SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |x|
Filed by a Party other than the Registrant |_|
Check appropriate box:
|_| Preliminary Proxy Statement
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14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant ss.240.14a-12
SONO-TEK CORPORATION
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(Name of Registrant as Specified in its Charter)
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(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 based on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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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
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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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SONO-TEK CORPORATION
2012 Route 9W
Milton, New York 12547
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
AUGUST 21, 2008
The 2008 Annual Meeting of Shareholders of Sono-Tek Corporation (the "Company")
will be held at the Inn at Buttermilk Falls, 220 North Road, Milton, New York
12547 on August 21, 2008 at 10:00 a.m., local time, for the following purposes:
1. To elect three (3) Directors of the Company to serve until the 2010
Annual Meeting of Shareholders of the Company.
2. To elect one (1) Director of the Company to serve until the 2009
Annual Meeting of Shareholders of the Company.
3. To ratify the appointment of Sherb & Co., LLP as the Company's
independent auditors for the fiscal year ending February 28, 2009.
4. 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 June 25, 2008 as the
record date for the determination of shareholders 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, Milton, New York 12547 during
ordinary business hours until the meeting.
Claudine Y. Corda, Secretary
Dated: July 17, 2008
YOUR VOTE IS IMPORTANT. EVEN IF YOU DESIRE TO ABSTAIN,
PLEASE SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE PAID ENVELOPE.
SONO-TEK CORPORATION
2012 Route 9W
Milton, New York 12547
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 21, 2008
The accompanying proxy is solicited by the Board of Directors of SONO-TEK
CORPORATION, a New York corporation (the "Company"), for use at the 2008 Annual
Meeting of Shareholders of the Company to be held on August 21, 2008.
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
Sherb & Co., LLP as the Company's auditors for the fiscal year ending February
28, 2009. 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 2008 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 2008 Annual Report to Shareholders are intended
to be mailed on or about July 17, 2008 to shareholders of record at the close of
business on June 25, 2008. At said record date, the Company had 14,361,091
outstanding shares of common stock.
ITEMS 1 and 2. ELECTION OF DIRECTORS
The Board of Directors is divided into two classes. The Directors in each class
serve for a term of two years, and until their respective successors are duly
elected and qualify. Three (3) Directors will be elected at the Annual Meeting
by plurality vote to hold office until the Company's 2010 Annual Meeting of
Shareholders and until their successors shall be duly elected and shall qualify.
One (1) Director will be elected at the Annual Meeting by plurality vote to hold
office for only year until the Company's 2009 Annual Meeting of Shareholders
because he was serving a one year term to fill a Director's vacancy.
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
2008 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.
NOMINEES FOR DIRECTORS
Nominee for election to term expiring 2009
The following person is nominated for election as a Director of the Company to
hold office until the Company's 2009 Annual Meeting of Shareholders.
DR. JOSEPH RIEMER, 59, joined the Company in January 2007 as Vice President of
Engineering, became a Director in August 2007 and was appointed President in
September 2007. Dr. Riemer holds a Ph.D. in Food Science and Technology from the
Massachusetts Institute of Technology (MIT), focusing on food technology, food
chemistry, biochemical analysis, and food microbiology. His experience includes
seven years with Pfizer in its Adams Confectionary Division, where he was
Director, Global Operations Development. Dr. Riemer has also held leading
positions with several food, food ingredients, and personal care products
companies. He has served in the capacities of research and development,
operations, and general management. Prior to joining the Company, he was a
management consultant serving clients in the food, biotech and pharmaceutical
industries
Nominees for election to term expiring 2010
The following three (3) persons are nominated for election as Directors of the
Company to hold office until the Company's 2010 Annual Meeting of Shareholders.
EDWARD J. HANDLER, III, Esq., 71, is a retired partner from Kenyon & Kenyon, a
law firm that provided intellectual property advice to the Company. Mr. Handler
became a Director of the Company on October 1, 2004, coincident with his
retirement from his law firm. Mr. Handler has 40 years experience in all aspects
of intellectual property, including patents, trade secrets, trademarks and
copyrights, including litigation and other adversarial proceedings. Mr. Handler
is President and COO of Storm Bio, Inc., a private Delaware corporation active
in the area of therapeutics for acute inflammatory conditions. Mr. Handler is
past President of the West Point Society of New York and a past Trustee of the
Association of Graduates, U.S. Military Academy. He holds a J.D. degree from the
University of Virginia Law School and a B.S. in Engineering Science from the
United States Military Academy.
