<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934 (AMENDMENT NO. )
----------------
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
[_]CONFIDENTIAL, FOR USE OF THE
Check the appropriate box: COMMISSION ONLY (AS PERMITTED BY
RULE 14A-B (E)(2))
[_]Preliminary Proxy Statement
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ROBOTIC VISION SYSTEMS, 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11:
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ________________________________________________
(2) Form, Schedule or Registration Statement No.: __________________________
(3) Filing Party: __________________________________________________________
(4) Date Filed: ____________________________________________________________
Copies of all communications to:
IRA ROXLAND, Esq.
Cooperman, Levitt, Winikoff, Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
LOGO
ROBOTIC VISION SYSTEMS, INC.
425 RABRO DRIVE
HAUPPAUGE, NEW YORK 11788
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 9, 1998
----------------
To the Stockholders of
ROBOTIC VISION SYSTEMS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of ROBOTIC VISION SYSTEMS, INC., a Delaware corporation (the
"Company"), will be held at The Bank of New York, One Wall Street, New York,
New York, on Thursday, April 9, 1998 at the hour of 10:00 a.m., for the
following purposes:
(1) To elect nine directors of the Company for the ensuing year.
(2) To amend the Company's 1996 Stock Plan to increase the number of
shares of Common Stock available thereunder from 1,500,000 to 2,500,000.
(3) To consider and vote upon a proposal to amend RVSI's Certificate of
Incorporation to increase the number of shares of RVSI Common Stock
authorized thereunder from 30,000,000 to 50,000,000.
(4) To ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending September 30, 1998.
(5) To transact such other business as may properly come before the
Meeting.
Only stockholders of record at the close of business on February 26, 1998
are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
Robert H. Walker,
Secretary
New York, New York
March 5, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY,
AND PROMPTLY RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT
PURPOSE. ANY STOCKHOLDER MAY REVOKE HIS PROXY AT ANY TIME BEFORE THE MEETING
BY GIVING WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED
PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
<PAGE>
ROBOTIC VISION SYSTEMS, INC.
425 RABRO DRIVE
HAUPPAUGE, NEW YORK 11788
----------------
PROXY STATEMENT
----------------
This Proxy Statement is being mailed on or about March 5, 1998 to all
stockholders of record at the close of business on February 26, 1998 (the
"Record Date") in connection with the solicitation by the Board of Directors
(the "RVSI Board") of Robotic Vision Systems, Inc. (the "Company") of Proxies
for the Annual Meeting of Stockholders (the "Meeting") to be held on April 9,
1998. Proxies will be solicited by mail, and all expenses of preparing and
soliciting such Proxies will be paid by the Company. All Proxies duly executed
and received by the persons designated as proxy therein will be voted on all
matters presented at the Meeting in accordance with the specifications given
therein by the person executing such Proxy or, in the absence of specified
instructions, will be voted for the named nominees to the RVSI Board and in
favor of the proposals to amend the Company's 1996 Stock Plan, to increase the
number of authorized shares and to ratify the selection of Deloitte & Touche
LLP. The RVSI Board does not know of any other matter that may be brought
before the Meeting but, in the event that any other matter should come before
the Meeting, or any nominee should not be available for election, the persons
named as proxy will have authority to vote all Proxies not marked to the
contrary in their discretion as they deem advisable. Any stockholder may
revoke his Proxy at any time before the Meeting by written notice to such
effect received by the Company at the address set forth above, Attn: Corporate
Secretary, by delivery of a subsequently dated Proxy or by attending the
Meeting and voting in person.
The total number of shares of the Company's Common Stock outstanding as of
the Record Date was 24,519,647. The Common Stock is the only class of
securities of the Company entitled to vote, each share being entitled to one
non-cumulative vote. Only stockholders of record as of the close of business
on the Record Date will be entitled to vote. A majority of the shares of
Common Stock outstanding and entitled to vote, or 12,259,824 shares, must be
present at the Meeting in person or by proxy in order to constitute a quorum
for the transaction of business. Abstentions and broker nonvotes will be
counted for purposes of determining the presence or absence of a quorum for
the transaction of business. Assuming the presence of a quorum, an affirmative
vote of a majority of the shares of Common Stock present and voting, in person
or by proxy, at the Meeting is required to pass upon each of the matters
presented except that the proposal to amend RVSI's Certificate of
Incorporation requires the affirmative vote of holders of a majority of all
outstanding RVSI Common Stock entitled to vote at the Meeting. Abstentions
will be counted in tabulations of the votes cast on each of the proposals
presented at the Meeting, whereas broker nonvotes will not be counted for
purposes of determining whether a proposal has been approved. "Broker
nonvotes" are proxies received from brokers who, in the absence of specific
voting instructions from beneficial owners of shares held in brokerage name,
have declined to vote such shares in those instances where discretionary
voting by brokers is permitted.
A list of stockholders entitled to vote at the Meeting will be available at
the Company's offices, 425 Rabro Drive, Hauppauge, New York, for a period of
ten days prior to the Meeting and at the Meeting itself for examination by any
stockholder.
1
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of the Record Date by (i) each director or
director-nominee of the Company, (ii) each person known by the Company to own
beneficially 5% or more of the Company's Common Stock, (iii) each officer
named in the Summary Compensation Table elsewhere herein and (iv) all
directors and executive officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF COMMON STOCK PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
------------------- --------------------- --------
<S> <C> <C>
Pat V. Costa................................. 238,933(2) (14)
Frank A. DiPietro............................ 44,000(3) (14)
Jay M. Haft.................................. 487,546(4) 2.0%
Tomas Kohn................................... 38,155(5) (14)
Donald J. Kramer............................. 12,654(6) (14)
Mark J. Lerner............................... 90,911(7) (14)
Howard Stern................................. 68,009(8) (14)
Robert H. Walker............................. 65,826(9) (14)
Steven J. Bilodeau........................... 18,250(10) (14)
Earl H. Rideout.............................. 33,309(11) (14)
General Motors Corporation................... 1,225,775 5.0%
767 Fifth Avenue
New York, New York 10153
All current executive officers and directors
as a group (12 persons)..................... 1,101,593(12)(13) 4.4%
</TABLE>
- --------
(1) Includes shares issuable pursuant to currently exercisable options and
warrants as well as those options and warrants which will become
exercisable within 60 days of the Record Date. Except as otherwise
indicated, the persons named herein have sole voting and dispositive power
with respect to the shares beneficially owned.
