, or such shorter period as may be determined by the
Committee, unless sooner terminated under PARAGRAPH 10 or PARAGRAPH 12 below.
Fair market value for this purpose shall be determined at the time and in the
manner set forth in PARAGRAPH 6 below. As used in the 1997 ISO Plan, the term
"subsidiary" has the meaning ascribed to "subsidiary corporation" by
Section424(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and
the term "parent" has the meaning ascribed to "parent corporation" by
Section424(e) of the Code.
5. AGGREGATE ANNUAL LIMIT. The aggregate fair market value (determined as
of the respective date or dates of grant of an option hereunder) of the stock
with respect to which options granted hereunder (and all other incentive stock
option plans of the Company or any subsidiary or parent) are exercisable for the
first time by any employee during any one calendar year shall not exceed
$100,000. In the event that Section422(d) of the Code is amended to alter the
limitation set forth therein so that, following such amendment, such limitation
shall differ from the limitation set forth herein, then the limitation of this
PARAGRAPH 5 shall be automatically amended to conform to the limitation of such
section of the Code.
6. OPTION PRICE AND PAYMENT. The option price of the shares of common
stock subject to each option will be fixed by the Committee but, subject to the
limitation set forth in PARAGRAPH 4 above, will not be less than one hundred
percent (100%) of fair market value of the common stock determined as of the
date of the granting of the option. Upon the exercise of the option, the option
price may be paid in one or more of the following ways, as the Committee in its
discretion determines: (i) in full in cash; or (ii) by exchanging other shares
of the Company's common stock owned by the owner of such option. The term "fair
market value" shall be deemed to be the mean between the high and low selling
prices on any exchange on which the stock is listed (or over-the-counter if such
stock is not then listed on such exchange), on the date the option is granted
or, if no sale has taken place, the mean between bid and asked prices on such
date. However, if any such method is inconsistent with any regulations
applicable to incentive stock options heretofore or hereafter adopted by the
Commissioner of Internal Revenue, then the fair market value shall be determined
by the Committee in accordance with such regulations.
7. TERM OF OPTION; EMPLOYMENT REQUIREMENT. (a) Except as provided in the
limitation set forth in PARAGRAPH 4 above, the term of each option shall be ten
(10) years, or such shorter period as may be determined by the Committee, from
the date of grant of the option, unless sooner terminated under
A-2
the provisions of PARAGRAPH 10 or PARAGRAPH 12 below. All or part of the shares
may be purchased, subject to the provisions of PARAGRAPH 10 below, at any time
or from time to time during the term of the option. No option shall be granted
after the termination of the 1997 ISO Plan, but options theretofore granted may
be exercised thereafter in accordance with their terms and the provisions of the
1997 ISO Plan.
(b) Except as otherwise permitted under PARAGRAPH 10 in the case of death
of the holder of an option, no option will be exercisable unless at the time of
the exercise of the option: (i) the holder thereof has been continuously
employed by the Company, one or more subsidiaries, or both the Company and one
or more subsidiaries for a period of at least one year, and (ii) the holder
thereof is still employed by the Company or one or more subsidiaries; provided,
however, that if the holder's employment has terminated not more than ninety
(90) days before the exercise of such option under circumstances acceptable to
the Committee (whose determination in this regard shall be final and
conclusive), then the option will nevertheless be exercisable during the ninety
(90) day period notwithstanding termination of employment; and provided,
further, that if the holder's employment has terminated not more than one
(1) year before the exercise of such option as a result of the holder becoming
disabled (within the meaning of Section22(e)(3) of the Code), then the option
will nevertheless be exercisable during such one (1) year period.
(c) Military or sick leave not exceeding ninety (90) days will not be
deemed to interrupt or terminate employment for the purposes of this
PARAGRAPH 7. Whether military or sick leave in excess of ninety (90) days or
other authorized leave of absence will be deemed to interrupt or terminate
employment for the purposes of this PARAGRAPH 7 will be determined by the
Committee whose determination shall be final and conclusive.
