-----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, Uw/v4h5dMppSi13yivQZPGPTbXtlmfbZYPJrtM+RoLDvoHncgDNCgm6jjox1cIGl VhIuoIUgUEcG3/vFM0aVwA== 0000806172-97-000005.txt : 19970627 0000806172-97-000005.hdr.sgml : 19970627 ACCESSION NUMBER: 0000806172-97-000005 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970228 FILED AS OF DATE: 19970626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONO TEK CORP CENTRAL INDEX KEY: 0000806172 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 141568099 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16035 FILM NUMBER: 97630182 BUSINESS ADDRESS: STREET 1: 2012 RT 9W BLDG 3 CITY: MILTON STATE: NY ZIP: 12547 BUSINESS PHONE: 9147952020 MAIL ADDRESS: STREET 1: 2012 RT. AW, BLDG. 3, CITY: MILTON STATE: NY ZIP: 12547 DEF 14A 1 DEFINITIVE PROXY STMNT FOR FISCAL YEAR 02/28/97 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ____) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Sono-Tek Corporation - -------------------------------------------------------------------------------- (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 O-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: ------------------------------------------------------------------ 1 [ ] 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: ----------------------------------------------------------- Notes: 2 SONO-TEK CORPORATION 2012 Route 9W, Bldg. 3 Milton, New York 12547 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 21, 1997 The 1997 Annual Meeting of Shareholders of Sono-Tek Corporation ( the "Company") will be held in the Oak Room at the Ramada Inn, 1055 Union Avenue, Newburgh, NY 12550 on August 21, 1997 at 9:00 A.M., local time, for the following purposes: 1. To elect two (2) directors of the Company to serve for the term set forth in the accompanying Proxy Statement and until their successors are duly elected and qualified. 2. To ratify the appointment of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending February 28, 1998. 3. To transact such other business as may properly come before the meeting or any adjournments thereof. The Board of Directors has fixed the close of business on July 2, 1997 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. A list of shareholders entitled to vote will be available for examination by interested shareholders at the offices of the Company, 2012 Route 9W, Bldg. 3, Milton, New York 12547 during ordinary business hours until the meeting. Joy DeNitto, Secretary Dated: July 11, 1997 YOUR VOTE IS IMPORTANT. EVEN IF YOU DESIRE TO ABSTAIN, PLEASE SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE. - -------------------------------------------------------------------------------- 3 SONO-TEK CORPORATION 2012 Route 9W, Bldg. 3 Milton, New York 12547 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS AUGUST 21, 1997 The accompanying proxy is solicited by the Board of Directors of SONO-TEK CORPORATION, a New York corporation (the "Company"), for use at the 1997 Annual Meeting of Shareholders of the Company to be held on August 21, 1997. All Proxies that are properly completed, signed and returned to the Company prior to the Annual Meeting, and which have not been revoked, will be voted in accordance with the shareholder's instructions contained in such Proxy. In the absence of contrary instructions, shares represented by such proxy will be voted (i) FOR approval of the election of each of the individuals nominated as directors set forth herein, and (ii) FOR the ratification of the appointment of Deloitte & Touche LLP as the Company's auditors for the fiscal year ending February 28, 1998. A shareholder may revoke his or her Proxy at any time before it is exercised by filing with the Secretary of the Company at its offices in Milton, New York either a written notice of revocation or a duly executed Proxy bearing a later date, or by appearing in person at the 1997 Annual Meeting and expressing a desire to vote his or her shares in person. All costs of this solicitation are to be borne by the Company. Abstentions will be treated as shares present and entitled to vote for quorum purposes but as not voted for purposes of determining the approval of any matters submitted to the shareholders for a vote. Except as otherwise provided by law or by the Company's certificate of incorporation or bylaws, abstentions will not be counted in determining whether a matter has received a majority of votes cast. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter. Broker non-votes are not counted for quorum purposes. This Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders, the Proxy, and the 1997 Annual Report to Shareholders are intended to be mailed on or about July 21, 1997 to shareholders of record at the close of business on July 2, 1997. At said record date, the Company had 4,374,387 outstanding shares of common stock. ITEM 1. ELECTION OF DIRECTORS The Board of Directors is divided into two classes. The directors in each class are to serve for a term of two years, and until their respective successors are duly elected and qualify. Two (2) directors will be elected at the Annual Meeting by plurality vote to hold office until the Company's 1999 Annual Meeting of Shareholders and until their successors shall be duly elected and shall qualify. Management intends to vote the accompanying Proxy FOR election as directors of the Company, the nominees named below, unless the Proxy contains contrary instructions. Proxies that direct the Proxy holders to withhold voting in the matter of electing directors will not be voted as set forth above. Proxies cannot be voted for a greater number of persons than the number of nominees named in the Proxy Statement. On all matters that may properly come before the 1997 Annual Meeting, each share has one vote. Management has no reason to believe that any of the nominees will not be a candidate or will be unable to serve. However, in the event that any of the nominees should become unable or unwilling to serve as a director, the Proxy will be voted for the election of such person or persons as shall be designated by the directors. 4 NOMINEES FOR DIRECTORS - ---------------------- The following two persons, each of whom is currently serving as a director, are nominated for election as directors of the Company to hold office until the Company's 1999 Annual Meeting of Shareholders. Dr. Harvey L. Berger, 58, has been a Director of the Company since June 1975. He was President of the Company from November 1981 to September 1984. He has again been President of the Company since September 1985. From September 1986 to September 1988, he also served as Treasurer. He was Vice Chairman of the Company from March 1981 to September 1985. He holds a Ph. D. in Physics from Rensselaer Polytechnic Institute and is a member of the Marist College Community Advisory Board. Stephen E. Globus, 50, is Chairman and a Director of Globus Growth Group, Inc. a New York City based venture capital firm. Mr. Globus is on the Board of Directors of Tinsley Laboratories of Richmond, California. He is also a General Partner of Tsai Globus Bio Ventures, a venture capital firm specializing in Health Care Sciences. DIRECTORS CONTINUING AS DIRECTORS - --------------------------------- The persons named below are currently serving as directors of the Company. Their terms expire at the 1998 Annual Meeting of Shareholders. Samuel Schwartz, 77, has been a Director of the Company since August 1987 and Chairman of the Board since February, 1993. From 1959 to 1993 he was the Chairman and CEO of Krystinel Corporation, a manufacturer of ceramic magnetic components used in electronic circuitry. He received a B.Ch.E from Rensselaer Polytechnic Institute in 1941 and a M.Ch.E from New York University in 1948. J. Duncan Urquhart, 43, has been the Controller of the Company since January 1988 and Treasurer of the Company since September 1988. From 1976 to 1987, Mr. Urquhart was employed by Standex International Corporation, a multinational Fortune 600 company. In 1978 Standex acquired James Burn International, a manufacturer of specialized products and machinery for the bookbinding industry where Mr. Urquhart served as Chief Accountant, Assistant Controller and, from 1985 through 1987, as Controller. Mr. Urquhart has been a Director of the Company since September 1988. James L. Kehoe, 50, has been a Director of the Company since June 1991 and Chief Executive Officer of the Company since August 1993. Prior to that, he was President and Chief Executive Officer of Plasmaco, Inc., which he founded in 1987 and remained as President and CEO until July 1993. Plasmaco is involved in the development and manufacture of AC plasma flat panel displays. From 1965 to 1987 Mr. Kehoe was employed by IBM where he held a variety of engineering and management positions. Directors are presently paid no fee for their service as directors. The Board of Directors held three meetings in the fiscal year ended February 28, 1997. Each of the Directors attended at least 75% of the aggregate of meetings of the Board and committee meetings of which he was a member. 