UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ____)
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Filed by a Party other than the Registrant [ ]
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[ ] 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 Under Rule 14a-12
RIVIERA TOOL COMPANY
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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previously. Identify the previous filing by registration statement number, or
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(RIVIERA TOOL COMPANY LOGO)
December 7, 2005
Dear Shareholders:
On behalf of the Board of Directors and Management of Riviera Tool
Company (the "Company"), I cordially invite you to attend our Annual Meeting of
Shareholders to be held on January 11, 2006, at 4:00 p.m., Eastern Standard Time
at 5460 Executive Parkway S.E., Grand Rapids, Michigan 49512.
The matters to be acted upon at the meeting are fully described in the
attached Notice of Annual Meeting of Shareholders and Proxy Statement. In
addition, our directors and executive officers will be present to respond to any
questions that you may have. Your Board of Directors recommends a vote "FOR" the
proposals listed as items 1 and 2 in the Notice and described in the enclosed
Proxy Statement.
Included with the accompanying Proxy Statement is a copy of our Annual
Report on Form 10-K for fiscal year 2005. We encourage you to read the Form
10-K. It includes information on our operations as well as our audited financial
statements.
Please complete, date, sign and mail the enclosed proxy card in the return
envelope provided promptly, regardless of whether you plan to attend the Annual
Meeting, so that your vote may be recorded. If you attend the Annual Meeting,
and I hope you will, you may vote your shares in person even if you have
previously mailed in a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Kenneth K. Rieth
-------------------------------------
Kenneth K. Rieth
Chief Executive Officer and President
(RIVIERA TOOL COMPANY LOGO)
NOTICE OF THE 2005 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 11, 2006
To the Shareholders of Riviera Tool Company:
NOTICE IS HEREBY GIVEN that the 2006 Annual Meeting of Shareholders of the
Company will be held on Wednesday, January 11, 2006 at 4:00 p.m., Eastern
Standard Time at 5460 Executive Parkway S.E., Grand Rapids, Michigan 49512. The
purpose of the meeting is to vote on the following proposals:
(1) To elect one Class II Director to serve until the 2007 Annual
Meeting of Shareholders and until his successor is duly elected
and qualified.
(2) To elect two Class III Directors to serve until the 2008 Annual
Meeting of Shareholders and until their respective successors are
duly elected and qualified.
(3) To consider such other business as may properly come before the
meeting or any adjournments thereof.
ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON NOVEMBER 18,
2005 WILL BE ENTITLED TO VOTE AT THE MEETING OR ANY ADJOURNMENTS
THEREOF.
YOUR ATTENTION IS CALLED TO THE ATTACHED PROXY STATEMENT AND ACCOMPANYING
PROXY. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL
MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON. YOU ARE
THEREFORE URGED TO SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE
YOUR OWN SHARES.
A copy of the Annual Report of the Company for the fiscal year ended August 31,
2005 accompanies this Notice.
By Order of the Board of Directors,
/s/ Peter C. Canepa
-------------------------------------
PETER C. CANEPA, Corporate Secretary
Grand Rapids, Michigan
December 7, 2005
RIVIERA TOOL COMPANY
5460 Executive Parkway SE
Grand Rapids, Michigan 49512
PROXY STATEMENT FOR THE 2005 ANNUAL MEETING OF SHAREHOLDERS
JANUARY 11, 2006
GENERAL INFORMATION
This proxy statement and proxy are being furnished to you and solicited by
the Board of Directors of Riviera Tool Company, a Michigan corporation (the
"Company"), of 5460 Executive Parkway SE, Grand Rapids, Michigan 49512
(telephone number 616-698-2100) in connection with the 2006 Annual Meeting of
Shareholders (the "Annual Meeting") on Wednesday, January 11, 2006 at 3:00 p.m.,
Eastern Standard Time, and any adjournments thereof, to be held at 5460
Executive Parkway SE, Grand Rapids, Michigan 49512. These proxy materials are
first being mailed to shareholders on or about December 9, 2005.
A Shareholder (or his authorized representative) giving the enclosed proxy
may revoke it any time before it is exercised by executing a subsequent proxy,
by written notice to the Company received before the proxy is exercised or by
voting in person at the meeting, otherwise the proxy will be voted as indicated
by the signed proxy.
The Company will bear the cost of soliciting proxies, including charges and
expenses of brokerage firms and others for forwarding solicitation material to
beneficial owners of stock. In addition to mailings, proxies may be solicited by
personal interview, telephone or telegraph by certain of the Company's employees
without compensation. The Company may reimburse brokers, dealers, banks, voting
trustees or other record holders for postage and other reasonable expenses of
forwarding proxy materials to their principals who beneficially own shares of
the Company's stock.
A copy of the Company's 2005 Annual Report is enclosed.
ABOUT THE ANNUAL MEETING
WHO IS SOLICITING MY VOTE?
The Board of Directors of Riviera Tool Company is soliciting your vote at the
2006 Annual Meeting of Shareholders.
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
You will be voting on:
(1) To elect one Class II Director to serve until the 2007 Annual
Meeting of Shareholders and until his successor is duly elected
and qualified.
(2) To elect two Class III Directors to serve until the 2008 Annual
Meeting of Shareholders and until their respective successors are
duly elected and qualified.
(3) To consider such other business as may properly come before the
meeting or any adjournments thereof.
WHAT ARE THE BOARD OF DIRECTORS' RECOMMENDATIONS?
The Board of Directors recommends a vote:
- FOR Proposals 1 and 2;
- FOR or AGAINST other matters that come before the Annual Meeting, as
the proxy holders deem advisable.
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
Our Board of Directors has fixed November 18, 2005 as the record date for the
Annual Meeting (the "Record Date"). All shareholders who owned our common shares
at the close of business on the Record Date may attend and vote at the Annual
Meeting.
HOW MANY VOTES DO I HAVE?
You will have one vote for each share of our common shares that you owned at the
close of business on the Record Date, provided those shares are either held
directly in your name as the shareholder of record or were held for you as the
beneficial owner through a broker, bank or other nominee.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND
BENEFICIAL OWNER?
