SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant {X}
Filed by a party other than the registrant { }
Check the appropriate box:
{ } Preliminary proxy statement
{X} Definitive proxy statement
{ } Definitive additional materials
{ } Soliciting material under Rule 14a-12
{ } Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2)
Sutron Corporation
_______________________________________________________________________________
(Name of Registrant as Specified in Charter)
_______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
{X} No fee required.
{ } Fee computed on the 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.
__________________________________________________________________________
(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 fees 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:
__________________________________________________________________________
SUTRON CORPORATION
21300 Ridgetop Circle
Sterling, Virginia 20166
(703) 406-2800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 2004
To the Holders of Common Stock of Sutron Corporation,
Notice is hereby given that the Annual Meeting of Shareholders of
Sutron Corporation (the "Company") will be held at 21300 Ridgetop
Circle, Sterling, Virginia, on Wednesday, May 12, 2004, at 4:00 p.m.,
local time, for the following purposes:
(i) To elect five directors to hold office until the next annual
election of directors and until their successors shall have been duly
elected and qualified;
(ii) To approve the appointment of Thompson, Greenspon & Co.,
P.C. as independent public accountants for the year 2004; and
(iii) To transact such other business as may properly come before
the meeting and any adjournments thereof.
Holders of shares of Common Stock of record at the close of
business on Monday, March 22, 2004, are entitled to notice of and to
vote at the meeting.
A Proxy Statement and a Proxy for the meeting are enclosed
herewith. We urge you to attend the 2004 Annual Shareholders Meeting.
Your vote is important and we would appreciate the prompt return of
your signed Proxy in the enclosed envelope. If you attend the meeting
in person, you may, if you desire, revoke your Proxy and vote in
person.
By Order of the Board of Directors,
/S/ Thomas N. Keefer
Thomas N. Keefer
Secretary
Sterling, Virginia
April 23, 2004
Enclosure
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SUTRON CORPORATION
21300 Ridgetop Circle
Sterling, Virginia 20166
(703) 406-2800
PROXY STATEMENT
The enclosed Proxy is solicited on behalf of the Board of
Directors of Sutron Corporation (the "Company") for use at its Annual
Meeting of Shareholders to be held on Wednesday, May 12, 2004 at 4:00
p.m., local time, and at any adjournments thereof. The purposes of
the meeting are set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. The meeting will be held at the
principal executive offices of the Company, 21300 Ridgetop Circle,
Sterling, Virginia 20166.
After the enclosed Proxy is duly executed and returned, a
shareholder may revoke the proxy at any time by written request that
is received by the Secretary of the Company prior to the meeting or by
voting in person at the meeting or by executing a later dated Proxy.
The Proxy is in ballot form so that a specification may be made to
vote for, or to withhold authority to vote for, the nominees for
election as directors, or any of them, and to indicate whether the
shareholder wishes to vote for or against, or abstain from voting upon
the other proposal.
The holders of shares of Common Stock of record at the close of
business on Wednesday, March 22, 2004 are entitled to notice of and to
vote at the meeting. On March 22, 2004, the Company had outstanding
and entitled to vote 4,289,551 shares of Common Stock, and a majority
of such shares, present or represented by proxy, will constitute a
quorum. Each share of Common Stock entitles the holder to one vote on
each matter to be voted upon at the meeting. Directors are elected by
a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. The affirmative
vote of a majority of the shares of Common Stock voting is required
for the approval of the appointment of the independent public
accountants. This Proxy Statement and the accompanying Proxy will first
be mailed or given to shareholders on or about April 14, 2004.
PRINCIPAL SHAREHOLDERS
The following table sets forth the names and addresses
of all persons who beneficially owned, to the knowledge of the
Company, more than 5% of the outstanding shares of the
Company's Common Stock on March 22, 2004.
