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 _____
Check the appropriate box:
_____ Preliminary Proxy Statement
_____ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
_____ Definitive Additional Materials
_____ Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12.
Hurco Companies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Roger J. Wolf
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|X| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i(2) or Item
22(a)(2) of Schedule 14A.
____ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
____ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
.......................................................................
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
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:................................................
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Party:.....................................................................
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Filed:.....................................................................
<PAGE>
HURCO COMPANIES, INC.
ONE TECHNOLOGY WAY
P.O. BOX 68180
INDIANAPOLIS, INDIANA 46268
(317) 293-5309
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 23, 1996
To Our Shareholders:
The 1996 Annual Meeting of Shareholders of Hurco Companies, Inc., will be held
at the corporate headquarters of Hurco Companies, Inc., One Technology Way,
Indianapolis, Indiana, 46268 at 11:00 a.m. EST on Thursday, May 23, 1996, for
the following purposes:
1. To elect seven directors to serve until the next annual meeting or
until their successors are duly elected and qualified.
2. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
If you do not expect to attend the Annual Meeting, please mark, sign and date
the enclosed proxy and return it in the enclosed return envelope which requires
no postage if mailed in the United States.
Only shareholders of record as of the close of business on March 29, 1996, are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. In the event there are not sufficient votes for approval of one or more
of the above matters at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit further solicitation of proxies.
By order of the Board of Directors,
Roger J. Wolf, SECRETARY
April 5, 1996
Indianapolis, Indiana
YOUR VOTE IS IMPORTANT Even if you
plan to attend the meeting, we urge you to
mark, sign and date the
enclosed proxy and return it promptly
in the enclosed envelope.
<PAGE>
HURCO COMPANIES, INC.
ONE TECHNOLOGY WAY
P. O. BOX 68180
INDIANAPOLIS, INDIANA 46268
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1996
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PROXY STATEMENT
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SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to the holders (the "Shareholders") of common
stock of Hurco Companies, Inc. ("Hurco" or the "Company") in connection with the
solicitation of proxies by the Board of Directors for the 1996 Annual Meeting of
Shareholders to be held on May 23, 1996 at the corporate headquarters of Hurco
Companies, Inc., One Technology Way, Indianapolis, Indiana, and at any
adjournments thereof. This Proxy Statement and the accompanying form of proxy
will be mailed to the Shareholders on or about April 12, 1996. Proxies are being
solicited principally by mail. Directors, officers and regular employees of
Hurco may also solicit proxies personally by telephone, telegraph or otherwise.
All expenses incident to the preparation and mailing to the Shareholders of the
Notice, Proxy Statement and form of Proxy are to be paid by Hurco.
Shareholders of record as of the close of business on March 29, 1996, will be
entitled to notice of and vote at the Annual Meeting or any adjournments
thereof. On such record date, Hurco had 5,426,482 shares of common stock
outstanding and entitled to vote. Each share will be entitled to one vote with
respect to each matter submitted to a vote. The presence in person or by proxy
of the holders of a majority of the outstanding shares entitled to vote at the
Annual Meeting is necessary to constitute a quorum for the transaction of
business.
If the enclosed form of proxy is executed and returned, it may be revoked at any
time before it is voted by giving written notice to the Secretary of the
Company, by executing a proxy bearing a later date, or by attending the Annual
Meeting and voting in person.
A proxy, if returned properly executed and not subsequently revoked, will be
voted in accordance with the instructions of the shareholder in the proxy. If no
instructions are given, the proxy will be voted for the election of the Board of
Directors' nominees named in this Proxy Statement. Directors will be elected by
a plurality of the votes cast. A proxy may indicate that all or a portion of the
shares represented by such proxy are not being voted with respect to a specific
proposal. This could occur, for example, when a broker is not permitted to vote
shares held in street name on certain proposals in the absence of instructions
from the beneficial owners. Shares that are not voted with respect to a specific
proposal will be considered present for purposes of determining a quorum and
voting on other proposals. Abstentions on a specific proposal will be considered
as present, but not as voting in favor of such proposal. Neither the non-voting
of shares nor abstentions will affect the election of directors.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors has nominated for election as directors the seven persons
named below, all of whom are currently members of the Board. Each director of
the Company serves for a term of one year, which expires at the next Annual
Meeting of Shareholders of the Company when his successor has been elected. The
seven incumbent directors nominated for election are: Hendrik J. Hartong, Jr.,
Andrew L. Lewis IV, Brian D. McLaughlin, E. Keith Moore, Richard T. Niner, O.
