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SCHEDULE 14A
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 Commissions Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive
[ ] Soliciting Material Pursuant to ss.240.14a-12
CVD EQUIPMENT CORPORATION
(Name of Registrant as Specified in its Charter)
N/A
(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)(1) 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 of Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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CVD EQUIPMENT CORPORATION
1860 Smithtown Ave.
Ronkonkoma, New York 11779
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 8, 2004
Dear Stockholders:
The 2004 Annual Meeting of Stockholders of CVD Equipment Corporation will be
held at 10:30A.M., Eastern Daylight Savings Time on September 8, 2004 at the
Company's headquarters located at 1860 Smithtown Avenue, Ronkonkoma, New
York 11779, for the following purposes:
1. To elect a board of Directors to serve until the 2005 Annual Meeting
of Stockholders;
2. To ratify the appointment of Albrecht, Viggiano, Zureck & Co. as our
independent auditors and public accountants for 2004.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
All stockholders are invited to attend the meeting. Stockholders of record
at the close of business on July 14, 2004, the record date fixed by the
Board of Directors, are entitled to notice of and to vote at the meeting.
Whether or not you intend to be present at the meeting, please sign and date
the enclosed proxy and return it in the enclosed envelope.
The foregoing items of business are more fully described in the proxy
statement that is attached hereto and a part of this notice.
The Board of Directors unanimously recommends that you vote for all of the
proposals.
By Order of the Board of Directors
/s/ Leonard A. Rosenbaum
Leonard A. Rosenbaum
Chairman and Chief Executive Officer
_______________
Ronkonkoma, New York
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TABLE OF CONTENTS
Page
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Voting Procedures and Solicitation 4
Security Ownership of Certain Beneficial Owners and Management 6
Management 6
Executive Compensation 9
Section 16(a) Beneficial Ownership Reporting Compliance 10
Certain Relationships and Related Transactions 10
Proposal 1. Election of Directors 10
Proposal 2. Ratification of Auditors 11
Report of Audit Committee 12
Stockholder Proposals 12
Other Matters 12
Documents Included in this Proxy Statement 13
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CVD EQUIPMENT CORPORATION
1860 Smithtown Avenue
Ronkonkoma, New York 11779
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
September 8, 2004
INTRODUCTION
This proxy statement and the accompanying proxy is furnished in
connection with the solicitation by the Board of Directors of CVD
Equipment Corporation, a New York corporation (sometimes referred to
in this proxy statement as the Company or CVD), of proxies for use at
the 2004 Annual Meeting of Stockholders (Annual Meeting) to be held
at the Company's headquarters at 1860 Smithtown Avenue, Ronkonkoma,
New York 11779 at 10:30 A.M. Eastern Daylight Savings time, on
September 8, 2004, or at any adjournment or postponement thereof, for
the purpose set forth in this proxy statement and the accompanying
Notice of Annual Meeting of Stockholders. We intend to mail this
proxy statement and the accompanying proxy card on or about August 6,
2004 to all stockholders entitled to vote at the Annual Meeting. This
Annual report to Stockholders for the year ended December 31, 2003 is
being mailed with this proxy statement, but does not constitute a
part hereof.
PROCEDURES AND SOLICITATION
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting, please complete and
return the enclosed proxy card. Your prompt voting may save us the
expense of the following up with a second mailing. A return envelope
(postage paid if mailed in the United States) is enclosed for that
purpose.
METHODS OF VOTING
You may vote by signing and returning the enclosed proxy card or by
voting in person at the meeting. If you send in a proxy card, and
also attend the meeting in person, the proxy holders will vote your
shares as you instructed on your proxy card, unless you inform the
Secretary at the meeting that you wish to vote in person.
REVOKING A PROXY
You may revoke your proxy by:
o Signing and returning another proxy card at a later date;
o Sending written notice of revocation to the Secretary at our offices,
located at 1860 Smithtown Avenue, Ronkonkoma, NY 11779; or
o Informing the Secretary and voting in person at the meeting
To be effective, a later-dated proxy or written revocation must
arrive at our corporate offices before the start of the meeting.
