BOONTON ELECTRONICS CORPORATION
25 Eastmans Road, P.O. Box 465
Township of Hanover
Parsippany, New Jersey 07054-0465
------------------------------------------
March 6, 1998
TO: THE HOLDERS OF THE COMMON STOCK OF
BOONTON ELECTRONICS CORPORATION
Enclosed is a copy of the Corporation's Annual Report for its fiscal
year ended September 30, 1997.
Annexed to this letter is the Notice of Annual Meeting of the
Stockholders to be held April 6, 1998.
The persons named in the enclosed form of Proxy propose to vote for the
election of three Directors. If at the time of election any of the foregoing
nominees are unavailable, the persons acting as proxies may, in their judgment,
vote for other nominees.
Sincerely,
By /s/ YVES GUYOMAR
---------------------------
President and CEO
1
BOONTON ELECTRONICS CORPORATION
25 Eastmans Road, P.O. Box 465
Township of Hanover
Parsippany, New Jersey 07054-0465
------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
BOONTON ELECTRONICS CORPORATION:
Please take notice that the Annual Meeting of Stockholders of BOONTON
ELECTRONICS CORPORATION will be held at the offices of the Corporation at 25
Eastmans Road, Township of Hanover, New Jersey, Monday, the 6th day of April,
1998 at 3:00 o'clock in the afternoon for the following purposes:
To elect three Directors; and
To transact such other business as may properly come before the meeting.
Only stockholders of record as of the close of business on February 13,
1998 shall be entitled to vote at the meeting.
If you wish your stock to be voted and you do not expect to be present
in person at the meeting, please fill in, sign and return the enclosed proxy in
the envelope provided.
This NOTICE is sent by order of the Board of Directors.
Sincerely,
By /s/ YVES GUYOMAR
---------------------------
President and CEO
March 6, 1998
2
BOONTON ELECTRONICS CORPORATION
25 Eastmans Road, P.O. Box 465
Township of Hanover
Parsippany, New Jersey 07054-0465
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PROXY STATEMENT
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The accompanying Proxy is solicited by the Board of Directors of the
Corporation for use at the Annual Meeting of Stockholders to be held on April 6,
1998. The persons named as proxies were selected by the Board of Directors of
the Corporation and are Directors of the Corporation.
Any stockholder giving a Proxy has the right to revoke it by notice in
writing to the Secretary of the Corporation at any time prior to its use.
The Corporation will pay the cost of soliciting Proxies in the
accompanying form. Proxies may be solicited by Directors, officers and other
employees of the corporation personally, by mail, by telephone or by facsimile.
On request, the Corporation will pay brokers and other persons holding shares of
stock in their names or in those of their nominees for the reasonable expenses
in sending soliciting material to, and seeking instructions from, their
principals.
The information contained in the Proxy Statement with respect to the
nominees for the Board of Directors is based upon information furnished by them.
This Proxy Statement and the accompanying Proxy are first sent to
stockholders on March 6, 1998.
VOTING SECURITIES
-----------------
The Corporation has only one class of stock, which has the sole voting
power. At the date of this Statement there were 1,644,301 shares of the
Corporation's capital stock issued and outstanding entitled to vote. Each share
outstanding on the record date will be entitled to one vote at the meeting. Only
stockholders of record at the close of business on February 13, 1998 will be
eligible to vote at the meeting. Fifty-one percent (51%) of the outstanding
shares shall constitute a quorum at the meeting.
The following tabulation lists, as to (i) each present Director of the
Corporation, (ii) each other person known to the corporation to be the
beneficial owner of more than five percent (5%) of the voting stock of the
Corporation, and (iii) all Directors and officers as a group, the number and
percentage of the Corporation's voting common stock owned by such beneficial
owner, Director and group on the date indicated. Except as reflected in the
tabulation, all shares are directly owned by the named individuals and group
members, and such individuals and group members possess sole voting and
investment power with respect to such shares.
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- --------------------------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY OWNED PERCENTAGE
BENEFICIAL OWNER ON FEBRUARY 20, 1998 OF OWNERSHIP
- --------------------------------------------------------------------------------
Daniel Auzan (Director) - -
c/o General Electronique SA
ZI de Bracheux
16 rue Joseph Cugnot
60000 Beauvais
France
Ronald T. DeBlis (Director) 63,648 3.87%
37 Farmstead Road
Short Hills, NJ 07087
Jack Frucht (Director) 36,782 2.24%
380 Mountain Road, Apt. #512
Union City, NJ 07087
Yves Guyomar (Director) - -
1012 Gates Court
Morris Plains, NJ 07950
Abel Sheng (Director) 193,799* 11.79%
270 Sylvan Avenue
Englewood Cliffs, NJ 07632
Otto H. York (Director) 181,087 11.01%
130 Hempstead Court
Madison, NJ 07940
John M. Young (Director) 130,606** 7.94%
9749 Maplecrest Circle, S.E.
Lehigh Acres, FL 33936
G.E.M. USA, Inc. 374,266 22.76%
Sidco Investment, Inc. 62,755 3.82%
- --------------------------------------------------------------------------------
All directors and officers 1,055,543*** 63.71%
as a group (8 persons)
- --------------------------------------------------------------------------------
* Mr. Sheng is the indirect beneficial owner of the shares owned by
Sidco Investment, Inc.
