This Proxy Statement is dated [•], 2014 and is first being mailed to stockholders, along with the enclosed GOLD proxy card, on or about [•], 2014.

VCM and its affiliates (including VOP) are value-oriented, operations-focused private and public equity investors specializing in the defense, manufacturing and consumer sectors with a 15-year track record of consistently successful returns.

Vintage is the Company’s largest stockholder and the beneficial owner of an aggregate of 710,960 shares of Common Stock, representing approximately [•]% of the outstanding Common Stock.

Vintage began investing in the Company in May 2013 because it believed that the Common Stock was undervalued. On February 13, 2014, VCM filed a statement on Schedule 13D with the Securities and Exchange Commission (the “SEC”) disclosing its beneficial ownership of an aggregate of 564,828 shares of Common Stock, or approximately 5.6% of the outstanding Common Stock.

On April 22, 2014, W. Barry Gilbert, the Company’s Chairman and Chief Executive Officer, met with a representative of VCM to discuss the Company.

On July 31, 2014, the Company announced the adoption of a stockholder rights plan (commonly known as a “poison pill”) that would be triggered upon the acquisition by any person or group of persons of 4.99% or more of the Common Stock, or if any person or group of persons that then owned 4.99% or more of the Common Stock acquires any additional shares of Common Stock. At the time of the adoption of the poison pill, based on publicly available information, Vintage was one of only two stockholders with ownership of more than 4.99% of the Common Stock, and Vintage believes that the poison pill was adopted primarily to prevent Vintage from increasing its ownership of Common Stock.

On August 14, 2014, VCM sent a letter to the Board that, among other things, expressed its disappointment with the Board’s decision to adopt a poison pill. VCM also filed an amendment to its Schedule 13D to disclose its beneficial ownership of an aggregate of 710,960 shares of Common Stock, representing approximately 7.1% of the outstanding Common Stock.

In early October 2014, representatives of VCM held several discussions with Mr. Gilbert about VCM’s concerns with the Company and its continued underperformance. At one point during these discussions, Mr. Gilbert proposed that the Company and VCM enter into a confidentiality agreement to allow the Company to share non-public information regarding the Company with VCM so that VCM could better understand the Board’s perspectives on the Company’s valuation. After negotiating the terms of this confidentiality agreement, Mr. Gilbert changed his mind and withdrew his offer to enter into the confidentiality agreement. Mr. Gilbert’s explanation for his change of heart was that it would be inappropriate for the Company to enter into a confidentiality agreement with a major stockholder.

On October 27, 2014, VOP delivered to the Company a formal notice of its nomination of the Nominees, as required by the Company’s bylaws. VCM also filed an amendment to its Schedule 13D to disclose the submission of the nomination notice.

On October 31, 2014, the Company confirmed the receipt of the nomination notice. The Company stated that it would “consider ... [the Nominees] in connection with its regular review of potential nominees for the” Board and indicated that it might ask the Nominees to meet with one or more members of the Company’s Nominating and Governance Committee as part of this “consideration” process.

On November 7, 2014, VCM sent a letter to Mr. Gilbert that, among other things, expressed VCM’s belief that the Company’s interview process would not be productive and detailed several reasons why, in VCM’s view, the Board is not focused on or capable of increasing stockholder value. VCM also filed an amendment to its Schedule 13D to disclose the letter.

On November 26, 2014, VOP filed this Proxy Statement.

Vintage believes the challenges facing the Company call for directors with new ideas and open minds who are prepared to take bold action. To that end, Vintage has nominated seven highly experienced and respected individuals who it believes would, consistent with the best interests of the Company, advocate for

a thorough exploration of all pathways to deliver value to stockholders. Vintage would expect these pathways to include, but not be limited to, operational improvements, capital allocation and strategic transactions, including the possible sale of the Company. Vintage believes that the Nominees have exceptional qualifications and will bring fresh, independent perspectives and insights to this essential review process.

Vintage and the Nominees have no preconceived ideas about the best ways to improve the Company, and the Nominees, consistent with their fiduciary duties, will seek to find the best solutions to the problems facing the Company. Vintage believes that the Company’s ongoing challenges primarily related to four factors:

Vintage believes that the Nominees will take a fresh look at these and other challenges facing the Company with an eye toward improving stockholder value.

Vintage urges stockholders to vote “FOR” the Nominees.

The Company has disclosed that seven directors are standing for election at the Annual Meeting. Accordingly, at the Annual Meeting, the seven nominees who receive the greatest number of “FOR” votes (among votes properly cast in person or by proxy) will be elected as directors for terms expiring at the 2016 Annual Meeting and until their respective successors have been duly elected and qualified. Vintage is seeking your support at the Annual Meeting to elect the Nominees, Keith M. Butler, Charles P. Hadeed, Lynn J. Hartrick, Andrew M. Laurence, Jeremy R. Nowak, Jeffrey T. Schlarbaum and Eric Singer.

The Nominees have furnished the following information regarding their principal occupations and certain other matters. The ages of the nominees are given as of November 1, 2014. Each of the nominees is a citizen of the United States of America.

