<PAGE>
< PROXY >
---------
AMISTAR This Proxy is Solicited on Behalf of the Board
CORPORATION of Directors. The undersigned hereby appoints
237 Via Vera Cruz Stuart C. Baker and Carl C. Roecks Proxies,
San Marcos, CA 92069 each with the power to appoint his substitute,
and hereby authorizes them to represent and to
vote as designated below, all the shares of
common stock of Amistar Corporation held of
record by the undersigned on March 21, 1997 at
the annual meeting of shareholders to be held
on May 7, 1997, or any adjournment thereof.
1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY to
below (except as marked vote for all nominees
to the contrary below) listed below ________
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Stuart C. Baker, William W. Holl, Carl C. Roecks, Richard A. Butcher and
Gordon S. Marshall
In the event the Directors are able to be elected by cumulative voting, the
Proxies will have the discretion to cumulate votes and to distribute such
votes among all nominees (or if authority to vote for any nominee or
nominees has been withheld, among the remaining nominees, if any) in
whatever manner they deem appropriate.
2. In their discretion, the Proxies are authorized to vote upon such other
business as 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 Proposal 1.
When signing as attorney, as executor,
administrator, trustee, or guardian, please
give full title as such. If a corporation,
please sign in full, corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
Number of shares_________ authorized person.
Date: ___________________ Signature: ___________________________________
PLEASE MARK, SIGN, DATE AND _______________________________________________
RETURN THIS PROXY PROMPTLY Signature if held jointly
<PAGE>
AMISTAR CORPORATION
237 Via Vera Cruz
San Marcos, California 92069
PROXY STATEMENT
March 24, 1997
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Amistar Corporation, a California
corporation (the "Company"), for use at the Annual Meeting of Shareholders
of the Company to be held Wednesday, May 7, 1997 at 10:00 A.M., local time,
at the Company headquarters in San Marcos, California, and at any
adjournments or adjournments thereof.
At the Annual Meeting, the shareholders of the Company (the "Shareholders")
will be asked to elect five Directors. All proxies which are properly
completed, signed and returned to the Company prior to the Annual Meeting
will be voted. Any proxy given by a Shareholder may be revoked at any time
before it is exercised by filing with the Secretary of the Company an
instrument revoking it, by a duly executed proxy bearing a later date, or by
the Shareholder attending the Annual Meeting and expressing a desire to vote
his or her shares in person. It is anticipated that this Proxy Statement
and the accompanying form of proxy will be mailed to the Shareholders on or
about March 28,1997.
The Board of Directors has fixed the close of business on March 21, 1997 as
the record date for the determination of Shareholders entitled to vote at
the Annual Meeting and any adjournment thereof. At the close of business on
the record date there were outstanding 3,228,250 shares of common stock of
the Company (the "Common Stock"). The shares of Common Stock vote as a
single class. Holders of shares of Common Stock on the record date are
entitled to one vote for each share held (unless there is cumulative voting,
as described below). The presence at the Annual Meeting, either in person
or by proxy, of the holders of a majority of the shares of Common Stock
issued, outstanding and entitled to vote is necessary to constitute a quorum
for the transaction of business. Abstentions and broker non-votes are
counted for purposes of determining the presence of a quorum.
In the event that, prior to the election of Directors, a Shareholder has
given notice at the Annual Meeting of such Shareholder's intention to
cumulate votes (i.e. to cast for any one or more candidates a number of
votes for each share equal to the number of Directors to be elected) and the
names of such candidate or candidates have been placed in nomination, then
in electing Directors all Shareholders may cumulate their votes for
candidates in nomination. Otherwise, no Shareholder shall be entitled to
cumulate votes. The Company has not been advised that any Shareholder
intends to give notice of intention to nominate a Director or to cumulate
votes for Directors. In the event the Directors are to be elected by
cumulative voting, the persons named in the accompanying form of proxy will
have the discretion to cumulate votes and to distribute such votes among all
nominees (or if authority to vote for any nominee or nominees has been
withheld, among the remaining nominees, if any) in whatever manner they deem
appropriate. Whether or not there is cumulative voting, the five candidates
receiving the highest number of affirmative votes will be elected. Votes
against a candidate and votes withheld have no legal effect.
1
<PAGE>
If a choice is specified in the proxy as to the manner in which it is to be
voted, the persons acting under the proxy will vote the shares of Common
Stock represented thereby in accordance with such choice. If no choice is
specified, the shares of Common Stock will be voted "FOR" the Directors
nominated. In matters other than the election of Directors, under
California law abstentions and broker non-votes are not counted for purposes
of determining whether a proposal has been approved. For purposes of SEC
Rule 16b-3, however, abstentions are treated as votes against the proposal
while broker non-votes are not counted.
In the event that sufficient votes in favor of the proposal are not received
by the date of the Annual Meeting, the persons named as proxies may propose
one or more adjournments of the Annual Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of the holders of a majority of the shares of Common Stock present in
person or by proxy at the Annual Meeting. The persons named the proxies
will vote in favor of such adjournment or adjournments.
The cost of preparing, assembling, printing and mailing the Proxy Statement,
the Notice and the enclosed proxy form and the cost of soliciting proxies
relating to the Annual Meeting will be borne by the Company. The Company
will request banks, brokers, dealers and voting trustees or other nominees
to solicit their customers who are beneficial owners of shares listed of
record in names of nominees, and will reimburse them for the reasonable out-
of-pocket expenses of such solicitations. The original solicitation of
proxies by mail may be supplemented by telephone, telegram and personal
solicitation by officers and other regular employees of the Company, but no
additional compensation will be paid to such individuals on account of such
activities.
ELECTION OF DIRECTORS
Nominees
- --------
The Bylaws of the Company presently provide that the authorized number of
Directors shall be no less than five and no more than nine and that the
exact number of Directors shall be fixed from time to time by the Board of
Directors. At present, the Board has fixed the number of Directors at five.
At the Annual Meeting, five Directors will be elected to serve until the
next Annual Meeting and until their successors are elected and qualified.
The Board of Directors intends to nominate the five persons named below
(each of whom currently serves as a Director until the Annual Meeting and
until a successor has been elected and qualified) for election as Directors.
Unless otherwise instructed the proxy holders intend to vote the shares of
Common Stock represented by the proxies to cause the election of these
nominees. All of these nominees have indicated that they are able and
willing to serve as Directors, but if any nominee should refuse or be unable
to serve, the proxy holders will vote for another person nominated by the
Board of Directors. All of the nominees were elected at the Company's
Annual Meeting of Shareholders.
2
<PAGE>
Information Concerning Nominees
- -------------------------------
The nominees are listed below, together with their ages, positions and
offices with the Company.
Name Age Title
- ------------------- ------ ----------------------------------------
Stuart Baker 65 Chairman of the Board, President and
Director
William W. Holl 66 Vice President of Finance, Treasurer,
Secretary and Director
Carl C. Roecks 63 Director
Richard A. Butcher 56 Director
Gordon S. Marshall 77 Director
All directors are elected at the Annual Meeting of Shareholders to serve
until the following Annual Meeting and until their successors are elected
and have been qualified.
Mr. Baker, a founder of the Company, has served the Company as a Director
and President since its inception in 1971 and as its Chairman of the Board
since 1993.
Mr. Holl, a founder of the Company, has served the Company as a Director and
as Treasurer and Secretary since its inception in 1971 and as Vice President
of Finance since 1978.
Mr. Roecks, a founder and Director of the Company has served the Company in
various engineering and management capacities since its inception in 1971.
Since 1989 Mr. Roecks has been retired, and serves the Company on a part-
time basis.
Mr. Butcher was elected a Director of the Company in February 1984. From
1977 to the present, he has been a Group Managing Director of Marbaix
(Holdings) Ltd., an equipment manufacturer and distributor, and the Managing
Director of Automation Ltd., a wholly-owned subsidiary of Marbaix and the
Company's exclusive distributor in Great Britain and Ireland.
Mr. Marshall has served the Company as the Chairman of the Board from 1974
to 1993. Mr. Marshall is the founder and Chairman of the Board of Marshall
Industries, an electronics distribution company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
Common Stock owned on December 31, 1996 by each person who is known by the
Company to own beneficially more than 5% of the Company's Common Stock, by
each of the Company's directors, executive officers, and by all directors
and executive officers as a group.
3
<PAGE>
Directors, Officers Shares
and 5% Shareholders Beneficially Owned (1) Percent
------------------- ---------------------- -------
Gordon S. Marshall 600,000 18.6%
9674 Telstar Avenue
El Monte, Ca 91731
Stuart C. Baker 409,800 (2) 12.7%
237 Via Vera Cruz
San Marcos, Ca 92069
Donald W. Kratzer 167,500 (3) 5.2%
237 Via Vera Cruz
San Marcos, Ca 92069
Carl C. Roecks 250,000 (4) 7.7%
237 Via Vera Cruz
San Marcos, Ca 92069
Dimensional Fund Advisor 198,800 (5) 6.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
William W. Holl 150,000 (6) 4.7%
237 Via Vera Cruz
San Marcos, Ca 92069
Richard Butcher 500 (7) *
Marbaix House, Bessemer Road
Basingstoke, Hants RG21 3NT
England, UK
Michael R. Newkirk 21,000 .7%
237 Via Vera Cruz
San Marcos, Ca 92069
Daniel C. Finn 3,000 *
237 Via Vera Cruz
San Marcos, Ca 92069
All directors and officers as a 1,434,300 44.4%
group (7 persons)
* Not Meaningful
4
<PAGE>
1) Except as indicated in other notes to this table, each shareholder
listed has sole voting and dispositive power with respect to the shares
beneficially owned, subject to applicable community property laws.
2) Represents shares held by the Baker Family Trust dated January 16, 1985
for which Mr. Baker and his wife are co-trustees.
3) Represents shares held by the Kratzer Family Trust dated January 18,
1981 for which Mr. Kratzer and his wife are co-trustees.
4) Represents shares held by the Roecks Family Trust dated June 7, 1984
for which Mr. Roecks and his wife are co-trustees.
5) Information as of December 31, 1996 reported on Schedule 13G dated
February 5, 1997 under the Securities Exchange Act of 1934.
6) Excludes 1,500 shares held by Mrs. Holl.
7) Represents shares owned by Marbaix (Holdings) Ltd. of which Mr. Butcher
is Group Managing Director.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Cash Compensation
- -----------------
The following table sets forth information concerning cash compensation paid
or accrued for services rendered during the year ended December 31, 1996 to
each of the executive officers of the Company.
5
<PAGE>
I. SUMMARY COMPENSATION TABLE
The purpose of this table is to set forth in specific columnar form the
total compensation of the CEO/President and the only executives who earn
more than $100,000 per year in salary and bonuses.
- --------------------------------------------------------------------
Annual Compensation
- --------------------------------------------------------------------
(a) (b) (c) (d) (e)
(1) Other
Name and Annual
Principal Position Year Salary ($) Bonus ($) Compensation
- --------------------------------------------------------------------
Stuart C. Baker 1994 $140,000 $9,100 $7,200
President 1995 $146,000 $0 $7,200
1996 $146,000 $57,668 $7,200
William W. Holl 1994 $125,000 $6,440 $10,950
V.P. Finance 1995 $131,000 $0 $11,130
1996 $136,000 $43,798 $11,280
Michael Newkirk 1994 $130,000 $8,400 $9,400
V.P.Sales/Marketing 1995 $136,000 $0 $10,805
1996 $136,000 $45,088 $11,280
(1) Includes $7,200 car allowance for each named individual plus Company's
matching contributions to Mr. Holl's and Mr. Newkirk's participation in the
Company's 401-K Plan.
Long-Term Compensation
- --------------------------------------------------------------------------
| Awards | Payouts |
- ---------------------------------------------------------------------------
| (f) (g) | (h) | (i)
| Restricted | |
Name and | Stock Options/ | LTIP | All Other
Principal Position | Award(s) SARs | Payouts ($)| Compensation
- ---------------------------------------------------------------------------
Stuart C. Baker | $0 0 $0
President | $0 0 $0
| $0 0 $0
|
William W. Holl | $0 0 $0
V.P. Finance | $0 0 $0
| $0 0 $0
|
Michael Newkirk | $0 0 $0
V.P.Sales/Marketing | $0 0 $0
| $0 0 $0
Report of the Compensation Committee
- ------------------------------------
The Committee which determines and administers the compensation of the
Company's executive officers endeavors to ensure that the compensation
program for executive officers is effective in attracting and retaining the
key executives responsible for the success of the corporation. The Company
has no written contracts with any of its key executives.
The Committee takes into account various indicators of corporate and
individual performance in determining the level of executive compensation,
as net income, earnings per share and return on investment. The Committee
also must establish base salaries of the President and other executive
officers at levels considered appropriate in light of the duties and scope
of responsibilities of each officer's position.
The Committee may also grant stock options to executive officers and key
employees. No options have been granted to Mr. Baker or to Mr. Holl. In
1996 Mr. Newkirk exercised options totaling 1,250 shares.
G. S. Marshall R. A. Butcher S. C. Baker
6
<PAGE>
II. OPTION/ SAR GRANTS TABLE
This table sets forth the hypothetical potential value of options granted
during the last year to those individuals named in Table I assuming an
annual price appreciation of 5% and 10%
<TABLE>
<CAPTION>
| Potential Realizable |
| Value at Assumed | Alternative
|Annual Rates of Stock | to (f) & (g)
| Price Appreciation | Grant Date
Individual | for Option Term | Value
Grants | |
- ----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) | (f) (g) (h)
% of Total |
Options/ Options/SARs Exercise | Grant Date
SARs Granted to or Base Expiration| Present
Name Granted Emp. in FY Price Date | 5% ($) 10% ($) Value ($)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stuart C. Baker 0 0 $0 | $0 $0 $0
President |
|
- ----------------------------------------------------------------------------------------------------
William W. Holl 0 0 $0 | $0 $0 $0
V.P. Finance |
|
- ----------------------------------------------------------------------------------------------------
Michael Newkirk 0 0 $0 | $0 $0 $0
V.P. Sales/Mkt. |
|
- ----------------------------------------------------------------------------------------------------
</TABLE>
III. OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
This table sets forth information on those individuals names in Table I as
to the options exercised during the year and the status of outstanding
options at year end.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value
- ----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable Unexercisable
($)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stuart C. Baker 0 0 0 0
President
- ----------------------------------------------------------------------------------------------------
William W. Holl 0 0 0 0
V.P. Finance
- ----------------------------------------------------------------------------------------------------
Michael Newkirk 1,250 4,594 0 0
V.P. Sales/Mkt.
- ----------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
IV. CORPORATE COMPARISON
The purpose of this table is to compare the performance of the Company's
stock against the NASDAQ stock market total return index (TRI). Total
return includes stock appreciation/depreciation plus dividends. The chart
assumes $100 was invested 5 years ago. The TRI is the average total return
of all U.S. companies traded over the NASDAQ stock market.
YEAR AMISTAR NASDAQ AMISTAR NASDAQ AMISTAR NASDAQ
- ---------------------------------------------------------------------------
1991 $100.00 $100.00 $100.00 $100.00 1 1
1992 $125.00 $116.00 $100.00 $100.00 1.25 1.16
1993 $187.50 $134.00 $100.00 $100.00 1.875 1.34
1994 $193.80 $131.00 $100.00 $100.00 1.938 1.31
1995 $925.00 $185.00 $100.00 $100.00 9.25 1.85
1996 $318.70 $227.00 $100.00 $100.00 3.187 2.27
Above table is represented as a graph here
8
<PAGE>
Savings and Retirement Plan
- ---------------------------
The Company maintains the Amistar Corporation Saving and Retirement Plan
(the "Retirement Plan") which is a tax-qualified plan under the Internal
Revenue Code (the "Code"). All employees (including officers of the
Company) are eligible to participate in the Retirement Plan following the
completion of one year of service. The Retirement Plan has been amended,
effective as of January 1, 1983, to allow participants to elect to treat
their contributions to the Retirement Plan as being either to a normal
thrift plan or to a plan satisfying the requirements of Section 401(k) of
the Code. Among other differences, contributions by participants to the
Retirement Plan which the participant elects to treat as being to a normal
thrift plan are not deductible for federal income tax purposes, while
contributions which the participant elects to treat as being to a plan
satisfying the requirement of Section 401(k) of the code are deductible.
Participants under the Retirement Plan may make contributions under its
normal thrift plan provisions of up to 6% of their gross compensation from
the Company. Participants who elect to treat their contributions under the
Section 401(k) provisions of the Retirement Plan may make contributions of
similar amounts except that the maximum amount of contributions by certain
highly compensated employees may be limited to a lower percentage of their
compensation, depending upon the amount of contributions by other employees
under the Section 401(k) provisions of the Retirement Plan. The Company is
obligated to make a matching contribution to the Retirement Plan equal to
50% of the first 6% of compensation contributed by each participant. The
Company will be entitled to a deduction for federal income tax purposes
equal to the amount of the Company's matching contributions. Participants
may also make additional non-deductible, non-matched contributions of up to
4% of their compensation. Participants are always fully vested in all of
their contributions to the Retirement Plan (and in the earnings on such
contributions), and participants attain a vested right to the Company's
matching contributions made on their behalf to the Retirement Plan (and the
earnings thereon) at the rate of 20% for each full year of service after one
year until such participants are fully vested after six full years of
service.
Stock Option Plan
- -----------------
In February, 1984 the Company's Board of Directors and common shareholders
approved the 1984 Employee Stock Option Plan, which permitted the issuance
to employees of the Company and its subsidiaries of up to 340,000 incentive
stock options or non-qualifying stock options. Specific terms of the
options were determined by a committee of the Board; however, no options
could be granted at less than the fair market value of the common stock or
for terms exceeding ten years. This plan expired in February, 1994. At
that time there were 113,500 options outstanding at prices ranging between
$.875 and $2.125. In 1994 options for 57,250 shares were exercised and
5,750 expired, and in 1995 37,250 shares were exercised and 5,000 shares
expired. At December 31, 1995 there were 8,250 options outstanding under
the 1984 plan with an exercise price at $2,125. Options for 1,250 shares
were exercised in 1996 and the balance in January 1997.
At the annual meeting held on May 4, 1994 shareholders approved the 1994
Employee Stock Option Plan which succeeded the 1984 plan. The 1994 plan
permits the issuance to employees of the Company and its subsidiaries of up
to 310,000 incentive stock options at no less than the fair market value of
the common stock on the date of grant. Specific terms
9
<PAGE>
Stock Option Plan (Continued)
- -----------------------------
of the options are similar to that of the 1984 plan and were set forth in
the Proxy Statement dated March 15, 1994. Options for 5,000 shares at
$2.4375 were outstanding at December 31, 1996, of which 1,250 are currently
exercisable.
Bonus Plan
- ----------
The Compensation Committee of the Board of Directors instituted a bonus plan
for executives of the Company effective with years beginning January 1,
1989. It provides that bonuses will be paid to certain executives of the
Company based on a formula of before or after tax profits (whichever is
larger) which exceed five percent of sales. The formula is: bonus is a
percentage of salary which equal 3, 4 or 5 times the percentage before or
after tax return on sales in excess of five percent. In addition the Board
may grant discretionary awards. Mr. Baker, Mr. Holl, and Mr. Newkirk are in
the plan. No bonuses were paid in 1993, however the Board authorized ,and
the Company accrued $31,000 in bonuses to be paid in 1994 based upon 1993
results. No bonuses were accrued for 1994. The Board authorized, and the
Company accrued, $201,000 in bonuses based upon 1995 results which, were
paid in 1996. The Board authorized, and the Company accrued $150,000 in
bonuses based upon 1996 results to be paid in 1997.
Remuneration of Directors
- -------------------------
Each non-employee director of the Company receives compensation of $2,500
per quarter and reimbursement of expenses incurred in serving as a director.
Certain Transactions
- --------------------
The Company purchases certain electronic components used in its products
from Marshall Industries. Gordon S. Marshall, Director of the Company, is
Chairman of the Board of Marshall Industries. During 1996, purchases from
Marshall Industries aggregated approximately $683,000. In addition the
Company performs contract assembly of printed circuit boards for Marshall
Industries. Sales in 1996 of contract assemblies to Marshall Industries
were $924,000.
The Company sells its products to Automation, Ltd., the Company's
distributor for the U.K. and Ireland. Richard A. Butcher, a Director of the
Company, is Managing Director of Automation, Ltd. Sales to Automation, Ltd.
were $82,000 in 1996.
10
<PAGE>
MISCELLANEOUS
KPMG Peat Marwick served as independent auditors of the Company for fiscal
1996 and has been selected to serve in that capacity again during fiscal
1997.
Shareholder Proposals
- ---------------------
Shareholder proposals complying with the applicable rules under the 1934 Act
intended to be presented at the 1997 Annual Meeting of Shareholders of the
Company must be received by the Company by November 1, 1997 to be eligible
for inclusion in the Company's proxy materials for such meeting. Such
proposals should be directed to the attention of the Secretary, Amistar
Corporation, 237 Via Vera Cruz, San Marcos, CA 92069.
Other Business
- --------------
The Company is not aware of any other business to be presented at the Annual
Meeting. All shares of Common Stock represented by proxies will be voted in
favor of the proposals of the Company unless otherwise indicated on the form
of proxy. If any other matters come before the meeting, proxy holders will
vote thereon according to their best judgment.
By Order of the Board of Directors
By: /s/ William W. Holl
William W. Holl
Secretary
San Marcos, California
March 17, 1997
11
