RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, California 92126-4202
NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING OF STOCKHOLDERS
WILL BE HELD ON MAY 14, 2004
An Annual Meeting of Stockholders of RF Industries, Ltd., a Nevada
corporation (the "Company"), will be held at the corporate office at 7610
Miramar Road, Suite 6000, San Diego, California 92126-4202 on Friday, May 14,
2004, at 1:30 p.m., Pacific Standard Time, for the following purposes:
1. To elect six directors of the Company who shall serve until the 2004 Annual
Meeting of Stockholders (and until the election and qualification of their
successors).
2. To ratify the selection of J.H. Cohn LLP as the Company's independent
public accountants for the fiscal year ending October 31, 2004.
3. To transact such other business as may properly come before the Annual
Meeting of Stockholders or any adjournment thereof.
The Board of Directors has fixed the close of business on March 17, 2004 as
the record date for determination of stockholders entitled to notice of and to
vote at the Annual Meeting of Stockholders or any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting of
Stockholders in person. Regardless of whether you plan to attend the meeting,
please sign and date the enclosed Proxy and return it promptly in the
accompanying envelope, postage for which has been provided if mailed in the
United States. The prompt return of Proxies will ensure a quorum and save the
Company the expense of further solicitation. Any stockholder returning the
enclosed Proxy may revoke it prior to its exercise by voting in person at the
meeting or by filing with the Secretary of the Company a written revocation or a
duly executed Proxy bearing a later date.
By Order of the Board of Directors
Terrie A. Gross,
Corporate Secretary
Chief Financial Officer
San Diego, California
April 5, 2004
RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, California 92126-4202
PROXY STATEMENT
General
The enclosed Proxy is solicited on behalf of the Board of Directors of RF
Industries, Ltd., a Nevada corporation (the "Company"), for use at the Annual
Meeting of Stockholders ("Annual Meeting") to be held on Friday, May 14, 2004,
at 1:30 p.m., local time, or at any adjournment or postponement thereof. The
Annual Meeting will be held at the corporate office at 7610 Miramar Road, Suite
6000, San Diego, California 92126-4202. The Company mailed this Proxy Statement
and the accompanying Proxy and Annual Report to all stockholders entitled to
vote at the Annual Meeting on or about April 5, 2004.
Voting
Only stockholders of record at the close of business on March 17, 2004,
will be entitled to notice of and to vote at the Annual Meeting. On March 17,
2004, there were __________ shares of Common Stock outstanding. The Company is
incorporated in Nevada, and is not required by Nevada corporation law or its
Articles of Incorporation to permit cumulative voting in the election of
directors.
On each or any other matter properly presented and submitted to a vote at
the Annual Meeting, each share will have one vote and an affirmative vote of a
majority of the shares represented at the Annual Meeting and entitled to vote
will be necessary to approve the matter. Shares represented by proxies that
reflect abstentions or broker non-votes (that is, shares held by a broker or
nominee which are represented at the meeting, but with respect to which such
broker or nominee is not empowered to vote on a particular proposal) will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum but are not counted for any purpose in determining whether a matter has
been approved. If the enclosed proxy is properly executed and returned to, and
received by, the Company prior to voting at the Annual Meeting, the shares
represented thereby will be voted in accordance with the instructions marked
thereon. In the absence of instructions, the shares will be voted "FOR" (i) the
nominees of the Board of Directors in the election of the six directors whose
terms of office will extend until the 2005 Annual Meeting of Stockholders and
until their respective successors are duly elected and qualified, and (ii) the
approval of the re-appointment of J.H. Cohn LLP as the Company's independent
public accountants for the 2004 fiscal year.
