SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) 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 Pursuant to Rule 14a-12
The Dewey Electronics Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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 (the "Corporation") will be held at the office
of the Corporation at 27 Muller Road, Oakland, New Jersey, on Wednesday,
December 6, 2006 at 10 a.m. (Eastern Standard Time) for the purposes of
(1) electing six 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 24,
2006 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
November 3, 2006
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 6, 2006. 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. The Corporation plans to commence
the mailing of this proxy statement to stockholders on or about November 3,
2006.
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. No additional compensation will be paid to
the Corporation's directors, officers or other employees for such services.
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; VOTES REQUIRED
Shares of Common Stock, 1,362,031 of which were outstanding as of the
close of business on September 30, 2006, 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 24, 2006, will be entitled
to vote at the annual meeting of stockholders.
A plurality of the votes cast by the stockholders entitled to vote at
the annual meeting is required to elect the director nominees, and a majority
of the votes cast by the stockholders entitled to vote at the annual meeting
is required to take any other action. 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 or any other business properly brought before the
annual meeting, but will be treated as present for quorum purposes.
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, 2006 (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 Common
Owned Stock
Frances D. Dewey 461,983(1) 33.92%
Hummingbird Management, LLC
460 Park Avenue
NY, NY 10022 109,863(2) 8.07%
John H.D. Dewey 78,617(3) 5.72%
LTG. James M. Link (USA Retired) 1,000 *
Nathaniel Roberts 1,475 *
John B. Rhodes 0 --
Ronald Tassello 0 --
Edward L. Proskey 15,010(4) *
Stephen P. Krill 0 --
All Directors and Executive
Officers as a Group
(9 persons) 573,085(5) 41.11%
* Less than 1%.
(1) 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 on a Schedule 13D filed with the Securities and Exchange
Commission on December 23, 2005.
(3) Includes (1) 30,358 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, and (2) 3,100 shares
of Common Stock held in a custodial account for Mr. Dewey's son who is a
minor. 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. Also includes
12,000 shares issuable upon exercise of stock options granted under the
Corporation's 1998 Stock Option Plan.
(4) Includes 5,000 shares issuable upon exercise of stock options
granted under the Corporation's 1998 Stock Option Plan.
(5) Includes 32,000 shares issuable upon exercise of stock options.
ELECTION OF DIRECTORS
At the annual meeting of stockholders, six 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 Frances D. Dewey, John H.D. Dewey, LTG James M.
Link (USA Ret), Nathaniel Roberts, John B. Rhodes, and Ronald Tassello (who
was elected a director by the Board of Directors on September 14, 2006),
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.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS 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. John H.D. Dewey is a son of Frances
D. Dewey.
Name Age Principal Occupation Director
During Past Five Years Since
Other Directorships and
Positions With Corporation
Frances D.
Dewey 79 Director of the Corporation 1955
(Chairperson of the Board since
June 14, 2002)
Secretary of the Corporation
John H.D.
Dewey 41 President and Chief Executive 1999
Officer of the Corporation
(since December 4, 2002;
Acting Chief Executive Officer
from June 14, 2002 until
December 4, 2002)
Management Consultant
(until June 14, 2002)
President, Monastery Graphics,
Inc. (1)
Information Technology Consulting
LTG James M.
Link (USA
Retired) 64 President and Director 2001
Teledyne Brown Engineering
Systems Engineering
Nathaniel
Roberts 39 President 1999
Managed Citrus, Inc.
Citrus Growers
John B.
Rhodes 50 Not-For-Profit Management 2005
(Education and Healthcare):
Trustee
NY Institute for Special
Education ("NYISE")
Chairman
Cornerstone (joint initiative
of NYISE and University of Penn.
(Graduate School of Education))
Trustee (since 2003)
Hospital for Joint Diseases,
New York City
Consultant (since 2003)
SPARC (Sickness Prevention Achieved
Through Regional Cooperation)
Vice President (until 2002)
(serving pharmaceutical/biotech
and aerospace/defense companies)
Booz Allen Hamilton, Inc.
Management Consulting
Ronald
Tassello, CPA 49 Chief Financial Officer 2006
(since July 2006)
HYTORC (division of UNEX Corporation)
Industrial Bolting Tools and Technology
Chief Financial Officer
(from 1996 to July 2006)
Alcan Baltek Corporation
Producer of Balsa-based Products
(1) Since becoming an employee of the Corporation in 2002, Mr. Dewey has not
played an active role in Monastery Graphics' business.
