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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. )
Filed by the Registrant [_]
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 (S) 240.14a-11(c) or (S) 240.14a-12
Astro-Med, Inc.
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(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.
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(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] 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:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
Astro-Med, Inc.
Astro-Med Industrial Park
600 East Greenwich Avenue
West Warwick, Rhode Island 02893
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 14, 2002
To the Shareholders of Astro-Med, Inc.:
Notice is hereby given that the 2002 Annual Meeting of Shareholders of
Astro-Med, Inc. (the "Company") will be held at the offices of the Company,
Astro-Med Industrial Park, 600 East Greenwich Avenue, West Warwick, Rhode
Island on Tuesday May 14, 2002, beginning at 10:00 a.m., for the purpose of
considering and acting upon the following:
(1) Electing five directors to serve until the next annual meeting of
shareholders or until their successors are elected and have qualified.
(2) Transacting such other business as may properly come before the meeting.
The close of business on March 22, 2002 has been fixed as the record date
for determining shareholders entitled to vote at the Annual Meeting or any
adjournment thereof.
By Order of the Board of Directors
/s/ Margaret D. Farrell
Margaret D. Farrell
Secretary
April 12, 2002
Kindly fill in, date and sign the enclosed proxy and promptly return it in
the enclosed addressed envelope, which requires no postage if mailed in the
United States. If you are personally present at the meeting, your proxy will
be returned to you if you desire to vote in person.
Astro-Med, Inc.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 14, 2002
Solicitation and Revocation of Proxies
The accompanying proxy is solicited by the Board of Directors of Astro-Med,
Inc. (herein called the "Company") in connection with the annual meeting of the
shareholders to be held May 14, 2002. The Company will bear the cost of such
solicitation. It is expected that the solicitation of proxies will be primarily
by mail. Proxies may also be solicited personally by regular employees of the
Company at nominal cost. The Company may reimburse brokerage houses and other
custodians, nominees and fiduciaries holding stock for others in their names,
or in those of their nominees, for their reasonable out-of-pocket expenses in
sending proxy material to their principals or beneficial owners and obtaining
their proxies. Any shareholder giving a proxy has the power to revoke it at any
time prior to its exercise, but the revocation of a proxy will not be effective
until notice thereof has been given to the Secretary of the Company. Every
properly signed proxy will be voted in accordance with the specification made
thereon. This proxy statement and the accompanying proxy are expected to be
first sent to shareholders on or about April 12, 2002.
Election of Directors
At the annual meeting, five directors are to be elected to hold office until
the next annual meeting or until their respective successors are elected and
qualified. The persons named in the accompanying proxy, who have been
designated by the Board of Directors, intend to vote, unless otherwise
instructed, for the election to the Board of Directors of the persons named
below. Certain information concerning such nominees is set forth below:
Director
Name and Age Business Experience During Past Five Years Since
------------ ------------------------------------------ --------
Albert W. Ondis (76)..... Chairman of the Company 1969
Everett V. Pizzuti (65).. President of the Company 1985
Jacques V. Hopkins (71).. Former Partner, Hinckley, Allen & Snyder LLP
(Attorneys at Law) (Retired 1997) 1969
Hermann Viets, Ph.D. (59) President, Milwaukee School of Engineering
(since 1991) 1988
Graeme MacLetchie (64)... Director, Deutsche Bank Alex Brown (Private
Client Division) --
Mr. Neil Robertson who has so ably served the Company since 1991 has decided
to retire. We thank Mr. Neil Robertson for his counsel and wisdom during his
tenure as a Director.