DR. DONALD F. MOWBRAY, 70, has been a Director since August 2003. He has been an
independent consultant since August 1997. From September 1992 to August 1997 he
was the Manager of the General Electric Company's Corporate Research and
Development Mechanical Engineering Laboratory. From 1962 to 1992 he worked for
the General Electric Company in a variety of engineering and managerial
positions. Dr. Mowbray received a B.S. in Aeronautical Engineering from the
University of Minnesota in 1960, a Master of Science in Engineering Mechanics
from the University of Minnesota in 1962 and a Ph.D. from Rensselaer Polytechnic
Institute in Engineering Mechanics in 1968.
SAMUEL SCHWARTZ, 88, has been a Director of the Company since August 1987, and
was Chairman of the Board from February 1993 to May 1999 and August 2001 to
August 2007. From 1959 to 1992, he was the Chairman and Chief Executive Officer
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 an M.Ch.E. from New York University in 1948.
DIRECTORS CONTINUING AS DIRECTORS
DR. CHRISTOPHER L. COCCIO, 67, was appointed President and Chief Executive
Officer of Sono-Tek on April 30, 2001, has been a Director of the Company since
June 1998, and was appointed Chairman in August 2007. From 1964 to 1996, he held
various engineering, sales, marketing and management positions at General
Electric Company, with P&L responsibilities for up to $100 million in sales and
500 people throughout the United States. His business experience includes both
domestic and international markets and customers. He founded a management
consulting business in 1996, and worked with the New York State Assembly's
Legislative Commission on Science and Technology from 1996 to 1998. From 1998 to
2001, he worked with Accumetrics Associates, Inc., a manufacturer of digital
wireless telemetry systems, as Vice President of Business Development and member
of the Board of Advisors. Dr. Coccio received a B.S.M.E. from Stevens Institute
of Technology, an M.S.M.E. from the University of Colorado, and a Ph.D. from
Rensselaer Polytechnic Institute in Chemical Engineering.
PHILIP STRASBURG, CPA, 69, has been a Director since August 2004. He is a
retired partner from the firm of Anchin Block and Anchin, LLP and has 40 years
of experience in auditing. He served as Audit Committee Chairman from August
2004 until February 2005, when he was elected Treasurer. In June 2005 he
resigned as Treasurer and resumed his duties as Audit Committee Chairman. He was
the lead partner on the Sono-Tek account from Fiscal 1994 to Fiscal 1996. Mr.
Strasburg is a certified public accountant in New York State. He has a Master of
Science in economics from The London School of Economics and Political Science
and a Bachelor of Science degree from Lehigh University, where he majored in
business administration. He is a member of the Board of Directors of the
Westchester Public/Private Partnership for Aging Services.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS TO
ELECT THE FOUR NOMINEES LISTED ABOVE.
-2-
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS
Independence of Directors
The Company's Board of Directors is comprised of three "independent directors",
as that term is defined under Nasdaq rules, and three directors who are not
"independent directors". The Company's "independent directors" are Samuel
Schwartz, Donald Mowbray and Edward Handler. Christopher Coccio and Joseph
Riemer are employees of the Company and are therefore not independent. Philip
Strasburg is not considered an independent director under the Nasdaq rules
because he is a former employee. However, as of July 1, 2008, Mr. Strasburg will
be deemed independent for this purpose. Mr. Strasburg was a part-time employee
from February 23, 2005 to July 1, 2005, working a total of five days.
Board Meetings and Committees; Annual Meeting Attendance
The Board of Directors held eight meetings in the fiscal year ended February 29,
2008. All Directors attended at least 75% of the Company's Board Meetings.
The Board does not have a policy regarding attendance at annual shareholders'
meetings; however, all Board members are strongly encouraged to attend such
meetings. Five Board members attended the 2007 Annual Meeting of Shareholders
held on August 16, 2007.
The Board of Directors has two standing committees: Compensation Committee and
Audit Committee. The Board of Directors does not have a Nominating Committee.
Certain information regarding the members and duties of the various management
committees is detailed below.
COMPENSATION COMMITTEE
The Company's Board of Directors has a Compensation Committee composed of
Messrs. Strasburg, Mowbray and Handler (Chairman). The compensation of the
executive officers of the Company is set by the Company's Board of Directors
based upon the recommendations of the Compensation Committee. Compensation is
set at levels believed to be competitive with executive officers with similar
qualifications, experience and responsibilities of similar businesses. Such
individuals receive a base salary and incentive compensation based on the
achievement of certain operating objectives. The Compensation Committee serves
an advisory function only and has no independent authority. The Compensation
Committee met once during Fiscal Year 2008. The Compensation Committee does not
have a charter.
