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
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ACME UNITED 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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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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5) Total fee paid:
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[ ] 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:
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4) Date Filed:
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(Page)
March 8, 2002
Dear Fellow Shareholder:
On behalf of your Board of Directors and Management, I cordially invite you to
attend the Annual Meeting of Shareholders of Acme United Corporation scheduled
to be held on Monday, April 22, 2002 at 11:00 a.m., at the American Stock
Exchange, 86 Trinity Street New York, New York. I look forward to greeting
personally those shareholders able to attend.
At the Meeting, shareholders will be asked to elect seven directors to serve for
a one-year term; and approve a new Employee Stock Option Plan. Information
regarding these matters are set forth in the accompanying Notice of Annual
Meeting and Proxy Statement to which you are urged to give your prompt
attention.
It is important that your shares be represented and voted at the Meeting.
Whether or not you plan to attend, please take a moment to sign, date and
promptly mail your proxy in the enclosed prepaid envelope. This will not limit
your right to vote in person should you attend the meeting.
On behalf of your Board of Directors, thank you for your continued support and
interest in Acme United Corporation.
Sincerely,
Walter C. Johnsen
President and Chief Executive Officer
(1)
Acme United Corporation
1931 Black Rock Turnpike
Fairfield, Connecticut 06432
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 2002
Notice is hereby given that the Annual Meeting of Shareholders of Acme United
Corporation will be held at the American Stock Exchange, 86 Trinity Street New
York, New York, on Monday, April 22, 2002, at 11:00 A.M. for the following
purposes:
1. To elect seven Directors of the Company to serve until the next Annual
Meeting and until their successors are elected.
2. To consider and vote upon a new Employee Stock Option Plan.
3. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on March 4, 2002 will be
entitled to vote at the meeting and at any adjournment thereof.
March 8, 2002
--------------------------------------
Fairfield, Connecticut Ronald P. Davanzo, Vice President and
Chief Financial Officer, Secretary and
Treasurer
YOUR VOTE IS IMPORTANT
You are urged to date, sign and promptly return your proxy so that your shares
may be voted in accordance with your wishes and in order that the presence of a
quorum may be assured. The prompt return of your signed proxy, regardless of the
number of shares you hold, will aid the Company in reducing the expense of
additional proxy solicitation. The giving of such proxy does not affect the
right to vote in person in the event you attend the meeting.
Enclosure: The Annual Report of the Company for the year 2001.
(2)
Acme United Corporation
1931 Black Rock Turnpike
Fairfield, Connecticut 06432
ANNUAL MEETING OF SHAREHOLDERS
April 22, 2002
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the directors of Acme United Corporation (hereinafter called the "Company")
to be used at the Annual Meeting of Shareholders of the Company, to be held
April 22, 2002, or at any adjournment thereof. The purposes are set forth in the
accompanying Notice of Annual Meeting of Shareholders and in this Proxy
Statement. Any proxy given may be revoked by a shareholder orally or in writing
at any time prior to the voting of the proxy.
The approximate date on which this Proxy Statement and the enclosed Proxy is
first sent or given to shareholders is March 8, 2002.
Only holders of Common Stock of record at the close of business on March 4, 2002
will be entitled to vote at the meeting. Each holder of the 3,410,051 issued and
outstanding shares of $2.50 par value Common Stock is entitled to one vote per
share.
Each share of Common Stock is entitled to one vote on each question to be
presented at the Annual Meeting. A plurality of the vote cast by the shares of
stock entitled to vote, in person or by proxy, at the Annual Meeting will elect
directors as long as a quorum is present. A quorum consists of a majority of the
votes entitled to be cast on a question. Once a share is represented for any
purpose at the meeting, it is deemed present for quorum purposes for the
remainder of the meeting. If a quorum exists, action on each other question to
be voted upon will be approved if votes, in person or by proxy, cast by
shareholders favoring the action exceed the vote cast by shareholders opposing
the action. In certain circumstances, a shareholder will be considered to be
present at the Annual Meeting for quorum purposes, but will not be deemed to
have voted in the election of directors or in connection with other matters
presented for approval at the Annual Meeting. Such circumstances will exist
where a shareholder is present but specifically abstains from voting, or where
shares are represented at a meeting by a proxy conferring authority to vote on
certain matters but not for the election of directors or on other matters. Under
Connecticut law, such abstentions and non-votes have a neutral effect on the
election of management's nominees for directors and on the approval or
disapproval of the other matters presented for shareholder action.
(3)
PRINCIPAL SHAREHOLDERS
The following information is given with respect to any person who, to the
knowledge of the Company's Board of Directors, owns beneficially more than 5% of
the Common Stock of the Company (exclusive of treasury shares) as of February 1,
2002:
- ------------------------------ ----------------- --------------- ---------------
Shares
Owned on
Type of February 1, Percent of
Shareholder Ownership 2001 Class
- ------------------------------ ----------------- --------------- ---------------
Walter C. Johnsen Direct 277,272 (1) 6.92
1931 Black Rock Turnpike
Fairfield, CT 06432
- ------------------------------ ----------------- --------------- ---------------
R. Scott Asen Direct 602,690 15.04
Asen and Co.
224 East 49th Street
New York, NY 10017
- ------------------------------ ----------------- --------------- ---------------
(1) In addition, Mr. Johnsen has the right to acquire 227,500 shares issuable
upon exercise of outstanding options within 60 days of February 1, 2002.
SECURITY OWNERSHIP OF MANAGEMENT
The following table indicates, as to each named executive officer, director and
nominee, and as to all directors and executive officers as a group, the number
of shares and percentage of the Company's Common Stock beneficially owned as of
February 1, 2002. The persons shown have sole voting power in these shares
except as shown in the footnotes below.
