<PAGE>1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
__________________________ANALOGIC CORPORATION__________________
(Name of Registrant as Specified in its Charter)
_____________________________________________________________
(Name of Person(s) Filing Proxy Statement) Payment of Filing Fee
(Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
[ ] $500 per each party to the controversy pursuant to exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:____________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________
3) Filing Party:______________________________________________________
4) Date filed:________________________________________________________
<PAGE>
<PAGE>2
[COMPANY LOGO]
Analogic Corporation
Notice of Annual Meeting of Stockholders of
Analogic Corporation to be Held January 20, 1995
The Annual Meeting of Stockholders of Analogic Corporation (the
"Company") will be held at the Company's headquarters located at 8
Centennial Drive, Peabody, Massachusetts, (Centennial Industrial Park)
on Friday, January 20, 1995 at 11:00 o'clock in the morning for the
following purposes:
(1) To determine the number of Directors for the ensuing year and to
elect three Class III directors for a three-year term, to hold
office until the 1998 Annual Meeting of Stockholders and until their
successors are elected and qualified.
(2) To consider and act upon the matter of ratifying the selection by
the Board of Directors of Coopers & Lybrand L.L.P. as auditors of the
Company for the current fiscal year.
(3) To act upon any and all matters incidental to any of the foregoing
and transact such other business as may legally come before the
Meeting or any adjourned session or sessions thereof.
The Board of Directors has fixed the close of business on November 23,
1994, as the record date for determining the stockholders having the right
to notice of and to vote at the meeting.
Julian Soshnick
Clerk
December 1, 1994
____________________________________________________________________________
IF YOU ARE ENTITLED TO VOTE AT THE MEETING, KINDLY EXECUTE AND
MAIL THE ENCLOSED PROXY
<PAGE>
<PAGE>3
Analogic Corporation
8 Centennial Drive
Peabody, Massachusetts 01960
PROXY STATEMENT
For the Annual Meeting of Stockholders
to be held on January 20, 1995
This proxy statement is furnished in connection with the solicitation
by and on behalf of the Board of Directors of Analogic Corporation (the
"Company") of proxies for use at the Annual Meeting of Stockholders of the
Company to be held on January 20, 1995 (the "Meeting"), and is being mailed,
together with the form of proxy solicited, to each stockholder of the Company
on or about December 1, 1994.
The enclosed proxy, if executed and returned, will be voted by the Proxy
Holders as directed on the proxy and, in the absence of such direction, to
fix the number of directors for the ensuing year at eight and for the
election of the nominees as directors, for the ratification of the selection
of Coopers & Lybrand L.L.P. as auditors for the current fiscal year, and in
accordance with their best judgment if any other matter shall properly come
before the Meeting.
Any stockholder giving a proxy in the accompanying form (the "Proxy")
retains the power to revoke it at any time prior to the exercise of the
powers conferred thereby. Such revocation may be effected by any means
which are sufficient to revoke a power of attorney, including giving
written notice of revocation to the Company at the above address or to
its transfer agent, or the execution and delivery to the Company or its
transfer agent of a subsequent proxy. Attendance of the stockholder at
the Meeting in person, will not, however, be deemed to revoke the Proxy
unless the stockholder affirmatively indicates his/her intention to vote
the shares in person by so advising the presiding officer or the clerk at
the Meeting.
Stock and Stock Ownership
The holders of record of shares of Common Stock, $.05 par value, at
the close of business on November 23, 1994, may vote at the Meeting. On
November 23, 1994, there were issued and outstanding 12,345,637 shares of
Common Stock of the Company (not including 1,259,968 shares held in
treasury). Each share of Common Stock is entitled to one vote on each of
the matters listed in the Notice of Meeting.
The following table sets forth information as to all persons (including
any "group", as that term is used in Section 13(d)(3) of the Exchange Act)
known by the Company to have owned beneficially 5% or more of its Common
Stock as of November 23, 1994, based upon information received from or on
behalf of the persons named. Unless noted, otherwise, the beneficial
owners listed have sole voting and investment power with respect to the
shares listed.
