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Benthos Inc – ‘DEFS14A’ for 3/5/02

On: Thursday, 4/4/02 · For: 3/5/02 · Accession #: 927016-2-1907 · File #: 0-29024

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/04/02  Benthos Inc                       DEFS14A     3/05/02    1:50K                                    Donnelley R R & S… 07/FA

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Statement                            16     88K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Directors' Compensation
1	1st Page - Filing Submission
12	Directors' Compensation

DEFS14A 1st Page of 16 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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

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 to Rule 14a-11(c) or Rule 14a-12               

 BENTHOS, INC.
 -----------------------------------------------------------------------
(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:  

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(2)  Aggregate number of securities to which transaction applies:     

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(3) Per unit price or other underlying value of transaction computed  
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):                                 

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(4) Proposed maximum aggregate value of transaction:                  

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(5) Total fee paid:                                                   

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/ / Fee paid previously with preliminary materials.                   

    / / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid   
previously. Identify the previous filing by registration statement number, or   
the form or schedule and the date of its filing.                                

(1) Amount Previously Paid:                                           

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(2) Form, Schedule or Registration Statement No.:                     

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(3) Filing Party:                                                     

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(4) Date Filed:                                                       

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[LOGO] Benthos, Inc.                                                            

BENTHOS, INC. 

----------------- 

Notice of Special Meeting in Lieu of the  
Annual Meeting of Stockholders  
Friday, May 3, 2002 
10:00 a.m.  

----------------- 

To Benthos Stockholders:                                                        

 A Special Meeting in Lieu of the Annual Meeting of Stockholders of Benthos,
Inc. will be held on Friday, May 3, 2002 at 10:00 a.m., local time, in the      
Hawk's Nest at the Ballymeade Country Club, 125 Falmouth Woods Road, Falmouth,  
Massachusetts, for the following purposes:                                      

1. To elect two Class III members of the Board of Directors of the  
Company to serve until the 2005 Annual Meeting of Stockholders and until  
their successors are duly elected.                                        

2. To consider and act upon a proposal to approve the appointment of
Arthur Andersen LLP as the Company's auditors for the 2002 fiscal year.   

3. To transact such other business as may properly come before the  
meeting or any adjournments thereof.                                      

Only stockholders of record at the close of business on March 29, 2002 are
entitled to notice of and to vote at this meeting.                              

                                      By Order of the Board of Directors

                        John T. Lynch, Clerk

North Falmouth, Massachusetts                                                   
April 3, 2002                                                                   

IMPORTANT 

It is important that your shares be represented at the meeting. Accordingly,
whether or not you expect to attend the meeting, please sign, date and      
promptly return the attached proxy in the enclosed envelope.                

49 Edgerton Drive, North Falmouth, Massachusetts 02556-2826 USA 
Tel: 508-563-1000 Fax: 508-563-6444 
www.benthos.com 

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BENTHOS, INC. 

PROXY STATEMENT 

Special Meeting in Lieu of the  
Annual Meeting of Stockholders  
May 3, 2002 

 This proxy statement and the accompanying Notice of Special Meeting in Lieu
of the Annual Meeting of Stockholders is furnished to stockholders of Benthos,  
Inc., a Massachusetts corporation (the "Company"), in connection with the       
solicitation by the Board of Directors of proxies to be used at the Annual      
Meeting of Stockholders of the Company to be held on May 3, 2002 at the time    
and place set forth in the accompanying notice and at any and all adjournments  
thereof. The approximate date on which this proxy statement and accompanying    
proxy form are being sent to stockholders is April 3, 2002.                     

INFORMATION AS TO VOTING SECURITIES 

 Only stockholders of record at the close of business on March 29, 2002 (the
"record date") will be entitled to vote at the meeting. On that date, the       
Company had outstanding and entitled to vote 1,383,082 shares of Common Stock.  
Each share of Common Stock outstanding on the record date is entitled to one    
vote. Under the Company's By-Laws, the presence in person or by proxy of a      
majority in interest of all shares of Common Stock issued, outstanding and      
entitled to vote at the meeting shall constitute a quorum. When a quorum is     
present, a director may be elected by a plurality of the votes properly cast.   
The approval of the appointment of the auditors will require the favorable vote 
of a majority of the votes properly cast. Votes withheld from any nominee for   
election as a director, abstentions and broker "non-votes" are counted as       
present or represented for purposes of determining the presence of a quorum for 
the meeting. Therefore, abstentions and broker "non-votes" will have the effect 
of "against" votes. Broker "non-votes" occur when a nominee holding shares for  
a beneficial owner votes on one proposal, but does not vote on another proposal 
because the nominee does not have discretionary voting power and has not        
received instructions from the beneficial owner. Usually, this would occur when 
brokers holding stock in "street name" have not received any instructions from  
clients, in which case the brokers (as holders of record) are permitted to vote 
on "routine" proposals but not on non-routine matters. Missing votes on         
non-routine matters are "broker non-votes." The election of directors and       
auditors are considered routine matters.                                        

PROXY SOLICITATION  

 The expenses of solicitation of proxies will be borne by the Company. It is
expected that the solicitation will be made primarily by mail, but officers and 
employees of the Company may also solicit proxies by telephone, fax and in      
person. Arrangements will be made to furnish copies of proxy materials to       
fiduciaries, custodians and brokerage houses for forwarding to beneficial       
owners of the Company's Common Stock. Stockholders eligible to vote may vote by 
signing and mailing the enclosed proxy card.                                    