Curtis Noel and Charles E. Mitchell Rentschler. Unless authority is specifically
withheld, the shares represented by the enclosed form of proxy will be voted in
favor of these nominees.
If any of these nominees becomes unable to accept election, the persons named in
the proxy will exercise their voting power in favor of such person or persons as
the Board may recommend. All of the nominees have consented to being named in
this Proxy Statement and to serve if elected. The Board of Directors knows of no
reason why any of the nominees would be unable to accept election.
The following information sets forth the name of each director, his age, tenure
as a director, principal occupation and business experience for the last five
years:
SERVED AS A
NAME AGE DIRECTOR SINCE
Hendrik J. Hartong, Jr. (1,3,4) 57 1986
Andrew L. Lewis IV (2) 39 1988
Brian D. McLaughlin (1) 53 1987
E. Keith Moore 73 1990
Richard T. Niner (1,2,4) 56 1986
O. Curtis Noel (3,4) 60 1993
Charles E. Mitchell Rentschler (2,3) 56 1986
Hendrik J. Hartong, Jr. has been a general partner of Brynwood Management, the
general partner of Brynwood Partners Limited Partnership and other private
investment partnerships, since 1984. Mr. Hartong has also served as Chairman of
the Board of Air Express International Corporation since 1985.
Andrew L. Lewis IV has served as Chief Executive Officer of KRR Partners, L.P.
since July 1993. Between 1990 and 1994, Mr. Lewis was a consultant for USPCI of
Pennsylvania, Inc. Mr. Lewis is also a director of Air Express International
Corporation.
Brian D. McLaughlin has been President and Chief Executive Officer of the
Company since December 1987. From 1982 to 1987, he was employed as President and
General Manager of various divisions of Ransburg Corporation. Previously, he was
employed in general management and marketing management positions with Eaton
Corporation.
E. Keith Moore has served as President of Hurco International, Inc., a
subsidiary of the Company since April 1988. Mr. Moore is also a director of
Met-Coil Systems Corporation.
<PAGE>
Richard T. Niner has been a general partner of Brynwood Management, the general
partner of Brynwood Partners Limited Partnership and other private investment
partnerships, since 1984. Mr. Niner is also a director of Air Express
International Corp. and Arrow International, Inc.
O. Curtis Noel has been an independent business consultant for more than ten
years specializing in market and industry studies, competitive analysis and
corporate development programs with clients in the U.S. and abroad.
Charles E. Mitchell Rentschler has served as President and Chief Executive
Officer of The Hamilton Foundry & Machine Co. since 1985.
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
(4) Member of Nominating Committee
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED ABOVE.
BOARD MEETINGS AND COMMITTEES
During the last fiscal year, the Board of Directors held four meetings. All of
the current directors attended at least 75% of the aggregate number of meetings
of the Board and the committees on which they served.
The Board has an Executive Committee which held one meeting during the last
fiscal year. The Executive Committee may exercise all of the authority of the
Board of Directors with respect to the general operations of Hurco between
meetings of the Board.
The Board has a Compensation Committee which held one meeting during the last
fiscal year. The Compensation Committee reviews and recommends to the Board the
compensation of the officers and managers of Hurco and guidelines for the
general wage structure of the entire workforce. The Compensation Committee also
oversees the administration of the Company's employee benefit plans. The report
of the Compensation Committee regarding executive compensation is included on
page 10 of this Proxy Statement.