Keith M. Butler, age 56, has been the Chief Operating Officer of RxSafe LLC, a pharmacy automation equipment company, since April 2014. From October 2013 to April 2014, Mr. Butler pursued personal interests. From September 2010 to October 2013, Mr. Butler was Executive Vice President of Operations for OnCore Manufacturing Services, LLC, an electronic contract manufacturer (“OnCore”). From August 2007 to September 2010, Mr. Butler was Executive Vice President and General Manager of the San Diego division of OnCore. In 1979, Mr. Butler founded Verified Technical Corporation, a manufacturer of high quality through hole and surface mount technology assemblies (“Veritek”), and served as its President until 1997, when he sold Veritek to REMEC, Inc. (“REMEC”). From 1997 to July 2005, Mr. Butler served as the President of REMEC’S Global Electronic Manufacturing Services (“EMS”) division and in 2005, Mr. Butler purchased the San Diego based EMS division from REMEC and renamed it Veritek Manufacturing Services (“Veritek Manufacturing”), a company designed to provide turnkey manufacturing solutions to customers in the western United States. Shortly thereafter, Mr. Butler acquired two additional manufacturing sites and merged Veritek Manufacturing with Nu Visions Manufacturing, LLC to form OnCore. Mr. Butler served as the President of Veritek Manufacturing from July 2005 to December 2007.

Vintage believes that Mr. Butler will bring to the Board extensive operational experience in the contract manufacturing sector. Mr. Butler’s past and present service as a founder and executive of several contract manufacturing companies provides him with significant experience and insight into the Company’s operations.

Mr. Butler serves as a member of VCM’s Strategic Advisory Board. He also provided term consulting services to API Technologies Corp. (“API”), an affiliate of VCM, on a short-term basis for a discrete project.

Charles P. Hadeed, age 64, is the Chairman of the Board of Transcat, Inc., a provider of accredited calibration and compliance services and distributor of professional grade handheld test, measurement and control instrumentation (“Transcat”). Mr. Hadeed served as Transcat’s Executive Chairman from July 2013 until June 2014, as its Chief Executive Officer from April 2007 to July 2013 and as its President from May 2006 to September 2012. Mr. Hadeed also served as Transcat’s Chief Operating Officer from October 2004 to November 2011. Mr. Hadeed joined Transcat in April 2002 as Vice President of Finance and Chief Financial Officer, a role he served in until May 2006. Prior to Transcat, Mr. Hadeed most recently served as Vice President-Healthcare Ventures Group with Henry Schein Inc. Prior to that, he served as Group Vice President-Operations at Del Laboratories Inc., and in various executive positions during a 20-year career at Bausch & Lomb Incorporated. Mr. Hadeed also served on the Board of Directors of Rochester Rehabilitation Center, Inc., Rehabilitation Enterprises, Inc., Rehabilitation Philanthropies, Inc. and Center Information Services, Inc. until March 2014. Mr. Hadeed is a Certified Public Accountant and holds a B.S. in accounting from Syracuse University.

Vintage believes that Mr. Hadeed’s extensive general management and financial experience will be valuable addition to the Board.

Lynn J. Hartrick, age 67, has been the President and Owner of Business Leadership Professionals, LLC, an executive coaching and business advisory firm, since April 2010. From January 2006 to April 2010, Mr. Hartrick was the sole proprietor of Coyote Consulting, LLC, which provided contracted interim chief executive officer services. Before that, Mr. Hartrick served in multiple senior roles at a public company, including operations, personnel, construction, engineering, customer service and commercial operations. Mr. Hartrick holds a B.A. from Mount Union College and an M.B.A from the University of Rochester.

Vintage believes that Mr. Hartrick’s executive and leadership experience will make him a valuable addition to the Board.

Andrew M. Laurence, age 40, is a partner at VCM. Mr. Laurence joined VCM in January 2010 and is responsible for all aspects of VCM’s transaction sourcing, due diligence and execution. Mr. Laurence has served as Corporate Secretary of API since January 2011 and served as API’s Vice President of Finance and Chief Accounting Officer from January 2011 to June 2011. From 2008 to January 2010, Mr. Laurence was a Partner at Coral Reef Capital Partners, a merchant banking firm making control and structured equity investments and providing strategic mergers and acquisition and capital raising advisory services. Before that, Mr. Laurence was the Managing Partner of Causeway Partners. Previously, Mr. Laurence spent seven years at Triumph Capital and its successor, Washington & Congress Managers. Mr. Laurence began his career at Bowles Hollowell Conner & Co., a boutique mergers and acquisitions advisory firm purchased by First Union Corp. Mr. Laurence serves on the Board of Directors of Energes, LLC, an oilfield services company. Mr. Laurence holds a B.A. in economics from Harvard University.

Vintage believes that Mr. Laurence’s experience investing in, growing and improving companies will make him a valuable addition to the Board.

Jeremy R. Nowak, age 39, is a partner at VCM, and is currently responsible for VCM’s business development, transactional due diligence and trading execution. Mr. Nowak joined KCM, a predecessor to VCM, in September 2006 and joined VCM in July 2010. Prior to joining VCM, Mr. Nowak worked at B. Riley and Company, a small cap and research based brokerage firm, where he served as Director of Institutional Sales and spearheaded the establishment of the firm’s New York office. Mr. Nowak began his career with Tarpon Scurry Investments, a boutique investment bank, in March 1997. Mr. Nowak holds a B.A. in business administration from the University of Florida. Mr. Nowak holds a Series 63, Series 7, Series 4 and Series 24 license.

