-----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, NE9baBcNivfdqVFfutD6BpsVVb14UCWW/hOT6DRe4byDzT7DWqlfFPO6oxfBzww5 rF761AxlYo2EVYWtqdrTzQ== 0000032312-95-000011.txt : 19951019 0000032312-95-000011.hdr.sgml : 19951019 ACCESSION NUMBER: 0000032312-95-000011 CONFORMED SUBMISSION TYPE: 10-C CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950919 FILED AS OF DATE: 19951018 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCEE BROADCAST PRODUCTS INC CENTRAL INDEX KEY: 0000032312 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 131926296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-C SEC ACT: 1934 Act SEC FILE NUMBER: 001-06299 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: P O BOX 68 STREET 2: SUSQUEHANNA STREET EXTENSION WEST CITY: WHITE HAVEN STATE: PA ZIP: 18661-0068 BUSINESS PHONE: 7174439575 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONICS MISSILES & COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 10-C 1 Form 10-C Securities and Exchange Commission Washington, DC 20549 Report by issuer of securities on The Nasdaq Stock Market filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or 13d-17 thereunder. Exact name of issuer as specified in charter: Electronics, Missiles & Communications, Inc. Address of principal executive offices: PO Box 68/Susquehanna St. Extension White Haven, PA 18661 Issuer's telephone number (including area code): (717) 443-9575 I. Change in number of Shares Outstanding Indicate any change (increase or decrease) of five percent or more in the number of shares outstanding: 1. Title of Security 2. Number of shares outstanding before the change 3. Number of shares outstanding after the change 4. Effective date of change 5. Method change (Specify method (such as merger, acquisition, exchange, distribution, stock split, reverse split, acquisition of stock for treasury, etc.) Give brief description of transaction: II. Change in Name of Issuer 1. Name prior to change Electronics, Missiles & Communications, Inc. 2. Name after change EMCEE Broadcast Products, Inc. 3. Effective date of charter amendment changing name September 13, 1995 4. Date of shareholder approval of change, if required August 29, 1995 9/19/95 /s/ James L. DeStefano JAMES L. DESTEFANO President/CEO State Of Delaware Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ELECTRONICS, MISSILES & COMMUNICATIONS, INC.", CHANGING ITS NAME FROM "ELECTRONICS, MISSILES & COMMUNICATIONS, INC." TO "EMCEE BROADCAST PRODUCTS, INC.", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF SEPTEMBER, A.D. 1995, AT 12 O'CLOCK P.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. Edward J. Freel, Secretary of State 0552228 8100 AUTHENTICATION: 7638450 950207675 DATE: 09-13-95 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Electronics. Missiles & Communications, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY certify: FIRST: that at a meeting of the Board of Directors of Electronics, Missiles & Communications. Inc., resolutions were duly adopted setting forth a proposal amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof the resolution sending forth the proposed amendment is as follows: "RESOLVED THAT, a formal name change of the company to EMCEE BROADCAST PRODUCTS, INC. be submitted to the shareholders for approval on the 1995 Proxy Statement. Upon such approval by the company's shareholders, the officers of the company are hereby authorized to immediately and formally change the name of the company from Electronics, Missiles & Communications. Inc. to EMCEE Broadcast Products, Inc." Said resolution will, therefore, cause the Certificate of Incorporation of said corporation to be amended by changing the FIRST Article thereof so that, as amended, said Article shall be and read as follows: "The name of the corporation is EMCEE BROADCAST PRODUCTS, INC." SECOND: that, thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares required by statute were voted in favor of the amendment. THIRD: that said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by James L. DeStefano, its President/CEO, this 6th day of September, 1995. ELECTRONICS, MISSILES & COMMUNICATIONS, INC. P.O. Box 68 White Haven, Pennsylvania 18661-0068 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 29, 1995 TO THE STOCKHOLDERS: The Annual Meeting of Stockholders of ELECTRONICS, MISSILES & COMMUNICATIONS, INC. will be held at the Pocono Ramada Inn, Route 940, White Haven, Carbon County, Pennsylvania, on August 29, 1995 at 10:00 A.M., E.D.S.T., for the purpose of considering and acting upon the following: 1. The election of a Board of Directors; 2. The approval of a proposed amendment to the Company's Certificate of Incorporation to change the name of the Company to EMCEE Broadcast Products, Inc.; 3. The ratification of the appointment of Kronick Kalada Berdy & Co. as independent auditors to audit the financial