ENGINEERING MEASUREMENTS COMPANY
600 DIAGONAL HIGHWAY
LONGMONT, CO 80501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on October 25, 1996
TO THE SHAREHOLDERS OF ENGINEERING MEASUREMENTS COMPANY:
The Annual meeting of the Shareholders of Engineering Measurements Company,
hereinafter referred to as the "Company", will be held at the Company's
headquarters, 600 Diagonal Highway, Longmont Colorado on October 25, 1996, at
5:00 p.m., local time, pursuant to call therefor by the Board of Directors for
the following purposes:
1. To elect Directors to serve until the next Annual Meeting of Shareholders of
the Company or until their successors have been duly elected and qualified.
2. To transact such other business as may properly come before the meeting, or
any adjournment thereof.
The Board of Directors has fixed the close of business on September 20, 1996 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
By Order of The Board of Directors
By: /s/ Charles E. Miller
Charles E. Miller, President
September 25, 1996
YOUR VOTE IS IMPORTANT
Please execute and return the enclosed Proxy promptly, whether or not you intend
to be present at the meeting. Should you decide to attend the meeting, you may
vote in person at that time if you so desire. Your attention to the enclosed
Proxy Statement furnished by Management and authorized by the Board of Directors
is urged.
<PAGE>
PROXY ENGINEERING MEASUREMENTS COMPANY PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD OCTOBER 25, 1996
The undersigned hereby constitutes, appoints and authorizes Charles E. Miller,
as the true and lawful attorney and Proxy of the undersigned with full power of
substitution and appointment, for and in the name, place and stead of the
undersigned to act for and vote as designated below, all of the undersigned's
shares of the $.01 par value common stock of Engineering Measurements Company, a
Colorado corporation, at the Annual Meeting of Shareholders to be held at the
Company's headquarters, 600 Diagonal Highway, Longmont Colorado at 5:00 p.m.
local time on October 25, 1996 and at any and all adjournments thereof, for the
following purposes:
1. To elect Directors to serve until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified:
[ ] FOR all nominees listed below (except as marked to the contrary):
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below:
Charles E. Miller Walter Kluck Thomas G. Miller William A. Ringer
(Instructions: To withhold authority to vote for any individual nominee, draw a
line through or otherwise strike out his name. If authority to vote for the
election of any nominee is not withheld, the execution of this Proxy shall be
deemed to grant such authority.)
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
- -------------------------------------------------------------------------------
The undersigned hereby revokes any Proxies as to said shares heretofore given by
the undersigned, and ratifies and confirms all that said attorneys and Proxies
may lawfully do by virtue hereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1 . THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO
MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE
ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
Dated: _____________, 1996
Signature
Joint Owner Signature
Please indicate change of address
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement furnished herewith. Signature(s) should agree
with the name(s) shown hereon. Executors, administrators, trustees, guardians
and attorneys should indicate when signing. Attorneys should submit power of
attorney. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ENGINEERING MEASUREMENTS COMPANY. PLEASE SIGN AND RETURN THIS PROXY TO THE
COMPANY. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF
YOU ATTEND THE MEETING.
<PAGE>
ENGINEERING MEASUREMENTS COMPANY
600 Diagonal Highway
Longmont, CO 80501
(303) 651-0550
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held on October 25, 1996
INTRODUCTION
The accompanying Proxy is solicited by the Board of Directors of Engineering
Measurements Company, a Colorado corporation, hereinafter called the "Company,"
for use at the Annual Meeting of Shareholders to be held on Friday, October 25,
1996 at 5:00 p.m. local time, at the Company's headquarters, 600 Diagonal
Highway, Longmont Colorado and at any recesses or adjournments thereof. These
proxy materials are being mailed to shareholders commencing approximately
September 25, 1996.
The Proxy may be revoked at any time by the shareholder before it is exercised.
