<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
Rule 14a-6(e)(2))
[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)
- --------------------------------------------------------------------------------
(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF MEASUREX]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 12, 1996
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 12, 1996 for the following purposes:
1. To elect to the board three directors;
2. To approve certain amendments to the Company's 1993 Stock Option Plan,
including an increase in the number of shares of Common Stock authorized
for issuance thereunder by 2,000,000 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 December 1, 1996; 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 21, 1996 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
Vice President, General Counsel
and Secretary
Cupertino, California
February 29, 1996
<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 12, 1996
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 12, 1996 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 February 29, 1996.
VOTING RIGHTS AND SOLICITATION
The close of business on February 21, 1996 was the record date for
stockholders entitled to notice of and to vote at the Annual Meeting. As of
that date, Measurex had 15,870,022 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 the
approval of the amendment to the Company's 1993 Stock Option Plan as described
herein under "Proposal 2--Approval of Amendment to the 1993 Stock Option 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 Morrow & Co., Inc. ("Morrow") to provide
routine advice and services for proxy solicitation. Morrow will receive
approximately $10,000 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>
MATTERS TO BE CONSIDERED AT ANNUAL MEETING
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>
John W. Larson Chairman, Brobeck, Phleger & 1970(1) Class III 60
Harrison LLP (law firm) 1999
J.W. McKittrick President, Tel-Research Corporation 1968 Class III 68
(consulting business) 1999
Graham Tyson Retired Chairman and Chief 1979 Class III 72
Executive Officer, Dataproducts 1999
Corporation
(computer printer manufacturer)
</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 LLP 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 LLP 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.
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>
Paul Bancroft III Venture Capitalist 1968 Class I 66
1997
Dwight C. Baum Senior Vice President, Paine Webber 1968 Class I 83
Incorporated (investment banking) 1997
John C. Gingerich President and Chief Operating 1993 Class I 59
Officer, Measurex Corporation 1997
David A. Bossen Chairman of the Board of Directors 1968 Class II 69
and Chief Executive Officer, Measurex 1998
Corporation
Orion L. Hoch Chairman Emeritus, Litton Industries, 1979 Class II 67
Inc. (multi-industry company) 1998
Jeffery T. Grade Chairman of the Board of Directors 1993 Class II 52
and Chief Executive Officer, 1998
Harnischfeger Industries, Inc.
(manufacturer of papermaking, mining
and material handling equipment)
</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.
and Western Atlas, Inc.
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.
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 has been Chairman of the Board of Directors and Chief Executive
Officer at Harnischfeger Industries, Inc. ("Harnischfeger"), a manufacturer of
papermaking, mining and material handling equipment, since 1993. He was
President and
3
<PAGE>
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 Case Corporation, Crucible Materials Corporation and Coeur d'Alene
Mines Corporation.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of ten meetings during
fiscal 1995. During fiscal 1995, each director 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 1995.
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 five meetings during
fiscal 1995.
DIRECTOR REMUNERATION
Non-employee members of the Board are each paid an annual retainer fee of
$18,000, 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 $19,000. In addition, each non-employee member is paid $1,500
per Board meeting and $1,000 per Committee meeting attended and are reimbursed
for all out-of-pocket costs incurred in connection with their attendance at such
meetings. Although the Compensation Committee generally meets on the dates of
each Board meeting, its members are paid for only one meeting per year.
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 18, 1995, the date of the
1995 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 $25.625 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.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the stockholders vote FOR the
election of each of the three nominees set forth above.
4
<PAGE>
PROPOSAL 2:
APPROVAL OF AMENDMENT TO THE 1993 STOCK OPTION PLAN
The stockholders are being asked to approve an amendment to the Company's
1993 Stock Option Plan (the "1993 Plan") which will (i) increase the number of
shares of Common Stock authorized for issuance under the 1993 Plan by an
additional 2,000,000 shares, subject to the limitation that the maximum number
of shares for which options may be granted on the basis of that increase may not
exceed 1,000,000 shares in the aggregate over the twelve (12)-month period
measured from the date of stockholder approval of this Proposal, (ii) limit the
maximum number of shares of Common Stock for which any one individual may be
granted stock options or separately exercisable stock appreciation rights under
the 1993 Plan to 400,000 shares per calendar year, (iii) eliminate the
discretion of the Plan Administrator to grant options under the Discretionary
Option Grant Program with an exercise price less than 100% of the fair market
value per share of Common Stock on the grant date, (iv) eliminate the authority
of the Plan Administrator to reprice outstanding options under the 1993 Plan and
(v) eliminate the loan provisions of the 1993 Plan pursuant to which one or more
optionees would otherwise have the opportunity to finance the exercise of their
outstanding options through the delivery of full-recourse promissory notes.
The affirmative vote of a majority of the Common Stock present or represented
and entitled to vote at the Annual Meeting is required for approval of the
amendment.
The purpose of the 2,000,000-share increase is to assure that a
sufficient reserve of Common Stock will be available under the 1993 Plan to
allow the Company to continue to attract and retain the services of key
individuals essential to the Company's long-term growth and success through
equity incentives made in the form of stock option grants, and the requirement
that all option grants under the Discretionary Option Grant Program have an
exercise price not less than the fair market value of the option shares on the
grant date will assure that those grants will have value only if the market
price of the Common Stock appreciates over the market price in effect at the
time of the grant. The limitation on the maximum number of shares for which any
one individual may be granted stock options or separately exercisable stock
appreciation rights per calendar year will assure that any compensation deemed
paid to the Company's executive officers in connection with their exercise of
any options granted under the 1993 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 which will not be subject to the $1 million limitation per
covered individual on the federal income tax deductibility of compensation paid
by the Company to certain executive officers. Finally, the loan provisions of
the 1993 Plan have been eliminated because the Plan Administrator no longer
deems it appropriate for option holders to obtain financial assistance from the
Company in connection with the exercise of their outstanding options under the
1993 Plan, and in fact no loans have been made under the 1993 Plan.
The following is a summary of the principal features of the 1993 Plan,
together with the applicable tax and accounting implications, which will be in
effect if the amendment in the 1993 Plan is approved by the stockholders. This
summary, however, does not purport to be a complete description of all the
provisions of the 1993 Plan. Any stockholder who wishes to obtain a copy of the
actual plan document may do so by written request to the Corporate Secretary at
the Company's executive offices in Cupertino, California.
