PPT VISION, INC.
10321 West 70th Street
Eden Prairie, MN 55344
(612) 996-9500
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 5, 1997
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 5, 1997, 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 or until their successors are elected.
2. To ratify and approve amendments to the PPT Vision, Inc. 1988
Stock Option Plan.
3. To ratify and approve the PPT Vision, Inc. 1997 Stock Option Plan.
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
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, 1996.
The Board of Directors has fixed the close of business on January 17,
1997, 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
Eden Prairie, Minnesota
Dated: January 30, 1997.
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND
VOTE IN PERSON IF THEY SO DESIRE. THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY.
PPT VISION, INC.
10321 West 70th Street
Eden Prairie, MN 55344
(612) 996-9500
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 5, 1997
GENERAL MATTERS
This Proxy Statement is furnished to the shareholders of PPT Vision,
Inc. (the "Company") in connection with the solicitation of proxies by the Board
of Directors of the Company to be voted at the Annual Meeting of Shareholders to
be held on March 5, 1997 or any adjournment or adjournments thereof. The cost
of this solicitation will be borne by the Company.
Any proxy may be revoked at any time before it is voted by receipt of a
proxy properly signed and dated subsequent to an earlier proxy, or by revocation
of a written proxy by request in person at the Annual Meeting; if not so
revoked, the shares represented by such proxy will be voted. The Company's
principal offices are located at 10321 West 70th Street, Eden Prairie, Minnesota
55344, and its telephone number is (612) 996-9500. The mailing of this proxy
statement to shareholders of the Company commenced on or about February 3, 1997.
The total number of shares outstanding and entitled to vote at the
meeting as of January 17, 1997 consisted of 5,361,582 shares of common stock,
$0.10 par value. Each share of common stock is entitled to one vote. There is
no cumulative voting for directors. Only shareholders of record at the close of
business on January 17, 1997 will be entitled to vote at the meeting. The
presence in person or by proxy of the holders of a majority of the shares
entitled to vote at the Annual Meeting of Shareholders constitutes a quorum for
the transaction of business.
Under Minnesota law, each item of business properly presented at a
meeting of shareholders generally must be approved by the affirmative vote of
the holders of a majority of the voting power of the shares present, in person
or by proxy, and entitled to vote on that item of business. If the shares
present and entitled to vote on that item of business would not constitute a
quorum for the transaction of business at the meeting, however, then the item
must be approved by a majority of the voting power of the minimum number of
shares that would constitute such a quorum. Votes cast by proxy or in person at
the Annual Meeting of Shareholders will determine whether or not a quorum is
present. Abstentions will be treated as shares that are present and entitled to
vote for purposes of determining the presence of a quorum, but as unvoted for
purposes of determining the approval of the matter submitted to the shareholders
for a vote. If a broker indicates on the proxy that it does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to that matter.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth information as of January 17, 1997
concerning the beneficial ownership of the Common Stock of the Company by (i)
the only shareholders known by the Company to own more than five percent of the
Common Stock of the Company, (ii) each director of the Company, (iii) each Named
Executive Officer listed in the Summary Compensation Table, and (iv) all
executive officers and directors of the Company as a group.
Number and Percentage of Shares
Beneficially Owned (1)
Name and Address Shares Percentage
of Beneficial Owner
- - ------------------- ------ ----------
P. R. Peterson (2) 934,757 17.4%
ESI Investment Co. (2)
6111 Blue Circle Drive
Minnetonka, MN 55343
The Kaufman Fund, Inc. 600,000 11.2%
140 E. 45th, 43rd Floor
New York, NY 10017
Bruce C. Huber 118,444 2.2%
Larry G. Paulson 92,995 1.7%
Joseph C. Christenson 47,250 *
Arye Malek 31,337 *
David Malmberg 12,450 *
All Officers and Directors 1,843,533 33.9%
as a Group (7 persons)
* 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 which are or will become exercisable within 60 days of January 17, 1997 in
the following amounts: Mr. Peterson, 15,225 shares; Mr. Huber, 15,450 shares;
Mr. Malmberg, 6,000 shares; Mr. Paulson, 7,875 shares; Mr. Christenson, 15,750
shares; Mr. Malek, 5,625 shares; Mr. Northenscold, 6,150 shares; all executive
officers and directors as a group, 57,278 shares.
(2) ESI Investment Co. is the record owner of 549,084 shares of Common
Stock. Mr. Peterson is a controlling shareholder of the parent company of ESI.
Mr. Peterson also owns 161,148 shares of Common Stock individually and controls
116,750 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 92,550
shares of Common Stock in its investment account.
ELECTION OF DIRECTORS
(Proposal #1)
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, 38, has been President of the Company since
January 1989 and a director since December 1987. Prior to being elected
President of the Company, he had been its Chief Operating Officer and Chief
Financial Officer from December 1987 to December 1988, General Manager and Chief
Financial Officer from August 1986 to November 1987, and financial analyst and
marketing manager since joining the Company in May 1985. Mr. Christenson has a
Masters in Business Administration from the University of Michigan and a
Bachelor of Arts degree from St. Olaf College.
LARRY G. PAULSON, 45, was a co-founder of the Company and 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, 49, is a Managing Director and the Director of Equity
Capital Markets at Piper Jaffray Inc., a full service investment bank based in
Minneapolis, Minnesota. Mr. Huber has been a director of the Company since
September 1985. Mr. Huber is also a director of Computer Petroleum Corporation.
DAVID MALMBERG, 50, has been the President of David C. Malmberg, Inc.,
a consulting and investment management firm, since May 1994. Prior to that
time, he served in various capacities with National Computer Systems, Inc., a
global data collection services and systems company, including Vice Chairman and
President. Mr. Malmberg is Chairman of the Board of National City Bank
Corporation in Minneapolis, Minnesota and serves as a director of Three Five
Systems, Inc. Mr. Malmberg began serving as a director of the Company in May
1994.
P. R. PETERSON, 62, is the Secretary and a director of Electro-Sensors,
Inc., a 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 served as a director from the
Company's inception in 1982 to 1985. He was again elected a director of the
Company in December 1988 and continues to serve in that capacity.
MANAGEMENT RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE.
________________
Other Information Regarding the Board of Directors
Directors receive $1,250 per quarter for services as members of the
Board. The Board has a Stock Option Committee of which Mr. Malmberg and Mr.
Peterson are members. In addition, the Board as a whole acts as an Audit
Committee and met once in fiscal 1996 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, 1996, the Company's Board of
Directors held four meetings. All directors attended all meetings that occurred
when they were directors. In addition, the Company's directors took a number of
different actions by written action during the fiscal year.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Other Compensation
The following table sets forth, for the fiscal years ending October 31,
1996, 1995 and 1994, the cash compensation paid by the Company, as well as
certain other compensation paid or earned for those years by Joseph C.
Christenson, the Company's President and Chief Executive Officer, and Arye
Malek, the Company's Vice President of Marketing and the only other executive
officer whose compensation exceeded $100,000 in fiscal 1996 (the "Named
Executive Officers"), for services rendered to the Company in all capacities
during the past three fiscal years (or in the case of Mr. Malek for fiscal 1996,
the only year in which he served as an executive officer) in all capacities in
which they served.
<TABLE>
Summary Compensation Table
Long Term
Compensation
Annual Options
Compensation (Number of Shares)
-----------------------------
Fiscal All Other
Name and Principal Position Year Salary Bonus Stock Options Compensation
- - --------------------------- ---- ------ ----- ------------- ------------
<S> <C> <C> <C> <C> <C>
Joseph C. Christenson 1996 $108,675 $20,000 15,000 $1,000
President and Chief 1995 93,922 4,696 None 750
Executive Officer 1994 90,600 None 5,000 750
Arye Malek 1996 104,520(2) 2,625 3,500 1,000
Vice President of Marketing
___________________
</TABLE>
(1) All other compensation consists of Company matching 401(K) contributions.
(2) Includes commissions earned.
Stock Options
The following table sets forth information concerning grants of stock
options under the Company's Stock Option Plan to the Named Executive Officers
during fiscal year ending October 31, 1996.
<TABLE>
Option/SAR Grants in Fiscal Year 1996
Potential Realizable Value
Individual Grants at Assumed Annual Rates of
% of Total Stock Price Appreciation
Options Options Exercise Expiration for Option Term(1)
Name and Principal Position Granted Granted Price Date 5% 10%
- - --------------------------- ------- ------- ------ -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Joseph C. Christenson 15,000(2) 12.18% $12.00 6/18/03 $73,278 $170,769
Arye Malek 3,500(2) 2.84% $12.00 6/18/03 $17,098 $ 39,846
____________________
</TABLE>
(1) Potential realizable values shown above represent the potential gains based
upon annual compound price appreciation of 5% and 10% from the date of
grant through the full option term. The actual value realized, if any, on stock
option exercises will be dependent on overall market conditions and the future
performance of the Company and its common stock. There is no assurance that the
actual value realized will approximate the amounts reflected in this table.
(2) Each option becomes exercisable in equal installments over a period of
three years, commencing one year after the date of grant.
Option Exercises and Holdings
The following table sets forth, with respect to the Company's Named
Executive Officers, certain information concerning stock options exercised
during the fiscal year ended October 31, 1996, and unexercised options held as
of the end of that fiscal year:
<TABLE>
Aggregated Option Exercises in Fiscal 1996
and Options Values at October 31, 1996
Number of Unexercised Value of Unexercised(2)
Options at In-the-Money Options at
October 31, 1996 October 31, 1996
Shares Acquired Value(1)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - --------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph C. Christenson 17,077 $153,693 15,750 15,000 $86,034 ----
Arye Malek ---- ---- 5,625 3,500 $30,673 ----
</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 option
shares exercised.
(2)Value of unexercised options equals fair market value of the shares
underlying options at October 31, 1996, less the exercise price, times the
number of options outstanding.
Employment Agreements
The Company has entered into written employment agreements with Messrs.
Christenson, Paulson and Malek. 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.
Report on Executive Compensation
Decisions on compensation of the Company's executives are made by the
entire Board of Directors. The following report shall not be deemed
incorporated by reference into any filing under the Securities Exchange Act of
1933 or the Securities Exchange Act of 1934.
The Company uses various national and local compensation surveys to develop
its compensation strategy and plans. The Board also refers to such surveys for
executive compensation purposes. The Board has not used outside consultants to
prepare specific studies but the Board would be free to do so in the exercise of
its independent judgment.
There are four components to the Company's executive compensation program:
(1) base salary; (2) bonus; (3) stock option; and (4) retirement. The
compensation philosophy of the Company is to be competitive with comparable and
directly competitive companies to attract and motivate highly qualified
employees. To this end, the Board has adjusted the mix of the compensation
components from year to year according to the Company's performance.
Base Salary. Executive base salary is adjusted annually based on the prior
fiscal year's financial results and performance on developmental objectives the
Committee believes are critical to the Company's long-term progress. These
objectives include, but are not limited to, progress on the Company's current
Business Plan's objectives and staff development.
Bonus. The Board annually approves executive bonuses based upon the
achievement of predetermined earnings and development objectives the Board
believes are critical to the Company's long-term progress. Bonuses are payable
to deserving executives, managers and key employees based upon the
recommendation of the Chief Executive Officer. The full Board approves the
Chief Executive Officer's share of the bonus pool.
Stock Options. The Company's current stock option plans include
executives, managers and key employees. In the past, substantially all of the
Company's employees have been designated as key employees. Stock options are
granted to new employees on their hiring date on the recommendation of Company
officers to the Stock Option Committee. In addition, Company officers
periodically recommend to the Stock Option Committee, for its approval at
regular Board of Directors' meetings, stock option grants to employees based on
merit. Options outstanding under current plans fully vest in 1-1/2 to 4 years
and expire in 5 to 7 years.
Retirement. The Company sponsors a 401(k) Plan for employees, including
executives, under which the Company partially matches employee contributions set
by the Company. The Board approves the corporate matching formula for all
employees.
Chief Executive Compensation. Mr. Christenson's compensation for the
period 1994 -- 1996 is shown in the summary compensation table above. The Board
of Directors believes that Mr.Christenson has managed the Company extremely well
and that his compensation is consistent with this evaluation.
________________
PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY'S
1988 STOCK OPTION PLAN
(Proposal #2)
Introduction
The Company's 1988 Option Plan (the "1988 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 1988
Plan is currently administered by the Company's Stock Option Committee.
Officers, directors and key employees of the Company are eligible to receive
options granted under the 1988 Plan. The Board or a "Stock Option 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 1988
Plan and applicable provisions of the code. Options granted under the 1988 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 1988 Plan. In addition, the Board of Stock Option
Committee may from time to time grant options on terms and conditions
inconsistent with the express terms of the 1988 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
1988 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 1988 Plan. All of
the Company's 74 employees are eligible for participation in the 1988 Plan.
A total of 600,000 shares of Common Stock have been reserved for issuance
under the 1988 Plan. The exercise price of an incentive stock option granted
under the 1988 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, 1996, options to purchase a total of 271,245
shares had been exercised under the 1988 Plan, and the Company had options
outstanding to purchase a total of 307,760 additional shares issued to 72
employees and three non-employee directors.
In June 1996, each of Mr. Huber, Mr. Peterson and Mr. Malmberg were granted
options to purchase 1,500 shares of common stock at $12.00 per share.
Amendments to the 1988 Plan
New Administration Requirements. The 1988 Plan has been amended to revise
the definition of "Non-Employee Director" to comply with the new SEC rules and
to add a new definition of an "Outside Director." The 1988 Plan has also been
revised to provide for administration by the Board of Directors or a committee
or subcommittee consisting of at least two Non-Employee Directors who are also
Outside Directors.
Discretionary Grants Permitted to Directors Who Are Not Employees. The
1988 Plan has been revised to delete restrictions on discretionary grants to
such non-employee directors. In addition, the 1988 Plan has been revised to
require discretionary grants to such directors be made by the Board instead of
the committee if the recipient of such discretionary grant is a member of the
committee. The 1988 Plan has also been amended to clarify that the June 18,
1996 stock option grants to directors were subject to shareholder approval.
Section 162(m) Compliance. The 1988 Plan has been amended to limit the
aggregate number of shares that may be granted to any one person in a fiscal
year. This new provision is required to ensure the continued compliance of the
1988 Plan under Section 162(m) of the Internal Revenue Code.
Six-Month Holding Period. To comply with the new SEC rules, a grant to a
director, officer or a 10% shareholder under the 1988 Plan must be approved by
the committee, Board or shareholders or the acquired shares must be held by the
recipient for six months. The 1988 Plan has been revised to comply with the
six-month holding period requirement.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" APPROVAL OF THE AMENDMENTS TO THE 1988 STOCK OPTION PLAN.
________________
PROPOSAL TO APPROVE THE COMPANY'S 1997 STOCK OPTION PLAN
(Proposal #3)
Introduction
On December 19, 1996 the Company's Board of Directors adopted the PPT
Vision, Inc. 1997 Stock Option Plan (the "1997 Plan"), subject to ratification
and approval of the 1997 Plan by the Company's shareholders. The purpose of the
1997 Plan is to provide a continuing, long-term incentive to selected eligible
officers and key employees of the Company and of any subsidiary corporation of
the Company, to provide a means of rewarding outstanding performance and to
enable the Company to maintain a competitive position to attract and retain key
personnel necessary for continued growth and profitability.
Summary of the Plan
Number of Shares. The maximum number of shares of common stock reserved
and available under the 1997 Plan for awards is 500,000 shares (subject to
adjustment in the event of possible future stock splits or similar changes in
the common stock). Shares of common stock covered by expired or terminated
stock options may be used for subsequent awards under the 1997 Plan.
Eligibility and Administration. Officers and regular full-time executive,
administrative, professional, production and technical employees of the Company
and its subsidiaries and non-employee directors are eligible to be granted stock
options under the 1997 Plan. Approximately 76 officers and other key employees
and three non-employee directors are currently eligible to participate in the
1997 Plan. The 1997 Plan is administered by the Board of Directors or by a
Committee appointed by the Board, consisting of at least two directors, all of
whom are "Outside Directors" and "Non-Employee Directors" as defined in the 1997
Plan. The Committee has the power to determine when and to whom options will be
granted, the term of each option, the number of shares covered by it and other
terms and conditions of each option, construe and interpret the 1997 Plan, and
establish and amend any rules and regulations it deems necessary or desirable
for the proper administration of the 1997 Plan.
Stock Options. The Committee may grant stock options that qualify as
"incentive stock options" under the Internal Revenue Code or as "non-qualified
stock options" in such form and upon such terms as the Committee may approve
from time to time. Stock options granted under the 1997 Plan may be exercised
during their respective terms as determined by the Committee. There is no
express limitation on the duration of the 1997 Plan, except for the requirement
of the Internal Revenue Code of 1986, as amended, that all incentive stock
options must be granted within ten years from the date the Plan is approved by
the shareholders.
The 1997 Plan provides for the annual, automatic grant to non-employee
directors of an option to purchase shares of the Company's common stock.
Specifically, such options are granted to each person who (i) is not an employee
of the Company, any subsidiary or parent corporation and (ii) is elected or re-
elected as a director of the Board by the shareholders at any annual or special
meeting. Each such person shall, as of the date of such election or re-
election, automatically receive a non-qualified option to purchase 1,500 shares
of common stock at an option price per share equal to the fair market value of
the Company's common stock on such date. The term of such options shall be five
years after the date of grant. The options shall become exercisable as to all
or any part of the shares subject to the options beginning six months after the
date granted. All provisions of the 1997 Plan not inconsistent with the
foregoing shall apply to the options granted non-employee directors.
Registration with the SEC
The Company intends to file a Registration Statement covering the 1997 Plan
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended.
Vote Required
Shareholder approval of the 1997 Plan requires the affirmative vote of the
holders of a majority of the shares of common stock represented at the meeting
and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE 1997 STOCK OPTION PLAN
_______________
Performance Graph
The Securities and Exchange Commission requires that the Company include in
this Proxy Statement a line graph presentation comparing cumulative, five-year
stockholder returns on an indexed basis with a broad market index and either a
nationally-recognized industry standard or an index of peer companies selected
by the Company. The Company has chosen the use of the NASDAQ Stock Market (U.S.
Companies) Index as its broad market index and the NASDAQ Non-Financial Stocks
Index. The table below compares the cumulative total return as of the end of
each of the Company's last five fiscal years on $100 invested as of October 31,
1991, on the NASDAQ Stock Market Index and the NASDAQ Non-Financial Stocks
Index, assuming the reinvestment of all dividends:
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
<TABLE>
FISCAL YEAR ENDING
-------------------------------------------------
1991 1992 1993 1994 1995 1996
---- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
PPT Vision, Inc. $100 $88.09 $104.77 $61.91 $228.57 $239.29
Nasdaq Stock Market
(U.S. Companies) Index 100 112.76 145.29 146.07 196.73 232.25
Nasdaq Non-Financial
Stocks Index 100 106.38 137.28 136.21 182.59 211.46
</TABLE>
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP has served as independent accountants for the Company
for a number of years, including the fiscal year ended October 31, 1996. Price
Waterhouse LLP has been reaapointed by the Board of Directors as the Company's
independent accountants for the current fiscal year. A representative of Price
Waterhouse LLP is expected to be present at the Annual Meeting of Shareholders,
will have an opportunity to make a statement if he or she desires to do so, and
will be available to respond to appropriate questions.
CERTAIN TRANSACTIONS
On June 19, 1996, the Company completed a public offering of 1,600,000
shares of its Common Stock at a price of $12.00 per share through an
underwriting syndicate for which Alex. Brown & Sons Incorporated and Piper
Jaffray Inc. served as Representatives of the Underwriters. The Company
obtained gross proceeds of $19,200,000 in the offering, and paid aggregate
underwriting discounts and commissions to the Underwriters of $1,344,000..
Bruce C. Huber is a Managing Director and the Director of Equity Capital Markets
at Piper Jaffray Inc.
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, 1996 accompanies this Notice of Annual Meeting and proxy solicitation
material.
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, 1997.
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.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. These
insiders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file, including
Forms 3, 4 and 5.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended October 31, 1996 all Section
16(a) filing requirements applicable to its insiders were complied with, except
as follows. Mr. Christenson and Mr. Northenscold each inadvertently failed to
make a timely filing of a change of beneficial ownership of securities under
Section 16(a) with respect to his ownership of securities of the Company.
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
PPT VISION, INC.
PROXY
Solicited on Behalf of the Board of Directors
for the Annual Meeting of Shareholders to be
Held on March 5, 1997
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 5, 1997 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 contrary below) to vote for all nominees
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the FOR box and strike a line through the nominee's name in the list below).
Joseph C. Christenson Larry G. Paulson Bruce C. Huber P. R. Peterson
David Malmberg
2. PROPOSAL TO RATIFY AND APPROVE AMENDMENTS TO THE PPT VISION, INC. 1988
STOCK OPTION PLAN.
__ FOR __ AGAINST __ ABSTAIN
3. PROPOSAL TO RATIFY AND APPROVE THE PPT VISION, INC. 1997 STOCK OPTION PLAN.
__ FOR __ AGAINST __ ABSTAIN
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:_______________, 1997 _________________________________
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.