Common Stock Beneficially Owned
as of February 1,2002
- ----------------------------------------------------- ----------- ------------
Number of Shares (1) Percent
- ----------------------------------------------------- ----------- ------------
James A. Benkovic....................39,710 (2) *
- ----------------------------------------------------- ----------- ------------
Larry H. Buchtmann...................35,000 (3) *
- ----------------------------------------------------- ----------- ------------
Ronald P. Davanzo....................54,875 (4) 1.37
- ----------------------------------------------------- ----------- ------------
George R. Dunbar ....................52,622 (5) 1.31
- ----------------------------------------------------- ----------- ------------
Richmond Y. Holden, Jr. .............27,972 (6) *
- ----------------------------------------------------- ----------- ------------
Walter C. Johnsen...................504,772 (7) 12.60
- ----------------------------------------------------- ----------- ------------
Wayne R. Moore ......................45,143 (5) 1.13
- ----------------------------------------------------- ----------- ------------
Brian S. Olschan....................105,375 (8) 2.63
- ----------------------------------------------------- ----------- ------------
Gary D. Penisten ...................126,787 (5) 3.16
Stevenson E. Ward III ................3,500 (9) *
- ----------------------------------------------------- ----------- ------------
Executive Officers and Directors
as a Group (10 persons)........995,756
- ----------------------------------------------------- ----------- ------------
*Less than 1.0%
(4)
(1) Based on a total of 3,410,051 outstanding shares as of February 1, 2002 and
596,650 shares issuable upon exercise of outstanding options exercisable
within 60 days of February 1, 2002.
(2) Includes 30,250 shares issuable upon exercise of outstanding options
exercisable within 60 days of February 1, 2002.
(3) Includes 34,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of February 1, 2002.
(4) Includes 40,875 shares issuable upon exercise of outstanding options within
60 days of February 1, 2002.
(5) Includes 25,000 shares issuable upon exercise of outstanding options
exercisable within 60 days of February 1, 2002.
(6) Includes 22,500 shares issuable upon exercise of outstanding options within
60 days of February 1, 2002.
(7) Includes 227,500 shares issuable upon exercise of outstanding options
within 60 days of February 1, 2002.
(8) Includes 99,375 shares issuable upon exercise of outstanding options within
60 days of February 1, 2002.
(9) Includes 2,500 shares issuable upon exercise of outstanding options within
60 days of February 1, 2002.
(5)
ELECTION OF DIRECTORS
Each of the following persons has been nominated as a director until the next
Annual Meeting of Shareholders and until his successor is chosen and qualified.
The proxies in the enclosed form which are executed and returned will be voted
(unless otherwise directed) for the election as directors of the following
nominees, all of whom are now members of the Board of Directors:
- ------------------------ ----------------------------------------------------------------------- ---------------------
Nominees Principal Occupation Director Since
- ------------------------ ----------------------------------------------------------------------- ---------------------
Walter C. Johnsen President and Chief Executive Officer of the Company since 1995
(age 51) November 30,1995; Executive Vice President from January 24,
1995 to November 29, 1995. Formerly served as Vice Chairman
and a principal of Marshall Products, Inc., a medical supply
distributor.
- ------------------------ ----------------------------------------------------------------------- ---------------------
Gary D. Penisten Chairman of the Board of the Company since February 27, 1996. He is a 1994
(age 70) Director of D.E. Foster & Partners L.P., an executive search firm.
From 1977 to 1988, he was Senior Vice President of Finance, Chief
Financial Officer and a Director of Sterling Drug Inc. From 1974 to
1977 he served as Assistant Secretary of the Navy for Financial
Management. Prior to that, he was employed by General
Electric Company.
- ------------------------ ----------------------------------------------------------------------- ---------------------
Wayne R. Moore President and Chief Executive Officer of the Moore Special Tool 1976
(age 70) Company(1974-1993)and its Chairman of the Board(1986-1993). He was
Chairman of the Board of the Producto Machine Company (1994-1997).
Mr. Moore was Chairman of the Association for Manufacturing
Technology/U.S. Machine Tool Builders(1985-1986) and Committee Member
of the U.S. Eximbank (1984). He is a Trustee of the American
Precision Museum and on the Board of Advisors of the Fairfield
University School of Engineering.
- ------------------------ ----------------------------------------------------------------------- ---------------------
(6)
- ------------------------ ----------------------------------------------------------------------- ---------------------
George R. Dunbar President of The U.S. Baird Corporation since January 2001 and 1977
(age 78) President of Dunbar Associates, a municipal management consulting
firm. Former Chief Administrative Officer for the City of Bridgeport.
President (1972-1987), Bryant Electric Division of Westinghouse
Electric Corporation, manufacturer of electrical distribution and
utilization products, Bridgeport, CT.
- ------------------------ ----------------------------------------------------------------------- ---------------------
Richmond Y. Holden, Jr. President and Chief Executive Officer of J.L. Hammett Co. since 1992; 1998
(age 48) Executive Vice President from 1989 to 1992. J.L. Hammett Co. is a
distributor and retailer of
educational products throughout
the United States. He is currently
Chairman of the Board of PC-Build,
a computer upgrade, network
services and computer services
company.
- ------------------------ ----------------------------------------------------------------------- ---------------------
Brian S. Olschan Executive Vice President and Chief Operating Officer of the Company 2000
(age 45) as of January 25, 1999; Senior Vice President - Sales and Marketing
from September 12, 1996 to January
24, 1999; formerly served as Vice
President and General Manager of
the Cordset and Assembly Business
of General Cable Corporation, an
electrical wire and cable
manufacturer.
- ------------------------ ----------------------------------------------------------------------- ---------------------
Stevenson E. Ward III Vice President and Chief Financial Officer of Triton Thalassic 2001
(age 56) Technologies, Inc. since September 2000. From 1999 thru 2000, Mr.
Ward served as Senior Vice President-Administration of
Sanofi-Synthelabo, Inc. He also served as Executive Vice President
(1996-1999) and Chief Financial Officer (1994-1995) of Sanofi, Inc.
and Vice President, Pharmaceutical Group, Sterling Winthrop, Inc.
(1992-1994). Prior to joining Sterling he was
employed by General Electric Company.
- ------------------------ ----------------------------------------------------------------------- ---------------------
(7)
Management does not expect that any of the nominees will become unavailable for
election as a director, but, if for any reason that should occur prior to the
Annual Meeting, the persons named in the proxy will vote for such substitute
nominee, if any, as may be recommended by Management.
