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.
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(Name of Registrant as Specified in Its Charter)
Roger J. Wolf
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(Name of Person(s) Filing Proxy Statement)
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 O-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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[ ] 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:...............................................
2) Form Schedule or Registration Statement No.:..........................
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4) Date 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 26, 1999
To Our Shareholders:
The 1999 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 10:00 a.m. CDT, 11:00 a.m. EDT, on Wednesday,
May 26, 1999, 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 26, 1999, 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, 1999
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 26, 1999
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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 1999 Annual Meeting of
Shareholders to be held at 10:00 a.m. CDT, 11:00 a.m. EDT, on May 26, 1999 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 are being mailed to the Shareholders on or about
April 5, 1999. 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
will be paid by Hurco.
Shareholders of record as of the close of business on March 26, 1999, are
entitled to notice of and vote at the Annual Meeting or any adjournments
thereof. On such record date, Hurco had 6,595,611 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. If a shareholder executes more than one proxy, the proxy having the
latest date will revoke any earlier proxies. Shareholders who attend the Annual
Meeting may revoke their proxies and vote 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 seven persons for election as directors.
All nominees are currently directors. Each director will serve 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 nominees 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) 60 1986
Andrew L. Lewis IV (2) 42 1988
Brian D. McLaughlin (1) 56 1987
E. Keith Moore 76 1990
Richard T. Niner (1,2,4) 59 1986
O. Curtis Noel (3,4) 63 1993
Charles E. Mitchell Rentschler (2,3) 59 1986
Hendrik J. Hartong, Jr. is a general partner of Brynwood Management III,
L.P., the general partner of Brynwood Partners III, L.P. Mr. Hartong is also
a general partner of Brynwood Management II, L.P., the general partner of
Brynwood Partners II, L.P., and until December 31, 1998, was a general
partner of Brynwood Management, the general partner of Brynwood Partners
Limited Partnership (Brynwood I). Mr. Hartong has served as a director of
Lincoln Snacks since June, 1998. Mr. Hartong has also served as a director
and 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. Mr. Lewis was a consultant for USPCI of Pennsylvania, Inc.
from 1991 to 1993. 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.
<PAGE>
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.
Richard T. Niner was elected Chairman of the Board of Directors on
March 9, 1999. Mr. Niner is a general partner of Wind River
Associates. Mr. Niner is also a general partner of Brynwood Management II,
L.P., the general partner of Brynwood Partners II, L.P., and until December
31, 1998, was a general partner of Brynwood Management, the general
partner of Brynwood Partners Limited Partnership (Brynwood I). Mr. Niner is
also a director of Air Express International Corporation, Arrow International,
Inc. and Case, Pomeroy & Company, 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.
<PAGE>
Board Meetings and Committees
During the last fiscal year, the Board of Directors held five 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 two meetings 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 8 of this Proxy Statement.
The Board also has an Audit Committee which held five meetings during the last
fiscal year. The Audit Committee has the authority to oversee the Company's
accounting and financial reporting activities, and meets with the Company's
independent accountants and 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 one meeting 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. Shareholders
who wish to nominate persons for election as directors must comply with the
advance notice and eligibility requirements contained in Article II, Section 10,
of the Company's By-laws, a copy of which is available upon request. Such
requests and any nominations 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 a full-time employee of the Company received a fee of
$1,000 for each meeting of the Board of Directors attended during fiscal 1998
and the first quarter of fiscal 1999, and will receive $1,500 per meeting
attended effective February 1, 1999. Each such director also received $5,000 per
fiscal quarter. Directors are also entitled to receive reimbursement for travel
and other expenses incurred in attending such meetings. Mr. Niner received
annual compensation of $72,000 for his services as Chairman of the Executive
Committee of the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's common stock, to file reports of ownership with the Securities and
Exchange Commission and Nasdaq. Such persons are also required to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms received by it,
or written representations from certain reporting persons that they were not
required to file a Form 5 to report previously unreported ownership or changes
in ownership, the Company believes that, during its fiscal year ending October
31, 1998, its officers, directors and greater than 10% beneficial owners
complied with all filing requirements under Section 16(a).