The Company's principal executive offices are at 49 Edgerton Drive, North 
Falmouth, Massachusetts 02556-2826.                                             

Any person giving a proxy in the form accompanying this statement has the 
power to revoke it at any time before its exercise. It may be revoked by filing 
with the Clerk of the Company an instrument of revocation or by delivering a    
proxy bearing a later date. It may also be revoked by attendance at the meeting 
and election to vote in person.                                                 

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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY 

 The current directors and executive officers of the Company are as follows:

                                                        [Enlarge/Download Table]

          Name            Age                               Position                              
          ----            ---                               --------                              
                                                                                                  
Samuel O. Raymond........ 73  Chairman Emeritus of the Board of Directors and Director of Research
Ronald L. Marsiglio...... 55  President and Chief Executive Officer and Director                  
Stephen D. Fantone....... 48  Chairman of the Board of Directors                                  
A. Theodore Mollegen, Jr. 64  Director                                                            
Thurman F. Naylor........ 82  Director                                                            
Gary K. Willis........... 56  Director                                                            
Arthur L. Fatum.......... 49  Director                                                            
Francis E. Dunne, Jr..... 55  Vice President, Chief Financial Officer and Treasurer               
James R. Kearbey......... 38  Vice President, General Manager, Package Inspection Systems Division
Daniel R. Conway......... 48  Vice President, Sales and Marketing, Undersea Systems Division      

 The Company's board of directors is classified into three classes, with the
members of the respective classes serving for staggered three-year terms. Class 
I, consisting of Messrs. Marsiglio and Willis, is eligible for re-election at   
the 2003 annual meeting; Class II, consisting of Mr. Mollegen and Dr. Fantone,  
is eligible for re-election at the 2004 annual meeting; Class III, consisting   
of Messrs. Raymond, Naylor and Fatum, is eligible for re-election at the 2002   
stockholders meeting. Officers of the Company serve at the pleasure of the      
Board of Directors. Mr. Naylor, a Class III director, has informed the Company  
that he does not intend to stand for reelection.                                

The following information is provided with respect to the business        
experience of each director and executive officer of the Company:               

Mr. Raymond founded the Company in 1962 and served as its President for   
twenty years. He previously served as Chairman of the Board from 1965-1982 and  
from 1989 to January 1997. Mr. Raymond most recently served as the President    
and Chief Executive Officer of the Company from June 1995 to April 1996.        
Mr. Raymond has served as a director of the Company since 1965. In January      
1997, Mr. Raymond was elected as Chairman Emeritus of the Board of Directors    
and Director of Research of the Company. Mr. Raymond has a B.S. in Mechanical   
Engineering from M.I.T., holds nine U.S. patents, and is the author of several  
technical papers on undersea technology. He was instrumental in the development 
and marketing of many of the Company's original products in both the Company's  
Undersea Systems Division and the Package Inspection Systems Division.          

Mr. Marsiglio has served as President, Chief Executive Officer and a      
director of the Company since May 21, 2001. Prior to joining the Company he was 
President and Chief Executive Officer of VDO North America (1998-2001), a       
division of Mannesmann VDO, a global automotive parts supplier. From 1975 to    
1998, Mr. Marsiglio was employed by Philips Electronics. During those years he  
held various positions in consumer electronics including Senior Vice President  
and General Manager of the Philips/Magnavox television business in North        
America. His most recent position with Philips was President and Chief          
Executive Officer of Philips Automotive Electronics before it was sold to       
Mannesmann VDO in 1998. Mr. Marsiglio has a BSEE from the University of         
Illinois and an M.B.A. from Loyola University in Chicago.                       

Dr. Fantone became a director of the Company in March 1995 and was elected
Chairman of the Board of Directors in January 1997. Since 1982, he has been     
President and Chief Executive Officer of Optikos Corporation, an optical        
engineering firm that he founded and which specializes in the design and        
manufacture of optical products and instrumentation and optical test equipment. 
He has B.S. degrees in Electrical Engineering and Management from M.I.T. and a  
Ph.D. in Optics from the Institute of Optics at the University of Rochester.    

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Dr. Fantone has been awarded over 50 U.S. patents and is the author of numerous 
technical papers and articles on optical technology. He is also currently a     
Senior Lecturer in the Mechanical Engineering Department at M.I.T. and          
Treasurer of the Optical Society of America. On January 26, 2001, Dr. Fantone   
was elected as President and Chief Executive Officer of the Company on an       
interim basis; he served in that capacity until the election of Mr. Marsiglio   
on May 21, 2001.                                                                

Mr. Mollegen has served as a director of the Company since 1985. He is the
President and Chief Executive Officer of Allied Resources Corporation, a        
company which provides engineering, technical training, and safety management   
services to industrial firms. Before founding Allied Resources in 1993, Mr.     
Mollegen was for sixteen years Chief Executive Officer of Analysis &            
Technology, Inc., a provider of engineering and technical services to the U.S.  
Navy. Mr. Mollegen has a B.E. in Electrical Engineering from Yale University    
and is the author of over 90 technical papers and reports on undersea topics.   
He is also a member of the Arts and Technology Advisory Council for Connecticut 
College, and a member of the Advisory Committee of the Connecticut Small        
Business Development Center, an agency jointly sponsored by the University of   
Connecticut Graduate School of Business and the U.S. Small Business             
Administration.                                                                 

 Mr. Naylor is President of Cameras and Images International, Inc. (a dealer
in photographic images and equipment), is the owner and founder of the Naylor   
Museum of Photography in Brookline, Massachusetts, and has served as a director 
of the Company since 1987. Mr. Naylor is an internationally recognized          
authority on photographic history, processes, and technology. Mr. Naylor is the 
former Chairman, President and CEO of Standard-Thomson Corporation, a           
manufacturer of temperature and pressure controls and electronic equipment. Mr. 
Naylor is also the former Chairman, President and CEO of Thomson International  
Corporation (1959-1989), a manufacturer of temperature controls with            
engineering and manufacturing facilities in twelve countries. Mr. Naylor has a  
B.A. in Economics from Fordham University and a B.S. in Mechanical Engineering  
from The John Hopkins University. Mr. Naylor is also a member of the Board of   
Directors of Summit Industries, Inc. (a manufacturer of x-ray equipment). Mr.   
Naylor has informed the Company that he does not intend to stand for reelection 
as a director.                                                                  

 Mr. Willis has been a director of the Company since 1998. In November 2000,
Mr. Willis retired from Zygo Corporation, a supplier of high precision yield    
improvement and metrology systems, where since November 1998, he had been       
Chairman of the Board of Directors. Mr. Willis had also served as a director of 
Zygo Corporation since February 1992 and as President (1992-1999) and Chief     
Executive Officer (1993-1999) of that corporation. Before joining Zygo, he was  
the Chairman, President and Chief Executive Officer of The Foxboro Company, a   
manufacturer of process control instruments and systems. Mr. Willis is also a   
director of Rofin-Sinar Technologies, Inc. (industrial laser systems), Hpower   
Corporation (commercial and residential fuel cells), and Middlesex Health       
Services, Inc., a Connecticut-based health care provider. Mr. Willis has a B.S. 
in Mechanical Engineering from Worcester Polytechnic Institute.                 

