<Page>
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 240.14a-12
ALLIED DEVICES CORPORATION
- --------------------------------------------------------------------------------
(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 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:
------------------------------------------------------------------------
<Page>
ALLIED DEVICES CORPORATION
-----------
Notice of Annual Meeting of Stockholders
to be held April 16, 2002
-----------
Hicksville, New York
March 1, 2002
To the Holders of Common Stock
of ALLIED DEVICES CORPORATION:
The Annual Meeting of the Stockholders of ALLIED DEVICES CORPORATION
will be held at the offices of Torys LLP, 237 Park Avenue, 20th Floor, New York,
New York 10017, on April 16, 2002 at 9:30 o'clock A.M. for the following
purposes, as more fully described in the accompanying Proxy Statement:
1. To elect directors of the Company for the ensuing year.
2. To consider and take action upon a proposal to ratify the Board
of Directors' selection of BDO Seidman, LLP to serve as the Company's
independent auditors for the Company's fiscal year ending September 30, 2002.
3. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
The close of business on February 25, 2002, has been fixed by the
Board of Directors as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting.
By Order of the Board of Directors,
Mark Hopkinson, Secretary
You are cordially invited to attend the Meeting in person. If you do
not expect to be present, please mark, sign and date the enclosed form of Proxy
and mail it in the enclosed return envelope, which requires no postage if mailed
in the United States, so that your vote can be recorded.
<Page>
2
PROXY STATEMENT
This Proxy Statement, which will be mailed commencing on or about
March 1, 2002 to the persons entitled to receive the accompanying Notice of
Annual Meeting of Stockholders, is provided in connection with the solicitation
of Proxies on behalf of the Board of Directors of Allied Devices Corporation
(the "Company") for use at the Annual Meeting of Stockholders (the "Meeting") to
be held on April 16, 2002, and at any adjournment or adjournments thereof, for
the purposes set forth in such Notice. The Company's executive office is located
at 325 Duffy Avenue, Hicksville, New York 11801.
Any Proxy may be revoked at any time before it is exercised. The
casting of a ballot at the Meeting by a stockholder who may theretofore have
given a Proxy or the subsequent delivery of a Proxy will have the effect of
revoking the initial Proxy.
At the close of business on February 25, 2002, the record date
stated in the accompanying Notice, the Company had outstanding 4,948,392 shares
of common stock, $.001 par value ("Common Stock"), each of which is entitled to
one vote with respect to each matter to be voted on at the Meeting. The Company
has no class or series of stock outstanding other than the Common Stock.
Directors are elected by plurality vote. Adoption of Proposal 2 will
require the affirmative vote of a majority of the shares of Common Stock present
and voting thereon at the Meeting. Abstentions and broker non-votes (as
hereinafter defined) will be counted as present for the purpose of determining
the presence of a quorum. For the purpose of determining the vote required for
approval of matters to be voted on at the Meeting, shares held by stockholders
who abstain from voting will be treated as being "present" and "entitled to
vote" on the matter and, thus, an abstention has the same legal effect as a vote
against the matter. However, in the case of a broker non-vote or where a
stockholder withholds authority from his proxy to vote the proxy as to a
particular matter, such shares will not be treated as "present" and "entitled to
vote" on the matter and, thus, a broker non-vote or the withholding of a proxy's
authority will have no effect on the outcome of the vote on the matter. A
"broker non-vote" refers to shares of Common Stock represented at the Meeting in
person or by proxy by a broker or nominee where such broker or nominee (i) has
not received voting instructions on a particular matter from the beneficial
owners or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on such matter.
I. ELECTION OF DIRECTORS
Six directors will be elected at the Annual Meeting of Stockholders
to be held on April 16, 2002, each to serve until the 2003 Annual Meeting of
Stockholders and until a successor shall have been chosen and qualified. It is
the intention of each of the persons named in the accompanying form of Proxy to
vote the shares of Common Stock represented thereby in favor of the nominees
listed in the following table, unless otherwise instructed in such Proxy. All of
such nominees are presently serving as directors. In case any of the nominees is
unable or declines to serve, such persons reserve the right to vote the shares
of Common Stock represented
<Page>
3
by such Proxy for another person duly nominated by the Board of Directors in
such nominee's stead. The Board of Directors has no reason to believe that the
nominees named will be unable or will decline to serve.