The 1993 Plan was adopted by the Board on February 12, 1993 as the
successor to the Company's 1981 Stock Option Plan (the "1981 Plan") and became
effective upon approval by the stockholders at the 1993 Annual Meeting held on
April 20, 1993. All options outstanding at that time under the 1981 Plan were
incorporated into the 1993 Plan, and no further shares of Common Stock will be
issued under the 1981 Plan.
OPTION GRANT PROGRAMS
The 1993 Plan contains three separate equity incentive programs: (i) a
Discretionary Option Grant Program, under which key employees and consultants
may be granted options to purchase shares of Common Stock, (ii) an Automatic
Option Grant Program, under which option grants are automatically made at
periodic intervals to the non-employee Board members and (iii) a Salary
Investment Option Grant Program, under which key employees may elect to have a
portion of their base salary reduced each year in return for options to purchase
shares of Common Stock at an aggregate discount from current fair market value
equal to the amount of such salary reduction.
Options granted under the Discretionary Option Grant Program may be
either incentive stock options designed to meet the requirements of Section 422
of the Internal Revenue Code or non-statutory options not intended to satisfy
such requirements. All grants under the Automatic Option Grant Program and the
Salary Investment Option Grant Program will be non-statutory options.
5
<PAGE>
SHARE RESERVE
The maximum number of shares of the Common Stock issuable over the term
of the Plan may not exceed 7,110,240 shares, including the 2,000,000-share
increase which forms part of the amendment for which stockholder approval is
sought pursuant to this Proposal. However, not more than 5,362,535 shares may
be issued under the 1993 Plan after January 31, 1996. The shares of Common
Stock issuable under the 1993 Plan may be drawn from shares of the Company's
authorized but previously unissued Common Stock or from shares of Common Stock
reacquired by the Company, including shares purchased on the open market and
held as treasury shares. In no event, however, may any one participant in the
1993 Plan be granted stock options and separately exercisable stock appreciation
rights for more than 400,000 shares of Common Stock in the aggregate per
calendar year, beginning with the 1996 calendar year.
Should an option expire or terminate for any reason prior to exercise in
full (including options incorporated from the 1981 Plan), the shares subject to
the portion of the option not so exercised will be available for subsequent
option grants under the 1993 Plan. Shares subject to any option surrendered in
accordance with the stock appreciation right provisions of the 1993 Plan,
whether or not the shares are subsequently reacquired by the Company pursuant to
its repurchase rights under the 1993 Plan, will reduce on a share-for-share
basis the number of shares of Common Stock available for subsequent grants.
6
<PAGE>
STOCK AWARDS
The table below shows, as to each of the Company's executive officers named in
the Summary Compensation Table and the various indicated individuals and groups,
the number of shares of Common Stock subject to options granted under the 1993
Plan since the February 12, 1993 effective date of the 1993 Plan through January
31, 1996, together with the weighted average exercise price payable per share.
<TABLE>
<CAPTION>
OPTION TRANSACTIONS
- -------------------------------------------------------------------------------------------------------
Options Granted Weighted Average
Name (Number of Shares) Exercise Price
---- ------------------ ----------------
<S> <C> <C>
David A. Bossen 189,975 22.1844
Chief Executive Officer
John C. Gingerich 120,500 22.2308
President and Chief Operating Officer
Robert McAdams, Jr. 81,000 23.2438
Executive Vice President of Finance and
Information Services and Chief Financial Officer
William J. Weyand 82,000 23.6387
Executive Vice President, Worldwide Sales and
Service
Glenn R. Wienkoop 82,000 22.8155
Executive Vice President and Division President,
Industrial Systems Division
All executive officers as a group (10) 695,775 22.3791
Paul Bancroft III 12,000 20.0417
Dwight C. Baum 12,000 20.0417
Jeffery T. Grade 8,000 21.8750
Orion L. Hoch 12,000 20.0417
John W. Larson 12,000 20.0417
J.W. McKittrick 12,000 20.0417
Graham Tyson 12,000 20.0417
All non-employee directors as a group (7) 80,000 20.2250
All employees, including current officers who are 1,652,675 23.4161
not executive officers, as a group (938)
=====================================================================================================
</TABLE>
As of January 31, 1996, approximately 3,100,223 shares of Common Stock
were subject to outstanding options under the 1993 Plan, and 2,262,312 shares of
Common Stock (including the 2,000,000-share increase subject to stockholder
approval as part of this Proposal) were available for issuance under future
option grants. 1,747,705 shares have been issued under the 1993 Plan through
January 31, 1996.
7
<PAGE>
No options have been granted to date on the basis of the 2,000,000-share
increase to the 1993 Plan which forms part of the amendment for which the
stockholder approval is sought pursuant to this Proposal. In addition, the
maximum number of shares for which stock options may be granted on the basis of
that share increase will be limited to 1,000,000 shares in the aggregate over
the twelve (12)-month period measured from the date of the Annual Meeting, if
this Proposal is in fact approved by the stockholders.
