ZONIC CORPORATION
Park 50 TechneCenter, 50 West TechneCenter Drive
Milford, Ohio 45150-9777
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 22, 1997
To the Shareholders of ZONIC CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of Zonic Corporation, an Ohio corporation, will be held at the
Company's principal office, Park 50 TechneCenter, 50 West TechneCenter Drive,
Milford, Ohio 45150-9777, on August 22, 1997 at 10:00 a.m., Eastern Daylight
Savings Time, for the purpose of considering and acting upon:
1. A proposal to fix the number of directors for the ensuing year at three in
number.
2. A proposal to elect the Board of Directors for the next year.
3. Such other business as may properly be brought before the Annual Meeting
or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on July 18, 1997 as the
record date for the determination of the shareholders entitled to receive
notice of, and to vote at, the meeting and any adjournment(s) thereof,
notwithstanding any subsequent transfers of stock.
Your attention is called to the accompanying Proxy and Proxy Statement
submitted with this Notice.
A copy of the Company's 1997 Annual Report and Form 10-K Report is being
forwarded to you herewith, but it is not deemed to be part of the official
proxy soliciting material. If any shareholder fails to receive a copy of
same, one may be obtained by writing to the Treasurer of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
James B. Webb, President
Milford, Ohio
July 21, 1997
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER YOU EXPECT TO ATTEND OR NOT, PLEASE MARK, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE STAMPED ENVELOPE
PROVIDED. IN THE EVENT YOU ATTEND THE MEETING, YOU MAY REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and accompanying proxy are furnished in connection
with the solicitation of proxies by Zonic Corporation (hereinafter referred to
as the "Company"), for the Annual Meeting of Shareholders of the Company (the
"Annual Meeting"), to be held on August 22, 1997. Such solicitation is being
made by mail, although the Company may also use its officers and regular
employees to solicit proxies from shareholders personally, or by telephone,
telegraph or letter. The costs of this solicitation will be borne by the
Company. The Company may request nominees and brokers to solicit their
principals and customers for their proxies, and in such event the Company may
reimburse such nominees and brokers for their reasonable out-of-pocket
expenses.
All shares represented by valid proxies received pursuant to this
solicitation, and not revoked, will be voted at the Annual Meeting, and where
a specification is made on the proxy, such shares will be voted in accordance
with such specification. Unless contrary instructions are given, shares will
be voted in favor of the proposals set forth in the accompanying Notice of
Meeting and for the nominees for Directors set forth herein and in the
discretion of the appointed proxies upon such other matters as may properly
come before the meeting. Any proxy may be revoked by the shareholder at any
time prior to the voting thereof, by giving written notice to the Company
prior to the Annual Meeting or by giving oral notice to the Company at the
Annual Meeting.
The Board of Directors has fixed the close of business on July 18, 1997
as the record date (the "Record Date") for the determination of the
shareholders entitled to receive notice of, and to vote at, the Annual Meeting
and at any adjournment(s) thereof, notwithstanding any subsequent transfers of
stock.
OUTSTANDING VOTING SECURITIES
On July 18, 1997, there were 3,044,136 outstanding shares of the
Company's common stock without par value ("Common Stock") each of which is
entitled to one vote on each matter to be considered at the Annual Meeting.
The Company has no other class of securities outstanding which has voting
rights. The presence either in person or by proxy of the persons entitled to
vote a majority of the Common Stock is necessary for a quorum for the
transaction of business at the Annual Meeting.
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock (its only outstanding voting
securities on July 18, 1997) (i) by each person who is known by the Company to
own beneficially more than 5% of the Common Stock, (ii) by each Director that
owns Common Stock, (iii) by the executive officer named in the Summary
Compensation Table in this Proxy Statement and (iv) by all Directors and
Officers of the Company as a group.
Name of Beneficial Amount & Nature
Owner or Identity of Beneficial Percent
of Group Ownership of Class (1)
- ----------------------------------------------------------------------------
A&D Co. of Japan 869,560(2) 28.6%(2)
Daihatsu-Nissay
Ikebukuro Bldg.
3-23-14 Higashi-Ikebukuro
Toshima-ku, Tokyo 170, Japan
Shoiche Sekine 869,560(3) 28.6%(3)
c/o A&D Co. of Japan
Daihatsu-Nissay
Ikebukuro Bldg.
3-23-14 Higashi-Ikebukuro
Toshima-ku, Tokyo 170, Japan
Gerald J. Zobrist 688,480(4) 20.8%(4)
2900 Eight Mile Road
Cincinnati, Ohio 45244
CapTec Corporation 395,480(5) 13.0%(5)
2900 Eight Mile Road
Cincinnati, Ohio 45244
James B. Webb 145,650(6) 5.0%(6)
All Directors and Executive 1,826,340(7) 52.0%(7)
Officers as a Group (5 in number)
(1) Percentages are based on an aggregate of 3,044,136 shares of Common
Stock outstanding as of the Record Date. Shares of Common Stock subject to
options exercisable within 60 days of the Record Date under the Company's
stock option plans are deemed outstanding for computing the percentage of
class of the person holding such option but are not deemed outstanding for
computing the percentage of class for any other person. See footnotes (4),
(5), (6) and (7) below.
(2) Does not include a stock option granted to A&D for 1,000,000 shares, as
consideration for making loans, and guaranteeing bank loans, to the Company.
See "Related Party Transactions" for a discussion of this option.
(3) These shares represent the shares owned by A&D. Mr. Sekine, [Internal
Auditor and minority owner of A&D] and a director and executive officer of the
Company, does not individually own any shares of the Company and disclaims
beneficial ownership of the shares held by A&D.
(4) Includes 395,480 shares held by CapTec Corporation, a company of which
Mr. Zobrist is the president, a director, and together with his spouse owns
all of the outstanding stock, 252,500 shares subject to currently exercisable
options and 40,500 shares held in trust for his minor children. Percentage
outstanding is based on 3,044,136 presently outstanding shares plus the
252,500 shares subject to options.
(5) Excludes shares beneficially owned by Mr. Zobrist and his spouse.
(6) Includes 15,000 shares held by Mr. Webb's wife and 128,750 shares subject
to presently exercisable options. Percentage is based on 3,044,136 presently
outstanding shares plus the 128,750 shares subject to options.
(7) Includes 35,800 shares owned of record and beneficially, 1,320,540 shares
held by wives, corporations, minor children or held in trust for minor
children, and 470,000 options which are presently exercisable or exercisable
within 60 days of the Record Date held by five officers and directors.
Percentages are based on presently outstanding shares of 3,044,136 plus
470,000 shares subject to options.
None of the above persons have shared voting or investment powers with regard
to their shares of Common Stock.
FIXING NUMBER OF DIRECTORS
At the Annual Meeting, shareholders will vote on a proposal to fix the
number of Directors of the Company for the ensuing year at three (3) in
number. The affirmative vote of the holders of a majority of the shares of
Common Stock which are represented at the meeting in person or by proxy and
entitled to vote will be necessary to approve this proposal. Management
recommends that shareholders vote FOR the foregoing resolution.
ELECTION OF DIRECTORS
At the meeting, Directors of the Company are to be elected to serve for the
ensuing year and until their respective successors are elected and qualified.
The existing three members of the Board of Directors will be nominees for
Directors (see below). The shares represented by the enclosed Proxy will be
voted for the election as Directors of the three nominees named below unless
otherwise indicated on the Proxy. If any nominee becomes unavailable for any
reason or if a vacancy should occur before the election (which events are not
anticipated), the shares represented by the enclosed Proxy may be voted for
such other persons as may be determined by the holders of such proxies.
Information Concerning Nominees
The information appearing in the following table with respect to age and
principal occupation has been furnished to the Company by the nominees.
Name Age Business Experience for Past Five Years
James B. Webb 40 President and Chief Executive Officer of the Company
since December 31, 1995. Treasurer of the Company
since September 1994. Secretary of the Company from
September 1993 to February 1996. Senior Vice
President of the Company from July 1989 to February
1996. Director of the Company since 1985.
Shoiche Sekine 65 Director of the Company since 1988. Director of A&D
Co., Ltd., Tokyo, Japan, a manufacturer of electronic
measurement instrumentation, from 1985 until June
1997. Executive Vice-President of the Company since
December 1992 and Secretary since February 1996.
Gerald J. Zobrist 54 President and Owner of CapTec Corporation(Acquisition
and Investment Company). Director of the Company
since 1970. President and Chief Executive Officer of
the Company from June 1970 until December 31, 1995.
None of the Directors are related.
The Board of Directors does not have standing audit, nominating or
compensation committees or committees performing similar functions.
During the fiscal year ended March 31, 1997, four meetings of the Board of
Directors were held. All existing Directors attended the meetings during the
period for which they were Directors.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
Name Age Business Experience for Past Five Years
- ------------------------------------------------------------------------------
James B. Webb 40 President and Chief Executive Officer of the Company
since December 31, 1995. Treasurer of the Company
since September 1994. Secretary of the Company from
September 1993 to February 1996. Senior Vice
President of the Company from July 1989 to February
1996. Director of the Company since 1985.
Shoiche Sekine 65 Executive Vice-President of the Company since December
1992 and Secretary since February, 1996. Director of
the Company since 1988.
Dale R. Nieman 50 Vice-President of the Company since 1985; Assistant
Treasurer since February, 1996.
Robert L. Goelz II 49 Vice-President of the Company since November 22, 1996.
Account executive for Wonderware Corporation from May
1995 until November 1996. Director of Marketing and
Sales for Crisp Automation Division of Square D Co.
Inc. from February 1990 until May 1995.
EXECUTIVE COMPENSATION
Report of the Board on Executive Compensation
The Company's Board of Directors does not have a Compensation Committee
but rather, the entire Board establishes the policies and procedures, as well
as amounts of compensation, for all executive officers of the Company. The
Company's compensation package for its executive officers consists of one or
more of the following: base salary, annual performance-based bonus and stock
option grants. In setting compensation levels the Board considers various
factors including salary levels of similarly situated executive officers at
comparable companies, the achievement of performance targets taking into
consideration competitive and economic conditions, and the Company's current
adverse financial condition.
The Board reviewed compensation for all of the Company's executive
officers and there were no salary increases during fiscal 1997. The lack of
salary increases were in recognition of cash flow problems of the Company
rather than any dissatisfaction with officer performance. No bonus was paid
to any executive officer for fiscal 1997.
Board of Directors
Gerald J. Zobrist James B. Webb Shoiche Sekine
Summary
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, the Company's chief executive
officer and any executive officer of the Company whose compensation exceeded
$100,000 during the last fiscal year (the "Named Executive Officer").
Summary Compensation Table
Annual Compensation Long Term Compensation
Securities All Other
Name and Salary Bonus Underlying
Compensation
Principal Position Year ($)(1) ($) Options ($)(2)
- -----------------------------------------------------------------------------
James B. Webb,
President and 1997 110,000 -0- -0- 1,650
Chief Executive 1996 103,475 -0- 55,000 1,104
Officer 1995 98,600 -0- -0- 1,612
(1) Includes amounts deferred at the direction of the executive officer
pursuant to the Company's 401(k) Retirement Plan.
(2) Amounts shown represent the Company's contribution for the executive
officer to the Company's 401(k) Retirement Plan.
No options were granted to the Named Executive Officer during the 1997
fiscal year pursuant to the Company's stock option plans.
No options were exercised by the Named Executive Officer during fiscal
1997.
Other Compensation
Directors of the Company receive no compensation for their services as
Directors.
Insider Participation in Compensation Determinations
The Board of Directors is responsible for executive compensation
decisions. Mr. Webb serves on the Board and is the President and Chief
Executive Officer of the Company. Mr. Sekine is a director and the Executive
Vice-President and Secretary of the Company. He is also a minority owner and
Internal Auditor of A&D Company, Ltd. of Tokyo, Japan ("A&D"), a company
which, as of the Record Date, owns 28.6% of the Company. The Company has in
place a policy that no director shall participate in determinations of his own
compensation. See "Related Party Transactions".
Financial Performance
The graph below summarizes the cumulative return experienced by the
Company's shareholders over the fiscal years ended 1993 through 1997, compared
to the NASDAQ Market Index U.S. and the S&P HighTech Composite Index.
Stock Performance Chart
Comparison of Five Year Cumulative Total Return*
Among Zonic Corporation, the NASDAQ Stock Market-US Index
and the S & P Technology Sector Index
ZNIC
Cumulative Total Return
Mar-92 Mar-93 Mar-94 Mar-95 Mar-96 Mar-97
Zonic Corporation - ZNIC 100 45 10 15 11 10
NASDAQ Stock Market (US) - INAS 100 115 124 138 187 208
S & P Technology Sector - ITES 100 110 129 164 221 299
* $100 invested on 3/31/92 in stock or index - including reinvestment of
dividends. Fiscal Year ending March 31.
RELATED PARTY TRANSACTIONS
In February 1988, the Company became affiliated with A&D, a Japanese
instrument manufacturing company, by reason of A&D's purchase on that date of
86,956 shares of the Company's Preferred Stock for approximately $2,000,000.
The Preferred Stock was converted on March 31, 1991 into 869,560 Common
Shares.
In February 1988, the Company appointed A&D as the Company's exclusive
marketing agent for the distribution of the Company's products in Japan
pursuant to an agreement which is terminable by either party upon 60 days
prior written notice. Total revenues related to products sold to A&D were
$113,914 for the year ended March 31, 1997. The Company sells its products to
A&D at discounts which vary by product. These discounts are a vendor-to-agent
discount and not a discount to the end-user. Generally, the discount rates
made available to A&D for specific products are greater than the discount
rates made available to non-affiliated international sales agents in other
countries because of the significance of the Japanese market and because A&D,
as a manufacturer of similar products, has significantly more technical
expertise than other agents currently used by the Company. Accordingly, A&D
can provide installation and more technical services to the end user, which
reduces the Company's selling expenses. The Company believes that the terms
made available to A&D as an international sales agent are fair and are not
more favorable than the terms that would be made available to a non-affiliated
sales agent in a similar market and with similar technical expertise.
In October 1988, Zonic A&D Company ("Zonic A&D"), a sales and marketing
joint venture was formed with A&D Engineering, Inc., a California subsidiary
of A&D. The joint venture marketed and sold all of the Company's products and
A&D's spectrum analysis instruments in the Western Hemisphere. Each company
had a 50% ownership in the joint venture which was based on a five-year
renewable agreement which provided for equal sharing of profits and losses,
sharing of expenses and all other respects except for A&D's funding
obligations. The Company provided Zonic A&D office space on a rent-free
basis. During 1997, the Company and A&D agreed to dissolve Zonic A&D to
simplify operations and reduce operating costs. All daily operations were
merged into the Company on April 1, 1997 and Zonic A&D will be dissolved in
fiscal 1998.
A&D loaned $2,801,500 to the joint venture to finance start-up costs and
operations. A&D also paid the Company a promotional fee of $500,000 to offset
the Company's 50% share of the start-up losses from the joint venture and the
Company loaned said amount to the joint venture. Beginning April 1, 1990,
Zonic A&D accrued interest to the Company and A&D of 4% per annum on the loans
each have made to Zonic A&D, to be paid upon termination of the joint venture.
During fiscal 1995, Zonic A&D repaid notes payable to A&D totaling
$2,691,500. The source of funds for the repayment was a capital contribution
from A&D Engineering, Inc. The remaining notes payable and unpaid interest to
A&D and to the Company were forgiven and contributed as capital.
In February 1991, the Company and A&D founded Zonic A&D Limited, a United
Kingdom corporation, for the purpose of marketing and selling the Company's
products and A&D's spectrum analysis instruments in the European Community.
Each partner had a 50% ownership interest and shared the results of the
operation equally. The Company contributed capital and made a loan totaling
$485,000 and recognized losses to the extent of its investment in Zonic A&D
Limited. No losses have been recorded by the Company since 1992. Due to
continuing losses, the partners of Zonic A&D Limited liquidated the company in
1997 and now distribute products in this market directly from their respective
operations.
In December 1992, the Company entered into a Credit Agreement and related
agreements (collectively the "Credit Agreement") with A&D, whereby the Company
has borrowed up to $2,480,000 from A&D. A&D has also guaranteed third party
loans pursuant to the Credit Agreement. Interest on each of the loans made
pursuant to the Credit Agreement bears interest at a fluctuating interest rate
per annum equal to prime plus one percent. Borrowings by the Company under the
Credit Agreement at March 31, 1997 consist of $2,600,000 in bank loans
guaranteed by A&D, and $605,000 in loans due A&D. The amount of bank loans
guaranteed by A&D under the Credit Agreement was reduced to $1,100,000 in
June, 1997.
As consideration for the making of loans and issuance of guaranties under
the Credit Agreement by A&D, the Company granted A&D a stock option (the
"Option") to purchase 1,000,000 shares of the Common Stock at a purchase price
of $2.00 per share. The Option is currently exercisable and expires on June
30, 2004. The Credit Agreement is collateralized by all the assets of the
Company and contains several negative covenants that the Company must comply
with including restrictions on assuming additional indebtedness and the
issuance of stock options to directors and officers. The Credit Agreement
provides that A&D will be able to exercise significant influence on the
Company's operations and policies.
Lastly, as a condition to entering into the Credit Agreement with A&D,
the Company executed an Initial Release to discharge A&D and its affiliates
from any and all prior and future causes of action or damages the Company may
have against A&D except for claims arising in respect of the failure of A&D to
perform existing written agreements between the parties and any release of
causes of action which are otherwise prohibited by law. Under the Credit
Agreement, a Subsequent Release from liability is required to accompany each
written notice to A&D for a draw or guarantee. The Subsequent Release
discharges A&D and its affiliates from all causes of action that may arise out
of the Credit Agreement up to the date of that advance, but not for any
failure of A&D to perform its obligations under the Credit Agreement and any
release of causes of action which are otherwise prohibited by law.
In 1994, the Company assumed a $90,000 short-term loan due A&D from Zonic
A&D which is not part of the Credit Agreement. The loan bore interest at 4%
and was paid on December 31, 1996.
In February 1995, A&D also guaranteed a $600,000 short-term bank loan of
the Company which was used to extinguish $2,422,879 of the Company's then
existing short-term bank debt and interest. This short-term loan bears
interest at 1.5% over the federal funds rate adjusted and payable on a
quarterly basis. The due date has been extended to September 15, 1997.
Effective December 31, 1996, the Company sold its Zeta technology and
software (the "Zeta Technology") to A&D pursuant to a Confidential "Zeta
Technology" Sale Agreement between A&D and the Company dated December 31,
1996, and related letters (the "Zeta Sale Agreement"). The principal assets
disposed of included the core software (inclusive of its micro code), all the
application software and associated techniques and know-how employed within
the collection of software that the Company has developed and designed for its
System 7000 and WS 7000 product lines. This includes the Zeta phased sine,
Zeta data manager, Zeta intensity and Zeta rotating machinery software. Under
the terms of the Zeta Sale Agreement, the Company retains the right to
distribute the Zeta Technology internationally in exchange for a royalty
payment to A&D in the amount of 15% of the proceeds of the sale of the Zeta
products.
Proceeds from the sale of the Zeta Technology were $3.6 million, and
consisted of (i) two notes receivable, one in the amount of $900,000 due on
March 31, 1997, which was paid in full, and one in the amount of $1.5 million
due on June 30, 1997, which was paid in full, the proceeds of which were used
to pay down the Company's outstanding bank debt; (ii) a $648,000 set-off
against accounts payable and accrued interest owed to A&D by the Company; and
(iii) a $570,000 set-off against loans A&D extended to the Company under the
Credit Agreement and otherwise. The purchase price was determined through
negotiations between the Company and A & D over a period of six months with
the Company's objective being obtaining the highest price possible.
On February 27, 1997, the Company sold its Xcite Product line including
substantially all of the related assets to Xcite Systems Corporation.
Proceeds from the sale include $70,000 cash and royalties on future sales of
the Xcite products by Xcite Systems Corporation (not to exceed $110,000). In
connection with this sale, the Company may not engage in the excitation
business for a period of 15 years from the date of the sale, and the Company
granted Xcite Systems Corporation a nonexclusive right to use the "Zonic" mark
in their promotional material for two years from the sale. Gerald J. Zobrist,
a Director of the Company, is an officer, director and controls 100% of the
stock of a corporation owning 50% of Xcite Systems Corporation's stock. The
purchase price was determined through competitive bidding by three companies,
including Xcite Systems Corporation. In determining which offer to accept,
the Company considered the following factors: (i) the financial and technical
capability of the bidder to support existing customers and fulfill future
orders, (ii) the price and payment terms offered by the bidder, (iii) how
quickly the purchase could be effected and (iv) conditions imposed on the sale
by the bidder. Xcite Systems Corporation was selected because it satisfied
more of the above-listed factors than the other bidders.
Except as otherwise noted, with respect to each of the foregoing related
party transactions, it is the opinion of management of the Company that said
transactions were upon terms as favorable to the Company as those which could
have been secured from non-affiliated parties.
In fiscal 1996, Mr. Zobrist resigned as President, CEO and all other
positions with the Company and its affiliates, except he continues to be a
director of the Company. As severance, he received $125,000 in bi-monthly
installments of $5,000 each, of which $105,000 was paid in fiscal 1997. The
Company continued his coverage under its health insurance plan through March,
1996 after which he became eligible for COBRA benefits at his own expense, and
transferred certain office furnishings to him without cost. Mr. Zobrist
agreed to surrender to the Company 50,000 shares of his Common Stock without
consideration. The Company paid for the auto previously furnished to him
through September, 1996.
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 of the Common Stock, to file with the Securities and Exchange
Commission initial reports of stock ownership and reports of changes in stock
ownership. Due to administrative oversight, Mr. Robert L. Goelz, II, the Vice
President of Sales and Marketing, filed a late Form 3 reporting his ownership
of stock options granted in fiscal 1997.
OTHER MATTERS
Management does not know of any other matters which may come before the
meeting. However, if any other matters are properly presented to the meeting,
or any adjournment thereof, it is the intention of the persons named in the
accompanying Proxy to vote, or otherwise act, in accordance with their
judgment on such matters.
Deloitte & Touche LLP, the Company's independent public accountants for
the most recent fiscal year, will again act as the Company's accountant for
the current fiscal year. A representative of Deloitte & Touche LLP will be
present at the annual meeting of shareholders and shall have the opportunity
to make a statement if he desires to do so, and the representative will be
available to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
Proposals intended to be presented by shareholders at the next annual
meeting of the Company must be received by the Company, to be considered for
inclusion in any proxy material, not later than February 10, 1998, at the
Company's offices at Park 50 TechneCenter, 50 West TechneCenter Drive,
Milford, Ohio 45150-9777.
BY ORDER OF THE BOARD OF DIRECTORS
James B. Webb, President
Milford, Ohio
July 21, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ZONIC CORPORATION
Proxy for Annual Meeting of Shareholders, August 22, 1997
The undersigned hereby appoints James B Webb and Dale R. Nieman as
Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of common stock of Zonic Corporation held of record by the undersigned on July
18, 1997 at the annual meeting of shareholders to be held on August 22, 1997
or any adjournment thereof.
1. PROPOSAL TO FIX THE NUMBER OF DIRECTORS AT THREE IN NUMBER
_____ For _____ Against _____ Abstain
2. ELECTION OF DIRECTORS
INSTRUCTION: Indicate by "X", For, Against, or Abstain for each nominee.
S. Sekine _____ For _____ Against _____ Abstain
J. Webb _____ For _____ Against _____ Abstain
G. Zobrist _____ For _____ Against _____ Abstain
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
ZONIC CORPORATION
PARK 50 TECHNECENTER, 50 WEST TECHNECENTER DRIVE
MILFORD, OHIO 45150-9777
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, AUGUST 22, 1997
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, the proxy will be
voted for Proposals 1 and 2.
__________________________________________________
Signature
__________________________________________________
Signature if held jointly
Dated: _______________ , 1997
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
