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CVD EQUIPMENT CORPORATION
1881 Lakeland Avenue
Ronkonkoma, New York 11779
_______________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 29, 2002
_______________________________________________
I am pleased to invite you to attend the 2002 Annual Meeting of shareholders
of CVD Equipment Corporation which will be held at 10:00AM, Eastern Daylight
Savings Time, on Monday, July 29, 2002. The meeting will be held at CVD
Equipment Corporation headquarters located at 1881 Lakeland Avenue,
Ronkonkoma, NY 11779 for the following purposes:
1. To elect four (4) directors for a term of one (1) year.
2. To approve Albrecht, Viggiano, Zurek & Co. as our independent public
accountant and auditor.
3. To transact such other business as may properly come before the
meeting.
We hope that you will participate in the annual meeting either by attending
and voting in person or voting by proxy.
Only shareholders of record at the close of business on May 31, 2002 will be
entitled to vote at the meeting and at all adjournments thereof.
A copy of the Company's 2001 Annual Report, which includes audited financial
statements, was mailed with this notice and proxy statement to all
shareholders of record on the Record Date.
Please sign, date and return your proxy promptly in the envelope provided.
No postage is necessary if mailed within the United States. Giving your
proxy will not affect your right to vote in person if you attend the
meeting.
By Order of the Board of Directors
Sharon Canese
Corporate Secretary
Ronkonkoma, New York
June 3, 2002
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CVD EQUIPMENT CORPORATION
1881 Lakeland Avenue
Ronkonkoma, New York 11779
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be held July 29, 2002
Solicitation
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CVD Equipment Corporation (the
"Company") for the annual meeting of shareholders to be held at the CVD
Equipment Corporation Headquarters, 1881 Lakeland Avenue, Ronkonkoma, NY
11779 at 10:00 AM, Eastern Daylight Savings Time, and any adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders. Shares represented by properly executed proxies
will be voted at the meeting, but a proxy may be revoked at any time prior
to its exercise by written notice filed with the Secretary of the Company or
the acting secretary of the meeting or by oral notice to the presiding
officer during the meeting.
In addition to use of the mails, proxies may be solicited in person or by
telephone or telegram by directors, officers and regular employees of the
Company. All expenses of soliciting proxies will be paid by the Company.
Upon request, the Company will reimburse brokers, dealers, banks, and voting
trustees, or their nominees, for reasonable expenses incurred in forwarding
copies of the proxy material and annual report to the beneficial owners of
shares which such persons hold of record. The Company may also request
other holders of record to forward copies to the beneficial owners, and
reimburse them for reasonable forwarding expenses.
Voting Securities
Holders of Record of CVD Equipment Corporation Common Stock at the close of
business on May 31, 2002, the record date fixed by the Board of Directors,
are entitled to vote at the meeting. On May 31, 2002, the Company had
3,032,325 shares of Common Stock outstanding. Each holder of Common Stock
is entitled to one vote in person or by proxy for each such share of Common
Stock registered in his name on the above date. A number of the outstanding
shares entitling the holders thereof to a majority of the votes of all the
shares of the outstanding stock of the Company constitute a quorum.
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Voting
(a) Election of Directors - Directors shall be elected by a majority
of the votes cast at the Annual Shareholders Meeting by the
holders of shares entitled to vote in the election.
(b) Approval of Albrecht, Viggiano, Zurek & Co. as independent public
accountant and auditor, approval by a majority of the votes cast
at the Annual Shareholders Meeting by the holders of shares
entitled to vote in the election.
(c) All other matters voted upon at the Annual Shareholders Meeting
shall be authorized by a majority of the votes cast at the Annual
Shareholders Meeting by the holders of shares entitled to vote
thereon.
Principal Stockholders
The following table sets forth as of March 1, 2002 information concerning
the beneficial ownership of the voting stock of the Company by (i) each
person who is known by the Company to beneficially own more than 5% of such
securities, (ii) each director or nominee who owns any shares of the Common
Stock, (iii) all directors and officers as a group:
Amount and Percentage
Title Nature of of Class
of Name and Address of Beneficial Outstanding
Class Beneficial Owner Ownership as of 3/1/2002
-------- ----------------------- ------------- --------------
Common Leonard A. Rosenbaum 1,300,450 (1) 42.9%
Stock 1881 Lakeland Avenue
Ronkonkoma, NY 11779
Common Martin J. Teitelbaum 26,000 (2) *
Stock 329 Middle Country Road
Smithtown, NY 11787
Common Alan H. Temple, Jr. 194,000 (3) 6.4%
Stock 10 Harrison Circle
Pittsford, NY 14534
Common Mitchell Drucker 23,900 (1) *
Stock 42 Blackmore Lane
East Islip, NY 11730
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All Directors and 1,544,350 51.4%
Officers as a group
(four persons)
* Less than .1%
(1) Except as noted, all shares are beneficially owned, and the sole
voting and investment power is held by the persons named.
(2) Includes 2000 shares held by Mr. Teitelbaum's wife and beneficial
ownership thereof is disclaimed by Mr. Teitelbaum.
(3) Includes an aggregate of 21,000 shares held by Mr. Temple's wife,
as to which he disclaims beneficial interest.
Election of Directors
At the meeting, four directors are to be elected to hold office until their
successors shall be elected and qualified. Unless otherwise directed, the
shares of voting securities represented by proxies in the enclosed form will
be voted by the named proxies for the election of the nominees indicated
below.
Should any nominee be unable to accept the office of director, it is
intended that the persons named in the proxy will vote for the election of
such other person for the office of director, in the place of such nominee,
as management may recommend. Management is not aware that any nominee, if
elected, will be unwilling to serve.
The following table sets forth certain information regarding the nominees.
Name of Director Age Director Since
---------------------------- ------- -------------
Leonard A. Rosenbaum 56 1982
Alan H. Temple, Jr. 68 1986
Martin J. Teitelbaum 52 1985
Conrad Gunther 55 2000
Principal Occupation of Nominees for the Past Five Years
Leonard A. Rosenbaum founded the Company in October, 1982 and has been
President and Chief Executive Officer and a director since that date. Mr.
Rosenbaum has over thirty (30) years of expertise in the research, design,
and manufacturing of semiconductor processing equipment.
Alan H. Temple, Jr. has been President, since 1977, of Harrison Homes, Inc.
Pittsford, NY, a building and consulting firm.
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Martin J. Teitelbaum was a partner in the law firm of Guberman and
Teitelbaum, Smithtown, New York from February 1977 through December 1987.
From January 1988 to date, Mr. Teitelbaum has been principal attorney for
the Law Offices of Martin J. Teitelbaum. Mr. Teitelbaum became a director
of the Company in 1985. From September 23, 1986 to December 31, 1986 he
served as Corporate Secretary and served again as Corporate Secretary from
August 1997 to February 1998. From January 1, 1987 to August 1997 and since
February 1998 he has served as the Assistant Secretary. Mr. Teitelbaum
serves as General Counsel to the Company.
Conrad Gunther was elected to the Board of Directors at the Annual meeting
in 2000. Mr. Gunther is president of C J Gunther & Associates. He is also
the President of Electronic Vistas, Inc.(EVI). Mr. Gunther also held the
position of EVP & COO of North Fork Bancorporation. In addition, Mr. Gunther
previously held the position of EVP and Division Manager of European
American Bancorp.
See "Principal Shareholders" for information concerning beneficial ownership
of the Company's voting securities by such persons.
The Board of Directors met four times during 2000. The directors attended
all of the meetings.
For the year 2001, the Company had one audit committee of the Board of
Directors. For the year 2001, the Board of Directors appointed Leonard A.
Rosenbaum, Conrad Gunther and Alan Temple to administrate the Stock Option
Plan of 1989 and the Stock Option Plan of 2001.
Remuneration
The following table sets forth certain information as to each of the
Company's most highly compensated executive officers whose cash compensation
exceeded $100,000.
Name of Individual
Or Number Annual Stock Options
Persons in Group Year Compensation Granted
---------------------- ------ ------------------ -------------
Leonard A. Rosenbaum 2001 $ 184,057 -0-
President and Chief 2000 $ 170,434 10,000*
Executive Officer 1999 $ 163,742 -0-
*The stock options granted in 2000: vest 25% on April 1, 2001, 25% on April
1, 2002, 25% on April 1, 2003 and 25% on April 1, 2004; and have an exercise
price of $2.00, and expire 7 years from the date of grant.
The Company owns life insurance on the life of Leonard A. Rosenbaum in the
amount of $2,000,000. The Company is the sole beneficiary of said policy.
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In June 1989, the shareholders approved a non-qualified stock option plan
covering key employees, officers and directors. Options are awarded by the
Board of Directors or by a committee appointed by the Board.
Under the plan an aggregate of 700,000 shares of common stock, $.01 par
value of the Company are reserved for issuance or transfer upon the exercise
of options which are granted. Unless otherwise provided in the Option
Agreement, an option granted under the plan shall become exercisable in 25%
installments commencing one year from the anniversary date of the grant. On
June 4, 1999 an amendment to the plan was adopted by the Board of Directors,
extending the plan for a period of 5 years and the plan expires on June 30,
2004. The plan was amended to reflect I.R.S. code section 152(M) providing
that the exercise price of the option will be set at the time of the
granting the option at a price no lower than the closing price of the stock
on the day of the granting of the option. The stock options generally expire
between five and seven years after the date of grant. The stock option plan
shall terminate on June 30, 2004.
In 1996 a total of 84,000 options were granted which did not vest until 1999
at which time they vested 100%. In 1998, 140,000 options were granted to
employees other than executive officers or directors. The options vest at
25% per year starting in 1999. In 1999 a total of 52,500 options were
granted to employees other than executive officers or directors. The options
vest at varying rates starting in 2000. In 2000 a total of 325,500 options
were granted to employees, executive officers and directors. These options
vest at varying rates. To date 82,250 options have been exercised under this
plan. No options were granted in 2001.
In July 2001, the shareholders approved a non-qualified stock option plan
covering key employees, officers, directors and other key external players.
Options are awarded by the Board of Directors or by a committee appointed by
the Board.
Under the plan an aggregate of 300,000 shares of common stock, $.01 par
value of the Company are reserved for issuance or transfer upon the exercise
of options which are granted. Unless otherwise provided in the Option
Agreement, an option granted under the plan shall become exercisable in 25%
installments commencing one year from the anniversary date of the grant. No
options were granted in 2001.
Other than the non-qualified 1989 Stock Option Plan and the non-qualified
2001 Stock Option Plan, the Company has no pension or profit sharing plan or
other contingent forms of remuneration. The Company does have a 401K plan,
however the company does not contribute to the plan. The plan is funded only
by employee contributions.
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Compensation of Directors
Directors of the Company are not compensated for being on the Board of
Directors. However, during the fiscal year ending December 31, 2000, 10,000
non-qualified options were issued to Messrs. Rosenbaum, Temple, Teitelbaum,
and Gunther. These options were issued to the directors on August 1, 2000 at
a grant price of $2.00. The vesting of these options is at 25% for each of
the next four years.
Certain Relationships and Related Transactions
During 2001, the Company incurred approximately $94,000. in legal fees to
Martin J. Teitelbaum. Mr. Teitelbaum, a director of the Company, is the
principal attorney for the law offices of Martin J. Teitelbaum.
Auditors
Albrecht, Viggiano, Zureck & Co. has been selected as the Company's
independent public accountants. It is expected that a representative of
Albrecht, Viggiano, Zureck & Co. will be present at the meeting.
Audit Committee
Members were Conrad Gunther (Chairman), Alan H. Temple Jr., Martin
Teitelbaum. The company's common stock is listed on the American Stock
Exchange and is governed by its listing standards. The members of the Audit
Committee meet the independence standards of the American Stock Exchange.
Information regarding the functions performed by the Committee and the
number of meetings is set forth in the "Report of the Audit Committee". The
Audit Committee is governed by a written charter approved by the Board of
Directors.
Other Matters
The Annual Report of the Company for the fiscal year ended December 31,
2001, is enclosed herewith.
Any shareholder who wishes to present any proposal for shareholder action at
the next Annual Meeting of Shareholders to be held in 2002, must submit such
proposal and it must be received by the Company's Secretary, at the
Company's offices, not later than March 3, 2003, in order to be included in
the Company's proxy statement and form of proxy for that meeting. Such
proposals should be addressed to the Corporate Secretary, CVD Equipment
Corporation, 1860 Smithtown Avenue, Ronkonkoma, New York 11779. If a
shareholder proposal is introduced at the 2003 Annual Meeting of
Shareholders without any discussion of the proposal in the Company's proxy
statement, and the shareholder does not
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notify the Company on or before May 1, 2003, as required by SEC Rule 14(a)-
4(c)(1), of the intent to raise such proposal at the Annual Meeting of
Shareholders, then the proxies received by the Company for the 2003 Annual
Meeting will be voted by the persons named in such proxies in their
discretion with respect to such proposal.
Management is not aware of any other matters which may be brought before the
meeting. If other matters not now known come before the meeting, or any
adjournments thereof, the persons named in the accompanying form of proxy or
their substitutes will vote such proxy in accordance with their best
judgement.
The Company is in the process of relocating to its new facilities at
1860 Smithtown Ave, Ronkonkoma. This facility is located approximately 4
blocks from the current offices. Should the new facilities be ready, we will
hold the meeting at the new facilities. Should this be the case,
transportation will be provided from the old facility to the new offices.
Sharon Canese
Corporate Secretary
CVD Equipment Corporation
Ronkonkoma, New York 11779
June 3, 2002
YOUR COOPERATION IN SIGNING AND RETURNING
YOUR PROXY WILL BE GREATLY APPRECIATED