There were no material transactions between the Company and any officer of the
Company, any director or nominee for election as director, any security holder
holding more than 5% of the Common Stock of the Company or any relative or
spouse of any of the foregoing persons, except for the following: on September
21, 2001 the Company repurchased from R. Scott Asen (a security holder holding
more than 5% of the Common Stock of the Company) 50,000 shares of Common Stock
of the Company at $2.90 a share, for a total of $145,000.
The Board of Directors had seven meetings. All directors attended at least 75%
of the aggregate of the total number of the Board meetings and meetings of
Committees of which they were a member.
DIRECTORS' FEES
All directors who are not salaried employees received a fee of $2,500 per
quarter plus $500 for each Board of Directors meeting attended. The fees earned
for service on the Committees of the Board were $500 per Committee meeting and
$500 for each one-half day, or major portion thereof, devoted to Committee work.
The Chairman of each Committee earned an additional $500 per day to compensate
for the broader responsibility and related effort.
DIRECTORS STOCK OPTIONS
Under the Non-Salaried Directors Stock Option Plan, options were granted on
April 28, 1997 for 10,000 shares each to Messrs. Dunbar, Moore and Penisten, of
which 2,500 shares vested on April 28, 1997, 2,500 shares vested on April 28,
1998, 2,500 shares vested on April 28, 1999, and 2,500 shares vested on April
28, 2000. On April 27, 1998, options were granted for 2,500 shares each to
Messrs. Dunbar, Moore and Penisten, of which all shares vested immediately. On
April 27, 1998, options were granted for 10,000 shares to Richmond Y. Holden,
Jr., of which 2,500 vested April 27, 1998, 2,500 vested on April 27, 1999, 2,500
vested on April 27, 2000 and 2,500 vested on April 27, 2001. On April 26, 1999,
options were granted for 2,500 shares to Messrs. Dunbar, Holden, Moore and
Penisten, of which all shares vested immediately. On April 24, 2000, options
were granted for 2,500 shares to Messrs. Dunbar, Holden, Moore and Penisten, of
which all shares vested immediately. On April 24, 2001, options were granted for
7,500 shares to Messrs. Dunbar, Holden, Moore and Penisten, of which all shares
vested immediately. Additionally on April 24, 2001, options were granted for
10,000 shares to Stevenson E. Ward III of which 2,500 shares vested on April 25,
2001, 2,500 shares will vest on April 25, 2002, 2,500 shares will vest on April
25, 2003 and 2,500 shares will vest on April 25, 2004.
(8)
Newman M. Marsilius, a former Director, had been previously been granted options
for 10,000 shares, which fully vested on April 27, 1998 upon his retirement from
the Board; the Board extended the exercise date for his options to expiration of
the Plan.
COMMITTEE STRUCTURE
There is an Executive Committee of the Board of Directors, which is composed of
Mr. Penisten as Chairman, and Mr. Dunbar. The function of the Executive
Committee is to act for the Board of Directors during the intervals between
meetings of the Board. During 2001, the Committee met once.
There is an Audit Committee of the Board of Directors, which is composed of Mr.
Holden as Chairman, and Messrs. Ward and Moore.
The members of the Audit Committee are "independent" as such term is defined in
Section 121A of the American Stock Exchange's listing standards. The Board of
Directors has adopted a written charter for the Audit Committee, a copy of which
was included as Appendix A to the proxy statement for the annual meeting held on
April 23, 2001.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Company's financial reporting process on behalf
of the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the Committee reviewed
the audited financial statements in the Annual Report with management including
a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The Committee reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the Company's accounting principles and
such other matters as are required to be discussed with the Committee under
generally accepted auditing standards. In addition, the Committee has discussed
with the independent auditors the auditors' independence from management and the
Company, including the matters in the written disclosures received by the Audit
Committee as required by the Independence Standards Board, and has considered
the compatibility of nonaudit service with the auditors' independence.
The Committee discussed with the Company's independent auditors the overall
scope and plans for their respective audits. The Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting. The
Committee held two meetings during fiscal year 2001.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended December 31, 2001 for filing with the Securities and Exchange
Commission. The Committee and the Board have also selected the Company's
independent auditors.
(9)
NOMINATING COMMITTEE
The functions of a Nominating Committee are performed by the whole Board. The
Board will consider nominees for directors recommended by shareholders, and such
recommendations may be made by submitting in writing to the Board at least sixty
(60) days prior to the annual meeting at which the election of directors is to
be held (subject to certain requirements set forth in the by-laws), care of the
Secretary at the Company's principal executive office, the name, address,
telephone number and resume of his or her business and educational background
along with a written statement by the shareholder as to why such person should
be considered for election to the Board of Directors.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION COMMITTEE AND INSIDER PARTICIPATION
The Company's executive compensation program is administered by the Compensation
Committee of the Board of Directors. During 2001, the Committee was composed of
certain non-employee members of the Board of Directors, which include Mr. Dunbar
as Chairman, and Messrs. Holden, and Penisten. The Committee had two meetings
during 2001.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is committed to a strong, positive link between
business, performance and strategic goals, and compensation and benefit
programs.
OVERALL EXECUTIVE COMPENSATION POLICY
Our compensation policy is designed to support the overall objective of
enhancing value for our shareholders by:
- Attracting, developing, rewarding and retaining highly qualified and
productive individuals.
- Directly relating compensation to both Company and individual
performance.
- Ensuring compensation levels that are externally competitive and
internally equitable.
Following is a description of the elements of the Company's executive
compensation program and how each relates to the objectives and policy outlined
above.
(10)
BASE SALARY
The Committee reviews each executive officer's salary annually. In determining
appropriate salary levels, we consider level and scope of responsibility,
experience, company and individual performance, internal equity, as well as pay
practices of other companies relating to executives of similar responsibility.
By design, we strive to set executives' salaries at competitive market levels.
External surveys and resource materials are used to verify this. We believe
maximum performance can also be encouraged through the use of appropriate
incentive programs.