Revocability of Proxies
When the enclosed Proxy is properly executed and returned, the shares it
represents will be voted at the Annual Meeting in accordance with any directions
noted thereon, and if no directions are indicated, the shares it represents will
be voted in favor of the proposals set forth in the notice attached hereto. Any
person giving a Proxy in the form accompanying this statement has the power to
revoke it any time before its exercise. It may be revoked by filing with the
Secretary of the Company's principal executive office, 7610 Miramar Road, San
Diego, California 92126-4202, an instrument of revocation or a duly executed
Proxy bearing a later date, or it may be revoked by attending the Annual Meeting
and voting in person. Please note, however, that if your shares are held of
record by a broker, bank or other nominee and you wish to vote in person at the
Annual Meeting, you must obtain from the record holder a proxy issued in your
name.
Solicitation
The Company will bear the entire cost of solicitation of Proxies, including
the preparation, assembly, printing, and mailing of this Proxy Statement, the
Proxy, and any additional material furnished to stockholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
to forward to such beneficial owners. In addition, the Company may reimburse
such persons for their cost of forwarding the solicitation material to such
beneficial owners. The solicitation of Proxies by mail may be supplemented by
telephone, telegram, and/or personal solicitation by directors, officers, or
employees of the Company. No additional compensation will be paid for any such
services. Except as described above, the Company does not intend to solicit
Proxies other than by mail.
PROPOSAL 1:
NOMINATION AND ELECTION OF DIRECTORS
Each director to be elected will hold office until the next Annual Meeting
and until his or her successor is elected and has qualified, or until his or her
death, resignation, or removal. Six directors are to be elected at the Annual
Meeting. All six nominees are currently members of the Board of Directors.
The six candidates receiving the highest number of affirmative votes cast
at the Annual Meeting shall be elected as directors of the Company. Each person
nominated for election has agreed to serve if elected. If any of such nominees
shall become unavailable or refuse to serve as a director (an event that is not
anticipated), the Proxy holders will vote for substitute nominees at their
discretion. Unless otherwise instructed, the Proxy holders will vote the Proxies
received by them for the four nominees named below.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE
Nominees
A majority of the Directors are "independent directors" as defined by the
listing standards of the Nasdaq Stock Market, and the Board of Directors has
determined that such independent directors have no relationship with the Company
that would interfere with the exercise of their independent judgment in carrying
out the responsibilities of a director. The independent Directors are Messrs.
Ehret, Fink, Hooper, Jacobs, and Kester.
Set forth below is information regarding the nominees, including
information furnished by them as to their principal occupations for the last
five years, and their ages as of October 31, 2003, the end of the Company's last
fiscal year.
Name Age Director Since
----- ------ ----------------
John R. Ehret 66 1991
Marvin H. Fink 67 2001
Howard F. Hill 63 1979
Henry E. Hooper 50 1998
Robert Jacobs 52 1997
Linde Kester 58 2001
John R. Ehret is President, Chief Financial Officer, and co-owner of TPL
Electronics of Los Angeles, California. He holds a B.S. degree in Industrial
Management from the University of Baltimore. He has been in the electronics
industry for over 36 years.
Marvin H. Fink has served as the Chief Executive Officer, President and
Chairman of the Board of Recom Managed Systems, Inc. since October 2002. Mr.
Fink was formerly President of Teledyne's Electronics Group, was at Teledyne for
39 years. He holds a B.E.E. degree from the City College of New York, a M.S.E.E.
degree from the University of Southern California and a J.D. degree from the
University of San Fernando Valley. He is a member of the California Bar.
Howard F. Hill, a founder of the Company in 1979, has credits in
Manufacturing Engineering, Quality Engineering and Industrial Management. He
took over the presidency of the Company in July 1993. He has held various
positions in the electronics industry over the past 36 years.
Henry E. Hooper is General Partner of the D3 Family Fund, LP, a partnership
that invests in small capitalization value stocks. Previously, Mr. Hooper worked
in the distribution industry, and served in various leadership capacities for
TESSCO Technologies, a distributor of wireless communications products and
services. He holds a bachelors degree and an MBA from Yale University. Mr.
Hooper has been in the telecommunications industry for over 16 years.
Robert Jacobs is RF Industries' Account Executive at Neil Berkman
Associates and coordinates the Company's investor relations. He holds an MBA
from the University of Southern California and has been in the investor
relations industry for over 19 years.