During the Corporation's last fiscal year ended June 30, 2006, the Board
of Directors held eight meetings. Each incumbent director attended all
meetings, except Messrs. Link, Roberts and Mrs. Dewey who attended seven
meetings. On September 14, 2006, the Board expanded the size of the Board
from five to six and elected Mr. Tassello as a director.
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 during fiscal year 2006 were made to John
H.D. Dewey (who received compensation as an officer of the Corporation).
Annual compensation of $33,000 was paid to Frances D. Dewey as Chairperson of
the Board, in lieu of the directors fees described above. In December 2001,
stockholders 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.
The Board has a Stock Option Committee which is composed of Messrs.
Dewey, Rhodes 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, Dewey and Link. The Committee administers
executive compensation and held one meeting during the last fiscal year; all
members attended the meeting.
The Board also has a Business Development Committee composed of John
H.D. Dewey and General Link. During the last fiscal year, General Link
received $24,000 for serving on this Committee. No payments for serving on
this Committee were made to John H.D. Dewey (who received compensation as an
officer of the Corporation).
The Board does not have a nominating committee or an audit committee.
Executive Officers
In addition to John H. D. Dewey (see "Information Concerning Directors
and Nominees" above), the Corporation's executive officers are: Edward L.
Proskey, age 50, who was elected Vice President, Operations of the Corporation
in June 1994 (this title was changed to Senior Vice President, Operations in
June 2003); Francis DeLorenzo, age 46, who was elected Vice President,
Business Development and Marketing on June 3, 2000 (this title was changed to
Vice President, Government Programs in June 2003) and Stephen P. Krill, age
54, who became an employee of the Corporation in September 2005 and was
elected Treasurer on December 7, 2005. Previously, from January 16, 2005, Mr.
Krill provided financial consulting services to the Corporation as an employee
of Resources Global Connections, a temporary financial staffing company; from
2001 to 2005 he was an associate with Robert Half, Inc., also a temporary
financial staffing company; and previous to that he spent 15 years at Southco
Inc., a manufacturer of access hardware, as a Controller and Corporate
Financial Consultant.
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) the chief
executive officer of the Corporation and (2) the other executive officers of
the Corporation whose aggregate of salary and bonus compensation for the
fiscal year ended June 30, 2006 exceeded $100,000.
Name and Principal Fiscal Salary Bonus Securities
Position Year Ended Underlying
Options/SARs (#)
John H.D. Dewey,
President and Chief
Executive Officer June 30,
2006 $132,175 -- --
June 30,
2005 $130,000 -- --
June 30,
2004 $128,461 $15,000 --
Stephen P. Krill (1)
Treasurer June 30,
2006 $100,800 -- --
June 30,
2005 -- -- --
June 30,
2004 -- -- --
Edward L. Proskey
Senior VP Operations June 30,
2006 $107,197 -- --
June 30,
2005 $ 99,485 -- --
June 30,
2004 $ 98,799 -- --
(1) Mr. Krill became an employee of the Corporation in September 2005 and was
elected Treasurer in December 2005. See "Executive Officers" above.
Stock Options
The Corporation did not grant any stock options to its executive
officers during the fiscal year ended June 30, 2006.
None of the executive officers of the Corporation for whom information
is provided in the "Summary Compensation Table" above exercised any stock
options during the Corporation's last fiscal year (ended June 30, 2006). The
following table sets forth, for each such executive officer, the total number
of securities underlying unexercised options as of the end of the
Corporation's last fiscal year (June 30, 2006). No options held by such
executive officers were in-the-money as of June 30, 2006.
Name Number of Securities
Underlying Unexercised
Options at Fiscal Year End (#)
Exercisable Unexercisable
John H.D. Dewey 12,000 --
Edward L. Proskey 5,000 --
Stephen P. Krill -- --
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. 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, the Corporation's co-founder, lent the
Corporation a total of $200,000, pursuant to an unsecured demand note bearing
interest at the rate of 9 percent per annum. On June 30, 2006, the
Corporation repaid the demand note payable to Frances D. Dewey, Mr. Dewey's
widow.
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
For the fiscal year ended June 30, 2006, based solely on a review of
copies of reports furnished to the Corporation or written representations that
no other reports were required, the Corporation believes that all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its executive officers and directors were complied with.
