ANTENNA PRODUCTS, INC.
1209 Orange Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 10, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Antenna Products, Inc. will be held at the National Depository Office located at
405 W. Loop 820 South, Fort Worth, Texas on Tuesday, October 10, 2000 at 9:00
a.m. for the following purposes:
1) To elect six directors to serve for the ensuing year and until their
respective successors are elected;
2) To ratify the appointment of Weaver and Tidwell L.L.P. as the
independent public auditors for FY01; and
3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The close of business on August 25, 2000 has been fixed as the record
date for the determination of the stockholders entitled to notice of, and to
vote at the meeting or any adjournment or adjournments thereof.
A copy of the Antenna Products, Inc. Form 10-KSB for fiscal 2000 is
being mailed to stockholders with this Proxy Statement.
By the Order of the Board of Directors
Gary W. Havener
President
-----------
August 25, 2000
Whether or not you plan to attend the meeting, please mark, date and sign the
accompanying proxy and promptly return it in the enclosed envelope. If you
attend the meeting, you may vote your shares in person, even though you have
previously signed and returned your proxy.
i
ANTENNA PRODUCTS, INC.
1209 Orange Street
Wilmington, Delaware 19801
PROXY STATEMENT
Annual Meeting of Stockholders to be held October 10, 2000
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of Antenna Products, Inc. (the "Company" or "Antenna
Products, Inc.") of proxies to be voted at the Annual Meeting of Stockholders of
the Company to be held on October 10, 2000 at 405 W. Loop 820 South, Fort Worth,
Texas and at any adjournment thereof. This proxy statement and the proxies
solicited hereby are first being sent or delivered to stockholders on or about
September 9, 2000.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company including
expenses in connection with the preparation and mailing of this proxy statement
and all papers which now accompany or may hereafter supplement it. The
solicitation will be made by mail. The Company will also supply brokers or
persons holding stock in their names or in the names of their nominees with such
number of proxies, proxy material and annual reports as they may require for
mailing to beneficial owners, and will reimburse them for their reasonable
expenses.
VOTING
A stockholder may revoke a proxy at any time prior to its use. If it is
signed properly by the stockholder and is not revoked, it will be voted at the
meeting. If a stockholder specifies how the proxy is to be voted with respect to
any of the proposals for which a choice is provided, the proxy will be voted in
accordance with such specifications. If a stockholder fails to so specify with
respect to such proposals, the proxy will be voted FOR management's nominees
listed below under Election of Directors and the ratification of the appointment
of Weaver and Tidwell L.L.P.
Only stockholders of record at the close of business on August 25, 2000
will be entitled to vote at the meeting. The total number of issued and
outstanding shares of common stock of the Company, $0.01 par value, ("Common
Stock") as of August 25, 2000 is 2,135,728 shares, each share having one vote.
There are no other issued or authorized classes of stock of the Company.
Only votes cast in person or by proxy will be counted at the meeting.
Abstentions, if any, will be reflected in the minutes of the meeting.
1
ELECTION OF DIRECTORS
Six (6) Directors are to be elected at the Annual Meeting, to hold
office until the next Annual Meeting of Stockholders and until their successors
are elected and have qualified. The Company bylaws allow from one to twelve
directors. It is the intention of the persons named in the accompanying form of
proxy to vote for the nominees listed. All nominees have indicated their
willingness to serve for the ensuing term, but if any nominee is unable or
should decline to serve as a Director at the date of the Annual Meeting, it is
the intention of the persons named in the proxy to vote for such other person or
persons as they in their discretion shall determine. Proxies will not be voted,
however, for more than six nominees. The ages of the nominees, their principal
occupations or employment during the past five years, and other data regarding
them, based upon information received from them are as follows:
Director
Name Age Principal Occupation Since
- ---- --- -------------------- -----
Gary W. Havener 59 President and Chief Executive Officer,
Antenna Products, Inc.; Sole Director
Antenna Products Corp., API Acquisition
Corp., and Thirco, Inc., subsidiaries of
Antenna Products, Inc; President, API
Acquisition Corp., Thirco, Inc. and
Sinan Corp. January 1992
Clark D. Wraight 56 Vice President and Secretary, Treasurer,
Antenna Products, Inc.; President and
General Manager, Antenna Products Corp.;
and Vice President, Thirco, Inc. October 1996
R. Allen Wahl 72 Independent Business
Consultant and past President &
COO of Valmont Industries October 1999
James Miles 58 Past Vice President and General Manager,
GTE Media Ventures; Past President, Contel
of California. November 1999
James Kenney 59 Executive Vice President and Owner
San Jacinto Securities, Inc. November 1999
Billy J. Perry 57 Manager, Field Operations, Lockheed Martin
Aeronautics.
