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:
1
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 Thursday, December 9, 2010 at 10 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 22,
2010 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
JOHN H.D. DEWEY
Secretary
November 3, 2010
2
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 9, 2010. 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 3,2010.
The enclosed proxy is solicited by the Board of Directors 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 ofthe 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, 2010, 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 22, 2010 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, abstentions and any 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.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING TO BE HELD ON DECEMBER 9, 2010
The Corporation's proxy statement and Annual Report for the year ended
June 30, 2010 are available at http://www.cfpproxy.com/2919.
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, 2010 (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).
3
The address of each person who is a director or officer of the
Corporation is 27 Muller Road, Oakland, New Jersey 07436.
Number of Shares % of the
Name of Beneficial Owner Beneficially Owned Common Stock
John H.D. Dewey 453,072 (1) (3) 32.95%
Frederick R. Dewey
2835 Second St.,
Santa Monica, CA 90405 259,905 (2) (3) 19.08%
Hummingbird Management, LLC
145 East 57th St., NY, NY
10022 220,546 (4) 16.19%
LTG. James M. Link
(USA Retired) 1,000 *
Nathaniel Roberts 10,998 *
John B. Rhodes 0 --
Ronald Tassello 0 --
Edward L. Proskey 13,810 (5) 1.01%
Stephen P. Krill 800 (6) *
Dana P. Hollis 800 (7) *
All Directors and Executive
Officers as a Group (8 persons) 480,480 (8) 34.81%
* Less than 1%.
(1) Consists of (i) 150,059 shares of Common Stock owned directly
By John H. D. Dewey ("JHDD"), (ii) 12,800 shares of Common Stock
issuable upon exercise of stock options which are exercisable as
of or within 60 days after September 30, 2010, (iii) 97,258
shares of Common Stock owned directly by a trust for the
benefit of JHDD's sister, of which JHDD is the sole trustee,
(iv) 20,000 shares of Common Stock held in a custodial account
for JHDD's son who is a minor and (v) 172,955 shares of Common
Stock held by the Estate of Frances D. Dewey (the "Estate Shares").
The table does not include 4,000 shares issuable under stock
options which become exercisable on March 31, 2011.
(2) Based on Amendment #1 to Schedule 13G filed with the Securities
and Exchange Commission on September 4, 2009 by Frederick R. Dewey
("FRD"). Consists of (i) 86,950 shares of Common Stock owned directly
by FRD and (ii) theEstate Shares.
(3) On August 19, 2009, JHDD and his brother, FRD, were appointed
executors of the Estate of Frances D. Dewey by the Surrogate's Court
of New York County. In such capacity, they share beneficial ownership
of the Estate Shares.
(4) Based on a Form 3 filed with the Securities and Exchange
Commission on July 7, 2009 by Paul D. Sonkin, The Hummingbird
Value Fund, L.P., The Tarsier Nanocap Value Fund, LP, Hummingbird
Capital, LLC, and Hummingbird Management, LLC (the "Reporting
Persons"). The Form 3 provides that (a) 129,763 shares are owned
directly by The Hummingbird Value Fund, L.P. and (b) 90,783 shares
are owned directly by The Tarsier Nanocap Value Fund, LP. According
to the Form 3, (a) Paul D. Sonkin is the Managing Member of
(i) Hummingbird Capital, LLC, which is the general partner of The
Hummingbird Value Fund, L.P. and The Tarsier Nanocap Value Fund,
LP, and (ii) Hummingbird Management, LLC, which is the investment
manager to The Hummingbird Value Fund, L.P. and The Tarsier Nanocap
Value Fund, LP, and (b) the Reporting Persons are members of a
group for purposes of Section 13(d) of the Securities Exchange
Act of 1934.
4
(5) Includes 3,800 shares issuable upon exercise of stock options
which are exercisable as of or within 60 days after September 30,
2010. The table does not include 3,000 shares issuable under stock
options which become exercisable on March 31, 2011.
(6) Includes 800 shares issuable upon exercise of stock options
which are exercisable as of or within 60 days after September 30,
2010. The table does not include 3,000 shares issuable under stock
options which become exercisable on March 31, 2011.
(7) Includes 800 shares issuable upon exercise of stock options
which are exercisable as of or within 60 days after September 30,
2010. The table does not include 3,000 shares issuable under stock
options which become exercisable on March 31, 2011.
(8) Includes 18,200 shares issuable upon exercise of stock options
which are exercisable as of or within 60 days after September 30, 2010.
