SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[X] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-12
Windland Electronics, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Dyna Technology, Inc., and the Winland Shareholders' Protective Committee,
consisting of Ralph I. Call, James J. Kamp, Thompson H. Davis,
Robert L. Ring, Gerald E. Brown
--------------------------------------------------------------------------------
(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:
--------------------------------------------------------------------------------
PRELIMINARY PROXY STATEMENT
DYNA TECHNOLOGY, INC.
225 SOUTH CORDOVA AVENUE
LECENTER, MN 56057
November __, 2001
IMPORTANT NOTICE AFFECTING YOUR INVESTMENT
IN WINLAND ELECTRONICS, INC.
DEAR FELLOW SHAREHOLDER:
Through my company, Dyna Technology, Inc. ("Dyna Technology"), I am an investor
in Winland Electronics, Inc. ("Winland" or the "Company"). Together with my
wife, Nola D. Call, I control the dispositive and voting power in the Winland
stock that Dyna Technology owns. I am writing this letter and furnishing these
proxy materials as the chairman of the Winland Shareholders' Protective
Committee (the "Committee") to solicit the shareholders of the Company to elect
two of our members - namely Robert L. Ring and Gerald E. Brown - to the Board of
Directors of the Company (the "Board") at the annual meeting. Both Mr. Ring and
Mr. Brown have consented to be named in this Proxy Statement and to serve as
directors on the Board if elected, in opposition to two of the Company's
nominees.
We are also soliciting authority to vote for three of the nominees being
sponsored by the Company. If you grant us authority to vote for three of the
Company's nominees, we will NOT vote for either Mr. S. Robert Dessalet or Mr.
Thomas J. de Petra.
The Committee is also furnishing these proxy materials to solicit the
shareholders of the Company to adopt the Shareholder Proposal described in the
proxy materials.
You have not heard from the Committee since the Special Meeting of Shareholders
of the Company was held on August 21, 2001. You know the concern I have
expressed over the condition of the investment Dyna Technology made in the
Company. That investment has produced large, negative returns over the past two
years and, when measured over the past five years, those negative returns to
Company shareholders are magnified. For the first three quarters of this year,
the Company has accumulated losses of $770,933.00 according to its published
reports. In my opinion, it is not in the best interest of shareholders for the
Company to continue to sustain the kind of losses the Company has experienced.
On September 21, 2001 the Committee submitted three of our members as candidates
for the two vacant seats on the Board. Thereafter, the incumbent Board reduced
its membership from seven members to five and, following the resignations of
David Ewert and James Legus, appointed R. Terren Dunlap and James L. Reissner to
fill those two vacancies.
I view as positive the departure of Mr. Ewert and Mr. Legus from the Board.
While I hope that Mssrs. Dunlap and Reissner will be more attentive to
shareholder concerns, I believe that if the Company is to be turned around a
major change must start now.
The Board currently consists of five members. All five seats on the Board are up
for election at the Annual Meeting. At the Annual Meeting, the Committee will
seek to elect Mr. Robert L. Ring and Mr. Gerald E. Brown to the Board. Since the
Committee is proposing only two nominees, three of the Company's nominees will
also be selected. We are also soliciting authority to vote for three of the
nominees being sponsored by the Company. If you grant us authority to vote for
three of the Company's nominees, we will NOT vote for either Mr. S. Robert
Dessalet or Mr. Thomas J. de Petra.
If elected, Mr. Ring and Mr. Brown have committed to work with the other
directors as expeditiously as possible to develop and implement a plan to effect
a turnaround at the Company.
We believe the time is right for a change and that time is now. Together, we can
determine the future of our investment in Winland Electronics, Inc. Please vote
the enclosed BLUE proxy card and vote FOR the election of Mr. Brown and Mr. Ring
to the Board. If you vote on our BLUE proxy card, you have the opportunity to
withhold authority to vote for any of the Company's nominees by writing his name
on the BLUE proxy card in the space provided.