PLAN ADMINISTRATION
Option grants under the Discretionary Option Grant Program and the Salary
Investment Option Grant Program will be made by the Compensation Committee of
the Board of Directors. The Compensation Committee is comprised of two or more
non-employee Board members appointed by the Board. The Compensation Committee
in its capacity as the administrator of the Discretionary Option Grant and
Salary Investment Option Grant Programs will be designated in this summary as
the Plan Administrator. All grants under the Automatic Option Grant Program are
made in strict compliance with the express provisions of such program, and the
Plan Administrator will exercise no discretionary functions under this
particular program.
ELIGIBILITY
Key employees of the Company or its subsidiaries (including officers) and
independent consultants are eligible to participate in the Discretionary Option
Grant Program. Key employees of the Company or its subsidiaries are also
eligible to participate in the Salary Investment Option Grant Program. Non-
employee members of the Board are only eligible to participate in the Automatic
Option Grant Program.
As of January 31, 1996, approximately 10 executive officers and 856 other
key employees were eligible to participate in the Discretionary Option Grant and
Salary Investment Option Grant Programs, and 7 non-employee Board members were
eligible to participate in the Automatic Option Grant Program.
VALUATION
For all purposes under the 1993 Plan, the fair market value per share of
Common Stock on any relevant date will be the closing selling price per share on
such date, as quoted on the composite tape of transactions on the New York Stock
Exchange. If there is no reported selling price for such date, then the closing
selling price for the last previous date for which such quotation exists will be
determinative of fair market value. On January 31, 1996, the fair market value
of the Common Stock was $29.625 per share.
DISCRETIONARY OPTION GRANT PROGRAM
The exercise price per share may not be less than the fair market value
per share of Common Stock on the grant date. Prior to February 15, 1996, the
Compensation Committee had the authority to grant options under the
Discretionary Option Grant Program with an exercise price per share less than
such fair market value. However, no below-market option grants have in fact
been made under the Discretionary Option Grant Program. No option will have a
maximum term in excess of ten (10) years measured from the grant date. Options
granted under the Discretionary Option Grant Program will generally become
exercisable for the option shares in one or more installments over the
optionee's period of service.
The exercise price for shares purchased under the Discretionary Option
Grant Program may be paid in cash or in shares of common stock valued at fair
market value on the exercise date. The option may also be exercised through a
same-day sale program without any cash outlay on the optionee's part.
Any option held by the optionee at the time of cessation of Service will
not remain exercisable beyond the limited period designated by the Plan
Administrator at the time of the option grant. Under no circumstances, however,
may any option be exercised after the specified expiration date of the option
term. Each such option will normally, during such limited period, be
exercisable only to the extent of the number of shares of Common Stock in which
the optionee is vested at the time of cessation of Service. The optionee will
be deemed to continue in Service for so long as such individual performs
services for the Company or any parent or subsidiary corporation, whether as an
employee, non-employee Board member or independent consultant or advisor.
8
<PAGE>
The Plan Administrator, however, has complete discretion to extend the
period following the optionee's cessation of Service during which his or her
outstanding options may be exercised and/or to accelerate the vesting of those
options in whole or in part. Such discretion may be exercised at any time while
the options remain outstanding, whether before or after the optionee's actual
cessation of Service.
Any unvested shares of Common Stock issued under the Discretionary
Option Grant Program will be subject to repurchase by the Company, at the
original exercise price paid per share, upon the optionee's cessation of Service
prior to vesting in such shares. The Plan Administrator has complete discretion
in establishing the vesting schedule for any such unvested shares and will have
full authority to cancel the Company's outstanding repurchase rights in whole or
in part at any time.
The optionee does not to have any stockholder rights with respect to the
option shares until the option is exercised and the option price is paid for the
purchased shares. Options are not assignable or transferable other than by will
or by the laws of inheritance following the optionee's death, and the option
may, during the optionee's lifetime, be exercised only by the optionee.
The Plan Administrator may grant options with tandem or limited stock
appreciation rights. Tandem stock appreciation rights provide the holders with
the right to surrender their options for an appreciation distribution from the
Company equal in amount to the excess of (i) the fair market value of the vested
shares of Common Stock subject to the surrendered option over (ii) the aggregate
exercise price payable for such shares. Such appreciation distribution may, at
the discretion of the Plan Administrator, be made in cash or in common stock.
Officers of the Company subject to the short-swing profit restrictions of the
Federal securities laws may also be granted limited stock appreciation rights in
connection with their option grants. Any option with such a limited stock
appreciation right in effect for at least six (6) months may be surrendered to
the Company upon the occurrence of a Hostile Take-Over, to the extent the option
is at the time exercisable for vested shares of Common Stock. In return for the
surrendered option, the officer will be entitled to a cash distribution from the
Company in an amount per cancelled option share equal to the excess of (i) the
Take-Over Price per share over (ii) the option exercise price. The balance of
the option (if any) will continue to remain outstanding and become exercisable
and vested in accordance with the agreement evidencing such grant.
For purposes of such limited stock appreciation right, the following
definitions will be in effect:
HOSTILE TAKE-OVER: the acquisition by any person or related group of
persons (other than the Company or its affiliates) of securities possessing
more than 50% of the combined voting power of the Company's outstanding
securities pursuant to a tender or exchange offer made directly to the
Company's stockholders which the Board does not recommend such stockholders to
accept, provided at least 50% of the securities so acquired in such tender or
exchange offer are obtained from holders other than the Company's officers and
directors.
TAKE-OVER PRICE: the greater of (A) the fair market value of the vested
shares of Common Stock subject to the cancelled option, measured on the option
cancellation date in accordance with the valuation provisions of the 1993 Plan
described above, or (B) the highest reported price per share paid by the
tender offeror in effecting the Hostile Take-Over.
The Plan Administrator has discretion to extend such limited rights to
any or all outstanding options held by officers under the 1981 Plan and
incorporated into the 1993 Plan.