Linde Kester is the Proprietor of Oregon's Chateau Lorane Winery. He was
formerly Chairman and CEO of Xentek, an electronics power conversion
manufacturer which he co-founded in 1972. Kester was also a co-founder of Hidden
Valley National Bank in Escondido, California. He holds an A.A. in
Electron-Mechanical Design from Fullerton College and has over two decades of
experience in the electronics industry.
Management
Howard F. Hill is the President and Chief Executive Officer of the Company.
See "Nominees," above.
Terrie Gross joined the Company in January 1992 as Accounting Manager. She
was elected to Corporate Secretary in February 1995, and elected to Chief
Financial Officer in May 1997.
Board of Director Meetings
During the fiscal year ended October 31, 2003, the Board of Directors held
five meetings. All members of the Board of Directors hold office until the next
Annual Meeting of Stockholders or the election and qualification of their
successors. Executive officers serve at the discretion of the Board of
Directors.
During the fiscal year ended October 31, 2003, each Board of Directors
member attended at least 75% of the meetings of the Board of Directors and at
least 75% of the meetings of the committees on which he served.
Director Attendance at Annual Meetings
Directors are strongly encouraged to attend annual meetings of the
Company's stockholders. All six (6) directors attended the 2003 annual meeting
of the Company's stockholders.
Board Committees
During fiscal 2003, the Board of Directors maintained two committees, the
Compensation Committee and the Audit Committee. The Board of Directors also
intends to form a Nominating Committee. Each member will be "independent" as
defined in the Nasdaq Stock Market's listing standards. The functions of the
Nominating Committee will be to assist the Board of Directors by identifying
individuals qualified to become members, and to recommend to the Board of
Directors the director nominees for the next annual meeting of stockholders, and
to recommend to the Board of Directors corporate governance guidelines and
changes thereto.
The Audit Committee meets periodically with the Company's management and
independent accountants to, among other things, review the results of the annual
audit and quarterly reviews and discuss the financial statements. The audit
committee also hires the independent accountants, and receives and considers the
accountants' comments as to controls, adequacy of staff and management
performance and procedures. The Audit Committee is also authorized to review
related party transactions for potential conflicts of interest. The Audit
Committee, which as of the end of fiscal 2003 was composed of Mr. Hooper, Mr.
Ehret and Mr. Kester. Each of these individuals were non-employee directors and
independent as defined under the Nasdaq Stock Market's listing standards. While
each of the members of the Audit Committee has significant knowledge of
financial matters (two of the members have received a Masters of Business
Administration degree), none of the Audit Committee members has been designated
as an "audit committee financial expert" as defined under Item 401(h)(2) of
Regulation S-K of the Securities Exchange Act of 1934, as amended. The Company
believes that the current members of the Audit Committee can competently perform
the functions required of them as members of the Audit Committee. The Audit
Committee met four times during fiscal 2003. The Audit Committee operates under
a formal charter that governs its duties and conduct.
The Compensation Committee currently consists of Messrs. Jacobs, Fink, and
Kester, each of whom is non-employee director and is independent as defined
under the Nasdaq Stock Market's listing standards. Mr. Hill, the President and
Chief Executive Officer of the Company served on the Compensation Committee
during fiscal 2003 but has since resigned. The Compensation Committee is
responsible for considering and authorizing remuneration arrangements for senior
management. The Compensation Committee held two formal meetings during fiscal
2003, each of which was attended by all committee members.
Code Of Business Conduct And Ethics
The Company has adopted a Code of Business Conduct and Ethics (the "Code")
that applies to all of the Company's Directors, officers and employees,
including its principal executive officer and principal financial officer. The
Code is posted on the Company's website at www.rfindustries.com. The Company
intends to disclose any amendments to the Code by posting such amendments on its
website. In addition, any waivers of the Code for Directors or executive
officers of the Company will be disclosed in a report on Form 8-K.
