-----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, IUaEAiJsMAOqVe3nj8nEyvIseCa58YIiWk2cCIyxIkvTiK9DHU+gFfCkW9YKW3ND YrW4onoTtFwHjXRPk6gkWA== 0000074818-07-000008.txt : 20070426 0000074818-07-000008.hdr.sgml : 20070426 20070426170226 ACCESSION NUMBER: 0000074818-07-000008 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070622 FILED AS OF DATE: 20070426 DATE AS OF CHANGE: 20070426 EFFECTIVENESS DATE: 20070426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORBIT INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074818 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 111826363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-03936 FILM NUMBER: 07792096 BUSINESS ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 7136675601 MAIL ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: ORBIT INSTRUMENT CORP DATE OF NAME CHANGE: 19911015 DEF 14A 1 proxy.txt DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material under Rule 14a-12 ORBIT INTERNATIONAL CORP. --------------------------- (Name of Registrant as Specified In Its Charter) SAME ---------------------------- (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 previously paid with the 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: ORBIT INTERNATIONAL CORP. 80 CABOT COURT HAUPPAUGE, NEW YORK 11788 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To the Stockholders of Orbit International Corp.: The Annual Meeting of Stockholders of Orbit International Corp. (the "Company") will be held at the Sheraton Long Island, 110 Vanderbilt Motor Parkway, Smithtown, New York 11788, at 10:00 a.m., Eastern Daylight Savings Time, on June 22, 2007, for the following purposes: 1. To elect the Board of Directors for the ensuing year. 2. To ratify the appointment of Goldstein Golub Kessler LLP as independent auditors and accountants for the Company for the fiscal year ending December 31, 2007. 3. To transact such other business as may properly come before the meeting. All stockholders are invited to attend the meeting. Stockholders of record at the close of business on May 14, 2007, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the meeting. A complete list of stockholders entitled to notice of, and to vote at, the meeting will be open to examination by the stockholders beginning ten days prior to the meeting for any purpose germane to the meeting during normal business hours at the office of the Secretary of the Company at 80 Cabot Court, Hauppauge, New York 11788. Whether or not you intend to be present at the meeting, please sign and date the enclosed proxy and return it in the enclosed envelope. Returning a proxy will not deprive you of your right to attend the annual meeting and vote your shares in person. BY ORDER OF THE BOARD OF DIRECTORS MARK TUBLISKY Secretary Hauppauge, New York May 16, 2007 ORBIT INTERNATIONAL CORP. 80 CABOT COURT HAUPPAUGE, NEW YORK 11788 (631) 435-8300 ______________________ PROXY STATEMENT ______________________ The accompanying proxy is solicited by the Board of Directors of Orbit International Corp. (the "Company") for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at 10:00 a.m., Eastern Daylight Savings Time, on June 22, 2007, at the Sheraton Long Island, 110 Vanderbilt Motor Parkway, Smithtown, New York 11788, and any adjournment thereof. This proxy material is being mailed to stockholders commencing on or about May 16, 2007. VOTING SECURITIES; PROXIES The Company will bear the cost of solicitation of proxies. In addition to the solicitation of proxies by mail, certain officers and employees of the Company, without additional remuneration, may also solicit proxies personally by telefax and by telephone. In addition to mailing copies of this material to stockholders, the Company may request persons, and reimburse them for their expenses in connection therewith, who hold stock in their names or custody or in the names of nominees for others to forward such material to those persons for whom they hold stock of the Company and to request their authority for execution of the proxies. One-third of the outstanding shares of Common Stock, par value $.10 per share (the "Common Stock"), present in person or represented by proxy shall constitute a quorum at the Annual Meeting. The approval of a plurality of the outstanding shares of Common Stock present in person or represented by proxy at the Annual Meeting is required for election of the nominees as directors. In all matters other than the election of directors, the affirmative vote of the majority of the outstanding shares of Common Stock present in person or represented by proxy at the Annual Meeting is required for adoption of such matters. The form of proxy solicited by the Board of Directors affords stockholders the ability to specify a choice among approval of, disapproval of, or abstention with respect to each matter to be acted upon at the Annual Meeting. Shares of Common Stock represented by the proxy will be voted, except as to matters with respect to which authority to vote is specifically withheld. Where the solicited stockholder indicates a choice on the form of proxy with respect to any matter to be acted upon, the shares will be voted as specified. Abstentions and broker non-votes will not affect the outcome of the election of directors or the ratification of the appointment of the independent auditors. With respect to all other matters, if any, to be voted on by stockholders at the Annual Meeting, abstentions will have the same effect as "no" votes, and broker non-votes will have no effect on the outcome of the vote. All shares of Common Stock represented by properly executed proxies which are returned and not revoked will be voted in accordance with the instructions, if any, given therein. If no instructions are provided in a proxy, the shares of Common Stock represented by such proxy will be voted FOR the Board's nominees for director, FOR the ratification of the appointment of Goldstein Golub Kessler LLP and in accordance with the proxy-holder's best judgment as to any other matters raised at the Annual Meeting. At the close of business on May 14, 2007, there were 4,588,071 shares of Common Stock outstanding and eligible for voting at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of Common Stock held on all matters that come