NORTECH SYSTEMS INC — Proxy Solicitation & Information Statement 2002

Apr 8, 2002

DEF 14A 1 a2075491zdef14a.htm DEF 14A QuickLinks -- Click here to rapidly navigate through this document

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

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Nortech Systems Incorporated
(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):
ý	No fee required
o	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:
o	Fee paid previously with preliminary materials.
o	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:

end of user-specified TAGGED TABLE ZEQ.=1,SEQ=1,EFW="2075491",CP="NORTECH SYSTEMS INCORPORATED",DN="1",CHK=603593,FOLIO='blank',FILE='DISK030:[02STP6.02STP1766]AA1766A.;3',USER='MVANGB',CD=';2-APR-2002;14:41' THIS IS THE END OF A COMPOSITION COMPONENT

Nortech Systems Incorporated

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be Held May 9, 2002

TO THE SHAREHOLDERS OF NORTECH SYSTEMS INCORPORATED:

The Annual Meeting of Shareholders of Nortech Systems Incorporated (the "Company") will be held at the Wayzata Country Club, 200 West Wayzata Boulevard, Wayzata, Minnesota, on May 9, 2002, at 4:00 p.m., for the following purposes:

Only shareholders of record at the close of business on March 22, 2002, will be entitled to notice of and to vote at the meeting or any adjournment thereof.

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.

Your attention is called to the accompanying Proxy Statement.

April 8, 2002

ZEQ.=1,SEQ=2,EFW="2075491",CP="NORTECH SYSTEMS INCORPORATED",DN="1",CHK=898355,FOLIO='blank',FILE='DISK030:[02STP6.02STP1766]MA1766A.;4',USER='MVANGB',CD=';2-APR-2002;14:41' THIS IS THE END OF A COMPOSITION COMPONENT

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Nortech Systems Incorporated

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS, MAY 9, 2002

This Proxy Statement is furnished to shareholders of NORTECH SYSTEMS INCORPORATED, a Minnesota corporation (the "Company"), in connection with the solicitation on behalf of the Company's Board of Directors of proxies for use at the annual meeting of shareholders to be held on May 9, 2002, and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

The address of the principal executive office of the Company is 1120 Wayzata Boulevard East, Suite 201, Wayzata, Minnesota 55391. This Proxy Statement and form of Proxy are being mailed to shareholders of the Company on April 8, 2002.

SOLICITATION AND REVOCATION OF PROXIES

The costs and expenses of solicitation of proxies will be paid by the Company. In addition to the use of the mails, proxies may be solicited by directors, officers and regular employees of the Company personally or by telegraph, telephone or letter with extra compensation. The Company will reimburse brokers and other custodians, nominees or fiduciaries for their expenses in forwarding proxy material to principals and obtaining their proxies.

Proxies in the form enclosed are solicited on behalf of the Board of Directors. Any shareholder giving a proxy in such form may revoke it at any time before it is exercised. Such proxies, if received in time for voting and not revoked, will be voted at the annual meeting in accordance with the specification indicated thereon.

VOTING RIGHTS

Only shareholders of record of the Company's 2,373,087 shares of Common Stock outstanding as of the close of business on March 22, 2002, will be entitled to execute proxies or to vote. Each share of Common Stock is entitled to one vote. A majority of the outstanding shares must be represented at the meeting, in person or by proxy, to transact business.

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ELECTION OF DIRECTORS

The bylaws of the Company provide for a Board of Directors consisting of one or more members, and further provide that the shareholders at each annual meeting shall determine the number of directors. The Company's Board of Directors recommends that the number of directors be set at five and it is intended that the proxies accompanying this statement will be voted at the 2002 meeting to establish a Board of Directors consisting of five members. All of the nominees are presently directors of the Company. Proxies solicited by the Board of Directors will, unless otherwise directed, be voted for the election of the following four nominees:

MICHAEL J. DEGEN QUENTIN E. FINKELSON MYRON KUNIN RICHARD W. PERKINS C. TRENT RILEY

Following is information regarding the nominees:

