SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SMITH MIDLAND CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), OR 14A-6(J)(2).
[ ] $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE
14A-6(I)(3).
[ ] 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:*
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
* SET FORTH THE AMOUNT ON WHICH THE FILING FEE IS CALCULATED AND STATE HOW IT
WAS DETERMINED.
[ ] 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:
SMITH-MIDLAND CORPORATION
ROUTE 28
MIDLAND, VIRGINIA 22728
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
SMITH- MIDLAND CORPORATION (the "Corporation"), a Delaware corporation, will be
held on Tuesday, June 10, 1997 at 7:00 p.m. at the Airlie Conference Center,
located at 6809 Airlie Road, Warrenton, Virginia 22186, for the following
purposes:
1. To elect five (5) members of the Board of Directors, each of
whom is currently serving as a Director of the Corporation;
2. To ratify and approve the selection of BDO Seidman, LLP as
independent auditors for the Corporation for the fiscal year
ending December 31, 1997;
3. To consider and act upon any matters incidental to the
foregoing and any other matters that may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 23,
1997 as the record date for the determination of Stockholders entitled to notice
of and vote at the Annual Meeting and any adjournment or adjournments thereof.
We hope that all Stockholders will be able to attend the Annual Meeting
in person. In order to assure that a quorum is present at the Annual Meeting,
please date, sign and promptly return the enclosed proxy whether or not you
expect to attend the Annual Meeting. A postage-prepaid envelope, addressed to
American Securities Transfer, Incorporated, the Corporation's transfer agent and
registrar, has been enclosed for your convenience. If you attend the Annual
Meeting, your proxy will, at your request, be returned to you and you may vote
your shares in person.
By Order of the Board of Directors
Rodney I. Smith
President
Midland, Virginia
May 2, 1997
SMITH-MIDLAND CORPORATION
ROUTE 28
MIDLAND, VIRGINIA 22728
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PROXY STATEMENT
---------------
May 2, 1997
The enclosed proxy is solicited by the Board of Directors of
SMITH-MIDLAND CORPORATION (the "Corporation") for use at the Annual Meeting of
Stockholders to be held on Tuesday, June 10, 1996, at 7:00 p.m. at the Airlie
Conference Center, located at 6809 Airlie Road, Warrenton, Virginia 22186, and
at any adjournment or adjournments thereof.
Stockholders of record at the close of business on April 23, 1997 will
be entitled to vote at the Annual Meeting or any adjournment thereof. On that
date, 3,044,798 shares of the Corporation's Common Stock, $.01 par value per
share (the "Common Stock"), were issued and outstanding. The Corporation has no
other outstanding voting securities.
Each share of Common Stock entitles the holder to one vote with respect
to all matters submitted to Stockholders at the Annual Meeting. A quorum for the
Annual Meeting is a majority of the shares outstanding. Directors will be
elected by plurality vote. Other proposals to be voted upon by the Stockholders
of the Corporation require the votes of a majority of shares of Common Stock
present at the Annual Meeting for passage. Abstentions and broker non-votes (the
latter of which result when a broker holding shares for a beneficial holder in
"street name" has not received timely voting instructions on certain matters
from such beneficial holder and the broker does not have discretionary voting
power on such matters) are counted for purposes of determining the presence or
absence of a quorum at the Annual Meeting. Abstentions are counted in
tabulations of the votes cast on proposals presented to Stockholders, whereas
broker non-votes are not counted for purposes of determining whether stockholder
approval for a proposal has been obtained.
THE NOMINATED DIRECTORS AND OFFICERS OF THE CORPORATION AS A GROUP OWN
OR MAY BE DEEMED TO CONTROL 940,659 SHARES OF COMMON STOCK, CONSTITUTING
APPROXIMATELY 30.9% OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE
CORPORATION. EACH OF THE NOMINATED DIRECTORS AND OFFICERS HAS INDICATED HIS
INTENT TO VOTE ALL SHARES OF COMMON STOCK OWNED OR CONTROLLED BY HIM IN FAVOR OF
EACH ITEM SET FORTH HEREIN.
