SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant toss. 240.14a-12
SELAS CORPORATION OF AMERICA
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined.):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[GRAPHIC OMMITTED]
SELAS CORPORATION OF AMERICA
2034 Limekiln Pike
Dresher, Pennsylvania 19025
April 17, 2001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2002
The annual meeting of shareholders of Selas Corporation of America (the
"Corporation") will be held at the Holiday Inn, 432 Pennsylvania Avenue, Fort
Washington, Pennsylvania, 19034, on Friday, May 10, 2002, at 11:00 a.m. for
the following purposes:
(1) election of directors;
(2) ratification of the appointment of KPMG LLP as the Corporation's
auditors for the year ending December 31, 2002; and
(3) transaction of such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 20, 2002, as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
All shareholders are cordially invited to attend the meeting, but whether or
not you expect to attend the meeting in person, please mark, sign and date the
enclosed proxy and return it promptly in order that your shares may be voted.
If you attend the meeting, you may revoke your proxy and vote in person.
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of the
Corporation. The proxy is revocable at any time prior to its use by delivery
of a subsequently executed proxy or written notice of revocation to the
Secretary of the Corporation. The Board of Directors has fixed the close of
business on March 20, 2002, as the record date for determination of the
shareholders entitled to vote at the Annual Meeting. As of March 20, 2002,
there were 5,119,214 common shares outstanding, each of which is entitled to
one vote on all matters to be presented at the meeting. The annual report of
the Corporation, including consolidated financial statements, for the year
ended December 31, 2001, on which no action will be requested at the annual
meeting, is included herewith. It is not to be regarded as proxy solicitation
material.
ELECTION OF DIRECTORS
The Board of Directors currently consists of six members divided into three
classes.
John H. Austin, whose term was to expire at the 2002 meeting retired from
the Board of Directors effective December 31, 2001. The Board of Directors
elected John H. Duerden and Robert N. Masucci to the Board effective February
19, 2002, with terms to expire at the 2002 Annual Meeting. Simultaneously the
Board voted to increase the size of the Board from five to six.
The Board intends to cause Messrs. Duerden and Masucci to be nominated for
re-election at the 2002 Annual Meeting to serve until the annual meeting in
2005 and until their respective successors have been duly elected and have
qualified.
If either of the nominees should be unavailable on May 10, 2002, the persons
named in the proxy may vote the proxies for such other person as they may
choose, unless the Board of Directors reduces the number of directors to be
elected.
Assuming a quorum is present, the two nominees receiving the highest number
of votes cast at the Annual Meeting will be elected directors. For such
purposes, the withholding of authority to vote or the specific direction not
to cast a vote, such as broker non-vote, will not constitute the casting of a
vote in the election of directors.
The following table sets forth certain information concerning the nominees
and the persons whose terms as directors will continue after the Annual
Meeting, including their ages and principal occupations during the past five
years:
Name, Age and Occupation Director Term
------------------------ Since Expires
-------- -------
Frederick L. Bissinger (91), retired Vice Chairman of 1974 2003
Allied Chemical Corporation (now Honeywell Inc.).
John H. Duerden (61), Chief Executive Officer of Xerox 2002 2002
Engineering Systems, a wholly-owned subsidiary of Xerox
Corporation. From August 2000 to January 2001, Chief
Executive Officer of Lernout & Hauspie. Prior to May
2000, Chairman and Chief Executive Officer of Dictaphone
Corporation (acquired by Lernout & Hauspie in May 2000).
From April 1990 to April 1995, President and Chief
Operations Officer, Reebok International. From August
1988 to April 1990, Senior Vice President, International
Operations, Reebok International. Prior to August 1988,
twenty years with Xerox Corporation. Lernout & Hauspie
filed for protection under bankruptcy laws in 2000,
stemming from events that occurred before Mr. Duerden
joined that company upon its acquisition of Dictaphone.
2
Name, Age and Occupation Director Term
------------------------ Since Expires
-------- -------
Nicholas A. Giordano (59), business consultant and 2000 2003
investor. Interim President of LaSalle University from
July 1998 though June 1999, consultant for financial
services organizations from 1997 through 1998. From 1981
to 1997, President and Chief Executive Officer of the
Philadelphia Stock Exchange. Mr. Giordano serves as a
trustee of W.T. Trust and Kalmar Pooled Investment
Trust, mutual funds, and a director of Independence Blue
Cross of Philadelphia, Fotoball USA, Inc., and Daisytek
International Corporation.
