<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 Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MEASUREX CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF MEASUREX COR-
PORATION APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 18, 1995
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 18, 1995 for the following purposes:
1. To elect to the board three directors;
2. 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 December 3, 1995; and
3. 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,
1995 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, 1995
<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 18, 1995
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 18, 1995 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, 1995.
VOTING RIGHTS AND SOLICITATION
The close of business on February 24, 1995 was the record date for
stockholders entitled to notice of and to vote at the Annual Meeting. As of that
date, Measurex had 16,261,790 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" and FOR
ratification of the selection of accountants as described herein under "Proposal
2--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.
<TABLE>
<CAPTION>
NOMINEES TO BOARD OF DIRECTORS
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 1968 Class II 68
and Chief Executive Officer, Measurex 1998
Corporation
Orion L. Hoch Chairman Emeritus, Litton Industries, 1979 Class II 66
Inc. (multi-industry company) 1998
Jeffery T. Grade Chairman of the Board of Directors 1993 Class II 51
and Chief Executive Officer, 1998
Harnischfeger Industries, Inc.
(manufacturer of papermaking, surface
mining and material handling
equipment and provider of systems
integration services)
</TABLE>
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 is the Chairman Emeritus of Litton Industries, Inc. ("Litton"),
a multi-industry company. He served as Chairman of Litton from 1988 to 1994.
Prior to that he served as Chief Executive Officer of Litton from 1986 through
1992 and as a director since 1982. Dr. Hoch is also a trustee of Carnegie
Mellon University and is a director and Chairman of the Executive Committee of
the Board of Directors of Western Atlas, Inc.
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 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.
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>
John W. Larson Chairman, Brobeck, Phleger & 1970(1) Class III 59
Harrison (law firm) 1996
J.W. McKittrick President, Tel-Research Corporation 1968 Class III 67
(consulting business) 1996
Graham Tyson Retired Chairman and Chief Executive 1979 Class III 71
Officer, Dataproducts Corporation 1996
(computer printer manufacturer)
Paul Bancroft III Venture Capitalist 1968 Class I 65
1997
Dwight C. Baum Senior Vice President, PaineWebber 1968 Class I 82
Incorporated (investment banking) 1997
John C. Gingerich President and Chief Operating 1993 Class I 58
Officer, 1997
Measurex Corporation
</TABLE>
_________________________________
(1) Except for a period from July 1971 to September 1973 when Mr. Larson was in
government service.
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.
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,
3.
<PAGE>
Inc., Scudder Development Fund, Scudder International Fund, Scudder Global Fund,
Inc., Western Atlas, 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.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of five meetings
during fiscal 1994. During fiscal 1994, each director, except Mr. Baum, attended
at least 75% of the aggregate of (i) the total number of meetings of the Board
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, which currently consists of Messrs. Baum, Tyson and
Grade, held two meetings during fiscal 1994.
The Compensation Committee reviews and approves the compensation
arrangements for the Company's executive officers and other key employees in
management positions. The Compensation Committee also administers the Company's
1993 Stock Option Plan and Employee Stock Purchase Plan. This Committee,
consisting of Messrs. Bancroft, Hoch and Larson, held one meeting during fiscal
1994.
DIRECTOR REMUNERATION
Non-employee members of the Board are each paid an annual retainer fee
of $14,000, except for Mr. Tyson and Mr. Bancroft, who as chairmen of the Audit
Committee and the Compensation Committee, respectively, receive an annual
retainer fee of $15,000. In addition, each non-employee member is paid $1,000
per Board meeting and $850 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. On April 19, 1994, the date of the
1994 Annual Stockholders Meeting, each non-employee Board member received an
automatic option grant under the 1993 Stock Option Plan for 4,000 shares of
Common Stock with an exercise price of $18.125 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
4.
<PAGE>
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, 1995 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..................................... 60,000(2) 0.3%
Dwight C. Baum........................................ 52,000 0.3%
David A. Bossen....................................... 442,819 2.7%
John C. Gingerich..................................... 118,695 0.7%
Jeffery T. Grade...................................... 9,000(3) *
Orion L. Hoch......................................... 36,000 0.2%
John W. Larson........................................ 50,126 0.3%
Robert McAdams, Jr.................................... 77,973 0.4%
J.W. McKittrick....................................... 35,680 0.2%
Graham Tyson.......................................... 32,000 0.1%
John G. Preston....................................... 40,250(4) 0.2%
Glenn R. Wienkoop..................................... 85,785 0.5%
All current directors and executive officers
as a group (16 persons)........................... 1,195,166 7.3%
</TABLE>
- --------------------
* Less than 0.1%.
