<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 sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Analogic Corporation
(Name of Registrant as Specified In Its Charter)
Analogic Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] 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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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> 2
[ANALOGIC LOGO]
The World Resource
for Precision Signal Technology
ANALOGIC CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
ANALOGIC CORPORATION TO BE HELD JANUARY 28, 2000
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 28, 2000
at 11:00 o'clock in the morning for the following purposes:
(1) To elect two (2) Class II directors for a three-year term, to hold office
until the 2003 Annual Meeting of Stockholders and until their successors
are elected and qualified.
(2) 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 December 1, 1999,
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, 1999
IF YOU ARE ENTITLED TO VOTE AT THE MEETING,
KINDLY EXECUTE AND MAIL THE ENCLOSED PROXY
<PAGE> 3
ANALOGIC CORPORATION
8 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 28, 2000
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 28, 2000 (the "Meeting"), and is being mailed, together with the
form of proxy solicited, to each stockholder of the Company on or about December
3, 1999.
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, will
elect the two nominees as directors and in accordance with their best judgment
consider, if any, other matters, properly brought 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 December 1, 1999, may vote at the Meeting. On December 1,
1999, there were issued and outstanding 12,803,243 shares of Common Stock of the
Company (not including 1,149,634 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
December 1, 1999, based upon information received from or on behalf of the
persons named. Unless otherwise noted, the beneficial owners listed have sole
voting and investment power with respect to the shares listed.
1
<PAGE> 4
AMOUNT AND NATURE OF PERCENT OF CLASS
NAME AND ADDRESS BENEFICIAL OWNERSHIP (AS OF DEC. 1, 1999)
---------------- -------------------- --------------------
Bernard M. Gordon 4,723,092(1)(2) 36.9%
Charitable Remainder
Unitrust
Bernard M. Gordon
Julian Soshnick
Gerald P. Bonder,
Trustees
8 Centennial Drive
Peabody, MA 01960
T. Rowe Price 1,786,280 14.0%
100 East Pratt Street
Baltimore, MD 21202
Private Capital 1,083,918 8.5%
Management Inc.
3003 Ninth Street
Naples, FL 33940
(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. The
total shares reported above include 12,900 shares owned by the Gordon
Foundation.
2
<PAGE> 5
PROPOSAL 1
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 staggered three-year term of office. One class expires each year. The
terms of two directors, Bruce W. Steinhauer and Thomas J. Miller, Jr., will
expire at the meeting. Mr. Miller was appointed to the Board by his co-Directors
on October 7, 1999 in accordance with the Company's By-Laws, to fill the
unexpired term of Bruce Rusch who had resigned. Bruce W. Steinhauer and Thomas
J. Miller, Jr. have been nominated for election as the Class II directors, to
hold office until the 2003 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 vote for the
election of the nominees as Class II directors. In the event that any 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.
3
<PAGE> 6
NOMINEE FOR CLASS H DIRECTOR IS INDICATED BY TWO ASTERISKS.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP OF THE
PRINCIPAL OCCUPATION DIRECTOR COMPANY'S COMMON STOCK
NAME AGE OR EMPLOYMENT SINCE AS OF OCTOBER 31, 1999
---- --- -------------------- -------- -------------------------------
<S> <C> <C> <C> <C>
IF ELECTED, TERM EXPIRES
IN 2003:
Thomas J. Miller, Jr.** 42 President and Chief -- 65,500*(5)
Operating Officer
of the Company
Bruce W. Steinhauer**(2)(3) 56 President and Chief 1993 10,000*(7)
Executive Officer of
The Regional Medical
Center at Memphis
TERM EXPIRES IN 2002:
M. Ross Brown 65 Vice President of 1984 -0-
the Company
Edward F. Voboril(2)(3) 56 Chairman and CEO of 1990 5,000*(7)
Wilson Greatbatch Ltd.,
Clarence, NY
TERM EXPIRES IN 2001:
Bernard M. Gordon 72 Chairman of the Board 1969 4,723,092(4)(6)
and Chief Executive
Officer of the Company
John A. Tarello 68 Senior Vice President 1979 5,000*
and Treasurer of the
Company
Gerald L. Wilson(2)(3) 60 Former Dean, School 1980 7,000*(7)
of Engineering and
Professor, Massachusetts
Institute of Technology
Beneficial Ownership of Shares
by All Directors and Executive
Officers as a Group (8 persons) 4,843,842(4)(5)(6)(7)
</TABLE>
*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. The
total shares reported above includes 12,900 shares owned by the Gordon
Foundation.
(5) This amount includes certain shares issued under the Company's Key Employee
Stock Bonus Plan which are subject to forfeiture under certain
circumstances.
(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).