Certain information concerning the nominees for election as
directors is set forth below. Such information was furnished by them to the
Company.
<Table>
<Caption>
Shares of Common
Stock Owned
Beneficially as of Percent
Name and Certain Biographical Information January 15, 2002(1) of Class
- ----------------------------------------- ------------------- --------
MARK HOPKINSON, age 54, has been Chairman of the Board since 1981, 1,032,011(2) 19.74%
when he and Mr. Bartow organized the acquisition of the
Company. He also served as President of the Company from
1981 until March 1994. He is a graduate of the University of
Pennsylvania and of the Harvard Graduate School of Business
Administration. Prior to acquiring the Company, he was a
management consultant, working with Theodore Barry &
Associates from 1977 to 1978 and later as an independent and
with the Nicholson Group from 1978 to 1981. The focus of his
work in the period leading up to 1981 was development of
emerging growth companies, both in the United States and in
lesser developed countries. He served as an officer in the
United States Navy from 1969 to 1972.
P.K. BARTOW, age 54, is President of The InterBusiness Marketing 866,866(3) 16.68%
Group. From March, 1994 through November, 1998, he was
President of the Company. He served as Vice President of the
Company from when he and Mr. Hopkinson organized its
acquisition in 1981 until March, 1994. While active in
management at the Company, Mr. Bartow was Director of
Marketing and Sales, and he continues to provide marketing
consulting services to the Company. Prior to acquiring the
Company, Mr. Bartow had joined the Nicholson Group in 1978,
and performed facility and feasibility studies for emerging
growth companies. Mr. Bartow received a BA degree from
Williams College in 1970, and a M.Arch degree from the
University of Pennsylvania in 1974.
SALVATOR BALDI, age 80, was one of the original founders of the 653,075(4) 12.62%
Company in 1947. He has been a Director of the Company since
February, 1994. The business was started as a general
machine shop and developed through the years as a supplier to
certain principal competitors of the Company in the market
for standardized precision mechanical parts. By the late
1970's, the Company had become a competitor, offering its own
catalog of components. He and his partners sold the Company
to the investor group assembled by Mr. Hopkinson and Mr.
Bartow in October, 1981, with Mr. Baldi remaining with the
Company under an employment contract. By the time his contract
expired two years later, Mr. Baldi had negotiated to repurchase
an interest in the Company. He is active in the operations of
the Company, working an abbreviated work schedule.
<Page>
4
<Caption>
Shares of Common
Stock Owned
Beneficially as of Percent
Name and Certain Biographical Information January 15, 2002(1) of Class
- ----------------------------------------- ------------------- --------
CHRISTOPHER T. LINEN, age 54, became a Director of the Company 211,000(5) 4.16%
during fiscal 1997. He is currently the principal of
Christopher Linen & Company, through which he has invested in
a series of early stage, internet and technology-related
enterprises. Prior to this, from 1975 until 1996, he was an
executive with Time Inc. (later Time Warner Inc.) where he
managed a series of six subsidiaries or divisions in Asia,
Latin America, the United States, and worldwide. Prior to
that, he was Assistant Financial Director of the Italthai
Holding Company, Ltd. (Bangkok), during which tenure he was
Publisher of the Bangkok World, an English language daily
newspaper. He is Chairman of Nirvana Soft Inc., and a
Trustee of The Family Academy, an experimental public
school. He holds a BA from Williams College and attended the
Graduate School of Business Administration at New York
University.
MICHAEL MICHAELSON, age 79, has been a Director of the Company 210,000(6) 4.07%
since 1990. He has been President and sole stockholder of
Rainwater Associates, Inc. since 1979, providing management
and marketing consultation services to clients principally in
publishing and related industries. From 1986 to 1989, he was
Chairman of the Council on Economic Priorities. From 1977 to
1979, he was co-founder and Chairman of the Board of Games
Magazine, which was sold to Playboy magazine in 1979. From
1970 to 1978, Mr. Michaelson worked for Publishers Clearing
House, where he was Senior Vice President. From 1968 to
1970, he was President and founder of Campus Subscriptions,
Inc. Mr. Michaelson served in the United States Army in the
South Pacific during World War II, where he was a Company
Commander in the 35th infantry, 25th division and received
the Bronze Star and the Purple Heart. He received a BS
degree from New York University in 1948.