<PAGE>
<PAGE>4
Amount and Nature of Percent
Name and Address Beneficial Ownership of Class
Bernard M. Gordon Charitable
Remainder Unitrust
Bernard M. Gordon
Julian Soshnick
Gerald P. Bonder, Trustees
8 Centennial Drive
Peabody, MA 01960 4,720,192 (1)(2) 38.2%
FMR Corporation
82 Devonshire Street
Boston, MA 02109 1,423,900 11.5%
Private Capital Management Inc.
3003 Ninth Street
Naples, FL 33940 653,200 5.3%
(1) Exclusive of 6,000 shares owned by Mr. Gordon's wife, as to which
he disclaims any beneficial interest.
(2) Mr. Gordon serves as Trustee of the Bernard Gordon Charitable
Remainder Unitrust (the "Trust") along with Julian Soshnick and
Gerald P. Bonder. The three Trustees, acting by a majority, have full
power to vote or dispose of the shares held by the Trust. Upon the
death of Mr. Gordon, all of the assets of the Trust, in general, will
be distributed to The Gordon Foundation, a Section 501(c)(3) trust
formed by Mr. Gordon with its principal office located at 8 Centennial
Drive, Peabody, Massachusetts.
<PAGE>
<PAGE>5
PROPOSAL I
ELECTION OF DIRECTORS
The Company's Restated Articles of Organization and By-Laws, as amended,
provide for the division of the Board of Directors into three classes, each
having a three-year term of office following the initial classification.
The term of one class expires each year. The terms of three directors,
Bernard M. Gordon, John A. Tarello and Gerald L. Wilson, will expire at the
Meeting. Bernard M. Gordon, John A. Tarello and Gerald L. Wilson have been
nominated for election as the Class III directors, to hold office until the
1998 Annual Meeting of Stockholders and until their respective successors
have been duly elected and qualified.
It is the intention of the persons named as Proxy Holders to fix the
number of directors for the ensuing year at eight and to vote for the
election of the nominees as Class III directors. In the event that the
nominees should be unable to serve, discretionary authority is reserved
for the named Proxy Holders to vote for a substitute, or to reduce the
number of directors to be elected, or both. Management has no reason
to believe that the said nominees will be unwilling or unable to serve
if elected.
The following table sets forth certain information with respect to
the beneficial ownership of the Company's Common Stock by each director
and nominee for director of the Company and all directors, nominees for
directors and officers of the Company as a group. The table also sets
forth certain additional information with respect to each director and
nominee for director of the Company, including the year in which the
term of office of each director and nominee for director (if elected)
expires.
<PAGE>
<PAGE>6
Nominee for Class III director is indicated by two asterisks.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership of
the Company's Common
Principal Occupation Director Stock as of
Name Age or Employment Since October 28, 1994
<S> <C> <C> <C> <C>
If elected, term expires in
1998:
Bernard M. Gordon ** 67 Chairman of the 1969 4,720,192 (4)(6)
Board and President
of the Company
John A. Tarello ** 63 Senior Vice President 1979 37,500 * (5)(7)
and Treasurer of the
Company
Gerald L. Wilson **(2)(3) 55 Former Dean, School 1980 2,000 * (7)
of Engineering and
Professor, Massachusetts
Institute of Technology
Term expires in 1997:
Bruce R. Rusch 51 Vice President of 1993 45,000 * (5)
the Company
Bruce W. Steinhauer(2)(3) 59 Chief Executive 1993 0 *
Office, Lahey Clinic,
Burlington, Massachusetts
Term expires in 1996:
M. Ross Brown 60 Vice President of the 1984 42,500 * (5)
Company
Edward F. Voboril(2)(3) 51 President and CEO of 1990 5,000 * (7)
Greatbatch Ltd.
Clarence, NY
Beneficial Ownership of Shares
by All Directors and Executive
Officers as a Group (8 persons) 4,923,692 (4)(5)(7)
</TABLE>
<PAGE>
<PAGE>7
* Represents less than 1% ownership
(1) The amounts shown are based upon information furnished by the individual
directors and officers. Unless otherwise noted the beneficial owners
have sole voting and investment power with respect to the shares listed.
(2) Member of Audit Committee.
(3) Member of Compensation Committee.
(4) Mr. Gordon serves as Trustee of the Bernard Gordon Charitable
Remainder Unitrust (the "Trust") along with Julian Soshnick and Gerald
P. Bonder. The three Trustees, acting by a majority, have full power to
vote or dispose of the shares held by the Trust. Upon the death of Mr.