The table does not include 13,000 shares issuable under stock options
which become exercisable on March 31, 2011.
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 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. Following the death of
Frances D. Dewey on July 25, 2009, the Board of Directors reduced the
number of directors to five.
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 age, principal occupation during the past
five years and the name and principal business of any corporation or
organization in which such occupation is or was carried on, and the
period during which he has served as director.
5
Name Age Principal Occupation Director
During Past Five Years; Since
Other Directorships and
Positions With Corporation
John H.D.
Dewey 45 President, Chief Executive Officer and 1999
Secretary of the Corporation
(Secretary since September 23, 2009;
President and Chief Executive Officer
since December 4, 2002;
Acting Chief Executive Officer from
June 14, 2002 until December 4, 2002)
LTG James M.
Link (USA
Retired) 68 Retired since January 31, 2008 2001
Special Advisor, Teledyne Technologies
Inc. (until January 31, 2008)
President and Director,
Teledyne Brown Engineering
(retired August 1, 2007)
(Systems Engineering)
Director, Superior Bank
Nathaniel
Roberts 44 President 1999
Managed Citrus, Inc.
(Citrus Growers)
Chair-Elect, Economic Council
of Palm Beach County
John B.
Rhodes 54 Senior Advisor 2005
(from April 2007 through June 2010)
Good Energies, Inc.
(Renewable Energy 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
Hospital for Joint Diseases, New York City
Consultant
SPARC (Sickness Prevention Achieved
Through Regional Cooperation)
Ronald
Tassello, CPA 53 Chief Financial Officer 2006
(since December 2007)
Wolfson Casing Corporation
(Producers of Sausage Casings)
Chief Financial Officer(until December 2007)
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)
As indicated in the table above, each nominee for election to the Board
of Directors is currently serving as a member of the Board and is
standing for re-election. Mr. Dewey's experience as the Corporation's
President and Chief Executive Officer and, previously, as a management
consultant to technology and engineering clients, makes him a valuable
member of the Board. LTG Link's military and engineering background
and his experience in the defense industry makes him a valuable member
of the Board. Mr. Robert's business and executive management experience,
including experience with large property management, makes him a valuable
member of the Board. Mr. Rhodes' business and consulting experience
(including his former position as a Vice President of Booz Allen
Hamilton, Inc. advising aerospace and defense companies) makes him a
valuable member of the Board. Mr. Tassello's financial and accounting
experience and his service as a chief financial officer makes him a
valuable member of the Board.
During the Corporation's last fiscal year ended June 30, 2010, the Board
of Directors held seven meetings (including telephonic meetings).
6
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" for these purposes and John H.D. Dewey
(and Frances D. Dewey, who served on the Board of Directors prior to
her death on July 25, 2009) would not be "independent" 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"
for these purposes. The Committee 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" 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 did not retain advisors
in the last fiscal year. 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. 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
Stock Option Committee would be "independent" for these purposes.
The Committee administers the 1998 Stock Option Plan of the Corporation.
The Committee did not retain advisors in the last fiscal year. It
does not have a charter.
The Business Development Committee is composed of John H.D. Dewey and
LTG Link. The Committee assists in the identification and pursuit of
potential business opportunities for the Corporation.
During the fiscal year ended June 30, 2010, each incumbent 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, 2010:
Name of Director Fees Earned or Paid in Cash Total
Frances D. Dewey (1) $2,750 $2,750
James M. Link $29,200 $29,200
Nathaniel A. Roberts $4,800 $4,800
John B. Rhodes $4,400 $4,400
Ronald Tassello $5,200 $5,200
(1) Mrs. Dewey died on July 25, 2009.
7
The Corporation's current policy regarding standard compensation of
directors is to pay $4,000 per annum plus $400 for each Board meeting
attended in person. For the fiscal year ended June 30, 2010, no payments
for services as a director or committee member were made to John H.D.
Dewey (who received compensation as an officer of the Corporation). For
the fiscal year ended June 30, 2010, $2,750 was paid to Frances D. Dewey
as Chairperson of the Board, in lieu of the standard directors fees
described above. This amount represented the portion of her annual
compensation of $33,000 for the month of July 2009. 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 54, who was elected Vice President, Operations
of the Corporation in June 1994. He became Senior Vice President,
Operations in June 2003 and Senior Vice President in August 2008.