AUTOMATIC OPTION GRANT PROGRAM
Under the Automatic Option Grant Program, each individual will, upon his
or her initial election or appointment to the Board as a non-employee director,
receive an automatic option grant for 16,000 shares of Common Stock. In
addition, on the date of each Annual Stockholders Meeting, each individual who
is to continue to serve as a non-employee Board member will automatically be
granted, whether or not he or she is standing for re-election at that particular
Annual Meeting, a stock option to purchase 4,000 shares of Common Stock,
provided such individual has served as a non-employee Board member for at least
six (6) months. There will be no limit on the number of such 4,000-share
options any one non-employee Board member may receive over his or her period of
Board service.
Each option granted under the Automatic Grant Program will be subject to
the following terms and conditions:
(i) The exercise price per share will be equal to 100% of the fair
market value per share of Common Stock on the automatic grant date.
9
<PAGE>
(ii) Each option is to have a maximum term of ten (10) years
measured from the grant date.
(iii) Each automatic grant will become exercisable in a series of
four (4) successive equal annual installments over the optionee's period of
Board service, with the first such installment to become exercisable one year
after the automatic grant date.
(iv) The option will remain exercisable for a six (6)-month period
following the optionee's cessation of Board service for any reason other than
death. Should the optionee die while holding one or more automatic grants,
then each such option will remain exercisable for a twelve (12)-month period
following such optionee's death and may be exercised by the personal
representative of the optionee's estate or the person to whom the grant is
transferred by the optionee's will or the laws of inheritance. In no event,
however, may the option be exercised after the expiration date of the option
term. During the applicable post-service exercise period, the option may not
be exercised for more than the number of shares (if any) for which it is
exercisable at the time of the optionee's cessation of Board service.
(v) Upon the occurrence of a Hostile Take-Over (as defined above),
each automatic option grant which has been outstanding for at least six (6)
months may be surrendered to the Company for a cash distribution in an amount
equal to the excess of (i) the Take-Over Price (as defined above) of the
shares of Common Stock at the time subject to such option (whether or not the
option is otherwise at the time exercisable for such shares) over (ii) the
aggregate exercise price payable for such shares.
(vi) The remaining terms and conditions of the option will in
general conform to the terms described above for option grants made under the
Discretionary Option Grant Program and will be incorporated into the option
agreement evidencing the automatic grant.
SALARY INVESTMENT OPTION GRANT PROGRAM
The Plan Administrator has complete discretion in selecting the
individuals who are to participate in the Salary Investment Option Grant
Program. As a condition to such participation, each selected individual must,
prior to the start of the calendar year of participation, file with the Plan
Administrator an irrevocable authorization to the Company to reduce, by a
designated multiple of 5%, his or her base salary for the upcoming calendar
year. To the extent the Plan Administrator approves one or more salary
reduction authorizations, those participants will be immediately granted options
under the Salary Investment Option Grant Program.
Each option will be subject to substantially the same terms and
conditions applicable to option grants made under the Discretionary Option Grant
Program, except for the following differences:
(i) The exercise price per share will be equal to one-third of the
fair market value per share of Common Stock on the grant date, and the number
of shares subject to each grant will be determined by dividing the total
dollar amount of the approved reduction in the participant's base salary by
two-thirds of the fair market value per share of Common Stock on the grant
date. As a result, the total spread on the option (the fair market value of
the option shares on the grant date less the aggregate exercise price payable
for those shares) will equal the dollar amount of the reduction in the
optionee's base salary to be in effect for the calendar year for which the
option grant is made.
(ii) Provided the optionee continues in Service (as defined above),
each option will become exercisable for 50% of the option shares on the last
day of June next following the grant date and will become exercisable for the
balance of the option shares in a series of six (6) successive equal monthly
installments on the last day of each of the next six (6) calendar months.
(iii) Should the optionee die or become disabled while in Service,
the option will become exercisable for that number of option shares equal to
(A) one-twelfth (1/12) of the total number of option shares multiplied by (B)
the number of full calendar months which elapse from the first day of the
calendar year for which the option is granted to the last day of the calendar
month during which the optionee ceases Service.
(iv) Each option will have a term of ten (10) years measured from
the grant date, whether or not the individual continues in Service.
10
<PAGE>
GENERAL PROVISIONS
Option/Vesting Acceleration
Outstanding options under the 1993 Plan will become immediately
exercisable, and unvested shares issued under the 1993 Plan will be subject to
accelerated vesting, in the event of certain changes in the ownership or control
of the Company. The transactions which will trigger such option/vesting
acceleration may be identified as follows:
Corporate Transaction: any one of the following stockholder-approved
---------------------
transactions:
(i) a merger or consolidation in which the Company is not the
surviving entity,
(ii) the sale, transfer or other disposition of substantially all of
the Company's assets in liquidation or dissolution of the Company, or
(iii) any reverse merger in which the Company is the surviving
entity but in which more than 50% of the Company's outstanding voting
securities are transferred to persons other than those who held such
securities immediately prior to the merger.
Change in Control: any of the following events:
-----------------
(i) the acquisition of more than 50% of the Company's outstanding
voting stock pursuant to a tender or exchange offer made directly to the
Company's stockholders which the Board does not recommend such stockholders to
accept, or
(ii) a change in the composition of the Board of Directors over a
period of thirty-six (36) months or less such that a majority of the Board
members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (a) have been
members of the Board continuously since the beginning of such period or (b)
have been elected or nominated for election as Board members during such
period by at least a majority of the Board members described in clause (a) who
were still in office at the time such election or nomination was approved by
the Board.