ANNUAL INCENTIVES
Annual incentive award opportunities are made available to executives to
recognize and reward corporate and individual performance. The plan in effect
for 2001 provided for an incentive bonus based on the achievement of corporate
profitability goals set for each individual, based upon his area of
responsibility. The bonuses would range from 5% to 50% of base salary, provided
a minimum goal were reached. The amount individual executives may earn under the
bonus plan is directly dependent upon the individual's position, responsibility
and ability to impact our financial success and corporate goals. The bonuses
awarded in 2001 to top management are listed in the Summary Compensation Table
below.
In 2002, the incentive plan criteria will be similar to the plan in 2001.
STOCK OPTION INCENTIVES
The Company's stock option compensation program is administered by the Board of
Directors, which acts upon recommendations of the Compensation Committee. The
purpose of the Company's Amended and Restated Stock Option Plan for Employees is
to promote the interests of the Company by enabling its key employees to acquire
an increased proprietary interest in the Company and thus to share in the future
success of the Company's business. Accordingly, the plan is intended as a means
not only of attracting and retaining outstanding management personnel but also
of promoting a closer identity of interests between employees and stockholders.
Since the employees eligible to receive options under the plan will be those who
are in a position to make important and direct contributions to the success of
the Company, the Board believes that the grant of options under the plan has
been and will continue to be in the best interests of the Company.
The Company's Amended and Restated Stock Option Plan terminated on February 24,
2002, at which time options previously granted under the Plan continue to vest
and to be exercisable in accordance with their terms; however, no new options
may be granted under the Plan after February 24, 2002. A new stock option plan
is proposed for adoption at this annual meeting.
The following options were granted in 2001:
Options for 25,000 shares were granted to Walter C. Johnsen on May 7,
2001 of which 6,250 shares vested on May 8, 2001, 6,250 will vest on
May 8, 2002, 6,250 shares will vest on May 8, 2003, and 6,250 shares on
May 8, 2004. Additionally 25,000 shares were granted on November 12,
2001 of which 6,250 shares vested on November 13, 2001 and 6,250 shares
will vest on November 13, 2002, 6,250 shares will vest on November 13,
2003 and 6,250 shares will vest on November 13, 2004.
(11)
Options for 20,000 shares were granted to Brian S. Olschan on May 7,
2001 of which 5,000 shares vested on May 8, 2001, 5,000 will vest on
May 8, 2002, 5,000 shares will vest on May 8, 2003, and 5,000 shares on
May 8, 2004. Additionally 20,000 shares were granted on November 12,
2001 of which 5,000 shares vested on November 13, 2001 and 5,000 shares
will vest on November 13, 2002, 5,000 shares will vest on November 13,
2003 and 5,000 shares will vest on November 13, 2004.
Options for 13,000 shares were granted to Ronald P. Davanzo on May 7,
2001 of which 3,250 shares vested on May 8, 2001, 3,250 will vest on
May 8, 2002, 3,250 shares will vest on May 8, 2003, and 3,250 shares on
May 8, 2004. Additionally 10,000 shares were granted on November 12,
2001 of which 2,500 shares vested on November 13, 2001 and 2,500 shares
will vest on November 13, 2002, 2,500 shares will vest on November 13,
2003 and 2,500 shares will vest on November 13, 2004.
Options for 7,000 shares were granted to James A. Benkovic on May 7,
2001 of which 1,750 shares vested on May 8, 2001, 1,750 will vest on
May 8, 2002, 1,750 shares will vest on May 8, 2003, and 1,750 shares on
May 8, 2004. Additionally 10,000 shares were granted on November 12,
2001 of which 2,500 shares vested on November 13, 2001 and 2,500 shares
will vest on November 13, 2002, 2,500 shares will vest on November 13,
2003 and 2,500 shares will vest on November 13, 2004.
Options for 8,000 shares were granted to Larry H. Buchtmann on May 7,
2001 of which 2,000 shares vested on May 8, 2001, 2,000 will vest on
May 8, 2002, 2,000 shares will vest on May 8, 2003, and 2,000 shares on
May 8, 2004. Additionally 10,000 shares were granted on November 12,
2001 of which 2,500 shares vested on November 13, 2001 and 2,500 shares
will vest on November 13, 2002, 2,500 shares will vest on November 13,
2003 and 2,500 shares will vest on November 13, 2004.
The Board also granted options for 44,000 shares in the aggregate to
fifteen other employees with staggered vesting dates through November
12, 2004.
RATIONALE FOR CEO COMPENSATION
Walter C. Johnsen was designated President and Chief Executive Officer of the
Company effective on November 30, 1995. His compensation package was designed to
encourage performance in line with the interests of our shareholders. We believe
Mr. Johnsen's total compensation was competitive in the external marketplace and
reflective of Company and individual performance. Mr. Johnsen's annual
compensation during 2001 was $260,000 per annum.
COMPENSATION COMMITTEE
George R. Dunbar, Chairman
Richmond Y. Holden, Jr.
Gary D. Penisten
(12)
The Compensation Committee Report on Executive Compensation shall not be deemed
incorporated by reference by any general statement incorporating by reference in
this proxy statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
SUMMARY COMPENSATION TABLE
The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the four other most highly
compensated officers of the Company at the end of the last completed fiscal
year. No information is given as to any person for any fiscal year during which
such person was not an officer of the Company.