8. CHANGE OF CONTROL. Unless the Committee determines otherwise, all
outstanding options shall become immediately exercisable upon a Change of
Control Event. A Change of Control Event shall include (i) any purchase of
common stock pursuant to a tender offer or exchange offer (other than by the
Company), (ii) the acquisition of 30% or more of the beneficial ownership of the
combined voting securities of the Company by any person or group (as such terms
are used in Section 13(d) and 14(d) of the Exchange Act), other than the Company
or its subsidiaries or any employee benefit plan of the Company or any person
who was an officer or director of the Company on the effective date of the 1997
ISO Plan, which person or group did not theretofore beneficially own 30% or more
of the combined voting securities of the Company, (iii) approval by Company
shareholders of a consolidation, a merger in which the Company does not survive,
or the sale of substantially all of the Company's assets, or (iv) a change in
the composition of a majority of the Company's Board over a two-year period
unless the selection or nomination of each of the new members is approved by
two-thirds of those remaining members of the Board who were members at the
beginning of the two-year period.
9. OTHER TERMS AND CONDITIONS; WAIVERS. Options will be evidenced by
option agreements in such form and containing such terms and conditions as the
Committee may determine (but not inconsistent with the provisions of the 1997
ISO Plan) including, without being limited to, the following:
(a) Each option will be granted on the condition that the purchase of
stock thereunder will be for investment purposes and not with a view to resale
or distribution, except that such condition will be inoperative if the stock
subject to such option is registered under the Securities Act of 1933, as
A-3
amended, or if in the opinion of counsel for the Company such stock may be
resold without registration;
(b) No option will be transferable by the holder thereof otherwise than
by will or by the laws of descent and distribution, and such option will be
exercisable during the lifetime of the holder thereof only by the holder; and
(c) The Committee, in particular cases, before or after the issuance of
stock options under the 1997 ISO Plan, may waive any of the conditions imposed
by the 1997 ISO Plan upon the issuance or exercise of options; provided,
however, that no such waiver shall be made which would cause any outstanding
incentive stock option to fail to qualify as an incentive stock option within
the meaning of Section422 of the Code.
10. TERMINATION OF EMPLOYMENT UPON DEATH. In the event an eligible
employee dies while in the employ of the Company or any subsidiary, and at such
time such employee holds options under the 1997 ISO Plan, his or her options
shall end automatically six (6) months after such death, unless sooner ended by
their terms. Prior to the expiration of such six (6) month period, during the
term of such options, the executor or administrator of the estate of such
eligible employee shall have the right to exercise any option previously granted
to such employee hereunder.
11. READJUSTMENT OF STOCK OR RECAPITALIZATION. Upon any recapitalization
or readjustment of the Company's capital stock whereby the character of the
present common stock shall be changed, appropriate adjustments shall be made so
that the stock to be purchased under the 1997 ISO Plan shall be the equivalent
of the present common stock after such readjustment or recapitalization. In the
event of a subdivision or combination of the shares of common stock, the Board
will proportionately adjust number of shares that may be optioned and sold to
eligible employees and the number of shares which are the subject of outstanding
options and the price therefor. In case of reclassification or other change in
the shares of common stock, such action will be taken as in the opinion of the
Board will be appropriate under the circumstances. Accordingly, in such cases
the maximum number of authorized but unissued shares, or shares held as treasury
stock, which are subject to the 1997 ISO Plan may be adjusted by the Board
without shareholder or any other action.
12. SALE OF ASSETS, STOCK EXCHANGE, ETC. If the Board recommends that the
Company sell substantially all of its assets, or that the holders of
substantially all of the shares of outstanding stock sell or exchange their
shares to or with any person, firm or corporation, or that the Company merge or
consolidate with another corporation, or that the Company be liquidated and
dissolved, then in any such event, the Committee may by notice in writing mailed
or delivered to each holder of an outstanding option set a date (which date
shall be not less than sixty (60) days from the date of mailing or delivering of
such written notice) on or before which such outstanding options may be
exercised, and all such outstanding options which have not been exercised on or
before such date will thereafter expire and be of no further force and effect.