Mr. Fatum has been a director of the Company since January 6, 2000. Since 
October 2000, he has been President of CNET Networks International Media, a     
division of CNET Networks, Inc., a global Internet media company specializing   
in technology information. From July 2000 to October 2000, he was Executive     
Vice President and Chief Financial Officer of ZDNet, a global Internet media    
company. ZDNet was acquired by CNET Networks, Inc. in October 2000. From        
November 1998 to June 2000, he was Vice President and Chief Financial Officer   
of PictureTel Corporation (a company engaged in the development, manufacture    
and support of video conferencing and visual and audio collaboration            
solutions). Before joining PictureTel Corporation, he was President and         
Managing Director of AT&T Capital Europe (1995-1998), responsible for its       
pan-European equipment leasing business. Before joining AT&T Capital, Mr. Fatum 
also held positions with Dun & Bradstreet, Inc. and General Electric Company.   
Mr. Fatum has a B.S. in mathematics from State University of New York and is a  
graduate of GE Management Development Institute.                                

Mr. Dunne has been Treasurer and Chief Financial Officer of the Company   
since 1997 and Vice President since January 2000. Before joining the Company,   
he was Chief Financial Officer of Kinney Vacuum Company,                        

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then an operating division of General Signal Corporation (1993-1996). Kinney    
Vacuum Company is a manufacturer of industrial vacuum pumps and pump systems    
for the food packaging, chemical and pharmaceutical, heat treating, automotive, 
and other industries. General Signal Corporation was a manufacturer of products 
serving the process controls, electrical controls, and industrial technology    
industries. Mr. Dunne has a B.S. degree in Accounting from St. John's           
University, an M.B.A. in Finance from Long Island University, and is a          
Certified Public Accountant.                                                    

Mr. Kearbey was appointed as Vice President and General Manager of the    
Company's Package Inspection Systems Division on December 1, 2000. Before this  
appointment, Mr. Kearbey was General Manager of the Package Inspection Systems  
Division from 1998 to 2000 and Western Regional Sales Manager for the Package   
Inspection Systems Division from 1996 to 1998. Before joining the Company, he   
was the National Sales Manager at Sasib Packaging Systems, a manufacturer of    
packaging equipment for the food industry (1994-1996). Mr. Kearbey holds a B.A. 
degree from National Louis University and a M.B.A. from Keller Graduate School  
of Management.                                                                  

Mr. Conway was appointed Vice President, Sales and Marketing of the       
Company's Undersea Systems Division on June 18, 2001. Before this appointment,  
Mr. Conway was Vice President, Business Development from April 2000 to June     
2001. Before joining the Company, he was Vice President, Business Development   
and Acquisition Integration (1995-2000) at Analysis & Technology, Inc., a       
provider of engineering and technical services to Department of Defense and     
commercial clients. Mr. Conway served as an officer on active duty in the naval 
nuclear submarine force, and later held the position of Officer in Charge of    
the Naval War College Detachment, Naval Intelligence, as a Commander in the     
U.S. Naval Reserves. Mr. Conway holds a B.S. in Oceanography from the United    
States Naval Academy and an MBA from the University of Rhode Island.            

 There are no family relationships among the directors or executive officers
of the Company.                                                                 

Board and Committee Meetings                                                    

Six meetings of the Board of Directors were held during the fiscal year   
ended September 30, 2001.                                                       

The Audit Committee is a committee of the Board of Directors which reviews
and discusses the plan for and the results of the annual audit with the         
Company's independent auditors and approves non-audit services provided by      
them. The Audit Committee also reviews the Company's internal control and       
accounting system. In addition, the committee makes recommendations to the      
Board concerning the selection of the independent auditors. The present members 
of the Committee, which met four times during the past fiscal year, are Messrs. 
Fatum, Mollegen, Naylor and Willis.                                             

The ESOP Committee is appointed by the Board of Directors and administers 
the Company's Employee Stock Ownership Plan. Messrs. Naylor and Fantone are the 
current members of the ESOP Committee. There were no meetings of the ESOP       
Committee during the past fiscal year.                                          

The Compensation and Stock Option Plan Committee (the "Compensation       
Committee") is a committee of the Board of Directors which establishes the      
compensation of senior officers and grants options under the Company's employee 
stock option plan. The current members of the Compensation Committee are        
Messrs. Mollegen, Naylor and Willis. The committee did not formally meet during 
the past fiscal year, but rather conducted business by e-mail, facsimile and    
telephone.                                                                      

The Board of Directors serves as the Company's Nominating Committee.      

All directors attended at least 75% of the meetings of the Board of       
Directors and the committees of which they were members during the fiscal year  
ended September 30, 2001.                                                       

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REPORT OF THE AUDIT COMMITTEE 

The Audit Committee is composed of Messrs. Fatum, Mollegen, Naylor and    
Willis, each of whom is "independent," as defined in Rule 4200(a)(15) of the    
National Association of Securities Dealers listing standards. The Audit         
Committee operates under a written charter adopted by the Board of Directors, a 
copy of which is annexed as Appendix A to the Company's Proxy Statement dated   
April 4, 2001. The Audit Committee recommends to the Board of Directors the     
selection of the Company's independent accountants.                             

Management is responsible for the Company's internal controls and the     
financial reporting process. The independent accountants are responsible for    
performing an independent audit of the Company's consolidated financial         
statements in accordance with generally accepted auditing standards and to      
issue a report thereon. The Audit Committee's responsibility is to monitor and  
oversee these processes.                                                        

In this context, the Audit Committee met and held discussions with        
management and the independent accountants. Management represented to the Audit 
Committee that the Company's consolidated financial statements for the fiscal   
year ended September 30, 2001 were prepared in accordance with generally        
accepted accounting principles, and the Audit Committee has reviewed and        
discussed the consolidated financial statements with management and the         
independent accountants. The Audit Committee discussed with the independent     
accountants matters required to be discussed by Statement on Auditing Standards 
No. 61 (Communication with Audit Committees).                                   

The Company's independent accountants also provided to the Audit Committee
the written disclosures required by Independence Standards Board Standard No. 1 
(Independence Discussions with Audit Committees) and the Audit Committee        
discussed with the independent accountants that firm's independence.            

Based on the Audit Committee's discussion with management and the         
independent accountants and the Audit Committee's review of the representations 
of management and the report of the independent accountants to the Audit        
Committee, the Audit Committee recommended to the Board of Directors that the   
Company's audited consolidated financial statements be included in the          
Company's Annual Report on Form 10-KSB for the year ended September 30, 2001    
filed with the Securities and Exchange Commission.                              

                   Audit Committee
                   Arthur L. Fatum
                             A. Theodore Mollegen, Jr.
                     Thurman F. Naylor
                  Gary K. Willis

The aggregate fees billed by Arthur Andersen LLP for professional services
rendered for the audit of the Company's annual financial statements for the     
fiscal year ended September 30, 2001 and for the review of the financial        
statements included in the Company's Forms 10-QSB for the fiscal year ended     
September 30, 2001 were $81,000. There were no fees billed by Arthur Andersen   
LLP for financial information systems design and implementation professional    
services for the fiscal year ended September 30, 2001. The aggregate fees       
billed by Arthur Andersen LLP for services other than those described above for 
the fiscal year ended September 30, 2001 (consisting primarily of income tax    
consulting, planning, and return preparation) were $27,500.                     

The Audit Committee has determined that the provision of the services     
provided by Arthur Andersen LLP as set forth above are compatible with          
maintaining its independence.                                                   

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PRINCIPAL HOLDERS OF VOTING SECURITIES AND  
SECURITY OWNERSHIP OF MANAGEMENT  

 The following information is furnished as of March 29, 2002 with respect to
the beneficial ownership of shares of Common Stock of the Company by the        
directors and executive officers of the Company, all of the directors and       
officers of the Company as a group and all persons known to be the beneficial   
owners of more than five percent of such outstanding stock. Unless otherwise    
indicated, each of the persons named below held sole voting and investment      
power over the shares listed below as of said date.                             

In accordance with the rules of the Securities and Exchange Commission,   
shares which an individual has the right to acquire pursuant to stock options   
which are exercisable within sixty days are considered to be beneficially owned 
and, for purposes of calculating the percentage ownership of stock for an       
individual who holds exercisable stock options, such shares are also considered 
to be outstanding. Reference should be made to the footnotes below for further  
information as to each individual listed.                                       

                                                        [Enlarge/Download Table]

                                                                          Shares       Percent of Outstanding
                       Name and Address (1)                         Beneficially Owned      Common Stock     
                       --------------------                         ------------------ ----------------------
                                                                                                             
Samuel O. Raymond..................................................      165,516(2)             12.0%        
Ronald K. Church 1996 Trust........................................      128,250                 9.3%        
Athena Capital Management, Inc.....................................      123,368                 8.9%        
Seth A. Newberger..................................................       85,450(3)              6.2%        
Cape Cod Bank and Trust Company, N.A., Trustee of the Benthos, Inc.                                          
  Employee Stock Ownership Plan ("ESOP")(4)........................       51,203                 3.7%        
Stephen D. Fantone.................................................       73,334(5)              5.2%        
Ronald L. Marsiglio................................................       29,000(6)              2.1%        
A. Theodore Mollegen, Jr...........................................       25,500(7)              1.8%        
Thurman F. Naylor..................................................       37,500(8)              2.7%        
Gary K. Willis.....................................................       30,000(9)              2.1%        
Arthur L. Fatum....................................................       25,000(10)             1.8%        
Francis E. Dunne, Jr...............................................       27,556(11)             2.0%        
Robert A. Catalano.................................................        3,579(12)             0.3%        
James R. Kearbey...................................................       10,422(13)             0.7%        
Daniel R. Conway...................................................       14,504(14)             1.0%        
John L. Coughlin...................................................        7,396(15)             0.5%        
All directors and officers as a group (10 persons).................      438,332(16)            28.7%        

--------                                                                        
(1) Except as set forth below, the address of each of the individuals set forth 
in the table is c/o Benthos, Inc., 49 Edgerton Drive, North Falmouth,   
 Massachusetts 02556. The address of the Ronald K. Church 1996 Trust is 46
Riddle Hill Road, Falmouth, Massachusetts 02540. The address of Seth A. 
   Newburger is 513 Mandalay Drive East, San Antonio, Texas 78212. The address
of Athena Capital Management, Inc. is 1250 Germantown Pike, Plymouth    
Meeting, Pennsylvania 19462. The address of Cape Cod Bank and Trust     
 Company, N.A. is 495 Station Avenue, South Yarmouth, Massachusetts 02664.
(2) Includes 3,469 shares owned by the Company's ESOP, over which Mr. Raymond   
 has sole voting power. Also includes 37,065 shares owned by Mr. Raymond's
children, as to which shares Mr. Raymond disclaims beneficial ownership.
(3) Includes shares owned by Mr. Newberger, certain family members and a        
   family-owned joint venture, according to an amended Schedule 13G filed with
the Securities and Exchange Commission on February 12, 2002.            
(4) Pursuant to the terms of the plan, plan participants are entitled to direct 
the Trustee as to the manner in which all shares allocated to such      
participants' accounts are to be voted.                                 
(5) Includes 23,334 shares which Dr. Fantone has the right to acquire through   
  the exercise of a stock option for 35,000 shares granted October 29, 1999.

