Schedule 14A. (Rule 14a-101)
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
Name of Registrant as Specified In Its Charter:
Solitron Devices, Inc.
Name of Person(s) Filing Proxy Statement, if other than the
Registrant:
Furlong Fund LLC
Furlong Financial LLC
Daniel Rudewicz
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 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:
Preliminary Copy Subject to Completion
Dated February 22, 2013
Daniel Rudewicz
Furlong Financial, LLC
10 G Street, NE
Suite 710
Washington, DC 20002
Dear Fellow Stockholder:
Furlong Fund LLC, a private investment fund run
and operated by Daniel Rudewicz and Furlong
Financial, LLC, (Furlong Fund LLC, Furlong Financial
LLC, and Daniel Rudewicz being collectively
"Furlong"), beneficially owns 18,000 common voting
shares of Solitron Devices, Inc. (the "Company"),
thereby representing approximately .83% of the
Company. Furlong is seeking your support at the
annual meeting of stockholders to be held on
__________________ at _________________________ or
any adjournment or postponement thereof, at
______________________ ("Annual Meeting"). Furlong
is seeking your support for the following Proposals:
1. to elect the director nominees of Furlong,
Daniel Rudewicz and Benjamin Large ("Primary
Nominee(s)"), in opposition to two (2) of the
Company's nominees;
2. to approve an amendment to the Bylaws of the
Company, adding language that clarifies the
majority voting standard for director
elections;
3. to adopt a nonbinding resolution strongly
urging the Company's Board to immediately to
redeem any and all outstanding Rights (defined
in the proxy material) plans;
4. to approve an amendment to the Bylaws of the
Company to require stockholder approval in
order to authorize, establish, adopt, or amend
any rights plan, poison pill or similar plan;
5. to adopt a binding resolution that would repeal
any provision of the Bylaws in effect at the
time of the Annual Meeting that was not
included in the Bylaws as publicly filed with
the Securities and Exchange Commission prior to
January 14, 2013, and is inconsistent with any
of the proposals approved by the stockholders
at the Annual Meeting;
6. to approve an amendment to the Bylaws of the
Company ("Bylaws") to allow for greater
stockholder access to the Company's proxy
materials;
7. to approve an amendment to the Bylaws of the
Company, adding language that clarifies the
stockholders' right at the annual meeting or at
any other meeting at which directors are
elected to elect directors into newly created
directorships;
8. to approve an amendment to the Bylaws of the
Company to provide for an increase in the size
of the Company's Board of Directors ("Board")
to at least six (6) directors;
9. to elect additional director nominees of
Furlong, Steven L. Kiel, Derek J. Cash, and
Ryan Morris ("Secondary Nominee(s) and together
with Primary Nominees, "Director Nominee(s)"),
to fill the three (3) newly created
directorships resulting from the passage of
Proposal 8 or to fill any new directorships
created prior to or at the Annual Meeting; and
10. to transact any other business that may be
properly be raised at the Annual Meeting.
All of Furlong's Proposals listed above would
have immediate effect if passed by the stockholders
at the Annual Meeting.
The Board is currently composed of three (3)
Directors. All three (3) seats are up for re-
election at the Annual Meeting. Furlong is seeking
at least two (2) seats on the Company's Board of
Directors to ensure that the interests of the
Company's stockholders are properly represented.
Furlong is also seeking to expand the size of the
Board because it believes such expansion may provide
a larger diversity of opinions on the Board. If
Proposal 8, noted above, is passed and made effective
and the number of director seats increased there will
be an additional three (3) Board seats up for
election.
Furlong is simply seeking to maximize the value
of the Company's shares, a fiduciary obligation that
must be met by the Company's Board of Directors. If
the Board remains at three (3) seats and Furlong's
Primary Nominees are elected, they will constitute a
majority the Board. If the Board is expanded to six
(6) seats, through the passage of Proposal 8 or
otherwise, and Furlong's Primary Nominees and
Secondary Nominees are elected, Furlong's Director
Nominees will constitute a majority of the Board.
Based on the most recent 10-Q filed with the
Securities and Exchange Commission, Furlong estimates
that the Treasury bills and certificate of deposit
account on the balance sheet is worth approximately
$2.70 per share. While placing a priority on making
sure the Company stays within the ownership
limitations of Section 382 of the Internal Revenue
Code in order to preserve the ability of the Company
to use its Net Operating Loss Carryforwards,
Furlong's nominees if elected to the Board intend to
consider and evaluate all available methods to return
excess cash to shareholders.
Furlong is soliciting proxies to elect not only
its Director Nominees but also the candidates who
have been nominated by the Company, other than
______________________. This process gives
stockholders the ability to vote for the total number
of Directors up for election at the Annual Meeting.
The background and qualifications of the Company's
nominees, added to other information about them, can
be found in the Company's most recently filed 10-K
annual report, as filed with the Securities and
Exchange Commission.
Furlong urges you to consider carefully the
information contained in the attached Proxy Statement
and then support its efforts by signing, dating and
returning the enclosed BLUE proxy card today. The
attached Proxy Statement and the enclosed BLUE proxy
card are first being furnished or made available to
the stockholders on or about __________________,
2013. (Furlong intends to release the definitive
proxy material on or about March 4, 2013).
Do not sign the Company's _______________ proxy
card sent on or about February ______________. It is
imperative that you disregard all ____________ proxy
cards sent by the Company. If you have already voted
the _________________ proxy card furnished by the
Company, you may exercise your right to change your
vote by signing, dating and returning the enclosed
BLUE proxy card at a later date or by voting in
person at the Annual Meeting.
If you have questions or require assistance or
need additional copies of Furlong's proxy materials,
please contact Mr. Daniel Rudewicz, at the phone
number located below.
Sincerely,
Daniel Rudewicz, CFA
Furlong Financial, LLC
202-999-8854
ANNUAL MEETING OF STOCKHOLDERS
OF
SOLITRON DEVICES, INC.
PRELIMINARY PROXY STATEMENT OF FURLONG FUND LLC
TO VOTE PLEASE FOLLOW THE VOTING INSTRUCTIONS ON THE
ENCLOSED BLUE PROXY CARD.
This Proxy Statement and the enclosed BLUE proxy card
are being furnished or made available by Furlong Fund LLC
("Furlong"), upon the direction of Daniel Rudewicz and
Furlong Financial, LLC. Furlong is seeking your support
for the election of its Director Nominees (defined below)
to the Board of Directors ("Board") of Solitron Devices,
Inc. ("Company") and for the approval of its Proposals
listed below. Furlong is seeking your support at the
annual meeting of the stockholders to be held on
_____________________ at _________________________ local
time, or any adjournment or postponement thereof, at
__________________________ ("Annual Meeting"). This Proxy
Statement and the enclosed BLUE proxy card are first being
furnished or made available to the stockholders on or about
_______________, 2013. (Furlong intends to release the
definitive proxy material on or about February 22, 2013).
This Proxy Statement and the enclosed BLUE proxy card
are being furnished or made available to the stockholders
of the Company for the following purposes and in reference
to the following Proposals:
1. to elect the director nominees of Furlong, Daniel
Rudewicz and Benjamin Large ("Primary Nominee(s)"),
in opposition to two (2) of the Company's nominees;
2. to approve an amendment to the Bylaws of the Company
("Bylaws"), adding language that clarifies the
majority voting standard for director elections;
3. to adopt a nonbinding resolution strongly urging the
Company's Board to immediately to redeem any and all
outstanding Rights (defined in the proxy material)
plans;
4. to approve an amendment to the Bylaws of the Company
to require stockholder approval in order to
authorize, establish, adopt, or amend any rights
plan, poison pill or similar plan;
5. to adopt a binding resolution that would repeal any
provision of the Bylaws in effect at the time of the
Annual Meeting that was not included in the Bylaws as
publicly filed with the Securities and Exchange
Commission prior to January 14, 2013, and is
inconsistent with any of the proposals approved by
the stockholders at the Annual Meeting;
6. to approve an amendment to the Bylaws of the Company
("Bylaws") to allow for greater stockholder access
to the Company's proxy materials;
7. to approve an amendment to the Bylaws of the Company,
adding language that clarifies the stockholders'
right at the annual meeting or at any other meeting
at which directors are elected to elect directors
into newly created directorships;
8. to approve an amendment to the Bylaws of the Company
to provide for an increase in the size of the
Company's Board to at least six (6) directors;
9. to elect additional director nominees of Furlong,
Steven L. Kiel, Derek J. Cash, and Ryan Morris
("Secondary Nominee(s) and together with Primary
Nominees, "Director Nominee(s)"), to fill the three
(3) newly created directorships resulting from the
passage of Proposal 8 or to fill any new
directorships created prior to or at the Annual
Meeting; and
10. to transact any other business that may be properly
be raised at the Annual Meeting.
All of Furlong's Proposals listed above would have
immediate effect if passed by the stockholders at the
Annual Meeting.
The Company has set the record date for determining
stockholders entitled to notice of and to vote at the
Annual Meeting as the close of business on
______________________. The mailing address of the
principal executive office of the Company is 3301
Electronics Way, West Palm Beach, FL 33407. Stockholders
of record at the close of business on _______________are
entitled to vote at the annual meeting. According to the
publicly available information provided by the Company, as
of the record date, 2,177,832 shares of the Company's
common voting stock were issued ("Share(s)"), outstanding,
and entitled to vote at the Annual Meeting. As of the
record date, Furlong beneficially owns 18,000 Shares of the
Company's common voting stock, thereby representing
approximately .83% of the Company. Furlong intends to vote
such Shares (i) for the election of its Primary Nominees to
the Company's Board of Directors, (ii), for the election of
all Company nominees, other than_______________________,
(iii) to approve Proposals 2,3,4,5,6,7, and 8 listed in
these proxy materials, and (iv) conditioned on the approval
and effectiveness of Proposal 8 or other increase in the
size of the Board, for the elections of its Secondary
Nominees.
THIS SOLICITATION IS BEING MADE BY FURLONG, AT THE
DIRECTION OF FURLONG FINANCIAL LLC AND DANIEL RUDEWICZ, AND
NOT ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
FURLONG IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT
BEFORE THE ANNUAL MEETING OTHER THAN AS DESCRIBED HEREIN.
SHOULD OTHER MATTERS, WHICH FURLONG IS NOT AWARE OF A
REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE
THE ANNUAL MEETING, THE PERSON NAMED AS PROXY ON THE
ENCLOSED BLUE PROXY CARD WILL VOTE ON SUCH MATTERS IN HIS
DISCRETION.