before the Annual Meeting. Only stockholders of record at the close of business on May 14, 2007, are entitled to notice of, and to vote at, the Annual Meeting. REVOCABILITY OF PROXY A stockholder who has given a proxy may revoke it at any time prior to its exercise by giving written notice of such revocation to the Secretary of the Company, by executing and delivering to the Company a later dated proxy reflecting contrary instructions, or by appearing at the Annual Meeting and taking appropriate steps to vote in person. NO DISSENTER'S RIGHTS Under Delaware law, stockholders are not entitled to dissenter's rights of appraisal with respect to Proposal 2. PROPOSAL 1 ELECTION OF DIRECTORS The bylaws of the Company provide that each director serves from the date of election until the next annual meeting of stockholders and until his successor is elected and qualified. The specific number of directors is set by a resolution adopted by a majority of the entire Board of Directors. The maximum number of directors is currently fixed at seven, and the number of directors is currently seven. The Company has nominated seven persons consisting of Dennis Sunshine, Bruce Reissman, Mitchell Binder, Arthur Rhein, Bernard Karcinell, Lee Feinberg and H. William Coogan, Jr., each a current Director, for re-election to the Board of Directors. Proxies cannot be voted for a greater number of persons than the number of nominees named. The persons named in the accompanying proxy intend to vote for the election of the nominees listed herein as directors. Each nominee has consented to serve if elected. The Board of Directors has no reason to believe that any nominee will not serve if elected, but if any of them should become unavailable to serve as a director and if the Board of Directors designates a substitute nominee or nominees, the persons named as proxies will vote for the substitute nominee or nominees designated by the Board of Directors. The following table sets forth certain information with respect to the nominees and executive officers of the Company and is based on the records of the Company and information furnished to it by such persons. Reference is made to the section of this Proxy entitled, "Security Ownership of Certain Beneficial Owners and Management," for information pertaining to stock ownership by the nominees and executive officers of the Company. Name of Nominee Age Position - --------------- --- -------- Dennis Sunshine 60 President, Chief Executive Officer and Director Bruce Reissman 57 Executive Vice President, Chief Operating Officer and Director Mitchell Binder 51 Executive Vice President, Chief Financial Officer and Director Richard A. Hetherington 52 President and Chief Operating Officer of Tulip Development Laboratory, Inc. Mark Tublisky 69 Secretary and President, Behlman Electronics, Inc. David Goldman 37 Treasurer and Controller Arthur Rhein 61 Director Bernard Karcinell 68 Director Lee Feinberg 60 Director H. William Coogan, Jr. 53 Director BIOGRAPHICAL INFORMATION Dennis Sunshine has been President and Chief Executive Officer of the Company since March 1995 and a director of the Company since 1988. Mr. Sunshine has held various positions with the Company since 1976, including Secretary and Vice President of Operations from April 1988 to March 1995 and Director of Operations from June 1983 to April 1988. Bruce Reissman has been Executive Vice President and Chief Operating Officer of the Company since March 1995 and a director of the Company since 1992. Mr. Reissman has held various positions with the Company since 1975, including Vice President-Marketing from April 1988 to February 1995 and Director of Sales and Marketing from 1976 to April 1988. Mitchell Binder has been Executive Vice President of the Company since 2006, Vice President-Finance from 1986 to 2006 and its Chief Financial Officer since 1983. He has been a director of the Company since 1985. Mr. Binder has held various positions with the Company since 1983, including Treasurer and Assistant Secretary from 1983 to March 1995. Richard A. Hetherington has been President and Chief Operating Officer of Tulip Development Laboratory, Inc. and TDL Manufacturing, Inc. since their acquisition by the Company on April 4, 2005. Prior thereto, he had been Chief Executive Officer of Tulip since 1988. Mark Tublisky has been Secretary of the Company since March 2003 and has been President of Behlman Electronics, Inc. since its acquisition by the Company from Astrosystems, Inc. in 1996. Mr. Tublisky held various positions at Astrosystems, Inc. from 1969 to 1996, including General Manager of its Automatic Test Division and then as General Manager of the Behlman Division. David Goldman has been Treasurer of the Company since June 2004 and Controller since April 2003. Prior thereto, he was Assistant Controller of Frequency Electronics, Inc., a commercial and defense electronics supplier, from April 1999 until April 2003 and Accounting Supervisor from May 1995 to April 1999. Arthur Rhein has been a director of the Company since August 2004. Mr. Rhein is the Chairman of the Board, President and Chief Executive Officer of Agilysys, Inc., a premier reseller of enterprise computer technology solutions. Mr. Rhein also serves on the Board of Directors of Kichler Lighting and Magirus AG. Bernard Karcinell has been a Director of the Company since 2000. Mr. Karcinell is a practicing certified public accountant licensed in Florida since 1989. He also acts as a financial advisor to several individuals and corporations. Prior thereto, he was a Partner at KPMG LLP and former President and CEO of Designcraft Jewel Industries and CCR Video Corp. Lee Feinberg has been a Director of the Company since February 2004. Mr. Feinberg is currently a Managing Director of UBS Financial Services Inc. and has functional responsibility as the Head of Corporate Employee Financial Services. Mr. Feinberg has been with UBS Financial Services, formerly PaineWebber, since 1987. H. William Coogan, Jr. has been a director of the Company since April 2006. Mr. Coogan is currently the Chairman of the Board and Chief Executive Officer of Firstmark Corp., a manufacturer and seller of seat belt and restraint systems as well as components and subassemblies for the aerospace marketplace. Mr. Coogan has been