Certain Corporate Governance Matters
Code of Business Conduct and Ethics. The Corporation has adopted a Code
of Business Conduct and Ethics that applies to all of its directors, officers
and employees. A copy of the code is available, free of charge, upon written
request to the Corporate Secretary, The Dewey Electronics Corporation, at the
Corporation's executive offices. Any substantive amendments to the code and
any grant of a waiver from a provision of the code requiring disclosure under
applicable SEC rules will be disclosed in a report on Form 8-K.
Stockholder Communications with the Board of Directors. The
Corporation's Board of Directors has adopted the following policy by which
stockholders may communicate with the Board or with individual directors or
Board committees. The communication should be in writing, addressed to the
Board or applicable committee or directors, c/o Corporate Secretary, The Dewey
Electronics Corporation, at the Corporation's executive offices. The
Corporate Secretary will review all such correspondence received and will
periodically, at least quarterly, forward to the applicable directors a
summary of all such correspondence together with copies of correspondence that
the Corporate Secretary believes should be seen in its entirety.
Correspondence or summaries will be forwarded to the applicable directors on
an expedited basis where the Corporate Secretary deems it appropriate.
Communications raising concerns related to the Corporation's accounting,
internal controls, or auditing matters will be immediately brought to the
attention of those members of the Board of Directors who are responsible for
the oversight of the Corporation's accounting and financial reporting
practices (currently, the entire Board of Directors).
Directors may at any time review a log of correspondence received by the
Corporation that is addressed to the director (or to the full Board or a Board
committee on which he or she serves) and may request copies of any such
correspondence.
The Corporation believes that it is important for directors to directly
hear concerns expressed by stockholders. Accordingly, it is the Corporation's
policy that Board members are expected to attend the Annual Meeting of
Stockholders absent a compelling commitment that prevents such attendance.
All current members of the Board who served at the time of the December 2005
Annual Meeting attended such meeting.
Director Nominations. The candidates for election as directors at the
annual meeting have been nominated by the Board. The Corporation does not
have a nominating committee; the Board believes that it is desirable for such
decisions to be made by the entire Board. Recently implemented SEC rules
require that the Corporation disclose whether members of the Board of
Directors who are responsible for the nominating function are "independent",
as that term is defined in stock exchange or Nasdaq rules. Although the
Corporation's shares do not trade on Nasdaq, if the Nasdaq definition of
"independence" were to apply, LTG James M. Link, Nathaniel Roberts, John B.
Rhodes and Ronald Tassello would be "independent" directors for these purposes
and John H.D. Dewey and Frances D. Dewey would not be "independent" directors
for these purposes.
In evaluating director candidates for purposes of recommending director
candidates to the Board, the Board will consider the following factors: the
candidate's moral character and personal integrity; whether the candidate has
expertise and experience relevant to the Corporation's business; whether the
candidate's expertise and experience complements the expertise and experience
of the other directors; whether the candidate would be independent of any
particular constituency and able to represent the interests of all
stockholders of the Corporation; the congeniality of the candidate with the
other directors; whether the candidate would have sufficient time available to
devote to Board activities; and any other factors deemed relevant by the
Board. Ronald Tassello, who was elected a director by the Board of Directors
in September 2006, was recommended to the Board for consideration by an
employee of the Corporation's former auditor.
The Board will consider director candidates recommended by stockholders
of the Corporation. Stockholders may recommend an individual for
consideration by submitting to the Board the name of the individual, his or
her background (including education and employment history), a statement of
the particular skills and expertise that the candidate would bring to the
Board, the name, address and number of shares of the Corporation beneficially
owned by the stockholder submitting the recommendation, any relationship or
interest between such stockholder and the proposed candidate, and any
additional information that would be required under applicable SEC rules to be
included in the Corporation's proxy statement if such proposed candidate were
to be nominated as a director.
Such submissions should be addressed to the Board of Directors c/o
Corporate Secretary, at the Corporation's executive offices. In order for a
candidate to be considered for any annual meeting, the submission must be
received by the Corporation no later than the May 15 preceding such annual
meeting. The Corporation anticipates that its next annual meting will be held
in December 2007 (the month when it typically holds its annual meetings).
The Board will evaluate the biographical information and background
material relating to each potential candidate and may seek additional
information from the submitting stockholder, the potential candidate, and/or
other sources. The Board may hold interviews with selected candidates.
Individuals recommended by stockholders will be considered under the same
factors as individuals recommended by other sources.
