<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:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
O.I. CORPORATION
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
O.I. CORPORATION
O.I. CORPORATION BUILDING
151 GRAHAM ROAD, P.O. BOX 9010
COLLEGE STATION, TEXAS 77842-9010
(409) 690-1711
March 25, 1996
Dear Shareholder:
You are invited to attend the annual meeting of shareholders which will be
held at the Hyatt Regency Hotel, 1200 Louisiana Street, Houston, Texas on
Tuesday, May 7, 1996, at 3:00 p.m.
The matters to be considered at the meeting are described in the formal
notice and proxy statement accompanying this letter. Such matters consists of:
(i) the election of directors;
(ii) the ratification of the appointment of independent auditors;
(iii) the transaction of such other business as may properly come
before the meeting.
After completing the business of the meeting, we will discuss fiscal year
1995 results and the current outlook for the Company. There will be a period
for questions and discussion with the Company's officers and directors.
If you plan to be present, please notify the Secretary of the Company so
that the necessary arrangements can be made for your attendance. Regardless of
whether you plan to personally attend, it is important that your shares be
represented at the meeting; therefore, please date, sign and return your
postage-paid proxy card at your earliest convenience.
William W. Botts
President and
Chief Executive Officer
<PAGE> 3
O.I. CORPORATION
151 GRAHAM ROAD, P.O. BOX 9010
COLLEGE STATION, TEXAS 77842-9010
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 7, 1996
To the Shareholders of O.I. Corporation:
You are hereby notified that the Annual Meeting of Shareholders of O. I.
Corporation will be held on Tuesday, May 7, 1996 at 3:00 p.m. at the Hyatt
Regency Hotel, 1200 Louisiana Street, Houston, Texas, for the purposes of
considering and voting upon the following matters proposed by the Board of
Directors:
(i) the election of directors;
(ii) the ratification of the appointment of independent auditors;
(iii) the transaction of such other business as may properly come
before the meeting.
The stock transfer books will not be closed, but only shareholders of
record at the close of business on March 11, 1996, will be entitled to notice
of and to vote at the meeting.
You are cordially invited to attend the meeting. Even if you plan to
attend, you are requested to date, sign and return the enclosed proxy at your
earliest convenience on the enclosed card. You may revoke your proxy at any
time prior to exercise.
By Order of the Board of Directors
Jane A. Smith
Vice President-Corporate Secretary
March 25, 1996
<PAGE> 4
O.I. CORPORATION
151 GRAHAM ROAD, P.O. BOX 9010
COLLEGE STATION, TEXAS 77842-9010
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of O.I. Corporation (the
"Company") in connection with the solicitation of proxies to be used in voting
at the annual meeting of shareholders to be held on May 7, 1996. It is first
being mailed to shareholders on or about March 25, 1996. The enclosed proxy is
solicited on behalf of the Board of Directors of the Company. The person
giving the enclosed proxy has the power to revoke it by giving notice to the
Secretary in person, or by written notification actually received by the
Secretary, at any time prior to its being exercised.
The Company will bear the cost of the solicitation of the proxies, including
the charges and expenses of brokerage firms and others for forwarding
solicitation material to beneficial owners of stock. It is possible that
further solicitation of proxies will be made by telephone or oral communication
with some shareholders of the Company following the original solicitation. All
further solicitations will be made by either the Company's transfer agent or by
regular employees of the Company, neither of whom will be additionally
compensated therefor.
GENERAL INFORMATION
The mailing address of the Company's principal executive offices is O.I.
Corporation, P.O. Box 9010, College Station, Texas 77842-9010. The Company's
telephone number is (409) 690-1711, and its FAX number is (409) 690-0440.
VOTING SECURITIES OUTSTANDING
As of March 11, 1996, there were 3,942,750 shares of common stock, par value
$0.10 per share, ("Common Stock"), of the Company issued and outstanding, and
each share is entitled to one vote. Only holders of Common Stock of record at
the close of business on March 11, 1996, will be entitled to vote at the
meeting. In determining the number of shares entitled to vote on any matter,
shares not voted on a matter (including elections) will not be treated as
entitled to vote. A share shall be treated as being present at the meeting
whether or not such shares are voted.
