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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12.
LaBarge, Inc.
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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)(1) 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:
- --------------------------------------------------------------------------------
(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.
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[ ] 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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[LABARGE INC LOGO]
NOTICE OF
2000 ANNUAL MEETING
NOVEMBER 15, 2000
AND PROXY STATEMENT
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[LABARGE INC LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 15, 2000
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of LaBarge, Inc. will be held at the
St. Louis Marriott West, 660 Maryville Centre Drive, St. Louis, Missouri, on
November 15, 2000, at 4:00 P.M., CST.
At the Annual Meeting, Common Stockholders will be asked:
1. To elect two Class B Directors for a term ending in 2003;
2. To consider and act upon the ratification of the selection of KPMG
LLP as independent accountants for fiscal 2001;
3. To transact such other business as may properly come before the
meeting.
Only stockholders whose names appear of record at the Company's close
of business on September 18, 2000 (the "Record Date") are entitled to receive
notice of and to vote at the Annual Meeting or any adjournment thereof. ALL
CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS NOTICE HAVE THE DEFINITIONS
GIVEN TO THEM IN THE ATTACHED PROXY STATEMENT.
WE ENCOURAGE YOU TO VOTE VIA INTERNET OR TELEPHONE, OR YOU MAY MAIL
YOUR PROXY.
If you receive more than one proxy card because you own shares
registered in different names or at different addresses, please vote each proxy
as soon as possible by following the instructions on the separate instruction
sheet regarding voting by Internet, telephone or mail.
By Order of the Board of Directors,
/s/ Donald H. Nonnenkamp
Donald H. Nonnenkamp
Vice President, Chief Financial Officer and Secretary
October 4, 2000
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU
INTEND TO BE PRESENT, PLEASE VOTE YOUR PROXY. STOCKHOLDERS CAN HELP THE COMPANY
AVOID UNNECESSARY EXPENSE AND DELAY BY PROMPTLY VOTING THE ENCLOSED PROXY CARD.
THE PRESENCE, IN PERSON OR BY PROPERLY EXECUTED PROXY, OF A MAJORITY OF THE
COMMON STOCK OUTSTANDING ON THE RECORD DATE IS NECESSARY TO CONSTITUTE A QUORUM
AT THE ANNUAL MEETING.
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LABARGE, INC.
9900A CLAYTON ROAD
ST. LOUIS, MISSOURI 63124
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 15, 2000
This Proxy Statement is being furnished to the Common Stockholders of
LaBarge, Inc. (the "Company") on or about October 4, 2000, in connection with
the solicitation of proxies on behalf of the Board of Directors of the Company
for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held
on November 15, 2000 at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting, and at any adjournment or postponement of
that meeting.
Holders of shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company at its close of business on September 18, 2000
(the "Record Date") will be entitled to receive notice of and vote at the Annual
Meeting. On the Record Date, 14,852,054 shares of Common Stock were outstanding.
Holders of Common Stock are entitled to one vote per each share of Common Stock
held of record on the Record Date on each matter that may properly come before
the Annual Meeting.
A plurality of votes of Common Stockholders cast at the Annual Meeting
is required for the election of each Director. Ratification of the selection of
independent accountants requires the affirmative vote of stockholders holding a
majority of the shares of Common Stock voted at the Annual Meeting.
Management of the Company (the "Management"), together with members of
the Board of Directors of the Company, in the aggregate directly or indirectly
controlled approximately 32.7% of the Common Stock outstanding on the Record
Date.
Stockholders of record on the Record Date are entitled to cast their
votes in person or by properly executed proxy at the Annual Meeting. The
presence, in person or by properly executed proxy, of a majority of the Common
Stock outstanding on the Record Date is necessary to constitute a quorum at the
Annual Meeting. If a quorum is not present at the time the Annual Meeting is
convened, the Company may adjourn or postpone the Annual Meeting. Abstentions
and broker non-votes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions and broker
non-votes are not counted for purposes of determining whether a proposal has
been approved. Under applicable Delaware law, an abstention or broker non-vote
will have no effect on the outcome of the election of directors.
All Common Stock represented at the Annual Meeting by properly executed
proxies received prior to or at the Annual Meeting and not properly revoked will
be voted at the Annual Meeting in accordance with the instructions indicated in
such proxies. If no instructions are indicated, such proxies will be voted FOR
election of the Board's nominees as directors, FOR the ratification of the
recommended independent accountants, and, at the discretion of the named
proxies, on any other matters that may properly come before the Annual Meeting.