1
Voting at Meeting
Only shareholders of record at the close of business on March 22, 2002 will
be entitled to vote at the meeting. On the record date, there were 4,267,373
shares of common stock of the Company outstanding. There was no other
outstanding class of voting securities. Each shareholder has one vote for every
share owned.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of March 22, 2002 (except as noted) the
record and beneficial ownership of the Company's outstanding shares of common
stock by each person who is known to the Company to own of record or
beneficially more than 5 percent of such stock, by each director of the
Company, by each executive officer named in the Summary Compensation Table and
by all directors and executive officers of the Company as a group:
Number of Shares
Beneficially Percent
Name of Beneficial Owner Owned of Class
------------------------ ---------------- --------
Albert W. Ondis.................................................... 1,387,215(1) 31.0%
600 East Greenwich Avenue
West Warwick, Rhode Island
Everett V. Pizzuti................................................. 552,407(2) 11.9%
600 East Greenwich Avenue
West Warwick, Rhode Island
Dimensional Fund Advisors, Inc..................................... 346,850(3) 8.1%
1299 Ocean Avenue
Santa Monica, California
Jacqueline B. Ondis................................................ 310,000 7.3%
40 Oak Grove Street
Warwick, Rhode Island
Hermann Viets...................................................... 132,212(4) 3.1%
Joseph P. O'Connell................................................ 93,593(5) 2.1%
Terence J. Jones................................................... 68,000(6) 1.6%
Jacques V. Hopkins................................................. 65,714(7) 1.5%
John B. Chatten.................................................... 47,271(8) 1.1%
Neil K. Robertson.................................................. 24,000(9) 1.0%
Graeme MacLetchie.................................................. 55,000 1.3%
All directors and executive officers of the Company as a group (13) 2,535,002(10) 48.5%
--------
(1) Includes 142,478 shares held in trust for children, 212,000 shares deemed
to be beneficially owned because of exercisable options to acquire shares
and 2,850 shares allocated to his account under the Company's Employee
Stock Ownership Plan.
(2) Includes 376,750 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 2,903 shares allocated to his
account under the Company's Employee Stock Ownership Plan.
2
(3) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940, is
deemed to have beneficial ownership of the number of shares shown as of
December 31, 2001, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment company,
or in a series of the DFA Investment Trust Company, Delaware business
trust, or the DFA Group Trust and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans. Dimensional serves as
investment advisor or manager to all of such entities. Dimensional
disclaims beneficial ownership of all such shares.
(4) Includes 112 shares held by Dr. Viets as custodian for a child and 6,000
shares deemed to be beneficially owned because of exercisable options to
acquire shares.
(5) Includes 92,500 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 815 shares allocated to his
account under the Company's Employee Stock Ownership Plan.
(6) Includes 68,000 shares deemed to be beneficially owned because of
exercisable options to acquire shares.
(7) Includes 51,214 shares held as a trustee of a trust for the benefit of the
children of Mr. Ondis, and 6,000 shares deemed to be beneficially owned
because of exercisable options to acquire shares.
(8) Includes 46,998 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 273 shares allocated to his
account under the Company's Employee Stock Ownership Plan.
(9) Includes 18,000 shares held by Mr. Robertson as trustee of a trust for his
benefit and 6,000 shares deemed to be beneficially owned because of
exercisable options to acquire shares.
(10) Includes 961,998 shares deemed to be beneficially owned because of
exercisable options to acquire shares and 11,963 shares allocated to the
accounts of officers under the Company's Employee Stock Ownership Plan.
Other Information Relating to Directors
During the fiscal year ended January 31, 2002, the Board of Directors held
three formal meetings and six meetings by telephone conference. The Board has
an Audit Committee consisting of Mr. Robertson (Chairman), Dr. Viets and Mr.
Hopkins, whose primary duties and responsibilities include recommending an
accounting firm to be engaged as the Company's independent accountants and
meeting with the Company's independent accountants to review the annual audit
scope, the audit of financial statements, the adequacy of internal controls and
other relevant matters. The Audit Committee held one formal committee meeting
and one meeting by telephone conference during the fiscal year ended January
31, 2002. The Board has a Compensation Committee comprised of Dr. Viets
(Chairman), Mr. Robertson and Mr. Hopkins, which reviews and approves
recommendations on executive compensation and administers the Company's stock
option plans. The Compensation Committee held two formal meetings during the
fiscal year ended January 31, 2002. Messrs. Robertson, Hopkins and Viets have
been paid an annual retainer fee of $3,500 plus $500 for each Board meeting
attended.