Dana P. Hollis, age 59, who was elected as Vice President, Business
Development/Program Management 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 58, 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 two fiscal years to
(1) the chief executive officer of the Corporation and (2) the three
most highly compensated executive officers of the Corporation other
than the chief executive officer.
Name and Fiscal Year Salary Bonus Option Total
Principal Position ended ($) ($) Awards ($)
June 30, ($)(1)(2)
John H.D. Dewey
President/CEO,
Secretary 2010 $157,703 -- 6,077 $163,780
2009 153,156 5,000 790 158,946
Edward L. Proskey
Senior V.P. 2010 125,692 3,500 4,988 134,180
2009 122,081 3,000 894 125,975
Stephen P. Krill
Treasurer 2010 133,023 -- 4,988 138,011
2009 127,140 2,000 894 130,034
Dana P. Hollis, V.P.,
Business Development/ 2010 128,671 12,000 4,988 145,659
Program Management 2009 126,346 30,000 894 157,240
(1) Reflects the grant date fair value of stock options, computed in
accordance with Financial Accounting Standards Board Accounting
Standards Codification 718 (excluding the estimated effect of any
forfeitures), granted in fiscal years ended June 30, 2010 and 2009
pursuant to the Corporation's 1998 Stock Option Plan (as amended).
This is the total amount the Corporation would expect to expense in
its financial statements over the vesting period of the options.
assumptions used in the calculation of such amounts are included in
Note 5 to the Corporation's audited financial statements for the
fiscal year ended June 30, 2010 included in the Corporation's Annual
Report on Form 10-K filed with the Securities and Exchange Commission
on September 27, 2010. Amounts reflected in this column may not
correspond to the actual value that will be received by the executive
from these awards. These options were granted on March 31, 2010 and
December 3, 2008 and become fully vested on March 31, 2011 and
December 3, 2009.
8
(2) During the fiscal year ended June 30, 2010, John Dewey was
granted an option to purchase 4,000 shares of Common Stock and each
other named executive officer was granted an option to purchase 3,000
shares of Common Stock. The exercise price and expiration date
of these options is shown in the "Outstanding Equity Awards at 2010
Fiscal Year-End" table below. During the fiscal year ended June
30, 2009, each named executive officer was granted an option to
purchase 800 shares of Common Stock. The exercise price and
expiration date of these options is shown in the "Outstanding
Equity Awards at 2010 Fiscal Year-End" table below.
Stock Options
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,
2010). 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, 2010).
Outstanding Equity Awards at 2010 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
(1) (2)
John H.D.
Dewey 12/11/02 12,000 0 3.93 12/10/12
12/3/08 800 0 1.76 12/2/13
3/31/10 0 4,000 2.47 3/30/15
Edward L.
Proskey 9/13/00 2,000 0 1.625 9/12/10
12/11/02 3,000 0 3.93 12/10/12
12/3/08 800 0 1.60 12/2/18
3/31/10 0 3,000 2.24 3/30/20
Dana P.
Hollis 12/3/08 800 0 1.60 12/2/18
3/31/10 0 3,000 2.24 3/30/20
Stephen P.
Krill 12/3/08 800 0 1.60 12/2/18
3/31/10 0 3,000 2.24 3/30/20
(1) Options granted on September 13, 2000 expired on September 12, 2010.
Options granted on December 11, 2002 vested and become exercisable as to
each named executive officer in two installments: 50% on December 11,
2003 and 50% on December 11, 2004. Options granted on December 3, 2008
vested and became exercisable on December 3, 2009.
(2) All of these options will vest and become exercisable on March 31, 2011.
Retirement Benefits
The Corporation has a non-contributory pension plan for substantially
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.
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.
9
Section 16(a) Beneficial Ownership Reporting Compliance
For the fiscal year ended June 30, 2010, 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,
directors and 10% shareholders were complied with.
Certain Corporate Governance Matters
Board Leadership Structure. The positions of Chairman of the
Board and Chief Executive Officer of the Corporation are currently
held by the same individual, John Dewey. The Board of Directors
does not have a lead independent director. The Board believes that,
in light of the Corporation's size, as well as the size of the Board,
this structure currently is the preferable leadership structure for
the Corporation.
Board Role in Risk Oversight. The Board of Directors as a whole has
ultimate oversight responsibility for the risk management process.
The risk oversight function is carried out both by the full Board and
by individual Board committees. The Audit Committee oversees risks
associated with financial and accounting matters, and the
Corporation's financial reporting and internal control systems.
