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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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NUCLEAR RESEARCH CORPORATION
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(Name of Registrant as Specified in Its Charter)
NUCLEAR RESEARCH CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
November 15, 1995
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NUCLEAR RESEARCH CORPORATION
125 Titus Avenue
Warrington, Pennsylvania 18976
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on December 11, 1995
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The Annual Meeting of Shareholders of Nuclear Research Corporation
will be held at 10:00 A.M. on Monday, December 11, 1995 at the Company's
offices at 125 Titus Avenue, Warrington, Pennsylvania 18976, for the
following purposes:
1. To elect three directors to serve on the Board of Directors of
the Company.
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on November 1,
1995 as the record date for the meeting. All shareholders of record at
that time are entitled to notice of and to vote at the meeting and any
adjournment or postponement thereof.
All shareholders are cordially invited to attend the meeting. The
Board of Directors urges you to date, sign and return promptly the
enclosed proxy, which is solicited by the Board of Directors of the
Company, even if you plan to attend the meeting. The return of the proxy
will not affect your right to vote in person, if you attend the meeting.
Dorothy S. Pollock
Secretary
November 15, 1995
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NUCLEAR RESEARCH CORPORATION
125 Titus Avenue
Warrington, Pennsylvania 18976
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Nuclear Research Corporation (the
"Company") for use at the Company's Annual Meeting of Shareholders (the
"Meeting") which will be held on the date, at the time and place and for
the purposes set forth in the foregoing notice. This proxy statement, the
foregoing notice and the enclosed proxy are first being sent to
shareholders on or about November 15, 1995.
The Board of Directors does not intend to bring any matter before the
Meeting except as specifically indicated in the notice and does not know
of anyone else who intends to do so. If any other matters properly come
before the Meeting, however, the persons named in the enclosed proxy, or
their duly constituted substitutes acting at the Meeting, will be
authorized to vote or otherwise act thereon in accordance with their
judgment on such matters. If the enclosed proxy is properly executed and
returned prior to voting at the Meeting, the shares represented thereby
will be voted in accordance with the instructions marked thereon. In the
absence of instructions, the shares will be voted "FOR" the nominees of
the Board of Directors in the election of the three directors.
Any proxy may be revoked at any time prior to its exercise by
notifying the Secretary in writing, by delivering a duly executed proxy
bearing a later date or by attending the Meeting and voting in person.
VOTING SECURITIES AND SECURITIES OWNERSHIP
------------------------------------------
Voting Securities
- -----------------
As of November 1, 1995, the record date for the Meeting, the Company
had outstanding 28,175 shares of its Common Stock. The presence at the
Meeting, in person or by proxy, of the holders of a majority of such
outstanding shares will constitute a quorum. The record holders of Common
Stock will be entitled to one vote per share on all matters (other than
the election of directors) voted upon at the meeting and will be entitled
to vote cumulatively in the election of directors. Pursuant to their
cumulative voting rights, shareholders may multiply the number of votes to
which they are entitled by virtue of their stock ownership by the number
of directors nominated. They may allocate their votes to one director or
any combination of directors.
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Security Ownership of Management and Principal Shareholders
- -----------------------------------------------------------
The following table sets forth as of October 31, 1995 certain
information regarding the ownership of the Company's Common Stock by (i)
beneficial owners of 5% or more of the outstanding shares of Common Stock,
(ii) directors of the Company, (iii) the Executive Officers (as defined
under "Executive Compensation," below) and (iv) all directors and
Executive Officers of the Company as a group, together with the percentage
of Common Stock held by the foregoing persons represented thereby. Each
of the persons named below as beneficially owning the shares set forth
opposite his or her name has sole voting power and sole investment power
with respect to such shares.
Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership(2) of Class (2)
- ------------------- ----------------------- ------------
Earl M. Pollock 15,751(3) 43.5%
Dorothy S. Pollock 7,751(4) 27.5%
Charles H. Sulzberger, Jr. 1,896 6.7%
Harold J. Cooley 2,177(5) 7.2%
Mark S. Pollock 2,306(6) 8.0%
Directors and Executive
Officers as a group
(5 persons) 29,881(3)(5)(6) 76.8%
- -------------------------
(1) The address of each of the persons listed above is 125 Titus Avenue,
Warrington, Pennsylvania 18976.
(2) Based on information furnished to the Company by the directors and
Executive Officers of the Company, these persons hold sole voting and
dispositive power with respect to the shares of stock owned by them
as of October 31, 1995.
(3) Includes 8,000 shares issuable upon the exercise of warrants as
described under "Certain Relationships and Related Transactions,"
below. Does not include shares owned by his wife, Dorothy S.
Pollock, as to which Mr. Pollock disclaims beneficial ownership.
(4) Does not include shares owned by her husband, Earl M. Pollock, as to
which Mrs. Pollock disclaims beneficial ownership.
(5) Includes 2,150 shares which Mr. Cooley has the option to purchase,
all of which are currently exercisable. Excludes an aggregate of 600
shares issuable upon exercise of options held by Mr. Cooley which are
not exercisable within 60 days.
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(6) Includes an aggregate of 600 shares issuable upon the exercise of
options granted to Mark S. Pollock, all of which are currently
exercisable, and 1,681 shares owned by his father's estate, of which
he is a co-executor, as to which shares he disclaims beneficial
ownership. Excludes an aggregate of 400 shares issuable upon
exercise of options held by Mark S. Pollock which are not exercisable
within 60 days.
Certain Relationships and Related Transactions
- ----------------------------------------------
In connection with and as partial consideration for a loan from the
Company's President, Earl M. Pollock, which loan was repaid in fiscal
1993, the Company issued to Earl M. Pollock in March 1989 warrants for the
purchase of 5,000 shares of the Company's common stock exercisable in
1,000 share increments at $100 per share. The warrants initially were to
expire on March 31, 1994 but, as a result of an amendment in July 1991,
now expire on March 31, 2004. In November 1994, in connection with and as
partial consideration for a nonrecourse surety agreement executed by
Earl M. Pollock as security for the Company's credit facilities, the
Company issued Mr. Pollock warrants for the purchase of 3,000 shares of
the Company's common stock exercisable in 1,000 share multiples at $160.28
per share. The warrants expire on November 8, 2004. None of the warrants
issued to Earl M. Pollock have yet been exercised.
The Board of Directors has provided that, for a period of three years
after the death of Earl M. Pollock, the Company shall pay to his surviving
spouse or his estate 50% of his annual salary at the date of death less
any insurance amounts paid to his spouse or estate from policies whose
premiums were paid by the Company.
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ELECTION OF DIRECTORS
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Identification of the Directors to be Elected
- ---------------------------------------------
At the Meeting, the shareholders will elect three directors to hold
office until the next annual meeting of shareholders and until their
successors are duly elected and qualified. Unless contrary instructions
are given, the shares represented by the enclosed proxy will be voted
"FOR" the election of the Board of Directors' nominees listed below.
The Board of Directors has been advised that the nominees are willing
to serve as directors. If a nominee at the time of his or her election is
unable or unwilling to serve or is otherwise unavailable for election, and
as a result another nominee is designated, the persons named in the
enclosed proxy or their substitutes will have discretion and authority to
vote or to refrain from voting for the other nominee in accordance with
their judgment.
The nominees for election as directors, all of whom have been
directors since August 1981, together with certain information about them,
are as follows:
Positions
Name Age With Company
- ---- --- ------------
Earl M. Pollock 76 Chairman of the Board,
President, Chief Executive
Officer
Dorothy S. Pollock 66 Director, Secretary
Charles H. Sulzberger, Jr. 68 Director
Mr. Pollock has been Chairman of the Board, President and Chief
Executive Officer of the Company for more than five years.