4
<PAGE> 7
Bernard M. Gordon has been the Chairman of the Board of Directors of the
Company since 1969 and was President from 1980 to 1995.
Thomas J. Miller, Jr. joined the Company as President and Chief Operating
Officer in October 1999. Mr. Miller was the President and CEO of Carl Zeiss,
Inc. from 1997 to 1999. Prior to Carl Zeiss, Inc., Mr. Miller was Group Vice
President, Imaging Systems, for Siemens Medical Systems, Inc. from 1995 to 1997.
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 trustee of Commonwealth Energy Systems and a
director of ASECO Corporation.
Dr. Bruce W. Steinhauer became the President and Chief Executive Officer of
the Regional Medical Center at Memphis in 1998. Prior to this position, he was
the Chief Executive Officer of the Lahey-Hitchcock Clinic from 1992-1998.
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 was appointed Chairman of Wilson Greatbatch Ltd. of Clarence,
New York in 1998. He has been President and CEO since 1990.
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 Unitrust, Mr. Gordon,
along with Mr. Soshnick and Mr. Bonder, may be deemed to control the Company.
The Board of Directors held four meetings during fiscal 1999.
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 1999 fiscal year,
the Committee met once with PricewaterhouseCoopers LLP. 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 1999 fiscal year to review and approve salaries of
the Company's officers for fiscal 2000. The Board does not have a nominating
committee.
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 owns a 48% interest and Mr. Bernard L. Friedman, the
Company's former Vice Chairman of the Board (Mr. Friedman resigned on July 31,
1993), owns a 52% 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
$1,164,000 to $1,219,000 effective March 1, 1998, and shall be adjusted as of
March 1 every third year to reflect increases in the cost of living. A total of
155,000 square feet of the facilities are sublet to Siemens Medical Electronics,
Inc. for a term which will end on December 1, 2000.
5
<PAGE> 8
Mr. Gordon and Mr. Friedman own a 48% and 52%, respective, 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 fixed annual rent for this
facility was increased from $333,000 to $357,000 effective May 1, 1999, and
shall be adjusted as of May 1 every third year to reflect increases in the cost
of living.
All of the foregoing rents are on a net lease basis, and accordingly the
Company pays, in addition to the above rental payments, all taxes, maintenance,
insurance, and other costs relating to the leased premises.
The terms of the several lease agreements, at the time they were executed,
were at least as favorable as those that could have been obtained from
unaffiliated third parties. Prior to execution of each such lease, two
independent appraisals were obtained in order to establish the fair market rate
for subject premises. A rent, in each case discounted below the fair market rate
established by the appraisals, was then agreed upon by the parties.
The leases each incorporated periodic rent escalation clauses, based upon
the CPI. At the present time, the rents that the Company is paying under the
several leases reflect fair rental value for the properties.
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.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------- -------------------
ALL OTHER
NAME AND TOTAL ANNUAL COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUSES COMPENSATION STOCK AWARDS STOCK OPTIONS (A)
------------------ ---- ------ ------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard M. Gordon 1999 $350,000 $25,000 $375,000 -- -- $3,437
Chairman (CEO) 1998 339,400 50,000 389,400 -- -- 3,848
1997 325,000 50,000 375,000 -- -- 3,645
Bruce R. Rusch* 1999 $250,000 $ -- $250,000 -- -- $ --
President (COO) 1998 239,400 50,000 289,400 -- -- 3,646
1997 225,000 50,000 275,000 -- -- 3,442
John A. Tarello 1999 $230,000 $25,000 $255,000 -- -- $3,487
Senior Vice 1998 226,000 50,000 276,000 -- -- 3,892
President and 1997 210,000 50,000 260,000 -- -- 3,691
Treasurer
M. Ross Brown 1999 $200,000 $20,000 $220,000 -- -- $3,337
Vice President 1998 193,700 30,000 223,700 -- -- 3,725
1997 185,000 30,000 215,000 -- -- 3,521
Julian Soshnick 1999 $200,000 $20,000 $220,000 -- -- $3,367
Vice President and 1998 193,700 40,000 233,700 -- -- 3,758
General Counsel 1997 185,000 40,000 225,000 -- -- 3,555
</TABLE>
*Mr. Rusch resigned effective July 31, 1999.
(A) 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.
6
<PAGE> 9
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,
1999; and (iii) the fiscal year-end value of "in-the-money" unexercised options.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NUMBER OF AT FISCAL YEAR END AT FISCAL YEAR END(A)(B)
SHARES ACQUIRED VALUE -------------------------- --------------------------
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 -- -- -- -- -- --
M. Ross Brown 2,500 $45,314 -- -- -- --
Julian Soshnick -- -- 5,000 -- $96,875 --
</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 of grant and, either the market value on the date of exercise, or
on the case of unrealized value, the market value July 31, 1999.