All shares of stock represented by valid Proxies received prior to the meeting
pursuant to this solicitation and not revoked before they are exercised will be
voted. In each case where the shareholder has appropriately specified how the
Proxy is to be voted, it will be voted in accordance with such specification.
Unless specific instructions are given to the contrary, the persons named in the
accompanying proxy will vote FOR the election of the four persons nominated to
serve as directors of the Company. Abstentions received with respect to any
proposal will be counted for purposes of determining whether a quorum is present
at the Meeting, but will not be counted for purposes of determining whether the
requisite vote has been obtained for the proposal. Broker non-votes with
respect to a particular proposal will not be counted for purposes of either
determining whether a quorum is present at the Meeting or determining whether
the requisite vote for such proposal has been obtained. The giving of a proxy
will not affect a shareholder's right to attend the meeting and vote in person.
Any shareholder giving a proxy has the right to revoke it at any time before it
is exercised by executing and returning a proxy bearing a later date, by giving
written notice of revocation to the Company's secretary, or by attending the
meeting and voting in person.
PERSONS MAKING THE SOLICITATION
This Proxy is solicited by the Board of Directors of the Company. In addition
to the solicitation of Proxies by mail, certain of the officers or employees of
the Company, without extra remuneration, may solicit Proxies personally or by
telephone, facsimile, telegraph or cable. The total expense of such
solicitation will be borne by the Company and will include reimbursement paid to
brokerage firms and other custodians, nominees and fiduciaries for their expense
in forwarding solicitation material regarding the meeting to beneficial owners.
Page 1 of 10
<PAGE>
REQUIRED VOTE FOR EACH PROPOSAL
The four nominees for director receiving the highest number of votes cast by
shareholders of the Company entitled to vote thereon, assuming that a quorum of
a majority (a "Quorum") of the outstanding shares of common stock of the Company
entitled to vote at the Meeting is present in person or by proxy, will be
elected to serve on the Board of Directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The date for determination of Shareholders entitled to vote at the meeting (the
"Record Date") is the close of business on September 20, 1996. On such date
there were outstanding 2,773,052 shares of Common Stock, $.01 par value (the
"Common Stock") of the Company, each of which is entitled to one (1) vote.
On the Record Date the security ownership of each person who owned of record or
beneficially, to the knowledge of the Company, five percent (5%) or more of any
class of voting securities of the Company, and of each current Director (and
each nominee Director) and of the Officers and Directors (and nominees) as a
group was as follows. All information is based on information furnished by each
such person. Unless otherwise stated, the indicated persons have sole voting
and investment power over the shares listed.
<TABLE>
Name of Amount and Nature Percent
Title of Class Beneficial Owner of Ownership of Class
<S> <C> <C> <C> <C>
Common Stock Charles E. Miller 1,246,021 (1) 39.8
Common Stock William A. Ringer 76,900 (2) 2.8
Common Stock Saeid Hosseini 51,400 (3) 1.8
Common Stock David S. Miller 376,677 (4) 13.7
Common Stock Walter Kluck 23,000 (5) 0.8
Common Stock Thomas G. Miller 339,000 (6) 12.2
All Directors and Officers as a
Group (Five Persons) 1,736,231 53.2
</TABLE>
Page 2 of 10
<PAGE>
<TABLE>
<S> <C>
Record and Beneficial; includes 869,380 shares of common stock owned
directly;
(1) an option to purchase 20,000 shares of common stock under the 1988 Non-
statutory Stock Option Plan; an option to purchase 10,875 shares of common
stock under the 1991 Incentive Plan; and the right to convert a portion of a
loan balance into 345,766 shares of common stock pursuant to loan agreements
(See Note 4 to the Consolidated Financial Statements). Mr. Miller has sole
voting and investing power on 863,080 of the owned shares; the remaining
6,300 shares have shared voting and investment power. Charles E. Miller's
business address is 600 Diagonal Highway, Longmont, CO 80501.