Execution of a proxy will not in any way affect a Stockholder's right
to attend the Annual Meeting and vote in person. The proxy may be revoked at any
time before it is exercised by written notice to the Secretary prior to the
Annual Meeting, or by giving to the Secretary a duly executed proxy bearing a
later date than the proxy being revoked at any time before such proxy is voted,
or by appearing at the Annual Meeting and voting in person. The shares
represented by all properly executed proxies received in time for the Annual
Meeting will be voted as specified therein. In the absence of a special choice,
shares will be voted in favor of the election of Directors of those persons
named in this Proxy Statement and in favor of all other items set forth herein.
The Board of Directors knows of no other matter to be presented at the
Annual Meeting. If any other matter should be presented at the Annual Meeting
upon which a vote may be taken, such shares represented by all proxies received
by the Board of Directors will be voted with respect thereto in accordance with
the judgment of the persons named as attorneys in the proxies. The Board of
Directors knows of no matter to be acted upon at the Annual Meeting that would
give rise to appraisal rights for dissenting stockholders.
An Annual Report, containing the Corporation's audited financial
statements for its fiscal years ended December 31, 1996 ("Fiscal 1996") and
December 31, 1995 ("Fiscal 1995") is being mailed to all stockholders entitled
to vote. This Proxy Statement and the accompanying proxy were first mailed to
Stockholders on or about May 2, 1997.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors has set the number of directors to be elected
for the upcoming year at five. Each Director of the Corporation is elected for a
period of one year at the Corporation's Annual Meeting of Stockholders and
serves until his successor is duly elected by the stockholders. Vacancies and
newly created directorships resulting from any increase in the number of
authorized Directors may be filled by a majority vote of Directors then
remaining in office. Officers are elected by and serve at the direction of the
Board of Directors.
Shares represented by all proxies received by the Board of Directors
and not so marked as to withhold authority to vote for an individual Director,
or for all Directors, will be voted (unless one or more nominees are unable or
unwilling to serve) for the election of the nominees named below. The Board of
Directors knows of no reason why any such nominee should be unwilling to serve,
but if such should be the case, proxies will be voted for the election of some
other person or for fixing the number of Directors at a lesser number.
The following table sets forth the year each Director and executive
officer was elected a Director or executive officer and the age, positions and
offices presently held by each Director and executive officer with the
Corporation:
-1-
YEAR
FIRST
BECAME A
DIRECTOR OR
EXECUTIVE
NAME AGE OFFICER POSITION
Rodney I. Smith 58 1970 Chief Executive Officer, President and
Chairman of the Board of Directors
Ashley Smith 34 1994 Vice President of Sales and Marketing and
Director
Wesley A. Taylor 49 1994 Vice President of Administration and
Director
Andrew Kavounis 71 1995 Director
Bernard R. Patriacca 53 1995 Director
Leonard N. Astfalk 54 1996 Vice President of Finance and Chief
Financial Officer
BACKGROUND
The following is a brief summary of the background of each Director and
executive officer of the Corporation:
RODNEY I. SMITH. CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE
OFFICER AND PRESIDENT. Rodney I. Smith co-founded the Corporation in 1960 and
became its President and Chief Executive Officer in 1965. He has served on the
Board of Directors and has been its Chairman since 1970. Mr. Smith is the
principal developer and inventor of the Corporation's proprietary and patented
products. Mr. Smith is the past President of the National Precast Concrete
Association. Mr. Smith has served on the Board of Trustees of Bridgewater
College in Bridgewater, Virginia since 1986.
ASHLEY SMITH. VICE PRESIDENT OF SALES AND MARKETING AND DIRECTOR. Mr.
Smith has served as Vice President of Sales and Marketing of the Corporation
since 1990 and as a Director since December 1994. Mr. Smith holds a Bachelor of
Science degree in Business Administration from Bridgewater College.
-2-
WESLEY A. TAYLOR. VICE PRESIDENT OF ADMINISTRATION AND DIRECTOR.
Wesley Taylor has served as Vice President of Administration of the Corporation
since 1989 and as a Director since December 1994, and previously held positions
as Controller and Director of Personnel and Administration. Mr. Taylor holds a
Bachelor of Arts degree from Northwestern State University.