Gordon, all the assets of the Trust, in general, will be distributed to
the Gordon Foundation, a Section 501(c)(3) trust formed by Mr. Gordon
with its principal office located at 8 Centennial Drive, Peabody,
Massachusetts.
(5) These amounts include certain shares issued under the Company's Key
Employee Stock Bonus Plan which are subject to forfeiture under certain
circumstances (see the section of this proxy statement entitled
Executive Compensation).
(6) Exclusive of 6,000 shares owned by Mrs. Gordon, in which Mr. Gordon
disclaims all beneficial interest.
(7) These amounts include certain shares deemed beneficially owned under
Exchange Act Rule 13d-3(d)(1).
<PAGE>
<PAGE>8
Bernard M. Gordon has been the Chairman of the Board of Directors of the
Company since 1969 and President since 1980.
John A. Tarello was the Company's Controller from May 1970 through July
1982, a Vice President of the Company from 1971 to 1980, and has been Senior
Vice President since 1980, and Treasurer since 1985. He is also a director
of Spire Corporation.
Dr. Gerald L. Wilson is the former Dean of the School of Engineering at
Massachusetts Institute of Technology and the Vannevar Bush Professor of
Engineering at the Massachusetts Institute of Technology. Dr. Wilson has
served on MIT's faculty since 1965, and currently serves as a professor of
Electrical and Mechanical Engineering. He is a director of Commonwealth
Energy Systems. He also served as Vice President of Technology and
Manufacturing for Carrier Corporation during 1991 and 1992.
Bruce R. Rusch was appointed a Vice President of the Company in January
1993. Mr. Rusch has been President of SKY Computers, Inc. since 1987. SKY
Computers, Inc. was acquired by Analogic effective April 1, 1992.
Dr. Bruce W. Steinhauer has been Chief Executive Officer of the Lahey
Clinic in Burlington, Massachusetts, since early 1992. Prior to that he was
Senior Vice President for Medical Affairs and Chairman of the Board of
Governors for the Medical Group Practice of the Henry Ford Hospital from
1988 to 1992.
M. Ross Brown joined the Company in August 1984 and is responsible for
managing its manufacturing operations. He was elected a Vice President in
October 1984. Before joining the Company, Mr. Brown was with CBS Musical
Instrument Division for more than fifteen years where he most recently
served as Division Vice President.
Mr. Voboril is President and CEO of Wilson Greatbatch Ltd. of Clarence,
New York. For three years ending in 1989, he was a Vice President of PPG
Industries. Prior to that, he was a Vice President of Honeywell, Inc., and
General Manager of its medical electronics business.
By reason of Mr. Gordon's beneficial ownership of Common Stock set
forth above, he may be deemed to control the Company. In addition, in
their capacity as trustees of the Bernard M. Gordon Charitable Remainder
Unitust, Mr. Gordon, along with Mr. Soshnick and Mr. Bonder, may be deemed
to control the Company.
The Board of Directors held four(4) meetings during fiscal 1994.
The Company has an Audit Committee and a Compensation Committee. Mr.
Voboril, Dr. Wilson and Dr. Steinhauer serve on the Audit Committee. Mr.
Voboril, Dr. Wilson and Dr. Steinhauer serve on the Compensation Committee,
with Bernard M. Gordon serving as an ex officio member of the Compensation
Committee. The function of the Audit Committee is to confer with the
Company's independent auditors concerning the scope and results of their
audit and any recommendations they may have, and to consider such other
matters relating to auditing and accounting as the Committee may deem
appropriate. During the 1994 fiscal year, the Committee met once with
Coopers & Lybrand L.L.P. The function of the Compensation Committee is
to make recommendations to the Board of Directors concerning officers'
salaries and other compensation matters. The Compensation Committee met
once during the 1994 fiscal year to review and approve salaries of the
Company's officers for fiscal 1995. The Board does not have a nominating
committee.
<PAGE>
<PAGE>9
EXECUTIVE OFFICERS
The Company has one executive officer who is not a Director.