Mark S. Gorder (55), President and Chief Executive 1996 2004
Officer of the Corporation since April 2001; President
and Chief Operating Officer of the Corporation from
January to April 2001; previously Vice President of the
Corporation; President and Chief Executive Officer of
Resistance Technology, Inc., a subsidiary of the
Corporation since 1993.
Robert N. Masucci (64), since 1990, chairman of 2002 2002
Montgomery Capital Advisors, Inc., Chairman and since
1996, Chief Executive Officer of Barclay Brand Ferndon,
Inc. Prior to 1990, Chief Executive Officer of Drexel
Industries, Inc.
Michael J. McKenna (67), Chairman of the Board of 1998 2004
Directors since April 2001. Retired Vice Chairman of the
Board of Directors and Director of Crown Cork & Seal
Company, Inc. From 1995 to 1998, President and Chief
Operating Officer and, prior to 1995, Executive Vice
President and President of North American Division, of
Crown Cork & Seal Company, Inc.
Messrs. Giordano and Masucci are first cousins.
RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to shareholder ratification, on the recommendation of the Audit
Committee, the Board of Directors has appointed KPMG LLP as the Corporation's
auditors for 2002. KPMG LLP or predecessors have served as the Corporation's
auditors for many years. The persons named in the accompanying proxy will vote
to ratify the appointment of KPMG LLP as the Corporation's auditors for 2002
unless contrary instructions are received. If a majority of the votes cast on
this matter are not cast in favor of ratification of this appointment, other
auditors will be considered and appointed by the Board of Directors.
Abstentions, or the specific direction not to cast a vote, such as a broker
non-vote, will not constitute the casting of a vote concerning the
ratification of such appointment. A representative of KPMG LLP is expected to
be present at the annual meeting of shareholders to make a statement if
desired and be available to respond to appropriate questions.
3
ADDITIONAL INFORMATION
Share Ownership of Certain Beneficial Owners, Directors and Certain Officers
The following table sets forth certain information as of March 15, 2002,
concerning beneficial ownership of the Corporation's common shares by the only
persons or groups of persons shown by Securities and Exchange Commission
records to own beneficially more than 5% of the Corporation's common shares
and information as March 15, 2002, concerning such beneficial ownership of all
directors and nominees, by each of the executive officers named in the Summary
Compensation Table following and by all directors and executive officers as a
group.
Name Number of Percent
---- Shares(1) of Class
--------- --------
The Trust Company of New Jersey ........................ 472,200(2) 9.2%
35 Journal Square
Jersey City, NJ 07306
Dimensional Fund Advisors, Inc. ........................ 406,200 7.9%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
U.S. Bancorp ........................................... 264,650 5.2%
601 2nd Ave. South
Minneapolis, MN 55402-4302
Frederick L. Bissinger, Director ....................... 14,000(3) *
Mark S. Gorder, Director, President and Chief Executive
Officer(4)............................................ 338,150(5) 6.5%
Nicholas A. Giordano, Director ......................... 2,667(6) *
Michael J. McKenna, Chairman of the Board of Directors . 11,000(7) *
Stephen F. Ryan, retired Director, Chairman and Chief
Executive Officer..................................... 123,250(8) 2.4%
James C. Deuer, Vice President ......................... 59,999(9) 1.2%
Robert W. Ross, former Vice President and Secretary .... 57,550(10) 1.1%
Christian Bailliart, Vice President(11) ................ 22,900(12) *
Francis A. Toczylowski, Vice President, Secretary and
Treasurer............................................. 6,860(13) *
All Directors and Executive Officers as a Group
(9 persons).............................................. 636,375(14) 11.7%
_______________
* Less than 1%
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to all such shares.
(2) The Trust Company of New Jersey has reported sole voting and investment
power with respect to 461,700 shares and shared voting and investment power
with respect to 10,500 shares.
(3) Includes 5,000 shares which Mr. Bissinger has the right to acquire within
60 days through the exercise of stock options.
(4) Mr. Gorder, whose business address is 1260 Red Fox Road, Arden Hills,
Minnesota 55112, is also President and Chief Executive Officer of
Resistance Technology, Inc., a wholly-owned subsidiary of the Corporation.
4
(5) Includes 73,500 shares which Mr. Gorder has the right to acquire within 60
days through the exercise of stock options.
(6) Includes 1,667 shares which Mr. Giordano has the right to acquire within
60 days through the exercise of stock options.
(7) Includes 5,000 shares which Mr. McKenna has the right to acquire within 60
days through the exercise of stock options.
(8) Includes 102,250 shares which Mr. Ryan has the right to acquire within 60
days through the exercise of stock options.
(9) Includes 22,500 shares which Mr. Deuer has the right to acquire within 60
days through the exercise of stock options.
(10) Includes 47,250 shares which Mr. Ross has the right to acquire within 60
days through the exercise of stock options.
(11) Mr. Bailliart, whose business address is Parc Technologique des
Barbanniers, 3/5 Place du Village, Gennevilliers Cedex, France 92632, is
also Chairman of Selas (SAS), a wholly-owned subsidiary of the
Corporation.
(12) Includes 22,900 shares which Mr. Bailliart has the right to acquire within
60 days through the exercise of stock options.
(13) Includes 5,860 shares which Mr. Toczylowski has the right to acquire
within 60 days through the exercise of stock options.
(14) Includes 305,927 shares which directors and executive offices have the
right to acquire within 60 days through the exercise of stock options.
5
Executive Compensation
Summary Compensation Table
The following table sets forth certain information concerning compensation
paid or accrued by the Corporation and its subsidiaries to the Corporation's
Chief Executive Officer and its next five most highly compensated executive
officers (the "Named Officers") for the years indicated.
Long Term
Annual Compensation Compensation Awards
Name and Principal ------------------- ------------------- All Other
Position Year Salary ($) Bonus ($) Options (#) Compensation (1)($)
------------------ ---- ---------- --------- ------------------- -------------------
Mark S. Gorder...................................... 2001 264,640 -- 25,000 5,100
Chief Executive Officer of the 2000 205,478 40,000 50,000 5,100
Corporation and President of 1999 201,296 -- -- 4,800
Resistance Technology, Inc.
Stephen F. Ryan(2).................................. 2001 106,875 -- -- 1,603
Retired Chairman and Chief 2000 285,000 45,000 5,000 2,550
Executive Officer 1999 260,000 -- -- 2,400
James C. Deuer...................................... 2001 130,371 -- -- 3,345
Vice President of the Corporation 2000 130,371 80,000 -- 3,345
and President of Deuer 1999 130,371 65,186 -- 3,345
Manufacturing, Inc.
Robert W. Ross(3)................................... 2001 180,256 -- -- 2,419
Former Vice President, Secretary 2000 175,000 25,000 5,000 2,550
of the Corporation and President 1999 165,000 -- -- 2,400
of the Heat Technology Group
Christian Bailliart(4).............................. 2001 136,373 -- -- 5,143(5)
Vice President of the Corporation 2000 133,387 25,000 2,000 5,194(5)
and Chairman of Selas SAS 1999 141,000 -- -- 5,950(5)
Francis A. Toczylowski.............................. 2001 120,000 -- -- 1,800
Vice President, Secretary and 2000 115,000 25,000 7,500 1,725
Treasurer 1999 87,491 -- -- 1,312
_______________
(1) Except for Mr. Bailliart, represents the Corporation's or a subsidiary's
contributions to the named officer's account under Employee Savings Plans.
(2) Mr. Ryan retired from the Corporation as of April 24, 2001.
(3) Mr. Ross resigned from the Corporation as of November 30, 2001.
(4) Mr. Bailliart's salary and bonus, which were paid in French francs, have
been translated into U.S. dollars for purposes of this presentation based
upon the average prevailing exchange rate for the applicable year.
(5) Represents amounts paid by the Corporation or its subsidiaries to obtain
insurance which provides coverage to Mr. Bailliart in the event Mr.
Bailliart's employment is terminated.
6
Stock Option Tables
The following tables set forth certain information about stock option grants
by the corporation to the Named Officers in fiscal 2001 and the number of
options exercised in fiscal 2001 and the number, respectively, of unexercised
options and the value of unexercised in-the-money options at the 2001 fiscal
year end held by Named Officers.
Option Grants in 2001
% of Total Potential Realizable Value
Options at Assumed Annual Rates
Granted to of Stock
Options Employees Exercise Price Expiration Appreciation
Name Granted in 2001(1) Per Share Date for Option Term(2)
---- ------- ---------- -------------- ---------- ------------------
5% 10%
------- --------
Mark S. Gorder ............................. 25,000 62.5% $3.70 5/11/2011 $58,173 $147,421
________________
(1) During 2001 the Corporation granted options under the 2001 Stock Option
Plan covering a total of 40,000 Common Shares.
(2) These amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date.
Aggregated Option Exercises in 2001
And December 31, 2001 Option Values
Number of Shares Value of Unexercised
Shares Covered by Unexercised In-the-Money Options at
Acquired Options at December 31, 2001 December 31, 2001(1)
on Value ---------------------------- ---------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
Mark S. Gorder ............................... -- -- 71,500 69,000 $0 $0
Stephen F. Ryan .............................. -- -- 102,250 4,000 0 0
James C. Deuer ............................... -- -- 21,000 3,000 0 0
Robert W. Ross ............................... -- -- 45,250 18,000 0 0
Christian Bailliart .......................... -- -- 21,400 4,600 0 0
Francis A.
Toczylowski................................. -- -- 5,520 6,680 0 0
_______________
(1) Represents the difference between the option exercise price and the fair
market value of the Corporation's common shares at December 31, 2001. In-
the-money options are those where the fair market value of the underlying
securities exceeds the exercise price of the option. The closing price of
the Corporation's common shares on December 31, 2001, was $2.10 per share.
7
Employment Agreement
In connection with Mr. Gorder's election as President and Chief Executive
Officer of the Corporation, the Corporation and Mr. Gorder entered into an
employment agreement. The agreement provides for Mr. Gorder to serve as
President and Chief Executive officer of the Corporation until April 30, 2004,
and to be compensated at the annual rate of $250,000 for the period of January
1, through April 30, 2001 and at the annual rate of $275,000 for the period of
May 1, 2001 through December 31, 2001. Mr. Gorder's annual compensation after
December 31, 2001 is to be as established by the Board, but is required to be
no less than $275,000. If Mr. Gorder's employment is terminated for any
reason, other than for cause, he will be entitled to the continued payment of
his salary and bonus until April 30, 2004, or, at his election, a lump sum
payment equal to the present value of these payments.
Separation Agreements
In connection with Mr. Ryan's retirement from the Corporation, effective at
the time of the 2001 Annual Meeting, the Corporation and Mr. Ryan entered into
a retirement and consulting agreement. The agreement provides for Mr. Ryan to
provide consulting services to the Corporation for a five-year period
beginning April 24, 2001, in return for payments of $75,000 per year. It also
provides for the Corporation to extend the expiration date of his outstanding
stock options (which would otherwise expire three months after his retirement)
to the fifth anniversary of his retirement or the stated expiration date of
the options, whichever is earlier. The exercise prices and other terms of the
options were not affected.
In connection with Mr. Ross's separation from the Corporation, effective as
of November 30, 2001, the Corporation and Mr. Ross entered into a separation
agreement. The agreement provides for Mr. Ross to provide consulting services
to the Corporation for one year beginning November 30, 2001 in return for
payments of $16,087 per month, with the possibility of an additional payment
of up to $50,000. It also modifies the Supplemental Retirement Plan to provide
for Mr. Ross to receive $24,000 per year, beginning when he turns 55.
Change-of-Control Arrangements
Under agreements expiring December 31, 2002, with Messrs. Gorder, Deuer and
Toczylowski, the Corporation would be required to pay two years' salary to
them upon involuntary termination (defined to include a reduction in salary,
change of location or adverse change in responsibilities) following a hostile
change in control or hostile sale of substantial assets of the Corporation or,
in the case of Mr. Gorder, Resistance Technology, Inc. or, in the case of Mr.
Deuer, Deuer Manufacturing, Inc.
Retirement Plan
Contributions to the Corporation's Retirement Plan adopted in 1986 covering
certain officers and salaried employees are not reflected in the preceding
executive compensation tables. The Corporation's Retirement Plan is a funded,
qualified, defined benefit pension plan that provides benefits for eligible
employees. The Corporation's Supplemental Retirement Plan, adopted in 1994, is
a non-qualified supplemental plan that provides benefits that would otherwise
be denied to eligible employees by reason of certain Internal Revenue Code
limitations on qualified plan benefits. In the case of Messrs. Ryan and Ross,
the Supplemental Retirement Plan provides an additional benefit such that the
aggregate annual benefit payable as a single life annuity under the Plan is
equal to 40% of the average of the employee's base salary for the three years
prior to retirement. The total
8
annual benefit payable as a life annuity to Mr. Ryan is $103,537, and to Mr.
Ross will be $24,000, following the date he turns 55.
Resistance Technology, Inc.
Mr. Gorder is a general partner (with a one-third interest) of Arden
Partners I, L.L.P., a Minnesota limited liability partnership ("Arden") that
owns and leases to RTI under a lease entered into October, 1991, and amended
and restated effective November 1, 1996, one of RTI's two manufacturing
facilities. In connection with the RTI acquisition, Arden executed an
agreement with RTI to extend the term of such lease from November 1, 1996 to
October 31, 2003, and to grant RTI two successive renewal term options of five
years each. Under the extension agreement, the base monthly rent during each
extension term is to be tied to the fair rental value at the commencement of
the applicable extension term. Under the current lease, RTI pays Arden a base
monthly rent of approximately $27,500.
NOTWITHSTANDING ANY INCORPORATION OF FUTURE FILINGS, INCLUDING PROXY
STATEMENTS, BY REFERENCE CONTAINED IN ANY OF THE CORPORATION'S PREVIOUS
FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF
1934, THE FOLLOWING COMPENSATION COMMITTEE REPORT, THE PERFORMANCE GRAPH ON
PAGE 16 AND THE AUDIT COMMITTEE REPORT SHALL NOT BE INCORPORATED INTO ANY SUCH
FILINGS. SUCH REPORT AND GRAPH ARE NOT TO BE DEEMED FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AND ARE NOT TO BE REGARDED AS PROXY SOLICITATION
MATERIAL.
9
Compensation Committee Report
The Corporation's compensation program for officers, which is administered
by the Compensation Committee of the Board of Directors, is designed to align
a significant portion of officer compensation with the Corporation's business
objectives and performance. The Compensation Committee consists of two outside
directors, none of whom has ever been an employee of the Corporation or any of
its subsidiaries.
The Corporation's officer compensation program consists of base salary,
potential annual cash incentive compensation and long-term incentive
compensation in the form of stock options. Officers are also covered under
medical, life insurance, pension and savings plans generally available to
employees of the Corporation or the business unit managed by the officer.
Through the use of data on comparable companies and its evaluation of
officers' performance, the Compensation Committee's objective is to recommend
to the Board of Directors the setting of total base salary and potential
incentive compensation for the Corporation's Chief Executive Officer and other
officers at levels designed to achieve the Corporation's objectives of
attracting, retaining, motivating and rewarding talented executives. The
Committee's philosophy is that a significant portion of the total potential
compensation of the Chief Executive Officer and other senior executives should
be leveraged to be dependent upon the degree of the Corporation's or a
business unit's financial success in a particular year.
In 2001 the Committee recommended to the Board of Directors and the Board of
Directors approved an incentive compensation program for 2001 that applied
financial performance measures tailored to the nature of the particular
business unit and the desired contribution to the overall financial results of
the Corporation. In all cases, incentive compensation was substantially
dependent on the achievement of financial performance targets relating to a
particular business unit or to the Corporation on a consolidated basis.
Because of the financial performance of the Corporation and its business units
no bonuses were paid under the 2001 plan.
The Corporation's 1994 and 2001 stock option plans are its long-term
incentive plans for officers and key employees. The stock option plans are
designed further to align the interests of the Corporation's executives and
its shareholders by creating a direct link between long-term executive
compensation and long-term increases in shareholder values. Since all options
are granted at fair market value at the time of grant, there is no built-in
profit and thus the value of the option is tied solely and directly to
increases in value of the Corporation's common shares. Stock options are
granted to the Corporation's officers from time to time as deemed appropriate
by the Committee based on various factors, including particularly the
executive's ability to influence the Corporation's long-term growth and
profitability.
THE COMPENSATION COMMITTEE
Michael J. McKenna, Chairman
Frederick L. Bissinger
10
Audit Committee Report
The Audit Committee of the Corporation's Board of Directors currently
consists of three directors, all of whom are independent for purposes of the
American Stock Exchange listing requirements. The Audit Committee operates
under a written charter adopted by the Board of Directors. The Audit Committee
has prepared the following report on its activities with respect to the
Corporation's audited consolidated financial statements for the year ended
December 31, 2001, which we refer to here as the Corporation's audited
consolidated financial statements.
o The Audit Committee has reviewed and discussed the audited consolidated
financial statements with management.
o The Audit Committee has discussed with KPMG LLP, the Corporation's
independent auditors, the matters required to be discussed by Statements
on Auditing Standards No. 61, which include, among other items, matters
related to the conduct of the audit of the Corporation's consolidated
financial statements.
o The Audit Committee has received the written disclosures and the letter
from KPMG LLP required by Independence Standards Board Standard No. 1, and
has discussed with KPMG LLP its independence from the Corporation.
o Based on the review and discussions referred to above, the Audit Committee
has recommended to the Board of Directors that the audited consolidated
financial statements be included in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2001, for filing with the
Securities and Exchange Commission.
THE AUDIT COMMITTEE
Nicholas A. Giordano, Chairman
Michael J. McKenna
Robert N. Masucci
Additional Information Regarding the Corporation's Auditors
Audit Fees
The aggregate fees charged to the Corporation by KPMG LLP for its audit of
the Corporation's 2001 consolidated financial statements and for its review of
the Corporation's consolidated financial statements included in the
Corporation's quarterly reports on Form 10-Q for 2001 were approximately
$251,000.
Financial Information Systems Design and Implementation Fees
No fees were charged to the Corporation by KPMG LLP for information
technology services for 2001.
All Other Fees
The aggregate fees charged to the Corporation by KPMG LLP for all other
services for 2001 were approximately $64,000.
The Audit Committee has considered the nature of the above-listed services
provided by KPMG LLP and determined that such services are compatible with
their provision of independent audit services.
11
Performance Graph
The following graph shows the cumulative total return for the last five
years, calculated as of December 31 of each such year, for the Corporation's
common shares, the Standard & Poor's 500 Index and the American Stock Exchange
Market Value Index. The graph assumes that the value of the investment in each
of the three was $100 at December 31, 1996 and that all dividends were
reinvested.
--------------------------------------------------------------------------------
250 ----------------------------------------------------------------
#
200 ----------------------------------------------------------------
#
# #
*
150 ----------------------------------*-----------------------------
*
Dollars #
* *
100 @#*-------------------------------------------------------------
@
@
@
50 ----------------------------------------------------------------
@
@
0 ----------------------------------------------------------------
1996 1997 1998 1999 2000 2001
Base
Year
@ Selas $100 $ 86 $ 75 $ 62 $ 34 $ 21
# S&P 500 100 133 172 208 190 167
* Amex 100 117 118 150 154 145
Board and Committee Matters
The Corporation's Board of Directors met seven times in 2001. In fiscal year
2001, Directors who were not officers of the Corporation received an annual
retainer of $24,000 plus $800 per Board or Committee meeting attended on a
particular day and $400 for each additional Board or Committee meeting
attended on the same day. Mr. McKenna also receives $27,500 per quarter for
services performed as Chairman of the Board. Under the Corporation's Non-
Employee Directors Stock Option Plan adopted in 1998, directors who are not
employees of the Corporation or any of its subsidiaries receive an automatic
one-time grant of an option to acquire 5,000 common shares of the Corporation
upon their initial election or appointment to the Board of Directors.
The Board of Directors has standing Audit and Compensation Committees. There
is no standing Nominating Committee.
12
The Audit Committee, which in 2001 consisted of Mr. Austin (who retired from
the Board and committee as Chairman on December 31, 2001), Mr. Giordano and
Mr. McKenna, held three formal meetings in 2001. In addition, the Audit
Committee, or its Chairman, held informal telephonic meetings with the
Corporation's management and independent auditors to review and approve the
Corporation's quarterly consolidated financial statements. The Audit Committee
receives information from the outside auditors and from management of the
Corporation relating to the Corporation's consolidated financial statements
and considers recommendations of the auditors and financial management as to
audit and accounting matters.
The Compensation Committee, consisting of Mr. McKenna, Chairman and Mr.
Bissinger met three times during 2001. The Compensation Committee reviews and
makes recommendations to the Board of Directors concerning officer
compensation and officer and employee bonus programs and administers the
Corporation's 2001 Plan, the Amended and Restated 1994 Stock Option Plan and
the Non-Employee Directors Stock Option Plan.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers and directors and persons who own more than
ten percent of a registered class of the Corporation's equity securities
(collectively, the "reporting persons") to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and to
furnish the Corporation with copies of these reports.
Based on the Corporation's review of the copies of these reports received by
it and written representations, if any, received from reporting persons with
respect to the filing of reports of Forms 3, 4 and 5, the Corporation believes
that all filings required to be made by the reporting persons for fiscal 2001
were made on a timely basis.
Shareholder Proposals
Under Securities and Exchange Commission rules, certain shareholder
proposals may be included in the Corporation's proxy statement. Any
shareholder desiring to have such a proposal included in the Corporation's
proxy statement for the annual meeting to be held in 2003 must deliver a
proposal in full compliance with Rule 14a-8 under the Securities Exchange Act
of 1934 to the Corporation's executive offices not later than December 18,
2002.
Other Matters
The management of the Corporation knows of no matters other than those
stated above to come before the meeting. However, if any other matters should
properly come before the meeting, the enclosed proxy confers discretionary
authority with respect thereto.
The cost of printing and mailing this notice and soliciting proxies will be
borne by the Corporation. Employees of the Corporation may solicit proxies by
personal interview, mail, telephone and other methods. The Corporation has
retained the Altman Group to assist in the solicitation of proxies at an
estimated cost of $3,000 plus expenses. The Corporation will request brokerage
houses and other nominees to forward soliciting material to the beneficial
owners of the shares held of record by such persons. The Corporation will
reimburse them for their expenses in doing so.
Francis A. Toczylowski
Secretary
13
SELAS CORPORATION OF AMERICA
DRESHER, PENNSYLVANIA 19025
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned, revoking all prior proxies, hereby appoints MARK S. GORDER
and FRANCIS A. TOCZYLOWSKI, and either of them, with full power of substitution,
as proxies and hereby authorizes them to represent and to vote all the Common
Shares of Selas Corporation of America held of record by the undersigned on
March 20, 2002, at the annual meeting of shareholders to be held on May 10,
2002, or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
(continued on reverse side)
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1. ELECTION OF DIRECTORS. The nominees for election are John H. Duerden and Robert N. Masucci.
For all nominees Withhold Authority 3. In their discretion, the Proxies are authorized
listed above (except to vote for all To withhold authority to vote to vote upon such other business as may properly
as marked to the nominees listed for any individual nominee, come before the meeting.
contrary at the right) above. write that nominee's name in
the space provided below. THE SHARES REPRESENTED BY THIS PROXY, DULY
/ / / / _____________________________ EXECUTED, WILL BE VOTED AS INSTRUCTED ABOVE. IF
INSTRUCTIONS ARE NOT GIVEN, THEY WILL BE VOTED FOR
Please mark your votes as indicated in this example. THE ELECTION OF DIRECTORS AS SET FORTH IN THE
CORPORATION'S PROXY STATEMENT AND FOR RATIFICATION
OF THE APPOINTMENT OF AUDITORS.
FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE APPOINTMENT
OF KPMG LLP AS THE AUDITORS OF THE / / / / / / ____________________________________________________
CORPORATION.
____________________________________________________
Signature
Your signature should appear exactly as your name
appears in the space to the left. For joint
accounts, any co-owner may sign. When signing in a
fiduciary or representative capacity, please give
your full title as such.
Date__________________________________________ ,2002
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