with Firstmark Corp. since December 2002. Prior thereto, he was the Co-Chief Operating Officer of Rothschild North America's merger and acquisition department. There are no family relationships among any of the directors or executive officers of the Company except that Bruce Reissman and Dennis Sunshine are brothers-in-law. The Company's executive officers serve in such capacity at the pleasure of the Board. STOCKHOLDER VOTE REQUIRED Election of each director requires a plurality of the votes of the shares of Common Stock present in person or requested by proxy at the meeting and entitled to vote on the election of directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS NAMED ABOVE. INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD The Board of Directors (the "Board") held seven (7) meetings and conducted other business by unanimous written consent during the fiscal year ended December 31, 2006. All directors attended at least 75% of the meetings held by the Board and by all committees of the Board with the exception of Bruce Reissman. Pursuant to the terms of the Company's acquisition of Tulip Development Laboratory, Inc. ("Tulip"), Richard A. Hetherington, Tulip's President and Chief Operating Officer, is entitled to attend all Board of Directors meetings. Stockholders may contact the Board by mail addressed to the entire Board, or to one or more individual directors, at 80 Cabot Court, Hauppauge, New York 11788, Attn: Secretary. All communications directed to the Board or individual directors in this manner will be relayed to the intended recipients. The Board has established an audit committee, nominating and corporate governance committee, compensation committee and a stock option committee to assist it in the discharge of its responsibilities. The principal responsibilities of each committee and the members of each committee are described in the succeeding paragraphs. Actions taken by any committee of the Board are reported to the Board. Audit Committee The Audit Committee of the Board currently consists of Bernard Karcinell, Lee Feinberg, Arthur Rhein and H. William Coogan, Jr., each of whom is independent as such term is defined in Rule 4200(a)(15) of the Nasdaq listing standards, as amended. The Board has determined that Bernard Karcinell is an "audit committee financial expert" as defined by the laws of the Securities and Exchange Commission ("SEC"). The Audit Committee held five (5) meetings during the fiscal year ended December 31, 2006. Each year it recommends the appointment of a firm of independent public accountants to examine the financial statements of the Company and its subsidiaries for the coming year. In making this recommendation, it reviews the nature of audit services rendered, or to be rendered, to the Company and its subsidiaries. The Audit Committee reviews with representatives of the independent public accountants the auditing arrangements and scope of the independent public accountants' examination of the financial statements, results of those audits, their fees and any problems identified by the independent public accountants regarding internal accounting controls, together with their recommendations. It also meets with the Company's Chief Financial Officer and Controller to review reports on the functioning of the Company's programs for compliance with its policies and procedures regarding ethics and those regarding financial controls. The Audit Committee is also prepared to meet at any time upon request of the independent public accountants or the Controller to review any special situation arising in relation to any of the foregoing subjects. Pursuant to the rules mandated by the SEC and the Nasdaq listing standards, as amended, the Board has adopted an Audit Committee Charter which sets forth the composition of the Audit Committee, the qualifications of Audit Committee members and the responsibilities and duties of the Audit Committee. A current copy of the Company's Audit Committee Charter accompanies the Company's proxy statement filed on May 1, 2006 as Appendix A thereto. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee was formed in March 2003, held one (1) meeting during the fiscal year ended December 31, 2006 and currently consists of Lee Feinberg, Bernard Karcinell, Arthur Rhein and H. William Coogan, Jr., each of whom is independent as such term is defined in Rule 4200(a)(15) of the Nasdaq listing standards, as amended. The Committee evaluates the appropriate size of the Board, recommends a change in the composition of members of the Board to reflect the needs of the business, interviews prospective candidates and formally proposes the slate of directors to be elected at each Annual Meeting of Stockholders. A current copy of the Nominating and Corporate Governance Committee's charter accompanies the Company's proxy statement filed on April 28, 2004 as Appendix A thereto. Although the Nominating and Corporate Governance Committee has not established minimum qualifications for director candidates, it will consider, among other factors: - Broad experience; diversity, - Wisdom and integrity, - Judgment and skill, - Understanding of the Company's business environment, - Experience with businesses and other organizations of comparable size, - Ability to make independent analytical inquiries, - The interplay of the candidate's experience with the experience of other Board members, - The extent to which the candidate would be a desirable addition to the Board and any committees of the Board, and - Willingness to devote adequate time to the Board. The Nominating and Corporate Governance Committee will consider all director candidates recommended by stockholders. Any stockholder who desires to recommend a director candidate may do so in writing, giving each recommended candidate's name, biographical data and qualifications, by mail addressed to the Chairman of the Nominating and Corporate Governance Committee, in care of Orbit International Corp., 80 Cabot Court, Hauppauge, New York 11788. A written statement from the candidate consenting to being named as a candidate and, if nominated and elected, to serve as a director, must accompany any stockholder recommendation. Members of the Nominating and Corporate Governance Committee will assess potential candidates on a regular basis. Compensation Committee The Compensation Committee of the Board currently consists of Arthur Rhein, Bernard Karcinell and H. William Coogan, Jr., each of whom is independent as such term is defined in Rule 4200(a)(15) of the Nasdaq listing standards, as amended. The Compensation Committee held six (6) meetings during the fiscal year ended December 31, 2006. The Committee makes recommendations to the Board as to the salaries of the President, sets the salaries of the other elected officers and reviews salaries of certain other senior executives. It grants incentive compensation to elected officers and other senior executives and reviews guidelines for the administration of the Company's incentive programs. The Compensation Committee also reviews and approves or makes recommendations to the Board on any proposed plan or program which would benefit primarily the senior executive group. The Compensation Committee is currently negotiating new employment agreements for the three senior executive officers of the Company and will be reviewing and approving financial measures and targets for 2007 annual incentive plans. Stock Option Committee All activities of the Stock Option Committee for the year ended December 31, 2006 were performed by the Compensation Committee. AUDIT COMMITTEE REPORT The Audit Committee oversees the Company's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. Each member of the committee is an independent director as determined by our Board of Directors and pursuant to Nasdaq Corporate Governance Rules. In addition, the Board of Directors has determined that Bernard Karcinell is an "audit committee financial expert," as defined by SEC rules. The Audit Committee reviewed with Goldstein Golub Kessler LLP ("GGK"), who are responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles, their judgments as to the quality and acceptability of accounting principles and any other matters that are required to be discussed under generally accepted auditing standards. In addition, the Audit Committee discussed GGK's independence from management and the Company including matters set forth in the written disclosures required by Independence Standards Board Standard No. 1 and matters required to be discussed by Statement on Auditing Standards No. 61 pertaining to communications with the Audit Committee. The Audit Committee discussed with GGK the overall scope and plans of their audit. The Audit Committee also discussed with GGK, without management present, the results of their examinations, their evaluations of our internal controls and the overall quality of financial reporting. Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006. AUDIT COMMITTEE Bernard Karcinell Lee Feinberg Arthur Rhein H. William Coogan, Jr. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth, with respect to the Company's fiscal year ended December 31, 2006, all compensation earned by each person who is required to be listed pursuant to Item 402(a)(2) of Regulation S-B.
NON-EQUITY STOCK OPTION INCENTIVE PLAN ALL OTHER NAME AND AWARDS AWARDS COMPENSATION COMPENSATION TOTAL PRINCIPAL POSITION YEAR SALARY ($) BONUS($) ($)(1)(2) ($) ($)(3) ($)(4) ($) - ------------------- ---- ----------- -------- ---------- ------- ---------------- -------------- --------- Dennis Sunshine 2006 $ 413,000 0 $ 50,000 0 $ 87,000 $ 74,500 $ 624,500 - ----------------------------- ---- ----------- -------- ---------- ------- ---------------- -------------- --------- President and Chief - ----------------------------- Executive Officer - ----------------------------- Bruce Reissman 2006 $ 402,000 0 $ 76,000 0 $ 87,000 $ 33,144 $ 598,144 - ----------------------------- ---- ----------- -------- ---------- ------- ---------------- -------------- --------- Executive Vice President, - ----------------------------- Chief Operating Officer - ----------------------------- Mitchell Binder 2006 $ 310,000 0 $ 50,000 0 $ 43,000 $ 30,191 $ 433,191 - ----------------------------- ---- ----------- -------- ---------- ------- ---------------- -------------- --------- Executive Vice President, - ----------------------------- Chief Financial Officer - ----------------------------- Mark Tublisky 2006 $ 174,000 0 0 0 $ 23,000 $ 12,879 $ 209,879 - ----------------------------- ---- ----------- -------- ---------- ------- ---------------- -------------- --------- Secretary (President, - ----------------------------- Behlman Electronics, Inc.) - ----------------------------- Richard Hetherington 2006 $ 364,000 0 0 0 0 $ 10,993 $ 374,993 - ----------------------------- ---- ----------- -------- ---------- ------- ---------------- -------------- --------- President, Tulip - ----------------------------- Development Laboratory, Inc. - -----------------------------
(1) In October 2004, each of Messrs. Sunshine, Reissman and Binder received 93,750 shares of common stock of the Company, valued at $5.32 per share, the fair market value of the stock on the date of grant. The shares were awarded as a retention award to remain with the Company for ten years. The shares are held in escrow, subject to forfeiture and vest over ten years. The shares vest provided each officer is still employed, and are subject to acceleration for death or a change of control (as defined in the Stock Escrow Agreement), as follows: (i) 28,125 shares at October 13, 2007 and (ii) 9,375 shares each year for the years October 13, 2008 through October 13, 2014. (2) In February 2004, Mr. Reissman received 12,500 shares of common stock of the Company, valued at $6.42 per share, the fair market value of the stock on the date of grant. The shares vest, provided Mr. Reissman is still employed, as follows: (i) 4,167 shares at February 24, 2005 and 2006 and (ii) 4,166 shares at February 24, 2007. (3) Non-Equity Incentive Plan Compensation consists of the accrued incentive bonus on pre-tax income as defined in each executive's employment agreement. Mr. Hetherington was eligible to participate in a bonus pool based on the profitability of Tulip in 2006 but elected to have it distributed to Tulip's employees. (4) See the All Other Compensation Table below for additional information. ALL OTHER COMPENSATION TABLE The following table describes each component of the All Other Compensation in the Summary Compensation Table.
