SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
X Filed by the registrant
Filed by a party other than the registrant
Check the appropriate box:
Preliminary proxy statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a
-6 (e)(2))
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)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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 transactions 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:
(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:
PPT VISION, INC.
10321 West 70th Street
Eden Prairie, MN 55344
(612) 996-9500
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 12, 1998
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 12, 1998, 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; and
2. 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, 1997.
The Board of Directors has fixed the close of business on January 23, 1998,
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/Thomas G. Lovett IV
----------------------
Thomas G. Lovett IV
Secretary
Eden Prairie, Minnesota
Dated: February 5, 1998
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 12, 1998
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 12, 1998 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 5, 1998.
The total number of shares outstanding and entitled to vote at the meeting
as of January 23, 1998 consisted of 5,389,905 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 23, 1998 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 5, 1998 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 -----------------------
of Beneficial Owner Shares Percentage
- ---------------------- --------- ----------
P. R. Peterson (2) 937,507 17.4%
ESI Investment Co. (2)
6111 Blue Circle Drive
Minnetonka, MN 55343
Dimensional Fund Advisors, Inc. 393,500 (3) 7.3%
1229 Ocean Avenue
Santa Monica, CA 90401-1038
Bruce C. Huber 134,244 2.5%
Larry G. Paulson 93,406 1.7%
Joseph C. Christenson 70,577 1.3%
Arye Malek 31,582 *
David Malmberg 16,200 *
All Executive Officers and Directors 1,295,066 23.7%
as a Group (7 pers
* 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 Stock
Option Plans which are or will become exercisable within 60 days of January
5, 1998 in the following amounts: Mr. Peterson, 12,975 shares; Mr. Huber,
11,250 shares; Mr. Paulson, 7,875 shares; Mr. Christenson, 15,750 shares;
Mr. Malek, 5,625 shares; Mr. Malmberg, 9,750 shares all executive officers
and directors as a group, 73,125 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.
(3) Based on a Schedule 13F dated January 27, 1998, reporting shares held as of
December 31, 1997.
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 , 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, 39, 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, 46, was a co-founder of the Company and has been Vice
President of Research and Development, 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, 50, 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, 54, 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, most recently serving as President
from 1978 through 1993 and serving as Vice Chairman from January 1993 through
January 1994. Mr. Malmberg is a director of National City Bank Corporation in
Minneapolis, Minnesota and serves as a director of Three Five Systems, Inc. and
Fieldworks, Inc. Mr. Malmberg has been as a director of the Company since May
1994.
P. R. PETERSON, 63, is the Secretary and a director of Electro-Sensors,
Inc., a manufacturer of machine control systems. Mr. Peterson is also President
of P. R. Peterson Co., Inc., a venture capital firm where he has served for over
five 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 Compensation Committee of which Mr. Huber, Mr. Malmberg and Mr.
Peterson are members and a Stock Option Committee of which Mr. Malmberg and Mr.
Peterson are members. In addition, the Board has an Audit Committee consisting
of Mr. Huber, Mr. Malmberg and Mr. Peterson.
During the fiscal year ended October 31, 1997, 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,
1997, 1996 and 1995, 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 1997 (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
and fiscal 1997, the only years in which he served as an executive officer) in
all capacities in which they served.
Summary Compensation Table
Annual Long Term
Compensation Compensation
------------------ ------------
Name and Principal Fiscal Options All Other
Position Year Salary Bonus (# of Shares) Compensation(1)
- --------------------- ----- ------- ------- ----------- ----------------
Joseph C. Christenson 1997 $120,000 ------ 65,000 $1,000
President and Chief 1996 108,675 $20,000 15,000 1,000
Executive Officer 1995 93,922 4,696 None 750
Arye Malek 1997 105,000 ------ 23,500 1,000
Vice President of 1996 104,520(2) 2,625 3,500 1,000
Marketing
___________________
(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, 1997.
<TABLE>
Option Grants in Fiscal Year 1997
Individual Grants Potential Realizable Value
------------------------------------------ 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 65,000(2) 17.9% $6.875 5/5/04 $182,055 $424,266
Arye Malek 23,500(2) 6.4% $6.875 5/5/04 $65,820 $153,389
____________________
</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) Of the options listed above, 15,000 of Mr. Christenson's options and 3500
of Mr. Malek's options become exercisable in equal installments over a
period of three years, commencing one year after the date of grant. The
remaining options become exercisable in equal installments over a period of
four 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, 1997, and unexercised options held as
of the end of that fiscal year:
<TABLE>
Aggregated Option Exercises in Fiscal 1997
and Options Values at October 31, 1997
Number of Unexercised Value of Unexercised(1)
Options at In-the-Money Options at
October 31, 1997 October 31, 1997
-------------------------- --------------------------
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph C. Christenson -0- ------ 15,750 65,000 $88,945 $109,525
Arye Malek -0- ------ 5,625 23,500 $31,713 $39,598
____________________________
</TABLE>
(1) Value of unexercised options equals fair market value of the shares
underlying options at October 31, 1997, 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 able annually, contains
a one-year non-compete provision and is terminable by the Company or the officer
on 60-days' notice.
Report on Option Repricing
Over its history, the Company has believed that the granting of stock
options to employees has provided a significant incentive to the Company's
employees to align their interest with those of the Company's shareholders.
Substantially all the Company's employees have received options in the past.
The Company's policy has been to grant options to each employee on his or her
starting date, and grant additional options periodically, particularly in
connection with offerings of the Company's securities. At October 31, 1996, the
Company had outstanding options to purchase 307,760 shares, which was equal to
approximately 5.7% of the Company's outstanding common stock on that date. In
May 1997, when the fair market value of the Company's common stock was $6.875,
the Company's Stock Option Committee ("Committee") reviewed the Company's
outstanding options and determined that the Company had outstanding options to
purchase 122,150 shares at prices significantly above market. This resulted in
large part from a decline in the market price of securities of issuers similar
to the Company during the latter half of calendar 1996.
The Committee believed that because of the significant decrease in the
price of the Company's stock, it was unlikely that these options would provide
significant incentive for employees, particularly in the short term.
Accordingly, on May 5, 1997, the Company canceled 122,150 options and reissued
the same number of options at an exercise price of $6.875 per share. This
cancellation and reissuance was the equivalent of a repricing of the 122,150
options. The Committee believed that it was the best interest of the Company to
cancel these options and to issue new stock options because the granting of new
stock options would provide an additional incentive for employees and result in
increased shareholder value. Of the options that were repriced, 15,000 were
held by Joseph C. Christenson and 3,500 were held by Arye Malek.
The table below provides information with respect to such repricing as well
as the only other incident of repricing in the past ten fiscal years. Ten-Year
Option Repricings
<TABLE>
Name Date Securities Market price Exercise New Length of
underlying of stock at price at exercise original
number of time of time of price option term
options repricing repricing remaining at date
repriced or or amendment or amendment of repricing
amended (#) or amendment
- --------------------- ------- ----------- ------------ ------------ ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph C. Christenson 5/5/97 15,000 $6.875 $12.00 $6.875 Six years,
one month
Joseph C. Christenson 1/02/90 18,750 0.660 2.00 0.660 Two years,
eleven months
Arye Malek 5/5/97 3,500 6.875 12.00 6.875 Six years,
one month
</TABLE>
David Malmberg P. R. Peterson
BY THE STOCK OPTION COMMITTEE OF THE BOARD OF DIRECTORS
Report on Executive Compensation
Except for decisions with respect to the granting of stock options,
decisions on compensation of the Company's executives are made by the
Compensation Committee ("Compensation Committee") of the 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 Compensation Committee also refers to
such surveys for executive compensation purposes. The Board has not used
outside consultants to prepare specific studies but the Compensation Committee
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 Compensation Committee 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
Compensation 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 Compensation Committee annually determines whether to pay
bonuses and approves executive bonuses based upon the achievement of earnings
and development objectives the Compensation Committee believes are critical to
the Company's long-term progress. Bonuses are payable to executive officers,
managers and key employees based upon the recommendation of the Chief Executive
Officer. The Compensation Committee approves the Chief Executive Officer's
share of the bonus pool. No bonuses were paid with respect to fiscal 1997
results.
Stock Options. The Company's current stock option plans include executive
officers, 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 grant s to employees based on
merit. Options outstanding under current plans fully vest in a period from one
and a half to four years and expire in five to seven years.
Retirement. The Company sponsors a 401(k) plan for its employees,
including executive officers, under which the Company partially matches employee
contributions at a proportion set by the Company. The Compensation Committee
approves the corporate matching formula for all employees.
Chief Executive Compensation. Mr. Christenson's compensation for the
fiscal years 1995 through 1997 is shown in the summary compensation table above.
The Compensation Committee believes that Mr. Christenson has managed the Company
extremely well and that his compensation is consistent with this evaluation.
Bruce C. Huber David Malmberg P. R. Peterson
BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
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,
1992, on the Nasdaq Stock Market Index and the Nasdaq Non-Financial Stocks
Index, assuming the reinvestment of all dividends:
[GRAPH]
FISCAL YEAR ENDING
------------------
10/31/92 10/31/93 10/31/94 10/31/95 10/31/96 10/31/97
--------- --------- --------- --------- --------- ---------
PPT Vision, Inc. $100 $118.94 $70.29 $259.49 $271.65 $277.73
Nasdaq Stock Market 100 128.85 129.55 174.49 205.95 271.02
(U.S. Companies)
Index
Nasdaq Non-Financial 100 129.04 128.05 171.65 198.80 255.46
Stocks Index
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, 1997. The
Company has selected Price Waterhouse to serve as the Company `s independent
auditors for the year ended October 31, 1998. 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.
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, 1997 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 4, 1998.
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 owner s of stock, will be home 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, 1997
all Section 16(a) filing requirements applicable to its insiders were complied
with, except that Mr. Christenson failed to report one transaction in a timely
manner.
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/Thomas G. Lovett IV
-----------------------
Thomas G. Lovett IV
Secretary
PPT VISION, INC.
PROXY
Solicited on Behalf of the Board of Directors
for the Annual Meeting of Shareholders to be
Held on March 12, 1998
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 12, 1998 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
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE AND IN FAVOR OF THE DIRECTORS NOMINATED BY MANAGEMENT IF
THERE IS NO SPECIFICATION.
DATE:________________, 1998 _________________________________
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.