FURLONG MAKES NO GUARANTEE THAT ITS NOMINEES, IF ELECTED,
WILL BE ABLE TO RETURN ANY EXCESS CASH TO SHAREHOLDERS, NOR
DOES FURLONG MAKE ANY GUARANTEE THAT ITS NOMINEES WILL BE
ABLE TO EFFECT ANY ACTION, PARTICULARLY IF FURLONG'S
NOMINEES CONSTITUTE ONLY A MINORITY OF THE BOARD AFTER THE
ANNUAL MEETING.
FURLONG URGES YOU TO SIGN, DATE AND RETURN THE BLUE PROXY
CARD IN FAVOR OF THE ELECTION OF FURLONG'S NOMINEES AND IN
FAVOR OF ITS PROPOSALS.
IF YOU HAVE ALREADY SENT A ______________PROXY CARD
FURNISHED BY THE COMPANY'S MANAGEMENT OR THE BOARD, YOU MAY
REVOKE THAT PROXY AND VOTE FOR EACH OF THE PROPOSALS
DESCRIBED IN THIS PROXY STATEMENT, INCLUDING THE ELECTION
OF FURLONG'S NOMINEES, BY SIGNING, DATING AND RETURNING THE
ENCLOSED BLUE PROXY CARD. THE LATEST DATED PROXY IS THE
ONLY ONE THAT COUNTS. ANY PROXY, INCLUDING THE ONE TO
FURLONG, MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL
MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A
LATER DATED PROXY FOR THE ANNUAL MEETING TO FURLONG, OR TO
THE SECRETARY OF THE COMPANY, OR BY VOTING IN PERSON AT THE
ANNUAL MEETING. IF YOU HOLD YOUR SHARES THROUGH A BANK,
BROKER OR OTHER CUSTODIAN, YOU MUST OBTAIN A LEGAL PROXY
FROM SUCH CUSTODIAN IN ORDER TO VOTE IN PERSON AT THE
ANNUAL MEETING.
Important Notice Regarding the Availability of Proxy
Materials
for the Annual Meeting.
This Proxy Statement and the enclosed BLUE proxy card are
available at
________________.com.
IMPORTANT
Your vote is important, no matter how many Shares you
own. Furlong urges you to sign, date, and return the
enclosed BLUE proxy card today to vote FOR the election of
its Director Nominees and FOR the amendment of the Bylaws.
* If your Shares are registered in your own name,
please sign and date the enclosed BLUE proxy card and
return it today to Furlong at the address listed
below. The BLUE proxy card may also be executed
electronically or by telephone by following the
instructions provided on the card.
* If your Shares are held in a brokerage account or
bank, you are considered the beneficial owner of the
Shares, and these proxy materials, together with the
Furlong's BLUE proxy card, are being forwarded to you
by your broker, bank, or trustee. As a beneficial
owner, you must instruct your broker, bank, trustee
or other representative how to vote. Other than
incidental items, your broker cannot vote your Shares
on your behalf without your instructions.
..
* Depending upon your broker or custodian, you may be
able to vote either by toll-free telephone or through
the internet.
Since only your latest dated proxy card will count,
Furlong urges you not to return any _______________ proxy
card you receive from the Company. Even if you return the
____________ proxy card marked "abstain" or "against" as a
protest against the incumbent directors, it will revoke any
proxy card you may have previously sent to Furlong.
Remember, you can vote for Furlong's Director Nominees only
on Furlong's BLUE proxy card, herein enclosed. Please make
certain that the latest dated proxy card you return is
Furlong's BLUE proxy card.
Please call Daniel Rudewicz if you need assistance in
voting Furlong's BLUE proxy card or if you have any
questions concerning this proxy statement:
Daniel Rudewicz
Furlong Financial, LLC
10 G Street, NE
Suite 710
Washington, DC 20002
202-999-8854
BACKGROUND OF THE SOLICITATION
From January, 2010 to November 2012 Daniel Rudewicz,
in his role as the Investment Advisor, Managing Member, and
beneficial owner of all investments belonging to Furlong
Financial and its related entities, including Furlong Fund
LLC and Furlong Samex (the predecessor entity to Furlong
Fund), purchased 18,000 shares of the Company.
On July 9, 2010 Mr. Rudewicz spoke with CEO Shevach
Saraf on the phone. During the conversation, Mr. Rudewicz
discussed several items with Mr. Saraf including
environmental liabilities and the Company's market
valuation at or near the value of its cash and treasury
accounts.
On January 13, 2013 Furlong Fund filed a Delaware
General Corporation Law ("DGLC") Section 211 motion ("211
Request" or "211 Matter") to compel an annual meeting in
the Delaware Chancery court because after almost three
years as a shareholder and having read various accounts of
other shareholders on financial websites, the Company still
has not had an annual meeting to elect directors in over
ten (10) years.
On January 14, 2013. Mr. Rudewicz as beneficial owner
of Furlong Fund's shares submitted a Rule 14a-8 shareholder
proposal to be included in the Company's proxy materials in
relation to the Annual Meeting.
On January 18, 2013 Counsel for the Company contacted
the counsel for Mr. Rudewicz responsible for filing the 211
Request and the parties briefly discussed the 211 Request.
On January 22, 2013. Mr. Rudewicz called Mr. Saraf.
Mr. Rudewicz left a message with Mr. Saraf's assistant to
have Mr. Saraf call Mr. Rudewicz back. Through a law firm,
Mr. Rudewicz submitted a DGCL Section 220 request ("220
Request") demanding books record, and documents for various
items.
On January 22, 2013 Mr. Rudewicz sent a copy of
Furlong's notice to the Company of Furlong's intent to
propose business at the Annual Meeting and nominate
directors for election at the Annual Meeting.
On January 24, 2013 Mr. Rudewicz's counsel
communicated an offer in order to resolve the 211 Matter
with the Company, however, no agreement was reached.
On January 25, 2013. Mr. Rudewicz received an email
from Mr. Saraf. The topic of the attached letter related to
requesting additional proof of ownership to comply with
Rule 14a-8 and the submission of stockholder proposal
thereunder.
On January 28, 2013. Mr. Rudewicz called Mr. Saraf
but Mr. Rudewicz only spoke with Mr. Saraf's assistant.
On January 29, 2013. The Company sent a response to
the 220 Request claiming that the demand had been rejected
because the Company's counsel claimed that there was not a
"credible basis" for the demand.
On February 5, 2013 Mr. Rudewicz provided an amended
notice to the Company of its intent to propose business at
the Annual Meeting, nominate directors for election, and to
solicit proxies from the stockholders of the Company.
On February 5, 2013, Mr. Rudewicz submitted a letter
to the Company noting that he would be withdrawing his
prior Rule 14a-8 stockholder proposal submitted on January
14, 2013. On the same date, the Mr. Rudewicz submitted a
new Rule 14a-8 stockholder proposal, which instructs the
Company's to include in its proxy material the same
resolution found at Proposal 2 of this Proxy Statement.
On February 11, 2013 Mr. Rudewicz, the Company, and
their respective legal counsels had a meeting concerning
the resolution of the pending litigation noted above and
concerning the resolution of this proxy solicitation. At
the request of the Company's counsel the specifics of the
discussion were to remain confidential.
On February 12, 2013 Mr. Rudewicz received an email
from Mr. Saraf. The attached letter stated that the Company
had received the amended notice.
As of February 21, 2013, no agreement to resolve the
significant matters of this solicitation has been reached
among the parties.
PROPOSAL 1
ELECTION OF FURLONG'S PRIMARY NOMINEES
The Board is currently composed of three (3)
Directors. Three (3) Director seats are up for election.
Furlong is seeking your support at the Annual Meeting to
elect its Primary Nominees, in opposition of two of the
Company's nominees, _____________________. Please note
that Furlong is seeking two (2) of the currently available
three (3) seats for its Primnary Nominees.
If elected, Furlong's Primary Nominees will represent
a majority of the members of the Board.
Furlong's Primary Nominees
Each Primary Nominee, as listed below, is independent
of the Company in accordance with the rules of the
Securities and Exchange Commission and Section 301 of the
Sarbanes-Oxley Act of 2002, as applicable to issuers listed
on a national securities exchange or in an inter-dealer
quotation system. Each Primary Nominee is committed to
exploring all alternatives to increase stockholder value.
If elected, the Primary Nominees are committed to acting in
the best interest of the Company's stockholders and will
pursue their efforts diligently and promptly. Furlong's
nominations were made in a timely manner and incident to
the notice sent to the Company on January 22, 2013, as
amended on February 5, 2013, as required by the Company's
Bylaws.
If the Primary Nominees are elected and take office
as Directors, they intend to discharge their duties as
Directors of the Company in compliance with all applicable
legal requirements, including the general fiduciary
obligations imposed upon corporate directors.
Below are the (1) names and ages; (2) present
principal occupation and employment; (3) material
occupations, positions, offices (if any), employments and
directorships (if any) for the past five years of the
Primary Nominees; and (4) the disclosure of any pending
proceeding (if any) in which the Primary Nominee is adverse
to the Company. Each of the Primary Nominees has consented
to serve as a Director of the Company and to be named in
this Proxy Statement as a Nominee.
Daniel Rudewicz, CFA (Age 29)
Present and Past Occupations and Directorships
Mr. Rudewicz has been the managing member of Furlong
Financial LLC, an investment advisory accompany, and the
portfolio manager of the Furlong Fund LLC, a private
investment fund, and its related entities, since 2008. Mr.
Rudewicz also currently serves as the Chairman of the
Furlong Foundation, a non-for-profit corporation founded in
2007. Prior to managing the Furlong Fund, Mr. Rudewicz
worked as an analyst at JPMorgan Investment Bank in 2008.
From 2005 to 2008, Mr. Rudewicz worked at Raymond James
Financial, a financial services company.
Education and Other Director Qualifications
Education: Mr. Rudewicz graduated with honors with a BA in
Economics from the University of Florida. He is currently
pursuing his Juris Doctorate at Georgetown University Law
Center. He is a CFA Charterholder.
Mr. Daniel Rudewicz's current business address is 10 G
Street NE, Suite 710, Washington, DC 20002. Mr. Rudewicz
is a citizen of the United States of America.
Pending Proceedings
Furlong, has initiated litigation against the Company to
compel the Company to hold an annual meeting. This
proceeding has
been filed in Delaware Court of Chancery, Docket for Case
#: 8212-VCL.
Benjamin Large (Age 34)
Present and Past Occupations and Directorships
Benjamin Large has over a decade of engineering experience
in the defense aerospace industry. From 2001-2011, Mr.