The Board also has an Audit Committee which held four meetings during the last
fiscal year. The Audit Committee has the authority to oversee the Company's
accounting and financial reporting activities, and may meet with the Company's
independent accountants and its Chief Financial Officer to review the scope,
cost and results of the annual audit and to review internal accounting controls,
policies and procedures. The Board of Directors selects the independent
accountants of Hurco upon the recommendation of the Audit Committee. See
INDEPENDENT ACCOUNTANTS on page 12.
The Board of Directors has a Nominating Committee which held no meetings during
the last fiscal year. The Nominating Committee reviews the structure and
composition of the Board of Directors and considers the qualifications of and
recommends all nominees for directors. The Nominating Committee will consider
candidates whose names are submitted in writing by Shareholders. Such
submissions should be addressed to the Secretary, Hurco Companies, Inc., One
Technology Way, P.O. Box 68180, Indianapolis, Indiana 46268.
The members of these Committees are identified in the table on page 2.
<PAGE>
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company receives a fee of $1,000 for
each meeting of the Board of Directors attended, and each such director also
receives $3,000 per quarter. Directors are also entitled to receive
reimbursement for travel and other expenses incurred in attending such meetings.
Employee directors receive no fees. Mr. Niner received annual compensation of
$72,000 for his services as Chairman of the Executive Committee of the Board of
Directors.
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
directors and executive officers, and persons who own more than ten percent
(10%) of the Company's common stock, to file initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company with the Securities and Exchange Commission.
To the Company's knowledge, based solely upon a review of copies of such reports
furnished to the Company during and pertaining to its most recent fiscal year,
and certain written representations, all Section 16(a) filings applicable to the
Company's executive officers, directors and greater than ten percent (10%)
beneficial owners were made on a timely basis during the most recent fiscal
year.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth all compensation paid or accrued during each of
the last three fiscal years to the Chief Executive Officer and each of the other
most highly compensated executive officers of the Company based on salaries and
bonuses earned during fiscal 1995 (the "Named Executive Officers"). No other
executive officer earned more than $100,000 in salary and bonuses during fiscal
1995.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards All Other
------------------- ----------------- Compen-
Name and Fiscal Salary Bonus Other Annual Securities Underlying sation
Principal Position Year ($) ($)<F1> Compensation ($)<F9> Option <F2> ($) <F3>
- ------------------ ------ ------ --------- ----------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Brian D. McLaughlin 1995 $226,936 $75,000 -- 10,000 $3,234
President and CEO 1994 220,000 -- -- 70,000 <F4> 2,302
1993 220,000 -- -- -- 3,036
Roger J. Wolf 1995 139,731 45,000 -- 15,000 3,063
Sr. VP, Secretary 1994 135,000 7,000 $16,308 <F5> 7,000 1,934
Treasurer and CFO 1993 98,654 <F6> 5,000 <F7> -- 25,000 <F7> 872
James D. Fabris 1995 107,885 45,000 -- 5,000 2,210
Vice President and 1994 98,335 -- -- 13,000 1,295
Pres. Hurco Mfg. Co. 1993 85,150 -- 8,935 <F8> 7,500 1,864
- ---------------------------
<FN>
<F1> Represents cash bonuses earned and paid in the subsequent year, other than
specified below.
<F2> Represents options granted under the stock option plan related to the prior
year's performance, other than specified below. The Company has not granted any
Stock Appreciation Rights (SARs).
<F3> Represents the Company's contribution to the 401-K Retirement Plan under
the Company matching program.
<F4> Represents options granted under the stock option plan to replace options
that had expired during the fiscal year.
<F5> Represents amounts reimbursed during the fiscal year for the payment of
taxes related to relocation expenses.
<F6> Represents compensation for January 25, 1993 through October 31, 1993.
<F7> Represents guaranteed bonus and options granted under the stock option plan
in connection with initial employment.
<F8> Represents amounts reimbursed during the fiscal year related to relocation
expenses.
<F9> Unless otherwise presented, the aggregate amount of perquisites and other
personal benefits, securities or properties, given to each Named Executive
Officer valued on the basis of aggregate incremental cost to the Company did not
exceed the lesser of $50,000 or 10% of the total annual salary and bonus for
each such officer.
