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Delaware
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16-0837866
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation or organization)
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Identification
No.)
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1110
Maple Street
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14059
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Elma,
New York
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(Zip
Code)
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(Address
of principal executive offices)
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Title
of each class
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Name
of each exchange on which registered
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Common
Stock, $.20 par value
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American
Stock Exchange
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Item
9.
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Directors,
Executive Officers, Promoters and Control Persons and Corporate
Governance; Compliance with Section 16(a) of the Exchange
Act.
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Position
with the Company
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and
Principal Occupation
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and
Business Experience
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Name
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Age
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for
Past Five Years
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Dr.
William H. Duerig
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86
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Director
of the Company since 1990; Physicist and Senior Program Manager
for
Kearfott Guidance & Navigation Corporation for more than five years
prior to retirement in 1993.
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Donald
W. Hedges
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86
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Director
of the Company since 1967; self-employed attorney since
1988.
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Nicholas
D. Trbovich, Jr.
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47
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Director
of the Company since 1990; Chief Operating Officer of the Company
since
2007; Executive Vice President of the Company since 2006; Vice
President
of the Company from 1990 to 2006.
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Dr.
Nicholas D. Trbovich
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72
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Chairman
of the Board of Directors, President and Chief Executive Officer
of the
Company since 1959.
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Position
with the Company
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and
Principal Occupation
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and
Business Experience
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Name
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Age
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for
Past Five Years
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Dr.
Nicholas D. Trbovich
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72
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See
table under “Directors.”
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Nicholas
D. Trbovich, Jr.
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47
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See
table under “Directors.”
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Cari
L. Jaroslawsky
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38
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Treasurer
and Chief Financial Officer of the Company since 2005; CPA
Consultant/Controller for the Company for more than five years
prior to
2005.
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Salvatore
San Filippo
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59
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Vice
President of Marketing and Sales of the Company since 2007; Director
of
Marketing and Sales of the Company since 2005; Director of Sales of
the Company from 2002 to 2005.
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Michael
D. Trbovich
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45
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Corporate
Secretary of the Company since 2005; Corporate Administration and
Liaison
for the Company for more than five years prior to
2005.
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Item
10.
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Executive
Compensation.
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Name
and
Principal
Position
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Year
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Salary
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Bonus
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All
Other
Compen-
sation
(1)
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Total
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Dr.
Nicholas D.
Trbovich..............................................
Chairman,
President and CEO
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2007
2006
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$417,767
$407,333
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$55,000
$40,000
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$130,759
$39,765
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$603,526
$487,098
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Nicholas
D. Trbovich,
Jr...............................................
Director,
Executive Vice
President
and COO
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2007
2006
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$229,607
$186,547
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$45,000
$25,000
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$92,020
$36,250
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$366,627
$247,797
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Cari
L.
Jaroslawsky.......................................................
CFO
and Treasurer(2)
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2007
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$130,633
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$10,000
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$27,597
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$168,230
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(1)
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All
Other Compensation for 2007 includes (i) an allocation of 1,089 shares
of
Common Stock under the Servotronics Inc.’s Employee Stock Ownership Plan
(“ESOP”) for both Dr. Trbovich and Mr. Trbovich Jr. valued as of November
30, 2007 (the date of allocation), at the closing price on the AMEX
of
$12.40 per share; (ii) $40,433 and $38,462 for Dr. Trbovich and Mr.
Trbovich Jr., respectively for vacation pay in lieu of time off pursuant
to a policy that is generally applicable to all employees of the
Company;
(iii) $52,500, $9,809, and $14,276 for Dr. Trbovich, Mr. Trbovich
Jr., and
Ms. Jaroslawsky respectively for benefit parity payments in lieu
of
pension related benefits that are limited by the terms of the ESOP;
(iv)
$7,787, $387, and $160 for Dr. Trbovich, Mr. Trbovich Jr., and Ms.
Jaroslawsky respectively for life insurance; (v) $16,540, $26,540,
and
$13,160 for Dr. Trbovich, Mr. Trbovich Jr., and Ms. Jaroslawsky
respectively for health insurance and medical related expenses; and
(vi)
$3,324 for personal use of a company car for Mr. Trbovich
Jr.
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(2)
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Ms.
Jaroslawsky has served as Treasurer and Chief Financial Officer since
2005
and is a Named Executive Officer beginning with 2007. Accordingly,
her
compensation for 2006 is not provided on this
table.
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Option
Awards
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|||||||||
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Named
Executive
Officer
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Number
of securities
underlying
unexercised
options
(#)
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Option
Exercise Price
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Option
Expiration Date
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||||||
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Dr.
