DYNAMICS RESEARCH CORPORATION
60 Frontage Road
Andover, Massachusetts 01810
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 27, 1999
To the Stockholders:
The Annual Meeting of the stockholders of Dynamics Research Corporation
will be held at 3:30 p.m. on Tuesday, April 27, 1999 on the 33rd Floor of
The State Street Bank and Trust Building, 225 Franklin Street, Boston,
Massachusetts, for the following purposes:
1. To fix the number of directors for the ensuing year and to elect the
Class III Directors,
2. To consider and act upon such other matters as may properly come before
the meeting.
Only stockholders of record at the close of business on March 19, 1999 will
be entitled to receive notice of and to vote at the meeting.
By order of the Board of Directors,
John L. Wilkinson
Clerk
March 26, 1999
IMPORTANT
All stockholders are urged to complete and mail the enclosed proxy promptly
whether or not you plan to attend the meeting in person. The enclosed
envelope requires no postage if mailed in the U.S.A. or Canada.
Stockholders attending the meeting may revoke their proxies and personally
vote on all matters which are considered. It is important that your shares
be voted.
DYNAMICS RESEARCH CORPORATION
60 Frontage Road
Andover, Massachusetts 01810
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 27, 1999
GENERAL
The accompanying proxy is solicited by the Board of Directors of Dynamics
Research Corporation (the "Company") to be voted at the 1999 Annual Meeting
of Stockholders to be held on April 27, 1999.
Shares represented by proxies in the accompanying form, if properly executed
and returned and not revoked, will be voted at the Annual Meeting. To be
voted, proxies must be filed with the Clerk prior to voting. Proxies will
be voted as specified by the stockholders. If no specification is made,
the proxy will be voted for the election of the Class III directors unless
authority to vote has been withheld. A proxy may only be revoked by written
revocation received by the Clerk of the Company prior to the exercise
thereof.
Stockholders of record at the close of business on March 19, 1999 are
entitled to notice of and to vote at the Annual Meeting. There were
7,356,090 shares of Common Stock, $.10 par value per share, outstanding
as of that date, each entitled to one vote.
This proxy statement and the enclosed proxy are being mailed to stockholders
on or about the date of the Notice of Annual Meeting.
The cost of solicitation of proxies will be borne by the Company.
Employees of the Company may also solicit proxies by mail, telephone or
personal interview.
Proposal 1
ELECTION OF DIRECTORS
Under Massachusetts law, the Board of Directors of the Company is
classified into three classes, as nearly equal in number as possible,
having staggered terms of three years each with the term of office of one
class expiring each year. The enclosed proxy will be voted to fix the
number of directors at six and to elect the persons named below, unless
otherwise instructed, as the Class III directors for terms of three years
expiring at the 2002 Annual Meeting of Stockholders or until their
respective successors are elected and qualified. If either nominee
should become unavailable, proxies will be voted for a substitute nominee
designated by the Board of Directors or to fix the number of directors at a
lesser number, unless instructions are given to the contrary. The current
Board has no reason to expect that the nominees will become unavailable to
serve.
Year First Elected
Name Age Principal Occupation A Director
Nominees for Election as Class III Directors-
Terms Expiring in 2002
Kenneth F. Kames 64 Vice President,
New Business Development 1997
The Gillette Company
Albert Rand 72 President and Chief Executive 1984
Officer of the Company
Continuing Class I Directors - Terms Expiring in 2000
Martin V.
Joyce, Jr. 52 Vice President, 1997
A.T. Kearney, Inc.
General
James P. Mullins 70 Executive Consultant 1991
(U.S.A.F., retired)
Continuing Class II Directors - Terms Expiring in 2001
Francis J. Aguilar 66 Professor of Business
Administration, 1987
Emeritus, Harvard University
Graduate School of Business
Administration
Education Alliance
Executive Director of Management
John S.
Anderegg, Jr. 75 Chairman of the Company 1955
The principal occupation of the above nominees and continuing directors has
been that set forth above throughout the past five years except for Mr.
