SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 n 240.14a-11(c) or n 240.14a-12
CYBEROPTICS 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------
3) Filing Party:
-----------------------------------------------------
4) Date Filed:
-------------------------------------------------------
CYBEROPTICS CORPORATION
5900 Golden Hills Drive
Minneapolis, MN 55416
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 8, 1997
To the Shareholders of CYBEROPTICS CORPORATION:
The Annual Meeting of Shareholders of CyberOptics Corporation (the
"Company") will be held on Thursday, May 8, 1997, at the Marriott City Center,
30 South Seventh Street, Minneapolis, Minnesota 55402, at 3:30 p.m. for the
following purposes:
1) To elect six directors;
2) To approve amendments to the Company's Stock Option Plan for
Nonemployee Directors to provide for a one-time grant to each
director who is not also an employee of an option to purchase
12,000 shares and to increase by 80,000 shares the number of
shares reserved for issuance under the plan to accommodate such
grants;
3) To transact such other business as may properly come before
the meeting or any adjournments thereof.
Only holders of record of Common Stock at the close of business on March
25, 1997, will be entitled to receive notice of and to vote at the meeting.
Shareholders who do not expect to attend the meeting in person are urged to fill
in, date, sign and promptly return the proxy in the enclosed envelope. If you
later desire to revoke your proxy, you may do so at any time before it is
exercised.
By Order of the Board of Directors
Thomas Martin
Secretary
Minneapolis, Minnesota
April 3, 1997
IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY
In order that there may be a proper representation at the meeting, you are
urged, whether you own one share or many, to promptly complete, sign and mail
your proxy.
CYBEROPTICS CORPORATION
5900 Golden Hills Drive
Minneapolis, MN 55416
PROXY STATEMENT
Annual Meeting of Shareholders to be held
on May 8, 1997
The accompanying Proxy is solicited on behalf of the Board of Directors
of CyberOptics Corporation (the "Company") for use at the Annual Meeting of
Shareholders to be held May 8, 1997, at 3:30 p.m. at the Marriott City Center,
30 South Seventh Street, Minneapolis, Minnesota 55402, and at any adjournments
thereof. The cost of solicitation, including the cost of preparing and mailing
the Notice of Annual Shareholders' Meeting and this Proxy Statement, will be
paid by the Company. Representatives of the Company may, without cost to the
Company, solicit Proxies for the management of the Company by means of mail,
telephone or personal calls.
Shares of the Company's common stock, no par value (the "Common Stock"),
represented by proxies in the form solicited will be voted in the manner
directed by a shareholder. If no direction is made, the proxy will be voted for
the election of the nominees for director named in this Proxy Statement and any
other matters properly brought before the meeting. Shares voted as a "withhold
vote for" one or more directors will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum at the
meeting and as unvoted, although present and entitled to vote, for purposes of
the election of the directors with respect to which the shareholder has
abstained. If a broker submits a proxy that indicates the broker does not have
discretionary authority to vote certain shares, those shares will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum at the meeting, but will not be considered as present and
entitled to vote with respect to the matters voted on at the meeting.
Proxies may be revoked at any time before being exercised by delivery to
the Secretary of the Company of a written notice of termination of the proxies'
authority or a duly executed proxy bearing a later date.
Only holders of record of Common Stock at the close of business on March
25, 1997, will be entitled to receive notice of and to vote at the meeting. On
March 25, 1997, the Company had 5,240,618 shares of Common Stock outstanding.
Each outstanding share is entitled to one vote on all matters presented at the
meeting.
So far as the management of the Company is aware, no matters other than
those described in this Proxy Statement will be acted upon at the Annual
Meeting. In the event that any other matters properly come before the Annual
Meeting calling for a vote of shareholders, the persons named as proxies in the
enclosed form of proxy will vote in accordance with their best judgment on such
other matters
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1996, is being furnished to each shareholder with this Proxy
Statement. This Proxy Statement is being mailed to shareholders on or about
April 3, 1997.