The Board of Directors of the Company does not know of any matters other than
the matters described in the Notice of Annual Meeting attached to this Proxy
Statement that will come before the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing with the Secretary of the Company, at or before the Annual Meeting, a
written notice of revocation bearing a date later than the date of the proxy,
(ii) duly executing a subsequently dated proxy relating to the Common Stock and
delivering it to the Secretary of the Company at or before the Annual Meeting,
or (iii) attending the Annual Meeting and voting in person (although attendance
at the Annual Meeting will not in and of itself constitute a revocation of a
proxy). Any written notice revoking a proxy should be sent to: Corporate
Secretary, LaBarge, Inc., 9900A Clayton Road, St. Louis, Missouri 63124.
The proxies are solicited by the Board of Directors of the Company. In
addition to the use of the Internet, telephone and mail, proxies may be
solicited personally or by facsimile transmission by Directors, officers or
regular employees of the Company. The cost of solicitation of proxies will be
borne by the Company.
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A copy of the Company's Annual Report for the fiscal year ended July 2,
2000 is being mailed to each stockholder along with this Proxy Statement.
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THE DATE OF THIS PROXY STATEMENT IS OCTOBER 4, 2000.
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PROPOSAL 1: ELECTION OF DIRECTORS
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The Board of Directors of the Company is divided into three classes
designated Class A, Class B and Class C. Each Director is elected for a
three-year term and the term of each Class expires in a different year.
The Board of Directors has nominated for election as Class B Directors:
Messrs. John G. Helmkamp, Jr. and Lawrence J. LeGrand. Each of the nominees is
currently serving as a Director of the Company and each has consented to
continue to serve as a Director if elected. Unless proxy cards are marked to
withhold authority to vote for any of the Director nominees, the proxies intend
to vote all properly executed proxies FOR election of each of the Director
nominees.
The following biographical information is furnished with respect to
each nominee and each current Director whose term continues after the Annual
Meeting:
- ------------------------------------------------------ ------------- ------- ------------ -------------------------------
TERM
EXPIRATION DIRECTOR POSITIONS WITH THE
DATE AGE SINCE COMPANY
- ------------------------------------------------------ ------------- ------- ------------ -------------------------------
NOMINEES FOR ELECTION AS CLASS B DIRECTORS
JOHN G. HELMKAMP, JR. 2003 53 1998 DIRECTOR
LAWRENCE J. LEGRAND 2003 49 1998 DIRECTOR
- ------------------------------------------------------ ------------- ------- ------------ -------------------------------
Continuing Class C Directors
Robert H. Chapman 2001 54 1998 Director
Richard P. Conerly 2001 76 1975 Director
Pierre L. LaBarge, Jr. 2001 75 1967 Chairman Emeritus and
Director
- ------------------------------------------------------ ------------- ------- ------------ -------------------------------
Continuing Class A Directors
Craig E. LaBarge 2002 49 1981 Chief Executive Officer,
President and Director
James P. Shanahan, Jr. 2002 39 1987 Director
Jack E. Thomas, Jr. 2002 48 1997 Director
- ------------------------------------------------------ ------------- ------- ------------ -------------------------------
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
ELECTION OF ITS NOMINEES FOR DIRECTOR.
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EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES FOR DIRECTOR
The following table sets forth certain information, as of September 18,
2000, with respect to the executive officers, directors whose term of office
will continue after the Annual Meeting, and nominees for directors of the
Company:
NAME AGE POSITION(S)
- --------------------------------------------------------------------------------------------------------------------
Pierre L. LaBarge, Jr.....................75 Chairman Emeritus and Director
Craig E. LaBarge..........................49 Chief Executive Officer, President and Director
Randy L. Buschling........................40 Senior Vice President
Harvey Baker..............................49 Vice President
Thomas N. Hilleary........................50 Vice President
Thomas L. Hubbard.........................47 Vice President
Donald H. Nonnenkamp......................48 Vice President, Chief Financial Officer & Secretary
John R. Parmley...........................46 Vice President
Robert H. Chapman.........................55 Director
Richard P. Conerly........................76 Director
John G. Helmkamp, Jr......................53 Director
Lawrence J. LeGrand.......................49 Director
James P. Shanahan, Jr.....................39 Director
Jack E. Thomas, Jr........................48 Director
Pierre L. LaBarge, Jr., Chairman Emeritus, is the founder of the
predecessor Company. Mr. LaBarge retired from day-to-day business operations in
1995. He has been a Director since 1967.
Craig E. LaBarge is the son of Pierre L. LaBarge, Jr. and has been a
Director since 1981. He assumed the positions of Chief Executive Officer and
President in 1991. Prior to that time, he was Vice President--Marketing of the
Electronics Division of the Company (1975 to 1979), President of the Electronics
Division of the Company (1979 to 1986), Vice President of the Company (1981 to
1986) and President and Chief Operating Officer of the Company (1986 to 1991).
Mr. LaBarge is also a director and member of the Audit Committee of both TALX
Corporation and Young Innovations, Inc.