Joyce who served as President, New Ventures Division of Blue Cross & Blue
Shield of Massachusetts during 1994.
Mr. Joyce and Mr. Kames were elected directors by the Board.
Dr. Aguilar is also a director of Bowater, Inc. and Burr-Brown Corporation.
Mr. Anderegg is a director of Ivy and MacKenzie Mutual Funds, and Burr-Brown
Corporation.
Board Meetings and Committees
The Board of Directors held four meetings during 1998.
The Audit Committee, consisting of Dr. Aguilar and General Mullins, reviews
with the independent auditors the financial statements and reports issued
by the Company, reviews the Company's internal accounting procedures,
controls and programs and makes recommendations to the Board of Directors
on the engagement of the independent auditors. The Audit Committee held
two meeting during 1998. Mr. Kames became a member of the Audit Committee
in February 1999.
The Compensation Committee, consisting of Messrs. Kames and Joyce,
administers the 1993 Equity Incentive Plan, including the granting of
options and other awards under that plan, reviews the compensation policies
of the Company and approves the compensation of the officers. The
Compensation Committee held three meetings during 1998.
The Company does not have a standing nominating committee.
PRINCIPAL STOCKHOLDERS
Common Stock Ownership of Certain Beneficial Owners and Management
The following table shows the beneficial ownership of the Common Stock of
the Company as of March 19, 1999 by persons or groups known to the Company
to be the beneficial owner of more that 5% of its outstanding common stock,
based on filings with the Securities and Exchange Commission, each director,
each executive officer listed in the Summary Compensation Table below and
all directors and executive officers as a group. Except as otherwise
indicated, the beneficial owners listed below have sole investment and
voting power with respect to their shares.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
John S. Anderegg, Jr 878,887(1) 11.9
c/o Dynamics Research Corporation
60 Frontage Road
Andover, MA 01810
Albert Rand 345,090(2) 4.7
c/o Dynamics Research Corporation
60 Frontage Road
Andover, MA 01810
Francis J. Aguilar 32,438(3) *
Martin V. Joyce, Jr 9,400(4) *
Kenneth F. Kames 2,400(5) *
James P. Mullins 16,760(6) *
John L. Wilkinson 15,567(7) *
Douglas R. Potter 59,572(8) *
Chester Ju 123,801(9) 1.7
DFA Investment Dimensions Group, Inc 591,146(10) 8.0
c/o Dimensional Fund Advisors, Inc.
1299 Ocean Avenue - 11th Floor
Santa Monica, CA 90401
Schroder Capital Management Inc.
787 Seventh Avenue
New York, NY 10019-6090 516,640(11) 7.0
All directors and executive officers
as a group (9 persons) 1,483,915(12) 20.2
*Less than 1% of the outstanding shares of Common Stock.
(1) Includes 58,300 shares held by Mr. Anderegg as custodian for his
children, 84,902 shares held in the estate of Mrs. Anderegg
(deceased), of which Mr. Anderegg is executor, 5,220 shares held by
the current Mrs. Anderegg and 24,589 shares owned by one of Mr.
Anderegg's children who resides with him, as to all of which he
disclaims beneficial ownership.
(2) Includes options to purchase 147,200 shares which are currently
exercisable or will be exercisable within 60 days of March 19,
1999.
(3) Includes 11,659 shares held in a pension plan over which Dr.
Aguilar has sole voting and investment power. Includes options
to purchase 9,120 shares which are currently exercisable or will
be exercisable within 60 days of March 19, 1999.
(4) Includes options to purchase 4,400 shares which are currently
exercisable or will be exercisable within 60 days of March 19, 1999.
(5) Includes options to purchase 2,400 shares which are currently
exercisable or will be exercisable within 60 days of March 19, 1999.
(6) Includes options to purchase 9,120 shares which are currently
exercisible or will be exercisable within 60 days of March 19, 1999.
