<PAGE> 1
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 / / 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
MEDAR, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MEDAR, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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)
or Item 22(a)(2) of Schedule 14A.
/ / $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 other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Medar, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Medar,
Inc., a Michigan corporation, will be held at the corporate offices, 38700 Grand
River Avenue, Farmington Hills, Michigan 48335, on Wednesday, May 29, 1996, at
4:00 p.m. local time for the following purposes, all of which are more
completely set forth in the accompanying proxy statement.
1. To elect eight Directors; and
2. To transact such other business as may properly come before the meeting.
In accordance with the Bylaws of the Company and a resolution of the Board
of Directors, the record date for the meeting has been fixed at April 4, 1996.
Only Shareholders of record at the close of business on that date will be
entitled to vote at the meeting.
By Order of the Board of Directors
Max A. Coon
Secretary
Farmington Hills, Michigan
April 24, 1996
YOUR VOTE IS IMPORTANT
-----------------------------------
YOU ARE URGED TO DATE AND SIGN THE ENCLOSED PROXY FORM, INDICATE YOUR CHOICE
WITH RESPECT TO THE MATTERS TO BE VOTED UPON, AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT
THE PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING
THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE> 3
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Medar, Inc. (the Company) for use at the
Annual Meeting of Shareholders of the Company to be held on May 29, 1996 at 4:00
p.m., or any adjournments thereof. This Proxy Statement is being mailed on or
about April 24, 1996 to all holders of record of common stock of the Company as
of the close of business on April 4, 1996.
PURPOSE OF THE MEETING
The purpose of this Annual Meeting of Shareholders shall be to elect
Directors and to transact such other business as may properly come before the
meeting.
VOTING
Common Stock with no par value is the only voting stock of the Company.
Holders of record at the close of business on April 4, 1996 are entitled to one
(1) vote for each share held. As of April 4, 1996, the Company had 8,801,401
shares outstanding. Holders of stock entitled to vote at the meeting do not have
cumulative voting rights with respect to the election of Directors.
All shares represented by proxies shall be voted "FOR" each of the matters
recommended by management unless the Shareholder, or his duly authorized
representative, specifies otherwise or unless the proxy is revoked. Any
Shareholder who executes the proxy referred to in this statement may revoke it
before it is exercised, provided written notice of such revocation is received
at the office of the Company in Farmington Hills, Michigan at least twenty-four
(24) hours before the commencement of the meeting, or provided the grantor of
the proxy is present at the meeting and, having been recognized by the presiding
officer, announces such revocation in open meeting. All Shareholders are
encouraged to date and sign the enclosed proxy form, indicate your choice with
respect to the matters to be voted upon and return it to the Company.
In elections of directors where the number of nominees is equal to the
number of positions to be filled, the vote required to elect each director is
equal to the majority of the votes cast in such election. Actions other than
elections of directors are also authorized by a majority of the votes cast.
Although state law and the articles of incorporation and bylaws of the Company
are silent on the issue, it is the intent of the Company that proxies received
which contain abstentions or broker non-votes as to any matter will be included
in the calculations as to the presence of a quorum, but will not be counted as
votes cast in such matter in the calculation as to the needed majority vote.
ELECTION OF DIRECTORS
It is the intention of the persons named in the proxy to vote for election
of the following nominees to the Board of Directors to hold office until the
next Annual Meeting or until their successors are elected. In the event any
nominee should be unavailable, which is not anticipated, the shares may, in the
discretion of the proxy holders, be voted for the election of such persons as
the Board of Directors may submit. Directors are elected for a term of one (1)
year and until their successors are elected and qualified. Proxies will be voted
only to the extent of the number of nominees named. The Directors have submitted
only eight nominations to fill the nine positions on the Board of Directors. The
ninth position is being left open in order to allow the selection of a qualified
individual, who will be appointed at a later date by the Board.
2
<PAGE> 4
The following information is furnished concerning the nominees, all of whom
have been nominated by the Board of Directors and are presently Directors of the
Company.
<TABLE>
<CAPTION>
SERVED AS
PRESENT POSITION WITH THE DIRECTOR
NAME COMPANY AND PRINCIPAL OCCUPATION AGE SINCE
- ----------------------- ------------------------------------------------------- --- ---------
<S> <C> <C> <C>
Max A. Coon............ Secretary and Vice Chairman of the Board of MEDAR, 61 1978
INC.; President and Chairman of the Board of Maxco,
Inc.
Richard R. Current..... Executive Vice President of Finance and Operations of 51 1996
MEDAR, INC.
Charles J. Drake....... President and Chairman of the Board of MEDAR, INC. 55 1978
Frederico P.M.P.D.
de Magalhaes......... Managing Director of Integral Vision Limited, a wholly 36 1995
owned subsidiary of MEDAR, INC. located in Bedford,
England, which develops and manufactures machine vision
solutions for industrial applications
Stephan Sharf.......... President of SICA Corp, a Michigan based automotive 75 1986
industry consulting firm
Vincent Shunsky........ Treasurer of MEDAR, INC.; Director, Treasurer and Vice 47 1978
President of Finance of Maxco, Inc.
William B. Wallace..... Senior Managing Director of Equity Partners, Ltd., a 51 1990
Troy, Michigan based private investment banking firm
Stephen R. Zynda....... General Counsel of Midwest Bridge Company, a 44 1993
Williamston, Michigan based bridge and road building
contractor
</TABLE>
All of the foregoing Directors and nominees have been engaged in the
principal occupation specified for the previous five (5) years with the
exception of the following:
Richard R. Current joined the Company in May 1995 as its Vice President of
Finance. In March 1996, Mr. Current was promoted to the position of Executive
Vice President and Chief Financial Officer, and was also named a Director of the
Company. Prior to joining Medar, Mr. Current was managing partner of Ernst &
Young's Lansing, Michigan practice from 1985 to 1992 and was the Chief Financial
Officer of The Shane Group, Inc., a Hillsdale, Michigan holding company with
ownership of a number of manufacturing and distribution subsidiaries from 1992
to 1995.
Frederico P.M.P.D. de Magalhaes is the co-founder and has served as
managing director of Integral Vision Limited, a corporation located in Bedford,
England, since 1988. Integral Vision designs, develops, manufactures and
supplies machine vision solutions for industrial applications in Europe and the
United States. Prior to founding Integral Vision, Mr. de Magalhaes was a
lecturer in Robotics and Automation at Cranfield Institute of Technology,
Cranfield, England from 1984 to 1988 and served as Computer and Automation
Systems Manager for Ozonair Engineering Co. Ltd, a manufacturer of industrial
air handling equipment located in Maidstone, England, from 1981 to 1984. Medar
acquired all of the stock of Integral Vision Limited, effective January 1, 1995.
William B. Wallace has served as a Director of the Company since 1990. Mr.
Wallace has been the Senior Managing Director of Equity Partners, Ltd. since
1987. Equity Partners is a private investment banking and financial consulting
firm. Prior to founding Equity Partners, Mr. Wallace was a partner with Ernst &
Young, a certified public accounting firm. Mr. Wallace was an executive officer
of a privately-owned holding company, the principal asset of which is a 49%
interest in a subsidiary. In 1992, in connection with litigation with the 51%
owner of the subsidiary, the holding company filed a petition in bankruptcy. The
bankruptcy case was dismissed in September 1994, upon settlement of the
underlying litigation, and the proceeds were distributed to the holding company
shareholders. Due to, among other things, the tactical nature of the petition,
the Company does not believe this action is material to an evaluation of Mr.
Wallace's abilities as a Director of the Company.
3
<PAGE> 5
Messrs. Coon, Drake and Shunsky are also Directors of Maxco, Inc., Messrs.
Coon and Shunsky are directors of FinishMaster, Inc., and Mr. Coon is
additionally a director of Spartan Motors, Inc., all of whose stocks are traded
over-the-counter.
The Board of Directors has established a Compensation Committee whose
members are Max A. Coon and Vincent Shunsky. The Compensation Committee is
responsible for establishing compensation for the President, approving executive
compensation levels of all other executives and authorizing the levels and
timing of bonus payments. In addition, this committee is responsible for
administering the Company's Stock Option Plans, including designating the
recipients and terms of specific option grants. The Compensation Committee met
two times during the period ended December 31, 1995 to grant options on 211,000
shares and to establish compensation criteria and levels. The Audit Committee,
whose members are William B. Wallace, Charles J. Drake and Stephan Sharf, met
three times in 1995. The Audit Committee is responsible for discussing the scope
and timing of independent audit work, selecting independent auditors, discussing
problems and experience in completing audit work, reviewing audited financial
statements, discussing findings and recommendations of independent auditors,
monitoring the system of internal control and overseeing conflict of interest
and related party transaction policies. The Company does not have a standing
nominating committee.
During the period ended December 31, 1995, there were a total of nine (9)
meetings of the Board of Directors. Max A. Coon attended fewer than 75% of the
meetings held during the period.
DIRECTOR COMPENSATION
Directors who are not officers of the Company receive $200 for each meeting
attended. In addition, Messrs. Sharf and Wallace each have consulting agreements
with the Company pursuant to which they have agreed to provide consulting
services to the Company for so long as they hold office as directors. The
Company paid both Mr. Sharf and Mr. Wallace $9,600 for such consulting services
during the fiscal year.
4
<PAGE> 6
EXECUTIVE OFFICERS
The following table sets forth information concerning the Executive
Officers of the Company.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SERVED AS
NAME COMPANY AND PRINCIPAL OCCUPATION AGE OFFICER SINCE
- ------------------------- ------------------------------------------------- --- -------------
<S> <C> <C> <C>
Charles J. Drake......... President and Chairman of the Board of MEDAR, 55 1978
INC.
Richard R. Current....... Executive Vice President of Finance and 51 1995
Operations of MEDAR, INC.
Mark R. Doede............ Vice President and Chief Operating Officer of 38 1989
Welding Products Division of MEDAR, INC.
Lyle D. Harbin........... Vice President of Marketing, Welding Products of 62 1985
MEDAR, INC.
Arthur D. Harmala........ Vice President of Marketing, Vision Products of 52 1995
MEDAR, INC.
Gerald R. Smith.......... Mr. Smith resigned his position of Vice President 39 1988
of Operations of MEDAR, INC. in November 1995.
Gary Wagner.............. Vice President of Sales, Vision Products of 45 1995
MEDAR, INC.
Max A. Coon.............. Secretary and Vice Chairman of the Board of 61 1978
MEDAR, INC.; President and Chairman of the Board
of Maxco, Inc.
Vincent Shunsky.......... Treasurer and Director of MEDAR, INC.; Treasurer, 47 1978
Vice President of Finance and Director of Maxco,
Inc.
</TABLE>
All of the foregoing officers of the Company have been engaged in the
principal occupations specified above for the previous five years except as
stated above and as follows.
Arthur D. Harmala was appointed as Vice President of Marketing, Vision
Products in March 1995. He has been Vice President, Sales and Marketing for the
Company's wholly owned subsidiary, Integral Vision -- AID, Inc., since 1989 and
was previously employed by the Company since 1985 as Director of Marketing for
Medar's line of vision products. Mr. Harmala previously worked in sales
management positions at Allen-Bradley Company, Inc., a manufacturer of
programmable controllers, and at Perceptron, Inc., a manufacturer of non-contact
gauging products.
Gary Wagner joined the Company as Vice President of Vision Sales in March
1995. He previously served as Director of Marketing from 1988 to 1991, and then
Vice President of Marketing from 1991 to 1994, of Automatix Incorporated, a
corporation specializing in industrial vision applications located in Billerica,
Massachusetts. In 1994, when Automatix merged with another vision manufacturer
to form Acuity Imaging Inc., Mr. Wagner became Vice President of Marketing for
that company. Acuity Imaging Inc., located in Nashua, New Hampshire, develops
and markets machine vision systems for factory automation and image processing
software for various industrial and scientific applications.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors (the "Committee")
consists of Max A. Coon and Vincent Shunsky. Messrs. Coon and Shunsky, although
officers of the Company, are also officers and directors of Maxco, Inc., are
paid by Maxco, Inc. and receive no compensation from the Company. Mr. Charles J.
Drake, the Company's Chief Executive Officer, is additionally a Director of
Maxco, Inc.
5
<PAGE> 7
OVERVIEW AND PHILOSOPHY
The Committee is responsible for developing and making recommendations to
the Board with respect to the Company's executive compensation policies. In
addition, the Compensation Committee, pursuant to authority delegated by the
Board, determines on an annual basis the compensation to be paid to the Chief
Executive Officer and each of the other executive officers of the Company.
The objectives of the Company's executive compensation program are to:
-- Support the achievement of desired Company performance.
-- Provide compensation that will attract and retain superior talent and
reward performance.
-- Align the executive officers' interests with the success of the Company
by placing a portion of pay at risk, with payout dependent upon
corporate performance, and through the granting of stock options.
The executive compensation program provides an overall level of
compensation opportunity that is competitive with companies of comparable size
and complexity. The Compensation Committee will use its discretion to set
executive compensation where in its judgment external, internal or an
individual's circumstances warrant it.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Company's executive officer compensation program is comprised of base
salary, annual cash incentive compensation, long-term incentive compensation in
the form of stock options, and various benefits, including medical and deferred
compensation plans, generally available to employees of the Company.
BASE SALARY
Base salary levels for the Company's executive officers are competitively
set relative to other comparable companies. In determining salaries the
Committee also takes into account individual experience and performance.
ANNUAL INCENTIVE COMPENSATION
The Company's annual incentive program for executive officers and key
managers provides direct financial incentives in the form of an annual cash
bonus to executives to achieve the Company's annual goals. Goals for Company
performance are set at the beginning of each fiscal year. In 1995, the following
measures of Company performance were selected: corporate revenue, corporate
earnings, new product development, market penetration, and customer
satisfaction.
Specific individual performance is also taken into account in determining
bonuses, including meeting department goals, attitude, dependability,
cooperation with co-workers, and creativity or ideas that benefit the Company.
In addition, significant individual effort in dealing with specific issues and
the overall hours worked are taken into consideration.
STOCK OPTION PROGRAM
The stock option program is the Company's long-term incentive plan for
executive officers and key employees. The objectives of the program are to align
executive and shareholder long-term interests by creating a strong and direct
link between executive pay and shareholder return, and to enable executives to
develop and maintain a significant, long-term stock ownership position in the
Company's Common Stock.
In March 1983, the Company adopted its first Stock Option Plan, which was
subsequently amended by the Shareholders to allow the Company to issue options
on up to 500,000 shares of common stock. A second Stock Option Plan allowing the
issuance of options on up to 300,000 shares of common stock was approved by the
Shareholders in August 1986. In May 1995 a third Stock Option Plan allowing the
issuance of options on up to 500,000 shares of the Company's common stock was
approved by the Shareholders. These stock option
6
<PAGE> 8
plans provide for the grant of both options intended to qualify as "incentive
stock options" within the meaning of Section 422A of the Internal Revenue Code,
as amended, and nonstatutory stock options which do not qualify for such
treatment. A nonqualified plan under which 200,000 shares of stock may be issued
was also approved in August 1986.
The stock option plans authorize a committee of directors to award
executive and key employee stock options. Stock options are granted at an option
price equal to the fair market value of the Company's Common Stock on the date
of grant, have ten year terms and can have exercise restrictions established by
the Compensation Committee. Awards are made at a level calculated to be
competitive with companies of comparable size and complexity.
DEFERRED COMPENSATION
Effective July 1, 1986, the Company adopted a 401(k) Employee Savings Plan.
The 401(k) is a "cash or deferred" plan under which employees may elect to
contribute a certain portion of their compensation which they would otherwise be
eligible to receive in cash. The Company has agreed to make a matching
contribution of 20% of the employees' contributions of up to 6% of their
compensation. In addition, the Company contributes .5% of compensation for each
employee, or more or less at the discretion of the Board. All full time
employees of the Company or its U.S. subsidiaries who have completed six months
of service are eligible to participate in the plan. Participants are immediately
100% vested in all contributions. The plan does not contain an established
termination date and it is not anticipated that it will be terminated at any
time in the foreseeable future.
BENEFITS
The Company provides medical benefits to the executive officers that are
generally available to Company employees. The amount of perquisites, as
determined in accordance with the rules of the Securities and Exchange
Commission relating to executive compensation, did not exceed 10% of salary for
any executive officer for 1995.
CHIEF EXECUTIVE OFFICER
Charles J. Drake has served as the Company's Chief Executive Officer since
1978. His base salary for the 1995 year was $260,000.
Significant factors in establishing Mr. Drake's compensation were his
position and long service to the Company, the settlement of the patent
litigation and the management of the Company in a very difficult year.
The Committee believes Mr. Drake's compensation is comparable to that of
chief executive officers of similar companies.
THE COMPENSATION COMMITTEE
Max A. Coon
Vincent Shunsky
7
<PAGE> 9
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and to the other executive officers whose compensation
for the 1995 year exceeded $100,000:
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION COMPENSATION
------------------- ------------ ALL OTHER
NAME AND SALARY BONUS OPTIONS COMP(1)
PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- ------------------------------------------ ---- ------- ------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Charles J. Drake.......................... 1995 260,000 0 100,000 1,890(2)
Chief Executive Officer 1994 160,000 100,000 0 750
1993 160,000 124,000 50,000 1,179
Arthur D. Harmala......................... 1995 76,448 61,692(3) 5,000 1,999(4)
Vice President of Marketing, Vision
Products
Gerald R. Smith........................... 1995 100,436 0 0 1,550(5)
Former Vice President of Operations 1994 105,380 23,000 5,000 1,947
1993 100,000 22,000 5,000 1,606
</TABLE>
- -------------------------
(1) Unless otherwise indicated, compensation in this category represents the
Company's 20% match of employee deferrals of currently earned income into
the 401(k) Employee Savings Plan and, in 1993 and 1994, a profit sharing
contribution made by the Company for all of its employees to the 401(k)
Employee Savings Plan at the rate of .5% of compensation, up to $150,000 of
compensation.
(2) Represents premiums paid by the Company on executive term life insurance.
(3) The compensation reported for Mr. Harmala in this category represents sales
commissions.
(4) Includes premiums of $226 paid by the Company on executive term life
insurance.
(5) Includes premiums of $343 paid by the Company on executive term life
insurance.
OPTIONS
The following table summarizes option grants during 1995 to the executive
officers named in the Summary Compensation Table above, and the potential
realizable value of such options at assumed rates of appreciation.
OPTION GRANTS DURING 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL
------------------------------------------------------- RATES OF
% OF TOTAL STOCK PRICE
OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ------------------------ ------- ------------ ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Charles J. Drake........ 100,000(1) 47.4% 8.50 06-12-05 1,384,560 2,204,681
Arthur D. Harmala....... 5,000(2) 2.4% 8.50 06-12-05 69,228 110,234
Gerald R. Smith......... 0
</TABLE>
- -------------------------
(1) These options are not exercisable unless the market price for Medar common
stock reaches $25 per share by December 31, 1996.
(2) These options are not exercisable until June 12, 1996.
8
<PAGE> 10
The following table summarizes the option exercises by the executive
officers named in the Summary Compensation Table above during 1995 and the value
of the options held by such persons at the end of 1995.
OPTION EXERCISES IN LAST FISCAL YEAR
AND
YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY END AT FY END
--------------------- --------------------
NAME AND SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
PRINCIPAL POSITION ON EXERCISE(#1) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- -------------------------- --------------- ----------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Charles J. Drake.......... 38,188 147,788 361,812/100,000 $1,341,930/0
Arthur D. Harmala......... 3,000 17,490 12,500/5,000 $ 9,750/0
Vice President of
Marketing, Vision
Products
Gerald R. Smith........... 0 0 35,000/0 $ 105,625/0
Former Vice President of
Operations
</TABLE>
TRANSACTIONS WITH MANAGEMENT
During the year ended December 31, 1995, Integral Vision, Ltd., one of the
Company's subsidiaries, made sales totalling approximately $171,000 and
purchases of subcontractor labor totalling approximately $129,000 from two
companies in which Frederico de Magalhaes, one of the Company's directors, and
Mr. de Magalhaes' father each have an ownership interest in excess of ten
percent. All of the transactions were in the ordinary course of business and
were made on terms no more favorable than similar transactions with other
entities.
COMPLIANCE WITH REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers or beneficial owners of over 10% of any class
of the Company's equity securities to file certain reports regarding their
ownership of the Company's securities or any changes in such ownership. During
the year ended December 31, 1995, Stephen R. Zynda filed one report late
covering three transactions.
9
<PAGE> 11
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on the
Common Stock of the Company for the last five years with the cumulative total
return on the CRSP Total Return Index for the NASDAQ Stock Market (US Companies)
(1) and the Dow Jones Industrial Technology Index (2) over the same period,
assuming the investment of $100 in the Company's Common Stock, the NASDAQ Index
and the Industrial Technology Index on December 31, 1990, and reinvestment of
all dividends.
<TABLE>
<CAPTION>
Dow Jones
Industrial
Measurement Period CRSP Total Technology
(Fiscal Year Covered) MEDAR, INC. Return Index Index
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 375 161 143
1992 467 187 146
1993 750 215 143
1994 917 210 152
1995 525 296 211
</TABLE>
- -------------------------
(1) The CRSP Total Return Index for the NASDAQ Stock Market (US Companies) is
composed of all domestic common shares traded on the NASDAQ National Market
and the NASDAQ Small-Cap Market.
(2) The Dow Jones Industrial Technology Index is composed of companies whose
technology and high-tech products are primarily directed toward industrial
production and/or quality control.
10
<PAGE> 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 31, 1996 regarding
the beneficial ownership of the Company's Common Stock by (i) the Principal
Shareholder (Maxco, Inc.), (ii) the only other beneficial owners of more than 5%
of the Company's outstanding stock that are known to the Company, (iii) each of
the Company's Directors, (iv) each of the Company's Executive Officers listed in
the Summary Compensation Table, above, and (v) all Officers and Directors of the
Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-----------------------------------------------------
SOLE VOTING SHARED VOTING
AND AND
INVESTMENT POWER INVESTMENT POWER PERCENT
---------------- ---------------- -------
<S> <C> <C> <C>
Maxco, Inc....................................... 1,737,405 19.74%
1118 Centennial Way
Lansing, MI 48917
Fidelity Management & Research Company........... 870,000(1) 9.92%
82 Devonshire Street
Boston, MA 02109
Charles J. Drake................................. 480,378(2) 5.27%
Max A. Coon...................................... 5,000(3) 10,000 *
Richard R. Current............................... 1,000 2,000 *
Arthur D. Harmala................................ 19,000(4) 100 *
Frederico P.M.P.D. de Magalhaes.................. 83,357 *
Stephan Sharf.................................... 6,000 *
Vincent Shunsky.................................. 20,850(3) 1,000 *
Gerald R. Smith.................................. 30,285 *
William B. Wallace............................... 29,000(5) *
Stephen R. Zynda................................. 8,000(6) 18,000 *
All Directors and Officers as a Group............ 687,503(7) 120,457 8.82%
(13 persons)
</TABLE>
- -------------------------
* Beneficial ownership does not exceed 1%.
(1) Information obtained from Schedule 13G dated February 14, 1996, filed with
the Securities and Exchange Commission by FMR Corp and sent to the Company
pursuant to Section 13(d) of the Securities Exchange Act of 1934. Voting of
the shares is carried out under written guidelines established by the
Fidelity Funds Boards of Trustees.
(2) Includes 300,000 shares subject to options which Mr. Drake is presently
eligible to exercise.
(3) Does not include shares of the Company held by Maxco, Inc., of which Mr.
Coon is the President and Chairman of the Board and the owner of 22.7% of
its common stock, or shares of the Company held by the Maxco, Inc. Employee
Profit Sharing Plan of which Messrs. Coon and Shunsky are trustees.
(4) Includes 9,000 shares subject to options which Mr. Harmala is presently
eligible to exercise.
(5) Includes 7,000 shares subject to options which Mr. Wallace is presently
eligible to exercise.
(6) Includes 2,000 shares subject to options which Mr. Zynda is presently
eligible to exercise.
(7) Includes 360,000 shares subject to options which six officers or directors
presently are eligible to exercise.
11
<PAGE> 13
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young served as auditors for the Company for the year
ended December 31, 1995.
The Company periodically evaluates its external audit requirements. The
Audit Committee of the Board of Directors will make a decision as to the
selection of external auditors for the year ending December 31, 1996 based on
cost, response time and quality of services available.
A representative of Ernst & Young is expected to be present at the Annual
Meeting of Shareholders, will be available to respond to appropriate questions,
and will have the opportunity to make a statement if he desires to do so.
SHAREHOLDER PROPOSALS
Any proposals which Shareholders of the Company intend to present at the
next annual meeting of the Company must be received by the Company by December
25, 1996, for inclusion in the Company's proxy statement and proxy form for that
meeting. Proposals should be directed to the attention of Investor Relations at
the offices of the Company, 38700 Grand River Avenue, Farmington Hills, Michigan
48335.
OTHER BUSINESS
The management knows of no other matters that will come before the meeting.
However, if other matters do come before the meeting, the proxy holders will
vote in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by use of the mails, officers and regular employees of
the Company may solicit proxies by telephone or in person.
By Order of the Board of Directors
Max A. Coon
Secretary
12
<PAGE> 14
<TABLE>
<S><C>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except For Against Abstain
1. ELECTION OF DIRECTORS. / / / / / / 2. In their discretion, the Proxies are / / / / / /
authorized to vote upon such other
business as may come before the
meeting.
M. COON, R. CURRENT, C. DRAKE, F. DE
MAGALHAES, S. SHARF, V. SHUNSKY, W.
WALLACE AND S. ZYNDA
To withhold authority to vote for any individual nominee,
mark the "For All Except" box and strike a line through
the nominee(s) name.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. / Date Mark box at right if comments or address change have / /
- ------------------------------------------------------------------- been noted on the reverse side of this card.
- ------------------------------------------------------------------- Signatures must correspond exactly with names as printed.
Stockholder sign here Co-owner sign here
DETACH CARD DETACH CARD
MEDAR, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot. There are a number of issues related to the
management and operation of your Company that require your immediate attention and approval. These are discussed in detail in the
enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be voted. Then sign the card, detach it and return your
proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May 29, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Medar, Inc.
MEDAR, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 29, 1996.
The undersigned hereby constitutes and appoints Max A. Coon and Charles J. Drake, and each or any of them, attorney and proxy for
and in the names and stead of the undersigned, to vote all stock of Medar, Inc. (Medar) on all matters unless the contrary is
indicated herein at the Annual Meeting of Shareholders to be held at the corporate offices, 38700 Grand River Avenue, Farmington
Hills, Michigan on May 29, 1996, at 4:00 p.m., local time or at any adjournments thereof, according to the number of votes that the
undersigned could vote if personally present at said meeting. The undersigned directs that this proxy be voted as follows on the
reverse.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
----------------------------------------------------------------------------
- ---------------------------PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.-----------------------------
----------------------------------------------------------------------------
NOTE: 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.
- ------------------------------------------------------------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------------------------------------- ---------------------------------------------------------------
- -------------------------------------------------------------- ---------------------------------------------------------------
- -------------------------------------------------------------- ---------------------------------------------------------------
</TABLE>