(2) Includes (i) 207,326 shares issuable to Mr. Costa upon exercise of
outstanding options and (ii) 1,607 vested shares held under the Company's
Retirement Investment Plan ("Retirement Plan").
(3) Includes (i) 1,000 shares issuable to Mr. DiPietro upon exercise of
outstanding options and (ii) 28,000 shares owned of record by his spouse.
(4) Includes (i) 23,000 shares issuable to Mr. Haft upon exercise of
outstanding options, (ii) 398,100 shares owned of record by his spouse and
(iii) 7,666 shares held indirectly in a retirement trust.
(5) Includes (i) 1,000 shares issuable to Mr. Kohn upon exercise of
outstanding options and (ii) 684 shares owned of record by his spouse.
(6) Includes 9,802 shares issuable to Mr. Kramer upon exercise of outstanding
options.
(7) Includes (i) 84,911 shares issuable to Morgen, Evan & Company, Inc., of
which Mr. Lerner is the principal owner, upon exercise of outstanding
warrants and (ii) 6,000 shares issuable to Mr. Lerner upon exercise of
outstanding options.
(8) Includes (i) 35,830 shares issuable to Mr. Stern upon exercise of
outstanding options and (ii) 6,179 vested shares held under the Retirement
Plan.
(9) Includes (i) 26,113 shares issuable to Mr. Walker upon exercise of
outstanding options and (ii) 5,633 vested shares held under the Retirement
Plan.
(10) Mr. Bilodeau is a director-nominee, having been appointed as a director
by the RVSI Board in 1997. His beneficial ownership includes 5,750 vested
shares held under the Retirement Plan.
(11) Includes (i) 32,994 shares issuable to Mr. Rideout upon exercise of
outstanding options and (ii) 315 vested shares held under the Retirement
Plan.
(12) Includes (i) 650,133 shares owned of record and beneficially and (ii)
431,976 shares issuable upon exercise of certain outstanding stock options
and warrants.
(13) Includes 19,484 vested shares held in the Retirement Plan for certain
officers of the Company.
(14) Less than one percent.
2
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of the Company's
Common Stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Officers, directors and greater
than 10% stockholders are required by SEC rule to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no such forms were
required for those persons, the Company believes that during the fiscal year
ended September 30, 1997, all filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with except
that Mr. O'Brien was not timely in his filing of his Initial Statement of
Beneficial Ownership of Securities and Messers. DiPietro and Walker were each
not timely in the filing of one monthly report of one transaction.
3
<PAGE>
ELECTION OF DIRECTORS
Nine directors are to be elected at the Meeting to serve for a term of one
year or until their respective successors are elected and qualified.
INFORMATION CONCERNING NOMINEES
The following table sets forth the positions and offices presently held with
the Company by each nominee, his age and his tenure as a director.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES DIRECTOR
NAME AGE PRESENTLY HELD WITH THE COMPANY SINCE
---- --- ------------------------------- --------
<S> <C> <C> <C>
Pat V. Costa............ 54 Chairman of the Board, President, Chief 1984
Executive Officer
Frank A. DiPietro....... 71 Director 1992
Jay M. Haft............. 62 Director 1977
Tomas Kohn.............. 57 Director 1997
Donald J. Kramer........ 65 Director 1995
Mark J. Lerner.......... 45 Director 1994
Howard Stern............ 60 Senior Vice President and Director 1981
Robert H. Walker........ 62 Executive Vice President, Secretary, Treasurer and Director 1990
Steven J. Bilodeau...... 39 President, RVSI Semiconductor Equipment Group 1997
and Director
</TABLE>
PAT V. COSTA has served as President, Chief Executive Officer and Chairman
of the RVSI Board since July 1984. Prior thereto and from 1977, Mr. Costa was
employed by GCA Corporation, most recently in the capacity of Executive Vice
President. GCA was engaged in the manufacturing of various electronic
instrumentation equipment and systems.
FRANK A. DIPIETRO began his career with General Motors Corporation ("GM") in
1944. During his forty-six year career with GM, he was actively involved in
automobile assembly and manufacturing engineering systems. He retired in 1990
and continues as a consultant in laser systems in several industries. At the
time of his retirement, Mr. DiPietro held the position of Director of
Manufacturing Engineering, Chevrolet-Pontiac-Canada Car Group, for GM. In
1996, he was elected to the position of Director-at-Large for the Society of
Manufacturing Engineers.
JAY M. HAFT has been a practicing attorney for over 30 years and a strategic
and financial consultant for growth stage companies. Mr. Haft also serves as
Chairman of the Board of Noise Cancellation Technologies, Inc. and Extech,
Inc. both public companies whose respective securities are traded on the
Nasdaq Small Cap Market. He is a Managing General Partner of Gen Am "1"
Venture Fund, an international venture capital fund. Mr. Haft is also a
director of numerous other public and private corporations. From 1989 until
1994, he was a partner of Parker Duryee Rosoff & Haft, counsel to the Company,
in New York, New York. He is currently of counsel to such firm.
TOMAS KOHN has been a Professor of Management at Boston University's School
of Management in the undergraduate, MBA, and Executive MBA programs since
1988. Dr. Kohn is the Chairman of the Board of Conduit del Ecuador, a steel
tubing manufacturer, and a member of the Board of Directors of Ideal-Alambrec,
a steel wire manufacturer, both in Quito, Ecuador. He has held these positions
since 1974 and 1972, respectively. From 1987 until the Company's acquisition
by merger of Computer Identics Corp. ("Computer Identics") in August 1996, Dr.