Those directors who are not also officers and employees of the Company
receive options to purchase common stock under the Company's Non-Employee
Director Stock Option Plan (the "Director Plan") as compensation for their
services to the Company. Under the Director Plan, each non-employee director
received an initial non-qualified option to purchase 1,000 shares of common
stock on May 21, 1996, the date the Company's shareholders approved the
Director Plan. Non-employee directors who are elected after May 21, 1996 will
receive an initial non-qualified option to purchase 1,000 shares of common
stock on the date of the director's initial election to the Board of Directors.
Beginning in 1997, each non-employee director (other than a director first
elected after June 30 of the prior year) receives an annual non-qualified
option to purchase 1,000 shares of common stock as of the first business day of
January of each year. All options have an exercise price
3
equal to the market price of the common stock on the day of the grant and are
exercisable for a term of ten years. Options vest six months after the grant
date, unless automatically accelerated in the event of death, disability, or a
change of control. A total of 30,000 shares have been reserved for issuance
under the Director Plan. Messrs. Hopkins, Robertson and Viets each received
options to acquire 1,000 shares at $3.75 per share on January 2, 2002. Options
for an aggregate of 21,000 shares, with an exercise price ranging from $3.75 to
$9.25 per share were outstanding at January 31, 2002.
Directors who are also officers and employees of the Company are not
entitled to receive any compensation in addition to their compensation for
services as officers or employees.
The law firm of Hinckley Allen & Snyder LLP, of which Mr. Hopkins is a
retired partner, provides legal services to the Company.
Other than as described under "Indebtedness of Management", no officer,
director or nominee for director of the Company or any associate of any of the
foregoing had during the fiscal year ended January 31, 2002 any material
interest, direct or indirect, in any material transaction or any material
proposed transaction to which the Company was or is to be a party.
Report On Executive Compensation
The Board of Directors has delegated to the Compensation Committee the
authority to fix compensation (including stock options) for the Company's key
employees. The Compensation Committee is comprised of the Company's three
non-employee directors, Dr. Viets (Chairman), Mr. Robertson and Mr. Hopkins.
Mr. Ondis meets with the Compensation Committee to review the compensation
program and make recommendations for senior executive officers. Compensation
consists of three principal elements (salary, bonus and stock options).
Executive Compensation Philosophy. Compensation of the Company's executive
officers should link management initiatives with the actual financial
performance of the Company. Similarly, the compensation should attract, retain
and motivate highly qualified individuals to achieve the Company's business
goals and link their interests with shareholder interests.
Salary. Base salaries for executive officers were established a number of
years ago after reviewing compensation for competitive positions at
manufacturing companies of comparable size and profitability operating in a
similar industry. Base salaries have since been increased at annual rates which
approximate the general rates of increase of compensation for all employees of
the Company and for generally publicized competitive positions elsewhere in
industry.
4
Bonus. The Company maintains a bonus pool for the purpose of providing
incentives in the form of a quarterly cash bonus to employees of the Company.
Awards are intended to reflect Company profitability, achievement of overall
Company objectives and individual performances, considered both in terms of
effort and results. The size of the bonus pool and of individual awards may
vary, up or down, from year to year. Bonuses paid or accrued during fiscal
years 2000 and 2001 amounted to $369,488 ($158,000 to executives) and $225,000
($28,500 to executives), respectively. No bonus payments were made in fiscal
year 2002.
Stock Options. Total executive compensation includes long-term incentives
afforded by stock options. Stock option grants are made by the Compensation
Committee upon consideration of recommendations made by senior management. The
objectives of option grants are to align the long-term interests of executives
and key employees with shareholder interest, by creating a strong and direct
link between compensation and total shareholder return. In this connection,
grants are intended to enable recipients to develop and maintain significant
long-term stock ownership in the Company. Stock options are the principal
vehicle for the payment of long-term compensation. Grants of stock options
reflect subjective consideration of such matters as other compensation and the
employee's position in the Company and contributions to the Company.
Compensation of Chief Executive Officer. Mr. Ondis is eligible to
participate in the same executive compensation plans available to other senior
executives. Effective in August 2001, his base salary was increased from
$247,200 to $255,000, representing a 3% increase, deemed consistent with salary
increases among executives in comparable positions in similar industries.
Effective in November 2001, his base salary was decreased from $255,000 to
$229,500, a 10% decrease, as part of a general cost reduction program.