Please also vote FOR our Shareholder Proposal, and sign, date and return the
BLUE proxy card in the envelope provided.
If you have already returned the proxy card sent to you by the Company, you may
revoke that proxy and vote for the Committee's nominees and the Shareholder
Proposal by marking, signing, dating and returning a later dated BLUE proxy
card.
Sincerely,
/s/ Ralph I. Call
-----------------------------------------
Ralph I. Call
Chairman, Shareholders' Protective
Committee
PROXY STATEMENT
TO ELECT CERTAIN PERSON TO THE BOARD OF DIRECTORS
OF WINLAND ELECTRONICS, INC.
----------
SOLICITATION OF PROXIES IN FAVOR OF ELECTING CERTAIN PERSONS
TO THE BOARD OF DIRECTORS
INTRODUCTION; SOLICITATION OF PROXIES
This Proxy Statement and the enclosed BLUE proxy card are being sent to the
shareholders of Winland Electronics, Inc. (the "Company"), in connection with
the solicitation of proxies by Dyna Technology, Inc., a shareholder of the
Company with its business address at 225 South Cordova Avenue, LeCenter, MN
56057 ("Dyna Technology"), and Ralph I. Call, James J. Kamp, Thompson H. Davis,
Robert L. Ring and Gerald E. Brown, who have formed the Winland Shareholders'
Protective Committee. Proxies solicited hereby are to be voted and/or utilized
at the Annual Meeting of Shareholders of the Company to be held on Thursday,
December 20, 2001, at 7:00 p.m. Central Time at the Company's principal office
located at 1950 Excel Drive, Mankato, Minnesota, or any adjournments,
postponements, continuations, or reschedulings thereof (the "Annual Meeting"),
for the purpose of electing Committee members Robert L. Ring and Gerald E. Brown
to the Board of Directors of the Company (the "Board") and to re-elect Board
members R. Terren Dunlap, James L. Reissner and Lorin E. Krueger, with the
result that two long-standing Board members, namely S. Robert Dessalet and
Thomas J. de Petra, will both be removed from the Board. The Committee is also
furnishing these proxy materials to solicit the shareholders of the Company to
adopt the Shareholder Proposal described in these proxy materials. This Proxy
Statement is furnished in opposition to the Company's Proxy Statement dated
November 19, 2001 (the "Company's Proxy Statement").
As of November 19, 2001, the Committee entered into an agreement with D.F. King
& Co., Inc., ("D.F. King") to retain D.F. King's services to solicit proxies for
this annual meeting. D.F. King will receive for its services a fee of up to the
amount of $50,000.00, plus reimbursement for out-of-pocket expenses. It is
expected that D.F. King will use up to approximately 20 people for this
solicitation. In addition to any solicitation made by D.F. King, the
Shareholders' Protective Committee may solicit proxies by telephone, facsimile,
e-mail, in person or by advertisement.
The Committee also intends to request banks, brokers and other custodians,
nominees and fiduciaries to forward these proxy materials to their customers who
are the beneficial owners of the shares they hold of record. The Committee will
reimburse such record holders for their reasonable out-of-pocket expenses in so
doing.
The Committee estimates the total cost of this solicitation, including legal
fees, and printing and mailing of proxy materials, to be $80,000.00 and will be
borne by Dyna Technology; provided, however, that in the event that the
Committee's nominees are elected, Dyna Technology may seek
reimbursement of such costs from the Company only to the extent permitted by law
and without shareholder approval of such reimbursement, unless such approval is
required by law. As of October 31, 2001, Dyna Technology has incurred total
expenditures of approximately $5,000.00 in connection with this solicitation of
the Company's shareholders.
THIS SOLICITATION IS BEING MADE BY THE SHAREHOLDERS' PROTECTIVE
COMMITTEE AND NOT ON BEHALF OF THE INCUMBENT BOARD OF
DIRECTORS OF THE COMPANY.