Nicholas D. Trbovich
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37,800
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$ |
8.50
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03/24/2008
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|||||
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37,800
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$ |
3.8125
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07/07/2010
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||||||
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45,000
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$ |
4.38
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09/06/2011
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||||||
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50,000
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$ |
2.045
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04/11/2013
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25,000
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$ |
4.70
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12/30/2015
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Nicholas
D. Trbovich Jr.
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18,400
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$ |
8.50
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03/24/2008
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|||||
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18,400
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$ |
3.8125
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07/07/2010
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||||||
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24,000
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$ |
4.38
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09/06/2011
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||||||
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27,000
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$ |
2.045
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04/11/2013
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15,000
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$ |
4.70
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12/30/2015
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Cari
L. Jaroslawsky
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7,500
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$ |
4.70
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12/30/2015
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Name
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Fees
Earned or
Paid
in Cash (1)
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Option
Awards
(2)
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William
H. Duerig
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$28,100
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--
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Donald
W. Hedges
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$28,100
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--
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(1)
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Includes
cash compensation earned by the Directors during the fiscal year
2007.
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(2)
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No
options were awarded in 2007. As of December 31, 2007, each of Dr.
Duerig’s and Mr. Hedges’ stock option holdings in the Company consisted
of: 12,600 options with an exercise price of $8.50 expiring on March
24,
2008; 15,000 options with an exercise price of $3.8125 expiring on
July 7,
2010; 16,000 options with an exercise price of $4.38 expiring on
September
6, 2011; 18,000 options with an exercise price of $2.045 expiring on April
11, 2013; and 7,500 options with an exercise price of $4.70 expiring
on
December 30, 2015. All stock options listed in this note (2) were
exercisable.
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Item
11.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
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Name
and Address of
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Amount
and Nature of
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Percent
of
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Beneficial
Owner
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Beneficial
Ownership
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Class
(1)
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Servotronics,
Inc. Employee
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Stock
Ownership Trust (2)
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773,484
(2)
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33.9%
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1110
Maple Street
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P.O.
Box 300
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Elma,
New York 14059
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Dr.
Nicholas D. Trbovich (3)
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546,567
(3)
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22.4%
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1110
Maple Street
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P.O.
Box 300
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Elma,
New York 14059
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Nicholas
D. Trbovich, Jr. (4)
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125,554
(4)
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5.3%
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1110
Maple Street
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P.O.
Box 300
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Elma,
New York 14059
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Harvey
Houtkin (5)
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352,088(5)
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15.4%
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160
Summit Avenue
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Montvale,
New Jersey 07645
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(1)
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Percent
of class is based upon 2,281,102 shares of Common Stock outstanding
as of
March 31, 2008 plus, in the case of Dr. Trbovich and Nicholas D.
Trbovich,
Jr., the shares underlying their stock options, all of which are
presently
exercisable.
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(2)
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The
trustees of the Servotronics, Inc. Employee Stock Ownership Trust
(the
“ESOT”) -- Dr. Nicholas D. Trbovich and Nicholas D. Trbovich, Jr. --
direct the voting of unallocated shares. The participants in the
related
plan have the right to direct the voting of shares which have been
allocated to their respective accounts; if a participant does not
direct
the vote, the trustees may direct the vote of that participant’s shares.
As of March 31, 2008, approximately 428,179 shares have been allocated
to
the accounts of participants and approximately 345,305 shares remain
unallocated.
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(3)
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This
amount includes (i) 34,309 shares held by a charitable foundation
for
which Dr. Trbovich serves as a trustee; (ii) 157,800 shares which
Dr.
Trbovich has the right to acquire under stock options which are currently
exercisable; and (iii) approximately 45,434 shares allocated to Dr.
Trbovich’s account under the ESOT. These amounts do not include the shares
beneficially owned by certain of Dr. Trbovich’s other relatives. Also,
except as set forth in this note (3), does not include shares held
by the
ESOT as to which Dr. Trbovich serves as one of the two trustees.
See note
(2) above.
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(4)
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This
amount includes (i) 84,400 shares which Mr. Trbovich, Jr. has the
right to
acquire under stock options which are currently exercisable and;
(ii)
approximately 25,340 shares allocated to Mr. Trbovich, Jr.’s account under
the ESOT. Except as set forth in the preceding sentence, does not
include
shares held by the ESOT as to which Mr. Trbovich, Jr. serves as one
of two
trustees. See note (2) above.
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(5)
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Based
on a statement on Schedule 13D, as last amended on February 12, 2004,
filed by Mr. Houtkin with the Securities and Exchange Commission.
According to Mr. Houtkin’s statement, he has sole voting and investment
power with respect to 190,000 shares and shared voting and investment
power with respect to 162,088 shares. Mr. Houtkin disclaims beneficial
ownership in additional shares owned by other members of his
family.
