<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 19, 1996
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 19, 1996 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 two Class I directors for a three-year term, to hold office
until the 1999 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
22, 1995, 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, 1995
_______________________________________________________________________
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 19, 1996
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 19, 1996 (the "Meeting"), and is
being mailed, together with the form of proxy solicited, to each
stockholder of the Company on or about December 1, 1995.
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 22, 1995, may vote at the Meeting.
On November 22, 1995, there were issued and outstanding 12,426,770
shares of Common Stock of the Company (not including 1,282,780
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 22, 1995, 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) 38.0%
FMR Corporation
82 Devonshire Street
Boston, MA 02109 1,388,700 11.2%
Private Capital Management Inc.
3003 Ninth Street
Naples, FL 33940 921,775 7.4%
(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
two directors, M. Ross Brown and Edward F. Voboril, will expire at the
Meeting. M. Ross Brown and Edward F. Voboril have been nominated
for election as the Class I directors, to hold office until the 1999 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 I 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
<TABLE>
*Nominee for Class I director is indicated by two asterisks.
<CAPTION>
Amount and Nature of
Beneficial Ownership of
the Company's Common
Principal Occupation Director Stock as of
Name Age Or Employment Since October 31, 1995
<S> <C> <C> <C> <C>
If elected, Term expires in
1999:
M. Ross Brown ** 61 Vice President of the 1984 32,500 (5)(7)*
Company
Edward F. Voboril **(2)(3) 52 President and CEO of 1990 5,000 (7)*
Wilson Greatbatch Ltd,
Clarence, NY
Term expires in 1998:
Bernard M. Gordon 68 Chairman of the Board 1969 4,720,192 (4)(6)
and Chief Executive
Officer of the Company
John A. Tarello 64 Senior Vice President 1979 40,000 (5)(7)*
and Treasurer of the
Company
Gerald L. Wilson (2)(3) 56 Former Dean, School 1980 2,000 (7)*
of Engineering and
Professor, Massachusetts
Institute of Technology
Term expires in 1997:
Bruce R. Rusch 52 President and Chief 1993 45,000 (5)*
Operating Officer of
the Company
Bruce W. Steinhauer(2)(3) 60 Chief Executive 1993 1,667 (7)*
Officer, Lahey Clinic,
Burlington, Massachusetts
Beneficial Ownership of Shares
by All Directors and Executive
Officers as a Group (8 persons) 4,875,109 (4)(5)(6)(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 was President from 1980 to 1995.
Bruce R. Rusch was appointed a Vice President of the Company in
January 1993 and President in January 1995. Mr. Rusch has been
President of SKY Computers, Inc. since 1987. SKY Computers, Inc.
was acquired by Analogic effective April 1, 1992.
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.
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.
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.
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 1995.
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
1995 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 1995 fiscal year to review and approve salaries of the
Company's officers for fiscal 1996. 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. The fixed annual rent on the entire 170,000 square feet was
increased from $1,042,000 to $1,125,000 as of March 1, 1995, 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 on a self renewing lease to
Siemens Medical Electronics, Inc. for a term which as presently extended
will end on December 1, 1997 subject to an 18 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 to July 31, 2003. This facility has been utilized by the Company for
manufacturing and office space since May 1, 1981. The current annual rental
is $315,000. The terms of this lease provide for rental adjustments every
three years to reflect increases in the cost of living. The next scheduled
rent adjustment date is May 1, 1996. The legal proceedings which arose
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 has been settled, as more fully described in Item 3
"Legal Proceedings" of the Company's Form 10K for the year ended July 31,
1995.
<PAGE>
<PAGE>10
<TABLE>
EXECUTIVE COMPENSATION
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 Compenstion
Principal Position Year Salary Bonuses Compensation (A)(B) (E) (F)
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard M. Gordon 1995 $325,000 $50,000 $375,000 ---- ---- $3,186
Chairman (CEO) 1994 300,000 50,000 350,000 ---- ---- 4,698
1993 285,000 35,000 320,000 ---- ---- 3,997
Bruce R. Rusch 1995 $206,519 $35,000 $241,519 ---- ---- $3,007
President (COO) 1994 159,958 47,000 206,958 ---- ---- ----
1993 139,000 20,000 159,000 $635,625 ---- ----
John A. Tarello 1995 $210,000 $35,000 $245,000 ---- ---- $3,225
Senior Vice President 1994 195,000 35,000 230,000 ---- ---- 3,842
and Treasurer 1993 185,000 30,000 215,000 $595,000(C) 10,000 3,355
M. Ross Brown 1995 $185,000 $30,000 $215,000 ---- ---- $3,076
Vice President 1994 175,000 30,000 205,000 ---- ---- 3,316
1993 165,000 25,000 190,000 $446,250 10,000 2,887
Julian Soshnick 1995 $185,000 $30,000 $215,000 ---- ---- $3,106
Vice President and 1994 175,000 30,000 205,000 ---- ---- 3,345
General Counsel 1993 165,000 25,000 190,000 $520,625(D) 5,000 2,912
______________________
</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, 1995, the following table reflects the aggregate stock
bonus awards for which transfer restrictions have not yet lapsed:
Shares Market Value
Bruce R. Rusch 45,000 $635,625
John A. Tarello 10,000 148,750
M. Ross Brown 30,000 446,250
Julian Soshnick 26,250 390,469
(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, May 20, 1994 and May 20, 1995, respectively. Transfer restrictions
with respect to the remaining 25% of the shares will lapse on May 20, 1996.