YOU ARE URGED TO SIGN, DATE AND RETURN THE BLUE PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
BACKGROUND OF THE SOLICITATION
Dyna Technology began buying Winland stock in October, 1999. At that time the
investment appeared to be an attractive investment opportunity because the
Company was growing rapidly and was beginning to show profitability. At that
time, the stock was trading between $2.00 and $2.25 per share. For the reasons
explained below, Ralph I. Call, the owner of Dyna Technology, decided to
consider taking action to protect his and the other Winland shareholders'
investment in Winland in the Fall of 2000. In late March, 2001, Mr. Call
organized the Shareholders' Protective Committee to seek to elect its members to
replace the Winland Board and propose amendments to the Company's Bylaws which
the Board put in place earlier in the month. At the Special Meeting of
Shareholders called by the Committee and held on August 21, 2001, the Committee
unsuccessfully sought to replace the Board.
The Shareholders' Protective Committee is deeply troubled by the performance of
the Company and has serious reservations about its continuing viability.
According to the Company's 2000 Annual Report, the Company had consumed
$3,924,501 of its $4,500,000 bank line of credit as of December 31, 2000 and the
Company has reported additional losses of $770,933.00 for the first nine months
of 2001.
We believe the Committee's nominees for election to the Board are individuals of
integrity and experience who are committed to enhancing value for all
shareholders. The election of our nominees, we believe, will provide the Company
with a fresh perspective based on their management, investment and capital
markets experience. The Committee's nominees view the opportunity to serve as
directors of the Company as a contract with the Company's shareholders to
maximize shareholder value. Winland's shareholders, as the owners of the
Company, have every right to be concerned about the value of their investment.
The Committee's nominees for the Board all have as their primary commitment the
pursuit of a business strategy that will produce the highest and best returns to
the Company's shareholders.
PROPOSAL: WINLAND SHAREHOLDERS' PROTECTIVE COMMITTEE
NOMINEES AS DIRECTORS
The Board currently consists of five persons. Each director elected at the 2001
annual meeting will be elected to serve until the Company's next annual meeting
or until a successor is duly elected/appointed and qualified.
The Company, in its proxy materials, has recommended that the number of members
on the Board be reduced to five. We concur.
The Committee submits for election to the Board Mr. Robert L. Ring and Mr.
Gerald E. Brown. The Committee recommends a vote FOR its nominees, and it is
intended that, unless contrary written instructions are provided, the BLUE proxy
card accompanying this Proxy Statement will be voted at the 2001 Annual Meeting
FOR the election to the Board of both of the Committee's nominees. The Committee
believes that each nominee will be able to serve, but should any nominee be
unable to serve as a director, the persons named in the BLUE proxy card have
advised that they will vote for the election of such substitute nominee as Dyna
Technology may propose. The election of Mr. Ring and Mr. Brown requires the
affirmative vote of a plurality of the votes cast.
All five seats on the Board are up for election at the Annual Meeting. At the
Annual Meeting, the Committee will seek to elect Mr. Robert L. Ring and Mr.
Gerald E. Brown to the Board. Since the Committee is proposing only two
nominees, three of the Company's nominees will also be selected. We are also
soliciting authority to vote for three of the nominees being sponsored by the
Company. If you grant us authority to vote for three of the Company's nominees,
we will NOT vote for either Mr. S. Robert Dessalet or Mr. Thomas J. de Petra.
For information regarding the Company's nominees for election as directors,
please refer to the Company's proxy statement, when it becomes available. There
can be no assurance that the Company's nominees will serve if elected with our
nominees.
Proxies cannot be voted for more than five persons.
The name, age, occupation/employment and business address of each person to be
nominated for election to the Company's Board of Directors, as furnished to the
Committee by the nominees, is as follows:
GERALD E. BROWN, age 54, has been the President of American HealthNet, a
Nebraska- based medical systems developer, since 1999. From 1997 through
1999, Mr. Brown was self-employed as a consultant to the home center
hardware industry. From 1994 to 1997, he served as Executive Vice President
of the Coleman Company, a Kansas-based manufacturer of recreational and
other consumer goods. From 1986 to 1997, Mr. Brown served in various
capacities with Coleman Powermate, a Nebraska-based affiliate of the
Coleman Company and manufacturer of portable generators, most recently as
President and Chief Executive Officer. The business address of his
principal occupation/employment is 2619 North 160th St., Omaha, NE 68116.