(B) "In-the-money" options are options whose exercise price was less than the
market price of Common Shares at July 31, 1999.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company is entitled to an
annual fee of $10,000 plus a fee of $1,000 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. In June 1996, the Board of Directors amended the 1988 Plan to
increase the number of options that could be granted to each Non-Employee
director to 10,000 shares. As of February 1998, no additional options may be
granted under the 1988 Plan.
In June 1996, the Board of Directors adopted and stockholders approved at
the January 1997 Annual Meeting of Stockholders, the 1997 Non-Qualified Stock
Option Plan for Non-Employee Directors (the "1997 Plan"). Pursuant to the 1997
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
1997 Plan is the fair market value of the Common Stock on the date of grant. The
1997 Plan provides each new Non-Employee Director who is elected to the Board
shall be granted an option to acquire 5,000 shares, effective as of the date he
or she is first elected to the Board; provided, however, that upon such first
election, a new Non-Employee Director shall not receive a grant under both this
Plan and the 1988 Plan.
The Board of Directors shall determine under which Plans grants shall be
made. Every four (4) years from the date on which a Non-Employee Director was
last granted a Non-Employee Director option under either Plan, that Non-
Employee Director shall be granted an option to acquire 5,000 shares, effective
as of the date of that fourth anniversary.
7
<PAGE> 10
Options granted under both Plans 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 and 1997 Plans are administered by members of the Company's Board
of Directors. There were no options granted under the 1997 Plan as of July 31,
1999.
The following table sets forth options granted pursuant to the 1988 Plan as
of July 31, 1999:
<TABLE>
<CAPTION>
Date of Options Option Options Options Options
Grant Granted Price Exercised Exercisable Unexercisable
------- ------- ------ --------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dr. Wilson 2/01/88 5,000 $ 7.375 5,000 -- --
Dr. Wilson 6/12/96 5,000 $27.750 -- 5,000 --
Mr. Voboril 6/12/91 5,000 $10.875 5,000 -- --
Mr. Voboril 6/12/96 5,000 $27.750 -- 5,000 --
Dr. Steinhauer 10/08/93 5,000 $14.750 5,000 -- --
Dr. Steinhauer 6/12/96 5,000 $27.750 -- 5,000 --
</TABLE>
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 interests,
- 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.
8
<PAGE> 11
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 revenue. 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 attainments, 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.
The Committee reviewed competitive salary practices for corporate officers
and elected not to make adjustments to base salaries.
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 dated March 14, 1993 and as
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.
- Key Employee Incentive Stock Option Plan dated June 11, 1998.
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 Corporate Officers, as is the method of evaluating competitive
compensation practices.
Mr. Gordon's base salary, which has not been adjusted since January, 1998,
reflects competitive remuneration practices of CEO's of comparable, high
technology companies. 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 continues to be conservative, particularly in light of his
leadership position in the electronics industry.
COMPENSATION COMMITTEE
Bruce W. Steinhauer
Edward F. Voboril
Gerald L. Wilson
9
<PAGE> 12
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 29, 1994, 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.
[CHART]
LEGEND
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index for: 07/1994 07/1995 07/1996 07/1997 07/1998 07/1999
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
_____ [ ] ANALOGIC CORPORATION 100.0 119.3 180.5 233.1 261.7 221.7
-.-.- * Nasdaq Stock Market (US Companies) 100.0 140.4 153.0 225.8 265.8 380.1
----- -- NASDAQ Stocks (SIC 3800-3899
US Companies) 100.0 158.2 154.9 203.9 182.9 264.7
Measuring instruments; photo, med & optical goods; timepieces
</TABLE>
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 07/29/1994.
10
<PAGE> 13
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 2001 Annual Meeting of Stockholders, a stockholder must give
the aforesaid notice and submit his proposal no later than August 11, 2000. 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 axe 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 FINAN-
CIAL 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.
December 1, 1999 For the Board of Directors
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.
11
<PAGE> 14
PROXY
ANALOGIC CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 28, 2000
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 28, 2000, 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.
Election of Two Directors. Nominees:
Bruce W. Steinhauer, Thomas J. Miller, Jr.
SEE REVERSE SIDE. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATION, PLEASE SIGN ON THE REVERSE SIDE. YOU NEED NOT MARK
ANY BOXES.
------------- -------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
------------- -------------
<PAGE> 15
DETACH HERE
[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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. To elect the nominees as Directors (See Reverse).
FOR WITHHELD
[ ] [ ]
[ ]_______________________________________
For all nominees except as noted above.
2. 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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Signature:________________________________________ Date: _______________________
Signature:________________________________________ Date: _______________________