ANNUAL COMPENSATION
- ------------------------------- ------ ----------- -------- ----------------- --------------
Other Annual All Other
Name and Principal Position Year Salary (1) Bonus Compensation (2) Compensation
- ------------------------------- ------ ----------- -------- ----------------- --------------
Walter C. Johnsen 2001 $257,346 $43,125 $ 0 $ 0
President & Chief 2000 $228,224 $30,000 $ 0 $ 0
Executive Officer (3) 1999 $194,679 $25,000 $ 0 $11,666 (3)
- ------------------------------- ------ ----------- -------- ----------------- --------------
Brian S. Olschan 2001 $220,067 $36,563 $ 0 $ 0
Executive Vice President 2000 $193,385 $25,000 $ 0 $ 0
& Chief Operating Officer (4) 1999 $173,467 $25,000 $ 0 $ 0
- ------------------------------- ------ ----------- -------- ----------------- --------------
Ronald P. Davanzo 2001 $143,673 $11,250 $ 0 $ 0
Vice President-Chief 2000 $128,384 $25,000 $ 0 $ 0
Financial Officer (5) 1999 $109,621 $10,000 $ 0 $ 0
- ------------------------------- ------ ----------- -------- ----------------- --------------
$ 0
James A. Benkovic 2001 $128,673 $11,250 $ 0 $ 0
Vice President- 2000 $114,193 $10,000 $ 0 $ 0
Consumer Sales (6) 1999 $104,621 $ 0 $ 0
- ------------------------------- ------ ----------- -------- ----------------- --------------
Larry H. Buchtmann 2001 $138,894 $11,250 $ 0 $ 0
Vice President- 2000 $126,692 $10,000 $ 0 $ 0
Manufacturing (7) 1999 $116,928 $10,000 $ 0 $ 0
- ------------------------------- ------ ----------- -------- ----------------- --------------
(1) Effective 1997, the Company changed its payroll payment cycle from monthly
to bi-weekly. The salary reported is gross wages paid, which varies
slightly from annual compensation.
(2) Does not include the value of perquisites and other personal benefits
because the aggregate amount of such compensation, if any, does not exceed
the lesser of $50,000 or ten (10%) percent of the total amount of annual
salary and bonus for any named individual.
(3) Walter C. Johnsen received $11,666 in deferred compensation in 1999.
(13)
(4) Brian S. Olschan joined Acme as Senior Vice President-Sales and Marketing
on September 12, 1996. He was promoted to Executive Vice President and
Chief Operating Officer on January 25, 1999.
(5) Ronald P. Davanzo joined Acme as Director, International Finance and
Planning on May 19, 1997. He was promoted to Vice President - International
on April 27, 1998. He was named Vice President and Chief Financial Officer,
Secretary and Treasurer on March 18, 1999.
(6) James A. Benkovic joined Acme as Western Regional Sales Manager on June 18,
1990. He was promoted to Vice President of Sales - Consumer Products on
October 1, 1991.
(7) Larry H. Buchtmann joined Acme as Vice President-Manufacturing on March 17,
1998.
OPTION GRANTS IN LAST FISCAL YEAR
AND POTENTIAL REALIZABLE VALUES
The following table provides information concerning each option granted during
the last fiscal year to each of the named executive officers and the potential
realizable value of such options at certain assumed rates of stock appreciation.
Individual Grants
- -------------------- -------------- -------------- ----------------- ------------------- --------------------------
Potential
Realizable Value
% of Total at Assumed
Number of Options Annual Rates of
Shares Granted to Stock Price
Underlying Employees in Appreciation for
Options Fiscal Exercise or Option Term
Name Granted (1) Year Base Price Expiration Date 5% 10%
- -------------------- -------------- -------------- ----------------- ------------------- --------------------------
Walter C. Johnsen 25,000 13.0% $2.75 per share May 7,2011 $43,000 $110,000
25,000 13.0% $3.05 per share November 12, 2011 48,000 122,000
- -------------------- -------------- -------------- ----------------- ------------------- --------------------------
Brian S. 20,000 10.4% $2.75 per share May 7, 2011 $35,000 $88,000
Olschan
20,000 10.4% $3.05 per share November 12, 2011 38,000 97,000
- -------------------- -------------- -------------- ----------------- ------------------- --------------------------
Ronald P. 13,000 6.8% $2.75 per share May 7, 2011 $22,000 $57,000
Davanzo $3.05 per share
10,000 5.2% November 12, 2011 19,000 49,000
- -------------------- -------------- -------------- ----------------- ------------------- --------------------------
James A. 7,000 3.6% $2.75 per share May 7,2011 $12,000 $31,000
Benkovic
10,000 5.2% $3.05 per share November 12, 2011 19,000 49,000
- -------------------- -------------- -------------- ----------------- ------------------- --------------------------
Larry H. 8,000 4.2% $2.75 per share May 7, 2011 $14,000 $35,000
Buchtmann
10,000 5.2% $3.05 per share November 12, 2011 19,000 49,000
- -------------------- -------------- -------------- ----------------- ------------------- --------------------------
(1) The dates on which the shares vest are summarized under the heading Stock
Option Incentives in the preceding pages.
(14)
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table provides information concerning each option exercised during
the last fiscal year by each of the named executive officers and the value of
unexercised options held by such executive officers at the end of the fiscal
year.
- ------------------------------------- ------------------ ------------------- ------------------------- ----------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year End Fiscal Year End
Shares (#) (1) ($)(1)(2)
Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- ------------------------------------- ------------------ ------------------- ------------------------- ----------------------------
Walter C. Johnsen -0- $0 217,500/72,500 $134,00/$91,000
- ------------------------------------- ------------------ ------------------- ------------------------- ----------------------------
Brian S. Olschan -0- $0 91,250/53,750 $94,000/$68,000
- ------------------------------------- ------------------ ------------------- ------------------------- ----------------------------
Ronald P. Davanzo -0- $0 36,500/33,500 $45,000/$43,000
- ------------------------------------- ------------------ ------------------- ------------------------- ----------------------------
Larry H. Buchtmann -0- $0 30,250/24,750 $35,000/$30,000
- ------------------------------------- ------------------ ------------------- ------------------------- ----------------------------
James A. Benkovic -0- $0 27,750/22,250 $27,000/$26,000
- ------------------------------------- ------------------ ------------------- ------------------------- ----------------------------
(1) The Company has no unexercised SARs.
(2) Values stated are based on the closing price per share of the Company's
Common Stock on the American Stock Exchange on December 31, 2001, the
last trading day of the fiscal year.