2
Mr. Havener served as the President of Antenna Products, Inc. from
January 1992 until October 1999. Mr. Havener served as the President of Antenna
Products Corporation from January 1996 until April 1999. Mr. Havener currently
serves as President and CEO of Antenna Products, Inc., President of API
Acquisition Corp., and President of Thirco, Inc. Mr. Havener also serves as sole
director of Antenna Products Corporation, API Acquisition Corp. and Thirco, Inc.
Since December 1984 Mr. Havener has served as the President of Sinan Corp., an
investment company. Sinan Corp. is not a parent, subsidiary or affiliate of the
Company.
Mr. Wraight served as Vice President and Secretary Treasurer of Antenna
Products Corporation from 1996 until April 1999 when he was appointed President.
Mr. Wraight has been employed with Antenna Products since 1979 and has served as
an officer of the Company since 1981. Mr. Wraight currently serves as President
and General Manager of Antenna Products and Vice President of Thirco, Inc. a
wholly owned subsidiary of the Company.
Mr. Wahl is the past President and COO of Valmont Industries. The
principal business of Valmont Industries is manufacturing steel tubular poles
and lattice towers for the communication industry. Mr. Wahl currently serves as
an independent business consultant.
Mr. Miles served as past Vice President and General Manager of GTE
Media Ventures, a cable television design and operations company, from 1994
until 1999 and had served as President of Contel of California, a
telecommunications company from 1984 until 1996. Mr. Miles had been a Director
of Desert Community Bank until 1994.
Mr. Kenney has served as Executive Vice President and owner of San
Jacinto Securities since 1993. San Jacinto Securities is an institutional stock
brokerage firm.
Mr. Perry has been employed with Lockheed Martin Aeronautics since
1965. Mr. Perry has been Manager of Field Operations with Lockheed Martin
Aeronautics since 1994.
SECURITY OWNERSHIP
The following table set forth the beneficial ownership of the Company's
Common Stock as of August 25, 2000, (a) by each director, (b) by the named
executive officers, and (c) by all persons known to the Company to be the
beneficial owners of more that 5% of the Company's Common Stock and (d) all
directors and executive officers as a group.
Name and Address Shares Owned Directly Percent of
of Beneficial Owners (1) and Indirectly Class (2)
- ------------------------ ---------------------- ---------
Gary W. Havener (3)
Sinan Corp. 932,136 43.64%
P.O. Box 121697
Ft. Worth, TX 76121
R. Allen Wahl 10,000 0.47%
13 Collinway Place
Dallas, TX 75230
3
Clark D. Wraight
Antenna Products Corporation 150,710 7.06%
101 S.E. 25th Ave.
Mineral Wells, TX 76067
BAE Systems Aerospace, Inc. 165,888 7.77%
Advanced Systems
One Hazeltine Way
Greenlawn, NY 11740
All directors and officers 1,092,846 51.2%
of Antenna Products, Inc.
As a group (Three Persons)
- ----
(1) The persons named herein have sole voting and investment power
with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws
where applicable and subject to the Texas laws for personal
holding companies, as applicable.
(2) Based on total outstanding shares of 2,135,728 as of August
25, 2000.
(3) Sinan Corp., wholly owned by Mr. Havener and his children,
owns of record 397,390 of these shares representing 18.61% of
the total outstanding shares. Mr. Havener as President of
Sinan Corp., has sole voting and investment power with respect
to all shares of common stock shown as beneficially owned by
Sinan Corp.
4
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid during each of the last three fiscal years to the Chief
Executive Officer of the Company.
