UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
IEH Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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5) Total fee paid:
|_| Fee paid previously with preliminary materials.
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|_| Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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1) Amount Previously Paid:
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SEC 1913 Persons who are to respond to the collection of information contained
in this form are not (02-02) required to respond unless the form displays a
currently valid OMB control number.
IEH CORPORATION
140 58th Street
Bldg. B, Suite 8E
Brooklyn, New York 11220
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on September 24, 2008
To the Shareholders of
IEH CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of IEH
CORPORATION (the "Company") will be held at the Company's offices at 140 58th
Street, Bldg. B, Suite 8E, Brooklyn, New York 11220 on September 24, 2008 at
9:00 a.m., New York time, for the following purposes:
1. To elect two (2) Directors to IEH's Board of Directors to hold
office for a period of two years or until their successors are
duly elected and qualified;
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The close of business on August 20, 2008 has been fixed as the Record
Date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting and any adjournment thereof.
You are cordially invited to attend the Annual Meeting. Whether or not
you plan to attend, please complete, date and sign the accompanying proxy and
return it promptly in the enclosed envelope to assure that your shares are
represented at the Annual Meeting. If you do attend, you may revoke any prior
proxy and vote your shares in person if you wish to do so. Any prior proxy will
automatically be revoked if you execute the accompanying proxy or if you notify
the Secretary of IEH Corporation, in writing, prior to the Annual Meeting of
Shareholders.
By Order of the Board of Directors
Robert Knoth,
Secretary
Dated: August 22, 2008
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
IEH CORPORATION
140 58th Street
Building B, Suite 8E
Brooklyn, New York 11220
PROXY STATEMENT FOR THE IEH CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 24, 2008
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
Why am I receiving this proxy statement?
This proxy statement describes the proposal on which our board of
directors of IEH Corporation ("IEH" or the "Company") would like you, as a
shareholder, to vote at the Annual Meeting of the Shareholders of the Company,
which will take place on September 24, 2008 at 9:00 a.m. at the Company's
offices. It also gives you information on this proposal so that you can make an
informed decision. We intend to mail this proxy statement and accompanying proxy
card on or about August 22, 2008 to all shareholders of record entitled to vote
at the Annual Meeting.
In this proxy statement, we refer to IEH Corporation as "IEH", the
"Company", "we", "us" or "our."
Who can vote at the Annual Meeting of Shareholders?
Shareholders who owned shares of common stock on August 20, 2008 may
attend and vote at the Annual Meeting. Each share is entitled to one vote. There
were 2,303,468 shares of the Company's common stock outstanding on August 20,
2008. All shares of common stock shall vote together as a single class.
Information about the shareholdings of our directors and executive officers is
contained in the section of this proxy statement entitled "Voting Securities and
Security Ownership of Certain Beneficial Owners and Management" on page 9 of
this proxy statement.
What is the proxy card?
The proxy card enables you to appoint Robert Knoth, Secretary of the
Company, and Michael Offerman, Chief Executive Officer, as your representatives
at the Annual Meeting. By completing and returning the proxy card, you are
authorizing these persons to vote your shares at the Annual Meeting in
accordance with your instructions on the proxy card. This way, your shares will
be voted whether or not you attend the Annual Meeting. Even if you plan to
attend the Annual Meeting, it is a good idea to complete and return your proxy
card before the Annual Meeting date just in case your plans change. If a
proposal comes up for vote at the Annual Meeting that is not on the proxy card,
the proxies will vote your shares, under your proxy, according to their best
judgment.
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What am I voting on?
At the Annual Meeting you are being asked to vote on the election of
Michael Offerman and Murray Sennet to the Board of Directors of IEH Corporation.
Although we are unaware of any possible business to be addressed at the
Annual Meeting, we will also transact any other business that properly comes
before the Annual Meeting.
How does the Board of Directors recommend that I vote?
Our Board of Directors unanimously recommends that the nominated
persons be re-elected to the Board of Directors of IEH Corporation as Class I
members.
What is the difference between holding shares as a shareholder of record and as
a beneficial owner?
Most of our shareholders hold their shares beneficially in an account
at a brokerage firm, bank or other nominee holder, rather than holding share
certificates in their own name. As summarized below, there are some distinctions
between shares held record and those owned beneficially.
Shareholder of Record
If on August 20, 2008, your shares were registered directly in your
name with our transfer agent, Registrar and Transfer Company, you are a
shareholder of record who may vote at the Annual Meeting, and we are sending
these proxy materials directly to you. As the shareholder of record, you have
the right to direct the voting of your shares by returning the enclosed proxy
card to us or to vote in person at the Annual Meeting. Whether or not you plan
to attend the Annual Meeting, please complete, date and sign the enclosed proxy
card to ensure that your vote is counted.