(D) Represents a stock grant of 35,000 shares on March 12, 1993. Transfer
restrictions with respect to 25% of the shares lapsed on August 17, 1994.
Transfer restrictions, with respect to 25% of the shares granted, will
lapse on 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 table below.
(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, 1995; and (iii) the fiscal year-end value of "in-the-money"
unexercised options.
<TABLE>
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 ---- ---- ---- ---- ---- ----
Bruce R. Rusch ---- ---- ---- ---- ---- ----
John A. Tarello 5,000 $40,625 7,500 2,500 $30,928 $10,312
M. Ross Brown ---- ---- 2,500 7,500 $10,312 $30,938
Julian Soshnick ---- ---- 1,250 3,750 $5,156 $15,469
(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 of exercise, or July 31, 1995, 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, 1995.
</TABLE>
<PAGE>
<PAGE>13
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 Dr. 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 Dr. Steinhauer on October 8, 1993, at an option price
of $14.75 per share. As of August 31, 1995, Dr. Wilson had exercised
4,000 shares and 1,000 shares remained exercisable; Mr. Voboril was
entitled to exercise 5,000 shares; and Dr. Steinhauer was entitled to
exercise 1,667 shares.
<PAGE>
<PAGE>14
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>15
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 its
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, new product introduction, 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 1995,
the committee elected to delay executive base salary adjustments.
Longer-Term Incentives
Stock incentives, which include stock options and/or stock grants, were
provided through the following Plans which were previously approved
by vote of the shareholders:
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.
<PAGE>
<PAGE>16
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
shareholder value.
COMPENSATION OF THE CHIEF 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 base salary rate was not increased in 1995 which reflects
the decision of the Committee to delay adjustments of executive salary
rates. 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>17
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
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, 1990, 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.
<TABLE>
<CAPTION>
[G R A P H I C]
The following legend represents data presented in graphical form.
CRSP Total Returns Index for: 07/31/90 07/31/91 07/31/92 07/30/93 07/29/94 07/31/95
<S> <C> <C> <C> <C> <C> <C>
ANALOGIC CORPORATION 100.0 121.3 122.7 161.3 170.7 203.6
Nasdaq Stock Mark (US Companies) 100.0 118.1 138.7 168.6 173.6 243.1
NASDAQ Stocks (SIC 3800-3899 US
Companies) 100.0 142.3 141.4 133.0 125.4 199.6
Measuring instruments; photo, med
& optical goods; timepieces
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 07/31/90.
</TABLE>
[FN]
The stock price performance graph, represented in tabular form above,
was filed with the Securities and Exchange Commission under Form SE.
<PAGE>
<PAGE>18
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, 1996. 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 1997 Annual Meeting of Stockholders, a
stockholder must give the aforesaid notice and submit his proposal no
later than August 15, 1996. 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.
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 1,1995
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>19
P R O X Y
ANALOGIC CORPORATION
Proxy for Annual Meeting of Stockholders to be held January 19, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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
19, 1996, 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 Both Directors. Nominees:
M. Ross Brown, Edward F. Voboril
SEE REVERSE SIDE: If you wish to vote in accordance with the Board of
Directors' recommendations, please sign on the reverse side. You need
not mark any boxes.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
<PAGE>
<PAGE>20
- ------------------------------------------------------------------
Reverse side of PROXY
/x/ Please mark
votes as in
this example.
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.
(See reverse) / / 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 / / AGAINST / / ABSTAIN
/ / _______________________________________
For all nominees except as noted above
</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 HEAR FOR ADDRESS
CHANGE AND NOTE AT LEFT / /
Please sign exactly as name appears
hereon. Joint owners should each Signature: _____________Date_____
sign. When signing as attorney, Signature: _____________Date_____
executor, administrator, trustee
or guardian, please give full
title as such.
<PAGE>
<PAGE>21
ANALOGIC CORPORATION
APPENDIX
On page 10 of the printed document a graph appears containing the following
information:
(1) Five year graphical comparison of the cumulative total shareholder
return on the Company's Common Shares.
<PAGE>