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Name	Age	Position
Michael J. Degen	57	Director
Quentin E. Finkelson	69	President and Chief Executive Officer, Secretary, and Chairman of the Board of Directors
Myron Kunin	73	Director
Richard W. Perkins	71	Director
C. Trent Riley	62	Director

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From 1998 until December 31, 2000, Mr. Degen was the Managing Director, Worldwide Operations, of The Toro Company, a manufacturer of lawn mowers, snow throwers and other products. From 1995 to 1998, he was the Managing Director, Worldwide Parts, of The Toro Company. Since March of 2001 he has been a Senior Manager of SSI Worldwide, a technology consulting company. He has been a director of the Company since May, 1998.

Mr. Finkelson has been President and Chief Executive Officer, Secretary, and Chairman of the Board of Directors of the Company since 1990.

Mr. Kunin has served since 1983 as Chairman of the Board of Directors of Regis Corporation, the world's largest owner, operator and franchisor of hair and retail hair product salons. He has been a director of the Company since 1990.

Mr. Perkins has served since 1985 as President, Chief Executive Officer and a director of Perkins Capital Management, Inc., a registered investment advisor. He is also a director of Bio-Vascular, Inc., iNTELEFILM Corporation, CNS, Inc., PW Eagle, Inc., Harmony Holdings, Inc., Lifecore Biomedical, Inc., Paper Warehouse, Inc., Quantech Ltd. and Vital Images, Inc. He has been a director of the Company since 1993.

Mr. Riley has served since 1996 as President of Riley Dettman & Kelsey LLC, management consultants. He has been a director of the Company since October, 2001.

DIRECTORS MEETINGS

There were three meetings of the Board of Directors and one additional written action by the Board during the last fiscal year. All directors attended meetings of the Board and committees of the Board on which such director served.

The Company does not have a standing nominating committee of the Board. The Compensation Committee consists of Messrs. Kunin, Riley and Perkins. The Audit Committee consists of Messrs. Degen, Perkins and Riley. Each Committee met once during the last fiscal year.

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EXECUTIVE OFFICERS

The Executive Officers of the Company are as follows:

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Name	Age	Position
Quentin E. Finkelson	69	President, Chief Executive Officer, Secretary and Chairman of the Board of Directors
Gregory D. Tweed	51	Executive Vice President and Chief Operating Officer
Garry M. Anderly	55	Senior Vice President, Corporate Finance and Treasurer
Peter L. Kucera	56	Vice President, Corporate Quality
Donald E. Horne	53	Vice President, Corporate Procurement

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Mr. Finkelson has been President and Chief Executive Officer, Secretary and Chairman of the Board of Directors of the Company since 1990.

Mr. Tweed has been Executive Vice President and Chief Operating Officer of the Company since May, 1996. From 1993 to May, 1996, he was Senior Vice President and General Manager of the Company.

Mr. Anderly has been Senior Vice President, Corporate Finance and Treasurer of the Company since May 1996. He was Vice President of Finance and Administration from 1991 to May 1996.

Mr. Kucera has been Vice President, Corporate Quality of the Company since 1991.

Mr. Horne has been Vice President, Corporate Procurement of the Company, since December, 1997. From 1992 to November, 1997, he was Director of Materials, Bemidji operations.

REPORT OF AUDIT COMMITTEE

The Board of Directors of the Company has adopted a charter for the Audit Committee, a copy of which was included in the Company's Proxy Statement prepared in connection with the 2001 annual shareholders' meeting. The charter charges the Committee with the responsibility for, among other things, reviewing the Company's audited financial statements and the financial reporting process. In carrying out that responsibility, the committee has reviewed and discussed the matters required to be discussed by Statement of Auditing Standards 61, as amended, with the independent auditors. In addition, the Committee has reviewed the written disclosures required by Independence Standards Board Standard No. 1, which were received from the Company's independent accountants, and has discussed the independent accounts' independence with them. Based on these reviews and discussions, the Committee recommended to the Board of Directors that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the Company's fiscal year ended December 31, 2001.