Beneficial Owner
If on August 20, 2008, your shares are held in an account at a
brokerage firm or at a bank or other nominee holder, you are considered the
beneficial owner of shares held "in street name," and these proxy materials are
being forwarded to you by your broker or nominee who is considered the
shareholder of record for purposes of voting at the Annual Meeting. As the
beneficial owner, you have the right to direct your broker on how to vote your
shares and to attend the Annual Meeting. However, since you are not the
shareholder of record, you may not vote these shares in person at the Annual
Meeting unless you receive a valid proxy from your brokerage firm, bank or other
nominee holder. To obtain a valid proxy, you must make a special request of your
brokerage firm, bank or other nominee holder. If you do not make this request,
you can still vote by using the voting instruction card enclosed with this proxy
statement; however, you will not be able to vote in person at the Annual
Meeting.
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How do I vote?
(1) You may vote by mail.
You may vote by mail by completing, signing and dating your proxy card
and returning it in the enclosed, postage-paid and addressed envelope. If you
mark your voting instructions on the proxy card, your shares will be voted:
o as you instruct, and
o according to the best judgment of Messrs. Offerman and Knoth
if a proposal comes up for a vote at the Annual Meeting that
is not on the proxy card.
If you return a signed card, but do not provide voting instructions,
your shares will be voted:
o to approve the election of the nominated person to the
Company's Board of Directors, and
o according to the best judgment of Messrs. Offerman and Knoth
if a proposal comes up for a vote at the Annual Meeting that
is not on the proxy card.
(2) You may vote in person at the Annual Meeting.
We will pass out written ballots to anyone who wants to vote at the
Annual Meeting. However, if you hold your shares in street name, you must bring
to the Annual Meeting a valid proxy from the broker, bank or other nominee
holding your shares that confirms your beneficial ownership of the shares and
gives you the right to vote your shares. Holding shares in street name means you
hold them through a brokerage firm, bank or other nominee, and therefore the
shares are not held in your individual name. We encourage you to examine your
proxy card closely to make sure you are voting all of your shares in the
Company.
What does it mean if I receive more than one proxy card?
You may have multiple accounts at the transfer agent and/or with
stockbrokers. Please sign and return all proxy cards to ensure that all of your
shares are voted.
What if I change my mind after I return my proxy?
You may revoke your proxy and change your vote at any time before the
polls close at the Annual Meeting. You may do this by:
o sending a written notice to the Secretary of the Company, Mr.
Robert Knoth, stating that
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you would like to revoke your proxy of a particular date,
o signing another proxy card with a later date and returning it
before the polls close at the Annual Meeting, or attending the
Annual Meeting and voting in person.
Please note, however, that if your shares are held of record by a
brokerage firm, bank or other nominee, you must instruct your broker, bank or
other nominee that you wish to change your vote by following the procedures on
the voting form provided to you by the broker, bank or other nominee. If your
shares are held in street name, and you wish to attend the Annual Meeting and
vote at the Annual Meeting, you must bring to the Annual Meeting a legal proxy
from the broker, bank or other nominee holding your shares, confirming your
beneficial ownership of the shares and giving you the right to vote your shares.
Will my shares be voted if I do not sign and return my proxy card?
If your shares are held in street name or in your name and you do not
sign and return your proxy card, your shares will not be voted unless you vote
in person at the Annual Meeting.
How are votes counted?
You may vote "For" or "Withhold Authority" on re-electing the Board
Members.
How many shareholders are needed either in person or by proxy to hold the Annual
Meeting?
To hold the Annual Meeting and conduct business, a majority of the
Company's outstanding shares of common stock entitled to vote, in person or
represented by proxy, must be present at the Annual Meeting. This is called a
quorum.
Shares are counted as present at the Annual Meeting if the shareholder
either:
o is present and votes in person at the Annual Meeting, or
o has properly submitted a proxy card.
How many votes are required to re-elect the nominated persons to the Board of
Directors?
The affirmative vote of a plurality of the votes cast at the Annual
Meeting of the shareholders by the holders of shares of common stock entitled to
vote in the election is required to elect each director.
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How many votes are required to approve other matters that may come before the
shareholders at the Annual Meeting?
An affirmative vote of a majority of the votes cast at the Annual
Meeting is required for approval of all other items being submitted to the
shareholders for their consideration.
What happens if I don't indicate how to vote my proxy?
If you just sign your proxy card without providing further
instructions, your shares will be counted as a "FOR" vote for the election of
the directors.
Is my vote kept confidential?
Proxies, ballots and voting tabulations identifying shareholders are
kept confidential and will not be disclosed except as may be necessary to meet
legal requirements.
Where do I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We
will also publish the final results in our quarterly report on Form l0-Q for the
fiscal quarter following the results of the voting on this matter. We will file
that report with the SEC, and you can obtain a copy by calling the SEC at
l-800-SEC-0330 for the location of the nearest public reference room, or through
the EDGAR system at www.sec.gov.
-----------
Who can help answer my questions?
You can contact our corporate headquarters at (718) 492-4440 or by
sending to Mr. Robert Knoth at 140 58th Street, Bldg. B, Suite 8E, Brooklyn, New
York 11220, any questions about proposals described in this proxy statement or
how to execute your vote.