Mr. Buschling joined the Company in 1998. He is currently Senior Vice
President of the Manufacturing Services Group of the Company. He was Vice
President--Aerospace and Defense Business Unit from 1998 to 1999. Prior to
joining the Company, he was General Manager of Watlow Electric Manufacturing
Company's Systems Division for more than five years.
Mr. Baker joined the Company in 1996. He is currently Vice
President--Operations for the Manufacturing Services Group of the Company. Prior
to joining the Company, he was Vice President of Manufacturing and Customer
Service for the Broadcast Division of Harris Corporation for more than five
years.
Mr. Hilleary joined the Company in 1998 with the acquisition of Open
Cellular Systems, Inc. He is Vice President of LaBarge, Inc. and oversees the
Company's Network Technologies Group. Prior to joining the Company, he was
President of Open Cellular Systems, Inc. from 1997 to 1998, and Vice
President--Engineering of Distribution Control Systems, Inc. from 1992 to 1997.
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Mr. Hubbard joined the Company in 1980. He is Vice President of
LaBarge, Inc. and oversees the Company's investment in NotiCom L.L.C. He was
Vice President--Telecommunications Business Unit from 1996 to 1999. Prior to
that time, he was Sales Manager for the Joplin facility for more than five
years.
Mr. Nonnenkamp joined the Company in 1999. He is currently Vice
President, Chief Financial Officer and Secretary of the Company. He has most
recently served as Vice President and Treasurer for Esco Electronics Corporation
from 1993 to 1999. Prior to joining Esco, Mr. Nonnenkamp served as Vice
President and Chief Financial Officer for Clark Oil and Refining Corporation.
Mr. Parmley became Vice President--Sales and Marketing for the
Manufacturing Services Group in 1999. He was Account Manager--Aerospace and
Defense Business Unit from 1997 to 1999. Previously, Mr. Parmley was employed by
Eagle-Picher Industries, Inc., where he served in various sales and management
positions from 1991 to 1997.
Mr. Chapman became a Director in 1998 and serves as a member of the
Audit Committee of the Board of Directors. Since 1975, he has served as Chairman
of the Board and Chief Executive Officer of Barry-Wehmiller Companies, Inc. a
leading provider of packaging automation equipment.
Mr. Conerly became a director in 1975 and serves as a member of the
Audit Committee of the Board of Directors. He was formerly Chairman and Chief
Executive Officer of Orion Capital Inc. (a private company) from 1987 to 1994;
President of Pott Industries Inc., a marine services company, from 1969 to 1987;
and Vice Chairman of Coal Marine, Houston Natural Gas Corporation, parent
company of Pott Industries Inc., from 1979 to 1985. He is also a director of
Young Innovations, Inc.
Mr. Helmkamp became a Director in 1998 and serves as a member of the
Audit Committee of the Board of Directors. He retired from the positions of
Chairman of the Board and Chief Executive Officer of Illinois State Bank and
Trust in 1996, where he served in those capacities for more than five years. Mr.
Helmkamp also serves on the Board of Directors of the United Way of Greater St.
Louis.
Mr. LeGrand became a Director in 1998 and serves as a member of the
Human Resources Committee of the Board of Directors. Since April 1998, he has
been Executive Vice President of LMI Aerospace, Inc., a leading manufacturer in
the aerospace industry. Prior to that time, Mr. LeGrand was a partner of KPMG
LLP for more than 20 years.
Mr. Shanahan became a Director in 1987 and serves as a member of the
Human Resources Committee of the Board of Directors. He has been Executive Vice
President, General Counsel and Director of Pacholder Associates, Inc., an
investment advisory firm, since 1986 and is on the Board of Directors of Harvard
Industries.
Mr. Thomas became a Director in 1997 and serves as a member of the
Human Resources Committee of the Board of Directors. Since 1982, he has been
President, Chief Executive Officer and Chairman of the Board of Coin Acceptors,
Inc., a world leader in the design and manufacture of coin mechanisms, bill
validators, control systems, and vending machines. Mr. Thomas serves on the
Board of Directors of Firstar Bank, is Chairman of Royal Vendors, Inc. (a
private company), and serves on the Advisory Board of ALTO U.S., Inc.
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The Board of Directors of the Company held six meetings in fiscal 2000.
The Company has a standing Audit Committee of its Board of Directors, which held
four meetings in fiscal 2000. This Committee is governed by a Charter, a copy of
which is attached hereto as Exhibit A, that specifies its responsibilities, the
accountability of the outside auditors to the Board of Directors and the Audit
Committee, and the Audit Committee's responsibility to ensure independence of
the outside auditors. The Audit Committee reviews the adequacy of its Charter
annually. The Company also has a standing Human Resources Committee of its Board
of Directors, which held four meetings in fiscal 2000. This Committee performs
the principal function of acting as a compensation committee. The Company has no
standing nominating committee or any committee which performs similar functions.