In the absence of a quorum (1,971,376 shares) at the meeting, either in person
or by proxy, the meeting may be adjourned from time to time for not more than
29 days, without notice, other than announcement at the meeting, until a quorum
shall be formed.
1
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of the Company's Common
Stock with respect to each person known by the Company to be the beneficial
owner of more than five percent of the Company's currently outstanding shares
as of December 31, 1995.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
-------------------- -------------------- --------
<S> <C> <C>
William W. Botts . . . . . . . . . . . . . . . . . . 296,000(1) 7.2%
P.O. Box 9010
College Station, Texas 77842-9010
</TABLE>
_______________
(1) Includes 190,000 shares subject to presently exercisable options.
ELECTION OF DIRECTORS
PROPOSAL 1: THE BOARD OF DIRECTORS HAS NOMINATED AND URGES YOU TO VOTE
FOR THE FIVE NOMINEES LISTED BELOW. PROXIES SOLICITED HEREBY WILL BE SO VOTED
UNLESS SHAREHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES. THE AFFIRMATIVE VOTE
OF THE HOLDERS OF A PLURALITY OF THE SHARES OF COMMON STOCK PRESENT IN PERSON
OR BY PROXY AT THE MEETING AND ENTITLED TO VOTE IS REQUIRED FOR APPROVAL OF
THIS PROPOSAL.
At the meeting, five (5) directors are to be elected to serve for the ensuing
year and until their respective successors are elected and qualified, in
accordance with the provisions of the bylaws. The shareholders are being asked
to vote for the election of Messrs. Anderson, Botts, Heath, King, and Whited.
Each of such nominees is currently a member of the Board of Directors, with the
exception of Mr. Whited. Unless otherwise marked, the shares represented by
the enclosed proxy will be voted "FOR" the election as directors of the five
(5) nominees named above. The proxy cannot be voted for a greater number of
persons than the number of nominees named. If any nominee becomes unavailable
for any reason, or if a vacancy should occur before the election (which events
are not anticipated), the shares represented by the enclosed proxy may be voted
for such person as may be determined by the holders of such proxy.
NOMINEES FOR BOARD OF DIRECTORS
The nominees to serve as directors of the Company until the next annual meeting
of shareholders and until their successors are elected and qualified, and
certain information with respect to the business experience of each nominee
during the last five years, is set forth below.
WILLIAM W. BOTTS. Mr. Botts has served on the Board of Directors since
1985. Prior to joining the Company, Mr. Botts was Executive Vice-President and
Chief Operating Officer of The Brandt Company, a privately owned oil field
service company headquartered in Houston, Texas until it was sold to TRW, Inc.
in August 1982. At the time of such sale, he was named Vice-President and
General Manager of the Brandt Division of TRW Inc. Mr. Botts served in that
position until he was elected President and Chief Operating Officer of the
Company on February 1, 1985, Chief Executive Officer on July 19, 1985, and
Chairman of the Board of Directors on May 26, 1986.
JACK S. ANDERSON. Mr. Anderson has served on the Board of Directors since
1980. Prior to joining the Company, Mr. Anderson was Senior Vice President of
NL Petroleum Services in Houston, Texas from June 1969 to September 1980. He
was Executive Vice President and Director of GEO International, Houston, Texas
from October 1980 to October 1983, and from October 1983 until the present, he
has served as President of Jasada
2
<PAGE> 6
Corporation, an investment firm located in Houston, Texas. Mr. Anderson has
served since November 1983 as President of Anlo Energy, Inc., a mining company.
Mr. Anderson serves as an executive officer and director of Califone
International located in Los Angeles, California and Virosafe Inc. located in
Houston, both of which are privately owned companies.