MICHAEL FOSTER, age 66, became a Director of the Company in fiscal 25,000(7) 0.50%
2001. He is a consultant and private investor. In 1999, Mr.
Foster retired as Chairman and CEO of WPI Group, Inc., a
publicly traded manufacturer and marketer of a broad range of
rugged hand held DOS and Windows based computers for
industrial applications, as well as a group of power
products, including electronic ballasts, transformers and
complete power systems. He has also served as a Director and
member of the Executive Committee and Audit Committee of
Foilmark, Inc., a Massachusetts based manufacturer of
metalized foils and foil stamping equipment whose stock was
publicly traded.
</Table>
- ----------
(1) Except as indicated hereafter, each of the nominees has sole voting and
investment power with respect to all shares shown in the table as
beneficially owned by him.
(2) Mark Hopkinson is General Partner of the Hopkinson Family Partnership (in
which he has exclusive management rights), which owns 700,000 of the
shares included herein. Also included in Mr. Hopkinson's shareholdings are
279,000 shares represented by currently exercisable options. Mr. Hopkinson
disclaims beneficial ownership of 15,700 shares owned by his wife.
<Page>
5
(3) Included in Mr. Bartow's shareholdings are 250,000 shares represented by
currently exercisable options. Mr. Bartow disclaims beneficial ownership
of 15,000 shares owned by his immediate family.
(4) Included in Mr. Baldi's shareholdings are 225,000 shares represented by
currently exercisable options. Mr. Baldi disclaims beneficial ownership of
100,000 shares owned by his wife and 95,000 shares owned by various
members of his immediate family.
(5) Included in Mr. Linen's shareholdings are 125,000 shares represented by
currently exercisable options.
(6) Mr. Michaelson's shareholdings are comprised of 210,000 shares represented
by currently exercisable options. Mr. Michaelson disclaims beneficial
ownership of 216,000 shares owned by his wife.
(7) Mr. Foster's shareholdings are comprised of 25,000 shares represented by
currently exercisable options.
During the fiscal year ended September 30, 2001, the Board of
Directors of the Company met eleven times. Each of the persons named in the
table above attended at least 90% of the meetings of the Board of Directors
which were held during the time that such person served.
The Board has a Compensation Committee. The members of the
Compensation Committee are Michael Michaelson, who serves as Chairman, and
Christopher T. Linen. The Compensation Committee makes recommendations to the
full Board as to compensation of senior management and determines the executives
who are to receive options and the number of shares subject to each option. The
Compensation Committee met once during the fiscal year ended September 30, 2001.
The Board has an Audit Committee. The members of the Audit Committee
are Christopher T. Linen, who serves as Chairman, Michael Michaelson and Michael
Foster. The Audit Committee meets at least once per year in advance of the
Annual Meeting of Stockholders of the Company with the Company's independent
auditors. The Audit Committee acts as a liaison between the Board and the
independent auditors and annually recommends to the Board the appointment of the
independent auditors. The Audit Committee reviews with the independent auditors
the planning and scope of the audits of the financial statements, the results of
those audits and the adequacy of the Company's internal accounting controls.
The directors and officers of the Company, other than Messrs. Linen,
Bartow, Michaelson and Foster, are active in its business on a day-to-day basis.
No family relationships exist between any of the directors and officers of the
Company, except that Philip Baldi, son of Salvator Baldi, a Director of the
Company, is a Divisional Vice-President and Manager of the Company.