(7) Includes options to purchase 9,920 shares which are currently
exercisable or will be exercisable within 60 days of March 19, 1999.
(8) Includes options to purchase 58,120 shares which are currently
exercisable or will be exercisable within 60 days of March 19, 1999.
(9) Includes options to purchase 72,200 shares which are currently
exercisable or will be exercisable within 60 days of March 19, 1999.
(10) Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of
591,146 shares, all of which shares are owned by investment
companies and their investment vehicles for which Dimensional
serves as investment advisor and investment manager. Dimensional
has the sole power to vote and dispose of these shares. Dimensional
disclaims beneficial ownership of all such shares.
(11) As reported on Schedule 13G filed with the Securities and Exchange
Commission on February 11, 1999, Schroder Capital Management Inc.
is deemed to have beneficial ownership of 516,640 shares and has
the sole power to dispose of 516,640 shares and has the sole power
to vote 455,700 of these shares.
(12) Includes options to purchase 234,679 shares which are currently
exercisable or will be exercisable within 60 days of March 19, 1999.
COMPENSATION AND RELATED MATTERS
Compensation of Directors
Directors who are not employees of the Company receive an annual fee of
$20,000 for serving as directors. No additional compensation is paid to
those directors who serve on a committee of the Board of Directors.
The Company has a Deferred Compensation Plan under which non-employee
directors may elect to defer their directors fees. Amounts deferred
for each participant are credited to a separate account, and interest at the
lowest rate at which the Company borrowed money during each quarter or, if
there was no such borrowing, at the prime rate, is credited to such account
quarterly. The balance in a participant's account is payable in a lump
sum or in installments when the participant ceases to be a director. Dr.
Aguilar deferred his 1998 director fees. Interest accrued as of December
31, 1998 on all such director fees deferred by Dr. Aguilar to date was
$9,807.
Under the 1995 Stock Option Plan for Non-Employee Directors, each director
who is not an employee of the Company is granted an initial grant of an
option to purchase 5,000 shares of common stock and an annual grant of an
option to purchase 1,000 shares, each at an exercise price equal to fair
market value on the date of grant. All options granted under this plan
become exercisable in three equal installments on each of the first, second
and third anniversaries of the date of grant.
Executive Compensation
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation earned by the President and
Chief Executive Officer and each of the Company's other executive officers
who earned salary and bonus in excess of $100,000 for the year ended
December 31, 1998 (the "named executive officers") for services rendered
during 1998, 1997, and 1996.
Annual Long Term
Compensation Compensation
Name and Other Shares All Other
Principal Annual Underlying Compensation
Position Year Salary($) Bonus($) Comp.($)(2) Options (#) ($) (1)
Albert Rand 1998 300,000 50,942 2,400
President & 1997 260,000 40,000(3) 2,375
C.E.O. 1996 235,000 2,375
John S.
Anderegg, Jr 1998 195,000 58,067 2,400
Chairman 1997 195,000 58,067 2,375
1996 195,000 58,067 2,375
Douglas R.
Potter 1998 175,000 12,000 2,400
V.P.of
Finance & 1997 162,000 20,000 2,375
C.F.O. 1996 150,000 26,400 2,250
John L.
Wilkinson 1998 145,000 7,000 6,000 2,362
V.P. of
Human 1997 142,000 2,126
Resources
& Clerk 1996 135,000 2,025
Chester Ju 1998 170,000 20,000 12,000 2,400
V.P. of
Encoder and 1997 160,000 40,000 13,200 2,375
Metrigraphics
Divs. 1996 150,000 15,000 26,400 2,375
(1) Consists of employer's match for the 401 (K) plan.
(2) Consists of distributions from the Company's Defined Benefit Pension Plan.
(3) Paid in 1998 based on performance for 1997.
