[GRAPHIC OMITTED] Gerber Scientific, Inc.
83 Gerber Road West
South Windsor, CT 06074 USA
860-644-1551 phone
OFFICE OF THE CHAIRMAN 860-643-7039 fax
www.gerberscientific.com
Dear Fellow Shareholder:
Gerber Scientific, Inc. is pleased to provide your Company's 2000 Proxy and
Annual Report.
Also, we invite you to attend the Annual Meeting of Shareholders scheduled for
2:30 P.M. EDT on THURSDAY, AUGUST 31, 2000 AT THE SHERATON HOTEL IN EAST
HARTFORD, CT. At that time, we will offer a briefing on fiscal 2000 activities
and discuss the future direction of the Company as we Move Ahead.
Please register promptly for the Meeting so we can properly accommodate all
wishing to attend. Admission badges will be available for each registered
attendee as you enter the Meeting. To register, simply complete and return the
enclosed postcard by August 24, 2000, or follow the procedures set forth in the
formal notice of the Meeting on page 1 of the enclosed Proxy statement. Voting
by telephone, the Internet, or on the postage-paid Proxy Card prior to the
Meeting is encouraged...even if you plan to attend the Meeting. The enclosed
Proxy and Proxy Card explain voting procedures.
If you or a guest require special assistance to attend, please call us at
1-800-811-4707, extension 8032, in advance of the Meeting. You will find
directions to the location of the Meeting site on the inside back cover of the
Proxy.
Please mark your calendar today and plan to join us for an interesting and
informative Meeting. We look forward to seeing you on August 31.
Sincerely,
[GRAPHIC OMITTED]
Michael J. Cheshire
Chairman and Chief Executive Officer
<PAGE>
TABLE OF CONTENTS
Notice of Annual Meeting................................................ 1
Proxy Statement......................................................... 2
Proposal 1-- Election of Directors...................................... 5
Management Development and
Compensation Committee Report........................................... 9
Performance Graph....................................................... 13
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME 2:30 p.m. EDT on Thursday, August 31, 2000
PLACE Sheraton Hotel
100 East River Drive
East Hartford, CT 06108
ITEMS OF BUSINESS (1) Elect three members of the Board of
Directors for a three-year term; and
(2) Transact other business properly coming
before the Meeting and any adjournment
or postponement.
RECORD DATE You can vote if you are a shareholder of
record at the close of business on July 12,
2000.
ANNUAL REPORT Our 2000 Annual Report, which is not part of
this proxy solicitation, is enclosed.
PROXY VOTING It is important that your shares be
represented and voted at the meeting. You
may vote your shares in one of four ways:
(1) Complete, sign and return the enclosed
proxy card; or
(2) Use the toll-free telephone number shown
on the proxy card; or
(3) Vote via the Internet by visiting the
website shown on your proxy card; or
(4) Cast your ballot at the Annual Meeting.
REGISTRATION If you wish to join us at the Annual
Meeting, please return the enclosed
postage-paid postcard or call us at
1-800-811-4707, extension 8032, before
August 24, 2000.
1
<PAGE>
YOUR VOTE IS IMPORTANT!
Shareholders of record may vote their proxies by telephone, Internet, mail or at
the Meeting. If you wish to vote by phone, a telephone number and control number
are included on your proxy card. A website address and control number are
included on your proxy card for Internet voting. If you choose to vote by mail,
a postage-paid envelope is provided. Even if you plan to attend the Meeting, we
would appreciate receiving your voting instructions before that date. Your proxy
may be revoked at any time either before or at the Annual Meeting. If your
shares are held in the name of a bank, broker or other holder of record, you
should receive instructions to follow for your shares to be voted.
ADMISSION TO ANNUAL MEETING
An admission badge to the Annual Meeting may be obtained by completing and
sending the enclosed postage-paid postcard, or you may call us at
1-800-811-4707, extension 8017. You will receive your admission badge at the
door on the day of the Meeting.
By order of the Board of Directors
[GRAPHIC OMITTED]
Richard F. Treacy, Jr.
Secretary
August 3, 2000
PROXY STATEMENT
These proxy materials are delivered in connection with the solicitation by the
Board of Directors of Gerber Scientific, Inc. (the "Company," "we" or "us") of
proxies to be voted at our 2000 Annual Meeting of Shareholders and at any
postponement or adjournment of the Meeting. The Company will bear the costs of
making solicitations from its shareholders, and will reimburse banks and
brokerage firms for out-of-pocket expenses incurred in connection with this
solicitation. Directors, officers, and employees of the Company, at no
additional compensation, may solicit proxies by mail or in person. The Company
has retained Georgeson & Company, Inc. to aid in the solicitation of proxies at
an estimated cost of $20,000, including expenses.
SHAREHOLDERS ENTITLED TO VOTE
Shareholders of record of Gerber Scientific, Inc. Common Stock at the close of
business on July 12, 2000 are entitled to receive this notice and to vote their
shares at the Annual Meeting. As of July 12, 2000, there were 21,968,282 shares
of Common Stock outstanding. Each Common share is entitled to one vote on each
matter properly brought to the Meeting for vote.
VOTING RIGHTS
Abstentions and broker non-votes are not included in the calculation of the
vote, but do count toward a quorum. Proxies may be revoked at any time before
they are exercised by:
(1) written notice to the Secretary of the Company;
(2) delivery of a later-dated properly executed proxy; or
(3) voting by ballot at the Annual Meeting.
Proxies will be voted as directed by the shareholder or, if no direction is
given, will be voted FOR the nominees for the Board of Directors.
This Proxy Statement and the accompanying form of
proxy are being first mailed to shareholders on or about August 3, 2000.
Table I on page 3 presents certain information regarding the beneficial and
record owners of more than five percent of the Company's Common Stock who were
known to the Company on July 12, 2000.
