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
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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:
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[ ] 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:
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(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 5, 2007 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
23, 2007 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 2, 2007
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 5, 2007. 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 2, 2007.
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, 2007, 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, 2007, 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, 2007
(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 424,555 (1) 31.17%
Hummingbird Management, LLC
460 Park Avenue
NY, NY 10022 109,863 (2) 8.07%
John H.D. Dewey 90,617 (3) 6.59%
LTG. James M. Link
(USA Retired) 1,000 *
Nathaniel Roberts 22,903 (4) 1.68%
John B. Rhodes 0 --
Ronald Tassello 0 --
Edward L. Proskey 15,010 (5) 1.10%
Stephen P. Krill 0 --
Dana P. Hollis 0 --
All Directors and Executive
Officers as a Group
(9 persons) 554,085 (6) 40.18%
* 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) 34,358 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)
7,100 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 21,428 shares owned of record by trusts for the benefit of
Mr. Roberts and/or his family members.
(5) Includes 5,000 shares issuable upon exercise of stock options
granted under the Corporation's 1998 Stock Option Plan.
(6) Includes 17,000 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, 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 80 Director of the Corporation 1955
(Chairperson of the Board
since June 14, 2002)
Secretary of the Corporation
John H.D.
Dewey 42 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) 65 Special Advisor, Teledyne 2001
Technologies Inc. (since
August 1, 2007)
President and Director
(retired August 1, 2007)
Teledyne Brown Engineering
Systems Engineering
Director, Superior Bank
Nathaniel
Roberts 40 President 1999
Managed Citrus, Inc.
Citrus Growers
John B.
Rhodes 51 Senior Advisor 2005
(since April 2007)
Renewable Energy Investments
Private Investments
Not-For-Profit Management
(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 50 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, 2007, the
Board of Directors held ten meetings (including telephonic meetings). On
September 14, 2006, the Board expanded the size of the Board from five to
six and elected Mr. Tassello as a director. (Mr. Tassello was re-elected
by the stockholders at the Corporation's annual meeting in December
2006.)
SEC rules require that the Corporation disclose whether members of
the Board of Directors are "independent", as that term is defined in
stock exchange 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.
The Board of Directors has the following committees: (1) Audit
Committee, (2) Executive Compensation Committee, (3) Stock Option
Committee and (4) Business Development Committee. The Board does not
have a nominating committee.
The Audit Committee is composed of Ronald Tassello (Chairman), John
Rhodes and James M. Link. Although the Corporation's shares do not trade
on Nasdaq, if the Nasdaq definition of "independence" were to apply, all
of the members of the Audit Committee would be "independent" directors
for these purposes. The Committee, which was formed in December 2006,
held four meetings during the last fiscal year. For additional
information regarding the Audit Committee, see "Independent Public
Accountants" below.
The Executive Compensation Committee is composed of Messrs.
Roberts, Link and Tassello. Although the Corporation's shares do not
trade on Nasdaq, if the Nasdaq definition of "independence" were to
apply, all of the members of the Executive Compensation Committee would
be "independent" directors for these purposes. The Committee held one
meeting during the last fiscal year. The Committee assists the Board in
meeting its responsibilities with regard to oversight and determination
of executive compensation. It reviews and makes recommendations to the
Board with respect to major compensation plans, policies and programs for
the Corporation. The CEO meets with, and discusses executive performance
with, the Committee. The Committee evaluates this information and takes
it into account in making recommendations to the entire Board for
approval. The Committee does not retain advisors. It does not have a
charter.
The Stock Option Committee is composed of Messrs. Rhodes and
Roberts. The Committee held one meeting during the last fiscal year.
The Committee administers the 1998 Stock Option Plan of the Corporation.
The Business Development Committee is composed of John H.D. Dewey
and General Link. The Committee assists in the identification and
pursuit of potential business opportunities for the Corporation.
During the fiscal year ended June 30, 2007, each director attended
at least 75% of the aggregate of (1) the total number of meetings of the
Board of Directors (held during the period for which he has been a
director) and (2) the total number of meetings held by all committees of
the Board on which he served (during the periods that he served).
Director Compensation
The following table sets forth the compensation paid to each non-
employee director of the Corporation for the fiscal year ended June 30,
2007:
Name of Director Fees Earned or Paid Total
in Cash
Frances D. Dewey $33,000 $33,000
James M. Link $29,600 $29,600
Nathaniel A. Roberts $5,600 $5,600
John B. Rhodes $5,600 $5,600
Ronald Tassello $5,600 $5,600
The Corporation's current policy regarding standard compensation of
directors is to pay $4,000 per annum plus $400 for each meeting attended
in person. No payments for services as a director or committee member
during fiscal year 2007 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 standard directors fees described above. In addition to the
standard directors fees, James M. Link was paid $24,000 for serving on
the Business Development Committee. 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.
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 51, who was elected Vice President,
Operations of the Corporation in June 1994 (this title was changed to
Senior Vice President, Operations in June 2003).
Dana P. Hollis, age 56, who was elected as Vice President, Business
Development/Program Management on in January 2007. Previously, from May
1985 to 2006, Mr. Hollis was employed by Smiths Aerospace, LLC, a systems
and avionics manufacturer, in various positions, including Senior Project
Engineering Manager and Senior Program Manager; and previous to that he
was the Senior Project Engineer - Engine Controls and Accessories at
United Technologies from October 1979 to April 1985.
