SCHEDULE 14a INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
PPT Vision, Inc.
- ------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
PPT Vision, Inc.
- ------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant
to Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Tile of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] 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 number:
(3) Filing party:
(4) Date filed:
<PAGE>
PPT VISION
10321 West 70th Street
Eden Prairie, MN 55344
(612) 996-9500
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 6, 1996
To the Shareholders of PPT Vision, Inc.:
Notice is hereby given that the Annual Meeting of
Shareholders of PPT Vision, Inc. will be held on Wednesday, March
6, 1996, at 3:00 p.m., Central Time, at the Marquette Hotel, 710
Marquette Avenue, Minneapolis, MN, for the following purposes:
1. To elect five (5) directors to serve until the
next annual meeting of shareholders;
2. To act upon any other matters that may properly be
presented at the meeting.
Accompanying this Notice of Annual Meeting is a Proxy
Statement, form of Proxy and the Company's Annual Report to
Shareholders for the fiscal year ended October 31, 1995.
The Board of Directors has fixed the close of business on
January 26, 1996, as the record date for the determination of
shareholders entitled to notice of, and to vote at, the meeting.
By Order of the Board of Directors
/s/Larry G. Paulson
-------------------
Larry G. Paulson
Secretary
Dated: January 31, 1996
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED AT THE MEETING. SHAREHOLDERS WHO ATTEND THE
MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY
DESIRE.
<PAGE>
PPT VISION
10321 West 70th Street
Eden Prairie, MN 55344
(612) 996-9500
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 6, 1996
GENERAL MATTERS
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of PPT Vision, Inc. (the
"Company") from holders of Common Stock of proxies in the
accompanying form to be voted at the Annual Meeting of
Shareholders on Wednesday, March 6, 1996 at 3:00 p.m., Central
Time, and at all adjournments thereof. This Proxy Statement is
first being sent to shareholders on or about February 2, 1996.
Any shareholder giving a proxy will have the right to revoke
it by written notice to the Secretary of the Company or by filing
with the Secretary another proxy bearing a later date at any time
before it is voted at the meeting. A shareholder wishing to vote
in person after giving his or her proxy must first give written
notice of revocation to the Secretary. All shares represented by
valid, unrevoked proxies will be voted at the meeting, and any
adjournment thereof.
The presence at the Annual Meeting by person or by proxy of
the holders of a majority of the outstanding shares of the
Company's Common Stock entitled to vote shall constitute a quorum
for the transaction of business. If a broker returns a "non-
vote" proxy, indicating a lack of authority to vote on such
matter, than the shares covered by such non-vote shall be deemed
present at the meeting for purposes of determining a quorum, and
shall not be deemed to be represented at the meeting for purposes
of calculating the vote with respect to each matter. If a
shareholder abstains from voting as to any matter, then the
shares held by such shareholder shall be deemed present at the
meeting for purposes of determining quorum and for purposes of
calculating the vote with respect to such matter, but shall not
be deemed to have been voted in favor of such matter. Proxies
which are signed, but lack any such specification will be voted
in favor of the directors proposed by the Board of Directors and
listed in this Proxy Statement.
VOTING SECURITIES
Shareholders of record as of the close of business on
January 26, 1996, will be entitled to notice of and vote at the
meeting. On that date, the Company had 2,389,954 shares of
Common Stock, $.10 par value ("Common Stock") outstanding, each
of which is entitled to one vote per share on each matter to be
voted upon at the meeting. There is no cumulative voting for
directors.
Page 2
SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth as of January 15, 1996 the
number of shares of the Company's Common Stock owned by each
director or nominee for director, and by each person known by the
Company to own of record or beneficially five percent (5%) or
more of the Company's Common Stock, and all officers and
directors of the Company as a group.