</FN>
</TABLE>
<PAGE>
STOCK OPTIONS
The following table sets forth information related to options granted to the
Named Executive Officers during the 1995 fiscal year. The Company has not
granted any Stock Appreciation Rights (SARs):
<TABLE>
OPTION GRANTS DURING 1995 FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------- Potential
Realizable Value at
% of Total Assumed Annual
Number of Options Rates of Stock Price
Securities Granted to Appreciation for
Underlying Employees Exercise Option Term <F2>
Options in Fiscal Price Expiration --------------------
Name Granted Year ($/SH) <F1> Date 5% ($) 10%($)
- ---- ------- ---- ---------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Brian D. McLaughlin 10,000 <F3> 16% $3.875 12/11/04 $63,120 $100,508
Roger J. Wolf 15,000 <F3> 24% $3.875 12/11/04 $94,680 $150,762
James D. Fabris 5,000 <F4> 8% $3.875 12/11/04 $31,560 $ 50,254
- ----------------------------
<FN>
<F1> The exercise price is the market price of the common stock on the date of
grant.
<F2> The potential realizable value illustrates value that might be realized
upon the exercise of the options immediately prior to the expiration of their
terms, assuming the specified compounded rates of appreciation on the Company's
common stock from the date of grant through the term of the options. These
numbers do not take into account provisions that may result in termination of
the options following termination of employment or the vesting periods of three
years.
<F3> Options may be exercised in three equal annual installments, or parts
thereof, commencing on the first anniversary date of the grant.
<F4> Options may be exercised in five equal annual installments, or parts
thereof, commencing on the first anniversary date of the grant.
</FN>
</TABLE>
<PAGE>
The following table sets forth information related to unexercised options held
at fiscal year-end by the Named Executive Officers. No Named Executive Officer
exercised any options during the 1995 fiscal year. The Company does not have any
outstanding SARs.
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL 1995 AND YEAR-END OPTION VALUES
<CAPTION>
Value of
Number of Unexercised
Shares Securities Underlying In-the-Money
Acquired Unexercised Options Options
on Value At FY-End (#) At FY-End ($)<F1>
-- ----- ------------- -----------------
Exercise Realized Exer- Unexer- Exer- Unexer-
NAME (#) ($) Cisable Cisable Cisable Cisable
- ---- --------- --------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Brian D. McLaughlin ...... -- -- 52,100 62,900 $ 72,188 $164,063
Roger J. Wolf ............ -- -- 12,310 34,690 $ 7,219 $ 40,906
James D. Fabris .......... -- -- 9,500 20,500 $ 33,025 $ 62,100
- -----------------------------------------
<FN>
<F1> Value is calculated based on the closing market price of the common stock
on October 31, 1995 ($5.625) less the option exercise price.
</FN>
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1995, the members of the Compensation Committee were Hendrik J.
Hartong, Jr., O. Curtis Noel and Charles E. Mitchell Rentschler. None of the
Committee members is a current or former officer or employee of the Company or
any of its subsidiaries. Mr. Hartong is an executive officer of Air Express
International (AEI), and a shareholder in AEI, directly and indirectly through
Brynwood Partners Limited Partnership. AEI provides freight forwarding and
shipping services for the Company. The cost of these freight services are
negotiated on an arms-length basis and amounted to $1,438,000 for the fiscal
year ended October 31, 1995.
EMPLOYMENT CONTRACTS
Brian D. McLaughlin entered into an employment contract on December 14, 1987.
The contract term is month-to-month. Mr. McLaughlin's salary and bonus
arrangements are set annually by the Board of Directors. Other compensation,
such as stock option grants, is awarded periodically at the discretion of the
Board of Directors. As part of that contract, Mr. McLaughlin is entitled to 12
months' salary if his employment is terminated for any reason other than gross
misconduct.
