-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vi3mGZL2Jv9SMw6Ni5V9QKRA3dqJwGnUjjKtmFsNDl6uJHYI6yt/QuRqp1vBMafY W/Gqhe2oD9qoAIHbmUbowQ== 0001047469-99-017794.txt : 19990504 0001047469-99-017794.hdr.sgml : 19990504 ACCESSION NUMBER: 0001047469-99-017794 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUROFLOW INC CENTRAL INDEX KEY: 0000100591 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 131947195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: SEC FILE NUMBER: 000-05622 FILM NUMBER: 99609142 BUSINESS ADDRESS: STREET 1: 16559 SATICOY STREET CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 8187561388 MAIL ADDRESS: STREET 1: 16559 SATICOY STREET CITY: VAN NUYS STATE: CA ZIP: 91406 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA DYNAMICS CORP DATE OF NAME CHANGE: 19830522 DEFR14A 1 DEFR14A [LETTERHEAD] May 12, 1999 Dear Stockholder: We take pleasure to invite you to the Annual Meeting of Stockholders of Puroflow Incorporated to be held at 10:00 a.m., Pacific Time, on Tuesday, June 29, 1999, at Puroflow Incorporated, 16559 Saticoy Street, Van Nuys, California, 91406. We enclose the Notice of Meeting and Proxy Statement which describes the matters to be acted upon at the meeting. Your shares should be represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. Please look over the Proxy Statement carefully before voting, then complete, sign and return the enclosed proxy card promptly in the envelope provided. Thank you for your support of Puroflow Incorporated. We look forward to seeing you at the meeting. Sincerely, PUROFLOW INCORPORATED Reuben M. Siwek Chairman of the Board PUROFLOW INCORPORATED 16559 Saticoy Street Van Nuys, California 91406 Telephone: (818) 756-1388 Fax: (818) 779-3902 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS JUNE 29, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TO OUR STOCKHOLDERS: We are pleased to invite you to attend the Annual Meeting of Stockholders of Puroflow Incorporated, which will be held on Tuesday, June 29, 1999 at 10:00 a.m., Pacific Time, at Puroflow Incorporated, 16559 Saticoy Street, Van Nuys, California, 91406, for the following purposes: (1) Election of a Board of Directors of four (4) Directors for one (1) year or until their successors are elected and qualified. (2) To vote for the appointment of Auditors for the fiscal year ended January 31, 2000, subject to consummation of a contract satisfactory to the Board of Directors. (3) To transact such other business as may properly come before the meeting or any adjournments thereof. In accordance with the provisions of the By-Laws, the Board of Directors has fixed the close of business on April 30, 1999 as the record date for the determination of Holders of Common Stock of the Corporation entitled to notice of and to vote at said Annual Meeting. A copy of the Corporation's Annual Report to Stockholders for the fiscal year ended January 31, 1999 is enclosed for your review. By Order of the Board of Directors, Sandy Yoshisato Corporate Secretary Van Nuys, California May 12, 1999 IT IS IMPORTANT THAT ALL STOCKHOLDERS BE REPRESENTED AT THE ANNUAL MEETING. STOCKHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON SHOULD MARK, SIGN, DATE, AND RETURN THE ENCLOSED FORM OF PROXY WHICH WILL BE USED AT THE ANNUAL MEETING. A PREPAID ENVELOPE IS ENCLOSED FOR THAT PURPOSE. PUROFLOW INCORPORATED 16559 Saticoy Street Van Nuys, California 91406 Telephone: (818) 756-1388 Fax: (818) 779-3902 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROXY STATEMENT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SOLICITATION AND REVOCATION OF PROXY The Annual Meeting of Stockholders of the Corporation will be held on Tuesday, June 29, 1999 at 10:00 a.m., Pacific Time, or at any adjourned date thereafter, at Puroflow Incorporated, 16559 Saticoy Street, Van Nuys, California, 91406. The Corporation expects this Proxy Statement and the enclosed Proxy will first be mailed to Stockholders on or about June 1, 1999. The accompanying Proxy is solicited on behalf of the Board of Directors of Puroflow Incorporated (hereinafter called "Corporation"), and the Corporation will bear the cost of such solicitation estimated at approximately $2,500.00. Proxies are being solicited by mail and in addition, may be made by Directors, Officers, and regular employees of the Corporation, personally, by telephone or by telegraph, who will receive no special compensation therefor. The person giving the Proxy has the power to revoke it at any time before it is exercised. In the event the Stockholders giving the Proxy attends the Annual Meeting, the Proxy will not be used if such Stockholder so requests. It is the intention of the person named in the Proxy to vote the shares represented by the Proxy in accordance with