In the event of a Corporate Transaction, each option at the time
outstanding under the 1993 Plan will automatically become exercisable for all of
the shares of Common Stock at the time subject to such option and may be
exercised for any or all of such shares. However, an outstanding option under
the Discretionary Option Grant or Salary Investment Option Grant Program will
not so accelerate if and to the extent: (i) such option is to be assumed by the
successor corporation (or parent thereof) or (ii) the acceleration of such
option is subject to other limitations imposed by the Plan Administrator at the
time of grant. The Plan Administrator will have the discretion to provide for
the subsequent acceleration of any option which does not accelerate at the time
of the Corporate Transaction, in the event the optionee's service terminates
within a designated period following such Corporate Transaction. The Company's
outstanding repurchase rights under the 1993 Plan will also terminate, and the
shares subject to such terminated rights will become fully vested, upon the
Corporate Transaction, except to the extent (i) one or more of such repurchase
rights are expressly assigned to the successor corporation (or its parent
company) or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the unvested shares are issued.
Immediately following the consummation of the Corporate Transaction, all
outstanding options under the 1993 will terminate and cease to be exercisable,
except to the extent assumed by the successor corporation (or its parent
company).
The Plan Administrator has full power and authority, exercisable either
at the time of the option grant or at any time while the option remains
outstanding, to provide for the acceleration of one or more outstanding options
under the Discretionary Option Grant Program in connection with a Change in
Control so that each such option will, immediately prior to the Change in
Control, become exercisable for the total number of shares of Common Stock at
the time subject to such option and may be exercised for any or all of such
shares. The Company's outstanding repurchase rights under the 1993 Plan will
terminate with respect to any unvested shares of Common Stock which have been
outstanding for at least six (6) months prior to the Change in Control, unless
the accelerated vesting of such shares is subject to limitations imposed by the
Plan Administrator at the time of issuance. Alternatively, the Plan
Administrator may condition such accelerated option vesting and termination of
the repurchase rights upon the optionee's cessation of Service under certain
prescribed circumstances following the Change in Control. Upon a Change in
Control, each
11
<PAGE>
outstanding option under the Salary Investment Option Grant Program and
Automatic Option Grant Program will become immediately exercisable for all of
the shares of Common Stock at the time subject to such option.
The acceleration of options or vesting in the event of a Corporate
Transaction or Change in Control may be seen as an anti-takeover provision and
may have the effect of discouraging a merger proposal, a takeover attempt or
other efforts to gain control of the Company.
Changes in Capitalization
In the event any change is made to the common stock issuable under the
1993 Plan by reason of any 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 maximum number and/or class of securities issuable under
the 1993 Plan, (ii) the maximum number and/or class of securities for which any
one individual may be granted stock options and separately exercisable stock
appreciation rights under the 1993 Plan per calendar year, (iii) the number
and/or class of securities and price per share in effect under each outstanding
option (including all automatic option grants and all option grants incorporated
into the 1993 Plan from the 1981 Plan) and (iv) the number and/or class of
securities per non-employee Board member for which option grants will
subsequently be made under the Automatic Option Grant Program.
Each outstanding option which is assumed or is otherwise to continue in
effect after a Corporate Transaction (as defined above) will be appropriately
adjusted to apply and pertain to the number and class of securities which would
have been issuable, in connection with such Corporate Transaction, to an actual
holder of the same number of shares of Common Stock as are subject to such
option immediately prior to such Corporate Transaction. Appropriate adjustments
will also be made to the option price payable per share and to the number and
class of securities available for issuance under the 1993 Plan.
Option grants under the 1993 Plan will not affect the right of the
Company to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.
Special Tax Election
The Plan Administrator may provide one or more holders of non-statutory
options under the Discretionary Option Grant or Salary Investment Option Grant
Program with the right to have the Company withhold a portion of the shares of
Common Stock otherwise issuable to such individuals in satisfaction of the
Federal and state income and employment tax withholding liability incurred by
such individuals in connection with the exercise of their options.
Alternatively, the Plan Administrator may allow such individuals to deliver
already existing shares of the Common Stock in payment of such tax liability.
Treatment of Incorporated Options
The 1993 Plan serves as the successor to the 1981 Plan, and each stock
option under the 1981 Plan has been incorporated into the 1993 Plan. Each such
incorporated option will continue to be governed solely by the terms and
conditions of the instrument evidencing such grant, and nothing in the 1993 Plan
will be deemed to affect or otherwise modify the rights or obligations of the
holder of such stock options with respect to their acquisition of shares of
Common Stock thereunder. However, one or more provisions or features of the
1993 Plan may, in the Plan Administrator's discretion, be extended to the
incorporated options.
Amendment and Termination
The Board may amend or modify the 1993 Plan in any or all respects
whatsoever. However, no such amendment may adversely affect the rights of
existing optionees without their consent. In addition, the Board may not,
without the approval of the Company's stockholders, (i) materially increase the
maximum number of shares issuable under the 1993 Plan or the maximum number of
shares for which any one individual may be granted stock options or separately
exercisable stock appreciation rights per calendar year, except to reflect
certain changes in the Company's capital structure, (ii) materially modify the
eligibility requirements for option grants or (iii) otherwise materially
increase the benefits accruing to optionees under the 1993 Plan.
The Board may terminate the 1993 Plan at any time, and the 1993 Plan will
in all events terminate on December 31, 2002. Each stock option or unvested
share issuance outstanding at the time of such termination will remain in force
in accordance with the provisions of the instruments evidencing such grant or
issuance.
12
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
Option Grants
Options granted under the 1993 Plan may be either incentive stock options
which satisfy the requirements of Section 422 of the Internal Revenue Code or
non-statutory options which are not intended to meet such requirements. The
Federal income tax treatment for the two types of options differs as described
below:
Incentive Options. No taxable income is recognized by the optionee at
-----------------
the time of the option grant, and no taxable income is generally recognized at
the time the option is exercised. The optionee will, however, recognize taxable
income in the year in which the purchased shares are sold or otherwise made the
subject of disposition. For federal tax purposes, dispositions are divided into
two categories: (i) qualifying and (ii) disqualifying. The optionee will make
a qualifying disposition of the purchased shares if the sale or other
disposition of such shares is made after the optionee has held the shares for
more than two (2) years after the grant date of the option and more than one (1)
year after the exercise date. If the optionee fails to satisfy either of these
two minimum holding periods prior to the sale or other disposition of the
purchased shares, then a disqualifying disposition will result.
Upon a qualifying disposition of the shares, the optionee will recognize
long-term capital gain in an amount equal to the excess of (i) the amount
realized upon the sale or other disposition of the purchased shares over (ii)
the exercise price paid for such shares. If there is a disqualifying
disposition of the shares, then the excess of (i) the fair market value of those
shares on the exercise date over (ii) the exercise price paid for the shares
will be taxable as ordinary income. Any additional gain recognized upon the
disposition will be a capital gain.
If the optionee makes a disqualifying disposition of the purchased
shares, then the Company will be entitled to an income tax deduction, for the
taxable year in which such disposition occurs, equal to the excess of (i) the
fair market value of such shares on the exercise date over (ii) the exercise
price paid for the shares. In no other instance will the Company be allowed a
deduction with respect to the optionee's disposition of the purchased shares.
Non-Statutory Options. No taxable income is recognized by an optionee
---------------------
upon the grant of a non-statutory option. The optionee will in general
recognize ordinary income, in the year in which the option is exercised, equal
to the excess of the fair market value of the purchased shares on the exercise
date over the exercise price paid for the shares, and the optionee will be
required to satisfy the tax withholding requirements applicable to such income.
Special provisions of the Internal Revenue Code apply to the acquisition
of unvested shares of common stock under a non-statutory option. These special
provisions may be summarized as follows:
(a) If the shares acquired upon exercise of the non-statutory option are
subject to repurchase by the Company at the original exercise price in the
event of the optionee's termination of service prior to vesting in such
shares, then the optionee will not recognize any taxable income at the time of
exercise but will have to report as ordinary income, as and when the Company's
repurchase right lapses, an amount equal to the excess of (i) the fair market
value of the shares on the date the Company's repurchase right lapses with
respect to those shares over (ii) the exercise price paid for the shares.
(b) The optionee may, however, elect under Section 83(b) of the Internal
Revenue Code to include as ordinary income in the year of exercise of the non-
statutory option an amount equal to the excess of (i) the fair market value of
the purchased shares on the exercise date (determined as if the shares were
not subject to the Company's repurchase right) over (ii) the exercise price
paid for such shares. If the Section 83(b) election is made, the optionee
will not recognize any additional income as and when the Company's repurchase
right lapses.
The Company will be entitled to a business expense deduction equal to the
amount of ordinary income recognized by the optionee with respect to the
exercised non-statutory option. The deduction will in general be allowed for
the taxable year of the Company in which such ordinary income is recognized by
the optionee.
13
<PAGE>
STOCK APPRECIATION RIGHTS
An optionee who is granted a stock appreciation right will recognize ordinary
income in the year of exercise equal to the amount of the appreciation
distribution. The Company will be entitled to a business expense deduction equal
to the appreciation distribution for the taxable year of the Company in which
the ordinary income is recognized by the optionee.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Company anticipates that any compensation deemed paid by it in connection
with disqualifying dispositions of incentive stock option shares or exercises of
non-statutory options granted with exercise prices equal to the fair market
value of the shares on the grant date will qualify as performance-based
compensation for purposes of Code Section 162(m) and will not have to be taken
into account for purposes of the $1 million limitation per covered individual on
the deductibility of the compensation paid to certain executive officers of the
Company. Accordingly, all compensation deemed paid with respect to those options
will remain deductible by the Company without limitation under Code Section
162(m).
ACCOUNTING TREATMENT
Under current accounting principles, neither the grant nor the exercise
of options with an exercise price equal to the fair market value of the option
shares on the grant date will result in any charge to the Company's earnings.
However, the Company must disclose, in footnotes to the Company's financial
statements, the impact those options would have upon the Company's reported
earnings were the value of those options at the time of grant treated as a
compensation expense. In addition, the number of outstanding options may be a
factor in determining the Company's earnings per share on a fully-diluted basis.
Should one or more optionees be granted stock appreciation rights which
have no conditions upon exercisability other than a service or employment
requirement, then such rights will result in a compensation expense to be
charged against the Company's earnings. Accordingly, at the end of each fiscal
quarter, the amount (if any) by which the fair market value of the shares of
common stock subject to such outstanding stock appreciation rights has increased
from the prior quarter-end will be accrued as compensation expense, to the
extent such amount is in excess of the aggregate exercise price in effect for
those rights.
STOCKHOLDER APPROVAL
The affirmative vote of a majority of the outstanding shares of the
Company's Common Stock present or represented and entitled to vote at the 1996
Annual Meeting is required for approval of the amendment to the 1993 Plan. If
such approval is obtained, then the amendment will become effective immediately.
Should such stockholder approval not be obtained, then any options granted on
the basis of the 2,000,000-share increase which forms part of the amendment will
terminate without becoming exercisable for any of the shares of Common Stock
subject to those options, and no further options will be granted on the basis of
such share increase. The 1993 Plan will, however, continue to remain in effect,
and option grants may continue to be made pursuant to the provisions of the 1993
Plan until the available reserve of Common Stock as last approved by the
stockholders has been issued pursuant to option grants made under the 1993 Plan.
The Board of Directors believes that option grants under the 1993 Plan
play an important role in the Company's efforts to attract and retain the
services of individuals of outstanding ability who are essential to the
Company's long-term financial success.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the stockholders vote FOR the approval
of the amendment to the 1993 Plan.
