NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 15, 2002
The Annual Meeting of Stockholders of AM Communications, Inc., a Delaware corporation (the "Company"), will be held on Friday, November 15, 2002, at 9:30 a.m., local time, at the Company's offices located at 1900 AM Drive (near the Route 663/Quakertown entrance to the Northeast Extension (Interstate 476) of the Pennsylvania Turnpike), Quakertown, PA 18951-2107, for the following purposes:
1. To consider and vote upon a proposal to amend the Company's Certificate of Incorporation and By-laws to eliminate the requirement to annually elect directors and to substitute, in its stead, a classified board of directors having three classes with staggered three-year terms;
2. To elect seven directors of the Company to serve for staggered terms or, if Proposal 1 is not adopted by the stockholders, to elect seven directors of the Company to hold office until the next Annual Meeting of Stockholders or until their respective successors are duly elected and shall qualify;
3. To consider and vote upon a proposal to amend the Company's 1999 Stock Option Plan (the "1999 Plan") to increase the aggregate number of shares of the Company's Common Stock authorized for issuance under the Plan from 15,000,000 to 25,000,000 shares;
4. To consider and vote upon an amendment to Article 4 of the Certificate of Incorporation of the Company to increase the number of authorized shares of Common Stock of the Company from 100,000,000 to 150,000,000 shares; and
5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The close of business on September 30, 2002 has been fixed as the record date for the meeting. All stockholders of record at that time are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof.
The Proxy Statement accompanying this Notice contains detailed information concerning the matters to be considered and acted upon at the meeting. Please read it carefully.
All stockholders are cordially invited to attend the meeting. Whether or not you plan to attend the meeting, the Board of Directors urges you to date, sign and return promptly the enclosed proxy, which is solicited by the Board of Directors of the Company. Your proxy may be revoked at any time prior to the time it is voted and the return of the proxy will not affect your right to vote in person if you do attend the meeting. A copy of the Company's 2002 Annual Report is also enclosed but is not to be regarded as proxy solicitation material.
By Order of the Board of Directors,
Javad K. Hassan Chairman October 21, 2002
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AM COMMUNICATIONS, INC.
1900 AM Drive
Quakertown, PA 18951-2107 |