the instructions made by a Stockholder and, if no instructions are made, to vote for the election of nominees listed below and for the approval of the selection of independent certified public accountants and in their best judgment with respect to such other business, if any, as may properly come before the meeting. Shareholders representing more than 50% of the Company's common stock outstanding and entitled to vote must be present or represented by proxy in order to constitute a quorum to conduct business at the meeting. OTHER MATTERS The Management is not aware, at the date hereof, of any other matters to be presented at this meeting, other than that referred to in the accompanying notice. If any other matters are presented, it is intended that the persons in attendance will vote thereon according to their best judgement. Security Holders may submit proposals for consideration by Stockholders at the next Annual Meeting. The proposals must be received by the Corporation no later than March 1, 2000 for inclusion in the next Proxy Statement. SHARES ENTITLED TO VOTE On April 30, 1999, the record date for determination of Stockholders entitled to vote at the meeting, there were outstanding 8,000,321, excluding treasury shares of Common Stock, par value $0.01 per share. Each share entitles the registered holder thereof to one vote; no cumulative voting rights are authorized, and appraisal rights for dissenting shareholders are not applicable to the matters being proposed. The Stock Transfer Books will not be closed. Steel Partners II, L.P., c/o Warren Lichtenstein, whose address is 750 Lexington Avenue, 27th Floor, New York, New York, 10020 now owns 16.4% of the outstanding shares; Mr. George Solymar, residing at 2203 Crescent Avenue, Montrose, California, 91020 owns 5.2% of the outstanding shares; and Reuben M. Siwek, Chairman of the Board of Directors, residing at 17 Aspen Road, Scarsdale, New York, 10583 owns 5.68% of the outstanding shares of the Corporation. The Company has no knowledge of any other person holding 5% or more beneficial or otherwise, except Cede & Company at approximately 76.5%. 1 PROPOSAL ONE ELECTION OF DIRECTORS At the Annual Meeting, four (4) Directors are to be elected, each to serve for a term of one (1) year, or until their successors are elected and qualified. Management intends to vote for the four nominees listed below and it has no reason to believe that any nominees will be unavailable. MICHAEL H. FIGOFF, REUBEN M. SIWEK, DR. TRACY KENT PUGMIRE, AND ROBERT A. SMITH Unless authority to do so is withheld, the proxies will vote the shares represented for the election of the persons named above. In case any of the nominees shall become unavailable for election to the Board of Directors, which is not anticipated, the proxies shall have full discretion and authority to vote or refrain from voting for any other nominees in accordance with their judgement. The following table contains biographical information with respect to the Directors and nominees: INFORMATION CONCERNING NOMINEES FOR DIRECTORS
OWNER OF RECORD PERCENT NAME OF NOMINEE PRINCIPAL DIRECTOR BENEFICIALLY AS OF (AGE) OCCUPATION SINCE OF MAY 15, 1998 CLASS - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ MICHAEL H. FIGOFF Chief Executive Officer 1993 357,000 (1)(2) 4.5% (55) and President REUBEN M. SIWEK Chairman of the Board of 1982 506,250 (3)(4) 6.3% (79) Directors, and General Counsel DR. TRACY KENT PUGMIRE Aerospace Consultant 1991 53,555 (5) * (68) Member of Audit Committee ROBERT A. SMITH Vice Chairman of the 1994 250,000 (6) 3.1% (59) Board of Directors * Less than 1% All Directors and Officers as a group (4 persons) 1,166,805 14.6% - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------
(1) Mr. Figoff was elevated to the position of President/CEO in May 1995 from his previous position of Executive Vice President. Mr. Figoff joined Puroflow in November 1988 as the Director of Marketing, leaving his previous position as Director of Marketing for a division of Ferranti International. Mr. Figoff has more than 30 years of experience in the marketing and manufacture of aerospace and defense related products. Mr. Figoff holds degrees in Business Administration and Marketing Management. The total shares owned of record include options to purchase 55,000 shares. (2) Mr. Figoff's spouse owns 8,000 shares for which beneficial ownership is disclaimed. (3) Reuben M. Siwek, Esq. was elected to the Board of Directors in March 1982. Mr. Siwek is a practicing attorney in the State of New York for more than 48 years. Mr. Siwek received his Bachelor Degree in Business Administration from St. Johns University in January of 1943 and his Jurist Doctorate from St. Johns University in November of 1949. He holds a C.P.A. certificate from the State of New York issued in November of 1943. The total shares owned of record include options to purchase 50,000 shares. 