-----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, CS27Tb2kaV2ho3HZzK55XwrBQDAoeqMjAHO0L4lWX/zDyb+RDMmAz1yILd8HKisp hjjFL9X0sKdb5oyTdGmm5w== 0001047469-99-029762.txt : 19990805 0001047469-99-029762.hdr.sgml : 19990805 ACCESSION NUMBER: 0001047469-99-029762 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990804 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: DEFA14A SEC ACT: SEC FILE NUMBER: 000-05622 FILM NUMBER: 99677967 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 DEFA14A 1 DEFA14A 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)) / / Definitive Proxy Statement / / Definitive Additional Materials /X/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 PUROFLOW INCORPORATED - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) PUROFLOW INCORPORATED REUBEN M. SIWEK, ESQ. MICHAEL H. FIGOFF ROBERT A. SMITH DR. TRACY KENT PUGMIRE - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / 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: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ - --------------- PUROFLOW 16559 Saticoy Street, Van Nuys, CA 91406 INCORPORATED (818) 756-1388 FAX (818) 779-3902 - --------------- FOR IMMEDIATE RELEASE CONTACT: Michael H. Figoff President and CEO Puroflow Incorporated (818) 756-1388 PUROFLOW TO HOLD 1999 ANNUAL MEETING ON OCTOBER 13. OFFERS THREE SEATS ON EXPANDED SEVEN MEMBER BOARD TO STEEL PARTNERS. VAN NUYS, CA, August 4, 1999 -- Puroflow, Inc. (OTC Bulletin Board: PURO) announced today that its Board of Directors has set Wednesday, October 13 as the date for the Company's 1999 Annual Meeting of Stockholders. The record date will be Monday, August 30. Michael H. Figoff, President and Chief Executive Officer of Puroflow, said, "The delay in setting the date for our 1999 annual meeting was the result of trying to negotiate a reasonable compromise with Steel Partners, which has threatened a proxy contest to replace the Puroflow Board. These negotiations appear to have been unsuccessful." However, in our continuing attempts to avoid a costly and disruptive proxy contest, we made a revised offer to Steel Partners that included, among other things, expanding the Board to seven members, with four seats being filled by Puroflow's current Board and three seats being filled by representatives of Steel Partners. While Steel Partners previously rejected a substantially similar offer, we will leave the revised offer open for them to accept until 5:00 p.m., Eastern time, Wednesday, August 11, 1999. Since 1961, Puroflow has designed and manufactured state-of-the-art, precision filtration products for critical applications, including the automobile airbag business. The Company is a leading supplier of aftermarket products used in jet aircraft, turboshaft powered aircraft and helicopters and is a leading supplier for U.S. Space Applications. # # # PARTICIPANT INFORMATION In compliance with the rules and regulations promulgated by the Securities and Exchange Commission, the following information is being furnished with respect to Puroflow's nominees for election as directors at the 1999 Annual Meeting of Stockholders. 1. MICHAEL H. FIGOFF. Mr. Figoff serves as the President and Chief Executive Officer of the Company, after joining the Company in November 1988. Mr. Figoff has more than 30 years of experience in the marketing and manufacture of aerospace and defense-related products. As of the date hereof, Mr. Figoff beneficially owns 365,000 shares of Puroflow common stock including the right to purchase 55,000 shares pursuant to stock options. Mr. Figoff's 365,000 shares also includes 8,000 shares owned by Mr. Figoff's wife with respect to which he disclaims beneficial ownership. 2. REUBEN M. SIWEK. Mr. Siwek serves as Chairman of the Board of Directors of the Company and as its General Counsel. He has practiced law in the state of New York for more than 48 years. Mr. Siwek beneficially owns 576,250 shares of Puroflow common stock including options to purchase 50,000 shares. Mr. Siwek's 576,250 shares also includes 70,000 shares owned by Mr. Siwek's wife with respect to which he disclaims beneficial ownership. 3. DR. TRACY KENT PUGMIRE. Dr. Pugmire serves as a member of the Board of Directors of the Company and on the board's audit committee. He is an independent aerospace consultant and representative. He is currently involved with design and fabrication activities on the X-33 and X-34 rocket vehicles. Dr. Pugmire beneficially owns 40,000 shares of Puroflow common stock including the right to purchase 19,000 shares pursuant to stock options. 4. ROBERT A. SMITH. Mr. Smith currently serves as Vice Chairman of the Board of Directors of the Company. He also serves as President of Microsource Incorporated, a company engaged in the manufacturing of microwave signal generation equipment to the defense, telecommunications and instrument/test industries. Mr. Smith has extensive engineering, marketing and management experience in the filter industry. Mr. Smith beneficially owns 250,000 shares of Puroflow common stock including the right to purchase 40,000 shares pursuant to stock options. # # # -----END PRIVACY-ENHANCED MESSAGE-----