Mrs. Pollock is the wife of the President and has been a Director and
Secretary of the Company for more than five years. Mrs. Pollock takes no
active role in the operation of the business.
Mr. Sulzberger was employed by Lincoln Bank (since merged with
Continental Bank, Norristown, Pennsylvania) from 1973 to 1984, at which
time he held the position of Vice President. He is currently engaged in
private investment counseling.
Meetings of the Board of Directors
- ----------------------------------
There were two meetings of the Board of Directors during fiscal 1995.
There are no standing audit, nominating or compensation committees of the
Board of Directors.
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EXECUTIVE COMPENSATION
----------------------
Summary Compensation Table
- --------------------------
The following table summarizes the compensation paid or accrued by
the Company for services rendered during fiscal 1995 to its Chief
Executive Officer and the other most highly compensated executive officers
of the Company. The Company had only three executive officers during
fiscal 1995 (these three executive officers are collectively referred to
herein as the "Executive Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term Compensation
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Annual Compensation Awards Payouts
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(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Annual Restricted LTIP All Other
Name and Compensation Stock Options Payouts Compensa-
Principal Position Year Salary ($) Bonus ($) ($) Award(s) ($) SARs (#) ($) tion ($)
- ------------------ ---- ---------- --------- ------------ ------------ -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Earl M. Pollock 1995 $229,546 -0- -0- -0- -0- -0- -0-
Chairman of the 1994 $217,317 -0- -0- -0- -0- -0- -0-
Board, President 1993 $219,717 -0- -0- -0- -0- -0- -0-
and Chief
Executive Officer
Harold J. Cooley 1995 $280,198 -0- -0- -0- -0- -0- -0-
Senior Vice 1994 $260,881 $15,000 -0- -0- -0- -0- -0-
President, 1993 $256,137 -0- -0- -0- -0- -0- -0-
Operations
Mark S. Pollock 1995 $ 96,065 -0- -0- -0- -0- -0- -0-
Treasurer and 1994 $ 79,615 $25,000 -0- -0- -0- -0- -0-
Chief Financial 1993 $ 76,000 -0- -0- -0- -0- -0- -0-
Officer
</TABLE>
Option Holdings
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The following table provides information with respect to the Executive
Officers regarding Company options held at the end of the Company's most
recent fiscal year (such Executive Officers did not exercise any options
during the most recent fiscal year).
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<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
Number of Unexercised
Options/SAR at Fiscal Value of Unexercised
Year-End (#) In-the-Money Options/SARs
Shares Acquired (#) Exercisable/ at Fiscal Year-End ($)(1)
Name on Exercise (#) Value Realized ($) Unexercisable Exercisable/Unexercisable
- ------------------- --------------- ------------------ --------------------- -------------------------
<S> <C> <C> <C> <C>
Earl M. Pollock - - -0- -0-
Harold J. Cooley - - 2,000/750 275,940/34,028
Mark S. Pollock - - 400/600 46,260/34,250
</TABLE>
(1) There is no trading market for the Company's securities. The fair
market value of the Company's Common Stock is determined by the book value
of the Company's Common Stock. On June 30, 1995, the book value of the
Company's Common Stock was $205.65 per share.
Employment Contracts and Change-in-Control Arrangements
- -------------------------------------------------------
On July 1, 1995, the Company entered into a seven-year employment
agreement with Mr. Cooley. Pursuant to the employment agreement,
Mr. Cooley is presently entitled to receive base compensation at the
annual rate of $221,000. In addition, at the end of each fiscal year
Mr. Cooley is eligible for a bonus based on certain performance-based
criteria. In the event that the Company terminates Mr. Cooley's
employment without cause, the Company is required to continue to pay
Mr. Cooley's base compensation, determined in accordance with the agreement,
for the full term of the agreement. In the event that Mr. Cooley's
employment is terminated due to death, the Company is required to continue
to make all payments otherwise payable pursuant to the agreement to
Mr. Cooley or his beneficiary, as applicable, for a period of one year
following such death. If Mr. Cooley's employment is terminated due to
disability, the Company's sole obligation is to pay Mr. Cooley's last full
year's base compensation for one year following termination due to
disability.
If the Company merges or consolidates with a company that controls
over 50% of the voting control of the Company or is acquired by any party
not an affiliate of the Company, the Company may terminate the employment
agreement and Mr. Cooley's employment. In the event of such termination,
the Company is required to pay Mr. Cooley his accrued base compensation
plus a sum equal to his most recent two full years' base compensation.
One half of such sum must be paid within thirty days of termination and
the balance must be paid within thirteen months of termination.
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Compensation of Directors
- -------------------------
Charles H. Sulzberger receives a fee of $500 per meeting of the Board
of Directors that he attends. During the fiscal year ended June 30, 1995,
the Company paid fees of $1,000 to Mr. Sulzberger.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------
The firm of Schmeltzer, Master & Gorsky served as independent public
accountants for the Company for its most recently completed fiscal year
and has been selected by the Board of Directors to serve in such capacity
for the current fiscal year. A representative of Schmeltzer, Master &
Gorsky is expected to be present at the Meeting and will have the
opportunity to make a statement if he desires to do so. The
representative is also expected to be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
---------------------
Proposals of shareholders intended to be presented at the Annual
Meeting of Shareholders in 1996 must be received by the Company by
August 15, 1996, in order to be considered for inclusion in the Company's
proxy statement and form of proxy relating to that meeting.
COST OF SOLICITATION OF PROXIES
-------------------------------
The Company will bear the cost of the solicitation of the proxies for
the Meeting, including the cost of preparing, assembling and mailing proxy
materials, the handling and tabulation of proxies received and the costs
of forwarding such materials to beneficial owners. In addition to the
mailing of the proxy material, such solicitation may be made in person or
by telephone or telegraph by directors, officers and regular employees of
the Company.
VOTE REQUIRED FOR APPROVAL
--------------------------
The three nominees for director receiving a plurality of the votes
cast at the meeting in person or by proxy shall be elected. All other
matters require for approval the favorable vote of a majority of shares
voted at the meeting in person or by proxy.
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EXHIBITS TO ANNUAL REPORT ON FORM 10-K
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THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY
THIS PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF
EXHIBITS TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR ITS MOST RECENT FISCAL YEAR. THE
EXHIBITS ARE LISTED IN THE COPY OF SUCH REPORT BEING PROVIDED TO
SHAREHOLDERS WITH THIS PROXY STATEMENT. SUCH WRITTEN REQUEST SHOULD BE
DIRECTED TO MARK S. POLLOCK, TREASURER AND CHIEF FINANCIAL OFFICER, AT THE
ADDRESS OF THE COMPANY APPEARING ON THE FIRST PAGE OF THIS PROXY
STATEMENT.
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NUCLEAR RESEARCH CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Earl M. Pollock and Mark S. Pollock,
or either of them, proxies (each with full power of substitution) to vote
as indicated below and in their discretion upon such other matters as may
properly come before the meeting, all shares of Common Stock which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of Nuclear Research Corporation to be held on
December 11, 1995, and at any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS [ ] FOR all three nominees [ ] WITHHOLD
INDICATED IN THE PROXY for Director listed AUTHORITY to
STATEMENT below. vote for all
nominees listed
below.
Earl M. Pollock, Dorothy S. Pollock, Charles H. Sulzberger, Jr.
(INSTRUCTION: to withhold authority to vote for any individual nominee,
write that nominee's name on the line below.)
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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 the election of the listed nominees as
director. This proxy also delegates discretionary authority to vote with
respect to any other business which may properly come before the meeting
or any adjournment or postponement thereof.
PLEASE SIGN AND DATE THIS PROXY BELOW
DATE:
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(Signature of Shareholder)
If shares are registered in more than one name, all owners should sign.
If signing as attorney, executor, administrator, guardian, or corporate
official, please give your full title.