2 (4) Mr. Siwek's spouse owns 70,000 shares for which beneficial ownership is disclaimed. (5) Dr. Tracy Kent Pugmire is an independent technical representative and consultant. He provides representation and consulting for Spincraft, a Division of Standex International. He is currently involved with design and fabrication activities on the X-33 and X-34 rocket vehicles. Previously he was Executive Vice President of ARDE Inc. and worked as a Program Manager for several companies including TRW Space Systems Division, Technion Inc., AVCO Missile and Space Systems (now a division of Textron), General Electric Space Sciences Laboratory, and Boeing Propulsion and Mechanical Systems Department. Dr. Pugmire's formal education was in the fields of Engineering Physics and Physical Chemistry. The total shares owned of record include an option to purchase 40,000 shares. (6) Robert A. Smith received his BS Degree in Mechanical Engineering from Polytechnic Institute of Brooklyn (1964) and a Masters in Business Administration from UCLA (1978). His continuing education included Harvard's Advanced Management Program and UCLA's Executive Program. He is currently President of Microsource Incorporated, a subsidiary of Giga-tronics. Prior positions included President of Haskel International Incorporated Industrial Products Group from February 1995 to January 1998; President and CEO of Industrial Tools Incorporated from January 1994 to February 1995; President of Engineered Filtration Company from October 1992 to January 1994; President of Puroflow Corporation from February 1991 to October 1992; and President of RTS Systems Incorporated from May 1988 to February 1991, when the company was acquired by Telex Communications, Inc. Mr. Smith served as President of Purolator Technologies Inc. from 1980 to 1988 and served HR Textron Inc. from 1964 to 1980 where he was General Manager of the Filter Division. He started his career with Pall Corporation (1960) as a design and applications engineer and was there until 1964. Mr. Smith is a Certified Professional Manager with extensive engineering, marketing and general management experience in the filter industry. The total shares owned of record include an option to purchase 40,000 shares. COMPENSATION OF DIRECTORS Directors, who are not employees of the Corporation or its subsidiary, (also referred to as outside Directors) receive an annual retainer of $2,560, payable in quarterly installments and a fee of $300.00 for participation in meetings of the Board of Directors held by means of conference telephone and for participation in certain meetings of committees of the Board of Directors. All of the Nominees were previously elected at the Annual Meeting of Stockholders. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES DESCRIBED ABOVE. 3 STOCK OPTIONS During the fiscal year ended January 31, 1999, Non-Statutory Stock Options aggregating 140,000 shares were outstanding. The essential features of the 1991 Incentive Stock Plan for key employees are described below. The Board of Directors adopted at its meeting February 14, 1991, approved by Stockholders at their annual meeting July 30, 1991, a 1991 INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES ("The Plan"), the purpose of which is intended as an incentive, and to encourage ownership of Common Stock by the Holders of the Options in order to increase their proprietary interests in the Company's success and induce qualified personnel to enter the employment of the Company or its Subsidiaries, or encourage them to remain in the employ of the Company or its Subsidiaries. In July 1995, the Board adopted an amendment to the 1991 Plan approving an increase in the number of shares authorized under the Plan from 200,000 to 500,000 which was approved at the Stockholders meeting of September 1995. All other terms and conditions of the 1991 Option Plan remain in full force and effect. The Plan is administered by a Stock Option Plan Committee appointed by the Board of Directors from among its members, or by a committee designated by the Board who shall be eligible to be participants, and shall consist of not less than three such members. The aggregate maximum number of shares of Common Stock available for awards under the plan is 500,000 shares (subject to adjustments to reflect changes in the Company's capitalization). Awards under The Plan may be made to Key Employees recommended by the Committee and approved as participants by the Board of Directors. No option shall be granted to replace an option that is surrendered for the sole purpose of obtaining a substitute option. The exercise price of the option will be at least 