SCHEDULE 14A
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 Sec. 240.14a-12
SENSYTECH, INC.
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(Name of Small Business Issuer in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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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2
SENSYTECH, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 30, 2002
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Sensytech, Inc. will be held at the main office of Sensytech, Inc., 8419
Terminal Road, Newington, Virginia, on Thursday, May 30, 2002, at 10:00 a.m.,
local time, for the following purposes:
(a) To act upon a proposal to adopt the Sensytech, Inc. 2002 Stock
Incentive Plan;
(b) To act upon a proposal to approve an amendment to the
Sensytech, Inc. Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 5,000,000
shares to 25,000,000 shares; and
(c) The transaction of such other business as may properly come
before the Special Meeting or any adjournments or
postponements thereof.
Only stockholders of record at the close of business on March 30,
2002 will be entitled to notice of, and to vote at, the meeting and any
adjournment thereof.
THE BOARD OF DIRECTORS OF SENSYTECH, INC. HOPES THAT YOU WILL FIND IT
CONVENIENT TO ATTEND THE MEETING IN PERSON. IF YOU ARE PLANNING TO ATTEND THE
MEETING, PLEASE INDICATE THAT FACT BY MARKING THE APPROPRIATE LINE ON THE
ACCOMPANYING PROXY FORM EVEN IF YOU DO NOT WISH TO GIVE YOUR PROXY. WHETHER
YOU INTEND TO ATTEND THE MEETING OR NOT, PLEASE READ THE ENCLOSED MATERIAL,
SIGN, MARK, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO
MAKE SURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING. IF YOU ATTEND THE
MEETING, YOU MAY VOTE YOUR STOCK PERSONALLY EVEN THOUGH YOU HAVE SENT IN YOUR
PROXY.
By Order of the Board of Directors,
/s/ Lloyd A. Semple
-------------------------------------
Lloyd A. Semple
Secretary
Newington, Virginia
April 22, 2002
SENSYTECH, INC.
EXECUTIVE OFFICES
8419 TERMINAL ROAD
NEWINGTON, VA 22122-1430
SENSYTECH, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Sensytech, Inc. (the "Company") for use
at the Special Meeting of Stockholders of the Company being held on Thursday,
May 30, 2002, at 10:00 a.m., local time, or at any adjournment thereof, for
voting on the matters set forth in the accompanying Notice of Special Meeting of
Stockholders and in this Proxy Statement.
Only stockholders of record as of the close of business on March 30,
2002 will be entitled to vote at the Special Meeting or any adjournment thereof.
The Company had 4,053,723 shares of Common Stock, $0.01 par value (the "Common
Stock"), issued and outstanding on that date. The presence in person or by proxy
of a majority of the shares of Common Stock outstanding on the record date is
required for a quorum. This Proxy Statement and the accompanying form of proxy
are being first sent or given to the Company's stockholders on or about April
30, 2002. Ten days before the Special Meeting, a complete list of stockholders
entitled to vote at the meeting will be open to examination by any stockholder
for any purpose germane to the meeting during ordinary business hours at the
Company's principal office.
When proxies are properly dated, executed and returned, the shares
they represent will be voted at the Special Meeting in accordance with the
instructions of the stockholder. If no specific instructions are given, the
shares will be voted FOR the approval of the Sensytech, Inc. 2002 Stock
Incentive Plan and FOR approval of an amendment to the Sensytech, Inc.
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 5,000,000 to 25,000,000. In addition, if other matters come
before the Special Meeting, the persons named in the accompanying form of
proxy will vote in accordance with their best judgment with respect to such
matters.
Stockholders who execute a proxy in the accompanying form may
nevertheless revoke the proxy at any time before it is exercised by giving
written notice to the Secretary prior to the Special Meeting, by executing and
delivering a later dated proxy, or by voting in person at the meeting.
Each share of Common Stock outstanding on the record date will be
entitled to one vote on all matters. Since adoption of the 2002 Stock Incentive
Plan only requires approval by a majority of those voting, abstentions will have
no impact on the vote. Because adoption of the Charter amendment requires a
majority vote of all stockholders, abstentions will have the same effect as
negative votes for that proposal. Broker non-votes are not deemed to be present
or represented for purposes of determining whether stockholder approval of that
matter has been obtained, but they are counted as present for purposes of
determining the existence of a quorum at the Special Meeting.
The expenses of solicitation of proxies will be paid by the Company.
In addition to solicitation by mail, the officers and employees of the
Company, who will receive no extra compensation therefor, may solicit proxies
personally or by telephone. The Company will reimburse brokerage houses and
other nominees for their expenses incurred in sending proxies and proxy
materials to the beneficial owners of shares held by them.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Common Stock is the only voting security of the Company. The
following table sets forth certain information with respect to the beneficial
ownership of shares of the Company's Common Stock, as of March 30, 2002, by
each person who is known by the Company to have been the beneficial owner of
5% or more of the shares of Common Stock outstanding on that date. Unless
otherwise noted, each stockholder exercises sole voting and investment power
with respect to the shares beneficially owned.
PRINCIPAL HOLDERS OF SECURITIES
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NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES(1) CLASS
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S. Kent Rockwell
960 Penn Avenue, Suite 800 900,394(2) 22.2
Pittsburgh, PA 15222
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S. R. Perrino
6319 Chaucer View Circle 776,096(3) 19.1
Alexandria, VA 22304
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(1) The column sets forth shares of Common Stock which are deemed to be
"beneficially owned" by the persons named in the table under Rule
13d-3 of the SEC.
(2) Shares held by Rockwell Holdings, Inc., over which Mr. Rockwell has
sole voting and investment power.
(3) Includes 67,276 shares held of record by the Company's 401(k) Profit
Sharing Plan over which Mr. Perrino has sole voting and investment
power.