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IEH CORPORATION
140 58th Street
Bldg. B, Suite 8E
Brooklyn, New York 11220
PROXY STATEMENT
FOR
Annual Meeting of Shareholders
To Be Held on September 24, 2008
This proxy statement and the accompanying form of proxy have been
mailed on or about August 22, 2008 to the holders of record on August 20, 2008
(the "Record Date") of the common stock, par value $.01 per share ("Common
Stock") of IEH CORPORATION, a New York corporation ("IEH" or the "Company") in
connection with the solicitation of proxies by the Board of Directors of IEH for
use at the Annual Meeting of Shareholders to be held on September 24, 2008 at
9:00 a.m., New York time, at IEH's offices at 140 58th Street, Suite 8E,
Brooklyn, New York 11220, and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of IEH's Common Stock represented by an effective proxy in the
accompanying form will, unless contrary instructions are specified in the proxy,
be voted (i) FOR the election of the TWO (2) persons nominated by the Board of
Directors as Directors; and (ii) to transact such other business as may properly
come before the Annual Meeting or any adjournment thereof and for which the
persons named on the enclosed proxies determine, in their sole discretion, to
vote in favor.
Any such proxy may be revoked at any time before it is voted. A
shareholder may revoke this proxy by notifying the Secretary of IEH either in
writing prior to the Annual Meeting or in person at the Annual Meeting, by
submitting a proxy bearing a later date or by voting in person at the Annual
Meeting. The presence of a majority of the holders of the outstanding shares of
Common Stock entitled to vote, in person or represented by proxy, will
constitute a quorum for the transaction of business. Directors shall be elected
by a plurality of the votes cast at a meeting of the shareholders by the holders
of shares entitled to vote in the election. An affirmative vote of a majority of
the votes cast at the meeting is required for approval of all other items being
submitted to the shareholders for their consideration. The term "votes cast" is
defined as the votes actually cast for or against the resolution. A shareholder,
not present at the Annual Meeting, voting through a proxy, who abstains from
voting on any matter which is submitted to
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the shareholders for a vote, including the election of Directors, is considered
to be present at the meeting for the purpose of establishing a quorum, however,
the shares are not counted as being voted for or against the matter submitted.
Brokers holding shares for beneficial owners in "street names" must vote those
shares according to specific instructions they received from the owners of such
shares. If instructions are not received, brokers may vote the shares on all
matters to be voted upon at the Annual Meeting.
IEH will bear the cost of the solicitation of proxies by the Board of
Directors. The Board of Directors may use the services of its executive officers
and certain Directors to solicit proxies from shareholders in person and by
mail, telegram and telephone. Arrangements may also be made with brokers,
fiduciaries, custodians, and nominees to send proxies, proxy statements and
other material to the beneficial owners of IEH's Common Stock held of record by
such persons, and IEH may reimburse them for reasonable out-of-pocket expenses
incurred by them in so doing.
The Annual Report to Shareholders for the fiscal year ended March 28,
2008, including financial statements, accompanies this proxy statement.
The principal executive offices of IEH are located at 140 58th Street,
Bldg. B, Suite 8E, Brooklyn, New York 11220. IEH's telephone number is (718)
492-4440.
Principal Independent Accountants and Services; Fees Paid
The Board of Directors of IEH selected Jerome Rosenberg, CPA P.C. as
the independent registered auditor of IEH for the fiscal year ending March 28,
2008. Shareholders are not being asked to approve such selection because such
approval is not required. The audit services provided by Jerome Rosenberg, CPA
P.C. consist of examination of financial statements, services relative to
filings with the Securities and Exchange Commission ("SEC"), and consultation in
regard to various accounting matters. Jerome Rosenberg, CPA P.C. or a member of
his firm is expected to be present at the Annual Meeting, will have the
opportunity to make a statement if he so desires, and will be available to
respond to appropriate questions.
Audit Fees. During the fiscal years ended March 28, 2008 and March 30,
2007, IEH paid an aggregate of $31,250 and $30,000, respectively, each year to
Jerome Rosenberg, CPA P.C. for fees related to the audit of its financial
statements.
Audit Related Fees; Financial Systems Design and Implementation. During
the fiscal years ended March 28, 2008 and March 30, 2007, no fees were paid to
Jerome Rosenberg, CPA P.C. with respect to financial systems design or
implementation.
Tax Fees. During the fiscal years ended March 28, 2008 and March 30,
2007, the Company paid to Jerome Rosenberg, CPA P.C. the sums of $3,000 and
$3,000, respectively, for tax compliance, tax advice and tax planning services.
8
All Other Fees. During the fiscal year ended March 28, 2008 and March
30, 2007, IEH did not pay any other fees for services to its auditor.