Option Grants in Last Fiscal Year
The table below shows information regarding grants of stock options,
if any, made to the named executives during fiscal 1998. The amounts
shown for each of the named executives as potential realizable values
are based on arbitrarily assumed annualized rates of stock price
appreciation of five percent and ten percent over the full term of the
options, pursuant to applicable Securities and Exchange Commission
regulations. Actual gains, if any, on option exercises are dependent on the
future performance of the Common Stock and overall stock market conditions.
Potential Realizable Value
Individual Grants Assumed Annual Rates of
% of Total Exercise Stock Price Appreciation
Options Options Granted or Base for Option Term
Granted to Employees Price Expiration
($) in Fiscal Year ($/Sh) Date 5% ($) 10%($)
Douglas R.
Potter 12,000 13% 10.00 2/17/08 139,967 255,749
John Wilkinson 6,000 6% 10.00 2/17/08 69,984 127,875
Chester Ju 12,000 13% 10.00 2/17/08 139,967 255,749
(1) Options become exercisable 1/3 each year, commencing on the first
anniversary of the grant, with full vesting on the third anniversary.
(2) The exercise price and tax withholding obligations may be paid,
at the option of the Board, by delivery of already owned shares.
Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year-End Option Values
The following table presents the value of unexercised options held by the
named executive officers at fiscal year-end. John S. Anderegg, Jr. did
not hold any options during 1998.
Number of Value of
Shares Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Options Exercised in 1998 12/31/98(#) 12/31/98($)(1)
Shares Acquired Value Exercisable/(E) Exercisable/(E)
Name on Exercise (#) Realized ($) Unexercisable(U) Unexercisable(U)
Albert Rand 43,924 196,911 147,200E 359,797E
- -U - -U
Douglas R. Potter - - - - 58,120E 95,461E
- - 8,000U - -U
John L. Wilkinson - - - - 9,920E 21,780E
4,000U - -U
Chester Ju - - - - 72,200U 67,743E
12,400U - -U
(1) Based on market value at 12/31/98 of $5.875 per share less respective
exercise prices.
Report of the Compensation Committee of the Board of Directors
The Compensation Committee of the Board of Directors administers the
Company's executive compensation program. The committee is composed of
Messrs. Kames and Joyce, both of whom are independent non-employee
directors. The Committee meets formally and consults informally during the
year. The Committee is responsible for recommending to the Board of
Directors the compensation of all the officers of the Company and for
reviewing the design and effectiveness of executive compensation policies.
All awards of stock options and restricted stock to the Company's employees
are made by the Committee.
Compensation Philosophy and Objectives
The Company's executive compensation program consists of base salary,
potential cash bonus incentives and long-term incentives in the form of
stock options. Its objectives are four-fold:
* Provide base compensation that enables the Company to attract and retain
key executives.
* Provide executive officers with total direct remuneration which is
competitive with similarly sized companies for comparable performance.
* Reward executives for outstanding achievements which clearly benefit the
Company.
* Align the interest of the Company's executives with the long-term
interests of shareholders.
The executive compensation program provides an overall level of compensation
opportunity which the Compensation Committee believes is competitive with
other companies of comparable size and complexity. Actual compensation will
vary with annual and long-term Company performance, as well as individual
performance and longevity, and hence may be greater or less than actual
compensation at other companies. The Committee uses its discretion to
establish executive compensation at levels which in its judgment are
warranted by external or internal factors as well as an executive's
individual circumstances. In arriving at what it considers appropriate
levels and components of compensation, the Compensation Committee utilizes
industry compensation data provided by nationally recognized compensation
information sources.
Executive Compensation Program Components
The particular elements of the compensation program are discussed more
fully below:
Base Salary. The Committee maintains base salary levels for executives that,
based on its analysis of pertinent compensation data, are competitive with
other companies of comparable size and complexity.
Base salaries of executives are determined by the potential impact of the
individual on the Company and its performance, salaries paid by other
companies for comparable positions, individual performance against goals
and the overall performance of the Company.