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PROXY SOLICITATION
We are soliciting the enclosed proxy card on behalf of the Board of
Directors, and we will pay all costs of preparing, assembling and
mailing the proxy materials. In addition to mailing out proxy
materials, our directors, officers and employees may solicit proxies
by telephone or fax. We have requested brokers, banks and other
fiduciaries to forward proxy materials to the beneficial owners of
our stock. No additional compensation will be paid for such
solicitation.
HOW PROXY CARDS ARE VOTED
The proxy holders named on the proxy card are Leonard Rosenbaum, our
Chairman and Chief Executive Officer, and Glen R. Charles our Chief
Financial Officer and Secretary. The proxy holders will vote shares
according to the stockholder instructions on the proxy card. If a
signed proxy card does not contain instructions, then the proxy
holders will vote the shares FOR the election of the director
nominees listed on the card; FOR ratifying the appointment of
Albrecht, Viggiano, Zureck & Co., P.C. as our independent auditors
for the year ending December 31, 2004; and in their discretion, on
any other business that may properly come before the meeting.
QUORUM AND VOTES REQUIRED
A majority or the votes of outstanding shares of common stock
represented at the Annual Meeting in person or by proxy constitute a
quorum. Abstentions and broker non-votes will count towards the
quorum. A broker no-vote occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power for that particular
item, and has not received instructions from the beneficial owner.
Directors are elected by a plurality of votes cast, so the five
nominees receiving the most votes will be elected. Stockholders who
do not wish to vote for one or more of the individual nominees may
withhold authority as directed in the proxy card. Abstention and
broker non-votes will count neither for nor against election.
The proposal to ratify the appointment of the independent auditors
for the year ending December 31, 2004 requires the affirmative vote
of a majority of shares of common stock present or represented by
proxy at the Annual Meeting and entitled to vote on the matter. Only
votes for or against a proposal count. Abstentions and broker non-
votes count for quorum purposes but not for voting purposes. Broker
non-votes are not deemed to be present and represented and entitled
to vote, and therefore will have no effect on the outcome of the vote.
VOTING RIGHTS, SHARES OUTSTANDING AND VOTES PER SHARE
Holders of common stock at the close of business on the record date
of July 14, 2004 are entitled to vote at the meeting.
As of the close of business on June 15, 2004, there were 3,039,100
shares of common stock outstanding.
Each share of common stock is entitled to one vote.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 15, 2004, information
regarding the beneficial ownership of our common stock by (a) each
person who is known to us to be the owner of more than five percent
of our common stock, (b) each of our directors, (c) each of the named
executive officers, and (d) all directors and executive officers and
executive employees as a group.
Amounts and Nature of Percent of Class
Name of Beneficial Owner Beneficial Ownership (1) (%)
-------------------------- ------------------------ ------
Leonard A. Rosenbaum 1,307,950 (2) 43.0
Alan H. Temple Jr. 203,500 (3) 6.7
Martin J. Teitelbaum 33,500 (4) 1.1
Conrad Gunther 7,500 (5) 0.2
All directors and executive officers
and executive employees as a group
(four (4) persons) 1,552,450 51.1
(1) All of such shares are owned directly with sole voting and investment
power, unless otherwise noted below.
(2) Includes 7,500 shares of our common stock underlying exercisable
options which are currently exercisable options, but does not include
17,500 shares of common stock which are not currently exercisable.
(3) Includes an aggregate of 21,000 shares held by Mr. Temple's wife, as to
which he disclaims beneficial interest, 7,500 shares of our common
stock underlying exercisable options. Does not include 17,500 shares of
our common stock underlying options which are not currently
exercisable.
(4) Includes 2,000 shares held by Mr. Teitelbaum's wife and beneficial
ownership is therefore disclaimed by Mr. Teitelbaum and 7,500 shares of
our common stock underlying exercisable options. Does not include
17,500 shares of our common stock underlying options which are not
currently exercisable.
(5) Includes 7,500 shares of our common stock underlying exercisable
options. Does not include 17,500 shares of our common stock underlying
options which are not currently exercisable.
MANAGEMENT
Board of Directors
Our Certificate of Incorporation and Bylaws provide for our business
to be managed by or under the direction of the Board of Directors.