Name and Address of Number of Shares Percentage
Beneficial Owner Beneficially Owned of Class (1)
Kenneth W. Whitt 852,000(2) 19.9%
2714 W. Country Club Drive
Snowflake, Arizona 85937
Raul S. McQuivey, Ph.D. 865,186(3) 19.7%
11211 Lapham Drive
Oakton, Virginia 22121
Thomas N. Keefer, Ph.D. 540,775(4) 12.7%
Route #4, Box 403 B
Leesburg, Virginia 22075
Daniel W. Farrell 259,660(5) 7.1%
2799 Equus Court
Herndon, Virginia 22071
(1) As of March 22, 2004, the Company had 4,289,551 shares
of common stock outstanding. In computing the number of shares
beneficially owned by a person and the percentage ownership of
that person, shares of common stock, which that person could
purchase by exercising outstanding options and options which will
become exercisable within 60 days of March 22, 2004, are deemed
outstanding. Such shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of any
other person.
(2) The shares are owned by Kenneth W. Whitt and
Eva D. Whitt, Mr. Whitt's wife, as Joint Tenants with a Right of
Survivorship; Mr. Whitt is deemed the beneficial owner of all
the shares since Mr. Whitt shares voting power and investment
power over such shares.
(3) Includes 749,586 shares owned by Dr. Raul S. McQuivey
and Karen T. McQuivey, Dr. McQuivey's wife, as Joint Tenants with a
Right of Survivorship; Dr. McQuivey is deemed the beneficial owner
of such shares since Dr. McQuivey shares voting power and
investment power over such shares.
(4) Includes 535,000 shares owned by Dr. Thomas N. Keefer and
Sally E. Keefer, Dr. Keefer's wife, as Joint Tenants with a Right of
Survivorship; Dr. Keefer is deemed the beneficial owner of such shares
since Dr. Keefer shares voting power and investment power over such
shares.
(5) Includes 214,300 shares owned by Daniel W. Farrell and Jill
E. Farrell, Mr. Farrell's wife, as Joint Tenants with a Right of
Survivorship; Mr. Farrell is deemed the beneficial owner of such
shares since Mr. Farrell shares voting power and investment power over
such shares.
ELECTION OF DIRECTORS
A board of five directors is to be elected at the 2004 Annual
Shareholders Meeting. It is intended that the shares represented by
the enclosed Proxy will be voted for the election of the five nominees
for directors named in the Proxy unless such Proxy is marked to
withhold authority. The term of office of each director will be until
the next annual election of directors and until a successor is elected
and qualified or until the director's earlier death, resignation or
removal. All of the nominees have consented to serve if elected. In
the event that any nominees for directors should be unavailable, which
is not anticipated, the Board of Directors, in its discretion, may
designate substitute nominees, in which event Proxies received by the
Board of Directors will be voted for such substitute nominees.
INFORMATION ABOUT NOMINEES FOR DIRECTORS
The following information with respect to each nominee has been
furnished to the Company by the respective nominees for director.
Raul S. McQuivey, Ph.D., age 65, has served as a Director since
1976, as President, Chief Executive Officer,
and Chairman of the Board of Directors since January 1989, and as
Chief Operational Officer since September 1980. Dr. McQuivey also
served as Executive Vice President from September 1980 to January
1989, Treasurer of the Company from March 1983 to March 1984 and as
Secretary from March 1983 until September 1989. Dr. McQuivey earned
a B.S. in Civil Engineering from Utah State University in 1961, an
M.S. in Civil Engineering (Hydraulics) from Colorado State University
in 1963, and a Ph.D. in Civil Engineering (Hydraulics, Hydrology and
Fluid Mechanics) from Colorado State University in 1967. He is a
Registered Professional Engineer.
Thomas N. Keefer, Ph.D., age 59, has served as Vice President, and
as Director of the Company, since March 1981. He joined the Company
in January 1977, as a Project Engineer and served as the Vice
President of the Water Resources and then the Integrated Systems Division
From 1981 to 1997. Dr. Keefer has earned three degrees from Colorado
State University, a B.S. in Civil Engineering in 1967, an M.S. in
Civil Engineering (Hydraulics) in 1969, and a Ph.D. in Civil
Engineering (Hydraulics, Hydrology and Fluid Mechanics) in 1971. He
is a Registered Professional Engineer.
Daniel W. Farrell, age 51, has served as a Director since 1988 and
as Vice President of the Company since March 2, 1984 and Secretary
since September 1, 1989. Mr. Farrell joined the Company in September
1976 as a staff scientist. He was promoted to the position of
Director of Engineering in August 1989. Mr. Farrell received a B.S. in
Chemistry from Brigham Young University in 1976.
