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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-11(c) or Section 240.14a-12
TAITRON COMPONENTS, INCORPORATED
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
TAITRON COMPONENTS INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 16, 1997
TO THE SHAREHOLDERS OF
TAITRON COMPONENTS INCORPORATED
You are cordially invited to attend the Annual Meeting of Shareholders of
Taitron Components Incorporated (the "Company"), which will be held at the
Valencia Country Club, 27330 Tourney Road, Valencia, California 91355, on
Friday, May 16, 1997, at 10:00 a.m. Pacific time, to consider and act upon the
following matters:
1. The election of directors;
2. Such other business as may properly come before the Annual Meeting and any
adjournment(s) thereof.
Only holders of record of Common Stock of the Company at the close of
business on April 14, 1997, are entitled to notice of and to vote at the Annual
Meeting and any adjournment(s) thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE
ANNUAL MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU PREFER, REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
Stewart Wang
President
25202 Anza Dr.
Santa Clarita, California 91355
(805) 257-6060
April 28, 1997
TAITRON COMPONENTS INCORPORATED
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Taitron Components Incorporated, a
California corporation (the "Company"), for use at the Annual Meeting of
Shareholders to be held at the Valencia Country Club, 27330 Tourney Road,
Valencia, California 91355, on Friday, May 16, 1997, at 10:00 a.m. Pacific
time. Accompanying this Proxy Statement is the Board of Directors' Proxy for
the Annual Meeting, which you may use to indicate your vote as to the
proposals described in this Proxy Statement.
All Proxies which are properly completed, signed and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted in
favor of the proposals described in this Proxy Statement unless otherwise
directed. A shareholder may revoke his or her Proxy at any time before it is
voted either by filing with the Secretary of the Company, at its principal
executive offices, a written notice of revocation or a duly executed Proxy
bearing a later date, or by attending the Annual Meeting and expressing a
desire to vote his or her shares in person.
The close of business on April 14, 1997 has been fixed as the record date
for the determination of Shareholders entitled to notice of and to vote at the
Annual Meeting or any adjournment(s) of the Annual Meeting. As of the record
date, the Company had outstanding 6,167,341 shares of Class A Common Stock,
par value $.001 per share, (the "Class A Common Stock"), and 762,612 shares of
Class B Common Stock, par value $.001 per share (the "Class B Common Stock"
and collectively with the Class A Common Stock, the "Common Stock"). The Class
A Common Stock and the Class B Common Stock are the only outstanding voting
securities of the Company. As of the record date, the Company had
approximately 110 Shareholders of record. The Company is informed and believes
that there are approximately 1,800 beneficial holders of its Class A Common
Stock.
A holder of Class A Common Stock is entitled to cast one vote for each share
held on the record date on all matters to be considered at the Annual Meeting.
A holder of Class B Common Stock is entitled to cast ten votes for each share
held on the record date on all matters to be considered at the Annual Meeting.
The five nominees for election as Directors who receive the highest number of
votes will be elected. All other matters that may properly come before the
meeting require for approval the favorable vote of a majority of shares voted
at the meeting or by proxy. If the Company has fewer than 800 beneficial
owners on April 14, 1997, and a shareholder requests cumulative voting before
commencement of the election (and if the candidates' names have been placed in
nomination prior to that time), then any shareholder may distribute among as
many candidates as desired a number of votes equal to the number of directors
to be elected multiplied by the number of shares held. The Company believes it
will have more than 800 beneficial shareholders as of the record date:
however, if cumulative voting is in effect, the persons named in the
accompanying proxy will vote the shares in their discretion among all or any
of the candidates named herein. Abstentions and broker non-votes will be
included in the determination of shares present at the Annual Meeting for
purposes of determining a quorum. Abstentions will be counted toward the
tabulation of votes cast on proposals submitted to shareholders and will have
the same effect as negative votes, while broker non-votes will not be counted
as votes cast for or against such matters.
The Company's principal executive offices are located at 25202 Anza Dr.,
Santa Clarita, California 91355. This Proxy Statement and the accompanying
Proxy were mailed to Shareholders on or about April 28, 1997.
ELECTION OF DIRECTORS
In accordance with the Articles of Incorporation and Bylaws of the Company,
the Board of Directors consists of not less than five nor more than nine
members, the exact number to be determined by the Board of Directors. At each
annual meeting of the Shareholders of the Company, directors are elected for a
one year term. The Board of Directors is currently set at five members, and
there currently exist no vacancies. At the 1997 Annual Meeting, each director
will be elected for a term expiring at the 1998 annual meeting. The Board of
Directors proposes the election of the nominees named below.