statements of the Company for fiscal year 1996; and 4. Such other business as may properly come before the Annual Meeting, or any adjournment thereof. The Board of Directors has fixed the close of business on July 3, 1995, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. BY ORDER OF THE BOARD OF DIRECTORS Martin D. Cohn, Secretary White Haven, Pennsylvania July 29, 1995 YOUR VOTE IS IMPORTANT THE BOARD OF DIRECTORS CONSIDERS THE VOTE OF EACH STOCKHOLDER TO BE IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES HELD. YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. THE GIVING OF YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE ANNUAL MEETING. PROXY STATEMENT This Proxy Statement is furnished to stockholders in connection with the solicitation of proxies by the Board of Directors of Electronics, Missiles & Communications, Inc. (the "COMPANY"), for use at the Annual Meeting of Stock- holders of the Company to be held on August 29, 1995, or at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders and in this Proxy Statement. It is intended that this Proxy Statement and the enclosed proxy will be first sent to stockholders on or about July 28, 1995. Proxies in the accompanying form, which are duly executed and returned pursuant to this solicitation, will be voted at the Annual Meeting and, where a choice is specified, will be voted in accordance with the specification made. Any stockholder who gives a proxy has the power to revoke it by notice to the Secretary at any time before it is exercised. A later dated proxy will revoke an earlier proxy, and stockholders who attend the Annual Meeting may, if they wish, vote in person even though they may have submitted a proxy, in which event the proxy will be deemed to have been revoked. The Company will pay all expenses connected with this solicitation of proxies. In addition to solicitations by mail, officers, directors and regular employees of the Company may, without additional compensation, solicit proxies on behalf of the Company in person or by telephone. The Company also expects to reimburse its transfer agent, Harris Trust and Savings Bank, for its reasonable out-of- pocket expenses in forwarding proxy materials to stockholders. In addition, the Company has engaged Proxy Services, Inc. ("PROXY SERVICES") to assist in the solicitation of proxies. Proxy Services has advised the Company that its services will include forwarding proxy materials to brokers, banks and other institutions and, thereafter, contacting them by telephone to assure that such proxy materials have been received. Proxy Services' aggregate fee of $1,000 for these services and its out-of-pocket expenses will be paid by the Company. The Company has only one class of capital stock, which is common stock ("COMPANY STOCK"). Only stockholders of record at the close of business on July 3, 1995, are entitled to vote at the Annual Meeting. On that date, there were 4,331,422 shares of Company Stock issued and outstanding, with an additional 3,221 shares held as treasury stock. Stockholders are entitled to one vote for each share of Company Stock held on all matters to be considered and acted upon at the Annual Meeting and do not have cumulative voting rights in the election of directors. The Annual Report to Stockholders for fiscal year ended March 31, 1995, which includes audited, consolidated financial statements, is being mailed herewith to all stockholders of record as of the close of business on July 3, 1995. The Board urges every stockholder to carefully review the Annual Report to Stock- holders and this Proxy Statement. BENEFICIAL OWNERSHIP OF STOCK Under the proxy rules of the Securities and Exchange Commission (the "SEC"), a person who directly or indirectly has or shares voting power and/or investment power with respect to a security is considered as a beneficial owner of the security. Voting power includes the power to vote or direct the voting of shares , and investment power includes the power to dispose of or direct the disposi- tion of shares. MANAGEMENT The following table provides information, as of July 3, 1995, on the beneficial ownership of Company Stock held by all directors and the President/CEO (by naming them), and by all directors and executive officers as a group (without naming them), as reported by each such person. AMOUNT AND NATURE NAME OF OF BENEFICIAL PERCENTAGE BENEFICIAL OWNER OWNERSHIP OF CLASS James L. DeStefano 52,843 (1) (2) 1.2% Joe B. Hassoun 10,902 (1) (2) less than 1% Michael J. Leib -0- -0- Evagelia R. Rogiokos 120,836 (3) 2.8% Leonard S Teven 25,577 (1) less than 1% All directors and executive officers as a group 258,483 (1) 6.0% (1) Includes shares which may be acquired within 60 days upon the exercise of outstanding stock options granted under the Company's 1985 and 1988 Stock Option Plan: Mr. DeStefano, 6,667 shares; Mr. Hassoun, 3,791 