<PAGE>
AMISTAR CORPORATION
237 Via Vera Cruz
San Marcos, California 92069
PROXY STATEMENT
MARCH 24, 1999
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 5, 1999 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 26, 1999.
The Board of Directors has fixed the close of business on March 19, 1999 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 3,136,500 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.
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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
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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.
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Information Concerning Nominees
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The nominees are listed below, together with their ages, positions and offices
with the Company.
Name Age Title
------------------- ------ ----------------------------------------------
Stuart Baker 67 Chairman of the Board, President and Director
William W. Holl 68 Vice President of Finance, Treasurer,
Secretary and Director
Carl C. Roecks 65 Director
Richard A. Butcher 58 Director
Gordon S. Marshall 79 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.
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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, 1998 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.
Directors, Officers Shares
and 5% Shareholders Beneficially Owned (1) Percent
------------------- ---------------------- -------
Gordon S. Marshall 619,300 19.7%
9320 Telstar Avenue
El Monte, Ca 91731
Stuart C. Baker 409,800 (2) 13.1%
237 Via Vera Cruz
San Marcos, Ca 92069
Carl C. Roecks 202,700 (3) 6.5%
237 Via Vera Cruz
San Marcos, Ca 92069
Dimensional Fund Advisor 225,300 (4) 7.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
William W. Holl 150,000 4.8%
237 Via Vera Cruz
San Marcos, Ca 92069
Richard Butcher 500 (5) *
Marbaix House, Bessemer Road
Basingstoke, Hants RG21 3NT
England, UK
Harry Munn 8,000 *
237 Via Vera Cruz
San Marcos, Ca 92069
Daniel C. Finn 10,000 *
237 Via Vera Cruz
San Marcos, Ca 92069
All directors and officers as a 1,400,300 44.6%
group (7 persons)
* Not Meaningful
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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 Roecks Family Trust dated June 7, 1984
for which Mr. Roecks and his wife are co-trustees.
4) Information as of December 31, 1998 reported on Schedule 13G dated
February 11, 1999 under the Securities Exchange Act of 1934.
5) 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, 1998 to each of
the executive officers of the Company.
<TABLE>
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
$100,000 PER YEAR IN SALARY AND BONUSES.
<CAPTION>
LONG-TERM COMPENSATION
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- ----------------------------------------------------------------------------- ------------------------- -------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
(2) Other Restricted
Name and (1) Annual Stock Options/ LTIP All Other
Principal Position Year Salary ($) Bonus ($) Compensation Award(s) SARs Payouts ($) Compensation
- ------------------------- --------- ----------- ------------ ---------------- ------------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stuart C. Baker 1998 150,000 10,725 7,200 $0 0 $0
President 1997 150,000 35,915 7,200 $0 0 $0
1996 146,000 57,668 7,200 $0 0 $0
William W. Holl 1998 143,000 10,225 11,490 $0 0 $0
V.P. Finance 1997 143,000 34,140 11,490 $0 0 $0
1996 136,000 43,798 11,280 $0 0 $0
Harry A. Munn 1998 136,000 9,724 11,280 $0 0 $0
V.P. Sales / Marketing 1997 136,000 13,768 11,280 $0 0 $0
Daniel C. Finn 1998 100,000 5,720 3,000 $0 0 $0
V.P. Engineering 1997 100,000 13,473 3,000 $0 0 $0
(1) Bonuses are shown in the year paid and are based on the prior years
performance.
(2) Includes a $7,200 car allowance for each named individual excluding
Mr. Finn, plus the Company's matching contributions to Mr. Holl's,
Mr. Munn's and Mr. Finn's participation in the Company's 401-K Plan.
</TABLE>
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Report of the Compensation Committee
- ------------------------------------
The Committee which determines and administers the compensation of the Company's
executive officers endeavors to ensure that the compensation program for
executive officers is effective in attracting and retaining the key executives
responsible for the success of the corporation.
The Committee takes into account various indicators of corporate and individual
performance in determining the level of executive compensation, as net income,
earnings per share and return on investment. The Committee also must establish
base salaries of the President and other executive officers at levels considered
appropriate in light of the duties and scope of responsibilities of each
officer's position.
The Committee may also grant stock options to executive officers and key
employees. No options have been granted to Mr. Baker or to Mr. Holl.
G. S. Marshall R. A. Butcher S. C. Baker
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<TABLE>
II. OPTION/ SAR GRANTS TABLE
THIS TABLE SETS FORTH THE HYPOTHETICAL POTENTIAL VALUE OF OPTIONS GRANTED DURING
THE LAST YEAR TO THOSE INDIVIDUALS NAMED IN TABLE I ASSUMING AN ANNUAL PRICE
APPRECIATION OF 5% AND 10%
<CAPTION>
Potential Realizable
Value at Assumed Alternative
Annual Rates of Stock to (f) & (g)
Price Appreciation Grant Date
Individual for Option Term Value
Grants
- -----------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
% of Total
Options/ Options/SARs Exercise Grant Date
SARs Granted to or Base Expiration Present
Name Granted Emp. in FY Price Date 5% ($) 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
- -----------------------------------------------------------------------------------------------------------------------------
Harry A. Munn 0 0 $0 $0 $0 $0
V.P. Sales / Mkt.
- -----------------------------------------------------------------------------------------------------------------------------
Daniel C. Finn 0 0 $0 $0 $0 $0
V.P. Engineering
</TABLE>
<TABLE>
III. OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
THIS TABLE SETS FORTH INFORMATION ON THOSE INDIVIDUALS NAMES IN TABLE I AS TO
THE OPTIONS EXERCISED DURING THE YEAR AND THE STATUS OF OUTSTANDING OPTIONS AT
YEAR END.
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value
- -----------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End at FY-End ($)
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
- -----------------------------------------------------------------------------------------------------------------------------
Harry A. Munn 0 0 2,500/7,500 0
V.P. Sales / Mkt.
- -----------------------------------------------------------------------------------------------------------------------------
Daniel C. Finn 0 0 0 0
V.P. Engineering
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
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SAVINGS AND RETIREMENT PLAN
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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
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In 1994, the Company's Board of Directors and common shareholders approved the
1994 Empoyee Stock Option Plan. The Plan allows for grants of options to
purchase up to 310,000 shares of authorized but un-issued common stock. Stock
options are granted with an exercise price equal to the stock's fair market
value, generally vest over five years from the date of grant, and expire ten
years after the date of grant. Options for 3,750 shares at $2.4375, 10,000
shares at $3.00 and 16,000 shares at $3.50 were outstanding at December 31,
1998, of which 5,000 are currently exercisable.
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.
--------------------------------------------
AMISTAR NASDAQ U.S. NASDAQ2 NON-
ALL SECTORS FINANCIAL
SECTORS
--------------------------------------------
1993 $100.00 $100.00 $100.00
--------------------------------------------
1994 $103.36 $ 97.89 $ 96.17
--------------------------------------------
1995 $493.33 $138.44 $134.02
--------------------------------------------
1996 $169.97 $170.27 $162.86
--------------------------------------------
1997 $173.33 $208.94 $191.12
--------------------------------------------
1998 $106.67 $293.21 $279.82
--------------------------------------------
[Data above is presented graphically here]
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BONUS PLAN
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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 an
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, Mr. Munn and Mr. Finn were in that plan. The Board
authorized, and the Company accrued, $150,000 in bonuses based upon 1996 results
which were paid in 1997.
On August 7, 1997 the Compensation Committee of the Board of Directors revised
the bonus plan for executives of the Company effective with years beginning
January 1, 1997. The revised plan provides that bonuses will be paid to certain
executives of the Company based on a formula of after tax profits which exceed
an eight percent return on equity, weighted 70% on the current year and 30% on
the prior year. The formula is: bonus is a percentage of salary which equal 3,
4, or 5 times the percentage of after tax profits which exceeds an eight percent
return on equity, weighted 70% on the current years performance and 30% on the
prior years performance. All executive officers are in the plan. The Board
authorized and the Company accrued $41,000 in bonuses which, was paid in 1998.
No bonuses were accrued for the year ended December 31, 1998.
REMUNERATION OF DIRECTORS
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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 1998, purchases from Marshall
Industries aggregated $861,000. In addition the Company performs contract
assembly of printed circuit boards for Marshall Industries. Sales in 1998 of
contract assemblies to Marshall Industries were $1,223,000.
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 $39,000 in
1998.
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MISCELLANEOUS
KPMG LLP served as independent auditors of the Company for fiscal 1998 and has
been selected to serve in that capacity again during fiscal 1999.
Shareholder Proposals
- ---------------------
Shareholder proposals complying with the applicable rules under the 1934 Act
intended to be presented at the 1999 Annual Meeting of Shareholders of the
Company must be received by the Company by February 1, 1999 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 24, 1999
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