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
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
--------------------------------------------------------------------------------
1) Amount Previously Paid:
--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------------------
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 Tuesday, September 1, 2009
To the Shareholders of
IEH CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of IEH
CORPORATION ("IEH" or the "Company") will be held at the Company's offices at
140 58th Street, Bldg. B, Suite 8E, Brooklyn, New York 11220 on Tuesday,
September 1, 2009 at 10:00 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 7, 2009 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, in writing, prior to the Annual Meeting of Shareholders.
By Order of the Board of Directors
Robert Knoth
Chief Financial Officer and Secretary
Dated: August 10, 2009
YOUR VOTE IS VERY IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, IN ORDER TO ASSURE
REPRESENTATION OF YOUR SHARES, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES. YOU ARE URGED TO VOTE AS SOON AS POSSIBLE.
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 TUESDAY, SEPTEMBER 1, 2009
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 Tuesday, September 1, 2009 at 10:00 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 10, 2009 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 7, 2009 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 7,
2009. 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 pages 9 and
10 of this proxy statement.
What is the proxy card?
The proxy card enables you to appoint Michael Offerman, our President
and Chief Executive Officer and Robert Knoth, our Chief Financial Officer and
Secretary, 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.
2
What am I voting on?
At the Annual Meeting you are being asked to vote on the election of
Allen Gottlieb and Gerald Chafetz to the Board of Directors of IEH. Each of them
is currently a Director of the Company.
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 as Class II 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 7, 2009, 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 7, 2009, 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. If your shares are registered in the name of a bank
or brokerage firm you will receive instructions from your holder of record that
must be followed in order for the record holder to vote the shares per your
instructions. 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
3
nominee holder. If you do not make this request, you can still vote by using the
voting instruction card from your brokerage firm, bank or other nominee holder
enclosed with this proxy statement; however, you will not be able to vote in
person at the Annual Meeting. If you are a beneficial owner, please complete the
voting instruction card and return it as instructed so your shares of common
stock will be counted toward a quorum and voted at the Annual Meeting.
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.
4
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 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
5
vote in the election is required to elect each director.
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.
6
IEH CORPORATION
140 58th Street
Bldg. B, Suite 8E
Brooklyn, New York 11220
PROXY STATEMENT
FOR
Annual Meeting of Shareholders
To Be Held on Tuesday, September 1, 2009
This proxy statement and the accompanying form of proxy have been
mailed on or about August 10, 2009 to the holders of record on August 7, 2009
(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 Tuesday, September 1,
2009 at 10:00 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 the shareholders for a vote,
7
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 27,
2009, 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 27,
2009. 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 27, 2009 and March 28,
2008, IEH paid an aggregate of $36,600 and $31,250, 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 27, 2009 and March 28, 2008, 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 27, 2009 and March 28,
2008, 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 27, 2009 and March
28, 2008, 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 27, 2009 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 Annual 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 7, 2009 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 7, 2009
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 7,
2009, there were 2,303,468 shares of Common Stock issued and outstanding.
Amount of and
Nature of
Name and Address of Beneficial Beneficial
Title of Class Owner Ownership Percentage of Class
-------------- ----- --------- -------------------
Common Stock Michael Offerman(1) 923,784 40.1%
$.01 Par Value 140 58th Street
Brooklyn, NY 11220
Murray Sennet 24,500 1.1%
1900 Manor Lane
Plano, TX 75093
9
Allen Gottlieb 0 0
325 Coral Way
Ft. Lauderdale, FL 33301
Gerald E. Chafetz
140 58th Street 0 0
Brooklyn, NY 11220
Robert Knoth 1,770 *
140 58th Street
Brooklyn, NY 11220
David and Nancy Lopez (2) 188,500 8.2%
171 Edge of Woods Road
Southampton, NY 11969
Hummingbird Management, LLC(3) 127,700 5.5%
460 Park Avenue, 12th Floor
New York, NY 10022
All Officers & Directors as a Group
(5 in number) 950,054 41.2%
----------------------
* 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 four (4) members divided into two (2)
classes with two Class I Members and two Class II Members. The Bylaws of IEH
10
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 four (4)
members.
The persons nominated for election to IEH's Board of Directors at the
Annual Meeting are Allen Gottlieb and Gerald E. Chafetz who will serve as Class
II 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 BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE TWO (2)
NOMINEES FOR 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 Annual Meeting. The
information provided below indicates the Directors whose terms of office expire
at the Annual Meeting and the Directors whose term of office expires in 2010.
The Directors whose terms of office expire at the Annual Meeting are the
Directors nominated for election at the Annual Meeting.
Director Position with
Name Since Age Corporation Term Expires
---- ----- --- ----------- ------------
Michael Offerman 1973 67 Chairman of the Board of 2010
Directors and President
Murray Sennet 1970 86 Director 2010
Allen Gottlieb 1992 67 Director 2009
Gerald E. Chafetz 2009 66 Director 2009
--------------------
Michael Offerman 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 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.
11
Allen Gottlieb (Nominee) 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.
Gerald E. Chafetz (Nominee) has been a member of IEH's Board of
Directors since May 2009. Mr. Chafetz has been President of Capitol City
Companies since 1989. Capitol City Companies is a property management and home
improvement business.
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 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. David is the son of Michael Offerman,
President and Chief Executive Officer of the Company.
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
12
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 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 2009 fiscal year.