Under our Certificate of Incorporation and Bylaws, the number of
directors is fixed from time to time by the Board of Directors. The
Board of Directors currently consists of five members. Directors are
elected for a period of one year and thereafter serve, subject to the
bylaws, until the next annual meeting at which their successors are
duly elected by the stockholders.
Name Age Position(s) with the Company
--------------------- ----- -----------------------------------
Leonard A. Rosenbaum 58 Director, Chief Executive Officer,
President
Alan H. Temple Jr. 70 Director
Martin J. Teitelbaum 54 Director, Assistant Secretary
Conrad Gunther 57 Director
Bruce T. Swan 71 Director
Glen R. Charles 50 Chief Financial Officer, Secretary
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Leonard Rosenbaum
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Leonard Rosenbaum founded the Company in 1982 and has been its
President, Chief Executive Officer and a Director since that date.
From 1971 until the time of his affiliation with the Company in 1982,
Mr. Rosenbaum was President, Director and principal stockholder of
Nav-Tec Industries, a manufacturer of semiconductor processing
equipment similar to the type of equipment presently manufactured by
the Company. From 1966 to 1971, Mr. Rosenbaum was employed by a
division of General Instrument, a manufacturer of semiconductor
materials and equipment.
Alan H. Temple Jr.
------------------
Alan H. Temple Jr. has been the President of Harrison Homes Inc, a
building and consulting firm located in Pittsford, New York since
1977
Martin J. Teitelbaum
--------------------
Martin Teitelbaum is an attorney, who since 1988, has conducted his
own private practice, the Law Offices of Martin J. Teitelbaum. Prior
to establishing his own firm, from 1977 to 1987, Mr. Teitelbaum was a
partner in the law firm of Guberman and Teitelbaum. Mr. Teitelbaum
became a member of the Board of Directors for the Company in 1985.
From September, 1986 until December, 1986, he served as corporate
secretary and served again as corporate secretary from August, 1997
to February 1998. Since January, 1987 he has served as the assistant
secretary. Mr. Teitelbaum serves as general counsel to the Company.
Conrad Gunther
--------------
Conrad Gunther was elected to the Board of Directors at the annual
meeting in 2000. In January 2002, Mr. Gunther formed First City
Capital Corp. with his 50% partner. First City was organized as a
financial consulting firm providing loan and equity placement
services. There are no other employees in the Company and the firm
has yet to generate any revenue. In July 2000, Mr. Gunther formed E-
Billsolutions, Inc. to provide credit card processing to high-risk
merchants. These merchants are internet, mail order and telephone
order businesses selling products such as prepaid telephone cards,
sunlamps and coffee through "infomercials" or through inbound
telemarketing. They are unable to qualify for traditional credit card
processing. Mr. Gunther is the sole employee of E-Billsolutions,
Inc.. From 1995 until December 2000, Mr. Gunther was the managing
director at the Allied Group, an insurance brokerage firm. Prior to
that time, he was Executive Vice President of both North Fork Bank
and European American Bank. Mr. Gunther was also a Director of
Reliance Bancorp until its sale in 2000 to North Fork Bank.
Bruce T. Swan
-------------
Bruce Swan was appointed a member of the Board of Directors on
September 23, 2003. Mr. Swan has extensive banking, export and
international credit experience. Mr. Swan has held the positions of
Deputy Manager at Brown Brothers Harriman and Co., Assistant
Treasurer at Standard Brands Incorporated, Assistant Treasurer at
Monsanto Corporation, Vice President and Treasurer at AM
International Inc. and President and Founder of Export Acceptance
Company. Mr. Swan has served as an adjunct faculty member of New York
University's Stern School of Business Administration.
Glen R. Charles
---------------
Mr. Charles has been the Chief Financial Officer and Secretary of the
Company since January 2004. Prior to Mr. Charles employment with the
Company, he was the Director of Financial Reporting for Jennifer
Convertibles, Inc., a publicly held company traded on the American Stock
Exchange. Jennifer Convertibles, Inc. is the owner and licensor of the
largest group of sofabed specialty retail stores in the United States.