<Page>
6
The Company's Certificate of Incorporation contains a provision,
authorized by Nevada law, which eliminates the personal liability of a director
of the Company to the Company or to any of its stockholders for monetary damages
for a breach of his fiduciary duty as a director, except in the case where the
director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Nevada corporate law, or
obtained an improper personal benefit.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information for the fiscal years
ended September 30, 2001, 2000 and 1999 concerning the compensation paid or
awarded to the Chairman and Chief Executive Officer of the Company. No other
executive officer of the Company received fiscal 2001 salary and bonus
compensation which exceeded $100,000. The Company's outside Directors for fiscal
2002 will receive 15,000 options to purchase the Company's stock in lieu of the
monetary consideration for their services as such usually paid, reimbursement
for any expenses they may incur in connection with their services as directors
and annually 25,000 options to purchase the Company's stock.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
Long term
Compensation
Name of Officer and Fiscal Other Annual Awards-Options
Principal Position Year Salary Compensation (#)
- ------------------- ---- ------ ------------ --------------
Mark Hopkinson, Chairman and 2001 $160,741 $25,000 0
Chief Executive Officer 2000 $128,535 $0 225,000
1999 $123,725 $0 22,000
</Table>
Under the terms of the Company's 1993 Incentive Stock Option Plan,
0, 225,000 and 22,000 options were granted to the Chief Executive Officer of the
Company during fiscal years 2001, 2000 and 1999, respectively.
<Page>
7
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES.
<Table>
<Caption>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-END (#) at FY-End ($)(1)
Value
Shares Acquired Realized Exercisable/ Exercisable/
Name On Exercise (#) ($) Unexercisable Unexercisable
---- --------------- -------- ------------- -------------
Mark Hopkinson - $ - 279,000/0 $11,990/$0
</Table>
- ----------
(1) In-the-money options are those for which the fair market value of the
underlying Common Stock exceeds the exercise price of the option. The
value of the in-the-money options is determined in accordance with
regulations of the Securities and Exchange Commission by subtracting the
aggregate exercise price of the option from the aggregate year-end value
of the underlying Common Stock.
No compensation to management has been waived or accrued to date.
Under the terms of its employee stock option plan (adopted in
October, 1993 and amended in December, 1995, January, 1998 and February, 2001),
the Board of Directors is empowered at its discretion to award options to
purchase an aggregate of 2,000,000 shares of the Company's Common Stock to key
employees. Prior to fiscal 2001, the Company had granted options to purchase an
aggregate of 1,491,500 shares to key employees and Directors, with exercise
prices ranging from $0.35 to $3.00 per share. During fiscal 2001, 112,500 of
such options were cancelled. Also during fiscal 2001, the Company granted
options to purchase 130,000 shares of the Company's Common Stock, at an exercise
price of $1.00 per share to seven individuals (four Directors and three
non-executive managers).
Audit Committee Report
Each member of the Audit Committee is independent in the judgment of the
Company's Board of Directors and as required by the listing standards of the
NASDAQ. The Audit Committee operates under the Charter of the Audit Committee
adopted by the Board of Directors in December, 2000.
<Page>
8
Management is responsible for preparing the Company's financial statements
and the independent auditors are responsible for auditing those financial
statements. The Audit Committee's primary responsibility is to oversee the
Company's financial reporting process on behalf of the Board of Directors and to
report the results of its activities to the Board, as described in the Charter
of the Audit Committee. The principal recurring duties of the Audit Committee in
carrying out its oversight responsibility include reviewing and evaluating the
audit efforts of the Company's independent auditors, discussing with management
and the independent auditors the adequacy and effectiveness of the Company's
accounting and financial controls, and reviewing and discussing with management
and the independent auditors the Company's quarterly and annual financial
statements.
The Audit Committee has reviewed and discussed with the Company's
management the audited financial statements of the Company for the fiscal year
ended September 30, 2001. The Audit Committee has also discussed with BDO
Seidman, LLP, the independent auditors of the Company, the matters required to
be discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees). The Audit Committee has also received from the independent auditors
written affirmation of their independence as required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) and the
Audit Committee has discussed with the auditors the firm's independence.
Based upon the review and discussions summarized above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements of the Company, as of September 30, 2001, and for the year then
ended, be included in the Company's Annual Report on Form 10-K for the year
ended September 30, 2001, for filing with the U.S. Securities and Exchange
Commission.
