-----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, WjHjohrUBxgO97dp3T1HJIXPnfVNFnscS3ZO6LzvzgK6U1vt3cAiAa2goOtDLISH wOj00/Y48BYdqXGv4uOi0A== 0001042910-99-001829.txt : 19991224 0001042910-99-001829.hdr.sgml : 19991224 ACCESSION NUMBER: 0001042910-99-001829 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000124 FILED AS OF DATE: 19991223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNAIR ELECTRONICS INC CENTRAL INDEX KEY: 0000095366 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 590780772 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-04334 FILM NUMBER: 99779844 BUSINESS ADDRESS: STREET 1: 3101 SW THIRD AVE STREET 2: EXECUTIVE OFFICES CITY: FORT LAUDERDALE STATE: FL ZIP: 33315 BUSINESS PHONE: 3055251505 MAIL ADDRESS: STREET 1: 3101 SW THIRD AVENUE CITY: FT LAUDERDALE STATE: FL ZIP: 33315 DEF 14A 1 DEFINITIVE PROXY STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 [X] Definitive Proxy Statement Commission Only (as permitted [_] Definitive Additional Materials by Rule 14a-6(e)(2)) [_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 SUNAIR ELECTRONICS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (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: SUNAIR ELECTRONICS, INC. 3101 S.W. Third Avenue Fort Lauderdale, Florida 33315 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS January 24, 2000 TO THE STOCKHOLDERS OF SUNAIR ELECTRONICS, INC.: The 1999 Annual Meeting of Stockholders of SUNAIR ELECTRONICS, INC. will be held at the offices of the Company, 3101 S.W. Third Avenue, Fort Lauderdale, Florida on Monday, January 24, 2000 at 10:00 A.M. for the following purposes: 1. The election of three (3) Directors; 2. To approve the cancellation of the Company's existing stock option plan and, in its stead, to approve a new plan providing for the issuance of non-qualified options to purchase up to 400,000 shares of the Company's unissued Common Stock. 3. To transact such other business as may properly come before the meeting. Only stockholders of record at the close of business on December 3, 1999 will be entitled to vote at the meeting or any adjournment thereof. We hope you will be able to attend this meeting in person; however, if this is impossible, please promptly sign, date and return the enclosed proxy card regardless of the number of shares you hold so that your shares will be represented at this meeting. By Order of the Board of Directors Fort Lauderdale, Florida December 20, 1999 SUNAIR ELECTRONICS, INC. 3101 S.W. Third Avenue Fort Lauderdale, Florida 33315 Approximate date of mailing is December 20, 1999 PROXY STATEMENT This statement is furnished in connection with a solicitation by the management of SUNAIR ELECTRONICS, INC. (hereafter called the "Corporation"), of proxies to be used at the Annual Meeting of Stockholders of the Corporation, to be held on Monday, January 24, 2000 at 10:00 A.M., in the offices of the Corporation at 3101 S.W. Third Avenue, Fort Lauderdale, Florida. As of December 1, 1999 there were issued and outstanding 3,718,070 shares of common stock. Only stockholders of record as of the close of business on December 3, 1999 will be entitled to notice of and to vote at the Annual Meeting. Every stockholder will be entitled to vote in person or by proxy for each share of stock standing in his name on the books of the Corporation as of such record date. This proxy material was first mailed to stockholders on or about December 20, 1999 together with a copy of the Annual Report of the Corporation for the fiscal year ended September 30, 1999. The Corporation will file with the Securities and Exchange Commission a Report on Form 10-KSB for such fiscal year, a copy of which (including financial statements and schedules thereof) will be provided without charge to any stockholder upon written request, addressed to the Secretary of the Corporation at its address set forth on the first page of this Proxy Statement. If a shareholder requests copies of any exhibits of such Form 10-KSB filing, the Corporation may require the payment of a fee covering its reasonable expenses in furnishing such exhibits. No material contained in either the Annual Report being mailed to all stockholders or the Report on Form 10-KSB is to be regarded as proxy soliciting material. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following information is given with respect to any person who to the knowledge of the Corporation's management owns beneficially more than 5% of any class of voting securities of the Corporation outstanding on the most recent record date, and with respect to ownership of such securities by the Corporation's officers and directors. Based solely upon a review of information furnished to the registrant during the most recent fiscal year, including written representations, no director, officer or beneficial owner of more than 10% of the company's common stock failed to file on a timely basis reports required by Section 16(A) of the Exchange Act during fiscal year 1999. (A) Security Ownership of Certain Beneficial Owners.