100% of the fair market value of the shares of common stock on the date the option is granted, or not less than 110% of the fair market value to those employees owning more than ten (10) percent of the voting power, or value of all classes of stock of the Company at the time of the grant. No option period shall exceed ten (10) years except those employees owning more than 10% of the voting power where the option period shall be limited to five (5) years. No option shall be granted after February 14, 2001. The Plan contains provisions for the termination of unexercised options upon resignation of the employee, right to exercise option by personal representative of the deceased employee, right to exercise at the rate of 20% per annum for date of grant option, and provisions for adjustment resulting from stock dividends, stock splits, recapitalization combination or exchange of shares, merger, consolidation acquisitions or property or stock, reorganization or liquidation. Options have been granted for 179,000 shares as of January 31, 1999 of which 179,000 options outstanding, and 321,000 options available for future grants to key employees. PROPOSAL TWO RATIFICATION OF APPOINTMENT OF AUDITORS Rose, Snyder & Jacobs, certified public accountants, performed the examination of the Corporation's books and records for the fiscal year ended January 31, 1999 and issued their report in connection therewith. The Board of Directors requests Stockholders' approval for the appointment of Rose, Snyder & Jacobs, certified public accountants, for the fiscal year ended January 31, 2000 based upon proposals submitted to Management of the Company. There is no direct or indirect relationship between the Auditors and the Corporation. The Corporation has an Audit Committee composed of two outside Directors. An affirmative vote of the majority of the outstanding shares of Common Stock is required to approve this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL. 4 MEETING OF THE BOARD AND COMMITTEES The Board of Directors held 8 meetings during the fiscal year ended January 31, 1999. No nominee who was a Director during the fiscal year attended less than 75% of the meetings for the Board of Directors. The Board of Directors has an audit committee consisting of three Directors, Robert A. Smith, Reuben M. Siwek, and Dr. Tracy Kent Pugmire. The primary functions of the audit committee are to review the Corporation's independent auditors, and to review the overall scope of the audit. The audit committee held one meeting in fiscal 1999. The Board of Directors does not have a standing nominating committee. Nominees are made by the entire Board of Directors. The Board of Directors has a compensation committee consisting of two Directors, Reuben M. Siwek and Robert A. Smith. Section 16(a) of the Securities Exchange Act of 1934 requires the Company's Officers, Directors and persons who own more than ten percent of a registered class of the Company's equity securities, to file certain reports of ownership with the Securities and Exchange Commission (the "SEC"). Such Officers, Directors, and Shareholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms that 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, between February 1, 1998 and January 31, 1999 all Section 16(a) filing requirements applicable to its Officers, Directors and ten-percent Shareholders were complied with. The Company believes that each of the items set forth in the foregoing reporting disclosure is technical in nature, and that none of the transactions not reported on a timely basis involves violation of the trading prohibitions set forth in Section 16(b) of the Securities Exchange Act of 1934. EMPLOYMENT AGREEMENT The Company entered into an employment contract with Michael H. Figoff, Executive Vice President, dated March 1, 1993 for a term of five years at $95,000.00 per annum which increased to $104,500.00 effective February 14, 1994. Mr. Figoff was elected President on February 1, 1995, and was elected to President and Chief Executive Officer in May 1995. Mr. Figoff's employment compensation was increased to $165,000 per annum, effective April 1, 1997. On June 9, 1998, Mr. Figoff's employment contract was extended for a term of five years expiring on June 9, 2003, at an annual salary of $165,000.00. MANAGEMENT EXECUTIVE OFFICERS AND DIRECTORS The Executive Officers and Directors of the Company are as follows:
NAME AGE POSITION - ---- --- -------- Michael H. Figoff 55 Chief Executive Officer, President and Director Sandy Yoshisato 35 Corporate Secretary and Director of Human Resources Reuben M. Siwek 79 Chairman of the Board of Directors Robert A. Smith 59 Vice Chairman of the Board of Directors Dr. Tracy K. Pugmire 68 Director Wayne Conner 51 Vice President of Engineering Dale Livingston 61 Vice President of Operations Gary Rosen 53 Chief Financial Officer