AUDIT COMMITTEE:
CHRISTOPHER T. LINEN - CHAIRMAN
MICHAEL MICHAELSON
MICHAEL FOSTER
Auditor Independence
For the year ended September 30, 2001, the Company paid BDO Seidman, LLP,
its independent auditors, the following fees for audit and non-audit services,
respectively:
<Table>
Audit Fees................................................... $ 97,500
All Other Fees(a)............................................ 37,200
--------
$134,700
</Table>
(a) Consists of $30,700 for tax services and $6,500 for their audit of the
Company's 401(k) plan.
The Audit Committee concluded that the non-audit services did not adversely
impact the independence of BDO Seidman, LLP.
<Page>
9
Compliance with Section 16(a) of the
Securities Exchange Act of 1934
- -------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock. Officers, directors and greater than ten percent stockholders are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company and representations that no other
reports were required, during the fiscal year ended September 30, 2001 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
INFORMATION CONCERNING CERTAIN STOCKHOLDERS
No persons (other than Mark Hopkinson (who is also the only
executive officer of the Company named in the Summary Compensation Table of the
Company), P.K. Bartow, Salvator Baldi, Michael Michaelson, Christopher Linen and
Michael Foster, each of whose shareholdings are set forth above and each of
whose address is 325 Duffy Avenue, Hicksville, New York 11801), to the knowledge
of the Board of Directors of the Company, owned beneficially more than five
percent of any class of the outstanding voting securities of the Company as of
January 15, 2002. The shareholdings of all directors and executive officers of
the Company as a group, as of such date (according to information furnished by
them to the Company), are set forth in the following table. Except as indicated
in the footnotes to the table, all of such shares are owned with sole voting and
investment power.
<Table>
<Caption>
Shares of Common
Stock Owned
Name Beneficially Percent of Class
- ---- ---------------- ----------------
All Executive Officers and 3,256,619(1) 51.70%
Directors as a Group (9
persons)
</Table>
(1) See footnotes (2) through (7) on pages 4 and 5. Also includes 258,667
shares represented, in part, by 10,000 currently exercisable options held
by Andrew J. Beck, Assistant Secretary of the Company, and 227,067
currently exercisable options held by Paul M. Cervino, President,
Principal Operating Officer, and Treasurer of the Company.
<Page>
10
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a graph showing the five-year cumulative total return for (i)
the common stock of Allied Devices Corporation, (ii) The Nasdaq Stock Market
U.S. Index, a broad market index covering shares of common stock of domestic
companies that are listed on Nasdaq, and (iii) The Nasdaq Non-Financial Stock
Index, a group of companies with a Standard Industrial Classification code of 33
and listed on Nasdaq.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN(1)
[GRAPH OMITTED]
<Table>
<Caption>
Fiscal Year Ended September 30, 1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
Nasdaq US 100.000 137.275 139.442 227.824 302.468 123.637
Nasdaq Non-Financial Stocks 100.000 134.208 134.742 229.699 312.951 116.408
Allied Devices Corporation 100.000 93.200 56.836 42.036 127.273 37.091
</Table>
- ----------
(1) The comparison of total return on investment for each fiscal year ended
September 30th, assumes that $100 was invested on October 1, 1996 in
each of Allied Devices Corporation, The Nasdaq Stock Market U.S. Index,
and The Nasdaq Non-Financial Stock Index.
The total returns for each Nasdaq index are based on information
provided by Nasdaq, which had been prepared by the Center for Research
in Securities Prices (CRSP) at the University of Chicago.
<Page>
11
II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected BDO Seidman, LLP
to serve as independent auditors for the Company for the fiscal year ending
September 30, 2002. The Board of Directors considers BDO Seidman, LLP to be
eminently qualified.
Although it is not required to do so, the Board of Directors is
submitting its selection of the Company's auditors for ratification at the
Meeting, in order to ascertain the views of stockholders regarding such
selection. If the selection is not ratified, the Board of Directors will
reconsider its selection.
The Board of Directors recommends that stockholders vote FOR
ratification of the selection of BDO Seidman, LLP to examine the financial
statements of the Company for the Company's fiscal year ending September 30,
2002. It is the intention of the persons named in the accompanying form of Proxy
to vote the shares of Common Stock represented thereby in favor of such
ratification unless otherwise instructed in such Proxy.
A representative of BDO Seidman, LLP will be present at the Meeting,
with the opportunity to make a statement if such representative desires to do
so, and will be available to respond to appropriate questions.
III. OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters which may be brought before the Meeting. However, if any such other
matters are properly presented for action, it is the intention of the persons
named in the accompanying form of Proxy to vote the shares represented thereby
in accordance with their judgment on such matters.
IV. MISCELLANEOUS
If the accompanying form of Proxy is executed and returned, the
shares of Common Stock represented thereby will be voted in accordance with the
terms of the Proxy, unless the Proxy is revoked. If no directions are indicated
in such Proxy, the shares represented thereby will be voted IN FAVOR of the
nominees proposed by the Board of Directors in the election of directors and FOR
the ratification of the Board of Directors' selection of independent auditors
for the Company.
All costs relating to the solicitation of Proxies will be borne by
the Company. Proxies may be solicited by officers, directors and regular
employees of the Company personally, by mail or by telephone or telegraph, and
the Company may pay brokers and other persons holding shares of stock in their
names or those of their nominees for their reasonable expenses in sending
soliciting material to their principals.
It is important that Proxies be returned promptly. Stockholders who
do not expect to attend the Meeting in person are urged to mark, sign and date
the accompanying form of
<Page>
12
Proxy and mail it in the enclosed return envelope, which requires no postage if
mailed in the United States, so that their votes can be recorded.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2003 Annual
Meeting of Stockholders of the Company must be received by the Company by
November 1, 2002 in order to be considered for inclusion in the Company's Proxy
Statement relating to such Meeting. In the event that a stockholder fails to
notify the Company by January 15, 2003 of an intent to be present at the
Company's 2003 Annual Meeting of Stockholders in order to present a proposal for
a vote, the Company will have the right to exercise its discretionary authority
to vote against the proposal, if presented, without including any information
about the proposal in its proxy materials.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, including the
financial statements and financial statement schedules for the fiscal year ended
September 30, 2001, which has been filed with the Securities and Exchange
Commission, is being included with the mailing of this Proxy Statement.
Hicksville, New York
March 1, 2002
<Page>
ALLIED DEVICES CORPORATION
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- APRIL 16, 2002
The undersigned, stockholder(s) of ALLIED DEVICES CORPORATION, does hereby
appoint MARK HOPKINSON and PAUL M. CERVINO, or either of them, as proxies, with
full power of substitution or resubstitution, to appear and vote all shares of
Common Stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held on Tuesday, April 16, 2002 at 9:30
A.M., local time, or at any adjournment thereof, upon such matters as may
properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby instructs said proxies or their substitutes to vote
as specified below on each of the following matters and in accordance with their
judgment on any other matters which may properly come before the Meeting.
<Table>
1. Election of Directors,
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary below) to vote for all nominees listed below
Mark Hopkinson, P.K. Bartow, Salvator Baldi,
Christopher T. Linen, Michael Michaelson and Michael Foster
(INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name in the space
provided below.)
- -----------------------------------------------------------------------------------------------------------------
2. Ratification of appointment of BDO Seidman, LLP as independent auditors for the fiscal year ending
September 30, 2002.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Continued and to be completed on the Reverse Side)
</Table>
<Page>
(Continued From Other Side)
The Board of Directors favors a vote "FOR" each item.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED THEY WILL BE VOTED IN FAVOR OF THE ITEM(S) FOR WHICH NO DIRECTION
IS INDICATED.
IMPORTANT: Before returning this Proxy, please sign your name or names on the
line(s) below exactly as shown thereon. Executors, administrators, trustees,
guardians or corporate officers should indicate their full titles when signing.
Where shares are registered in the name of joint tenants or trustees, each joint
tenant or trustee should sign.
Dated: ---------------------------------------------, 2002
------------------------------------------------------ (L.S.)
------------------------------------------------------ (L.S.)
Stockholder(s) Sign Here
PLEASE MARK, SIGN, DATE AND RETURN
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