Unless marked otherwise, Proxies received will be voted FOR the election of
each of the nominees named below. If any such person is unable or unwilling to
serve as a nominee for the office of director at the date of the Annual
Meeting or any postponement or adjournment thereof, the Proxies may be voted
for a substitute nominee, designated by the present Board of Directors to fill
such vacancy. The Board of Directors has no reason to believe that any such
nominee will be unwilling or unable to serve if elected a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE DIRECTORS NOMINATED HEREIN.
The Board of Directors proposes the election of the following nominees as
members of the Board of Directors:
Tzu Sheng (Johnson) Ku
Stewart Wang
Richard Chiang
Winston Gu
Felix Sung
If elected, the nominees are expected to serve until the 1998 Annual Meeting
of Shareholders.
INFORMATION WITH RESPECT TO EACH NOMINEE AND EXECUTIVE OFFICER
The following table sets forth certain information with respect to each
nominee and executive officer of the Company as of March 31, 1997.
NAME AGE POSITION
---- --- --------
Tzu Sheng Ku 48 Chairman of the Board and Director Nominee
Stewart Wang 47 President, Chief Executive Officer, Director and
Director Nominee
Richard Chiang 40 Director and Director Nominee
Winston Gu 46 Director and Director Nominee
Felix M. Sung 47 Director and Director Nominee
OTHER OFFICERS:
David M. Batt 49 Chief Financial Officer, Secretary
Michael Adams 42 Vice President Western Regional Sales
Bill Lloyd 42 Senior Vice President Northeastern Regional Sales
Eugene L. Baxter 57 Vice President Southeastern Regional Sales
Sally Manley 56 Vice President Central Regional Sales
All officers are appointed by and serve at the discretion of the Board of
Directors, other than Mr. Wang who has an employment contract with the
Company. See MANAGEMENT--Employment Contract. There are no family
relationships between any directors or officers of the Company.
2
Tzu Sheng ("Johnson") Ku, a co-founder of the Company, has been the Chairman
of the Company since it was founded in 1989. Since 1988, Mr. Ku has been the
President and principal owner of Continental S.R.L., a privately held importer
of electronics, tools, cosmetics, athletic shoes and toys located in Paraguay.
Stewart Wang, a co-founder of the Company, has served as the Chief Executive
Officer and President and a Director of the Company since its organization in
1989. Prior to founding the Company, Mr. Wang attended Pepperdine University,
where he received his Masters of Business Administration degree in 1989.
Richard Chiang has been a director of the Company since it was founded in
1989. Mr. Chiang is currently the Chairman and President of Princeton
Technology Corporation, a distributor of semiconductor components and computer
peripheral products such as hard disks, floppy disks and CD ROM drives, in
Taipei, Taiwan where he has been employed since 1986. Mr. Chiang currently
also serves as Chairman of Orchard Electronic Corporation, also located in
Taipei, Taiwan, which distributes electronic components. In addition, since
October 1990, Mr. Chiang has served as a director for Unichip, Incorporated a
Milpetas, California company that designs pentium computer chips for PCs.
Winston Gu has been a director of the Company since it was founded in 1989.
Mr. Gu has been the President of Frontier Electronics Corporation, located in
Simi Valley, California, which imports and markets electronic components in
the United States, since he founded it in August 1984. In addition, Mr. Gu is
currently Chief Executive Officer of Autec Power Systems, Incorporated, based
in Simi Valley, California, a manufacturer of switching mode power supplies,
which he founded in June 1989.
Felix M. Sung became a director of the Company in February 1995. For more
than the past six years, Mr. Sung has been the Vice President and a principal
shareholder of Tai North Company, a company engaged in exporting electronics,
plastic parts and finished products to the United States and various European
countries.
David M. Batt joined the Company in October 1996 as its Chief Financial
Officer. Prior thereto, from 1993 to 1996, Mr. Batt was Chief Financial
Officer of PWS Investments, Inc., a privately held coin laundry equipment
distributor. From 1991 to 1993, Mr. Batt was Administration Director of
Fortifiber Corporation, a privately held manufacturer of paper conversion
products. From 1976 to 1991, Mr. Batt was Chief Financial Officer and
Secretary of Frawley Corporation, a publicly held health care, manufacturer
and real estate business. Mr. Batt is a CPA and received his Masters of
Business Administration from Golden Gate University, Los Angeles in 1978.