The Board of Directors has determined that the services provided by
Jerome Rosenberg, CPA P.C. and the fees paid to it for such services during the
fiscal year ended March 28, 2008 has not compromised the independence of Jerome
Rosenberg, CPA P.C. We do not have an Audit Committee of the Board. Because of
our small size of operations and because we are not traded on an exchange or on
the Nasdaq Stock Markets, we are not required by law or applicable regulations
to have an Audit Committee. The Board acts as a whole with respect to all
matters which might otherwise be acted upon by an Audit Committee.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are IEH's Common Stock.
The presence, in person or by proxy, of a majority of shares entitled to vote
will constitute a quorum for the Annual Meeting. Each share of Common Stock
entitles its holder to one vote on each matter submitted to shareholders. The
close of business on August 20, 2008 has been fixed as the Record Date for the
determination of the shareholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. At that date, 2,303,468 shares of
Common Stock were issued and outstanding. Voting of the shares of Common Stock
is on a non-cumulative basis.
The following table sets forth certain information as of August 20,
2008 with respect to (i) the persons (including any "group" as that term is used
in Section 13(d)(3) of the Securities Exchange Act of 1934), known by IEH to be
the beneficial owner of more than five percent (5%) of any class of IEH's voting
securities; (ii) each Executive Officer and Director who owns Common Stock in
IEH; and (iii) all Executive Officers and Directors as a group. As of August 20,
2008, there were 2,303,468 shares of Common Stock issued and outstanding.
Amount of and
Nature of
Name and Address of Beneficial Beneficial Percentage of Class
------------------------------ ---------- -------------------
Title of Class Owner Ownership
-------------- ----- ---------
Common Stock Michael Offerman(1) 923,784 40%
$.01 Par Value 140 58th Street
Brooklyn, NY 11220
Murray Sennet 24,500 1.1%
1900 Manor Lane
Plano, TX 75093
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Allen Gottlieb 0 0
325 Coral Way
Ft. Lauderdale, FL 33301
Robert Knoth 1,770 *
140 58th Street
Brooklyn, NY 11220
188,500 8.2%
David and Nancy Lopez (2)
171 Edge of Woods Road
Southampton, NY 11969
127,700 5.5%
Hummingbird Management, LLC(3)
460 Park Avenue, 12th Floor
New York, NY 10022
All Officers & Directors as a Group
(4 in number) 950,054 41%
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* Less than 1%.
(1) 43,600 shares of Common Stock are jointly owned by Mr. Offerman and his
wife, Gail Offerman.
(2) Based on a Schedule 13D Amendment dated August 5, 2005 filed by
reporting person.
(3) Based on a Schedule 13D dated April 26, 2007 filed by reporting person.
All shares set forth above are directly owned by the named individual unless
otherwise stated.
It is expected that the only matters to be considered at the Annual
Meeting will be the election of Directors.
PROPOSAL I. ELECTION OF DIRECTORS
IEH's Certificate of Incorporation provides that the Directors of IEH
are to be elected in two (2) classes; each class to be elected to a staggered
two (2) year term and until their successors are duly elected and qualified. The
Board of Directors currently consists of three (3) members divided into two (2)
classes with two Class I Members and one Class II Member. The Bylaws of IEH
provide that the Board shall consist of between three and eleven persons, and
the Board has currently set the number of persons on the Board at three members.
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The persons nominated for election to IEH's Board of Directors at the
Annual Meeting are Michael Offerman and Murray Sennet who will serve as Class I
members of the Board. The nominees currently serve on the Board of Directors.
The affirmative vote of a plurality of the votes cast at a meeting of
the shareholders by the holders of shares of Common Stock entitled to vote in
the election is required to elect each Director. All proxies received by the
Board of Directors will be voted for the election as Directors of the nominees
as indicated below if no direction to the contrary is given. In the event that
either nominee is unable to serve, the proxy solicited hereby may be voted, in
the discretion of the holder of the proxy, for the election of another person in
his stead. The Board of Directors knows of no reason to anticipate this will
occur. No family relationships exist between any Director or nominee for
election as a Director.
The following table sets forth certain information as of the date
hereof with respect to all of the Directors of IEH, including the TWO (2)
nominees for election to IEH's Board of Directors at the 2008 Annual Meeting.
The information provided below indicates the Directors whose terms of office
expire at the Annual Meeting and the Director whose term of office expires in
2009. The Directors whose terms of office expire at the Annual Meeting are the
Directors nominated for election at the 2008 Annual Meeting.
Director Position with
Name Since Age Corporation Term Expires
---- ----- --- ----------- ------------
Michael Offerman 1973 67 Chairman of the Board of 2008
Directors and President
Murray Sennet 1970 87 Director 2008
Allen Gottlieb 1992 67 Director 2009
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Michael Offerman (Nominee) has been a member of IEH's Board of
Directors since 1973. In May, 1987, Mr. Offerman was elected President of IEH
and has held that position since that date. Prior to his becoming President, Mr.
Offerman served as Executive Vice-President of IEH.
Murray Sennet (Nominee) has been a member of IEH's Board of Directors
since 1968. Mr. Sennet was the Secretary and Treasurer of IEH at the time of his
retirement in April, 1986.