shares; Mr. Teven, 3,791 shares; and all directors and executive officers as a group, 35,205 shares. (2) Includes shares registered jointly with spouse. (3) Includes 510 shares held in 6 custodial accounts, although Mrs. Rogiokos disclaims beneficial ownership of these shares, and 39,715 shares held in the name of the Estate of Mrs. Rogiokos' late husband, Rigas Rogiokos, over which she has voting and investment power. OTHER BENEFICIAL OWNERS The following table provides information, as of July 3, 1995, on the beneficial ownership of more than five percent of Company Stock held by persons who are not directors or executive officers: AMOUNT AND NATURE NAME AND ADDRESS OF OF BENEFICIAL PERCENTAGE BENEFICIAL OWNERSHIP OWNERSHIP OF CLASS Cellular Financial Services, Inc. 233,600 5.4% (2) P.O. Box 2688 Crossville, TN 38557(1) Estate of Shirley Chalmers 752,443 (4) 17.4% clo Burton T. Witt, Esquire Suite 3900 One North LaSalle Street Chicago, IL 60602(3) (1) Information obtained from a Schedule 13D filed with the SEC on November 13,1991. According to the Schedule 13D, Cellular Financial Services, Inc. has sole voting and dispositive power with respect to these shares. (2) 5.5% as of November 13, 1991. (3) The Company has been advised by independent legal counsel, based on information provided by the Executor of Miss Chalmers' Estate, Burton T. Witt, that following probate Mr. Witt will have sole voting power over the Company Stock held by the Estate and will have shared investment power with Martin D. Cohn, Secretary of the Company, with respect to such Company Stock. (4) Includes 6,611 shares which may be acquired by the personal representative within 60 days upon exercise of outstanding stock options granted under the Company's 1998 Stock Option Plan. ELECTION OF DIRECTORS NOMINEES The following information concerns nominees to the Board of Directors. Unless authority to so vote is withheld, it is intended that proxies solicited hereby will be voted for the election of the five nominees named in the table below. Those elected will serve until the next Annual Meeting of Stockholders and until their successors are elected and qualify. POSITIONS/OFFICES WITH COMPANY; BUSINESS EXPERIENCE; OTHER NOMINEE DIRECTOR SINCE DIRECTORSHIPS; AND AGE James L. DeStefano 1992 President/CEO of the Company since June, 1992; Vice President of Comark Communications, Inc. (high power TV broadcast equipment manufacturer) from prior to 1990 to June, 1992; Age 50. Joe B. Hassoun 1991 Independent computer consultant since prior to 1990; Since April, 1995, President of Infotronic Systems, Inc. (computer consulting company and developer of computer software applications); Age 37. Michael J. Leib 1995 Chief Executive Officer of Weatherly Casting and Machine Company (foundry and manufacturer of mining and power generation related equipment) since prior to 1990; Director of First Federal Savings & Loan Association of Hazleton and Vibra-Tech Engineers,Inc.; Age 46. Evagelia R. Rogiokos 1992 Private investor since prior to 1990; Age 54. Leonard S Teven 1985 President of Target Communications, Inc. (advertising company)since prior to 1990; Age 59. All of the nominees to be elected at the Annual Meeting are currently directors of the Company and, with the exception of Mr. Leib, were elected by vote of the stockholders. In accordance with the Company's by-laws, Mr. Leib was elected a director by the Board of Directors on June 2, 1995. Shirley Chalmers, a director of the Company since 1969, died on June 1, 1995, while a member of the Board of Directors. The Company's by-laws provide for a minimum of three and a maximum of ten directors. Proxies cannot be voted for a greater number of persons than those nominated. In the event any nominee would become unable to serve as a director, the persons named in the proxy will vote for such substitute nominee, if any, which the Board of Directors may designate. VOTE REQUIRED Only affirmative votes are counted in the election of directors. The five nominees for election as directors at the Annual Meeting who receive the great- est number of votes cast for the election of directors by the holders of Company Stock present in person or represented by proxy and entitled to vote at the Annual Meeting, a quorum being present, will be elected as directors. The Board of Directors recommends that you vote "FOR" the five nominees. BOARD MEETINGS; COMPENSATION OF DIRECTORS During fiscal year 1995, the Board of Directors met four times. Each director attended all of those meetings, as well as all of the meetings held by each standing committee described below on which he or she served during the periods in which he or she served. Each member of the Board of Directors, with the exception of the President/CEO, was entitled to and received $2,500 for each Board Meeting attended during fiscal year 1995. The Company also pays