** Includes 6,000 shares owned by his wife, to which Mr. Young
disclaims beneficial ownership.
*** Includes 12, 500 shares which may be acquired on exercise of
outstanding options.
- --------------------------------------------------------------------------------
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ELECTION OF DIRECTORS
---------------------
The Board of Directors is divided into three classes with terms
expiring on three successive Annual Meeting Dates. At the Annual Meeting to be
held on April 6, 1998, the following persons, Ronald T. DeBlis, Jack Frucht and
Yves Guyomar, are nominees of the Board for election as directors for three-year
terms expiring in 2001. It is intended that the Proxies solicited by and on
behalf of the Board of Directors will be voted for the election of the nominees;
provided however, that in the event of the death or ineligibility, inability or
unwillingness to serve of any nominee, the Proxies will be voted according to
the judgment of the persons named therein. The Board has no reason to believe
that any nominee would be ineligible, unable or unwilling to serve if elected.
Listed below are the names and ages of the nominees and all other
Directors, all positions and offices held be each person and the period or
periods during which he has served in such positions and offices. The nominees
are now directors; Messrs. DeBlis and Frucht were elected to their terms of
office at the Annual Meeting of Shareholders held March 30, 1995. Mr. Guyomar
was appointed to the Board of Directors, effective April 16, 1997, by a majority
vote of the Board of Directors. The By-Laws of the Corporation provide for a
Board of Directors consisting of a maximum of seven members. The candidacy of
none of the nominees is the subject of any arrangement or understanding between
any nominee and any other person or persons, except the Directors and officers
of the Corporation acting solely in that capacity. None of the nominees are
related to any other director or to any executive officer by blood, marriage or
adoption.
Position with Issuer
Name Age And Principal Occupation Period As Director
- --------------------------------------------------------------------------------------------------
Nominees for Election with Terms Expiring In 2001:
- -------------------------------------------------
Ronald T. DeBlis 73 Director; retired Dun & 1981 - Present
Bradstreet
Jack Frucht 83 Director; retired Chairman 1947 - Present
of the Board and Chief
Executive Officer of the
Corporation
Yves Guyomar 60 Director, President and 1997 B Present
CEO of the Corporation
Directors with Terms Expiring in 2000:
- -------------------------------------
John M. Young 79 Director, retired Vice 1947 B Present
President and Operations
Manager of the Corporation
Abel Sheng 56 Director, President, Raamco 1996 B Present
International, Inc. and 1991 B 1994
Sidco Investments, Inc.,
Investment companies
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Position with Issuer
Name Age And Principal Occupation Period As Director
- --------------------------------------------------------------------------------------------------
Directors with Terms Expiring in 1999:
- -------------------------------------
Daniel Auzan 54 Director, Chairman of 1996 B Present
The Board, President
Directeur General,
General de Mesure et de
Maintenance Electronique, S.A.
Otto H. York 87 Director, Vice Chairman 1969 - Present
Of the Board, President,
York Resources, Inc.
No Director is or, within the last five years, has been employed by any
parent, subsidiary or affiliate of the Company.
During the past fiscal year, there were a total of four meetings of the
Board of Directors. No Director attended fewer than 75 percent of such meetings,
during the period for which he was a Director.
The Proxies solicited by this Proxy Statement can be voted only for the
nominees named above, except in the event of occurrences previously discussed
herein.
COMPENSATION OF DIRECTORS AND OFFICERS
Summary Compensation Table
Long-Term
Name and Annual Compensation Compensation All other
Principal Position Year Salary Bonus Other Awards Compensation
- -----------------------------------------------------------------------------------------------------
Yves L. Guyomar 1997 $105,000 N/A N/A N/A N/A
President & CEO
Ronald T. DeBlis 1996 N/A N/A N/A N/A N/A
President & CEO
Otto H. York 1996 N/A N/A N/A N/A N/A
President & CEO
Holmes Bailey 1996 $ 72,962 N/A N/A N/A $32,308
President & CEO
Holmes Bailey 1995 $140,000 N/A N/A N/A $13,124
President & CEO
Pre-requisites and other personal benefits, securities or property
conveyed to each officer did not exceed either $50,000 or 10% of such
executive's salary and bonus.