Kohn was a member of Computer Identics' Board of Directors, and its Chairman
since 1992. From 1986 until 1995, Dr. Kohn was a member of the Board of
Directors of N.V. Bekaert S.A., the world's largest independent steel wire
manufacturer. N.V. Bekaert was a major shareholder of Computer Identics.
4
<PAGE>
DONALD J. KRAMER was Chairman of the Board of Directors of Acuity Imaging,
Inc. ("Acuity") from January 1994 until the Company's acquisition of Acuity by
merger in September 1995. Mr. Kramer served as a director of Itran Corp. from
1982 until its merger with Automatix, Inc. in January 1994, at which time the
merger survivor assumed the Acuity name. Mr. Kramer is a private investor and
was a special limited partner of TA Associates, a private equity capital firm
located in Boston, Massachusetts, from January 1990 to March 1996. For the
previous five years, Mr. Kramer was a general partner of TA Associates. In
January 1997 and March 1997, Mr. Kramer was elected to the Boards of publicly-
owned Micro Component Technology, Inc. and Total Control Products, Inc.,
respectively. Mr. Kramer is also a director of several privately held
companies.
MARK J. LERNER has been President of Morgen, Evan & Company, Inc., an
investment banking firm which focuses on Japanese-U.S. transactions, since
1992. Prior thereto and from 1990, he was a Managing Director at Chase
Manhattan Bank where he headed the Japan Corporate Finance Group. From 1982 to
1990 Mr. Lerner worked in the Investment Banking Division of Merrill Lynch as
head of its Japan Group, coordinating its New York-based Japanese activities
with professionals in Tokyo and London.
HOWARD STERN has been Senior Vice President and Technical Director of the
Company since December 1984. Prior thereto and from 1981, he was Vice
President of the Company.
ROBERT H. WALKER is and has been Executive Vice President and Secretary-
Treasurer of the Company since December 1986. Prior thereto and from December
1984 he was Senior Vice President of the Company. From 1983 to 1985 he also
served as Treasurer. Mr. Walker is also a director of Tel Instrument
Electronics Corporation, a publicly-owned company.
STEVEN J. BILODEAU is and since December 1997 has been President, RVSI
Semiconductor Equipment Group. Prior thereto and from October 1995, he was
President, RVSI Electronics Division. Prior thereto and from December 1986, he
was Executive Vice President of the Company. Between April 1985 and December
1986, he served the Company in various capacities, most recently as Vice
President of Operations.
As long as it is the beneficial owner of at least 5% of the Company's issued
and outstanding Common Stock, GM has the right to designate a representative
for nomination to serve on the RVSI Board. GM has not designated such a
representative for the current year.
5
<PAGE>
IDENTIFICATION OF EXECUTIVE OFFICERS
(Excludes executive officers who are also directors)
<TABLE>
<CAPTION>
NAME AGE POSITION PRINCIPAL OCCUPATION
---- --- -------- --------------------
<C> <C> <C> <S>
Curtis W. Howes......... 47 Vice President Joined RVSI in May 1997 as Corporate
Vice President of Automatic
Identification. Before joining RVSI
and since November 1991, he was
employed by Intermec Corporation, most
recently as General Manager of
Intermec's Imaging Systems Division,
which designed, manufactured and sold
vision-based products for symbology
reading.
John S. O'Brien......... 44 Vice President Joined RVSI in February 1997 as
Corporate Vice President of Human
Resources. Prior thereto and from
1990, he was Vice President, Human
Resources and CFO of Charles River
Data Systems, an imbedded systems
developer and manufacturer in
Framingham, MA.
Earl H. Rideout......... 51 Senior Vice President Is and since January 1997 has been
Corporate Senior Vice President of
RVSI's Semi-Conductor and Electronics
Business Sector. Prior thereto and
from February 1989 he was Vice
President of RVSI's Electronics Group.
Prior to February 1989 and from 1986
he was Executive Vice President of
Vitronics Corporation, a firm engaged
in the manufacture and distribution of
solder reflow ovens for the
electronics industry.
</TABLE>
Executive officers are elected annually by the RVSI Board to hold office
until the first meeting of the RVSI Board following the next annual meeting of
stockholders and until their successors are chosen and qualified.
INFORMATION CONCERNING THE RVSI BOARD
The RVSI Board held five meetings during the year ended September 30, 1997.
All then incumbent directors attended 100% of such meetings, except for Mr.
Kohn who missed one day of a two-day meeting and Mr. Haft who missed one
meeting.
The Stock Option Committee of the RVSI Board reviews and implements
appropriate action with respect to all matters pertaining to stock options
granted under the Company's 1996 Non-Executive Employee Stock Option Plan,
1996 Stock Plan, 1991 Stock Option Plan and 1987 Incentive Stock Option Plan.
The Stock Option Committee is currently composed of Messrs. DiPietro and Haft.
The Stock Option Committee held thirty-four meetings, including actions taken
by unanimous written consent in lieu of meetings, during fiscal 1997. All then
incumbent members of the Stock Option Committee participated in 100% of such
meetings.
The Audit Committee of the RVSI Board is charged with the review of the
activities of the Company's independent auditors (including, but not limited
to, fees, services and scope of audit). The Audit Committee is presently
composed of Messrs. Costa, Haft and DiPietro, of which Mr. Costa is an ex
officio, non-voting member thereof. The Audit Committee met twice during the
period of performance of the 1997 fiscal year end audit. All then incumbent
members of the Audit Committee attended both meetings, except for Mr. Haft who
was not present at one meeting.
6
<PAGE>
The Company does not have a nominating committee, charged with the search
for and recommendation to the RVSI Board of potential nominees for RVSI Board
positions nor does the Company have a compensation committee charged with
reviewing and recommending to the RVSI Board compensation programs for the
Company's officers. These functions are performed by the RVSI Board as a
whole.