Non-qualified option grants for 62,000 common shares at an exercise price of
$4.31 were made to Mr. Ondis during fiscal year 2002.
Deductibility of Compensation. Section 162(m) of the Internal Revenue Code
limits the deductibility of compensation paid to a public company's five
highest paid executive officers to the extent any such officer's annual
compensation exceeds $1,000,000, subject to certain exceptions. The Board of
Directors has deferred adopting a policy on this issue as it does not expect
the compensation of these individuals to reach relevant levels in the near
future.
Conclusion. Through the program described above, the Compensation Committee
firmly believes a direct link has been established between the Company's
financial performance, executive compensation and resultant stock price
performance.
Compensation Committee
Hermann Viets, Ph.D. (Chairman)
Neil K. Robertson
Jacques V. Hopkins
5
Executive Compensation
The following table sets forth the total annual compensation paid or
accrued, together with other information for the fiscal years ended January 31,
2002, 2001 and 2000, for the Chief Executive Officer and each of the four most
highly compensated executive officers of the Company whose total annual salary
and bonus for the fiscal year ended January 31, 2002 exceeded $100,000.
Summary Compensation Table
Annual Compensation
-------------------------------
Securities
Underlying
Options All Other
Name and Principal Position Year Salary($) Bonus($) Other ($)(a) Granted(#) Compensation($)(b)
--------------------------- ---- --------- -------- ------------ ---------- ------------------
Albert W. Ondis............... 2002 253,837 -- 42,360 62,000 878
Chairman, Chief 2001 243,324 -- 48,970 75,000 4,561
Executive Officer 2000 240,220 40,000 37,524 25,000 4,693
Everett V. Pizzuti............ 2002 231,469 -- 31,820 62,000 2,605
President, Chief 2001 221,908 -- 38,152 75,000 4,739
Operating Officer 2000 203,737 40,000 44,561 25,000 4,824
Terence J. Jones(c)........... 2002 231,079 -- 15,575 10,000 --
Senior Vice President 2001 100,001 -- 4,200 150,000 --
2000 -- -- -- -- --
Joseph P. O'Connell........... 2002 173,304 -- 15,289 50,000 2,513
Vice President and Treasurer, 2001 158,817 -- 6,812 50,000 4,289
Chief Financial Officer 2000 145,947 40,000 3,872 20,000 4,841
John B. Chatten (d)........... 2002 173,510 -- -- 5,000 --
President, Grass-Telefactor 2001 150,000 -- -- 15,000 2,056
Product Group 2000 21,635 -- -- 35,000 --
--------
(a) Represents imputed interest on indebtedness of management in the amount of
$16,018 for Mr. Ondis and $6,555 for Mr. Pizzuti and reimbursement for
taxes attributable to use of Company provided vehicles and cash
compensation in lieu of Company provided vehicles.
(b) Amounts consist of the Company's annual matching contributions to the
Astro-Med, Inc. Retirement Savings Plan.
(c) Mr. Jones joined the Company in July 2000.
(d) Mr. Chatten joined the Company in December 1999.
6
Indebtedness of Management
The following information describes loans to directors and executive
officers of the Company whose indebtedness to the Company exceeded $60,000 at
any time during the fiscal year ended January 31, 2002.
Largest
Amount of Amount of
Indebtedness Indebtedness
Outstanding at Outstanding
Name Any Time at Year End
---- -------------- ------------
Albert W. Ondis, Chairman and Director.... $321,640 $321,640
Everett V. Pizzuti, President and Director 131,624 131,624
The indebtedness is comprised of unsecured non-interest bearing demand notes
for loans made from time to time to the persons named.
Profit-Sharing Plan
The Company has a qualified Profit-Sharing Plan which provides retirement
benefits to substantially all employees of the Company and provides for
contributions into a trust fund in such amounts as the Board of Directors may
annually determine. Each eligible employee shares in contributions on the basis
of relative (limited to $170,000) compensation.
In addition, participants are permitted to defer up to 15% of their cash
compensation and make contributions of such deferral to this Plan through
payroll deductions. The Company makes matching contributions equal to 50% of
the first percent of compensation contributed and 25% of the second, third,
fourth and fifth percent. The deferrals are made within the limits prescribed
by Section 401(k) of the Internal Revenue Code.