Each Director attended at least 85% of the meetings of the Board and its
Committees on which he served in fiscal 2000.
DIRECTORS' FEES
Members of the Board of Directors who are not employees of the Company
receive $1,500 for each Board meeting attended, $750 for each committee meeting
attended and $500 for attendance at the Company's Annual Meeting. Directors are
reimbursed for expenses incurred in attending meetings of the Board of Directors
and Committees.
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
of the Chief Executive Officer and the four other most highly compensated
executives who served in such capacities as of July 2, 2000, for the fiscal
years indicated.
- ------------------------------------ --------- --------------------------- ------------------------ ------------------
ANNUAL LONG-TERM
COMPENSATION (1) COMPENSATION
AWARDS PAYOUTS
-------------- ------------ ----------- ------------
NAME AND FISCAL ($) ($) (#) ($) LTIP(2) ($) ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) OPTIONS PAYOUTS(6) COMPENSATION (7)
- ------------------------------------ --------- -------------- ------------ ----------- ------------ ------------------
Craig E. LaBarge 2000 352,508 184,000 294,118 75,000 47,066
Chief Executive Officer 1999 325,000 0 25,000 0 44,753
& President 1998 300,014 105,000 15,513 0 28,752
- ------------------------------------ --------- -------------- ------------ ----------- ------------ ------------------
Randy L. Buschling (3) 2000 238,577 91,000 68,632 0 25,536
Senior Vice President 1999 120,580 0 0 0 13,401
- ------------------------------------ --------- -------------- ------------ ----------- ------------ ------------------
Harvey Baker 2000 172,000 74,000 34,309 0 41,716
Vice President 1999 167,299 0 12,000 0 41,688
1998 155,654 53,000 12,000 0 40,806
- ------------------------------------ --------- -------------- ------------ ----------- ------------ ------------------
Donald H. Nonnenkamp (4) 2000 146,923 64,000 59,221 0 15,008
Vice President, Chief Financial
Officer and Secretary
- ------------------------------------ --------- -------------- ------------ ----------- ------------ ------------------
John R. Parmley (5) 2000 121,500 37,000 34,309 0 7,272
Vice President
- ------------------------------------ --------- -------------- ------------ ----------- ------------ ------------------
(1) Includes compensation amounts earned during the fiscal years shown but
deferred pursuant to individual deferred compensation agreements with the
Company.
(2) Bonus amounts and Long-Term Incentive Plan (LTIP) payouts are earned in the
fiscal year shown and paid in the subsequent fiscal year.
(3) Mr. Buschling became an officer of the Company on September 21, 1998.
(4) Mr. Nonnenkamp became an officer of the Company on November 8, 1999.
(5) Mr. Parmley became an officer of the Company on July 1, 1999.
(6) Under the terms of the Company's LTIP, awards to the Chief Executive
Officer are paid 50% in cash and 50% in non-qualified stock options.
Payouts to all other participants are in non-qualified stock options.
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(7) Includes the following by individual for the fiscal year ended July 2,
2000:
- ---------------------------------------- ------------------------ ------------------------ ---------------------------
SPLIT $ LIFE COMPANY MATCH ON USE OF
NAME PREMIUM ($) (A) 401(K) DEFERRALS ($) AUTO ($)
- ---------------------------------------- ------------------------ ------------------------ ---------------------------
Craig E. LaBarge 36,003 0 11,063
- ---------------------------------------- ------------------------ ------------------------ ---------------------------
Randy L. Buschling 13,954 2,832 8,750
- ---------------------------------------- ------------------------ ------------------------ ---------------------------
Harvey Baker 31,954 2,512 7,250
- ---------------------------------------- ------------------------ ------------------------ ---------------------------
Donald H. Nonnenkamp 4,697 711 9,600
- ---------------------------------------- ------------------------ ------------------------ ---------------------------
John R. Parmley 0 1,898 5,374
- ---------------------------------------- ------------------------ ------------------------ ---------------------------
(a) By agreement, these "split dollar life" premiums will be substantially
recovered upon the surrender of the policy or death of the executive.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth all stock options granted to the named
executives during the fiscal year ended July 2, 2000.