Those Directors of the Company who are not salaried officers (Messrs.
Auzan, DeBlis, Frucht, Sheng, York and Young) are paid Directors= fees at the
rate of $10,000 per year, in quarterly installments, plus $500 per scheduled
meeting of the Board or any committee. The Board has, by resolution, agreed to
be paid fifty percent (50%) of their fees for fiscal year 1997 and 1996,
respectively.
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As approved by the Corporation's stockholders at the 1987 annual
meeting, the Corporation's 1987 Incentive Stock Option Plan provided for the
granting of tax-qualified stock options to key employees for up to 75,000 shares
of the Corporation's Common Stock. No shares remain available for future option
grants under the Plan. On November 15, 1994, the Board of Directors authorized
the grant of options to purchase 55,000 shares to officers and other key
employees, and as they relate to officers, they have been included in the Voting
Securities section of this Proxy Statement. The Plan is administered by the
Board of Directors, which selects participants. Under the Plan, incentive stock
options must be granted at 100% of the fair market value of the Common Stock on
the date of grant and may not be granted to any employee who owns more than 10%
of the Corporation's Common Stock nor for a term exceeding five years. Options
under the Plan are not transferable and are subject to adjustment in the event
of a stock dividend, stock split, reorganization or any other change in the
corporate structure or shares of the Corporation. On November 15, 1994, options
to purchase 12,500 shares were granted to all executive officers as a group. The
per share exercise price for all outstanding options is $1.0625.
As approved by the Corporation's stockholders at the 1987 annual
meeting, the Corporation's Stock Option Program for Non-Employee Directors
provided for the grant of non-qualified stock options to non-employee directors
for up to 37,500 shares of the Corporation's Common Stock. No shares remain
available for future option grants under the plan.
INDEPENDENT PUBLIC ACCOUNTANTS AND RELATED MATTERS
--------------------------------------------------
I. Weismann Associates, Certified Public Accountants, has been engaged
by the Corporation as its independent public accountant. A representative from
I. Weismann Associates is expected to be present at the Annual Meeting of
Stockholders with the opportunity to make a statement if so desired and to be
available to respond to appropriate questions.
COMMITTEES
----------
The Board of Directors has a standing audit committee consisting of
Messrs. Auzan, DeBlis and York. The last meeting of the audit committee was held
June 30, 1997 to discuss the Corporation's audit for the fiscal year ended
September 30, 1997 and to discuss other matters relating to the Corporation's
accounting, financial reporting and auditing functions.
The Board of Directors has a standing compensation committee consisting
of Messrs. Auzan, DeBlis and York. The last meeting of the compensation
committee was held January 10, 1998.
The Board of Directors has a standing budget committee consisting of
Messrs. Auzan, DeBlis and York. The last meeting of the budget committee was
held October 13, 1997.
The Board of Directors has a standing environmental committee
consisting of Messrs. Auzan, DeBlis and York. The last meeting of the
environmental committee was held June 30, 1997.
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DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
-----------------------------------------
Proposals from stockholders must be received by the Corporation by
November 13, 1998 for inclusion in the proxy relating to the annual meeting to
be held in 1999.
PURPOSES OF MEETING AND OTHER MATTERS
-------------------------------------
The meeting is called to elect three Directors and to transact such
other business as may properly come before the meeting.
As of the date of this Proxy Statement, the Board does not know of any
business, other than the election of Directors, to come before the meeting, but
if any business does lawfully come before the meeting, it is the intention of
the persons named in the enclosed Proxy to vote in regard thereto in accordance
with their best judgement.
A copy of the Annual Report for the year ended September 30, 1997 is
enclosed herewith. The Annual Report is not regarded as proxy soliciting
material.
BOONTON ELECTRONICS CORPORATION
By /s/ YVES GUYOMAR
----------------------------
President and CEO
Township of Hanover, New Jersey
March 6, 1998
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PROXY
BOONTON ELECTRONICS CORPORATION
25 Eastmans Road, P.O. Box 465
Parsippany, New Jersey 07054-0465
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jack Frucht, John M. Young and Otto H. York as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Boonton
Electronics Corporation held on record by the undersigned on February 13, 1998
at the Annual Meeting of Stockholders to be held on April 6, 1998 or any
adjournment thereof.
1. Election of Directors
[ ] FOR all nominees listed below [ ] WITHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
Ronald T. De Blis, Jack Frucht and Yves Guyomar
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES LISTED.
PLEASE SIGN EXACTLY AS THE NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH MUST SIGN. When signing as executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Date:_______________________, 1998
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.