Executive officers of the Company are elected annually by the Board of
Directors and hold office until their successors are chosen and qualified,
subject to early removal by the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Bernard M. Gordon and Mr. Bernard L. Friedman, the Company's
former Vice Chairman of the Board (Mr. Friedman resigned on July 31, 1993),
each own 50% interest in a limited partnership (Audubon Realty, Ltd.), which
owns the Danvers, Massachusetts facilities leased by the Company for a term
to July 31, 2001. These facilities include a 50,000 square foot building
completed in 1978; a 40,000 square foot addition to that building, completed
in 1982; and an 80,000 square foot building which the Company moved into
during 1980. By an Amendment of Lease dated August 2, 1982 effective
September 1, 1982 the annual rent on the entire Danvers premises was
increased by $176,000 to reflect the addition of the 40,000 square feet to
the 50,000 square foot facility. All other terms and conditions of the
underlying lease remain unchanged. The fixed annual rent on the entire
170,000 square feet was increased from $1,008,000 to $1,042,000 as of
March 1, 1992, and shall be adjusted as of March 1 every third year to
reflect increases in the cost of living. Both of the facilities are sublet
to Siemens Medical Electronics, Inc. for a term of three years initially
ending on December 1, 1995, subject to an eighteen-month notice of
cancellation, on a triple-net basis.
Mr. Gordon and Mr. Friedman each own a 50% interest in a limited
partnership (Audubon Realty, Ltd.) which owns the facility located at 360
Audubon Road, Wakefield, Massachusetts, which is leased by the Company
for a term of approximately 22 years, commencing May 1, 1981. This
facility has been utilized by the Company for manufacturing and office
space since May 1, 1981. The terms of this lease provide for rental
adjustments every three years to reflect increases in the cost of living.
There is presently a disagreement between the Company and Mr. Friedman,
in his capacity as General partner of Audubon Realty, Ltd., with respect
to the amount of rent payable under the terms of this lease. This
disagreement has led to legal proceedings as more fully described
in Item 3 "Legal Proceedings" of the Company's Form 10-K for the
year ended July 31, 1994. The potential amounts at issue, in the opinion
of management, will not have a material effect on the Company's business.
<PAGE>
<PAGE>10
EXECUTIVE COMPENSATION
<TABLE>
Summary Compensation Table
The following table sets forth certain compensation information for the
Chief Executive Officer and each of the next four most highly compensated
executive officers of the Company during the last fiscal year ("Named
Officers") for services rendered in all capacities for the last three fiscal
years.
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATIONS AWARDS
Restricted
Stock Stock All other
Name and Total Annual Awards Options Compensation
Principal Position Year Salary Bonuses Compensation ($)(B)(A) # (E) ($) (F)
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard M. Gordon 1994 $300,000 $50,000 $350,000 ---- ---- $4,698
Chairman and President 1993 285,000 35,000 320,000 ---- ---- 3,997
1992 285,000 40,000 325,000 ---- ---- 3,797
John A. Tarello 1994 $195,000 $35,000 $230,000 ---- ---- $3,842
Senior Vice President 1993 185,000 30,000 215,000 $595,000(C) 10,000 3,355
and Treasurer 1992 185,000 35,000 220,000 ---- ---- 3,076
M. Ross Brown 1994 $175,000 $30,000 $205,000 ---- ---- $3,316
Vice President 1993 165,000 25,000 190,000 $446,250 10,000 2,887
1992 165,000 30,000 195,000 ---- ---- 2,624
Julian Soshnick 1994 $175,000 $30,000 $205,000 ---- ---- $3,345
Vice President and 1993 165,000 25,000 190,000 $520,625(D) 5,000 2,912
General Counsel 1992 165,000 20,000 185,000 ---- ---- 2,648
Bruce R. Rusch 1994 $159,958 $47,000 $206,958 ---- ---- ----
Vice President 1993 139,000 20,000 159,000 $635,625 ---- ----
1992 ---- ---- ---- ---- ---- ----
</TABLE>
<PAGE>
<PAGE>11
_____________________________
(A) Represents stock grants under the Company's Key Employee Stock Bonus Plan
dated March 14, 1983, as amended and restated on January 27, 1988, pursuant
to which Common Stock of the Company may be granted to key employees to
encourage them to exert their best efforts on behalf of the Company. Each
recipient of the Common Stock pursuant to the Bonus Plan is required to
execute a noncompetition agreement in a form satisfactory to the Company.