Vintage believes that Mr. Nowak’s financial and investment experience will make him a valuable addition to the Board.

Jeffrey T. Schlarbaum, age 48, is a private investor. From June 2013 to June 2014, Mr. Schlarbaum served as Chief Operations Officer for LaserMax, Inc., a manufacturer of laser gun sights for law

enforcement and the shooting sports community. From February 2013 to June 2013, Mr. Schlarbaum pursued personal interests. From October 2010 to February 2013, Mr. Schlarbaum served as the Company’s President. Prior to that, Mr. Schlarbaum served as the Company’s Executive Vice President and President of Contract Manufacturing from October 2008 to October 2010, Executive Vice President from November 2006 to October 2008, and Vice President, Sales & Marketing from May 2004 to November 2006. Prior to this, Mr. Schlarbaum served in senior management roles with various contract manufacturing companies. Mr. Schlarbaum holds a B.B.A. from National University and an M.B.A from Pepperdine University.

Vintage believes that Mr. Schlarbaum’s experience as a senior executive of the Company provides him with extensive knowledge of the operating history of the Company, as well as general management and operational experience. Mr. Schlarbaum will bring valuable industry perspective to the Board.

On February 25, 2013, Mr. Schlarbaum and the Company entered into a Supplemental Salary Continuation and Non-Competition Agreement and Release of Claims (the “Supplemental Agreement”), which modified Mr. Schlarbaum’s pre-existing obligations under his Salary Continuation and Non-Competition Agreement with the Company, effective as of October 1, 2010 (the “Prior Agreement”). As part of the Prior Agreement and the Supplemental Agreement, Mr. Schlarbaum became entitled to receive (a) one year’s salary; (b) specified health insurance coverage for up to 18 months subject to his not having obtained alternative employment with health insurance coverage; and (c) modifications to the vesting conditions for 5,000 shares of unvested restricted stock awarded to him on November 6, 2009, to permit vesting, contingent upon compliance with the terms of the Supplemental Agreement.

Eric Singer, age 40, is the Chairman of Vertex Capital Advisors, LLC, which he founded in May 2014. From March 2012 to May 2014, Mr. Singer served as a co-managing member of Potomac Capital Management III, L.L.C., the general partner of Potomac Capital Partners III, L.P., and Potomac Capital Management II, L.L.C., the general partner of Potomac Capital Partners II, L.P. Previously, Mr. Singer served as an advisor to Potomac Capital Management, L.L.C. and its related entities since May 2009. From July 2007 to April 2009, Mr. Singer was a senior investment analyst at Riley Investment Management. He managed private portfolios for Alpine Resources, LLC from January 2003 to July 2007. Mr. Signer has been a director of Meru Networks, Inc., a Wi-Fi network solutions company, since January 2014. Mr. Singer served as a director of PLX Technology, Inc., a semiconductor company, from December 2013 until its sale to Avago Technologies Limited in August 2014. Mr. Singer served as Chairman of the Board of Sigma Designs, Inc., a semiconductor company, from January 2013 until December 2013, and was a director from August 2012 until December 2013. From August 2008 until its sale in February 2010, Mr. Singer served as a director of Zilog Corporation, a semiconductor company. Mr. Singer holds a B.A. from Brandeis University.

Vintage believes that Mr. Singer brings to the Board significant experience as a director at public companies, as well as significant financial analysis and investment experience.

If all of the Nominees are not elected, it is possible that the Nominees will not constitute a majority of the Board. In that instance, the Nominees will not alone be able to cause the Company to take any action. However, the Nominees expect to be able to actively engage other Board members in full discussion of the issues facing the Company and resolve them together. By utilizing their respective experiences and working constructively with the other Board members, the Nominees believe that they can effect positive change at the Company.

There can be no assurance that if any of the Nominees are elected any other members of the Board who are not the Nominees will serve with such Nominees.

Except as set forth in this Proxy Statement, Vintage believes that each Nominee is independent within the meaning of the rules of NYSE MKT and is not currently affiliated with the Company or any of its subsidiaries. Consequently, Vintage believes that if the Nominees are elected, a majority of the directors will

be independent within the meaning of the rules of NYSE MKT and there will be a sufficient number of independent directors to serve on the Board’s Audit Committee, Compensation Committee and Nominating and Governance Committee. If the Nominees are elected, the composition of the Board’s committees will be determined by the Board.

Each of the Nominees has consented to being named as a nominee in this Proxy Statement and to serve as a director of the Company if elected. Vintage does not expect that any of the Nominees will be unable to stand for election to the Board or to serve as a director if elected. In the event that a vacancy in Vintage’s slate of nominees should occur unexpectedly (including because any Nominee is unable to serve or for good cause will not serve), VOP may appoint a substitute candidate that it selects and the shares of Common Stock represented by the enclosed GOLD proxy card will be voted for such substitute nominee. If VOP appoints a substitute nominee, it will make a filing with the SEC that (i) identifies any such substitute nominee; (ii) discloses that such substitute nominee has consented to being named in this Proxy Statement, as supplemented, and to serve as a director of the Company if elected; and (iii) includes the information with respect to such substitute nominee required to be disclosed under the SEC’s proxy rules. In the event that the Company refuses to permit a substitute nominee as contemplated by this paragraph by reason of the Company’s bylaws or otherwise, Vintage reserves the right to challenge such bylaws or the application of such bylaws to such substitute nominee or take other action in an appropriate legal proceeding.