2
OWNERSHIP OF EQUITY AND VOTING
SECURITIES BY DIRECTORS AND OFFICERS
The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock by each Director, and each
of the Executive Officers named in the Summary Compensation Table (the "Named
Executive Officers"), as of March 30, 2002. Except as noted, each person
exercises sole voting and investment power over the shares beneficially owned.
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NAME NUMBER OF SHARES(1) PERCENT OF CLASS(2)
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Charles W. Bernard, Director 25,800 .6
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John Irvin, Director 12,121 .3
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S. R. Perrino, Director 776,096(3) 19.1
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Philip H. Power, Director 27,420 .7
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S. Kent Rockwell, Director & Executive Officer 900,394(4) 22.2
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John D. Sanders, Director 70,210(5) 1.7
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Donald F. Fultz, Executive Officer 31,038 .8
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Donald F. Gardner, Executive Officer 110,573 2.7
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James D. Ross, Executive Officer 23,918 .6
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All directors and executive officers as a group (9
persons) 1,977,630 48.7
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(1) The column sets forth shares of Common Stock, which are deemed to be
"beneficially owned" by the persons named in the table under Rule
13d-3 of the SEC, including shares of Common Stock that may be
acquired upon exercise of stock options that were exercisable as of
March 30, 2002, or within the next 60 days as follows: Mr. Fultz,
9,000; Mr. Gardner, 39,000; Mr. Power, 3,000; Mr. Ross, 9,000 and Dr.
Sanders, 28,800.
(2) For purposes of calculating the percentage of Common Stock
beneficially owned by any person or group, the shares issuable to
such person or group upon exercise of stock options that were
exercisable as of March 30, 2002, or within the next 60 days, are
considered outstanding.
(3) Includes 67,276 shares held in the Company's 401(k) Profit Sharing
Plan over which Mr. Perrino has sole voting and investment power.
(4) Shares held by Rockwell Holdings, Inc. over which Mr. Rockwell has
sole voting and investment power.
(5) Includes 550 shares owned by Dr. Sanders' spouse and 27,190 shares
held in a profit sharing plan over which Dr. Sanders has sole voting
and investment power.
3
PROPOSAL 1
PROPOSAL TO ADOPT THE SENSYTECH, INC.
2002 STOCK INCENTIVE PLAN
At its meeting held on March 26, 2002, the Board of Directors voted
to terminate the Company's Long-Term Incentive Plan (the "1995 Plan") and
adopt the 2002 Stock Incentive Plan (the "2002 Plan"), subject to the approval
of the Company's stockholders. The purpose of the Plan is to promote the
interests of the Company and its stockholders by providing incentives and
rewards to those employee who are largely responsible for the success and
growth of the Company and its subsidiaries; to assist the Company in attracting
and retaining executives and other key employees with experience and ability;
and to attract and retain experienced and qualified Directors who are not
employees of the Company or a subsidiary.
A SUMMARY OF THE PRINCIPAL FEATURES OF THE 2002 PLAN IS PROVIDED
BELOW, BUT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE
2002 PLAN WHICH WAS FILED ELECTRONICALLY WITH THIS PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION. THAT TEXT IS NOT INCLUDED IN THE PRINTED
VERSION OF THIS PROXY STATEMENT.
SHARES AVAILABLE FOR ISSUANCE
As of March 30, 2002, approximately 396,400 shares were subject to
outstanding options and 296,400 shares were available for the grant of options
under the 1995 Plan. If the 2002 Plan is approved and implemented, no further
options will be granted under the 1995 Plan, but shares which would have been
available for granting under the 1995 Plan will become available for granting
under the 2002 Plan. In addition, 650,000 shares of Common Stock will also
become subject to the 2002 Plan, subject to adjustment in the event of stock
dividends, stock splits, recapitalizations or other changes in the outstanding
Common Stock. Authority to grant options under the 1995 Plan will expire on
approval of the 2002 Plan by the Stockholders.
ADMINISTRATION AND ELIGIBILITY
The 2002 Plan will be administered by the Compensation Committee of
the Board (the "Committee"), except that the Board will have the authority to
determine which Directors shall receive Awards under the plan and the terms
and conditions of those Awards. In addition, the Committee may delegate to the
Chief Executive Officer the authority to grant Awards to employees who are not
subject to Section 16(a) of the Securities Exchange Act of 1934, as amended.
Awards may be made to Recipients, who must be employees of the Company or a
subsidiary, a Director, a person who has agreed in writing to become an
employee of the Company or a subsidiary within 30 days or a consultant or
advisor who has rendered bona fide services to the Company or a subsidiary not
in connection with the offer or sale of securities in a capital-raising
transaction.
4
AWARDS UNDER THE PLAN
GRANTING OF AWARDS. The Committee is authorized to grant Awards under
the 2002 Plan which may include shares of Common Stock, Restricted Shares,
Stock Options, Performance Shares, Performance Units and Target Awards. The
Committee may establish performance goals to be achieved within any
performance period it may select using any measures of the performance of the
Company it may select as a condition to the receipt of the Award.
VESTING. The Committee may also determine that all or a portion of an
Award or payment to a Recipient pursuant to an Award will vest at such times
and upon such terms as may be selected by it, except that (a) an award of
Restricted Shares will not vest prior to the expiration of three years from
the date of the grant, and (b) all other Awards may not vest in less than one
year from the date of grant (unless the Award is made in lieu of cash
compensation due to the Recipient).
DEFERRED PAYMENT. The Committee, or in the case of Outside Directors,
the Board of Directors, may determine that all or a portion of an Award to a
Recipient (a) must be deferred, or (b) at the election of the Recipient may be
deferred for such periods and upon such terms as the Committee, or the Board
of Directors, in the case of Outside Directors, may determine.
CONTINUATION OF EMPLOYMENT. The Committee must require that
Recipients who are employees when the Award is made must be an employee of the
Company or a subsidiary (or must have retired with the approval of the Company
or a subsidiary) at the time the Award becomes vested.