The Bonus Plan is administered by a committee appointed by the Board of
Directors consisting of the Chairman of the board and three other Directors
who are not eligible to participate in the Bonus Plan. Generally, the Common
Stock granted pursuant to the Bonus Plan is not transferable for a period of
three years from the date of the grant and is subject to a risk of forfeiture
in the event that the recipient leaves the employ of the Company during this
period for any reason. Generally, during the subsequent four-year period,
the transfer restrictions will lapse with respect to 25% of the Common Stock
for each year the recipient remains in the employ of the Company. Failure
to remain in the Company's employ during all of the subsequent four-year
period will result in a forfeiture of shares as to which restrictions on
disposition still exist. The Common Stock granted pursuant to the Bonus Plan
is held in escrow by the Company until such restrictions on disposition
lapse. However, while in escrow, the recipient has the right to vote such
shares of Common Stock and to receive any cash dividends thereon. The Board
of Directors, acting upon the recommendation of the Stock Bonus Plan
committee, may at the time of grant designate a different schedule upon which
the transfer restrictions lapse.
<PAGE>
<PAGE>12
(B) As of July 31, 1994, the following table reflects the aggregate stock
bonus awards for which transfer restrictions have not yet lapsed:
Shares Market Value
John A. Tarello 20,000 $297,000
M. Ross Brown 30,000 446,250
Julian Soshnick 35,000 520,625
Bruce R. Rusch 45,000 635,625
(C) Represents a stock grant of 40,000 shares on March 12, 1993. Transfer
restrictions, with respect to 25% of the shares granted, lapsed on May 20,
1993, and 25% lapsed on May 20, 1994. Transfer restrictions with respect to
an additional 25% of the shares will lapse on May 20, 1995; and May 20, 1996,
respectively.
(D) Represents a stock grant of 35,000 shares on March 12, 1993, Transfer
restrictions, with respect to 25% of the shares granted, will lapse on August
17, 1994; August 17, 1995; August 17, 1996; and August 17, 1997,
respectively.
(E) Represents options granted pursuant to the Key Employee Stock Option Plan
dated March 14, 1983, as amended and restated January 28, 1987. Details of
stock options are more fully explained in the following two tables.
(F) Represents amounts allocated to the Named officers Pursuant to the
Company's profit sharing plan under which it may, but is not required to,
make contributions to a trust for the purpose of providing retirement
benefits to employees.
Stock Option Grants In Last Fiscal Year
There were no stock options awarded to named officers under the Company's Key
Employee Stock Option Plans during the last fiscal year.
Stock Option Exercises In Last Fiscal Year and Fiscal Year-End Option Values
The following table indicates (i) stock options exercised by the Named
Officers during the last fiscal year; (ii) the number of shares subject to
exercisable (vested) and unexercisable (unvested) stock options as of July
31, 1994; and (iii) the fiscal year-end value of "in-the-money" unexercised
options.
<PAGE>
<PAGE>13
<TABLE>
<CAPTION>
Number of Value of Unexercised
Number of Unexercised Options In-The-Money Options
Shares Acquired Value at Fiscal Year End At Fiscal Year End(A)(B)
Name On Exercise Realized (A) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Bernard M. Gordon ---- ---- ---- ---- ---- ----
John A. Tarello ---- ---- 10,000 5,000 42,500 $5,625
M. Ross Brown ---- ---- ---- 10,000 ---- $11,250
Julian Soshnick ---- ---- ---- 5,000 ---- $5,625
Bruce R. Rusch ---- ---- ---- ---- ---- ----
</TABLE>
(A) The value realized or the unrealized value of in-the-money options at
year-end represents the aggregate difference between the market value on
the date the exercise, or July 31, 1994, in the case of the unrealized
values and the applicable exercise prices.
(B) "In-the-money" options are options whose exercise price was less than
the market price of Common Shares at July 31, 1994.
<PAGE>
<PAGE>14
Compensation of Directors
Each director who is not an employee of the Company is entitled
to an annual fee of $8,000 plus a fee of $500 per meeting for each
of the first four meetings of the Board or any Board Committee
attended by him, together with reimbursement of travel expenses
under certain circumstances.