AUDIT COMMITTEE
The Company's Board of Directors has an Audit Committee composed of Messrs.
Handler and Mowbray as "independent directors" of the Company, and Philip
Strasburg as the Chairman. Philip Strasburg is not considered an "independent
director". The Board of Directors has adopted a charter for the Audit Committee.
The Audit Committee charter is available on the Company's website at
http://www.sono-tek.com/corporate/page/116/88. The Audit Committee is
responsible for (i) selecting an independent public accountant for ratification
by the stockholders, (ii) reviewing material accounting items affecting the
consolidated financial statements of the Company, and (iii) reporting its
findings to the Board of Directors. The Audit Committee met four times during
the fiscal year ended February 29, 2008.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee's job is one of oversight as set forth in its charter. It is
not the duty of the Audit committee to prepare the Company's financial
statements, to plan or conduct audits, or to determine that the Company's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. The Company's management is
responsible for preparing the Company's financial statements and for maintaining
internal control and disclosure controls and procedures. The independent
auditors are responsible for auditing the financial statements and for
expressing an opinion as to whether those audited financial statements fairly
present the financial position, results of operations, and cash flows of the
Company in conformity with generally accepted accounting principles.
The Audit Committee has reviewed and discussed the Company's audited
consolidated financial statements with management and with Sherb & Co., LLP, the
Company's independent auditors for 2008.
The Audit Committee has discussed with Sherb & Co., LLP the matters required to
be discussed by Statement on Auditing Standards No. 61.
-3-
The Audit Committee has received from Sherb & Co., LLP the written statements
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and has discussed Sherb & Co., LLP's
independence with Sherb & Co., LLC, and has considered the compatibility of
non-audit services with the auditor's independence.
Based upon the review and discussions referred to above, the Audit Committee has
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-KSB for the
year ended February 29, 2008 for filing with the Securities and Exchange
Commission. The Audit Committee and the Board of Directors have also
recommended, subject to stockholder approval, the selection of Sherb & Co., LLP
as the Company's independent auditors for the Fiscal Year ending February 28,
2009.
This report of the Audit Committee shall not be incorporated by reference into
any of the Company's future filings made under the Securities Exchange Act of
1934 or the Securities Act of 1933, and shall not be deemed to be soliciting
material or to be filed with the SEC under the Exchange Act or the Securities
Act.
THE AUDIT COMMITTEE
Philip Strasburg (Chairman)
Donald Mowbray
Edward Handler
NOMINATING COMMITTEE
The Board of Directors does not maintain a separate nominating committee because
the Board of Directors believes that it can select prospective Director nominees
by acting on the basis of a consensus of the entire Board of Directors.
Accordingly, all Directors participate in the selection of candidates for
nomination as Directors of the Company. The Board identifies and deliberates on
the merits of candidates, based upon education, and experience in the following
areas: business, scientific, legal and financial. The Board of Directors does
not have a separate charter pertaining to nominations. All current nominees for
the Board of Directors are incumbent Directors and were nominated by the entire
Board for inclusion on the Company's proxy card. The Board of Directors will
consider nominees recommended by shareholders. No special procedure needs to be
followed in submitting such recommendation.
Shareholder Communications with the Company's Board of Directors
Mail can be addressed to Directors c/o Corporate Secretary, Sono-Tek
Corporation, 2012 Route 9W, Milton, NY 12547. At the direction of the Board, all
mail received may be opened and screened for security purposes. All mail, other
than trivial, obscene, unduly hostile, threatening, illegal or similarly
unsuitable items will be forwarded. Trivial items will be delivered to the
Directors at the next scheduled Board meeting. Mail addressed to a particular
Director will be forwarded or delivered to that Director. Mail addressed to
"Board of Directors" "Outside Directors" or "Non-Management Directors" will be
forwarded or delivered to the Chairman of the Board.
Director Compensation
Each non-employee director receives $500 for each meeting attended. Committee
Chairmen and committee members receive $100 for each committee meeting attended.