Bill Lloyd is a co-founder and Senior Vice President of the Company. Mr.
Lloyd also served as a Director and the Secretary of the Company from 1989
until he resigned from those positions in February 1995. Mr. Lloyd served the
Company as Vice President of Sales from 1992 through 1994 and Vice President
of Eastern Regional Sales from 1990 through 1991. Prior thereto, Mr. Lloyd was
the Director of Marketing for Diodes Incorporated, a manufacturer and reseller
of discrete rectifiers located in Southern California, from 1986 to 1989.
Michael Adams, a co-founder of the Company, has been Vice President Western
Regional Sales since 1993. From 1990 to 1993, Mr. Adams served as an Executive
Sales Manager for the Company. Prior thereto, Mr. Adams was employed by Diodes
Incorporated as a Regional Sales Manager.
Eugene L. Baxter has been Vice President of Southeastern Regional Sales
since 1994. Mr. Baxter joined the Company as a Regional Sales Manager in 1992.
From 1982 until 1992 Mr. Baxter was the Area Sales Manager--Western States for
Technology Marketing Incorporated where he supervised four regional sales
offices that sold computer controlled automatic test equipment for functional
testing of semiconductor memory boards.
Sally Manley, a co-founder of the Company, has been Vice President Central
Regional Sales since 1994. From 1990 to 1994, Ms. Manley served as an
Executive Sales Manager of the Company. Prior thereto, Ms. Manley was a
Regional Sales Manager of Diodes Incorporated, responsible for sales and
marketing in her region.
3
BOARD MEETINGS AND COMMITTEES
During the year ended December 31, 1996, the Board of Directors met twice.
The Board of Directors has established an Audit Committee and a Compensation
Committee. The Board of Directors does not have a Nominating Committee or a
committee performing similar functions. The Audit Committee met once during
the year. Its members directly oversee the work of the Company's auditors with
respect to financial and accounting matters. Members of the Audit Committee
are Mr. Gu and Mr. Chiang.
The Compensation Committee met twice during the year. The function of the
Compensation Committee is to review and make recommendations with respect to
compensation of executive officers and key employees, including administration
of the Company's Stock Incentive Plan. Members of the Compensation Committee
are Mr. Gu, Mr. Chiang and Mr. Sung.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on its review
of the copies of such forms received by it, or written representations from
certain reporting persons that no Section 16(a) forms were required to be
filed by such persons, the Company believes that, during the year ended
December 31, 1996, all filing requirements applicable to its officers,
directors, and greater than ten percent beneficial owners were complied with.
MANAGEMENT
COMPENSATION OF EXECUTIVE OFFICERS
The following tables set forth certain information as to the Company's Chief
Executive Officer and each of the Company's four most highly compensated
executive officers whose total annual salary plus bonus for the year ending
December 31, 1996 exceeded $100,000:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM
----------------------------------- COMPENSATION STOCK
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTION AWARDS (1)
--------------------------- ---- -------- ------- ------------------
Tzu Sheng Ku 1996 $157,000 $ 595 5,000
Chairman of the Board 1995 $107,521 $ 1,580 2,500
1994 52,500 4,630
Stewart Wang 1996 $171,981 $ 34,725 40,000
Chief Executive Officer 1995 $159,654 $ 88,070 26,500
1994 139,042 39, 755
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(1) All numbers reflect number of shares of Class A Common Stock subject to
options granted during the year.
4
OPTION GRANTS IN LAST FISCAL YEAR
PERCENTAGE OF TOTAL
NUMBER OF SHARES OPTIONS GRANTED EXERCISE OR
UNDERLYING TO EMPLOYEES BASE PRICE
NAME OPTIONS GRANTED IN FISCAL YEAR PER SHARE EXPIRATION DATE
---- ---------------- ------------------- ----------- ---------------
Tzu Sheng Ku 5,000 2.6% $2.375 December 31, 2006
Chairman of the Board
Stewart Wang 40,000 20.6% $2.375 December 31, 2006
Chief Executive Officer
COMPENSATION OF DIRECTORS
Non-employee directors receive $1,500 of compensation for attending the
Annual Board of Directors meeting. The Company pays all out-of-pocket fees of
associated with the Directors attendance. In addition, members of the
Compensation Committee receive an annual grant of 5,000 non-statutory stock
options under the Company's 1995 Stock Incentive Plan (the "1995 Plan"),
exercisable at the fair market value of the Company's Class A Common Stock on
the date of grant, and which vest 1/3 upon on each anniversary thereafter.