13. TERM OF THE PLAN. The 1997 ISO Plan shall become effective on the date
of its approval by the shareholders, and subsequent adoption and ratification by
the Board, and shall continue in effect until the expiration of ten (10) years
from the date of such approval by the shareholders unless sooner terminated as
provided herein. The powers of the Committee shall continue in effect after the
termination of the 1997 ISO Plan, until exercise or expiration of all options
then outstanding.
A-4
14. AMENDMENT AND TERMINATION. The Board at any time may amend, suspend or
terminate the 1997 ISO Plan. No action of the Board, however, may without the
written consent of the holder, alter or impair any option previously granted
under the 1997 ISO Plan (except pursuant to PARAGRAPH 11 or PARAGRAPH 12 above
or PARAGRAPH 16 below). In addition, except as provided in the 1997 ISO Plan, no
action of the Board may, unless duly approved by the shareholders, (i) increase
the maximum number of shares subject to the 1997 ISO Plan; (ii) change the
option price or the manner of determining the option price; (iii) extend the
period within which options may be granted; (iv) extend the termination date of
the 1997 ISO Plan; (v) permit participation by directors who are not officers or
employees; or (vi) change the aggregate annual limit provided for under
PARAGRAPH 5 above.
15. OBLIGATION OF THE COMPANY TO ISSUE SHARES. Notwithstanding any other
provision of the 1997 ISO Plan, the Company shall not be obligated to issue any
shares pursuant to any stock option unless or until:
(a) the shares with respect to which the option is being exercised have
been registered under the Securities Act of 1933, as amended, or are exempt from
such registration;
(b) the prior approval of such sale or issuance has been obtained from
any state regulatory body having jurisdiction; and
(c) in the event the stock has been listed on any stock exchange, the
shares with respect to which the option is being exercised have been duly listed
on such exchange in accordance with the procedure specified therefor.
16. QUALIFYING AMENDMENTS. Notwithstanding any other provision hereof to
the contrary, the Board shall have the right to amend or modify the terms and
provisions of the 1997 ISO Plan, and any option previously granted under the
1997 ISO Plan may be amended or modified by the Committee, to the extent
necessary to qualify any or all such options for such favorable federal income
tax treatment (including deferral of taxation upon exercise) as may be afforded
employee stock options under Section422 or any successor provision of the Code.
A-5
ASTRO-MED, INC.
ANNUAL MEETING OF SHAREHOLDERS--MAY 16, 2000
The undersigned, whose signature appears on the reverse side of this proxy,
hereby appoints Albert W. Ondis, Everett V. Pizzuti, Jacques V. Hopkins, Hermann
Viets and Neil K. Robertson, or a majority of such of them as shall be present,
attorneys with power of substitution and with all the powers the undersigned
would possess if personally present, to vote the stock of the undersigned in
ASTRO-MED, INC. at the annual meeting of shareholders to be held May 16, 2000,
in West Warwick, Rhode Island, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS FOR all nominees listed below (except as WITHHOLD AUTHORITY to vote for all
marked to the contrary below) nominees listed below
Albert W. Ondis, Everett V. Pizzuti, Jacques V. Hopkins, Hermann Viets and Neil
K. Robertson.
(INSTRUCTION: to withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. Approve an increase in the maximum number of shares available under the
Company's 1997 Incentive Stock Option Plan
FOR
- ------------ AGAINST
- ------------ ABSTAIN
- ------------
3. In their discretion, upon such other matters as may properly come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE SPECIFIED NOMINEES IN PROPOSAL 1, AND FOR PROPOSAL 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY
Dated
- ------------------, 2000 Signed
- ------------------------------------
(Sign exactly as your name appears hereon. When
signing as attorney, executor, administrator, trustee,
guardian or in a corporate capacity, please give full
title as such. In case of joint tenants or multiple
owners, each party must sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
`