PROPOSAL I-ELECTION OF DIRECTORS
NOMINEES
Six persons have been nominated for election at the annual meeting:
Steven K. Case, Alex B. Cimochowski, George E. Kline, Steven M. Quist, P. June
Min, and Erwin A. Kelen. Each nominee is currently a director of the Company.
All nominees elected at the Annual Meeting will serve until the next Annual
Meeting or until their earlier death, resignation, removal, or disqualification.
The persons named in the accompanying Proxy intend to vote the Proxies held by
them in favor of the nominees named below as directors, unless otherwise
directed. The affirmative vote of a majority of the voting shares represented at
the meeting is required for the election of each director. Should any nominee
for director become unavailable for any reason, the Proxies will be voted in
accordance with the best judgment of the persons named therein. The Board of
Directors has no reason to believe that any candidate will be unavailable.
The following information is furnished with respect to each nominee as
of February 28, 1997:
Principal Occupation and
Name and Age Business Experience for Past Five Years Director Since
- ------------ --------------------------------------- --------------
Steven K. Case President and Director of the Company January 1984
Age 48 since its inception; part-time
Professor of Electrical Engineering
at the University of Minnesota
since 1978.
Alex B. Cimochowski President and owner of Four Peaks May 1984
Age 57 Technologies, Inc., a printing
company, since November 1996;
Independent business consultant
from September 1995 to November
1996; Chief Executive Officer of
Delphax Systems from November 1988
to September 1995; President of
Edgecore Technology, Inc. from
September 1983 to April 1988
and consultant thereto from April
1988 to November 1988.
Erwin A. Kelen President of Kelen Ventures, since February 1995
Age 61 1990; President of Datamyte
Corporation, a subsidiary of Allen
Bradley Co., from 1984 until 1990.
Director of Printronix, Inc.,
Insignia Systems, Inc. and Computer
Network Technologies, Inc.
George E. Kline+* President of Venture Management, a June 1986
Age 61 financial management services company,
since 1966. General Partner of
Brightstone Capital Ltd., a venture
capital firm, since 1985. Director
of Applied Biometrics, Inc., Health
Fitness Physical Therapy, Inc., Rimage
Corporation, Nutrition Medical, Inc.
and FieldWorks, Incorporated.
P. June Min Vice Chairman Anam Industrial Co., Ltd. February 1995
Age 61 a semiconductor fabrication company
located in Korea since April 1995.
Vice President, and the Chief Executive
Officer of the Semiconductor Division
of Daewoo Corporation from November 1993
to April 1995; Chairman and Chief Executive
Officer of Intellect, Inc., a consulting
firm, since May 1990; Chairman and Chief
Executive Officer of CyberTech, Inc.,
a computer simulation company, from
September 1992 to August 1993; Chairman
and Chief Executive Officer of Liberty
Systems, Inc., an engineering design house,
from September 1988 to June 1992; President
and Chief Executive Officer of Western
Digital Korea, Ltd. from October 1987
to April 1990.
Steven M. Quist+* President of Rosemount Inc., a June 1991
Age 51 subsidiary of Emerson Electric Co.,
and an employee of Rosemount Inc.
since 1970.
- ----------------
+ Member of Audit Committee
* Member of Compensation Committee
COMPENSATION OF DIRECTORS
Directors are paid $1,000 per board meeting attended and are reimbursed
for their expenses in attending meetings. In addition, in accordance with the
Company's Stock Option Plan for Nonemployee Directors (the "Director Plan"),
each director who is not also an employee (all directors except Dr. Case) were
granted an option to purchase 12,000 shares of Common Stock upon initial
adoption of the amended plan (October 12, 1993) or upon their election as
directors of the Company (February 13, 1995, in the case of Mr. Kelen and Dr.