(15)
ACME UNITED CORPORATION RETIREMENT PLANS
In December 1995, the Board of Directors adopted a resolution to freeze the
defined benefit pension plan resulting in no further benefit accruals after
February 1, 1996. The life annuity annual benefit at age 65 was zero for Walter
C. Johnsen, Brian S. Olschan, Ronald P. Davanzo and Larry H. Buchtmann and
$3,188 for James A. Benkovic. Amounts earned by others under this plan are not
subject to a deduction for estimated Social Security benefits, and do not
include benefits which would result from the transfer by a retiring employee of
his accrued profit-sharing account balance to the pension plan.
CHANGE-IN-CONTROL ARRANGEMENTS AND SEVERANCE PAY PLAN
The Company has a Salary Continuation Plan in effect covering officers of the
Company employed in the United States at the level of Vice President or above,
under the age of 65 and having at least one (1) year of Company service. This
plan covers Walter C. Johnsen, Brian S. Olschan, Ronald P. Davanzo, James A.
Benkovic and Larry H. Buchtmann and is designed to retain key employees and
provide for continuity of management in the event of an actual or threatened
change in control of the Company. First, the plan provides that in the event of
such a change in control each such key employee would have specific rights and
receive certain benefits if, within one year after such change in control (two
years for officers who like Mr. Johnsen and Mr. Olschan are also directors),
either the employee's employment is terminated by the Company involuntarily,
his/her responsibility, status or compensation is reduced, or if he/she is
transferred to a location unreasonably distant from his/her current location. In
such circumstances the compensation which the employee would be entitled to
receive would be a lump sum payment equal to a specific number of months'
compensation based upon the level of his/her non-deferred compensation in effect
immediately preceding such disposition. Secondly, any such key employee
resigning within six (6) months after the disposition of the Company (one year
for certain officers who like Mr. Johnsen and Mr. Olschan are also directors)
would be entitled to a similar payment. Under the first scenario Messrs. Johnsen
and Olschan would be entitled to thirty (30) months' compensation, respectively
and Messrs. Davanzo, Benkovic and Buchtmann eighteen (18) months compensation.
Under the second scenario, Messrs. Johnsen and Olschan would be entitled to
twenty-four (24) months', and Messrs. Davanzo, Buchtmann and Benkovic would be
entitled to six (6) months' compensation.
The Company has a Severance Pay Plan in effect covering officers of the Company
employed in the United States at the level of Vice President or above, under the
age of 65 and having at least one (1) year of Company service. This Plan covers
Messrs. Johnsen, Olschan, Davanzo, Benkovic and Buchtmann and is designed to
enable the Company to attract and retain key employees. The Plan provides that
in the event the key employee's employment is terminated by the Company
involuntarily, his/her responsibility, status or compensation is reduced, or if
he/she is transferred to a location unreasonably distant from his/her current
location, he/she shall be entitled to benefits under the Plan. In such
circumstances the compensation which the employee would be entitled to receive
would be a lump sum payment equal to a specific number of months compensation
based upon the level of his/her non-deferred compensation in effect immediately
preceding such termination. Under the Plan Messrs. Johnsen and Olschan would be
entitled to nine (9) months' compensation, and Messrs. Davanzo, Benkovic and
Buchtmann six (6) months' compensation, upon such severance. This plan applies
only if the Salary Continuation Plan does not apply.
(16)
PERFORMANCE GRAPH
The following Performance Graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such Acts.
The graph compares the yearly cumulative total stockholder return on the
Company's Common Stock with the yearly cumulative total return of (a) the AMEX
Market Index and (b) a peer group of companies that, like the Company, (i) are
currently listed on the American Stock Exchange, and (ii) have a market
capitalization of $10 million to $20 million. The peer group includes the
following companies: Ableauctions.com, Ablest Incorporated, Advantage Marketing
Sys, Amcon Distributing Co, American Shared Hosp SVC, Ampex Corp CL A, Andrea
Electronics Corp., Antex Biologics, Arrhythmia Research Tech., Atlantic Premium
Brands, Avalon Holdings Corp, Azco Mining Inc., Baldwin Technology Inc. A, Big
City Radio Inc., Bionova Holding Corp., Blackrock CA Inv QMT, Blackrock FL IQMT,
Blackrock NJ IQMT, Blackrock NY IQMT, Boots and Coots International, Canyon
Resources Corp, Cardiotech Internat Inc, Careside Inc., Carmel Container System,
Cel-Sci Corp., Cheniere Energy Inc., Chequemate International, Comforce Corp.,
Competitive Technologies, Congoleum Corp, Continucare Corp., Core Materials
Corp, Cornerstone Bancorp, Cybex Internat, Dayton Mining Corp., Decorator
Industries, Dor Biopharma Inc., Easyriders Inc., Eaton Vance MA MUNI INCM, EDT
Learning Inc., Emagin Corporation, Empire Resources Inc., Engex Inc., Equidyne
Corporation, Eresource Capital Group, Falmouth Bancorp Inc, Flanigan's
Enterprise Inc., Franklin Electronic Publication, Global Income Fund Inc,
Goldfield Corp, Gouverneur Bancorp Inc., Graham Corp, Gristedes Foods Inc.,
Grupo Simec S A ADR, GSE Systems Inc., Harken Energy Corp., Harold's Stores Inc,
Hearx Ltd, Hersha Hospitality Trust, Hi-Shear Technology Corp, Horizon Medical
Products, Integra Inc., Intelligent Systems Corp, Interstate General Company LP,
Iomed Inc., J Alexander's Corp, Kentucky First Bancorp, Laidlaw Global Corp.,
Matec Corp., McRae Industries CL A, Medical Advisory Systems, Michael Anthony
Jewelers, Nimbus Group Inc., Northern Technology, Nstor Technologies Inc.,
Panaco Inc., Pinnacle Bancshares Inc, Pittsbgh & WV Railroad, Ratexchange Corp.,
Reading International Inc. A, REFAC, Richmont Mines Inc, Riviera Holdings Corp.,
Security Assoc Intl Inc, Selas Corp of America, Semotus Solutions Inc.,
Servotronics Inc., Southern Banc Co., Southfirst Bancshares, Spigadoro
Incorporated, Stephen Company, Sterling Cap CP, Streettracks DJ Global,
Streettracks DJ US LC VL, Streettracks DJ US SM CP, Streettracks Fortune 500,
Tech Flavors and Fragrance, Thackeray Corp, Tofutti Brands Inc., Tofutti Brands
Inc., Transnational Financial Network, Uni-Marts Inc, Varsity Brands Inc., Vita
Food Products Inc., VSI Holdings Inc., Wellco Enterprises Inc, Well- Gardner
Electronic, Westminster Capital, Inc.