Large was a Senior System Engineer on satellite programs at
Northrop Grumman, where he was responsible for the design
and analysis of the communications systems. Mr. Large
worked on early stage advanced technology proposals that
lead to cutting edge new product designs. He was a lead
software developer of analytical modeling tools that were
used for early stage risk reduction and lowered
verification costs to allow for more competitive
bidding. He currently (2012 ? present) manages Nutmeg
Investments LLC, a private investment group.
Education and Other Director Qualifications
Education: Mr. Large has a M.S. in Electrical Engineering
from the University of Southern California and a B.S. in
Computer Engineering from Purdue University.
Mr. Benjamin Large's current business address is PO Box
2163, Manhattan Beach, CA 90267. Mr. Large is a citizen
of the United States of America.
The Primary Nominees will not receive any
compensation from Furlong for their role as Directors of
the Company. If Daniel Rudewicz is not elected to the
Board and the remaining Primary Nominee is elected, such
Primary Nominee will be responsible for the payment of the
legal costs incurred in connection with the preparation of
proxy materials. Otherwise, there are no arrangements or
understandings among any of Primary Nominees or any other
person or persons pursuant to which the nomination
described herein is to be made, other than the consent by
the Primary Nominees to be named in this Proxy Statement
and on the enclosed BLUE proxy card and to serve as a
Director of the Company if elected.
Furlong does not expect that its Primary Nominees
will be unable to stand for election, but, in the
unforeseen event any of the Primary Nominees are incapable
of serving or for good cause will not serve, the Shares
represented by the enclosed BLUE proxy card will be cast
for a substitute nominee, if the unforeseen eventuality is
not prohibited under the Bylaws and applicable legalities.
In addition, Furlong reserves the right to nominate a
substitute person if the Company makes or announces any
changes to its Bylaws or takes or verbalizes any other
action that has, or if consummated would have, disqualified
the Primary Nominee, to the extent this action is not
prohibited under the Bylaws and applicable law. In any
such case, the Shares represented by the enclosed BLUE
proxy card will be voted in favor of a substitute nominee,
including any Secondary Nominee.
Furlong reserves the right to nominate for election
additional person(s), including any Secondary Nominee, to
the extent that opting for this action is not prohibited
under the Bylaws and applicable law, if the Company
increases the size of the Board above its existing number,
or above its contemplated size at the conclusion of the
Annual Meeting, or enlarges the number of directors whose
terms expire at the Annual Meeting.
Additional nominations made pursuant to the preceding
sentence should be without prejudice to the position of
Furlong that any attempt by the Company to increase the
size of the Board, or to re-classify, reconstitute or
reconfigure the Board, would constitute unlawful
manipulation of the Company's corporate machinery.
FURLONG RECOMMENDS THAT YOU VOTE FOR ALL OF ITS PRIMNARY
NOMINEES ON THE ENCLOSED BLUE PROXY CARD.
REASONS FOR PROPOSAL 1:
As a stockholder of the Company, Furlong's primary
goal is to see stockholder value increased. If elected,
Furlong's Primary Nominees will work constructively with
the rest of the Board and to the best of their ability in
the effort to increase stockholder value. Furlong believes
its Primary Nominees will provide valuable insights to the
Board. Additionally, the Board, according to the Company's
most recent public filings with the Securities and Exchange
Commission ("Commission"), has not seen a change in
membership since 1996. All director terms have expired.
Based on the Company's publically filed documents, an
annual meeting for the election of directors, a right
secured under the applicable Delaware law for the
stockholders, has not been held in over ten (10) years.
Furlong, is seeking to allow the stockholders to exercise
their full voting rights through the solicitation of
proxies. Furlong's Primary Nominees are committed to
exercising their independent judgment and would seek to
work constructively with the other directors.
PROPOSAL 2
AMENDMENT TO THE BYLAWS, ADDING LANGUAGE THAT CLARIFIES THE
MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS
Furlong's proposed amendment was made in a timely
manner and incident to the notice sent to the Company on
January 22, 2013, as amended on February 5, 2013, as
required by the Company's Bylaws.
The proposed amendment is as follows:
"RESOLVED, pursuant to Article VIII of the Bylaws
(the "Bylaws") of Solitron Devices, the stockholders
amend Article II, Section 9, of the Bylaws by
inserting after the fourth sentence of Section 9 the
following language:
Each director shall be elected by the vote of a
majority of the votes cast with respect to the
director at any meeting at which a quorum is present;
provided, however, that if the number of directors
nominated at any such meeting exceeds the number of
directorships to be filled, the directors to fill
such directorships shall be elected by the vote of a
plurality of the shares represented in person or by
proxy at any such meeting and entitled to vote on the
election of directors. For the purposes of director
elections, a majority of votes cast shall mean the
number of votes 'for' a director must exceed the
number of votes 'withheld' from or voted 'against'
that director, with abstentions being excluded. If a
director is not elected by a majority of votes cast,
the director shall promptly tender his or her
resignation to the Board of Directors and the Board
of Directors shall decide whether to accept or reject
the resignation. The director who tenders his or her
resignation as a result of a failed election shall
not participate in the Board of Directors' decision
regarding whether to accept such resignation. Within
90 days of certification of the election results, the
Board of Directors shall act on its decision and
publicly disclose its decision and the rationale
behind it."
The potential positive effect of the amendment is
that it may raise the voting standard in uncontested
director elections.
Opponents of the amendment may argue that the
standards and procedures noted in the amendment are already
apparent from the face of the Bylaws.
You should carefully read the text of the proposed
amendment. Furlong will vote your proxy in support of the
amendment, if so instructed, in the form presented but
reserves the right to vote your proxy for any alternations
to the amendment, if such alternations are proposed at the
Annual Meeting. If passed, the amendment will be effective
immediately.
FURLONG RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2 ON THE
ENCLOSED BLUE PROXY CARD.
REASONS FOR PROPOSAL 2:
The Bylaws of the Company requires that any matter
brought before the annual meeting be decided by the vote of
the holders of a majority of the voting power of the issued
and outstanding stock present in person or by proxy and
entitled to vote on the matter, unless the Bylaws,
certificate of incorporation, or statutory law calls for a
different voting standing. The Bylaws do not prescribe a
separate voting standard for the election of directors.
Arguably, this majority voting standard applies to the
election of the directors. However, if the majority voting
standard listed in the Bylaws are not deemed to apply to
the election of directors, then directors would be elected
by a plurality vote. All of this is currently unclear.
The amendment clarifies these issues, requiring a majority
of votes cast in uncontested elections and a plurality vote
in the event of a contested director election.
Additionally, Furlong believes, in the event of a
uncontested election, requiring directors who receive more
"against" votes than "for" votes to tender his or her
resignation will give stockholders of the Company another
method to communicate their displeasure with any such
director.
PROPOSAL 3
NONBINDING RESOLUTION URGING THE BOARD TO REDEEM ANY AND
ALL OUTSTANDING RIGHTS
Furlong's proposed nonbinding resolution was made in
a timely manner and incident to the notice sent to the
Company January 22, 2013, as amended on February 5, 2013,
as required by the Company's Bylaws.
The proposed nonbinding resolution is as follows:
"RESOLVED, that the stockholders of the Solitron
Devices, Inc. ("Corporation") hereby strongly urge
the Board of Directors of the Corporation ("Board")
to immediately redeem (the "Redemption") any and all
outstanding Rights (as defined in the Rights
Agreement (as defined below)) issued pursuant to that
certain Rights Agreement, dated as of May 29,
2012, between the Corporation and Continental
Stock Transfer & Trust Company (the "Rights
Agreement") in accordance with Section 23 of the
Rights Agreement and to terminate the Rights
Agreement immediately thereafter; and be it
further
RESOLVED, that the stockholders of the
Corporation hereby strongly urge the Board to not
establish any conditions to the Redemption, other
than as specifically required by and set forth in the
Rights Agreement; and be it further
RESOLVED, that the stockholders of the Corporation
hereby strongly urge the Board to immediately order
the Redemption and give immediate public notice of
the Redemption."
Note that this resolution is not binding on the Board
and that regardless of whether the resolution is passed or
not passed, the Board may choose to ignore the
recommendation of the stockholders and take no action.
The potential positive effect of the resolution is
that although not binding, if passed, the resolution would
send a strong message to the Board that poison pills and
other anti-takeover mechanisms are not in the benefit of
the stockholders.
Opponents of the resolution may argue that poison-pills
and other anti-takeover devices are necessary to prohibit
abusive take-over practices.
You should carefully read the text of the proposed
nonbinding resolution. Furlong will vote your proxy in
support of the nonbinding resolution, if so instructed, in
the form presented but reserves the right to vote your
proxy for any alternations to the nonbinding resolution, if
such alternations are proposed at the annual meeting. If
passed, the Board is urged to take action immediately.
FURLONG RECOMMENDS THAT YOU VOTE FOR PROPOSAL 3 ON THE
ENCLOSED BLUE PROXY CARD.
REASONS FOR PROPOSAL 3:
Furlong has proposed, through sufficient and proper
notice to the Company as required under the Bylaws, a
resolution urging the Board to immediately redeem any and
all outstanding Rights (as defined in the Rights Agreement
(as defined below)) issued pursuant to that certain
Rights Agreement, dated as of May 29, 2012, between the
Company and Continental Stock Transfer & Trust Company (the
"Rights Agreement" or the "Poison Pill") in accordance
with Section 23 of the Rights Agreement and to
terminate the Rights Agreement immediately thereafter.
On May 29, 2012, the Board entered into a Rights
Agreement. The Rights Agreement represents a corporate
anti-takeover device, commonly known as a "poison pill."
The Rights may be exercisable when a person or group
acquires a beneficial interest of as little as 15% or more
of the Common Stock then outstanding if the Board chooses
to declare such person or entity an "Adverse Person."
Furlong is submitting this resolution because it
opposes the use of a non-shareholder approved Rights
Agreement to prevent a shareholder from acquiring more than
20% of the Company's shares outstanding or 15% of the
Company's shares outstanding if the Board deems the
shareholder an Adverse Person.
The Rights Agreement is fully described in the
Company's most 10-K annual report filed with the
("Commission") on May 29, 2012. The Rights Agreement, in
its complete form, has also been filed along with the
Company's 10-K annual report filed with the Commission on
May 29, 2012.
PROPOSAL 4
AMENDMENT TO THE BYLAWS, REQUIRING STOCKHOLDER APPROVAL IN
ORDER TO AUTHORIZE, ESTABLISH, ADOPT, OR AMEND ANY RIGHTS
PLAN, POISON PILL OR SIMILAR PLAN
Furlong's proposed amendment was made in a timely
manner and incident to the notice sent to the Company on
January 22, 2013, as amended on February 5, 2013, as
required by the Company's Bylaws.
The proposed amendment is as follows:
"RESOLVED, that the Bylaws ("Bylaws") of
Solitron Devices, Inc. ("Corporation") shall be
amended to add the following Article IX:
ARTICLE IX
POISON PILLS
(a) In addition to any affirmative vote of
stockholders required by any provision of law,
the restated certificate of incorporation of the
Corporation or these Bylaws, the Corporation
shall not authorize, establish, adopt, or amend
any Poison Pill (as defined in subsection (b) below)
without the affirmative vote of the holders of a
majority of the voting power of all of the then-
outstanding shares of capital stock of the
Corporation entitled to vote generally in the
election of directors, voting as a single class.
(b) For purposes of these Bylaws, a "Poison Pill"
shall mean any plan or arrangement of the sort
commonly referred to as a "rights plan" or
"stockholder rights plan" or "shareholder
rights plan" or "poison pill" that is designed to
prevent or make more difficult a hostile takeover of
the Corporation by increasing the cost to a
potential acquirer in such a takeover either through
the issuance of new rights, shares of common stock
or preferred stock or any other security or device
that may be issued to stockholders of the
Corporation other than ratably to all stockholders
of the corporation that carry severe redemption
provisions, favorable purchase provisions or
otherwise.
(c) Notwithstanding Article VIII of these Bylaws, no
provision of this Article IX may be amended,
modified, repealed or superseded without the
affirmative vote of the holders of a majority of the
voting power of all of the then-outstanding shares
of capital stock of the corporation entitled to vote
generally in the election of directors, voting as a
single class."
The potential positive effect of the amendment is
that it would give the stockholders a say in what anti-
takeover mechanism the Board decides to put in place,
allowing the stockholders to make a decision concerning
such measures.
Opponents of the amendment may argue that it
restricts the Board from putting in place certain defensive
strategies that it believes would protect against abusive
takeover tactics.
You should carefully read the text of the proposed
amendment. Furlong will vote your proxy in support of the
amendment, if so instructed, in the form presented but
reserves the right to vote your proxy for any alternations
to the amendment, if such alternations are proposed at the
Annual Meeting. If passed, the amendment will be effective
immediately.
FURLONG RECOMMENDS THAT YOU VOTE FOR PROPOSAL 4 ON THE
ENCLOSED BLUE PROXY CARD.
REASONS FOR PROPOSAL 4:
As noted above under Proposal 3, Furlong is
submitting this resolution because it opposes the use of
non-shareholder approved Rights Agreements.
PROPOSAL 5
A BINDING RESOLUTION THAT WOULD THAT WOULD REPEAL BYLAWS
THAT WOULD FRUSTRATE CERTAIN STOCKHOLDER RIGHTS
Furlong's proposed binding resolution was made in a
timely manner and incident to the notice sent to the
Company on January 22, 2013, as amended on February 5,
2013, as required by the Company's Bylaws.
The proposed binding resolution is as follows:
"RESOLVED, that any provision of the Bylaws
("Bylaws") of Solitron Devices, Inc. ("Corporation")
as of the effectiveness of this resolution that
was not included in the Bylaws of the Corporation as
publicly filed with the Securities and Exchange
Commission prior to January 14, 2013 and is
inconsistent with any of the proposals approved by
stockholders at this annual meeting of the
stockholders of Corporation be and hereby are
repealed."
The potential positive effect of this binding
resolution is that it may result in the repeal or amendment
of Bylaw provisions that may serve to alter, change, or
otherwise limit the rights of stockholders (including the
right to properly nominate, elect, and seek proxies for
stockholder nominees and other stockholder proposals)
without adequate notice.
Opponents of the binding resolution may argue that it
could have the effect of repealing one or more properly
adopted bylaw amendments that the Board believes are in the
best interest of the stockholders.
You should carefully read the text of the proposed
binding resolution. Furlong will vote your proxy in
support of the binding resolution, if so instructed, in the
form presented but reserves the right to vote your proxy
for any alternations to the binding resolution, if such
alternations are proposed at the Annual Meeting. If
passed, the binding resolution will be effective
immediately.
FURLONG RECOMMENDS THAT YOU VOTE FOR PROPOSAL 5 ON THE
ENCLOSED BLUE PROXY CARD.
REASONS FOR PROPOSAL 5:
Furlong is not currently aware of any provisions or
amendments of the Bylaws that would be repealed by the
adoption of this Proposal 5. However, it is possible that
prior to the date of the Annual Meeting, the Company's
Board will adopt provisions or amendments to the Bylaws
which could impede or frustrate the effectiveness of
Furlong's nomination of its Director Nominees or its other
Proposals, negatively impact its ability to solicit and/or
obtain proxies from stockholders, undermine the will of
stockholders expressed in those proxies, modify the
Company's corporate governance regime, or otherwise
adversely affect the rights of stockholders without
adequate notice.
PROPOSAL 6
AMENDMENT TO THE BYLAWS, PROVIDING FOR GREATER STOCKHOLDER
ACCESS TO THE COMPANY'S PROXY MATERIALS
Furlong's proposed amendment was made in a timely
manner and incident to the notice sent to the Company on
January 22, 2013, as amended on February 5, 2013, as
required by the Company's Bylaws.
The proposed amendment is as follows:
"RESOLVED, the Bylaws (the "Bylaws") of Solitron
Devices, Inc. (the "Corporation"), shall be amended
to add Section 13 of Article II:
Stockholder Access. The Corporation shall include in
its proxy materials for a meeting of stockholders the
name, together with the Disclosure and Statement
(both defined below), of any person nominated for
election to the Board of Directors by a stockholder
or group thereof that satisfies the requirements
below (the "Nominator"), and allow stockholders to
vote with respect to such nominee on the
Corporation's proxy card. Each Nominator may
nominate, for election at a meeting, the greater of
(a) one candidate or (b) 25% of the total number of
the Corporation's directors. To be eligible to make a
nomination, a Nominator must:
(i) have beneficially owned 5% or more of the
Corporation's outstanding common stock (the "Required
Shares") for at least one year;
(ii) provide written notice received by the Secretary
of the Corporation within the time period specified
in Section 12 of Article II of these Bylaws
containing (A) with respect to the nominee, the
information required by Section 12 of Article II of
these Bylaws (such information is referred to herein
as the "Disclosure"); and (B) with respect to the
Nominator, proof of ownership of the Required Shares;
and
(iii) execute an undertaking that the Nominator
agrees: (A) to assume all liability of any violation
of law or regulation arising out of the Nominator's
communications with stockholders, including the
Disclosure; and (B) to the extent the Nominator uses
soliciting material other than the Corporation's
proxy materials, such Nominator will comply with all
applicable laws and regulations.
The Nominator may furnish, at the time the
Disclosure is submitted to the Secretary of the
Corporation, a statement for inclusion in the
Corporation's proxy statement, not to exceed
500 words, in support of the nominee's
candidacy (the "Statement"). The Board of
Directors shall adopt a procedure for timely
resolving disputes over whether notice of a
nomination was timely given and whether the
Disclosure and Statement comply with this
Section, Section 12 of Article II, and any
applicable SEC rules.
Notwithstanding the foregoing, the total number of
directors elected at any meeting may include
candidates nominated under the procedures set forth
in this Section, however such nominees elected can
only represent the greater of (a) one director or (b)
25% of the total number of the Corporation's
directors."
The potential positive effects of this amendment are:
that upon meeting certain notice requirements, an eligible
stockholder can cause the Company or Board of Directors to
include in the Company's proxy statement information
relating to his or her director nominee; that the Company
or Board of Directors will also be required to include the
eligible stockholder nominee on its proxy card and solicit
proxies for the election of such nominee; and that allowing
such access to the Company's proxy materials may make it
both easier and cheaper for an eligible stockholder to run
his, her, or its nominees in opposition to nominees of the
Company.
Opponents of the amendment may argue that the Board's
nominating committee is sufficient for the purposes of
properly nominating candidates for inclusion on the
Company's proxy materials.
You should carefully read the text of the proposed
amendment. Furlong will vote your proxy in support of the
amendment, if so instructed, in the form presented but
reserves the right to vote your proxy for any alternations
to the amendment, if such alternations are proposed at the
Annual Meeting. If passed, the amendment will be effective
immediately.
FURLONG RECOMMENDS THAT YOU VOTE FOR PROPOSAL 6 ON THE
ENCLOSED BLUE PROXY CARD.
REASONS FOR PROPOSAL 6:
The amendment would add a new provision to the Bylaws
which would allow stockholders who have a certain level of
Share ownership in the Company, access to the Company's
proxy materials when trying to get a stockholder nominee
elected. Furlong believes the amendment would make it
easier and more cost effective to solicit proxies for
stockholder nominees. As a consequence Furlong believes
this would greatly increase the accountability of the
incumbent directors because it would be easier and cheaper
to solicit votes for a stockholder nominee running in
opposition to an incumbent director. Furlong believes that
such opposition would inspire incumbent directors to
greater performance.
PROPOSAL 7
AMENDMENT TO BYLAWS, ADDING LANGUAGE THAT CLARIFIES THE
POWER OF STOCKHOLDERS TO FILL NEWLY CREATED DIRECTORSHIPS
Furlong's proposed amendment was made in a timely
manner and incident to the notice sent to the Company on
January 22, 2013, as amended on February 5, 2013, as
required by the Company's Bylaws.
The proposed amendment is as follows:
"RESOLVED, the Bylaws (the "Bylaws") of Solitron
Devices, Inc. (the "Corporation"), shall be amended
to add Section 17 of Article III:
Power of Stockholders to Elect Directors to Newly
Created Directorships. Notwithstanding anything in
these Bylaws to the contrary, any new directorship
created as a result of an increase in the number of
directors constituting the whole Board may be filled
with a person elected by the stockholders and a
person so elected shall hold office until the next
annual meeting of the stockholders at which members
of such person's class of directors are elected. At
an annual meeting or any other meeting at which
directors are elected, the stockholders' power to
fill a new directorship as a result of an increase in
the number of directors shall supersede any such
power which the Board may possess."
The potentially positive effects of the amendment
are: that it clarifies the ability of stockholders to elect
directors to newly created directorships, and that it
clarifies the stockholder power to elect directors at the
annual meeting shall not be superseded by any power of the
Board to elect directors into newly created directorships.
Opponents of the amendment may argue that it is
unnecessary because powers conferred by the amendment are
already found in the Bylaws.
You should carefully read the text of the proposed
amendment. Furlong will vote your proxy in support of the
amendment, if so instructed, in the form presented but
reserves the right to vote your proxy for any alternations
to the amendment, if such alternations are proposed at the
Annual Meeting. If passed, the amendment will be effective
immediately.
FURLONG RECOMMENDS THAT YOU VOTE FOR PROPOSAL 7 ON THE
ENCLOSED BLUE PROXY CARD.
REASONS FOR PROPOSAL 7
Furlong is submitting this amendment because it feels
it is necessary to clarify that the power to fill newly
created director seats also resides with the stockholders,
as noted in the Bylaws and under applicable law. It also
feels that this amendment clarifies that stockholders have
the ultimate right to select directors, whether to newly
created directorships or otherwise, at the annual meeting
or any other meeting at which directors are elected, a
right already conferred upon the stockholders by the Bylaws
and applicable law. The amendment's goal is to clarify any
ambiguity that may be found in the Bylaws.
PROPOSAL NO. 8
AMENDMENT TO BYLAWS, INCREASING THE MINIMUM NUMBER OF
DIRECTOR SEATS TO SIX (6)
Furlong's proposed amendment was made in a timely
manner and incident to the notice sent to the Company on
January 22, 2013, as amended on February 5, 2013, as
required by the Company's Bylaws.
The proposed amendment is as follows:
RESOLVED, the Bylaws (the "Bylaws") of Solitron
Devices, Inc. ("Corporation") shall be amended to add
the following to Section 10 of Article III of the
Bylaws:
Notwithstanding the foregoing, the Board of Directors
of the Corporation shall consist of not less than six
directors."
The potentially positive effects of the amendment are
that the Board will now consist of at least six (6)
members, allowing for a greater range of opinions and ideas
concerning the long term success of the Company; and that
the increased Board size will also ensure that there are at
least two (2) directors in each class.
The opponents of the amendment may argue that the
amendment would be inconsistent with other provisions of
the Bylaws; and that the amendment cannot be deemed
effective unless the Company's Certificate of Incorporation
is also amended.
You should carefully read the text of the proposed
amendment. Furlong will vote your proxy in support of the
amendment, if so instructed, in the form presented but
reserves the right to vote your proxy for any alternations
to the amendment, if such alternations are proposed at the
Annual Meeting. If passed, the amendment will be effective
immediately.
FURLONG RECOMMENDS THAT YOU VOTE FOR PROPOSAL 8 ON THE
ENCLOSED BLUE PROXY CARD.
REASONS FOR PROPSOAL 8
In short, the amendment would increase the minimum
size of the Board to six (6) director seats. However, this
amendment does not set the Board size to a specific number.
The number of directors on the Board could be larger than
six (6) up to nine (9), but if passed and made effective,
the amendment will make sure the number of directors is not
less than six (6). If this amendment passes and is made
effective there will be a change in the composition of the
Board. Furlong believes that this increase in the size of
the Board may provide a larger diversity of opinions on the
Board. Furlong has no reason to believe that the number of
directors would exceed six (6) if the amendment is passed.
PROPOSAL NO. 9
ELECTION OF FURLONG'S SECONDARY NOMINEES
The Board is currently composed of three (3)
Directors. If the amendment noted at Proposal 8 above is
passed and made effective, the number of director seats up
for election will include an additional three (3) director
seats. Furlong is seeking your support at the Annual
Meeting to elect its Secondary Nominees to these newly
created director seats or fill any new directorships
otherwise created prior to or at the Annual Meeting. If
the above Proposal 8 is passed and made effective or the
number of director seats is otherwise increased to six (6),
please note that Furlong would be seeking five (5) of the
then available six (6) seats for its Director Nominees
(which includes both Primary and Secondary Nominees). If
elected, Furlong's Secondary Nominees and Primary Nominees
together will then represent a majority of the members of
the Board.
Furlong's Secondary Nominees
Each Secondary Nominee, as listed below, is
independent of the Company in accordance with the rules of
the Securities and Exchange Commission and Section 301 of
the Sarbanes-Oxley Act of 2002, as applicable to issuers
listed on a national securities exchange or in an inter-
dealer quotation system. Each Secondary Nominee is
committed to exploring all alternatives to increase
stockholder value.
If elected, the Secondary Nominees are committed to
acting in the best interest of the Company's stockholders
and will pursue their efforts diligently and promptly.
Furlong's nominations were made in a timely manner and
incident to the notice sent to the Company on January 22,
2013, as required by the Company's Bylaws.
The Secondary Nominees, if elected and together with
the Primary Nominees, will constitute a majority of the
Board. If the Secondary Nominees are elected and take
office as directors, they intend to discharge their duties
as directors of the Company in compliance with all
applicable legal requirements, including the general
fiduciary obligations imposed upon corporate directors.
Below are the (1) names and ages; (2) present
principal occupation and employment; (3) material
occupations, positions, offices (if any), employments and
directorships (if any) for the past five years of the
Secondary Nominees; and (4) the disclosure of any pending
proceeding (if any) in which the Secondary Nominee is
adverse to the Company. Each of the Secondary Nominees has
consented to serve as a Director of the Company and to be
named in this Proxy Statement as a Secondary Nominee.
Steven L. Kiel (Age 34)
Present and Past Occupations
Mr. Kiel has been the president of Arquitos Capital
Management, LLC, an investment advisory company, since 2009
and the portfolio manager of Arquitos Capital Partners, LP,
an investment partnership, since 2012. Mr. Kiel is also a
captain and judge advocate in the Army Reserves and a
veteran of Operation Iraqi Freedom. Prior to founding
Arquitos Capital Management, Mr. Kiel was a manager of
donor relations at The Heritage Foundation, a nationally
recognized public policy organization.
Education and Other Director Qualifications
Education: Mr. Kiel is a graduate of George Mason School of
Law and Illinois State University. He is a member of the
bar in Illinois and Washington, D.C.
Mr. Kiel's current business address is 4910 Sunset Lane,
Annandale, VA 22003. Mr. Kiel is a citizen of the United
States of America.
Derek J. Cash (Age 30)
Present and Past Occupations
Mr. Cash has been an Infantry Officer in the Marine Corp
reserves since 2007. Mr. Cash has served in Operation
Iraqi Freedom, Operation Enduring Freedom (Afghanistan),
and has supported host nation training in several countries
in Africa. Mr. Cash currently serves as a Captain and the
Assistant Operations Officer and Head Quarters Commander
for 3rdForce Reconnaissance Company, 4th Marine Division.
Education and Other Director Qualifications
Education: Mr. Cash is a graduate of Amherst College with a
B.A. in Psychology and Political Science. Mr. Cash is
currently in the Georgetown University Law Center part time
program and will also be completing the Expeditionary War
School distance program.
Mr. Cash's current address is 729 6th Street NE, Washington,
DC 20002. Mr. Cash is a citizen of the United States of
America.
Ryan Morris (Age 28)
Present and Past Occupations and Directorships
Ryan J. Morris is the Managing Partner of Meson Capital
Partners LLC ("Meson LLC"), a San Francisco-based
investment partnership, which he founded in February 2009.
Mr. Morris is currently Executive Chairman of the Board of
InfuSystem Holdings, Inc., (NYSE-MKT: INFU), a leading
supplier of infusion services to oncologists and other
outpatient treatment settings. Mr. Morris was recently
elected to the board of Lucas Energy, Inc. (NYSE-MKT: LEI),
an oil and gas company. In 2011, Mr. Morris served as a
member of the equity committee responsible for maximizing
value to the stockholders of HearUSA, Inc., a provider of
hearing aids and other hearing care. Prior to founding
Meson LLC, in July 2008 he co-founded VideoNote LLC, a
small and profitable educational software company with
customers including Cornell University and The World Bank,
and he continues to serve as its Chief Executive Officer.
Mr. Morris has a Bachelor's of Science and Masters of
Engineering degree in Operations Research & Information
Engineering from Cornell University, is a Chartered
Financial Analyst.
Education and Other Director Qualifications
Education: BSc., M.Eng Operations Research and Information
Engineering, Cornell University. He has passed all three
levels of the CFA Program.
Mr. Morris's current business address is 2687 California
St,, San Francisco, CA 94115. Mr. Morris is a citizen of
Canada.
The Secondary Nominees will not receive any
compensation from Furlong for their role as directors of
the Company. If Daniel Rudewicz is not elected to the
Board and anyone of the Secondary Nominees is elected, such
Secondary Nominees will be jointly and severably
responsible for the payment of the legal costs incurred in
connection with the preparation of proxy materials.
Otherwise, there are no arrangements or understandings
among any of Secondary Nominees or any other person or
persons pursuant to which the nomination described herein
is to be made, other than the consent by the Secondary
Nominees to be named in this Proxy Statement and on the
enclosed BLUE proxy card and to serve as a Director of the
Company if elected.
Furlong does not expect that its Secondary Nominees
will be unable to stand for election, but, in the
unforeseen event any of the Secondary Nominees are
incapable of serving or for good cause will not serve, the
Shares represented by the enclosed BLUE proxy card will be
cast for a substitute nominee, if the unforeseen
eventuality is not prohibited under the Bylaws and
applicable legalities. In addition, Furlong reserves the
right to nominate a substitute person if the Company makes
or announces any changes to its Bylaws or takes or
verbalizes any other action that has, or if consummated
would have, disqualified the Secondary Nominee, to the
extent this action is not prohibited under the Bylaws and
applicable law. In any such case, the Shares represented
by the enclosed BLUE proxy card will be voted in favor of a
substitute nominee, including any Primary Nominee.
Furlong reserves the right to nominate for election
additional person(s), including any Primary Nominee, to the
extent that opting for this action is not prohibited under
the Bylaws and applicable law, if the Company increases the
size of the Board above its existing number, or above its
contemplated size at the conclusion of the Annual Meeting,
or enlarges the number of Directors whose terms expire at
the Annual Meeting.
Additional nominations made pursuant to the preceding
sentence should be without prejudice to the position of
Furlong that any attempt by the Company to increase the
size of the Board, or to re-classify, reconstitute or
reconfigure the Board, would constitute unlawful
manipulation of the Company's corporate machinery.
FURLONG RECOMMENDS THAT YOU VOTE FOR ALL OF ITS SECONDARY
NOMINEES ON THE ENCLOSED BLUE PROXY CARD.
REASONS FOR PROPOSAL 9
If the amendment found at Proposal 8 is passed and
made effective or the number of directors seats is
otherwise increased to six (6), Furlong intends to nominate
for election at the Annual meeting it Secondary Nominees to
the three (3) newly created Board seats. As a stockholder
in the Company, Furlong has one major goal, to see
stockholder value increased. If elected, Furlong's
Secondary Nominees will work constructively with the rest
of the Board and to the best of their ability in the effort
to increase stockholder value. Furlong believes its
Secondary Nominees will provide valuable insights to the
Board. Additionally, the Board, according to the Company's
most recent public filings with the Commission, has not
seen a change in membership since 1996. All director terms
have expired. An annual meeting for the election of
directors, a right secured under the applicable Delaware
law for the stockholders, has not been held in over ten
(10) years. Furlong's Secondary Nominees are committed to
exercising their independent judgment and would seek to
work constructively with the other directors.
VOTING AND PROXY PROCEDURES
Only stockholders of record will be entitled to
notice of and to vote at the Annual Meeting. Each Share is
entitled to one vote. Stockholders who sell Shares before
the record date (or acquire them without voting rights
after the record date) may not vote such Shares.
Stockholders of record on the record date will retain their
voting rights in connection with the Annual Meeting even if
they sell their Shares after the record date. Based on
publicly available information, Furlong believes that the
only outstanding class of securities of the Company
entitled to vote at the Annual Meeting is the Shares. As
indicated in the Company's proxy materials sent on or about
___________________, the record date is the close of
business on __________________. According to the Company's
most recently filed 10-Q quarterly report there are
2,177,832 Shares of the Company's stock were issued,
outstanding and entitled to vote at the Annual Meeting.
Shares represented by properly executed BLUE proxy
cards will be voted at the Annual Meeting as marked and, in
the absence of specific instructions, will be voted FOR the
election of the Furlong's Director Nominees to the Board;
FOR the Company's nominees other than
______________________ FOR Proposals 2,3,4,5,6,7, and 8;
and in the discretion of the person named as proxy on all
other matters as may properly come before the Annual
Meeting.
According to the Company's proxy statement (not yet
filed or released) for the Annual Meeting, the current
Board intends to nominate __________________candidates for
election as directors at the Annual Meeting. This Proxy
Statement is soliciting proxies to elect not only Furlong's
Director Nominees, but also the Company's nominees other
than __________________. This gives stockholders who wish
to vote for Furlong's Director Nominees the ability to
exercise their full voting rights by allowing them to cast
votes for all the director seats up for election. The
background and qualifications of the Company's nominees and
other information about them, can be found in the Company's
most recently filed 10-K annual report. There is no
assurance that any of the Company's nominees will serve as
directors if Furlong's Director Nominees are elected.
Requirements as to Quorum and Broker Non-Votes
In order to constitute a quorum with respect to each
matter to be presented at the Annual Meeting, the majority
(over 50%) of the outstanding Shares entitled to vote must
be represented at the Annual Meeting, either in person or
proxy. If you vote or abstain from voting by using the
BLUE card, your Shares will be part of the quorum. Under
this solicitation, broker non-votes will count as Shares
that are present for the purpose of establishing a quorum.
However, Broker non-votes will not be counted as votes cast
in favor of or against or as abstentions in relation to the
election of directors or in relation to Proposals
2,3,4,5,6,7, or 8.
A "broker non-vote" is a proxy submitted by a bank,
broker or other custodian that does not indicate a vote or
an abstention from voting for some of the proposals because
the broker does not have or does not exercise discretionary
voting authority on certain types of proposals and has not
received instructions from its client as to how to vote on
those proposals.
Brokers cannot vote on their customers' behalf on
"non-routine" proposals. If you hold your Shares in
"street name" and do not provide voting instructions to
your bank, broker, or other custodian, your Shares will not
be voted on any proposal on which your broker does not have
or does not exercise discretionary authority to vote,
including any non-routine matter for which you do not
provide voting instructions. A broker non-vote on any of
the non-routine proposals presented at the Annual Meeting
will have no effect on the outcome of the proposal. The
election of directors and Proposals 2,3,4,5,6,7, and 8 are
non-routine matters.
Votes Required
Election of Directors: According to the Bylaws,
applicable Delaware law, and to the best of Furlong's
knowledge, there may be several voting standards applicable
to the election of directors.
If directors are elected prior to the passage and
effectiveness of Proposal 2:
Directors may be elected by a majority of the voting
power present and entitled to vote. This means that
in order for a director to win a seat he or she must
receive more FOR votes than the number of AGAINST
votes and ABSTENTIONS. A stockholder who ABSTAINS
with respect to the election of a director will have
the effect of casting a vote AGAINST the director
nominee; or
Directors may be elected by plurality vote. This
means that of all the directors nominated, including
both Furlong's Director Nominees and the Company's
nominees, the nominees receiving the highest number
of FOR votes will be elected into the then available
director seats. A stockholder who ABSTAINS with
respect to the election of a director or votes
AGAINST a director will have no effect on the
outcome.
If directors are elected after the passage and
effectiveness of Proposal 2:
Directors will be elected by a plurality vote. This
means that of all the directors nominated, including
both Furlong's Director Nominees and the Company's
nominees, the nominees receiving the highest number
of FOR votes will be elected into the then available
director seats. A stockholder who ABSTAINS votes
with respect to the election of a director or votes
AGAINST a director will have no effect on the
outcome.
Proposal 2: Amendment Adding Language that Clarifies
the Majority Voting Standard for Director Elections:
According to the Bylaws, applicable Delaware law, and to
the best of Furlong's knowledge, Proposal 2 requires a
majority of the voting power present and entitled to vote
in order to pass. This means that the number of votes FOR
the Proposal must exceed the number of votes AGAINST the
proposal and the number of ABSTENTIONS. A stockholder who
abstains with respect to the Proposal will have the effect
of casting a vote AGAINST the Proposal.
Proposal 3: A Nonbinding Resolution Strongly Urging
the Company's Board to Immediately Redeem any and all
Outstanding Rights plans. According to the Bylaws,
applicable Delaware law, and to the best of Furlong's
knowledge, Proposal 3 requires a majority of the voting
power present and entitled to vote in order to pass. This
means that the number of votes FOR the Proposal must exceed
the number of votes AGAINST the proposal and the number of
ABSTENTIONS. A stockholder who abstains with respect to
the Proposal will have the effect of casting a vote AGAINST
the Proposal.
Proposal 4: Amendment Requiring Stockholder Approval
in Order to Adopt Poison-Pills or other Rights Plans.
According to the Bylaws, applicable Delaware law, and to
the best of Furlong's knowledge, Proposal 4 requires a
majority of the voting power present and entitled to vote
in order to pass. This means that the number of votes FOR
the Proposal must exceed the number of votes AGAINST the
proposal and the number of ABSTENTIONS. A stockholder who
abstains with respect to the Proposal will have the effect
of casting a vote AGAINST the Proposal.
Proposal 5: A Binding Resolution to Repeal Certain
Non-Filled and Inconsistent Bylaw Provisions: According to
the Bylaws, applicable Delaware law, and to the best of
Furlong's knowledge, Proposal 5 requires a majority of the
voting power present in order to pass. This means that
the number of votes FOR the Proposal must exceed the number
of votes AGAINST the proposal and the number of
ABSTENTIONS. A stockholder who abstains with respect to
the Proposal will have the effect of casting a vote AGAINST
the Proposal.
Proposal 6: Amendment to Allow for Greater
Shareholder Access. According to the Bylaws, applicable
Delaware law, and to the best of Furlong's knowledge,
Proposal 6 requires a majority of the voting power present
and entitled to vote in order to pass. This means that
the number of votes FOR the Proposal must exceed the number
of votes AGAINST the proposal and the number of
ABSTENTIONS. A stockholder who abstains with respect to
the Proposal will have the effect of casting a vote AGAINST
the Proposal.
Proposal 7: Amendment Adding Language that Clarifies
the Stockholders' Right at the Annual Meeting or at any
Other Meetings at which Directors are Elected. According to
the Bylaws, applicable Delaware law, and to the best of
Furlong's knowledge, Proposal 6 requires a majority of the
voting power present and entitled to vote to pass. This
means that the number of votes FOR the Proposal must exceed
the number of votes AGAINST the proposal and the number of
ABSTENTIONS. A stockholder who abstains with respect to
the Proposal will have the effect of casting a vote AGAINST
the Proposal.
Proposal 8:* Amendment Increasing the Minimum Size of
the Board to Six (6). Proposal 8: Amendment Increasing the
Minimum Size of the Board to Six (6). According to the
Bylaws, applicable Delaware law, and to the best of
Furlong's knowledge, there may be two voting standards
applicable to Proposal 8:
If Proposal 8 is not deemed inconsistent with
existing Bylaws, it will require a majority of the
voting power present and entitled to vote in order to
pass. This means that the number of votes FOR the
Proposal must exceed the number of votes AGAINST the
proposal and the number of ABSTENTIONS. A
stockholder who abstains with respect to the Proposal
will have the effect of casting a vote AGAINST the
Proposal; or
If the Proposal is deemed to be inconsistent with
Section 2 of Article III of the Bylaws it will
require a vote of eight percent (80%) of the shares
entitled to vote in order to pass. This means that
80% of all of the Company's outstanding Shares which
are entitled to vote must vote FOR the Proposal.
*Proposal 8 may be deemed inconsistent with the
Certification of Incorporation of Company ("Certificate").
If the Proposal is deemed to be inconsistent with the
Certificate, the Certificate must be first amended in order
for Proposal 8 to be made effective. The Certificate can
only be amended up proper Board approval.
Revocation of Proxies
Stockholders of the Company may revoke their proxies
at any time by attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not
in and of itself constitute revocation of a proxy) or by
delivering a written notice of revocation. The delivery of
a subsequently dated proxy which is properly completed will
constitute a revocation of any earlier proxy. The
revocation may be delivered to Furlong Financial, LLC in
care of Daniel Rudewicz at the address located at the top
of this Proxy Statement or to the Secretary of the Company
Mr. Shevach Saraf, at 3301 Electronics Way, West Palm
Beach, FL 33407. Although a revocation is effective if
delivered to the Company, Furlong requests that either the
original or photostatic copies of all revocations be mailed
to Daniel Rudewicz at Furlong Financial, LLC at the address
at the top of this Proxy Statement so that Furlong will be
aware of all revocations and can more accurately determine
if and when proxies have been received from the holders of
record on the record date. Additionally, Furlong may use
this information to contact stockholders who have revoked
their proxies in order to solicit later dated proxies.
SOLICITATION OF PROXIES AND ASSOCIATED COSTS
The solicitation of proxies pursuant to this Proxy
Statement is being made by Furlong, at the direction of
Furlong Financial LLC and Daniel Rudewicz. Proxies may be
solicited by mail, facsimile, telephone, telegraph,
internet, in person and by advertisements.
Furlong has entered into an agreement with Hafelein
White, LLC, an Illinois based law firm, for legal services
in connection with this solicitation, for which Hafelein
White, LLC will receive a fee not to exceed $16,000,
together with reimbursement for its reasonable out-of-
pocket expenses. Hafelein White, LLC will not be soliciting
proxies on behalf of Furlong.
Furlong may enter into an agreement with
____________________. ______________ will be responsible
for mailing this Proxy Statement and the attached BLUE
proxy card to the stockholders specified by Furlong.
__________________ will receive a fee not to exceed
___________. ________________ will use approximately
_______________ employees in its mailing efforts. Furlong,
with the ministerial assistance of _______________, if
___________________ is retained, will solicit proxies from
individuals, brokers, banks, bank nominees and other
institutional holders. Furlong has requested banks,
brokerage houses and other custodians, nominees and
fiduciaries to forward all solicitation materials to the
beneficial owners of the Shares they hold of record.
Additionally, Furlong may reimburse these record holders
for their reasonable out-of-pocket expenses in so doing.
Subject to the arrangements listed under Proposal 1
and Proposal 9, the entire expense associated with the
solicitation of proxies is being borne by Furlong. The
entire estimated cost of this solicitation is
_____________________ . Furlong may choose to seek
reimbursement from the Company for all or some of the costs
associated with this solicitation. The question of
reimbursement will not be submitted to the vote of the
Company's security holders.
PARTCIPANT INFORMATION
The participants in this proxy solicitation are:
Furlong Financial LLC
Furlong Fund LLC ("Furlong")
Daniel Rudewicz
Benjamin Large
Steven L. Kiel
Derek J. Cash
Ryan Morris.
Furlong Financial LLC, Furlong Fund LLC, and Daniel
Rudewicz
Furlong Financial, LLC is a private investment
management company that operates Furlong as its sole
manager. Furlong is a private investment fund which is
comprised of a diverse portfolio of securities investments.
The principal business of Furlong is the buying and selling
of securities for investment purposes. The principal
business of Furlong Financial, LLC is serving as the
manager of Furlong.
The principal occupation of Daniel Rudewicz is
serving as the sole managing member of Furlong Financial,
LLC. The principal business address of Furlong Financial,
LLC, Furlong Fund LLC, and Daniel Rudewicz is 10 G Street,
NE Suite 710, Washington, DC 20002.
Benjamin Large
The principal occupation of Benjamin Large is manager
of Nutmeg Investments LLC, a private investment group. The
principal business address of Benjamin Large is P.O. Box
2163, Manhattan Beach, CA 90276.
Steven L. Kiel
The principal occupation of Steven L. Kiel is
president of Arquitos Capital Management LLC, an investment
advisory company. The principal business address of Steven
L. Kiel is 4910 Sunset Lane, Annandale, VA 22003.
Derek J. Cash
The principal occupation of Derek J. Cash is captain
and assistant operations officers and headquarters
commander for the 3rd Force Reconnaissance Company, 4th
Marine Division. The principal address of Derek J. Cash is
729 6th Street NE, Washington, DC 20002.
Ryan Morris
The principal occupation of Ryan Morris is managing
partner at Meson Capital Partners, LP, a private investment
management company. The principal business address of Ryan
Morris is 531 E. State St, Ithaca, NY, 14850.
Share Ownership of the Participants
No participant, other than Furlong, Furlong Financial
LLC, and Daniel Rudewicz own any Shares of the Company,
directly or indirectly.
Furlong beneficially and directly owns 18,000 shares
of the Company. As the sole manager of Furlong Fund,
Furlong Financial, LLC may be deemed to beneficially and
indirectly own the 18,000 shares beneficially owned by
Furlong Fund. Daniel Rudewicz, as the sole managing member
of Furlong Financial, LLC, may be deemed to beneficially
and indirectly own the 18,000 shares deemed to be
beneficially owned by Furlong Financial, LLC.
Other Interests, Transactions and Qualifications
Except as set forth in this Proxy Statement Furlong
is under the reasonable belief that: (i) during the past
10 years, no participant in this solicitation has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); (ii) no participant in
this solicitation beneficially, directly or indirectly,
owns any securities of the Company; (iii) no participant in
this solicitation owns any securities of the Company which
are owned of record but not beneficially; (iv) no
participant in this solicitation has purchased or sold any
securities of the Company during the past two years; (v) no
part of the purchase price or market value of the
securities of the Company owned by any participant in this
solicitation is represented by funds borrowed or otherwise
obtained for the purpose of acquiring or holding such
securities (vi) no participant in this solicitation is, or
within the past year was, a party to any contract,
arrangements or understandings with any person with respect
to any securities of the Company, including, but not
limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or
withholding of proxies; (vii) no associate of any
participant in this solicitation owns beneficially,
directly or indirectly, any securities of the Company;
(viii) no participant in this solicitation owns
beneficially, directly or indirectly, any securities of any
parent or subsidiary of the Company; (ix) no participant in
this solicitation or any of his or its associates was a
party to any transaction, or series of similar
transactions, since the beginning of the Company's last
fiscal year, or is a party to any currently proposed
transaction, or series of similar transactions, to which
the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $120,000; (x)
no participant in this solicitation or any of his or its
associates has any arrangement or understanding with any
person with respect to any future employment by the Company
or its affiliates, or with respect to any future
transactions to which the Company or any of its affiliates
will or may be a party; (xi) no participant in this
solicitation has a substantial interest, direct or
indirect, by securities holdings or otherwise in any matter
to be acted on at the Annual Meeting; (xii) no participant
in this solicitation holds any positions or offices with
the Company; (xiii) no participant in this solicitation has
a family relationship with any director, executive officer,
or person nominated or chosen by the Company to become a
director or executive officer and (xiv) no corporations or
organizations, with which any participant in this
solicitation has been employed in the past five years, is a
parent, subsidiary or other affiliate of the Company.
INFORMATION RELATING TO LARGE BENEFICICAL STOCKHOLDERS
The following Information was taken from the Company's
publicly filed reports, as filed with the Securities and
Exchange Commission since the filing of the Company's most
recent 10-K annual report (including the 10-K):
Share ownership of Stockholders holding 5% or more of
Company stock as of February 5, 2013. Unless noted below
each stockholder has sole voting and investment power with
respect to the Shares beneficially owned.
Name and Address Shares of Common Stock
Beneficially Owned
Number
Percentage
John Stayduhar 202,182 (1) 9.3%
C/O John Farina
1610 Forum Place #900
West Palm Beach, FL 33401
Alexander C. Toppan 183,972 (2) 8.4%
40 Spectacle Ridge Road
South Kent, CT 06785
James R. Schembs 170,768 (3) 7.8%
10853 8th Ave NW
Seattle, WA 98177
(1) As reported on the Company's most recent 10-K, this
number is based solely on a verbal representation from the
shareholder on May 16, 2012.
(2) As reported on the Company's most recent 10-K, this
number is based solely on the Schedule 13G/A filed with the
Commission on February 14, 2012.
(3) This number is based solely on the Schedule 13D/A filed
on December 12, 2012.
INFORMATION RELATING TO SHARES OWNED BY DIRECTORS AND
EXECUTIVE OFFICERS OF THE COMPANY AS A GROUP
The following Information was taken from the Company's
publicly filed reports, as filed with the Securities and
Exchange Commission since the filing of the Company's most
recent 10-K annual report (including the 10-K):
Share ownership of directors and executive officers of the
Company as of February 5, 2013. Unless noted below each
stockholder has sole voting and investment power with
respect to the Shares beneficially owned.
Directors and officers Shares of Common
Stock Beneficially Owned
Number Percent
Shevach Saraf* 650,415 (1)
29.87%
Joseph Schlig* 3,000 (1)
**
Dr. Jacob Davis* 11,000 (1)
**
All Directors and Executive 664,415
30.5%
Officers as a group (three persons)
*Director of the Company.
**Denotes less than one percent of class.
(1) Includes shares that may be acquired upon exercise of
options that are exercisable within sixty (60) days of May
20, 2012 in the following amounts: Mr. Saraf ? 432,260
shares; Mr. Schlig ? 3,000 shares; Dr. Davis ? 11,000
shares.
All directors and officers herein listed have reported an
address of 3301 Electronics Way, West Palm Beach, FL 33407
on the most recently filed 10-K annual report.
TRANSACTION IN SECURITIES OF SOLITRON DEVICES, INC.
DURING THE PAST TWO YEARS
Class of Security, Number of Securities Purchased/(Sold) by
Furlong Fund, Date of Purchase/Sale
Common Voting Stock 8,000 9/28/2012
Common Voting Stock 5,000 9/21/2012
Common Voting Stock 1,000 2/9/2010
Common Voting Stock 2,000 1/27/2010
Common Voting Stock 2,000 1/26/2010
OTHER MATTERS AND ADDITIONAL INFORMATION
Other Matters
Other than matters and proposals discussed above,
Furlong is not aware of any other matters to be considered
at the Annual Meeting. However, should other matters, of
which Furlong is not aware of a reasonable time before this
solicitation, be brought before the Annual Meeting, the
person named as proxy on the enclosed BLUE proxy card will
vote on such matters in his discretion.
Stockholder Proposals
The Company has not held an annual meeting in over
ten (10) years, and has not released a proxy statement in
relation to the Annual Meeting. Accordingly, Furlong does
not know the deadline for the submission of stockholder
proposals for inclusion with the Company's Proxy materials
in relation to the 2014 annual meeting.
According to the Company's Bylaws, in order to
properly present a proposal (including nominations for the
Board) at the annual meeting (whether or not to be included
in the Company's proxy materials), the Bylaws of the
company require advance notice of such proposal (including
the nomination of directors) to be sent to the Secretary of
the Company. In order to be timely, notice must be
delivered or mailed to and received at the principal
executive offices of the Company not less than thirty (30)
days prior to the date of the annual meeting. In the event
that less than forty (40) days' notice or prior public
disclosure of the date of the annual meeting is given or
made to stockholders, to be timely, a stockholder's notice
must be received not later than the close of business on
the tenth (10th) day following the day on which such notice
of the date of the annual meeting was mailed or such public
disclosure was made. The notice that you must provide
must include specific information concerning the proposal
(including the nomination of the directors). In the event
that a stockholder proposal intended to be presented for
action at an annual meeting is not received in a timely
manner, then the persons designated as proxies in the
proxies solicited by the board of directors in connection
with that Annual Meeting will be permitted to use their
discretionary voting authority with respect to the
proposal, whether or not the proposal is discussed in the
proxy statement for that annual meeting. Please see the
Company's Bylaws for further instruction.
Incorporation by Reference
FURLONG HAS OMITTED FROM THIS PROXY STATEMENT CERTAIN
DISCLOSURE THAT IS INCLUDED IN THE COMPANY'S MOST RECENTLY
FILED 10-K ANNUAL REPORT. THIS DISCLOSURE INCLUDES, AMONG
OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE
COMPANY'S DIRECTORS, INFORMATION CONCERNING EXECUTIVE
COMPENSATION, AND OTHER IMPORTANT INFORMATION.
FURLONG DOES NOT HAVE ANY KNOWLEDGE INDICATING THAT ANY
STATEMENT MADE BY FURLONG IN THESE PROXY MATERIALS IS
UNTRUE.
THE INFORMATION CONCERNING THE COMPANY CONTAINED IN THIS
PROXY STATEMENT HAS BEEN TAKEN FROM, OR IS BASED UPON,
PUBLICLY AVAILABLE INFORMATION.
IMPORTANT
Tell your Board what you think! Your vote is
important. No matter how many Shares you own, please give
Furlong your proxy FOR the election of Furlong's Nominees
and FOR Furlong's Proposals by:
* Signing the enclosed BLUE proxy card,
* Dating the enclosed BLUE proxy card, and
* Mailing the enclosed BLUE proxy card TODAY in the
envelope provided.
If any of your Shares are held in the name of a brokerage
firm, bank, bank nominee or other institution, only it can
vote such Shares and only upon receipt of your specific
instructions. Depending upon your broker or custodian, you
may be able to vote either by toll-free telephone or by the
internet.
Please refer to the enclosed BLUE proxy card for
instructions on how to vote electronically or by telephone.
You may also vote by signing, dating and returning the
enclosed BLUE proxy card.
Any document incorporated by reference herein and not
delivered to the stockholders will be delivered upon
request by the stockholder.
If you have any questions or require any additional
information concerning this Proxy Statement, please contact
Daniel Rudewicz at the information noted below:
Daniel Rudewicz
Furlong Financial, LLC
10 G Street, NE
Suite 710
Washington, DC 20002
202-999-8854
PRELIMINARY BLUE PROXY CARD
SOLITRON DEVICES, INC.
2013 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS BEING SOLICITED ON BEHALF OF:
FURLONG FUND LLC
FURLONG FINANCIAL LLC
AND
DANIEL RUDEWICZ
THE BOARD OF DIRECTORS OF SOLITRON DEVICES, INC. IS NOT
SOLICITING THIS PROXY
The undersigned appoints Daniel Rudewicz, as sole
managing member of Furlong Financial, LLC, attorney and
agent with full power of substitution to vote all shares of
common stock of Solitron Devices, Inc. (the "Company")
which the undersigned would be entitled to vote if
personally present at the 2013 annual meeting of
Shareholders of the Company scheduled to be held on
____________________ at _________________local time or any
adjournment or postponement thereof, at
_______________________ ("Annual Meeting").
The undersigned hereby revokes any other proxy or
proxies heretofore given to vote or act with respect to the
shares of common stock of the Company held by the
undersigned, and hereby ratifies and confirms all action
the herein named attorney and proxy, his substitutes, or
any of them may lawfully take by virtue hereof.
IF PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED
AND IN THE DISCRETION OF THE HEREIN NAMED ATTORNEY AND
PROXY OR HIS SUBSTITUTES WITH RESPECT TO ANY OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING THAT ARE
UNKNOWN TO FURLONG FUND ("FURLONG") A REASONABLE TIME
BEFORE THIS SOLICITATION.
IF YOU SIGN THIS BLUE PROXY CARD AND NO DIRECTION IS
INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE,
THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, 3,4,5,6,7,8,
AND 9.
This Proxy will be valid until the sooner of one year from
the date indicated on the reverse side or the completion of
the Annual Meeting.
PROXY CARD
VOTE BY MAIL, TELEPHONE, OR INTERNET.
Please complete, sign, date and return the proxy card in
the envelope provided. Alternatively, you may use you
control number and execute your proxy via telephone by
calling____________, or internet by accessing
______________com. The related proxy statement can be
accessed at ___________________.com.
[x] Please mark vote as in this example
1. ELECTION OF FURLONG'S PRIMARY NOMINEES
FURLONG RECOMMENDS A VOTE "FOR" IT'S PRIMARY NOMINEES IN
PROPOSAL 1
Furlong's Primary Nominees:
Daniel Rudewicz
Benjamin Large
[ ] FOR ALL PRIMARY NOMINEES
[ ] AGAINST ALL PRIMARY NOMINEES
[ ] ABSTAIN FROM VOTING FOR ALL PRIMARY NOMINEES
[ ] FOR ALL PRIMARY NOMINEES EXCEPT
Furlong intends to use this proxy to vote (i) "FOR"
Daniel Rudewicz and Benjamin Large, and (ii) "FOR" the
nominees of the Company other than ___________________.
Furlong is not seeking authority to vote for Company
nominees ____________________ and will not exercise any
such authority. The background and qualifications of the
candidates who have been nominated by the Company, and
other information about them, can be found in the Company's
proxy statement (not yet filed or released). There is no
assurance that any of the candidates nominated by the
Company will serve as directors if Furlong's Nominees are
elected.
Note: If you do not wish for your shares to be voted "FOR"
a particular nominee, mark the "FOR ALL PRIMARY NOMINEES
EXCEPT" box and write the name(s) of the nominee(s) you do
not support the on lines below and indicate whether your
shares should be voted against the nominee(s) or abstained
from voting for the nominee(s). Your shares will be voted
for the remaining nominee(s). You also may abstain from
voting for or vote against the nominees of the Company by
writing the name(s) of the nominee(s) below and indicating
whether your shares should be voted against the nominee(s)
or abstained from voting for the nominee(s). Please use
one line per nominee.
_________________________________ [ ] AGAINST [ ]
ABSTAIN
_________________________________ [ ] AGAINST [ ]
ABSTAIN
_________________________________ [ ] AGAINST [ ]
ABSTAIN
2. FURLONG'S PROPOSAL TO AMEND THE BYLAWS, CLARIFYING
THE MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS
For Against
Abstain
[ ] [ ] [ ]
FURLONG RECOMMENDS A VOTE "FOR" PROPOSAL 2
3. FURLONG'S NONBINDING RESOLUTION URGING THE BOARD TO
REDEEM ANY AND ALL OUTSTANDING RIGHTS
For Against
Abstain
[ ] [ ] [ ]
FURLONG RECOMMENDS A VOTE "FOR" PROPOSAL 3
4. FURLONG'S PROPOSAL TO AMEND THE BYLAWS, REQUIRING
STOCKHOLDER APPROVAL IN ORDER TO AUTHORIZE,
ESTABLISH, ADOPT, OR AMEND ANY RIGHTS PLAN, POISON
PILL OR SIMILAR PLAN
For Against
Abstain
[ ] [ ] [ ]
FURLONG RECOMMENDS A VOTE "FOR" PROPOSAL 4
5. FURLONG'S BINDING RESOLUTION THAT WOULD THAT WOULD
REPEAL BYLAWS THAT WOULD FRUSTRATE CERTAIN
STOCKHOLDER RIGHTS
For Against
Abstain
[ ] [ ] [ ]
FURLONG RECOMMENDS A VOTE "FOR" PROPOSAL 5
6. FURLONG'S PROPOSAL TO AMEND THE BYLAWS, PROVIDING FOR
GREATER STOCKHOLDER ACCESS TO THE COMPANY'S PROXY
MATERIALS
For Against
Abstain
[ ] [ ] [ ]
FURLONG RECOMMENDS A VOTE "FOR" PROPOSAL 6
7. FURLONG'S PROPOSAL TO AMEND THE BYLAWS, CLARIFYING
THE POWER OF STOCKHOLDERS TO FILL NEWLY CREATED
DIRECTORSHIPS
For Against
Abstain
[ ] [ ] [ ]
FURLONG RECOMMENDS A VOTE "FOR" PROPOSAL 7
8. FURLONG'S AMENDMENT TO BYLAWS, INCREASING THE MINIMUM
NUMBER OF DIRECTOR SEATS TO SIX (6)
For Against
Abstain
[ ] [ ] [ ]
FURLONG RECOMMENDS A VOTE "FOR" PROPOSAL 8
9. ELECTION OF FURLONG'S SECONDARY NOMINEES
FURLONG RECOMMENDS A VOTE "FOR" IT'S SECONDARY NOMINEES IN
PROPOSAL 9
Furlong's Secondary Nominees:
Steven L. Kiel
Derek J. Cash
Ryan Morris
[ ] FOR ALL SECONDARY NOMINEES
[ ] AGAINST ALL SECONDARY NOMINEES
[ ] ABSTAIN FROM VOTING FOR ALL SECONDARY NOMINEES
[ ] FOR ALL SECONDARY NOMINEES EXCEPT
Conditioned on the passage and effectiveness of
Proposal 8 or any other increase in the Board of Directors
prior to or at the Annual Meeting Furlong intends to use
this proxy to vote "FOR" Steven L. Kiel, Derek J. Cash, and
Ryan Morris.
Note: If you do not wish for your shares to be voted "FOR"
a particular nominee, mark the "FOR ALL PRIMARY NOMINEES
EXCEPT" box and write the name(s) of the nominee(s) you do
not support on the lines below and indicate whether your
shares should be voted against the nominee(s) or abstained
from voting for the nominee(s). Your shares will be voted
for the remaining nominee(s). Please use one line per
nominee.
_________________________________ [ ] AGAINST [ ]
ABSTAIN
_________________________________ [ ] AGAINST [ ]
ABSTAIN
_________________________________ [ ] AGAINST [ ]
ABSTAIN
Dated ____________________________, 2013
___________________________________________
(Name)
___________________________________________
(Signature)
___________________________________________
(Signature, if held jointly)
___________________________________________
(Title)
NOTE: WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD
EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC.
SHOULD INDICATE IN WHAT CAPACITY THEY ARE SIGNING. PLEASE
SIGN EXACTLY AS THE NAME APPEARS ON THIS PROXY.
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