DIRECTOR STOCK OPTIONS. The Board of Directors may grant to each
Outside Director, including any persons becoming Outside Directors during the
term of the 2002 Plan, one or more options to acquire up to 15,000 shares of
Common Stock. Director Stock Options will vest on the first anniversary of the
date of the grant, will have a term of ten years, and must be exercised prior
to the first anniversary of the Outside Director's termination of service as a
Director.
STOCK OPTION PRICE. The purchase price per share of Common Stock
under each Stock Option shall not be less than the closing price for the
Common Stock on the NASDAQ Market (or on the principal securities exchange or
other market on which the Common Stock is then being traded) on the date the
Stock Option or Incentive Stock Option is granted or if no closing price is
reported on the date of grant, the last reported closing price.
CHANGE OF CONTROL
The 2002 Plan provides that in the event of a Change in Control (as
described below), with certain exceptions, (a) all outstanding Stock Options
shall become fully vested and exercisable, (b) all Stock Awards shall become
5
fully vested, and (c) Performance Units may be paid out in such manner and
amounts as determined by the Committee. For purposes of the 2002 Plan, a Change
in Control will generally be deemed to have occurred if (i) with certain limited
exceptions, any person becomes the beneficial owner of 40% or more of the
combined voting power of the Company's then outstanding securities; (ii) the
Company's stockholders approve a merger or consolidation of the Company other
than (A) a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
more than 50% of the combined voting power of the voting securities of the
surviving entity, or (B) a merger or consolidation effect to implement a
recapitalization in which no person acquires more than 15% of the Company's then
outstanding securities having the right to vote for the election of directors;
(iii) the Company's stockholders approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of its assets; or (iv) during any 24-month period, the
majority of the membership of the Board changes without the approval of
two-thirds of the Directors who were either Directors at the beginning of the
period or whose election was previously so approved.
NEW PLAN BENEFITS
As of March 30, 2002, no grants or awards had been made under the
2002 Plan. Because grants and awards under the 2002 Plan will be determined on
a case-by-case basis by the Committee and none are expected to be made prior
to stockholder approval of the 2002 Plan, the benefits to be received by any
particular current executive officer, by all current executive officers as a
group, or by non-executive officer employee as a group cannot be determined by
the Company at this time. Outside Directors are limited to receiving Stock
Options of up to 15,000 shares. However, since the exercise price of these
options is to be the market price on the day of grant, there is no way to
determine the exercise price of any such options at this time. The closing
market price on March 28, 2002 was $8.39 per share.
FEDERAL INCOME TAX CONSEQUENCES
Generally, an employee who has been granted an incentive stock option
("ISO's") within the meaning of Section 422 of the Internal Revenue Code of
1986 ("Code'") will not realize taxable income and the Company will not be
entitled to a deduction at the time of the grant or exercise of such option.
If the employee makes no disposition of shares acquired pursuant to an ISO
within two years from the date of grant of such option, or within one year of
the transfer of the shares to such employee, any gain or loss realized on a
subsequent disposition of such shares will be treated as a long-term capital
gain or loss. Under such circumstances, the Company will not be entitled to
any deduction for Federal income tax purposes. If the foregoing holding period
requirements are not satisfied, the employee will generally realize ordinary
income at the time of disposition in an amount equal to the lesser of (i) the
excess of the fair market value of the shares on the date of exercise over the
option price, or (ii) the excess of the amount realized upon disposition of
the shares, if any, over the option price, and the Company will be entitled to
a corresponding deduction.
6
Generally, an individual will not realize taxable income at the time
of the grant of an option which does not qualify as an ISO. Upon exercise of
such non-qualified stock option, however, the individual will realize ordinary
income in an amount measured by the excess, if any, of the fair market value
of the shares on the date of exercise over the option price, and the Company
will be entitled to a corresponding deduction. Upon a subsequent disposition
of such shares, the individual will realize short-term or long-term capital
gain or loss with the basis for computing such gain or loss equal to the
option price plus the amount of ordinary income realized upon exercise.
Generally, an individual who has been granted a Stock Award will not
realize taxable income at the time of grant, and the Company will not be
entitled to a deduction at that time, assuming that the restrictions
constitute a substantial risk of forfeiture for Federal income tax purposes.
Upon the vesting of shares subject to an Award, the individual will realize
ordinary income in an amount equal to the fair market value of the shares at
such time, and the Company will be entitled to a corresponding deduction.
Dividends paid to the individual during the restriction period will also be
compensation income to the individual and deductible as such by the Company.
The holder of a Stock Award may elect to be taxed at the time of grant of the
award on the then fair market value of the shares, in which case (i) the
Company will be entitled to a deduction at the same time and in the same
amount, (ii) dividends paid to such holder during the restriction period will
be taxable as dividends to such holder and not deductible by the Company, and
(iii) there will be no further tax consequences when the restrictions lapse.
If an individual who has made such an election subsequently forfeits the
shares, he will not be entitled to any deduction or loss. The Company,
however, will be required to include as ordinary income the lesser of the fair
market value of the forfeited shares or the amount of the deduction originally
claimed with respect to the shares.
The Company has also been advised that an employee who has been
granted Performance Units will not realize taxable income at the time of
grant, and the Company will not be entitled to a deduction at that time. The
individual will have income at the time of payment, and the Company will have
a corresponding deduction.
Any acceleration of the payment of grants or Awards under the Plan in
the event of a Change in Control of the Company may cause part or all of the
consideration involved to be treated as an "excess parachute payment" under
the Code, which may subject the participant to a 20% excise tax and which may
not be deductible by the Company. A deduction otherwise available to the
Company for any year with respect to compensation payable to an executive
officer may be denied to the extent that it exceeds $1,000,000. For these
purposes, Stock Awards and Performance Units awarded under the Plan may under
certain circumstances qualify for, and it is anticipated that grants of
options will generally qualify for, an exception to that limitation for
eligible performance-based compensation.