Stephen P. Krill, age 55, who became an employee of the Corporation
in September 2005 and was elected Treasurer in December 2005.
Previously, from January 16, 2005, Mr. Krill provided financial
consulting services to the Corporation as an employee of Resources Global
Professionals, 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 fiscal year to (1) the
chief executive officer of the Corporation and (2) the other executive
officers of the Corporation.
Name and Fiscal Year
Principal Position ended June 30, Salary Bonus Total
John H.D. Dewey,
President/CEO 2007 $133,900 -- $133,900
Edward L. Proskey
Senior V.P.,
Operations 2007 $108,594 -- $108,594
Stephen P. Krill
Treasurer 2007 $124,800 -- $124,800
Dana P. Hollis (1)
V.P., Business
Development/Program
Management 2007 $58,616 $12,500 $71,116
(1) Mr. Hollis became an employee of the Corporation and was elected
Vice President, Business Development/Program Management in January 2007.
See "Executive Officers" above.
Stock Options
The Corporation did not grant any stock options to its executive
officers during the fiscal year ended June 30, 2007.
None of the executive officers of the Corporation for whom
information is provided in the "Summary Compensation Table" above
exercised any stock options during the Corporation's last fiscal year
(ended June 30, 2007). The following table sets forth, for each such
executive officer, the total number of securities underlying unexercised
options as of the end of the Corporation's last fiscal year (June 30,
2007).
Outstanding Equity Awards at 2007 Fiscal Year-End
Name of Option Number of Number of Option Option
Executive Grant Securities Securities Exercise Expiration
Date Underlying Underlying Price ($) Date
Unexercised Unexercised
Options (#) Options (#)
Exercisable Unexercisable
John H.D.
Dewey 12/11/02 12,000 0 $3.93 12/10/2012
Edward L.
Proskey 9/13/00 2,000 0 $1.625 9/12/2010
12/11/02 3,000 0 $3.93 12/10/2012
Stephen P.
Krill -- -- -- -- --
Dana P.
Hollis -- -- -- -- --
Retirement Benefits
The Corporation has a non-contributory pension plan for all active
employees, under which, in general, employees can receive an amount per
month equal to 0.8% multiplied by their years of service (up to a
maximum of 35 years of service) multiplied by 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. 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
(other than Mr. Hollis, who became an employee in December 2006) will
receive the monthly maximum amount of $850 at retirement, based upon
current compensation levels and assuming normal retirement at age 65.
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, 2007, 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, with the exception that Mr. Ronald Tassello
filed with the Securities and Exchange Commission, one day late, a form
reporting that he owned no shares of common stock at the time he became a
director of the Corporation.
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. The code is available at the Corporation's
website at www.deweyelectronics.com. 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 the
Audit Committee.
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 attended the December 2006
Annual 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.
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.
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 (include 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
meeting will be held in December 2008 (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 Board of Directors has
determined that Mr. Ronald Tassello, a member of the Audit Committee, is
the Corporation's "audit committee financial expert" as that term is
defined by SEC rules. Although the Corporation's shares do not trade on
Nasdaq, if the Nasdaq definition of "independence" were to apply, Mr.
Tassello would be an "independent" director for these purposes.
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-B) 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-B) 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 audit services rendered
by AP&M for the fiscal years ended June 30, 2007 and June 30, 2006 were
$120,000 and $87,000 respectively. For the fiscal year ended June 30,
2007, these services consisted of reviews of the Corporation's quarterly
financial statements and audit of the Corporation's annual financial
statements. For the fiscal year ended June 30, 2006, these services
consisted of the audit of the Corporation's annual financial statements.
Deloitte did not render any audit services to the Corporation for
the fiscal year ended June 30, 2007. The aggregate fees billed for audit
services rendered by Deloitte for the fiscal year ended June 30, 2006
were $45,000. These services consisted of review of the Corporation's
quarterly financial statements.
Tax Fees; Audit-Related Fees; All Other Fees. In the fiscal years
ended June 30, 2007 and June 30, 2006, there were no other fees billed by
AP&M or Deloitte for professional services rendered to the Corporation.
The Corporation's Audit Committee is responsible primarily to
assist the Board of Directors in fulfilling its responsibilities for
providing oversight of the Corporation's accounting and financial
reporting practices, as more fully described in its written charter
approved by the Board of Directors. The Audit Committee charter is
available on the Corporation's website, www.deweyelectronics.com.
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 responsibilities, the Audit Committee (1)
reviewed and discussed the audited financial statements of the
Corporation at and for the fiscal year ended June 30, 2007 with
management, (2) received the written disclosures and the letter from the
Corporation's independent registered public accounting firm required by
the Independence Standards Board Standard No. 1, as adopted by the Public
Company Accounting Oversight Board in Rule 3600T, and (3) discussed with
the independent registered public accounting firm the matters referred to
in Statement on Auditing Standards No. 61, as amended, as adopted by the
Public Company Accounting Oversight Board in Rule 3200T, and the
auditors' independence from the Corporation.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board of
Directors approved, that the Corporation's audited financial statements
be included in the Corporation's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2007, for filing with the Securities and
Exchange Commission.
Submitted by the Audit Committee,
Ronald Tassello, Chairman
LTG James M. Link (USA Ret)
John B. Rhodes
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 5, 2008. If a
stockholder proposal is received by the Corporation after September 18,
2008, the persons named as proxies in the form of proxy for the
Corporation's 2008 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 2, 2007
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 5, 2007 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)