5 The Board of Directors has a nominating committee to research and determine candidates for nomination as directors of the Company (the "Nominating Committee"). The Nominating Committee presently consists of Messrs. Schwartz and Urquhart. The Nominating Committee held one meeting in the fiscal year ended February 28, 1997. The Nominating Committee will consider nominees recommended by shareholders; no special procedure needs to be followed in submitting such recommendation. The Company has no audit committee or compensation committee. EXECUTIVE COMPENSATION - ---------------------- The following table sets forth the aggregate remuneration paid or accrued by the Company through February 28, 1997 for the Chief Executive Officer of the Company. No other executive officer received aggregate remuneration that equaled or exceeded $100,000 for the fiscal year ended February 28, 1997. SUMMARY COMPENSATION TABLE --------------------------
Annual Compensation Long Term ------------------------------------------ Compensation Other Annual Awards, Securities Name and Principal Position Year Salary ($) Bonus ($) Comp. ($) Underlying Options (#) - ------------------------------------------------------------------------------------------------------------------------ James L. Kehoe 1997 $85,000 $ 0 $0 Chief Executive Officer 1996 $85,000 $5,625 $0 10,000(1) 1995 $85,000 $ 0 $0 60,000 (1) Under the terms of an employment agreement between the Company and Mr. Kehoe dated August 16, 1993, whereby Mr. Kehoe is entitled to receive options to purchase 10,000 shares of the Company's Common stock for each year the Company is profitable. These options were earned in fiscal 1996 and were granted by the Board of Directors at on June 3, 1996.
EMPLOYMENT ARRANGEMENTS - ----------------------- Under the terms of an Employment Agreement dated October 14, 1993, Dr. Harvey L. Berger is eligible to receive an annual salary of $77,500 and incentive compensation of up to $10,000 based upon the Company's quarterly and annual profit performance. This annual salary and incentive compensation is to be reviewed annually. During fiscal 1997 Dr. Berger received an annual salary of $85,000 and no incentive compensation. Under the terms of an Employment Agreement dated as of August 16, 1993, James L. Kehoe is eligible to receive, subject to the performance of the Company, compensation at specified annual rates for fiscal 1994, 1995 and 1996. Mr. Kehoe's employment as the CEO of the Company is at the discretion of the Company's board of directors. Under the terms of an Employment Agreement dated as of August 27, 1993, J. Duncan Urquhart is eligible to receive an annual salary of $52,700 and incentive compensation of up to $7,000 based upon the Company's quarterly and annual profit performance. This annual salary and incentive compensation is to be reviewed annually. During fiscal 1997 Mr. Urquhart received a salary of $55,000 and no incentive compensation. 6 Stock Option Plan - ----------------- On September 19, 1994 the shareholders of the Company adopted the 1993 Stock Incentive Plan (the "1993 Plan"). An aggregate of 750,000 shares of common Stock was reserved for issuance pursuant to the 1993 Plan. As of May 19, 1997 there were outstanding options to purchase an aggregate of 306,000 shares of common stock at prices ranging from $.33 to $.82 per share. Shown below is information with respect to individual grants of stock options made during the last completed fiscal year to the executive officer named in the Summary Compensation Table. OPTION GRANTS IN LAST FISCAL YEAR ---------------------------------
Individual Grants Potential realizable value at assumed annual rates of stock price appreciation for option term(1) - ------------------------------------------------------------------------------------------------------------------ Number of Percent of Exercise securities total options or Expiration Name underlying granted base price date 5% ($) 10% ($) options to employees ($/Sh) granted (#) in fiscal year James L. Kehoe 0 N/A N/A N/A N/A N/A (1) The assumed annual rates of stock price appreciation of 5% and 10% are set by Securities and Exchange Commission rules, and are not intended as a forecast of possible future appreciation in stock prices. - ------------------------------------------------------------------------------------------------------------------
