|
1.
|
To
elect as directors the two persons named in the Company’s proxy statement
for the meeting,
each to hold office for a term of three years.
|
|
2.
|
To
transact such other business as may properly come before the
meeting.
|
|
Name
and Address
Of Beneficial Owner
|
Amount
Beneficially
Owned (1)
|
Percent
of Class
|
|
Mario
J. Gabelli/GGCP, Inc./GAMCO Investors, Inc.
One Corporate
Center
Rye, NY
10580-1435
|
608,100
(2)
|
18.6%
|
|
Dr.
Marvin G. Schorr
330 Beacon Street
Boston, MA 02116
|
362,278
|
11.1%
|
|
Wachovia
Corporation
Wachovia
Securities LLC (4)
One Wachovia Center
Charlotte, NC
28288-0137
|
273,729
|
8.4%
|
|
Bernard
F. Start
Dotland Grange
Hexham, NE46 2JY, United
Kingdom
|
240,477
|
7.3%
|
|
Name
and Address
Of Beneficial Owner
|
Amount
Beneficially
Owned (1)
|
Percent
of Class
|
|
Paul
D. Sonkin/Hummingbird Management LLC/Hummingbird Capital, LLC
(5)
460 Park Avenue, 12th
Floor
New York, New York
10022
|
211,925
|
6.5%
|
|
Matthew
Boyle
Tech/Ops Sevcon,
Inc.
155 Northboro Road
Southborough, MA
01772
|
58,400
(3)
|
1.8%
|
|
Paul
N. Farquhar
Tech/Ops Sevcon,
Inc.
155 Northboro Road
Southborough, MA
01772
|
17,000
|
(#)
|
|
All
current executive officers and
directors as a group (8
persons)
|
804,135
(3)
|
24.5%
|
|
(#)
|
Less
than 1%
|
|
(1)
|
Unless
otherwise indicated, each owner has sole voting and investment power with
respect to the shares listed or shares that power with his
spouse.
|
|
(2)
|
As
reported on Schedule 13D/A filed with the Securities and Exchange
Commission (“SEC”) on November 4, 2008, each of Mr. Gabelli, GGCP, Inc.
and GAMCO Investors, Inc. is the beneficial owner of the shares shown,
which are held in investment advisory accounts of various subsidiaries of
GAMCO Investors, Inc. As reported in that Schedule 13D/A, and based
on information subsequently received by the Company, GAMCO Asset
Management, Inc., a subsidiary of GAMCO Investors, Inc., has sole voting
and investment power with respect to 368,100 of such shares (11.2% of
the class), and Gabelli Funds, LLC, a subsidiary of GAMCO Investors, Inc.,
has sole voting and investment power with respect to 200,000 of such
shares (6.1% of the class). Teton Advisors, Inc., of which GAMCO
Investors, Inc. is the largest shareholder, has sole voting and investment
power with respect to 40,000 of such shares (1.2% of the
class).
|
|
(3)
|
Includes the following shares subject to
stock options exercisable within sixty days: Mr. Boyle (22,000), all
current executive officers and directors as a group
(24,500).
|
|
(4)
|
As
reported on Schedule 13G/A filed with the SEC on February 4, 2008 and
based on information subsequently received by the Company. As
reported in that Schedule 13G/A, the shares shown are held by
Wachovia Securities LLC, an investment adviser subsidiary of
Wachovia Corporation.
|
|
(5)
|
As
reported on Schedule 13D/A filed with the SEC on May 7, 2007, Mr. Sonkin
is the managing member and control person of Hummingbird Management, LLC
and of Hummingbird Capital, LLC, which are the investment manager and
general partner, respectively, of two investment funds that hold the
shares shown. Hummingbird Management, LLC and Hummingbird Capital, LLC
each disclaims beneficial ownership of such
shares.
|
|
Name
|
Term
Expires
|
Business
Experience
During
Past
Five
Years
and Other Directorships
|
Has
Been
a
Director
of
the
Company
or
its
Predecessor
Tech/Ops,
Inc.