In February 1988, the Board of Directors adopted and
stockholders approved at the January 1989 Annual Meeting of
Stockholders, the 1988 Non-Qualified Stock Option Plan for
Non-Employee Directors (the "1988 Plan"). Pursuant to the 1988
Plan, options to purchase 50,000 shares of common stock may be
granted only to directors of the Company or any subsidiary who are
not otherwise employees of the Company or any subsidiary. The
exercise price of options granted under the 1988 Plan is the fair
market value of the Common Stock on the date of grant. The 1988
Plan provides that each Non-Employee director as of the date on
which the Board of Directors adopted the 1988 Plan shall be granted
an option to acquire 5,000 shares. Each Non-Employee director who
is subsequently elected to the Board of Directors shall be granted
an option to acquire 5,000 shares after one year of service.
Options granted under the 1988 Plan are exercisable for a
nine-year period commencing one year after the date of grant.
During that exercise period, subject to the occurrence of certain
events, options may be exercised only to the extent of (a) 33 1/3%
of the number of shares covered by the option one or more years
after the date of grant, (b) 66 2/3% of the number of shares subject
to the option two or more years after the date of grant, and (c)
100% of the number of shares subject to the option three or more
years after the date of grant.
The 1988 Plan is administered by members of the Company's Board
of Directors.
Pursuant to the 1988 Plan, the Company granted options to
purchase 5,000 shares to Mr. Wilson on February 1, 1988, at an
option price of $7.125 per share; to Mr. Voboril on June 21, 1991,
at an option price of $10.875; and to Mr. Steinhauer on October 8,
1993, at an option price of $14.75 per share. As of August 30,
1994, Mr. Wilson had exercised 4,000 shares and 1,000 shares
remained exercisable; Mr. Voboril was eligible to exercise 5,000
shares; and Mr. Steinhauer's options were not yet exercisable.
<PAGE>
<PAGE>15
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON
EXECUTIVE
COMPENSATION
Analogic Corporation is engaged in the design, manufacture and
marketing of advanced precision data conversion and computer-based
signal processing instruments and equipment which are used to acquire,
condition, translate, compute, interpret, store, transmit, or display
critical data in modern industrial, scientific, medical, communications
and other system applications.
Analogic's technology-driven philosophy and strategic growth
objectives require an ability to recruit and retain competent
executives with substantial qualities in managerial breadth and
technical depth. Such retention requires provision of remuneration
programs which motivate and reward performance results directly related
to enhancement of shareholder value.
It is the charter of the Compensation Committee to develop,
implement and control executive remuneration practices which:
Align management objectives with shareholder interest,
Balance short-term (annual) business plans with longer-term
strategic goals,
Link individual and Company performance to executive
remuneration, and
Provide for remunerative practices which are highly
motivational to the individual and competitive in the
marketplace.
The Committee determines and approves all recommendations for
salary adjustment, cash incentive awards and/or stock incentive awards
pertaining to the Chief Executive Officer and other Senior Executives
of the Company.
<PAGE>
<PAGE>16
Annual Compensation
Executive salary ranges and annual incentive award targets are
established annually after reviewing comparative data from companies
in similar industries, with similar sales volume and performance. The
Company's practice is to compensate executives at a competitive level
for our industry.
Each position is placed in a salary range appropriate to the scope
of the position, considering both external survey data and internal
equity. Annual salary increases and incentive awards are based on
overall Company results and achievement of individual objectives during
the fiscal year. Measures of Company performance include: Sales
growth, profit attainment, product recognition, manufacturing
efficiency, product quality, employee morale and employee turnover.
Individual performance factors are relevant to the area of
responsibility for each executive, and include division performance
where appropriate.
Based on the Company's operating and financial results in fiscal
1993, the committee elected to update base salary ranges and adjust
individual salaries to maintain competitiveness.
Longer-Term Incentives
Stock incentives, which include stock options and stock grants,
were provided through the following Plans which were previously
approved by vote of the shareholders:
Key Employee Non-Qualified Stock Option Plan amended on January
28, 1987.
Key Employee Non-Qualified Stock Option Plan dated May 13, 1985.
Key Employee Incentive Stock Option Plan amended on January 28,
1987.
Key Employee Stock Bonus Plan as restated January 27, 1988.
Key Employee Incentive Stock Option Plan dated June 11, 1993.
The award of stock incentives to individual recipients considers
the contribution of the individual to longer-term results, his/her
impact upon divisional or corporate objectives, and level of position
within the organization.
The potential realization from these awards is directly related
to the continuing success of the Company as measured by increasing
share values.
<PAGE>
<PAGE>17
Compensation of the Cheif Executive Officer
The compensation of the Chief Executive Officer, Mr. Bernard M.
Gordon, is determined by the Committee following evaluation of his
individual performance and the overall Company performance with
considerable respect to financial results. The key performance measure
for this position is the ability to provide the leadership and vision
necessary to assure continuing success. Other measures of quantitative
and qualitative performance are similar to those used for all
executives, as is the method of evaluating competitive compensation
practice.
Mr. Gordon's Annual salary was increased in 1994 to reflect a base
salary rate appropriate to his responsibilities and competitive with
prevailing industry practice. The amount of Mr. Gordon's incentive
award was based on annual financial results. Due to his position as
founder of the Company, Mr. Gordon personally identifies with the
future of the organization and has declined to participate in stock
incentive arrangements. Overall, his compensation is conservative,
particularly in light of his leadership position
in the electronics industry.
COMPENSATION COMMITTEE
Bruce W. Steinhauer
Edward F. Voboril
Gerald L. Wilson
<PAGE>
<PAGE>18
STOCK PRICE PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder
return on the Company's Common Shares with the cumulative total return
on the Center for Research in Security Prices of the University of
Chicago ("CRSP") Total Return Index for the NASDAQ Stock Market (U.S.
Companies) and the CRSP Total Return Index for all NASDAQ stocks within
the Company's primary SIC Code. The graph assumes $100 invested on
July 31, 1989, in the Company's Common Shares and $100 invested at that
time in each of the NASDAQ indexes. The comparison assumes that all
dividends are reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FILED UNDER FORM SE
<PAGE>
<PAGE>19
PROPOSAL 2
APPROVAL OF AUDITORS
It is proposed that the stockholders ratify the appointment of
Coopers & Lybrand L.L.P. as independent auditors of the Company to
audit its financial statements for the fiscal year ending July 31,
1995. The Board of Directors recommends an affirmative vote for the
ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's auditors. The affirmative vote of the holders of a majority
of the shares of Common Stock present, in person or by proxy, and
entitled to vote at the Meeting is required to approve Proposal 2.
PROPOSALS OF STOCKHOLDERS
A stockholder of the Company who intends to present a proposal for
action at the next Annual Meeting of Stockholders of the Company may
seek to have his proposal included in the Company's proxy material for
the Meeting by notifying the Company of such intention and furnishing
the text of the proposal to the Company. Such notice must also include
the stockholder's address and statement of the number of shares of
Common Stock of the Company held of record or beneficially by such
stockholder and of the date or dates upon which such shares were
acquired, and must be accompanied by documentary support for a claim
of beneficial ownership. To have a proposal considered for inclusion
in the proxy material for the 1996 Annual Meeting of Stockholders, a
stockholder must give the aforesaid notice and submit his proposal no
later than August 15, 1995. The notice and text should be sent to the
attention of John A. Tarello, Senior Vice President and Treasurer,
Analogic Corporation, 8 Centennial Drive, Peabody, MA 01960
OTHER MATTERS
The Company knows of no business which will be presented for
consideration at the Meeting other than that set forth in this Proxy
Statement. However, if any such other business shall come before the
Meeting, the persons named in the Proxies or their substitutes shall
vote the Proxies in respect of any such business in accordance with
their best judgment.
The cost of preparing, assembling, and mailing the proxy material
will be borne by the Company. The Company may solicit Proxies
otherwise than by the use of the mails, in that certain officers and
regular employees of the Company, without additional compensation, may
use their personal efforts, by telephone, correspondence or in person,
to obtain Proxies. The Company will also request persons, firms and
corporations holding shares in their names, or in the names of their
nominees, which are beneficially owned by others, to send proxy
material to and obtain Proxies from such beneficial owners and will
reimburse such holders for their out-of-pocket expenses in so doing.
