<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
VITRONICS CORPORATION
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
VITRONICS CORPORATION
-----------------------------------------------------
(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) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] 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:
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<PAGE>
VITRONICS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 1996
TO THE STOCKHOLDERS OF VITRONICS CORPORATION:
The Annual Meeting of Stockholders of Vitronics Corporation (the "Company")
will be held on Thursday, May 2, 1996 at 10:00 a.m., local time, at the
Company's headquarters, 1 Forbes Road, Newmarket, New Hampshire, to consider
and act upon the following matters:
1. To elect two Class C directors to the Board of Directors to serve
until the 1999 annual meeting of stockholders and thereafter until their
successors are duly elected and qualified.
2. To ratify the appointment by the Board of Directors of Coopers &
Lybrand L.L.P. as the Company's independent auditors for the 1996 fiscal
year.
3. To transact such other business as may properly be presented to the
meeting or any adjournment thereof.
A copy of the Annual Report to Stockholders for the fiscal year ended
December 31, 1995 has been mailed to the Stockholders prior to or
simultaneously with the mailing of this proxy material.
The Board of Directors has fixed March 22, 1996 as the record date for
determining the Stockholders entitled to notice of and to vote at the Annual
Meeting.
YOUR VOTE IS IMPORTANT TO THE COMPANY. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE COMPLETE AND DATE YOUR ENCLOSED PROXY AND PROMPTLY RETURN IT
IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. IF
YOU ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOUR PROXY WILL NOT BE
USED.
By Order of the Board of Directors,
Lorraine D. Giordano
Clerk
Newmarket, New Hampshire
March 29, 1996
<PAGE>
VITRONICS CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS--MAY 2, 1996
This Proxy Statement and the accompanying form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
Vitronics Corporation, a Massachusetts corporation (the "Company"), for use at
the 1996 annual meeting of the stockholders of the Company to be held May 2,
1996, at the time and place and for the purposes set for in the accompanying
notice (the "Meeting"). This Proxy Statement and form of proxy are being
mailed to stockholders on or about March 29, 1996.
Unless otherwise directed by individual stockholders, all proxies properly
executed and duly returned by a stockholder of the Company will be voted for
the nominee named herein for election to the Board of Directors, and to ratify
the Board of Directors' appointment of independent auditors. In addition, all
proxies will be voted in accordance with the judgment of the proxy holders
with respect to any other matter that may properly come before the Meeting.
The enclosed proxy, even though executed and returned, may be revoked at any
time prior to the voting of the proxy by delivering notice of such revocation
or a duly executed proxy bearing a later date to the Clerk of the Company or
by attending the Meeting and voting in person. Shares represented by proxy
will be voted at the Meeting.
Holders of record of the shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), outstanding as of the close of business
on March 22, 1996 are entitled to notice of and to vote at the Meeting or any
adjournment thereof. Holders of Common Stock are entitled to one vote for each
share held on matters properly presented at the Meeting.
The holders of a majority of the shares of the Common Stock entitled to
vote, present in person or by proxy, will constitute a quorum for the
transaction of business at the meeting, but if a quorum should not be present,
the Meeting may be adjourned from time to time until a quorum is obtained. A
simple majority of the shares present and voting, in person or by proxy, may
elect the Class C director nominees, and ratify the Board's appointment of
independent auditors. Abstentions are treated as present and entitled to vote
and therefore have the effect of a vote against a matter. A broker non-vote on
a matter is considered not entitled to vote on the matter and thus is not
counted in determining whether a matter requiring approval of a majority of
the shares present and entitled to vote has been approved. As of March 22,
1996, there were 10,311,863 shares of Common Stock outstanding. Each director
and officer of the Company has informed the Company that he intends to vote
for the approval of the proposals set forth in the notice of meeting.
ELECTION OF DIRECTORS
(PROPOSAL 1)
In accordance with Massachusetts Business Corporation Law, the Company has a
classified Board of Directors currently consisting of two Class A Directors
whose terms expire in 1997, two Class B Directors (including one vacancy)
whose terms expire in 1998, and three Class C Directors (including one
vacancy) whose terms expire in 1996.
Two Class C directors will be elected at the Meeting. Allen H. Keough and
James R. Kanely, the current Class C directors, have been nominated for re-
election, each with a term to expire in 1999. No nomination has been made nor
will any be accepted at the Meeting for the vacant Class C directorship. The
Directors are seeking individuals to fill the vacant seat, but have not yet
agreed upon any qualified candidates.