LEONARD N. ASTFALK. VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL
OFFICER. Mr. Astfalk has served as the Corporation's Vice President of Finance
and Chief Financial Officer since December 1996. From 1984 to 1996, Mr. Astfalk
served as Chief Financial Officer of West Penn Wire, Inc., a publicly traded
manufacturer and distributor of electronic wire and cable. From November 1978
to 1984, Mr. Astfalk served as assistant controller for Athlone Industries,
Inc., a publicly traded manufacturer of specialty steel, apparel and sporting
goods. Mr. Astfalk received a Bachelor of Science degree in
Accounting/Economics from Rutgers University and a Master's degree in Business
Administration from Long Island University.
ANDREW KAVOUNIS. DIRECTOR. Mr. Kavounis has served as a Director of
the Corporation since December 1995. Mr. Kavounis has been the President of
Core Development Co., Inc., a privately held construction and development
concern, since 1991. From 1989 to 1991, Mr. Kavounis was the Executive Vice
President of the Leadership Group, a Maryland based builder and developer. Prior
to that time, Mr. Kavounis spent 37 years as an executive at assorted
construction and development companies, which included a position as the
National Vice President of Ryland Homes, a privately held company, in which
capacity he was directly responsible for the construction of 17,000 homes
annually, nationwide. Mr. Kavounis received a Bachelor of Science degree in
Chemical Engineering from Presbyterian College, a Bachelor of Science degree in
Civil and Mechanical Engineering from Wofford College, and a Master's degree in
Business Administration from the University of South Carolina.
BERNARD R. PATRIACCA. DIRECTOR. Mr. Patriacca has served as a
Director of the Corporation since December 1995. Since May 1994, Mr. Patriacca
has served as Vice President and co-founder of Errands Etc., Inc., a privately
held business providing personal services. From January 1994 to May 1994, Mr.
Patriacca served as the Vice President of Finance and Administration for Sky
Rock Services Corp., a privately held service business. From 1992 through March
1993, Mr. Patriacca served as the Chief Financial Officer for Boston Coach, a
privately held limousine service company. From 1991 to 1992 and from March 1993
to January 1994, Mr. Patriacca served as an independent financial consultant.
Mr. Patriacca served from 1973 to 1991 in various capacities, including as
Senior Vice President and Chief Financial Officer for Dunkin' Donuts
Incorporated, a privately held food service company ("Dunkin' Donuts"). Since
April 1997, Mr. Patriacca has served as a director of Video Update, Inc., a
publicly traded chain of retail video stores. Since January 1992, Mr. Patriacca
has served as a director of ENCON Systems, Inc., a publicly traded full-service
energy management company. Mr. Patriacca received a Bachelor of Science degree
in Accounting from Northeastern University and a Master's degree in
Financing/Accounting from Northeastern University, and he is a Certified Public
Accountant.
-3-
COMPLIANCE WITH SECTION 16(A)
Section 16(a) ("Section 16(a)") of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), requires executive officers and Directors and
persons who beneficially own more than ten percent (10%) of the Corporation's
Common Stock to file initial reports of ownership on Form 3 and reports of
changes in ownership on Form 4 with the Securities and Exchange Commission (the
"Commission") and any national securities exchange on which the Corporation's
securities are registered. Executive officers, Directors and greater than ten
percent (10%) beneficial owners are required by the Commission's regulations to
furnish the Corporation with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Corporation and written representations from the executive officers and
Directors, the Corporation believes that all Section 16(a) filing requirements
applicable to its executive officers, Directors and greater than ten percent
(10%) beneficial owners were satisfied, except for the Form 3 filing due for
Leonard N. Astfalk upon his appointment as Chief Financial Officer of the
Corporation, which was filed in April 1997.