Cash Bonuses. The Compensation Committee may approve discretionary cash
bonuses as a means of rewarding executives (and other employees) for
significant Company and individual performance. These cash awards are
not based on a specific formula; rather, they are intended to be
compensation in recognition of outstanding accomplishments that result in
clearly quantitative or qualitative benefit to the Company.
Long-Term Incentives. Long-term incentives are provided in the form of
stock options. The Committee and the Board of Directors believe that
management's ownership of a significant equity interest in the Company
aligns the long-term interests of management and shareholders and is an
important incentive and contributing factor toward building shareholder
value. Stock options, therefore, are granted at the market value of
the common stock on date of grant. The value received by the executive
from a stock option granted depends on increases in the market price of
the Company's common stock during the term of the option. Consequently,
the value of the compensation is proportionate to increases in shareholder
value. Grants of stock options are made by the Compensation Committee in
its discretion based both upon the executive's actual contribution to the
Company's current performance and his expected contribution toward meeting
the Company's long-term financial/strategic goals.
CEO Compensation
Mr. Rand's base salary increased to $300,000 in 1998. In determining Mr.
Rand's compensation for 1998, the Committee took into consideration the
above described compensation philosophy, the Company's financial
performance, and progress toward achieving strategic goals of growth
and broadening of the Company's business. The Committee also considered
information with respect to chief executive compensation for companies of
comparable size in similar industries.
The Compensation Committee
of the Board of Directors:
Kenneth F. Kames
Martin V. Joyce, Jr.
Performance Graph
The following graph illustrates the return that would have been realized
(assuming reinvestment of dividends) by an investor who invested $100
on December 25, 1993 in each of (i) the Company's Common Stock, (ii) the
NASDAQ Stock Market - Composite U.S. Index and (iii) a Peer Group of
companies as listed below:
LEGEND
Dynamics
Research NASDAQ Peer
Corporation Composite Group
1993 100 100 100
1994 65 98 113
1995 202 138 169
1996 220 170 252
1997 307 209 263
1998 184 293 236
Companies in Self- Determined Peer Group:
Analysis & Technology Inc. CACI International Inc.
Comarco Inc. Geodynamics Corp.
Perceptronics Inc Nichols Research Corp.
Severance Agreements
The Company has severance agreements with Messrs. Anderegg and Rand. Under
these agreements, the Company agrees to pay severance benefits to each such
executive if his employment is terminated for any reason other than for
cause (as defined in the agreements) or if the executive terminates his
employment as a result of a specified justification, within two years
following a change of control of the Company. A change in control
includes the acquisition of 20% or more of the combined voting power
of the Company's then-outstanding securities, other changes in control
of a kind required to be reported by certain regulatory authorities,
and certain changes in membership of the Board of Directors. Under
the agreements, the executive is entitled to a severance payment equal
to 299% of his average annual base salary and bonus for the two calendar
years immediately prior to a change in control. In addition, the executive
is entitled to certain other benefits, including the acceleration of the
exercisability of outstanding stock options, continued participation for
up to three years in life, accident, medical, health and other similar
plans and programs in which the executive participated prior to the
change in control, and the payment by the Company of any legal fees and
expenses incurred as a result of such termination of employment. At the
option of the executive, the payments or benefits payable under the
agreement may be decreased to the extent necessary to avoid any excise
taxes payable as a result of the severance benefits. Such severance
payments would not be reduced for compensation received by the executive
from any new employment.
Indemnification Agreements
The Company has indemnification agreements with each of its directors.
Each indemnification agreement entitles the director to be indemnified by
the Company for any liabilities and expenses incurred in connection with
the defense or disposition of any legal claim or action brought or
threatened against him or her by reason of (i) being or having been a
director of the Company or (ii) serving or having served at the Company's
request as a director of another organization or in any capacity with respect
to an employee benefit plan. The indemnification agreement also requires
the Company to advance payment for any expenses incurred by a director
in connection with such an action. However, a director will not receive
indemnification under the agreement if he or she is found not to have
acted in good faith in the reasonable belief that his or her actions
were in the best interest of the Company. The indemnification provided
under the indemnification agreement is required whether or not an action
is brought asserting that the director seeking indemnification acted
unlawfully or acted to create an improper personal benefit, unless the
director is actually found not to have acted in good faith in the
reasonable belief that his or her actions were in the best interests of
the Company. The rights under the indemnification agreement are in
addition to any rights of indemnification the director may have under
the Company's Articles of Incorporation or By-laws or otherwise and
are not subject to any limitations which may be contained in the
Company's Articles of Incorporation or By-laws.