all travel, accommodation and related expenses which are incurred by Board members in attending Board meetings. There is no additional compensation paid to Board members when they sit as members of a standing committee. Members of the Board of Directors are also eligible to participate in and receive stock options under the Company's 1988 Stock Option Plan. Stock options under the 1988 Stock Option Plan are also available to officers and certain other employees of the Company, as were stock options under the Company's 1985 Stock Option Plan through June 2, 1995, and are granted under the provisions of the Plan in the discretion of the Board of Directors. BOARD COMMITTEES The Board of Directors has established three standing committees, namely, the Audit Committee, the Compensation Committee, and the Nominating Committee. Each committee meets at least once a year. During fiscal year 1995, the Nominating Committee and the Compensation Committee met once, and the Audit Committee met three times. Leonard S. Teven (Chairman), Evagelia Rogiokos and Joe B. Hassoun are the members of the Audit Committee. Prior to her death, Shirley Chalmers was also a member of the Audit Committee. The Audit Committee's function includes, but is not limited to, reviewing the scope of the audit program to assure that audit coverage and controls are satisfactory, and reviewing the Company's financial statements with representatives of the independent auditors. The Compensation Committee (Chairperson: Miss Chalmers, prior to her death) consists of the entire Board of Directors, except that the President/CEO of the Company (if a Board member) may not serve or vote on matters regarding his compensation. The Compensation Committee determines the compensation for all officers. The Nominating Committee (Chairman: Mr. Hassoun) consists of the entire Board of Directors. The Nominating Committee is responsible for nominating persons to serve on the Board of Directors of the Company and considers nominees for Board membership recommended by stockholders if made in the manner and within the period of time required below for the submission of stockholder proposals. The Nominating Committee is empowered to determine the type of supporting infor- mation and data required to be submitted with any nomination. IDENTIFICATION OF EXECUTIVE OFFICERS As of July 3, 1995, the following individuals served as executive officers of the Company. All such officers, subject to the provisions of the by-laws of the Company, serve one year terms of office and are elected by the Board of Directors at a meeting thereof held immediately following the Annual Meeting of Stockholders. POSITIONS/OFFICES WITH COMPANY; BUSINESS NAME EXPERIENCE; AND AGE Martin D. Cohn Secretary of the Company and attorney at law since prior to 1990; Director and Secretary of Vibra-Tech Engineers, Inc.; Chairman of the Board of Blue Cross of Northeastern Pennsylvania; Age 69. James L. DeStefano See nominee table on Page 4. Allan J. Harding Vice President-Finance of the Company since 1992; Controller of the Company, 1991-1992; Controller of Stroud's, Inc. (consumer retail business) from prior to 1990 to 1991; Age 59. Kay E. Krull Vice President-Corporate Communications of the Company since June, 1994. Assistant Secretary of the Company since 1971; Age 42. Robert G. Nash Vice President/Director of Engineering of the Company since 1985; Age 48. John Saul Vice President/Director of Systems Engineering of the Company since 1985; Age 53 Perry Spooner Vice President-International Sales of the Company since June, 1995; Vice President/Director of International Systems Engineering of the Company from 1985 to 1995; Age 53. COMPENSATION OF EXECUTIVE OFFICERS The following table sets forth information concerning the annual, long term and other compensation of the person holding the position of President/CEO of the Company as of the end of fiscal year 1995, for services rendered in all capacities to the Company for fiscal years 1993, 1994 and 1995. Information is not required as to the compensation of the Company's next four highest paid executive officers because the total salary and bonus earned by each such executive officer during fiscal year 1995 did not exceed $100,000. SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards Payouts Other Name annual Restricted All other and compen- Stock LTIP compen- Principal Fiscal Salary Bonus sation Award(s) Options Payouts sation Position Year ($) ($) ($) ($) (#) ($) ($) James L. DeStefano, President/CEO 1995 $118,031 $25,000 - - 20,000(1) - $10,273(2) 1994 $107,956 $ 5,000 - - - - $11,262(2) 1993 $ 76,654(3) - - - - - - (1) Represents the number of shares for which a stock option was granted in June, 1994, under the Company's 1988 Stock Option Plan. No stock appreciation rights (SARs) were granted in conjunction with this stock option. (2) Represents amounts paid by the Company for hospitalization and dental coverage ($3,463 in fy 1993; $4,616 in fy 1994; and $3,627 in fy 1995), life insurance premiums ($396 in fy 1993 and $594 in fy' s 1994 and 1995), and lease payments for Company vehicle utilized ($4,725 in fy 1993 and $6,052 in fy's 1994 and 1995). (3) Mr. DeStefano commenced employment with the Company on June 29, 1992. (4) Represents the number of shares for which a stock option was granted in December, 1992, under the Company's 1988 Stock Option Plan. No SARs were granted in conjunction with this stock option.