Most of our shareholders hold their shares through a broker, bank or other
nominee rather than directly in their own name. As summarized below, there are
some distinctions between shares held of record and those owned beneficially.
Shareholder of Record. If your shares are registered directly in your name with
our transfer agent, Continental Stock Transfer and Trust, you are considered the
shareholder of record with respect to those shares, and these proxy materials
are being sent directly to you by us. As the shareholder of record, you have the
right to grant your voting proxy directly to us or to vote in person at the
Annual Meeting. We have enclosed a proxy card for you to use.
Beneficial Owner. If your shares are held in a stock brokerage account or by a
bank or other nominee, you are considered the beneficial owner of shares held in
"street name", and these proxy materials are being forwarded to you by your
broker, bank or nominee who is considered the shareholder of record with respect
to those shares. As the beneficial owner, you have the right to direct your
broker, bank or nominee on how to vote and are also invited to attend the Annual
Meeting. However, since you are not the shareholder of record, you may not vote
these shares in person at the Annual Meeting, unless you request, complete and
deliver a proxy from your broker, bank or nominee. Your broker, bank or nominee
has enclosed a voting instruction card for you to use in directing the broker,
bank or nominee regarding how to vote your shares.
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HOW MANY VOTES CAN BE CAST BY ALL SHAREHOLDERS?
Each share of our common shares is entitled to one vote. There is no cumulative
voting. We had 3,984,874 shares of common shares outstanding and entitled to
vote on the Record Date.
HOW MANY VOTES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?
A majority of our outstanding shares as of the Record Date must be present at
the Annual Meeting in order to hold the Annual Meeting and transact business.
This is called a "quorum". Shares are counted as present at the Annual Meeting
if you are present and vote in person at the Annual Meeting or a proxy card has
been properly submitted by you or on your behalf. Both abstentions and broker
non-votes are counted as present for the purpose of determining the presence of
a quorum.
HOW MANY VOTES ARE REQUIRED TO ELECT DIRECTORS?
Directors are elected by a plurality of the votes cast. This means that the
individuals nominated for election to the Board of Directors who receive the
most "FOR" votes (among votes properly cast in person or by proxy) will be
elected; nominees do not need to receive a majority to be elected. If you
withhold authority to vote with respect to the election of some or all of the
nominees, your shares will not be voted with respect to those nominees
indicated. Your shares will be counted for purposes of determining whether there
is a quorum, but it will have no effect on the election of those nominees.
WHAT IF I DON'T VOTE FOR SOME OF THE ITEMS LISTED ON MY PROXY CARD OR VOTING
INSTRUCTION CARD?
If you return your signed proxy card or voting instruction card in the enclosed
envelope but do not mark selections, it will be voted in accordance with the
recommendations of the Board of Directors. If you indicate a choice with respect
to any matter to be acted upon on your proxy card or voting instruction card,
the shares will be voted in accordance with your instructions.
If you are a beneficial owner and hold your shares in street name through a
broker and do not return the voting instruction card, the broker or other
nominee will determine if it has the discretionary authority to vote on the
particular matter. Under applicable rules, brokers have the discretion to vote
on routine matters, such as the uncontested election of directors and
ratification of the selection of accounting firms, but do not have discretion to
vote on non-routine matters, such as bonus plans, amendments to stock option
plans and shareholder proposals opposed by management.
If you do not provide voting instructions to your broker and the broker has
indicated on the proxy card that it does not have discretionary authority to
vote on a particular proposal, your shares will be considered "broker non-votes"
with regard to that matter. Broker non-votes will be considered as represented
for purposes of determining a quorum but will not be considered as entitled to
vote with respect to that proposal. Broker non- votes are not counted in the
tabulation of the voting results with respect to the election of directors or
for purposes of determining the number of votes cast with respect to a
particular proposal. Thus, a broker non-vote will make a quorum more readily
obtainable, but the broker non-vote will not otherwise affect the outcome of the
vote on a proposal that requires a majority of the votes cast (such as an
amendment to a stock option plan). With respect to a proposal that requires a
majority of the outstanding shares (such as an amendment to the certificate of
incorporation), however, a broker non-vote has the same effect as a vote against
the proposal.
CAN I CHANGE OR REVOKE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even if you sign the proxy card or voting instruction card in the form
accompanying this proxy statement, you retain the power to revoke your proxy or
change your vote. You can revoke your proxy or change your vote at any time
before it is exercised by giving written notice to our Secretary, specifying
such revocation. You may change your vote by timely delivery of a valid, later-
dated proxy or by voting by ballot at the Annual Meeting.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION CARD?
It generally means your shares are registered differently or are in more than
one account. Please provide voting instructions for all proxy and voting
instruction cards you receive.
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WHO CAN ATTEND THE ANNUAL MEETING?
All shareholders as of the Record Date, or their duly appointed proxies, may
attend. Each shareholder may also bring one guest to the meeting if there is
space available.
WHAT DO I NEED TO ATTEND THE ANNUAL MEETING?
In order to be admitted to the Annual Meeting, a shareholder must present proof
of ownership of our stock on the Record Date. Any holder of a proxy from a
shareholder must present the properly executed proxy card. Shareholders and
proxyholders must also present a form of photo identification such as a driver's
license.
WHO PAYS FOR THE PROXY SOLICITATION AND HOW WILL THE COMPANY SOLICIT VOTES?
We will bear the expense of printing and mailing proxy materials. In addition to
this solicitation of proxies by mail, our directors, officers and other
employees may solicit proxies by personal interview, telephone, facsimile or
email. They will not be paid any additional compensation for such solicitation.
We will request brokers and nominees who hold shares of our common shares in
their names to furnish proxy material to beneficial owners of the shares. We
will reimburse such brokers and nominees for their reasonable expenses incurred
in forwarding solicitation materials to such beneficial owners.
HOW CAN I ACCESS THE PROXY MATERIALS AND ANNUAL REPORT ELECTRONICALLY?
The proxy statement and our 2006 Annual Report on Form 10-K are available
through the Investor Relations section of our website at www.rivieratool.com.
IS A LIST OF SHAREHOLDERS AVAILABLE?