VOP reserves the right to nominate additional nominees if the Company (i) purports to increase the number of directorships; or (ii) makes or announces any changes to the Company’s bylaws or takes or announces any other action that that purports to have, or if consummated would purport to have, the effect of disqualifying any of the Nominees. To the extent that the Company proposes to put up for election more than seven nominees at the Annual Meeting, VOP reserves the right to nominate an equal number of additional persons, which VOP believes would be an available remedy under Delaware law in response to any attempt by the Company to interfere with the voting rights of the Company’s stockholders. Additional nominations made pursuant to the foregoing are without prejudice to the position of VOP that any attempt to change the size of the Board or disqualify any of the Nominees or any substitute or additional alternate nominees through amendments to the Company’s bylaws or otherwise would constitute unlawful manipulation of the Company’s corporate machinery. If VOP appoints an additional nominee, it will make a filing with the SEC that (i) identifies any such additional nominee; (ii) discloses that such additional nominee has consented to being named in this Proxy Statement, as supplemented, and to serve as a director of the Company if elected; and (iii) includes the information with respect to such additional nominee required to be disclosed under the SEC’s proxy rules. VOP reserves the right to challenge any action by the Company that has, or if consummated would have, the effect of disqualifying any Nominee or substitute or additional nominee.

To the extent only seven directorships are up for election at the Annual Meeting, VOP will use proxies solicited only to vote for the Nominees (or any substitute nominee, as described above). If VOP substitutes a nominee or proposes an additional nominee, VOP will make the filings with the SEC described above. Only then will the shares of Common Stock represented by the enclosed GOLD proxy card be voted for any substitute nominee or additional nominee.

If elected, the Nominees, together with the other directors of the Company, will be responsible for managing the business and affairs of the Company. Each director of the Company has an obligation to comply with his or her fiduciary duties under Delaware law. It is possible that circumstances may arise in which the interests of Vintage, on the one hand, and the interests of other stockholders of the Company, on the other hand, may differ. In that case, Vintage expects the Nominees to fully discharge their fiduciary obligations to the Company and its stockholders under Delaware law.

The Nominees will not receive any compensation from Vintage for their services as directors of the Company if elected. Each of the Nominees, if elected, will be entitled to receive from the Company compensation paid by the Company to its non-employee directors. The compensation currently paid by the Company to its non-employee directors is described in the Company’s preliminary proxy statement filed with the SEC on November 25, 2014 (the “Company Proxy Statement”).

As discussed in further detail in the Company’s proxy statement, the Audit Committee of the Board has appointed Crowe Horwath LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending September 30, 2015. The Company is submitting the appointment of Crowe Horwath LLP for ratification by the stockholders at the Annual Meeting.

Additional information regarding this proposal is contained in the Company Proxy Statement.

Vintage is not making any recommendation on this proposal. Vintage intends to vote its shares of Common Stock “FOR” this proposal.

As discussed in further detail in the Company Proxy Statement, and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company has proposed a non-binding resolution to approve the compensation of the Company’s named executive officers as described in the Company Proxy Statement. This is often referred to as a “say-on-pay” vote, and provides stockholders with the ability to cast a vote with respect to the Company’s 2014 executive compensation programs and policies and the compensation paid to the named executive officers as disclosed in the Company Proxy Statement. This advisory vote on executive compensation is not binding on the Board.

Additional information regarding this proposal is contained in the Company Proxy Statement.

Vintage is not making any recommendation on this proposal. Vintage intends to vote its shares of Common Stock “AGAINST” this proposal.

Based on information publicly disclosed by the Company, the shares of Common Stock constitute the only class of outstanding voting securities of the Company. Accordingly, only holders of shares of Common Stock as of the close of business on the Record Date are entitled to vote at the Annual Meeting. Each share of Common Stock entitles its holder to one vote. There are no cumulative voting rights. The Company has disclosed that [•] shares of Common Stock were outstanding and entitled to vote as of the close of business on the Record Date. If you are a stockholder of record as of the Record Date, you will retain your right to vote at the Annual Meeting even if you sell your shares of Common Stock after the Record Date.

The presence, in person or by proxy, of holders of a majority of the capital stock issued and outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum. Your shares of Common Stock will be counted toward the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, brokerage firm, dealer, trust company or other nominee) or if you vote in person by ballot at the Annual Meeting. Abstentions, broker non-votes and votes withheld will be counted toward the quorum requirement. If a quorum is not present or represented at the Annual Meeting, a majority of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Directors of the Company are elected by a plurality of all the votes cast at the Annual Meeting, assuming a quorum is present. For this purpose, “plurality” means that the individuals receiving the greatest number of votes are elected as directors, up to the maximum number of directors to be elected. The

Company has disclosed that seven directors are standing for election at the Annual Meeting. Accordingly, at the Annual Meeting, the seven nominees who receive the greatest number of “FOR” votes (among votes properly cast in person or by proxy) will be elected as directors for terms expiring at the 2016 Annual Meeting and until their successors have been duly elected and qualified. A signed proxy that withholds authority with respect to the election of any or all nominees will be counted for purposes of determining whether there is a quorum, but, with respect to any specific nominee, will not be considered to have been voted for such nominee. Broker non-votes, if any, are not considered votes cast and will result in the applicable nominee(s) receiving fewer “FOR” votes for purposes of determining the seven nominees receiving the most votes.

With respect to any other proposal that properly comes before the Annual Meeting, assuming a quorum is present, such proposal will be approved if the holders of a majority of the stock represented and entitled to vote at the Annual Meeting vote “FOR” the proposal. Abstentions have the same effect as a vote “AGAINST” a proposal. Broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote.

Pursuant to applicable SEC rules, the Company is required to announce the preliminary or final voting results within four business days of the Annual Meeting by means of a Current Report on Form 8-K filed with the SEC.

Please authorize a proxy to vote by telephone, over the Internet or by signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided TODAY.

If you hold your shares of Common Stock in more than one account, you will receive a GOLD proxy card for each account. To ensure that all of your shares of Common Stock are voted, please sign, date and return the GOLD proxy card for each account.

The enclosed GOLD proxy card may be signed only by holders of record of shares of Common Stock on the Record Date. If you were a stockholder of record as of the close of business on the Record Date, you will retain your voting rights at the Annual Meeting even if you sell some or all of your shares of Common Stock after the Record Date. Accordingly, it is important that you vote all of the shares of Common Stock held by you on the Record Date, or grant a proxy to vote your shares of Common Stock on the enclosed GOLD proxy card, even if you sell some or all of your shares of Common Stock after the Record Date.

If you are a beneficial owner of shares of Common Stock held in “street name” in the name of a bank, brokerage firm, dealer, trust company or other nominee, these proxy materials are being forwarded to you by your bank, brokerage firm, dealer, trust company or other nominee. As a beneficial owner, you must instruct your broker, trustee or nominee how to vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions.

If you are a beneficial owner of shares of Common Stock held in “street name” and do not provide voting instructions to your bank, brokerage firm, dealer, trust company or other nominee, your shares of Common Stock will not be voted on any proposal on which your bank, brokerage firm, dealer, trust company or other nominee does not have or does not exercise discretionary authority to vote, such as a

non-routine matter for which you do not provide voting instructions. This is referred to as a “broker non-vote.” Vintage believes that due to the contested nature of the election at the Annual Meeting, all of the matters to be voted on at the Annual Meeting are considered non-routine. Accordingly, banks, brokerage firms, dealers, trust companies and other nominees will be unable to exercise discretionary voting authority with respect to any of the proposals to be voted on at the Annual Meeting.

Depending upon your bank, brokerage firm, dealer, trust company or other nominee, you may be able to vote either by toll-free telephone or via the Internet. Please refer to the enclosed GOLD voting instruction form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed GOLD voting instruction form.

Because a beneficial owner is not the stockholder of record, if you wish to vote your shares of Common Stock in person by ballot at the Annual Meeting, you must obtain a “legal proxy” from the bank, brokerage firm, dealer, trust company or other nominee that holds your shares of Common Stock.

You are entitled to attend the Annual Meeting if you are a stockholder of record as of the close of business on the Record Date.

If you are a beneficial owner of shares of Common Stock held in “street name” in the name of a bank, brokerage firm, dealer, trust company or other nominee, your name will not appear in the Company’s register of stockholders. Those shares of Common Stock are held in the name of your bank, brokerage firm, dealer, trust company or other nominee on your behalf. In order for you to attend the Annual Meeting, you must bring a letter or account statement showing that you beneficially own the shares of Common Stock held by your bank, brokerage firm, dealer, trust company or other nominee. To ensure that your shares of Common Stock are voted at the Annual Meeting, you should promptly give instructions to your bank, brokerage firm, dealer, trust company or other nominee to ensure that a GOLD proxy card is submitted on your behalf.

Please refer to the Company Proxy Statement for additional information about attending the Annual Meeting, including any requirements to gain admission to the Annual Meeting.

If you are a record owner of shares of Common Stock as of the close of business on the Record Date and have mailed a proxy card to the Company, you may revoke that card before it is voted at the Annual Meeting by mailing a signed GOLD proxy card bearing a date later than the proxy card that you delivered to the Company either to Vintage in care of Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022, or to such address as the Company may provide. Only your latest signed and dated proxy will count and will serve as a revocation of any prior proxy submitted. Proxies may also be revoked at any time prior to being voted at the Annual Meeting by: (i) attending the Annual Meeting and voting in person by ballot (attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy); or (ii) delivering a written notice of revocation. A written revocation may be in any form validly signed by the record holder or an authorized agent of the record holder as long as it clearly states that the proxy previously given is no longer effective. A written notice of revocation may be delivered either to Vintage in care of Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022,

or to such address as the Company may provide. Although a revocation is effective if delivered to the Company, Vintage requests that you mail or deliver either the original or a copy of any revocation to Vintage in care of Innisfree M&A Incorporated at the address above. Vintage may contact stockholders who have revoked their proxies.

If your shares of Common Stock are held in “street name” in the name of a bank, brokerage firm, dealer, trust company or other nominee and you wish to revoke a proxy card, you must return a later dated proxy to your bank, brokerage firm, dealer, trust company or other nominee. Only your latest signed and dated proxy will count. You may also revoke a proxy at any time before it is voted at the Annual Meeting by attending the Annual Meeting and voting in person by ballot (attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy). You will also need to obtain a “legal proxy” from the bank, brokerage firm, dealer, trust company or other nominee that holds your shares of Common Stock in order to vote in person by ballot at the Annual Meeting.

By submitting your proxy to Vintage by signing and dating the enclosed GOLD proxy card, you are revoking all prior proxies that you have previously given with respect to the Annual Meeting.

The initial solicitation of proxies by mail may be supplemented by telephone, fax, email, newspapers and other publications of general distribution, through the Internet, other electronic communication and personal solicitation by Vintage and the persons listed on Annex A who are “participants” in the solicitation of proxies. No additional compensation for soliciting proxies will be paid to such participants for their proxy solicitation efforts.

Vintage has retained Innisfree M&A Incorporated (“Innisfree”) for solicitation and advisory services in connection with the solicitation of proxies, for which Innisfree is to receive a fee of up to $[•]. Up to [•] people may be employed by Innisfree in connection with the solicitation of proxies. Vintage has also agreed to reimburse Innisfree for out-of-pocket expenses and to indemnify Innisfree against certain liabilities and expenses, including reasonable legal fees and related charges. Innisfree will solicit proxies from individuals, banks, brokerage firms, dealers, trust companies, other nominees and other institutional holders.

Vintage’s expenses related to the solicitation of proxies are currently estimated to be approximately $[•], of which approximately $[•] has been incurred to date. Such costs include, among other things, expenditures for attorneys, public relations advisors, proxy solicitors, printing, advertising, postage and other miscellaneous expenses and fees. The entire expense of soliciting proxies by or on behalf of Vintage is being borne by Vintage. Bank, brokerage firms, dealers, trust companies and other nominees will be requested to forward solicitation materials to beneficial owners of shares of Common Stock. Vintage will reimburse banks, brokerage firms, dealers, trust companies and other nominees for their reasonable expenses for sending solicitation material to beneficial owners.

To the extent legally permissible, if successful in the election of one or more of the Nominees, Vintage currently intends to seek reimbursement from the Company for the costs of this solicitation. Vintage does not currently intend to submit the question of such reimbursement to a vote of the stockholders of the Company.

Based on information publicly disclosed by the Company, for purposes of the IEC Electronics Corp. 2011 Stock Option and Incentive Plan, as amended (the “2011 Plan”), the IEC Electronics Corp. 2010 Omnibus Incentive Compensation Plan, as amended (the “2010 Plan”), and the IEC Electronics Corp. Management Deferred Compensation Plan, as amended (the “Deferred Plan,” and collectively with the 2011 Plan and the 2010 Plan, the “Compensation Plans”), the election of more than two of the Nominees (or four of the Nominees, in the case of the Deferred Plan) would constitute a Change in Control (as defined in the Compensation Plans). Following a Change in Control and unless the Board determines otherwise, the awards granted under the Compensation Plans generally accelerate and are deemed to be exercisable and vested, with all restrictions and forfeiture provisions related thereto lapsing, any performance goals being deemed to be satisfied and all deferred amounts becoming payable in a single lump

sum. At this time, neither Vintage nor the Nominees believe that it would be appropriate to allow the election of the Nominees to constitute a Change in Control for purposes of the Compensation Plans and, if elected, the Nominees intended to take appropriate action to prevent that from happening (to the extent that it is within their control).

Except as set forth in this Proxy Statement, Vintage is not aware of any other proposals to be considered at the Annual Meeting. However, if Vintage learns of any other proposals made a reasonable time before the Annual Meeting, Vintage will either supplement this Proxy Statement and provide stockholders with an opportunity to vote by proxy directly on such matter or will not exercise discretionary authority with respect thereto. If other proposals are made thereafter, the persons named as proxies on the GOLD proxy card will vote such proxies in their discretion on such proposals.

This proxy solicitation is being conducted by Vintage. Information in this Proxy Statement and in Annex A about certain other persons listed on Annex A who are “participants” in the solicitation of proxies by Vintage was provided by that participant.

This Proxy Statement and the GOLD proxy card are available at http:/​/​[•].

Based on information publicly disclosed by the Company, the Company’s principal executive office is located at 105 Norton Street, Newark, New York 14513.

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is required to file reports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed by the Company with the SEC may be inspected at, and copies may be obtained from, the public reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at prescribed rates. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a website (www.sec.gov) where reports, proxy and information statements and other information regarding issuers and others that file electronically with the SEC may be obtained free of charge.

Vintage has omitted from this Proxy Statement certain disclosure required by applicable law to be included in the Company Proxy Statement in reliance on Rule 14a-5(c) of the Exchange Act. Such disclosure includes (i) interests of certain persons in matters to be acted upon, other than Vintage and the Nominees; (ii) voting securities and principal holders thereof, other than Vintage and the Nominees; (iii) information regarding directors and executive officers, other than the Nominees; and (iv) compensation of directors and executive officers (including Mr. Schlarbaum during his service as an executive of the Company). Please refer to the Company Proxy Statement for such information. Except as otherwise stated in this Proxy Statement, the information in this Proxy Statement concerning the Company has been taken from or is based upon documents and records on file with the SEC and other publicly available information. Although Vintage does not have any knowledge that any statement contained in this Proxy Statement is untrue, Vintage does not take any responsibility, except to the extent imposed by law, for the accuracy or completeness of statements taken from public documents and records that were not prepared by or on behalf of Vintage, or for any failure by the Company to disclose events that may affect the significance or accuracy of such information.

The Company Proxy Statement discloses the following information related to the submission of stockholder proposals for the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”):

In accordance with the provisions of Rule 14a-8(e) of the Exchange Act, proposals of stockholders intended to be presented at the 2016 Annual Meeting must be received by August 21, 2015, to be eligible for inclusion in the Company’s proxy statement and form of proxy for that meeting.

If a stockholder desires to nominate a candidate for election to the Board, such stockholder must submit the nomination in compliance with the Company’s bylaws not later than October 29, 2015.

Other stockholder proposals not made in accordance with the provisions of Rule 14a-8 must be submitted to the Board in compliance with the Company’s bylaws not later than October 29, 2015.

Please refer to the Company Proxy Statement for additional information on these matters.

This Proxy Statement may contain certain statements that are “forward looking” in nature, and stockholders should be aware that any such forward-looking statements are only predictions and subject to risks and uncertainties that exist in the business environment that could render actual outcomes and results materially different from that predicted. In some cases, such forward-looking statements may be identified by terminology such as “may,” “will,” “could,” “should,” “plans,” “expects,” “intends” or “believes” or the negative of such terms or other comparable terminology. You should not place undue reliance on any such statements, and any forward-looking statements made in this Proxy Statement are qualified in their entirety by these cautionary statements. There can be no assurance that the actual results or developments anticipated by Vintage will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business, operations or financial condition. Except to the extent required by applicable law, Vintage undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

This Proxy Statement is dated [•], 2014. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication to the contrary.

Under applicable SEC rules and regulations, the Nominees and certain other persons are “participants” with respect to Vintage’s solicitation of proxies. The following sets forth certain information about the persons and entities who are participants. Each natural person who is a participant is a citizen of the United States of America.

There are no material legal proceedings in which any of the Nominees or any of their associates is a party adverse to the Company or any of its subsidiaries, or proceedings in which such Nominees or associates have a material interest adverse to the Company or any of its subsidiaries. There are no family relationships among the Nominees or between any of the Nominees and any director or executive officer of the Company.

Except as disclosed in this Proxy Statement, none of the Nominees has been involved in any legal proceedings in the preceding ten years described in Item 401(f) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”). Except as disclosed in this Proxy Statement, there are no arrangements or understandings between any of the Nominees and any other party pursuant to which any such Nominee was or is to be selected as a director or nominee. Except as disclosed in this Proxy Statement, none of the Nominees nor any of their associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of the Company, or is subject to any arrangement described in Item 402 of Regulation S-K.

The following table sets forth the names and business addresses of the Nominees, as well as the names and principal business addresses of the corporation or other organization in which the principal occupations or employment of the Nominees is carried on. The principal occupations or employment of the Nominees are set forth under the caption “Proposal 1 — Election of Directors.”

The following individuals are also participants in Vintage’s solicitation of proxies.

VCM has entered into substantially identical indemnity and nominee letter agreements (the “Nominee Agreements”) with the Nominees pursuant to which it has agreed to indemnify the Nominees, to the fullest extent permitted by Delaware and other applicable law, against, and to hold the Nominees harmless from, any and all liabilities, losses, claims, damages, suits, actions, judgments and reasonable costs and expenses actually incurred by the Nominees (including reasonable and documented attorneys’ fees and expenses) (collectively, “Losses”) asserted against, resulting from, imposed upon, or incurred or suffered by such Nominees, directly or indirectly, based upon, arising out of or relating to (a) serving as a nominee of VCM and its affiliates; (b) being a “participant in a solicitation” (as defined in the rules and regulations under the Exchange Act) in connection with the solicitation of proxies by VCM and its affiliates; and (c) being otherwise involved in the solicitation of proxies by VCM and its affiliates. However, VCM is not obligated to indemnify the Nominees for (i) any action taken or omission by the Nominees or on their behalf that occurs subsequent to certification of the results relating to the solicitation of proxies by VCM and its affiliates or such earlier time as any such Nominee is no longer a serving as a nominee of VCM; or (ii) any actions taken or inactions by the Nominees as a director of the Company, if the Nominees are elected. In addition, VCM is not obligated to indemnify the Nominees to the extent of any Losses that (A) arise out of any materially inaccurate written information supplied by the Nominees or on their behalf for inclusion in any filings made with any federal or state governmental agency, including any materials related to the solicitation of proxies by VCM and its affiliates; or (B) are found in a final judgment by a court, not subject to further appeal, to have resulted from bad faith or willful misconduct on the part of the Nominees. Finally, VCM has agreed to reimburse the Nominees for their reasonable and documented out-of-pocket expenses (including travel expenses) directly related to their participation in any solicitation of proxies by VCM and its affiliates.