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. 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 27, 2009, 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
27, 2009, 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
13
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 three (3) of our directors, Allen
Gottlieb, Murray Sennet and Gerald Chafetz, would both qualify as "independent
directors" within the meaning of the term as applied by the Nasdaq Stock Market
Rule 4200(a)(15).
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
Given the small size of our operations, and our lack of financial
resources, we do not have a separate Nominating Committee of 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.
14
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, 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 27, 2009, March 28,
2008 and March 30, 2007, for the Company's President and Chief Executive Officer
and Chief Financial Officer:
-----------------------------------------------------------------------------------------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation Total
-----------------------------------------------------------------------------------------------------
Michael Offerman, Chief March 27, 2009 $158,500 $35,000 0 $193,500
Executive Officer, President (1) March 28, 2008 105,000 18,500 0 123,500
March 30, 2007 100,000 5,000 0 105,000
-----------------------------------------------------------------------------------------------------
Robert Knoth, March 27, 2009 $119,601 $25,000 0 $144,601
Chief Financial Officer March 28, 2008 84,002 14,600 0 98,602
March 30, 2007 80,000 4,000 0 84,000
-----------------------------------------------------------------------------------------------------
15
(1) During the years ended March 27, 2009, March 28, 2008 and March 30,
2007 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.
No officer of the Company (other than Mr. Offerman and Mr. Knoth)
received compensation (salary and bonus) in excess of $100,000 during any of the
fiscal years ended March 27, 2009, March 28, 2008 and March 30, 2007.
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 receive 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.
Stock Option Plan
On September 21, 2001 the Company's shareholders approved the adoption
of the Company's 2002 Employees Stock Option Plan ("2002 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 Plan.
Options granted to employees under the 2002 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 the 2002
Plan, the exercise price of an option designated as an incentive stock option
16
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 27,
2009, no options had been granted under the 2002 Plan.
Cash Bonus Plan
In 1987, the Company adopted a cash bonus plan for executive officers
("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 of $150,000 or 25% of
pre-tax operating profits. The contribution for the fiscal year ended March 28,
2008 was $59,500. The contribution for the fiscal year ended March 27, 2009 was
$121,000.
FINANCIAL INFORMATION
A COPY OF IEH'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED MARCH 27, 2009 HAS BEEN
FURNISHED WITH THIS PROXY STATEMENT TO SHAREHOLDERS. A COMPLETE COPY OF IEH'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 27, 2009 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 7, 2009, the person
making the request was the beneficial owner of shares of Common Stock of IEH
entitled to vote at the 2009 Annual Meeting of Shareholders.
Please read all the sections of this proxy statement carefully. We are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, 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 Public
Reference Section of the SEC at prescribed rates. The SEC also maintains a World
Wide Web site that contains reports, proxy and information statements and other
information regarding public companies that file reports through the SEC's
Electronic Data Gathering, Analysis and Retrieval System. Copies of these
materials may be obtained from the SEC's website at http://www.sec.gov.
------------------
17
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.
Shareholder Proposals
Proposals of shareholders intended to be presented at IEH's 2010 Annual
Meeting of Shareholders must be received by IEH on or prior to May 2, 2010 to be
eligible for inclusion in IEH's proxy statement and form of proxy to be used in
connection with the 2010 Annual Meeting of Shareholders.
By Order of the Board of Directors.
Robert Knoth
Chief Financial Officer and Secretary
Dated: August 10, 2009
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO VOTE
AS SOON AS POSSIBLE BY PROXY VIA MAIL IN ACCORDANCE WITH THE ENCLOSED VOTING
INSTRUCTIONS. PLEASE COMPLETE AND RETURN YOUR PROXY BY MAIL PROMPTLY IN THE
ENCLOSED PRE-ADDRESSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.
18
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 share of Common Stock of
IEH CORPORATION owned by the undersigned at the Annual Meeting of Shareholders
of IEH CORPORATION to be held on Tuesday, September 1, 2009 at 10:00 am (New
York time) and at any adjournments thereof, hereby revoking any proxy heretofore
given.
The undersigned instructs such proxies to vote:
With- For All
For hold Except
1. ELECTION OF DIRECTORS of all nominees listed [_] [_] [_]
(except as marked to the contrary below):
NOMINEES FOR CLASS II DIRECTORS
Allen Gottlieb Gerald Chafetz
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
---------------------------------------------------------------------------
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 7, 2009 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.
This proxy when properly executed, will be voted as directed. Unless
contrary instructions are given, the proxies intend to vote the shares
represented by this proxy as directed (a) FOR the election of the two (2) Class
II Directors nominated and (b) any other business as may properly come before
the meeting or any adjournment thereof.
A majority of the proxies present and acting in person, or by their
substitutes (or if only one present and acting, then that one) may exercise all
powers conferred hereby. The proxies will use their discretionary authority
conferred with respect to any other matters which properly come before the
meeting.
------------------------
Please be sure to sign and date | Date |
this proxy card in the box below. | |
--------------------------------------------------------------------------------
| |
| |
-----------sign above-----------------------------------------------------------
--------------------------------------------------------------------------------
^ Detach here, sign, date and mail in postage paid envelope provided. ^
IEH CORPORATION
--------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
Please sign, date and return this proxy immediately in the enclosed
envelope.
(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.)
--------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
-------------------------------------- ------------------------------------
PROXY MATERIALS ARE
-------------------------------------- AVAILABLE ON-LINE AT:
------------------------------------
-------------------------------------- http://www.cfpproxy.com/0795
------------------------------------