STOCK OPTIONS The following table sets forth, as to the person named in the Summary Compensation Table above, additional information with respect to stock options granted during fiscal year 1995. There are no SARs available with these stock options. OPTION GRANTS IN FISCAL YEAR 1995 (1) INDIVIDUAL GRANTS PERCENT OF TOTAL OPTIONS GRANTED TO EMPLOYEES IN EXERCISE OR OPTIONS BASE PRICE EXPIRATION NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE James L. DeStefano, 20,000 48% 3.4375 10/25/97 President/CEO (1) The Company, as a Small Business Issuer, is not required to include option valuation information as otherwise required in the proxy rules. OPTION EXERCISES AND VALUES The following table sets forth, as to the person named in the Summary Compensation Table on Page 6, additional information with respect to shares acquired through the exercise of stock options and the number of shares (and their values) covered by unexercised stock options held at the end of fiscal year 1995. There are no SARs available with these stock options. AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995 AND FISCAL YEAR-END OPTION VALUES
VALUE OF NUMBER OF lN THE- UNEXERCISED MONEY OPTIONS OPTIONS AT FY AT FY SHARES ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/ NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE James L. DeStefano, 11,667/ $68,927 President/CEO 40,000 $272,025 (1) 13,333 $79,998 (2) (1) Based on the Over-the-Counter Market Bulletin Board closing bid price through November 17, 1994 and, thereafter, on the NASDAQ closing bid price on the exercise dates. (2) Based on the NASDAQ closing bid price on March 31, 1995.
PENSION PLANS, LONG TERM INCENTIVE PLANS AND OPTION/SAR REPRICING The Company does not have a pension or other defined benefit or actuarial retirement plan for its directors, officers or employees, nor does it have in place any long-term incentive plans. In addition, no action was taken in fiscal year 1995 to lower the exercise price of an option or SAR. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS There is no employment contract between the Company and the person named in the Summary Compensation Table above. The Company also does not have any compensa- tory plan or arrangement, with respect to that person, which results or will result from his resignation, retirement or any other termination of his employ- ment with the Company or any of its subsidiaries, or which will result from a change-in-control of the Company or a change in that person's responsibilities following a change-in-control. AMENDMENT OF CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY PROPOSAL The Company is proposing to amend its Certificate of Incorporation to change its name to EMCEE Broadcast Products, Inc. DISCUSSION The Company's management believes that the name "EMCEE Broadcast Products, Inc." more accurately describes its primary business activity than does its current corporate name. Moreover, since at least 1992, the Company has been doing business under the assumed or fictitious name of, and has become rela- tively well known in its industry as, "EMCEE Broadcast Products". The Company's management has also found, from conducting business overseas, that the word "missiles" in its name has generally been confusing to and negatively receive by both public and private sector customers. VOTE REQUIRED Under Delaware law, the affirmative vote of the holders of a majority of the shares of Company Stock present in person or represented by proxy and entitled to vote at the Annual Meeting, a quorum being present, is necessary to approve the proposed amendment. An abstention from voting on a matter by a stockholder present in person or represented by proxy and entitled to vote, or a broker non-vote, has the same legal effect as a vote "Against" the matter. The Board of Directors recommends that you vote "FOR" the proposed amendment. Unless otherwise directed therein, the proxies solicited hereby will be voted for the proposed amendment to the Certificate of Incorporation. RATIFICATION OF APPOINTMENT OF AUDITORS The Board of Directors has appointed Kronick Kalada Berdy & Co. as independent auditors to audit the financial statements of the Company for fiscal year 1996. A representative of Kronick Kalada Berdy & Co. is expected to be present at the