Shown below is information with respect to exercises of stock options during the last completed fiscal year by the executive officer named in the Summary Compensation Table and the fiscal year-end value of unexercised options. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES ------------------------------------------------------------------------ Number of securities Value of underlying unexercised unexercised in-the-money options at options at fiscal year-end fiscal year-end (#) ($) ------------------------------------- Shares Value Exercisable/ Exercisable Name acquired on realized ($) unexercisable unexercisable James L. Kehoe 0 0 62,500 / 7,500 0/0 - -------------------------------------------------------------------------------- 7 Description of Simplified Employee Pension Plan - ----------------------------------------------- The Company maintains a Simplified Employee Pension Plan including a Salary Reduction option ("SARSEP") for employees of the Company pursuant to the Internal Revenue Code. Under the SARSEP plan an eligible employee may elect to make a salary reduction of up to 15% of his compensation as defined in the plan, with the Company making a contribution currently equal to 1% of the employee's compensation. Employee contributions for any calendar year are limited to a specific dollar amount that is indexed to reflect inflation. For 1996 the employee contribution limit is $9,500. For fiscal 1997 the Company contributed $818 for Mr. Kehoe. Board Report on Executive Compensation - -------------------------------------- The compensation of the executive officers of the Company is set by the Board of Directors upon recommendation of the Chairman, Samuel Schwartz, at levels competitive with executive officers with comparable qualifications, experience and responsibilities at other similar businesses. Such individuals receive a base salary, and incentive compensation based on the achievement of certain operating objectives. BOARD OF DIRECTORS: ------------------- Harvey L. Berger James L. Kehoe Stephen E. Globus Samuel Schwartz J. Duncan Urquhart Compensation Committee Interlocks and Insider Participation - ----------------------------------------------------------- The Board of Directors does not have a compensation committee. Accordingly the entire Board of Directors determined executive compensation during the fiscal year ended February 28, 1997. All of the Directors of the Company, including Mr. Schwartz, except Mr. Globus, were executive officers of the Company. Performance Graph - ----------------- The graph below compares five-year cumulative total return for a shareholder investing $100 in the Company on February 29, 1992, with the Standard & Poor's 500 Composite Index, a performance indicator of the overall stock market, and the Standard & Poor's index of Manufacturing Diversified Industrials, an index of the Company's peer groups, assuming reinvestment of all dividends. 8 COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG SONO-TEK CORP S&P 500 INDEX AND S&P MANUFACTURING DIVERSIFIED INDUSTRIALS INDEX S&P Manufacturing Sono-Tek S&P Diversified Industrials Measurement Period Corporation 500 Index Index - ------------------ ----------- --------- ----------------------- Measurement Pt-02/29/92 $100 $100 $100 FYE 02/28/93 $ 56 $111 $108 FYE 02/28/94 $ 26 $120 $132 FYE 02/28/95 $ 32 $129 $140 FYE 02/29/96 $ 28 $173 $202 FYE 02/28/97 $ 14 $219 $266 Beneficial Ownership of Shares - ------------------------------ The following information is furnished as of May 19, 1997 to indicate beneficial ownership of the Company's Common Stock by each director and nominee, by all directors and executive officers as a group and by each person known to the Company to be the beneficial owner of more than 5% of the Company's outstanding Common Stock. Such information has been furnished to the Company by the indicated owners. Unless otherwise indicated, the named person has sole voting and investment power. Name (and address if Amount more than 5%) of Beneficially Beneficial owner Owned Percent ---------------- ----- ------- **Harvey L. Berger 361,700(1) 8.2% **James L. Kehoe 86,300(2) 1.9% **Samuel Schwartz 307,054(3) 6.9% **J. Duncan Urquhart 20,000(4) * Stephen E. Globus None -- All Executive Officers and Directors as a Group 775,054(5) 17.0% - -------------------------------------------------------------------------------- Amount Beneficially Additional 5% owners: Owned Percent - --------------------- ----- ------- Carl Levine 317,500(6) 7.3% 54 West 74th Street New York, NY 10023 Herbert Spiegel 281,271(7) 6.3% 425 East 58th Street