Executive Compensation
Summary of Cash and Other Compensation. The following table sets forth
compensation for services rendered in all capacities to the Company for each
person who served as the Company's Chief Executive Officer during the fiscal
year ended October 31, 2003 (the "Named Executive Officer"). No other executive
officer of the Company received salary and bonus, which exceeded $100,000 in the
aggregate during the fiscal year ended October 31, 2003.
Annual Compensation Long-Term Compensation Awards
------------------- -----------------------------
Securities
Underlying
Name and Principal Position Year Salary Bonus Options/SARs (#)
--------------------------- ---- ------ ----- ----------------
($) ($)
Howard F. Hill, President 2003 140,000 25,000 6,000
Chief Executive Officer, Director
2002 125,000 30,000 4,000
2001 125,000 25,000 4,000
As permitted by rules established by the SEC, no other annual compensation
is shown because perquisites and other non-cash benefits provided by the Company
do not exceed the lesser of 10% of bonus plus salary or $50,000 for the last
three fiscal years.
Option Grants. The following table contains information concerning the
stock option grants to the Company's Named Executive Officer for the fiscal year
ended October 31, 2003.
Option Grants in Last Fiscal Year
------------------------------------
% of Total Options
Granted to
Securities Underlying Employees in Base Price Expiration
Name Options Granted (#) Fiscal Year ($/Share) Date
-------- --------------------- ------------------ ---------- -----------
Howard F. Hill, President
Incentive Stock Option 2,000 2.4% $3.95 October 2013
Non-Qualified Option 4,000 7.4% $3.36 October 2013
Option Exercises and Holdings. No options were exercised by Mr. Hill, the
Named Executive Officer, during the fiscal year ended October 31, 2003. The
following table sets forth information concerning option exercises and option
holdings and the value, at October 31, 2003, of unexercised options held by the
Named Executive Officer:
Aggregated Options/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
----------------------------------------------------------
Value of
Unexercised
Value Realized Number of Unexercised In-the-Money
Shares Market Price at Options/SARs at Fiscal /SARs at Fiscal
Acquired Exercise Less Year-End (#) Year-End ($)
Name Exercise # Exercise Price ($) Exercisable Unexercisable Exercisable (1)
---- ---------- ------------------ ----------- ------------- -----------
Howard F. Hill, 0 0 462,000 6,000 $1,793,300
President
(1) Represents the closing price per share of the underlying shares on the last
day of the fiscal year less the option exercise price multiplied by the
number of shares. The closing value per share was $3.95 on the last trading
day of the fiscal year as reported on the Nasdaq SmallCap Market.
During the fiscal year ended October 31, 2003, the Company did not adjust
or amend the exercise price of stock options awarded to the Named Executive
Officers.
Employment Agreement
The Company has no employment or severance agreements with any of its
executive officers for payments of more than $100,000, other than with the
President/Chief Executive Officer. On June 1, 1994, the Company entered into a
six-year, renewable employment contract with the President calling for annual
compensation of $85,000, increased to $140,000 in 2003, plus a bonus to be
determined by the Board. The employment contract was renewed effective January
1998 and the current term expires in 2005. In the event Mr. Hill is terminated
for a material breach of the employment contract, he shall be paid one years'
initial base salary. In addition, the employment contract granted the President
options to acquire 500,000 shares of common stock at $.10 per share. Such
options vested ratably over the first six-year term of the initial agreement.
Upon termination, Mr. Hill must exercise his options within one year of written
notice. The shares underlying his options may be sold to the Company at an
agreed upon price, and the Company has a right of first refusal to purchase such
shares.
Compensation of Directors
The Company compensates its directors with an annual grant of options to
purchase 2,000 shares of common stock. The exercise price of the options is set
at 85% of the closing price of the common stock on the last day of the fiscal
year. During the fiscal year ended October 31, 2003, options to purchase 2,000
shares of common stock were granted to each of the following directors: Messrs.