2
<PAGE>
PRINCIPAL SHAREHOLDERS
TABLE I
<TABLE>
<CAPTION>
===================================================================================================================
NAME OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES OWNED CLASS
===================================================================================================================
<S> <C> <C>
Members of Family of H. Joseph Gerber (1) 2,469,617 11.2%
c/o David J. Gerber
83 Gerber Road West
South Windsor, CT 06074
-------------------------------------------------------------------------------------------------------------------
David L. Babson and Company Incorporated 2,302,930 10.5%
One Memorial Drive
Cambridge, MA 02142-1300
-------------------------------------------------------------------------------------------------------------------
Florida State Board of Administration, 1,333,425 6.1%
Florida Retirement System
1801 Hermitage Boulevard, Suite 100
P.O. Box 13300
Tallahassee, FL 32317-3300
-------------------------------------------------------------------------------------------------------------------
(1) The Gerber family consists of Sonia K. Gerber, Melisa T. Gerber, and David J. Gerber. As a group, the family holds the
total number of shares indicated either directly or in trusts where various members of the family are trustees. The
above total also includes the share ownership of David J. Gerber as reported in Table II.
</TABLE>
3
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table shows the number of shares of Gerber Scientific, Inc. Common
Stock beneficially owned by all Directors, nominees for Director and each of the
executive officers identified in the Summary Compensation Table on page 11 and
all Directors and executive officers as a group as of June 30, 2000.
TABLE II
<TABLE>
<CAPTION>
===================================================================================================================
NAME OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES OWNED (1) CLASS
===================================================================================================================
<S> <C> <C> <C>
Michael J. Cheshire 154,673 (2) *
George M. Gentile 312,373 (3) 1.4%
David J. Gerber 2,036,651 (4) 9.3%
Donald P. Aiken 20,569 (5) *
Edward E. Hood, Jr. 21,606 (6) *
David J. Logan 11,742 (7) *
Carole F. St. Mark 17,415 (8) *
A. Robert Towbin 44,586 (9) *
William Jerome Vereen 23,060 (10) *
Fredric K. Rosen 106,713 (11) *
Charles M. Hevenor 68,836 (12) *
Gary K. Bennett 67,485 (13) *
Shawn M. Harrington 55,290 (14) *
All Directors
and executive officers as a group (16 persons) 3,065,549 (15) 13.9%
===================================================================================================================
</TABLE>
*Less than 1%.
(1) Unless otherwise indicated below, each Director and Executive Officer has
sole voting and investment power with respect to such shares.
(2) Includes 124,500 shares covered by stock options exercisable within 60
days, 2,564 shares under 401(k) Plan, and 4,270 shares under Deferred
Compensation Plan.
(3) Includes 53,779 shares owned directly; 2,400 shares that he holds as
trustee; 255,500 shares covered by stock options exercisable within 60
days; and 694 shares for Director fees that have been deferred. The shares
deferred for Director fees are not issued until the date he ceases to be a
Director.
(4) Includes 72,020 shares owned directly; 1,931,264 shares held in various
family trusts where Mr. Gerber, as trustee, participates in common voting
rights with other trustees; and 33,367 shares covered by stock options
exercisable within 60 days.
(5) Includes 9,000 shares covered by stock options exercisable within 60 days
and 4,263 shares for Director fees that have been deferred. The shares
deferred for Director fees are not issued until the selected deferral date
or the date he ceases to be a Director.
(6) Includes 12,000 shares covered by stock options exercisable within 60 days
and 4,325 shares for Director fees that have been deferred. The shares
deferred for Director fees are not issued until the selected deferral date
or the date he ceases to be a Director.
(7) Includes 10,000 shares covered by stock options exercisable within 60 days
and 694 shares for Director fees that have been deferred. The shares
deferred for Director fees are not issued until the date he ceases to be a
Director.
(8) Includes 9,000 shares covered by stock options exercisable within 60 days
and 4,186 shares for Director fees that have been deferred. The shares
deferred for Director fees are not issued until the selected deferral date
or the date she ceases to be a Director.
(9) Includes 14,000 shares covered by stock options exercisable within 60 days
and 3,877 shares for Director fees that have been deferred. The shares
deferred for Director fees are not issued until the selected deferral date
or the date he ceases to be a Director.
(10) Includes 9,366 shares owned directly; 1,000 shares that he holds as trustee
for his children; 12,000 shares covered by stock options exercisable within
60 days; and 694 shares for Director fees that have been deferred. The
shares deferred for Director fees are not issued until the date he ceases
to be a Director.
(11) Includes 55,880 shares owned directly; 4,000 shares owned beneficially by
his wife, which he disclaims any beneficial ownership, and 46,833 shares
covered by stock options exercisable within 60 days.
(12) Includes 61,800 shares covered by stock options exercisable within 60 days.
(13) Includes 55,383 shares covered by stock options exercisable within 60 days
and 333 shares under 401(k) Plan.
(14) Includes 44,733 shares covered by stock options exercisable within 60 days
and 1,736 shares under Deferred Compensation Plan.
(15) Includes 794,083 shares covered by stock options exercisable within 60
days, 3,614 shares under 401(k) Plan, 6,075 shares under Deferred
Compensation Plan, and 18,734 shares for Director fees deferred in the form
of Gerber shares.
4
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, currently consisting of
three Directors each, whose terms expire at successive annual meetings. Three
Directors will be elected at the 2000 Annual Meeting to serve for a three-year
term expiring in 2003.
The Board of Directors has proposed the following nominees for election as
Directors with terms expiring in 2003:
o Edward E. Hood, Jr.
o William Jerome Vereen
o Michael J. Cheshire
A Director receiving a plurality of the votes will be elected. Unless you
indicate on the proxy card that your vote should be withheld from any or all of
the nominees, your proxy will be voted for the election of the named Directors.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE ELECTION OF THESE
NOMINEES AS DIRECTORS.
We expect each nominee for election as a Director to be able to serve, if
elected. If any nominee is not able to serve, proxies will be voted in favor of
the remainder of those nominated and may be voted for substitute nominees,
unless the Board chooses to reduce the number of Directors serving on the Board.
NOMINEES FOR ELECTION AS DIRECTORS AT THE 2000 ANNUAL MEETING
EDWARD E. HOOD, JR.
AGE 69
DIRECTOR SINCE 1994
Vice Chairman of General Electric Company of Fairfield, Connecticut, from 1979
to 1993. Mr. Hood serves on the Boards of Lockheed Martin Corp. and Lincoln
Electric Co. He is chairperson of our Board's Management Development and
Compensation Committee, and a member of the Audit and Finance Committee.
WILLIAM JEROME VEREEN
AGE 59
DIRECTOR SINCE 1994
President, Chief Executive Officer, Treasurer and Acting Chairman of the Board
of Directors of Riverside Manufacturing Company of Moultrie, Georgia. Mr. Vereen
serves on the Boards of Georgia Power Company, Blue Cross/Blue Shield of
Georgia, and Cerulean Companies, Inc., and is an Advisory Director for Southern
Region, NationsBank of Georgia N.A. He is chairperson of our Board's Audit and
Finance Committee, and a member of the Management Development and Compensation
Committee.
MICHAEL J. CHESHIRE
AGE 51
DIRECTOR SINCE 1997
Chairman of our Board, President and Chief Executive Officer of the Company
since 1998. Our President and Chief Operating Officer from 1997 to 1998. Mr.
Cheshire serves on the Boards of WESCO International, Inc. and Connecticut
Business & Industry Association, and is a Corporator of Eastern Connecticut
Health Network, Inc. and Farmington Savings Bank. Mr. Cheshire formerly held
executive positions at General Signal, Inc., including President of its
Electrical Group and its Electrical Power Systems Group.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
GEORGE M. GENTILE
AGE 64
DIRECTOR SINCE 1989
Chairman of our Board from 1996 to 1998. Mr. Gentile was our Chief Executive
Officer from August 1996 to June 1998, and Senior Vice President, Finance from
1977 to 1996. Mr. Gentile served in key financial and management positions in
the Company from 1963 until his retirement in 1998.
5
<PAGE>
DAVID J. GERBER
AGE 39
DIRECTOR SINCE 1992
Our Vice President, Business Development and Technology Strategy since 1998. Mr.
Gerber was our Director of New Business Development and Technology Strategy from
1996 to 1998 and an attorney in our Legal Department from 1989 to 1996, serving
as Corporate Secretary from February 1995 to September 1996. He is a member of
our Board's Business Development Committee.
DONALD P. AIKEN
AGE 56
DIRECTOR SINCE 1997
Independent Management Consultant. Mr. Aiken was Executive Vice President and
General Manager of Electrical Cables BICCGeneral, and served as President of
BICC Brand-Rex and President of ABB Industrial Systems, Inc. Mr. Aiken also held
executive positions at General Instrument Corporation and Texas Instruments. He
is a member of our Board's Management Development and Compensation Committee,
Audit and Finance Committee, and Business Development Committee.
DIRECTORS WHOSE TERMS EXPIRE IN 2002
A. ROBERT TOWBIN
AGE 65
DIRECTOR SINCE 1992
Senior Managing Director of C.E. Unterberg, Towbin since September 1995. Mr.
Towbin was President and CEO of the Russian-American Enterprise Fund from
January 1994 to September 1995, later serving as Vice Chairman of the U.S.
Russia Investment Fund. He was a Managing Director of Lehman Brothers and
Co-Head, High Technology Investment Banking from January 1987 until January
1994. Mr. Towbin serves on the Boards of Bradley Real Estate, Inc., Globalstar
Telecommunications Ltd., Globecomm Systems Inc., and K&F Industries, Inc. He is
a member of our Board's Business Development Committee.
DAVID J. LOGAN
AGE 66
DIRECTOR SINCE 1996
Independent Technical Consultant to the Company. Mr. Logan served as Senior Vice
President of Engineering of the Company and President of a wholly owned
subsidiary, Gerber Scientific Products, Inc., until his retirement in 1990. Mr.
Logan served as a Director of the Company from 1988 to 1989. He is a member of
our Board's Business Development Committee.
CAROLE F. ST. MARK
AGE 57
DIRECTOR SINCE 1997
Founder and President of Growth Management LLC., a business development and
strategic management company. Ms. St. Mark was formerly employed by Pitney
Bowes, Inc. for eighteen years serving in a series of senior positions including
President and Chief Operating Officer of Pitney Bowes Business Service. She
serves on the Boards of Polaroid Corporation, Supervalue, Inc., and Royal and
Sun Alliance Insurance Group, PLC. Ms. St. Mark is chairperson of our Board's
Business Development Committee, and a member of the Management Development and
Compensation Committee.
RELATIONSHIPS
No Director nominee is related to any continuing Director; no continuing
Director is related to any other continuing Director; and no Director nominee or
continuing Director is related to any current executive officer of the Company
or its subsidiaries. There is no arrangement or understanding between any
Director nominee and any other person pursuant to which he or she was selected
as a nominee.
NOMINATION OF DIRECTORS
Any shareholder wishing to nominate other persons for Director of the Company
may do so by writing to the Secretary of the Company no later than ten days
following the mailing of this Proxy Statement or the public notice of the date
of the Shareholders' Annual Meeting.
6
<PAGE>
COMPENSATION OF DIRECTORS
The Company compensates only Directors who are not current employees of the
Company ("Non-Employee Directors") for service on the Board of Directors.
Non-Employee Directors may choose to receive all or a part of their retainer and
fees in Company Stock.
ANNUAL RETAINERS
o $20,000 annual fee paid on a quarterly basis.
MEETING FEES
o $1,000 for each Board meeting attended.
o $1,000 for each committee meeting attended, if a member of the committee.
o $2,000 for each committee meeting attended, if chairperson of the
committee.
ANNUAL STOCK OPTION GRANTS
o Options for 3,000 shares of company stock in accordance with the terms of
the Non-Employee Director Stock Option Plan approved by the shareholders
in 1998.
ANNUAL EQUITY GRANTS
o $15,000 of deferred shares of Company Common Stock credited quarterly and
deferred until Board membership ends at which time the accounts will be
paid out in actual shares.
DEFERRALS
Directors may elect to defer all or part of their annual Director fees and
meeting fees until a future time selected by the Director. The Director may
choose to have the deferral held in cash or Gerber Scientific, Inc. stock. Cash
deferrals are credited with interest at market rates. Stock deferrals are
credited with all dividends that are declared during the deferral time period,
and reinvested in our stock. Stock deferrals will be paid out in actual shares
of stock.
COMMITTEES OF THE BOARD OF DIRECTORS
THE AUDIT AND FINANCE COMMITTEE
o Members are Mr. Vereen, Chairperson; Mr. Hood, and Mr. Aiken.
o Met one time in fiscal year 2000.
o Serves as an independent and objective body to monitor the Company's
financial reporting process and internal control system.
o Reviews the audit efforts of the Company's independent accountants and the
persons responsible for the internal auditing functions.
o Provides an open avenue of communication among the Company's independent
accountants, financial and senior management, internal audit, and the
Board.
o Approves the annual appointment of independent accountants and reviews
their services and fees.
THE MANAGEMENT DEVELOPMENT AND
COMPENSATION COMMITTEE
o Members are Mr. Hood, Chairperson; Mr. Aiken, Mr. Vereen, and Ms. St. Mark.
o Met four times in fiscal year 2000.
o Establishes annual and long-term performance goals for our Chief Executive
Officer and other executive officers.
o Establishes salaries and other compensation to be paid to our executive
officers.
o Determines terms and conditions of bonus and stock option plans.
o Establishes and administers performance goals and other criteria for
payment of any compensation to our executive officers.
o Amends the Company's Employee Stock Option Plans, subject to shareholder
approval.
o Recommends to our Board of Directors training and other development of the
Company's management personnel.
7
<PAGE>
o Prepares an annual Management Development and Compensation Committee Report
for the shareholders.
THE BUSINESS DEVELOPMENT COMMITTEE
o Members are Ms. St. Mark, Chairperson; Mr. Aiken, Mr. Towbin, Mr. Logan,
and Mr. Gerber.
o Met one time in fiscal year 2000.
o Evaluates the opportunities presented by Company management to develop
existing and new business for the Company.
The Board of Directors does not have a nominating committee.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met five times and acted by unanimous written consent on
one occasion during the 2000 fiscal year. All of the Directors attended
seventy-five percent or more of their respective Board and Committee meetings.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and
executive officers to file reports of holdings and transactions in Gerber
Scientific, Inc. shares with the Securities & Exchange Commission and the New
York Stock Exchange. Based on our records and other information, we believe that
all required reports have been timely filed by all Directors, officers, and
shareholders.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hood, Aiken, and Vereen, and Ms. St. Mark served as members of the
Management and Development Committee for the entirety of the Company's last
completed fiscal year. Except as indicated under "Directors Compensation" and
"Related Transactions," no such member was compensated by the Company for any
services rendered during the fiscal year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as stated in this section, there is no significant business relationship
between the Company and companies with which the Directors are affiliated.
For fiscal year 2000, Mr. Logan received consulting fees from the Company of
$120,000 plus incidental expenses.
8
<PAGE>
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
DEAR SHAREHOLDERS:
Our Committee is responsible for establishing executive compensation policies,
approving base salary levels for executive officers, including those named in
the Summary Compensation Table (the "Named Executives"), determining the terms
and conditions of incentive bonuses, making stock plan awards and generally
administering the Company's stock option and executive bonus plans. We also
establish and administer performance goals and other criteria for payment of any
compensation to Named Executives intended to be performance contingent. In
addition, we make recommendations to the full Board of Directors concerning
development of the Company's management personnel. The Board of Directors has
delegated these responsibilities to this Committee.
EXECUTIVE COMPENSATION PHILOSOPHY
The Company's executive compensation philosophy emphasizes three guiding
principles:
o Providing a competitive executive compensation package that enables the
Company to attract and retain talented executives;
o Basing a major portion of each executive's annual cash compensation on the
annual profitability of the Company or of the subsidiary for which the
executive is primarily responsible; and,
o Aligning the financial interests of executives with long-term total
shareholder return, particularly through the accumulation of Company
shareholdings by each executive.
In setting executive compensation levels and plan design features, the Committee
has periodically been assisted by outside compensation consultants. Currently,
Frederic W. Cook & Co. is the consultant to the Committee and reports directly
to the Committee. The Company also utilizes national surveys to provide
information on competitive compensation levels for its employees.
These outside consultants provide compensation information on companies of
similar size. The companies are not the same as the companies in the Dow Jones
Advanced Industrial Equipment Index used in the comparative total return graph
shown on page 13 of this Proxy Statement. Salaries are targeted at median to
sixty-fifth percentile of the comparison companies, annual bonus and long-term
incentives are targeted at median and total compensation is targeted to be
somewhat above median.
BASE SALARY
In fiscal year 2000, as in prior years, the Committee determined base salaries
for the Company's executive officers, including the Named Executives based on
the individual's personal performance and competitive comparisons.
EXECUTIVE ANNUAL INCENTIVE BONUS PLAN
In fiscal year 2000, annual incentive cash bonuses were awarded to executives of
the Company and its subsidiaries under the 2000-2004 Executive Annual Incentive
Bonus Plan (the Plan) approved by shareholders at their September 15, 1999
meeting. Under the Plan, target incentives are established for each participant
at the median of the competitive group. From 0% to 200% of the target may be
earned, resulting in potential bonuses that are at or above 75th percentile
versus the peers. The goals for the Plan for fiscal year 2000 were earnings per
share at the corporate level and earnings before interest and taxes at the
business unit level.
Certain participants, including the Named Executives, could elect to direct that
up to 50% of their bonuses be used to purchase Company stock at the current
market price. Executives who made this election received restricted stock equal
to one-third of the number of shares purchased. Such elections are noted in the
Summary Compensation Table on page 11.
9
<PAGE>
LONG-TERM INCENTIVE PLAN
In fiscal year 2000, the Committee granted stock options to the Named Executives
in the amounts indicated in Table IV on page 12 under the Gerber Scientific
Inc., 1992 Employee Stock Plan. The option awards were based on median
competitive guidelines presented by outside consultants and evaluation of
individual performance.
During fiscal year 2000, Change In Control Agreements were entered into with,
and a Severance Policy was adopted for, certain Gerber executive officers. These
Change In Control Agreements and Severance Policy are described on pages 14 and
15.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Consistent with the Company's compensation strategy and philosophy described
above, the Committee made the following decisions with respect to the
compensation of the Chief Executive Officer, Michael Cheshire. First, Mr.
Cheshire's salary was increased from $500,000 to $550,000. The cash bonus
awarded to Mr. Cheshire was determined in accordance with the terms of the
2000-2004 Executive Annual Incentive Bonus Plan. His target incentive was 75% of
salary with a maximum of 150% of salary. His earned award was $234,135 or 42.6%
of salary. Mr. Cheshire was awarded stock options on 90,000 shares. His award
was based on competitive data at the median grant levels of the comparison
companies as presented by the outside consultant and on the Committee's
evaluation of his performance.
POLICY ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION
This Committee, which consists solely of outside directors, generally intends to
provide for the deductibility of all compensation expenses, although it
recognizes that circumstances may arise in which the interests of the Company
and its shareholders are best served by decisions which limit this
deductibility, and the Committee will act in its best judgment in such
circumstances. The Committee believes that all compensation paid or granted in
2000 is fully deductible.
Respectfully submitted,
The Management Development and
Compensation Committee
Edward E. Hood, Jr., Chairperson
Donald P. Aiken
Carole F. St. Mark
William J. Vereen
--------------------------------------------------------------------------------
10
<PAGE>
EXECUTIVE COMPENSATION AND TRANSACTIONS
The following table shows compensation for services during the years ended April
30, 2000, 1999, and 1998 for the Chief Executive Officer and the four other most
highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
TABLE III
<TABLE>
<CAPTION>
============================================================================================================================
LONG-TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------------ -------------------------- -----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
SECURITIES
OTHER RESTRICTED UNDERLYING LONG-TERM ALL OTHER
NAME AND ANNUAL STOCK AWARDS OPTIONS/ INCENTIVE COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) COMPENSATION($) ($)(2) SARS (#)(3) PLAN ($)(4) ($) (5)
============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Cheshire 2000 $ 519,807 $ 234,135 $ -- $ -- 90,000 $ -- $ 1,400
Chairman, President and 1999 488,461 494,697 -- 82,469 22,955 59,356 1,200
Chief Executive Officer 1998 350,000 224,000 -- 37,338 120,000 -- 1,000
from 6/1/98
Fredric K. Rosen 2000 295,000 101,067 -- 16,852 22,500 -- 1,400
Senior Vice President 1999 293,077 136,800 -- 22,819 12,726 79,141 1,200
President Gerber 1998 275,000 268,860 -- 44,816 50,000 -- 1,000
Technology, Inc.
Shawn M. Harrington 2000 234,338 128,320 -- 8,565 16,800 -- 1,400
Senior Vice President 1999 225,577 23,250 -- -- 10,041 23,742 1,200
President Gerber 1998 167,384 65,097 -- 7,012 50,000 -- 1,000
Coburn Optical, Inc.
Charles M. Hevenor 2000 285,577 36,060 -- -- 22,500 -- 1,400
Senior Vice President 1999 275,000 164,916 -- -- 15,000 43,528 1,200
President Gerber 1998 238,754 95,979 -- 6,391 35,000 -- 1,000
Scientific Products, Inc.
Gary K. Bennett 2000 244,508 73,504 -- -- 22,500 -- 1,400
Senior Vice President, 1999 235,000 159,520 -- 10,635 12,753 27,699 1,200
and Chief Financial 1998 176,250 112,800 -- 11,282 50,000 -- 1,000
Officer
============================================================================================================================
</TABLE>
(1) In 2000, 1999 and 1998, the Named Executives and others could elect to
receive up to 50 percent of their bonus in the form of Gerber Scientific,
Inc. stock in lieu of cash. See footnote (2) below regarding the grant of
restricted stock in connection with this election.
(2) As of April 30, 2000, aggregate restricted stock holdings and their year
end value were: Michael J. Cheshire, 5,010 shares valued at $69,514;
Fredric K. Rosen, 2,719 shares valued at $37,726; Shawn M. Harrington, 271
shares valued at $3,760; Charles M. Hevenor, 247 shares valued at $3,427;
Gary K. Bennett, 896 shares valued at $12,432. In June 2000, the Company
again granted to the Named Executives and others, who purchased Gerber
Scientific, Inc. stock with their bonus, restricted stock equal in value to
one-third of the bonus amount received in Common Stock (before tax
withholdings). Restricted stock vests in equal installments at each of the
three anniversary dates following the grant date provided that the portion
of the original stock purchased is still held by the executive. Awards
reported in this column are as follows: Michael J. Cheshire, 3,567 shares
in 1999 and 1,443 shares in 1998; Fredric K. Rosen, 1,454 shares in 2000;
987 shares in 1999 and 1,732 shares in 1998; Shawn M. Harrington, 739
shares in 2000 and 271 shares in 1998; Charles M. Hevenor, 247 shares in
1998; Gary K. Bennett, 460 shares in 1999 and 436 shares in 1998. Dividends
are paid on the restricted stock. Restricted shares vest free and clear of
all restrictions upon the retirement of the holder of such shares.
(3) The securities underlying the options are shares of the Company's Common
Stock. The Company does not grant stock appreciation rights (SARs).
(4) Amounts included in this column are payable to the Named Executives and
others associated with performance units granted in 1995 and 1997 in the
case of Mr. Chesire. These performance units became payable in cash when
certain pre-established performance goals were attained as of April 30,
1999 as certified by the Management Development and Compensation Committee
of the Board of Directors. Performance units were required to be used to
simultaneously exercise related stock options with the cash award. There
were no long-term incentive plan payouts in 2000 or 1998.
(5) Each of the Named Executives received $1,200 in matching contributions
under the Company's 401(k) defined contribution plan in 2000. The matching
contributions for these executives in 1999 and 1998 were $1,000 and $800,
respectively. Also, each executive received $200 as a Christmas bonus in
each year.
11
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
TABLE IV
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------------------------ --------------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Number of Securities Options Granted Exercise or
Underlying Options to Employees Base Price (2)
Name Granted (#)(1) in Fiscal Year ($ per Share) Expiration Date 5% (3) 10% (3)
=========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Michael J. Cheshire 90,000 19.0% $ 18.68 5/2/09 $1,057,000 $2,679,000
Fredric K. Rosen 22,500 4.7% 18.68 5/2/09 264,000 670,000
Shawn M. Harrington 16,800 3.5% 18.68 5/2/09 197,000 500,000
Charles M. Hevenor 22,500 4.7% 18.68 5/2/09 264,000 670,000
Gary K. Bennett 22,500 4.7% 18.68 5/2/09 264,000 670,000
=========================================================================================================================
</TABLE>
(1) These options become exercisable in installments of 33 1/3% per year
beginning one year from the date of grant. The terms of the plan provide
that all stock options granted may become exercisable in full in the event
of a change of control (as defined in the plan). The underlying grant
agreement for these options includes grants of reload options upon the
exercise or partial exercise of the original option. Reload options are
granted when the optionee exercises all or part of an earlier original
option within five years of the grant date of the original option. Each
reload option granted entitles the optionee to purchase a number of shares
of Common Stock equal to the number of shares of Common Stock surrendered
in exercising the original option. Reload options have an option price
equal to the fair market value of a share of Common Stock on the grant date
and vest and become exercisable three years following the grant date of the
reload options. They are exercisable until the expiration of the option
period for the original options.
(2) These stock options were granted on May 3, 1999 for all of the Named
Executives and were granted at the fair market value of the Common Stock on
the date of grant.
(3) Pursuant to Securities and Exchange Commission rules, columns (f) and (g)
show gains that might exist for the options over a period of ten years at
5% and 10% annual compounded appreciation in the stock price. This method
of valuation is hypothetical; if the stock price does not increase above
the exercise price, the compensation to the Named Executive will be zero.
If this same methodology was used to determine the potential realizable
gain for all shareholders over a period representative of the grants listed
above, the gain based on 5% annual appreciation would be approximately
$259,000,000 and the gain based on 10% annual appreciation would be
approximately $657,000,000. The potential gain related to the options
granted to the Named Executives above represents approximately 0.8% of the
total potential gain to all shareholders using this valuation method. These
are assumed rates of appreciation and are not intended to forecast future
appreciation of the Company's Common Stock. Actual gains, if any, on option
exercises and share holdings are dependent on the future performance of the
Company's stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
TABLE V
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1)
--------------------------------- ---------------------------------
(a) (b) (c) (d) (e) (f) (g)
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
===========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Michael J. Cheshire 1,500 $ 11,625 54,500 176,955 $ -- $ --
Fredric K. Rosen 2,000 12,740 22,667 83,892 -- --
Shawn M. Harrington 2,600 22,682 25,800 53,107 9,500 --
Charles M. Hevenor 1,100 7,007 37,633 61,767 14,250 --
Gary K. Bennett 710 4,567 31,217 63,119 9,391 --
===========================================================================================================================
</TABLE>
(1) These amounts represent the difference between the exercise price of the
stock options and the closing price of the Company's Common Stock on April
30, 2000 ($13.875) for all options held by each Named Executive. The stock
option exercise prices for options outstanding ranged from $11.50 to
$28.25. All stock options are granted at the fair market value of the
Common Stock on the date of grant.
12
<PAGE>
PERFORMANCE GRAPH
CUMULATIVE TOTAL RETURN
BASED ON REINVESTMENT OF $100 BEGINNING APRIL 30, 1995
ASSUMING REINVESTMENT OF DIVIDENDS
[GRAPHIC OMITTED]
Apr-95 Apr-96 Apr-97 Apr-98 Apr-99 Apr-00
--------------------------------------------------------------------------------
Gerber
Scientific, Inc. $100.00 $111.87 $111.78 $175.54 $131.40 $98.44
S&P 500(R) $100.00 $130.22 $162.95 $229.88 $280.04 $308.41
S&P 600(R) $100.00 $135.71 $140.80 $206.61 $177.09 $213.39
Dow Jones
Advanced
Industrial
Equipment Index $100.00 $129.27 $153.97 $173.69 $179.70 $306.48
(1) The Company is within the Standard & Poor's 600 Market Index.
(2) The Standard & Poor's 500 Market Index will not be included in
future Performance Graphs.
(3) The Dow Jones Diversified Technology Index used in prior Performance
Graphs has been discontinued and replaced with the Dow Jones
Advanced Industrial Equipment Index.
13
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENTS AND ARRANGEMENTS
On February 17, 1997, the Company entered into an employment agreement with
Michael J. Cheshire to serve as President and Chief Operating Officer of the
Company. Mr. Cheshire has further served as a Company Director since 1997,
consistent with the terms of this agreement.
Effective June 1, 1998, Mr. Cheshire was appointed Chief Executive Officer
("CEO") by the Board of Directors and the Board and the Management Development
and Compensation Committee authorized an amendment to Mr. Cheshire's agreement
to reflect his new position and provided for him to be paid a base salary of
$500,000 per year. In July 1999, Mr. Cheshire's agreement was further amended to
incorporate the terms of the Company's Change In Control Agreement described
below.
CHANGE IN CONTROL
The Company has Change In Control Agreements with each of its corporate
executive officers, including those shown on the Summary Compensation Table, and
certain designated corporate employees. Certain of the Company's subsidiaries
have also entered into similar Change In Control Agreements with designated
subsidiary officers of those organizations. The Agreements were consummated in
July 1999. The Agreements are designed to assure continued management of the
Company in circumstances where a change in control of the Company's ownership
occurs or is threatened.
The term "change in control" for purposes of the Agreements with the CEO and
other corporate officers is defined to include certain changes in beneficial
ownership of the Company's outstanding shares of Common Stock, certain business
combinations, liquidations and certain changes in the composition of the Board
of Directors.
These agreements are for a period of three years renewable yearly thereafter
beginning May 1, 1999, and are operative only if a "change in control" occurs
and the executive's employment by the Company is terminated within two years
following the change in control; or if there are significant changes in the
executive's position with the Company in such period which would allow him to
leave for "good reason" as defined in the agreements. These Agreements provide
for a lump sum payment of a multiple of years of the executive's annual salary
and target bonus; continuation of certain insurance and other employee welfare
benefits; and reimbursement of federal excise taxes on so-called "parachute"
payments.
For the CEO, the multiple is three years; for Senior Vice Presidents of the
Company, the multiple is two and one-half years; and for Vice Presidents of the
Company, the multiple is two years. For other designated corporate employees and
subsidiary officers, the multiple is one year. In addition to the above,
corporate officers of the Company who also serve as the President of a
subsidiary have a separate Change In Control Agreement with their subsidiary on
equivalent terms with respect to a change in ownership of that subsidiary. These
Change In Control Agreements with respect to ownership of the Company have been
entered into with a total of thirty-three employees of the Company and its
subsidiaries.
SEVERANCE POLICY
At its June 1999 meeting, the Management Development and Compensation Committee
adopted, and the Board of Directors approved, a formal policy regarding payments
and other benefits to be made to certain executives in the event their
employment is terminated by the Company (or the employing subsidiary) "without
cause" as defined in the policy. This policy is applicable to the CEO, the Named
Executives, other officers of the Company, and officers of its subsidiaries. The
policy cannot be modified except on ninety days prior notice.
The policy provides for the continuation of salary and the payment of a pro-rata
target bonus and certain other benefits for varying periods of time for officers
14
<PAGE>
of the Company and officers of its subsidiaries. For the CEO, the period of time
is two years; for Senior Vice Presidents and subsidiary Presidents, including
the Named Executives, the period is one and one-half years. Lesser time periods
are applicable for other officers of the Company and subsidiary officers other
than the subsidiary Presidents. Payments under the policy are conditioned on the
executive's non-competition with the business of the Company for the benefit
period and the policy further provides for reduced benefits upon employment
elsewhere.
PENSION PLANS
The Company maintains a non-contributory qualified defined benefit pension plan,
the Gerber Scientific, Inc. and Participating Subsidiaries Pension Plan (the
"Pension Plan"), and a supplemental pension benefit plan (the "Supplemental
Pension Benefit Plan"), covering full-time domestic employees. Effective May 1,
1995, retirement benefits under the Pension Plan are based on an employee's
years of service and average annual compensation during the employee's five
consecutive highest-paid years in the last ten years of service. Compensation
for this purpose includes salary and other compensation paid by the Company and
reportable on Form W-2, but excludes fringe benefits (cash and non-cash)
including compensation related to stock option plans which is reported in the
Summary Compensation table in this Proxy Statement. The Internal Revenue Code
limits the amounts of compensation that may be considered and the annual
benefits which may be payable from the Pension Plan. Retirement benefits in
excess of these limitations are provided under the Company's Supplemental
Pension Benefit Plan, which is a non-qualified arrangement.
The following table shows the estimated annual benefits payable to a participant
attaining age 65 in 2000 under the Pension Plan and the Supplemental Pension
Benefit Plan for specified years of service at age 65. The table assumes that
the given level of compensation is the compensation for the last calendar year
in the five-year averaging period, and uses a four and one-half percent per year
salary progression to determine five-year average compensation. The benefits
shown in the table are formula benefits, which include and reflect a reduction
for Social Security benefits. Each of the benefits shown is payable as a
straight life annuity. Benefits are reduced if a survivor's benefit is elected.
On retirement at ages earlier than 65, benefits may be reduced depending upon
age and service at retirement.
15
<PAGE>
ESTIMATED PENSION BENEFITS
<TABLE>
<CAPTION>
TABLE VI
-----------------------------------------------------------------------------------------------------------
YEARS OF SERVICE
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMPENSATION 15 20 25 30 35 40
============================================================================================================================
$ 200,000 $ 36,980 $ 49,307 $ 61,634 $ 73,977 $ 87,740 $101,503
300,000 57,624 76,832 96,040 115,265 135,909 156,553
400,000 78,268 104,357 130,446 156,553 184,078 211,603
500,000 98,912 131,882 164,853 197,841 232,247 266,654
600,000 119,556 159,407 199,259 239,128 280,416 321,704
700,000 140,199 186,933 233,666 280,416 328,585 376,754
800,000 160,843 214,458 268,072 321,704 376,754 431,804
900,000 181,487 241,983 302,479 362,992 424,923 486,855
1,000,000 202,131 269,508 336,885 404,279 473,092 541,905
============================================================================================================================
</TABLE>
As of normal retirement age (65) or attained age, if later, the years of service
credited for retirement benefits for the Company's Named Executives in the
Summary Compensation Table would be as follows: seventeen years for Michael J.
Cheshire; seventeen years for Fredric K. Rosen; thirty-four years for Gary
K. Bennett; thirty-six years for Charles M. Hevenor; and thirty-five years for
Shawn M. Harrington.
The current compensation covered by the plans for the Named Executives does not
differ substantially from that set forth in the annual compensation columns of
the Summary Compensation Table.
16
<PAGE>
401(K) PLAN
The Company's 401(k) deferred compensation plan (the "401(k) Plan") covers
domestic employees. Under the 401(k) Plan, participating employees may
contribute from two percent to fifteen percent of their eligible pay on a
"pre-tax" basis, subject to a calendar year limitation of $10,000 in 1998 and
1999, and $10,500 in 2000, plus up to ten percent of their eligible pay on an
"after-tax" basis. The Company matches fifty percent of the first six percent of
a participant's pre-tax contribution, up to a maximum annual Company
contribution of $1,200 per participant. In 1998, the Company amended the 401(k)
Plan to permit participants to invest in additional funds under the plan,
including Company stock. Upon termination, a participant is entitled to receive
the value of his/her account, including any investment earnings or losses.
DEFERRED COMPENSATION PLAN
In 1998, the Company established the Gerber Scientific, Inc. and Participating
Subsidiaries Deferred Compensation Plan (the "Deferred Compensation Plan"),
which allows certain highly compensated employees who will reach the maximum
qualified pre-tax deferral amount under the 401(k) Plan to defer an additional
portion of their eligible pay under the Deferred Compensation Plan. Eligibility
for the Deferred Compensation Plan is determined annually based on compensation
levels. Eligible participants may defer up to fifteen percent of their "pre-tax"
eligible pay to the Deferred Compensation Plan less any amounts contributed to
the 401(k) Plan. Participants may invest in a variety of funds under the plan,
including Company stock. The Deferred Compensation Plan is a non-qualified plan
under the Internal Revenue Code. Compensation deferred under the plan is held in
a trust that protects its assets from the effects of a change in control, but
not against the insolvency or bankruptcy of the Company or any of its
subsidiaries.
17
<PAGE>
2000-2004 EXECUTIVE ANNUAL INCENTIVE BONUS PLAN
The Plan, approved by shareholders in 1999, provides for annual incentive bonus
payments to be made to selected executives identified by the Management
Development and Compensation Committee upon the achievement, or degree of
achievement, of pre-established Performance Goals which are linked to the
financial performance of the Company and its operating subsidiaries (now
designated as Gerber Technology, Inc., Gerber Scientific Products, Inc. and
Gerber Coburn Optical, Inc.). The Performance Goals will be established by the
Committee each fiscal year, at or near the beginning of such year, from a number
of financial objectives defined in the Plan, including: return on assets, net
income, cash flow, earnings before interest and taxes, and earnings per share. A
complete listing of financial measures which may be selected by the Committee as
Performance Goal(s) is included in the Plan.
The participants in the Plan are officers of the Company and the Company's
subsidiaries (including the CEO and other Named Executives), as selected and
designated by the Committee, and such other employees of the Company or its
subsidiaries as the Committee may designate. Executives designated to
participate in the Plan cannot participate in the Gerber Scientific, Inc.
1999-2001 Annual Incentive Bonus Plan previously approved by shareholders nor
can any of such executives be eligible for any other Company cash incentive
compensation plan.
Each year, each participant in the Plan will be assigned by the Committee a
"Target Bonus" expressed as a percentage of the participant's regular salary at
the close of the fiscal year. Newly hired executives who are designated as
participants in the Plan share pro-rata in the Plan, provided they are employees
of the Company or designated subsidiary for at least two months during the
fiscal year. Pro-rata adjustments are also made for participants who transfer
within companies which are designated as part of the Plan. The Committee has
established that for fiscal year 2001, the Target Bonus for the CEO is
seventy-five percent of salary, and the Target Bonus for the other Named
Executives is fifty percent of salary. Other executives and key employees
included in the Plan are generally assigned twenty or thirty percent Target
Bonus. In any fiscal year, the maximum cash bonus payable is two times the
Target Bonus up to a maximum of two million dollars.
The cash bonus amount payable to executives who are participants in the Plan is
determined by the degree of achievement of the Performance Goal(s) applicable to
either the parent Company or a designated subsidiary, where the executive is
employed. The Plan permits a participant to elect to purchase Company stock, at
the prevailing market price, with up to fifty percent of the participant's cash
bonus less applicable withholding taxes. The participant is, in return, granted
restricted shares of Company stock in an amount equal in value to one-third of
the bonus amount elected to be taken in stock. The restricted stock vests
one-third each year over a three-year period provided (i) the participant
remains in the employ of the Company unless the cessation of employment was a
result of retirement, death, disability or change in control of the Company; and
(ii) the participant continues to hold the underlying Company stock purchased
with this bonus for the entire vesting period. If the participant disposes of
any or all of the Company stock during the three-year vesting period, a
proportional amount of any unvested restricted stock is forfeited.
Payment of any cash bonus under the Plan is conditional upon the participant's
continued employment by the Company through the last day of the fiscal year. The
Plan is administered by the Committee, which is authorized to interpret and
administer the Plan, and to make amendments or to terminate the Plan. However,
any material amendments cannot be made without shareholder approval.
Since benefits to be paid under the Plan are based upon the achievement of
Performance Goals in the future, the Company cannot determine amounts
18
<PAGE>
which may become payable in the future under the Plan to the CEO or other Named
Executives.
The maximum number of Company shares which may be purchased under the Plan shall
not exceed 375,000 and in addition, the corresponding maximum number of
restricted shares to be issued shall not exceed 125,000.
INDEPENDENT AUDITORS
Upon recommendation of the Audit and Finance Committee, the Board of Directors
has approved the appointment of KPMG LLP as independent auditors to audit the
financial statements of the Company for the fiscal year ending April 30, 2001.
The firm has served as independent auditors for the Company for many years. The
audit services rendered to the Company by KPMG LLP during the fiscal year ended
April 30, 2000 included examination of the annual financial statement of the
Company, reviews of quarterly reports, and consultation on various accounting
and tax matters.
Representatives of KPMG LLP are expected to be present at the Annual Meeting and
will have an opportunity to make a statement if they desire and to respond to
appropriate questions from shareholders.
SHAREHOLDER PROPOSALS FOR 2001 MEETING
The Company must receive shareholder proposals to be considered for inclusion in
the Company's proxy materials for the 2001 Annual Meeting no later than April
12, 2001. They must be submitted to Corporate Secretary, Gerber Scientific,
Inc., 83 Gerber Road West, South Windsor, CT 06074.
The Company may use its discretion in voting proxies with respect to shareholder
proposals not included in the Proxy Statement for the Company's Annual Meeting
in the year 2001, unless the Company receives notice of such proposals prior to
June 21, 2001.
OTHER BUSINESS
The Board of Directors and management do not know of any matters to come before
the Annual Meeting of Shareholders other than those set forth in the
accompanying Notice. If any other matters properly come before the Meeting,
however, it is the intention of the persons named in the enclosed form of proxy
to vote on such matters in accordance with their best judgment and in the best
interests of the Company.
By Order of the Board of Directors.
[GRAPHIC OMITTED]
Richard F. Treacy, Jr.
Secretary
Dated at South Windsor, Connecticut
this 3rd day of August, 2000
19
<PAGE>
DIRECTIONS TO GERBER SCIENTIFIC, INC.
SHERATON HOTEL
100 EAST RIVER DRIVE
EAST HARTFORD, CT 06108
[GRAPHIC OMITTED]
DIRECTIONS TRAVELING FROM:
I-84 WEST - Exit 54 (Downtown Hartford) Exit Darlin Street, Left on Darlin, Left
on East River Drive.
I-84 EAST - Exit 53, East River Drive/Connecticut Blvd. Exit, bear right to East
River Drive.
I-91 NORTH - Exit 29, East Hartford, Exit 90 to East River Drive. Take Exit 4
(East River Drive), left off ramp. Hotel is straight ahead.
I-91 SOUTH - Exit 30 to 84 East, Exit 53 East River Drive/Connecticut Blvd. Bear
right to East River Drive.
ROUTE 2 - Exit 4, East River Drive. Left onto East River Drive, go one mile.
Hotel is on your right.
20