<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
four executive officers of the Company (the Named Executive Officers) whose
salary and bonus exceeded $100,000 during fiscal 1998.
Summary Compensation Table
Long-Term All Other
Annual Compensation Compensation Compen-
Name and Fiscal Salary Bonus Other Annual Securities Underlying sation
Principal Position Year ($) ($) (1)Compensation($) Options (2) ($) (3)
- ------------------ ------ ------ ----- -------------- ----------- --------
Brian D. McLaughlin 1998 $258,077 $75,000 -- -- $52,206
President and CEO 1997 250,000 125,000 -- -- 51,726
1996 238,133 80,000 -- 15,000 3,325
Roger J. Wolf 1998 160,039 50,000 -- -- 48,064
Sr. VP, Secretary 1997 156,000 60,000 -- -- 47,086
Treasurer and CFO 1996 148,500 75,000 -- 3,000 2,880
James D. Fabris 1998 156,154 65,000 -- -- 24,054
Executive Vice 1997 140,000 60,000 -- -- 23,504
President -
Operations 1996 122,500 50,000 -- 10,000 3,199
Richard Blake 1998 128,124 40,000 -- -- 1,791
V.P. of the Company
and 1997 108,550 41,750 -- -- 4,633
President Hurco
Machine 1996 87,373 46,311 -- 15,000 3,841
Tool Products Division
David E. Platts 1998 104,038 10,000 -- -- 15,436
Vice President of 1997 100,000 45,000 -- -- 13,153
Research &
Development 1996 93,917 20,000 -- 5,000 --
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(1) Represents cash bonuses earned and paid in the subsequent year.
(2) Represents shares of common stock underlying grants of options made
during the year. The Company has not granted any
Stock Appreciation Rights (SARs).
(3) Represents the Company's contribution to defined contribution plans and
split dollar life insurance premiums. Under the terms of Split-Dollar
Life Insurance Agreements, the Company pays all of the premiums and will
be repaid the premiums from the policies' cash surrender value when the
policies are terminated in accordance with the provisions of the
agreements.
<PAGE>
Defined Contribution Plan Company paid Split-Dollar
Name Company Match Life Insurance Premiums
Brian D. McLaughlin $4,800 $49,406
Roger J. Wolf 5,299 42,765
James D. Fabris 4,870 19,184
Richard Blake 1,791 --
David E. Platts 3,222 12,214
Stock Options
The Company did not grant any options during fiscal 1998 to any of the Named
Executive Officers. The following table sets forth information related to
options exercised during fiscal 1998 and options held at fiscal year-end by the
Named Executive Officers. The Company does not have any outstanding SARs.
Aggregated Option Exercises in Fiscal 1998 and Year-End Option Values
Value of
Number of Unexercised
Shares Securities Underlying In-the-Money
Acquired Unexercised Options Options
on Value at FY-End (#) at FY-End ($) (1)
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($) cisable cisable cisable cisable
- ---- --------- --------- ------- ------- ------- -------
Brian D. McLaughlin -- -- 121,666 3,334 $277,543 $3,127
Roger J. Wolf -- -- 49,000 1,000 57,761 938
James D. Fabris -- -- 29,400 10,600 97,627 20,018
Richard Blake -- -- 13,800 7,200 30,416 7,527
David E. Platts -- -- 23,000 7,000 74,074 11,566
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(1) Value is calculated based on the closing market price of the common
stock on October 31, 1998 ($6.063) less the option exercise price.
<PAGE>
Compensation Committee Interlocks and Insider Participation
During fiscal 1998 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.
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 Compensation Committee of the Board of
Directors. Other compensation, such as stock option grants, is awarded
periodically at the discretion of the Compensation Committee. 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 Compensation Committee of the Board of Directors. Other
compensation, such as stock option grants, is awarded periodically at the
discretion of the Compensation Committee. As part of that contract, Mr. Wolf is
entitled to 12 months' salary if his employment is terminated without just
cause.
James D. Fabris entered into an employment contract on November 18, 1997. The
contract term is unspecified. Mr. Fabris' salary and bonus arrangement are set
annually by the Compensation Committee of the Board of Directors. Other
compensation, such as stock option grants, is awarded periodically at the
discretion of the Compensation Committee. As part of the contract, Mr. Fabris is
entitled to 12 months' salary if his employment is terminated for any reason
other than gross misconduct.
Richard Blake entered into an employment contract on January 1, 1998. The
contract term is thirty-six months and shall continue month-to-month thereafter.
Mr. Blake's salary and bonus arrangements are set annually by the Compensation
Committee of the Board of Directors. Other compensation, such as stock option
grants, is awarded periodically at the discretion of the Compensation Committee.
As part of the contract, Mr. Blake is entitled to 12 months' salary if his
employment is terminated for any reason other than gross misconduct.
<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 of 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, are 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 Compensation Committee feels that stock options are an effective incentive
for managers to create value for shareholders since the value of an option bears
a direct relationship to the Company's stock price. The Compensation 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 1998 Executive Compensation
For fiscal 1998, the Company's compensation program for the Chief Executive
Officer and all other executive officers consisted of (i) base salary; (ii)
bonus awards based upon the performance measurements described above; and (iii)
stock option awards. During fiscal year 1998, the annual compensation of the
Chief Executive Officer included base salary, which was increased from fiscal
1997 for a cost-of-living adjustment, and a bonus based on the performance of
the Company for the fiscal year. In evaluating fiscal 1998 performance, the
Committee considered the results of the Company's patent licensing program, as
well as other corporate performance criteria, in determining the bonus of the
Chief Executive Officer and certain executive officers. The Committee believes
that compensation levels for the Chief Executive Officer and all other executive
officers and key employees during fiscal 1998 adequately reflect the Company's
compensation goals and policies.
Hendrik J. Hartong, Jr.
O. Curtis Noel
Charles E. Mitchell Rentschler
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 1, 1999, 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.
Shares Beneficially Owned
Name and Address Number Percent
Other Beneficial Owners
Wellington Management Co. 646,900 (1) 10.9%
75 State Street
Boston, Massachusetts 02109
The Prudential Insurance Company
of America 489,364 8.2%
4 Gateway Center
Newark, New Jersey 07102
The TCW Group, Inc. 456,900 (2) 7.7%
865 South Figueroa Street
Los Angeles, California 90017
Brynwood Partners II L.P., et al 405,715 (3) 6.5%
Two Soundview Avenue
Greenwich, Connecticut 06830
Wellington Trust Company, NA 371,400 (4) 6.3%
75 State Street
Boston, Massachusetts 02109
FMR Corporation 379,028 (5) 6.3%
82 Devonshire Street
Boston, Massachusetts 02109
Directors and Executive Officers
Hendrik J. Hartong, Jr. 330,913 (3,6) 5.6%
Andrew L. Lewis IV 24,875 (6) 0.4%
Brian D. McLaughlin 168,242 (7,8) 2.8%
E. Keith Moore 38,010 (9) 0.6%
Richard T. Niner 352,803 (3,6) 5.9%
O. Curtis Noel 10,000 (6) 0.2%
Charles E. Mitchell Rentschler 35,000 (6,10) 0.6%
Roger J. Wolf 62,492 (11) 1.1%
James D. Fabris 29,900 (12) 0.5%
Richard Blake 13,800 (13) 0.2%
David E. Platts 26,700 (14) 0.5%
Executive officers and directors 816,734 (15) 13.7%
as a group (12 persons)
<PAGE>
(1) According to a Schedule 13G dated December 31, 1998, Wellington
Management Co. has shared voting power for all shares.
(2) According to a Schedule 13-D dated December 31, 1998, the TCW Group,
Inc. has shared voting power for all shares.
(3) According to an amended Schedule 13D dated January 25, 1999, Brynwood
Partners II L.P. ("Brynwood II"), its general partner, Brynwood
Management II, L.P. ("Brynwood Management II"), and the partners of
Brynwood Management, Hendrik J. Hartong, Jr., and Richard T. Niner are
the beneficial owners of the shares indicated in the table. Brynwood
Management II has shared voting and dispositive power over 278,001
shares; Mr. Hartong has sole voting and dispositive power over 52,912
shares and shared voting and dispositive power over 278,001 shares; Mr.
Niner has sole voting and dispositive power over 74,802 shares and
shared voting and dispositive power over 278,001 shares.
(4) According to a Schedule 13G dated December 31, 1998, Wellington Trust
Company has shared voting power for all shares.
(5) According to a Schedule 13G dated February 1, 1999, FMR Corporation
has no voting power for any of the shares.
(6) Includes 10,000 shares subject to options that are exercisable within
60 days.
(7) Includes 121,666 subject to options held by Mr. McLaughlin that are
exercisable within 60 days.
(8) Includes 10,976 shares owned by Mr. McLaughlin's wife and
children, as to which he may be deemed to have beneficial
ownership.
(9) Includes 11,000 shares subject to options that are exercisable within
60 days.
(10) Includes 6,000 shares owned by Mr. Rentschler's wife, as to which he
may be deemed to have beneficial ownership.
(11) Includes 49,000 shares subject to options that are exercisable within
60 days.
(12) Includes 29,400 shares subject to options that are exercisable within
60 days.
(13) Includes 13,800 shares subject to options that are exercisable within
60 days.
(14) Includes 25,000 shares subject to options that are exercisable within
60 days.
(15) Includes 301,866 shares subject to options that are exercisable within
60 days.
<PAGE>
PERFORMANCE GRAPH
The following graph illustrates the cumulative total shareholder return on Hurco
common stock for the five-year period ended October 31, 1998, 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.
<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, 1998. 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 shareholders. The Board of
Directors expects to reappoint Arthur Andersen LLP as independent accountants to
serve for the fiscal year ended October 31, 1999.
SHAREHOLDER PROPOSALS
The date by which shareholder proposals must be received by the Company for
inclusion in proxy materials relating to the 2000 Annual Meeting of Shareholders
is December 8, 1999.
In order to be considered at the 2000 Annual Meeting, shareholder proposals must
comply with the advance notice and eligibility requirements contained in Article
II, Section 9 of the Company's By-Laws. The Company's By-Laws provide that
shareholders are required to give advance notice to the Company of any business
to be brought by a shareholder before an annual shareholders' meeting. For
business to be properly brought before an annual meeting by a shareholder, the
shareholder must give timely written notice thereof to the Secretary of the
Company. In order to be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Company not less
than 60 days prior to the meeting. In the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder must be received not later than the
close of business on the tenth day following the day on which notice of the date
of the meeting was mailed or public disclosure was made. The notice must contain
specified information about the proposed business and the shareholder making the
proposal. A copy of the Company's By-Laws is available upon request. Such
requests and any shareholder proposals should be sent to Roger J. Wolf,
Secretary, Hurco Companies, Inc., One Technology Way, P.O. Box 68180,
Indianapolis, Indiana, 46268, the principal executive offices of the Company.
ANNUAL REPORT ON FORM 10-K
The Company filed its Annual Report on Form 10-K for the fiscal year ended
October 31, 1998 with the Securities and Exchange Commission. Shareholders may
obtain a copy of 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. A copy of the 10-K
can also be obtained at hurco.com or SEC.gov.
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.