Ehret, Mr. Fink, Hooper, Mr. Jacobs and Mr. Kester. Mr. Hill received a grant
for 4,000 shares. All options granted were $3.36 per share. The directors are
also eligible for reimbursement of expenses incurred in connection with
attendance at Board meetings and Board committee meetings. For the fiscal years
ending after October 31, 2003, the Board has voted to compensate all
non-employee directors, in addition to the foregoing options, with an annual
cash payment of $2,000 per director, and to pay the non-employee Chairman of the
Board an additional annual payment of $2,000. No such cash payments were made
during the year ended October 31, 2003.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of February 23, 2004 by: ( i ) each director
and nominee for director; (ii) the executive officer named in the Summary
Compensation Table in Executive Compensation; (iii) all executive officers and
directors of the Company as a group; and (iv) all those known by the Company to
be beneficial owners of more than 5% of the Common Stock.
Name and Address of Number of Shares (1) &( 2) Percentage (2)
Beneficial Owner Beneficially Owned Beneficially Owned
------------------ ------------------ ------------------
Howard H. Hill 460,400(2) 15.9%
7610 Miramar Road, Ste. 6000
San Diego, CA 92126-4202
John R. Ehret 14,000(3) *
7610 Miramar Road, Ste. 6000
San Diego, CA 92126-4202
Robert Jacobs 0 *
7610 Miramar Road, Ste. 6000
San Diego, CA 92126-4202
Henry E. Hooper 19,555(4) *
7610 Miramar Road, Ste. 6000
San Diego, CA 92126-4202
Marvin Fink 17,165(5) *
7610 Miramar Rd., Ste. 6000
San Diego, CA 92126-4202
Linde Kester 60,072(6) 2.0%
7610 Miramar Rd., Ste. 6000
San Diego, CA 92126-4202
All Directors and Officers as 685,192(7) 23.6%
Group (7 Persons)
(1) Shares of Common Stock, which were not outstanding but which could be
acquired upon exercise of an option within 60 days from the date of this
filing, are considered outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned. However, such shares
are not considered to be outstanding for any other purpose.
(2) Consists of 458,000 shares, which Mr. Hill has the right to acquire upon
exercise of options exercisable within 60 days.
(3) Consists of 14,000 shares, which Mr. Ehret has the right to acquire upon
exercise of options exercisable within 60 days.
(4) Consists of 19,555 shares, which Mr. Hooper has the right to acquire upon
exercise of options exercisable within 60 days.
(5) Consists of 17,165 shares, which Mr. Fink has the right to acquire upon
exercise of options exercisable within 60 days.
(6) Includes 18,170 shares, which Mr. Kester has the right to acquire upon
exercise of options exercisable within 60 days.
(7) Includes 623,890 shares, which the directors and officers have the right to
acquire upon exercise of options exercisable within 60 days. * Represents
less than 1% of the outstanding shares.
There is no arrangement known to the Company, the operation of which may at a
subsequent date result in a change of control of the Company.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of October 31, 2003 with respect to
the shares of Company common stock that may be issued under the Company's
existing equity compensation plans.
A B C
-------------------- ---------------- ----------------------
Number of Securities
Remaining Available for
Number of Securities Weighted Average Future Issuance Under
to be Issued Exercise Price Equity Compensation Plans
Upon Exercise of of Outstanding (Excluding Securities
Plan Catagory Outstanding Options Options ($) Reflected in Column A)
--------------------------------- --------------------- ---------------- ------------------------
Equity Compensation Plans Approved
by Stockholders (1) 417,867 $2.78 158,252
Equity Compensation Plans Not Approved
by Stockholders (2) 870,000 $0.89 -0-
Total 1,287,867 $1.71 158,252
(1) Consists of options granted under the R.F. Industries, Ltd. (i) 2000 Stock
Option Plan, (ii) the 1990 Incentive Stock Option Plan, and (iii) the 1990
Non-qualified Stock Option Plan. The 1990 Incentive Stock Option Plan and
Non-qualified Stock Option Plan have expired, and no additional options can
be granted under these plans. Accordingly, the 158,252 shares remaining
available for issuance represent shares under the 2000 Stock Option Plan.
(2) Consists of options granted to six executive officers and/or key employees
of the Company under employment agreements entered into by the Company with
each of these officers and employees.