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(6)  Includes 25,000 shares which Mr. Marsiglio has the right to acquire        
  through exercise of a stock option for 100,000 shares granted on May 21,
2001.                                                                 
(7)  Includes 15,000 shares which Mr. Mollegen has the right to acquire through 
exercise of a stock option for 15,000 shares granted on April 3, 1998.
(8)  Includes 15,000 shares which Mr. Naylor has the right to acquire through   
   exercise of a stock option for 15,000 shares granted on January 22, 1999.
(9)  Includes 15,000 shares which Mr. Willis has the right to acquire through   
 the exercise of a stock option for 15,000 shares granted on January 23,
1998.                                                                 
(10) Includes 10,000 shares which Mr. Fatum has the right to acquire through    
the exercise of a stock option for 15,000 shares granted on January 6,
2000.                                                                 
(11) Includes 15,000 shares which Mr. Dunne has the right to acquire through    
    the exercise of a stock option for 15,000 shares granted January 24, 1997,
  3,750 shares which he has the right to acquire through the exercise of a
 stock option for 5,000 shares granted on January 22, 1999, 5,000 shares
  which he has the right to acquire through the exercise of a stock option
 for 10,000 shares granted January 27, 2000, and 806 shares owned by the
Company's ESOP, over which Mr. Dunne has sole voting power.           
(12) Includes 1,704 shares owned by the Company's ESOP, over which Mr. Catalano 
has sole voting power.                                                
(13) Consists of 2,250 shares which Mr. Kearbey has the right to acquire        
 through the exercise of a stock option for 2,250 shares granted October
18, 1996, 7,500 shares which he has the right to acquire through the  
    exercise of a stock option for 10,000 shares granted January 22, 1999, and
 672 shares owned by the Company's ESOP, over which Mr. Kearbey has sole
voting power.                                                         
(14) Includes 7,500 shares which Mr. Conway has the right to acquire through    
    the exercise of a stock option for 15,000 shares granted on April 20, 2000
  and 4 shares owned by the Company's ESOP, over which Mr. Conway has sole
voting power.                                                         
(15) Includes 1,396 shares owned by the Company's ESOP, over which Mr. Coughlin 
has sole voting power.                                                
(16) Includes an aggregate of 144,334 shares which the directors and officers   
have the right to acquire through the exercise of certain options.    

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EXECUTIVE COMPENSATION  

 The following table sets forth the compensation paid by the Company for the
Company's last three fiscal years to the three persons who served as the        
Company's chief executive officer during the Company's fiscal year ended        
September 30, 2001 and the only other executive officers who received an annual 
salary and bonus exceeding $100,000 during that fiscal year.                    

                                                        [Enlarge/Download Table]

                                                  Annual Compensation                         
                                                  -------------------                         
                                                                        Shares                
                                                                      Underlying              
                                           Fiscal                      Options    All Other   
Name and Principal Position                 Year   Salary     Bonus    Granted   Compensation 
---------------------------                ------ --------  --------  ---------- ------------ 
                                                                                              
Ronald L. Marsiglio.......................  2001  $ 83,731  $ 50,000   100,000     $ 10,669(9)
 President and Chief Executive Officer (1)                                                    

John L. Coughlin..........................  2001    76,238        --        --       58,528(7)
 President and Chief Executive Officer (2)  2000   187,000    28,000        --        8,172   
                                            1999   174,919    45,000        --       12,698   

Stephen D. Fantone........................  2001    48,000    25,000        --       77,004(8)
 Chairman of the Board of Directors,        2000        --        --    35,000       76,000(8)
 President and Chief Executive Officer (3)  1999        --        --        --       47,502(8)

Francis E. Dunne, Jr......................  2001   145,000     5,000        --        4,513   
 Vice President, Chief Financial Officer    2000   126,011    25,000    10,000        5,921   
 and Treasurer (4)                          1999   114,800    30,000     5,000       10,325   

Daniel R. Conway,.........................  2001   130,000     5,000        --        2,091   
 Vice President, Sales & Marketing,         2000    67,471    15,000    15,000           --   
 Undersea Systems Division                                                                    

Robert A. Catalano,.......................  2001   101,000        --     2,500        2,917   
 Vice President, Operations (5)             2000    95,825    10,000        --        4,606   
                                            1999    82,000    25,000        --        6,332   

James R. Kearbey,.........................  2001   107,000     5,000        --        3,276   
 Vice President, General Manager,           2000    95,047    15,000        --        4,462   
 Package Inspection Systems Division        1999    91,900    20,000    10,000       52,057(9)

All directors and officers as a group (6).  2001   762,969    90,000   102,500      228,811   
                                            2000   705,932    93,000    75,000      154,211   
                                            1999   643,792   128,000    45,000      172,367   

--------                                                                        
(1) Mr. Marsiglio has served as President and Chief Executive Office since May  
21, 2001.                                                               
(2) Mr. Coughlin served as President and Chief Executive Officer from October   
1, 1999 through January 26, 2001.                                       
(3) Dr. Fantone served as President and Chief Executive Office from January 26, 
2001 to May 21, 2001.                                                   
(4) Mr. Dunne has served as Chief Financial Officer and Treasurer since         
February 1, 1997 and as Vice President since January 27, 2000.          
(5) Mr. Catalano resigned from the Company on November 14, 2001.                
(6) Consisted of ten persons for fiscal 1999, twelve persons for fiscal 2000,   
and twelve persons for fiscal 2001.                                     
(7) Includes a $55,000 severance payment in consideration of the cancellation   
of stock options and continued availability to assist the Company for a 
specified period of time.                                               

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(8) Includes compensation paid to Dr. Fantone for services as Chairman of the   
Board of Directors and director's fees. See "Directors' Compensation"   
herein.                                                                 
(9) Includes moving and relocation expenses.                                    

Stock Option Tables                                                             

The following table sets forth information concerning grants of stock     
options during the Company's fiscal year ended September 30, 2001 to the        
executive officers named in the table above.                                    

                                                        [Enlarge/Download Table]

                                                           Percentage of Total                    
                                                           Options Granted to                     
                                         Number of Shares     Employees in     Exercise Expiration
Name and Principal Position              Underlying Option     Fiscal Year      Price      Date   
---------------------------              ----------------- ------------------- -------- ----------
                                                                                                  
Ronald L. Marsiglio.....................      100,000             88.2%         $5.00    5/21/11  
 President and Chief                                                                              
   Executive Officer                                                                              

John L. Coughlin........................           --               --             --         --  
 President and Chief                                                                              
   Executive Officer                                                                              

Daniel R. Conway........................           --               --             --         --  
 Vice President, Sales & Marketing,                                                               
   Undersea Systems Division                                                                      

Stephen D. Fantone......................           --               --             --         --  
 Chairman of the Board of Directors,                                                              
   President and Chief Executive Officer                                                          

Francis E. Dunne, Jr....................           --               --             --         --  
 Vice President, Chief Financial Officer                                                          
   and Treasurer                                                                                  

Robert A. Catalano......................        2,500              2.2%          5.65     5/8/11  
 Vice President, Operations                                                                       

James R. Kearbey........................           --               --             --         --  
 Vice President, General Manager,                                                                 
   Package Inspection Systems Division                                                            

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  The following table sets forth information concerning each exercise of stock
options during the Company's fiscal year ended September 30, 2001 by the        
executive officers named in the table above and the number and value of shares  
underlying those stock options at that date.                                    

                                                        [Enlarge/Download Table]

                                       Shares                 Number of Unexercised     Value of Unexercised
                                     Acquired on  Value   Securities Underlying Options In-the-Money Options
Name and Principal Position           Exercise   Realized      At Fiscal Year End        At Fiscal Year End 
---------------------------          ----------- -------- ----------------------------- --------------------
                                                                                                            
Ronald L. Marsiglio.................     --         --               100,000(3)                  --         
 President and Chief                                                                                        
   Executive Officer                                                                                        

John L. Coughlin....................     --         --                    --                     --         
 President and Chief                                                                                        
   Executive Officer                                                                                        

Stephen D. Fantone..................     --         --                22,917(2)                  --         
 Chairman of the Board of Directors,                                  23,333(3)                             
   President and Chief Executive                                                                            
   Officer                                                                                                  

Francis E. Dunne, Jr................     --         --                20,000(2)                  --         
 Vice President, Chief Financial                                      10,000(3)                             
   Officer and Treasurer                                                                                    

Daniel R. Conway....................     --         --                 3,750(2)                  --         
 Vice President, Sales & Marketing,                                   11,250(3)                             
   Undersea Systems Division                                                                                

Robert A. Catalano..................     --         --                 2,500(3)                  --         
 Vice President, Operations                                                                                 

James R. Kearbey....................     --         --                 7,250(2)                  --         
 Vice President,                                                       5,000(3)                             
   General Manager, Package                                                                                 
   Inspection Systems Division                                                                              

--------                                                                        
(1)Based upon the difference between the option exercise price and the closing  
price of the Company's Common Stock on the Nasdaq SmallCap Market on      
September 30, 2001.                                                       
(2)Shares underlying options exercisable as of September 30, 2001.              
(3)Shares underlying options not exercisable as of September 30, 2001.          

Directors' Compensation                                                         

Under the compensation policy adopted by the Board of Directors, each     
non-employee director will receive a fee of $6,000 per year plus $1,000 for     
each directors' meeting attended and reimbursement for reasonable travel and    
other expenses when incurred. Each committee chairman will receive an           
additional fee of $2,000 per year, and each committee member will receive a fee 
of $500 for each committee meeting attended. Stephen D. Fantone also receives   
additional compensation of $5,417 per month for his services as Chairman of the 
Board of Directors. Non-employee directors are also eligible to receive stock   
options under the Company's 1998 Non-Employee Directors' Stock Option Plan.     

Employment Contracts                                                            

In 1990, the Company entered into an employment agreement with Samuel O.  
Raymond. Under this agreement, as amended, Mr. Raymond will be employed as the  
Director of Research of the Company at a salary                                 

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of $72,000 per year and will serve as the Chairman Emeritus of the Board of     
Directors for as long as he is elected to that position. This agreement         
commenced on August 1, 1990 and will expire on July 31, 2005. After the         
expiration of the initial term, the agreement will automatically be renewed     
annually as of August 1, 2005 and each August 1 thereafter. The agreement also  
provides that if a change in control of the Company should occur during the     
first, second or last five years of the initial term of the agreement, Mr.      
Raymond is entitled to receive $427,974, $335,504, or $199,636, respectively,   
from the Company. The Company has also agreed to pay the premiums on a          
$1,500,000 life insurance policy on Mr. Raymond's life under a split dollar     
plan.                                                                           

The Company entered into an employment agreement with Ronald L. Marsiglio,
dated May 21, 2001, pursuant to which Mr. Marsiglio agrees to serve as          
President and Chief Executive Officer of the Company for an initial term ending 
on September 20, 2003. Thereafter, said term will be automatically extended for 
consecutive two year terms unless either the Company or Mr. Marsiglio provides  
the other with six months written notice prior to the expiration of the initial 
or any extended term. The agreement provides for a base salary, commencing June 
1, 2001, of $250,000 per year, subject to increase by the Board of Directors.   
Mr. Marsiglio earned a $50,000 incentive bonus for fiscal year 2001 in          
accordance with the agreement. During fiscal year 2002, Mr. Marsiglio will be   
eligible to earn an incentive bonus of up to 100% of his base salary for        
extraordinary and exceptional performance. This potential bonus will be based   
on the achievement of various thresholds with respect to revenue, operating     
income, earnings per share, etc., as negotiated with the Board of Directors.    
The Board of Directors will review Mr. Marsiglio's base salary and incentive    
compensation annually prior to the start of fiscal year 2003 and each fiscal    
year thereafter. In the event that the Company terminates his employment other  
than for cause, disability or death, Mr. Marsiglio will be entitled to receive  
severance pay equal to a percentage of his annual base pay, commencing at 50%   
and increasing incrementally to 100% by May 31, 2003. In addition, pursuant to  
the agreement, Mr. Marsiglio was granted an option to purchase up to 100,000    
shares of the Company's Common Stock at an exercise price of $5.00 per share,   
vesting over a four year period.                                                

 The Company entered into an employment agreement with Francis E. Dunne, Jr.
effective as of October 1, 1999, pursuant to which Mr. Dunne agrees to serve as 
Vice President, Chief Financial Officer and Treasurer of the Company for an     
initial two year period. Thereafter, said term will be automatically extended   
for consecutive two year periods unless either the Company or Mr. Dunne         
provides the other with six months notice prior to the expiration of the        
initial or any extended term. The agreement has been extended through October   
1, 2003 at a base salary of $155,000 per year, subject to increase from time to 
time by the Board of Directors. Mr. Dunne is also eligible to participate in    
any discretionary incentive compensation bonus plan which is generally made     
available to the executives of the Company. In the event the Company terminates 
his employment other than for cause, disability or death, Mr. Dunne will be     
entitled to severance benefits equal to one year's base salary.                 

CERTAIN TRANSACTIONS  

On July 29, 1997, the Company entered into a License Agreement with a     
corporation wholly-owned by Dr. Stephen D. Fantone, Chairman of the Board of    
Directors of the Company, with respect to the concept of utilizing optical      
technology, for which Dr. Fantone's corporation possesses technical expertise,  
for application to certain products currently under development by the Company. 
Pursuant to the agreement, the Company has paid the development costs to Dr.    
Fantone's corporation. During the fiscal year ended September 30, 2001, the     
Company paid Dr. Fantone's corporation approximately $20,000 as the minimum     
annual royalty under this contract. The proprietary rights to the technology    
will be owned by Dr. Fantone's corporation, which has granted an exclusive      
license to the Company for the use of the technology in certain specified       
fields of use upon the terms and conditions set forth in the agreement. The     
Company's policy with respect to business relationships with officers,          
directors, or affiliates is that any such relationships must be fully disclosed 
to the Board of Directors and must be upon terms not less favorable to the      
Company than those available from third parties dealing at arm's length.        

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ELECTION OF DIRECTORS 

  The Board of Directors of the Company is classified into three classes, each
of which consists of two or three directors. One class of directors is elected  
each year for a term of three years. The terms of the Class III directors,      
Samuel O. Raymond, Thurman F. Naylor and Arthur L. Fatum, expire at the 2002    
stockholders meeting. Mr. Naylor has informed the Company that he does not wish 
to stand for reelection as a director. The Board of Directors has nominated     
Messrs. Raymond and Fatum to continue to serve as Class III directors for a     
term expiring at the 2005 annual meeting.                                       

  Unless otherwise specified therein, shares represented by the enclosed proxy
will be voted at the stockholders meeting to elect Messrs. Raymond and Fatum as 
Class III directors for a three-year term until the 2005 annual meeting of      
stockholders and until their successors shall be duly elected. In the event     
that either Mr. Raymond or Mr. Fatum is unable to stand for election (which     
event is not now contemplated), the holders of the enclosed proxy will vote for 
the election of a nominee or nominees acceptable to the remaining members of    
the Company's Board of Directors.                                               

 The Board of Directors recommends that stockholders vote "FOR" the proposal
to elect Messrs. Raymond and Fatum as directors.                                

APPROVAL OF AUDITORS  

 The Board of Directors, upon the recommendation of the Audit Committee, has
appointed Arthur Andersen LLP as independent public accountants to examine the  
financial statements of the Company and its subsidiaries for the fiscal year    
ending September 30, 2002. In taking this action, the members of the Board of   
Directors and the Audit Committee carefully considered Arthur Andersen LLP's    
performance for the Company in that capacity since it was originally retained   
in 1984, its independence with respect to the services to be performed and its  
capabilities in the fields of accounting and auditing. Representatives of       
Arthur Andersen LLP will be present at the stockholders meeting, will have an   
opportunity to make a statement if they desire to do so, and are expected to be 
available to answer appropriate questions from stockholders.                    

The Board of Directors, after consideration of the recommendation of the  
Audit Committee, may in its discretion change the appointment of auditors at    
any time if it determines that such change would be in the best interest of the 
Company and its stockholders.                                                   

 The Board of Directors recommends that stockholders vote "FOR" the proposal
to approve the appointment of Arthur Andersen LLP as independent public         
accountants.                                                                    

OTHER MATTERS COMING BEFORE THE MEETING 

As of the date of this Proxy Statement, management does not know of any   
matters to be presented to the meeting other than the matters set forth in the  
attached Notice of Special Meeting in Lieu of the Annual Meeting of             
Stockholders. If any other matters properly come before the meeting, the        
persons named in the enclosed proxy will vote thereon according to their best   
judgment.                                                                       

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT  

 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than    
10% of a registered class of the Company's equity securities, to file reports   
of ownership and changes of ownership with the Securities and Exchange          
Commission. Copies of those reports are to be furnished to the Company.         