From 1994 to 2002, he
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was the Chief Financial Officer of Trans Global Services, Inc., a
publicly held Nasdaq traded company, providing temporary technical
services to the aerospace, aircraft, electronics and telecommunications
markets. Mr. Charles also had his own business in the private practice of
accounting.
THE BOARD AND ITS COMMITTEES
Committees and Meetings
Our directors are elected at the Annual Meeting of Stockholders and
hold office until their successors are elected and qualified. Our
officers are appointed by the Board of Directors and serve at the
pleasure of the Board of Directors. [We currently do not have a
nominating committee.]
The Board of Directors held 5 meetings during the 2003 fiscal year.
None of the directors attended fewer than 75% of the number of
meetings of the Board of Directors or any committee of which he is a
member held during the period in which he served as a director or
committee member, as applicable.
Compensation and Option Committee. The Board of Directors
serves as the Compensation and Option Committee. Leonard
Rosenbaum abstains from any matters involving his executive
compensation.
Audit Committee. The Board of Directors has a separately designated
standing Audit Committee that consists of Conrad Gunther, Alan H.
Temple Jr., Bruce T. Swan and Martin J. Teitelbaum. During the fiscal
year ended December 31, 2003, the Audit Committee held five meetings.
The Audit Committee is empowered to review the engagement of our
independent public accountants and the independence of the public
accounting firm. The Audit Committee also reviews the audit and non-
audit fees of the independent public accountants and the results of
their audit. Furthermore, the committee reviews the adequacy of our
internal control procedures, the structure of our financial
organization and the implementation of our financial and accounting
policies. Messrs. Gunther, Temple and Swan are "independent" as
defined in Section 121(B) of the American Stock Exchange original
listing requirements. The Board of Directors has adopted and amended
a written charter for the Audit Committee.
Audit Committee Financial Experts
Under new SEC rules, companies are required to disclose whether
their audit committees have an "audit committee financial
expert" as defined in Item 401(h) of Regulation S-K under the
Securities Exchange Act of 1934 and whether that expert is
"independent" as that term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Exchange Act. The Board of Directors has
determined that Conrad Gunther is an "audit committee financial
expert" and is also "independent".
Code of Ethics
A corporate code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions is in the process
of being prepared
Legal Proceedings
On September 24, 1999 the Company was named in a lawsuit filed by
Precisionflow Technologies, Inc., in the United States District for
the Northern District of New York. The nature of this legal
proceeding focused on a purported comment made by CVD's President
Leonard Rosenbaum concerning the intellectual property obtained in
the purchase of assets of Stainless Design Corporation. On November
10, 1999, the Company responded with a counterclaim for unauthorized
use of our intellectual property. It is legal counsel's belief that
the lawsuit
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against CVD is without merit as comments made by Leonard Rosenbaum
were truthful and that our counter-suit will be successful as CVD has
valid copyrights that were utilized without our authorization. The
plaintiff is seeking monetary damages and injunctive relief, however,
the Company considers its potential exposure to be negligible and
covered by insurance. Further, the claim against CVD does not assert
any ownership claim over our intellectual property. Therefore, we do
not anticipate any impact above the levels already being experienced.
The Company is also seeking monetary damages and injunctive relief in
its counter-suit. All pre-trial disclosure has been completed and the
case is currently pending decisions on motions and cross motions for
summary judgement. No trial date has been set.
In May 2002, the Company instituted a new action against
Precisionflow Technologies, Inc., in the United States District for
the Northern District of New York also seeking injunctive relief and
monetary damages based upon additional copyright violations. A motion
by Precisionflow Technologies, Inc. to dismiss this action has been
pending since June 2002.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth compensation paid for the years ending
December 31, 2003, 2002 and 2001, or such shorter period as such
employees were employed by us, to those persons who were either (a)
the chief executive officer as of December 31, 2003 or (b) one of our
four other most highly compensated executive officers or executive
employees as of December 31, 2003 whose total annual salary and other
compensation exceeded $100,000 (collectively with the Chief Executive
Officer, the "Named Executive Officers").