Directors who are employees of the Company receive no additional compensation
for serving as directors. For the year ended February 29, 2008, director
compensation is as follows:
2008 Director Compensation
--------------------------
Fees Non-Equity Nonqualified
Earned or Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Cash Awards Awards Compensation Earnings Compensation
Name ($) ($) ($) ($) ($) ($) Total ($)
----------------------------------------------------------------------------------------------------
Edward J. Handler 3,000 -- -- -- -- -- 3,000
Donald F. Mowbray 3,000 -- -- -- -- -- 3,000
Samuel Schwartz 2,500 -- -- -- -- -- 2,500
Philip Strasburg 3,000 -- -- -- -- -- 3,000
-4-
The number of vested and unvested stock options held by non-employee directors
as of February 29, 2008 is as follows:
Number of
Number of Unvested
Name Vested Options Options
------------------------------------------------------------------------------
Edward J. Handler 20,000 --
Donald F. Mowbray 30,000 --
Samuel Schwartz 60,000 --
Philip Strasburg 30,000 --
OTHER EXECUTIVE OFFICERS
In addition to Drs. Christopher L. Coccio and Joseph Riemer, the following
persons are executive officers of the Company.
STEPHEN J. BAGLEY, CPA, 45, has been Chief Financial Officer of the Company
since June 2005. Prior to joining the Company, from September 2003 to May 2005,
Mr. Bagley was Controller of A. Colarusso & Son, Inc., a highway and bridge
contractor. From April 2003 to September 2003, Mr. Bagley was Vice President of
Finance of Leschaco, Inc., an international freight forwarder. From April 1997
to April 2003, Mr. Bagley was Chief Financial Officer of Cloverleaf
Transportation, a short haul trucking company. Mr. Bagley earned a Bachelor of
Science degree from The State University of NY - College at Oneonta and an MBA
from Marist College.
VINCENT F. DEMAIO, 70, has been a Vice President of the Company since March
2003. He joined the Company in August 1991 as Production Manager and has served
as Field Service Manager and Director of Operations. Prior to joining the
Company Mr. DeMaio was an independent real estate developer from 1987 to 1991.
From 1956 to 1987, Mr. DeMaio was employed by IBM Corporation in various
manufacturing positions the last being Manufacturing Supervisor over 600
employees.
R. STEPHEN HARSHBARGER, 40, has been a Vice President of the Company since June
2000. He joined the Company in October 1993 as a Sales Engineer and served in
various sales management capacities from 1997 to 2000. Prior to joining the
Company, Mr. Harshbarger was the Sales and Marketing Coordinator at Plasmaco,
Inc., a developer and manufacturer of state-of-the-art flat panel displays. He
is a graduate of Bentley College, with a major in Finance and a minor in
Marketing.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate remuneration paid or accrued by the
Company for the Fiscal Years ended February 29, 2008 and February 28, 2007 for
each named officer of the Company. No other executive officer received aggregate
remuneration that equaled or exceeded $100,000 for the Fiscal Year ended
February 29, 2008.
-5-
Summary Compensation Table
--------------------------
All Other
Salary Bonus Stock Option Compensation
Name and Principal Position Year ($) ($) Awards Awards ($) Total ($)
----------------------------------------------------------------------------------------------------------
Christopher L. Coccio 2008 168,845 0 0 0 4,362 173,207
CEO, Chairman and Director 2007 159,766 47,000 0 0 3,909 210,675
Joseph Riemer, President 2008 133,862 0 0 36,500 1,820 172,182
R. Stephen Harshbarger 2008 140,469 0 0 0 2,917 143,386
Vice-President 2007 135,357 9,500 0 0 2,861 147,718
All Other Compensation represents Company contributions to the Company's 401K
plan.
STOCK OPTION PLAN
As of June 16, 2008, the Company had in effect the 1993 Stock Incentive Plan, as
amended (the "1993 Plan") and the 2003 Stock Incentive Plan (the "2003 Plan). As
of June 16, 2008 there were outstanding options to purchase an aggregate of
1,237,375 shares of common stock at prices ranging from $.25 to $2.95 per share.
1993 Stock Incentive Plan
Under the 1993 Plan, options have been granted to officers, directors,
consultants and employees of the Company and its subsidiaries to purchase the
Company's common shares. Options granted under the 1993 Plan expire on various
dates through 2013. There can be no further grants under the 1993 Plan.
2003 Stock Incentive Plan
Under the 2003 Plan, options can be granted to officers, directors, consultants
and employees of the Company and its subsidiaries to purchase up to 1,500,000 of
the Company's common shares.
Under both the 1993 and 2003 Plans, option prices must be at least 100% of the
fair market value of the common stock at time of grant. For qualified employees,
except under certain circumstances specified in both the 1993 and 2003 Plans or
unless otherwise specified at the discretion of the Board of Directors, no
option may be exercised prior to one year after date of grant, with the balance
becoming exercisable in cumulative installments over a three year period during
the term of the option.