Allen Gottlieb has been a member of IEH's Board of Directors since
1992. Mr. Gottleib has been an attorney in private practice for the past five
(5) years.
Significant Employees
Robert Knoth joined IEH as Controller in January, 1990 and was elected
Treasurer of IEH in March, 1990. Mr. Knoth was elected as Secretary of IEH in
September 1992 and Mr. Knoth has held these positions since said dates. From
1986 to January, 1990, Mr. Knoth was employed
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as controller by G&R Preuss, Inc., a company engaged in the business of
manufacturing truck bodies and accessories.
Joan Prideaux joined the Company in April 1994, as Director of Sales
and Marketing. Joan has been in the connector business over 30 years and brings
this experience to IEH. She also served as a Vice President until January 2002.
Ms. Prideaux resigned as an executive officer in January 2002.
Mark Iskin is the Director of Purchasing, a position he has held since
September 2000. Prior to joining the Company, Mr. Iskin worked as a materials
and purchasing specialist in manufacturing and distribution companies. In his
last position with an industrial distributor, Mr. Iskin was responsible for
purchasing and managing vendors for the cutting tool section of the catalog. In
addition, he participated in setting up and developing the Company's forecasting
and planning software related to that department's procedures.
David Offerman joined IEH in September 2004 as the National Sales
Manager. Prior to joining IEH, David worked as an account executive and sales
manager in the telecommunication industry.
Robert Romeo serves as Vice President of Engineering for IEH, a
position he has held since October 2005. Robert has corporate responsibility for
engineering products and driving product enhancements to satisfy the demanding
application requirements of IEH customers. In addition, Robert is tasked with
engineering new product developments in the IEH connector offerings to broaden
the market base of potential customers. These new connectors will introduce the
traditional IEH quality and value to industries that specify exceptional
reliability and performance in electrical and electronic equipment. Before
joining IEH, Robert worked for more than twenty years in positions of increasing
responsibility for major national manufacturers of electrical and electronic
goods for residential, industrial, government and OEM markets.
Paul Tzetzos joined IEH in November, 2005 as a Quality Assurance
Director. Paul has over 20 years of experience in the field of Quality Assurance
with the last 15 years as Director/Manager. He is a degreed Engineer, with
diversified knowledge in developing, implementing, maintaining, and improving
Quality Systems, such as, ISO 9001:2000, EECS, MIL-Q-9858A, ETC. A certified
Lead and Internal Auditor, Paul has a great deal of knowledge concerning
military and industry specifications and standards.
Certain Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and officers and persons who own, directly or
indirectly, more than 10% of a registered class of IEH's equity securities, to
file with the SEC reports of ownership and reports of changes in ownership of
Common Stock of IEH.
Officers, directors and greater than 10% shareholders are required to
furnish the Company with copies of all Section 16(a) reports that they file.
Based solely on review of the copies
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of such reports received by the Company, the Company believes that filing
requirements applicable to officers, directors and 10% shareholders were
complied with during the fiscal year, except for certain private transactions on
the amount of 1,370 shares of Common Stock purchased by Mr. Knoth, the Company's
Chief Financial Officer, Controller and Secretary, which purchases were
inadvertently not reported on Form 4.
Board Meetings, Committees and Compensation
IEH does not have any nominating, audit or compensation committee of
the Board of Directors. The Board believes that because of its relatively small
size and operations, the Board is well positioned to address issues as a whole,
including the appointment of independent auditors. Each Director receives an
annual fee of $l,000 for serving as a member of the Board of Directors each
fiscal year; however, the Board of Directors did not receive any such
compensation for the fiscal year ended March 26, 2004 due to the Company's then
financial condition. Murray Sennet has received the sum of $7,200 for consulting
services provided to IEH for each of the last three fiscal years.
During the fiscal year ended March 28, 2008, one (1) meeting of the
Board of Directors was held by telephone conference. All Directors participated
in such meeting of the Board. In addition, during the fiscal year ended March
28, 2008, the Board of Directors took action by unanimous written consent on two
(2) occasions.
All matters relating to audit, compensation, nominations and corporate
governance are considered and acted upon by our Board of Directors.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
The Board does not have a compensation committee. There are no
interlocks between our Directors and Directors of other companies.
Audit Committee and Audit Committee Financial Expert
We do not have an Audit Committee of the Board. Because of our small
size of operations and because our shares of Common Stock are not traded on an
exchange or on the Nasdaq Stock Markets, we are not required by law or
applicable regulations to have an Audit Committee. The Board acts as a whole
with respect to matters which might otherwise be acted upon by an Audit
Committee. Further, as a result of our financial condition, and limited
financial resources to obtain directors' and officers' insurance and to provide
financial incentives to Board members, we have been unable to attract qualified
persons to serve on our Board. We believe that two of our directors, Allen
Gottlieb and Murray Sennet, would both qualify as "independent directors" within
the meaning of the term as applied by the Nasdaq Stock Market Rule 4200(a)(15).