Since
|
No.
of
Common
Shares
of
the Company
Beneficially
Owned and Percent
of Class (†)
|
|
Matthew
Boyle (3)
Age
– 46
|
2011
|
President
and Chief Executive Officer of the Company since November 1997. Vice
President and Chief Operating Officer of the Company from November 1996 to
November 1997.
|
1997
|
58,400
(1.8%)(1)
|
|
Maarten
D. Hemsley (4)(5)
Age
– 59
|
2010
|
Chief
Financial Officer (until August 2007) and a director since 1988 of
Sterling Construction Company, Inc., a NASDAQ listed Texas-based civil
construction company. Senior fund manager at North Atlantic Value LLP,
part of the J. O. Hambro Capital Management Group, London, England, since
2001. President of Bryanston Management Ltd., a specialized financial
services company, since 1993. Director of a number of UK privately-held
companies.
|
2003
|
10,500
(#)(2)
|
|
*Paul
B. Rosenberg (4)(6)
Age
– 76
|
2009
|
Former
Treasurer of the Company.
|
1988
|
92,480
(2.8%)
|
|
Name
|
Term
Expires
|
Business
Experience
During
Past
Five
Years
and Other Directorships
|
Has
Been
a
Director
of
the
Company
or
its
Predecessor
Tech/Ops,
Inc.
Since
|
No.
of
Common
Shares
of
the Company
Beneficially
Owned and Percent
of Class (†)
|
|
Dr.
Marvin G. Schorr (3)(5)(6)
Age
– 83
|
2010
|
Chairman
of the Company’s Board of Directors from January 1988 until January 2005.
Prior to that, Chairman of the Board of Directors and President of
Tech/Ops, Inc., the Company’s predecessor. Also a director emeritus of
Brooks Automation, Inc.
|
1951
|
362,278
(11.1%)
|
|
*Bernard
F. Start
Age
– 70
|
2009
|
Vice-Chairman
of the Board since November 1997. President and Chief Executive Officer of
the Company from January 1988 to November 1997.
|
1988
|
240,477
(7.3%)
|
|
David
R. A. Steadman (3)(4)(6)
Age
– 71
|
2010
|
Chairman
of the Company’s Board of Directors since January 2005. President of
Atlantic Management Associates, Inc., a management services firm, since
1988. Director of Aavid Thermal Technologies, Inc., a director of Sterling
Construction Company, Inc. and a director of several privately held
companies.
|
1997
|
15,000
(#)
|
|
Paul
O. Stump (4)(5)
Age
– 56
|
2011
|
Former
President and Chief Executive Officer of Telequip
Corporation.
|
2005
|
8,000
(#)
|
|
†
|
Unless
otherwise indicated, each person has sole voting and investment power with
respect to the shares listed or shares that power with his
spouse.
|
|
(#)
|
Less
than 1%
|
|
(1)
|
Includes 22,000 shares
subject to stock options exercisable within sixty days.
|
|
(2)
|
Includes 2,500 shares
subject to stock options exercisable within sixty days.
|
|
(3)
|
Member
of the Executive Committee.
|
|
(4)
|
Member
of the Audit Committee.
|
|
(5)
|
Member
of the Compensation Committee.
|
|
(6)
|
Member
of the Nominating and Governance Committee.
|
|
a)
|
be
able to dedicate time and resources sufficient for the diligent
performance of the duties required of a member of the Board,
|
|
b)
|
not
hold positions or interests that conflict with their responsibilities to
the Company,
|
|
c)
|
comply
with any other minimum qualifications for either individual directors or
the Board as a whole mandated by applicable laws or
regulations.