(1) Includes shares of Common Stock purchasable under options which are
exercisable as of February 24, 1995 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 1,613,100 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."
(4) Does not include 1,000 shares held by Mr. Preston's son and 1,000 shares
held by his daughter, over which he has no voting or investment power and
as to which he disclaims any beneficial interest.
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, 1995.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------------- ----------- ---------
<S> <C> <C>
Harnischfeger Industries, Inc......................................... 1,613,100 9.9%
13400 Bishops Lane
Brookfield, Wisconsin 53005
Mitchell Hutchins
Institutional Investors Inc........................................... 1,750,400(1) 10.7%
1285 Avenue of the Americas
New York, New York 10019
FMR Corp.............................................................. 942,600(2) 5.7%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
__________________________
(1) Pursuant to Amendment No. 2 to Schedule 13G dated February 13, 1995 and
filed with the Securities and Exchange Commission, Mitchell Hutchins
Institutional Investors Inc. has reported shared voting and investment
power over all of these shares.
(2) Pursuant to a Schedule 13G dated February 13, 1995 and filed with the
Securities and Exchange Commission, FMR Corp. and Edward C. Johnson III
have reported that as of December 31, 1994, FMR Corp. and Mr. Johnson
have sole voting power over 21,900 shares and sole investment power over
all the shares. Mr. Johnson is the Chairman and beneficial owner of
24.9% of the outstanding voting stock of FMR Corp.
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
27, 1994 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 27, 1994, November 28, 1993 and November 29, 1992,
respectively.
<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 ($) Options (#) tion ($)/2/
--------- ------ ------------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
David A. Bossen 1994 405,000 282,400 60,000 7,446
Chief Executive 1993 405,000 234,300 47,550 7,646
Officer and 1992 383,527 110,300 25,000 7,857
Chairman of the
Board of Directors
John C. Gingerich 1994 318,850 176,600 40,000 2,827
President, 1993 290,000 131,800 25,000 2,585
Chief Operating 1992 273,947 67,700 20,000 2,285
Officer and
Director
Glenn R. Wienkoop 1994 255,000 135,300 20,000 1,595
President, 1993 255,000 124,700 28,250 1,542
Industrial Systems 1992 235,009 62,200 25,000 1,542
Division
Robert McAdams, Jr. 1994 235,008 96,200 20,000 2,363
Senior Vice 1993 235,008 81,600 15,000 2,171
President 1992 221,145 46,000 14,000 1,932
and Chief
Financial Officer
John G. Preston 1994 175,000 103,824 15,000 1,902
Vice President and 1993 175,000 76,494 12,000 879
General Manager, ICS 1992 138,250 68,019 -0- 736
Business Unit
</TABLE>
/1/ Includes salary deferred under the Company's Savings and Deferred
Profit-Sharing Plan.
/2/ Includes for fiscal year 1994 (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:
7.
<PAGE>
<TABLE>
<CAPTION>
Officer Plan Contribution Insurance Premiums
- ------- ----------------- ------------------
<S> <C> <C>
David A. Bossen $1,000 $6,446
John C. Gingerich $1,000 $1,827
Glenn R. Wienkoop $1,000 $ 595
Robert McAdams, Jr. $1,000 $1,363
John G. Preston $1,000 $ 902
</TABLE>
STOCK OPTIONS
The following table contains information concerning the grant of stock
options made under the Company's 1993 Stock Option Plan for the 1994 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 ($/Sh)/2/ Date 5%($)/3/ 10%($)/3/
---- ----------- ------------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
David A. Bossen 60,000 9.64 18.875 12/14/2003 712,223 1,804,913
John C. Gingerich 40,000 6.43 18.875 12/14/2003 474,815 1,203,276
Glenn R. Wienkoop 20,000 3.21 18.875 12/14/2003 237,408 601,638
Robert McAdams, Jr. 20,000 3.21 18.875 12/14/2003 237,408 601,638
John G. Preston 15,000 2.41 18.875 12/14/2003 178,056 451,228
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ All the options were granted on December 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 ten
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, 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 a successful 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
8.
<PAGE>
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/ 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 10-year option term will be at the assumed five percent (5%) and ten percent
(10%) assumed annual rates of compounded stock price appreciation 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.
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the named
executive officers concerning the exercise of options during the 1994 fiscal
year and unexercised options held as of the end of the 1994 fiscal year. No SARs
were exercised during the 1994 fiscal year or outstanding as of the end of the
1994 fiscal year.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Securities Underlying
Unexercised Options at Fiscal Value of Unexercised in-the-Money
Year-End (1994) Options at Fiscal Year-End ($)**
Shares Acquired Value Realized ----------------------------------------------------------------------
Name on Exercise (#) ($)* Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David A. Bossen -0- -0- 156,385 150,013 662,252 401,693
John C. Gingerich -0- -0- 74,943 87,501 314,774 230,941
Glenn R. Wienkoop 28,648 153,947 32,914 67,688 84,355 181,946
Robert McAdams, Jr. -0- -0- 52,473 51,500 224,591 143,625
John G. Preston -0- -0- 23,250 30,750 83,343 70,906
- ------------------------------------------------------------------------------------------------------------------------------------
</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.
COMPENSATION COMMITTEE REPORT 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
executive officers. The Committee also has sole and exclusive authority to make
option grants to executive officers and other key employees under the Company's
1993 Stock Option Plan. The following is a summary of policies of the Committee
that affect the compensation paid to executive officers for the 1994 fiscal
year, 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 that reflects individual performance and is
designed primarily to be competitive with the market for executive talent, (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
9.
<PAGE>
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. The principal factors that were taken into account in
establishing each executive officer's compensation package for the 1994 fiscal
year are summarized below. However, the Committee may in its discretion apply
entirely different factors, such as different measures of financial performance,
for future fiscal years.
* BASE SALARY. On the basis of the compensation survey of high-
technology companies published by an independent management consulting firm, the
Committee analyzes compensation data for those technology companies which have
sales volume similar to the Company and compete with the Company for executive
talent. This peer group is comprised of approximately 70 companies. The base
salary for each officer is set on the basis of the salary levels in effect for
comparable positions with the peer group companies, the individual's personal
performance and internal comparability considerations. The relative weight given
to each factor varies with each individual in the sole discretion of the
Committee. Each executive officer's base salary is adjusted each year on the
basis of the Committee's evaluation of the officer's personal performance for
the year in response to market forces affecting the general level of base
salaries of persons in comparable positions within the peer group. The Company's
performance and profitability generally is not a substantial factor in
determining the base salaries of executive officers. For the 1994 fiscal year,
the base salary level of the Company's executive officers was generally between
the midpoint and the third quarter of the surveyed compensation data for the
peer group.
For purposes of the stock price performance graph that appears later in
this Proxy Statement, the Company has selected the S&P High Tech Composite Index
as the industry index. This index consists of companies with significantly
greater capitalization and sales volume than the Company and therefore none of
the companies in the S&P High Tech Composite Index are included in the peer
group companies survey. In selecting companies to survey for comparative
compensation purposes, the Committee focused primarily on whether those
companies were actually competitive with the Company in seeking executive
talent.
* 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 1994 was determined on the
basis of the following performance targets: level of operating income for the
year, rate of inventory turnover and 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. Generally, stock
option grants are made annually to each of the Company's executive officers.
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 generally 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 (up to ten years). Each option
generally becomes exercisable in installments over a 4-year period, contingent
upon the officer's continued employment with the Company. Accordingly, the
option will provide a return to the executive officer only if he or she remains
employed by the Company during the 4-year vesting period, and then only if the
market price of the shares appreciates over the option term.
The size of the option grant to each executive officer, including the
Chief Executive Officer, is set at a level that is intended to create a
meaningful opportunity for stock ownership based upon the individual's current
position with the Company and the salary grade associated with that position,
the individual's personal performance in recent periods and his or her potential
for future responsibility and promotion over the option term. The Committee also
takes into account the number of unvested options held by the executive officer
in order to maintain an appropriate level of equity incentive for that
individual based upon his or her salary grade.
CEO COMPENSATION. In setting the total compensation payable to the
Company's Chief Executive Officer, David A. Bossen, for the 1994 fiscal year the
Committee sought to be competitive with other companies in the peer
10.
<PAGE>
group, 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 adjusted Mr. Bossen's base salary for the 1994 fiscal year
in recognition 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 at the peer group companies. 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.
For the 1994 fiscal year, Mr. Bossen's base salary was at approximately the 75th
percentile of the base salary levels for the peer group.
The remaining components of Mr. Bossen's 1994 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 1994 fiscal
year was based on the Company's attainment of performance factors tied to the
level of operating income, the rate of inventory turnover and the average period
for which accounts receivable remained outstanding, as well as upon his
performance rating for the year.
Stock option grants were also awarded to Mr. Bossen in fiscal 1994 in
order to provide a significant equity incentive for him to remain with the
Company and contribute to the financial success of the Company. As previously
indicated, these options will have value for Mr. Bossen only if the market price
of the underlying option shares appreciates over the market price in effect on
the date the grants were made.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code disallows a tax deduction to
publicly held companies for compensation exceeding $1 million paid to certain of
their executive officers. It is not expected that the compensation to be paid
to the Company's executive officers for fiscal 1995 will exceed the $1 million
limit per covered officer. Under the phase-in period in effect for this
limitation, any compensation deemed paid in fiscal 1995 upon the exercise of
outstanding options under the Company's 1993 Stock Option Plan with an exercise
price equal to the fair market value of the option shares on the grant date will
qualify as performance-based compensation that will not be subject to the $1
million limitation. Until final Treasury regulations are issued with respect to
the new $1 million limitation, the Committee will defer any decision on whether
or not to limit the dollar amount of all other compensation payable to the
Company's executive officers to the $1 million limitation, should the individual
compensation of any executive officer ever approach that level.
It is the opinion of the Committee that the adopted executive
compensation policies and plans provide the necessary total remuneration program
to properly align the Company's performance and the interests of the Company's
stockholders with competitive and equitable executive compensation in a balanced
and reasonable manner, for both the short and long-term.
Submitted by the Compensation Committee of the Company's Board of
Directors:
Paul Bancroft, III, Chairman
Orion L. Hoch
John W. Larson
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 that has one or more of its
executive officers serving as members of the Company's Board of Directors or
Compensation Committee.
11.
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MEASUREX CORPORATION, THE S & P 500 INDEX
AND THE S & P HIGH TECH COMPOSITE INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period MEASUREX S&P S&P
(Fiscal Year Covered) CORPORATION 500 INDEX HIGH TECH
- --------------------- ----------- --------- ---------
<S> <C> <C> <C>
Measurement Pt-11/30/1989 $100.00 $100.00 $100.00
FYE 11/30/1990 $ 70.00 $ 97.00 $ 97.00
FYE 11/30/1991 $ 66.00 $116.00 $108.00
FYE 11/30/1992 $ 78.00 $138.00 $120.00
FYE 11/30/1993 $ 91.00 $152.00 $144.00
FYE 11/30/1994 $ 96.00 $153.00 $169.00
</TABLE>
* $100 INVESTED ON 11/30/89 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 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.
12.
<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). If there should 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, the special discounted options granted under the
1981 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.
13.
<PAGE>
On December 29, 1994, Measurex bought back from Harnischfeger
2,026,900 shares of outstanding Measurex Common Stock at a purchase price of
$21.50 per share, reducing Harnischfeger's holdings to approximately 10% of the
total outstanding Measurex capital stock.
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
$1,037,784 in the 1994 fiscal year, and the Company paid Beloit sales
commissions of $7,800 in connection with certain sales of the Company's products
in the 1994 fiscal year.
14.
<PAGE>
PROPOSAL 2:
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 27, 1994. 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 December 3, 1995, 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 1996 Annual
Meeting of Stockholders must be received by Measurex no later than November 4,
1995. 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, 1995
Cupertino, California
15.
<PAGE>
MEASUREX CORPORATION
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 1995
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, 1995 at the Annual Meeting of Stockholders of
Measurex Corporation to be held April 18, 1995, or at any adjournment or
postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NOS. 1 AND 2. THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE.
THIS PROXY WILL BE VOTED FOR PROPOSAL NOS. 1 AND 2 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:
David A. Bossen; Orion L. Hoch; Jeffery T. Grade
2. To ratify the selection of Coopers & Lybrand as independent auditors of the
Company.
[_] FOR [_] AGAINST [_] ABSTAIN
3. 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:_______________________________________________________, 1995
____________________________________________________________________
Signature
____________________________________________________________________
(Additional signature if held jointly)
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