Sidney C. Hooper, age 45, has served as Treasurer of the Company
since May 14, 1993. Mr. Hooper joined the Company in August 1989 and
was promoted to the position of Controller in January 1990. Prior to
joining the Company, Mr. Hooper served as a Senior Accountant with
Arthur Andersen & Company. Mr. Hooper received a B.S. in Accounting
from Brigham Young University in 1983 and a Master of Accountancy from
Brigham Young University in 1984.
Robert F. Roberts, Jr., age 53, was the CEO, Chairman and Founder
Concepts Automation from 1975 to 1995. Concepts Automation, a computer
systems integrator, grew from a one-man operation to employing over
220 people in six offices. Federal and state government agencies and
Fortune 1000 companies were the primary clients. Sales in 1995 were
in excess of $100 million when the company was sold. Mr. Roberts
has served as a Director for Colgan Airways, a regional commuter airline
from 1990 to present, as a Principal for Foresight Funding
that manages private investments in tax free bonds, real estate and
corporate obligations from 1995 to present and as Chairman, Trustee
of Wakefield School, a private school that offers a classical
curriculum for grades Pre-K to 12 from 1990 to present. Mr. Roberts
received an Associates degree in Business Management from Northern
Virginia Community College.
MANAGEMENT OWNERSHIP OF COMMON STOCK
Set forth below is information concerning stock ownership of each
director and nominee, and all directors and officers of the Company as
a group, as of March 22, 2004. The statements as to securities
beneficially owned are, in each instance, based upon information
furnished by each individual. As to the shares shown to be
beneficially owned, the owner has sole investment and voting power,
unless otherwise indicated.
Name of Amount of
Beneficial Owner Ownership Percent of Class (1)
Raul S. McQuivey, Ph.D. 865,186 (2) 19.7%
Thomas N. Keefer, Ph.D. 543,775 (3) 12.7%
Daniel W. Farrell 309,820 (4) 7.1%
Sidney C. Hooper 104,200 (5) 2.4%
Robert F. Roberts, Jr. 10,000 .2%
All officers and directors
as a group (5 in number) 1,832,981 42.1%
(1) See Note 2 under "PRINCIPAL SHAREHOLDERS".
(2) See Note 3 under "PRINCIPAL SHAREHOLDERS".
(3) See Note 4 under "PRINCIPAL SHAREHOLDERS".
(4) See Note 4 under "PRINCIPAL SHAREHOLDERS".
(5) The shares are owned by Sidney C. Hooper and Malissa C.
Hooper, Mr. Hooper's wife, as Joint Tenants with a Right of
Survivorship; Mr. Hooper is deemed the beneficial owner of all the
shares since Mr. Hooper shares voting power and investment power over
such shares.
BOARD MEETINGS AND COMMITTEES
During the year December 31, 2003, the Board of Directors held three
meetings. Each director attended all of the meetings of the Board.
The Board does not have an audit committee or compensation
committee. Due to the absence of an audit committee, the Company
does not have an audit committee financial expert. The Company
does believe that this is an important position that would provide
great benefit but has not yet identified qualified individuals to
serve in this capacity.
EXECUTIVE OFFICERS
The Company currently has three executive officers. All three
officers, Dr. Raul S. McQuivey, Daniel W. Farrell and Sidney C. Hooper
also serve as directorsof the Company. Their offices and business
experience are described herein under the heading "INFORMATION ABOUT
NOMINEES FOR DIRECTORS."
The term of office of all executive officers is until the next
annual meeting of the Board of Directors or until the executive
officer's earlier death , resignation or removal.
EXECUTIVE OFFICERS
The following summary compensation table sets forth information
concerning the annual and long-term compensation paid by us during the last
three completed years to our chief executive officer, and the other most
highly compensated executive officers whose total compensation for services
in all capacities exceeded $100,000 during such year, whom we refer to as
our "Named Executive Officers".