The Plan provides for the vesting of 100% of contributions made by the
Company to the account of an employee after three years of service.
Contributions by an employee are 100% vested immediately. The Company's
contributions paid or accrued for the fiscal year ended January 31, 2002
totaled $155,000.
Employee Stock Ownership Plan
The Company has an Employee Stock Ownership Plan which provides retirement
benefits to substantially all employees of the Company. Contributions in such
amounts as the Board of Directors may annually determine are allocated among
eligible employees on the basis of relative (limited to $100,000) compensation.
Participants are 100% vested in any and all allocations to their accounts.
Contributions, which may be in cash or stock, are invested by the Plan's
Trustees in shares of common stock of the Company. No contributions were paid
or accrued for the fiscal year ended January 31, 2002.
7
Stock Option Plans
The Company has a Non-Qualified Stock Option Plan adopted in the fiscal year
ended January 31, 1999 and amended in the fiscal year ended January 31, 2002
under which options for an aggregate of 1,000,000 shares of common stock may be
granted to officers and key employees as well as consultants or other persons
who render services to the Company at an exercise price of not less than 50% of
the market price on the date of grant. Options granted under this plan for an
aggregate of 124,000 shares, with an exercise price of $4.31 were granted
during the fiscal year ended January 31, 2002. Options granted under this plan
for an aggregate of 400,000 shares with exercise prices ranging from $4.31 to
$7.50 per share were outstanding at January 31, 2002. Options were granted
subsequent to January 31, 2002 for an aggregate of 172,500 shares with an
exercise price of $3.70 per share. A total of 427,500 shares remain available
for option grants under this plan.
The Company also has an Incentive Stock Option Plan adopted in the fiscal
year ended January 31, 1994 under which options for an aggregate of 250,000
shares of common stock may be granted to officers and key employees at an
exercise price of not less than 100% of the market price on the date of grant.
Options granted under this plan for an aggregate of 41,000 shares with an
exercise price of $4.31 were granted during the fiscal year ended January 31,
2002. Options granted under this plan for an aggregate of 238,500 shares with
exercise prices ranging from $4.31 to $10.25 per share were outstanding at
January 31, 2002. Options were granted subsequent to January 31, 2002 for an
aggregate of 11,500 shares with an exercise price of $3.70 per share. No shares
remain available for option grants under this plan.
In addition, the Company has an Incentive Stock Option Plan adopted in the
fiscal year ended January 31, 1998 and amended in the fiscal years ended
January 31, 1999 and 2001, under which options for an aggregate of 1,250,000
shares of common stock may be granted to officers and key employees at an
exercise price of not less than 100% of the market price on the date of grant.
Options granted under this plan for an aggregate of 195,000 shares with
exercise prices ranging from $4.00 to $4.31 were granted during the fiscal year
ended January 31, 2002. Options granted under this plan for an aggregate of
679,700 shares with exercise prices ranging from $4.00 to $8.13 per share were
outstanding at January 31, 2002. Options were granted subsequent to January 31,
2002 for an aggregate of 246,000 shares with an exercise price of $3.70 per
share. A total of 314,800 shares remain available for option grants under this
plan.
8
The following tables present certain information concerning stock options
granted and exercised by each executive officer named in the Summary
Compensation Table during the fiscal year ended January 31, 2002, and the
year-end value of unexercised options held by each of those officers.
Aggregated Options Held at January 31, 2002
Securities Underlying Value of Unexercised In-The-
Unexercised Options at Money Options at Fiscal Year
Fiscal Year End(#) End($)(a)
------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Albert W. Ondis.... 212,000 -- -- --
Everett V. Pizzuti. 376,750 23,125 7,031 --
Terence J. Jones... 68,000 92,000 -- --
Joseph P. O'Connell 92,500 23,915 -- --
John B. Chatten.... 46,998 8,002 -- --
--------
(a) Amount represents excess of market value as of January 31, 2002 over
exercise price.