New York, NY 10032 9 * Less than 1% **c/o Sono-Tek Corporation, 2012 Route 9W, #3, Milton, NY 12547. (1) Includes 4,000 shares in the name of Dr. Berger's wife and includes options to purchase 40,000 shares under the 1993 Plan (2) Includes options to purchase 58,000 shares under the 1993 Plan. (3) Assumes the conversion of a convertible secured subordinated promissory note in the principal sum of $50,000 into 71,400 shares of Common Stock but does not assume the exercise of a warrant Mr. Schwartz would receive upon said conversion, which warrant would be exercisable at $1.50 per share for an additional 71,400 shares of Common Stock. The note was part of an aggregate of $530,000 of said notes sold by the Company in November 1993 in a private placement with accredited investors. The notes as amended, become due August 15, 2000. (4) Includes options to purchase 20,000 shares under the 1993 Plan. (5) Assumes the conversion of convertible subordinated promissory notes into an aggregate of 71,400 shares and includes options to purchase 118,000 shares under the 1993 Plan. (6) Includes 5,500 shares in the name of Mr. Levine's wife. (7) Assumes the conversion of a convertible secured subordinated promissory note in the principal sum of $65,000 into 92,820 shares of Common Stock as discussed in footnote 3 above. Certain Transactions - -------------------- The Company's Poughkeepsie, New York premises were leased from a partnership owned by Carl Levine, a significant shareholder, and his brothers. The original lease, which was scheduled to expire in October 1994, provided for an annual rental of $64,700, plus real estate tax escalations. In October, 1992, the payment terms of this lease were modified to provide for reduced monthly payment of $4,000 per month for the remaining 25 months of the lease in exchange for 36,000 shares of restricted Sono-Tek Common Stock. This stock was valued at $28,800 and was charged to operations during the year ended February 28, 1994. Rent expense under this lease was approximately $27,000 and $64,000 for the years ended February 28, 1994 and 1993, respectively, and $85,000 for the year ended February 29, 1992. In August of 1993, the Company terminated this lease. Upon termination of the lease, the Company agreed to a payment of $89,780 (including past due rents) $60,000 to be paid in installments, including interest, over 36 months beginning in May of 1994. The Company paid the final installment in February 1997. In the first quarter of fiscal 1998, the Company entered into an agreement with the holders of its convertible secured subordinated promissory notes, in the aggregate principal amount of $530,000. These notes had been sold by the Company in November 1993 and were to become due on August 15, 1997. The Company was in default on certain interest payments on the notes. The noteholders agreed to (1) accept shares of the Company's common stock (valued at $0.40 per share) as payment for the total amount of past due interest (plus interest on past due interest) due as of February 15, 1997; (2) waive the default as to nonpayment of interest until March 1, 1998; (3) extend the due date of the notes from August 15, 1997 until August 15, 2000; and (4) reduce the interest rate from 1/2% below prime to 1% below prime. The shares issued as payment for interest due as of February 15, 1997 included 15,988 shares to Samuel Schwartz and 20,784 shares to Herbert Spiegel. 10 ITEM 2. RATIFICATION OF APPOINTMENT OF AUDITORS The Board of Directors has appointed Deloitte & Touche LLP, Certified Public Accountants, to audit the books of account and other records of the Company for the fiscal year ending February 28, 1998. Said firm served in this capacity for the Fiscal Year ended February 28, 1997. In the event of a negative vote, the Board of Directors will reconsider its election. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting to respond to appropriate questions from shareholders and to make a statement if they desire to do so. The Board of directors of Sono-Tek Corporation voted to dismiss Anchin, Block & Anchin LLP (the "Former Accountants") as the Company's independent accountants. On October 30, 1996 the Company formally notified the former accountants of such dismissal. There were no disagreements between the Company and the former accountants during the Company's two most recent fiscal years and the subsequent interim period preceding such dismissal on any matter of accounting principals or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of