|
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards
($)(1)(2)
|
Option
Awards
($)(1)(2)
|
Total($)
|
|
Maarten
D. Hemsley
|
21,000
|
13,903
|
1,580
|
36,483
|
|
Paul
B. Rosenberg(3)
|
21,000
|
13,903
|
-
|
34.903
|
|
Marvin
G. Schorr
|
21,000
|
13,903
|
-
|
34,903
|
|
Bernard
F. Start
|
18,000
|
13,903
|
-
|
31,903
|
|
David
R.A. Steadman
|
21,000
|
13,903
|
-
|
31,903
|
|
Paul
O. Stump
|
18,000
|
13,903
|
-
|
31,903
|
|
(1)
|
Represents
the compensation expense incurred by the Company relating to restricted
stock awards and stock options held by the director during fiscal 2008,
determined in accordance with FAS 123(R) using the assumptions described
in Note (1) E to the Company’s Financial Statements included in the fiscal
2008 Form 10-K, which assumed that there would be no forfeitures of
awards.
|
|
(2)
|
As
of September 30, 2008, the non-employee directors held restricted stock
and options as follows:
|
|
Restricted
Stock
|
Outstanding
Options
|
||
|
Name
|
#
Shares
|
# Shares
|
# Shares Vested
|
|
Maarten
D. Hemsley
|
2,000
|
5,000
|
2,500
|
|
Paul
B. Rosenberg
|
2,000
|
-
|
-
|
|
Marvin
G. Schorr
|
2,000
|
-
|
-
|
|
Bernard
F. Start
|
2,000
|
-
|
-
|
|
David
R.A. Steadman
|
2,000
|
-
|
-
|
|
Paul
O. Stump
|
2,000
|
-
|
-
|
|
(3)
|
Mr.
Rosenberg is a participant in the Company’s Directors Retirement Plan,
which was terminated in 1997. The change in value of his accumulated
benefit under the Plan in 2008 was
$1,440.
|
|
Name
and Principal Position
|
Year
|
Salary
($)(1)
|
Bonus
($)(1)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(2)
|
All
Other
Compensation
($)(1)
|
Total
($)
|
||||||||||||||||||
|
Matthew
Boyle
President
& Chief Executive Officer
|
2008
|
$ | 290,172 | $ | - | $ | 33,525 | $ | 11,954 | $ | 12,434 | $ | 348,085 | ||||||||||||
|
2007
|
$ | 279,308 | $ | 71,668 | $ | 32,283 | $ | 13,232 | $ | 1,575 | $ | 398,006 | |||||||||||||
|
Paul
N Farquhar
Vice
President and Chief Financial Officer
|
2008
|
$ | 183,017 | $ | - | $ | 23,899 | $ | - | $ | 6,519 | $ | 213,435 | ||||||||||||
|
2007
|
$ | 90,578 | $ | 25,247 | $ | 10,588 | $ | - | $ | 882 | $ | 127,295 | |||||||||||||
|
Paul
A. McPartlin
Former
Vice President and Chief Financial Officer
|
2008
|
$ | 63,456 | $ | - | $ | 11,894 | $ | 2,401 | $ | 56,643 | (3) | $ | 134,394 | |||||||||||
|
2007
|
$ | 180,927 | $ | 29,938 | $ | 5,662 | $ | 2,049 | $ | 3,003 | $ | 221,579 | |||||||||||||
|
(1)
|
Messrs.
Boyle, Farquhar and McPartlin are residents of the United Kingdom and
receive their cash compensation in British Pounds. The amounts shown in
the table were determined using the exchange rates (ranging from $1.78 to
$2.05 per
Pound during FY2008) in force on the respective payment dates. The
following table sets out their cash compensation as actually paid in
British Pounds (£):
|
|
Year
|
Salary
(£)(1)
|
Bonus
(£)(1)
|
All
Other
Compensation
(£)
|
||||||||||
|
Mr.
Boyle
|
2008
|
£ | 147,450 | £ | - | £ | 6,879 | ||||||
|
2007
|
£ | 141,100 | £ | 35,183 | £ | 804 | |||||||
|
Mr.
Farquhar
|
2008
|
£ | 93,000 | £ | - | £ | 3,592 | ||||||
|
2007
|
£ | 45,000 | £ | 12,394 | £ | 434 | |||||||
|
Mr.