During Fiscal Year 2008, the Company granted options for 90,000 shares
exercisable at prices from $.95 to $1.18 to officers of the Company and options
for 20,000 shares exercisable at prices from $.95 to $1.30 to employees of the
Company.
The following table sets forth information regarding option exercises during the
Fiscal Year ended February 29, 2008, as well as any unexercised options held as
of February 29, 2008 by each named executive who received in excess of $100,000
in salary and bonus.
Outstanding Equity Awards At Fiscal Year End
--------------------------------------------
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised Option
Options (#) Options (#) Exercise Option
Name Exercisable Unexercisable Price ($) Expiration Date
--------------------------------------------------------------------------------
Christopher L. Coccio 20,000 0.95 5/19/2014
475,000(1) 1.75 11/12/2014
Joseph Riemer -- 25,000(2) 1.18 04/13/2017
-- 50,000(2) .95 09/04/2017
R. Stephen Harshbarger 7,500 0.60 6/26/2008
10,000 0.95 5/19/2014
-6-
(1) 150,000 of these options were repriced at $.74 in March 2008.
(2) Dr. Riemer's unvested options became exercisable at various dates
beginning April 13, 2008.
Description of 401 (k) Plan
Effective April 1, 2000, the Company instituted the Sono-Tek Corporation 401(k)
Plan ("401(k) Plan") for employees of the Company, its subsidiaries and
affiliates pursuant to the Internal Revenue Code. Under the 401(k) Plan an
eligible employee can elect to make a salary reduction of up to 20% of his
compensation as defined in the plan.
BENEFICIAL OWNERSHIP OF SHARES
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is furnished as of June 16, 2008, to indicate
beneficial ownership of the Company's Common Stock by each Director, by each
named executive officer who has a salary and bonus in excess of $100,000, 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
--------------------------------------------------------------------------------
Directors and Officers
*Christopher L. Coccio 971,125(1) 6.54%
*Edward J. Handler 117,508(2) **
*R. Stephen Harshbarger 17,500(3) **
*Donald F. Mowbray 55,000(4) **
*Joseph Riemer 11,250(5) **
*Samuel Schwartz 1,575,147(6) 10.92%
*Philip A. Strasburg 55,000(7) **
All Executive Officers and Directors as a Group 2,915,333(8) 19.36%
Additional 5% owners
Herbert Spiegel 756,931 5.27%
425 East 58th Street
New York, NY 10022
Norwood Venture Corporation 1,084,672 7.55%
65 Norwood Avenue
Montclair, NJ 07043
*c/o Sono-Tek Corporation, 2012 Route 9W, Milton, NY 12547.
** Less than 1%
(1) Includes 3,000 shares owned jointly with Dr. Coccio's father, 2,000 shares
in the name of Dr. Coccio's wife and 495,000 options currently exercisable
issued under the Company's Stock Incentive Plans.
(2) Includes 61,579 shares owned jointly with Mr. Handler's wife, 35,929
shares in the name of Mr. Handler's wife and 20,000 options currently
exercisable issued under the Company's Stock Incentive Plans.
(3) Represents 17,500 options currently exercisable under the Company's Stock
Incentive Plans.
-7-
(4) Includes 30,000 options currently exercisable issued under the Company's
Stock Incentive Plans.
(5) Represents 11,250 options currently exercisable issued under the Company's
Stock Incentive Plans.
(6) Includes 60,000 options currently exercisable issued under the Company's
Stock Incentive Plans.
(7) Includes 30,000 options currently exercisable issued under the Company's
Stock Incentive Plans. (8) The group total includes 701,250 options
currently exercisable under the Company's Stock Incentive Plans which
includes 12,500 exercisable options held by Mr. DeMaio and 25,000
exercisable options held by Mr. Bagley. The group total also includes
75,303 shares held by Mr. Demaio.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 1, 2007, the Company entered into identical Executive Agreements
with Stephen J. Bagley, Chief Financial Officer, Christopher L. Coccio, Chief
Executive Officer and Joseph Riemer, President. In the event of a change of
control of the Company followed by a termination of the executives' employment
under certain circumstances, the Executive Agreements provide for severance
payments to each officer equal to one year of the executive's annual base and
bonus compensation paid by the Company for the previous calendar year.