the former accountants, would have caused the former accountants to make reference to the matter in their reports. Additionally, during the aforesaid periods the Company was not advised by the former accountants of any "reportable events" as defined in paragraph 304(a)(1)(v) of regulation S-K. The former accountants' opinion for the fiscal year ended February 28, 1995 was qualified with respect to the Company's ability to continue as a going concern. As required by Item 304 of Regulation 8-K, the former accountants have furnished to the Company a letter addressed to the SEC stating that they agree with the statements made by the Company herein. The Board of Directors of the Company, after dismissing the former accountants as the Company's independent accountants, voted to retain Deloitte & Touche LLP as the Company's independent accountants. The Company's Board of Directors formally notified Deloitte & Touche LLP that they had been retained on October 31, 1996. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP. ITEM 3. OTHER MATTERS The Board of Directors is not aware of any business to be presented at the Annual Meeting except the matters set forth in the Notice and described in this Proxy Statement. Unless otherwise directed, all shares represented by Board of Directors' Proxies will be voted in favor of the proposals of the Board of Directors described in this Proxy Statement. If any other matters come before the Annual Meeting, the persons named in the accompanying Proxy will vote on those matters according to their best judgment. Expenses - -------- The entire cost of preparing, assembling, printing and mailing this Proxy Statement, the enclosed Proxy and other materials, and the cost of soliciting Proxies with respect to the Annual Meeting will be borne by the Company. The Company will request banks and brokers to solicit their customers who beneficially own shares listed of record in names of nominees, and will reimburse those banks and brokers for the reasonable out-of-pocket expense of such solicitations. The original solicitation of Proxies by mail may be supplemented by telephone and facsimile by officers and other regular employees of the Company but no additional compensation will be paid to such individuals. FUTURE SHAREHOLDER PROPOSALS - ---------------------------- The Company must receive at its offices any proposal which a shareholder wishes to submit to the 1998 annual meeting of shareholders before March 13, 1998, if the proposal is to be considered by the Board of Directors for inclusion in the proxy material for that meeting. July 11, 1997 11 FORM OF PROXY CARD ------------------ FOR all nominees WITHHOLD AUTHORITY listed at right (except to vote for all as marked) nominees listed at right Nominees: 1. The election of two (2) Harvey L. Berger directors of the Company. Stephen E. Globus (INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list to the right) FOR AGAINST ABSTAIN 2. Ratify the appointment of Deloitte & Touche LLP as the Company's independent auditors. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposals 1 & 2. PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. Your signature on this proxy is your acknowledgment of receipt of the Notice of Meeting and Proxy Statement, both dated July 11, 1997. SIGNATURE(S): _____________ Date: _____ SIGNATURE(S): ____________ Date: _____ (Signature) (Signature if held jointly) NOTE: Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give title as such. If stockholder is a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. 12 SONO-TEK CORPORATION 2012 Route 9W, Bldg. 3, Milton, New York, 12547 This Proxy is solicited on behalf of the Board of Directors The undersigned shareholder(s) of Sono-Tek Corporation, a corporation under the laws of the State of New York, hereby appoints Samuel Schwartz and J. Duncan Urquhart as my (our) proxies, each with the power to appoint a substitute, and hereby authorizes them, and each of them individually, to represent and to vote, as designated on the reverse, all of the shares of Sono-Tek Corporation, which the undersigned is or may be entitled to vote at the Annual Meeting of Shareholders to be held in the Oak Room at the Ramada Inn, 1055 Union Avenue, Newburgh, New York 12550, at 9:00 A.M., New York time, on August 21, 1997, or any adjournment thereof. The Board of Directors recommends a vote FOR the following proposals on the reverse side. IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE 13 -----END PRIVACY-ENHANCED MESSAGE-----