(2) Record and Beneficial; includes 56,900 shares of common stock owned with
sole voting and investment power; and an option to purchase 20,000 shares of
common stock pursuant to the 1991 Non-Employee Director Stock Plan. William
A. Ringer's business address is 5675 Arapahoe Avenue, Boulder, CO 80303.
(3) Record and Beneficial; includes an option to purchase 51,400 shares of
common stock under the 1991 Incentive Plan. Saeid Hosseini's business
address is 600 Diagonal Highway, Longmont, CO 80501.
(4) Record and Beneficial; includes 376,677 shares of common stock owned. David
Miller has sole voting and investment power for 317,352 of the shares; the
remaining 17,595 shares have shared voting and investment power. David S.
Miller's business address is 420 E. Armour, N. Kansas City, MO 64166.
(5) Record and Beneficial; includes 3,000 shares of common stock owned with sole
voting and investment power; and an option to purchase 20,000 shares of
common stock under the 1991 Non-Employee Director Stock Plan. Walter
Kluck's business address is P.O. Box 421, Clifton, NJ 07015.
(6) Record and Beneficial; includes 319,000 shares of common stock owned
directly; and an option to purchase 20,000 shares of common stock under the
1991 Non-Employee Director Stock Plan. Thomas Miller has sole voting and
investment power for 316,000 owned shares; the remaining 3,000 shares have
shared voting and investment powers. Thomas G. Miller's business address is
11725 W. 112th St., Overland Park, KS 66210.
</TABLE>
ELECTION OF DIRECTORS
The Bylaws, as amended, provide for a Board of four(4) Directors. Management
recommends the election of the nominees listed below as Directors, to hold
office until the next Annual Meeting of Shareholders or until their successors
are elected and qualify. Except where otherwise instructed, proxies will be
voted for election of all the nominees. If, at the time of the 1996 Annual
Meeting of Shareholders, any of such nominees should be unable to or decline to
serve, the discretionary authority provided in the Proxy will be exercised to
vote for a substitute. Management has no reason to believe that any substitute
nominee or nominees will be required.
The following Table indicates the name of each of the Company's Directors and
nominees for Directors, their ages and business experience during the past five
(5) years.
Page 3 of 10
<PAGE>
<TABLE>
<CAPTION>
Year First Position, Date first held
Elected as and Principal Occupation
Name of Director Age Director (For Past Five Years)
<S> <C> <C> <C>
Charles E. Miller 58 1967 Chief Executive Officer, President, Director and
Chairman of the Board, previously President from
1967 to 1987; Member of the Compensation, and Non-
Employee Director Stock Plan Committees; and
Director of Marcum Natural Gas Services, Inc., a
publicly traded company.
William A. Ringer 62 1978 Director, Member of the Compensation Committee;
President of Granville Phillips Company, Boulder,
Colorado, which is not an affiliate of the
Company. Employed by Granville Phillips in an
executive capacity for more than five years prior
to the date of this report.
Thomas G. Miller 49 1995 Director, Member of the Audit, and Incentive Plan
Committees; CEO and physician of College Park
Family Care Center of Overland Park, Kansas,
which is not an affiliate of the Company.
Employed by College Park Family Care Center in an
executive capacity for more than five years prior
to the date of this report.
Walter Kluck 68 1995 Director, Member of the Audit and Incentive Plan
Committees; CEO of Industrial Representatives,
Inc. of Clifton, New Jersey, which is not an
affiliate of the Company. Employed by Industrial
Representatives, Inc. in an executive capacity
for more than five years prior to the date of
this report.
