ANALOGIC CORP, DEF 14A, 2000-12-08

ANALOGIC CORP
DEF 14A, 2000-12-08
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS

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<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 CORP.
(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE
(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]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
ANALOGIC CORPORATION TO BE HELD JANUARY 19, 2001

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, 2001
at 11:00 o'clock in the morning for the following purposes:

(1) To increase the number of directors from eight (8) to nine (9), to
elect three (3) Class III directors for a three (3) year term, to hold
office until the 2004 Annual Meeting of Stockholders, and to elect one (1)
Class II director for a two (2) year term, to hold office until the 2003
Annual Meeting of Stockholders, and in each case until their respective
successors are elected and qualified.

(2) To consider and act upon the matter of ratifying the selection by
the Board of Directors of PricewaterhouseCoopers LLP as auditors of the
Company for the current fiscal year.

(3) To consider and act upon the matter of adopting and approving the
Company's Key Employee Stock Bonus Plan dated October 12, 2000, a copy of
which is included as Exhibit B.

(4) 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, 2000,
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, 2000

IF YOU ARE ENTITLED TO VOTE AT THE MEETING,
KINDLY EXECUTE AND MAIL THE ENCLOSED PROXY 0779-PS-00
<PAGE> 3

ANALOGIC CORPORATION
8 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 19, 2001

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, 2001 (the "Meeting"), and is being mailed, together with the
form of proxy solicited, to each stockholder of the Company on or about December
7, 2000.

The enclosed proxy, if executed and returned, will be voted by the persons
named in the proxies as directed on the proxy and, in the absence of such
direction, for the increase of the number of directors for the ensuing year from
eight to nine, for the election of the four nominees as directors, for
ratification of the selection of PricewaterhouseCoopers LLP as auditors for the
current fiscal year, for the adoption of the Key Employee Stock Bonus Plan dated
October 12, 2000 and in accordance with their best judgment any other matters
which are 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.

QUORUM AND VOTE REQUIRED

The holders of record of shares of Common Stock, $.05 par value, at the
close of business on December 1, 2000, may vote at the Meeting. On December 1,
2000, there were issued and outstanding 12,880,768 shares of Common Stock of the
Company (not including 1,099,934 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 holders of a majority of the shares of Common Stock issued and
outstanding at the close of business on December 1, 2000 shall constitute a
quorum for the transaction of business at the Meeting. Shares of Common Stock
represented in person or by proxy (including shares that abstain or do not vote
with respect to one of more of the matters presented for stockholder approval)
will be counted for purposes of the determining whether a quorum is present at
the Meeting.

The affirmative vote of the holders of a plurality of the votes cast by the
holders of Common Stock is required for the election of directors. The
affirmative vote of the holders of a majority of the shares of Common Stock
represented at the Meeting is required for the ratification of auditors and the
approval of the Key Employee Stock Bonus Plan.

Shares that abstain from voting as to a particular matter will be
considered to be represented with respect to that matter. However, shares held
in "street name" by a broker or nominee that indicates on a proxy that it does
not have discretionary authority to vote as to a particular matter will not be
considered as shares represented with respect to that matter. Accordingly,
abstention and "broker non-votes" will have no effect on the voting for the
election of directors; broker non-votes will have no effect on the voting for
the ratification of auditors or the approval of the Key Employee Stock Bonus
Plan; and abstentions will have the same effect on the voting for the
ratification of auditors and the approval of the Key Employee Stock Bonus Plan
as a vote against such matters.

1
<PAGE> 4

STOCK OWNERSHIP

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 Securities Exchange Act
of 1934 ("Exchange Act")) known by the Company to have owned beneficially 5% or
more of its Common Stock as of December 1, 2000, 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.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF CLASS
NAME AND ADDRESS BENEFICIAL OWNERSHIP (AS OF DEC. 1, 2000)
---------------- -------------------- --------------------
<S> <C> <C>
Bernard M. Gordon Charitable Remainder Unitrust....... 4,723,092(1)(2) 36.7%
Bernard M. Gordon
Julian Soshnick
Gerald P. Bonder, Trustees
8 Centennial Drive
Peabody, MA 01960
T. Rowe Price......................................... 1,638,180 12.7%
100 East Pratt Street
Baltimore, MD 21202
Private Capital Management Inc........................ 1,065,332 8.3%
3003 Ninth Street
Naples, FL 33940
</TABLE>

---------------
(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.

(3) The Company has been advised informally by T. Rowe Price and Private Capital
Management Inc. that in their capacity as investment advisors they may be
deemed a beneficial owner on December 1, 2000, of 1,638,180 shares, or 12.7%
of the Company's Common Stock and 1,065,332 shares, or 8.3% of the Company's
Common Stock, respectively.

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 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 2004 Annual Meeting of Stockholders and until their respective
successors have been duly elected and qualified. Julian Soshnick has been
nominated for election as a Class II director to hold office until the 2003
Annual Meeting of Stockholders, and until his successor has been duly elected
and qualified.

It is the intention of the persons named in the proxies to increase the
number of directors from eight to nine and vote for the election of the nominees
as 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.

The Board of Directors recommends a vote "FOR" Proposal 1.

