DEFR14A 1 a06-17022_2defr14a.htm DEFINITIVE REVISED PROXY SOLICITING MATERIALS

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
(Amendment No. 1)

Filed by the Registrant  x

Filed by a Party other than the Registrant  o

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

Video Display Corporation

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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x

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o

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(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

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(3)

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(5)

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o

Fee paid previously with preliminary materials.

o

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)

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(4)

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The Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on June 27, 2006 is hereby amended on page 3 under Proposal One to correct the inadvertent omission of footnote (1) for Ernest J. Thibeault, III, nominee for election to the Board of Directors, listing him as a member of the Registrant’s Audit Committee:

Name

 

 

 

Age

 

Present Position with the Company

 

First Year Serving
on Board

 

Ernest J. Thibeault, III (1)

 

 

45

 

 

Director

 

 

2005

 

 


       (1) Member of Audit Committee.

3

Additionally, Ernest J. Thibeault, III was inadvertently omitted from the discussion of the audit committee on page 5 in Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on June 27, 2006 and it is hereby amended to reflect the following:

The Audit Committee is comprised of Carolyn C. Howard (Chairperson), Ernest J. Thibeault, III and Peter Frend. The Committee held 18 meetings during fiscal 2006. As required by currently applicable listing requirements of NASDAQ, all members are independent. The Board of Directors has determined that Peter Frend is an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission and NASDAQ. The Committee has a charter, referred to as the “Audit Committee Charter” posted on the Investor Relations section of the Company’s website (www.videodisplay.com). See “Report of the Audit Committee” herein.

5

Finally, the Audit Committee Report contained on page 12 of the definitive proxy statement filed with the Securities and Exchange Commission on June 27, 2006 is hereby amended to include the name of Ernest J. Thibeault, III:

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

 

The Audit Committee

 

Carolyn C. Howard, Chairperson

 

Ernest J. Thibeault, III

 

Peter Frend

 

12