Option Grants -- Fiscal Year
Ended January 31, 2002
% Of Total
Options Per
Granted to Share Grant
Option Employees Exercise Date
Grants in Fiscal Price Expiration Value
Name (#) Year ($) Date ($)(e)
---- ------ ---------- -------- ---------- ------
Albert W. Ondis.... 62,000(a) 17.2% 4.31 3/19/11 67,580
Everett V. Pizzuti. 62,000(a) 17.2% 4.31 3/19/11 67,580
Terence J. Jones... 10,000(b) 2.8% 4.31 3/19/11 10,900
Joseph P. O'Connell 50,000(d) 13.9% 4.31 3/19/11 54,500
John B. Chatten.... 5,000(c) 1.4% 4.31 3/19/11 5,450
--------
(a) Options became exercisable on October 19, 2001.
(b) Options will become exercisable on July 31, 2006 and January 1, 2007.
(c) Options will become exercisable on January 1, 2003.
(d) Options will become exercisable between October 19, 2001 and January 1,
2004.
(e) Amounts represent the fair value of each option granted and were estimated
as of the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions: expected volatility of 36%;
expected life of 5 years; risk-free interest rate of 4.1% and dividend
yield of 4%.
9
Performance Graph
Set forth below is a line graph comparing the cumulative total return on the
Company's common stock against the cumulative total return of a NASDAQ market
index and a peer index for the period of five fiscal years ended January 31,
2002. The University of Chicago's Center for Research in Security Prices (CRSP)
total return index for the NASDAQ Stock Market is calculated using all
companies which trade on the NASDAQ National Market System (NMS) or on the
NASDAQ supplemental listing. It includes both domestic and foreign companies.
The index is weighted by the then current shares outstanding and assumes
dividends reinvested. The return is calculated on a monthly basis. The peer
group index, the CRSP Index for NASDAQ Electronic Components Stock designated
below as the industry index, is comprised of companies classified as electronic
equipment manufacturers. The total returns assume $100 invested on February 1,
1997 with reinvestment of dividends.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG
ASTRO-MED, INC., NASDAQ MARKET INDEX AND PEER GROUP INDEX
[CHART]
Fiscal Years Ended January 31
--------------------------------------------------
1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
ASTRO-MED, INC. 100 95.26 97.55 75.98 83.42 62.52
PEER GROUP INDEX 100 98.04 158.06 293.51 239.12 150.25
NASDAQ MARKET INDEX 100 117.38 180.30 284.47 199.06 138.68
ASSUMES $100 INVESTED ON FEBRUARY 1, 1997
ASSUMES DIVIDEND REINVESTED FISCAL YEAR ENDING JANUARY 31, 2002
Fiscal Years Ended January 31
---------------------------------------
1997 1998 1999 2000 2001 2002
---- ------ ------ ------ ------ ------
Astro-Med, Inc..... 100 95.26 97.55 75.98 83.42 62.52
Peer Group Index... 100 98.04 158.06 293.51 239.12 150.25
Nasdaq Market Index 100 117.38 180.30 284.47 199.06 138.68
10
Audit Committee Report
The Audit Committee of the Board is responsible for providing independent,
objective oversight of the Company's accounting functions and internal
controls. The Audit Committee is composed of three directors, each of whom is
independent as defined by the National Association of Securities Dealers'
listing standards. The Audit Committee operates under a written charter
approved by the Board of Directors.
Management is responsible for the Company's internal controls and financial
reporting process. The independent accountants are responsible for performing
an independent audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The Audit Committee's responsibility is to monitor and oversee these
processes.
The Audit Committee's responsibilities focus on two primary areas: (1) the
adequacy of the Company's internal controls and financial reporting process and
the reliability of the Company's financial statements; and (2) the independence
and performance of the Company's independent accountants.
The Audit Committee has met with management and the Company's independent
accountants, Arthur Andersen LLP, to review and discuss the January 31, 2002
financial statements. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee has reviewed
and discussed the consolidated financial statements with management and the
independent accountants. The Audit Committee also discussed with the Arthur
Andersen LLP the matters required by Statement on Auditing Standards No.61
(Communication with Audit Committees). The Audit Committee also received from
Arthur Andersen LLP written disclosures and the letter regarding independence
as required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committee) and has discussed with Arthur Andersen LLP
that firm's independence.