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Our Board of Directors has determined that we do have one current
director, Murray Sennet, who qualifies as an audit committee financial expert
pursuant to Item 401 of Regulation S-B.
Nominations to the Board of Directors
We do not have a separate Nominating Committee of our Board of
Directors. Given the small size of our operations, and our lack of financial
resources, we have been unable to attract qualified persons to serve on our
Board of Directors. As a result, our Board acts as a whole with respect to the
consideration of additional candidates for service on the Board. The Board
considers candidates for election to our Board of Directors, whether recommended
by security holders or otherwise, in accordance with the following criteria,
applicable to all candidates:
[_] Nominees shall have a reputation for integrity, honesty and
adherence to high ethical standards.
[_] Nominees should have demonstrated business acumen, experience
and the ability to exercise sound judgment in matters that
relate to current and long-term objectives of IEH and should
be willing and able to contribute positively to our
decision-making process.
[_] Nominees should have a commitment to understand IEH and its
industries and to regularly attend and participate in meetings
of the Board and its committees.
[_] Nominees should have the interest and ability to understand
the sometimes conflicting interests of the various
constituencies of IEH, which include shareholders, employees,
customers, governmental units, creditors and the general
public, and to act in the interests of all shareholders.
[_] Nominees should not have, nor appear to have, a conflict of
interest that would impair the nominees' ability to represent
the interests of all of IEH shareholders and to fulfill the
responsibilities of a director.
[_] Nominees shall not be discriminated against on the basis of
race, religion, national origin, sex, disability or any other
basis proscribed by applicable law.
The renomination of existing directors is not viewed as automatic, but
shall be based on continuing qualification under the criteria set forth above.
In addition, the Board considers the existing directors' performance on the
Board and any committee thereof. The Board also considers the backgrounds and
qualifications of the directors considered as a group and our ability to attract
other persons to serve in light of our industry, financial condition and
financial resources. The Board desires to ensure that the Board, when taken as a
whole, should provide a significant breadth of experience, knowledge and
abilities that shall assist the Board in fulfilling its responsibilities.
Procedure to be Followed by Security Holders in Submitting Director
Candidate Recommendations
Any security holder who desires the Board to consider one or more
candidates for nomination as a director should either by personal delivery or by
United States mail, postage prepaid, deliver a written recommendation addressed
to the Chairman of the Board of Directors,
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at 140 58th Street Building B, Suite 8E, Brooklyn, New York 11220, not later
than (i) with respect to an election to be held at an Annual Meeting of
Shareholders, 120 days prior to the anniversary date of the immediately
preceding Annual Meeting; and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the 10th day following the date on which notice of such meeting is
first given to shareholders. Each written recommendation should set forth: (a)
the name and address of the shareholder making the recommendation and of the
person or persons recommended; (b) the consent of such person(s) to serve as a
director(s) of IEH if nominated and elected; (c) description of how the
person(s) satisfy the general criteria for consideration as a candidate referred
to above and (d) a biography or similar information regarding the person being
nominated as would satisfy the information requirements required under the rules
and regulations of the SEC for inclusion in a proxy statement.
Communications with the Board of Directors
Any shareholder who wishes to communicate with the Board of Directors
should send a written letter to the Secretary of the Company, at the Company's
principal address. Letters may be directed to the Board as a whole or to
individual members.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE TWO (2)
NOMINEES FOR DIRECTOR.
EXECUTIVE COMPENSATION
The following table sets forth below the summary compensation paid or
accrued by the Company during the fiscal years ended March 28, 2008, March 30,
2007 and March 31, 2006, for the Company's Chief Executive Officer:
Other Annual
Name and Principal Position Year Salary Bonus Compensation
--------------------------- -------------- -------- ------- ------------
Michael Offerman, Chief Executive March 28, 2008 $105,000 $18,000 0
Officer, President (1) March 30, 2007 100,000 5,000 0
March 31, 2006 100,000 24,000 0
(1) During the years ended March 28, 2008, March 30, 2007 and March 31,
2006 the Company provided automobile allowances to Mr. Offerman. This
does not include the aggregate incremental cost to the Company of such
automobile or automobile allowances.
There are no employment agreements between the Company and members of
its senior management, including the Chief Executive Officer and President of
the Company, Michael Offerman.
15
No officer of the Company (other than Mr. Offerman) received
compensation (salary and bonus) in excess of $100,000 during the fiscal years
ended March 28, 2008, March 30, 2007 and March 31, 2006.
Pension/Benefit Incentive Plan
In 1964, the Company's shareholders and Board of Directors adopted a
contributory pension plan (the "Salaried Pension Plan") effective April 1, 1964,
for salaried employees of the Company. The Salaried Pension Plan as revised on
April 1, 1987, provides for retirement benefits for qualified employees upon or
prior to retirement.
For early retirement, employees are eligible to receive a portion of
their retirement benefits, starting 10 years prior to the employees anticipated
normal retirement age (age 65), if the employee has completed 15 years of
service to the Company. The employee is eligible to receive reduced retirement
benefits based on an actuarial table for a period not exceeding 10 years of his
lifetime. In no event would benefits exceed $12,000 per year.
For normal retirement at the age of sixty-five (65) the employee is
entitled to receive full retirement benefits for a period not exceeding 10 years
of his lifetime. If the employee should die prior to the 10-year period, his
beneficiaries will continue to receive the full benefit for the remainder of the
10-year term. In no event will benefits exceed $12,000 per year.
If payment is made on the "joint and survivor basis" as elected by the
employee, benefits will be provided to both the employee and spouse on a reduced
basis over the life of both the employee and his spouse. If the employee should
die prior to the guaranteed 10-year period, the spouse will receive the employee
benefit for the remainder of the term, after which, the spouse will received the
reduced spousal benefit for the life of the spouse. In no event will the
benefits pursuant to the joint and survivor basis exceed $12,000 per year.
On June 30, 1995, the Company applied to the Pension Benefit Guaranty
Corporation ("PBGC") to have the PBGC assume all of the Company's
responsibilities and liabilities under its Salaried Pension Plan. On April 26,
1996, the PBGC determined that the Salaried Pension Plan did not have sufficient
assets available to pay benefits which were and are currently due under the
terms of such Plan.
The PBGC further determined that pursuant to the provisions of the
Employment Retirement Income Security Act of 1974, as amended ("ERISA"), that
the Salaried Pension Plan must be terminated in order to protect the interests
of the Plan's participants. Accordingly, the PBGC proceeded pursuant to ERISA to
have the Plan terminated and the PBGC appointed as statutory trustee, and to
have July 31, 1995 established as the Plan's termination date.
The Company and the PBGC negotiated a settlement on the entire matter
and on July 2, 2001, an agreement was reached whereby the Company's liability to
the PBGC was reduced to $244,000. The Company was required to make monthly
payments to the PBGC as follows:
September 1, 2003 to August 1, 2004 $2,000 per month
September 1, 2004 to August 1, 2006 $3,000 per month
16
September 1, 2006 to August 1, 2007 $4,000 per month
Additionally, the Company made balloon payments of $25,000 each on the
following dates: January 1, 2004, May 1, 2004, May 1, 2005 and January 1, 2006.
The Company also granted the PBGC a lien on the Company's machinery and
equipment.
As a result of this agreement the amount due the PBGC was restated to
$244,000. $43,000 was paid during the year ended March 30, 2007, $86,000 was
paid during the year ended March 31, 2006, $56,000 was paid during the year
ended March 25, 2005, and $39,000 was paid during the year ended March 26, 2004.
The remaining balance of $20,000 was paid during the year ended March 28, 2008.
As of August 31, 2007, the Company had satisfied its obligation to the
PBGC and the lien was removed on the Company's machinery and equipment.
Stock Option Plan
On September 21, 2001 the Company's shareholders approved the adoption
of the Company's 2002 Employees Stock Option Plan to provide for the grant of
options to purchase up to 750,000 shares of the Company's Common Stock to all
employees, including senior management. To date, no options have been granted
under the 2002 Employees Stock Option Plan.
Options granted to employees under this plan may be designated as
options which qualify for incentive stock option treatment under Section 422A of
the Internal Revenue Code, or option which do not so qualify. Under this plan,
the exercise price of an option designated as an incentive stock option shall
not be less than the fair market value of the Company's Common Stock on the day
the option is granted. In the event an option designated as an incentive stock
option is granted to a ten percent (10%) shareholder, such exercise price shall
be at least 110 percent (110%) of the fair market value or the Company's Common
Stock and the option must not be exercisable after the expiration of five years
from the day of the grant. Exercise prices of non-incentive stock options may be
less than the fair market value of the Company's Common Stock.
The aggregate fair market value of shares subject to options granted to
a participant, which are designated as incentive stock options, and which become
exercisable in any calendar year, shall not exceed $100,000. As of March 28,
2008, no options had been granted under such Plan.
Cash Bonus Plan
In 1987, the Company adopted a Cash Bonus Plan. Contributions to the
Cash Bonus Plan are made by the Company only after pre-tax operating profits
exceed $150,000 for a fiscal year, and then to the extent of 10% of the excess
of the greater or $150,000 of 25% of pre-tax operating profits. For the fiscal
year ended March 31, 2006 the contribution to the Cash Bonus
17
Plan was $75,500. The contribution for the fiscal year ended March 30, 2007 was
$20,000. The contribution for the fiscal year ended March 28, 2008 was $30,100.
FINANCIAL INFORMATION
A COPY OF IEH'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED MARCH 28, 2008 HAS BEEN
FURNISHED WITH THIS PROXY STATEMENT TO SHAREHOLDERS. A COMPLETE COPY OF IEH'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED MARCH 28, 2008 AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE BY
SHAREHOLDERS UPON WRITTEN REQUEST SENT TO ROBERT KNOTH, SECRETARY, IEH
CORPORATION, 140 58TH STREET, SUITE 8E, BROOKLYN, NEW YORK, 11220 SHAREHOLDERS
MAY RECEIVE, FOR A NOMINAL FEE, A COPY OF THE EXHIBITS. Each such request must
set forth a good faith representation that as of August 20, 2008, the person
making the request was the beneficial owner of shares of Common Stock of IEH
entitled to vote at the 2008 Annual Meeting of Shareholders.
Please read all the sections of this proxy statement carefully. We are
subject to the informational requirements of the Exchange Act and in accordance
therewith, file reports, proxy statements and other information with the SEC.
These reports, proxy statements and other information filed by us with the SEC
may be inspected without charge at the public reference section of the SEC at
100 F Street, NE, Washington, DC 20549, Office of Investor Education and
Assistance, as well as at the regional offices of the SEC. Copies of this
material also may be obtained from the SEC at prescribed rates. The SEC also
maintains a website that contains reports, proxy and information statements and
other information regarding public companies that file reports with the SEC.
Copies of these materials may be obtained from the SEC's website at
http://www.sec.gov.
------------------
OTHER BUSINESS
As of the date of this proxy statement, the items discussed herein
contain the only business which the Board of Directors intends to present, and
is not aware of any other matters which may come before the meeting. If any
other matter or matters are properly brought before the Annual Meeting, or any
adjournments thereof, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy on such matters in accordance with
their judgment.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has approved a rule governing the delivery of disclosure
documents. This rule allows us to send a single copy of this proxy statement to
any household at which two or more of our stockholders reside, if we believe
that the stockholders are members of the same family. Some banks, brokers and
other intermediaries may be participating in this practice of "householding"
proxy statements and annual reports. This rule benefits both the Company and its
stockholders as it reduces the volume of duplicate information received at a
stockholder's house and helps reduce our expenses. Each stockholder, however,
will continue to receive individual proxy cards or voting instructions forms.
Stockholders that have previously received a single set of disclosure documents
may request their own copy by contacting their bank, broker or other nominee
record holder. We will also deliver a separate copy of this proxy statement to
any stockholder upon written request to Corporate Secretary, IEH Corporation,
140 58th Street, Bldg. B, Suite 8E, Brooklyn, New York, 1120.
18
Shareholder Proposals
Proposals of shareholders intended to be presented at IEH's 2009 Annual
Meeting of Shareholders must be received by IEH on or prior to May 1, 2009 to be
eligible for inclusion in IEH's proxy statement and form of proxy to be used in
connection with the 2009 Annual Meeting of Shareholders.
Presentation at Meeting
For any proposal that is not submitted for inclusion in next year's
proxy statement (as described in the preceding paragraph) but is instead sought
to be presented directly at next year's annual meeting, SEC rules permit our
management to vote proxies in its discretion if (a) our management receives
notice of the proposal before the close of business on July 9, 2009 and advises
stockholders in next year's proxy statement about the nature of the matter and
how it intends to vote on such matter, or (b) our management does not receive
notice of the proposal prior to the close of business on July 9, 2009.
By Order of the Board of Directors.
Robert Knoth
Secretary
Dated: August 22, 2008
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.
19
IEH CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - SEPTEMBER 24, 2008
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of IEH CORPORATION, a New York corporation,
hereby appoints ROBERT KNOTH and MICHAEL OFFERMAN and each of them, proxies,
with full power of substitution to each, to vote all Common Shares of IEH
CORPORATION owned by the undersigned at the Annual Meeting of Shareholders of
IEH CORPORATION to be held on September 24, 2008 at 9:00 am (New York time) and
at any adjournments thereof, hereby revoking any proxy heretofore given.
The undersigned instructs such proxies to vote:
I. ELECTION OF DIRECTORS
FOR nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
(Instruction: Please check appropriate box. To withhold authority for
any individual nominee, strike a line through the Nominee's name in the list
below.)
NOMINEES FOR CLASS I DIRECTORS
Michael Offerman Murray Sennet
AND TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF, all as described in the Proxy Statement
dated on or about August 22, 2008 receipt of which is hereby acknowledged.
Either of the proxies, who shall be present and acting, shall have and
may exercise all the powers hereby granted, including, without limitation, to
vote to adjourn the meeting.
Unless contrary instructions are given, the shares represented by this
proxy will be voted (a) for the Election of the two (2) Directors nominated and
(b) to vote upon any other business as may properly come before the meeting or
any adjournment thereof. Please sign exactly as name appears hereon. Joint
Owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Said proxies will use their discretion with respect to any other
matters which properly come before the meeting.
Please sign, date and return this proxy immediately in the enclosed
envelope.
Dated: _____________________, 2008
-----------------------------------
Signature
-----------------------------------
Print Name
-----------------------------------
Print Name (if joint)
(Please date and sign exactly as name
appears at left. For joint accounts, each
joint owner should sign. Executors,
administrators, trustees, etc. should also
so indicate when signing.)