Proxies solicited by the Board of Directors hereby may not be voted for more
than one nominee for each directorship. Should Allen H. Keough or James R.
Kanely become unable or unwilling to accept nomination for
<PAGE>
election, it is intended that the persons acting under the proxies will vote
for the election of such person or persons as the Board of Directors of the
Company may recommend. The Company presently has no reason to believe that Mr.
Keough or Mr. Kanely will refuse or be unable to serve if elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
FOR ELECTION AS CLASS C DIRECTORS.
The names of the nominees for election and each other person who will
continue as a director after the Meeting are shown below. The information
given herein as to personal background and Common Stock ownership data has
been furnished by each director.
<TABLE>
<CAPTION>
POSITION WITH DIRECTOR
NAME AGE THE COMPANY SINCE
- ---- --- ------------- --------
<S> <C> <C> <C>
CLASS A DIRECTORS
James J. Manfield, Jr................. 55 Chairman of the Board, Chief 1981
Executive Officer, Chief Financial
Officer, Treasurer and Director
Ronald W. Lawler...................... 48 President, Chief Operating Officer 1992
and Director
CLASS B DIRECTOR
David R.A. Steadman................... 58 Director 1987
CLASS C DIRECTORS/NOMINEES
Allen H. Keough....................... 66 Director 1989
James R. Kanely....................... 54 Director 1995
</TABLE>
JAMES J. MANFIELD, JR. has served as Chairman of the Board and Chief
Executive Officer of the Company since September 1983, as Treasurer since
October 1990, as Chief Financial Officer since May 1991, and as a Director
since the time of its organization. He also served as President of the Company
from July 1986 to November 1992 and as Chief Financial Officer from July 1986
to May 1987 and from March 1988 to July 1988.
RONALD W. LAWLER has served as President and Chief Operating Officer and as
a Director of the Company since November 1992. From 1989 to 1992, he served as
Vice President and General Manager of the Vacuum Products Business Division of
Varian Associates (a manufacturer of high vacuum components and systems)
located in Lexington, Massachusetts. From April 1987 to April 1989 he was
General Manager of the Tempe Electronics Business division of Varian
Associates located in Tempe, Arizona.
DAVID R.A. STEADMAN has been a Director of the Company since May 1987. Mr.
Steadman has served as President of Atlantic Management Associates Inc. of
Bedford, New Hampshire, a management services firm, since September 1988. Mr.
Steadman served as President and Chief Executive Officer of Integra-A Hotel &
Restaurant Co. of Dallas, Texas, a hotel and restaurant chain, from July 1990
until February 1994. From July 1987 to June 1988, Mr. Steadman served as Chief
Executive Officer and Chairman of the Board of GCA Corporation of Andover,
Massachusetts, a manufacturer of automated capital equipment used in the
production of integrated circuits by semi-conductor device manufacturers. From
1980 to 1987, Mr. Steadman served as a Vice President of Raytheon Company of
Lexington, Massachusetts, a defense electronics manufacturer. From January
1985 to July 1987, Mr. Steadman served as President of Raytheon Ventures, a
venture capital division of Raytheon Company. Mr. Steadman is also a director
of Wahlco Environmental Systems, Inc. (NYSE:WAL), a manufacturer of
environmental conditioning systems, and Kurzweil Applied Intelligence, Inc.
(NASDAQ:KURZ), a provider of speech recognition systems.
ALLEN H. KEOUGH has been a Director of the Company since July 1989. Since
April 1, 1994, Dr. Keough has served as Vice President--Research and
Development of Metallized Products, Inc. From October 1981 to
2
<PAGE>
April 1, 1994, Dr. Keough served as Technical Director of Metallized Products,
Inc. of Winchester, Massachusetts, a manufacturer of electronic device
packaging material.
JAMES KANELY has been a director of the Company since October 1995. Since
June of 1992, Mr. Kanely has served as President and Chief Executive Officer
of Road Atlanta, Ltd., an automobile racetrack. From November of 1993 to
October of 1995, Mr. Kanely served as President and Chief Operating Officer of
The Alpine Group, Inc. (AMEX:AGI), a telephone cable manufacturer, and Mr.
Kanely presently serves as a director of such company. Mr. Kanely also served
as President and Chief Executive Officer of Superior TeleTec, also a telephone
cable manufacturer, from August of 1984 to November of 1993.
There are no family relationships between any of the foregoing persons.
COMMITTEES OF THE BOARD
The Board of Directors (the "Board") has an Audit Committee and a
Compensation Committee. It does not have a standing nominating committee or a
committee performing a similar function. The principal duties of the Audit
Committee are to nominate the firm of independent auditors for appointment by
the Board; to meet with the independent auditors to review and approve the
scope of their audit engagement and the fees related to such work; to meet
with the Company's financial management and independent auditors to review
matters relating to internal accounting controls, the Company's accounting
practices and procedures, and financial condition; and to report to the Board
periodically any conclusions or recommendations the Audit Committee may have
with respect to such matters. The members of the Audit Committee are David
R.A. Steadman and Allen H. Keough, with Mr. Steadman serving as Chairman.
The principal duties of the Compensation Committee are to review all
compensation of the employee-directors and officers of the Company and to
prepare recommendations and periodic reports to the Board concerning such
matters, and to function as the stock option committee of the Company's 1983,
1983-II, the 1987 Stock Option Plans and 1995 Key Employees Stock Option Plan.
The members of the Compensation Committee are James Kanely and David R.A.
Steadman, with Mr. Kanely serving as Chairman.
The Board held six meetings in 1995, the Audit Committee met twice in 1995
and the Compensation Committee held two meetings in 1995. Each Director
attended at least 75% of the aggregate number of meetings of the Board and of
the Board committees on which he served.
COMPENSATION OF DIRECTORS
Each non-employee Director of the Company receives an annual stipend of
$3,000 for serving on the Board plus $500 for each Board meeting attended.
EXECUTIVE OFFICERS OF THE COMPANY
Listed below are the names, ages, and positions with the Company as of March
22, 1996, of the executive officers of the Company. The Company's executive
officers were elected by the Board to serve in their respective capacities
until the first meeting of the Board following the next annual meeting of
stockholders and thereafter until their successors are duly elected and
qualified.
<TABLE>
<CAPTION>
POSITION WITH
NAME AGE THE COMPANY
- ---- --- -------------
<S> <C> <C>
James J. Manfield, Jr............... 55 Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, and
Treasurer
Ronald W. Lawler.................... 48 President and Chief Operating Officer
Albert J. Chanasyk.................. 55 Vice President--Engineering
Daniel J. Sullivan.................. 38 Corporate Controller
</TABLE>
3
<PAGE>
For a description of the business experience of Messrs. Manfield and Lawler,
see Election of Directors above.
Albert J. Chanasyk has served as Vice President--Engineering of the Company
since May 1990. From October 1986 to May 1990, Mr. Chanasyk served as an
Engineering Manager for the Ion Beam Implanter division of Eaton Corp. of
Beverly, Massachusetts. From May 1984 to October 1986, Mr. Chanasyk served as
Director of Engineering and Engineering Manager of Factron, a factory
automation division of Schlumberger, located in Latham, New York.
Daniel J. Sullivan has served as Corporate Controller of the Company since
April 1994. From January 1989 through October 1993 he served as Controller of
Visual Technology, Inc., of Westboro, Massachusetts, a manufacturer of
computer terminals. From May 1987 through January 1989 he served as Assistant
Controller, and from November 1985 through May 1987 he served as Accounting
Manager at Visual Technology.
EXECUTIVE COMPENSATION
The following table summarizes compensation paid or accrued by the Company
to its Chief Executive Officer and its two* other most highly compensated
executive officers for services rendered in all capacities to the Company
during 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION AWARDS
-------------------------- -------------------------------
NAME AND STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($)(A) BONUS OPTIONS (#) COMPENSATION ($)(B)
------------------ ---- ------------- ------- ----------- -------------------
<S> <C> <C> <C> <C> <C>
James J. Manfield, Jr... 1995 $138,951 $70,000 0 $3,052
Chairman and Chief 1994 $132,356 $26,500 50,000 $2,512
Executive Officer 1993 $115,600 $ 0 25,000 $2,279
Ronald W. Lawler........ 1995 $138,628 $70,000 0 $3,095
President and Chief 1994 $132,356 $41,500(c) 50,000 $2,335
Operating Officer 1993 $115,600 $ 0 75,000 $ 0
Albert J. Chanasyk...... 1995 $108,696 $32,500 30,000 $1,995
Vice President-- 1994 $111,385 $ 5,500 10,000 $1,832
Engineering 1993 N/A N/A N/A N/A
</TABLE>
- --------
(a) Includes compensation deferred at the election of the named executive
officer pursuant to a plan established under Section 401(k) of the
Internal Revenue Code (the "401(k) Plan").
(b) Includes $2,495, $2,720 and $375 for Messrs. Manfield, Lawler and
Chanasyk, respectively, representing the Company's 1995 matching
contribution to the 401(k) Plan based upon the amount of compensation
deferred under such plan by each executive officer, and $557, $375 and
$264 for the premiums paid in 1995 by the Company on a group term life
insurance policies on behalf of Messrs. Manfield, Lawler and Chanasyk,
respectively.
(c) Includes $15,000 sales commission.
* No other executive officers earned in excess of $100,000 of salary and bonus
in 1995.
4
<PAGE>
OPTION/SAR GRANTS TABLE. The following table sets forth certain information
regarding options granted during the fiscal year ended December 31, 1995 to
the named executive officers of the Company appearing in the Summary
Compensation Table. No stock appreciation rights were granted during such
year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SECURITIES TOTAL OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#)(A) FISCAL YEAR ($/PER SHARE) DATE
---- -------------- ------------------ ------------- ----------
<S> <C> <C> <C> <C>
James J. Manfield, Jr... 0 N/A N/A N/A
Ronald W. Lawler........ 0 N/A N/A N/A
Albert J. Chanasyk...... 30,000 16.7% $2.375 12/18/2001
</TABLE>
- --------
(a) All options were granted in December 1995, and vest at the rate of 20% per
year over a five year period, beginning in December 1996.
YEAR-END OPTION TABLE. The following table sets forth certain information
regarding stock options held as of December 31, 1995 for the named executive
officers of the Company appearing in the Summary Compensation Table. No stock
options were exercised by any named executive officer during the fiscal year
ended December 31, 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR END
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED,
UNEXERCISED OPTIONS/SARS HELD IN-THE-MONEY
AT FISCAL YEAR END OPTIONS/SARS(A)
----------------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ---------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C>
James J. Manfield, Jr... 79,400 45,600 $149,562 $ 71,625
Ronald W. Lawler........ 213,800 97,200 $426,838 $175,725
Albert J. Chanasyk...... 42,400 45,600 $ 70,810 $ 36,228
</TABLE>
- --------
(a) Value is based upon the last sales price ($2.6875) per share on December
31, 1995 as reported on the American Stock Exchange.
EMPLOYMENT AGREEMENTS
In March 1995, the Company renewed its Employment Agreements with Messrs.
Manfield and Lawler for one-year periods which agreements automatically renew
for additional one year periods unless terminated pursuant to the terms
thereof. Such agreements each provide for a 12 month severance payment to
Messrs. Manfield and Lawler, respectively, at his then current salary, if
terminated by the Company prior to a change in control and a 24 month
severance at his then current salary if (i) terminated by the Company
subsequent to certain changes in control or (ii) if terminated by either
Messrs. Manfield or Lawler, respectively, for certain reasons subsequent to a
change in control. Messrs. Manfield's and Lawler's salary are each set at an
annualized rate of $140,000.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 22, 1996 with
respect to the beneficial ownership of the Company's Common Stock by each
director, the Chief Executive Officer and two other named executive officers*,
all executive officers and directors as a group, and, as of December 31, 1995
each person believed to be a beneficial owner of 5% or more of the Common
Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS** AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER(A) BENEFICIAL OWNERSHIP OF CLASS (B)
---------------------- -------------------- ------------
<S> <C> <C>
James J. Manfield, Jr....................... 501,744(c) 4.83%
David R. A. Steadman........................ 71,500(d) ***
Allen H. Keough............................. 25,800(e) ***
Ronald W. Lawler............................ 227,800(f) 2.16%
Albert J. Chanasyk.......................... 42,400(g) ***
James Kanely................................ 4,000(h) ***
All executive Officers and Directors as a
Group (6 persons).......................... 873,244(i) 8.15%
</TABLE>
- --------
* No other executive officers earned in excess of $100,000 of salary and bonus
in 1995.
** Furnished for 5% or more beneficial owners.
*** Denotes less than 1% of class.
(a) Unless otherwise indicated in the following notes, ownership is both
beneficial and of record. All information with respect to beneficial
ownership has been furnished by the respective directors, officers and 5%
owners.
(b) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days pursuant to the exercise of options, warrants or conversion
privileges are deemed to be outstanding for the purpose of computing the
percentage of ownership of such individual or group, but are not deemed
outstanding for the purpose of computing the percentage of ownership of
any other person shown in the table.
(c) Includes 79,400 shares which may be acquired upon the exercise of stock
options which are presently exercisable or will become exercisable within
60 days of March 29, 1996.
(d) Includes 40,500 shares which may be acquired upon the exercise of stock
options which are presently exercisable or will become exercisable within
60 days of March 29, 1996.
(e) Includes 16,800 shares which may be acquired upon the exercise of stock
options which are presently exercisable or will become exercisable within
60 days of March 29, 1996.
(f) Includes 213,800 shares which may be acquired upon the exercise of stock
options which are presently exercisable or will become exercisable within
60 days of March 29, 1996.
(g) Includes 42,400 shares which may be acquired upon the exercise of stock
options which are presently exercisable or will become exercisable within
60 days of March 29, 1996.
(h) Includes 4,000 shares which may be acquired upon the exercise of stock
options which are presently exercisable or will become exercisable within
60 days of March 29, 1996.
(i) Includes 396,900 shares which may be acquired upon the exercise of stock
options which are presently exercisable or will become exercisable within
60 days of March 29, 1996.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
Upon recommendation of the Audit Committee, the Board of Directors voted to
appoint Coopers & Lybrand L.L.P. to act as independent auditors for the
Company for the year ending December 31, 1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT AUDITORS FOR THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 1996.
6
<PAGE>
Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the annual meeting with the opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions.
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
officers and directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities (collectively,
"Insiders"), to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") and the American Stock Exchange.
Insiders are required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the Company,
or written representations that no Forms 5 were required, the Company believes
that during the fiscal year ended December 31, 1995, all Section 16(a) filing
requirements applicable to the Company's Insiders were satisfied.
OTHER BUSINESS
Management does not intend to bring any matters before the meeting other
than those set forth in the accompanying notice. Management knows of no other
matters to be brought before the meeting by others. However, if any other
matters are properly brought before the meeting, the persons named in the
enclosed form of proxy will vote in accordance with their judgment on such
matters.
SOLICITATION OF PROXIES
The cost of preparing and mailing the enclosed material will be borne by the
Company. In addition to the solicitation of proxies by mail, it is possible
that certain of the officers, directors and employees of the Company may
solicit proxies on behalf of the Board of Directors by telephone, telegraph
and in person, with the cost of any such solicitation to be borne by the
Company. No additional compensation will be received by any officer, director
or employee of the Company in connection with any such proxy solicitation.
Upon request, the Company will reimburse brokers, dealers, banks and trustees,
or their nominees, for reasonable expenses incurred by them in forwarding
proxy material to beneficial owners of shares of Common Stock.
STOCKHOLDER PROPOSALS
A proposal submitted by a stockholder for action at the Company's 1997
annual meeting of stockholders must be received at the Company's headquarters,
1 Forbes Road, Newmarket, New Hampshire, 03857-2099, no later than December 1,
1996, in order to be included in the Company's Proxy Statement for that
meeting. Any such proposal must comply with the rules and regulations of the
Securities and Exchange Commission.
By Order of the Board of Directors,
Lorraine D. Giordano
Clerk
Newmarket, New Hampshire
March 29, 1996
7
<PAGE>
REVOCABLE PROXY
VITRONICS CORPORATION
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 1996
This Proxy is Solicited on Behalf of the Board of Directors
This undersigned hereby appoints Lorraine D. Giordano and David R.A.
Steadman, and either of them, as attorney and proxy with full power of
substitution, in the name, place and stead of the undersigned to vote as proxy
all the common stock of the undersigned in Vitronics Corporation (the "Company")
at the Company's annual meeting of stockholders to be held at 10:00 a.m. local
time on May 2, 1996 at the offices of the Company, 1 Forbes Road, Newmarket, New
Hampshire, for the purposes of considering and voting upon the following:
1. To elect two Class C directors to serve until the 1999 annual meeting of
stockholders and thereafter until their successors are duly elected and
qualified.
For Withheld
Allen H. Keough [_] [_]
James R. Kanely [_] [_]
For Against Abstain
2. To ratify the appointment by the [_] [_] [_]
Board of Directors of Coopers &
Lybrand L.L.P. as the Company's
independent auditors for the 1996
fiscal year.
3. To transact such other business as may properly be presented to the meeting
or any adjournment thereof.
The Shares represented by this proxy will be voted for the director Nominees and
for proposal 2 if no instruction to the contrary is indicated or if no
instruction is given and, in addition, on other business which may properly come
before the meeting or any adjournment thereof.
Note: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as Attorney, Executor, Administrator,
Trustee or Guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
----------------------------------
Please be sure to sign and date Date
this Proxy in the box below.
- --------------------------------------------------------------------------------
- -----Stockholder sign above--------------Co-holder (if any) sign above----------
/\ Detach above card, sign, date and mail in postage paid envelope provided. /\
VITRONICS CORPORATION
- --------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------