The Company does not believe it can reasonably identify a peer group of
companies on an industry or line-of-business basis for the purpose of developing
a comparative performance index. While the Company is aware that some other
publicly-traded companies market products in the Company's remaining
line-of-business, none of these other companies provide most or all of the
products offered by the Company, and many offer other products or services as
well. Moreover, some of these other companies that engage in the Company's
line-of-business do so through divisions or subsidiaries that are not
publicly-traded. Furthermore, many of the other companies are substantially more
highly capitalized than the Company. For these reasons, any such comparison
would not, in the opinion of the Company, provide a meaningful index of
comparative performance.
(17)
The comparisons in the graph below are based on historical data and are not
indicative of, or intended to forecast, the possible future performance of the
Company's Common Stock.
(Printer: Insert Graph)
COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY, PEER GROUP AND
AMEX MARKET INDEX
- --------------------------------FISCAL YEAR ENDED-------------------------------
1996 1997 1998 1999 2000 2001
ACME UNITED CORP 100.00 109.09 40.91 20.45 51.15 70.91
PEER GROUP 100.00 93.79 55.53 50.16 23.25 18.85
AMEX MARKET INDEX 100.00 120.33 118.69 147.98 146.16 139.43
PROPOSAL FOR A NEW EMPLOYEE STOCK OPTION PLAN
DESCRIPTION OF 2002 EMPLOYEE STOCK OPTION PLAN
The Company adopted a stock option plan, effective February 26, 2002, subject to
shareholder approval. Under the Plan, key employees of the Company (including
directors and officers who are employees) may be granted options to purchase
shares of Common Stock.
The Plan permits the granting of a 150,000 shares of Common Stock at a price
equal to one hundred percent (100%) of the fair market value of the Common Stock
on the date that the option is granted provided, however, that the price shall
not be less than the par value of the Common Stock which is subject to the
option. Further, no Incentive Stock Option may be granted to an employee owning
Common Stock having more than 10% of the voting power of the Company unless the
option price for such employee's option is at least 110% of the fair market
value of the Common Stock subject to the option at the time the option is
granted and the option is not exercisable after the expiration of five years
from the date of granting. The par value of the Company's Common Stock is
presently $2.50 per share. No option may be granted under the Plan after the
tenth anniversary of the adoption of the Plan. Unless otherwise specified by the
Board, options granted under the Plan are Incentive Stock Options under the
provisions and subject to the limitations of Section 422 of the Internal Revenue
Code.
(18)
ADMINISTRATION OF THE PLAN
The Plan is administered by the Board of Directors of the Company. In
administering the Plan, the Board acts upon recommendations of the Compensation
Committee, which consists of members of the Board who are not employees of the
Company. Subject to the provisions of the Plan, the Board determines the
employees who will receive options under the Plan, the number of shares subject
to each option and the terms of those options, and interprets the Plan and makes
such rules of procedure as the Board may deem proper.
Upon the granting of any option, the optionee must enter into a written
agreement with the Company setting forth the terms upon which the option may be
exercised. Such an agreement sets forth the length of the term of the option and
the timing of its exercise as determined by the Board. Under terms of the Plan,
options are exercisable in accordance with the following schedule: 25% on the
day after the date of the grant; 25% one day after first year anniversary of the
date of grant; 25% one day after second year anniversary of date of grant; 25%
one day after third year anniversary of date of grant. In no event shall the
length of an option extend beyond ten years from the date of its grant. An
optionee may exercise an option by delivering payment to the Company in cash.
Under the Plan, if the employment of any person to whom an option has been
granted is terminated for any reason other than the death, disability or
retirement of the optionee, the optionee may exercise within thirty (30) days of
such termination such options as the optionee could have exercised if his or her
employment had continued for such 30 day period. If the termination is by reason
of retirement, the optionee may exercise the option, in whole or in part, at any
time within one year following such termination of employment, but if the option
is exercised later than three (3) months from the date of retirement the option
shall not constitute an Incentive Stock Option. If the optionee dies while
employed by the Company or its subsidiaries, or during a period after
termination of employment in which the optionee could exercise an option, the
optionee's beneficiary may exercise the option within one year of the date of
the optionee's death but in no event may the option be exercised later than the
date on which the option would have expired if the optionee had lived. If the
termination is by reason of disability, the optionee may exercise the option, in
whole or in part, at any time within one year following such termination of
employment or within such other period, not exceeding three years after the date
of disability as is set forth in the option agreement with respect to such
options, provided, however, that if the option is exercised later than one year
after the date of disability, it shall not constitute an Incentive Stock Option.
In addition, if an optionee ceases to be employed by the Company and becomes, or
continues to be, a member of the Board of Directors prior to the time the
optionee's option(s) would have otherwise expired, the optionee's option(s)
shall continue to vest in accordance with the terms of the Plan and shall
continue to be exercisable for the remainder of the term of the option(s). Any
option which is not exercised by the optionee within the three month period
immediately following the optionee's termination of employment, or, in the case
of termination of employment on account of disability, within one year after the
date of disability, shall cease to be an Incentive Stock Option. If an optionee
described in the preceding two sentences ceases to be a member of the Board of
Directors for any reason, the optionee's option(s) shall terminate in accordance
with the provisions of Section 2.4(a) of the Amended and Restated Acme United
Corporation Non-Salaried Director Stock Option Plan, which section (i) cancels
any unvested options at that time; (ii) permits a twelve-month period for
exercise of vested options in the event of termination due to death or
disability; and (iii) permits a thirty-day period for exercise of vested options
in the event of termination due to any other reason, except that the Board may
in its discretion extend the period of exercise.
(19)
Notwithstanding the above, no option may be exercised after the expiration date
specified in the option agreement.