Annual Compensation Long -term Compensation
Awards Payouts
Securities
Name and principal Underlying
position Year Salary Bonus options/
--------------------- ---- ------- ------ -------------------------
$ $ #
(a) (b) (c) (g)
Leonard A. Rosenbaum 2003 165,645 15,000(1)
President and Chief 2002 165,478 20,000 0
Executive Officer 2001 170,434 0
________________
(1) On September 23, 2003, Mr. Rosenbaum was granted options to purchase
15,000 shares of our common stock at $1.40 per share.
The company is the owner of a life insurance policy on the life
of Leonard Rosenbaum in the amount of $2,000,000. The Company is
the sole beneficiary of said policy.
Aggregated Option Exercises in Last Year and Year End Option Values
The following table provides information regarding the exercise of
options by each of the named executive officers during the 2003 year.
In addition, this table includes the number of shares covered by both
exercisable and unexercisable stock options as of December 31, 2003
and the values of "in-the-money" options, which values represent the
positive spread between the exercise price of any such option and the
fiscal year-end value of the common stock.
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Number of Securities Value of Unexercised In-the
Underlying Unexercised Money Options at December
Options at December 31, 2003 ($) (1)
31, 2003 (%)
Shares Value
Acquired on Realized
Name Exercise ($) ($) Exercisable % Unexercisable % Exercisable Unexercisable
---------- ------------ -------- ----------- --- ------------- --- ----------- -------------
Leonard A.
Rosenbaum N/A N/A 7,500 3.8 17,500 10.3 0 0
(2),(3)
(1) The value of unexercised in-the-money options at fiscal year end
assumes a fair market value for our common stock of $1.30, the
closing sale price per share of our common stock as reported on
the American Stock Exchange on December 31, 2003, less the
exercise price of each option.
(2) Includes 10,000 options granted on August 1, 2003 at an exercise
price of $2.00 per share.
(3) Includes 15,000 options granted on September 23, 2003 at an
exercise price of $1.40 per share.
Director Compensation
Directors of the Company are not regularly compensated for being on
the Board of Directors. However, during the fiscal year ending
December 31, 2000, non-qualified options to purchase 10,000 shares of
the Company's common stock were issued to each of Messrs. Rosenbaum,
Temple, Teitelbaum and Gunther. These options were issued to the
directors on August 1, 2000 at a grant price equal to the then
current market price of $2.00. On September 23, 2003, non-qualified
options to purchase 15,000 shares of the Company's common stock were
issued to each of Messrs. Rosenbaum, Temple, Teitelbaum, Gunther and
Swan at a grant price equal to the then current market price of
$1.40. An option granted shall become exercisable in 25% installments
commencing one year from the anniversary of the date of grant.
Compensation Committee Interlocks and Insider Participation
The Board of Directors serves as the Compensation and Option
Committee. Leonard Rosenbaum abstains from any matters involving his
executive compensation. None of our officers or employees serves as a
member of the board of directors or compensation committee of any
entity that has one or more executive officers serving as a member of
our Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require us to
disclose late filings of reports of stock ownership and changes in
stock ownership by our directors, officers and ten percent
stockholders. To our knowledge, based solely on our review of (a) the
copies of such reports and amendments thereto furnished to us and (b)
written representations that no other reports were required, during
our fiscal year ended December 31, 2003, all of the filings for our
officers, directors and ten percent stockholders were made on a
timely basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2003, the Company incurred approximately $41,000 in legal fees
to Martin J. Teitelbaum, a director of the Company and principal
attorney for the law offices of Martin J. Teitelbaum.
PROPOSAL 1: ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION
At the time of the Annual Meeting, the Board of Directors will
consist of five incumbent members who are
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seeking to be elected at the meeting to serve until the next annual
meeting or special meeting of stockholders at which a new Board of
Directors is elected and until their successors shall have been
elected and qualified. It is intended that the accompanying proxy
will be voted in favor of the following persons to serve as
directors, unless the stockholder indicates to the contrary on the
proxy. Each of the nominees is currently one of our directors.
The board of Directors has nominated Leonard A. Rosenbaum, Alan H.