PROPOSED AMENDMENT TO THE 1996 STOCK PLAN
The 1996 Stock Plan (the "1996 Plan") was amended by the Board of Directors
on January 7, 1998 to increase the number of shares of Common Stock available
thereunder from 1,500,000 to 2,500,000, subject to the approval of the
Company's stockholders. The Company believes that it has been successful in
the past in attracting and retaining qualified employees, officers and
directors in part because of its ability to offer such persons options to
purchase Common Stock. The Company believes that the increase in the number of
shares reserved for issuance pursuant to the 1996 Plan is necessary for the
Company to continue to attract and retain qualified employees, officers and
directors.
The 1996 Plan provides for its administration by the RVSI Board or by a
stock option committee (the "Committee") appointed by the RVSI Board. The RVSI
Board or the Committee, as appropriate, has discretionary authority (subject
to certain restrictions) to determine the individuals to whom and the times at
which options will be granted and the number of shares subject to such
options. The RVSI Board or the Committee may interpret the provisions of the
1996 Plan and may prescribe, amend and rescind rules and regulations relating
thereto.
The purchase price of shares of Common Stock subject to an Incentive Stock
Option (within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code")), under the 1996 Plan may not be less than the
fair market value of the shares on the date upon which such option is granted.
In addition, in the case of an optionee who is also more than a 10%
stockholder of the Company, the purchase price of the shares may not be less
than 110% of the fair market value of the shares on the date upon which such
option is granted. Further, the aggregate fair market value (determined as of
the date of the option grant) of shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by the holder of
the option during any calendar year may not exceed $100,000. The option price
of non-qualified options granted under the 1996 Plan ("Non-Qualified Options")
is determined by the RVSI Board or the Committee, as appropriate, in its
absolute discretion at the time of grant, but shall in no event be less than
the minimum legal consideration required. In addition, option grants at less
than fair market value are intended to qualify as performance-based
compensation under Section 162(m) of the Code, and shall be exercisable only
upon the attainment of pre-established, objective performance goals.
The 1996 Plan is open to participation by employees, including officers of
the Company or of any subsidiary of the Company, as well as by non-employee
directors of, or consultants to the Company or any subsidiary of the Company.
At the Record Date, there were approximately 1,064 Company employees
(including 7 officers) as well as 10 non-employee Company directors and
consultants eligible to participate in the 1996 Plan.
Assuming approval of the proposed amendment to the 1996 Plan and after
giving effect thereto, there would be 2,500,000 shares of Common Stock
available for issuance under the 1996 Plan, of which, as of the Record Date,
1,486,079 shares would be reserved for then issued and outstanding options.
BOARD RECOMMENDATION
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present and voting in person or by proxy at the Meeting
is required for approval of this proposal. The RVSI Board recommends a vote
FOR such proposal.
7
<PAGE>
PROPOSAL TO AMEND RVSI'S CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED CAPITALIZATION
The RVSI Board has approved an amendment to the RVSI Certificate of
Incorporation to increase the number of shares of RVSI Common Stock which RVSI
shall be authorized to issue from 30,000,000 to 50,000,000. The RVSI Board
believes such action to be in the best interest of RVSI so as to make
additional shares available for future employee benefit programs, possible
acquisitions and financings and other corporate purposes. The additional
shares of RVSI Common Stock may be issued from time to time as the RVSI Board
may determine without futher action by the RVSI Stockholders. With the
exception of issuances of RVSI Common Stock upon future exercises of options
granted pursuant to RVSI's several employee benefit plans (collectively, the
"Stock Plans"), as well as upon future exercises of certain outstanding common
stock purchase warrants, no issuances of any additional shares of RVSI Common
Stock authorized by the proposed amendment is presently contemplated. RVSI
does not currently have any agreements, arrangements or understandings with
respect to any acquisition, financing, stock split or dividend.
RVSI Stockholders do not currently possess, nor upon the adoption of the
proposed amendment will acquire, preemptive rights which would entitle such
persons, as a matter of right, to subscribe for the purchase of any securities
of RVSI.
A broker who holds shares in street name will not be entitled to vote on the
amendment to the RVSI Certificate of Incorporation without instructions from
the beneficial owner. This inability to vote is referred to as a broker
nonvote. Abstentions and broker nonvotes will be counted for purposes of
determining the existence of a quorum at the Meeting. However, since this
proposal requires the affirmative vote of at least a majority of the shares of
RVSI Common Stock outstanding as of the Record Date, abstentions and broker
nonvotes will have the effect of a negative vote with respect to such
proposal, but not as to the other proposals to be considered at the Meeting.
RVSI Stockholders are urged to mark the boxes on the proxy card to indicate
how their shares will be voted.
BOARD RECOMMENDATION
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company is required for approval of this proposal. The RVSI Board
unanimously recommends a vote FOR this proposal.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
Set forth below is the aggregate compensation for services rendered in all
capacities to the Company during its fiscal years ended September 30, 1997,
1996 and 1995 by its Chief Executive Officer and each of its four other most
highly compensated executive officers whose compensation exceeded $100,000
during its fiscal year ended September 30, 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------- -----------------------------------------
AWARD PAYOUTS
------------------ ----------------------
OTHER RESTRICTED NUMBER LONG TERM ALL
NAME AND FISCAL ANNUAL STOCK OF INCENTIVE OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
------------------ ------ ------ ----- ------------ ---------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pat V. Costa............ 1997 $293,478 $50,000 -- -- -- -- $ 2,375(2)
Chief Executive Officer 1996 $252,801 $85,000 -- -- -- -- $ 2,250(2)
1995 $180,494 $55,300 -- -- -- -- $177,250(1)(2)
Steven J. Bilodeau...... 1997 $206,545 $45,000 -- -- -- -- $ 2,375(2)
Executive Vice
President 1996 $167,280 $75,000 -- -- -- -- $ 2,250(2)
1995 $142,312 $45,000 -- -- -- -- $ 2,250(2)
Earl H. Rideout......... 1997 $143,318 $25,000 -- -- -- -- $ 2,400(2)
Senior Vice President 1996 $122,747 $40,000 -- -- -- -- $ 2,250(2)
1995 $124,080 $19,000 -- -- -- -- $ 751(2)
Howard Stern............ 1997 $159,625 $30,000 -- -- -- -- $ 2,375(2)
Senior Vice President 1996 $144,544 $60,000 -- -- -- -- $ 2,250(2)
1995 $120,322 $33,500 -- -- -- -- $ 2,250(2)
Robert H. Walker........ 1997 $159,625 $35,000 -- -- -- -- $ 2,375(2)
Executive Vice
President 1996 $142,229 $60,000 -- -- -- -- $ 2,250(2)
1995 $116,165 $36,000 -- -- -- -- $ 2,250(2)
</TABLE>
- --------
(1) During fiscal 1992, the Company entered into a Stock Appreciation Rights
Agreement with Mr. Costa. Under the terms of this agreement, Mr. Costa
would receive a cash payment based on the appreciation in the market value
of the Company's Common Stock. The maximum cash payments which could be
made under this agreement were $50,000 for each of the fiscal years ended
September 30, 1993 and 1994, $75,000 for fiscal year ended September 30,
1995 and $100,000 for fiscal year ended September 30, 1996, provided
however, that the timing of these payments could have been accelerated by
the RVSI Board. Payments of $50,000 were made to Mr. Costa for each of the
years ended September 30, 1993 and 1994, and payments for the years ended
September 30, 1995 and September 30, 1996, which aggregated $175,000, were
made during fiscal 1995. No further payments will be made under this
agreement.
(2) Represents accrued and vested payments under the Retirement Plan. For Mr.
Costa, this amount equaled $2,250 for the fiscal year ended September 30,
1995.
9
<PAGE>
Set forth below is information with respect to grants of stock options
during the fiscal year ended September 30, 1997:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL OPTIONS EXERCISE OR
SECURITIES UNDERLYING GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME OPTIONS GRANTED FISCAL YEAR ($/SH) DATE
---- --------------------- ------------------------ ----------- ----------
<S> <C> <C> <C> <C>
Steven J. Bilodeau...... 75,000 $15.75 2/28/2003
55,289 $15.03 9/11/2003
------- --------
130,289 9.0%
</TABLE>
The 75,000 share grant was repriced on July 22, 1997 and is reported in the
Ten-Year Option Repricing table elsewhere herein.
Set forth below is further information with respect to the unexercised
options to purchase the Company's Common Stock under the Company's 1987, 1991,
1996 and 1996 Non-Executive stock option plans:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES SEPTEMBER 30, 1997 SEPTEMBER 30, 1997
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Pat V. Costa............ -- -- 207,326 309,699 $3,092,843 $830,768
Steven J. Bilodeau...... 12,500 $122,542 -- 200,000 -- $486,741
Earl H. Rideout......... -- -- 32,994 11,614 $ 500,489 $ 31,155
Howard Stern............ 38,000 $423,890 35,830 30,970 $ 532,453 $ 83,077
Robert H. Walker........ 27,080 $275,969 26,113 23,228 $ 356,508 $ 62,309
</TABLE>
10
<PAGE>
PENSION BENEFITS
The following table sets forth the estimated annual plan benefits payable
upon retirement in 1998 at age sixty-five after fifteen, twenty, twenty-five,
thirty and thirty-five years of credited service to the Company.
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------
REMUNERATION 15 20 25 30 35
------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$100,000........................... $20,163 $26,883 $33,604 $33,604 $33,604
$125,000........................... $25,863 $34,484 $43,104 $43,104 $43,104
$150,000........................... $31,563 $42,084 $52,604 $52,604 $52,604
$175,000........................... $33,843 $45,124 $56,404 $56,404 $56,404
$200,000........................... $33,843 $45,124 $56,404 $56,404 $56,404
$225,000........................... $33,843 $45,124 $56,404 $56,404 $56,404
$250,000........................... $33,843 $45,124 $56,404 $56,404 $56,404
$300,000........................... $33,843 $45,124 $56,404 $56,404 $56,404
$400,000........................... $33,843 $45,124 $56,404 $56,404 $56,404
$500,000........................... $33,843 $45,124 $56,404 $56,404 $56,404
</TABLE>
The amount of compensation covered by the Company's Pension Plan (the
"Pension Plan") is determined in accordance with rules established by the
Internal Revenue Service and includes all dollar items shown on the Summary
Compensation Table with the exception of 401(k) contributions. Effective with
the fiscal year beginning October 1, 1997, for purposes of calculating the
pension benefit, earnings are limited to $160,000, as adjusted for any cost of
living increases authorized by the Code. This earnings limit will continue to
be $160,000 for calendar year 1998.
At September 30, 1997, Messrs. Costa, Bilodeau, Rideout, Stern and Walker
had, respectively, 13, 13, 9, 26 and 14 years of credited service with the
Company.
A participant in the Pension Plan will receive retirement income based on
23% of his final average salary up to his applicable Social Security covered
compensation level plus 38% of any excess, reduced proportionately for less
than twenty-five years of credited service at normal retirement at age 65,
subject to the $160,000 limit described above. Final average salary is defined
in the Pension Plan as the average of a participant's total compensation
during the five consecutive calendar years in the ten calendar year period
prior to his normal retirement date which produces the highest average. A
participant is 100% vested in his accrued pension benefit after five years of
service as defined in the Pension Plan.