COMMITTEES OF THE BOARD -- BOARD MEETINGS
The Board of Directors established both an Audit Committee and a
Compensation Committee on July 31, 1996. Bernard R. Patriacca, Andrew Kavounis,
Wesley A. Taylor and Ashley Smith are the members of the Audit Committee. The
purposes of the Audit Committee are to: (i) review the Corporation's financial
results and recommend the selection of the Corporation's independent auditors;
(ii) review the effectiveness of the Corporation's accounting policies and
practices, financial reporting and internal controls; and (iii) review the scope
of independent audit coverage, the fees charged by the independent auditors, any
transactions which may involve a potential conflict of interest and internal
control systems. The Audit Committee did not meet during Fiscal 1996; rather,
these matters were addressed by the Board of Directors as a whole.
The Compensation Committee consists of Bernard Patriacca, Andrew
Kavounis and Wesley Taylor. The Compensation Committee was established to set
and administer the policies that govern annual compensation for the
Corporation's executives. Following review and approval by the Compensation
Committee of the compensation policies, all issues pertaining to executive
compensation are submitted to the Board of Directors for approval. The
Compensation Committee negotiates and approves compensation arrangements for
officers, employees, consultants and directors of the Corporation, including,
but not limited to, the grant of options to purchase the Corporation's Common
Stock pursuant to the Corporation's 1994 Stock Option Plan or other plans which
may be established. The Compensation Committee did not meet during Fiscal 1996;
rather, these matters were addressed by the Board of Directors as a whole.
The Corporation does not have a standing nominating committee or a
committee performing similar functions.
-4-
The Board of Directors met twice during Fiscal 1996 and also met
informally on a number of occasions, voting on corporate actions by written
consent. All of the Corporation's directors attended all of the meetings of the
Board of Directors in Fiscal 1996 either in person or by telephone.
With the exception of Rodney I. Smith and Ashley Smith, who are father
and son, respectively, no Director or executive officer of the Corporation is
related by blood, marriage, or adoption to any of the Corporation's other
Directors or executive officers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation currently leases approximately three and a half acres
of its Midland, Virginia property from Mr. Rodney I. Smith, as additional
storage space for the Corporation's finished work product. The lease provides
for a term that automatically renews on December 31 of each year, unless
otherwise cancelled by either party. The lease provides for an annual rent of
$6,000.
At December 31, 1996, the Corporation was owed approximately $659,000
from Mr. Rodney I. Smith for loans and advances made to Mr. Smith. Amounts owed
by Mr. Smith to the Corporation bear interest at the rate of 6% per annum.
During 1996, the amount due was reduced by $102,300 when the Company purchased
40,920 shares of the Company's Common Stock from Mr. Smith. Of the $102,300
reduction, $42,300 was applied to interest accrued and $60,000 was applied
to reduce the principal amount due.
On October 23, 1995, the Corporation entered into a loan agreement (the
"Loan Agreement") with certain persons, including Rodney I. Smith, Ashley Smith,
a vice-president and director of the Corporation, and Merry Robin Bachetti,
sister of Rodney I. Smith and aunt of Ashley Smith (collectively, the
"Lenders"). Under the Loan Agreement, the Lenders loaned the Corporation
approximately $98,277 of an aggregate of $126,250 (the "Loan") received by the
Corporation under the Loan Agreement. The Loan accrued interest at ten percent
per annum and was due and payable on the earlier of either (i) April 22, 1997 or
(ii) the receipt by the Corporation of gross proceeds of at least $2,000,000
pursuant to any financing. The proceeds of the Loan were used by the Corporation
to reduce outstanding federal and state payroll taxes. The Corporation repaid
the Loan, together with all unpaid interest, from the net proceeds of its
initial public offering completed in December 1995.
Mr. Rodney I. Smith has personally guaranteed approximately $1,690,953
of the Corporation's indebtedness to various lenders.
The Corporation believes that the above arrangements are on terms at
least as favorable as could be obtained from unaffiliated parties. All future
transactions or loans between the Corporation and its officers, directors or
five percent shareholders will be on terms no less favorable than could be
obtained from independent third parties.
-5-
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, as of April 23, 1996, certain
information concerning ownership of the Corporation's Common Stock by (i) each
person known by the Corporation to own of record or be the beneficial owner of
more than five percent (5%) of the Corporation's Common Stock, (ii) each of the
Corporation's nominees for Director, and (iii) all Director nominees and
officers as a group. Except as otherwise indicated, the Stockholders listed in
the table have sole voting and investment powers with respect to the shares
indicated.