On a regular basis the Board and its committees receive information
and reports from senior management (and, when appropriate, from
outside counsel and other advisors) in order to identify, evaluate
and take steps to manage and mitigate the risks associated with
the Corporation's strategic and business plans and operations.
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 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. The December 2009
Annual Meeting was attended by Messrs. Dewey and Roberts; Messrs.
Rhodes and Tassello and LTG Link did not attend.
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 does
not believe that there are any specific minimum qualifications,
qualities or skills that a Board-recommended nominee for election
to the Board of Directors must possess, and instead is of the view
that each candidate should be considered based on his or her
individual experience and other qualifications, as well as the
Corporation's circumstances. The Board does not have a diversity
policy for consideration of director candidates.
10
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 meeting will be held in December 2011 (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 "independent" for these
purposes.
INDEPENDENT PUBLIC ACCOUNTANTS
On August 16, 2010, the Corporation was notified that Amper,
Politziner and Mattia, LLP ("Amper"), the Corporation's independent
registered public\accounting firm, combined its practice with that
of Eisner LLP ("Eisner") and that the combined practice operates
under the name EisnerAmper LLP ("EisnerAmper"). The Audit Committee
of the Corporation's Board of Directors has amended the Corporation's
engagement of Amper to provide for EisnerAmper to serve as the
Corporation's independent registered public accounting firm
effective August 16, 2010. It is expected that a representative
of EisnerAmper 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.
The audit reports on the financial statements of the Corporation as
of and for the years ended June 30, 2009 and June 30, 2010 did not
contain an adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting
principles. During the Corporation's fiscal years ended June 30,
2009 and 2010 and the subsequent period through August 16, 2010,
there were (i) no disagreements (as such term is used in Item
304(a)(1)(iv) of Regulation S-K) between the Corporation and
Amper on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which
disagreement(s), if not resolved to the satisfaction of Amper,
would have caused Amper to make reference to the subject
matter of the disagreement(s) in connection with its report on
the Corporation's financial statements for such year or for any
subsequent reporting period and (ii) no reportable events within
the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
During the Corporation's fiscal years ended June 30, 2009 and
2010 and the subsequent period through August 16, 2010, the
Corporation did not consult with Eisner regarding any of the
matters set forth in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
Audit Fees. For the fiscal year ended June 30, 2010, the aggregate
fees billed for audit services rendered by Amper were $77,500.
These services consisted of reviews of the Corporation's quarterly
financial statements and (prior to the combination with Eisner
described above) the audit of the Corporation's financial statements
for the fiscal year ended June 30, 2010. Subsequent to the
combination of Eisner and Amper described above, EisnerAmper
billed the Corporation for an aggregate of $45,100 of audit fees
with respect to the audit of the Corporation's financial statements
for the fiscal year ended June 30, 2010.
11
For the fiscal year ended June 30, 2009, the aggregate fees billed
for audit services by Amper were $116,500. These services consisted
of reviews of the Corporation's quarterly financial statements and
the audit of the Corporation's annual financial statements for the
fiscal year ended June 30, 2009.
Tax Fees; Audit-Related Fees; All Other Fees. In the fiscal years
ended June 30, 2010 and June 30, 2009, there were no other fees
billed by Amper or EisnerAmper for professional services rendered
to the Corporation.
Report of Audit Committee
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, 2010 with management, (2)
received the written disclosures and the letter from the Corporation's
independent registered public accounting firm required by applicable
requirements of the Public Company Accounting Oversight Board regarding
the independent registered public accounting firm's communications
with the Audit Committee concerning independence, and (3) discussed with
the independent registered public accounting firm the matters required
to be discussed by Statement on Auditing Standards No. 61, as amended,
as adopted by the Public Company Accounting Oversight Board, and the
independent registered public accounting firm's independence from the
Corporation.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the Corporation's
audited financial statements be included in the Corporation's Annual
Report on Form 10-K for the fiscal year ended June 30, 2010, 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 not later than July 3, 2011 in order to be considered
for inclusion in the Corporation's proxy statement and form of proxy
relating to such meeting. If a stockholder proposal is received by the
Corporation after September 16, 2011, the persons named as proxies in
the form of proxy for the Corporation's 2011 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
JOHN H.D. DEWEY
Secretary
November 3, 2010
12
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 JOHN H.D. DEWEY and RONALD TASSELLO,
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 9, 2010 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)
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)