<TABLE>
Number and Percentage
of Shares
Beneficially Owned (1)
Name and Address Shares Percentage
- -----------------------------------------------------------------
<S> <C> <C>
P. R. Peterson (2) 618,505 25.4%
ESI Investment Co. (2)
6111 Blue Circle Drive
Minnetonka, MN 55343
Bruce C. Huber 76,963 3.2%
David Malmberg 6,300 *
Larry G. Paulson 65,913 2.7%
Joseph C. Christenson 53,385 2.2%
All Officers and Directors 823,566 33.2%
as a Group (6 persons)
</TABLE>
* Indicates ownership of less than one percent.
(1) Except as noted, all shares beneficially owned by each
person as of the record date were owned of record, and each
person had sole voting power and sole investment power for
all such shares beneficially held by him. The table
excludes shares purchasable pursuant to the Company's 1995
Employee Stock Purchase Plan. The table includes options
under the Company's 1988 Stock Option Plan exercisable
within 60 days of January 15, 1996 in the following amounts:
Mr. Peterson, 9,150 shares; Mr. Huber, 8,300 shares; Mr.
Malmberg, 2,000 shares; Mr. Paulson, 13,443 shares; Mr.
Christenson, 21,885 shares; All Officers and Directors as a
group, 57,278 shares.
(2) ESI Investment Co. is the record owner of 366,056 shares of
Common Stock. Mr. Peterson is a controlling shareholder of
the parent company of ESI. Mr. Peterson also owns 106,432
shares of Common Stock individually and controls 75,167
shares as trustee of the P. R. Peterson Co. Profit Sharing
Trust. He is also a one-third owner of Peterson Brothers
Securities Company which owns 28,700 shares of Common Stock
in its investment account and has a currently exercisable
warrant to purchase an additional 33,000 shares.
Page 3
ELECTION OF DIRECTORS
It is intended that proxies solicited by the Board of
Directors will be voted FOR (unless otherwise directed) the
election of the nominees for director named below. Each of the
nominees named below upon election will serve until the next
annual meeting or until his successor has been elected and
qualified. If, for any reason, any of the nominees become
unavailable for election, the proxies solicited by the Board of
Directors will be voted for such nominee as is selected by the
Board of Directors. The Board of Directors has no reason to
believe that any of the nominees are not available or will not
serve if elected.
The Company does not have a nominating committee of the
Board of Directors. The nominees named below have been nominated
by the Board of Directors of the Company. The nominees are
listed below with their ages and their present positions with the
Company and their present principal occupations or employment.
Messrs. Paulson and Christenson have devoted and will devote
their full working time to the business of the Company. Messrs.
Huber, Malmberg and Peterson have devoted and will devote such
time as is necessary to fulfill their duties as directors.
JOSEPH C. CHRISTENSON, 37, has been President of the Company
since January 1989. Mr. Christenson has a Masters in Business
Administration from the University of Michigan and a Bachelor of
Arts degree from St. Olaf College. Mr. Christenson was elected
as a director in December 1987.
LARRY G. PAULSON, 44, has been Vice President of Research
and Development, Secretary and a director of the Company since
December 1981. Mr. Paulson is also a Registered Professional
Engineer and holds Bachelors and Masters Degrees in Science from
the University of Minnesota.
BRUCE C. HUBER, 48, is a Managing Director and the Director
of Equity Capital Markets at Piper Jaffray Inc., a general broker-
dealer in investment securities and investment banker based in
Minneapolis. Mr. Huber has been a director since 1985. Mr.
Huber is also a director of Computer Petroleum Corporation.
DAVID MALMBERG, 49, is Chairman of the Board of National
City Bank in Minneapolis, Minnesota. Mr. Malmberg is also a
director of Advance Circuits, Inc., a supplier of printed
circuits for use in military systems and aerospace applications.
Mr. Malmberg began serving as a director in May 1994.
P. R. PETERSON, 61, is the Secretary and a director of
Electro-Sensors, Inc., a Minneapolis manufacturer of machine
control systems. Mr. Peterson is also a director of Applied
Biometrics, Inc. Mr. Peterson is also President of P. R.
Peterson Co., Inc., a venture capital firm and has been active in
the venture capital business for over 20 years. Mr. Peterson was
elected a director of the Company in December 1988.
Management recommends a vote FOR the nominees listed above.
Directors receive $1,250 per quarter for services as members
of the Board. The Board has a Compensation & Stock Option
Committee and an Audit Committee, of which Mr. Huber, Mr.
Malmberg and Mr. Peterson are members. The Audit Committee met
once in fiscal 1995 with the Company's independent auditors to
review the results of the audit of the Company's Financial
Statements.
During the fiscal year ended October 31, 1995, the Company's
Board of Directors held four meetings. All directors attended
all meetings. In addition, the Company's directors took a number
of different actions by written action during the fiscal year,
including action taken by the Compensation & Stock Option
Committee.
Page 4
Executive Compensation
- ----------------------
The following table sets forth the compensation earned by
the Company's Chief Executive Officer for services rendered to
the Company in all capacities during the past three fiscal years:
<TABLE>
Summary Compensation Table
Long Term
Annual Compensation Compensation
Options
Name and Principal Fiscal All Other
Position Year Salary Bonus Stock Options Compensation
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Joseph C. Christenson 1995 $93,922 $4,696 None ----
President and Chief 1994 $90,600 None 5,000 Shares ----
Executive Officer 1993 $84,600 None 5,500 Shares ----
</TABLE>
Option Grants in Last Fiscal Year
Mr. Christenson was not granted any options during fiscal year 1995.
Aggregated Option Exercises in Last Fiscal year
and Fiscal Year-End Options Values
The following table sets forth, with respect to Mr.
Christenson, certain information with respect to stock options
exercised during the fiscal year ended October 31, 1995, and
unexercised options held as of the end of that fiscal year:
<TABLE>
Number of Unexercised Value of Unexercised(2)
Options at Fiscal In-the-Money Options at
Year-End Fiscal Year-End
-------------------------- --------------------------
Shares Acquired Value(1)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph C. Christenson 5,000 $12,345 21,885 none $191,461 N/A
</TABLE>
(1)Represents the difference between the fair market value of the
shares on the date of exercise and the exercise price multiplied
by the number of options shares exercised.
(2)Value of unexercised options equals fair market value of the
shares underlying options at October 31, 1995, less the exercise
price, times the number of options outstanding.
Employment Agreements
- ---------------------
The Company has entered into written employment agreements
with Messrs. Christenson and Paulson. Under the terms of their
respective employment contracts, each of the officers is required
to devote his full time and effort to the Company. Each
employment agreement is renewable annually, contains a one-year
non-compete provision and is terminable by the Company or the
officer on 60-days notice.
Page 5
Stock Option Plan
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The Company's 1988 Stock Option Plan (the "Plan") provides
for the granting of Common Stock purchase options which qualify
as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986 (the "Code"). The Plan is currently
administered by the Company's Compensation & Stock Option
Committee ("Committee"). Employees of the Company are eligible
to receive options granted under the Plan. The Board or the
Committee has complete discretion to select the optionees and to
establish the terms and conditions of each option, subject in all
cases to the provisions of the Plan and applicable provisions of
the Code. Options granted under the Plan are not transferable
and are subject to various other conditions and restrictions.
Shares subject to canceled options are available for subsequently
granted options under the Plan. In addition, the Board or the
Committee may from time to time grant options on terms and
conditions inconsistent with the express terms of the Plan.
However, such grants will be identified as "nonqualified stock
options" and are generally treated differently for tax purposes
than incentive stock options. Participation in the Plan is
limited to selected eligible officers and key employees of the
Company. In the past, substantially all the Company's employees
have been designated as key employees and received options under
the Plan. All of the Company's 43 employees are eligible for
participation in the Plan.
A total of 400,000 shares of Common Stock have been reserved
for issuance under the Plan. The exercise price of an incentive
stock option granted under the Plan must be at least equal to the
fair market value of the Company's Common Stock on the date of
grant, and the maximum term of each option is ten years. As of
October 31, 1995, options to purchase a total of 116,817 shares
had been exercised under the Plan, and the Company had options
outstanding to purchase a total of 182,710 additional shares
issued to 54 employees and three non-employee directors.
The Plan also provided for automatic grants of nonqualified
stock options to non-employee directors of the Company on the
date that each such director is elected or reelected to the Board
of Directors. In March 1994, each of Mr. Huber and Mr. Peterson
were granted options to purchase 1,000 shares of common stock at
$6.00 per share. In May 1994, the Plan was amended to terminate
the annual grants and provide a one-time grant of an option to
purchase 8,000 shares to each of Mr. Huber, Mr. Malmberg and Mr.
Peterson. The option is exercisable at a price of $5.25 per
share which vests 25% per year beginning one year from the date
of grant and expires five years from the date of grant.
Page 6
ANNUAL REPORT
An Annual Report of the Company setting forth the Company's
activities and containing financial statements of the Company for
the fiscal year ended October 31, 1995 accompanies this Notice of
Annual Meeting and proxy solicitation material.
The accounting firm of Price Waterhouse LLP served as
independent public accountants for the Company for a number of
years, including the year ended October 31, 1995. The Company
has selected Price Waterhouse LLP to serve as independent public
accountants for the Company for the fiscal year ended October 31,
1996. The Company expects that a representative from Price
Waterhouse LLP will attend the Annual Meeting and be available to
respond to appropriate shareholder questions.
SHAREHOLDER PROPOSALS
If a shareholder desires to present a proposal to be voted
on at the next meeting of shareholders of PPT Vision, Inc., such
proposal, in order to be included in the proxy statement, must be
received at the Company's offices at 10321 West 70th Street, Eden
Prairie, Minnesota, 55344, by October 1, 1996.
SOLICITATION
The cost of soliciting proxies, including the cost of
preparing, assembling, and mailing the proxies and soliciting
material, as well as the cost of forwarding the material to the
beneficial owners of stock, will be borne by the Company.
Directors, officers and regular employees of the Company may,
without compensation other than their regular remuneration,
solicit proxies personally or by telephone.
OTHER INFORMATION
Pursuant to Section 16(a) of the Securities Exchange Act of
1934, officers, directors and 10% shareholders of the Company are
required to file reports on SEC Forms 3, 4 and 5 with the
Securities and Exchange Commission regarding their beneficial
holdings and transactions in the Company's Common Stock. During
the one-year period ended October 31, 1995, no officers or
directors were late in reporting any transactions.
Page 7
OTHER BUSINESS
The management of the Company does not know of any other
business to be presented at the Annual Meeting of Shareholders.
If any matter properly comes before the meeting, however, it is
intended that the persons named in the enclosed form of proxy
will vote said proxy in accordance with their best judgment.
ALL PROXIES PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY SHAREHOLDERS. IF NO DIRECTION IS MADE, PROXIES WILL
BE VOTED IN FAVOR OF THE DIRECTORS.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Larry G. Paulson
-------------------
Larry G. Paulson
Secretary
Page 8
PPT VISION, INC.
PROXY
Solicited on Behalf of the Board of Directors
for the Annual Meeting of Shareholders to be
Held on March 6, 1996
The undersigned hereby constitutes and appoints Joseph C.
Christenson and Thomas R. Northenscold, and each of them, with
power of substitution, as attorneys and proxies to appear and
vote all of the shares standing in the name of the undersigned at
the Annual Meeting of Shareholders of PPT Vision, Inc., to be
held on March 6, 1996 at 3:00 p.m. local time, in Minneapolis,
Minnesota and at any adjournment or adjournments thereof:
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) [ ] nominees
listed below [ ]
(INSTRUCTION: To withhold authority to vote for an individual nominee
draw a line through the nominee's name below).
Joseph C. Christenson Larry G. Paulson
Bruce C. Huber P. R. Peterson
David Malmberg
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSAL 1
IN ACCORDANCE WITH THE SPECIFICATIONS MADE AND IN FAVOR OF THE
DIRECTORS NOMINATED BY MANAGEMENT IF THERE IS NO SPECIFICATION.
DATE:_______________, 1996 _________________________________
Signature
_________________________________
Signature if held jointly
[ ] I plan to attend the meeting.
PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED WITHIN THE UNITED STATES.