The members of the Audit Committee are "independent" as defined in NASD Rule 4200(15)(d).

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REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is composed of the independent outside directors whose names appear following this report. The Committee considers a variety of issues in establishing compensation policies for executive officers, with the primary basis for compensation being the financial performance of the Company. Compensation for executive officers includes three elements: base salaries, bonuses, and options to acquire Common Stock. Salaries are based on factors such as the individual's level of responsibility and the amount of salary paid to executives with similar responsibilities in comparable companies. Stock options are designed to increase the incentive for an executive's interest in the Company's long-term success as measured by the market value of its stock.

The chief executive officer's compensation for 2001 was based on the policies described above, with particular emphasis upon the Company's excellent financial performance. Further, it was determined that the compensation of the chief executive officer was comparable to compensation of chief executive officers of comparable companies. The compensation of the other executive officers was set at the level necessary to attract and retain executives performing the functions being performed by such executives.

Base salaries for executive officers are determined by evaluating the responsibilities of the position held and the experience and performance of the individual. Reference is also made to the competitive marketplace for executive talent.

The Committee decided not to grant any stock options to its executive officers in 2001.

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ZEQ.=3,SEQ=6,EFW="2075491",CP="NORTECH SYSTEMS INCORPORATED",DN="1",CHK=469045,FOLIO='4',FILE='DISK030:[02STP6.02STP1766]ME1766A.;12',USER='LSMITH',CD=';2-APR-2002;15:33' THIS IS THE END OF A COMPOSITION COMPONENT

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SUMMARY COMPENSATION TABLE

The following table shows, for the fiscal years ended December 31, 2001, 2000 and 1999, the cash compensation paid by the Company, as well as certain other compensation paid or accrued for those years, to the Company's chief executive officer, and each of the other executive officers whose total annual compensation in 2001 exceeded $100,000.

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				Long-Term Compensation Awards
					All Other Compensation ($)(1)
Name and Principal Position	Year	Salary($)	Bonus($)	Options(#)
Quentin E. Finkelson President/Chief Executive Officer, Secretary, and Director	2001 2000 1999	165,360 165,360 150,320	62,700 59,530 15,000	0 6,000 0	14,882 15,000
Gregory D. Tweed Executive Vice President and Chief Operating Officer	2001 2000 1999	131,560 131,331 119,622	53,200 47,362 15,000	0 6,000 0	40,495 8,100
Garry Anderly Senior Vice President, Corporate Finance and Treasurer	2001 2000 1999	115,773 115,570 105,248	43,700 41,678 15,000	0 6,000 0
Peter Kucera Vice President, Corporate Quality	2001 2000 1999	88,733 83,315 73,320	33,719 31,944 10,000	0 6,000 0	12,798
Donald E. Horne Vice President, Corporate Procurement	2001 2000 1999	85,342 79,706 65,523	32,430 30,724 7,500	0 6,000 0

end of user-specified TAGGED TABLE (1) Represents compensation paid to the named executive officers for unused vacation.

STOCK OPTION GRANTS

Option Grants in Last Fiscal Year

There were no stock options granted by the Company to any of the named executives in fiscal 2001.

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STOCK OPTION EXERCISES AND OPTION VALUES

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

The following table contains information concerning stock options exercised during 2001 and stock options unexercised at the end of 2001 with respect to each of the Named Executive Officers.

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Name	Shares Acquired on Exercise(#)	Value Realized($)	Number of Unexercised Options/ at Fiscal Year-End (#) — Exercisable/ Unexercisable	Value of Unexercised In-the-Money Options/ at Fiscal Year-End ($)(1) — Exercisable/ Unexercisable
Quentin E. Finkelson	0	0	116,120/14,800	172,649/24,096
Gregory D. Tweed	0	0	44,700/8,800	67,219/17,976
Garry Anderly	0	0	32,200/8,800	48,844/17,976
Peter Kucera	0	0	14,200/6,800	15,484/15,936
Donald E. Horne	0	0	2,400/3,600	6,948/10,422

end of user-specified TAGGED TABLE (1) Value of unexercised in-the-money options is determined by multiplying the difference between the exercise price per share and $6.02, the closing price per share on December 31, 2001, by the number of shares subject to such options.