Solely by reason of his membership on the Shareholders' Protective
Committee, Mr. Brown shares in the dispositive and voting power of 404,800
shares of Winland stock owned by Dyna Technology.
ROBERT L. RING, age 58, has been an independent business process and
strategic planning consultant since 1994. Mr. Ring presently serves as
director for a number of privately held companies, including Bass Pro, Inc.
and Fiberglass Engineering, Incorporated, d/b/a Cobalt Boats. Mr. Ring was
employed by the Coleman Company for 32 years and served as President and
Chief Operating Officer of Coleman at the time of his resignation in 1994.
The
business address of his principal occupation/employment is P.O. Box 4067,
Wichita, KS 67204. Solely by reason of his membership on the Shareholders'
Protective Committee, Mr. Ring shares in the dispositive and voting power
of 404,800 shares of Winland stock owned by Dyna Technology.
Mr. Call has entered into an agreement with James J. Kamp, Thompson H. Davis and
each of the Committee's nominees to form the Committee to solicit the
shareholders of the Company to elect Mr. Ring and Mr. Brown to the Winland Board
(the "Agreement"). Pursuant to the Agreement, Mr. Call has agreed to indemnify
and hold harmless each of the members of the Committee from any and all losses,
claims, damages, counsel fees and expenses (including fees and expenses incurred
in defending or investigating any such claim) and all liabilities to which each
may become subject under any statute, under common law or otherwise relating to,
based upon or arising out of such person's actions which relate to serving on
the Committee or standing for election to the Board (except to the extent that
any such loss, claim, damage, counsel fee or liability is found in a final
judgment by a court, not subject to further appeal, to have resulted from bad
faith, willful misconduct or gross negligence on the part of the affected
Committee member). Except as specified herein, to date, there are no other
arrangements or understandings between Dyna Technology and the persons
identified above.
SHAREHOLDER PROPOSAL:
Dyna Technology, Inc., the holder of 404,800 shares of Winland Electronics, Inc.
and having an address of 225 South Cordova Avenue, LeCenter, Minnesota 56057,
hereby submits the following resolution for adoption by the shareholders of the
Company at its Annual Meeting:
RESOLVED, That the shareholders of Winland Electronics, Inc. demand that
the Board of Directors adopt a policy prohibiting officers of the Company
from receiving any stock options or bonuses in future years unless the
Company outperforms the Dow Jones Industrial Index (the "Broad Market") by
at least 10% as measured by aggregate total return to shareholders over the
prior five fiscal year period.
SUPPORTING STATEMENT
The chart below compares the Company's total return to shareholders ("TRS") to
the Broad Market and also discloses the Company's compensation to its senior
officers. The chart demonstrates the difficulty the Company has had in relating
its performance for its shareholders to its compensation for its senior
officers:
WEX Senior Officer WEX Closing
Dow Jones Compensation Prices
---------- ------------------- -----------
October 31, 1996 $ 6,029.38 -- $3.00
January 1, 1997 6,448.27 $291,639 3.87
January 1, 1998 7,908.25 358,404 2.50
January 1, 1999 9,181.43 479,695 2.53
January 1, 2000 11,497.12 300,240 2.25
January 1, 2001 10,786.85 369,900 1.25
October 31, 2001 9,075.13 -- .60
For the five year period ending on October 31, 2001, the Company's TRS fell 80%,
while the Broad Market increased by 50%. Nonetheless, during the year 2000, the
Chairman/CEO was permitted to exercise options on 10,000 shares of the Company's
stock and, as of the end of the year 2000, held options to acquire an additional
20,000 shares, all in addition to salary and bonuses paid to him that year in
the aggregate amount of $196,300.00. Additionally, the President of the Company
was also permitted to exercise options on 10,000 shares of the Company's stock
and also held options to acquire an additional 20,000 shares as of the end of
the year 2000, in addition to salary and bonuses paid to him that year in the
aggregate amount of $173,600.00.
The Company's underperformance for its shareholders has been a long-term
problem. In terms of TRS, a $100 investment in the Company on October 31, 1996
would have lost $80.00 by October 31, 2001. That same $100 investment over the
same period would have made $50.52 in the Broad Market.
Why should the officers who have presided over the Company during this sustained
period be awarded options on tens of thousands of the Company's shares? It is
NOT in the best interest of shareholders that officers of the Company be
rewarded with stock options when they are responsible for this sustained period
of poor performance by the Company.
It is respectfully submitted that it is in the best interest of the Company and
its shareholders that the Board of Directors adopt a policy prohibiting the
grant or issuance of stock options to the officers of the Company unless the
Company has outperformed the Broad Market by at least 10% in terms of aggregate
TRS over the previous five year fiscal year period.
INTEREST OF COMMITTEE MEMBERS IN THIS SOLICITATION
The members of the Shareholders' Protective Committee own Winland's common stock
as follows:
COMMITTEE MEMBER NUMBER OF SHARES PERCENT OF CLASS
-------------------------- ---------------- ----------------
Ralph I. Call 404,800 (1) 13.7%
James J. Kamp
Thompson H. Davis
Robert L. Ring
Gerald E. Brown
All Committee Members as a Group (3) 404,800 13.7%
1. Represents shares owned of record by Dyna Technology, Inc., which is
owned and controlled by Mr. Call and his spouse.
2. For purposes hereof, each of the Committee Members is deemed an
associate of each of the other Committee Members and of Dyna
Technology.
During the two year period ended October 31, 2001, the committee members
purchased and/or sold shares of the Company's common stock as follows (except as
indicated, all purchases were made with the particular nominee's personal
funds):
COMMITTEE CLOSE OF AMOUNT OF PURCHASE OR PRICE PER SHARE
MEMBER TRANSACTION WEX SHARES SOLD
--------------- ------------- ---------- ----------- ---------------
Dyna Technology Nov. 09, 1999 4,200 Purchase $2.25
Dyna Technology Nov. 10,1999 5,200 Purchase $2.25
Dyna Technology Nov. 10,1999 4,100 Purchase $2.25
Dyna Technology Nov. 11,1999 4,600 Purchase $2.25
Dyna Technology Nov. 12,1999 2,000 Purchase $2.25
Dyna Technology Nov. 16,1999 900 Purchase $2.25
Dyna Technology Nov. 18,1999 2,100 Purchase $2.25
Dyna Technology Nov. 19,1999 200 Purchase $2.25
Dyna Technology Nov. 22,1999 9,600 Purchase $2.25
Dyna Technology Nov. 23,1999 1,900 Purchase $2.25
Dyna Technology Nov. 24,1999 1,100 Purchase $2.25
Dyna Technology Nov. 29,1999 1,100 Purchase $2.25
Dyna Technology Nov. 30,1999 4,400 Purchase $2.25
Dyna Technology Dec. 02, 1999 500 Purchase $2.25
Dyna Technology Dec. 08, 1999 6,700 Purchase $2.25
Dyna Technology Dec. 10, 1999 17,900 Purchase $2.25
Dyna Technology Dec. 10, 1999 500 Purchase $2.19
Dyna Technology Dec. 13, 1999 8,100 Purchase $2.25
Dyna Technology Dec. 14, 1999 3,200 Purchase $2.25
Dyna Technology Dec. 14, 1999 4,000 Purchase $2.31
Dyna Technology Dec. 15, 1999 11,200 Purchase $2.375
Dyna Technology Dec. 17, 1999 9,100 Purchase $2.375
Dyna Technology Dec. 17, 1999 200 Purchase $2.31
Dyna Technology Dec. 20, 1999 1,800 Purchase $2.375
Dyna Technology Dec. 20, 1999 500 Purchase $2.31
Dyna Technology Dec. 21, 1999 1,400 Purchase $2.375
Dyna Technology Dec. 23, 1999 7,000 Purchase $2.375
Dyna Technology Dec. 23, 1999 7,500 Purchase $2.25
Dyna Technology Dec. 27, 1999 500 Purchase $2.25
Dyna Technology Dec. 30, 1999 100 Purchase $2.19
Dyna Technology Dec. 30, 1999 100 Purchase $2.22
Dyna Technology Dec. 30, 1999 5,000 Purchase $2.25
Dyna Technology Dec. 31, 1999 200 Purchase $2.25
Dyna Technology Jan. 3, 2000 2,600 Purchase $2.25
Dyna Technology May 3, 2000 5,800 Purchase $2.00
Dyna Technology May 5, 2000 18,200 Purchase $2.00
Dyna Technology May 24, 2000 20,000 Purchase $2.6875
Dyna Technology May 24, 2000 1,000 Purchase $1.875
Dyna Technology May 26, 2000 19,000 Purchase $1.875
Dyna Technology May 31, 2000 1,000 Purchase $1.875
Dyna Technology June 1, 2000 2,000 Purchase $1.875
Dyna Technology July 27, 2000 25,400 Purchase $1.875
Dyna Technology Aug. 1, 2000 6,100 Purchase $1.875
Dyna Technology Aug. 2, 2000 5,000 Purchase $1.875
Dyna Technology Aug. 3, 2000 500 Purchase $1.875
Dyna Technology Aug. 4, 2000 1,000 Purchase $1.875
Dyna Technology Sept. 6, 2000 39,000 Purchase $1.94
Dyna Technology Sept. 7, 2000 2,500 Purchase $1.94
Dyna Technology Sept. 8, 2000 4,600 Purchase $1.94
Dyna Technology Sept. 12, 2000 200 Purchase $1.94
Dyna Technology Sept. 14, 2000 2,600 Purchase $1.94
Dyna Technology Sept. 15, 2000 3,900 Purchase $1.94
Dyna Technology Sept. 21, 2000 2,000 Purchase $1.94
Dyna Technology Sept. 22, 2000 4,200 Purchase $1.94
Dyna Technology Sept. 25, 2000 8,000 Purchase $1.94
Dyna Technology Sept. 26, 2000 500 Purchase $1.94
Dyna Technology Sept. 28, 2000 3,500 Purchase $1.94
Dyna Technology Sept. 29, 2000 8,000 Purchase $1.94
Dyna Technology Oct. 12, 2000 10,000 Purchase $1.50
Dyna Technology Oct. 13, 2000 1,500 Purchase $1.50
Dyna Technology Nov. 2, 2000 500 Purchase $1.56
Dyna Technology Nov. 3, 2000 8,000 Purchase $1.625
Dyna Technology Nov. 7, 2000 1,700 Purchase $1.625
Dyna Technology Nov. 9, 2000 1,000 Purchase $1.625
Dyna Technology Nov. 14, 2000 1,000 Purchase $1.625
Except as set forth herein, none of the nominees or their respective associates
(i) directly or indirectly beneficially owns any securities of the Company; (ii)
has had any relationship with the Company in any capacity other than as a
shareholder; (iii) knows of any transactions, or series of similar transactions,
since the beginning of the Company's last fiscal year, or any currently proposed
transaction, or series of similar transactions, to which the Company or any of
its subsidiaries was or is to be a party, in which the amount involved exceeds
$60,000 and in which any of them or their respective affiliates had, or will
have, a direct or indirect material interest; (iv) is, or within the past year
was, a party to any contract, arrangement or understanding with any person with
respect to any future employment by the Company or its known affiliates or any
future transactions to which the Company or any of its known affiliates will or
may be a party. Other than the compensation regularly paid by the Company to its
directors, executive officers and consultants, the nominees will not receive any
compensation for their services as directors of the Company.
PRINCIPAL SHAREHOLDERS
Reference is made to the Company's Proxy Statement filed with the Securities and
Exchange Commission and dated as of November 19, 2001, by the Board of Directors
of the Company for certain information about the Company's principal owners and
certain other matters required to be disclosed by the Company.
VOTING, EXECUTION AND REVOCATION OF PROXIES
According to the Company's Proxy Statement, only stockholders of record at the
close of business
on October 22, 2001, will be entitled to vote. As of that date, again according
to the Company's Proxy Statement, the Company had 2,955,872 shares of common
stock outstanding and entitled to vote and each share is entitled to one vote.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Company's common stock entitled to vote at the Annual
Meeting constitutes a quorum for the transaction of business.
If a broker returns a "non-vote" proxy, indicating a lack of voting instructions
by the beneficial holder of the shares and a lack of discretionary authority on
the part of the broker to vote on a particular matter, then the shares covered
by such non-vote shall be deemed present at the meeting for the purposes of
determining a quorum but shall not be deemed to have been voted in favor of such
matter. If a shareholder abstains from voting as to any matter, then the shares
held by such shareholder shall be deemed present at the meeting for the purposes
of determining a quorum, but shall not be deemed to have been voted in favor of
such matter. Abstentions and broker non-votes will have the same effect as a
vote against the matters submitted for shareholder vote. Broker-dealers, banks
and other entities holding securities for the beneficial ownership of their
customers will not be permitted to vote shares of the Company's common stock for
which they have not received voting instructions from the beneficial owners
thereof. Accordingly, shares beneficially owned by persons who abstain from
voting will not count toward the quorum required for the meeting or toward the
votes required for the election of directors. Similarly, shares not voted by
broker-dealers, banks and other entities holding securities for the beneficial
ownership of their customers will not count toward the quorum required for the
meeting or toward the votes required for the election of directors.
The election of the Committee's two director-nominees requires the affirmative
vote of the holders of a majority of the voting power of all shares of the
Company's common stock deemed present at the Annual Meeting.
Each properly executed and timely returned BLUE proxy card will be voted in
favor of the election of all of the Committee's director-nominees. Shareholders
of the Company desiring to vote for some of the Committee's director-nominees
should execute and return the Committee's BLUE proxy card, but should write the
full name of the Committee's nominee or nominees, for whom the shareholder
desires to withhold authority to vote. The Committee's BLUE proxy card will
revoke any prior proxy or proxies given and will be revoked by any subsequent
proxy or proxies given. Since the Committee is proposing only two nominees,
three of the Company's nominees will also be selected. We are also soliciting
authority to vote for three of the nominees being sponsored by the Company. If
you grant us authority to vote for three of the Company's nominees, we will NOT
vote for either Mr. S. Robert Dessalet or Mr. Thomas J. de Petra. If you vote on
our BLUE proxy card, you have the opportunity to withhold authority to vote for
any of the Company's nominees by writing their name(s) on the BLUE proxy card in
the space provided. Accordingly, shareholders of the Company desiring to vote
against election of all of the Committee's director-nominees, or who desire to
abstain from voting, should not execute or return a BLUE proxy card.
[BLUE COLORED PAPER]
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
----------
BY DYNA TECHNOLOGY, INC., RALPH I. CALL, JAMES J. KAMP
THOMPSON H. DAVIS, ROBERT L. RING AND GERALD E. BROWN
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS OF
WINLAND ELECTRONICS, INC.,
TO BE HELD THURSDAY, DECEMBER 20, 2001
The undersigned hereby constitutes and appoints Dyna Technology, Inc., and Ralph
I. Call as attorneys and proxies (each with the power to act alone and with the
power of substitution and revocation) to attend the Meeting of Shareholders of
Winland Electronics, Inc. (the "Company" or "WEX") to be held at the Company's
principal office located at 1950 Excel Drive, Mankato, Minnesota, on Thursday,
December 20, 2001, at 7:00 p.m., Central Time and any and all adjournments
thereof, and there to act for and to vote all of the shares of common stock held
in the name of the undersigned, in the manner specified below, upon the
following matters:
1. Set the number of directors at five(5) and elect the two directors listed
below, each to serve until the earlier of the election of his successor or
his earlier resignation, removal, disqualification or death:
ROBERT L. RING AND GERALD E. BROWN
/__/ FOR all nominees (except as indicated /__/ WITHHOLD AUTHORITY to
to the contrary below). vote for all nominees
The Committee intends to use this Proxy to vote for three persons nominated
by the Company other than Mr. S. Robert Dessalet or Mr. Thomas J. de Petra.
To withhold authority to vote for any Company nominee, write the name of
the nominee below. Refer to the Proxy Statement and Proxy distributed by
the Company for the names and information concerning such nominees. There
is no assurance that any of the Company's nominees will serve as directors
if the Committee's nominees are elected to the Board of Directors. The
Committee is NOT seeking authority to vote for and will NOT exercise such
authority to vote for Mr. S. Robert Dessalet or Mr. Thomas J. de Petra.
(INSTRUCTION: To withhold authority to vote for of one or more nominees,
write the full name(s) of such nominees in the space provided below.)
---------------------------------------------------------------------------
2. Shareholder Proposal
RESOLVED, That the shareholders of Winland Electronics, Inc. demand
that the Board of Directors adopt a policy prohibiting officers of the
Company from receiving any stock options or bonuses in future years
unless the Company outperforms the Dow Jones Industrial Index by at
least 10% as measured by aggregate total return to shareholders over
the prior five fiscal year period.
/__/ FOR the Shareholder Proposal /__/ WITHHOLD AUTHORITY to vote
for the Shareholder Proposal
IF THIS PROXY IS EXECUTED IN SUCH A MANNER AS TO NOT WITHHOLD AUTHORITY TO VOTE
FOR THE ELECTION OF ANY NOMINEE, OR IF THIS PROXY IS EXECUTED IN SUCH A MANNER
AS TO NOT WITHHOLD AUTHORITY TO VOTE FOR THE SHAREHOLDER PROPOSAL, IT SHALL BE
DEEMED TO GRANT AUTHORITY TO VOTE FOR THE ELECTION OF ANY SUCH NOMINEE AND FOR
THE ADOPTION OF THE SHAREHOLDER PROPOSAL.
PLEASE FILL IN, SIGN, AND DATE ON THE REVERSE SIDE AND MAIL IN THE
ENCLOSED ENVELOPE. IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE
CONTACT THE FIRM ASSISTING US IN THIS MATTER, D.F. KING & CO., INC. AT THEIR
TOLL-FREE NUMBER 1-800-628-8509.
Dated this ____ day of ________________, 2001
_____________________________________________
Signature
_____________________________________________
Signature
_____________________________________________
Title(s)
IMPORTANT: This Proxy should be signed
exactly as your name appears on your WEX
stock certificate. In the case of joint
tenants, both should sign. Fiduciaries should
indicate full title and authority.
Corporations should sign in full corporate
name by the President or other authorized
officer. Partnerships should sign in
partnership name by an authorized person.
THIS PROXY REVOKES ANY PRIOR PROXY OR PROXIES GIVEN. SHAREHOLDERS WHO DO NOT
WISH TO VOTE FOR ANY DIRECTOR-NOMINEES PROPOSED BY THE COMMITTEE SHOULD NOT
EXECUTE OR RETURN THIS PROXY. SHAREHOLDERS WHO DO NOT GIVE THIS PROXY CAN VOTE
FOR OR AGAINST THE ELECTION OF SOME OR ALL OF THE COMMITTEES'S DIRECTOR-NOMINEES
IN PERSON OR THROUGH ANOTHER PROXY OF THEIR CHOICE.