- ---------------------------------------------------------------------------------------- -----------------------------
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
INDIVIDUAL GRANTS STOCK PRICE APPRECIATION
FOR OPTION TERM
- ---------------------------------------------------------------------------------------- -----------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) (A) FISCAL YEAR ($/SH) DATE (A) 5% ($) 10% ($)
- ----------------------------- ------------- ---------------- -------------- ------------ -------------- --------------
Craig E. LaBarge 294,118 42.7 2.50 9/23/09 462,423 1,171,871
- ----------------------------- ------------- ---------------- -------------- ------------ -------------- --------------
Randy L. Buschling 68,632 10.0 2.50 9/23/09 107,906 273,454
- ----------------------------- ------------- ---------------- -------------- ------------ -------------- --------------
Harvey Baker 34,309 5.0 2.50 9/23/09 53,942 136,699
- ----------------------------- ------------- ---------------- -------------- ------------ -------------- --------------
Donald H. Nonnenkamp (b) 59,221 8.6 2.50 11/8/09 93,109 235,958
- ----------------------------- ------------- ---------------- -------------- ------------ -------------- --------------
John R. Parmley 34,309 5.0 2.50 9/23/09 53,942 136,699
- ----------------------------- ------------- ---------------- -------------- ------------ -------------- --------------
(a) The options granted in fiscal 2000 vest in five equal installments, on each
of the first five anniversaries of the date of the grant or immediately
after a change in control.
(b) 20,000 of the options granted to Mr. Nonnenkamp will become exercisable on
November 8, 2001.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth all stock options exercised by the named
executives during the fiscal year ended July 2, 2000 and the number and value of
unexercised options held by such executives at fiscal year-end.
- -------------------------- ------------- ---------------- ------------------------------ -----------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED "IN THE MONEY" OPTIONS
ACQUIRED OPTIONS AT FISCAL YEAR END (#) AT FISCAL YEAR-END ($) (A)
ON VALUE ------------------------------ -----------------------------
NAME EXERCISE (#) REALIZED ($)(B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ------------- ---------------- -------------- --------------- ------------- ---------------
Craig E. LaBarge 40,000 7,400 57,288 319,118 0 0
- -------------------------- ------------- ---------------- -------------- --------------- ------------- ---------------
Randy L. Buschling 0 0 0 68,632 0 0
- -------------------------- ------------- ---------------- -------------- --------------- ------------- ---------------
Harvey Baker 0 0 24,500 46,309 0 0
- -------------------------- ------------- ---------------- -------------- --------------- ------------- ---------------
Donald H. Nonnenkamp 0 0 0 59,221 0 0
- -------------------------- ------------- ---------------- -------------- --------------- ------------- ---------------
John R. Parmley 0 0 0 39,309 0 0
- -------------------------- ------------- ---------------- -------------- --------------- ------------- ---------------
(a) Options are "in the money" if the market value of the shares covered
thereby is greater than the option exercise price. Market value of a share
at July 2, 2000 was $2.0625.
(b) Value realized is the difference between the market value of a share on the
exercise date and the exercise price per share, times the number of shares
exercised.
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HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
LaBarge, Inc. has had an independent Human Resources Committee (the
"Committee") since 1981. The Committee is made up of three outside directors
appointed annually by the Board of Directors (the "Board"). The principal
responsibilities of the Committee include the following:
- Review and recommend to the Board the annual salary, incentive
compensation, including performance awards under the 1999
Non-Qualified Stock Option Plan and other benefits of the chief
executive officer and other members of executive management.
The Company's compensation practices are designed to achieve certain
fundamental objectives, including:
- To attract and retain talented key executives;
- To set competitive compensation levels;
- To provide incentives which focus performance on the achievement
of Company objectives;
- To align executive compensation, including the award of stock
options, with the interest of the stockholders.
To assist the Committee, the Company has, for more than 10 years,
contracted with an independent compensation and benefits consulting firm. This
firm periodically evaluates each of the key management positions within the
Company. The evaluation is based upon such criteria as the size and scope of the
job, specific technical and managerial skills required, and the impact of the
specific job on Company results.
Using the evaluations of each job and data on the compensation
practices of over 500 industrial companies in the U.S., the consultants
recommend ranges for both base salary and bonus opportunity. The range for base
salary is wide (plus or minus 20% from a mid-point) to accommodate a variety of
individual criteria, including competitive factors and specific job performance
over time. The recommended range for bonus opportunity is also wide, plus or
minus 50% from a mid-point. The Committee believes that executives should be
paid a base salary that is within the recommended range. Actual bonus payments
may range from zero to the recommended high point or greater.
Each year, the CEO makes recommendations to the Committee regarding
proposed salary changes and bonus payments, if any. The recommendations, and the
Committee's evaluation of them, are based upon a variety of criteria including
profit performance to plan, cash flow, debt reduction, customer development, the
accomplishment of specific important objectives and many subjective factors. All
of these factors were considered in determining the salaries and bonuses for
2000. These factors are also considered in establishing the compensation of the
Chief Executive Officer.
Committee members: Jack E. Thomas, Jr., Chairman
Lawrence J. LeGrand
James P. Shanahan, Jr.