14
<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 December 3, 1995. 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 1, 1996, 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.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the stockholders vote FOR the
ratification of the selection of Coopers & Lybrand to serve as the Company's
independent auditors for the fiscal year ending December 1, 1996.
15
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock of Measurex as of February 21, 1996 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............................. 64,000(2) 0.4%
Dwight C. Baum................................ 56,000 0.3%
David A. Bossen............................... 347,780 2.2%
John C. Gingerich............................. 56,969 0.4%
Jeffery T. Grade.............................. 6,000 *
Orion L. Hoch................................. 40,000 0.3%
John W. Larson................................ 54,126 0.3%
Robert McAdams, Jr............................ 56,658 0.4%
J.W. McKittrick............................... 38,803 0.2%
Graham Tyson.................................. 36,000 0.2%
William J. Weyand............................. 80,770 0.5%
Glenn R. Wienkoop............................. 73,390 0.5%
All current directors and executive officers
as a group (17 persons)...................... 1,019,723 6.4%
</TABLE>
- -----------
* Less than 0.1%.
(1) Includes shares of Common Stock purchasable under options which are
exercisable as of February 21, 1996 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.
16
<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 21, 1996.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------- ---------- -----------
<S> <C> <C>
Montgomery Asset Management, LP....................... 959,000(1) 6.0%
600 Montgomery Street
San Francisco, California 94111
</TABLE>
- --------------
(1) Pursuant to a Schedule 13G dated January 29, 1996 and filed with the
Securities and Exchange Commission, Montgomery Asset Management, LP has
reported sole voting and investment power over 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, except as further described below, there was compliance
for the fiscal year ended December 3, 1995 with all Section 16(a) filing
requirements applicable to the Company's officers, directors and greater than
ten-percent beneficial owners.
William W. Goessel filed late one report, reporting two transactions.
17
<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 December 3, 1995, November 27, 1994 and November 28, 1993,
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 ($)/1/ Options tion ($)/2/
--------- ------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
David A. Bossen 1995 435,866 386,300 79,975 7,646
Chief Executive 1994 405,000 282,400 60,000 7,446
Officer and 1993 405,000 234,300 47,550 7,646
Chairman of the
Board of Directors
John C. Gingerich 1995 342,501 239,400 47,500 3,463
President, 1994 318,850 176,600 40,000 2,827
Chief Operating 1993 290,000 131,800 25,000 2,585
Officer and
Director
Robert McAdams, Jr. 1995 244,047 128,600 36,000 2,738
Executive Vice 1994 235,008 96,200 20,000 2,363
President of 1993 235,008 81,600 15,000 2,171
Finance and
Information
Services and Chief
Financial Officer
William J. Weyand 1995 247,693 176,298 45,000 2,064
Executive Vice 1994 174,466 118,350 10,000 1,800
President, Worldwide 1993 158,857 127,030 10,000 1,740
Sales and Service
Glenn R. Wienkoop 1995 264,808 242,735 35,000 1,789
Executive Vice 1994 255,000 135,300 20,000 1,595
President and 1993 255,000 124,700 28,250 1,542
Division President,
Industrial Systems
Division
</TABLE>
/1/ Includes salary or bonus deferred under the Company's Savings and
Deferred Profit-Sharing Plan.
18
<PAGE>
/2/ Includes for fiscal year 1995 (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 $2,463
Robert McAdams, Jr. $1,000 $1,738
William J. Weyand $1,000 $1,064
Glenn R. Wienkoop $1,000 $ 789
</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 1995 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 ($/Sh) Date 5%($)/2/ 10%($)/2/
---- ---------- ------------ -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
David A. Bossen 79,975 8.31 20.875 12/12/2004 1,049,926 2,660,718
John C. Gingerich 47,500 4.93 20.875 12/12/2004 623,588 1,580,295
Robert McAdams, Jr. 26,000 2.70 20.875 12/12/2004 341,333 865,004
10,000 1.03 25.625 4/18/2005 161,154 408,397
William J. Weyand 35,000 3.63 20.875 12/12/2004 459,486 1,164,428
10,000 1.03 25.625 4/18/2005 161,154 408,397
Glenn R. Wienkoop 35,000 3.63 20.875 12/12/2004 459,486 1,164,428
</TABLE>
/1/ All the options were granted on December 12, 1994, except for Messrs.
McAdams and Weyand who each were granted an additional option for 10,000 shares
on April 18, 1995. 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.
19
<PAGE>
/2/ 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 1995 fiscal year and
unexercised options held by the named executive officers as of the end of the
1995 fiscal year. No SARs were exercised during the 1995 fiscal year or
outstanding as of the end of the 1995 fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options at Fiscal in-the-Money
Shares Value Year-End (1995) Options at Fiscal Year-End ($)**
Acquired Realized ------------------------------------------------------------------
Name on Exercise ($)* Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David A. Bossen 167,400 2,324,370 63,973 155,000 800,010 1,466,534
John C. Gingerich 114,944 1,588,964 0 95,000 0 905,312
Robert McAdams, Jr. 53,000 525,188 24,973 62,000 316,080 534,031
William J. Weyand 34,000 432,355 16,250 58,750 130,312 467,187
Glenn R. Wienkoop 53,165 690,167 12,062 70,375 125,143 678,500
- --------------------------------------------------------------------------------------------------------------------------
</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 ($29.25 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 1995 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 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 1995 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 within the peer
20
<PAGE>
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, the market forces
affecting the general level of base salaries of persons in comparable positions
within the peer group and the Company's relative performance and profitability
within the peer group. For the 1995 fiscal year, the base salary level of the
Company's executive officers was generally between the 50th and 75th percentile
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
taken into account for comparative compensation purposes. In selecting the peer
group companies, 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 achievement of corporate business unit
performance targets established by the Committee at the start of the fiscal
year. Bonuses for Messrs. Bossen, Gingerich and McAdams and the remaining
executive officers, other than Messrs. Wienkoop and Weyand, were determined on
the basis of the following performance targets: orders booked, level of
operating income for the year, 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. Mr. Wienkoop
earned an annual bonus for fiscal year 1995 based principally on the following
performance targets for the Industrial Sytems business unit: orders booked,
profit contribution and the average period for which accounts receivable
remained outstanding. Mr. Weyand earned an annual bonus for fiscal year 1995
based principally on the following corporate performance targets for the
worldwide sales and service organization: orders booked, profit contribution and
asset management.