The names of shareholders of record entitled to vote at the Annual Meeting will
be available to shareholders entitled to vote at this meeting for ten days prior
to the meeting for any purpose relevant to the meeting. This list can be viewed
between the hours of 9:00 a.m. and 5:00 p.m. at our principal executive offices
5460 Executive Parkway SE, Grand Rapids, Michigan 49512. Please contact our
Secretary to make arrangements.
WHAT IF I HAVE QUESTIONS ABOUT LOST STOCK CERTIFICATES OR I NEED TO CHANGE MY
MAILING ADDRESS?
Shareholders may call us at 616-698-2100 or write to Riviera Tool Company,
Attention: Shareholder Relations Department, 5460 Executive Parkway SE, Grand
Rapids, Michigan 49512 to get more information about these matters.
HOW DO I VOTE?
Your vote is important. You may vote by telephone or by attending the Annual
Meeting and voting by ballot, all as described below.
Voting by Mail
If you choose to vote by mail, simply mark your proxy, date and sign it, and
return it in the postage-paid envelope provided. If the envelope is missing,
please mail your completed proxy card to Continental Stock Transfer and Trust
Company, 17 Battery Place, New York, NY 10004.
Voting at the Annual Meeting
The timing of your vote will not limit your right to vote at the Annual Meeting
if you attend the meeting and vote in person. However, if your shares are held
in the name of a bank, broker or other nominee, you must obtain a proxy,
executed in your favor, from the holder of record to be able to vote at the
Annual Meeting. You should allow yourself enough time prior to the Annual
Meeting to obtain this proxy from the holder of record.
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The shares represented by the proxy cards received, properly marked, dated,
signed and not revoked, will be voted at the Annual Meeting. If you sign and
return your proxy card or voting instruction card but do not give voting
instructions, the shares represented by that proxy card or voting instruction
card will be voted as recommended by the Board or Directors.
STOCK OUTSTANDING, VOTING RIGHTS AND VOTES REQUIRED
Only Common Shareholders of record at the close of business on November 18,
2005 (the "Record Date") are entitled to notice of, and to vote at, the meeting
or at adjournment or adjournments thereof, each share having one vote and there
are no cumulative voting rights for the election of directors and ratification
of independent auditors.
The Company had 3,984,874 shares of Common Shares, no Par Value ("Common
Shares"), outstanding on the Record Date. A majority of the Common Shares
entitled to vote constitutes a quorum.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Shares will constitute a quorum for the transaction
of business at the Annual Meeting. Directors are elected by a plurality of the
votes present in person or by proxy and entitled to vote. Approval of any other
matter that may properly come before the Annual Meeting requires the affirmative
vote of a majority of the shares present in person or by proxy and entitled to
vote.
Please note that if you hold shares in "street name" (that is, through a
bank, broker or other nominee) and would like to attend the Annual Meeting and
vote in person, you will need to bring an account statement or other acceptable
evidence of ownership in Common Shares as of the close of business on the Record
Date, the Record Date for voting. Alternatively, in order to vote, you may
contact the person in whose name your shares are registered and obtain a proxy
from that person and bring it to the Annual Meeting.
Under the rules of the National Association of Securities Dealers, Inc.,
member brokers generally may not vote shares held by them in street name for
customers unless they are permitted to do so under the rules of any national
securities exchange of which they are a member. Under the rules of the NASD,
those who hold shares in street name for customers has the authority to vote on
certain items if it has transmitted proxy soliciting materials to the beneficial
owner but has not received instructions form that owner. NASD rules permit
member brokers who do not receive instructions to vote on the proposals
presented in this Proxy Statement, other than the shareholder proposal. Under
NASD rules, a shareholder proposal is a "non-discretionary" item, which means
that NASD member brokers who have not received instructions from the beneficial
owners of Common Shares are necessary to approve the shareholder proposal, any
such broker non-vote will have the effect of a vote against the proposal.
Shares that reflect abstentions or "broker non-votes" (i.e., shares
represented at the Annual Meeting held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote such shares and with respect to which the broker or nominee
does not have discretionary voting power to vote such shares) will be counted
for purposes of determining whether a quorum is present for the transaction of
business at the Annual Meeting. Abstentions, therefore, will have the effect of
negative votes with respect to any matter presented at the Annual Meeting, while
"broker non-votes" will have no effect on any matter presented. If authority to
vote any matter is withheld on a proxy card, no vote will be cast with respect
to the share as represented thereby and the outcome of the election will not be
affected..
A Shareholder giving the enclosed proxy (or his authorized representative)
may revoke it any time before it is exercised by executing a subsequent proxy,
by written notice to the Company received before the proxy is exercised or by
voting in person at the meeting, otherwise the proxy will be voted as indicated
by the signed proxy.
The principal executive offices of the Company are located at 5460
Executive Parkway SE, Grand Rapids, Michigan 49512; the Company's telephone
number is 616-698-2100.
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PROPOSAL 1
ELECTION OF CLASS II DIRECTOR
(Item 1. On Proxy Card)
The Board of Directors proposes that Dr. Jay S. Baron be elected as a Class
II Director of the Company to hold office until the 2007 Annual Meeting of
Shareholders, or until his successor is duly elected and qualified. The
persons named in the accompanying proxy intend to vote all valid proxies
received by them for the election of nominee named above, unless such
proxies are marked to the contrary. The nominee receiving the greatest
number of votes cast at the Annual Meeting or its adjournment shall be
elected. In case such nominee is unable or declines to serve, which is not
anticipated, it is intended that the proxies be voted in accordance with
the best judgment of the proxy holders.
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect a nominee as a director of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE NOMINEE OF THE BOARD OF DIRECTORS OF THE COMPANY.
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PROPOSAL 2
ELECTION OF CLASS III DIRECTORS
(Item 2. On Proxy Card)
The Board of Directors proposes that Kenneth K. Rieth and James V. Gillette
be elected as Class III Directors of the Company to hold office until the
2008 Annual Meeting of Shareholders, or until a successor is duly elected
and qualified. The persons named in the accompanying proxy intend to vote
all valid proxies received by them for the election of nominees named
above, unless such proxies are marked to the contrary. The nominees
receiving the greatest number of votes cast at the Annual Meeting or its
adjournment shall be elected. In case such nominee is unable or declines to
serve, which is not anticipated, it is intended that the proxies be voted
in accordance with the best judgment of the proxy holders.
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect a nominee as a director of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE NOMINEES OF THE BOARD OF DIRECTORS OF THE COMPANY.
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DIRECTORS AND EXECUTIVE OFFICERS
All of our directors will hold office for their respective terms and until
their respective successors have been elected and qualified.
At our Annual Meeting, each of the Class II and Class III directors are to
be elected, each to hold office (subject to our By-Laws) until the next Annual
Meeting of Shareholders and until a respective successor has been elected and
qualified. If any nominee should become unavailable for any reason, which we do
not anticipate, the proxy will be voted for any substitute nominee or nominees
who may be selected by our Nominating/Corporate Governance Committee prior to or
at the Annual Meeting, or, if no substitute is selected by our Corporate
Nominating/Governance Committee prior to or at the Annual Meeting, for a motion
to reduce the membership of our Board to the number of nominees available. The
information concerning the nominees and their security holdings has been
furnished to us by them.
Our directors (none of whom has a family relationship with one another) are
as follows:
NAME AGE POSITION
---- --- --------
Kenneth K. Rieth... 47 Chief Executive Officer, President, Class III Director
J. Dann Engels..... 49 Class I Director
Jay S. Baron....... 40 Class II Director
James V. Gillette.. 50 Class III Director
Set forth below is each Director's name and the year in which he first
became a Director, and a brief account of the business experience of each
nominee and Director during the past five years.
CLASS I DIRECTOR WITH TERM EXPIRING IN 2006
J. DANN ENGELS, 2005. Mr. Engels has been a Director of the Company
since January of 2005. Mr. Engels holds Bachelor degrees in Letters and
Engineering Industrial and Operations Engineering. In addition, he holds
Masters' Degrees in both Mechanical Engineering and Industrial and Operations
Engineering. Mr. Engels is the founder and director of Global Rush, an
international automotive parts and tooling sourcing strategist, Optiprise, a
lean manufacturing consulting business, and ISC Software, a materials handling
software developer.
CLASS II DIRECTOR WITH TERM EXPIRING IN 2007
DR. JAY S. BARON, 2002. Dr. Jay S. Baron has been a Director of the
Company since October of 2002. Dr. Baron holds a Ph.D. and Master's Degree in
Industrial and Operations Engineering. Dr. Baron currently is President and
Chief Executive Officer of the Center for Automotive Research. Previously, Dr.
Baron was the Manager of Manufacturing Systems for the University of Michigan's
OSAT department.
CLASS III DIRECTORS WITH TERM EXPIRING IN 2008
KENNETH K. RIETH 1980. Mr. Rieth has been Chief Executive Officer and
President of the Company since 1980.
JAMES V. GILLETTE, 2004. Mr. Gillette has been a Director of the
Company since January of 2004. Mr. Gillette currently is Director of Supplier
Analysis of CSM Worldwide, a provider of specialized global automotive industry
advice to commercial and investment banks, private equity firms, investment
analysts and others. Previously, Mr. Gillette spent thirteen years as vice
president of automotive forecasting at IRN, Inc.
The Company has the following committees of the Board of Directors. Each
member of such committee is considered independent, as defined by the Securities
and Exchange Commission regulations and the American Stock Exchange's listing
standards. Each committee has a charter, available upon request by contacting
the Company. The following table lists the independent director and the
committees they serve:
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COMMITTEES OF THE BOARD OF DIRECTORS
INDEPENDENT CLASS OF ------------------------------------
DIRECTOR DIRECTOR AUDIT COMPENSATION GOVERNANCE
----------- -------- ----- ------------ ----------
James V. Gillette.. III X X X
Dr. Jay S. Baron... II X X X
J. Dann Engels..... I X X X
BOARD MEMBER INDEPENDENCE
The Board has determined that each of the following directors are
"independent" as independence is defined in Rule 4200(c)(15) of the NASD listing
standards: James V. Gillette, Jay S. Baron and J. Dann Engels.
Although it is not anticipated that any of the persons nominated for
election to the Board will be unable or unwilling to stand for election, a
proxy, in the event of such an occurrence, may be voted for a substitute
designated by our Board. However, in lieu of designating a substitute, our Board
may amend our By-Laws to reduce the number of directors.
COMMUNICATIONS WITH DIRECTORS
Any shareholder wishing to communicate with any of our directors regarding
the Company may write to the director, c/o the Secretary at 5460 Executive
Parkway SE, Grand Rapids, Michigan 49512. The Secretary will forward these
communications directly to the director(s) specified or, if none is specified,
to the Chairman of the Board.
DIRECTOR COMPENSATION
Directors who are not salaried employees of the Company receive annual fees
equal to $5,000. Directors receive no additional compensation for their services
on the Board. All Directors of the Company are reimbursed for travel expenses
incurred in attending meetings of the Board of Directors and its committees.
COMMITTEES OF THE BOARD AND MEETINGS
The Board held four meetings during the fiscal year ended August 31, 2005.
All directors attended the meetings of the Board during fiscal 2005. Our Board
has an Audit Committee, a Compensation Committee and a Nominating/Corporate
Governance Committee.
The Audit Committee, which presently consists of Messrs. Gillette, Baron
and Engels, held four meetings during fiscal 2005. All members of the Audit
Committee attended at least 75% of the meetings. In the event a member was
unable to participate in any given meeting, the Chief Financial Officer of the
Company briefed, in full, such absentee member as to the discussion at such
meeting. The Audit Committee reviews and satisfies itself as to the adequacy of
the structure of our financial organization and as to the proper implementation
of our financial reporting and accounting policies. Mr. Gillette serves as
chairman of the Audit Committee, and our Board has determined that Mr. Gillette
is an Audit Committee financial expert as defined in Item 401 of Regulation S-K.
We believe that each of our Audit Committee members is financially sophisticated
and able to read and understand our financial statements.