STOCKHOLDER APPROVAL
Approval of the 2002 Plan will require the affirmative vote of the
holders of shares of the Common Stock representing more than 50% of the shares
represented in person or by proxy and voting on this proposal. As a result,
shares that abstain from voting and broker non-votes will have no effect on the
outcome. Proxies not marked to the contrary, will be voted FOR adoption of
the Plan.
7
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE 2002 PLAN.
PROPOSAL 2
TO APPROVE AN AMENDMENT TO THE SENSYTECH, INC. CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 5,000,000 SHARES
TO 25,000,000 SHARES
The Company's Certificate of Incorporation presently authorizes the
Company to issue up to 5,000,000 shares of common stock, par value $0.01 per
share ("Common Stock"). The Company is not authorized to issue any other class
of stock. The Board of Directors is proposing that the number of authorized
shares of Common Stock be increased to 25,000,000.
The Board of Directors is seeking this amendment for two reasons.
First, the number of shares already issued plus the number of shares under
option under the 1995 Plan virtually equal the number of shares currently
authorized under the Certificate of Incorporation. Thus, if the proposed
amendment to increase the number of authorized shares is not approved, there
will not be any shares available to implement the 2002 Plan. Since the Board
believes that the 2002 Plan is important to enable the Company to keep and
attract qualified employees, the Board believes that it is important that
there be an adequate number of shares available under the Company's
Certificate of Incorporation to implement that plan.
Second, although it has no definitive plans to use the increased number
of authorized shares (other than to implement the 2002 Plan), the Board
believes that it is important for the Company to have available to it an
adequate number of authorized shares so that it can use those shares to take
advantage of any financing, acquisition or other economic opportunities which
may become available in the future.
Although the Board does not know of any plans by any person to
attempt a hostile take-over of the Company, if the proposed Amendment is
approved, in the event of any such attempt, the Board could use the large
number of authorized shares (in comparison to the number of shares currently
outstanding) to place a large block of shares in the hands of a friendly
person or persons and thereby make any threatened hostile takeover more
expensive. If this happened, it could discourage a potential buyer from
continuing with its hostile take-over plans.
STOCKHOLDER APPROVAL
Approval of the proposed Amendment requires an affirmative vote of
the holders of shares of the Common Stock representing more than 50% of the
8
outstanding shares. As a result, shares that abstain from voting and broker
non-votes will have the effect of being "no" votes on the proposed adoption of
the Amendment. Proxies not marked to the contrary, will be voted FOR adoption
of the Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE AMENDMENT.
COMPENSATION OF DIRECTORS
Outside Directors receive $1,200 per quarter with an additional payment
of $300 for each Board or Committee meeting attended, and are reimbursed for
travel expenses incurred in connection with their attendance at Board and
Committee meetings. Employee directors do not receive directors' fees.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual compensation for the years
indicated for the person who served as the Company's Chief Executive Officer
during fiscal 2001 and for the three most highly compensated executive
officers of the Company, other than the Chief Executive Officer, who served
during fiscal 2001.
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Name and
Principal Fiscal
Position Year Annual Compensation Long Term Compensation
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Other Annual
Salary Bonus(1) Compensation(2)
($) ($) ($) Awards Payouts
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Securities
Restricted Underlying
Stock Options/SARs LTIP All Other
Award(s)(3) (#) Payouts Compensation
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S. Kent 2001 $200,000 $ 0 $6,447 $ 0 0 $ 0 $ 0
Rockwell 2000(4) $136,536 $ 0 $ 0 $ 0 0 $ 0 $ 0
Chairman, 1999(4) $ 96,919 $ 300 $ 0 $ 0 0 $ 0 $ 0
CEO, President
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Donald F. Fultz 2001 $129,150 $ 5,883 $3,859 $ 0 0 $ 0 $ 0
CFO/Treasurer 2000 $120,098 $11,240 $4,258 $11,240 0 $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
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Donald F. Gardner 2001 $127,100 $ 0 $7,151 $ 0 0 $ 0 $ 0
VP, EW Group 2000 $119,252 $11,841 $6,912 $11,841 0 $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
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James D. Ross 2001 $126,663 $ 5,461 $4,205 $ 0 0 $ 0 $ 0
VP, 2000 $108,257 $10,524 $3,678 $10,524 0 $ 0 $ 0
Communications 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Group
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(1) Paid pursuant to the Company's Incentive Compensation Plan.
9
(2) Detail of amounts reported in the "Other Annual Compensation" column
is provided in the following table.
(3) Paid pursuant to the Company's Incentive Compensation Plan. Shares
vest upon one-year anniversary of the stock award.
(4) Mr. Rockwell received compensation at an annual rate of $100,000
effective October 1, 1998, and $200,000 effective May 29, 2000.
The following table provides information regarding Other Annual
Compensation not properly categorized as salary or bonus:
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401(k)/
PENSION
OFFICER'S FISCAL PLAN EXCESS LIFE EXCESS AUTO/
NAME YEAR CONTRIBUTION INSURANCE VACATION FUEL
- -------------------------------------------------------------------------------------------------------
S. Kent Rockwell 2001 $5,673 $ 774 $ 0 $ 0
2000 $5,056 $ 592 $ 0 $ 145
1999 $2,201 $ 458 $ 0 $ 0
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Donald F. Fultz 2001 $3,722 $ 137 $ 0 $ 0
2000 $3,996 $ 262 $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0
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Donald F. Gardner 2001 $4,423 $ 586 $ 0 $2,142
2000 $4,002 $ 506 $ 0 $2,404
1999 $ 0 $ 0 $ 0 $ 0
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James D. Ross 2001 $4,141 $ 64 $ 0 $ 0
2000 $3,576 $ 102 $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0
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OPTIONS
The following table provides information concerning stock option
exercises in fiscal 2001 by the Named Officers and the value of their
unexercised options at September 30, 2001.
10
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
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VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED RECORD DATE RECORD DATE
ON VALUE END (#) END ($)
EXERCISE REALIZED EXERCISABLE (E)/ EXERCISABLE (E)/
NAME (#) ($) UNEXERCISABLE (U) UNEXERCISABLE (U)
- ----------------------------------------------------------------------------------------------------------
S. Kent Rockwell 0 $ 0 0 $ 0
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Donald F. Fultz 0 $ 0 9,000 (E) $ 76,000 (E)
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Donald F. Gardner 0 $ 0 39,000 (E) $ 327,000 (E)
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James D. Ross 0 $ 0 9,000 (E) $ 76,000 (E)
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INCENTIVE COMPENSATION PLAN
The Company has adopted an Incentive Compensation Plan for all
employees, including executive officers, under which performance targets are
established for each fiscal year. Each employee earns an incentive bonus
consisting of cash or a combination of a cash payment and shares of Company
Common Stock. Information on compensation to Executive Officers is included in
the Executive Compensation Summary Compensation Table.
GENERAL
At the date of this Proxy Statement, management is not aware of any
matters to be presented for action at the meeting other than those described
above. However, if any other matters should come before the Special Meeting, it
is the intention of the persons named in the accompanying proxy to vote such
proxy in accordance with their judgment on such matters.
STOCKHOLDER PROPOSALS FOR YEAR 2003 ANNUAL MEETING
Proposals by stockholders, which are intended to be presented at the
Company's 2003 Annual Meeting of Stockholders, must be submitted in writing to
the Secretary of the Company no later than September 5, 2002. The submission
of a stockholder proposal does not guarantee that it will be included in the
Company's proxy statement for the next annual meeting.
By Order of the Board of Directors
/s/ Lloyd A. Semple
---------------------------------
Lloyd A. Semple
Secretary
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SENSYTECH, INC.
2002 STOCK INCENTIVE PLAN
1. Purposes.
The purposes of this Sensytech, Inc. 2002 Stock Incentive Plan are to
provide incentives and rewards to those employees who are largely responsible
for the success and growth of Sensytech, Inc. ("the Company") and its Subsidiary
corporation/s; and to assist them in attracting and retaining executives and
other key employees with experience and ability; and to attract and retain
experienced and qualified Directors who are not employees of the Company or any
Subsidiary.
2. Definitions.
(a) "Award" means one or more of the following: shares of Common
Stock, Restricted Shares, Stock Options, Performance Units, and
Stock Performance Shares.
(b) "Board of Directors" means the Board of Directors of the
Company.
(c) "Common Stock" means the Common Stock, $0.01 par value, of the
Company.
(d) "Company" means Sensytech, Inc., a Delaware corporation.
(e) "Director" means a member of the Board of Directors of the
Company or a member of the Board of Directors of any Subsidiary.
(f) "Director Stock Option" means a Stock Option granted pursuant to
Section 11.
(g) "Incentive Stock Option" means a Stock Option which meets all of
the requirements of an "incentive stock option" as defined in
Section 422(b) of the Internal Revenue Code.
(h) "Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended.
(i) "Outside Director" means a Director who is not an employee of
the Company or a Subsidiary.
(j) "Outside Director Recipient" means an Outside Director who has
been granted a Director Stock Option.
(k) "Performance Period" means that period of time specified by the
Committee during which a Recipient must satisfy any designated
performance goals in order to receive an Award.
(l) "Performance Share" means the right to receive, upon satisfying
designated performance goals for a Performance Period, shares of
Common Stock.
(m) "Performance Unit" means the right to receive, upon satisfying
designated performance goals within a Performance Period,
Performance Shares, cash, or a combination of cash and
Performance Shares, based upon the market value of shares of
Common Stock covered by such Performance Shares at the close of
the Performance Period.
(n) "Plan" means this Sensytech, Inc. 2002 Stock Incentive Plan, as
the same may be amended from time to time.
(o) "Recipient" means someone who has been granted an Award under
the Plan and is either (i) an employee of the Company or a
Subsidiary, (ii) a Director, (iii) a person who has agreed in
writing to become an employee of the Company or a Subsidiary
within thirty (30) days, or (iv) a consultant or advisor who has
rendered bona fide services to the Company or a Subsidiary not
in connection with the offer or sale of securities in a
capital-raising transaction.
(p) "Restricted Share" means a share of Common Stock issued to a
Recipient hereunder subject to such terms and conditions,
including, without limitation, forfeiture or resale to the
Company, and to such restrictions against sale, transfer or
other disposition, as the Committee may determine at the time of
issuance.
(q) "Stock Option" means the right to purchase shares of the
Company's Common Stock upon exercise of an option granted under
the Plan, including a Director Stock Option.
(r) "Subsidiary" means a subsidiary of the Company controlled
directly or indirectly by the Company within the meaning of Rule
405 promulgated under the Securities Exchange Act of 1933, as
amended, and such subsidiaries divisions, departments, and
subsidiaries and the respective divisions, departments and
subsidiaries of such subsidiaries.
(s) "Target Award" means an Award, other than a Stock Option, the
payment under which is intended to qualify as "performance-based
compensation" under Section 162(m) of the Internal Revenue Code
and the regulations thereunder.
(t) "Target Award Performance Period" means the performance period
over which a Target Award is earned.
3. Administration of the Plan.
(a) The Plan shall be administered by a Compensation Committee (the
"Committee") consisting of not less than two (2) Outside
Directors of the Company each of whom qualifies as an "Outside
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Director" under Treasury Regulation Section 1.162-27(e)(3) and
as a "Non-Employee Director" under Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended. The members of
the Committee shall be appointed by, and serve at the pleasure
of, the Board of Directors. A majority of the Committee members
shall constitute a quorum and the acts of a majority of the
members present at any meeting at which a quorum is present or
acts approved in writing by a majority of the Committee, shall
be valid acts of the Committee. All references herein to the
Committee shall be deemed to mean any successor to the
Committee, however designated, or the Board of Directors, if the
Board of Directors has not appointed a Committee.
(b) Subject to the powers herein specifically reserved to the Board
of Directors, the Committee shall have full power and authority
to determine which Recipients shall receive Awards, to construe,
interpret and administer the Plan and, subject to the other
provisions of the Plan, to make determinations which shall be
final, conclusive and binding upon all persons including,
without limitation, the Company, the stockholders of the
Company, the Board of Directors, the Recipients and any persons
having any interest in any Awards which may be granted under the
Plan. The Committee shall impose such additional conditions upon
the grant and exercise of Awards under the Plan as may from time
to time be deemed necessary or advisable, in the opinion of
counsel to the Company, to comply with applicable laws and
regulations. The Committee from time to time may adopt such
rules and regulations for the carrying out of the Plan and
written policies for implementation of the Plan. Such policies
may include, but need not be limited to, the type, size and
terms of Awards to be made to Recipients and the conditions for
payment of such Awards. Notwithstanding the foregoing, the Board
of Directors shall have authority to determine which Directors
shall receive Awards and the terms and conditions of such
Awards. In addition, the Committee may delegate to the Chief
Executive Officer of the Company the authority to grant Awards
to Recipients who are not subject to Section 16(a) of the
Securities Exchange Act of 1934, as amended.
(c) The payment under any Target Award shall be contingent upon the
attainment of one or more pre-established performance goals
established by the Committee in writing within ninety (90) days
of the commencement of the Target Award Performance Period (or
in the case of a newly hired Recipient, before 25% of such
Recipient's service for such Target Award Performance Period has
elapsed). Such performance goals will be based upon one or more
of the following performance-based criteria: earnings per share
of the Common Stock, the Company's return on net assets, equity,
or revenues, or the Company's cash flow, book value, Common
Stock performance or price-earnings ratio. The Committee, in its
discretion, may cancel or decrease an earned Target Award, but,
except as otherwise permitted by Treasury Regulation Section
1.162-27(e)(2)(iii)(C), may not, under any circumstances,
increase such award.
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4. Eligibility.
Awards may be granted to any Recipient; provided, that Incentive Stock
Options may only be granted to employees of the Company or a Subsidiary in which
the Company owns, directly or indirectly, stock possessing 50% or more of the
total combined voting power of such Subsidiary (or such other level of stock
ownership as may from time to time be set forth in Section 424(c) of the
Internal Revenue Code). No member of the Committee (other than an ex officio
member) shall be eligible for grants of Awards under the Plan by the Committee,
although such member may be eligible for grants of Director Stock Options or for
Awards granted by the Board of Directors.
5. Stock Subject to the Plan.
(a) The total number of shares of Common Stock issuable under this
Plan may not exceed an aggregate of 650,000 shares plus the
number of shares available under the 1995 Amended and Restated
Stock Incentive Plan subject to adjustment pursuant to Section
15 pertaining to a change in capital structure, and subject to
increase as provided in Section 5. Shares of Common Stock to be
delivered or purchased under the Plan may be either authorized
but unissued Common Stock or treasury shares. All of such shares
may be issued or issuable under this Plan in connection with the
exercise of Incentive Stock Options, provided that not more than
650,000 shares plus the number of shares available under the
1995 Amended and Restated Stock Incentive Plan may used to grant
Incentive Stock Options subject to adjustment pursuant to
Section 15 pertaining to a change in capital structure, and
subject to increase as provided in Section 5.
(b) Shares of Common Stock reserved for issuance pursuant to
previously granted Awards or Director Stock Options which are
not actually issued pursuant to such Award or Director Stock
Option pursuant to this Plan (due to forfeiture, cancellation,
lapse, surrender, payment of withholding taxes or otherwise)
shall be available for future Awards or Director Stock Options.
(c) Shares of Common Stock reserved for issuance pursuant to
previously granted stock options under any other plan of the
Company for the benefit of employees or Directors which has been
approved by the stockholders of the Company, and which are not
actually issued pursuant to such stock option (due to
forfeiture, cancellation, lapse, surrender, payment of
withholding taxes or otherwise) shall be available for future
Awards or Director Stock Options.
6. Awards.
(a) Awards under the Plan may include shares of Common Stock,
Restricted Shares, Stock Options, Performance Shares,
Performance Units, and Target Awards.
(b) The Committee may establish performance goals to be achieved
within such Performance Periods as may be selected by it using
such measures of the performance of the Company it may select
as a condition to the receipt of the Award.
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7. Vesting Requirements and Other Contingencies.
The Committee may determine that all or a portion of an Award or a
payment to a Recipient pursuant to an Award, in any form whatsoever, shall be
vested at such times and upon such terms as may be selected by it, except that
(i) an award of Restricted Shares shall not vest prior to the expiration of
three (3) years from the date of grant, and (ii) all other Awards may not vest
in less than one year from the date of grant (unless such Award was granted to a
Recipient in lieu of cash compensation due to such Recipient). However, the
Committee may accelerate the vesting of any Award upon a "Change of Control of
the Company" as such term may be defined in the Award agreement. In addition,
the Committee may require a Recipient to refund to the Company the value of an
Award realized by a Recipient, if the Recipient accepts employment with a
competitor of the Company or a subsidiary of the Company within six (6) months
of such realization. In the case of a Stock Option, a Recipient shall be deemed
to realize its value upon the exercise of the Stock Option and its value shall
be an amount equal to the excess of the market value of the shares of Common
Stock received as of the date of the exercise over the exercise price paid for
such shares. In the case of all other Awards, a Recipient shall be deemed to
realize their value upon the payment of the Award and its value shall be the
amount of any cash received plus an amount equal to the market value of the
shares of Common Stock received in connection with the Award. The market value
of shares shall be the closing price for the Common Stock on the NASDAQ Exchange
(or on the principal securities exchange or other market on which the Common
Stock is then being traded) on the date of realization, or if such closing price
is not reported on such date, the last reported closing price.
8. Deferred Payment.
The Committee, or in the case of Awards to Outside Directors, the Board
of Directors, may determine that the receipt of all or a portion of an Award or
a payment to a Recipient pursuant to an Award, in any form whatsoever, (i) shall
be deferred, or (ii) at the election of such Recipient, may be deferred.
Deferrals shall be for such periods and upon such terms as the Committee, or in
the case of Awards to Outside Directors, the Board of Directors, may determine.
9. Continuation of Employment.
With respect to Awards granted to employees, the Committee shall require
that (a) Awards may only be granted to Recipients, and (b) a Recipient must be
an employee of the Company or a Subsidiary (or must have retired with the
approval of the Company or a Subsidiary) at the time an Award becomes vested.
Notwithstanding the foregoing, the Committee shall have the sole power to
determine the date of and the circumstances which shall constitute a cessation
of employment (including whether the spin-off of a Subsidiary constitutes a
cessation of employment of employees who continue in the employ of Subsidiary
subject to such spin-off) and to determine whether such cessation is the result
of retirement, death or any other reason. The Committee may provide for the
termination of any such outstanding Award if a Recipient ceases to be an
employee of the Company or a Subsidiary or a Director and may establish such
other provisions with respect to the termination or disposition of an Award on
the death or retirement of a Recipient as it, in its sole and absolute
discretion, deems advisable.
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10. Employment Status.
No Award shall be construed as imposing upon the Company or a Subsidiary
the obligation to continue the employment of a Recipient. No employee or other
person shall have any claim or right to be granted an Award under the Plan.
11. Director Stock Options.
The Board of Directors may grant to each Outside Director serving on the
Company's Board of Directors a stock option to purchase up to 15,000 shares of
Common Stock as an Outside Director (a "Director Stock Option"). Director Stock
Options shall contain such terms as the Board of Directors shall determine;
provided, however, that such Stock Options shall vest on the first anniversary
of the date of grant, shall have a term of ten (10) years and must be exercised
prior to the first anniversary of the Outside Director's termination of service
as a Director.
12. Stock Option Price.
The purchase price per share of Common Stock under each Stock Option
shall not be less than the closing price for the Common Stock on the NASDAQ
Exchange (or on the principal securities exchange or other market on which the
Common Stock is then being traded) on the date the Stock Option or Incentive
Stock Option is granted or if such closing price is not reported on the date of
grant, the last reported closing price. Payment for exercise of any Stock Option
granted hereunder shall be made in cash.
13. Registration of Stock.
Each Award and each Director Stock Option shall be subject to the
requirement that if at any time the Committee (or, in the case of a Director
Stock Option, counsel for the Company) shall determine that qualification or
registration under any state or federal law of the shares of Common Stock,
Restricted Shares, Stock Options, Incentive Stock Options, or other securities
thereby covered or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of or in connection with the granting
of such Award or Stock Option or the purchase of shares thereunder, the Award or
Stock Option may not be paid or exercised in whole or in part unless and until
such qualification, registration, consent or approval shall have been effected
or obtained free of any conditions the Committee, in its sole discretion, deems
unacceptable.
14. Assignability.
No Award or Director Stock Option shall be transferable or assignable by
the Recipient other than by will or the laws of descent and distribution and
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during the lifetime of the Recipient shall be exercisable or payable only by him
or her. Notwithstanding the foregoing, the Committee may permit a Recipient of a
Stock Option (other than an Incentive Stock Option) or an Outside Director
Recipient, to transfer such Stock Option to any one or more of the following:
such Recipient's or Outside Director Recipient's family member, a trust
established primarily for the benefit of a family member, or to an entity which
is a corporation, partnership, or limited liability company (or any other
similar entity) the owners of which are primarily the aforementioned persons or
trusts. Any such Stock Option so transferred shall be subject to the provisions
of Section 9 or 11 as the case may be, concerning the exercisability during such
transferor's employment or service as a Director.
15. Dilution or Other Adjustments.
In the event of any changes in the capital structure of the Company,
including but not limited to a change resulting from a stock dividend or
split-up, or combination or reclassification of shares, the Board of Directors
shall make such equitable adjustments with respect to Awards and Director Stock
Options or any other provisions of this Plan as it deems necessary and
appropriate, including, if necessary, any adjustment in the maximum number of
shares of Common Stock subject to the Plan or the number of shares of Common
Stock subject to an outstanding Award or Director Stock Option. In the absence
of any of the foregoing transactions, in no event shall Stock Options be
re-priced to a lower price without approval of the stockholders of the Company
and in no event shall Stock Options be cancelled and reissued at a lower price
if the reissuance occurs within six (6) months of cancellation.
16. Change of Control.
a. Acceleration. Except as otherwise provided in this Plan or in an
agreement reflecting an Award, upon the occurrence of a Change
of Control:
i. All outstanding Stock Options shall become fully
exercisable.
ii. All Stock Awards shall become fully vested.
iii. Performance Units may be paid out in such manner and
amounts as determined by the Committee.
b. Definition of Change in Control. For purposes of this Plan, the
term "Change in Control" means a change in the beneficial
ownership of the Company's voting stock or a change in the
composition of the Board of Directors which occurs as follows:
i. any "Person" (as such term is used in Section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934), other
than the Company, any entity owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of
stock of the Company, and any trustee or other fiduciary
holding securities under an employee benefit plan of the
7
Company or its subsidiaries or such proportionately
owned corporation, becomes through acquisitions of
securities of the Company after the date of this Plan,
the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities
of the Company representing 40% or more of the combined
voting power of the Company's then outstanding
securities having the right to vote for the election of
Directors;
ii. the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation,
other than (A) a merger or consolidation which would
result in the voting securities of the Company
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving
entity) more than 50% of the combined voting power of
the voting securities of the Company or such surviving
entity outstanding immediately after such merger or
consolidation, or (B) a merger or consolidation effected
to implement a recapitalization of the Company (or
similar transactions) in which no Person acquires more
than 15% of the Company's then outstanding securities
having the right to vote for the election of Directors;
iii. the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or
substantially all of the Company's assets (or any
transaction having a similar effect); or
iv. during any 24-month period, individuals who at the
beginning of such period constitute the Board of
Directors of the Company, and any new Director (other
than a Director designated by a Person who has entered
into any agreement with the Company to effect a
transaction described in paragraph i, ii or iii of this
subsection 16b) whose election by the Board or
nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the
Directors then still in office who either were Directors
at the beginning of the period or whose election or
nomination for election was previously so approved,
cease for any reason to constitute at least a majority
thereof.
17. Withholding Taxes.
The Company shall have the right to deduct from all Awards paid
hereunder in cash the minimum federal, state, and local taxes required by law to
be withheld with respect to such Awards. Subject to such conditions as the
Committee may establish, Awards payable in shares of Common Stock may provide
that the Recipients thereof may elect, in accordance with any applicable
regulations, to tender shares of Common Stock to the Company.
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18. Costs and Expenses.
The costs and expenses of administering the Plan shall be borne by the
Company and not charged to any Award nor to any Recipient or Outside Director
Recipient.
19. Funding the Plan.
The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under the Plan.
20. Award Contracts and Stock Option Agreements.
The Committee shall have the power to specify the form of Award
contracts to be granted from time to time pursuant to and in accordance with the
provisions of the Plan and such contracts shall be final, conclusive and binding
upon the Company, the stockholders of the Company and the Recipients. The Board
of Directors shall have the power to specify the form of Director Stock Option
agreements to be granted from time to time pursuant to and in accordance with
the provisions of the Plan and such agreements shall be final, conclusive and
binding upon the Company, the stockholders of the Company and the Outside
Director Recipients. No Recipient or Outside Director Recipient shall have any
rights as a holder of Common Stock with respect to Awards or Director Stock
Options hereunder unless and until certificates for shares of Common Stock or
Restricted Shares are issued to the Recipient or to the Outside Director
Recipient.
21. Guidelines.
The Board of Directors of the Company shall have the power to provide
guidelines for administration of the Plan by the Committee and to make any
changes in such guidelines from time to time as the Board deems necessary.
22. Amendment and Discontinuance.
The Board of Directors of the Company shall have the right at any time
during the continuance of the Plan to amend, modify, supplement, suspend or
terminate the Plan, provided that in the absence of the approval of the holders
of a majority of the shares of Common Stock of the Company present in person or
by proxy at a duly constituted meeting of the stockholders of the Company, no
such amendment, modification or supplement shall (i) increase the aggregate
number of shares which may be issued under the Plan, unless such increase is by
reason of any change in capital structure referred to in Section 15 hereof, (ii)
change the termination date of the Plan provided in Section 23, or (iii) delete
or amend the market value restrictions contained in Sections 12 and 13 hereof,
and provided further, that no amendment, modification or termination of the Plan
shall in any manner affect any Award or Director Stock Option of any kind
theretofore granted under the Plan without the consent of the Recipient of the
Award or the Outside Director Recipient, as the case may be, unless such
9
amendment, modification or termination is by reason of any change in capital
structure referred to in Section 15 hereof or unless the same is by reason of
the matters referred to in Section 16 hereof.
23. Termination.
The Committee may grant Awards and Director Stock Options at any time
prior to February 12, 2012, on which date this Plan will terminate except as to
Awards and Stock Options then outstanding hereunder, which Awards and Director
Stock Options shall remain in effect until they have expired according to their
terms or until February 12, 2022, whichever first occurs. No Stock Option shall
be exercisable later than ten (10) years following the date it is granted and no
other Award shall have a term of more than ten (10) years.
24. Approval.
The 2002 Stock Incentive Plan was adopted by the Board of Directors on
March 26, 2002. The Plan shall take effect upon due approval of the
stockholders of the Company.
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PROXY PROXY
SPECIAL STOCKHOLDERS' MEETING
SENSYTECH, INC.
The Special Meeting of Stockholders of Sensytech, Inc. will be held
at the main office of Sensytech, Inc., 8419 Terminal Road, Newington,
Virginia, on Thursday, May 30, 2002, at 10:00 a.m., local time. The
undersigned hereby constitutes and appoints Donald F. Fultz and Delano R.
Esguerra, or either of them, with power of substitution, as attorneys and
proxies to appear and vote, as designated below, all of the shares of Common
Stock of Sensytech, Inc. that the undersigned is (are) entitled to vote at the
Special Meeting and at any adjournments thereof, upon the following matters
which are being proposed by the Company:
1. Approval of the Sensytech, Inc. 2002 Incentive Stock Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Approval of the proposed Amendment to the Sensytech, Inc.
Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 5,000,000 shares to 25,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED; IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS. IN THEIR
DIRECTION, THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING.
I (we) acknowledge receipt of the Notice of Special Meeting of Stockholders
and the Proxy Statement dated April 22, 2002 and ratify all that the proxies,
or either of them, or their substitutes may lawfully do or cause to be done by
virtue hereof and revoke all former proxies.
--------------------------------------------
Signature Date
--------------------------------------------
Signature Date
NOTE: Please sign exactly as name(s)
appear(s) on stock records. When signing as
attorney, administrator, trustee, guardian
or corporate officer, please so indicate.
Comments/Address Changes:
I/We plan to attend the Special Meeting. ________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF SENSYTECH, INC.
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