DIRECTOR COMPENSATION

The directors received no monetary compensation for their services as directors during the last fiscal year.

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COMPARATIVE STOCK PRICE PERFORMANCE

The graph below compares total shareholder return on the Company's Common Stock for the last five fiscal years with the total return on The JPM Company (a peer issuer) and the NASDAQ Composite Index for the same periods. The graph assumes $100 invested on December 31, 1996.

Nortech Systems Incorporated Comparative Stock Price Performance

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	1996	1997	1998	1999	2000	2001
Nortech	100	93	65	40	151	115
The JPM Company	100	121	80	45	4	0.1
NASDAQ Composite	100	100	140	259	157	124

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ZEQ.=3,SEQ=9,EFW="2075491",CP="NORTECH SYSTEMS INCORPORATED",DN="1",CHK=703988,FOLIO='7',FILE='DISK030:[02STP6.02STP1766]MG1766A.;8',USER='LSMITH',CD=';2-APR-2002;15:31' THIS IS THE END OF A COMPOSITION COMPONENT

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 31, 2002, the ownership of Common Stock of the Company by each shareholder who is known by the Company to own beneficially more than 5% of the outstanding shares of the Company, by each director and by each executive officer identified in the Summary Compensation Table, and by all executive officers and directors as a group. The parties listed in the table have the voting and investment powers with respect to the shares indicated.

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Name of Beneficial Owner	Number of Shares Beneficially Owned(1)		Percent of Class
Myron Kunin 7201 Metro Boulevard Edina, MN 55439	1,137,145		47.9 %
Quentin E. Finkelson	235,438		9.9 %
Richard W. Perkins	25,000		1.1 %
Gregory D. Tweed	50,400		2.1 %
Garry M. Anderly	37,400		1.6 %
Michael J. Degen	6,000		*
Peter Kucera	21,648		*
Donald E. Horne	2,400		*
C. Trent Riley	2,000		*
All executive officers and directors as a group (nine persons)	1,517,431	(2)	63.9 %

end of user-specified TAGGED TABLE (1) Includes the following shares not currently outstanding but deemed beneficially owned because of the right to acquire such shares pursuant to options exercisable within sixty (60) days: 97,400 shares by Mr. Finkelson, 49,900 shares by Mr. Tweed, 37,400 shares by Mr. Anderly, 13,000 shares by Mr. Perkins, 5,000 shares by Mr. Kunin, 6,000 shares by Mr. Degen, 16,200 shares by Mr. Kucera, and 2,400 shares by Mr. Horne. (2) Includes 227,300 shares subject to options exercisable within sixty (60) days. * Less than one percent (1%).

The Company will mail its annual report for the year 2001 on or about April 8, 2002, to all shareholders of the Company of record on March 22, 2002.

INDEPENDENT ACCOUNTANTS

The Board of Directors has appointed Larson, Allen, Weishair & Co., LLP, as independent accountants of the Company for 2002. Larson, Allen, Weishair & Co., LLP, has performed this function for the Company since 1991. Members of the firm will be available at the annual meeting of shareholders to answer questions and to make a statement if they desire to do so.

The aggregate fees billed to the Company by Larson, Allen, Weishair & Co., LLP, for professional services rendered for the audit of the Company's annual financial statements for the year 2001 and the reviews of the financial statements included in the Company's Forms 10-Q for that year were $110,361.00.

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Other than audit fees, the aggregate fees billed to the Company by Larson, Allen, Weishair & Co., LLP, for the most recent fiscal year, none of which were financial information systems design and implementation fees, were $22,080.00. The Audit Committee of the Board of Directors has determined that the services performed by Larson, Allen, Weishair & Co., LLP, other than audit services, were compatible with Larson, Allen, Weishair & Co., LLP, maintaining its independence.

QUORUM AND VOTE REQUIRED

The presence in person or by proxy of the holders of a majority of the voting power of the shares of common stock issued, outstanding and entitled to vote at a meeting for the transaction of business is required to constitute a quorum. The election of each director will be decided by plurality votes. As a result, any shares not voted for director (whether by withholding authority, broker non-vote or otherwise) have no impact on the election of directors except to the extent the failure to vote for an individual results in another individual receiving a larger number of votes.

SHAREHOLDER PROPOSALS

Any proposal by a shareholder for the annual shareholders' meeting in May, 2003, must be received by the secretary of the Company at 1120 Wayzata Boulevard East, Suite 201, Wayzata, Minnesota 55391, not later than the close of business on November 9, 2002.

Proposals received by that date will be included in the 2003 proxy statement if the proposals are proper for consideration at an annual meeting and are required for inclusion in the proxy statement by, and conform to, the rules of the Securities and Exchange Commission.

OTHER BUSINESS

The management does not know of any business other than the hereinbefore set forth that may be presented for action at the annual meeting of shareholders. If any other matters are properly presented at the meeting for action, the persons named in the accompanying proxy will vote upon them in accordance with their best judgment.

Minneapolis, Minnesota April 8, 2002

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ZEQ.=2,SEQ=11,EFW="2075491",CP="NORTECH SYSTEMS INCORPORATED",DN="1",CHK=628552,FOLIO='9',FILE='DISK030:[02STP6.02STP1766]MI1766A.;7',USER='MVANGB',CD=';2-APR-2002;14:37' THIS IS THE END OF A COMPOSITION COMPONENT

NORTECH SYSTEMS INCORPORATED

ANNUAL MEETING OF STOCKHOLDERS MAY 9, 2002

NORTECH SYSTEMS INCORPORATED

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 9, 2002

The undersigned hereby appoints Quentin E. Finkelson and Garry Anderly and either of them, proxies for the undersigned, with full power of substitution, to represent the undersigned and to vote all of the shares of the Common Stock of Nortech Systems Incorporated (the Company) which the undersigned is entitled to vote at the annual meeting of shareholders of the Company to be held on May 9, 2002, and at any and all adjournments thereof.

See reverse for voting instructions.

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1. To fix the number of directors of the Company at five. o For o Against o Abstain

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2.
To withhold authority to vote for any individual nominee strike a line through the nominee's name in the list above.

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1. In their discretion, on such other matters as may properly come before the meeting.

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and will be voted as directed herein. If no direction is given, this proxy will be voted FOR all the nominees listed in paragraph 2.

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Dated
(Signature of Shareholders)
(Signature of Shareholders)
Where stock is registered jointly in the names of two or more persons ALL should sign. Signature(s) should correspond exactly with the name(s) as shown above. Please sign and date and return promptly in the enclosed envelope. No postage need be
affixed if mailed in the United States.

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TOC_BEGIN ANNUAL MEETING OF SHAREHOLDERS, MAY 9, 2002 SOLICITATION AND REVOCATION OF PROXIES VOTING RIGHTS TOC_BEGIN ELECTION OF DIRECTORS DIRECTORS MEETINGS EXECUTIVE OFFICERS REPORT OF AUDIT COMMITTEE REPORT ON EXECUTIVE COMPENSATION TOC_BEGIN SUMMARY COMPENSATION TABLE STOCK OPTION GRANTS STOCK OPTION EXERCISES AND OPTION VALUES DIRECTOR COMPENSATION COMPARATIVE STOCK PRICE PERFORMANCE Nortech Systems Incorporated Comparative Stock Price Performance TOC_BEGIN SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT INDEPENDENT ACCOUNTANTS QUORUM AND VOTE REQUIRED SHAREHOLDER PROPOSALS OTHER BUSINESS SEQ=,FILE='QUICKLINK',USER=AHANSON,SEQ=,EFW="2075491",CP="NORTECH SYSTEMS INCORPORATED",DN="1" TOCEXISTFLAG