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of reporting forms received by the
Company, the Company believes that during its most recent fiscal year ended
October 31, 2003, that its officers and directors complied with the filing
requirements under Section 16(a).
PROPOSAL 2:
SELECTION OF AUDITORS
The Audit Committee of the Board has selected J.H. Cohn LLP to continue as
the Company's independent auditors for the fiscal year ending October 31, 2004.
A representative of J.H. Cohn LLP is expected to be present at the Annual
Meeting. The representative will have an opportunity to make a statement and
will be available to respond to appropriate questions from stockholders.
Stockholder ratification of the selection of J.H. Cohn LLP as the Company's
independent accountants is not required by the Company's Bylaws or otherwise.
However, the Board is submitting the selection of J.H. Cohn LLP to the
stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Board will request the Audit
Committee to reconsider whether or not to retain that firm. Even if the
selection is ratified, the Audit Committee of the Board in its discretion may
direct the appointment of a different independent accounting firm at any time
during the year if the Audit Committee of the Board determines that such a
change would be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares represented
and voting at the meeting will be required to ratify the selection of J.H. Cohn
LLP.
Audit Fees
The aggregate fees paid by the Company to J.H. Cohn LLP for professional
services for the audit of the Company's financial statements for the fiscal year
ended October 31, 2003 and the review of financial statements included in the
Company's Forms 10-QSB for fiscal 2003 were $62,700. These aggregate fees for
the fiscal year ended October 31, 2002 and the review of financial statements
included in the Company's Forms 10-QSB for fiscal 2002 were $54,400.
Financial Information System Design and Implementation Fees
J.H. Cohn LLP did not provide, and it did not bill and it was not paid any
fees for, financial information system design and implementation services in
fiscal 2003.
All Other Fees
The aggregate fees paid by the Company for tax and other services rendered
by J.H. Cohn LLP to the Company in fiscal 2003 and 2002 were $19,400 and
$26,700, respectively.
The Audit Committee has determined that the provision of services, in
addition to audit services, rendered by J.H. Cohn LLP and the fees paid
therefore in fiscal 2003 were compatible with maintaining J.H. Cohn LLP's
independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2
REPORT OF THE AUDIT COMMITTEE
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended October 31,
2003.
The Audit Committee has reviewed and discussed the Company's audited
financial statements with the management. The Audit Committee has discussed with
J.H. Cohn LLP, the Company's independent accountants, the matters required to be
discussed by Statement of Auditing Standards No. 61, Communication With Audit
Committees which includes, among other items, matters related to the conduct of
the audit of the Company's financial statements. The Audit Committee has also
received written disclosures and the letter from J.H. Cohn LLP required by
Independence Standards Board Standard No. 1, which relates to the accountant's
independence from the Company and its related entities, and has discussed with
J. H. Cohn LLP their independence from the Company.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Company's Board of Directors that the Company's audited
financial statements be included in the Company Annual Report on Form 10-KSB for
the fiscal year ended October 31, 2003.
The Audit Committee has retained J.H. Cohn LLP as the Company's independent
accountants for the fiscal year ending October 31, 2004.
AUDIT COMMITTEE
John Ehret
Henry Hooper
Linde Kester
Stock Performance Graph
The following graph compares the cumulative total return for the Company,
the NASDAQ US Stock Index and the NASDAQ Electronic Components Stock Index
during the last five fiscal years. The graph shows the value, at the end of each
calendar month, of $100 invested in the Common Stock or the indices on October
31, 1998. Historic stock price performance is not necessarily indicative of
future stock price performance.
[OBJECT OMITTED]
o The monthly return on investment for each of the periods for the Company is
based on the closing price on the last trading day of each month. The
Indices are based on their respective values on the final trading day of
each month.
Notwithstanding anything contained herein or in any other materials filed
by the Company with the SEC, neither the audit committee report nor the stock
performance graph shall be deemed to be "filed" with the SEC, and may not
therefore be incorporated by reference in any filing of the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.
Certain Transactions
On April 1, 1997, the Company loaned to Howard Hill, its President and
Chief Executive Officer, $70,000 pursuant to a Promissory Note which provides
for interest at the rate of 6% per annum and which has no specific due date for
principal. Interest on the loan is paid annually. The loan is evidenced by a
promissory note that is secured by a lien on certain of Mr. Hill's personal
property.
Mr. Jacobs, a director of the Company, is an employee of Neil Berkman
Associates, the Company's public relations firm. For the fiscal years ended
October 31, 2002 and October 31, 2003, the Company paid to Neil Berkman
Associates $39,780 and $39,360, respectively, for services rendered.
STOCKHOLDERS' PROPOSALS
Stockholders who intend to submit proposals at the 2005 Annual Meeting must
submit such proposals to the Company no later than December 5, 2004 in order for
them to be included in the Proxy Statement and the form of Proxy to be
distributed by the Board of Directors in connection with that meeting.
Stockholders proposals should be submitted to RF Industries, Ltd., 7610 Miramar
Road, San Diego, CA 92126-4202.
FORM 10-KSB
The Company will furnish without charge to each person whose proxy is being
solicited, upon request of any such person, a copy of the Annual Report of the
Corporation on Form 10-KSB for the fiscal year ended October 31, 2003, as filed
with the Securities and Exchange Commission, including financial statements and
schedules thereto. Such report was filed with the Securities and Exchange
Commission on or about January 23, 2004. Requests for copies of such report
should be directed to the Chief Financial Officer, RF Industries, Ltd., 7610
Miramar Road, San Diego, CA 92126-4202. The Form 10-KSB may also be accessed
electronically by means of the SEC's home page on the Internet at
http://www.sec.gov.
ANNUAL REPORTS
The Company's 2003 Annual Report, which includes audited financial
statements for the Company's fiscal year ended October 31, 2003, is being mailed
with the Proxy Statement to stockholders of record on or about April 5, 2004.
OTHER MATTERS
The Board of Directors knows of no other matters which will be brought
before the Annual Meeting. However, if any other matter properly comes before
the Annual Meeting of any adjournment thereof, it is intended that the persons
named in the enclosed form of Proxy will vote on such matters in accordance with
their best judgment.
Terrie A. Gross,
Corporate Secretary
Chief Financial Officer
San Diego, California
April 5, 2004
PROXY
RF INDUSTRIES, LTD.
a Nevada Corporation
ANNUAL MEETING OF STOCKHOLDERS
May 14, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Howard F. Hill and John Ehret, or either of
them, as proxies, each with the power to appoint his or her substitutes, and
hereby authorizes them to represent and vote, as designated below, all of the
shares of Common Stock of RF Industries, Ltd., held of record by the undersigned
on March 17, 2004 at the Annual Meeting of Stockholders to be held at the Mira
Mesa Hotel at 9888 Mira Mesa Blvd., Function Room A, San Diego, CA 92126 on
Friday, May 14, 2004, at 1:30 p.m. Pacific Standard Time, or any adjournments or
postponement thereof with all powers which the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.
1. For the election as directors of the nominees listed below, except to the
extent that authority is specifically withheld.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary vote for all nominees listed
below
Nominees: Howard F. Hill, John R. Ehret, Henry E. Hooper , Robert Jacobs,
Marvin Fink and Linde Kester.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
2. Proposal to ratify appointment of J.H. Cohn LLP, as independent public
accountants.
[ ] For [ ] Against [ ] Abstain
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted for Proposals 1 and 2. I understand that I may revoke this Proxy only
by written instructions to that effect, signed and dated by me, which must be
actually received by the Company prior to the commencement of the Annual
Meeting.
DATED:
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Signature
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Signature if Held Jointly
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Number of Shares
Please sign exactly as your name appears on your stock certificate. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If the
shares are owned by a corporation, sign in the full corporate name by the
President or other authorized officer. If the shares are owned by a Partnership,
sign in the name of the Partnership name by an authorized person. Please mark,
sign, date and return the Proxy promptly using the enclosed envelope.