VOP is a Delaware limited partnership. The principal address of VOP is 4705 S. Apopka Vineland Road, Suite 210, Orlando, FL 32819. The principal business of VOP is to purchase, sell, trade and invest in securities.

VCM is a Delaware limited liability company. The principal address of VCM is 4705 S. Apopka Vineland Road, Suite 210, Orlando, FL 32819. The principal business of VCM is to purchase, sell, trade and invest in securities.

VCM serves as investment adviser to investment funds and managed accounts, including VOP (collectively, the “Accounts”), and may be deemed to have beneficial ownership over the shares of Common Stock held for the Accounts.

KCM is a Delaware limited liability company. KCM, as a member and the majority owner of VOP and VCM, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by VOP, and may be deemed to be the indirect beneficial owner of such shares. KCM disclaims beneficial ownership of such shares for all other purposes.

Messrs. Kahn, Laurence and Nowak are managers of each of VOP, VCM and KCM. Each may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by VOP, and may be deemed to be the indirect beneficial owner of such shares. Messrs. Kahn, Laurence and Nowak each disclaim beneficial ownership of such shares for all other purposes.

The Nominees have beneficial ownership of shares of Common Stock as set forth in the table below. No associates of the Nominees beneficially own any shares of Common Stock. None of the participants or any of their respective associates owns any shares of Common Stock of record that such person or entity does not own beneficially. None of the participants or any of their respective associates beneficially own any other securities of the Company.

During the two years prior to October 27, 2014, the participants purchased or sold the following securities of the Company. Except as disclosed in this Proxy Statement, none of the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities. The shares of Common Stock acquired by VOP were obtained using its investment capital. Mr. Schlarbaum used his own assets to acquire the shares of Common Stock that he beneficially owns, which are held in one or more non-margin brokerage accounts. The shares of Common Stock that may be deemed to be beneficially owned by Mr. Singer were acquired using the investment capital of Vertex Capital Advisors, LLC.

Mr. Kahn may be deemed to indirectly beneficially own the shares of Common Stock beneficially owned by VOP. Mr. Kahn disclaims such beneficial ownership.

Mr. Laurence may be deemed to indirectly beneficially own the shares of Common Stock beneficially owned by VOP. Mr. Laurence disclaims such beneficial ownership.

Mr. Nowak may be deemed to indirectly beneficially own the shares of Common Stock beneficially owned by VOP. Mr. Nowak disclaims such beneficial ownership.

Mr. Singer may be deemed to indirectly beneficially own the shares of Common Stock listed below beneficially owned by Vertex Capital Advisors, LLC. Mr. Singer disclaims such beneficial ownership.

Except as described in this Annex A or in this Proxy Statement, neither any participant nor any of his respective associates or affiliates (together, the “Participant Affiliates”) (i) is either a party to any transaction or series of transactions since October 1, 2013, or has knowledge of any currently proposed transaction or series of proposed transactions, (a) to which the Company or any of its subsidiaries was or is to be a participant; (b) in which the amount involved exceeds $120,000; and (c) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest; or (ii) has a substantial interest, direct or indirect, by security holdings or otherwise, in any matter presently expected by Vintage to be acted upon at the Annual Meeting. Furthermore, except as described in this Annex A or this Proxy Statement, no participant or Participant Affiliate (i) directly or indirectly beneficially owns any securities of the Company or any securities of any subsidiary of the Company, or (ii) has had any relationship with the Company in any capacity other than as a stockholder.

Except as described in this Annex A or in this Proxy Statement, no participant or Participant Affiliate has entered into any agreement or understanding with any person with respect to any future employment by the Company or any of its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

Except as described in this Annex A or in this Proxy Statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate since October 27, 2013, with any person with respect to any securities of the Company, including, but not limited to, the transfer or voting of such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies, consents or authorizations.

Each of Vintage and the Nominees may be deemed to have an interest in the election of the Nominees directly or indirectly through the record or beneficial ownership of shares of Common Stock or the Nominee Agreements. The Nominees may be deemed to have an interest in their election to the Board by virtue of the compensation and indemnification that they will, or will be entitled to, receive from the Company if elected as directors.

Except as described in this Annex A or in this Proxy Statement, there are no arrangements, agreements or understandings between or among the participants or between or among participants and any other persons or entities in connection with the election of the Nominees, and none of the participants will receive additional compensation from Vintage in connection with the election of the Nominees.

Except as described in this Annex A or in this Proxy Statement, there are no material proceedings in which the Nominees or any of their respective associates is a party adverse to the Company or any of its subsidiaries, or material proceedings in which such Nominee or associate has a material interest adverse to the Company or any of its subsidiaries.

Except as described in this Annex A or in this Proxy Statement, (i) no occupation or employment is or was carried on by any Nominee with the Company or any corporation or organization which is or was a parent, subsidiary or other affiliate of the Company; and (ii) none of the Nominees has ever served on the Board.

Except as described in this Annex A or in this Proxy Statement, there are no family relationships between any Nominee and any director or executive officer of the Company.

During the Company’s last fiscal year, none of the Nomination Participants was the beneficial owner of more than 10% of any class of equity securities of the Company.

Except as described in this Annex A or in this Proxy Statement, there are no relationships or dealings between the Nominees and the Company or any of its subsidiaries, affiliates, directors, officers or agents.