The Compensation Committee, which consists of Messrs. Gillette, Baron and
Engels, held no meetings during fiscal 2005 as no items were to be considered.
The Compensation Committee makes recommendations to the Board as to salaries,
bonuses, and other forms of compensation for officers and other key employees.
Mr. Baron serves as Chairman of the Compensation Committee.
Our Nominating/Corporate Governance Committee, which consists of Messrs.
Engels, Chairman of the Nominating/ Corporate Governance Committee, Gillette and
Baron, is responsible for identifying and evaluating nominees for director and
for recommending the nominees for election at our Annual Meeting of
Shareholders. Each of the members of the Nominating/Corporate Governance
Committee is independent as defined by Nasdaq Marketplace Rule 4200. The
Nominating/Corporate Governance Committee held no meetings during fiscal 2005 as
no items were to be considered. In evaluating the suitability of individuals for
Board membership, our Nominating/Corporate Governance Committee takes into
account many factors, including whether the individual meets requirements for
independence; the individual's general understanding of the various disciplines
relevant to the success of a publicly-traded company; the individual's
understanding of our businesses and markets; the individual's
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professional expertise and educational background; and other factors that
promote diversity of views and experience. Our Nominating/Corporate Governance
Committee evaluates each individual in the context of our Board as a whole, with
the objective of recommending a group of directors that can best perpetuate the
success of the business and represent shareholder interests through the exercise
of sound judgment, using its diversity of experience. In determining whether to
recommend a director for re-election, our Nominating/Corporate Governance
Committee considers a director's past attendance at meetings and participation
in, and contributions to, the activities of the Board. Our Nominating/Corporate
Governance Committee has not established any specific minimum qualification
standards for nominees to our Board, although from time to time our Board may
identify certain skills or attributes (e.g., financial experience and investment
advisory and sub-advisory management experience) as being particularly desirable
to help meet specific Company needs that have arisen. Our Nominating/Corporate
Governance Committee does not distinguish between nominees recommended by
shareholders and other nominees.
In identifying potential candidates for Board membership, the
Nominating/Corporate Governance Committee relies on suggestions and
recommendations from Board members, management and others. The
Nominating/Corporate Governance Committee may also retain search firms to assist
it in identifying potential candidates for director, gathering information about
the background and experience of such candidates and acting as an intermediary
with such candidates. Currently, no such firms have been retained.
Our Nominating/Corporate Governance Committee will consider timely written
suggestions from our Shareholders. Shareholders wishing to suggest a candidate
for director nomination for the 2007 Annual Meeting of Shareholders should mail
their suggestions to us at, 5460 Executive Parkway SE, Grand Rapids, Michigan
49512, Attention: Secretary. Suggestions must be received by our Secretary no
later than June 30 of each year. The manner in which director nominee candidates
suggested in accordance with this policy are evaluated will not differ from the
manner in which candidates recommended by other sources are evaluated.
Copies of the Audit Committee Charter, Compensation Committee Charter and
Nominating/Corporate Governance Committee Charter can each be found at
www.rivieratool.com.
CODE OF ETHICS
The Board has adopted a Code of Ethics that applies to all of our
employees, officers and directors. A copy of the Code of Ethics is available at
the Company's website, www.rivieratool.com.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
NAME AGE POSITION
---- --- --------
Kenneth K. Rieth... 47 Chief Executive Officer and President
Peter C. Canepa.... 47 Chief Financial Officer and Secretary
Thomas J. Winters.. 64 Vice President of Sales
Mr. Rieth's biography is set forth above.
PETER C. CANEPA. Mr. Canepa has been Chief Financial Officer, Secretary and
Treasurer of the Company since March of 1994.
10
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors who are employees of the Company receive no additional
compensation for serving on the board of directors. On an annual basis, a
non-employee director receives a fee of $5,000.
The following table provides information about the compensation of the
Company's Chief Executive Officer and two other most highly compensated
executive officers at fiscal years ended August 31, 2003, 2004, and 2005. The
additional table provides detailed information about the employees' stock
options.
SUMMARY COMPENSATION TABLE
SECURITIES
UNDERLYING
NAME AND PRINCIPAL FISCAL ANNUAL COMPENSATION OTHER ANNUAL RESTRICTED OPTIONS LTIP ALL OTHER
POSITION YEAR SALARY BONUS(1) COMPENSATION STOCK AWARD SARS PAYOUTS COMPENSATION
------------------ ------ -------- ------------ ------------ ----------- ---------- ------- ------------
EXECUTIVE OFFICERS
Kenneth K. Rieth...... 2005 $250,000 $ --
President, CEO and 2004 $250,000 $ -- $-- -- -- -- $--
Director 2003 $250,000 $31,500 -- -- -- -- --
Peter C. Canepa....... 2005 $150,000 $20,000
Secretary, Treasurer 2004 $140,000 -- $-- -- -- -- $--
and CFO 2003 $140,000 -- -- -- -- -- --
OTHER EMPLOYEE
Thomas J. Winters..... 2005 $140,000
Vice President of 2004 $140,000 $ -- $-- -- -- -- $--
Sales 2003 $140,000 -- -- -- -- -- --
(1) Does not include any value that might be attributable to job-related
personal benefits, the annual value of which has not exceeded the lesser of
10% of annual salary plus bonus or $50,000 for each executive officer.
OPTION GRANTS TABLE
No stock options were granted during fiscal year ended August 31,
2005.
OPTION EXERCISES TABLE
The following table provides information on the value of options held by
each of the executive officers of the Company at August 31, 2005 measured in
terms of the closing price of the Company's Common Shares on that day. There
were no options exercised by any officer during the year.