EMPLOYMENT CONTRACT
The Company and Mr. Wang have entered into a three year employment
agreement, effective as of January 1, 1995, pursuant to which Mr. Wang will
serve as Chief Executive Officer and President of the Company. Pursuant to
this agreement, Mr. Wang is entitled to a base salary of $150,000 in 1995,
$165,000 in 1996 and $182,000 in 1997, subject to increase at the discretion
of the Board of Directors. The employment agreement terminates on December 31,
1997 unless sooner terminated pursuant to its terms. If Mr. Wang's employment
is terminated without cause, he will be entitled to a severance payment equal
to six months at his then-current annual base salary. Other than Mr. Wang,
officers are appointed by and serve at the discretion of the Board of
Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the years ended December 31, 1996 and 1995, the Company had sales of
approximately $338,000 and $331,000, respectively to companies controlled by
Winston Gu, a director of the Company. All of these sales were of discrete
semiconductor products carried by the Company in inventory and the Company
considers these sales to be in the normal course of business and on an arm's
length basis. The Company expects that such sales may continue in the future.
During the years ended December 31, 1996 and 1995, the Company had sales of
approximately $144,000 and $0, respectively to a company controlled by Tzu
Sheng Ku, a director of the Company. All of these sales were of discrete
semiconductor products carried by the Company in inventory and the Company
considers these sales to be in the normal course of business and on an arm's
length basis. The Company expects that such sales may continue in the future.
5
PRINCIPAL SHAREHOLDERS
The following table sets forth as of March 31, 1997, certain information
regarding the ownership of the Company's Common Stock by (i) each person
(including any group) known by the Company to be the beneficial owner of more
than 5% of the outstanding shares of Common Stock, (ii) each of the Company's
directors and (iii) all of the Company's executive officers and directors as a
group. Except as otherwise indicated below, each person named in the table has
sole voting and investment power with respect to all shares of Common Stock
owned by such person. Unless otherwise indicated, the address of each person
shown is c/o the Company, 25202 Anza Dr., Santa Clarita, California 91355.
CLASS A CLASS B
COMMON STOCK(1) COMMON STOCK(1)
---------------------- ----------------------- % OF VOTE
NAME AND ADDRESS OF NUMBER OF % OF NUMBER OF % OF OF ALL CLASSES(1)
BENEFICIAL OWNER SHARES CLASS SHARES CLASS OF COMMON STOCK
------------------- --------- ----- ---------- ------- -----------------
Stewart Wang 780,279(2) 12.4% 762,612 100% 58.5%(3)
Tzu Sheng Ku 1,216,739(4) 19.7 13.0
Richard Chiang 278,026(5) 4.5 2.0
Winston Gu 92,422(5) 1.5 *
Felix Sung 30,059(5) * *
All directors and
executive officers
as a group (9 persons) 2,549,882(6) 41.4% 762,612 100% 72.2%(3)
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*Less than 1.0%
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission that deem shares to be beneficially
owned by any person who has or shares voting or investment power with
respect to such shares. Unless otherwise indicated, the persons named in
this table have sole voting and sole investment power with respect to all
shares shown as beneficially owned, subject to community property laws
where applicable.
(2) Includes 762,612 shares of Class A Common Stock issuable upon conversion
of the 762,612 shares of Class B Common Stock owned by Mr. Wang and 17,667
shares of Class A Common Stock underlying options that are or will within
60 days of the date hereof be exercisable.
(3) Excludes 762,612 shares of Class A Common Stock issuable upon conversion
of the 762,612 shares of Class B Common Stock owned by Mr. Wang.
(4) Includes 81,962 shares of Class A Common Stock owned by Mr. Ku's wife and
178,180 shares of Class A Common Stock owned by Mr. Ku's four minor
children as to which Mr. Ku exercises sole voting control and includes
1,666 shares of Class A Common Stock underlying options that are, or will
within 60 days of the date hereof, be exercisable.
(5) Includes 6,667 shares of Class A Common Stock underlying options that are,
or will within 60 days of the date hereof, be exercisable.
(6) Includes the shares of Class A Common Stock referred to in footnotes (2),
(4) and (5) above.
6
AUDITORS
KPMG Peat Marwick LLP, independent certified public accountants, were
selected by the Board of Directors to serve as independent auditors of the
Company for the fiscal years ended December 31, 1996 and 1995. Representatives
of KPMG Peat Marwick LLP are expected to be present at the Annual Meeting.
They will have an opportunity to make a statement if they desire to do so and
will respond to appropriate questions from Shareholders.
PROPOSALS OF SHAREHOLDERS
A proper proposal submitted by a shareholder for presentation at the
Company's 1998 Annual Meeting and received at the Company's executive offices
no later than December 17, 1997, will be included in the Company's proxy
statement and form of proxy relating to the 1998 Annual Meeting.
OTHER MATTERS
The Board of Directors is not aware of any matter to be acted upon at the
Annual Meeting other than described in this Proxy Statement. Unless otherwise
directed, all shares represented by the persons named in the accompanying
proxy will be voted in favor of the proposals described in this Proxy
Statement. If any other matter properly comes before the meeting, however, the
proxy holders will vote thereon in accordance with their best judgment.
EXPENSES
The entire cost of soliciting proxies will be borne by the Company.
Solicitation may be made by mail. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward soliciting
material to the beneficial owners of the Company's Common Stock held of record
by them and will reimburse such persons for their reasonable charges and
expenses in connection therewith.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report for the year ended December 31, 1996 is being
mailed to Shareholders along with this Proxy Statement. The Annual Report is
not to be considered part of the soliciting material.
REPORT ON FORM 10-KSB
THE COMPANY UNDERTAKES, UPON WRITTEN REQUEST, TO PROVIDE, WITHOUT CHARGE,
EACH PERSON FROM WHOM THE ACCOMPANYING PROXY IS SOLICITED WITH A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1996,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, BUT EXCLUDING EXHIBITS THERETO. REQUESTS
SHOULD BE ADDRESSED TO TAITRON COMPONENTS INCORPORATED, 25202 ANZA DR., SANTA
CLARITA CALIFORNIA 91355, ATTENTION: CHIEF EXECUTIVE OFFICER.
7
PROXY TAITRON COMPONENTS INCORPORATED PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned, a Shareholder of TAITRON COMPONENTS INCORPORATED, a
California corporation (the "Company"), hereby appoints STEWART WANG and DAVID
M. BATT, and each of them, the proxies of the undersigned, each with full power
of substitution, to attend, vote and act for the undersigned at the Annual
Meeting of Shareholders of the Company, to be held on May 16, 1997, and any
postponements or adjournments thereof, and in connection herewith, to vote and
represent all of the shares of the Company which the undersigned would be
entitled to vote, as follows:
The Board of Directors recommends a WITH vote on Proposal 1.
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement:
___ WITH ___ WITHOUT Authority to vote for the nominee listed below.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR THE NOMINEE, LINE THROUGH OR
OTHERWISE STRIKE OUT NAME BELOW.)
Tzu Sheng (Johnson) Ku Stewart Wang Richard Chiang Winston Gu Felix M.
Sung
The undersigned hereby revokes any other proxy to vote at such Meeting, and
hereby ratifies and confirms all that said attorneys and proxies, and each of
them, may lawfully do by virtue hereof. With respect to matters not known at
the time of the solicitation hereof, said proxies are authorized to vote in
accordance with their best judgment.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ABOVE.
THIS PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE FOR THE ELECTION OF
THE DIRECTORS NAMED, AND AS SAID PROXY SHALL DEEM ADVISABLE ON SUCH OTHER
BUSINESS AS MAY COME BEFORE THE MEETING, UNLESS OTHERWISE DIRECTED.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated April 28, 1997, relating to the
Meeting.
Dated: ________________________, 1997
_____________________________________
_____________________________________
Signature(s) of Shareholder(s)
(See Instructions Below)
The signature(s) hereon should
correspond exactly with the name(s)
of the Shareholder(s) appearing on
the Share Certificate. If stock is
jointly held all joint owners should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If signer is a corporation,
please sign the full corporation
name, and give title of signing
officer.
[_] Please indicate by checking this
box if you anticipate attending
the Annual Meeting.
THIS PROXY IS SOLICITED BY THE BOARD
OF DIRECTORS OF TAITRON COMPONENTS
INCORPORATED