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EMPLOYMENT AGREEMENT WITH NAMED EXECUTIVE OFFICER
In 1999, the Company entered into an Executive Severance Agreement
with Donald H. Nonnenkamp, Vice President, Chief Financial Officer and Secretary
of the Company. The Agreement provides that, following a Change of Control (as
defined by the Agreement), the Company will continue to employ Mr. Nonnenkamp
for a period not less than one year at his place of employment immediately prior
to the Change of Control or within 50 miles thereof. During that period, Mr.
Nonnenkamp would be entitled to a base salary in the amount not less than the
annualized base salary paid or payable to him during the month immediately
preceding the month in which the Change of Control occurs. He would also be
entitled to an annual bonus equal to the same percentage of his base salary as
the average bonuses paid to Mr. Nonnenkamp in each of the five fiscal years most
recently ended were to his base salary in those years, after disregarding the
highest and lowest of such percentages. Mr. Nonnenkamp would also be entitled,
during such one-year period, to all pension, welfare and other employee
benefits, fringe benefits and perquisites in amounts and on terms no less
favorable than those to which he was entitled on the date of the Change of
Control. The Agreement also provides that, in the event of termination of Mr.
Nonnenkamp's employment during such one-year period for reasons other than
death, disability, or Cause (as defined by the Agreement) or voluntarily by Mr.
Nonnenkamp without Good Reason (as defined by the Agreement), Mr. Nonnenkamp
would be entitled to a lump sum payment from the Company equal to the sum of:
(i) his salary and other compensation not yet paid by the Company through the
date of termination; (ii) a bonus prorated for the portion of the year through
the date of termination; (iii) the product of three times the sum of (x) Mr.
Nonnenkamp's salary plus (y) the bonus to which he would have been entitled for
the full fiscal year; plus (iv) vacation pay. The Company would also be required
to provide to Mr. Nonnenkamp for three years after termination all medical,
hospitalization, disability and certain other benefits in amounts and on terms
not less favorable than those to which he was entitled at the time of
termination. If the foregoing amounts were not paid when due, they would bear
interest at the rate of 15% per annum. The Agreement provides for appropriate
adjustments of such payments if they would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended.
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VOTING SECURITIES AND OWNERSHIP THEREOF BY CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Set forth below is information as of September 18, 2000, concerning all
persons known to the Company to be beneficial owners of more than 5% of the
Common Stock outstanding on the Record Date, and beneficial ownership of Common
Stock by each Director and nominee for Director of the Company, each Executive
Officer of the Company named in the compensation table and all Executive
Officers and Directors as a group (unless otherwise indicated, such ownership
represents sole voting and sole investment power).
- ----------------------------------------- -------------------------------------- -------------------------------------
NAME AND ADDRESS OF SHARES PERCENT
BENEFICIAL OWNERS (1) BENEFICIALLY OWNED OF CLASS
- ----------------------------------------- -------------------------------------- -------------------------------------
Harvey Baker 33,521 (2) *
- ----------------------------------------- -------------------------------------- -------------------------------------
Randy L. Buschling 13,726 (2) *
- ----------------------------------------- -------------------------------------- -------------------------------------
Robert H. Chapman 0 --
- ----------------------------------------- -------------------------------------- -------------------------------------
Richard P. Conerly 51,704 *
- ----------------------------------------- -------------------------------------- -------------------------------------
John G. Helmkamp, Jr. 612,911 (3) 4.1%
- ----------------------------------------- -------------------------------------- -------------------------------------
J. C. Kuhn, Jr. 20,000 *
- ----------------------------------------- -------------------------------------- -------------------------------------
Pierre L. LaBarge, Jr. 1,964,775 (4) (5) (6) 13.2%
- ----------------------------------------- -------------------------------------- -------------------------------------
Craig E. LaBarge 1,918,573 (2) (7) (8) 12.9%
- ----------------------------------------- -------------------------------------- -------------------------------------
Lawrence J. LeGrand 138,750 (12) *
- ----------------------------------------- -------------------------------------- -------------------------------------
Donald H. Nonnenkamp 953,861 (2) (7) (13) 6.3%
- ----------------------------------------- -------------------------------------- -------------------------------------
John R. Parmley 8,724 (2) (14) *
- ----------------------------------------- -------------------------------------- -------------------------------------
James P. Shanahan, Jr. 84,000 *
- ----------------------------------------- -------------------------------------- -------------------------------------
Jack E. Thomas, Jr. 2,000 *
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All executive officers and directors as 4,857,528 32.7%
a group (13 persons)
- ----------------------------------------- -------------------------------------- -------------------------------------
* Less than 1%.
(1) The address of each executive officer and Director is c/o LaBarge,
Inc., 9900A Clayton Road, St. Louis, Missouri 63124.
(2) Includes options exercisable within 60 days for the following number of
shares under the 1993 and 1995 Incentive Stock Option Plans and the
1999 Non-Qualified Stock Option Plan: Harvey Baker - 31,361; Randy L.
Buschling - 13,726; Craig E. LaBarge - 116,111; Donald H. Nonnenkamp
-7,844; John R. Parmley - 6,861. All executive officers and directors
as a group - 182,764 shares.
(3) Includes 2,500 shares held by Mr. Helmkamp's spouse in her name, 5,911
shares in her IRA and 35,000 shares held in a trust, of which she acts
as trustee. Also includes 57,900 shares held in three trusts for the
benefit of Mr. Helmkamp's children and 20,000 shares held in a trust
for the benefit of his mother; Mr. Helmkamp is trustee of the aforesaid
trusts. Mr. Helmkamp disclaims beneficial ownership of all of these
shares.
(4) Includes 1,071,500 shares owned in Pierre L. LaBarge, Jr.'s individual
capacity.
(5) Includes 883,275 shares held in Pierre L. LaBarge, Jr.'s revocable
living trust.
(6) Includes 10,000 shares held by Pierre L. LaBarge Jr.'s spouse. Pierre
L. LaBarge Jr. disclaims beneficial ownership of these shares.
(7) Includes 945,017 shares held in the Benefit Plan as to which the two
members of the Benefit Plan administrative committee have shared voting
power; comprising an aggregate of 233,091 shares which are held in
accounts of executive officers of the Company and an aggregate of
711,926 shares which are held in accounts of other employees of the
Company.
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(8) Includes 30,422 shares held by seven trusts for the benefit of six
nephews and one niece, of which trusts Craig E. LaBarge is a co-trustee
and in which shares Mr. LaBarge disclaims beneficial ownership.
(9) Includes 70,548 shares held by Craig E. LaBarge's spouse in her name,
34,000 shares held in her IRA, and 5,142 shares as custodian for their
two minor children. Craig E. LaBarge disclaims beneficial ownership of
these shares.
(10) Includes 18,172 shares held by a trust for two minor children of Craig
E. LaBarge, of which trust Craig E. LaBarge is a co-trustee and in
which shares Mr. LaBarge disclaims beneficial ownership.
(11) Includes 673,411 shares owned in Craig E. LaBarge's individual
capacity, 5,750 shares owned jointly with his spouse and 20,000 shares
held in his IRA.
(12) Includes 133,750 shares held in a grantor trust, of which trust Mr.
LeGrand is trustee.
(13) Includes 1,000 shares owned in Mr. Nonnenkamp's individual capacity.
(14) Includes 1,863 shares owned in Mr. Parmley's individual capacity.
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements were met during
fiscal 2000.
PERFORMANCE GRAPHS
Five-Year Total Return. The following graph compares the cumulative
total stockholder return (stock price appreciation plus dividends) on the
Company's Common Stock with the cumulative total return of the American Stock
Exchange Market value and a pEer group.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN* AMONG LABARGE, INC.,
THE AMEX MARKET VALUE INDEX AND A PEER GROUP
[LINE GRAPH]
The peer group consists of the following companies selected on the basis of
their market capitalization and similarity of businesses: Miltope Group, Inc.;
Sparton Corporation; Tech Sym Corporation; Esterline Technologies Corporation;
EDO Corporation; Whittaker Corporation; Cubic Corporation; GRC International,
Inc. and Aydin Corporation.
Research Data Peer Group Total Return Worksheet
LA BARGE INC
Cumulative Total Return
--------------------------------------------------------------------------
6/95 6/96 6/97 6/98 6/99 6/00
LABARGE, INC. 100.00 408.33 272.22 144.44 91.67 91.69
PEER GROUP 100.00 122.26 158.62 155.11 126.26 120.57
AMEX MARKET VALUE 100.00 115.09 123.53 154.95 174.66 205.72
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PROPOSAL 2: SELECTION OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
KPMG LLP ("KPMG") has been appointed as independent accountants for the
Company for the fiscal year ending July 1, 2001 by the Board of Directors with
the approval of the Audit Committee. KPMG has been the Company's independent
accountants since 1980. Although the appointment of independent accountants does
not require the approval of Common Stockholders, the Board of Directors believes
Common Stockholders should participate in the appointment through ratification.
A representative of KPMG is expected to be present at the Annual Meeting of
Stockholders with the opportunity to make a statement, if he so desires, and he
is expected to be available to respond to appropriate questions raised orally at
the meeting.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock casting a vote at the Annual Meeting is necessary for the
ratification of the selection of the independent accountants.
-------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT
ACCOUNTANTS FOR FISCAL 2001.
-------------------------------------------------------
STOCKHOLDER PROPOSALS
Any stockholder proposal to be presented at the next Annual Meeting,
which is expected to be held in November 2001, must be received by the Company
at its principal office at the address listed on page 2 hereof no later than May
18, 2001.
By Order of the Board of Directors,
/s/ Donald H. Nonnenkamp
DONALD H. NONNENKAMP
Vice President, Chief Financial Officer and Secretary
St. Louis, Missouri
October 4, 2000
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EXHIBIT A
LABARGE, INC.
AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the Board of Directors to assist
the Board in monitoring (1) the integrity of the financial statements of the
Company, (2) the compliance by the Company with legal and regulatory
requirements relating to accounting, auditing and financial reporting and (3)
the independence and performance of the Company's independent auditors.
The members of the Audit Committee shall meet the independence and
experience requirements of the American Stock Exchange. The Audit Committee
shall consist of not less than three members and shall be appointed by the
Board, taking into account prior experience in matters to be considered by the
Committee, probable availability at times required for consideration of such
matters, and their individual independence and objectivity. Accordingly, all of
the members of the Audit Committee shall be directors independent of management
and free from relationships that, in the opinion of the Board, would interfere
with the exercise of independent judgment as a Committee member. Each member
shall be able to read and understand fundamental financial statements, including
balance sheets, income statements and cash flow statements. At least one member
shall have past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or
background, including being or having been a chief executive officer or other
senior officer with financial oversight responsibilities.
The Audit Committee, with the concurrence of the Board, shall have the
authority to retain special legal, accounting or other consultants to advise the
Committee. The Audit Committee may request any officer or employee of the
Company or the Company's outside counsel or independent auditor to attend a
meeting of the Committee or to meet with any members of, or consultants to, the
Committee.
The Audit Committee shall make regular reports to the Board.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.
2. Review the Company's annual audited financial statements with management,
including major issues regarding accounting and auditing principles and
practices as well as the adequacy of internal controls that could
significantly affect the Company's financial reporting process.
3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Company's financial statements.
4. Review with management and the independent auditor the Company's quarterly
financial results and proposed press release prior to the release of
earnings or the filing of its Form 10-Q and Form 10-K.
5. Meet periodically with management to review the company's major financial
risk exposures and the steps management has taken to monitor and control
such exposures.
6. Review major changes to the Company's auditing and accounting principles
and practices as suggested by the independent auditor or management.
7. Recommend to the Board the appointment of the independent auditor, which
firm shall be instructed that it is ultimately accountable to the Audit
Committee and the Board, as representatives of the Company's shareholders.
8. Approve the fees to be paid to the independent auditor.
9. Take, or recommend that the full Board take, appropriate action to oversee
the independence of the independent auditor.
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10. Receive periodic reports from the independent auditor regarding the
auditor's independence consistent with Independence Standards Board
Standard 1 and discuss such reports with the auditor.
11. Evaluate together with the Board the performance of the independent auditor
and, if so determined by the Audit Committee, recommend that the Board
replace the independent auditor.
12. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.
13. Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the
audit.
14. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to the letter.
15. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management. Nor is it the duty of the Audit
Committee to conduct investigations, to resolve disagreements, if any, between
management and the independent auditor or to assure compliance with laws and
regulations.
Adopted by the Board of Directors May 3, 2000.
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[LABARGE INC. LOGO]
LABARGE, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 15, 2000
The undersigned hereby appoints Craig E. LaBarge and Donald H.
Nonnenkamp, or either of them acting in the absence of the other, proxies for
the undersigned, with full power of substitution, to vote all shares of the
undersigned at the Annual Meeting of Stockholders of LaBarge, Inc. to be held at
the St. Louis Marriott West, 660 Maryville Centre Drive, St. Louis, Missouri, on
November 15, 2000, at 4:00 P.M. St. Louis time, and at any adjournments thereof,
in accordance with the instructions noted below, and with discretionary
authority with respect to such other matters not known or determined at the time
of the solicitation of this proxy, as may properly come before said meeting or
any adjournments thereof.
YOUR VOTE IS IMPORTANT TO US!
WE ENCOURAGE VOTING ON THE INTERNET OR BY TELEPHONE.
(Please Refer to the Accompanying Voting Instruction Sheet.)
(Detach Proxy Form Here)
- --------------------------------------------------------------------------------
The undersigned hereby revokes any proxies heretofore given in
connection with the Annual Meeting and directs said persons to use this proxy
to act or vote as follows:
1. Election of Directors: Class B- 01 - John G. Helmkamp, Jr.
02 - Lawrence J. LeGrand
[ ] FOR all nominees listed [ ] FOR all nominees EXCEPT for [ ] WITHHOLD AUTHORITY to vote
nominees written in space below for all nominees
- -------------------------------------------------------------------------------------------------------------
2. Proposal to ratify the selection of KPMG LLP as Independent Accountants for the fiscal year ending
July 1, 2001.
[ ] FOR KPMG LLP as [ ] AGAINST KPMG LLP for [ ] ABSTAIN
Independent Accountants Independent Accountants
(SEE REVERSE SIDE)