Annual Meeting and will be accorded the opportunity to address the stockholders if desired. That representative will also be available to respond to appro- priate questions from stockholders. Kronick Kalada Berdy & Co. audited the financial statements for fiscal year 1995. VOTE REQUIRED Under Delaware law, the affirmative vote of the holders of a majority of the shares of Company Stock present in person or represented by proxy and entitled to vote at the Annual Meeting, a quorum being present, is necessary for the ratification of the appointment of Kronick Kalada Berdy & Co. An abstention from voting on a matter by a stockholder present in person or represented by proxy and entitled to vote, or a broker non-vote, has the same legal effect as a vote "Against" the matter. The Board of Directors recommends that you vote "FOR" the ratification of the appointment of Kronick& Kalada Berdy & Co. Unless otherwise directed therein, the proxies solicited hereby will be voted for the ratification of the appoint- ment of Kronick Kalada Berdy & Co. In the event the stockholders fail to ratify the appointment, the Board of Directors will reconsider its selection of inde- pendent auditors. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Martin D. Cohn, who is the Secretary of the Company, is the President and a stockholder of the law firm of Laputka, Bayless, Ecker & Cohn, P.C. In fiscal year 1995, the Company paid Laputka, Bayless, Ecker & Cohn, P.C. the sum of $62,458 for legal services rendered to the Company. SECTION 16(a) OF THE EXCHANGE ACT Section 16(a) of the Securities Exchange Act of 1934 requires that directors and certain officers of the Company, and persons who own more than ten percent of Company Stock, file reports of ownership and changes in ownership with the SEC as to shares of Company Stock beneficially owned by them. Based solely on its review of copies of such reports received by it, the Company believes that during fiscal year ended March 31, 1995, all such filing requirements were com- plied with in a timely fashion except as set forth below. During fiscal year 1995, Miss Chalmers, Ms. Krull, Mr. Nash, Mr. Saul, Mrs. Rogiokos and Mr. Spooner each filed one late Form 4. Each such Form 4 involved one transaction. In addition, Mr. DeStefano, Mr. Harding, Mr. Hassoun and Mr. Teven each filed two late Form 4's during fiscal year 1995. Each such Form 4 involved one transaction. 1996 STOCKHOLDER PROPOSALS Stockholder proposals for the 1996 Annual Meeting of Stockholders must be submitted in writing and received by the Vice President-Corporate Communications at Electronics, Missiles & Communications, Inc. (or EMCEE Broadcast Products, Inc., if the above proposal to change the Company's name is duly approved), P. O. Box 68, White Haven, PA 18661-0068, no later than March 31, 1996, in order to be eligible for inclusion in the Company's Proxy Statement for the 1996 Annual Meeting. OTHER BUSINESS The Board of Directors knows of no other matters which will be brought before the Annual Meeting of Stockholders. If, however, any other matter shall properly come before the Annual Meeting, or any adjournment thereof, the persons named in the proxy will vote thereon in accordance with their discretion and best judgment. BY ORDER OF THE BOARD OF DIRECTORS Martin D. Cohn, Secretary THE COMPANY FILES A FORM 10-KSB REPORT ANNUALLY WITH THE SEC. THE FORM 10-KSB REPORT FOR FISCAL YEAR 1995 IS AVAILABLE WITHOUT CHARGE BY WRITING TO THE COMPANY AT P.O. BOX 68, WHITE HAVEN, PENNSYLVANIA 18661-0068, ATTENTION: VICE PRESIDENT-CORPORATE COMMUNICATIONS. September 19, 1995 Securities & Exchange Commission Attn: Document Control 450 Fifth Street NW Washington DC 20549 Dear Reader: Enclosed you will find four copies (one manually signed) of our Form 10-C filed pursuant to our recent corporate name change. Please be advised that the changing of our corporate name to EMCEE Broadcast Products, Inc. was duly approved by shareholders at an Annual Meeting held August 29, 1995. The effective date for Delaware s filing and acknowledgement of the amended Certificate of Incorporation is September 13, 1995 (certified copy enclosed). Also enclosed you will find our Notice of Annual Meeting/Proxy Statement dated July 28, 1995. Also - please be advised that a new CUSIP number has been assigned by the CUSIP Service Bureau to EMCEE Broadcast Products, Inc. effective September 1, 1995 - that number is 268650-10-8. If you have any questions pursuant to this name change, or desire further documentation, please contact the writer at any time. Yours truly, KAY E. KRULL VP-Corporate Relations /kek Enclosures cc (w/enclosures): 1.The Nasdaq Stock Market 2.The Nasdaq Stock Market Nasdaq Regulatory Filings Market Data Integrity 1735 K Street NW Attn: Form 10-C Washington DC 20006-1500 80 Merritt Boulevard Trumbull CT 06611 -----END PRIVACY-ENHANCED MESSAGE-----