</TABLE>
The Board of Directors has standing Audit, Compensation, and Incentive Plan
Committees. Effective September 16, 1996, Mr. Al Ringer replaced Mr. Thomas
Miller as a member of the audit committee. Mr. Thomas Miller and Mr. Kluck
constitute the members of the Audit Committee, and Messrs. Charles Miller,
Ringer, and Kluck serve on the Compensation Committee. Mr. Kluck and Mr. Thomas
Miller serve on the Incentive Plan Committee. The Audit Committee reviews
financial statements. The Audit Committee met once during the fiscal year
ending April 30, 1996. The Compensation Committee meets informally as required
to recommend to the Board of Directors the compensation to be paid to the
officers of the Company and to recommend to the Board of Directors any other
profit sharing and bonus issues that may come before the Board of Directors.
The Compensation Committee met once during fiscal year 1996. The Incentive Plan
Committee and the Non-Employee Director Stock Plan Committee administer the
respective Plans. Such Committees did not meet formally during the last fiscal
year.
The Board of Directors held four meetings during the fiscal year ending April
30, 1996. All Directors attended all meetings.
Page 4 of 10
<PAGE>
All Directors hold office until the next annual meeting of the shareholders of
the Company or until their successors have been elected and qualified. Officers
serve at the discretion of the Board of Directors and are elected annually.
None of the Directors have been involved in any litigation or bankruptcy during
the past five years.
Charles E. Miller and Thomas G. Miller are brothers.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with the copies of all Section 16(a) forms
they file. Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the last fiscal year, all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten-percent beneficial
owners were complied with.
EXECUTIVE OFFICERS
The Table below indicates the name of each of the Company's executive officers,
their ages and positions, and their business experience during the past five (5)
years.
<TABLE>
Position, Principal
Name of Officer Age Occupation (for the past 5 years)
<S> <C> <C>
Charles E. Miller 58 Chief Executive Officer, President, Chairman
of the Board and Secretary; previously
President from 1967 to 1987.
Saeid Hosseini 33 Vice President Sales and Marketing.Previously
Product Line Manager, and Manager of
Applications Engineering. Employed by the
Company for more than five years prior
to the date of this proxy statement.
</TABLE>
Page 5 of 10
<PAGE>
SIGNIFICANT EMPLOYEES
The Table below indicates the name of each of the Company's significant
employees, their ages and positions, and their business experience during the
past five (5) years.
<TABLE>
Position, Principal
Name of Employee Age Occupation (for the past 5 years)
<S> <C> <C>
John B. Thompson 39 Controller since August 1992. Employed in an
accounting management capacity from 1991 to 1992 at
Rocky Mountain Bank Note Company, Lakewood, Colorado,
which is not an affiliate of the Company; and employed
by Micro Motion, Inc., Boulder, Colorado, which is not
an affiliate of the Company, in an accounting
management capacity for more than five years prior to
the date of this proxy statement.
Ken H. Teegardin 34 Director of Manufacturing since February 1995.
Employed in a manufacturing management capacity at
Johnson Yokogawa Corporation, Newnan, Georgia, which is
not an affiliate of the Company, for more than five
years prior to the date of this proxy statement.
Louis T. Yoshida 55 Director of Engineering since January 1995. Employed
as president, director of research and development at
Innovative Technology Corporation, Longmont, Colorado,
which is not an affiliate of the Company, for more than
five years prior to the date of this proxy statement.
</TABLE>
Page 6 of 10
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation awarded to, earned by, or
paid to the Company's Chief Executive Officer and no other officers received
compensation over $100,000 for services in all capacities to the Company during
the fiscal years ended April 30, 1994, 1995 and 1996:
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
<CAPTION>
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Name and Annual Restricted Underlying LTIP Other
Principal Compen- Stock Options/ Pay- Compen-
Position Year Salary ($) Bonus ($) sation ($) Awards ($) SAR's (#) outs ($) sation ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles E. 1994 $58,906 $22,911 0 0 0 0 $201
Miller, CEO 1995 $86,874 0 0 0 10,875 0 $1,098
and Chairman 1996 $121,664 $7,082 0 0 0 0 $1,217
of the Board
</TABLE>
Other Compensation for Mr. Miller reflects the matching portion of the Company's
401K plan.