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Name
of
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Amount
and Nature of
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Percent
of
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||||||
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Beneficial
Owner
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Beneficial
Ownership
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Class
(1)
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||||||
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Dr.
Nicholas D. Trbovich
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546,567 | (2) | 22.4 | % | ||||
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Nicholas
D. Trbovich, Jr.
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125,554 | (3) | 5.3 | % | ||||
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Donald
W. Hedges
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61,236 | (4) | 2.6 | % | ||||
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Dr.
William H. Duerig
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60,093 | (5) | 2.6 | % | ||||
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Cari
L. Jaroslawsky
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2,000 | (6) | 0.1 | % | ||||
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Salvatore
San Filippo
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4,398 | (7) | 0.2 | % | ||||
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Michael
D. Trbovich
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28,555 | (8) | 1.2 | % | ||||
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All
directors and
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||||||||
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officers
as a group
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1,233,561 | (9) | 39.8 | % |
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(1)
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Percent
of class is based upon 2,281,102 shares of Common Stock outstanding
as of
March 31, 2008 plus the number of shares subject to stock options
held by
the indicated person or group.
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(2)
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See
note (9) below and note (3) to the table in “Security Ownership of Certain
Beneficial Owners.”
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(3)
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See
note (9) below and note (4) to the table in “Security Ownership of Certain
Beneficial Owners.”
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(4)
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This
amount includes 56,500 shares which Mr. Hedges has the right to acquire
under stock options which are currently exercisable. Mr. Hedges has
sole
voting and investment power with respect to 4,261 shares and shared
voting
and investment power with respect to 475
shares.
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(5)
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This
amount includes 56,500 shares which Dr. Duerig has the right to acquire
under stock options which are currently
exercisable.
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(6)
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This
amount includes 1,000 shares which Ms. Jaroslawsky has the right
to
acquire under stock options which are currently
exercisable.
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(7)
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This
amount includes (i) 1,000 shares which Mr. San Filippo has the right
to
acquire under stock options which are currently exercisable; and
(ii)
approximately 2,398 shares allocated to Mr. San Filippo’s account under
the ESOT.
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(8)
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This
amount includes (i) 18,500 shares which Mr. Trbovich has the right
to
acquire under stock options which are currently exercisable; and
(ii)
approximately 8,519 shares allocated to Mr. Trbovich’s account under the
ESOT.
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(9)
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See
notes (2) through (8) above. Also includes unallocated shares held
by the
ESOT over which certain officers, as trustees of the ESOT, may be
deemed
to have voting power, as well as shares allocated to the accounts
of all
officers as a group under the related plan. See the table in “Security
Ownership of Certain Beneficial Owners” and note (2)
thereto.
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EQUITY
COMPENSATION PLAN INFORMATION
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|||
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Plan
category
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Number
of securities
to
be issued upon
exercise
of outstanding
options,
warrants
and
rights
(a)
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Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
(b)
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Number
of securities
remaining
available for
future
issuance under
equity
compensation
plans
(excluding securities
reflected
in column (a))
(c)
|
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Equity
compensation
plans
approved by
security
holders..................................
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333,000
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$3.503
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17,000
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Equity
compensation
plans
not approved
by
security holders.............................
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180,900
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$6.072
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84,100
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Total…...................................................
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513,900
=======
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$4.407
|
101,100
=======
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Item
12.
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Certain
Relationships and Related Transactions, and Director
Independence.
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Item
14.
|
Principal
Accountant Fees and Services.
|
|
2007
|
2006
|
|||||||
|
Audit
Fees (1) ................................
|
$ |
74,950
|
$ |
71,050
|
||||
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Tax
Fees (2).....................................
|
35,806
|
33,223
|
||||||
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All
Other Fees (3)...........................
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5,759
|
1,446
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||||||
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Total.................................................
|
$ |
116,515
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$ |
105,719
|
||||
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(1)
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Audit
fees represent fees for professional services provided in connection
with
the audit of the Company's financial statements and review of the
Company's quarterly financial statements and audit services provided
in
connection with other statutory or regulatory
filings.
|
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(2)
|
Tax
fees principally included fees for tax preparation and tax consulting
services.
|
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(3)
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Primarily
for SEC compliance and assistance.
|
| SERVOTRONICS, INC. | |||
|
Date:
April 28,
2008
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By:
|
/s/ Cari L. Jaroslawsky, Treasurer and CFO | |
| Cari L. Jaroslawsky, Treasurer and | |||
|
Chief
Financial
Officer
|
|||
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Exhibit
No.
|
Description
|
|
31.1
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the
Securities Exchange act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the
Securities Exchange act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|