Temple Jr., Martin J. Teitelbaum, Conrad Gunther and Bruce T. Swan
for election as our directors.
Required Vote
The approval by a plurality of votes cast is required for the
election of directors, therefore the five nominees receiving the most
votes will be elected.
THE BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR"
THIS PROPOSAL 1 TO ELECT AS DIRECTORS THE FIVE NOMINEES PROPOSED BY
THE BOARD OF DIRECTORS IN THIS PROXY STATEMENT.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ALBRECHT, VIGGIANO, ZURECK
& CO., P.C.
We recommend voting FOR the ratification of the appointment of
Albrecht, Viggiano, Zureck & Co., P.C. ("AVZ"), as our independent
auditors and public accountants for the fiscal year ending December
31, 2004. AVZ served as our independent auditors for the fiscal years
ended December 31, 2003 and 2002. We have requested that a
representative of AVZ attend the meeting. The representative will
have an opportunity to make a statement, if he or she desires, and
will be available to respond to appropriate questions from
stockholders.
Audit and Non-Audit Fees
The following table presents fees for professional audit services
rendered by AVZ for the audit of our financial statements for the
years ended December 31, 2003 and 2002, and fees billed for other
services rendered by AVZ during these periods.
2003 2002
------------ ------------
Audit fees: (1) $57,000 $50,350
Audit related fees: (2) 3,675 4,710
Tax fees: (3) 3,000 3,000
------------ ------------
Total $63,675 $58,060
------------ ------------
(1) Audit fees consisted of audit work performed in the preparation
and review of our annual financial statements and review of
financial statements included in our quarterly reports filed with
the Securities and Exchange Commission.
(2) Audit related fees consisted principally of assistance in
connection with the interpretation of comment letters we received
from the SEC regarding our annual statement for the fiscal year
2002 and quarterly statements for March 31, 2003, June 30, 2003
and September 30, 2003.
(3) Tax fees consisted principally of tax preparation, compliance,
advisory and planning services.
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Our Audit Committee pre-approved the retention of Albrecht, Viggiano,
Zureck & Co., P.C. for audit and tax services. The auditor's fees are
arranged with management and annually summarized for the Audit
Committee's review and approval. All other permitted services require
specific pre-approval by the Audit Committee.
Report of the Audit Committee
We have reviewed and discussed the audited financial statements for
the year ended December 31, 2003 with the Company's management and
have discussed with Albrecht, Viggiano, Zureck & Co., P.C. the
matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees. In addition, we have
received from AVZ the written disclosures and the letter required by
the Independence Standards Board Standard No. 1, Independence
discussions with Audit Committees, and we have discussed with AVZ
their independence.
Based on these reviews and discussions, we recommended to the Board
of Directors that the audited financial statements be included in our
Annual Report on form 10-K for the year ended December 31, 2003.
THE AUDIT COMMITTEE
Conrad Gunther, Alan H. Temple Jr., Martin J. Teitelbaum and Bruce T. Swan
Required Vote
The approval of a majority of the shares present in person or
represented by proxy and entitled to vote, assuming a quorum, at the
Annual Meeting, is required for ratification of the appointment of
independent auditors and public accountants.
THE BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR"
THIS PROPOSAL 2 TO RATIFY THE APPOINTMENT OF ALBRECHT, VIGGIANO,
ZURECK & Co., P.C. AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004.
DEADLINE FOR STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Stockholder proposals intended to be considered for inclusion in the
proxy statement for presentation at our 2005 Annual Meeting of
Stockholders must be received at our offices at 1860 Smithtown
Avenue, Ronkonkoma, New York 11779, no later than December 31, 2004,
for inclusion in our proxy statement and form of proxy relating to
such meeting. All proposals must comply with applicable SEC rules and
regulations. If we do not receive notice of any manner to be
considered for presentation at the Annual Meeting, management proxies
may offer discretionary authority to vote on matters presented at the
Annual Meeting by a stockholder in accordance with Rule 14a-4 under
the Securities Exchange Act of 1934.