McPartlin
|
2008
|
£ | 31,458 | £ | - | £ | 28,608 | ||||||
|
2007
|
£ | 91,375 | £ | 14,697 | £ | 1,532 | |||||||
|
(2)
|
The
amounts shown in these columns do not reflect compensation actually
received by the executive officer. Instead, they represent the
compensation expense incurred by the Company relating to restricted stock
awards and stock options, respectively, held by the officer during fiscal
2008. These amounts are determined in accordance with FAS 123(R) using the
assumptions described in Note (1) E to the Company’s financial statements
included in the fiscal 2008 Form 10-K, except that no forfeitures of
awards have been assumed.
|
|
(3)
|
Mr.
McPartlin retired as Vice President and Chief Financial Officer of the
Company effective January 22, 2008. This amount includes accrued vacation
pay ($9,603) and a contractual long service award ($36,935) paid in
connection with his retirement.
|
|
|
Outstanding
Equity Awards at Fiscal 2008
Year-End
|
|
Option
Awards
|
Stock
Awards
|
|||||
|
Name
|
Number
of
Securities
Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares that Have Not Vested (#)
|
Market
Value of Shares that Have Not Vested ($)(†)
|
|
Matthew
Boyle
Matthew
Boyle
Matthew
Boyle
Matthew
Boyle
Matthew
Boyle
|
8,000
6,000
6,000
|
2,000
(1)
4,000
(2)
10,000
(3)
|
$10.63
$
9.60
$
4.37
|
Nov
1, 2009
Nov
6, 2011
Apr
30, 2013
|
6,000
(4)
9,000
(5)
|
$
25,800
$
38,700
|
|
Paul
N. Farquhar
|
15,000
(6)
|
$
64,500
|
||||
|
(†)
|
Based
on the closing sale price ($4.30) of the Common Stock on September 30,
2008, the last trading day of the fiscal year.
|
|
(1)
|
The
shares subject to this option vest at 1,000 shares per year, beginning on
November 1, 2008.
|
|
(2)
|
The
shares subject to this option vest at 1,000 shares per year, beginning on
November 6, 2008.
|
|
(3)
|
The
shares subject to this option vest at 2,000 shares per year, beginning on
April 30, 2009.
|
|
(4)
|
These
shares of restricted stock vest as to 3,000 shares per year on the third
business day after the Company publicly announces its financial results
for fiscal 2008 and the earlier of November 21, 2009, or the third
business day after the Company publicly announces its financial results
for fiscal 2009.
|
|
(5)
|
These
shares of restricted stock vest as to 3,000 shares per year on the third
business day after the Company publicly announces its financial results
for fiscal 2008 and 2009 and the earlier of December 5, 2010, or the third
business day after the Company publicly announces its financial results
for fiscal 2010.
|
|
(6)
|
These
shares of restricted stock vest as to 3,000 shares per year on the third
business day after the Company publicly announces its financial results
for fiscal 2008, 2009, 2010, 2011, and the earlier of December 3, 2012, or
the third business day after the Company publicly announces its financial
results for fiscal 2012.
|
|
(in
thousands)
|
||||||||
|
2008
|
2007
|
|||||||
|
Audit
fees
|
$ | 173 | $ | 165 | ||||
|
Audit-related
fees
|
6 | 6 | ||||||
|
Tax
fees
|
29 | 23 | ||||||
|
All
other fees
|
10 | 11 | ||||||
|
Total
|
$ | 218 | $ | 205 | ||||
|
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
|
|
|
1. Election
of Directors for three-year terms:
|
This
proxy will be voted FOR all nominees for Director if no contrary
instructions are given. The proxies are authorized to vote in their
discretion upon other business that may properly come before the
meeting.
|
|
o FOR ALL
NOMINEES
|
|
|
o WITHHOLD
AUTHORITY
FOR ALL
NOMINEES
|
|
|
o FOR
ALL
EXCEPT NOMINEES:
(See instructions
below) O Rosenberg
O Start
|
|
|
INSTRUCTIONS: To withhold authority
for any individual nominee(s) mark “FOR ALL EXCEPT” and fill in the circle
next to each nominee you wish to withhold, as shown here: ●
|
|
|
To change the address on your
account, please check the box at right and indicate your new address in
the address space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method. o
|
|