Min). If the amendment to the Director Plan is approved, each director will
receive an additional one-time grant effective the date of such approval (May 8,
1997). All of such options have an exercise price equal to the fair market value
of the Common Stock on the date of grant, are exercisable to purchase 25% of the
shares subject thereto commencing on the date of the first annual shareholder
meeting after the date of grant and are exercisable with respect to an
additional 25% at each of the next three annual shareholder meetings at which
the director is reelected. All such options expire ten years after the date of
grant.
In consideration of consulting services, on February 13, 1995, Mr. Kelen
was also granted an option to purchase an additional 30,000 shares of Common
Stock with an exercise price of $9.25 per share (the fair market value on such
date). Such option becomes exercisable with respect to 625 shares commencing on
March 13, 1995, and monthly with respect to an additional 625 shares in each
month during the following four years. The option expires ten years from the
date of grant.
Dr. Min is Chairman, Chief Executive Officer and sole shareholder of
Intellect, Inc., a consulting firm retained by the Company in 1992 to assist in
the Company's sales and marketing efforts in Korea. Pursuant to an agreement
with Intellect, Intellect is entitled to commissions on the sale of certain of
the Company's products, provision of services and license of certain technology
in Korea. During 1996, Intellect received $24,073 pursuant to such agreement. In
addition, Dr. Min received an option to purchase 5,000 shares of the Company's
Common Stock at $6.25 per share (the fair market value on such date) in January
1994 in consideration of such consulting services.
COMMITTEES/MEETINGS
Except for its Compensation Committee and Audit Committee, the Company
does not have any standing committees, including any nominating committee, of
the Board of Directors. The Audit Committee, consisting of Messrs. Quist and
Kline, reviews the Company's arrangements with its auditors, the substance of
the audit and interested party transactions. The Compensation Committee
(formerly the Stock Option Committee), currently consisting of Messrs. Kline and
Quist, administers the Company's Restated Stock Option Plan and 1992 Employee
Stock Purchase Plan and determines compensation policy and levels for the
Company's executive officers. During the fiscal year ended December 31, 1996,
the Board of Directors of the Company met six times and acted twice by writing
in lieu of meeting, the Compensation Committee met two times and acted three
times by writing in lieu of meeting and the Audit Committee met one time. Every
nominee for director, except Dr. Min, attended at least 75 percent of the
meetings of the Board and committees of the Board on which they served.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE COMMON STOCK
REPRESENTED AT THE MEETING IS REQUIRED FOR THE ELECTION OF EACH DIRECTOR. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE.
PROPOSAL II-AMENDMENTS TO STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
On February 13, 1997, the Board of Directors approved an amendment to
the CyberOptics Corporation Stock Option Plan for Nonemployee Directors (the
"Director Plan") to provide for a one-time automatic grant to each nonemployee
director of an option to purchase 12,000 shares of Common Stock, subject to
approval by the shareholders at the Annual Meeting. The Director Plan was
initially adopted by the Board of Directors on September 19, 1989, and by
shareholders in April 1990 (the "Director Plan") and was amended on October 12,
1993, to provide for an additional one time grant and such amendment was
approved by shareholders on May 10, 1994. The Director Plan reserves a total of
126,600 shares of Common Stock for issuance to directors of the Company who are
not also employees upon exercise of options granted to them under the Director
Plan. There are currently options to purchase 74,600 shares outstanding under
the Director Plan and there remains, therefore, 52,000 shares available for
future grant.
The Director Plan currently provides that each director who is not also
an employee will automatically receive an option to purchase 12,000 shares of
Common Stock upon initial election as a director. The Board of Directors has
proposed that the Director Plan be amended to provide for a one-time automatic
grant to each nonemployee director of an option to purchase 12,000 shares of
Common Stock effective upon approval by shareholders. Such grants will be
effective only upon shareholder approval of the amendment to the Director Plan
and the options so granted will become exercisable in cumulative annual
installments equal to twenty-five percent of the number of shares of Common
Stock subject to the option, at the date of each annual meeting of shareholders
at which the director is reelected. Because the 60,000 shares that would be the
subject of such options would exceed the number of shares available for new
option grants under the Director Plan, the Board is also proposing that the
reservation be increased by 80,000 shares.
