UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934.
Filed by the registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive proxy Statement
....................................................................
DATA MEASUREMENT CORPORATION
....................................................................
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A. (Paid by wire transfer.)
DATA MEASUREMENT CORPORATION
15884 Gaither Drive
Gaithersburg, Maryland 20877
(301) 948-2450
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 1995
To the Stockholders of Data Measurement Corporation:
The 1995 Annual Meeting ("Meeting") of the stockholders of
Data Measurement Corporation ("Company"), a Delaware corporation,
will be held at the Mayflower Hotel, 1127 Connecticut Avenue, N.W.,
Washington, D.C. on Thursday, May 4, 1995 at 4:00 o'clock P.M.,
Eastern Daylight Time, on that day and thereafter as it may from
time to time be adjourned, for the following purposes:
1. To elect eight directors to serve until the next annual
meeting of the stockholders and until their successors shall have
been duly elected and shall have qualified; and
2. To transact such other and further business as may properly
come before the Meeting and any adjournments or postponements
thereof.
The names of the Board of Directors' nominees to be directors
of the Company are set forth in the accompanying Proxy Statement
and are incorporated herein by reference.
The Company's stock transfer books will not be closed for this
Meeting, but in lieu thereof, the Board of Directors has fixed the
close of business on March 31, 1995 as the record date for the
determination of the stockholders entitled to notice of and to vote
at this Meeting.
If you do not expect to be present at the Meeting, please date
and sign the enclosed Proxy and return it promptly in the addressed
envelope furnished. If you expect to attend the Meeting, you may
sign and return the Proxy to facilitate counting or you may vote in
person or by Proxy at the Meeting.
By Order of the Board of Directors
Dominique Gignoux
President
Gaithersburg, Maryland
April 3, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POST-PAID ENVELOPE. NO MATTER HOW MANY OR HOW FEW
SHARES YOU OWN, YOUR VOTE IS IMPORTANT. IF YOU ATTEND THE
MEETING, YOU MAY SUPERSEDE YOUR EXECUTED PROXY BY INDICATING
TO THE SECRETARY YOUR DESIRE TO VOTE IN PERSON.
DATA MEASUREMENT CORPORATION
15884 Gaither Drive
Gaithersburg, Maryland 20877
(301) 948-2450
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 1995
The enclosed proxy is solicited by the Board of Directors of
Data Measurement Corporation ("Company"), a Delaware corporation,
for use at the 1995 Annual Meeting ("Meeting") of its stockholders
to be held on Thursday, May 4, 1995 and any adjournments or
postponements thereof, at the time and place and for the purposes
set forth in the foregoing Notice of Annual Meeting of
Stockholders.
The costs of solicitation, including the cost of preparing and
mailing the Notice of Annual Meeting of Stockholders and this Proxy
Statement, will be paid by the Company. Solicitation will be made
primarily by mailing this Proxy Statement to all stockholders
entitled to vote at the Meeting. Proxies may be solicited by
officers of the Company personally, but at no compensation in
addition to their regular compensation as officers. The Company
may reimburse brokers, banks and others holding shares in their
names for third parties, for the cost of forwarding Proxy
Statements to an obtaining Proxies from third parties.
Only stockholders of record ("Stockholders") as of the close
of business on March 31, 1995 may vote at the Meeting or at any
adjournment or postponement thereof. As of March 31, 1995, there
were 1,331,818 shares issued and 1,328,318 shares outstanding of
Common Stock of the Company, the only class of securities of the
Company entitled to vote at the Meeting. Each Stockholder is
entitled to one vote for each share registered in his or her name.
Cumulative voting is not permitted.
This Proxy Statement and Notice of Meeting, the proxy card and
the Company's Annual Report, including consolidated financial
statements are being mailed to stockholders on or about April 3,
1995.
Many of our stockholders are unable to attend the Meeting.
Therefore, the Company's Board of Directors solicits proxies so
that each stockholder has the opportunity to vote on the proposals
to be considered at the Meeting. When a proxy card is returned
properly signed and dated, the shares represented thereby will be
voted in accordance with the instructions on the proxy card.
However, if a stockholder does not return a signed proxy card, his
or her shares will not be voted by the Proxies. Stockholders are
urged to mark the boxes on the proxy card to indicate how their
shares are to be voted. If a stockholder returns a signed proxy
card and a choice is not specified, the shares represented by that
proxy card will be voted "FOR" at the proxy holders' discretion, in
order to transact such other business as may properly come before
the Meeting, or any adjournments or postponements thereof
(including any proposal to adjourn the Meeting) (Proposal No. 2).
Stockholders of the Company who execute Proxies retain the
right to revoke them at any time before they are voted. Any Proxy
given by a Stockholder may be revoked (i) by duly executing and
delivering a later Proxy prior to the exercise of such Proxy, (ii)
by giving notice of revocation in writing to the Secretary of the
Company prior to the Meeting, at 15884 Gaither Drive, Gaithersburg,
Maryland 20877, or (iii) at the Meeting by attending and voting in
person.
A quorum for the transaction of business at the Meeting
consists of holders of a majority of the outstanding shares of the
Company's Common Stock present in person or by proxy. In the event
that less than a majority of the outstanding shares are present at
the Meeting, either in person or by proxy, a majority of the shares
so represented may vote to adjourn the Meeting from time to time
without further notice, other than announcement at the Meeting,
until a quorum shall be present or represented. Directors
receiving a plurality of votes will be elected in the order of the
number of votes received. On other matters properly brought before
the Meeting or any adjournments thereof, the vote required for
approval is a majority of the total number of votes which those
present at the Meeting, in person or by proxy, are entitled to
cast.
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K MAY BE OBTAINED BY ANY STOCKHOLDER
OF THE COMPANY, WITHOUT CHARGE, BY WRITING TO CORPORATE SECRETARY,
DATA MEASUREMENT CORPORATION, 15884 GAITHER DRIVE, GAITHERSBURG,
MARYLAND 20877.
DIRECTORS AND EXECUTIVE OFFICERS
The following information is given as of February 28, 1995 and
has been furnished to the Company. Nominees for Director are
indicated by an asterisk.
<TABLE>
<CAPTION>
Name Age Principal Occupation and
Positions with the Company
<S> <C> <C>
J. T. Armfield 48 Mr. Armfield has managed mechanical manufacturing, production,
service, and engineering and was elevated in October 1990 to
Vice President for Engineering and Manufacturing.
Sam R. Clatworthy 46 Mr. Clatworthy joined the Company as Treasurer in 1990. He was
formerly Comptroller of Lexico, Inc. a software systems firm,
and prior to 1986, with International Telephone and Telegraph.
He received a B.B.A. in accounting from Ohio University.
James F. Collins * 68 Mr. Collins has served as a Director of the Company since 1981.
He is currently President of the Steel Manufacturers Association,
a trade association. Through 1986, he was Executive Vice
President and Treasurer of the American Iron and Steel Institute.
He was formerly U.S. Deputy Assistant Secretary of Commerce
(1962-1967).
Dominique Gignoux * 66 Mr. Gignoux has served as President and Chairman of the Board
since 1977. He is a graduate of Harvard University (M.A.) and
the University of Paris (M.S.). He was founder and President
of Columbia Research Corporation (1967-1977), a research and
development firm. He currently also serves as a director of
Optelecom, Inc., a firm that designs optical fiber communication
systems.
Marshal Greenblatt * 55 Dr. Greenblatt was elected to the Board of Directors in July 1990.
He founded and was president of Materials Engineering Associates,
Inc. of Lanham, Maryland, and of Buffalo Materials Research, Inc.
of Buffalo, New York until March 1993. He is a co-founder of two
other local companies, Fusion Systems Corporation and Chesapeake
Laser Systems Corporation. He is currently a private investor and
a director of Diamond Properties, Inc. He holds B.A. and B.S.
degrees from Columbia University and a Ph.D. from Princeton
University.
Gregory A. Harrison * 48 Mr. Harrison has served as a director since 1994. Since 1985, he
has been President of Greg Harrison, P.E. & Associates, a project
and safety engineering consulting group. He was a Senior Project
Manager at Tenera, L.P., a nuclear power plant consulting firm
from 1983 to 1985 and, prior to that, a Licensing Project Manager
with the Nuclear Regulatory Commission. Mr. Harrison holds B.S.
and M.S. degrees from the University of Maryland and an M.S.
degree from George Washington University and a Ph.D. from
Kentucky-Western.
Ira A. Hunt * 70 Mr. Hunt, Maj. Gen. U.S. Army, (Ret.), has served as a director
of the Company since 1981. He is currently Chairman of Overlook
Communications in Atlanta, Georgia. Mr. Hunt formerly was Vice
President of Frank E. Basil, Inc. (1981-1991) and President of
Pacific Architects and Engineers, Inc. (1978-1981). He is a
graduate of the U.S. Military Academy.
Michael A. Norbury 44 Mr. Norbury was elected Vice President of the Company in 1990.
He has been the Manager of Engineering for the Company prior to
this appointment since 1987. He was formerly the Chief Engineer
for Weston Controls, a division of Fairchild Weston Systems, Inc.
Mr. Norbury is a graduate of the United States Naval Academy and
holds a B.Sc. degree. He is also a graduate of the Naval Nuclear
Power program.
Stephen J. Outhwaite 51 Mr. Outhwaite joined the Company and was elected Vice President
in 1986. He was formerly Product Manager-Gauges with Weston
Controls, a division of Fairchild Weston Systems, Inc., and prior
to 1974 was Technical Manager, Daystrom Ltd., Gloucester, England.
He holds a B. Sc. degree from Liverpool University.
Frederick S. Rolandi * 43 Mr. Rolandi joined the Company as Vice President of Finance in
May 1991 and was elected a director in 1992. He was formerly
Vice President with Comcast Cable Communications and is a
graduate of the Harvard Business School and holds an Industrial
Engineering degree from Stanford University.
John D. Sanders * 56 Mr. Sanders has served as a director of the Company since 1985.
He has served as Chairman and Chief Executive Officer of TechNews,
Inc., since 1988. He currently serves as a director of
Industrial Training Corporation (a manufacturer of video-based
training programs), Daedalus Enterprises, Inc. (an electronics
equipment manufacturer), and Information Analysis Incorporated
(a computer systems services firm). Mr. Sanders holds a Ph.D.
in electrical engineering from Carnegie-Mellon University.
Bonnie K. Wachtel * 39 Ms. Wachtel has served as a director of the Company since June
1993. Since 1984, she has been Vice President and General Counsel
of Wachtel & Co., Inc., an investment banking firm in Washington,
D.C. From 1980 to 1984, Ms. Wachtel was an associate attorney
with the law firm of Weil, Gotshal and Manges in New York City.
She is a director of Information Analysis, Inc., Integral Systems,
Inc., SSE Telecom, Inc. and VSE Corporation. Ms. Wachtel received
her B.A. and M.B.A. degrees from the University of Chicago and a
J.D. from the University of Virginia.
</TABLE>
There are no family relationships among any of the directors or
executive officers of the Company. A review of Forms 4 and 5
provided to the Company does not indicate any failure to timely
file reports required by Section 16(a) of the Securities and
Exchange Act of 1934 as amended.
COMMITTEES AND BOARD MEETINGS
The Company has three standing committees of the Board of
Directors: the Stock Option and Executive Compensation committee,
the Audit committee, and the Retirement Plan committee. The
Company has no nominating committee. The Board of Directors acts
as nominating committee for selecting management nominees for
election as directors.
The Stock Option and Executive Compensation committee consists
of three outside directors: Messrs. Greenblatt, Harrison and Ms.
Wachtel. Its purpose is to make recommendations concerning
executive compensation to the Board of Directors. The Committee
determines the officers and key employees or the class or group of
officers and key employees to be granted options under the various
option and warrant plans ("Plans") offered by the Company, and the
number of shares subject to each option based on the performance of
the employee. No member of such committee is eligible, while a
member, to participate in any non-director Plans. The committee
has complete authority to interpret the Plans, to prescribe, amend
and rescind rules and regulations relating to the Plans, to
determine the terms and provisions of the respective option
agreements (which need not be identical), and in general to make
all determinations necessary or advisable for the administration of
the Plans. Such determinations are final. No member of the
committee is liable for any action taken in good faith relating to
the Plans or any grant made thereunder. The Stock Option and
Executive Compensation committee met three times in 1994.
The Audit committee consists of three directors: Messrs.
Gignoux, Greenblatt and Sanders. It was established in September
1987 to make recommendations to the Board of Directors regarding
selection of independent auditors and other matters pertaining to
the Company's annual audit. The committee met once in 1994.
The Retirement Plan committee consists of two directors:
Messrs. Gignoux and Sanders. Its purpose is to administer the
Company's profit sharing plan and trust. This committee met once
in 1994.
DIRECTOR'S COMPENSATION
The Board of Directors met five times in 1994. Each director
is compensated on the basis of $500 per calendar quarter and such
compensation is included in the "Cash Compensation Table". No
director attended less than 75% of the meetings. In addition,
during 1994, Ms. Wachtel received a consulting fee in the amount of
$2,000. Also in 1994, Mr. Harrison received a grant of options to
purchase 5,000 shares of the Company's common stock at an exercise
price of $4.00 exercisable until December 31, 1997 pursuant to the
Outside Directors' Stock Option Plan. Messrs. Collins, Greenblatt,
Hunt and Ms. Wachtel also received 1,000 non-qualified stock
options at an exercise price of $5.50 exercisable until December
31, 1997.
PRINCIPAL STOCKHOLDERS
The following table shows as of February 28, 1995, the persons
known by the Company to own beneficially more than 5% of its $.01
par value Common Stock, the Company's only class of outstanding
voting securities. Each person has the sole voting and investment
powers associated with the shares shown as beneficially owned by
him.
<TABLE>
<CAPTION>
Title Name of Amount and Nature of Percent of
of Class Beneficial Owner Beneficial Ownership Class<F3>
<S> <C> <C> <C>
Common Dominique Gignoux 314,434<F1> 18.7%
15884 Gaither Drive
Gaithersburg, MD 20877
Michael A. Besche 140,333<F2> 8.3%
<FN>
<F1>Includes 15,600 shares owned by Mr. Gignoux's minor son.
<F2>Includes 100,000 shares subject to exercise upon conversion of a
Convertible Subordinated Debenture owned by Besche Oil Company.
<F3>Includes total outstanding shares (1,328,818) plus shares subject
to exercise of presently exercisable options and warrants (184,953)
and shares subject to exercise upon conversion of Convertible
Subordinated Debentures (170,000), for a total of 1,683,771 shares.
</FN>
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of February 28, 1995,
information with respect to the beneficial ownership by each
director and director nominee and by all directors and all officers
as a group, of the Company's Common Stock. Nominees for director
are indicated by an asterisk.
<TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
<CAPTION>
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership Percent of Class<F2>
<S> <C> <C>
James F. Collins * 4,000<F8> 0.2%
Dominique Gignoux * 314,434<F1> 18.7%
Marshal Greenblatt * 24,800<F6> 1.5%
Gregory A. Harrison * 72,749<F10> 4.3%
Ira A. Hunt * 7,400<F3> .6%
Frederick S. Rolandi * 28,000<F7> 1.7%
John D. Sanders * 58,006<F4> 3.4%
Bonnie K. Wachtel * 17,950<F9> 1.1%
All directors and all officers 593,005<F5> 35.2%
as a group (12 persons)
<FN>
<F1> Includes 15,600 share (.9 percent) owned by Mr. Gignoux's minor
son, 6,334 shares issuable upon the exercise of options which
expire December 31, 1997, and 20,000 shares subject to exercise
upon conversion of Convertible Subordinated Debentures.
<F2> Includes total outstanding shares (1,328,818) plus shares subject
to exercise of presently exercisable options and warrants (184,953)
and shares subject to exercise upon conversion of Convertible
Subordinated Debentures (170,000), for a total of 1,683,771.
<F3> Includes 4,000 shares issuable upon the exercise of options which
expire December 31, 1997.
<F4> Includes 10,000 shares subject to a warrant, 3,750 shares issuable
upon the exercise of options which expire December 31, 1997, 200
shares owned by and for the benefit of Mr. Sanders' immediate
family, 20,000 shares subject to exercise upon conversion of
Convertible Subordinated Debentures, and 10,756 shares held in Mr.
Sanders' profit sharing trust.
<F5> Includes 99,500 shares subject to options and warrants. Includes
15,800 shares (.9 percent) owned for the benefit of members of
directors' immediate families and 55,200 shares subject to exercise
upon conversion of Convertible Subordinated Debentures.
<F6> Includes 10,000 shares subject to exercise upon conversion of
Convertible Subordinated Debentures, 4,000 shares issuable upon the
exercise of options which expire December 31, 1997 and 2,600 shares
held in Mr. Greenblatt's profit sharing plan.
<F7> Includes 18,000 shares issuable upon the exercise of options which
expire December 31, 1997.
<F8> Includes 2,750 shares issuable upon the exercise of options which
expire December 31, 1997.
<F9> Includes 2,750 shares issuable upon the exercise of options which
expire December 31, 1997 and 5,200 shares subject to exercise of
Convertible Subordinated Debentures.
<F10>Includes 1,250 shares issuable upon the exercise of options which
expire December 31, 1997.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
The following is furnished for the years 1994, 1993 and 1992
with respect to the aggregate compensation earned for services to
the Company in all capacities by the chief executive officer and
other executive officers of the Company whose total compensation
exceeded $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term
Name Compensation All Other
and Incentive Stock Compen-
Principal Bonus Options sation<F2>
Position Year Salary($)<F1> ($) (#) ($)
<S> <C> <C> <C> <C> <C>
Dominique Gignoux 1994 142,001 8,121 4,000 2,800
President & CEO 1993 142,001
1992 133,654
Frederick S. Rolandi 1994 107,121 10,279 4,000 2,202
Vice President & CFO 1993 104,693 2,000 1,904
1992 96,769
Stephen J. Outhwaite 1994 104,120 10,874 2,000 2,082
Senior Vice President 1993 101,693 1,000 2,034
1992 95,194 1,904
<FN>
<F1>Includes Director's fees if applicable.
<F2>These amounts represent Company matching amounts pursuant to the
401(k) Plan.
</FN>
</TABLE>
<TABLE>
1994 OPTION GRANTS TABLE
<CAPTION>
Potential Realized Value
# Options % of Total Exercise Expiry at Assumed Appreciation Rate
Name Granted Granted Price Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Dominique Gignoux 4,000 8.6% $5.38 12/31/97 $3,389 $7,116
Frederick S. Rolandi 4,000 8.6% $4.75 12/31/97 $3,545 $7,553
Stephen J. Outhwaite 2,000 4.3% $5.50 12/31/97 $1,734 $3,641
</TABLE>
1994 AGGREGATED OPTION EXERCISE TABLE
In 1994 no options were exercised by the individuals named
below; however, the number and value of options held at year end is
set forth below.
<TABLE>
1994 AGGREGATED OPTION EXERCISE TABLE
<CAPTION>
Year End Options Held Value of In-the-Money Options
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Dominique Gignoux 6,334 2,666 $11,250 $ -0-
Frederick S. Rolandi 18,000 3,500 $34,250 $1,000
Stephen J. Outhwaite 31,334 1,666 $ 6,750 $ -0-
</TABLE>
The Performance Trend Chart shown below compares the stock
price variation of the Company's common stock with the performance
of all NASDAQ stocks and with the performance of all non-financial
stocks listed on the NASDAQ during the last five years. The
analysis assumes that $100 was invested in the Company and in each
of the two indices on January 1, 1990. Total return assumes that
dividends, if any, were reinvested.
<TABLE>
DMC STOCK PERFORMANCE
<CAPTION>
TOTAL NON FINAN
NASDAQ NASDAQ DMC
<S> <C> <C> <C>
BASE 100.00 100.00 100.00
1990 84.92 88.03 26.92
1991 136.28 141.73 19.23
1992 158.58 154.92 73.08
1993 180.93 177.61 57.69
1994 176.92 170.30 73.08
</TABLE>
The Performance Trend Chart compares the stock price
variation of the Company's common stock with the performance of all NASDAQ
stocks and with the performance of all non-financial stocks listed on the
NASDAQ during the last five years. The analysis assumes that $100 was
invested in the Company and in each of the two indices on January 1, 1990.
Total return assumes that dividends, if any, were reinvested.
REPORT OF THE STOCK OPTION AND EXECUTIVE COMPENSATION COMMITTEE
The Stock Option and Executive Compensation Committee is
responsible for developing and making recommendations to the Board
with respect to the Company's executive compensation policies
including amounts and forms of compensation. In addition, the
Committee makes annual recommendations to the Board for the
compensation to be paid to the Chief Executive Officer as well as
to each executive officer of the Company.
The objectives of the Company's Executive Compensation program
are to provide 1.) levels of compensation that are competitive
within the industry and market in which the Company competes, 2.)
annual incentive compensation which varies with the financial
performance of the Company, and 3.) long term incentive
compensation which aligns the interests of management with those of
the shareholders.
Officers' base salaries are reviewed annually by the Committee
based on the results achieved by each officer relative to the
officer's assigned goals and with regard to competitive salary
practices of similar employers. In 1994, the Company's Chief
Executive Officer was awarded a stock option in lieu of the
increases to base salary that he otherwise would have received in
1993 and 1994.
Annual incentive compensation is based on targets developed in
conjunction with management and approved by the Committee near the
beginning of each year. The targets are consistent with financial
plans and budgets approved by the Board. For 1994, corporate
earnings per share and operating income were the primary measures
of performance.
The Company's primary long term incentive is stock options.
The Company currently has two active stock option plans under which
shares of the Company's Common Stock are issued and reserved for
issuance to officers, key employees, and directors of the Company.
The Company believes that these stock option plans create a
mutuality of interest between management and shareholders. The
Company also believes that such plans help the Company attract and
retain qualified directors, officers, managers and key employees.
The exercise price per share of each option or warrant under all
the plans specified above was not less than the fair market value
of a share of the Company's Common Stock on the date of grant. For
more information concerning the Company's option plans, see Note 6
to the Consolidated Financial Statements.
Submitted by the Compensation Committee: Marshal Greenblatt,
Gregory Harrison and Bonnie Wachtel.
EXECUTIVE AGREEMENT
On March 23, 1989, the Company entered into an agreement with
Mr. Gignoux to receive severance pay equal to three years of his
annual salary payable in equal monthly installments for three
years, in the event of his voluntary or involuntary termination as
CEO of the Company. Such severance pay shall not be paid in the
event Mr. Gignoux has either sold all his stock in the Company or
has rejected a valid general cash offer to purchase all his stock
in the Company, which is accepted by at least twenty percent of the
holders of the Company's outstanding stock and which has a price
per share at least equal to book value per share or the latest
reported sales price per share of the stock prior to the offer,
whichever is greater. No such offer is pending.
RETIREMENT BENEFITS
On February 9, 1988 the Board of Directors authorized the
Company's adopting a 401(k) Plan and Trust as its profit sharing
plan and trust, effective March 1, 1988. A Retirement Plan
Committee, consisting of Messrs. Gignoux and Sanders, was appointed
to administer the Plan. The maximum percentage of employee
compensation contributions eligible for a matching Company
contribution was set at 4% of gross compensation. The Company's
matching contribution was set at 62.5%. Of the 62.5% matching
contribution paid by the Company, 25.0% is paid in cash and 37.5%
is paid in shares of the Company's common stock. The Plan Year is
the calendar year. All employees who are U.S. residents are
eligible to participate once they (1) have reached 21 years of
age, and (2) have worked for the Company at least 12 months, during
which they have worked at least 1,000 hours. Each participant is
100% vested with respect to his or her own contribution, and vested
as follows with respect to the Company's matching contribution: 0%
with less than two years service, 50% on completion of two years
service, 75% on completion of three years service, and 100% after
completion of four years service.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche has served as auditors for the Company since
1983. A representative of Deloitte & Touche is expected to be
present at the Meeting and will be available to respond to
appropriate questions and will have an opportunity to make a
statement if he or she so desires.
STOCKHOLDER PROPOSALS
Proposals of Stockholders intended for possible action at the
1996 annual meeting must be received by Corporate Secretary, Data
Measurement Corporation, 15884 Gaither Drive, Gaithersburg,
Maryland 20877 not later than December 15, 1995, in order to be
included in the Company's proxy statement and form of proxy
relating to that meeting. These proposals must meet shareholder
eligibility and other requirements of the Securities and Exchange
Act of 1934, as amended.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees for Election as Directors. The Company's Bylaws
provide for a Board of Directors which consists of eight members.
Directors are to be elected at each annual meeting of stockholders
and hold office until the next annual meeting and until their
successors have been elected and qualified. The following eight
persons have been nominated to serve such a one-year term:
James F. Collins Dominique Gignoux
Marshal Greenblatt Gregory A. Harrison
Ira A. Hunt, Jr. Frederick S. Rolandi
John D. Sanders Bonnie K. Wachtel
The proxy holders named on the Proxy will vote for the
election of the eight nominees listed above, unless otherwise
instructed on the signed, returned Proxy. These nominees have been
selected by the Board of Directors. YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES
NAMED ABOVE. If you do not wish your shares to be voted for
particular nominees, please so indicate in the manner provided on
the Proxy. Proxies cannot be voted for more than the eight
nominees listed above.
If any nominee becomes unavailable for any reason, the share
represented by Proxy will be voted for the person, if any, who is
designated by the Board of Directors to replace the nominee. The
Board of Directors has no reason to believe that any of the
nominees will be unavailable. Each nominee has consented to be
named and has indicated his intent to serve if elected.
There are no arrangements or understandings between the
Company and any person pursuant to which such person has been
elected as a director.
PROPOSAL NO. 2
OTHER PROPOSED ACTION
The Company is not aware of any other business which will come
before the Meeting, but if any such matters are properly presented,
Proxies solicited hereby will be voted in accordance with the best
judgment of the persons holding the Proxies. All shares
represented by duly executed Proxies will be voted at the Meeting.
By Order of the Board of Directors
Dominique Gignoux
President
Gaithersburg, Maryland
April 3, 1995
DATA MEASUREMENT CORPORATION
PROXY
Proxy for Annual Meeting of Stockholders May 4,1995.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Stock acknowledges receipt of a
copy of the Notice of Annual Meeting of Stockholders of Data Measurement
Corporation ("Company") and the accompanying Proxy Statement dated April 3,
1995 and, revoking any proxy heretofore given, hereby constitutes and
appoints Dominique Gignoux and Sam Clatworthy and each of them, with full
power of substitution, as attorneys and proxies to appear and vote all shares
of Common Stock of the Company standing in the name of the undersigned which
the undersigned could vote if personally present and acting at the Annual
Meeting of Stockholders of the Company on Tuesday, May 4, 1995 at 4:00
o'clock P.M. Eastern Daylight Time, Mayflower Hotel, Washington D.C. and at
any adjournments or postponements thereof, upon the following items as set
forth in the Notice of Meeting and Proxy Statement and to vote according to
their discretion on all other matters which may be properly presented for
action at the Meeting and any adjournments or postponements thereof. All
properly executed proxies will be voted as indicated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" PROPOSAL 2. THE
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED: IF NO DIRECTION IS
MADE, IT WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS NOMINATED BY THE BOARD
OF DIRECTORS AND "FOR" PROPOSAL 2.
Whether or not you plan to attend this meeting, please sign and
return this proxy as promptly as possible in the enclosed post-paid envelope
to American Stock Transfer & Trust Company, 40 Wall Street - 46th Floor, New
York, New York 10005.
[X] Please mark your votes as in this example.
1. Election of Directors For [ ] Withheld [ ]
Nominees:
James Collins
Dominique Gignoux
Mashal Greenblatt
Gregory A. Harrison
Ira A. Hunt, Jr.
Frederick S. Rolandi
John D. Sanders
Bonnie K. Wachtel
For, except vote withheld from the following nominee(s):
________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting, and any adjournments or
postponements thereof.
For [ ] Against [ ] Abstain [ ]
I/We do ___ or do not ___ expect to attend this Meeting.
SIGNATURE(S) __________________________________ DATE ___________
NOTE : Please date and sign exactly as your name(s) appears. When signing
as an attorney, executor, administrator, trustee, or guardian, please give
full title as such. If more than one trustee, all should sign. All joint
owners should sign. Only authorized officers should sign for corporation.