Title Name and Address Amount and Nature Percent of Class of Beneficial Owner of Beneficial Ownership of Class -------- ------------------- ----------------------- -------- Common Robert Uricho, Jr. *2,272,900 61.13% Board Chairman & CEO 3101 S.W. 3rd Avenue Fort Lauderdale, FL (B) Security Ownership of Management Title Name and Address Amount and Nature Percent of Class of Beneficial Owner of Beneficial Ownership of Class (1) -------- ------------------- ----------------------- ------------ Common Robert Uricho, Jr. *2,272,900 61.13% Board Chairman & CEO 3101 S.W. 3rd Avenue Fort Lauderdale, FL Common All Other 6,076 ** Officers and Directors Common All Officers and Directors 2,278,976 61.29% As a group (6)
* Includes 278,900 shares held by the University of Florida Foundation, Inc. as Trustee of a Charitable Remainder Unitrust of which Mr. Uricho is the income beneficiary. ** Less than 1%. (1) Based upon 3,718,070 shares outstanding at December 1, 1999. While the Corporation has 500,000 authorized shares of preferred stock, no par value, none have been issued. The only stock outstanding is 10 cents par value Common Stock. 2 THE ELECTION OF DIRECTORS It is intended that persons named in the proxy, unless otherwise indicated, will vote for the election of the three (3) nominees listed below (three directors was the number last elected by the stockholders at the last stockholders meeting) to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. Each nominee has consented to serve for the next ensuing year, or until his successor is elected and qualified. However, if any nominees for any reason presently unknown will be unable to serve, the valid proxy will be voted for the remaining nominees and will be voted by the proxy holders in their discretion for the election of a substitute nominee. Each of the nominees was elected to his present term of office at the last Annual Meeting of Stockholders. The following information with respect to the principal occupation or employment and name and principal business of the Corporation, or other organization in which such occupation or employment is carried on, and in regard to other affiliations and directorships and to beneficial ownership of shares of common stock of the Corporation at December 3, 1999 has been furnished to the Corporation by the respective nominees for directors. Earl M. Anderson, Jr. has been a director of the Corporation since 1969. Mr. Anderson is an independent management consultant and has been so engaged since 1964. Until recently, he had served as a director and President of Distinctive Devices, Inc. ("DDI") for more than five years. DDI's former test instrument businesses were sold in 1996 and, in August 1999, it completed a reverse merger with a Florida company which intends to provide broad bandwidth "last mile" wireless connectivity for Internet, data and telecommunication services. Mr. Anderson now serves DDI as a director and as Chief Financial Officer. Age: 74 SUNAIR SHARES OWNED: 776 common shares Member of Audit Committee George F. Arata, Jr. has been a director of the Corporation since 1995. Mr. Arata held, prior to his retirement in 1991, executive positions, including President and director, with Southeast Banks in various locations in South Florida. Age: 70 SUNAIR SHARES OWNED: 500 common shares. Member of Audit Committee Robert Uricho, Jr., Chairman of the Board and Chief Executive Officer of the Corporation, has been a director of the Corporation since he founded the Corporation in 1956. Age: 84 SUNAIR SHARES OWNED: 2,272,900 common shares representing 61.13% of the issued and outstanding common stock of the Corporation, includes 278,900 shares owned by the University of Florida as Trustee of a Charitable Remainder Unitrust of which Mr. Uricho is the income beneficiary. 3 INFORMATION CONCERNING THE BOARD OF DIRECTORS Committees of the Board The following are the principal functioning committees of the Board of Directors, the membership and principal responsibilities of which are described below: Audit Committee Members: Messrs. Anderson and Arata The Audit Committee reviews the scope and results of the audit by the independent accountants and proposes the appointment of such accountants subject to approval of the Board. The Committee also reviews the adequacy of the Company's system of internal controls and procedures and reviews with the independent accountants its proposals and suggestions pertaining to internal control and procedures. Stock Option and Compensation Committees The Stock Option and Compensation Committees were not active in fiscal 1999. DIRECTORS' COMPENSATION Directors who are not full-time employees of the Company are paid an annual retainer of $5,000 and an attendance fee of $1,000 for each meeting of Sunair's Board, plus travel expenses incurred in connection therewith. The Audit Committee consists of two non-management Board members, who are paid $1,000 each for a committee meeting. Directors who are full-time employees of the Company are not paid any fees or additional remuneration for services as members of the Board or any committee thereof. ATTENDANCE AT BOARD AND COMMITTEE MEETINGS During the 1999 fiscal year, the Board held four meetings. Attendance at such meetings of the Board was 100%. DATE FOR RECEIPT OF STOCKHOLDERS' PROPOSALS The deadline by which stockholder proposals must be submitted for consideration at the January, 2001 Annual Meeting of Stockholders is September 1, 2000, under the rules of the Securities and Exchange Commission. 4
EXECUTIVE COMPENSATION AND OTHER MATTERS Summary Compensation Table Annual Compensation Long Term Compensation -------------------------------------- --------------------------------------------------- Awards Payouts -------------- ---------- Name and Other Annual Restricted Options/ LTIP All Other Principal Position Year Salary Bonus Compensation Stock Awards SARs Payments Compensation - ------------------ ---- -------- ----- ------------ -------------- -------- ---------- ------------- Robert Uricho, Jr. 1999 $175,000 None None None None None None Chairman, President 1998 $175,000 None None None None None None Chief Executive Officer 1997 $175,000 None None None None None None
No other director or officer received compensation exceeding $100,000 for any of the three completed fiscal years. Compensation Report Executive Officer Compensation. The philosophy of the Company's compensation program is to offer competitive opportunities for all executive employees, except Mr. Uricho, which are based on the individual's personal performance and contribution to the Company's success. Base salary is determined by the skills and expertise required for a specific executive's job and by the performance of the executive in that job. Base salary is established annually in large measure by comparison to the compensation paid to persons holding comparable positions in similar or related industries and by general compensation levels in the local markets. Executive compensation is not specifically related to the Company's performance. Chief Executive Officer Compensation. Mr. Uricho is a majority stockholder in the Company controlling 61.13% of the shares outstanding. His salary was first negotiated between Mr. Uricho and the Compensation Committee in 1985 at a level significantly less than compensation paid to persons holding comparable positions in similar or related industries. Mr. Uricho has received his salary of $175,000 with no added incentives since 1985. His compensation is not specifically related to the Company's performance. Stock Options. The Company has a non-qualified stock option plan for key employees and reserved 100,000 shares of the Company's common stock for future issuance under the plan at an exercise price of $3.00 per share. All stock options granted previously have expired or been cancelled and no stock options are currently outstanding. Proposed Stock Option Plan. Management proposes that the existing stock option plan, formally adopted by shareholders at the January, 1998 Stockholder Meeting, be hereby cancelled and, in its stead, that an aggregate of 400,000 shares of the Company's unissued Common Stock be reserved for issuance to key employees pursuant to non-qualified stock options to be granted at a purchase price to be determined at the time of the grant and, further, that the Chairman shall, and is hereby authorized to, determine such price or prices as well as the terms and conditions of the individual option grants including the number of options to be granted and the vesting dates and employment provisions and conditions of such grants with respect to each such employee. 5 INDEPENDENT ACCOUNTANTS The firm of Puritz and Weintraub was designated by the Board of Directors to audit the financial statements for the Company and its subsidiary for the fiscal year ending September 30, 1999. The firm has been the Company's independent accountant since July 19, 1988 and is considered to be well qualified. Representatives of Puritz and Weintraub are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. PROXY-EXPENSES The enclosed Proxy is solicited by the management. If the enclosed form of Proxy is executed and returned, it will be voted in accordance with the indicated preference. If not otherwise specified, it will be voted in favor of all propositions set forth in the Notice of Annual Meeting. It may, nevertheless, be revoked at any time insofar as it has not been exercised. The expenses in connection with this solicitation of proxies, including the cost of preparing, assembling and mailing, will be paid by the Corporation. In addition to the solicitation of proxies by the use of mails, it is possible that proxies may be solicited by certain directors personally, and by officers and employees personally or by telephone. In such an event, such directors, officers or employees will receive no additional remuneration therefor. OTHER MATTERS Management is unaware of any other business to be presented for consideration at the meeting of the stockholders. If, however, other business should properly come before the meeting, the proxies will be voted in accordance with the best judgement of the proxy holders. Dated: December 20, 1999 Fort Lauderdale, Florida 6 PROXY The undersigned, revoking previous proxies for such stock, hereby appoints ROBERT URICHO, JR., and S.B. DURHAM, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote as designated below, all of the shares of common stock of SUNAIR ELECTRONICS, INC., which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on Monday, January 24, 2000 at 10:00 A.M., and at any adjournment thereof. 1. Nominees for Directors are: Mr. Earl M. Anderson, Jr., Mr. George F. Arata, Jr., and Mr. Robert Uricho, Jr. ( ) VOTE FOR ALL NOMINEES LISTED ABOVE EXCEPT VOTE WITHHELD FROM FOLLOWING NOMINEES (if any). __________________________________________________ ______________________________________________________________________ ( ) WITHHOLD VOTE FROM ALL NOMINEES. 2. To approve the cancellation of the Company's existing stock option plan and, in its stead, to approve a new plan providing for the issuance of non-qualified options to purchase up to 400,000 shares of the Company's unissued Common Stock. ( ) FOR ( ) AGAINST ( ) ABSTAIN 3. To transact such other business as may properly come before the meeting. THIS PROXY IS SOLICITED BY THE MANAGEMENT AND WILL BE VOTED IN FAVOR OF THE ABOVE NOMINEES AND PROPOSITIONS IF NO INSTRUCTIONS THEREOF ARE INDICATED. Dated this_________ day of _________ ________, 199 _________ ____________________________________________________________ ____________________________________________________________ (Please sign exactly as your name appears on this Proxy. If signing for estates, trusts or a corporation, title and capacity should be stated. If shares are held jointly, each holder should sign.) PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY. -----END PRIVACY-ENHANCED MESSAGE-----