The Audit Committee received the following information concerning the fees
of Arthur Andersen LLP for the year ended January 31, 2002, and has considered
whether the provision of these services is compatible with maintaining the
independence of the independent accountants:
.. Audit Fees (including review of interim financial statements included in
Form 10-Qs)............................................................... $ 119,000
.. Financial Information Systems Design and Implementation Fees.............. $ 0
.. All Other Fees............................................................ $ 27,000
The Audit Committee has determined that the provision of non-audit services
by Arthur Andersen LLP is compatible with maintaining that firm's independence.
Based upon the review and discussions referred to above, we recommended that
the Board of Director's include the audited consolidated financial statements
in the Company's Annual Report on Form 10-K for the year ended January 31,
2002, to be filed with the Securities and Exchange Commission.
Audit Committee
Neil K. Robertson (Chairman)
Hermann Viets, Ph.D.
Jacques V. Hopkins
11
Independent Accountants
The Company selected Arthur Andersen LLP as independent accountants to audit
the financial statements of the Company for fiscal year ended January 31, 2002.
This firm has audited the Company's financial statements annually since the
fiscal year ended January 31, 1982. Although no accountants have yet been
selected to audit the financial statements of the Company for the fiscal year
ending January 31, 2003, the Audit Committee is expected to make its
recommendation to the Board by April 30, 2002. It is further expected that a
representative of Arthur Andersen LLP will be present at the annual meeting
with the opportunity to make a statement, if he or she so desires, and that
such representative will be available to respond to appropriate questions.
Financial Reports
A copy of the annual report of the Company for the fiscal year ended January
31, 2002 including the Company's annual report to the Securities and Exchange
Commission on Form 10-K, accompanies this proxy statement. Such report is not
part of this proxy statement.
Proposals For 2003 Annual Meeting
The 2003 annual meeting of the shareholders of the Company is scheduled to
be held on May 13, 2003. If a shareholder intending to present a proposal at
that meeting wishes to have such proposal included in the Company's proxy
statement and form of proxy relating to the meeting, the shareholder must
submit the proposal to the Company not later than December 15, 2002.
Other Matters
No business other than that set forth in the attached Notice of Meeting is
expected to come before the annual meeting, but should any other matters
requiring a vote of shareholders arise, including a question of adjourning the
meeting, the persons named in the accompanying proxy will vote thereon
according to their best judgment in the interests of the Company. In the event
any of the nominees for the office of director should withdraw or otherwise
become unavailable for reasons not presently known, the persons named as
proxies will vote for other persons in their place in what they consider the
best interests of the Company.
You are urged to sign and return your proxy promptly to make certain your
shares will be voted at the meeting. You may revoke your proxy at any time
before it is voted.
By Order of the Board of Directors
/s/ Margaret D. Farrell
Margaret D. Farrell
Secretary
Dated: April 12, 2002
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ASTRO-MED, INC.
Annual Meeting of Shareholders--May 14, 2002
The undersigned, whose signature appears on the reverse side of this proxy,
hereby appoints Albert W. Ondis, Everett V. Pizzuti, Jacques V. Hopkins and
Hermann Viets, or a majority of such of them as shall be present, attorneys
with power of substitution and with all the powers the undersigned would
possess if personally present, to vote the stock of the undersigned in
ASTRO-MED, INC. at the annual meeting of shareholders to be held May 14, 2002,
in West Warwick, Rhode Island, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY to
(except asmarked to the vote for all nominees
contrary below) listed below
Albert W. Ondis, Everett V. Pizzuti, Jacques V. Hopkins, Hermann Viets and
Graeme MacLetchie.
(INSTRUCTION: to withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below.)
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2. In their discretion, upon such other matters 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 THE NOMINEES SPECIFIED IN PROPOSAL 1.
PLEASE DATE, SIGN AND RETURN THIS PROXY
Dated____________, 2002
Signed__________________________________
--
(Sign exactly as your name appears hereon. When
signing as attorney, executor, administrator, trustee,
guardian or in a corporate capacity, please give full
title as such. In case of joint tenants or multiple
owners, each party must sign.)
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
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