Long Term Compensation
Annual Compensation Awards Payouts
Other Restricted All
Name and Annual Stock LTIP Other
Principal Compen-Awards Options/Payouts
Position Year Salary Bonus sation (1) SARs(#) ($) ($)(2)
Raul McQuivey 2003 $164,317 $3,148
CEO 2002 $164,317 $3,148
2001 $156,475 $4,014
Daniel Farrell 2003 $136,377 $3,133
Vice President 2002 $136,377 $1,243
2001 $132,401 $2,457
Sidney Hooper 2003 $114,250 $4,519
Treasurer 2002 $114,250 $4,445
2001 $105,951 $9,636
(1) As of December 31, 2003, Raul S. McQuivey was the beneficial owner
of 865,186 shares of common stock with a market value of $562,371,
Daniel W. Farrell was the beneficial owner of 309,820 shares of common
stock with a market value of $301,383 and Sidney C. Hooper was the
beneficial owner of 104,200 shares of common stock with a market value
of $67,720.
(2) All other compensation in 2003 consists of the following items:
Mr. McQuivey Mr. Farrell Mr. Hooper
Dollar value of auto
Allowance relating to
Personal use $ 0 $1,958 $4,164
Dollar value of term
life insurance
premiums 3,148 1,175 355
Total $3,148 $3,133 $4,519
Option/SAR Grants in Last Fiscal Year
The following is a summary of certain information concerning stock options
awared to Robert F. Roberts, Jr., a director, during the last fiscal year.
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Alternative to (f)
Appreciation for and (g):
Option Term Grant Date Value
Individual Grants
Number of % of Total
Securities Options/
Underlying SARs Exercise
Options/ Granted to of Base
SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% ($) 10% ($)
Robert F.
Roberts,Jr. 10,000 6% $.75 12/18/13 $9,572 $12,079
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Value
The Company's Named Officers did not exercise any stock
options or freestanding stock appreciation rights (SARs) during the
year 2003. Outstanding stock options or SARs at fiscal year end
are shown below.
Value of
Unexercised
Number of Securities In-the-
Underlying Unexercised Money
Shares Options/SARs Options/SARs at FY-
Acquired on Value at FY-End (#) End ($)
Name Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
C>
Raul McQuivey - - 115,600/88,000 $2,200/$8,800
Daniel Farrell - - 58,200/72,000 $1,800/$7,200
Sidney Hooper - - 64,200/96,000 $2,400/$9,600
Long-Term Incentive Plans - Awards in Last Fiscal Year
The Company's Named Officers were not awarded
long-term incentive plans during the year 2003.
Compensation of Directors
The Company has no arrangement by which any of its officers are
compensated for their services as directors and, therefore, Mr.
Farrell and Mr. Hooper and Drs. McQuivey and Keefer will not receive
any additional remuneration for their services as directors. Mr.
Roberts receives compensation of $1,000 for attending board meetings.
The Company has no plan or arrangement which would result in any
executive officer receiving compensation as a result of their
resignation, retirement or any other termination of employment with
the Company, or from a change in control of the Company or a change in
responsibilities following a change in control of the Company.
Code of Ethics
The Company has not adopted a Code of Ethics. A draft copy of a
Code of Ethics will be presented to the directors at the next meeting
of the Board of Directors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's
directors and its executive officers are required to report ownership
of the company's Common Stock and any changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these
reports have been established and the Company is required to disclose
in this proxy statement any failure to file by these dates during 2003.
Robert F. Roberts, Jr. was subject to the reporting requirement of
Section 16(a) and was delinquent in filing a required report on Form 3.
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
ACCOUNTANTS
The Board of Directors has appointed Thompson, Greenspon & Co.,
as independent auditors of the Company for the year 2003. Thompson,
Greenspon & Co. has certified the Company's financial statements for all
years beginning with 1976. Representatives of Thompson, Greenspon & Co.
will be present at the 2004 Annual Shareholders Meeting.
Aggregate fees for professional services rendered to the Company
by Thompson, Greenspon & Co. as of and for the years ended December 31,
2003 and 2002 are summarized in the table below.