* 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 1995 fiscal year the Committee
sought to be competitive with other companies in the peer 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 1995 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 competitive
level of stability and certainty each year consistent with the Company's
relative performance and profitability within the peer group. For the 1995
fiscal year, Mr. Bossen's base salary was between the 50th and 75th percentile
of the base salary levels in effect for chief executive officers at the peer
group companies.
The remaining components of Mr. Bossen's 1995 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 1995 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.
21
<PAGE>
Stock option grants were also awarded to Mr. Bossen in fiscal 1995 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, enacted in 1993, generally
disallows a tax deduction to publicly held companies for compensation exceeding
$1 million paid to certain of the corporation's executive officers. The
compensation to be paid to the Company's executive officers for the 1995 fiscal
year did not exceed the $1 million limit per officer, nor is it expected that
the compensation to be paid to the Company's executive officers for fiscal 1996
will exceed that limit. The Company's 1993 Stock Option Plan is structured so
that any compensation deemed paid to an executive officer when he exercises an
outstanding option under the 1993 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 which will not be subject to the $1 million
limitation. Because it is very unlikely that the cash compensation payable to
any of the Company's executive officers in the foreseeable future will approach
the $1 million limit, the Compensation Committee has decided at this time not to
take any other action to limit or restructure the elements of cash compensation
payable to the Company's executive officers. The Compensation Committee will
reconsider this decision should the individual compensation of any executive
officer ever approach the $1 million 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.
22
<PAGE>
PERFORMANCE GRAPH
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
AMONG MEASUREX CORPORATION, THE S & P 500 INDEX
AND THE S & P HIGH TECH COMPOSITE INDEX
<CAPTION>
Measurement period MEASUREX S & P HIGH TECH
(Fiscal year Covered) CORPORATION S & P 500 INDEX COMPOSITE INDEX
- --------------------- ----------- --------------- ---------------
<S> <C> <C> <C>
Measurement PT -
11/90 $ 100 $ 100 $ 100
FYE 11/91 $ 95 $ 120 $ 111
FYE 11/92 $ 112 $ 143 $ 123
FYE 11/93 $ 130 $ 157 $ 148
FYE 11/94 $ 138 $ 159 $ 173
FYE 11/95 $ 184 $ 217 $ 264
</TABLE>
* $100 INVESTED ON 11/30/90 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.
23
<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 will become entitled to special severance benefits in
the event his employment is involuntarily terminated in connection with certain
changes in control of the Company.
A change in control is defined under each agreement to include: (i) an
acquisition of the Company by merger or consolidation, (ii) the sale, transfer
or other disposition of all or substantially all of the assets of the Company in
complete liquidation or dissolution of the Company, (iii) any reverse merger in
which the Company is the surviving entity but in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Company's outstanding securities are transferred to person or persons different
from the persons holding those securities immediately prior to such merger, (iv)
the acquisition of securities possessing fifty percent (50%) or more of the
total combined voting power of the Company's outstanding securities pursuant to
a transaction effected without the approval of the Measurex Board or (v) 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, any options outstanding under the Salary Investment
Option Grant Program under the 1993 Stock Option Plan will not be subject to
this limitation in the event those options are accelerated in connection with
the change in control.
Involuntary termination is defined in each severance agreement as the
termination of the officer's employment, whether voluntary or involuntary (other
than for cause), following a material reduction in the officer's level of
responsibilities, a reduction in his or her compensation or a change in job
location without his or her consent. Termination for cause includes any
involuntary termination attributable to the officer's fraudulent behavior or
other intentional misconduct adversely affecting the business reputation of the
Company in a material manner.
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
24
<PAGE>
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.
On December 29, 1994, Measurex bought back from HIHC, Inc. ("HIHC"), a
wholly owned subsidiary of Harnischfeger, 2,026,900 shares of outstanding
Measurex Common Stock at a purchase price of $21.50 per share, reducing HIHC's
holdings to approximately 10% of the total outstanding Measurex capital stock.
On June 22, 1995, Measurex bought back from HIHC 1,613,100 shares of
outstanding Measurex Common Stock at a purchase price of $32.50 per share,
representing all of HIHC's holdings of Measurex Common Stock.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered at the 1997 Annual
Meeting of Stockholders must be received by Measurex no later than November 1,
1996. 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
Vice President, General Counsel
and Secretary
February 29, 1996
Cupertino, California
25
<PAGE>
MEASUREX CORPORATION
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 12, 1996
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 21, 1996 at the Annual Meeting of Stockholders of
Measurex Corporation to be held April 12, 1996, 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
NOMINEES: John W. Larson; J.W. McKittrick; Graham Tyson
(INSTRUCTION: To withhold authority to vote for any individual nominee mark the
"EXCEPTIONS" box, and write that nominee's name in the space provided below.)
* Exceptions
________________________________________________________________
2. To approve certain amendments to the Company's 1993 Stock Option Plan,
including an increase in the number of shares of Common Stock authorized for
issuance thereunder by 2,000,000 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:___________________________________________, 1996
Signature___________________________________________________
___________________________________________________________
(Additional if held jointly)
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