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED(2) OF CLASS
Rodney I. Smith(3)(4)(5)(6)................... 521,892 17.14%
Robert M. Rubin(6)............................ 272,858 8.96%
Ashley Smith(3)(4)............................ 88,767 2.92%
Wesley A. Taylor.............................. 0 -
Andrew Kavounis............................... 0 -
Bernard R. Patriacca.......................... 0 -
Leonard N. Astfalk ........................... 0 -
All directors and officers as a group
(6 persons)(2)(3)(4)(5)(6).................. 610,659 20.06%
(1) The address for each of Messrs. Rodney I. Smith, Ashley Smith, Astfalk,
Taylor, Kavounis, and Patriacca is c/o Smith-Midland Corporation, Route 28,
Midland, Virginia 22728. The address for Mr. Rubin is 6060 Kings Gate
Circle, Dealany Beach, Florida 33486.
(2) Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of Common Stock that an individual or group has a right
to acquire within 60 days pursuant to the exercise of options or warrants
are deemed to be outstanding for the purposes of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person
shown in the table.
(3) Rodney I. Smith and Ashley Smith are father and son, respectively. Each of
Rodney I. Smith and Ashley Smith disclaims beneficial ownership of the
other's shares of Common Stock.
(4) Does not include an aggregate of 116,958 shares of Common Stock held by
Jeremy Smith, Matthew Smith, and Roderick Smith, sons of Rodney I. Smith,
and brothers of Ashley Smith, and 112,713 shares held by Merry Robin
Bachetti, sister of Rodney I. Smith and aunt of Ashley Smith, for which
each of Rodney I. Smith and Ashley Smith disclaims beneficial ownership.
(5) Does not include 100,000 shares of Common Stock that have been deposited
into an irrevocable trust (the "Trust") for the benefit of Hazel Smith, the
income beneficiary of the Trust and former
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wife of Rodney I. Smith, and Mr. Smith's children. Mr. Smith is the
trustee of the Trust and, as such, may vote the shares as he deems fit. Mr.
Smith disclaims beneficial ownership of the shares held in the Trust.
(6) Rodney I. Smith holds an irrevocable proxy to vote 230,000 shares of Common
Stock held by Robert M. Rubin as Mr. Smith deems fit, subject to certain
limitations. This proxy expires on the first to occur of (i) ten years
from the date of the proxy or (ii) the sale by Mr. Rubin of the shares of
Common Stock subject to the proxy. Accordingly, together with the 100,000
shares of Common Stock in the Trust and 230,000 shares of Common Stock held
by Mr. Rubin subject to the proxy, Mr. Smith has the power to vote an
aggregate of 851,892 shares of Common Stock or 27.98% of the outstanding
shares of the Corporation's Common Stock.
COMPENSATION OF OFFICERS AND DIRECTORS
EXECUTIVE OFFICERS' COMPENSATION
The following sets forth the compensation paid to Rodney I. Smith, the
Corporation's Chief Executive Officer and President, with respect to services
rendered to the Corporation for the three years ended December 31, 1996. No
other executive officers received total annual salary and bonus equal to or in
excess of $100,000 during the year ended December 31, 1996.
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY(1) ALL OTHER
($) COMPENSATION
($)
Rodney I. Smith.........................1996 $175,000 $5,028(2)
President, Chief Executive 1995 $ 84,675 -0-
Officer and Chairman of the 1994 $ 78,650 -0-
Board
- ----------------------
(1) Amounts shown indicate cash compensation earned and received by Mr. Smith.
No amounts were earned but deferred at the election of Mr. Smith. Mr.
Smith participates in the Corporation's group health and life insurance
programs and other benefits generally available to all employees of the
Corporation.
(2) Mr. Smith received approximately $419 per month from the
Corporation to cover automobile and dining expenses.
No options were granted to or exercised by Mr. Smith in Fiscal 1996.
COMPENSATION OF DIRECTORS
All non-employee Directors receive $500 per meeting as compensation for
their services as Directors and are reimbursed for expenses incurred in
connection with the performance of their duties.