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Based solely upon a review of Forms 3, 4 and 5 and amendments thereto     
furnished to the Company under Rule 16a-3(d) during the fiscal year ended       
September 30, 2001, no director, officer, or beneficial owner of more than 10%  
of the Company's equity securities failed to file on a timely basis, any        
reports required by Section 16(a) of the Securities Exchange Act of 1934.       

STOCKHOLDER PROPOSALS 

Under the By-laws of the Company, written notice to the Clerk stating the 
business to be brought by stockholders before an annual meeting of stockholders 
or a special meeting in lieu of the annual meeting shall be given sixty days    
prior to the anniversary date of the immediately preceding annual meeting and   
within ten days of the written notice of any special meeting of stockholders    
not in lieu of the annual meeting. Similar written notice to the Clerk stating  
stockholder nominations for the election of directors, other than those         
recommended by the Board of Directors, shall be given sixty days prior to the   
anniversary date of the immediately preceding annual meeting of stockholders    
and within ten days of the written notice of any special meeting of             
stockholders to elect directors. Proposals which stockholders intend to present 
at the 2003 annual meeting must be received by the Company for inclusion in the 
Company's proxy statement and form of proxy relating to that meeting no later   
than January 2, 2003.                                                           

OTHER MATTERS 

THE COMPANY FILES AN ANNUAL REPORT WITH THE SECURITIES AND EXCHANGE       
COMMISSION ON FORM 10-KSB WHICH INCLUDES ADDITIONAL INFORMATION ABOUT THE       
COMPANY. A COPY OF THE FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS, MAY BE  
OBTAINED WITHOUT CHARGE, AND COPIES OF THE EXHIBITS WHICH ARE LISTED THEREIN    
WILL BE FURNISHED UPON PAYMENT OF THE COMPANY'S COSTS OF REPRODUCTION AND       
MAILING OF SUCH EXHIBITS. ALL SUCH REQUESTS SHOULD BE DIRECTED TO FRANCIS E.    
DUNNE, JR., CHIEF FINANCIAL OFFICER, 49 EDGERTON DRIVE, NORTH FALMOUTH,         
MASSACHUSETTS 02556 (TEL: 508-563-1000).                                        

                                      By Order of the Board of Directors
                        John T. Lynch, Clerk

North Falmouth, Massachusetts                                                   
April 3, 2002                                                                   

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--------------------------------------------------------------------------------

BENTHOS, INC. 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

Special Meeting in Lieu of the Annual Meeting of Stockholders 
to be held on May 3, 2002 

     The undersigned holder of Common Stock of BENTHOS, INC. (the "Corporation")
acknowledges receipt of the Notice of Special Meeting in Lieu of Annual Meeting 
of Stockholders dated April 3, 2002 and the accompanying Proxy Statement and    
hereby appoints Ronald L. Marsiglio, Francis E. Dunne, Jr. and John T. Lynch and
each of them, proxies, agents and attorneys-in-fact of the undersigned (with    
full power of substitution) to attend the above stockholders meeting and all    
adjournments thereof (the "Meeting") and there to vote all shares of Common     
Stock of the Corporation that the undersigned would be entitled to vote, if     
personally present, in regard to all matters which may come before the Meeting, 
ratifying and confirming all that said proxies or their substitutes may lawfully
do in place of the undersigned as indicated on the reverse hereof.              

IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE 

--------------------------------------------------------------------------------

Please Detach and Mail in the Envelope Provided 

--------------------------------------------------------------------------------

A [X] Please mark your                                                          
vote as in this                                                     
example.                                                            

          WITHHOLD
           AUTHORITY
FOR ALL        TO VOTE FOR    
NOMINEES       ALL NOMINEES   
1. To elect as                                                                  
Class III               [_]              [_]        Nominees:             
directors of the                                      Samuel O. Raymond   
Company.                                              Arthur L. Fatum     

INSTRUCTIONS: To withhold authority to vote for                                 
election of one of the two nominees listed at right,                            
---                                                     
mark FOR above and cross out the name of the                                    
person as to whom authority is withheld.                                        

                                       FOR    AGAINST    ABSTAIN
2. To approve Arthur Andersen LLP as                                            
independent public accountants of the       [_]      [_]        [_]       
Company for the 2002 fiscal year.                                         

The undersigned hereby confers upon the Proxies and each of them,         
discretionary authority with respect to other matters properly presented for    
consideration at the Meeting.                                                   

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER SPECIFIED HEREIN. 
IF NO SPECIFICATION IS MADE, THE PROXIES INTEND TO VOTE FOR THE ELECTION OF THE 
LISTED NOMINEES AND FOR PROPOSAL 2 IDENTIFIED ABOVE.                            

Signature ____________________ Signature ___________________ Dated: ______, 2002
                     IF HELD JOINTLY

Note: For shares held jointly, each joint owner should personally sign. If      
signing as executor, or in any other representative capacity, or as an officer  
of a corporation, please indicate your full title as such.                      

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFS14A’ Filing	Date	First	Last	Other Filings

	8/1/05	13
	7/31/05	13
	10/1/03	13
	9/20/03	13
	5/31/03	13
	1/2/03	15
	9/30/02	14		10KSB
	5/3/02	2	16
Filed on:	4/4/02
	4/3/02	2	16
	3/29/02	2	8
For Period End:	3/5/02
	2/12/02	8		SC 13G/A
	11/14/01	10
	9/30/01	6	15	10KSB40
	6/18/01	6
	6/1/01	13
	5/21/01	4	13
	4/4/01	7
	1/26/01	5	10	10KSB/A
	12/1/00	6
	4/20/00	9
	1/27/00	9	10
	1/6/00	5	9
	10/29/99	8
	10/1/99	10	13
	1/22/99	9
	4/3/98	9		DEFS14A, PRES14A
	1/23/98	9
	7/29/97	13
	2/1/97	10
	1/24/97	9
	10/18/96	9
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Filing Submission 0000927016-02-001907 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Benthos Inc – ‘DEFS14A’ for 3/5/02

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Definitive Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents