<PAGE>
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.
<PAGE>
(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 13, 1996
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<PAGE>
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, 1996
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The Annual Meeting of Shareholders of Nuclear Research
Corporation will be held at 10:00 A.M. on Wednesday, December 11, 1996 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 for
the ensuing year and until their respective successors have been
duly elected and qualified.
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, 1996 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 13, 1996
<PAGE>
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 13, 1996.
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, 1996, 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
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<PAGE>
of directors nominated. They may allocate their votes to one director or any
combination of directors.
Security Ownership of Management and Principal Shareholders
The following table sets forth as of October 31, 1996 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 named executive officers of the Company (as
identified under "Executive Compensation," below) and (iv) all directors and
named 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.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership (2) of Class
- ------------------- ------------------------ --------
<S> <C> <C>
Earl M. Pollock 15,751 (3) 43.5%
Dorothy S. Pollock 7,751 (4) 27.5%
Harold J. Cooley 2,327 (5) 7.6%
Mark S. Pollock 2,406 (6) 8.3%
Charles H. Sulzberger, Jr. 1,896 6.7%
Directors and officers as 30,131 (3)(5)(6) 76.9%
a group (5 persons)
</TABLE>
- ----------
(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 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, 1996.
(3) Includes 8,000 shares issuable upon exercise of warrants. 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.
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<PAGE>
(5) Includes 2,300 shares that Mr. Cooley has the option to purchase, all of
which are currently exercisable. Excludes an aggregate of 450 shares
issuable upon exercise of options held by Mr. Cooley that are not
exercisable within 60 days.
(6) Includes an aggregate of 700 shares issuable upon the exercise of options
granted to Mark S. Pollock, all of which are currently exercisable; also
includes 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 300 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 at $100 per share. The warrants
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 to Mr. Pollock
warrants for the purchase of 3,000 shares of the Company's common stock
exercisable 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.
ELECTION OF DIRECTORS
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.
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<PAGE>
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 77 Chairman of the Board, President,
Chief Executive Officer
Dorothy S. Pollock 67 Director, Secretary
Charles H. 69 Director
Sulzberger, Jr.
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, which is now part of PNC Bank, N.A.)
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
1996. There are no standing audit, nominating or compensation committees of the
Board of Directors.
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<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides certain summary information
concerning compensation paid or accrued by the Company, for its fiscal year
ended June 30, 1996, to or on behalf of the Company's Chief Executive Officer
and the other most highly compensated executive officers of the Company (the
Company had only three executive officers during fiscal 1996).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
----------------------------------------------------------------------------------------
(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 1996 $226,622 -0- -0- -0- -0- -0- $ -0-
Chairman of the 1995 $229,546 -0- -0- -0- -0- -0- $ -0-
Board, President 1994 $217,317 -0- -0- -0- -0- -0- $ -0-
and Chief
Executive Officer
Harold J. Cooley 1996 $225,514 $ 46,153 -0- -0- -0- -0- $17,384*
Senior Vice 1995 $280,198 -0- -0- -0- -0- -0- $ -0-
President, 1994 $260,881 $ 15,000 -0- -0- -0- $ -0-
Operations
Mark S. Pollock 1996 $106,212 -0- -0- -0- -0- -0- $ -0-
Treasurer and 1995 $ 96,065 -0- -0- -0- -0- -0- $ -0-
Chief Financial 1994 $ 79,615 $ 25,000 -0- -0- -0- -0- $ -0-
Officer
====================================================================================================================================
====================================================================================================================================
</TABLE>
* Payments for accrued, unused vacation time.
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<PAGE>
Option Holdings
The following table provides information regarding Company
options held by the Company's named executive officers at the end of the
Company's most recent fiscal year (such officers did not exercise any options
during the most recent fiscal year).
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
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- (2) -
Harold J. Cooley - - 2,150/600 413,014/63,576
Mark S. Pollock - - 600/400 98,716/42,384
===========================================================================================================================
===========================================================================================================================
</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, 1996, the book value of the Company's Common
Stock was $266.24 per share.
(2) See also "Certain Relationships and Related Transactions" for a description
of warrants for the purchase of the Company's Common Stock that were granted to
Earl M. Pollock in connection with and as partial consideration for a loan to
the Company by Mr. Pollock and the execution of a surety agreement by Mr.
Pollock as security for the Company's credit facilities.
Employment Contracts and Change-in-Control Arrangements
On July 1, 1995, the Company entered into a seven-year
employment agreement with Harold J. Cooley. Pursuant to the employment
agreement, Mr. Cooley is presently entitled to receive base compensation at the
annual rate of $225,992. 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 his 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.
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<PAGE>
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.
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, 1996,
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 1997 must be received by the Company by July 15,
1997, 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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<PAGE>
EXHIBITS TO ANNUAL REPORT ON FORM 10-K
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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<PAGE>
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, 1996, 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: ____________________________________________________________________
__________________________________________________________________________
(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.