For any proposal that is not submitted for inclusion in next year's
proxy statement (as described in the preceding paragraph) but is
instead sought to be presented directly at next year's annual
meeting, Security and Exchange Commission rules permit proxies to be
voted at the discretion of management if (a) we receive notice of the
proposal before the close of business on March 15, 2005 and advise
stockholders in next year's proxy statement about the nature of the
matter and how management intends to vote on such matter, or (b) we
do not receive notice of the proposal prior to the close of business
on March 15, 2005.
OTHER MATTERS
The Board is not aware of any other matter other than those set forth
in this proxy statement that will be presented for action at the
Annual Meeting. If other matters properly come before the Annual
Meeting, the persons named as proxies intend to vote the shares they
represent in accordance with their best judgement in the interest of
CVD Equipment Corporation.
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DOCUMENTS INCLUDED WITH THIS PROXY STATEMENT
WE ARE PROVIDING HEREWITH, A COPY OF OUR ANNUAL REPORT ON FORM 10-
KSB, WITHOUT EXHIBITS, FOR THE YEAR ENDED DECEBMER 31, 2003,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES FILED THEREWITH. IF
ANY PERSON RECEIVES THIS PROXY WITHOUT THE FOREGOING DOCUMENTS, THE
COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, UPON A WRITTEN OR ORAL
REQUEST OF SUCH PERSON AND BY FIRST CLASS MAIL OR OTHER EQUALLY
PROMPT MEANS WITHIN ONE BUSINESS DAY OF RECEIPT OF SUCH REQUEST, A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 2003, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
FILED THEREWITH. WRITTEN REQUESTS FOR SUCH REPORTS SHOULD BE
ADDRESSED TO THE OFFICE OF THE SECRETARY, CVD EQUIPMENT CORPORATION,
1860 SMITHTOWN AVENUE, RONKONKOMA, NEW YORK 11779, AND THE COMPANY''
TELEPHONE NUMBER AT SUCH OFFICE IS (631) 981-7081.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE.
By Order of the Board of Directors
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CVD EQUIPMENT CORPORATION
Annual Meeting of Stockholders
September 8, 2004
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of CVD Equipment Corporation ("Company")
hereby constitutes and appoints Leonard A. Rosenbaum and Glen R.
Charles, and each of them, his true and lawful attorneys and proxies,
with full power of substitution in and for each of them, to vote all
shares of the Company which the undersigned is entitled to vote at
the Annual Meeting of Stockholders to be held at the Company's
headquarters located at 1860 Smithtown Avenue, Ronkonkoma, New York
11779 at 10:30 A.M., Eastern Daylight Savings Time, on September 8,
2004 or at any postponement or adjournment thereof, on any and all of
the proposals contained in the Notice of the Annual Meeting of
Stockholders, with all the powers the undersigned would possess if
present personally at said meeting, or at any postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
Please Detach and Mail in the Envelope Provided
[X] Please mark your votes
as in this example using
dark ink only.
1. To elect a Board of Directors to serve until the 2005 Annual Meeting of
Stockholders:
FOR [ ] WITHHOLD [ ] Nominees:
all nominees AUTHORITY Leonard A. Rosenbaum
listed at right to vote for all Martin J. Teitelbaum
(except as marked nominees listed at right Alan H. Temple Jr.
to the contrary above) Conrad J. Gunther
Bruce T. Swan
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
draw a line through the name of the nominee(s) above.
2. To ratify the appointment of Albrecht, Viggiano, Zureck & Co. as our
independent auditors and public accountants for 2004.
FOR AGAINST ABSAIN
[ ] [ ] [ ]
3. To transact such other business as may properly come before the meeting
or any adjournment thereof, all as set out in the Notice and Proxy
Statement relating to the meeting, receipt of which are hereby
acknowledged.
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Please sign exactly as your name appears and return this proxy
immediately in the enclosed stamped self-addressed envelope.
Signature(s) ____________________ Signature _____________________
Dated: _________________
NOTE: Please mark, date and sign exactly as name(s) appear on this proxy
and return the proxy card promptly using the enclosed envelope. If
the signer is a corporation, please sign full corporate name by
duly authorized officer. Executives, administrators, trustees,
etc. should state full title or capacity. Joint owners should each
sign.