-7-
EMPLOYMENT AGREEMENTS
The Corporation has entered into an employment agreement with Mr.
Rodney I. Smith, which provides for an annual base salary of $175,000. The
present term of the agreement continues until December 31, 1999, and is
thereafter automatically renewed for successive one year periods unless Mr.
Smith or the Corporation gives the other party three months prior written notice
of non-renewal. Bonuses and salary increases may be granted by the Compensation
Committee of the Board of Directors, as it so determines from time to time. Mr.
Smith also is entitled to receive benefits offered to the Corporation's
employees generally. If terminated without cause, Mr. Smith is entitled to
receive as severance pay an amount equal to twenty-four (24) months of his base
salary, less taxes, other required withholdings and any amounts owed to the
Company, payable in accordance with the Company's standard payroll procedures.
In addition, the employment agreement precludes Mr. Smith from competing with
the Corporation during his employment and for at least one year thereafter, and
from disclosing confidential information. The Corporation is the owner of and
the beneficiary of three key person life insurance policies on Mr. Smith
totaling $1,400,000.
PRICE RANGE OF COMMON STOCK
Since December 13, 1995, the Corporation's Common Stock and Redeemable
Warrants has traded on the National Association of Securities Dealers Automated
Quotation System SmallCap Market System ("NASDAQ") under the symbols "SMID" and
"SMIDW," respectively, and on the Boston Stock Exchange under the symbols "SMM"
and "SMM/W," respectively. On April 23, 1997, the closing bid and ask prices for
the Common Stock as reported by NASDAQ were 1 1/16 and 1 1/4, respectively.
As of April 23, 1997, the Corporation had 36 holders of record of its
Common Stock. Management believes that there are approximately 673 beneficial
owners of its Common Stock.
For the periods indicated, the following table sets forth the range of
high and low closing sale prices for the Common Stock as reported by NASDAQ from
December 13, 1995 through April 23, 1997. Such quotations represent interdealer
quotations without adjustment for retail markups, markdowns or commissions and
may not represent actual transactions.
SALE
HIGH LOW
1995
Fourth Quarter (from December 13, 1995)..................... $5 3/8 $3 1/2
1996
First Quarter............................................... $6 17/32 $4 19/32
Second Quarter.............................................. $6.5/8 $5 1/4
Third Quarter............................................... $6 5/8 $3 1/4
Fourth Quarter.............................................. $3 5/8 $1
1997
First Quarter............................................... $1 7/8 $1
Second Quarter (through April 23, 1997)..................... $1 1/16 $1 1/16
-8-
DIVIDEND POLICY
The Corporation has not paid dividends on its Common Stock since its
inception and has no intention of paying any dividends in the foreseeable
future. The Corporation intends to reinvest future earnings, if any, in the
development and expansion of its business. Any declaration of dividends will be
at the election of the Board of Directors and will depend upon the earnings,
capital requirements and financial position of the Corporation, general economic
conditions, requirements of any bank lending arrangements which may then be in
place, and other pertinent factors.
The Corporation's current bank loan arrangements with Riggs Bank N.A.
("Riggs") prohibit the payment of dividends on the Corporation's stock without
the prior written consent of Riggs, unless such dividends are payable in stock
of the Corporation.
PROPOSAL NO. 2
ACCOUNTING MATTERS AND RATIFICATION OF AUDITORS
The persons named in the enclosed proxy will vote to ratify the
selection of BDO Seidman, LLP as independent auditors for the fiscal year ending
December 31, 1997 unless otherwise directed by the Stockholders. A
representative of BDO Seidman, LLP is expected to be present at the Annual
Meeting, and will have the opportunity to make a statement and answer questions
from Stockholders if he or she so desires.
VOTING AT MEETING
The Board of Directors has fixed April 23, 1997 as the record date for
the determination of Stockholders entitled to vote at this meeting. At the close
of business on that date, 3,044,798 shares of Common Stock were outstanding and
entitled to vote.
SOLICITATION OF PROXIES
The cost of solicitation of proxies will be borne by the Corporation.
In addition to the solicitation of proxies by mail, officers and employees of
the Corporation may solicit in person or by telephone. The Corporation may
reimburse brokers or persons holding stock in their names, or in the names of
their nominees, for their expense in sending proxies and proxy material to
beneficial owners.
REVOCATION OF PROXY
Subject to the terms and conditions set forth herein, all proxies
received by the Corporation will be effective, notwithstanding any transfer of
the shares to which such proxies relate, unless prior
-9-
to the Annual Meeting, the Corporation receives a written notice of revocation
signed by the person who, as of the record date, was the registered holder of
such shares. The Notice of Revocation must indicate the certificate number or
numbers of the shares to which such revocation relates and the aggregate number
of shares represented by such certificate(s).
STOCKHOLDER PROPOSALS
In order to be included in proxy material for the 1998 Annual Meeting,
tentatively scheduled for June 9, 1998, Stockholders' proposed resolutions must
be received by the Corporation on or before February 9, 1998. The Corporation
suggests that proponents submit their proposals by certified mail, return
receipt requested, addressed to the President of the Corporation.
ANNUAL REPORT
THE CORPORATION IS PROVIDING TO EACH STOCKHOLDER, WITHOUT CHARGE, A
COPY OF THE CORPORATION'S ANNUAL REPORT, INCLUDING THE FINANCIAL STATEMENTS FOR
THE CORPORATION'S MOST RECENT FISCAL YEAR ENDED DECEMBER 31, 1996.
MISCELLANEOUS
The management does not know of any other matter which may come before
the Annual Meeting. However, if any other matters are properly presented to the
Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote, or otherwise act, in accordance with their judgment on such
matters.
By Order of the Board of Directors
Rodney I. Smith
President
May 2, 1997
THE MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN, AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY
EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
-10-
SMITH-MIDLAND CORPORATION
PROXY FOR ANNUAL MEETING
TO BE HELD ON JUNE 10, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Rodney I. Smith with full power of
substitution to vote for and on behalf of the undersigned at the undersigned at
the Annual Meeting of Stockholders of SMITH-MIDLAND CORPORATION, to be held at
the Airlie Conference Cneter, 6809 Airlie Road, Warrenton, Virginia 22186, on
Tuesday, June 10, 1997 at 7:00 p.m., and at any adjournment or adjournments
thereof, upon and with respect to all shares of the Common Stock of the Company
upon and with respect to which the undersigned would be entitled to vote and act
if personally present. The undersigned hereby directs the said Rodney I. Smith
to vote in accordance with his judgment on any matters which may properly come
before the meeting, all as indicated in the Notice of the meeting, receipt of
which is hereby acknowledged, and to act on the following matters set forth in
such Notice as specified by the undersigned:
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF DIRECTORS AND
FOR PROPOSAL 2.
(1) Proposal to elect five (5) members [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
of the Board of Directors of the below (except as marked to vote for all
Company. to the contrary below) nominees listed below
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE STRIKE SUCH
NOMINEE'S NAME FROM THE LIST BELOW.
Rodney I. Smith, Ashley Smith, Wes Taylor, Andrew Kavounis, Bernard R. Patriacca
(2) [ ] FOR [ ] AGAINST [ ] ABSTAIN Proposal to ratify and approve the selection
of BDO Seidman, LLP as the independent
accountants of the Company for the fiscal
year ending December 31, 1997.
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
(3) In his discretion to transact such other business as may properly come
before the meeting or any adjournment of adjournments thereof.
The shares represented by this proxy will be voted for and in favor of the
items set forth above unless a contrary specification is made.
Dated ______________________________________________________________________
____________________________________________________________________________
Signature
____________________________________________________________________________
Signature if held jointly
____________________________________________________________________________
Printed Name
____________________________________________________________________________
Address
Please MARK, DATE, SIGN AND RETURN the proxy card promptly using the
enclosed envelope.
Please sign exactly as the name appears below.
NOTE: When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If the person named on the stock certificate has died, please
submit evidence of your authority, if a corporation, please sign in full
corporate name by an authorized officer and indicate the signer's office. If
a partnership, sign in the partnership name by authorized person.