5 EXECUTIVE COMPENSATION The compensation of each of the five (5) most highly compensated Executive Officers of the Company and its subsidiaries, and of all Executive Officers as a group, for services rendered to the Company in all capacities during the twelve month period ended January 31, 1999 was as follows:
NAME AND PRINCIPAL POSITION FISCAL ANNUAL OPTIONS ALL OTHER - --------------------------- ------ ------ ------- --------- YEAR COMPENSATION COMPENSATION (1) ---- ------------ ---------------- Michael H. Figoff 1999 $ 160,875 -0- $ 19,827 Chief Executive Officer and 1998 158,125 -0- 18,559 President 1997 142,417 -0- 15,975 Wayne Conner 1999 $ 108,458 -0- $ 6,469 Vice President of Engineering 1998 101,245 5,000 5,880 Dale Livingston 1999 $ 99,292 -0- $ 5,093 Vice President of Operations 1998 105,083 5,000 3,000 Gary Rosen 1999 $ 85,925 -0- $ 3,219 Chief Financial Officer 1998 64,308 5,000 2,280 Sandy Yoshisato 1999 $ 84,700 -0- $ 4,200 Corporate Secretary and 1998 78,000 5,000 4,200 Director of Human Resources 1997 57,750 -0- 4,200 TOTAL 1999 $ 539,250 -0- $ 38,808 (1)
(1) Includes auto allowance, life insurance and disability premiums RELATED PARTY TRANSACTIONS Reuben M. Siwek, Chairman of the Board of the Company, renders legal services to the Company. The Company incurred expenses of approximately $83,075, $66,250, and $62,033 during fiscal years 1999, 1998, and 1997 respectively, for legal services rendered by Mr. Siwek. FINANCIAL STATEMENTS A copy of the Annual Report of the Corporation for the fiscal year ended January 31, 1999 is enclosed herein for your review. Any Shareholder may obtain, without charge, a copy of the Corporation's Report on Form 10-KSB as filed with the Securities and Exchange Commission by sending a written request to the Corporate Secretary of the Corporation, 16559 Saticoy Street, Van Nuys, California, 91406. 6 PROXY PUROFLOW INCORPORATED PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 29, 1999 The undersigned stockholder of PUROFLOW INCORPORATED appoints Reuben M. Siwek and Michael H. Figoff, or any one of them, with full powers of substitution to be the attorneys and Proxies to vote all shares of Stock of said Corporation which the undersigned is entitled to vote, with all of the powers which the undersigned would possess if personally present at the Annual Meeting of the Stockholders to be held at Puroflow Incorporated, 16559 Saticoy Street, Van Nuys, California, 91406, at 10:00 a.m., Pacific Time, on Tuesday, June 29, 1999 or any adjournment thereof, upon the following matters: (1) FOR / / or VOTE WITHHELD with respect to / / the election of MICHAEL H. FIGOFF, REUBEN M. SIWEK, ROBERT A. SMITH and DR. TRACY KENT PUGMIRE as Directors of the Corporation. YOU MAY DELETE ANY NAMED NOMINEE BY LINING THROUGH THE NAME OF THE ORIGINAL NOMINEE. (2) To vote for the appointment of Auditors for the fiscal year ended January 31, 2000, subject to consummation of a contract satisfactory to the Board of Directors. / / FOR / / AGAINST / / ABSTAIN (3) To transact such other business as may properly come before the meeting or any adjournments thereof. (CONTINUED AND TO BE SIGNED ON OTHER SIDE) (CONTINUED FROM OTHER SIDE) The shares presented hereby will be voted in accordance with the instructions herein, but where instructions are not indicated, the Proxy will be voted FOR the election of Directors and FOR proposal #2 above, all in accordance with the Proxy Statement of the Corporation, receipt of which is hereby acknowledged. The undersigned also confers discretionary authority upon the Proxies named herein to vote such other matters as may properly come before the said meeting, or any adjournment thereof. Management is not aware of any such matters. The undersigned hereby acknowledges the receipt of Notice of said Annual Meeting of the Stockholders, with Proxy Statement attached and Annual Report for fiscal year ended January 31, 1999. Number of Shares DATED: ------------------- --------------------------------- PLEASE PRINT NAME: --------------------- SIGNATURE: ---------------------------- --------------------------------------- SIGNATURE(S) MUST CORRESPOND EXACTLY WITH NAMES AS IMPRINTED HEREON. When signing as attorney, executor or administrator, trustee or guardian, please give the full title as such, and if the signer is a Corporation, please sign with the full Corporate name by duly authorized Officer. If stock is held in the name of more than one person, all named holders must sign the Proxy. NOTICE: This proxy is solicited on behalf of the Board of Directors of the Corporation. Please date, fill in, sign and return in the enclosed prepaid envelope. -----END PRIVACY-ENHANCED MESSAGE-----