"Audit Committee Financial Expert." The Corporation does not have an
"audit committee financial expert" serving on its Board of Directors, as that
term is defined by SEC rules. The Board believes that the directors
collectively have sufficient knowledge of financial and auditing matters to
effectively oversee the Corporation's accounting and financial reporting
practices. Furthermore, the Board has the power to engage experts or
consultants as it deems appropriate to carry out its responsibilities.
INDEPENDENT PUBLIC ACCOUNTANTS
The independent registered public accounting firm selected by the Board
of Directors for the Corporation's current fiscal year is Amper, Politziner &
Mattia, P.C. ("AP&M"). It is expected that a representative of AP&M 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.
Effective July 17, 2006, the Board of Directors dismissed Deloitte &
Touche LLP ("Deloitte") as the Corporation's independent registered public
accounting firm and engaged AP&M as the Corporation's new independent
registered public accounting firm. No accountant's report on the financial
statements for the Corporation's fiscal years ended June 30, 2005 and 2004
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles. During the
Corporation's fiscal years ended June 30, 2005 and 2004 and the subsequent
interim periods through the date of Deloitte's dismissal, there were no
"disagreements" (as such term is used in Item 304 (a)(1)(iv) of Regulation S-
K) with Deloitte at any time regarding any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure
that, if not resolved to the satisfaction of Deloitte, would have caused it to
make reference to the subject matter of the disagreement in connection with
its reports. In addition, during the Corporation's fiscal years ended June
30, 2005 and 2004 and the subsequent interim periods through the date of
Deloitte's dismissal, no "reportable events" (as such term is defined in Item
304(a)(1)(v) of Regulation S-K) arose in the context the of the Corporation's
relationship with Deloitte.
During the periods described in the preceding paragraph prior to
engaging AP&M, the Corporation did not consult AP&M regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Corporation's financial statements, and AP&M did not provide either a
written report or oral advice to the Corporation that AP&M concluded was an
important factor considered by the Corporation in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a disagreement or a reportable event.
Fees
Audit Fees. The aggregate fees billed for professional services
rendered by AP&M for the audit of the Corporation's annual financial
statements for the fiscal year ended June 30, 2006 were $75,000. AP&M did not
render any audit services to the Corporation for the fiscal year ended June
30, 2005.
The aggregate fees billed for audit services rendered by Deloitte for
the fiscal years ended June 30, 2006 and June 30, 2005 were $45,000 and
$95,000, respectively. For the fiscal year ended June 30, 2006, these
services consisted of review of the Corporation's quarterly financial
statements. For the fiscal year ended June 20, 2005, these services consisted
of reviews of the Corporation's quarterly financial statements and audit of
the Corporation's annual financial statements.
Tax Fees. Neither AP&M nor Deloitte provided tax services to the
Corporation in fiscal year 2006. In the fiscal year ended June 30, 2005,
there were no fees billed by AP&M for tax services rendered to the
Corporation. In the fiscal year ended June 30, 2005, the aggregate fees
billed by Deloitte for tax services rendered to the Corporation were $2,265.
Such services consisted of research for tax planning.
Audit-Related Fees; All Other Fees. In the fiscal years ended June 30,
2006 and June 30, 2005, there were no other fees billed by AP&M or Deloitte
for professional services rendered to the Corporation.
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 Corporation's independent
registered public accounting firm is 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, 2006 with management, (2) received from the
independent registered public accounting firm in writing the matters required
to be communicated by Statement on Auditing Standards No. 61, (3) received the
written disclosures and the letter from the independent registered public
accounting firm required by the Independence Standards Board's Standard No. 1
and (4) discussed with the independent registered public accounting firm 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, 2006, for filing
with the Securities and Exchange Commission.
Submitted by the Board of Directors,
Frances D. Dewey
John H.D. Dewey
LTG James M. Link (USA Ret)
Nathaniel Roberts
John B. Rhodes
Ronald Tassello
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 6, 2007. If a stockholder
proposal is received by the Corporation after September 18, 2007, the persons
named as proxies in the form of proxy for the Corporation's 2007 Annual
Meeting of Stockholders will be entitled to exercise their discretionary
voting power with respect to such proposal.
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
November 3, 2006
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 6, 2006 at 10:00 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)
Frances D. Dewey, John H.D. Dewey, James M. Link,
John Rhodes, Nathaniel Roberts, Ronald Tassello
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)