<PAGE>
<PAGE>20
THE COMPANY WILL FURNISH TO ANY STOCKHOLDER UPON WRITTEN REQUEST,
WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. A request for the Form 10-K
should be addressed to John A. Tarello, Senior Vice President and
Treasurer, Analogic Corporation, 8 Centennial Drive, Peabody,
Massachusetts 01960.
For the Board of Directors
December 1, 1994
Julian Soshnick
Clerk
IF YOU DO NOT EXPECT TO BE PRESENT AT THIS MEETING AND WISH YOUR STOCK
TO BE VOTED, YOU ARE REQUESTED TO SIGN, DATE AND MAIL PROMPTLY THE
ENCLOSED PROXY, WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS. A RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES OR CANADA, IS ENCLOSED FOR THAT PURPOSE.
<PAGE>
<PAGE>21
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANALOGIC CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 20, 1995
The undersigned, having received the notice of the meeting and proxy
statement therefor, and revoking all prior proxies, hereby appoint(s)
Bernard M. Gordon, John A. Tarello, and Julian Soshnick, or any one of
them attorney or attorneys of the undersigned (with full power of
substitution) to attend the Annual Meeting of Stockholders of Analogic
Corporation (the "Company") to be held at the Company's headquarters
located at Eight Centennial Drive, Peabody, Massachusetts on January
20, 1995, at 11:00 a.m. and at any adjourned sessions thereof, and
there to vote and act with respect to all shares of the Company which
the undersigned shall be entitled to vote or act upon, with all the
powers the undersigned would possess if personally present. This proxy
will be voted as directed by the undersigned and if no direction is
indicated, it will be voted FOR the nominees as directors and FOR
Proposal 2.
Election of all Directors: Nominees
Bernard M. Gordon, John A. Tarello, Gerald L. Wilson
Instructions: If you wish to vote in accordance with the Board of
Directors' recommendations, just sign. You need not mark any boxes.
<PAGE>
<PAGE>22
- - ------------------------------------------------------------------
This Proxy, when executed, will be voted in the manner directed herein.
If no direction is made, this Proxy will be voted FOR the election of
Directors and FOR Proposal 2.
The Board of Directors recommends a vote FOR Proposals 1 and 2.
<TABLE>
<S> <C> <C> <C>
1. To fix the number of Directors
for the ensuing year at eight
and the election of Directors. / / FOR / / WITHHELD
2. To consider and act upon the
matter of ratifying the
selection by the Board of
Directors of Coopers &
Lybrand L.L.P. as auditors
of the Company for the
current fiscal year. / / FOR / / WITHHELD / / ABSTAIN
</TABLE>
3. To act upon any and all matters incidental to any of the forgoing
and transact such other business as may legally come before the
Meeting or any adjourned session or sessions thereof.
Mark here for address change. / /
Signature(s)
________________________
________________________
Date ____________________
Please sign exactly as name
appears hereon. Joint owners
should each sign. When signing
as attorney, executor, admini-
strator, trustee or guardian,
please give full title as such.
<PAGE>23
ANALOGIC CORPORATION
8 CENTENNIAL DRIVE
PEABODY, MA 01960
December 1, 1994
SEC Operations Center
Attn: Filer Support
Mail Stop 0-7
6432 General Green Way
Alexandria, VA 22312
RE: Analogic Corporation
Definitive Proxy Statement
Commission file no. 0-6715
Dear Sirs:
Pursuant to regulations of the Securities and Exchange
Commission, submitted herewith for filing on behalf of Analogic
Corporation ("the Company") is the Company's definitive notice of
annual meeting, proxy statement and form of proxy.
This filing is being effected by direct transmission to the
Commission's EDGAR system. On November 30, 1994, in anticipation of
this filing, the Company caused the relevant filing fee payable to the
Commission in the amount of $125.00 to be wire-transferred to the
Commission's account No. 910-8739 at the Mellon Bank in Pittsburgh.
The bankers were instructed to note that the Company's Central Index
key (CIK) is 006284, that its SEC filing fees account number is RFB -
0000006284 and that the payment is intended as the filing fee for the
Company's Definitive Proxy Statement. The wire was sent at
approximately 9:45 A.M. Eastern Standard Time and was assigned
reference number 599.
Very truly yours,
ANALOGIC CORPORATION
Michael N. Siraco
Vice President and Controller