Roger J. Wolf entered into an employment contract on January 8, 1993. The
contract term is unspecified. Mr. Wolf's salary and bonus arrangements are set
annually by the Board of Directors. Other compensation, such as stock option
grants, is awarded periodically at the discretion of the Board of Directors. As
part of that contract, Mr. Wolf is entitled to 12 months' salary if his
employment is terminated without just cause.
<PAGE>
<TABLE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 29, 1996, regarding
beneficial ownership of the Company's common stock by each director and Named
Executive Officer, by all directors and executive officers as a group, and by
certain other beneficial owners of more than 5% of the common stock. Each such
person has sole voting and investment power with respect to such securities,
except as otherwise noted.
<CAPTION>
SHARES BENEFICIALLY OWNED
NAME AND ADDRESS NUMBER PERCENT
OTHER BENEFICIAL OWNERS
<S> <C> <C>
Brynwood Partners Limited Partnership 1,390,001 25.6%
Two Soundview Avenue
Greenwich, Connecticut 06830
Wellington Management Company 527,700 <F1> 9.7%
75 State Street
Boston, Massachusetts 02109
The TCW Group, Inc. 448,500 8.3%
865 South Figueroa Street
Los Angeles, California 90017
DIRECTORS AND EXECUTIVE OFFICERS
Hendrik J. Hartong, Jr. 1,408,915 <F2><F3><F4> 26.0%
Andrew L. Lewis IV 12,500 <F3> 0.2%
Brian D. McLaughlin 86,867 <F5><F6> 1.6%
E. Keith Moore 48,790 <F7><F8> 0.9%
Richard T. Niner 1,415,301 <F2><F3> 26.0%
O. Curtis Noel 5,000 <F3> 0.1%
Charles E. Mitchell Rentschler 17,500 <F3><F9> 0.3%
Roger J. Wolf 25,333 <F10> 0.5%
James D. Fabris 14,800 <F11> 0.3%
Executive officers and directors 1,664,905 <F2><F12> 30.7%
as a group (12 persons)
<PAGE>
<FN>
<F1> Wellington Management Co. (WMC), a registered investment advisor, is
deemed to have beneficial ownership of 527,700 shares of the Company's
common stock, which is owned by various advisory clients of WMC. WMC
has no voting power for 105,000 shares and shared voting power for
422,700 shares. WMC has shared investment power for all shares.
<F2> Includes the shares owned by Brynwood Partners Limited Partnership, of
which the sole general partner is Brynwood Management, a general
partnership. Mr. Hartong and Mr. Niner are general partners of Brynwood
Management and accordingly may be deemed to have beneficial ownership
of these shares. These shares have shared voting and investment power.
<F3> Includes 5,000 shares subject to options that are exercisable within 60
days.
<F4> Includes 100 shares owned by Mr. Hartong's wife, as to which shares he
may be deemed to have beneficial ownership; also includes 3,000 shares
which have shared voting and investment power.
<F5> Includes 58,667 shares subject to options that are exercisable within
60 days.
<F6> Includes 2,100 shares owned by Mr. McLaughlin's wife and children, as
to which shares he may be deemed to have beneficial ownership.
<F7> Includes 10,800 shares subject to options that are exercisable within
60 days.
<F8> Includes 1,320 shares owned by Mr. Moore's wife and children, as to
which shares he may be deemed to have beneficial ownership.
<F9> Includes 5,000 shares owned by Mr. Rentschler's wife, as to which he
may be deemed to have beneficial ownership.
<F10> Includes 22,333 shares subject to options that are exercisable within
60 days.
<F11> Includes 14,300 shares subject to options that are exercisable within
60 days.
<F12> Includes 149,300 shares subject to options that are exercisable within
60 days.
</FN>
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and Air Express International (AEI) are related parties. Three of
the Company's directors, Hendrik J. Hartong, Jr., Richard T. Niner and Andrew L.
Lewis IV, are directors and shareholders of AEI and Mr. Hartong is an executive
officer thereof. Additionally, Mr. Hartong and Mr. Niner are shareholders in AEI
indirectly through Brynwood Partners Limited Partnership. AEI provides freight
and forwarding services for the Company. The cost of these freight services are
negotiated on an arms length basis and amounted to $1,438,000 the year ended
October 31, 1995.