REPORT ON OPTION REPRICING
The Company's Option Plans were established as an employment incentive to
retain persons necessary for the development and financial success of the
Company. In July 1997, as a result of the decrease in the market price of the
Company's Common Stock during the preceding months and recognizing that
previously granted stock options had lost much of their value in motivating
employees (including the named executive officers) to remain with the Company
and share in its overall financial goals, the RVSI Board, pursuant to
authority granted under the Stock Plans, approved the repricing of 1,196,106
options, including 660,000 options granted to the named executive officers
("Old Options"). Such repricing was effected by offering to grant a reduced
number of new options ("New Options") at an exercise price of $14.13 per
share, which was the fair market value of the Company's Common Stock on July
22, 1997, in exchange for the Old Options, based on a replacement ratio of
$14.13 divided by the original price of the replaced option. New Options
covering 930,344 shares were issued in replacement of Old Options,
representing approximately 78% of the aggregate number of shares issuable
under the Old Options. New Options vested to the extent of 20% on January 22,
1998 and will vest to the extent of an additional 20% on July 22, 1998 and,
thereafter, to the extent of an additional 20% per annum until fully vested.
All of the New Options will expire on July 22, 2002. However, New Options for
the named executive officers, directors and certain other senior employees
will not become exercisable until the earlier of (i) 7 years from the
11
<PAGE>
replacement date of the Old Options or (ii) until the market price of the
Company's Common Stock first equals or exceeds the exercise prices of their
respective Old Options. By repricing the Old Options, the Company intends to
reward key employees who held Old Options, including the named executive
officers, for their contributions to the Company. In addition, the repricing
of the Old Options reduced the total number of shares of the Company's Common
Stock underlying all outstanding options immediately prior to such repricing
by 265,762.
The following table summarizes all repricings of options held by any
executive officer of the Company during the Company's last ten fiscal years:
TEN-YEAR OPTION REPRICING
<TABLE>
<CAPTION>
LENGTH OF
ORIGINAL
NUMBER OF OPTION TERM
SECURITIES EXERCISE REMAINING AT
UNDERLYING MARKET PRICE OF PRICE AT DATE OF
OPTIONS NEW STOCK AT TIME TIME OF NEW REPRICING OR
DATE OF REPRICED OR # OF OF REPRICING OR REPRICING OR EXERCISE AMENDMENT
NUMBER AND POSITION REPRICING AMENDED (#) OPTIONS AMENDMENT($) AMENDMENT($) PRICE($) (YEARS)
------------------- --------- ----------- ------- --------------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Pat V. Costa............ 7/22/97 400,000 309,699 $14.13 $18.25 $14.13 4.5
Chief Executive Officer 3/26/92 56,668 56,668 $ 1.22 $ 4.06 $ 1.22 0.1
12/12/91 113,332 113,332 $ 1.00 $ 4.06 $ 1.00 0.4
Steven J. Bilodeau...... 7/22/97 100,000 77,425 $14.13 $18.25 $14.13 4.5
Executive Vice Presi-
dent 7/22/97 75,000 67,286 $14.13 $15.75 $14.13 5.6
3/26/92 13,900 13,900 $ 1.22 $ 4.06 $ 1.22 0.3
3/26/92 11,000 11,000 $ 1.22 $ 4.06 $ 1.22 0.8
3/26/92 42 42 $ 1.22 $ 4.19 $ 1.22 1.8
12/12/91 19,958 19,958 $ 1.00 $ 4.19 $ 1.00 2.1
12/12/91 10,000 10,000 $ 1.00 $ 4.25 $ 1.00 3.5
12/12/91 20,000 20,000 $ 1.00 $ 6.44 $ 1.00 1.8
Earl H. Rideout......... 7/22/97 15,000 11,614 $14.13 $18.25 $14.13 4.5
Senior Vice President 3/26/92 9,990 9,990 $ 1.22 $ 5.50 $ 1.22 1.9
12/12/91 20,010 20,010 $ 1.00 $ 5.50 $ 1.00 2.2
Howard Stern............ 7/22/97 40,000 30,970 $14.13 $18.25 $14.13 4.5
Senior Vice President 3/26/92 22,754 22,754 $ 1.22 $ 4.06 $ 1.22 0.1
12/12/91 45,576 45,576 $ 1.00 $ 4.06 $ 1.00 0.4
Robert H. Walker........ 7/22/97 30,000 23,228 $14.13 $18.25 $14.13 4.5
Executive Vice Presi-
dent 3/26/92 2,511 2,511 $ 1.22 $ 4.06 $ 1.22 0.8
3/26/92 14,000 14,000 $ 1.22 $ 6.44 $ 1.22 1.5
12/12/91 4,489 4,489 $ 1.00 $ 4.06 $ 1.00 1.1
12/12/91 28,580 28,580 $ 1.00 $ 4.06 $ 1.00 0.4
</TABLE>
EMPLOYEE AGREEMENTS
Mr. Pat Costa is employed as Chief Executive Officer and President of the
Company under an indefinite term agreement which currently provides for an
annual base salary of $315,000. Pursuant to the terms of his employment
agreement, Mr. Costa has been granted certain rights in the event of the
termination of his employment or a change in control of the Company.
Specifically, in the event of termination for any reason other than for cause
and other than voluntarily, Mr. Costa will be entitled to the continuance of
salary and certain fringe benefits for a period of twelve months and may
exercise all outstanding stock options which are exercisable during the
twelve-month period following termination at any time within such twelve-month
period. In the event of the occurrence of a change in control of the Company
(as defined in his employment agreement) and, further, in the event that Mr.
Costa is not serving in the positions of Chief Executive Officer, President
and Chairman of the Company (other than for cause) within one year thereafter,
Mr. Costa will be entitled to exercise all outstanding stock options,
regardless of when otherwise exercisable, during the six-month period
following the termination date of his employment.
12
<PAGE>
The Company has also granted certain rights in the event of termination of
employment to Messrs. Bilodeau, Howes, Rideout, Stern and Walker.
Specifically, in the event of involuntary termination other than for cause,
each officer will be given a termination package which provides for three
months severance pay and continued benefits, with the exception of Mr. Rideout
whose employment agreement allows for six months severance pay and Mr. Howes
whose agreement provides for six months of severance pay should his
termination occur within three years from his date of hire. In addition, the
Company has agreed to provide a maximum of one hundred days' advance written
notice to Messrs. Bilodeau, Stern and Walker in the event the Company should
desire to terminate their employment other than for cause. In such event, each
such person shall be entitled to exercise all outstanding stock options,
regardless of when otherwise exercisable, during a specified period following
such termination.
DIRECTORS' COMPENSATION
During the fiscal year ended September 30, 1997, directors who were not
otherwise employees of the Company were compensated at the rate of $1,500 for
attendance at each one-day and $2,500 for each two-day meeting of the RVSI
Board or any committee thereof; $750 for attendance at any second meeting held
during the same day and $200 for participation at a telephonic meeting or
execution of a consent in lieu of a meeting. In addition, outside directors
are granted stock options periodically, typically on a yearly basis.
REPORT ON EXECUTIVE COMPENSATION
RVSI does not have a compensation committee charged with reviewing and
recommending to the RVSI Board compensation programs for the Company's
executive officers. These functions are performed by the RVSI Board as a
whole.
Compensation Philosophy
RVSI believes that executive compensation should:
. provide motivation to achieve strategic goals by tying executive
compensation to Company performance, as well as affording recognition of
individual performance,
. provide compensation reasonably comparable to that offered by other high-
technology companies in a similar industry, and
. align the interests of executive officers with the long-term interests of
the Company's stockholders through the award of equity purchase
opportunities.
RVSI's compensation plan is designed to encourage and balance the attainment
of short-term operational goals, as well as the implementation and realization
of long term strategic initiatives. As greater responsibilities are assumed by
an executive officer, a larger portion of compensation is "at risk".
This philosophy is intended to apply to all management, including RVSI's
Chief Executive Officer, Pat V. Costa.
Compensation Program
RVSI's executive compensation program has three major components: base
salary, short-term incentive bonus payments and long-term equity incentives.
Compensation packages offered to executive officers are based primarily on
the recommendations of nationally recognized compensation and benefits
consulting firms hired by the Company. The Company seeks to position total
compensation at or near the median levels of other high-tech companies in a
similar industry.
Individual performance reviews are generally conducted annually. Increases
in fiscal year 1997 were based on an individual's sustained performance,
compensation study recommendations and the achievement of the Company's
revenue, profit and earnings per share goals. RVSI does not assign specific
weighting factors when measuring performance; rather, subjective judgment and
discretion is exercised in light of RVSI's overall compensation philosophy.
13
<PAGE>
Base salary is determined by evaluating individual responsibility levels
utilizing independent compensation surveys to determine appropriate salary
ranges and evaluating the individual performance.
Short-term incentive bonus payments, generally, are paid to executive
officers on an annual basis. The award of bonuses and their size, in
substantial part, are linked to predetermined earnings targets, creating
direct linkage between pay and Company profitability.
The RVSI Board believes that executive officers who are in a position to
make a substantial contribution to the long term success of the Company and to
build stockholder value should have a significant equity stake in the
Company's on-going success. Accordingly, one of the Company's principal
motivational methods has been the award of stock options. In addition to
financial benefits to executive officers, if the price of RVSI's Common Stock
during the term of any such option increases beyond such option's exercise
price, the program also creates an incentive for executive officers to remain
with the Company since options generally vest and become exercisable over a
five-year period and the first increment is not exercisable until one year
after the date of grant.
Chief Executive Officer Compensation
Pat V. Costa's compensation is determined substantially in conformity with
the compensation philosophy, discussed above, that is applicable to all of
RVSI's executive officers. Performance is measured against predefined
financial, operational and strategic objectives.
In establishing Mr. Costa's base salary and bonus the RVSI Board took into
account both corporate and individual achievements. Based upon an executive
compensation study performed for the Company in January 1997 by William M.
Mercer, Inc., an independent compensation consultant, Mr. Costa's 1996 cash
compensation was approximately 35% below the median compensation of chief
executive officers of other high-technology companies in a similar industry.
The Company has continued to review its executive compensation with
compensation and benefits consultants on a regular basis. Results of the
analysis of 1997 compensation are pending.
Mr. Costa's performance objectives included quantitative goals related to
increasing revenues, earnings per share and gross profit margin. His goals
also included significant qualitative objectives such as evaluating merger and
acquisition opportunities, increasing global market penetration and
diversifying the Company's products.
In measuring Mr. Costa's performance against these goals, the RVSI Board
took note of the fact that RVSI's fiscal 1997 revenues increased by 6% on a
pro forma basis and its gross margin increased from 48% to 50%. International
sales increased by 12% in the past fiscal year and backlog doubled to $30
million. In addition, under Mr. Costa's leadership, RVSI acquired Acuity
Imaging, Inc. ("Acuity") in September 1995, followed by acquisitions of
International Data Matrix, Inc. ("I.D. Matrix") in October 1995, Northeast
Robotics, Inc. ("NER") in May 1996, Computer Identics Corporation ("CI") in
August 1996 and Systemation Engineered Products, Inc. ("Systemation") in
October 1996, respectively. In December 1997, RVSI acquired Vanguard
Automation, Inc. ("Vanguard"). These six acquisitions, strategically combining
Acuity's, I.D. Matrix' and CI's 2-D vision and bar code technologies, NER's
imaging solutions for difficult lighting situations, Systemation's component
processing systems and Vanguard's ball grid array and chip scale packaging
equipment with RVSI's own 3-D vision technology, have positioned RVSI as the
largest company supplying a broad line of 1-D, 2-D and 3-D vision-based
systems and as a leader in electro-optical sensor technology.
Tax Considerations
Section 162(m) of the Code generally limits the deductibility of
compensation in excess of $1 million paid to the chief executive officer and
the four most highly compensated officers. Certain performance-based
compensation is excluded by Section 162(m)(4)(C) of the Code in determining
whether the $1 million cap applies. Currently the total compensation,
including salary, bonuses and excludable stock options for any of the named
executives does not exceed this limit. If in the future this regulation
becomes applicable to RVSI, the RVSI Board will not necessarily limit
executive compensation to that which is deductible, but will consider
alternatives to preserving the deductibility of compensation payments and
benefits to the extent consistent with its overall compensation objectives and
philosophy.
14
<PAGE>
Summary
The RVSI Board will continue to review the Company's compensation programs
to assure such programs are consistent with the objective of increasing
stockholder value.
THE BOARD OF DIRECTORS
Pat V. Costa, Chairman
<TABLE>
<S> <C>
Frank A. DiPietro Mark J. Lerner
Jay M. Haft Howard Stern
Tomas Kohn Robert H. Walker
Donald J. Kramer Steven J. Bilodeau
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended September 30, 1997, the following officers
participated in discussions concerning executive officer compensation: Pat V.
Costa, Howard Stern and Robert H. Walker. Each of the named participants did
not participate in discussions concerning his own compensation.
15
<PAGE>
PERFORMANCE GRAPH
FIVE YEAR CUMULATIVE PERFORMANCE
TOTAL RETURN FOR: 9/30/92 9/30/93 9/30/94 9/29/95 9/30/96 9/30/97
RVSI 100.00 260.9 426.1 1617.4 921.7 1173.9
S&P 500 100.00 112.9 117.1 152.2 183.3 257.9
NASDAQ NON-FINANCIAL 100.00 130.2 129.5 180.5 210.7 283.0
NOTES:
A.STOCKHOLDER RETURNS ASSUME $100 WAS INVESTED ON SEPTEMBER 30, 1992, WITH ANY
DIVIDENDS REINVESTED.
B. TRADING ACTIVITY FOR RVSI FROM 11/21/91 THROUGH 1/4/94 WAS ON THE OTC
BULLETIN BOARD; THE BALANCE OF TRADING DATA WAS AS REPORTED BY THE NASDAQ
NATIONAL MARKET.
16
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of January 9, 1998, GM owned approximately 5.0% of the Company's
outstanding Common Stock. Sales to GM accounted for less than 1% of the
Company's total sales for the Company's fiscal year ended September 30, 1997.
Mr. Jay M. Haft, a director of the Company, is of counsel of Parker Duryee
Rosoff & Haft, the Company's general counsel prior to March 1, 1997.
Mr. Mark J. Lerner, a director of the Company, is President of Morgen, Evan
& Company, Inc. ("MECO"). Mr. Lerner, through MECO, provided consultation
services relative to the Company's international marketing and sales efforts.
In accordance with an agreement dated December 1993 (which was prior to his
becoming a Director of RVSI), during the fiscal years ended September 30, 1996
and September 30, 1997, the Company compensated Mr. Lerner, through MECO, in
cash in the amounts of $87,369 and $62,390, respectively, as well as with
four-year warrants, at exercise prices of $12.88 and $13.13, respectively, to
acquire an aggregate of 42,434 and 2,565 shares of RVSI Common Stock,
respectively. All warrants were issued at the fair market value of RVSI's
Common Stock on the date of grant. The Company believes that the compensation
paid by it to MECO was no greater than what would have had to be paid to an
unaffiliated person for substantially similar services.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The RVSI Board has selected Deloitte & Touche LLP to audit the accounts of
the Company for the fiscal year ending September 30, 1998. Such firm, which
has served as the Company's independent auditor since 1986, has reported to
the Company that none of its members has any direct financial interest or
material indirect financial interest in the Company.
Unless instructed to the contrary, the persons named in the enclosed proxy
intend to vote the same in favor of the ratification of Deloitte & Touche LLP
as the Company's independent auditors.
A representative of Deloitte & Touche LLP is expected to attend the Meeting
and will be afforded the opportunity to make a statement and/or respond to
appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 1998 Annual
Meeting of Stockholders pursuant to the provisions of Rule 14a-8, promulgated
under the Exchange Act, must be received by the Company's offices in
Hauppauge, New York by December 9, 1998 for inclusion in the Company's proxy
statement and form of proxy relating to such meeting.
17
<PAGE>
ROBOTIC VISION SYSTEMS, INC.
425 RABRO DRIVE EAST
HAUPPAUGE, NEW YORK 11788
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Pat V. Costa and Howard Stern as Proxies,
each with the power to appoint his substitute, and hereby authorizes each of
them, and each of them, to represent and vote, as designated on the reverse side
hereof, all the shares of Common Shares of Robotic Vision Systems, Inc. ("the
Company") held of record by the undersigned on February 26, 1998, at the Annual
Meeting of Stockholders to be held on Thursday, April 9, 1998 or any adjournment
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, 3 AND 4.
(To Be Signed on Reverse Side)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FOR all nominees WITHHOLD
listed at right (except AUTHORITY
as marked to the to vote for all nominees
contrary at right) listed at right Nominees: Pat V. Costa
1. Election of Frank A. DiPietro
Directors: [ ] [ ] Jay M. Haft
Tomas Kohn
(INSTRUCTION: To withhold authority to vote for any individual Donald J. Kramer
nominee, strike such nominee's name from the list at right) Mark J. Lerner
Howard Stern
Robert H. Walker
Steven J. Bilodeau
FOR AGAINST ABSTAIN
2. To consider and vote upon a proposal to
increase the number of shares in the 1996 [ ] [ ] [ ]
Stock Plan from 1,500,000 to 2,500,000
3. To consider and vote upon a proposal to
award the Company's Certificate of
Incorporation to increase the number of [ ] [ ] [ ]
shares of Common Stock authorized
thereunder from 30,000,000 to
50,000,000.
4. To ratify the selection of Deloitte & Touche
LLP as the Company's independent auditors [ ] [ ] [ ]
for the fiscal year ending September 30, 1998.
5. To transact such other business as may
properly come before the Meeting.
</TABLE>
<PAGE>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
SIGNATURE DATE DATE
--------------------- ---------------- --------------- ---------
Signature If
Held Jointly
NOTE: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or
other authorized officer. If a partnership, please sign in partnership
name by an authorized person.