J. LESTER HEATH. Mr. Heath has served on the Board of Directors since
1985. Prior to joining the Company, Mr. Heath was President of the Vector
Cable Company, Sugarland, Texas from 1972 until his retirement in 1981. Vector
Cable Company, a manufacturer of cable, is a wholly-owned subsidiary of
Schlumberger, Inc., a diversified oil field service company. From 1983 to
1988, Mr. Heath served as President of National Line Products, Inc., of
Houston, Texas, an industrial products distributor. He currently serves as
President of Lester Heath Consultants, Inc., and Secretary and Director of
Virosafe, Inc., Houston, Texas.
EDWIN B. KING. Mr. King has served on the Board of Directors since
February 1995. Prior to joining the Company, Mr. King was President of Gulf
Chemical & Metallurgical Co., of Texas City, Texas, a chemical and
metallurgical processing company from 1969 to 1984. From 1984 to the present,
Mr. King has held the position of President and director of Asoma Instruments,
Inc. of Austin, Texas, an analytical instrument manufacturer; and President,
co-owner, and director of Jumbo Mining Company, a mining company whose
principal operations are located in Winnemucca, Nevada and Delta, Utah. He
also serves as director of Asoma (Utah) Inc. He was elected as a director of
the Company on February 13, 1995.
CRAIG R. WHITED. From 1975 to the present, Mr. Whited has held numerous
financial and consulting positions. From 1975 to 1979, he was a CPA,
management consultant, and supervisor for the auditing firm of Deloitte,
Haskins & Sells CPAs, Los Angeles, California. From 1979 to 1986, he served as
Vice President of Finance for Penberthy Lumber Company, a major hardwood lumber
products manufacturer and importer, Los Angeles, California. From 1986 to
1988, he served as President and Chief Financial Officer of Connor Forest
Industries, Inc., a major domestic hardwood lumber products grower and
manufacturer, with offices in California, Michigan and Texas. From 1987 to
1988, he served as Senior Vice President and Chief Financial Officer of
Bridgewater Resources Corporation, the domestic holding company of a European
conglomerate engaged in the manufacture of lumber products, electronics, and
real estate development, with offices in California, Michigan, New York, and
Texas. From 1988 to the present, Mr. Whited has served as President and Chief
Executive Officer of The Oxford Group, Inc., a management and financial
consulting firm, with offices in both Los Angeles, California and Las Vegas,
Nevada.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information with respect to (i) the name and age
of each director and nominee for director, (ii) the total number of shares of
common stock of the Company beneficially owned by each director and nominee for
director, by each of the executive officers named below under "Compensation of
Executive Officers--Summary Compensation Table," and by all directors and
executive officers as a group and (iii) the percentage of the outstanding
common stock so owned by each, as of March 1, 1996. Unless otherwise
indicated, each person named in the table owns the shares listed below and has
sole voting and investment power with respect to such shares.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF CLASS
D IRECTOR OF BENEFICIAL OF COMMON
NAME AND TITLE AGE SINCE OWNERSHIP STOCK
<S> <C> <C> <C> <C>
William W. Botts 53 1986 296,000(1) 7.2
President, Chairman of the Board
Chief Executive Officer
Jack S. Anderson 70 1980 18,000(2) *
Director
</TABLE>
3
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C>
J. Lester Heath 74 1985 14,000(2) *
Director
Edwin B. King 68 1995 13,000(3) *
Director
Craig R. Whited 49 88,600 2.2
Director Nominee
William R. Hart 59 44,794(4) 1.1
Vice President/Director of Marketing
Gary D. Sides 48 4,000(5) --
Vice President
Dennis D. Schupp 51 12,120 *
Vice President
Directors and executive officers as a group 508,714(6) 12.4%
</TABLE>
_______________
* Beneficial ownership of less than 1% of the class is omitted.
1. Includes 90,000 shares subject to presently exercisable options.
2. Includes 3,000 shares subject to presently exercisable options.
3. Includes 1,000 shares subject to presently exercisable options.
4. Includes 38,001 shares subject to presently exercisable options.
5. Shares subject to presently exercisable options.
6. Includes 149,501 shares subject to presently exercisable options.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Directors are elected at each annual meeting of shareholders and serve until a
successor shall be elected and qualified at an appropriate annual meeting of
the shareholders. Vacancies may be filled by a majority of the remaining
directors. The Company's Board of Directors met five times during 1995. The
Board of Directors has a standing Executive Committee, Stock Option and
Compensation Committee, Finance and Audit Committee and a special Product
Technology Committee. The Company does not have a Nominating Committee.
During 1995, the Executive Committee met once, the Stock Option and
Compensation Committee met once, and the Finance and Audit Committee met twice.
Each member of the Board of Directors attended all the meetings of the Board of
Directors and the committees of which such person was a member during 1995.
EXECUTIVE COMMITTEE. The Executive Committee consists of Messrs. Anderson and
Botts. During intervals between meetings of the Board of Directors, this
committee may exercise all the powers and authority of the Board of Directors,
subject only to such limitations as may be provided by law or by the Board of
Directors, in the management of the business and affairs of the Company.
STOCK OPTION AND COMPENSATION COMMITTEE. The Stock Option and Compensation
Committee (the "Compensation Committee") consists of Messrs. Anderson, Heath
and King. Functions of this committee are to approve and recommend to the
Board of Directors the approval of remuneration arrangements of directors and
senior management personnel, adopting, subject to Board approval, compensation
plans for officers and directors and administering and granting benefits
pursuant to such plans.
FINANCE AND AUDIT COMMITTEE. The Finance and Audit Committee consists of
Messrs. Anderson, Heath, and King. The function of this committee is to (A)
investigate and study matters relating to the operations and finances
4
<PAGE> 8
of the Company, (B) meet periodically with the Company's management and its
independent public accountants to review (i) their reports relating to their
examination of the financial statements and of the internal accounting control
systems of the Company, (ii) their recommendations for strengthening internal
controls and improving operating procedures and (iii) compliance by Company
personnel with Company policies relating to various governmental laws and
regulations dealing with ethics, conflicts of interest and disbursements of
corporate funds, and (C) to give advice and make recommendations with respect
to such matters.
COMPENSATION OF DIRECTORS
Non-employee directors received a fee of $1000 for each Board of Directors
meeting attended and $500 for each committee meeting attended. Directors who
are also officers or employees of the Company receive no additional
compensation for attendance at such Board or committee meetings. For the
fiscal year ended December 31, 1995, directors fees paid were: Mr. Anderson,
$7,000; Mr. Botts, $0; Mr. Heath, $7,000; and Mr. King, $6,500.
As a result of shareholder approval of the Company's 1993 Incentive
Compensation Plan, each non-employee director was granted a stock option for
1,000 shares at an exercise price of $3.50 (the fair market value of a share of
Common Stock on May 2, 1995, the day of grant). The options (i) have an
exercise price equal to the fair market value of a share of Common Stock on the
date of grant; (ii) vest six months from the date of grant, (iii) are
exercisable to the extent vested for a period of (a) three months following
termination of service as a director for reasons other than retirement,
disability, death or cause and (b) generally, twelve months following
termination of service as a director for retirement, disability or death; (iv)
have a term of ten years and; (v) are exercisable in full following a "change
in control" event (as defined in the Incentive Plan).
COMPENSATION OF EXECUTIVE OFFICERS
The following table lists, for the year ended December 31, 1995, cash
compensation paid by the Company to each of the most highly compensated
executive officers whose cash compensation exceeded $100,000 during 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
---------------------------------- -------------
All Other
Options/ Compen-
Name and Salary Bonus SARs sation
Principal Position Year ($) ($)(1) (#)(2) ($)(3)
- ------------------ ---- ---------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
William W. Botts 1995 $ 134,962 $ -0- 50,000 $ 21,046
President/Chief 1994 $ 145,000 $ -0- -0- $ 21,459
Executive Officer 1993 $ 145,000 $ 10,000 -0- $ 24,965
Dr. Gary D. Sides 1995 $ 94,423 $ 12,231 (5) 5,000 $ 4,716
Vice President 1994 $ 101,859 $ 12,231 (5) 20,000 $ 1,809
William R. Hart 1995 $ 90,170 $ -0- 5,000 $ 7,323
Vice President/ 1994 $ 100,000 $ -0- 8,000 $ 8,828 (4)
Director of Marketing 1993 $ 96,808 $ 10,000 8,000 $ 10,315
</TABLE>
_______________
1. The above amounts include bonuses paid in January for the previous year.
5
<PAGE> 9
2. No SARs were granted to the named executives.
3. The amounts in this column represent contributions to the 401K Plan for
each of the named executives as well as a life insurance premium in the
amount of $15,000 per year for Mr. Botts.
4. This amount includes $780 for the Company's contribution to the Employee
Stock Purchase Plan.
5. This amount reflects an annual bonus that is paid to Dr. Sides as a result
of an agreement with CMS Research Corporation.
The following table sets forth certain information with respect to stock
options granted to the indicated persons between January 1, 1995 and December
31, 1995.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
- --------------------------------------------------------------------------------
% of Total
Number of Options/ Potential
Securities SARs Realizable Value
Underlying Granted to at Assumed Annual
Options/ Employees Exercise or Rates of Stock
SARs in Fiscal Base Price Expiration Price Appreciation
Name Granted(#)(1) Year ($/Sh) Date for Option Term (2)
- ------------------- ------------- ----------- ------------ --------------- ---------------------
5% ($) 10% ($)
------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gary D. Sides 5,000 6% $2.50 Dec. 6, 2005 $ 20,361 $ 32,422
William W. Hart 5,000 6% $2.50 Dec. 6, 2005 $ 20,361 $ 32,422
William W. Botts 50,000 62% $2.50 Dec. 6, 2005 $ 203,612 $ 324,218
</TABLE>
_______________
1. Options vest 33-1/3% annually from date of grant. No SARs were granted.
Exercisability may be accelerated upon the occurrence of a "change in
control event" (as defined in the Company's 1987 Stock Option and SAR
Plan).
2. The Securities and Exchange Commission requires disclosure of the potential
realizable value. The disclosure assumes the option will be held for the
full ten-year term prior to exercise. Such option may be exercised prior
to the end of such ten-year term.
CERTAIN TRANSACTIONS, EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS. Under the terms of an employment agreement
with the Company effective May 17, 1995 and terminating May 17, 1996, Mr.
Botts, a Director of the Company, is performing executive duties as President
and Chief Executive Officer of the Company. Compensation paid pursuant to this
agreement includes an annual salary as determined by the Board of Directors
(such amount is included in the Cash Compensation Table above), a life
insurance policy and an automobile allowance. The employment agreement remains
in effect until its expiration date, unless Mr. Botts dies, becomes disabled or
violates his duty of loyalty to the Company following a change in control of
the Company. If Mr. Botts is terminated for any reason, other than as set
forth in the preceding sentence, following a change in control of the Company,
he will be entitled to up to three years of salary continuation.
As a result of the acquisition of CMS Research Corporation ("CMS"), the Company
entered into an employment agreement with Gary D. Sides, effective January 4,
1994 and terminating January 4, 1997. Pursuant to the agreement, Dr. Sides was
appointed Vice President of O.I. Corporation and performs executive duties as
President of CMS Research Corporation. Compensation paid to Dr. Sides pursuant
to the agreement includes an annual salary as determined by the Board of
Directors and an automobile allowance. If Dr. Sides is terminated under the
agreement, for reason other than breach of the agreement, he will be entitled
to up to three years of salary continuation.
6
<PAGE> 10
COMPENSATION COMMITTEE REPORT
COMPENSATION PHILOSOPHY
The Company's primary business objective is to maximize shareholder value over
the long term. To help accomplish this objective, the Committee has developed
an overall executive compensation philosophy with goals as follows:
o Attract, retain, and motivate key executives;
o Reward performance rather than create a sense of entitlement;
o Align executive and shareholder interests by stock ownership;
o Assure that objectives for corporate and individual performance are
established and measured.
For comparison of peer performance, and in order to maintain consistency in the
Company's method of determining executive compensation for 1995, the Company
used a method for selecting comparable companies, which included searches in
various data bases from the NASDAQ National Market System, Media General
Financial Services, and Standard Industrial Classification (SIC) Codes 382
(Laboratory and Analytical Instruments) and 3823 (Process Control Instruments),
as shown in the graph on Page 9 hereof. Management believes that SIC Code 382
contains companies which most closely represent an established grouping of
which the Company may be called a peer. The Company was not able to obtain
compensation information for all of the companies in SIC Code 382; however,
certain companies within such classification (including Andros, Arizona
Instruments, CEM, Dionex, Isco, Perkin Elmer, TSI, and Thermo Instruments) were
compared to the Company in terms of growth in revenue, operating profit, net
income, earnings per share, average return on assets and equity and
compensation of executive management. Compensation of Company executives was
set to correspond to a range of what is believed to be between the mid-to-high
end of compensation ranges for executives in such companies, with further
consideration based on the Company's performance compared to such companies.
It should be noted, however, that the CEO and other executive officers are at
risk for compensation through both bonuses and stock option appreciation, as
reflected in the 1994 and 1995 compensation.
BASE SALARIES
The Committee reviews annually each executive's base salary. Base salaries are
targeted at median levels for public companies of O.I. Corporation's relative
size, as discussed above, but are determined primarily by individual
performance relative to achieving Company goals. It is believed that base
salaries paid in 1995 to the named executive and the CEO were consistent with
such policy.
When evaluating individual performance, the Committee considers the executive's
efforts in promoting Company values; contribution to the Company's financial
performance; developing and executing a strategic plan for growth in revenues
and net income; improving product quality; specific job responsibilities, prior
experience, job knowledge, and written performance appraisals for each
executive. No specific weights have been assigned to the various factors.
The base salary of Mr. William W. Botts (Chairman of the Board, CEO, and
President of the Company) and other executives of the Company were reviewed at
the December 1995 meeting of the Compensation Committee. In view of the
Company failing to meet certain predetermined financial goals relating to
growth in sales, net income, earnings per share, return on assets, and
shareholders' equity for the 1995 fiscal year, Mr. Botts and Mr. Hart, as
reflected in the Summary Compensation Table on page 5 of this proxy statement,
voluntarily reduced their base salary as part of a cost containment program
initiated in June 1995. Until such reduction, Mr. Botts' salary had remained
substantially at the same level since December 1991. Mr. Hart's compensation
plan includes a base salary and a sales commission plan, which provides for a
sales commission paid on the amount of sales of certain products. Some
officers of the Company did receive salary increases based on individual
performance during 1995.
7
<PAGE> 11
ANNUAL CASH INCENTIVES
Annual cash bonuses provide executives with direct financial incentives to
achieve corporate and individual performance goals. Written individual
performance appraisals and the extent to which the Company met its financial
goals for growth in revenue, operating profit, net income, earnings per share,
and average return on assets and equity are used in determining bonuses for
each executive. Performance is also judged on the achievement of business plan
goals relating to improving product quality and productivity and growth through
new product development and acquisitions. No specific weights have been
assigned to the various factors.
During 1995, the markets served by the Company remained soft, substantial
consolidation occurred among the buyers to whom the Company sells its products,
and therefore, management performance was evaluated on an officer's ability to
change strategy and cope with such market conditions, including his or her
ability to hold market share, contain cost, and maintain customer satisfaction,
as well as develop new products and acquire additional products or businesses.
No bonuses were awarded for 1995 despite the development and implementation of
a strategy which maintained profitability in spite of a declining market demand
for the Company's products. As shown in the Summary Compensation Table on page
5 of this proxy statement, Mr. Botts and Mr. Hart did not receive bonuses. Dr.
Sides received a bonus in accordance with an agreement with CMS, which was
entered prior to the merger of CMS and the Company. Such agreement provides
that Dr. Sides will receive a bonus of $3,057 per quarter until June, 1997.
LONG-TERM INCENTIVES (STOCK OPTIONS)
Long-term incentives are provided pursuant to the Company's 1993 Incentive
Compensation Plan. The Committee determines annually the total amount of
options that will be made available to the Company's executives. The amount of
options granted each year are based on the executive's total compensation
package and reflect the desire of the Compensation Committee to encourage
equity ownership by the Company's executives in order to provide an appropriate
link to the interest of the stockholders, to reward prior performance, and to
provide long-term incentive award opportunities.
The stock option grants for 1995 were determined based on the performance of
each executive with respect to their contribution to the Company's financial
performance, measured as discussed above, together with an appraisal of the
extent to which pre-established objectives were achieved, as well as the
Committee's perception of the executive's ability and potential to contribute
to the growth and profitability of the Company, to identify changing business
conditions (such as market changes and competitive threats), and to respond
with appropriate business strategies. No specific weights have been assigned
to the foregoing factors. In 1995, grants covering 50,000 shares were made to
Mr. Botts, 5,000 to Mr. Hart, 5,000 to Dr. Sides (granted in accordance with
the terms of the Company's acquisition of CMS and the Company), and a total of
20,500 shares to other employees.
Mr. Botts, as reflected in the Summary Compensation Table on page 5 of this
proxy statement, received stock options for 50,000 shares for the year ended
1995. This decision was based on both the Company's achievement of certain
predetermined goals for the 1995 fiscal year as well as the Committee's
consideration of Mr. Botts' failure to receive stock option grants in 1992,
1993, and 1994. The 1995 grants are designed to insure Mr. Botts' long-term
perspective for Company and stock price performance.
SUMMARY
The Committee believes that the incentive compensation program for the
executives of the Company is comparable to the compensation programs provided
by comparable companies and serves the best interest of the shareholders of the
Company. The Committee also believes that annual performance pay is
appropriately linked to individual performance, the Company's annual financial
performance, and shareholder value. The Company intends to continue its
program for setting executive compensation as outlined above.
8
<PAGE> 12
The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such acts.
The foregoing report is given by the following members of the Compensation
Committee:
Jack S. Anderson
J. Lester Heath
Edwin B. King
9
<PAGE> 13
FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG O.I. CORPORATION, NASDAQ MARKET INDEX AND PEER GROUP INDEX
Set forth below are a line graph and a table comparing the yearly percentage
change in the cumulative total shareholder return (change in year-end stock
price plus reinvested dividends) on the Company's Common Stock against the
cumulative total return of the NASDAQ Market Index and a peer group index
consisting of public companies with the Company's Standard Industrial
Classification ("SIC") Code (Laboratory and Analytical Instruments) for the
period of five years beginning at the beginning of fiscal year 1991. The SIC
Code for Laboratory and Analytical Instruments includes over ninety (90)
issuers, such as Andros, Arizona Instrument, CEM, Dionex, Isco, Perkin Elmer,
Thermo Instrument and TSI.
<TABLE>
<CAPTION>
===================================================================================
COMPANY 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------
O.I. CORPORATION 100 431 153 128 97 73
- -----------------------------------------------------------------------------------
SIC CODE 382 100 144 158 182 187 278
- -----------------------------------------------------------------------------------
NASDAQ MARKET INDEX 100 128 130 156 163 212
===================================================================================
</TABLE>
The foregoing stock price performance comparisons shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act or under the
Exchange Act, except to the extent that the Company specifically incorporates
this graph by reference, and shall not otherwise be deemed filed under such
acts.
There can be no assurance that the Company's stock performance will continue
into the future with the same or similar trends depicted in the graph above.
The Company will not make or endorse any predictions as to future stock
performance.
10
<PAGE> 14
RATIFICATION OF INDEPENDENT AUDITORS
PROPOSAL 2: THE BOARD OF DIRECTORS HAS UNANIMOUSLY SELECTED PRICE
WATERHOUSE AND URGES YOU TO VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF
SUCH FIRM, AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR 1996. PROXIES
SOLICITED HEREBY WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN
THEIR PROXIES. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE COMMON
STOCK PRESENT IN PERSON OR BY PROXY AT THE MEETING AND ENTITLED TO VOTE IS
REQUIRED FOR APPROVAL OF THIS PROPOSAL.
By action of the Board of Directors, Price Waterhouse has been selected as
independent auditors of the Company for the year ending December 31, 1996, and
the Board of Directors proposes the ratification of such selection. Price
Waterhouse was chosen as independent auditors for the Company during 1995 for
the year ended December 31, 1995. A member or members of the firm of Price
Waterhouse will be present at the annual meeting of shareholders and will be
available to respond to appropriate questions.
During the Company's two most recent fiscal years and the subsequent period
preceding March 17, 1992, there were not any disagreements with the former
accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
SHAREHOLDERS PROPOSALS
No shareholder's proposals were received for inclusion in this Proxy Statement.
The Company has also adopted Bylaw provisions which require the nominations of
persons for election to the Board of Directors and the proposal of business by
shareholders at an annual meeting of shareholders must fulfill certain
requirements which include the requirement that notice of such nominations or
proposals must be delivered to the Secretary of the Company not less than 60
days nor more than 90 days prior to the anniversary of the prior annual
meeting. In order to be timely for next year's annual meeting such notice must
be delivered between February 7, 1997 and March 8, 1997.
OTHER MATTERS
Management knows of no other matters to be brought before the annual meeting of
shareholders at the time and place indicated in the notice thereof; however, if
any additional matters are properly brought before the meeting, the persons
named in the enclosed proxy shall vote the proxies in their discretion in the
manner they believe to be in the best interest of the Company.
The accompanying form of proxy has been prepared at the direction of the Board
of Directors of the Company, of which you are a shareholder, and is sent to you
at the request of the Board of Directors. The proxies named therein have been
designated by your Board of Directors.
The Management of the Company urges you, even if you presently plan to attend
the meeting in person, to execute the enclosed proxy and mail it immediately.
You may revoke your proxy and vote in person if you are able to attend.
O.I. CORPORATION
By Order of the Board of Directors
Jane A. Smith
Vice President-Corporate Secretary
March 25, 1996
11
<PAGE> 15
PROXY O.I. CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) William W. Botts and Jane A. Smith,
and each of them, lawful attorneys and proxies of the undersigned to vote as
Proxy at the Annual Shareholders' Meeting of O.I. Corporation (herein the
"Company") to be held on Tuesday, May 7, 1996, and any adjournment(s) thereof
according to the number of votes owned by the undersigned as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
PROPOSAL 1: The Election of Directors.
<TABLE>
<S> <C>
[ ] FOR all nominees [ ] FOR all nominees (except as listed below)
[ ] WITHHOLD AUTHORITY to vote for all nominees
Jack S. Anderson J. Lester Heath Craig R. Whited
William W. Botts Edwin B. King
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW.)
_________________________________________________________________________________________________________________________
FOR AGAINST ABSTAIN
PROPOSAL 2: The Ratification of the Appointment of Auditors. [ ] [ ] [ ]
In accordance with their discretion, said Attorneys and Proxies are authorized to vote upon such other matters or
proposals not known at the time of solicitation of this proxy which may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. If no
direction is made, this proxy will be voted for Proposals 1 and 2. Any prior proxy is hereby revoked.
, 1996
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Signature
-----------------------------------------------------------------------------------
Signature if held jointly
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS AT THE LEFT. 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 PERSON. IF A PARTNERSHIP, PLEASE SIGN
IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. THANK YOU.
</TABLE>