FEDERAL INCOME TAX CONSEQUENCES
With respect to the tax effects of non-qualified stock options, since the
options granted under the Plan do not have a "readily ascertainable fair market
value" within the meaning of the Federal income tax laws, an optionee of an
option will realize no taxable income at the time the option is granted. When a
non-qualified stock option is exercised, the optionee will generally be deemed
to have received compensation, taxable at ordinary income tax rates, in an
amount equal to the excess of the fair market value of the shares of Common
Stock of the Company on the date of exercise of the option over the option
price. The Company will withhold income and employment taxes in connection with
the optionee's recognition of ordinary income as a result of the exercise by an
optionee of a non-qualified stock option. The Company generally can claim an
ordinary deduction in the fiscal year of the Company which includes the last day
of the taxable year of the optionee which includes the exercise date or the date
on which the optionee recognizes income. The amount of such deduction will be
equal to the ordinary income recognized by the optionee. When stock acquired
through the exercise of a non-qualified stock option is sold, the difference
between the optionee's basis in the shares and the sale price will be taxed to
the optionee as a capital gain (or loss).
With respect to the tax effects of Incentive Stock Options, the optionee does
not recognize any taxable income when the option is granted or exercised. If no
disposition of shares issued to an optionee pursuant to the exercise of an
Incentive Stock Option is made by the optionee within two years after the date
the option was granted or within one year after the shares were transferred to
the optionee, then (a) upon sale of such shares, any amount realized in excess
of the option price (the amount paid for the shares) will be taxed to the
optionee as long-term capital gain and any loss sustained will be a long-term
capital loss and (b) no deduction will be allowed to the Company for Federal
income tax purposes. The exercise of an Incentive Stock Option will give rise to
an item of tax preference that may result in alternative minimum tax liability
for the optionee.
If shares of Common Stock acquired upon the exercise of an Incentive Stock
Option are disposed of prior to the expiration of the two year and one year
holding periods described above (a "Disqualifying Disposition") generally (a)
the optionee will realize ordinary income in the year of disposition in an
amount equal to the excess (if any) of the fair market value of the shares at
exercise (or, if less, the amount realized upon the sale of such shares) over
the option price thereof, and (b) the Company will be entitled to deduct such
amount, subject to applicable withholding requirements. Any further gain
realized will be taxed as short-term or long-term capital gain and will not
result in any deduction by the Company. A Disqualifying Disposition will
eliminate the item of tax preference associated with the exercise of the
Incentive Stock Option.
(20)
CHANGES IN PLAN
The Plan may be terminated, suspended, or modified at any time by the Board of
Directors, but no amendment increasing the maximum number of shares for which
option may be granted (except to reflect a stock split, stock dividend or other
distribution), reducing the option price of outstanding options, extending the
period during which options may be granted, otherwise materially increasing the
benefits accruing to optionees or changing the class of persons eligible to be
optionees shall be made without first obtaining approval by a majority of the
shareholders of the Company. No termination, suspension or modification of the
Plan shall adversely affect any right previously acquired by the optionee or
other beneficiary under the Plan.
Options granted under the Plan may not be transferred other than by will or by
the laws of descent and distribution and, during the optionee's lifetime may be
exercised only by the optionee.
All of the Options previously issued under the prior plan remain unchanged and
outstanding.
VOTES REQUIRED
The approval of the 2002 Employee Stock Option Plan requires the affirmative
vote of a majority of the shares of Common Stock of the Company voting in person
or by proxy on the amendment. If the amendment is not approved by shareholders,
it will not become effective.
The Board of Directors recommends a vote FOR approval of the 2002 Employee Stock
Option Plan.
SELECTION OF AUDITORS
The Board of Directors has reappointed Ernst & Young LLP as independent auditors
to audit the financial statements of the Company for the current fiscal year.
Representatives of Ernst & Young LLP are expected to be present at the 2002
Annual Meeting with the opportunity to make a statement if they desire to do so
and are expected to be available to respond to appropriate questions. The
Company knows of no direct or material indirect financial interest in the
Company or of any connection with the Company by this accounting firm except the
professional relationship between auditor and client.
FEES TO AUDITORS
A. Audit Fees
Fees for the last annual audit were $138,000 for professional
services rendered in connection with review of the financial statements
for the most recent fiscal year end.
(21)
B. All other Fees
All other fees were $68,400, including audit related services.
Audit related services generally include fees for pension and statutory
audits, business acquisitions, accounting consultations and SEC
registration statements.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's common stock, to file with the SEC and the
American Stock Exchange reports of ownership and changes in ownership of common
stock and other equity securities of the Company. Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on review of copies of such reports furnished to the Company or
written representations that no other reports were required, the Company
believes that, during the 2001 fiscal year, all filing requirements applicable
to its officers, directors and greater than 10% beneficial owners were complied
with.
SHAREHOLDER PROPOSALS
To allow sufficient time for preparation of the proxy and proxy statement,
shareholder proposals for presentation at the Annual Meeting scheduled for April
21, 2003 must be received by the Secretary of the Company no later than November
23, 2002.
In addition, the Company's by-laws provide that any shareholder wishing to make
a nomination for the office of director at the 2003 Annual Meeting must give the
Company at least sixty (60) days' advance notice, and that notice must meet
certain requirements set forth in the by-laws. Shareholders may request a copy
of the by-laws from the Secretary of the Company.
Notices and requests should be addressed to Secretary, Acme United Corporation,
1931 Black Rock Turnpike, Fairfield, Connecticut 06432.
OTHER BUSINESS
Management does not know of any matters to be presented, other than those
described herein, at the Annual Meeting. If any other business should come
before the meeting, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies in accordance with their best
judgment.
Solicitation of proxies is being made by management through the mail, in person
and by telephone. The Company will be responsible for costs associated with this
solicitation.
(22)
By Order of the Board of Directors
Ronald P. Davanzo, Vice President and
Chief Financial Officer, Secretary
and Treasurer
Acme United Corporation
1931 Black Rock Turnpike
Fairfield, Connecticut 06432
March 8, 2002
(23)