Consulting Agreement
The Company has a post-employment consulting agreement with Albert Rand.
The agreement is for a term of five years and begins on the date of his
retirement. Compensation under this agreement will be $60,000 annually.
Pension Plan
The following table sets forth the annual benefits payable as a life
annuity which would be payable under the Company's noncontributory defined
benefit Pension Plan at normal retirement at age 65 to participants having
the years of service and average annual earnings as indicated in the table,
assuming all such participants attained age 65 in 1997:
ESTIMATED ANNUAL BENEFIT FOR YEAR 1998
Average Estimated Annual Benefit
Annual For Indicated Years of Service
Earnings 15 20 25 30 or more
$100,000 $16,958 $22,610 $28,263 $33,915
$125,000 $21,957 $29,277 $36,596 $43,915
$150,000 $26,957 $35,943 $44,929 $53,915
$160,000* $28,957 $38,610 $48,262 $57,914
Frozen Benefit - Accrued through 12/31/93:
$175,000 $31,957 $42,610 $53,262 $63,914
$200,000 $36,957 $49,276 $61,595 $73,914
$225,000 $41,957 $55,943 $69,928 $83,914
$235,840 $44,125 $58,833 $73,541 $88,250
*The maximum Plan Compensation for 1998 is $160,000.
Employees are entitled to the greater of: the benefit accrued through
12/31/93 (with wages capped at each year's IRS limit) or benefit based
on wages up to the $160,000 wage cap.
As of March 19, 1999, Messrs. Anderegg, Rand, Wilkinson and Potter had
42, 39, 17 and 5 years of service, respectively, for purposes of the
Pension Plan.
All employees of the Company who complete a year of service, including the
individuals named in the compensation table above, are eligible to earn
benefits under the Pension Plan. Upon a participant's retirement, the
benefits payable under the Pension Plan vary depending upon the
participant's age at retirement, years of service with the Company and
average annual earnings for the five consecutive highest years of service
in the ten years prior to termination. The amount of annual retirement
benefits is determined by a formula which applies years of service to a
basic defined benefit, which, in the case of a participant with at least
30 years of service, is .683% of the average of the participant's 5 highest
consecutive years of compensation in the last 10 years worked plus .65% of
such average annual earnings which exceed Social Security Covered
Compensation, but not less than (a) $60 multiplied by his or her years of
service or (b) the benefit which had accrued as of December 31, 1987
under the Company's prior retirement program. Compensation reflects the
amounts shown under the salary and the bonus columns in the Summary
Compensation Table. The Pension Plan limits the compensation taken into
account for purposes of determining the benefit under the Pension Plan to
the maximum amount permissible under the Internal Revenue Code, which for
1998 was $160,000. Social Security Covered Compensation means the dollar
amount which represents the average of the maximum wages subject to Social
Security tax for each year of the participant's working career. The
benefits under the Pension Plan are payable in various annuity forms
and are subject to maximum limits in certain circumstances.
The Company has entered into a supplemental retirement Pension Agreement
with Albert Rand that calls for monthly payments of $4,760, beginning on
the sixth anniversary of his retirement and terminating on his death.
QUORUM, REQUIRED VOTES, AND METHOD OF TABULATION
Consistent with state law and under the Company's by-laws, a majority of
the shares entitled to be cast on a particular matter, present in person
or represented by proxy, constitutes a quorum as to such matter. Votes
cast by proxy or in person at the Annual Meeting will be counted by
persons appointed by the Company to act as election inspectors for the
meeting.