NOMINEE FOR CLASS II DIRECTOR IS INDICATED BY TWO ASTERISKS.

NOMINEES FOR CLASS III DIRECTORS ARE INDICATED BY THREE 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, 2000(1)
---- --- -------------------------- -------- -------------------------------
<S> <C> <C> <C> <C>
IF ELECTED, TERM EXPIRES IN 2004:
Bernard M. Gordon***............ 73 Chairman of the Board and 1969 4,723,092(4)(6)
Chief Executive Officer
of the Company
John A. Tarello***.............. 69 Retired Senior Vice 1979 5,000*
President of Analogic
Gerald L. Wilson***(2)(3)....... 61 Former Dean, School of 1980 7,000*(7)
Engineering and
Professor, Massachusetts
Institute of Technology
TERM EXPIRES IN 2003:
Thomas J. Miller, Jr............ 43 President and Chief 1999 66,050*(5)
Operating Officer
Bruce W. Steinhauer(2)(3)....... 67 President and Chief 1993 10,000*(7)
Executive Officer of The
Regional Medical Center
at Memphis
IF ELECTED, TERM EXPIRES IN
2003:
Julian Soshnick**............... 68 Vice President, General 31,250*
Counsel and Clerk
TERM EXPIRES IN 2002:
M. Ross Brown................... 66 Retired Vice President of 1984 -0-
Analogic
</TABLE>

3
<PAGE> 6

---------------
* 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).

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 retired from Analogic in November 1999. Mr. Tarello was the
Company's Controller from May 1970 through July 1982, a Vice President of the
Company from 1971 to 1980, and was 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 NSTAR Corporation and a director
of SATCON Corporation.

Julian Soshnick joined the Company in October 1981 as General Counsel and
has served as a Vice President since July 1982 and Clerk since 1988.

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 retired from Analogic in November 1999. Mr. Brown joined the
Company in August 1984 and was responsible for managing its manufacturing
operations. He was elected a Vice President in October 1984.

4
<PAGE> 7

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 year 2000.

The Company has an Audit Committee and a Compensation Committee.

Mr. Voboril, Dr. Wilson, and Dr. Steinhauer serve on the Audit Committee
and each meets the standards of independence as defined by the listing standards
of the Nasdaq. During fiscal year 2000, the Audit Committee adopted a formal
committee Charter which sets forth the responsibilities of the Committee. This
Charter was reviewed and approved by the Board of Directors. A copy of this
Charter has been attached hereto as Exhibit A to the Proxy Statement. The
Committee will review this Charter on an annual basis to assess its adequacy.
The Audit Committee met three times during the 2000 fiscal year.

Mr. Voboril, Dr. Wilson and Dr. Steinhauer serve on the Compensation
Committee, with Bernard M. Gordon serving as an ex officio non-voting member of
the Compensation Committee. 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 three times during
the 2000 fiscal year.

The Board of Directors does not have a nominating committee.

PROPOSAL 2

APPROVAL OF AUDITORS

It is proposed that the stockholders ratify the appointment of
PricewaterhouseCoopers LLP as independent auditors of the Company to audit its
financial statements for the fiscal year ending July 31, 2001.
PricewaterhouseCoopers LLP served as the Company's independent auditors for the
fiscal year ended July 31, 2000. Representatives of PricewaterhouseCoopers are
expected to be present at the Meeting and will have the opportunity to make a
statement if they desire to do so and will also be available to respond to
appropriate questions from stockholders. Although stockholders approval of the
Board of Directors' selection of PricewaterhouseCoopers is not required by law,
the Board of Directors believes that it is advisable to give stockholders an
opportunity to ratify this selection. If this proposal is not approved at the
Meeting, the Board of Directors may reconsider its selection.

The Board of Directors recommends a vote "FOR" Proposal 2.

PROPOSAL 3

APPROVAL OF KEY EMPLOYEE STOCK BONUS PLAN

On October 12, 2000, the Board of Directors voted to approve the Key
Employee Stock Bonus Plan, dated October 12, 2000 (the "Bonus Plan" or the
"Plan") pursuant to which 100,000 shares of Common Stock would be reserved for
issuance under the Plan. Pursuant to the terms of the Bonus Plan, the Board of
Directors is seeking stockholder approval of the Plan.

The following is a summary of the material features of the Bonus Plan and
does not purport to be complete. The summary is subject in all respects and is
qualified in its entirety by reference to the full text of the Bonus Plan, a
copy of which is attached hereto as Exhibit B.

PURPOSE. The purposes of the Bonus Plan are to (i) attract and retain key
employees, (ii) provide deferred compensation for Participants and additional
incentive to remain in the Company's employ (and the

5
<PAGE> 8

employ of its subsidiaries) and (iii) acquire noncompetition agreements from key
employees who become Participants.

ADMINISTRATION. The Bonus Plan is administered by a committee appointed by
the Board of Directors and consisting of the chairman of the Board and not less
than two Non-Employee Directors (the "Committee"), each of whom shall be
ineligible to participate in the Bonus Plan. The Board of Directors has the sole
authority to approve or reject the Committee's recommendations concerning
issuance of Common Stock under the Bonus Plan.

RESERVATION OF COMMON STOCK. In the event the stockholders approve the
Plan, there will be 100,000 shares of Common Stock reserved for issuance under
the Bonus Plan. Any shares issued under the Plan which are forfeited, as
described below, will be available for reissuance under the Plan. If the
Company's outstanding shares of Common Stock are increased or decreased as a
result of stock dividends, stock splits, recapitalizations or other means having
the same effect, or if the Company's Common Stock is converted into other shares
or securities of the Company as a result of a reorganization, the number of
shares available for issuance under the Plan shall be appropriately adjusted by
the Board of Directors.

PARTICIPANTS. All officers, divisional officers, department heads and
other key employees of the Company and its subsidiaries are eligible to receive
Common Stock under the Bonus Plan, and thereby become Participants under the
Bonus Plan. The benefits or amounts that will be received by or allocated to
those individuals and groups for whom disclosure is called for by the SEC proxy
rules or would have been received by or allocated to those persons are not
determinable. Upon recommendation of the Committee, the Board of Directors
determines which key employees shall be granted Common Stock pursuant to the
Bonus Plan. As of December 1, 2000, approximately twenty (20) employees would be
eligible to participate in the Plan.

TIME FOR ISSUANCE OF COMMON STOCK. Each key employee selected to be a
Participant must deliver a noncompetition agreement, in a form satisfactory to
the Company, within ten days of notification of his or her eligibility to
participate. If such employee fails to execute and deliver such agreement, any
of his or her rights to such Common Stock shall terminate.

RESTRICTIONS AND FORFEITURE. The Common Stock granted pursuant to the
Bonus Plan is subject to certain transfer restrictions and a risk of forfeiture
in the event that the Participant leaves the employ of the Company prior to the
lapsing of any such restrictions. For a period of three years from the date of a
grant, 100% of the Common Stock so granted may not be transferred. As of the
first day of each year then following the aforementioned three-year period, the
restrictions upon disposition of 25% of any shares granted shall lapse, provided
the Participant remains in the continuous full-time employ of the Company. If
the Participant ceases to be an employee of the Company for any reason,
including death or disability, all shares as to which the transfer restrictions
have not lapsed will be forfeited to the Company. The Board of Directors, may,
upon the recommendation of the Committee, impose a different vesting schedule at
the time shares are granted under the Bonus Plan or may accelerate the vesting
schedule at any time thereafter as to shares for which the transfer restrictions
have not lapsed. If the Committee determines at any time prior to the lapse of
the transfer restrictions that a Participant has (a) committed an act of
misconduct for which he could have been discharged for cause by the Company (or
by a subsidiary, as the case may be) or (b) has participated or engaged in any
business activity determined by the Committee to be in any way harmful or
prejudicial to the interest of the Company, all shares then issued and
outstanding in the Participant's name as to which the restrictions on transfer
are still in full force and affect, shall immediately be forfeited. All shares
issued to a Participant are held in escrow by the Company until the restrictions
lapse. While the shares are held in escrow, the Participant is the record and
beneficial owner of such shares and is entitled to vote such shares and to
receive cash dividends thereon.

MERGER, CONSOLIDATION OR SALE OF THE COMPANY'S ASSETS. If the Company
merges or consolidates with any corporation pursuant to which the Company is not
the surviving entity, or if the Company sells or exchanges substantially all of
its assets, the restrictions on disposition and the provisions with respect to
forfeiture shall lapse and be of no further effect and all such shares shall be
delivered by the Company to the respective Participants.
6
<PAGE> 9

AMENDMENTS. The Board of Directors may amend the Bonus Plan in any
respect, provided that, in the absence of stockholder approval, no such
amendment shall increase the maximum number of shares which may be issued in the
Bonus Plan.

EFFECTIVE DATE. The Bonus Plan will become effective upon approval by the
stockholders of the Company.

The Board of Directors recommends a vote "FOR" Proposal 3.

EXECUTIVE OFFICERS

The current executive officers of the Company are:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Bernard M. Gordon........ 73 Chairman of the Board and Chief Executive Officer
Thomas J. Miller, Jr. ... 43 President and Chief Operating Officer
John J. Millerick........ 52 Senior Vice President, Chief Financial Officer and Treasurer
Julian Soshnick.......... 68 Vice President, General Counsel and Clerk
Michael J. Magnifico..... 56 Vice President
</TABLE>

For additional information with respect to Mr. Gordon and Mr. Miller, who
are Directors, and Mr. Soshnick, who is a nominee as a Director, see Proposal
1 -- Election of Directors.

Mr. John J. Millerick joined the Company as Senior Vice President, Chief
Financial Officer and Treasurer in January 2000. Mr. Millerick was previously
Senior Vice President and Chief Financial Officer of CalComp Technology, Inc.
from 1996 to 1999. Prior to CalComp Technology, Inc., Mr. Millerick was Vice
President -- Finance of Digital Equipment Corporation's Personal Computer Unit
from 1994 to 1995. Before joining Digital Equipment Corporation, Mr. Millerick
served in several management positions at Wang Laboratories, leaving as Vice
President -- Corporate Controller and acting Chief Financial Officer.

Michael J. Magnifico joined the Company in November 1988 as Vice President
of manufacturing, and was promoted to Corporate Operations in November 1999. Mr.
Magnifico was previously Senior Vice President of Operations for the Racal Data
Group, a subsidiary of Racal Electronics, plc from 1993 to 1997.

Executive officers of the Company, with the exception of Mr. Magnifico, 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. under two subleases for terms which will end on December 1, 2000 and July
2001, respectively.

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

7
<PAGE> 10

$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
COMPENSATION AWARDS
ANNUAL COMPENSATION ----------------------------
------------------------------------------- RESTRICTED SHARES ALL OTHER
NAME AND FISCAL TOTAL ANNUAL STOCK AWARDS UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUSES COMPENSATION (A)(B) OPTIONS(C) (D)
------------------ ------ -------- -------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard M. Gordon.............. 2000 $350,000 $ 25,000 $375,000 -- -- $ 6,800
Chairman (CEO) 1999 350,000 25,000 375,000 -- -- 6,900
1998 339,000 50,000 389,000 -- -- 6,000

Thomas J. Miller, Jr.(1)....... 2000 $315,000 $200,000 $515,000 $1,511,280 -- $24,500
President (COO) 1999 0 0 0 -- -- --
1998 0 0 0 -- -- --

John J. Millerick(2)........... 2000 $114,000 $ 0 $114,000 -- 20,000 $ 2,700
Senior Vice President 1999 0 0 0 -- -- --
Chief Financial Officer 1998 0 0 0 -- -- --
and Treasurer

Michael J. Magnifico(3)........ 2000 $180,000 $ 15,000 $195,000 -- -- $ 6,500
Vice President 1999 127,900 15,000 142,900 $ 185,000 5,000 9,900
1998 0 0 0 -- -- --

Julian Soshnick................ 2000 $206,000 $ 20,000 $226,000 -- -- $ 5,400
Vice President and 1999 200,000 20,000 220,000 -- -- 5,200
General Counsel 1998 193,700 40,000 233,700 -- -- 5,100
</TABLE>

---------------
Notes to Compensation Table

(1) Mr. Miller joined the Company in October 1999.

(2) Mr. Millerick joined the Company in January 2000.

(3) Mr. Magnifico joined the Company in November 1998.

(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

8
<PAGE> 11

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.

(B) As of July 31, 2000, the following table reflects stock bonus awards for
which transfer restrictions have not yet lapsed.

<TABLE>
<CAPTION>
MARKET VALUE
AT DATE OF
SHARES GRANT
------ -------------
<S> <C> <C>
Thomas J. Miller, Jr.................................... 60,000 $1,511,280
Michael J. Magnifico.................................... 5,000 185,000
</TABLE>

(D) Represents car allowance and Company's Profit Sharing distribution for all
Officers listed. In addition, includes relocation assistance for Mr. Miller
in fiscal 2000 and Mr. Magnifico in fiscal 1999.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

The following table indicates the grants of stock options awarded to the
Named Officers during fiscal 2000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
ALTERNATIVE
INDIVIDUAL GRANTS TO (f)
------------------------------------------------------------------------------ AND (g):
GRANT DATE
POTENTIAL REALIZABLE VALUE
PERCENT OF VALUE AT ASSUMED -----------
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OF OPTION TERM GRANT DATE
OPTION/SARS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------- PRESENT
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($) VALUE
(a) (b) (c) (d) (e) (f) (g) (h)
---- ------------ ------------ ----------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard M. Gordon..... -- -- -- -- -- -- --
Thomas J. Miller...... -- -- -- -- -- -- --
John J. Millerick..... 20,000 15.0% $36.00 1/28/2008 $397,000 $977,000 --
Michael J.
Magnifico........... -- -- -- -- -- -- --
Julian Soshnick....... -- -- -- -- -- -- --
</TABLE>

9
<PAGE> 12

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,
2000; 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.......... -- -- -- -- -- --
Thomas J. Miller, Jr....... -- -- -- -- -- --
John J. Millerick.......... -- -- -- 20,000 -- $200,000
Michael J. Magnifico....... -- -- -- 5,000 -- 41,250
Julian Soshnick............ 5,000 $95,625 -- -- -- --
</TABLE>

---------------
(A) The value realized or the unrealized value of in-the-money options at
year-end represents the aggregate difference between the exercise price
(which equals the market value on the date of grant) and either the market
value on the date of exercise or, in the case of unrealized value, the
market value at July 31, 2000.

(B) "In-the-money" options are options whose exercise price was less than the
market price of Common stock at July 31, 2000.

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 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 new 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. No additional options can 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 employees of the Company
and 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 that each new Non-Employee Director who is elected to the Board shall
be granted an option to acquire five thousand shares.

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.

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

10
<PAGE> 13

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.

The following tables set forth options granted pursuant to the 1988 and
1997 plans as of July 31, 2000:

<TABLE>
<CAPTION>
DATE OF OPTIONS OPTION OPTIONS OPTIONS OPTIONS
GRANT GRANTED PRICE EXERCISED EXERCISABLE UNEXERCISABLE
-------- ------- ------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
1988 PLAN
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 --
1997 PLAN
Mr. Brown................. 1/28/00 5,000 $ 36.00 -- -- 5,000
Mr. Tarello............... 1/28/00 5,000 $ 36.00 -- -- 5,000
Dr. Wilson................ 6/12/00 5,000 $ 36.00 -- -- 5,000
Mr. Voboril............... 6/12/00 5,000 $ 36.00 -- -- 5,000
Dr. Steinhauer............ 6/12/00 5,000 $ 36.00 -- -- 5,000
</TABLE>

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company is unaware of any failure to file on a timely basis any reports
required by Section 16(a) of the Exchange Act by any "reporting person",
pursuant to Item 405 of Regulation S-K.

COMPENSATION COMMITTEE REPORT

Analogic conceives, designs, manufactures, and sells standard and
customized high-precision data acquisition, signal and imaging processing based
medical imaging and industrial systems and subsystems. Analogic's principal
customers are original equipment manufacturers (OEMs) who incorporate Analogic's
state-of-the-art products into systems used in medical, industrial and
scientific applications.

Analogic's technology-driven philosophy and strategic growth objectives
require an ability to attract 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 executive remuneration to individual and Company performance, 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 base salary
adjustment, cash incentive awards and/or stock incentive awards pertaining to
the Chief Executive Officer and other Senior Executives.

11
<PAGE> 14

ANNUAL COMPENSATION

Executive salary ranges and annual incentive award targets are established
annually. The Company's practice is to compensate executives at a competitive
level for its industry.

Each position is assigned a salary range appropriate to the impact and
scope of that 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, timely
introduction of new products, manufacturing efficiency, product quality,
employee morale and employee turnover.

Individual performance factors are relevant to the area of responsibility
for each executive, and include divisional performance where appropriate.

The Committee reviewed competitive salary practices for corporate officers
and elected to make adjustments to base salaries where appropriate from a
competitive standpoint.

LONGER-TERM INCENTIVES

Stock incentives, which include stock options and/or stock grants, were
provided through one or more of the following Plans previously approved by vote
of the shareholders:

- Key Employee Stock Bonus Plan dated March 14, 1983 as amended and
restated January 27, 1988

- Key Employee Incentive Stock Option Plan dated June 11, 1993 as amended
October 12, 2000.

- Key Employee Incentive Stock Option Plan dated June 11, 1998 as amended
October 12, 2000.

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 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 essential to continuing success. Other measures of
quantitative and qualitative performance are similar to those used for all
officers, as is the method of evaluating competitive compensation practice.

Mr. Gordon's base salary rate, which has not been adjusted since January,
1998, reflects competitive reward practice for CEOs 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

Gerald L. Wilson, Chairman
Bruce W. Steinhauer
Edward F. Voboril

12
<PAGE> 15

AUDIT COMMITTEE REPORT

In connection with the issuance of the Company's Annual Report on Form
10-K, the Audit Committee:

1. Reviewed and discussed the audited financial statements with management
personnel.

2. Met with the Company's independent auditors to review the audited
financial statements and to discuss with the auditors all matters
covered by Statement of Auditing Standards (SAS) No. 61.

3. Requested and obtained from the independent auditors a letter required
by Independent Standards Board (ISB) No. 1 that the auditors were in all
respects independent.

As a result of the above referenced review and discussions with the
Company's management and independent auditors, the Committee recommended to the
Board of Directors that the audited financial statements be accepted and
included in the Company's Annual Report on Form 10-K.

AUDIT COMMITTEE

Edward F. Voboril, Chairman
Dr. Bruce W. Steinhauer
Gerald L. Wilson

13
<PAGE> 16

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS

The graph below compares the cumulative total shareholder return on the
Company's Common Stock 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, 1995, in the Company's Common Stock and $100
invested at that time in each of the NASDAQ indexes. The comparison assumes that
all dividends are reinvested.
[GRAPH]

<TABLE>
<CAPTION>
ANALOGIC NASDAQ STOCK MARKET (US NASDAQ STOCKS (SIC
CORPORATION COMPANIES) 3800-3899 US COMPANIES)
----------- ----------------------- -----------------------
<S> <C> <C> <C>
07/1995 100.0 100.0 100.0
07/1996 151.3 109.0 97.9
07/1997 195.4 160.8 128.7
07/1998 219.4 189.3 115.4
07/1999 185.8 270.7 167.0
07/2000 251.8 385.5 255.7
</TABLE>

14
<PAGE> 17

PROPOSALS OF STOCKHOLDERS

A stockholder of the Company who intends to present a proposal for action
at the 2002 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 2002 Annual Meeting of Stockholders, a stockholder must give
the aforesaid notice and submit his proposal no later than August 10, 2001. The
notice and text should be sent to the attention of John J. Millerick, Senior
Vice President, Chief Financial Officer and Treasurer, Analogic Corporation, 8
Centennial Drive, Peabody, MA 01960.

If a stockholder wishes to make a proposal at the 2002 Annual Meeting of
Stockholders and does not notify the Company of that matter by October 23, 2001,
the proxies that management solicits for the 2002 Annual Meeting will confer
discretionary authority to vote on the stockholder's proposal if it is properly
brought before that meeting.

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 J.
Millerick, Senior Vice President, Chief Financial Officer and Treasurer,
Analogic Corporation, 8 Centennial Drive, Peabody, Massachusetts 01960.

For the Board of Directors

Julian Soshnick
Clerk

December 1, 2000

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.

15
<PAGE> 18

EXHIBIT A

ANALOGIC CORPORATION

AUDIT COMMITTEE CHARTER
JUNE 2000

The Audit Committee shall consist of a minimum of three independent
directors who are financially literate and shall have general oversight
responsibility with respect to the Corporation's financial reporting. In
performing its oversight responsibility, the Committee shall make
recommendations to the Board of Directors as to the selection, retention or
change in the independent accountants of the Corporation; and review with the
independent accountants the scope of their examination and other matters
relating to both their audit and non-audit activities. In undertaking the
foregoing responsibilities, the Audit Committee shall have unrestricted access,
if necessary, to personnel of the Corporation and documents and shall be
provided with the resources and assistance necessary to discharge its
responsibilities, including periodic reports from management assessing the
impact of regulation, accounting and reporting of other significant matters that
may affect the Corporation. The Audit Committee shall review the financial
reporting and adequacy of internal controls of the Corporation, consult with
certified public accountants, and from time to time, but not less than annually,
report to the Board. The Board of Directors shall fill vacancies in the
membership of the Audit Committee.

In meeting its responsibilities, the Audit Committee is expected to:

1. Provide an open avenue of communications between the independent
accountants and the Board of Directors.

2. Review and update the Committee's charter annually.

3. Receive copies of all quarterly financial statements and review with
the Corporation's chief accounting officer and senior management as
deemed appropriate.

4. Recommend to the Board of Directors the independent accountants to
be retained, approve their fees, and if applicable, review and
approve their discharge.

5. Obtain from the independent accountants annually a formal written
statement delineating all relationships between themselves and the
Company consistent with Independence Standards Board Standard No. 1,
discuss with the independent accountants any such disclosed
relationships and the impact these relationships have on their
independence, and take or recommend that the Board, where required,
take appropriate action regarding the independence of the
independent accountants.

6. When applicable, review and concur in the appointment of a director
of internal auditing.

7. Review management consulting services and related fees provided by
the independent accountants.

8. Consider, with management, the audit scope and plan of the
independent accountants.

9. Consider and review with the independent accountants:

a. The adequacy of the Corporation's internal controls.

b. Any related significant findings and recommendations of the
independent accountants together with management's responses
thereto.

10. Review with management and the independent accountants at the
completion of the annual examination:

a. The Corporation's annual financial statements and related
footnotes.

b. The independent accountants' audit of the financial statements
and their report herein.

A-1
<PAGE> 19

c. Any significant changes required in the independent accountants'
audit plan.

d. Any serious difficulties or disputes with management encountered
during the course of the audit.

e. Other matters related to the conduct of the audit, which are
required to be communicated to the Committee under generally
accepted auditing standards.

11. Review with management and the independent accountants filings with
the SEC, including but not limited to Form 10-K and Form 10-Q, and
other published documents containing the Corporation's financial
statements.

12. Review the effectiveness of the systems and processes in place for
monitoring compliance with laws and regulations.

13. Review, with the Company's counsel, any legal matters that could
have a significant impact on the Company's financial statements.

14. Review the Company's Code of Conduct and ensure that the program to
monitor compliance is effective.

15. Review policies and procedures with respect to officers' expense
accounts and perquisites, including their use of corporate assets,
and consider the results of any review of these areas by the
independent accountants.

16. Meet with the independent accountants and management in separate
executive sessions to discuss any matters that should be discussed
privately with the Audit Committee.

17. Report Committee actions to the Board of Directors with such
recommendations, as the Committee may deem appropriate.

A-2
<PAGE> 20

EXHIBIT B

KEY EMPLOYEE STOCK BONUS PLAN

DATED OCTOBER 12, 2000

1. PURPOSES. The Analogic "Key Employee Stock Bonus Plan" is intended to
provide a method whereby employees of Analogic Corporation and its subsidiary
corporations (hereinafter referred to, unless the context otherwise requires, as
the "Company"), who are largely responsible for the management, growth and
protection of the Company's business and are expected to make substantial
contributions to the successful growth of the Company, may be stimulated by
personal involvement in the Company's future prosperity, thereby advancing the
interests of the Company and all of its stockholders. This prosperity is
dependent upon the preservation and development of the Company's proprietary
products, trade secrets, know-how, and goodwill. The basic purposes of this Plan
are (i) to attract and/or retain key employees; (ii) to provide deferred
compensation for the Participants and additional incentive to continue in the
service of the Company with a proprietary interest therein; and (iii) to acquire
noncompetition agreements from key employees who become Participants under this
Plan and to whom shares of the Common Stock of the Company will then be issued
under the Plan, pursuant to which each such Participant shall agree to devote
his or her full time professional efforts on behalf of the Company during the
period of his or her employment and not to engage in any activity, direct or
indirect, which may be competitive with the business of the Company during the
period of his or her employment.

2. ADMINISTRATION. The Plan shall be administered by a Stock Plan
Committee (the "Committee") appointed by the Board of Directors of the Company.
The Committee shall serve at the pleasure of the Board and shall consist of the
Chairman of the Board and not less than two Non-Employee Directors, all of whom
shall be ineligible to participate in the Plan. The Committee shall prepare
reports to the Board of Directors of its recommendations with respect to key
employees to receive shares to be issued under the Plan, the number of shares
recommended for each such person and the dates or schedule upon which the
restrictions of Section 7 shall lapse (which dates or schedules need not be
identical). The Board of Directors shall have the sole responsibility for
approving or rejecting such recommendations. The Committee shall adopt such
rules and regulations as it may deem necessary or advisable for governing its
own work and shall recommend to the Board of Directors the form of instrument or
other document or documents which may be required, and the procedures to be
followed in the issuance of shares, cancellation of forfeited shares, and
otherwise necessary for the administration of the Plan.

3. RESERVATION OF SHARES. The Company shall reserve and set aside One
Hundred Thousand (100,000) shares of its authorized but unissued $.05 par value
Common Stock ("Common Stock"). Any of such shares issued under this Plan, which
may be forfeited pursuant to Paragraph 8 hereof, will again be available for
issuance under this Plan. Shares shall be made available from authorized,
unissued or reacquired Common Stock.

4. PARTICIPANTS. All officers, divisional officers, department heads and
other key employees of the Company or of any subsidiary corporation shall be
eligible to receive shares of Common Stock and thereby become Participants in
the Plan, except that no director shall be eligible to participate unless he or
she shall also be a key employee of the Company.

5. CONSIDERATION FOR SHARES ISSUED UNDER THE PLAN. No Participant shall
receive any shares under the Plan unless prior to the proposed issuance of the
shares to him or her, the Participant shall execute and deliver to the Company a
Noncompetition Agreement in form satisfactory to the Committee.

6. TIME FOR ISSUANCE OF SHARES. Each key employee authorized by the Board
of Directors to receive shares of Common Stock shall execute and deliver such
Noncompetition Agreement to the Company within ten (10) days after the Company
notifies the Participant that he or she has been selected to become a
Participant. If such employee shall fail so to execute and deliver such
Noncompetition Agreement, any of his or her rights to such shares shall
terminate.

B-1
<PAGE> 21

7. RESTRICTIONS.

(a) Each Participant will be the record and beneficial owner of the shares
issued to him or her under the Plan and except as provided herein shall be
entitled to all of the rights of such ownership including, without limitation,
the right to vote such shares and to receive ordinary cash dividends thereon.
However, shares of Common Stock issued to a Participant under the Plan and any
money or property (other than ordinary cash dividends), stock or securities
distributed with respect to or exchanged for those shares (hereinafter all of
the foregoing being collectively called the "shares") shall not be sold,
transferred, pledged or otherwise hypothecated (all of the foregoing events
being hereinafter called a "disposition") except as provided herein. Any such
attempted disposition, except as provided herein, shall result in an immediate
forfeiture to the Company of the shares. During the period which restriction
upon dispositions apply and the shares are held in escrow by the Company, the
Committee will exercise all rights which attach to these shares so as to
preserve the benefits associated with these shares as shall appear to the
Committee are in the best interests of the Participant. The Committee shall not
be liable in any way for good-faith action taken in this regard and the
Participant agrees by acceptance of the shares to hold the Committee harmless
for any actions so taken.

(b) Subject to the provisions of paragraphs (c) and (d), restrictions on
the disposition of the common shares shall, at the time of grant and thence for
a period of three years, apply to 100% of the number of shares granted. As of
the first day of each year then following the aforementioned three-year period,
the restrictions upon disposition of 25% of such shares (and any shares relating
thereto) shall lapse, provided always that the Participant remains in the
continuous full-time employ of the Company.

(c) Notwithstanding the foregoing provisions of this Paragraph 7, the Board
of Directors may, upon the recommendation of the Committee, impose a different
lapse schedule at the time shares are awarded under the Plan or may accelerate a
lapse schedule at any time thereafter as to shares for which the restrictions
upon disposition have not lapsed, and in either such event such different or
modified lapse schedule shall control for all purposes under the Plan.

(d) In the event that the Participant ceases to be an employee of the
Company for any reason, including death or disability, all shares as to which
the restrictions upon disposition have not lapsed in accordance with
subparagraph (b) or (c) of this Paragraph 7 shall be forfeited immediately to
the Company.

8. FORFEITURE. All shares issued to a Participant shall be held by the
Company in escrow subject to the conditions set forth in Paragraph 7 above and
until such time as the restrictions on disposition shall lapse. In the event of
the cessation of the employment of the Participant, however caused, prior to the
expiration of the restriction period specified in the grant, the shares then
remaining subject to the restrictions on disposition set forth in Paragraph 7
shall be forfeited to the Company. In the event that the Committee shall at any
time prior to the lapse of the restrictions determine that a Participant has (i)
committed an act of misconduct for which he or she could have been discharged
for cause by the Company, or (ii) has participated or engaged in any business
activity determined by the Committee to be in any way harmful or prejudicial to
the interests of the Company, all shares then issued and outstanding in the name
of the Participant as to which the restrictions are still in full force and
effect shall immediately be forfeited. Any determination made by the Committee
hereunder shall be conclusive and binding upon both the Company and the
Participant.

9. CONDITIONS TO GRANT OF SHARES. The Board may, in its discretion,
require as conditions to the grant of shares (a) that a registration statement
under the Securities Act of 1933, as amended, with respect to the shares issued,
containing such current information as is required by the Rules and Regulations
under said Act, shall have become, and continue to be, effective, or (b) that
the Participant (i) shall have represented, warranted and agreed, in form and
substance satisfactory to the Company, both that he or she is acquiring shares,
for his or her own account, for investment and not with a view to or in
connection with any distribution, (ii) shall have agreed to restrictions on
transfer, in form or substance satisfactory to the Company, and (iii) shall have
agreed to an endorsement which makes appropriate reference to such
representations, warranties, agreements and restrictions on the certificate
representing the shares.

10. DILUTION OR OTHER ADJUSTMENTS. In the event the outstanding shares of
the Common Stock of the Company are increased or decreased as a result of stock
dividends, stock splits, recapitalizations or other

B-2
<PAGE> 22

means having the same effect, or if the Company's Common Stock is converted into
other shares or securities of the Company as a result of a reorganization, the
number of shares available for issuance under the Plan shall be appropriately
adjusted by the Board of Directors.

11. MERGER, CONSOLIDATION OR SALE OF THE COMPANY'S ASSETS. If the Company
shall merge or consolidate with any corporation and the Company shall not be the
surviving corporation, or if the Company shall sell or exchange substantially
all of its assets, the restrictions on disposition and the provisions with
respect to forfeitures set forth in Paragraphs 7 and 8 above, respectively,
shall ipso facto lapse and be of no further effect whatsoever as to any and all
shares then issued and outstanding of record in the name of any and all
Participants, and all such shares forthwith be delivered by the Company to the
respective Participants.

12. NONASSIGNABILITY. Shares issued to any Participant hereunder prior to
the release of the restrictions shall not be transferable otherwise than by will
or by the laws of descent and distribution. In the event of the cessation of
employment of a Participant, forfeiture of shares still subject to restriction
at the time of death shall be in accordance with Paragraph 7(d).

13. AMENDMENTS. The Board of Directors of the Company by resolution at any
time may amend the Plan in any respect, provided that, in the absence of
stockholder approval, no such amendment shall increase the maximum number of
shares which may be issued under the Plan, except in accordance with the
provisions of Paragraph 10 hereof.

14. INTERPRETATION. The interpretation and construction of any provision
of the Plan and the adoption of rules and regulations for administering the Plan
shall be made by the Committee, subject, however, at all times to the final
jurisdiction which shall rest in the Board of Directors of the Company.
Determinations made by the Committee and approved by the Board of Directors with
respect to any matter or provision contained in the Plan shall be final,
conclusive and binding upon the Company and upon all Participants, their heirs
or legal representatives. Any rule or regulation adopted by the Committee
(whether under the authority of this Paragraph or of Paragraph 2 above) shall
remain in full force and effect and until altered, amended, or repealed by the
Board of Directors.

15. EFFECTIVE DATE. The plan will become effective as of the date on which
the Plan is approved by the stockholders of the Company.

B-3
<PAGE> 23

[ANALOGIC LOGO]
<PAGE> 24

DETACH HERE

ANALOGIC CORPORATION

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 19, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY

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 J. Millerick, 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, 2001, 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 an increase in the number of directors from eight to nine and the
election of the nominees as directors and FOR Proposal 2 and FOR Proposal 3.

Election of Four Directors. Nominees:

(01) Bernard M. Gordon, (02) John A. Tarello, (03) Gerald L. Wilson, (04)
Julian Soshnick

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.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE> 25
ANALOGIC CORPORATION

C/O EQUISERVE
P.O. BOX 9398
BOSTON, MA 02205-9398

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THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.

Regardless of whether you plan to attend the Annual Meeting of Stockholders,
you can be sure your shares are represented at the Meeting by promptly
returning your proxy (attached below) in the enclosed envelope. Thank you for
your attention to this important matter.

-------------------------------------------------------------------------------

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 Proposals 1, 2 and 3.

-------------------------------------------------------------------------------
The Board of Directors recommends a Vote FOR Proposals 1, 2 and 3.
-------------------------------------------------------------------------------

1. To Increase the number of Directors for the ensuing year from eight to nine
and the election of the nominees as Directors (See Reverse).

FOR WITHHELD
[ ] [ ]

[ ] _________________________________________
For all nominees except as noted above

2. To consider and act upon the matter of ratifying the selection of
PricewaterhouseCoopers LLP as the Company's auditors for the current
fiscal year.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. To consider and act upon the matter of adopting and approving the Company's
Key Employee Stock Bonus Plan dated October 12, 2000.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. 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: ______________