Number of Securities Value of Unexercised
Shares Underlying Unexercised Options In-the- Money
Acquired Value Options/SARs at August Options at August 31,
Name and Principal Position on Exercise Realized 31, 2005 Exercisable 2005
--------------------------- ----------- -------- ---------------------- ----------------------
(shares)
Kenneth K. Rieth - President,
C.E.O. & Chairman........... -- -- 100,000(1) $0
Peter C. Canepa - Secretary,
Treasurer and CFO........... -- -- 30,000(2) $0
Thomas J. Winters
Vice President of Sales........ -- -- 30,000(2) $0
11
(1) On November 2, 1998, Mr. Rieth was granted a stock option for 50,000
shares, exercisable at $6.625 per share under the 1998 Key Employee Stock
Option Plan, expiring November 2, 2008. On November 24, 2000, Mr. Rieth was
granted a stock option for 50,000 shares, exercisable at $3.75 per share
after November 24, 2000 and expires November 2, 2009.
(2) On November 2, 1998, Messrs. Winters and Canepa were granted stock options
for 10,000 shares each, exercisable at $6.625 per share under the 1996
Incentive Employee Stock Option Plan, as amended, expiring November 2,
2008. On November 24, 2000, Messrs. Winters and Canepa were granted stock
options for 20,000 shares each, exercisable at $3.75 per share after
November 24, 2000 and expire November 2, 2009.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the compensation committee during fiscal year ended 2005
were J. Dann Engels, James V. Gillette and Dr. Jay S. Baron. Neither Messrs.
Engels, Gillette nor Dr. Baron were ever an officer or employee of the Company
or any of its subsidiaries, and none of them had any relationship requiring
disclosure by the Company under Item 404 of Regulation S-K for the fiscal year
ended 2005.
Notwithstanding anything to the contrary set forth in any of our previous
or future filings under the Securities Act or the Exchange Act that might
incorporate this proxy statement or future filings with the SEC, in whole or in
part, the following reports and the Stock Performance Graph which follow, shall
not be deemed to be "soliciting material" or "filed" with the SEC and shall not
be deemed to be incorporate by reference into any such filings.
COMPENSATION COMMITTEE REPORT
The duty of the Committee is to recommend to the Board of Directors the
remuneration arrangements for Kenneth K. Rieth, President and Chief Executive
Officer of the Company, as well as grant stock options under the Company's 1996
Incentive Stock Option Plan, as amended, and the 1998 Key Employee Stock Option
Plan. The Company's Board of Directors has given Mr. Rieth the authority to set
the compensation for senior management.
COMPENSATION PROGRAMS
BASE SALARY
The Committee reviews each officer's salary annually. In determining
appropriate salary levels, consideration is given to scope of responsibility,
experience, Company and individual performance as well as pay practices of other
companies relating to executives with similar responsibility.
In addition, with respect to the base salary of Mr. Rieth, the Compensation
Committee has acknowledged the longevity of Mr. Rieth's service to the Company
and its belief that Mr. Rieth is an excellent representative of the Company
within the industry. In assessing Mr. Rieth's compensation, the committee
engaged an independent firm to perform a review of his proposed compensation.
Upon completion of such review, the Board of Directors established Mr. Rieth's
base salary on April 25, 2003. This base compensation consists of a regular
payroll payment of $250,000 per year plus an annual bonus equal to 3.5% of the
Company's income from operations before such bonus expense. Messrs. Canepa
received a base salary of $140,000 for fiscal 2005.
BONUS AWARDS
The Company's officers may be considered for annual cash bonuses, which are
awarded to recognize and reward corporate and individual performance based on
meeting specified goals and objectives. The plan in effect for fiscal 2005 for
Mr. Rieth did not provide a bonus to Mr. Rieth. In determining a bonus to Mr.
Rieth, the Committee reviews compensation levels and financial results available
to it for chief executive officers for similarly sized companies as well as
those located near the Company's headquarters. Mr. Rieth recommends to the
Committee Mr. Canepa's bonus based on his review of corporate and his individual
performances as well as the performance bonus the management team awards to
employees of the Company other than Messrs. Canepa and Rieth.
12
STOCK OPTIONS
Under the Company's 1996 Incentive Stock Option Plan, as amended, stock
options may be granted to the Company's key employees including Messrs. Rieth
and Canepa. The number of options granted is determined by the subjective
evaluation of the person's ability to influence the Company's long-term growth
and profitability. For fiscal 2005, no stock options were issued under such
plan.
Under the Company's 1998 Key Employee Stock Option Plan, stock options may
be granted to the Company's key employees and directors including Messrs. Rieth,
Baron, Engels, Gillette and Canepa. The number of options granted is determined
by the subjective evaluation of the person's ability to influence the Company's
long-term growth and profitability. For fiscal 2005, no stock options were
issued under such plan.
Stock options are granted with an exercise price equal to the market price
of the Common Shares on the date of grant. Since the value of an option bears a
direct relationship to the Company's stock price, it is an effective incentive
for employees to create value for shareholders. The Committee therefore views
stock options as an important component of its future compensation policy.
The Compensation Committee
James V. Gillette
Jay S. Baron, Secretary
J. Dann Engels
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is responsible for providing independent,
objective oversight of our accounting functions and internal controls. The Audit
Committee operates under a written charter, which has been approved by our Board
and is reviewed and reassessed annually by the Audit Committee. During the
fiscal year ended August 31, 2005, and as of the date of the adoption of this
report, the Audit Committee was comprised of three independent directors as
independence is defined in Rule 4200 ( c) (15) of the NASD listing standards
Management is responsible for our internal controls and financial reporting
process. The independent registered public accounting firm is responsible for
performing an independent audit of our consolidated financial statements in
accordance with standards of the Public Company Accounting Oversight Board
(United States) and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes.
In connection with these responsibilities, the Audit Committee met with
Management and the independent registered public accounting firm to review and
discuss the August 31, 2005 financial statements, including a discussion of the
acceptability and quality of the accounting principles, the reasonableness of
critical accounting policies and the clarity of disclosures in the financial
statements. The Audit Committee also discussed with the independent registered
public accounting firm the matters required by Statement on Auditing Standards
No. 61 (Communication with Audit Committees). The Audit Committee also received
the written disclosures and the letter from the independent registered public
accounting firm required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent registered public accounting firm that firm's
independence.
The Audit Committee reviewed the overall scope of the audits performed by
the independent registered public accounting firm. The Audit Committee meets
with the independent registered public accounting firm, with and without
Management present, to discuss the overall quality of our financial reporting.