LIFE LONG TERM LONG TERM MEDICAL 401 (K) PLAN INSURANCE CAR LEASE/ DISABILITY CARE REIMBURSEMENT NAME OF EXECUTIVE CONTRIBUTIONS PREMIUMS CAR USAGE PREMIUM PREMIUM PLAN TOTAL - ----------------- ------------- --------- ---------- ----------- ---------- -------------- ------- D. Sunshine $ 4,400 $ 33,066 $ 17,979 $ 4,961 $ 7,446 $ 6,648 $74,500 - ----------------- -------------- ---------- ---------- ----------- ---------- ------------ --------- B. Reissman 4,400 6,650 10,744 3,523 4,478 3,349 33,144 - ----------------- -------------- ---------- ---------- ----------- ----------- ---------- ---------- M. Binder 4,318 4,450 10,255 4,798 3,021 3,349 30,191 - ----------------- -------------- ---------- ---------- ----------- ----------- ---------- ---------- M. Tublisky 2,330 - 7,200 - - 3,349 12,879 - ----------------- -------------- ---------- ---------- ----------- ----------- ---------- ---------- R. Hetherington 5,000 - 5,993 - - - 10,993 - ----------------- -------------- ---------- ---------- ----------- ----------- ---------- ----------
GRANTS OF PLAN-BASED AWARDS IN 2006 None. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2006 The table on the following page summarizes, for each of the executive officers named in the Summary Compensation Table, grants of stock options and restricted stock outstanding at December 31, 2006. The market value of the stock awards is based on the closing market price of our stock on December 31, 2006 which was $8.16.
OUTSTANDING EQUITY AWARDS AT YEAR-END OPTION AWARDS STOCK AWARDS (A)(B) ------------------------------------- ------------------------------------------------- Option Option Option Stock Number of Market Equity Value of Grant # # Exercise Expiration Award Shares Value Incentive Unearned Date Exercisable Unexercisable Price Date Date Not Vested Not Vested Plan Awards Shares --------- ----------- ------------- ------ --------- ---------- ---------- ----------- ---------- ------ D. Sunshine 1/25/2001 70,313 - $ 1.07 1/25/2011 7/29/2003 31,250 - $ 4.51 7/29/2013 6/25/2004 31,250 - $ 5.96 6/25/2014 - - 10/13/2004 93,750 $ 765,000 B. Reissman 1/25/2001 66,563 - $ 1.07 1/25/2011 7/29/2003 31,250 - $ 4.51 7/29/2013 6/25/2004 31,250 - $ 5.96 6/25/2014 - - 10/13/2004 93,750 $765,000 2/24/2004 4,166 33,995 M. Binder 3/27/2000 156,251 - $ 1.92 3/27/2010 1/25/2001 29,944 - $ 1.07 1/25/2011 7/29/2003 31,250 - $ 4.51 7/29/2013 6/25/2004 31,250 - $ 5.96 6/25/2014 10/13/2004 93,750 $ 765,000 - - M. Tublisky 7/29/2003 8,438 - $ 4.51 7/29/2013 - - - - - R. Hetherington - - - - - - - - -
(A) In October 2004, each of Messrs. Sunshine, Reissman and Binder received 93,750 shares of common stock of the Company, valued at $5.32 per share, the fair market value of the stock on the date of grant. The shares were awarded as a retention award to remain with the Company for ten years. The shares are held in escrow, subject to forfeiture and vest over ten years. The shares vest provided each officer is still employed, and are subject to acceleration for death or a change of control (as defined in the Stock Escrow Agreement), as follows: (i) 28,125 shares at October 13, 2007 and (ii) 9,375 shares each year for the years October 13, 2008 through October 13, 2014 (B) In February 2004, Mr. Reissman received 12,500 shares of common stock of the Company, valued at $6.42 per share, the fair market value of the stock on the date of grant. The shares vest, provided Mr. Reissman is still employed, as follows: (i) 4,167 shares at February 24, 2005 and 2006 and (ii) 4,166 shares at February 24, 2007. OPTION EXERCISES AND STOCK VESTED This table provides information about any options that were exercised, or any stock that vested in 2006.
OPTION AWARDS STOCK AWARDS # OF SHARES VALUE # OF SHARES VALUE ACQUIRED REALIZED ON ACQUIRED ON REALIZED ON NAME OF EXECUTIVE ON EXERCISE EXERCISE VESTING VESTING - ----------------- ------------- ------------- ----------- ----------- D. Sunshine - - - - - ----------------- ------------- ------------- ----------- ----------- B. Reissman - - - - - ----------------- ------------- ------------- ----------- ----------- M. Binder 5,000 $ 34,283 - - - ----------------- ------------- ------------- ----------- ----------- M. Tublisky - - - - - ----------------- ------------- ------------- ----------- ----------- R. Hetherington - - - - - ----------------- ------------- ------------- ----------- -----------
-19- COMPENSATION OF DIRECTORS Directors of the Company who are not employed by the Company receive director fees of $2,000 per quarter. Employee directors are not compensated for services as a director. All directors are reimbursed for expenses incurred on behalf of the Company. The following table sets forth compensation paid to each non-employee director during 2006: Stock Non-Equity All Fees Earned or Stock Option Incentive Other Name Paid in Cash Awards Awards(1) Plan Comp. Compensation Total - ----- ------------ ------ -------- --------- ----- ----- H. William Coogan $8,000 - $18,222 - - $26,222 Lee Feinberg $8,000 - $ 4,863 - - $12,863 Bernard Karcinell $8,000 - $ 4,863 - - $12,863 Arthur Rhein $8,000 - $ 4,863 - - $12,863 (1) Pursuant to the Company's 1995 Stock Option Plan for Non-Employee Directors, non-employee directors are entitled to an initial grant of 2,064 shares upon first election or appointment to the Board and annual grants of options to purchase 1,250 shares of common stock. The amounts reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006 in accordance with SFAS 123R, which was equal to the grant date fair value of the options. (2) As of December 31, 2006, each person that served as a director during 2006 held the following outstanding options to purchase common stock: Option Option Number of Securities Exercise Price Grant Name Underlying Outstanding Options ($) Date - ------- ------------------------------ --------------- ---- H. William Coogan 2,604 9.28 4/18/06 1,250 7.11 6/23/06 Lee Feinberg 2,604 6.42 2/24/04 1,250 5.96 6/25/04 1,250 8.78 6/24/05 1,250 7.11 6/23/06 Bernard Karcinell 2,604 2.04 8/7/00 520 1.05 6/29/01 520 3.01 6/28/02 520 3.70 6/27/03 1,250 5.96 6/25/04 1,250 8.78 6/24/05 1,250 7.11 6/23/06 Arthur Rhein 2,604 5.25 8/4/04 1,250 8.78 6/24/05 1,250 7.11 6/23/06 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Compensation Committee of the Board of Directors is responsible for determining the compensation of executive officers of the Company, other than compensation awarded pursuant to the Company's Plans (defined below) which is administered by the Stock Option Committee of the Board of Directors, Messrs. Rhein, Karcinell and Coogan comprise the Compensation Committee. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to persons known by the Company to be the beneficial owners of 5% or more of the common stock. Beneficial Ownership of Common Stock ------------------------ Number of Percentage of Shares Class ------ ----- Name and Address - ---------------- Al Frank Asset Management (1) 639,162 13.9% 32392 Coast Highway Laguna Beach, CA 32651 Elkhorn Partners Limited Partnership (2) 430,959 9.4% 222 Skyline Drive Elkhorn, NR 68022 Oppenheimer Funds, Inc. (3) 399,500 8.7% Two World Financial Center 225 Liberty Street, 11th Floor New York, NY 10281 (1) Based on a Statement on Schedule 13G filed by Al Frank Asset Management, Inc. with the SEC on January 30, 2007. (2) Based on Amendment 2 to Schedule 13D filed by Elkhorn Partners Limited Partnership with the SEC on August 16, 2006. (3) Based on a Statement on Schedule 13G filed by Oppenheimer Funds, Inc. with the SEC on March 28, 2007. OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth, as of April 13, 2007, information concerning the beneficial ownership of our common stock by each director, each of the executive officers named in this proxy statement and all current directors and executive officers as a group. Under rules of the Securities and Exchange Commission, persons who have power to vote or dispose of securities, either alone or jointly with others, are deemed to be the beneficial owners of such securities. Each person reflected in the table below has both sole voting and investment power with respect to the shares included in the table, except as described in the footnotes below.
Shares Subject to Percent Number of Shares Exercisable of Name of Beneficial Owner Directly or Indirectly Options Total Class - ---------------------------------------- --------------------- --------------------- ------- ------- Dennis Sunshine, President and Chief Executive Officer (1) (2) 235,000 132,813 367,813 7.8% Bruce Reissman, Executive Vice President, Chief Operating Officer (2) 357,038 129,063 486,101 10.3% Mitchell Binder, Executive Vice President, Chief Financial Officer (2) 101,768 248,695 350,463 7.3% Mark Tublisky, Secretary 100 8,438 8,538 * Richard Hetherington, President, Chief Operating Officer, Tulip Development Laboratory, Inc. (3) 122,647 - 122,647 2.7% H. William Coogan, Jr., Director - 3,854 3,854 * Lee Feinberg, Director - 6,354 6,354 * Bernard Karcinell, Director - 7,914 7,914 * Arthur Rhein, Director - 5,104 5,104 * All officers and directors as a group (10 persons) 816,553 545,235 1,361,788 26.5% - ----------------------------------------
* Less than one percent (1) Includes 139,687 shares held by Mr. Sunshine's wife Francine Sunshine. (2) Includes 93,750 restricted shares subject to forfeiture. (3) Includes 78,845 shares held by Mr. Hetherington's wife. PROPOSAL 2 INDEPENDENT ACCOUNTANTS RATIFICATION OF APPOINTMENT OF AUDITORS The Board, upon the recommendation of the Audit Committee, has appointed Goldstein Golub Kessler LLP ("GGK") as independent accountants for the Company to audit the books and accounts of the Company for the current fiscal year ending December 31, 2007. Through September 30, 2005, GGK had a continuing relationship with American Express Tax and Business Services Inc. ("TBS") from which it leased auditing staff who are full-time, permanent employees of TBS and through which its partners provided non-audit services. Subsequent to September 30, 2005, this relationship ceased and GGK established a similar relationship with RSM McGladrey, Inc. ("RSM"). GGK has no full-time employees and therefore, none of the audit services performed were provided by permanent full-time employees of GGK. GGK manages and supervises the audit and audit staff, and is exclusively responsible for the opinion rendered in connection with its examination. Representatives of GGK are expected to be available at the meeting to respond to appropriate questions and will be given the opportunity to make a statement if they desire to do so. If the stockholders do not ratify the appointment of this firm, the appointment of another firm of independent certified public accountants will be considered by the Board of Directors. AUDIT FEES AND AUDIT RELATED FEES In accordance with the Audit Committee's charter and pursuant to SEC rules, the Audit Committee reviewed all services performed by GGK for the Company in its fiscal year ended December 31, 2006, within and outside the scope of their quarterly and annual auditing function. The aggregate fees billed by the Company's independent auditors for each of the last two fiscal years are as follows: December 31, 2005 December 31, 2006 -------------------- ------------------- Audit Fees $162,000 $177,000 Audit-related Fees $115,000 $ 0 Tax Fees $ 0 $ 0 All Other Fees $ 29,000 $ 45,000 Audit-related fees were for audit and due diligence work related to the acquisition of Tulip and covered the audit of Tulip for the years December 31, 2002 through December 31, 2004. All other fees include tax services provided by TBS and RSM that total $24,000 and $32,000 for the Company's fiscal years ended December 31, 2005 and December 31, 2006, respectively. AUDIT COMMITTEE PRE-APPROVAL POLICY GGK has been retained to audit the consolidated financial statements for the years ended December 31, 2006 and 2005, in addition, GGK was retained to provide other auditing and advisory services in the 2006 and 2005 fiscal years. GGK has to maintain objectivity and independence in its audit of the financial statements. To minimize relationships that could appear to impair the objectivity of GGK, the audit committee has restricted the non-audit services that GGK and its aligned company may provide to primarily tax services and merger and acquisition due diligence and audit services, and has determined that we would obtain even these non-audit services from GGK and/or its aligned company only when the services offered by GGK and its aligned company are more effective or economical than services available from other service providers. The audit committee also has adopted policies and procedures for pre-approving all non-audit work performed by GGK or any other accounting firms. Specifically, the audit committee has pre-approved the use of GGK and its aligned company for specific types of services within the following categories of non-audit services: merger and acquisition due diligence and audit services; tax services; internal control reviews; and reviews and procedures that are requested of GGK. In each case, the audit committee has also set a specific annual limit on the amount of such services which we would obtain from GGK, and has required management to report the specific engagements to the committee on a quarterly basis and to obtain specific pre-approval from the audit committee for all engagements. THE BOARD OF DIRECTORS DEEMS THE RATIFICATION OF THE APPOINTMENT OF GOLDSTEIN GOLUB KESSLER LLP AS THE AUDITORS FOR THE COMPANY TO BE IN THE COMPANY'S BEST INTEREST AND RECOMMENDS A VOTE "FOR" SUCH RATIFICATION. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's directors and executive officers, and persons who beneficially own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and the other equity securities of the Company. Officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company's equities are required by the regulations of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended December 31, 2006, all Section 16(a) filing requirements applicable to its officers, directors, and greater than ten percent beneficial owners were complied with. STOCKHOLDER PROPOSALS No person who intends to present a proposal for action at a forthcoming stockholders' meeting of the Company may seek to have the proposal included in the proxy statement or form of proxy for such meeting unless such person (a) is a record beneficial owner of at least 1% or $2,000 in market value of shares of Common Stock, has held such shares for at least one year at the time the proposal is submitted, and such person shall continue to own such shares through the date on which the meeting is held, (b) provides the Company in writing with such person's name, address, the number of shares held by such person and the dates upon which such person acquired such shares with documentary support for a claim of beneficial ownership and a statement that such person intends to continue to hold the shares through the date of the meeting, (c) notifies the Company of such person's intention to appear personally at the meeting or by a qualified representative under Delaware law to present such person's proposal for action, and (d) submits such person's proposal timely. A proposal to be included in the proxy statement or proxy for the Company's next annual meeting of stockholders will be submitted timely only if the proposal has been received at the Company's executive offices at 80 Cabot Court, Hauppauge, New York 11788 no later than January 18, 2008. If the date of such meeting is changed by more than 30 calendar days from the date such meeting is scheduled to be held under the Company's By-Laws, or if the proposal is to be presented at any meeting other than the next annual meeting of stockholders, the proposal must be received at the Company's principal executive office at a reasonable time before the solicitation of proxies for such meeting is made. Even if the foregoing requirements are satisfied, a person may submit only one proposal of not more than 500 words including any accompanying statement. A supporting statement is required if requested by the proponent for inclusion in the proxy materials, and under certain circumstances enumerated in the Securities and Exchange Commission's rules relating to the solicitation of proxies. The Company may be entitled to omit the proposal and any statement in support thereof from its proxy statement and form of proxy if the foregoing eligibility or procedural requirements are not met or some other bases such as the proposal deals with a matter relating to the Company's ordinary business operations. DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS As permitted by applicable law, only one copy of this proxy statement and annual report is being delivered to stockholders residing at the same address, unless such stockholders have notified the Company of their desire to receive multiple copies of this proxy statement or the Company's annual report. The Company will promptly deliver, upon oral or written request, a separate copy of this proxy statement and/or the Company's annual report to any stockholder residing at an address to which only one copy of either such document was mailed. Requests for additional copies should be directed to the Company's Secretary, at the Company's corporate offices at Orbit International Corp., 80 Cabot Court, Hauppauge, New York 11788, or by telephone at (631) 435-8300. Stockholders who share an address can request the delivery of separate copies of future proxy statements or the Company's annual report upon written request which should be directed to the Company's Secretary, at the Company's corporate offices at Orbit International Corp., 80 Cabot Court, Hauppauge, New York 11788 or by telephone at (631) 435-8300. Stockholders who share an address can request the delivery of a single copy of this proxy statement or a single copy of the Company's annual report upon written request. Such request should be directed to the Company's Secretary, at the Company's corporate offices at Orbit International Corp., 80 Cabot Court, Hauppauge, New York 11788 or by telephone at (631) 435-8300. OTHER MATTERS The Board of Directors is not aware of any other matter other than those set forth in this proxy statement that will be presented for action at the meeting. If other matters properly come before the meeting, the persons named as proxies intend to vote the shares they represent in accordance with their best judgment in the interest of the Company. THE COMPANY UNDERTAKES TO PROVIDE ITS STOCKHOLDERS WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES FILED THEREWITH. WRITTEN REQUESTS FOR SUCH REPORT SHOULD BE ADDRESSED TO THE OFFICE OF THE SECRETARY, ORBIT INTERNATIONAL CORP., 80 CABOT COURT, HAUPPAUGE, NEW YORK 11788. ORBIT INTERNATIONAL CORP. ANNUAL MEETING OF STOCKHOLDERS - JUNE 22, 2007 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned stockholder in Orbit International Corp. ("Corporation") hereby constitutes and appoints Dennis Sunshine, Bruce Reissman, and Mitchell Binder, and each of them, his true and lawful attorneys and proxies, with full power of substitution in and for each of them, to vote all shares of the Corporation which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at the Sheraton Long Island, 110 Vanderbilt Motor Parkway, Smithtown, New York 11788, on Friday, June 22, 2007, at 10:00 a.m., Eastern Daylight Savings Time, or at any postponement or adjournment thereof, on any and all of the proposals contained in the Notice of the Annual Meeting of Stockholders, with all the powers the undersigned would possess if present personally at said meeting, or at any postponement or adjournment thereof. 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 THE NOMINEES LISTED ON THE REVERSE SIDE FOR DIRECTORS AND FOR PROPOSAL 2. (Continued and to be signed and dated on the other side) [x] Please mark your votes as this example THE DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 1 1. Election of Directors FOR All nominees WITHHOLD AUTHORITY listed (except as marked to vote for all to the contrary, see nominees listed instruction below) at left Dennis Sunshine, Bruce Reissman, Mitchell Binder, Arthur Rhein, Bernard Karcinell, Lee Feinberg and H. William Coogan, Jr. [] [] INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, DRAW A LINE THROUGH THE NAME OF THE NOMINEE ABOVE. THE DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 2 2. Proposal to ratify Goldstein Golub Kessler LLP as independent auditors. For Against Abstain [] [] [] 3. The above named proxies are granted the authority, in their discretion, to act upon such other matters as may properly come before the meeting or any postponement or adjournment thereof. Dated , 2007 Signature(s) Signature(s) Please sign exactly as your name appears on the stock certificate and return this proxy immediately in the enclosed stamped self-addressed envelope. -----END PRIVACY-ENHANCED MESSAGE-----