<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Prospectus Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MEASUREX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MEASUREX CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(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:*
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:
-----------------------------------------------------------------------
Notes:
<PAGE>
[MEASUREX CORPORATION LOGO APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 19, 1994
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
MEASUREX CORPORATION (the "Company") which will be held at the Company's
principal executive offices, One Results Way, Cupertino, California, at 10:00
a.m. on April 19, 1994 for the following purposes:
1. To elect to the board three directors;
2. To consider and vote upon a proposal to approve an amendment to the
Company's Employee Stock Purchase Plan to increase the number of shares
of Common Stock authorized for issuance thereunder from 1,000,000 to
1,225,000 shares;
3. To consider and vote upon a proposal to ratify the selection of Coopers &
Lybrand as independent public accountants for the Company for the fiscal
year ending November 27, 1994; and
4. To act upon such other business as may properly come before the meeting
or at any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on February 24, 1994
as the record date for determining those stockholders who will be entitled to
vote at the meeting. The stock transfer books will not be closed between the
record date and the date of the meeting.
Representation of at least a majority of all outstanding shares of Common
Stock of Measurex Corporation is required to constitute a quorum. Accordingly,
it is important that your shares be represented at the meeting. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. Your proxy may be revoked at
any time prior to the time it is voted.
By Order of the Board of Directors,
Charles Van Orden
Secretary
Cupertino, California
March 3, 1994
<PAGE>
STOCKHOLDERS SHOULD READ THE ENTIRE PROXY STATEMENT
CAREFULLY PRIOR TO RETURNING THEIR PROXIES
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS OF
MEASUREX CORPORATION
TO BE HELD APRIL 19, 1994
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of MEASUREX CORPORATION ("Measurex" or the "Company") of
proxies to be voted at the Annual Meeting of Stockholders which will be held at
10:00 a.m. on April 19, 1994 at the Company's principal executive offices, One
Results Way, Cupertino, California 95014, or at any adjournments or
postponements thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. This Proxy Statement and the proxy card were
first mailed to stockholders on or about March 3, 1994.
VOTING RIGHTS AND SOLICITATION
The close of business on February 24, 1994 was the record date for
stockholders entitled to notice of and to vote at the Annual Meeting. As of that
date, Measurex had 17,883,233 shares of common stock, $.01 par value per share
(the "Common Stock"), issued and outstanding, exclusive of treasury stock. All
of the shares of the Company's Common Stock outstanding on the record date are
entitled to vote at the Annual Meeting, and stockholders of record entitled to
vote at the meeting will have one (1) vote for each share so held on the matters
to be voted upon.
Shares of the Company's Common Stock represented by proxies in the
accompanying form which are properly executed and returned to Measurex will be
voted at the Annual Meeting of Stockholders in accordance with the stockholders'
instructions contained therein. In the absence of contrary instructions, shares
represented by such proxies will be voted FOR the election of each of the
directors as described herein under "Proposal 1--Election of Directors," FOR
approval of the amendment to the Measurex Employee Stock Purchase Plan as
described herein under "Proposal 2--Approval of Amendment to the Employee Stock
Purchase Plan" and FOR ratification of the selection of accountants as described
herein under "Proposal 3--Ratification of Selection of Independent Public
Accountants." Management does not know of any matters to be presented at this
Annual Meeting other than those set forth in this Proxy Statement and in the
Notice accompanying this Proxy Statement. If other matters should properly come
before the meeting, the proxy holders will vote on such matters in accordance
with their best judgment. Any stockholder has the right to revoke his or her
proxy at any time before it is voted. Abstentions and broker non-votes are each
included in the determination of the number of shares present for quorum
purposes. Abstentions are counted in tabulations of the votes cast on proposals
presented to stockholders, whereas broker non-votes are not counted for purposes
of determining whether a proposal has been approved.
The entire cost of soliciting proxies will be borne by Measurex. Proxies
will be solicited principally through the use of the mails, but, if deemed
desirable, may be solicited personally or by telephone, telegraph or special
letter by officers and regular Measurex employees for no additional
compensation. The Company has engaged Corporate Investor Communications, Inc.
("CIC") to provide routine advice and services for proxy solicitation. CIC will
receive approximately $4,500 from the Company for such advice and services.
Arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy material to the beneficial owners of
the Company's Common Stock, and such persons may be reimbursed for their
expenses.
<PAGE>
PROPOSAL 1:
ELECTION OF DIRECTORS
The members of the Board of Directors of Measurex are classified into three
classes, one of which is elected at each Annual Meeting of Stockholders to hold
office for a three-year term and until successors of such class have been
elected and qualified. The nominees for the Board of Directors are set forth
below. The proxy holders intend to vote all proxies received by them in the
accompanying form for the nominees for directors listed below. In the event any
nominee is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the vacancy. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all proxies received by them for the nominees listed below. As of the date
of this Proxy Statement, the Board of Directors is not aware of any nominee who
is unable or will decline to serve as a director.
NOMINEES TO BOARD OF DIRECTORS
<TABLE>
<CAPTION>
CLASS AND
YEAR IN
DIRECTOR WHICH TERM
NAME PRINCIPAL OCCUPATION SINCE WILL EXPIRE AGE
---- -------------------- -------- ----------- ---
<S> <C> <C> <C> <C>
Paul Bancroft III Venture Capitalist 1968 Class I 64
1997
Dwight C. Baum Senior Vice President, PaineWebber 1968 Class I 81
Incorporated (investment banking) 1997
John C. Gingerich President and Chief Operating 1993 Class I 57
Officer, Measurex Corporation 1997
</TABLE>
Mr. Bancroft is a venture capitalist. He was a venture capitalist and
consultant to Bessemer Securities Corporation ("Bessemer") from 1988 to 1992.
He was President, Chief Executive Officer and a Director of Bessemer from 1976
to 1988, a Senior Vice President of Bessemer from 1974 to 1976 and Vice
President of Bessemer from 1967 to 1974. Mr. Bancroft is a director of Scudder
Equity Trust, Scudder New Europe Fund, Inc., Scudder New Asia Fund, Inc.,
Scudder Development Fund, Scudder International Fund, Scudder Global Fund, Inc.,
Litton Industries, Inc. and Albany International Corporation.
Mr. Baum is currently Senior Vice President of PaineWebber
Incorporated, an investment banking firm, and Chairman of the Board of Directors
of United Cities Gas Company. Until 1984, he had been Advisory Director of
Blyth Eastman PaineWebber Incorporated and a Senior Vice President and director
of its predecessor since 1956. Mr. Baum is also a director of Dominguez
Services Corporation and Westminster Capital, Inc.
Mr. Gingerich has served as President and Chief Operating Officer of
Measurex since December 1993. Prior to such date Mr. Gingerich served in a
variety of positions at Measurex since joining the Company in 1970. Prior to
his appointment as President and Chief Operating Officer, he had served as
Executive Vice President since 1982.
2
<PAGE>
DIRECTORS NOT STANDING FOR ELECTION
The members of the Board of Directors who are not standing for
election at this year's Annual Meeting are set forth below.
<TABLE>
<CAPTION>
CLASS AND
YEAR IN
DIRECTOR WHICH TERM
NAME PRINCIPAL OCCUPATION SINCE WILL EXPIRE AGE
---- -------------------- -------- ----------- ---
<S> <C> <C> <C> <C>
David A. Bossen Chairman of the Board of Directors and 1968 Class II 67
Chief Executive Officer, Measurex 1995
Corporation
Orion L. Hoch Chairman of the Board of Directors, 1979 Class II 65
Litton Industries, Inc. (multi-industry 1995
company)
Jeffery T. Grade Chairman of the Board of Directors and 1993 Class II 50
Chief Executive Officer, Harnischfeger 1995
Industries, Inc. (manufacturer of
papermaking, surface mining and
material handling equipment and provider
of systems integration services)
John W. Larson Chairman, Brobeck, Phleger & Harrison 1970(1) Class III 58
(law firm) 1996
J.W. McKittrick President, Tel-Research Corporation 1968 Class III 66
(consulting business) 1996
Graham Tyson Retired Chairman and Chief Executive 1979 Class III 70
Officer, Dataproducts Corporation 1996
(computer printer manufacturer)
</TABLE>
_______________
(1) Except for a period from July 1971 to September 1973 when Mr. Larson was in
government service.
Mr. Bossen is a founder of Measurex and has served as President and
Chief Executive Officer from the Company's incorporation in January 1968 until
December 1993 when he was made Chairman of the Board of Directors and Chief
Executive Officer.
Dr. Hoch has been Chairman of the Board of Directors of Litton
Industries, Inc. ("Litton"), a multi-industry company, since March 1988. He was
Chief Executive Officer of Litton from 1986 to 1992 and was President of Litton
from 1982 to 1988. Dr. Hoch has served as a director of Litton since 1982. He
was President and Chief Executive Officer of Intersil, Inc. (a semiconductor
company) from 1976 to 1982. He was President of Advanced Memory Systems, Inc.,
a predecessor to Intersil, Inc., from February 1974 to November 1976. Dr. Hoch
is also a trustee of Carnegie Mellon University.
Mr. Grade was appointed to the Board on February 11, 1993, filling the
position vacated by William W. Goessel who resigned on the same day. Mr. Grade
has been Chairman of the Board of Directors and Chief Executive Officer at
Harnischfeger Industries, Inc. ("Harnischfeger"), a manufacturer of papermaking,
surface mining and material handling equipment and provider of system
integration services, since 1993. He was President and Chief Executive
3
<PAGE>
Officer of Harnischfeger from 1992 until 1993, and served as its President and
Chief Operating Officer from 1986 until 1992. Mr. Grade is also a director of
Crucible Materials Corporation and Coeur d'Alene Mines Corporation.
Mr. Larson has been the Chairman of the law firm of Brobeck, Phleger &
Harrison since January 1, 1993, and served as Managing Partner of the firm from
1988 through 1992. He has been a partner with such firm since January 1969
except for the period from July 1971 to September 1973 when he was in government
service as Assistant Secretary of the United States Department of the Interior
and Counselor to the Cost of Living Council. Measurex has retained Brobeck,
Phleger & Harrison as its counsel since 1968 and proposes to retain said firm
during the current fiscal year. Mr. Larson was Secretary of Measurex from 1968
to 1988, except during his period of government service, and he has served as
Assistant Secretary since 1988.
Mr. McKittrick has been President of Tel-Research Corporation ("TRC"),
a telecommunications consulting firm since 1990. He also served as President of
TRC from 1980 to 1987. He was President and Chief Executive Officer of VMX,
Inc., a manufacturer of voice messaging systems, from 1987 to 1988 and its
Chairman and Chief Executive Officer from 1988 to 1990.
Mr. Tyson is the retired Chairman and Chief Executive Officer of
Dataproducts Corporation, a manufacturer of printers and other products
primarily for the computer and telecommunications industries. Mr. Tyson was one
of the founders of Dataproducts Corporation and served as its President and
Chief Executive Officer from 1971 to 1980. He served as its Chief Executive
Officer from 1980 to 1982, Chairman of the Board from 1980 to 1985, and
President and Chief Executive Officer from 1985 to 1986.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of 4 meetings
during fiscal 1993. Each director, except Mr. Grade, attended at least 75% of
the aggregate of (i) the total number of meetings of the Board (held during the
period for which he has been a director) and (ii) the total number of meetings
held by all committees of the Board on which he served.
The Company has an Audit Committee and a Compensation Committee of the
Board of Directors. There is no nominating committee or committee performing
the functions of such committee.
The Audit Committee meets with the Company's financial management and
its independent accountants at various times during each year and reviews
internal control conditions, audit plans and results, and financial reporting
procedures. This Committee, consisting of Messrs. Baum, McKittrick, Tyson and
Grade held 2 meetings during fiscal 1993.
The Compensation Committee reviews and approves the Company's
compensation arrangements for management. This Committee, consisting of Messrs.
Bancroft, Hoch and Larson, held one meeting during fiscal 1993.
DIRECTOR REMUNERATION
Non-employee members of the Board are each paid an annual retainer fee
of $13,200 plus a fee of $1,000 per Board meeting and $750 per Committee meeting
attended and are reimbursed for all out-of-pocket costs incurred in connection
with their attendance at such meetings.
Under the automatic option grant program in effect under the Company's 1993
Stock Option Plan, an individual who first becomes a non-employee member of the
Board will receive an automatic option grant for 16,000 shares of the Company's
Common Stock upon commencement of Board service, and each individual with six or
more months of Board service will receive an automatic option grant for an
additional 4,000 shares at each Annual Stockholders Meeting at which he
continues to serve as a non-employee Board member, whether or not he is standing
for reelection at that particular meeting. Under this program, Mr. Grade
received a 16,000-share option grant on February 11, 1993 when he was appointed
to the Board. The exercise price per share in effect under that grant is
$19.6875, the fair market value per share of Common Stock on the grant date. On
April 20, 1993, the date of the 1993 Annual Stockholders Meeting, each non-
employee Board member (other than Mr. Grade) received an automatic option grant
under the 1993 Stock
4
<PAGE>
Option Plan for 4,000 shares of Common Stock with an exercise price of $16.375
per share, the fair market value per share of Common Stock on the grant date.
Each 16,000-share and 4,000-share option has a term of ten years and will become
exercisable in four equal annual installments over the optionee's period of
Board service, beginning one year after the grant date. However, each
outstanding automatic option grant will immediately become exercisable for all
the option shares should the Company be acquired by merger or asset sale or
should there occur a hostile take-over of the Company through a tender offer for
more than 50% of the outstanding Common Stock or a change in the majority of the
Board as a result of one or more contested elections for Board membership. Upon
the successful completion of a hostile tender offer for more than 50% of the
outstanding Common Stock, each outstanding automatic option grant may be
surrendered to the Company in return for a cash payment in an amount per share
of Common Stock subject to the surrendered option equal to the greater of (i)
the highest tender offer price per share paid for the Common Stock or (ii) the
fair market value per share on the option surrender date, less the option
exercise price payable per share.
No other compensation is paid to the non-employee members of the Board with
respect to their service on the Board.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock of Measurex as of February 24, 1994 by each director, each executive
officer named in the Summary Compensation Table in the "Executive Compensation"
section below, and all directors and executive officers as a group. All shares
are subject to the named person's sole voting and investment power except where
otherwise indicated.
<TABLE>
<CAPTION>
APPROXIMATE
SHARES PERCENT
BENEFICIALLY BENEFICIALLY
NAME OWNED(1) OWNED
---- ----------- ------------
<S> <C> <C>
Paul Bancroft III............................. 56,000(2) 0.3%
Dwight C. Baum................................ 48,000 0.3%
David A. Bossen............................... 364,625 2.0%
John C. Gingerich............................. 78,694 0.4%
Jeffery T. Grade.............................. 4,000(3) *
Orion L. Hoch................................. 32,000 0.2%
John W. Larson................................ 46,726 0.3%
Robert McAdams, Jr............................ 52,473 0.3%
J.W. McKittrick............................... 31,680 0.2%
Graham Tyson.................................. 28,000 0.2%
Carl A. Thomsen............................... 18,966 0.1%
Glenn R. Wienkoop............................. 77,238 0.4%
All current directors and executive officers
as a group (16 persons)...................... 908,995 5.1%
</TABLE>
- ---------------
* Less than 0.1%.
(1) Includes shares of Common Stock purchasable under options which are
exercisable as of February 24, 1994 or which will become exercisable within
60 days thereafter.
(2) Does not include 1,100 shares owned by Mr. Bancroft's spouse, over which he
has no voting or investment power and as to which he disclaims any
beneficial interest.
(3) Does not include 3,640,000 shares beneficially owned by Harnischfeger
Industries, Inc. of which Mr. Grade is Chairman of the Board of Directors
and Chief Executive Officer. See "Principal Stockholders" and "Certain
Transactions."
5
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the only
persons who beneficially owned (to the Company's knowledge) more than 5% of the
Common Stock of Measurex as of February 24, 1994.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ---------- ----------
<S> <C> <C>
Harnischfeger Industries, Inc........ 3,640,000 20.0%
13400 Bishops Lane
Brookfield, Wisconsin 53005
Mitchell Hutchins.................... 1,769,700(1) 9.9%
Institutional Investors, Inc.
1285 Avenue of the Americas
New York, New York 10019
State of Wisconsin Investment Board.. 950,000 5.3%
P. O. Box 7842
Madison, Wisconsin 53707
</TABLE>
- --------------------------
(1) Pursuant to Amendment No. 1 to Schedule 13G dated February 7, 1994 and filed
with the Securities and Exchange Commission, Mitchell Hutchins Institutional
Investors Inc. has reported shared voting power over all of these shares.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than ten-percent beneficial
owners are required by SEC regulation to furnish the Company with copies of all
Section 16(a) reports they file.
Based solely upon review of the copies of such reports furnished to
the Company and written representations that no other reports were required, the
Company believes that there was compliance for the fiscal year ended November
28, 1993 with all Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than ten-percent beneficial owners.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation earned by the
Company's Chief Executive Officer and each of the Company's four other highest-
paid executive officers (as determined as of the end of the last fiscal year)
for services rendered in all capacities to the Company and its subsidiaries for
the fiscal years ended November 28, 1993, November 29, 1992 and December 1,
1991, respectively. No executive officers who would have otherwise been
includable in such table on the basis of salary and bonus earned for the 1993
fiscal year have resigned or terminated employment during the fiscal year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
------------
Number of
Name and Annual Compensation Securities All Other
Principal Fiscal ------------------------ Underlying Compensa-
Position Year Salary($)/1/ Bonus($) Options (#)/2/3/ tion ($)/4/
--------- ------ ------------ -------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
David A. Bossen 1993 405,000 234,300 47,550 7,646
Chief Executive 1992 383,527 110,300 25,000 7,857
Officer and 1991 344,783 82,210 170,822 6,496
Chairman of the
Board of Directors
John C. Gingerich 1993 290,000 131,800 25,000 2,585
President, 1992 273,947 67,700 20,000 2,285
Chief Operating 1991 246,555 54,448 77,444 2,725
Officer and
Director
Glenn R. Wienkoop 1993 255,000 124,700 28,250 1,542
Executive Vice 1992 235,009 62,200 25,000 1,542
President, 1991 227,988 49,964 56,000 1,542
Engineering and
Marketing
Robert McAdams, Jr. 1993 235,008 81,600 15,000 2,171
Senior Vice 1992 221,145 46,000 14,000 1,932
President, 1991 198,112 35,002 54,973 2,183
Operations and
Information
Services
Carl A. Thomsen 1993 165,000 59,200 10,000 1,681
Senior Vice 1992 145,963 24,900 8,000 1,564
President and 1991 135,000 15,124 16,000 1,415
Chief Financial
Officer
</TABLE>
- ----------------------
/1/ Includes salary deferred under the Company's Savings and Deferred Profit-
Sharing Plan.
/2/ A portion of the base salary otherwise payable to each indicated officer
for the 1991 fiscal year was reduced by the amount shown in the table below in
return for an option to purchase shares of Common
7
<PAGE>
Stock at an aggregate discount equal to the amount of the salary reduction. The
option price per share for such options is equal to one-third of the fair market
value of the Common Stock on the grant date. Each such option became exercisable
for 50% of the option shares on June 30 of the year of grant and became
exercisable for the balance of the shares in six equal monthly installments
thereafter. The optionee has a period of 10 years, measured from the grant date,
to exercise the option, whether or not he remains in the Company's service. The
number of shares of Common Stock for which such discount options were granted to
the named executive officers for the 1991 fiscal year, the exercise price
payable per share and the aggregate discount as of the grant date were as
follows:
<TABLE>
<CAPTION>
Aggregate Discount
and Amount
Officer Number of Shares Exercise Price of Salary Reduction
------- ---------------- -------------- -------------------
<S> <C> <C> <C>
David A. Bossen 3,422 $5.6250 $ 38,498
John C. Gingerich 2,444 $5.6250 $ 27,495
Robert McAdams, Jr. 1,973 $5.6250 $ 22,196
</TABLE>
- -------------------
/3/ Includes options granted in the 1991 fiscal year upon cancellation of
options covering the same number of shares. The vesting period of the regranted
options started over again at the regrant date.
/4/ Includes for fiscal year 1993 (i) the contributions made by the Company to
the Savings and Deferred Profit-Sharing Plan on behalf of each named executive
officer and (ii) the insurance premiums paid by the Company on the special term
life insurance policies provided each named executive officer, as follows:
<TABLE>
<CAPTION>
Officer Plan Contribution Insurance Premiums
- ------- ----------------- ------------------
<S> <C> <C>
David A. Bossen $1,000 $6,646
John C. Gingerich $1,000 $1,585
Glenn R. Wienkoop $1,000 $ 542
Robert McAdams, Jr. $1,000 $1,171
Carl A. Thomsen $1,000 $ 681
</TABLE>
8
<PAGE>
STOCK OPTIONS
The following table contains information concerning the grant of stock
options made under the Company's 1993 Stock Option Plan for the 1993 fiscal year
to the named executive officers. No stock appreciation rights ("SARs") were
granted during the fiscal year to such individuals.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation for Option Term
- -----------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted/1/ Fiscal Year Per Share/2/ Date 5%/3/ 10%/3/
---- ---------- ------------ ------------ ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
David A. Bossen 47,550 8.00 18.8750 1/13/98 247,964 547,937
John C. Gingerich 25,000 4.20 18.8750 1/13/98 130,370 288,084
Glenn R. Wienkoop 28,250 4.75 18.8750 1/13/98 147,319 325,535
Robert McAdams, Jr. 15,000 2.52 18.8750 1/13/98 78,222 172,850
Carl A. Thomsen 10,000 1.68 18.8750 1/13/98 52,148 115,234
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ All the options were granted on January 14, 1993. Each option
will become exercisable for all of the option shares in four equal and
successive annual installments over the optionee's period of service with the
Company, beginning one year after the grant date. Each option has a maximum
term of 5 years, subject to earlier termination in the event of the optionee's
cessation of service with the Company. Should Mr. Bossen's employment terminate
by reason of retirement at or after age 65, his option will become exercisable
for all of the option shares. Each of the granted options will become
immediately exercisable for all of the option shares in the event the Company is
acquired by merger or asset sale, unless the option is assumed or otherwise
replaced by the acquiring entity. Upon the termination of the optionee's
employment within 18 months after (i) an acquisition of the Company which does
not otherwise result in the immediate acceleration of the option or (ii) any
hostile change in control of the Company effected by tender offer for 50% or
more of the outstanding Common Stock or a change in the majority of the Board as
a result of one or more contested elections for Board membership, the option
will become immediately exercisable for all of the option shares. Such option
acceleration will, however, be limited so as to avoid excess parachute payments
under the federal tax laws. For further information concerning these option
acceleration provisions, please see the section below entitled Employment
Contracts and Change of Control Arrangements.
/2/ The exercise price of each option may be paid in cash, in shares
of Common Stock valued at fair market value on the exercise date or through a
cashless exercise procedure involving a same-day sale of the purchased shares.
The Company may also finance the option exercise by loaning the optionee
sufficient funds to pay the exercise price for the purchased shares and the
federal and state tax liability incurred in connection with such exercise. The
optionee may be permitted, subject to the approval of the Plan Administrator, to
apply a portion of the shares purchased under the option (or to deliver existing
shares of Common Stock) in satisfaction of such tax liability. The Plan
Administrator also has the authority to reprice outstanding options through the
cancellation of those options and the grant of replacement options with a
exercise price equal to the fair market value of the option shares on the
regrant date.
/3/ The five percent (5%) and ten percent (10%) assumed annual rates
of compounded stock price appreciation are mandated by the rules of the
Securities and Exchange Commission. There is no assurance provided to any
executive officer or any other holder of the Company's securities that the
actual stock price appreciation over the 5-year option term will be at the
assumed 5% and 10% levels or at any other defined level. Unless the market
price of the Common Stock does in fact appreciate over the option term, no value
will be realized from the option grants.
9
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the named
executive officers concerning the exercise of options during the 1993 fiscal
year and unexercised options held as of the end of the 1993 fiscal year. No
SARs were exercised during the 1993 fiscal year or outstanding as of the end of
the 1993 fiscal year.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
- -----------------------------------------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options at Fiscal Options at Fiscal
Shares Year-End (1993) Year-End**
Acquired on ----------------------------------------------------------------------
Name Exercise (#) Value Realized* Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David A. Bossen -0- $0 96,398 150,000 $447,718 $503,728
John C. Gingerich -0- 0 44,944 77,500 206,341 264,375
Glenn R. Wienkoop -0- 0 34,250 75,000 119,203 232,328
Robert McAdams, Jr. -0- 0 31,973 52,000 149,373 181,344
Carl A. Thomsen -0- 0 10,000 24,000 40,625 78,625
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Based on the fair market value of the shares on the exercise date less the
exercise price paid for the shares.
** Based on the fair market value of the shares on the last day of the fiscal
year ($20.75 per share) less the exercise price payable for such shares.
REPORT OF THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors sets the base
salary of the Company's executive officers and approves individual bonus
programs for such individuals. In fiscal year 1993, option grants to executive
officers were made by the Board of Directors, and the Board had complete
discretion in establishing the terms of each such grant. However, in December
1993 the Compensation Committee was delegated sole responsibility for granting
options to executive officers. The following is a summary of policies of the
Compensation Committee that affect the compensation paid to executive officers,
as reflected in the tables and text set forth elsewhere in this Proxy Statement.
GENERAL COMPENSATION POLICY. The Committee's overall policy is to
offer the Company's executive officers competitive compensation opportunities
based upon their personal performance, the financial performance of the Company
and their contribution to that performance. One of the Committee's primary
objectives is to have a substantial portion of each officer's compensation
contingent upon the Company's performance as well as upon his or her own level
of performance. Each executive officer's compensation package is comprised of
three elements: (i) base salary which reflects individual performance and is
designed primarily to be competitive with salary levels in the industry, (ii)
annual variable performance awards payable in cash and tied to the achievement
of annual financial performance goals established by the Committee, and (iii)
long-term stock-based incentive awards designed to strengthen the mutuality of
interests between the executive officers and the Company's stockholders.
Generally, as an officer's level of responsibility increases, a greater portion
of his or her total compensation will be dependent upon Company performance and
stock price appreciation rather than base salary.
FACTORS. Several important factors taken into account in establishing
each executive officer's compensation package for the 1993 fiscal year are
summarized below. Additional factors were taken into account to a lesser
degree, and the relative weight given to each factor varied with each individual
in the sole discretion of the Committee. The Committee may in its discretion
apply entirely different factors, such as different measures of financial
performance, for future fiscal years.
10
<PAGE>
* BASE SALARY. The base salary for each officer is set on the
basis of personal performance, the salary levels in effect for comparable
positions with other companies in the industry (with the salary levels for the
Company's executive officers generally set to correspond between the midpoint
and the third quartile of the surveyed data) and internal comparability
considerations. As a general matter, year-to-year adjustments to each executive
officer's base salary are based upon personal performance for the year and
changes in the general level of base salaries of persons in positions comparable
to that of the executive officer within the industry. Although the Company's
profitability generally is not a factor in determining the base salaries of
executive officers, base salaries have been frozen in certain prior years due to
the Company's flat performance in such years.
* ANNUAL INCENTIVE COMPENSATION. Annual bonuses are earned by each
executive officer on the basis of the Company's achievement of corporate
performance targets established by the Committee at the start of the fiscal
year. The amount of the bonus pool for fiscal year 1993 was determined on the
basis of the following performance targets: level of operating income for the
year, the rate of inventory turnover and the average period for which accounts
receivable remained outstanding. The aggregate bonus pool was then allocated to
individual executive officers on the basis of their position within the Company
and their performance rating for the year.
* LONG-TERM STOCK-BASED INCENTIVE COMPENSATION. Until December
1993, stock option grants were made annually by the Board of Directors to each
of the Company's executive officers. In future fiscal years, such grants will
be made solely by the Committee. Each grant is designed to align the interests
of the executive officer with those of the stockholders and provide each
individual with a significant incentive to manage the Company from the
perspective of an owner with an equity stake in the business. Each grant
becomes exercisable in installments over the officer's period of employment and
allows the officer to acquire shares of the Company's Common Stock at a fixed
price per share (the market price on the grant date) over a specified period of
time, thus providing a return to the executive officer only if the market price
of the shares appreciates over the option term and the officer continues in the
Company's employ. The size of the option grant to each executive officer,
including the Chief Executive Officer, is set at a level which is intended to
create a meaningful opportunity for stock ownership based upon the individual's
current position with the Company and the base salary associated with that
position, the size of comparable awards made to individuals in similar positions
in the industry as reflected in external surveys, the individual's potential for
future responsibility and promotion over the option term, the individual's
personal performance in recent periods and the number of options held by the
individual at the time of grant. The relative weight given to these factors in
connection with the option grants made for the 1993 fiscal year varied with each
individual in the sole discretion of the Board of Directors.
Discount options may also be granted to executive officers, provided
they elect to reduce their salary by an amount equal to the aggregate discount
on the option shares. Although the options are granted at below fair market
value, the officer will not be able to recover the full amount of his or her
salary reduction if the market price of the option shares declines over the
option term. Accordingly, the value of these options is tied to appreciation in
the market price of the Company's Common Stock, and they accordingly represent
an investment made by the officer in the future success of the Company. No
discounted option grants were made during the 1993 fiscal year.
CEO COMPENSATION. In setting the compensation payable to the
Company's Chief Executive Officer, David A. Bossen, the Committee sought to be
competitive with other companies in the industry, while at the same time
assuring that a significant percentage of such compensation will be tied to
Company performance and stock price appreciation.
The Committee established Mr. Bossen's base salary based on an
evaluation of his personal performance and with the objective of having his base
salary keep pace with salaries being paid to similarly situated chief executive
officers. Mr. Bossen's salary was set within the third quartile of the surveyed
data. With respect to Mr. Bossen's base salary, it is the Committee's intent to
provide him with a level of stability and certainty each year and not have this
particular component of compensation affected to any significant degree by
Company performance factors.
The remaining components of Mr. Bossen's 1993 fiscal year
compensation, however, were dependent upon both individual and corporate
performance and provided no dollar guarantees. The cash bonus paid to him for
the 1993 fiscal year was based on the Company's attainment of performance
factors tied to the level of operating income, rate of inventory turnover and
the average period for which accounts receivable remained outstanding, as well
as upon
11
<PAGE>
his performance rating for the year. As set forth above, the criteria
applied in determining the size of Mr. Bossen's option grant are the same as
those applied to each other executive officer.
This report was submitted by the Compensation Committee of the
Company's Board of Directors (except with respect to option grants):
Paul Bancroft, III, Chairman
Orion L. Hoch
John W. Larson
With respect to option grants, this report was submitted by the
Company's Board of Directors:
David A. Bossen Graham Tyson
Orion L. Hoch Paul Bancroft, III
Jeffery T. Grade Dwight C. Baum
John W. Larson John C. Gingerich
J.W. McKittrick
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is a former or current officer
or employee of the Company or any of its subsidiaries, other than John W. Larson
who formerly served as Secretary of the Company and who currently serves as
Assistant Secretary of the Company.
No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity which has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.
12
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG MEASUREX CORPORATION,
THE S&P 500 INDEX AND THE S&P HIGH TECH COMPOSITE INDEX
<TABLE>
<CAPTION>
INDEXED/CUMULATIVE RETURNS
BASE RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME PERIOD 11/89 11/90 11/91 11/92 11/93
-------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Measurex Corporation 100 92 64 61 71 83
S&P 500 Index 100 103 101 112 123 149
S&P High Tech Composite Index 100 131 126 152 180 198
</TABLE>
* $100 INVESTED ON 11/30/88 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING NOVEMBER 30
The preceding Report of the Compensation Committee and Board of Directors on
Executive Compensation and the preceding Company Stock Price Performance Graph
are not to be deemed "filed" with the Securities and Exchange Commission (the
"SEC"), nor shall this report or graph be incorporated by reference into any
past or future SEC filings, notwithstanding any statements to the contrary in
such filings.
13
<PAGE>
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
The Company has entered into a severance agreement with each of the
executive officers named in the Summary Compensation Table above, pursuant to
which each such officer may become entitled to special severance benefits in the
event his employment is terminated in connection with certain changes in control
of the Company.
A change in control is defined under each agreement to include: (i)
the acquisition of 50% or more of the Company's outstanding voting stock
pursuant to a transaction effected without the approval of the Measurex Board or
(ii) a change in the composition of the Measurex Board over any period of 36
months or less such that a majority of the Board ceases to be comprised of
individuals who either (A) have been Board members since the beginning of such
period or (B) have been elected or nominated for election as Board members
during such period by a majority of the continuing Board members described in
clause (A). Should there occur such a change in control and the officer's
employment is involuntarily terminated (other than for cause) within 18 months
thereafter, the officer will become entitled to the following severance
benefits: (i) all outstanding options at the time held by the officer will
immediately accelerate and become fully exercisable for all the option shares,
and (ii) the Company will make a cash lump sum payment to the officer in an
amount equal to the difference between (A) 2.99 times the officer's average W-2
wages from the Company for the five calendar years immediately preceding the
calendar year in which the change in control occurs and (B) the value of the
officer's accelerated options, as determined in accordance with the parachute
payment regulations of the federal tax laws.
The total severance benefit payable to the officer will in general not
exceed 2.99 times the officer's average W-2 wages from the Company for the five
calendar years immediately preceding the calendar year in which the change in
control occurs. However, certain options granted prior to the dates of the
severance agreements and the special discounted options from time to time
granted under the 1993 Stock Option Plan will not be subject to this limitation
in the event they are accelerated in connection with the change in control.
Involuntary termination is defined in each severance agreement as the
officer's discharge (other than for cause) or other termination of employment,
whether voluntary or involuntary, following a material reduction in the
officer's compensation or level of responsibilities or a change in the officer's
job location without his or her consent. Termination for cause includes any
involuntary termination triggered by the officer's intentional misconduct.
CERTAIN TRANSACTIONS
On May 30, 1990, the Company entered into an Affiliation Agreement (the
"Affiliation Agreement") with Harnischfeger Industries, Inc., a Delaware
Corporation ("Harnischfeger") pursuant to which Harnischfeger indicated its
intent to purchase outstanding shares of Measurex Common Stock in open market
transactions. Under the terms of the Affiliation Agreement, such stock
purchases may be made at any time and from time to time, subject to market
conditions and other factors. The Affiliation Agreement does not, however,
obligate Harnischfeger to purchase any Measurex Common Stock at any time. With
respect to any such purchases, Harnischfeger has agreed that neither it nor its
affiliates will acquire in the aggregate more than 20% of the total combined
voting power of outstanding Measurex voting stock (including for purposes of
this calculation outstanding stock options and other securities convertible
into, or entitling the holder thereof to acquire voting stock, hereafter "Voting
Stock") without the prior consent of the Measurex Board of Directors, subject to
certain limited exceptions. The Affiliation Agreement also provides that, upon
the request of Harnischfeger, Measurex will use its best efforts to cause its
Board of Directors to take all action necessary to elect a nominee selected by
Harnischfeger to the Board of Directors and thereafter, throughout the term of
the Affiliation Agreement and subject to certain exceptions, to nominate and
solicit proxies for election as director(s) at stockholder meetings a number of
Harnischfeger nominees proportionate to the amount of Measurex voting securities
then held by Harnischfeger and its affiliates. Under the Affiliation Agreement,
Measurex has the option to purchase all shares of Measurex voting securities
owned by Harnischfeger and its affiliates (i) in the event that sales of
Measurex systems to be installed on machines manufactured by Beloit Corporation,
a Delaware corporation and a subsidiary of Harnischfeger ("Beloit"), fail to
meet certain projections or (ii) in the event of a "change in control" of
Harnischfeger or if Harnischfeger ceases to own a majority of Beloit's
outstanding common stock. In addition, Harnischfeger and its affiliates have
certain rights to purchase additional shares of Common Stock in the event their
aggregate equity ownership interest in Measurex is diluted to certain levels.
The Affiliation Agreement may be terminated by either party at the end of seven
years or as otherwise set forth therein.
14
<PAGE>
Measurex and Beloit have entered into a Joint Marketing, Sales and
Development Agreement dated May 30, 1990 pursuant to which Beloit has agreed to
introduce and promote the sale or lease of certain products and systems
manufactured by Measurex. Shipments of the Company's products to Beloit
totalled $3,560,000 in the 1993 fiscal year, and the Company paid Beloit sales
commissions of $58,250 in connection with certain sales of the Company's
products in the 1993 fiscal year.
15
<PAGE>
PROPOSAL 2:
APPROVAL OF AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN
INTRODUCTION
The stockholders are also being asked to vote on a proposal to amend
the Company's Employee Stock Purchase Plan (the "Purchase Plan") to increase the
number of shares of Common Stock authorized for issuance thereunder from
1,000,000 shares to 1,225,000 shares. The amendment was adopted by the Board of
Directors on December 14, 1993, subject to approval by the stockholders at the
1994 Annual Meeting.
The Purchase Plan is a payroll-deduction based stock purchase program
under which the accumulated payroll deductions of the employee participants are
applied on their behalf to the purchase of Common Stock at quarterly intervals.
The terms and provisions of the Purchase Plan, as modified by the proposed
amendment, are summarized below. This summary, however, does not purport to be
a complete description of the Purchase Plan. Copies of the actual plan document
may be obtained by any stockholder upon written request to the Secretary of the
Company at the Corporate Offices in Cupertino, California.
SECURITIES SUBJECT TO THE PURCHASE PLAN
The Common Stock purchasable under the Purchase Plan may be either the
Company's authorized but unissued shares of Common Stock or shares of Common
Stock reacquired by the Company and held as treasury shares, including shares
purchased on the open market. Provided the stockholders approve the amendment
to the Purchase Plan at the 1994 Annual Meeting, a reserve of 1,225,000 shares
of Common Stock will be available for issuance over the term of the Purchase
Plan. 902,203 shares of Common Stock have already been issued under the
Purchase Plan through December 31, 1993, and 322,797 shares will accordingly
remain available for future issuance if the amendment is approved.
In the event that any change is made to the Company's outstanding
Common Stock (whether by reason of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination of shares, exchange
of shares, or other change in corporate structure effected without the Company's
receipt of consideration), appropriate adjustments will be made to (i) the class
and maximum number of securities issuable under the Purchase Plan and (ii) the
class and number of securities purchasable and the price per share payable under
each outstanding purchase right in order to prevent the dilution or enlargement
of benefits under each such right.
ADMINISTRATION
The Purchase Plan will be administered by the Compensation Committee of
the Board of Directors. As Plan Administrator, the Compensation Committee will
have full authority to adopt administrative rules and procedures and to
interpret the provisions of the Purchase Plan. All costs and expenses incurred
in plan administration will be paid by the Company without charge to
participants.
ELIGIBILITY AND PARTICIPATION
By reason of an amendment to the Purchase Plan adopted by the Board of
Directors on July 27, 1993, participation in the Purchase Plan was extended to
eligible employees of the Company's Canadian subsidiaries. Accordingly, any
individual who on the start date of a purchase period (i) is employed on a basis
requiring more than 20 hours of service per week for more than five months per
calendar year by the Company or any participating U.S. or Canadian subsidiary in
the Purchase Plan (including any U.S. or Canadian subsidiary acquired or
established by the Company at any time during the term of the Purchase Plan) and
(ii) has completed at least six (6) months of service with the Company or any
subsidiary (whether or not participating in the Purchase Plan) will be eligible
to participate in the Purchase Plan for that purchase period.
16
<PAGE>
As of February 24, 1994, approximately 1400 employees of the Company
and its participating U.S. and Canadian subsidiaries, including 9 executive
officers, were eligible to participate in the Purchase Plan.
PURCHASE PERIODS
Under the Purchase Plan, shares of Common Stock will be made available
for purchase through a series of purchase periods each of a duration of three
(3) months. The start date of each purchase period is determined by the Plan
Administrator. Purchase periods generally begin on March 1, June 1, September 1
and December 1 each calendar year. The initial purchase period under the
Purchase Plan began on June 1, 1980; the last purchase period under the Purchase
Plan will commence no later than the first day of the second fiscal quarter in
calendar year 2000. No two purchase periods will run concurrently.
The participant will have a separate purchase right for each purchase
period in which he or she participates. The purchase right will be granted on
the start date of the purchase period and will be automatically exercised on the
last business day of that period.
PURCHASE PRICE
The purchase price of the Common Stock acquired at the end of each
purchase period will be equal to the lesser of (i) 85% of the fair market value
------
per share of Common Stock on the start date of that purchase period or (ii) 85%
of the fair market value per share of Common Stock on the quarterly purchase
date.
The fair market value per share of Common Stock on any relevant date
under the Purchase Plan will be the mean of the lowest and highest selling
prices per share on that date on the New York Stock Exchange, as such prices are
officially quoted by the composite tape of transactions on such exchange.
On February 24, 1994, the fair market value per share of the Company's
Common Stock was $19.75.
PURCHASE RIGHTS
Each participant may, through periodic payroll deductions, apply from
2% to 10% of his or her earnings (base salary plus bonuses, commissions,
overtime pay and any salary deferral contributions made under the Company's Code
Section 401(k) program) each purchase period to the purchase of Common Stock
under the Purchase Plan. To the extent administratively feasible, the
participant's payroll deductions will be deposited into an interest-bearing
account as collected.
STOCK PURCHASES
On the last business day of each purchase period, the payroll
deductions of each participant (together with any interest earnings thereon)
will automatically be applied to the purchase of whole shares of Common Stock at
the purchase price in effect for that purchase period.
TERMINATION OF PURCHASE RIGHTS
A participant's purchase right will terminate upon (i) the
participant's termination of employment or (ii) the participant's election to
withdraw from the Purchase Plan. Any payroll deductions which the participant
may have made with respect to the terminated purchase right will be refunded,
together with any interest earned thereon.
STOCKHOLDER RIGHTS
No participant will have any stockholder rights with respect to the
shares of Common Stock subject to his or her purchase right until the shares are
actually purchased on the participant's behalf. No adjustment will be made for
dividends, distributions or other rights for which the record date is prior to
the date of such purchase.
17
<PAGE>
ASSIGNABILITY
No purchase rights will be assignable or transferable by the
participant, and the purchase rights will be exercisable only by the
participant.
MERGER OR LIQUIDATION OF COMPANY
Should the Company or its stockholders enter into an agreement to
dispose of all or substantially all of the assets or outstanding capital stock
of the Company by means of a sale, merger or other reorganization in which the
Company will not be the surviving corporation or should the Company be
liquidated, then all outstanding purchase rights will automatically be exercised
immediately prior to the effective date of such transaction at a purchase price
per share equal to 85% of the lower of (i) the fair market value per share of
-----
Common Stock on the start date of the purchase period in which such transaction
occurs or (ii) the fair market value per share immediately prior to the
effective date of such transaction. Alternatively, the Plan Administrator may
provide for the immediate refund of all payroll deductions for the purchase
period in which such transaction occurs, together with any interest earnings
thereon.
AMENDMENT AND TERMINATION
The Board may from time to time alter, amend, suspend or discontinue
the provisions of the Purchase Plan. The Board may not, however, without
stockholder approval, (i) increase the number of shares issuable under the
Purchase Plan, except in connection with certain changes in the Company's
capital structure, (ii) extend the term of the Purchase Plan, (iii) alter the
purchase price formula so as to reduce the purchase price, (iv) materially
increase the benefits accruing to participants or (v) materially modify the
requirements for eligibility to participate in the Purchase Plan.
The Purchase Plan will terminate upon the earlier of (i) the last day
-------
of the second fiscal quarter in the year 2000 or (ii) the date on which all
shares available for issuance thereunder are sold pursuant to exercised purchase
rights.
FEDERAL TAX CONSEQUENCES
A participant who acquires Common Stock under the Purchase Plan will
recognize ordinary income at the time of purchase in an amount equal to the
excess of the fair market value of the purchased shares on the purchase date
over the purchase price paid for those shares, and the participant will be
required to satisfy the employment and income tax withholding requirements
applicable to such income.
Any additional gain recognized upon the disposition of the shares will
be a capital gain, which will be long-term if the shares have been held for more
than one (1) year following their purchase date under the Purchase Plan.
The Company will be entitled to a business expense deduction equal to
the amount of ordinary income recognized by the participant with respect to the
purchased shares. The deduction will be allowed for the taxable year of the
Company in which the ordinary income is recognized by the participant.
18
<PAGE>
STOCK PURCHASES
The following table contains information concerning the shares
purchased under the Purchase Plan during the period commencing November 30, 1992
and ending November 28, 1993 by the executive officers named in the Summary
Compensation Table above and by the various groups indicated:
EMPLOYEE STOCK PURCHASE PLAN SHARES PURCHASED
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
Number of Weighted Average
Name Shares Purchased Purchase Price
- ----------------------------------------------------------------------
<S> <C> <C>
David A. Bossen 3,312 $15.539
John C. Gingerich 0 --
Robert McAdams, Jr. 0 --
Glenn R. Wienkoop 2,037 $15.539
Carl A. Thomsen 0 --
All current executive officers as a
group (9 persons) 6,375 $15.533
All employees, including current 64,199 $15.560
officers who are not executive
officers, as a group (229 persons)
- ----------------------------------------------------------------------
</TABLE>
STOCKHOLDER APPROVAL
The affirmative vote of a majority of the voting shares represented
and voted at the 1994 Annual Meeting is required for approval of the proposed
amendment to the Purchase Plan. If such stockholder approval is not obtained,
no shares will be issued under the Purchase Plan on the basis of the proposed
225,000-share increase, and the Purchase Plan will continue in effect in
accordance with the terms and provisions last approved by the stockholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Because the Purchase Plan provides employees with a meaningful
incentive to remain with the Company by offering them an opportunity to acquire
a proprietary interest in the Company and serves to further align their
interests with those of the stockholders, the Board of Directors recommends that
the stockholders vote FOR the approval of the amendment to the Purchase Plan
which will increase the number of shares available for issuance under the
Employee Stock Purchase Plan.
19
<PAGE>
PROPOSAL 3:
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Coopers & Lybrand served as independent public accountants
for the Company for the fiscal year ended November 28, 1993. The Board of
Directors desires the firm to continue in this capacity for the current fiscal
year. Accordingly, a resolution will be presented to the meeting to ratify the
selection of Coopers & Lybrand by the Board of Directors as independent public
accountants to audit the accounts and records of the Company for the fiscal year
ending November 27, 1994, and to perform other appropriate services. In the
event that stockholders fail to ratify the selection of Coopers & Lybrand, the
Board of Directors would reconsider such selection.
A representative of Coopers & Lybrand will be present at the Annual
Meeting to respond to appropriate questions and to make a statement if such
representative desires to do so.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered at the 1995 Annual
Meeting of Stockholders must be received by Measurex no later than November 3,
1994. The proposal must be mailed to the Company's principal executive offices,
One Results Way, Cupertino, California 95014, Attention: Corporate Secretary.
Such proposals may be included in next year's proxy statement if they comply
with certain rules and regulations promulgated by the Securities and Exchange
Commission.
OTHER MATTERS
Management does not know of any matters to be presented at this Annual
Meeting other than those set forth herein and in the Notice accompanying this
Proxy Statement.
It is important that your shares be represented at the meeting,
regardless of the number of shares which you hold. YOU ARE, THEREFORE, URGED TO
EXECUTE PROMPTLY AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE WHICH
HAS BEEN ENCLOSED FOR YOUR CONVENIENCE. Stockholders who are present at the
meeting may revoke their proxies and vote in person provided such person
supplies the inspector of elections with satisfactory proof of share ownership
as of the record date or, if they prefer, may abstain from voting in person and
allow their proxies to be voted.
By Order of the Board of Directors,
Charles Van Orden
Secretary
March 3, 1994
Cupertino, California
20
<PAGE>
THIS EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN") IS TRANSMITTED TO THE SEC IN THIS
ANNEX 1 PURSUANT ITEM 10 OF SCHEDULE 14A. THE PLAN HAS NOT BEEN DISTRIBUTED TO
STOCKHOLDERS AND SHALL NOT BE DEEMED "PROXY SOLICITATING" MATERIAL.
MEASUREX CORPORATION
--------------------
EMPLOYEE STOCK PURCHASE PLAN
(AMENDED AND RESTATED EFFECTIVE DECEMBER 14, 1993)
--------------------------------------------------
I. PURPOSE
-------
The Measurex Corporation Employee Stock Purchase Plan (the "Plan") is
intended to provide eligible employees of Measurex Corporation (the "Company")
and such of its wholly-owned United States and Canadian subsidiaries
("Participating Subsidiaries") as the Board of Directors of the Company shall
from time to time designate, with an opportunity to acquire a proprietary
interest in the Company through their participation in a plan which will allow
them to purchase common stock of the Company at a discount through regular
payroll deductions.
II. ADMINISTRATION
--------------
The Plan shall be administered by the Company's Board of Directors
(the "Board") or by a committee (the "Committee") comprised of at least three
Board members appointed from time to time by, and serving at the pleasure of,
the Board. If the Committee is appointed, no member of the Committee while
serving as such shall be, or during the one-year period prior to such service
shall have been, eligible to participate in the Plan or any other stock option,
stock appreciation, stock bonus or other stock plan of the Company or its
affiliates (including Participating Subsidiaries), except to the extent such
member may become entitled to one or more periodic option grants pursuant to the
automatic grant provisions of the Company's 1993 Stock Option Plan (or the
predecessor 1981 Stock Option Plan).
The Plan Administrator (whether the Board or the Committee) shall have
full authority to administer the Plan, including authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary. Decisions of the Plan
Administrator shall be final and binding on all parties who have an interest in
the Plan.
III. PURCHASE PERIODS
----------------
The Plan shall be implemented in a series of Purchase Periods over the
term of the Plan. Each Purchase Period shall have a commencement date determined
by the Plan Administrator and shall be of a duration of three months. The
commencement date of the first Purchase Period shall be June 1, 1980, provided
(i) the Plan shall have been approved prior to such date by the Company's
shareholders and (ii) the Company shall have complied with all applicable
requirements of the Securities Act of 1933 (as amended), all applicable listing
requirements of any securities exchange on
<PAGE>
which the Company's common stock is listed and all other applicable requirements
established by law or regulation. No two Purchase Periods shall run
concurrently, and no Purchase Period shall have a commencement date later than
the first day of the second fiscal quarter of fiscal year 2000.
IV. ELIGIBILITY AND PARTICIPATION
-----------------------------
(a) Every employee of the Company or a Participating Subsidiary is
eligible to participate in the Plan during a Purchase Period if on the
commencement date of such Purchase Period the employee:
(i) has completed at least six months of service with the Company
or a Participating Subsidiary;
(ii) is not employed on a basis which customarily requires less than
20 hours of service per week or less than five months of service per calendar
year; and
(iii) is on the payroll of either the Company or any Participating
Subsidiary.
(b) In order to participate in the Plan for a particular Purchase
Period, an eligible employee must complete the enrollment forms prescribed by
the Plan Administrator (including a purchase right agreement and a payroll
deduction authorization) and file such forms, no later than 15 days prior to the
commencement date of the Purchase Period, with the Plan Administrator or its
designate.
(c) The payroll deduction authorized by a participating employee
may be at any rate from 2% through 10% (in a multiple of 1%) of the salary or
wages (including bonuses, commissions, overtime pay and any salary deferral
contributions made to the qualified Code Section 401(k) program in effect under
the Company's Savings and Deferred Profit-Sharing Plan) paid to such employee
during the relevant Purchase Period. The deduction rate so authorized shall
continue in effect for the entire Purchase Period and each subsequent Purchase
Period, unless the employee shall, not less than 15 days prior to the
commencement of a Purchase Period, elect a different rate by filing the
appropriate form with the Plan Administrator or its designate. The new rate
shall become effective as of the Purchase Period commencing immediately after
the filing of such form. Payroll deductions, however, will automatically cease
if the employee's right to purchase is terminated in accordance with Section
VI(d) or (e).
2
<PAGE>
V. STOCK SUBJECT TO PLAN
---------------------
(a) The stock which is purchasable by employees under the Plan shall
be the Company's authorized but unissued shares of common stock, $0.01 par value
("Stock"), or shares of such Stock reacquired by the Company and held as
Treasury shares, including shares purchased on the open market. The total number
of shares which may be sold to employees under the Plan shall not exceed
1,225,000* shares (subject to adjustment under subparagraph (b) below).
(b) In the event any change is made to the Stock purchasable under
the Plan (whether by reason of merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination of shares, exchange
of shares or other change in corporate structure effected without the Company's
receipt of consideration), then unless such change is the result of a
transaction described in Section VI(j), appropriate adjustments shall be made by
the Plan Administrator to (I) the class and maximum number of shares purchasable
under the Plan and (II) the class and number of shares and price per share of
Stock subject to outstanding purchase rights held by employees under the Plan.
VI. PURCHASE RIGHTS
---------------
An eligible employee who participates in the Plan for a particular
Purchase Period shall have the right to purchase Stock upon the terms and
conditions set forth below and shall execute an agreement embodying such terms
and conditions and such other provisions, not inconsistent with the Plan, as the
Plan Administrator may deem advisable.
(a) Purchase Price. The Purchase Price per share for each purchase
--------------
period commencing on or after April 25, 1990 shall be the lesser of (i) 85% of
------
the fair market value per share of Stock on the date on which the purchase right
is granted or (ii) 85% of the fair market value per share of Stock on the date
on which the right is exercised. For purposes of the preceding sentence, the
fair market value per share of Stock on any relevant date shall be the mean of
the highest and lowest selling prices per share, as
- ----------------------
* The number of shares has been adjusted to reflect (i) the two-for-one stock
split effected on January 3, 1984, (ii) the two-for-one stock split effected
on February 20, 1987 and (iii) the 225,000-share increase authorized by the
Board on December 14, 1993, subject to shareholder approval at the 1994
Annual Meeting. From and after December 15, 1993, the maximum number of
shares which may be issued under the Plan shall not exceed ____________
shares, subject to adjustment in the event of certain changes in corporate
structure.
3
<PAGE>
officially quoted on the New York Stock Exchange--Composite Tape, on such date,
or, if there are no selling prices quoted for such date, then on the immediately
preceding date for which such quotations exist.
(b) Number of Shares. The number of shares purchasable by a
----------------
participant for any particular Purchase Period shall be the number of whole
shares obtained by dividing the balance credited to the participant's individual
account under the Plan as of the last day of the Purchase Period by the Purchase
Price in effect for such Purchase Period.
(c) Payment. Payment for Stock under the Plan shall be effected by
-------
means of the participant's authorized payroll deductions, which shall begin with
the first pay period which ends coincident with or immediately following the
commencement date of the relevant Purchase Period and shall terminate with the
pay period ending with or immediately prior to the last day of the Purchase
Period. The amounts so deducted shall be credited to the Plan account
maintained on the participant's behalf on the Company's books, and to the extent
it is practicable to deposit the deducted amounts in an interest-bearing account
maintained for Plan participants with a responsible bank or other financial
institution, the amounts credited to participant's account shall accrue interest
at the same rate as the interest-bearing account. Should it not be practicable
to establish or maintain such an interest-bearing account, then the deducted
amounts may be commingled with the general assets of the Company and used for
its general corporate purposes without the payment of interest.
(d) Termination of Purchase Right. A participant may, at any time
-----------------------------
prior to the last 15 days of the Purchase Period, terminate his/her purchase
right by filing the prescribed notification form with the Plan Administrator or
its designate. Any amounts deducted from the participant's pay or otherwise
collected from him/her by reason of his/her participation in the Plan for such
Purchase Period shall be refunded, and no further amounts will be collected from
the participant (by payroll deduction or otherwise) during the remainder of the
Purchase Period. The termination of such right shall be irrevocable with
respect to the Purchase Period to which it pertains and shall require the
participant to re-enroll in the Plan (by making a timely filing of a new
purchase right agreement and payroll deduction authorization) if he/she wishes
to resume participation in a subsequent Purchase Period.
(e) Termination of Employment. If a participant ceases to be an
-------------------------
Employee for any reason (including death or retirement) during a Purchase
Period, his/her purchase right shall immediately terminate and all payroll
deductions previously collected from the participant for that Purchase Period
shall be refunded to the participant or the personal representative of his/her
estate. For
4
<PAGE>
all purposes under the Plan, an individual shall be deemed to be an Employee for
so long as such individual remains in the employ of the Company or any
Participating Subsidiary.
(f) Exercise. Each purchase right other than a right which has
--------
been previously terminated in accordance with Section VI(d) or (e) shall be
exercised automatically on the last business day of the Purchase Period. The
exercise of the purchase right shall be effected by applying the amount credited
to each participant's account on the exercise date to the purchase of whole
shares of Stock at the Purchase Price. Any amount remaining in the
participant's account after such application shall be held for the purchase of
Stock in the next Purchase Period.
(g) Proration of Purchase Rights. If the total number of shares of
----------------------------
Stock for which purchase rights are to be exercised on any particular date
exceeds the number of shares then available for issuance under the Plan, the
Plan Administrator shall make a pro-rata allocation of the available shares on a
uniform and non-discriminatory basis, and any payroll deductions not applied to
the purchase of Stock shall be refunded to the participants.
(h) Rights as Shareholder. A participant shall have no rights as a
---------------------
shareholder with respect to shares covered by any purchase right granted him/her
under the Plan until such right is exercised. No adjustments shall be made for
dividends, distributions or other rights for which the record date is prior to
the date of exercise.
As soon as practicable after the date of exercise, the participant
shall be issued a stock certificate for the number of shares for which his/her
purchase right has been exercised. Such certificate may, upon the participant's
request, be issued in the names of the participant and his/her spouse as
community property or as joint tenants with right of survivorship.
(i) Assignability. No purchase right granted under the Plan shall be
-------------
assignable or transferable by a participant, and the purchase right shall be
exercisable only by the participant.
(j) Merger or Liquidation of Company. In the event the Company or
--------------------------------
its shareholders enter into an agreement to dispose of all or substantially all
of the assets or outstanding capital stock of the Company by means of a sale,
merger or reorganization in which the Company will not be the surviving
corporation or in the event the Company is liquidated, then the Plan
Administrator may, in connection with the consummation of such sale, merger,
reorganization or liquidation, cancel each outstanding purchase right and refund
all sums previously collected from participants during the Purchase Period or,
in its discretion, provide each participant with an election to exercise one of
the two alternatives below:
5
<PAGE>
A. receive a cash refund of all sums previously collected from
the participant during the Purchase Period; or
B. have his/her outstanding purchase right exercised immediately
prior to the consummation of such sale, merger, reorganization or
liquidation and thereby have the balance of his/her account applied to the
purchase of whole shares of Stock at the Purchase Price. The balance of
the account not so applied shall be promptly refunded.
(k) Interest. Interest shall be paid on any sums refunded to a
--------
participant by reason of the termination of his/her purchase right prior to
exercise, provided and only if: (i) the refunded sums were held in an interest-
--------------------
bearing account maintained for Plan participants or (ii) the Plan Administrator
determines that payment of interest on the refunded sums is necessary to satisfy
applicable requirements of Federal or state law or regulation.
VII. AMENDMENT
---------
The Board may from time to time alter, amend, suspend or discontinue
the Plan; provided, however, that no such action shall adversely affect rights
--------
and obligations with respect to purchase rights at the time outstanding under
the Plan; and provided, further, that no such action of the Board may, without
-----------------
the approval of shareholders of the Company, increase the number of shares of
Stock issuable under the Plan (unless necessary to effect the adjustment
required by Section V(b)), extend the term of the Plan, alter the purchase price
formula so as to reduce the purchase price specified in the Plan, otherwise
materially increase the benefits accruing to participants under the Plan or
materially modify the requirements for eligibility to participate in the Plan.
IX. GENERAL PROVISIONS
------------------
(a) The Plan became effective on June 1, 1980. On February 2,
1989, the Board amended the Plan to authorize the issuance of Treasury shares
under the Plan, including shares purchased on the open market. The Board
further amended the Plan effective April 10, 1989 to except automatic option
grants under the Company's Stock Option Plan (1981) from the requirement that
members of the Committee administering the Plan be ineligible to participate in
the Plan or any other stock option, stock bonus or stock plan of the Company.
On April 25, 1990, the Company's shareholders approved an amendment and
restatement of the Plan which extended the term of the Plan to the last day of
the second fiscal quarter in fiscal year 2000 and reduced the Purchase Price for
shares offered under the Plan to the lesser of (i) 85% of the fair market value
------
per share on the date on which the Purchase
6
<PAGE>
Period begins or (ii) 85% of the fair market value per share on the date on
which the Purchase Period ends.
(b) This December 14, 1993 restatement incorporates the amendment
to the Plan authorized by the Board on December 14, 1993 which (i) provides
explicit authority for eligible employees of the participating Canadian
subsidiaries to participate in the Plan and (ii) increases the number of shares
available for issuance under the Plan from 1,000,000 shares to 1,225,000 shares
of Stock. The 225,000-share increase, however, is subject to shareholder
approval at the 1994 Annual Meeting, and none of the shares subject to such
increase shall be issued under the Plan until such approval is obtained. Should
shareholder approval of the 225,000-share increase not be obtained at the 1994
Annual Meeting, then that increase shall not be implemented, and the number of
shares authorized for issuance over the term of the Plan shall be limited to
1,000,000 shares of Stock, as adjusted from time to time pursuant to Section
V(b) above.
(c) The Plan shall terminate upon the earlier of (i) the last day
-------
of the second fiscal quarter in fiscal year 2000 or (ii) the date on which all
shares available for issuance under the Plan shall have been sold pursuant to
purchase rights exercised under the Plan.
(d) All costs and expenses incurred in the administration of the
Plan shall be paid by the Company.
(e) Neither the action of the Company in establishing the Plan, nor
any action taken under the Plan by the Board or the Plan Administrator, nor any
provision of the Plan itself shall be construed so as to grant any person the
right to remain in the employ of the Company or any of its subsidiaries for any
period of specific duration, and such person's employment may be terminated at
any time, with or without cause.
(f) The provisions of the Plan shall be governed by the laws of the
State of Delaware.
7
<PAGE>
MEASUREX CORPORATION
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints DAVID A. BOSSEN and JOHN W. LARSON, and
each or either of them as Proxies of the undersigned, with full power of
substitution, and hereby authorizes them to represent and to vote, as designated
below, all of the shares of Common Stock of MEASUREX CORPORATION, held of record
by the undersigned on February 24, 1994 at the Annual Meeting of Stockholders of
Measurex Corporation to be held April 19, 1994, or at any adjournment or
postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NOS. 1, 2 AND 3.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ON THE REVERSE
SIDE. THIS PROXY WILL BE VOTED FOR PROPOSAL NOS. 1, 2 AND 3 IF NO SPECIFICATION
IS MADE.
1. ELECTION OF DIRECTORS
[_] FOR all nominees [_] WITHHOLD AUTHORITY [_] EXCEPTIONS
listed below to vote for all
nominees
INSTRUCTION: To withhold authority to vote for any individual nominee mark the
"EXCEPTIONS" box, and strike a line through the nominee's name in the list
below:
Paul Bancroft III; Dwight C. Baum; John C. Gingerich
2. To approve the amendment to the Company's Employee Stock Purchase Plan to
increase the number of shares of Common Stock authorized for issuance
thereunder from 1,000,000 to 1,225,000 shares.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To ratify the selection of Coopers & Lybrand as independent auditors of the
Company.
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.
Please sign exactly as your name(s) is (are) shown on the share certificate
to which the Proxy applies. When shares are held by joint tenants, both should
sign. When signing as an 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 officer. If a partnership,
please sign in partnership name by authorized person.
DATED:______________________________________, 1994
_________________________________________________
Signature
_________________________________________________
(Additional signature if held jointly)
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