<PAGE>
BOARD OF DIRECTORS' COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors establishes policies
relating to the compensation arrangements of the Chief Executive Officer and all
other executive officers and oversees the administration of the Company's
employee benefit plans. All decisions by the Compensation Committee relating to
the compensation of the Company's executive officers are reviewed by the full
Board.
COMPENSATION POLICY
The goal of the Company's executive compensation policy is to ensure that an
appropriate relationship exists between executive pay and the creation of
shareholder value, while at the same time motivating and retaining key
employees. To achieve this goal, the Company's executive compensation policy
integrates annual base compensation with incentive compensation plans based upon
corporate performance and individual initiatives and performance. Measurement of
corporate performance is primarily based on Company goals and industry
performance levels. Accordingly, in years in which performance goals and
industry levels are achieved or exceeded, executive compensation tends to be
higher than in years in which performance is below expectations. Annual cash
compensation, together with stock option incentives, is designed to attract and
retain qualified executives and to ensure that such executives have a continuing
stake in the long-term success of the Company.
Stock options are granted from time to time to key employees, based primarily on
such person's potential contribution to the Company's growth and profitability.
The Committee feels that stock options are an effective incentive for managers
to create value for stockholders since the value of an option bears a direct
relationship to the Company's stock price. The Committee believes that linking
compensation for the Chief Executive Officer and all other executive officers to
corporate performance results in a better alignment of compensation with
corporate goals and shareholder interest. As performance goals are met or
exceeded, resulting in increased value to shareholders, executives are rewarded
commensurately.
FISCAL 1995 EXECUTIVE COMPENSATION
For fiscal 1995, the Company's compensation program for the Chief Executive
Officer and all other executive officers consisted of (i) base salary; (ii) a
discretionary bonus pool based upon the performance measurements described
above; and (iii) stock option awards. During fiscal year 1995, the annual
compensation of the Chief Executive Officer consisted of a base salary of
$226,936, which was increased 3.2% from fiscal 1994 as a cost-of-living
adjustment, and a bonus of $75,000 reflecting his contribution to the
significantly improved performance of the Company for the fiscal year. Options
to acquire 10,000 shares of common stock were also granted to him as an
incentive to continue building shareholders' value. Compensation to all
executive officers as a group during fiscal year 1995 reflected a modest
increase of 4.5% in aggregate base salaries as compared to the prior year and
discretionary bonuses aggregating $185,000 to reward contributions to the
Company's improved performance. In addition, options to acquire an aggregate of
<PAGE>
45,000 shares of common stock were granted to executive officers to provide
incentive for further improvement. The Committee believes that compensation
levels for the Chief Executive Officer and all other executive officers and key
employees during fiscal 1995 adequately reflect the Company's compensation goals
and policies.
Hendrik J. Hartong, Jr.
O. Curtis Noel
Charles E. Mitchell Rentschler
PERFORMANCE GRAPH
The following table illustrates the cumulative total shareholder return on Hurco
Common Stock for the five-year period ended October 31, 1995, as compared to the
NASDAQ stock market index for U.S. companies and to a peer group consisting of
NASDAQ traded securities for U.S. companies in the same Standard Industrial Code
(SIC) group as Hurco (Industrial and Commercial Machining and Computer
Equipment). The comparisons in this table are required by the Securities and
Exchange Commission and are not intended to forecast or be indicative of
possible future performance of Hurco common stock.
Year Ended October 31,
1990 1991 1992 1993 1994 1995
Hurco Companies, Inc. 100.0 177.1 112.3 53.9 70.8 105.6
NASDAQ Stock Market
(US Companies) 100.0 169.2 190.8 245.8 247.1 332.8
NASDAQ Stocks 100.0 157.7 188.2 208.5 243.1 403.0
(SIC 3500-3599 US Companies)
Industrial and commercial
machinery and computer equipment
The above indexes represent monthly index levels derived from compounded daily
returns that include all dividends. The indexes are reweighted daily, using the
market capitalization on the previous trading day. If the monthly interval,
based on the fiscal year-end, is not a trading day, the preceding trading day is
used. The index level for all series was set to $100.0 on 10/31/90.
<PAGE>
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP served as the independent accountants to audit the financial
statements of Hurco for the fiscal year ended October 31, 1995. Representatives
of Arthur Andersen LLP are expected to be present at the Annual Meeting, will
have the opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions from the Shareholders. The Board
of Directors expects to reappoint Arthur Andersen LLP as independent accountants
to serve for the fiscal year ended October 31, 1996.
SHAREHOLDER PROPOSALS AT 1997 ANNUAL MEETING
The date by which shareholder proposals must be received by the Company for
inclusion in the proxy materials relating to the 1997 Annual Meeting of
Shareholders is December 13, 1996. Proposals must comply with the requirements
of Rule 14a-8 of the Securities and Exchange Commission as well as the
requirements set forth in the Company's By-Laws. A copy of the By-Laws may be
obtained from Roger J. Wolf, Senior Vice President and Chief Financial Officer,
Hurco Companies, Inc., One Technology Way, P.O. Box 68180, Indianapolis, Indiana
46268
ANNUAL REPORT ON FORM 10-K
THE COMPANY FILED ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
OCTOBER 31, 1995 WITH THE SECURITIES AND EXCHANGE COMMISSION. A COPY OF THE FORM
10-K WITHOUT EXHIBITS, IS INCLUDED IN THE COMPANY'S ANNUAL REPORT TO
SHAREHOLDERS. SHAREHOLDERS MAY OBTAIN A COPY OF THE COMPLETE EXHIBITS TO THE
FORM 10-K BY WRITING TO ROGER J. WOLF, SENIOR VICE-PRESIDENT AND CHIEF FINANCIAL
OFFICER, HURCO COMPANIES, INC., ONE TECHNOLOGY WAY, P. O. BOX 68180,
INDIANAPOLIS, INDIANA 46268.
OTHER BUSINESS
The Board of Directors knows of no other matters which may be presented at the
Annual Meeting. If any other matters should properly come before the Annual
Meeting, the persons named in the enclosed form of proxy will vote in accordance
with their business judgment on such matters.
By order of the Board of Directors
Roger J. Wolf, Secretary
April 5, 1996
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APPENDIX A
PROXY CARD FDOR ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1996
<PAGE>
HURCO COMPANIES, INC.
One Technology Way, Indianapolis, IN 46268
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS,
MAY 23, 1996 SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints as proxies Brian D. McLaughlin and Richard T.
Niner, or either of them with full power of substitutions, to vote all shares of
common stock which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Hurco Companies, Inc., to be held at Hurco's Corporate Office,
One Technology Way, Indianapolis, Indiana, at 11:00 a.m. EST, on May 23, 1996
and any adjournments thereof, upon the following matters:
1. Election of Hendrik J. Hartong, Jr., Andrew L. Lewis IV, Brian D.
McLaughlin, E. Keith Moore, Richard T. Niner, O. Curtis Noel and Charles E.
Mitchell Rentschler as Directors. To withhold authority to vote any individual
nominee, write his name on this line:
__________________________________________________________________________
AUTHORITY TO VOTE
FOR |_| WITHHELD |_|
(except as shown (as to all
on the line) nominees)
2. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting.
(Continued and to be signed on reverse side)
<PAGE>
THE SHARES REPRESENTED BY THE PROXY, UNLESS OTHERWISE SPECIFIED, SHALL BE VOTED
FOR ELECTION OF EACH NOMINEE LISTED ON THE REVERSE SIDE.
I plan to attend the Annual Meeting. _____
Please sign below exactly as your name appears
as shown at the left. When signing as
attorney,corporate officer or fiduciary, please give
full title as such.
Signature (s)
-------------------------------------
-------------------------------------
Dated
________________________________, 1996
PLEASE DATE, SIGN, AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE
