THE DEWEY ELECTRONICS CORPORATION
_________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
THE DEWEY ELECTRONICS CORPORATION will be held at the office of the
Corporation at 27 Muller Road, Oakland, New Jersey, on Wednesday,
December 4, 2002 at 10:30 A.M. (Eastern Standard Time) for the
purposes of
(1) electing five directors to serve until the next annual meeting
of stockholders and until their successors shall be elected and
shall qualify;
(2) transacting such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on October
23, 2002 as the record date for determination of stockholders
entitled to notice of and to vote at the meeting.
If you will be unable to attend the meeting, you are respectfully
requested to sign and return the accompanying proxy in the enclosed
envelope.
By Order of the Board of Directors
FRANCES D. DEWEY
Secretary
October 15, 2002
THE DEWEY ELECTRONICS CORPORATION
_______________________________________
PROXY STATEMENT
This proxy statement is furnished to the stockholders of The Dewey
Electronics Corporation (hereinafter referred to as the "Corporation")
in connection with the solicitation of proxies for the annual meeting
of stockholders to be held on December 4, 2002. The mailing address
of the Corporation's executive offices is 27 Muller Road, Oakland,
New Jersey 07436, and its telephone number is (201) 337-4700. It is
planned to commence the mailing of this proxy material to stockholders
on or about November 4, 2002.
The enclosed proxy is solicited by the management of the Corporation.
A person giving the proxy has the power to revoke it at any time before
its exercise by notice to such effect delivered to the Secretary of
the Corporation.
The Corporation will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of stock. In
addition to the use of the mails, proxies may be solicited by personal
interviews, by telephone or by electronic means.
It is important that your shares are represented at the meeting.
Whether or not you expect to attend the meeting, please be sure that
the enclosed proxy card is properly completed, dated, signed and
returned without delay in the enclosed envelope, which requires no
postage if mailed in the United States. You may revoke your proxy
at any time prior to the time it is voted.
VOTING SECURITIES OUTSTANDING
Shares of Common Stock, 1,339,531 of which were outstanding as of the
close of business on September 30, 2002, are the only voting securities
of the Corporation and are entitled to one vote per share.
Only holders of Common Stock of record at the close of business on
October 23, 2002, will be entitled to vote at the annual meeting of
stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership
of the Corporation's Common Stock, as of September 30, 2002 (except as
otherwise noted), by: (i) each person who is known by the Corporation
to own beneficially more than five percent of the Corporation's Common
Stock, (ii) each of the Corporation's directors and nominees for
director, (iii) each of the Corporation's executive officers for
whom information is provided in the "Summary Compensation Table"
below, and (iv) all executive officers and directors as a group.
The information presented in the table is based upon certain filings
with the Securities and Exchange Commission by such persons, as
indicated in the notes to the table below, or upon information
otherwise provided by such persons to the Corporation. According
to such filings or other information, such persons have sole voting
and investment power with respect to shares reported as beneficially
owned (except as indicated in the notes to the table below).
The address of each person who is a director or officer of the
Corporation is 27 Muller Road, Oakland, New Jersey 07436.
Name of Beneficial Owner Number of Shares % of the
Beneficially owned Common
Stock
Frances D. Dewey 498,033 (1) 37.18%
Asset Value Fund Limited Partnership
376 Main Street, P.O. Box 74
Bedminster, New Jersey 07921 136,394 (2) 10.18%
Alexander A. Cameron 12,649 *
John H.D. Dewey 40,617 (3) 3.03%
LTG. James M. Link (USA Retired) -- --
Nathaniel Roberts 1,475 *
Francis DeLorenzo 12,000 (4) *
Edward Proskey 12,010 (4) *
Thom A. Velto 12,715 (4) *
All Directors and Executive Officers
as a Group (8 persons) 589,499 (5) 42.86%
* Less than 1%.
(1) Includes 467,203 shares of Common Stock (the "Estate Shares")
beneficially owned by Mrs. Dewey in her capacity as executor of
the Estate of Gordon Dewey. Mrs. Dewey is also the beneficiary of
the Estate Shares. Does not include any shares of Common Stock
beneficially owned by Mrs. Dewey's son, John H.D. Dewey. Mrs.
Dewey disclaims any beneficial interest in the shares of Common
Stock beneficially owned by John H.D. Dewey.
(2) Based upon a Form 4 dated October 15, 2002, filed with the
Securities and Exchange Commission.
(3) Includes 20,308 shares of Common Stock owned of record by
a trust for the benefit of a daughter of Frances D. Dewey, of
which John H.D. Dewey (Mrs. Dewey's son) is the sole trustee.
Does not include any shares of Common Stock beneficially owned
by Mrs. Dewey. Mr. Dewey disclaims any beneficial interest
in the shares of Common Stock beneficially owned by Mrs. Dewey.
(4) Includes 12,000 shares issuable upon exercise of stock
options granted under the Corporation's 1998 Stock Option Plan.
(5) Includes 36,000 shares issuable upon exercise of options.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the annual meeting of stockholders, five directors are to be
elected, to serve for the ensuing year and until their respective
successors are elected and qualify. The shares represented by
the accompanying proxy will be voted for the re-election of
Alexander A. Cameron, Frances D. Dewey, John H.D. Dewey, LTG
James M. Link (USA Ret) and Nathaniel Roberts, unless a contrary
specification is made. If any such nominee becomes unavailable
for any reason, or if a vacancy should occur before the election
(which events are not anticipated), the shares represented by
the accompanying proxy may be voted for such other person
as may be determined by the holders of such proxies, or the
Board of Directors may elect to reduce the number of directors.
Directors are elected by a plurality of the votes cast. Votes
withheld, and abstentions and broker non-votes, will not have
the effect of votes cast either in favor of or in
opposition to a nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF THE
ABOVE NOMINEES AS DIRECTORS.
Information Concerning Directors and Nominees
The following table sets forth the name of each nominee for
election to the Board of Directors, his or her age, principal
occupation during the past five years and the name and principal
business of any corporation or organization in which such
occupation is carried on, and the period during which he or
she has served as director.
Name Age Principal Occupation Director
During the Past Five Years Since
Other Directorships
Positions With Corporation
Alexander A.
Cameron 80 President, Key Research and 1964
Market Development, Inc.
Business Consultants
Frances D. Dewey 75 Director of the Corporation 1955
(Chairperson of the Board since
June 14, 2002)
Secretary of the Corporation
John H.D. Dewey 37 Acting Chief Executive Officer 1999
of the Corporation (since June 14, 2002)
Management Consultant (until June 14, 2002)
President, Monastery Graphics, Inc.
Information Technology Consulting
LTG James M. Link
(USA Retired) 59 President 2001
Teledyne Brown Engineering
Systems Engineering
Nathaniel Roberts 36 General Manager 1999
Callery-Judge Grove
Citrus Suppliers
During the Corporation's last fiscal year, the Board of Directors
held five meetings. Each incumbent director attended all meetings.
Gordon C. Dewey, co-founder of the Corporation, had been President
and Chief Executive Officer and a director until his death in May
2002.
The Corporation's current policy regarding compensation of directors
is to pay $4,000 per annum plus $400 for each Board meeting attended.
No payments for services as a director were made to Gordon C. Dewey
(who received compensation as an officer of the Corporation). On
September 18, 2002, the Board of Directors approved annual
compensation of $25,000 to Frances D. Dewey as Chairperson of the
Board. In December 2001, shareholders approved a Stock Option Plan
for Non-Employee Directors under which options exercisable for a
total of 50,000 shares of Common Stock may be granted. To date, no
options have been granted under this plan, which is administered by
the Board.
Pursuant to a consulting and advisory agreement with LTG James M.
Link (USA Retired), the Corporation pays General Link, as
compensation for services rendered, a fee of $2,000 per month
plus additional fees under certain conditions. For his services
in fiscal year 2002, General Link received a total of $24,000.
Pursuant to an advisory agreement with Monastery Graphics, Inc.,
a management and information technology consulting company of
which John H.D. Dewey is President, the Corporation paid Monastery
Graphics, Inc. $44,625 for services performed during fiscal year
2002. This agreement was terminated upon Mr. Dewey's appointment
by the Board of Directors to the position of Acting Chief Executive
Officer of the Corporation in June 2002. Since becoming an
employee of the Corporation, Mr. Dewey has not played an active
role in Monastery Graphics' business.
The Board has a Stock Option Committee which is composed of
Messrs. Cameron and Roberts. The Committee administers the 1998
Stock Option Plan of the corporation. One meeting was held
during the last fiscal year; all members attended. The Board
also has an Executive Compensation Committee composed of
Messrs. Roberts and Cameron. The Committee administers
executive compensation and held one meeting during the last
fiscal year; all members attended the meeting.
The Board does not have a nominating committee or an audit
committee.
Summary Compensation Table
The following table sets forth the aggregate compensation paid
by the Corporation during the Corporation's last three fiscal
years to (1) each chief executive officer of the Corporation
and (2) the other executive officers of the Corporation whose
aggregate of salary and bonus compensation for fiscal year
2002 exceeded $100,000.
Name and Principal Fiscal Salary Bonus Securities
Position Year Ending Underlying
June 30 Options/
SARs(#)
Gordon C. Dewey, 2002 $144,200 $97,000 --
President and 2001 $144,200 $60,000 --
Chief Executive 2000 $144,200 $30,000 --
Officer (1)
John H.D. Dewey, 2002 $4,615(2) -- --
Acting Chief 2001 -- -- --
Executive 2000 -- -- --
Officer (1)
Francis DeLorenzo 2002 $72,286 $35,100 --
Vice President, 2001 $71,595 $21,800 7,000
Business 2000 $66,952 $4,000 --
Development
Edward L. Proskey 2002 $86,284 $34,250 --
Vice President, 2001 $83,813 $21,325 2,000
Operations 2000 $82,923 $4,000 --
Thom A. Velto 2002 $96,223 $30,000 --
Treasurer 2001 $93,522 $20,000 2,000
2000 $90,871 $5,500 --
(1) Gordon C. Dewey served as President and Chief Executive Officer
until his death in May 2002. On June 14, 2002, John H.D. Dewey was
appointed Acting Chief Executive Officer.
(2) John H. D. Dewey became an employee of the Corporation on June
14, 2002 at an annual salary of $120,000. In addition to the
salary set forth in the table above, Mr. Dewey received payments
under the Corporation's policy regarding compensation of directors
for the following fiscal years: 2002 -- $6,000. 2001 $5,600.
2000 -- $5,600. Pursuant to an advisory agreement entered into in
2001, the Corporation made payments to Monastery Graphics, Inc.,
a management and information technology consulting company of which
Mr. Dewey is President, in the following amounts: 2002 -- $44,625.
2001 -- $5,063. This agreement was terminated when Mr. Dewey
became an employee of the Corporation. Since becoming an employee
of the Corporation, Mr. Dewey has not played an active role in
Monastery Graphics' business.
Fiscal Year-End Option Values
The following table sets forth, for each executive officer of the
Corporation for whom information is provided in the "Summary
Compensation Table" above, (1) the total number of securities
underlying unexercised options as of the end of the Corporation's
last fiscal year (June 30, 2002) and (2) the value of unexercised,
in-the-money options as of the end of the Corporation's last fiscal
year.
Name Number of Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at Fiscal Year End (#) at Fiscal Year End
Exercisable Unexercisable Exercisable Unexercisable
John H.D. Dewey -- -- -- --
Francis DeLorenzo 8,500 3,500 $28,312 $9,503
Edward L. Proskey 11,000 1,000 $40,334 $2,715
Thom A. Velto 11,000 1,000 $40,334 $2,715
Executive Officers
The Corporation's executive officers are: John H.D. Dewey, age 37,
who was appointed Acting Chief Executive Officer in June 2002
following the death of Gordon C. Dewey; Thom A. Velto, age 52,
who has been Treasurer of the Corporation since February 1990;
Edward L. Proskey, age 46, who has been Vice President, Operations
of the Corporation since June 1994; and Francis DeLorenzo,
age 42, who was elected Vice President, Business Development
and Marketing on June 3, 2000. Prior to such election,
Mr. DeLorenzo had been employed by the Corporation since 1991
in various program management capacities.
Retirement Benefits
The Corporation has a non-contributory pension plan for all active
employees, under which, in general, employees with 25 or more
years of service can receive 20% of their average monthly earnings
(based on earnings during the five years preceding retirement)
up to a specified maximum of $850 per month for life assuming
normal retirement at age 65 and vested employees with lesser service
receive lesser amounts. Upon the employee's death, 50% of the monthly
benefit is payable to the employee's spouse for life. Gordon C. Dewey,
who had passed normal retirement age, received aggregate payments
under such plan of $13,244 in fiscal 2002. Mrs. Dewey receives
survivor's benefits of $602 per month but does not otherwise
participate in the pension plan. The Corporation's executive
officers will receive the monthly maximum amount of $850 at
retirement,based upon current compensation levels and assuming
normal retirement at age 65.
Certain Relationships and Related Transactions
During 1988, Gordon C. Dewey lent the Corporation a total of $200,000.
The loans, which are unsecured, provide for the payment of interest
at the fixed rate of 9%. The loans are repayable upon demand
by Mr. Dewey's Estate, of which Frances D. Dewey is executor, but
are subordinate to the Corporation's term loan with Sovereign Bank,
its principal lender.
Insurance Arrangements
The Corporation has insurance coverage under which its directors
and officers (as well as the Corporation) are indemnified under
certain circumstances with respect to litigation and other costs
and liabilities arising out of actual or alleged misconduct of
such directors and officers. The Corporation pays all premiums
to the insurer, the Federal Insurance Company of the Chubb Group
of Insurance Companies.
Section 16(a) Beneficial Ownership Reporting Compliance
One late Form 5, reporting three small acquisitions of Common Stock
that were inadvertently omitted from a Form 5, has been filed with
the Securities and Exchange Commission on behalf of Gordon Dewey
by his Estate.
INDEPENDENT PUBLIC ACCOUNTANTS
The principal accountant selected by the Board of Directors for
the Corporation's current fiscal year is Deloitte & Touche LLP.
It is expected that a representative of Deloitte & Touche LLP
will be present at the annual meeting of stockholders with the
opportunity to make a statement if they desire to do so
and to respond to appropriate questions.
Fees
Audit Fees. The aggregate fees billed by Deloitte & Touche LLP for
audit services rendered to the Corporation for the fiscal year
ended June 30, 2002 was $48,500.
Financial Systems Design and Implementation Fees; Other Fees.
Deloitte & Touche LLP did not render any non-audit services to
the Corporation for the fiscal year ended June 30, 2002.
Audit Report
The Board does not have an audit committee. The Board as a whole
is responsible for the oversight of the Corporation's accounting
and financial reporting practices. Management is responsible for
preparing the Corporation's financial statements and the independent
auditors are responsible for auditing those statements.
In discharging its oversight responsibility, the Board (1) reviewed
and discussed the audited financial statements of the Corporation at
and for the fiscal year ended June 30, 2002 with management, (2)
received from the independent auditors in writing the matters
required to be communicated by Statement on Auditing Standards No.
61, and (3) received the written disclosures and the letter from the
independent auditors required by the Independence Standards Board's
Standard No. 1. In addition, during the past fiscal year, the
Board discussed with the independent auditors the matters referred
to in Statement on Auditing Standards No. 61 and the auditors'
independence from the Corporation.
Based on the reviews and discussions referred to above, the Board
included the Corporation's audited financial statements in the
Corporation's Annual Report on Form 10-K for the fiscal year
ended June 30, 2002, for filing with the Securities and
Exchange Commission.
Submitted by the Board of Directors,
Alexander A. Cameron
Frances D. Dewey
John H.D. Dewey
LTG James M. Link (USA Ret)
Nathaniel Roberts
STOCKHOLDER PROPOSALS
Any proposals of stockholders which are intended to be presented
at the Corporation's next annual meeting of stockholders must be
received by the Corporation for inclusion in the Corporation's
proxy statement and form of proxy relating to such meeting not
later than July 7, 2003.
DISCRETIONARY AUTHORITY
While the notice of annual meeting of stockholders calls for
transaction of such other business as may come before the meeting,
management has no knowledge of any matters to be presented for
action by the stockholders other than as set forth above. The
accompanying form of proxy gives discretionary authority,
however, in the event that any additional matters should be
presented.
By Order of the Board of Directors
FRANCES D. DEWEY
Secretary
October 15, 2002
REVOCABLE PROXY
THE DEWEY ELECTRONICS CORPORATION
__PLEASE MARK VOTES AS IN THIS EXAMPLE
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints FRANCES D. DEWEY AND JOHN H.D. DEWEY,
or either of them, with power of substitution, attorneys and proxies
to represent the undersigned at the annual meeting of stockholders
of The Dewey Electronics Corporation to be held on December 4, 2002
at 10:30 A.M. (Eastern Standard Time) at the offices of the
Corporation at 27 Muller Road, Oakland, New Jersey, and
any adjournments thereof with all power which the undersigned
would possess if personally present and to vote all shares of
common stock of the Corporation held by the undersigned, which
may be entitled to vote at said meeting upon the following matter
and upon other matters as may come before the meeting.
1. ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL EXCEPT
(except as marked to the contrary below)
Alexander Cameron, Frances D. Dewey, John H.D. Dewey,
James M. Link, Nathaniel Roberts
INSTRUCTION: To withhold authority to vote for any individual
nominee, mark "For All Except" and write that nominee's name
in the space provided below:
This proxy, when properly executed, will be voted in the manner
directed herein. If no direction is given, this proxy will be
voted FOR the election of the nominees listed above.
Please sign exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. When signing as attorney,
as executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full
corporate name by President, or other authorized officer. If
a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Date_______________
Proxy in the box below.
___________________________ _____________________________
Stockholder sign above Co-holder (if any sign above)