If a quorum is present, the two nominees for election as Class III directors
at the Annual Meeting who receive the greatest number of votes properly
cast for the election of directors will be elected directors.
The election inspectors will count the total number of votes cast "for"
election of each director for purposes of determining whether sufficient
affirmative votes have been cast. The election inspectors will count
shares represented by proxies that withhold authority to vote for a
nominee for election as a director or that reflect abstentions and
"broker non-votes" (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owners and
(ii) the broker or nominee does not have the discretionary authority to
vote on a particular matter) only as shares that are present and entitled
to vote on the matter for purposes of determining the presence of a quorum,
but neither proxies that withhold authority (without naming an alternative
nominee) nor abstentions nor broker non-votes will have any effect on the
outcome of voting on the matter.
AUDIT MATTERS
Upon the recommendation of the Audit Committee, the Board of Directors
has selected Arthur Andersen LLP, certified public accountants, as auditors
for the Company for the fiscal year ending December 31, 1999. Arthur
Andersen LLP has served as the Company's independent auditors since 1957.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting with the opportunity to make a statement if desired and to
respond to appropriate questions.
OTHER INFORMATION
Stockholder Proposals for 2000 Annual Meeting of Stockholders
Proposals of stockholders submitted pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934 for consideration at the 2000 Annual
Meeting of Stockholders must be received by the Company no later than
November 12, 1999 in order to be considered for inclusion in the Company's
proxy materials for that meeting.
For proposals that stockholders intend to present at the 2000 Annual
Meeting of Stockholders that will not be included in the Company's
proxy materials, if the stockholder fails to notify the Company of
such intent on or before February 25, 2000, then the proxies that
management solicits for the 2000 Annual Meeting will include discretionary
authority to vote on the stockholder's proposal, if it is properly presented
at the meeting.
Other Business
The Board of Directors does not know of any business which will be
presented to the Annual Meeting other than that referred to in the
accompanying notice. If other business properly comes before the Annual
Meeting, it is intended that the proxies will be voted in the discretion
of the persons voting the proxies unless specific instructions to the
contrary are given.
Form 10-K and Annual Report to Stockholders
A copy of the Company's annual report on Form 10-K filed with the Securities
and Exchange Commission is available to stockholders without charge by
writing to the Treasurer's office, Dynamics Research Corporation, 60
Frontage Road, Andover, Massachusetts 01810-5498. A copy of the Company's
Annual Report to Stockholders accompanies this proxy statement.
By the Order of the Board of Directors
John L. Wilkinson
Clerk
Andover, Massachusetts
March 26, 1999
PROXY
DYNAMICS RESEARCH CORPORATION
Annual Meeting of Stockholders-April 27, 1999
The undersigned hereby appoints John S. Anderegg, Jr., Douglas R. Potter,
and John L. Wilkinson and each of them as proxies, with full power of
substitution and re-substitution to each, and hereby authorizes them to
represent and to vote as designated on the reverse, at the Annual Meeting
of Stockholders of Dynamics Research Corporation (the "Company") on April
27, 1999 at 3:30 P.M. Boston time, and at any adjournments thereof, all of
the shares of the Company which the undersigned would be entitled to vote if
personally present.
The Board of Directors recommends a vote FOR:
1. Fixing the number of Directors and Election of the Class III
Directors
FOR nominees listed below, except as indicated.
Kenneth F. Kames WITHHOLD AUTHORITY to vote
Albert Rand WITHHOLD AUTHORITY to vote
Account Number No. of Shares Proxy No.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. EVERY PROPERLY
SIGNED PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED,
PROXIES WILL BE VOTED FOR ITEM 1. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
Dated , 1999
Signature
Signature
Please mark, date and sign as your name appears hereon
and return in the enclosed envelope. If signing as an
attorney, executor, administrator, trustee, guardian or
other representative capacity, please give your full title
as such.