SUMMARY COMPENSATION TABLE
Name and Principal Position Annual Compensation
- --------------------------- -------------------
President and CEO
- -----------------
Fiscal Year Other Annual
Ended May 31 Salary ($) Bonus ($) Compensation ($)
------------ ---------- --------- ----------------
G.W. Havener 2000 $0 $0 $2,000(1)
$32,667(2)
5-31-99 thru 10-11-99
William Poulin 2000 $51,923 $0 $ 2,000(1)
8-12-99 thru 5-31-00 $50,000(3)
G.W. Havener 1999 $0 $0 $ 1,500(1)
$98,000(4)
G.W. Havener 1998 $0 $0 $ 1,500(1)
$98,000(5)
- -----
(1) Antenna Products, Inc. Director's Fee.
(2) 2000 Antenna Products Corp. Director's Fee - $32,667 paid.
(3) Antenna Products, Inc. supplemental Director's Fee of $50,000.
(4) 1999 Antenna Products Corp. Director's Fee - $57,167 paid and $40,833
accrued.
(5) 1998 Antenna Products Corp. Director's Fee - $57,167 paid and $40,833
accrued.
Accrued amounts are paid in the following year.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held four meetings in the fiscal
year ended May 31, 2000. Gary Havener, Clark Wraight, and William Poulin were in
attendance at each meeting.
R. Allen Wahl attended three meetings, James Miles attended two
meetings and James Kenney attended one meeting.
On April 19, 2000 the Board of Directors elected three independent
Directors, R. Allen Wahl, James Miles and James Kenney to serve on the three
member audit committee.
On June 13, 2000 the Board of Directors adopted a written charter for
the audit committee. A copy of the charter has been included as an attachment to
the proxy statement.
5
COMPENSATION OF DIRECTORS
Compensation for Antenna Products, Inc. Board members is set at $500
for each board meeting attended. A total of $2,000 was paid to Gary Havener,
Clark Wraight, and William Poulin in the fiscal year ended May 31, 2000. William
Poulin also received a supplemental Director's Fee of $50,000 in the fiscal year
ended May 31, 2000. $1,500 was paid to R. Allen Wahl, $1,000 to James Miles and
$500 to James Kenney in the fiscal year ended May 31, 2000.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
ten-percent shareholders are also required by SEC rules to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons, the Company believes
that, during the fiscal year ended May 31, 2000, all Section 16(a) filing
requirements applicable to its officers, directors and ten-percent shareholders
have been filed.
APPOINTMENT OF INDEPENDENT AUDITORS
On April 22, 1999, the Board of Directors of Antenna Products, Inc.
(the "Company") adopted a resolution appointing Weaver and Tidwell, L.L.P., 307
West Seventh Street, Suite 1500, Fort Worth, Texas 76102 as the Company's
principal accounting firm to audit the Company's financial statements.
Subject to ratification by the stockholders, the Board of Directors
appointed Weaver and Tidwell, L.L.P., independent auditors, to serve for the
fiscal year ending May 31, 2001.
Weaver and Tidwell, L.L.P. has informed management that it will send a
representative to the Annual Meeting and that such representative may make a
statement to the meeting if he so desires and will be available to answer any
questions that might arise in connection with the audit of the Company and its
subsidiaries.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual
Meeting in October 2001 must be received by the Company not later than May 9,
2001, for inclusion in its Proxy Statement and form of proxy relating to that
meeting.
6
OTHER MATTERS
The Board of Directors knows of no business other than that set forth
in items 1 and 2 of the Notice of Annual Meeting of Stockholders that is
expected to be brought before the meeting. However, if any other matters, not
now known or determined, come before the meeting, the persons named in the proxy
furnished herewith will vote according to their best judgment in the interest of
the Company.
Insofar as any of the information in the Proxy Statement may rest
particularly within the knowledge of persons other than the Company, the Company
relies upon information furnished by others for the accuracy and completeness
thereof.
By Order of the Board of Directors
Gary W. Havener
President
August 25, 2000
Whether or not you plan to attend the meeting, please mark, date and sign the
enclosed proxy exactly as your name appears thereon and mail it promptly in the
enclosed envelope to:
Antenna Products, Inc.
c/o Computershare Investor Services, L.L.C.
P.O. Box A3504
Chicago, IL. 60690-3504
7