Option/SAR Grants in Last Fiscal Year
None.
Page 7 of 10
<PAGE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities
Underlying Unexercised Value of Unexercised
In-the-Money
Options/SAR's at Options/SAR's at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise (#) Value Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Charles E. 0 0 20,000/0 $25,000/$0
Miller 280,674/0 $589,415/$0
65,092/0 $93,732/$0
10,875/0 $0/$0
</TABLE>
Long-Term Incentive Plans - Awards in Last Fiscal Year
None.
Page 8 of 10
<PAGE>
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company received an annual Director's fee
of $3,000. This fee is paid whether or not the Director attends meetings of the
Board and its Committees.
Under the 1988 Non-Statutory Stock Option Plan, options to purchase 40,000
shares were granted to directors, 20,000 shares each to William A. Ringer, and
Charles E. Miller, in fiscal year 1993 exercisable at $1.75 per share from July
1, 1993 to June 30, 1997. Mr. Ringer exercised the options in August, 1996.
Under the 1991 Non-Employee Director Stock Plan, in fiscal year 1993 options to
purchase 20,000 shares were granted to William A. Ringer exercisable at $1.58
per share from December 20, 1992 through December 20, 1995. Mr. Ringer
exercised the options in December, 1995. Under the 1991 Non-Employee Director
Stock Plan, in fiscal year 1995 options to purchase 60,000 shares were granted,
20,000 each to William A. Ringer, Walter Kluck, and Thomas G. Miller,
exercisable at $3.40 per share from October 14, 1995 through October 14, 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The terms and conditions pertaining to the Industrial Development Revenue Bond
purchased by Charles E. Miller from Colorado National Bank of Denver in August
1992, remain the same. The only difference is that Charles E. Miller now has
all rights, title and interest of the debt instrument instead of Colorado
National Bank of Denver. For terms and conditions please refer to note 5 of the
Notes to the Consolidated Financial Statements contained in the Company's annual
report.
The related party transactions between the Company and Marcum Natural Gas are
set forth in Item 1 of the Comapny's annual report. Other related party
transactions include the sales from the Company to DVCO of approximately $61,000
in fiscal year ended April 30, 1996 and $68,000 in fiscal year ended April 30,
1995. The Company also recognized $50,000 of royalty income from DVCO during
fiscal year ended April 30, 1996 and $50,000 for fiscal year 1995.
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton served as the Company's independent certified public accountants
for the year ended April 30, 1996 and is expected to serve in such capacity for
the current fiscal year.
It is expected that a representative of Grant Thornton will be present at the
Annual Meeting of the Shareholders. Such representative will have the
opportunity to make a statement, if he desires to do so, and is expected to be
available to respond to appropriate questions.
PROPOSALS BY SHAREHOLDERS
Any shareholder who wishes to submit a proposal to be considered at the Annual
Meeting of the Company's shareholders, to be held after the April 30, 1997
fiscal year, must submit the proposal to the Company by May 16, 1997 for the
proposal to be included in the Proxy Statement for that meeting. Any such
proposals should be sent to the Company's principal executive offices at
600 Diagonal Highway, Longmont, Colorado 80501.
Page 9 of 10
<PAGE>
OTHER MATTERS
Management is not aware that any matters not referred to in the Proxy Statement
will be presented for action at the meeting. If any other matters properly come
before the meeting, the persons named in the enclosed Proxy will vote such Proxy
in accordance with their best judgment.
AVAILABILITY OF ANNUAL REPORT
The Company will provide any Shareholder with a copy of its Annual Report on
Form 10-KSB for its fiscal year ended April 30, 1996, without charge upon
receipt of a written request for such report. Such requests should be addressed
to the Company's secretary at 600 Diagonal Highway, Longmont, Colorado 80501.
The Annual Report is not a part of this proxy statement.
Longmont, Colorado
September 25, 1996
Page 10 of 10