Members of the Audit Committee rely, without independent verification, on
the information provided to them and on the representations made by Management
and the independent registered public accounting firm. Based upon the Audit
Committee's discussions with Management and the independent registered public
accounting firm, and the Audit Committee's review of the representations of
Management and the independent registered public accounting firm, the Audit
Committee recommended that the Board include the audited consolidated financial
statements in our Annual Report on Form 10-K for the year ended August 31, 2005,
filed with the SEC on November 30, 2005.
The Audit Committee
James V. Gillette
Jay S. Baron, Secretary
J. Dann Engels
13
PRE-APPROVAL POLICIES AND PROCEDURES
All audit, audit-related and tax services performed by our independent
accountants which required pre-approval, as defined in our Audit Committee's
policies and procedures, were pre-approved. Services other than audit, review,
or attest services, which did not require pre-approval pursuant to those
policies were brought to the attention of the Audit Committee and approved prior
to the completion of the audit by the Chairman of our Audit Committee in
accordance with SEC rules and regulations.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Deloitte & Touche, LLP ("D&T") as the
independent registered public accounting firm of our Company for the fiscal year
ending August 31, 2006. Representatives of D&T are expected to be present at the
Annual Meeting to answer questions. They also will have the opportunity to make
a statement if they desire to do so. The Audit Committee has considered the role
of D&T in providing tax services to the Company and has concluded that such
services are compatible with D&T's independence as the Company's independent
registered public accounting firm. D&T does not provide any business consulting
or other non-audit services to the Company.
AUDIT FEES
The aggregate fees paid or accrued to D&T for professional services rendered for
the audit of our annual financial statements for the fiscal years ended August
31, 2005 and 2004 and for the review of the financial statements included in our
Quarterly Reports on Form 10-Q for those fiscal years were as follows (dollars
in thousands):
2005 2004
-------- --------
Audit Fees ............. $137,950 $107,625
Audit-Related Fees ..... 9,810 6,695
Tax Fees ............... -- --
All Other Fees ......... -- --
-------- --------
Total ............... $147,760 $114,320
======== ========
STOCK PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return
for the Company's Common Shares with the cumulative total return of the
Standards & Poor's 500 Composite Index and an index of peer companies selected
by the Company.
The comparison assumes $100 was invested on August 31, 2000 in the
Company's Common Shares, the S & P 500 Composite Index and the peer group. The
companies in the peer group, all of which are in the automotive industry, are as
follows:
14
Dana Corporation Hayes Lemmerz International Inc. Spartan Motors Inc.
Gentex Corporation Magna International Inc. Tower Automotive Inc
Superior Industries International Inc.
INDEXED RETURNS
Years Ending
BASE -------------------------------------------------------------------------
Company Name/Index PERIOD Cumulative Total Return
-------------------- ------------- ------------- ------------- ------------- ------------- -------------
Aug. 31, 2000 Aug. 31, 2001 Aug. 31, 2002 Aug. 31, 2003 Aug. 31, 2004 Aug. 31, 2005
------------- ------------- ------------- ------------- ------------- -------------
RIVIERA TOOL COMPANY $100 $ 48.97 $ 47.67 $159.32 $ 67.91 $ 30.36
S & P 500 $100 $ 75.61 $ 62.01 $ 69.49 $ 77.45 $ 87.17
PEER GROUP $100 $116.14 $117.20 $129.39 $128.20 $110.48
COMPARISION OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG RIVERA TOOL COMPANY, THE S & P 500 INDEX
AND A PEER GROUP
(PERFORMANCE GRAPH)
Riviera Tool -ASE
Cumulative Total Return
----------------------------------------------
8/00 8/01 8/02 8/03 8/04 8/05
------ ------ ------ ------ ------ ------
RIVIERA TOOL COMPANY 100.00 48.97 47.67 159.32 67.91 30.36
S & P 500 100.00 75.61 62.01 69.49 77.45 87.17
PEER GROUP 100.00 116.14 117.20 129.39 128.20 110.48
* $100 invested on 8/31/00 in stock or index- including reinvestment of
dividends. Fiscal year ending August 31.
Copyright(C) 2002, Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Company's common shares as of November 18, 2005 with respect to
(i) each shareholder known by the Company to be the beneficial owner of 5% of
the Company's common shares: (ii) each of the Company's directors; (iii) each
Executive Officer or Significant Employee listed in the Summary Compensation
Table under the heading "Executive Compensation" and (iv) all directors and
executive officers as a group. On the table, 3,984,874 shares of common shares
were issued and outstanding. Unless otherwise indicated, all persons named as
beneficial owners of common shares have sole voting power and sole investment
power with respect to the shares indicated as beneficially owned.
COMMON PERCENTAGE OF
SHARES TOTAL COMMON
NAME OF BENEFICIAL BENEFICIALLY SHARES OF THE
HOLDER ADDRESS OWNED COMPANY
--------------------- ------- ------------ -------------
Kenneth K. Rieth..... 5460 Executive Parkway SE, Grand Rapids, MI 49512 769,216(1) 19.3%
J. Dann Engels....... 112 Waukazoo Drive, Holland, MI 49424 -- --
Dr. Jay S. Baron..... 1000 Victors Way, Suite 200, Ann Arbor, MI 48108 -- --
James V. Gillette ... 2851 Charlevoix Drive, Grand Rapids, MI 49546 1,000 *
Peter C. Canepa...... 5460 Executive Parkway SE, Grand Rapids, MI 49512 35,512(2) 0.9%
Thomas J. Winters ... 5460 Executive Parkway SE, Grand Rapids, MI 49512 20,000(2) 0.54
------- ----
ALL DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEE AS A GROUP (6
PERSONS) 824,828 20.7%
======= ====
(1) Riviera Holding Company, 100% owned by Kenneth K. Rieth, President and CEO
of Riviera Tool Company, owns 635,250 shares of the Common Shares of
Riviera Tool Company. Amount also includes 2,100 shares of Common Shares
owned by Mr. Rieth as custodian for his minor children and 100,000 shares,
which Mr. Rieth has the right to acquire through exercise, of a stock
options granted under the 1998 Key Employee Stock Option Plan.
(2) Amount includes 20,000 and 30,000 shares of which Mr. Winters and Mr.
Canepa, respectively, each have the right to acquire through exercise of a
stock option grant under the 1996 Incentive Stock Option Plan.
* Beneficial ownership of less than 0.1% of the class.
RELATIONSHIPS AMONG DIRECTORS AND EXECUTIVE OFFICERS
There are no family relationships among any of the directors or executive
officers of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Riviera's
directors and executive officers and persons who own more than 10% of a
registered class of the Company's equity securities, file reports of ownership
on Forms 3,4,and 5 with the SEC. Officers, directors and beneficial owners of
greater than 10% of the Company's Common Shares are required by the SEC's
regulations to furnish the company with copies of all Forms 3, 4 and 5 forms
they file.
Based solely on the Company's review of the copies of such forms it has
received and written representations from certain reporting persons that they
were not required to file reports on Form 5 for the fiscal year ended August 31,
2004, the Company believed that all its officers, directors and beneficial
owners of greater than ten percent of the Company's Common Shares have filed all
reports applicable to them with respect to transactions during the fiscal year
ended August 31, 2005.
16
FINANCIAL AND OTHER INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
AUGUST 31, 2005 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO SHAREHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST THEREFOR SENT TO PETER C. CANEPA, RIVIERA TOOL COMPANY, 5460
EXECUTIVE PARKWAY S.E., GRAND RAPIDS, MICHIGAN 49512. Each such request must set
forth a good faith representation that as of November 18, 2005 the person making
the request was the beneficial owner of Common Shares entitled to vote at the
2006 Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS FOR THE 2007 MEETING
A shareholder proposal which is intended to be presented at the 2007 Annual
Meeting of Shareholders must be received by the Company at 5460 Executive
Parkway SE, Grand Rapids, Michigan 49512, no later than by August 1, 2006, in
order to be eligible for inclusion in the Proxy Statement and form of Proxy
relating to that meeting. A shareholder who desires to submit any such proposal
should refer to the applicable rules and regulations of the Securities and
Exchange Commission, Washington, D.C. 20549.
Notwithstanding the aforementioned deadline, under our bylaws, a
shareholder must follow certain other procedures to nominate persons for
election as directors or to properly present other business at an annual meeting
of shareholders. These procedures provide that shareholders desiring to nominate
directors and/or to properly present a subject of business for consideration at
a meeting must do so by written notice timely received by our Secretary. With
respect to proposals for the 2007 Annual Meeting, our Secretary must receive
notice of such proposal no later than August 1, 2006.
OTHER BUSINESS
Neither the Company nor the members of the Board of Directors intend to
bring before the Annual Meeting any matters other than those set forth in the
Notice of Annual Meeting, and they have no present knowledge that any other
matters will be presented for action at the Meeting by others. However, if any
other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed form of proxy to vote in accordance with their
best judgment.
It is important that proxies be returned promptly to avoid unnecessary
expenses. Therefore, all Common Shareholders (even those planning to attend the
meeting) are urged, regardless of the number of shares of stock owned, to sign
date and return the enclosed proxy in the business-reply envelope, also
enclosed. Shareholders attending in person may withdraw their proxies and vote
in person.
VOTING OF PROXIES
Proxies, which are signed and returned, will be voted for the nominees
named above to serve until their respective successors are duly elected and
qualified unless authority to vote upon the election of directors is withheld.
Abstentions will be treated as shares present for determining a quorum and all
abstentions, withheld votes and broker non-votes will not be deemed votes cast
in determining the outcome of any matter.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's 10-K Annual Report, filed with the Securities and
Exchange Commission, is available without charge to shareholders by written or
electronic request to:
Mr. Peter C. Canepa
Riviera Tool Company
5460 Executive Parkway SE
Grand Rapids, Michigan 49512
pcanepa@rivieratool.com By order of the Board of Directors
/s/ Peter C. Canepa
----------------------------------------
Peter C. Canepa, Secretary
17
EXHIBIT A
RIVIERA TOOL COMPANY
PROXY FOR THE 2005 ANNUAL MEETING JANUARY 11, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Kenneth K. Rieth and Peter C.
Canepa and each or either of them, proxies with full power of substitution, to
vote all stock of Riviera Tool Company, a Michigan corporation, which the
undersigned is entitled to vote at the 2006 Annual Meeting of the Shareholders
of the Company to be held at 5460 Executive Parkway S.E., Grand Rapids, Michigan
49512, on Wednesday, January 11, 2006, at 4:00 p.m. and at any adjournment.
1. ELECTION OF CLASS II DIRECTOR - DR. JAY S. BARON
[ ] FOR the nominee listed above [ ] WITHHOLD AUTHORITY
(except as marked to the contrary To vote for the nominee listed above
above)
2. ELECTION OF CLASS III DIRECTOR - KENNETH K. RIETH
[ ] FOR the nominee listed above [ ] WITHHOLD AUTHORITY
(except as marked to the contrary To vote for the nominee listed above
above)
ELECTION OF CLASS III DIRECTOR - JAMES V. GILLETTE
[ ] FOR the nominee listed above [ ] WITHHOLD AUTHORITY
(except as marked to the contrary To vote for the nominee listed above
above)
3. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING
IF YOU SIGN AND RETURN THIS PROXY, THE SHARES REPRESENTED HEREON WILL BE VOTED
IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF NOT OTHERWISE SPECIFIED,
THE PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS AS NOMINATED. THE
PROXIES WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGEMENT ON ANY OTHER MATTERS,
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned hereby acknowledge receipt of the Annual Report of the Company
for its fiscal year ended August 31, 2005, and Notice of Annual Meeting of
Shareholders and Proxy Statement dated December 7, 2005.
Dated: , 200
--------------------- --
----------------------------------------
Signature
----------------------------------------
Signature
Please sign exactly as your name appears
hereon. If stock is held jointly, each
holder should sign. When signing as
attorney, executor, administrator,
trustee, guardian, corporate officer or
in any other capacity, please state
title in full.
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY
19