<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-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, 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)(1) 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 (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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5) Total fee paid:
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/ / 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:
November 14, 1997
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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 10, 1997
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The Annual Meeting of Shareholders of Nuclear Research
Corporation will be held at 10:00 A.M. on Wednesday, December 10, 1997 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, 1997 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.
/s/ Dorothy S. Pollock
Secretary
November 14, 1997
<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 14, 1997.
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, 1997, 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, 1997
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.
Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership (2) of Class
- ------------------- ------------------------ --------
Earl M. Pollock 15,751 (3) 43.5%
Dorothy S. Pollock 7,751 (4) 27.5%
Harold J. Cooley 2,477 (5) 8.1%
Mark S. Pollock 2,506 (6) 8.6%
Charles H. Sulzberger, Jr. 1,896 6.7%
Directors and officers as 30,381 (3)(5)(6) 77.3%
a group (5 persons)
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(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, 1997.
(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.
(5) Includes 2,450 shares that Mr. Cooley has the option to purchase, all
of which are currently exercisable. Excludes an aggregate of 300
shares issuable upon exercise of options held by Mr. Cooley that are
not exercisable within 60 days.
(6) Includes an aggregate of 800 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,
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of which he is a co-executor, as to which shares he disclaims
beneficial ownership. Excludes an aggregate of 200 shares issuable
upon exercise of options held by Mark S. Pollock which are not
exercisable within 60 days. Mark S. Pollock has resigned from the
Company, effective November 21, 1997. All of Mr. Pollock's
unexercised options will terminate, according to their terms, on
February 21, 1997.
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.
On January 14, 1997, in connection with the execution of new loan agreements
with the Company, the Bank released the non-recourse surety agreement.
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.
The nominees for election as directors, all of whom have been
directors since August 1981, together with certain information about them, are
as follows:
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Positions
Name Age With Company
- ---- --- ------------
Earl M. Pollock 78 Chairman of the Board, President,
Chief Executive Officer
Dorothy S. Pollock 68 Director, Secretary
Charles H. 70 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 three meetings of the Board of Directors during
fiscal 1997. There are no standing audit, nominating or compensation
committees of the Board of Directors.
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, 1997, 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 1997).
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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 1997 $249,343 -0- -0- | -0- -0- | -0- | $ -0-
Chairman of the 1996 $226,622 -0- -0- | -0- -0- | -0- | $ -0-
Board, President 1995 $229,546 -0- -0- | -0- -0- | -0- | $ -0-
and Chief | | |
Executive Officer | | |
| | |
Harold J. Cooley 1997 $230,342 -0- -0- | -0- -0- | -0- | $22,600*
Senior Vice 1996 $225,514 $ 46,153 -0- | -0- -0- | -0- | $17,384*
President, 1995 $280,198 -0- -0- | -0- -0- | | $ -0-
Operations | | |
| | |
Mark S. Pollock 1997 $108,000 -0- -0- | -0- -0- | -0- | $ 8,308*
Treasurer and 1996 $106,212 -0- -0- | -0- -0- | -0- | $ -0-
Chief Financial 1995 $ 96,065 -0- -0- | -0- -0- | -0- | $ -0-
Officer | | |
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| | |
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* Payments for accrued, unused vacation time.
</TABLE>
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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(2) - - -0- -
Harold J. Cooley - - 2,300/450 $322,763/26,915
Mark S. Pollock - - 700/300 $ 77,007/17,943
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</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, 1997, the book value of the Company's
Common Stock was $220.09 per share.
(2) See Item 13 "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
non-recourse 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 $235,040. 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, 1997, the
Company paid fees of $1,500 to Mr. Sulzberger.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Schmeltzer Master Group, P.C. 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 1998 must be received by the Company by July 17,
1998, 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
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 EARL M.
POLLOCK, PRESIDENT, 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 proxy (with full
power of substitution) to vote as indicated below and in his 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 10, 1997, 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.