2003 2002
---- ----
Audit $28,225 $26,108
Audit related 0 0
Tax 5,500 5,250
All other 0 0
---- ----
Total $33,725 $31,358
======= =======
Audit fees for the years ended December 31, 2003 and 2002,
respectively, were for professional services rendered for the audits
of the financial statements of the Company, income tax provision
procedures and assistance with review of documents filed with the SEC.
Tax fees as of the years ended December 31, 2003 and 2002,
respectively, were for services related to tax compliance, including the
preparation of tax returns, tax planning and tax advice.
The Company did not incur any fees for audit related work or for
other services.
The Board of Directors recommends a vote for ratification of the
appointment of Thompson, Greenspon & Co. as independent auditors.
OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING
The enclosed Proxy confers upon the person or persons entitled to
vote the shares represented thereby discretionary authority to vote
such shares in accordance with their best judgment with respect to
other business which may come before the 2004 Annual Shareholders
Meeting in addition to the scheduled items of business. As of the
date of this Proxy Statement, the Board of Directors knows of no other
business which will be presented for consideration at the 2004 Annual
Shareholders Meeting.
SHAREHOLDERS PROPOSALS
Any shareholder proposals intended to be presented at Sutrons
next annual meeting of shareholders must be received by Sutron at its
offices at 21300 Ridgetop Circle, Sterling, Virginia 20166, on or before
December 8, 2004, for consideration for inclusion in the proxy material
for such annual meeting of stockholders.
OTHER INFORMATION
A copy of the Company's Annual Report for 2003, which includes
financial statements and other information concerning the Company, is
included with this Proxy material. Upon the written request by any
shareholder entitled to vote at the 2004 Annual Shareholders Meeting,
the Company will furnish that person without charge a copy of the
Company's Form 10-KSB Annual Report for 2003 which is filed with the
Securities and Exchange Commission, including the financial statements
and schedules thereto, but excluding the exhibits thereto.
The copy of the Form 10-KSB Annual Report will be accompanied by
a list briefly describing all the exhibits not contained therein and
will indicate that the Company will furnish a copy of any exhibit upon
payment of a fee of $.20 per page. Requests should be addressed to
Sidney C. Hooper, Treasurer, Sutron Corporation, 21300 Ridgetop Circle,
Sterling, Virginia 20166.
The Company will bear the cost of preparing this Proxy Statement
and the other costs of soliciting Proxies for the 2004 Annual
Shareholders Meeting. All solicitations will be made by mail. The
Company does not intend to pay any compensation for this solicitation,
but may reimburse brokers, and other persons holding stock in their
names, for their expenses for sending Proxy material to principals and
obtaining their Proxies.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES
BY MARKING THE APPROPRIATE BOXES ON THE ENCLOSED
PROXY. HOWEVER, IT IS NOT NECESSARY TO MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS; MERELY
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED
ENVELOPE, POSTAGE FOR WHICH HAS BEEN PROVIDED.
THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU
SIGN AND RETURN THE ENCLOSED PROXY. YOUR PROMPT
RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED.
By Order of the Board of Directors,
/s/ Thomas N. Keefer
Thomas N. Keefer
Secretary
April 23, 2004
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SUTRON CORPORATION
The undersigned hereby appoints Thomas Keefer and Daniel Farrell
proxies, each with power to act without the other and with power of
substitution, and hereby authorizes them to represent and vote, as designated
on the other side, all the shares of stock of Sutron Corporation standing
in the name of the undersigned with all powers which the undersigned would
possess if present at the Annual Meeting of Stockholders of the Company to
be held at 21300 Ridgetop Circle, Sterling, Virginia at 4:00 p.m. on
May 12, 2004 or any adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS
NOMINEES: Daniel Farrell, Sidney Hooper, Thomas Keefer, Raul McQuivey
Robert Roberts
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.
For all nominees listed to the right (except as marked to the contrary) ( )
WITHHOLD AUTHORITY to vote for all nominees listed to the right. ( )
Ratification of Thompson, Greenspon & Co., P.C. as the independent certified
public accountants of the corporation.
FOR AGAINST ABSTAIN
( ) ( ) ( )
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
Dated: ________________________________________________2004
______________________________________________________
(Signature)
______________________________________________________
(Signature if held jointly)
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.