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors, executive officers and persons who own more than ten percent of the
Company's common stock to file with the Securities and Exchange Commission
initial reports of beneficial ownership and reports of changes of beneficial
ownership of common stock. Such persons are also required by Securities and
Exchange Commission regulations to furnish the Company with copies of all such
reports. Based solely on a review of such filings, during the year ended
February 29, 2008, all of the Company's Directors and executive officers and
holders of more than ten percent of the Company's stock have made timely filings
of such reports except as follows: two reports by Stephen Bagley relating to two
transactions and two reports by Joseph Riemer relating to two transactions.
ITEM 3. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Sherb & Co., LLP, Certified Public
Accountants, to audit the books of account and other records of the Company for
the fiscal year ending February 28, 2009. In the event of a negative vote, the
Board of Directors will reconsider its election. The Audit Committee of the
Company's Board of Directors determined the independence of the Company's
auditors and recommended their re-appointment to the Board of Directors. Fees
paid to or accrued for the auditors were as follows:
Audit Fees Tax Fees
---------- --------
Sherb & Co., LLP Fiscal year ended February 29, 2008 $40,500 $5,500
Sherb & Co., LLP Fiscal year ended February 28, 2007 $41,000 $4,000
The Company did not pay any audit related fees or other fees to any independent
auditing firms during the past two fiscal years.
The Audit Committee's current policy is to pre-approve all audit and non-audit
services, including the preparation of tax returns, that are to be performed and
fees to be charged by the Company's independent auditor to ensure that the
provision of these services does not impair the independence of the auditor. The
Audit Committee was in compliance with the requirements of the Sarbanes-Oxley
Act of 2002 regarding the pre-approval of all audit and non-audit services and
fees. The Audit Committee (or the entire Board of Directors performing the
equivalent functions of an audit committee) pre-approved all audit and non-audit
services rendered by the Company's principal accountant in fiscal 2008 and 2007.
A representative of the auditors, Sherb & Co., LLP, is expected to be present at
our Annual Meeting, will have an opportunity to make a statement if he desires,
and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF SHERB & CO, LLP.
-8-
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 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.
A copy of Sono-Tek Corporation's Annual Report on Form 10-KSB for the fiscal
year ended February 29, 2008 (without exhibits) will be sent to any shareholder
without charge by contacting the Company at the address or phone number listed
above. You also may obtain the Company's Annual Report on Form 10-KSB over the
Internet at the Securities and Exchange Commission's website, www.sec.gov.
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 Shareholders Proposals
Proposals of shareholders intended to be presented at the next annual meeting
(expected to be held in August 2009) under SEC Rule 14a-8 must be received by
the Company for inclusion in the Company's proxy statement and form of proxy
relating to that meeting (expected to be mailed in mid-July 2009) not later than
March 16, 2009.
Notice of shareholder matters intended to be submitted at the next annual
meeting outside the processes of Rule 14a-8 will be considered untimely if not
received by the Company by June 11, 2009. The discretionary authority described
above with respect to other matters coming before the meeting will be conferred
with respect to any such untimely matters.
Signed:
/s/Claudine Y. Corda
--------------------
Claudine Y. Corda
July 17, 2008
-9-
ANNUAL MEETING OF SHAREHOLDERS OF
SONO-TEK CORPORATION
August 21, 2008
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |X|
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1. & 2. The election of three (3) Directors of the Company until the Annual
Shareholder Meeting of 2010 and the election of one (1) Director of the Company
until the Annual Shareholder Meeting of 2009.
NOMINEES:
|_| FOR ALL NOMINEES O Handler (2010 Meeting)
O Mowbray (2010 Meeting)
|_| WITHHOLD AUTHORITY O Schwartz (2010 Meeting)
FOR ALL NOMINEES O Riemer (2009 Meeting)
|_| FOR ALL EXCEPT
(See instructions below)
INSTRUCTION: To withhold authority to vote 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: [solid O]
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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. |_|
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FOR AGAINST ABSTAIN
3. Ratification of the appointment of Sherb & Co., |_| |_| |_|
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 and 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 17, 2008.
Signature of Shareholder _____________________________ Date: _________________
Signature of Shareholder _____________________________ Date: _________________
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
SONO-TEK CORPORATION
2012 Route 9W, 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 organized
under the laws of the State of New York, hereby appoints Claudine Y. Corda and
Christopher L. Coccio and 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 side hereof, 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 at The Inn at Buttermilk
Falls, 220 North Road, Milton, New York 12547, at 10:00 A.M., New York time, on
August 21, 2008, or any adjournment thereof. The Board of Directors recommends a
vote FOR the proposals on the reverse side.
IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE