<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)
- -------------------------------------------------------------------------------
(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 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:
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<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 27, 1998, 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 seven 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 2, 1998.
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 22, 1998
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 27, 1998 at 4:00
p.m., or any adjournments thereof. This Proxy Statement is being mailed on or
about April 22, 1998 to all holders of record of common stock of the Company as
of the close of business on April 2, 1998.
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 2, 1998 are entitled to one
(1) vote for each share held. As of April 2, 1998, the Company had 9,024,901
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. Although the Company's Board
of Directors is currently composed of seven members, the bylaws of the Company
allow for up to nine directors. In the event qualified individuals are
identified, two additional directors could 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, 63 1978
Inc.; President and Chairman of the Board of Maxco,
Inc.
Richard R. Current.......... Executive Vice President, Finance and Operations of 53 1996
Medar, Inc.
Charles J. Drake............ Chairman of the Board and Chief Executive Officer of 57 1978
Medar, Inc.
Stephan Sharf............... President of SICA Corp, a Michigan based automotive 77 1986
industry consulting firm
Vincent Shunsky............. Treasurer of Medar, Inc.; Director, Treasurer and Vice 49 1978
President of Finance of Maxco, Inc.
William B. Wallace.......... Senior Managing Director of Equity Partners, Ltd., a 53 1990
Troy, Michigan based private investment banking firm
Stephen R. Zynda............ General Counsel of Midwest Bridge Company, a 46 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 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, Finance and Operations 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. In September 1997, a corporation of which Mr. Current had previously
served as an officer and director filed a petition for liquidation under Chapter
7 of the Bankruptcy Code. Although he was nominally an officer and director, Mr.
Current's involvement was primarily as an investor, he did not receive any
compensation from the company and was not involved in day-to-day operations. Due
to these, among other factors, the Company does not believe this action is
material to an evaluation of Mr. Current's abilities as a director and officer
of the Company.
Charles J. Drake resigned his position as President of the Company in
February 1998. He continues to serve as the Chairman and Chief Executive Officer
of the Company as he has since 1978.
Messrs. Coon, Drake and Shunsky are also Directors of Maxco, Inc., whose
stocks is traded on the Nasdaq Stock Market.
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 Company's Chief Executive
Officer, 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 seven times during the period ended December 31, 1997 to grant
options on 267,000 shares and to establish compensation criteria and levels. The
Audit Committee, whose members are William B. Wallace, Charles J. Drake and
Stephan Sharf, met two times in 1997. 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.
3
<PAGE> 5
During the period ended December 31, 1997, there were a total of eight
meetings of the Board of Directors. None of the above nominees 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.
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............... Chairman of the Board And Chief Executive Officer 57 1978
of Medar, Inc.
Mark R. Doede.................. President and Chief Operating Officer of Medar, 40 1989
Inc.
Richard R. Current............. Executive Vice President, Finance and Operations 53 1995
and Director of Medar, Inc.
Michael J. Charchol............ Vice President, Vision Products of Medar, Inc. 56 1996
Lyle D. Harbin................. Vice President of Marketing, Welding Products of 64 1985
Medar, Inc.
Arthur D. Harmala.............. Vice President of Marketing, Vision Products of 54 1995
Medar, Inc.
George R. Mather, Jr. ......... Former Vice President of Engineering, Vision 58 1996
Products of Medar, Inc.
Max A. Coon.................... Secretary and Vice Chairman of the Board of 63 1978
Medar, Inc.; President and Chairman of the Board
of Maxco, Inc.
Vincent Shunsky................ Treasurer and Director of Medar, Inc.; Treasurer, 49 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:
Michael J. Charchol was appointed as Vice President, Vision Products of
Medar, Inc. in March 1998. Prior to that time he had served for seven years as
Vice President of the Company's Integral Vision -- AID subsidiary.
Mark R. Doede was appointed as President and Chief Operating Officer of the
Company in February 1998. Prior to that time, Mr. Doede served as Vice President
and Chief Operating Officer of the Welding Products Division of the Company
since 1996 and served the Company in various other capacities since 1980.
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.
George R. Mather, Jr. resigned his position as Vice President of
Engineering, Vision Products of Medar, Inc. and terminated his employment with
the Company in February 1998.
4
<PAGE> 6
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 a director of Maxco, Inc.
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 1997, 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 is
taken into consideration.
5
<PAGE> 7
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 May 1995 a 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.
This stock option plan provides 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.
The stock option plan authorizes a committee of directors to award
executive and key employee stock options, as well as options to directors and
nonemployees who are in a position to materially benefit the Company. 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 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 may make a profit sharing contribution 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. In addition, executive officers may be
provided with other benefits, such as life insurance and automobiles. 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 fiscal 1997.
CHIEF EXECUTIVE OFFICER
Charles J. Drake has served as the Company's Chief Executive Officer since
1978. His base salary for the 1997 year was $160,000. No bonus was paid to Mr.
Drake for 1997.
Significant factors in establishing Mr. Drake's compensation were his
strategic and overall management direction of the Company and his position and
long service to the Company.
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
6
<PAGE> 8
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 1997 year exceeded $100,000:
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION ----------------------
-------------------- ALL OTHER
NAME AND SALARY BONUS OPTIONS COMP(1)
PRINCIPAL POSITION YEAR ($) ($) (#) ($)
------------------ ---- ------ ----- ------- ---------
<S> <C> <C> <C> <C> <C>
Charles J. Drake............................. 1997 160,000 0 100,000 2,484(2)
Chief Executive Officer 1996 295,000 0 0 991(2)
1995 260,000 0 100,000(3) 1,890(2)
Mark R. Doede................................ 1997 105,000 0 15,000 605(4)
President and 1996 105,000 0 3,000 599(4)
Chief Operating Officer 1995 93,462 0 0 580(4)
Richard R. Current........................... 1997 115,000 0 10,000 1,813(5)
Executive Vice President, 1996 115,000 0 20,000 1,488(5)
Finance and Operations 1995 72,981 0 0 56(5)
Arthur D. Harmala............................ 1997 90,000 0 15,000 1,202(7)
Vice President of Marketing, 1996 92,380 20,000 8,000 1,156(7)
Vision Products 1995 76,448 61,692(6) 5,000 1,999(7)
Lyle D. Harbin............................... 1997 101,021 0 10,000 1,684(8)
Vice President of Sales, 1996 80,962 0 3,000 1,400(8)
Welding Products 1995 100,806 114,882 0 2,522(8)
</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.
(2) Includes premiums of $586, $991 and $1,890 paid by the Company on executive
term life insurance in 1997, 1996 and 1995, respectively.
(3) These options have lapsed and may no longer be exercised.
(4) Includes premiums of $86, $79 and $60 paid by the Company on executive term
life insurance in 1997, 1996 and 1995, respectively.
(5) Includes premiums of $433, $392 and $56 paid by the Company on executive
term life insurance in 1997, 1996 and 1995, respectively.
(6) Represents sales commissions.
(7) Includes premiums of $315, $266 and $226 paid by the Company on executive
term life insurance in 1997, 1996 and 1995, respectively.
(8) Includes premiums of $472, $428 and $722 paid by the Company on executive
term life insurance in 1997, 1996 and 1995, respectively
7
<PAGE> 9
OPTIONS
The following table summarizes option grants during 1997 to the executive
officers named in the Summary Compensation Table above, and the potential
realizable value of such options at assumed rates of appreciation.
OPTION GRANTS DURING 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------ POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK PRICE
OPTIONS APPRECIATION FOR OPTION TERM
OPTIONS GRANTED TO EXERCISE OR --------------------------------------------
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------- ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Charles J. Drake..... 100,000 36.6% 5.625 08-13-07 376,977.70 1,050,634.24
Mark R. Doede........ 10,000(1) 5.5% 4.875 06-26-07 32,671.40 91,063.63
5,000(2) 5.625 08-13-07 18,848.88 52,536.71
Richard R. Current... 10,000(1) 3.7% 4.875 06-26-07 32,671.40 91,063.63
Arthur D. Harmala.... 15,000(1) 5.5% 4.875 06-26-07 49,007.10 136,595.45
Lyle D. Harbin....... 10,000(1) 3.7% 4.875 06-26-07 32,671.40 91,063.63
</TABLE>
- -------------------------
(1) These options are not exercisable until July 1, 1998.
(2) These options are not exercisable until August 13, 1998.
The following table summarizes the option exercises by the executive
officers named in the Summary Compensation Table above during 1997 and the value
of the options held by such persons at the end of 1997.
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
SHARES --------------------- --------------------
ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- -------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
Charles J. Drake........... 0 0 250,000 $ 137,500
Mark R. Doede.............. 3,000 0 11,000/ $ 0/
15,000 5,000
Richard R. Current......... 0 0 35,000/ $ 0/
10,000 5,000
Arthur D. Harmala.......... 0 0 19,000/ $ 0/
15,000 7,500
Lyle D. Harbin............. 7,000 0 19,000/ $ 50,000/
10,000 5,000
</TABLE>
TRANSACTIONS WITH MANAGEMENT
Charles J. Drake, the Chairman and CEO of the Company, was indebted to the
Company during 1997, with the largest aggregate amount of such indebtedness
being $345,715. This debt was incurred by Mr. Drake in order to exercise options
to purchase 150,000 shares of the Company's common stock and to satisfy certain
personal obligations and is evidenced by promissory notes bearing interest at
9%. At March 31, 1998, the amount of this indebtedness was $345,715.
Mark R. Doede, the President and COO of the Company, was indebted to the
Company during 1997 with the largest aggregate amount of such indebtedness being
$245,496. This debt was incurred by Mr. Doede
8
<PAGE> 10
in order to satisfy certain personal obligations and is evidenced by a
promissory note bearing interest at 9%. At March 31, 1998, the amount of this
indebtedness was $195,496.
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, 1997, all of such reports were filed as required.
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, 1992, and reinvestment of
all dividends.
<TABLE>
<CAPTION>
Dow Jones
Industrial
Measurement Period MEDAR, CRSP Total Technology
(Fiscal Year Covered) INC. Return Index Index
<S> <C> <C> <C>
12/31/92 100 100 100
12/31/93 161 115 98
12/31/94 196 112 104
12/31/95 113 159 145
12/31/96 80 195 140
12/31/97 77 240 148
</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, 1998 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....................................... 2,130,605 23.61%
1118 Centennial Way
Lansing, MI 48917
State Street Bank and Trust Company as Trustee of
the Textron Master Trust....................... 1,000,000(1) 11.08%
One Enterprise Drive
North Quincy, MA 02171
Fidelity Management & Research Company........... 725,000(2) 8.03%
82 Devonshire Street
Boston, M 02109
The TCW Group, Inc............................... 547,500(3) 6.07%
865 South Figueroa Street
Los Angeles, CA 90017
Charles J. Drake................................. 461,378(4) 4.97%
Max A. Coon...................................... 33,400(5) 15,000 *
Richard R. Current............................... 36,000(6) 3,000 *
Mark R. Doede.................................... 40,136(7) *
Lyle D. Harbin................................... 19,180(8) *
Arthur D. Harmala................................ 29,000(9) 100 *
Stephan Sharf.................................... 6,000 *
Vincent Shunsky.................................. 21,183(5) *
William B. Wallace............................... 26,000(10) 3,000 *
Stephen R. Zynda................................. 8,000(11) 18,000 *
All Directors and Officers as a Group (11
persons)....................................... 684,277(12) 45,100 7.77%
</TABLE>
- -------------------------
* Beneficial ownership does not exceed 1%.
(1) Information obtained from Schedule 13G dated February 12, 1998, filed with
the Securities and Exchange Commission by State Street Bank and Trust
Company and sent to the Company pursuant to Section 13(d) of the Securities
Exchange Act of 1934.
(2) Information obtained from Schedule 13G dated February 14, 1998, 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.
(3) Information obtained from Schedule 13G dated February 12, 1998, filed with
the Securities and Exchange Commission by The TCW Group, Inc. and sent to
the Company pursuant to Section 13(d) of the Securities Exchange Act of
1934.
(4) Includes 250,000 shares on which Mr. Drake holds options which he is
eligible to exercise.
11
<PAGE> 13
(5) 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.
(6) Includes 35,000 shares on which Mr. Current holds options which he is
eligible to exercise.
(7) Includes 11,000 shares on which Mr. Doede holds options which he is
eligible to exercise.
(8) Includes 19,000 shares on which Mr. Harbin holds options which he is
eligible to exercise.
(9) Includes 19,000 shares on which Mr. Harmala holds options which he is
eligible to exercise.
(10) Includes 7,000 shares on which Mr. Wallace holds options which he is
eligible to exercise.
(11) Includes 2,000 shares on which Mr. Zynda holds options which he is eligible
to exercise.
(12) Includes 334,000 shares on which seven officers or directors hold options
which they are eligible to exercise.
12
<PAGE> 14
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young served as auditors for the Company for the year
ended December 31, 1997.
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, 1998 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
27, 1998, 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
13
<PAGE> 15
MDARR-PS-98
<PAGE> 16
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
<S><C>
============================================== 1. ELECTION OF DIRECTORS. For All With- For All
MEDAR, INC. Nominees hold Except
============================================== M. COON V. SHUNSKY [ ] [ ] [ ]
R. CURRENT W. WALLACE
C. DRAKE S. ZYNDA
S. SHARF
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark the "For All Except" box and strike
a line through the name(s) of the nominee(s). Your shares
will be voted for the remaining nominee(s).
RECORD DATE SHARES:
2. In their discretion, the proxies are authorized to vote upon
such other business as may come before the meeting.
Please be sure to sign and date this Proxy. Date
- ------------------------------------------------------------- Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
- -------Shareholder sign here------------Co-owner sign here---
DETACH CARD DETACH CARD
</TABLE>
<PAGE> 17
MEDAR, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 27, 1998
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 27, 1998 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 side.
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 PROPOSAL 1.
- --------------------------------------------------------------------------------
PLEASE MARK, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the reverse side. 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?
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