The following table sets forth the information with respect to options
that will be granted to nonemployee directors upon shareholder approval under
the Director Plan:
NEW PLAN GRANTS
NAME AND POSITION NUMBER OF SHARES
----------------- ----------------
Alex B. Cimochowski, Director 12,000
George E. Kline, Director 12,000
Steven M. Quist, Director 12,000
Erwin Kelen 12,000
P. June Min 12,000
All nonemployee directors as a group 60,000
All of such options will become exercisable with respect to 25% (3,000) of the
shares subject thereto commencing on the next annual meeting of shareholders of
the Company and with respect to an additional cumulative 25% in each of the next
three years. Such options will expire on May 8, 2007.
The Director Plan is administered by a Committee composed of members of
the Board of Directors who have not received discretionary grants of options
within the thirteen months preceding their appointment to the Committee. The
exercise price of all options under the Director Plan is equal to the fair
market value of the Common Stock on the date of grant. Options may not be
exercised until one year after the date of grant and become exercisable
thereafter in cumulative annual installments equal to twenty-five percent of the
number of shares of Common Stock subject to the option. All options expire ten
years from the date of grant. Options under the Director Plan are
nontransferable and expire upon removal of a director for gross or willful
misconduct. Options remain exercisable for the remainder of their initial term
if a director otherwise resigns. All options granted under the Director Plan are
nonqualified stock options.
The Board of Directors believes that stock options are an important tool
for aligning the interests of nonemployee directors with the interests of the
Company and the Company's shareholders. All options previously issued to
nonemployee directors except those issued to Mr. Kelen and Dr. Min as new
directors have become fully exercisable, so that they no longer represent an
incentive for remaining with the Company, and no longer provide any additional
benefit to the nonemployee directors. The Company Board of Directors therefore
believes that the proposed amendment to the Director Plan is in the best
interests of the Company because it will further align the interests of
nonemployee directors with those of the Company and the Company's shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE
PROPOSAL TO AMEND THE DIRECTOR PLAN AS DESCRIBED ABOVE. THE PERSONS NAMED IN THE
ACCOMPANYING PROXY INTEND TO VOTE THE PROXIES HELD BY THEM IN FAVOR OF SUCH
PROPOSAL, UNLESS OTHERWISE DIRECTED. AN AFFIRMATIVE VOTE OF THE HOLDERS OF A
MAJORITY OF THE SHARES OF COMMON STOCK OUTSTANDING AS OF THE RECORD DATE IS
REQUIRED FOR THE APPROVAL OF THE PROPOSAL.
EXECUTIVE OFFICERS
The current executive officers of the Company are as follows:
Dr. Steven K. Case, 48, has been President and a Director of the
Company since its formation in January 1984. Dr. Case is also a part-time
professor in the Electrical Engineering Department at the University of
Minnesota.
Dr. Jeffrey A. Jalkio, 36, started as a Research Engineer for the
Company in May 1987, became Director of Research and Development in July 1988
and was elected Vice President-Research in February 1992.
John D. Beagan, 55, started as Director of Manufacturing for the Company
in September 1993, and became Vice President-Operations in February 1995. Since
September 1996, Mr. Beagan has also assumed the role of acting Chief Financial
Officer. Mr. Beagan held executive officer positions in the manufacturing,
development and customer service areas of Computer Network Technology
Corporation, a manufacturer of mainframe network products, from 1987 to 1993.
Carl D. Moe, 50, started as Director of Sales and Marketing for the
Company in October 1992, and became Vice President-Sales and Marketing in
February 1995. Mr. Moe was President of the Danbury Group, a consulting firm
specializing in market development of technology based products from 1988 until
joining the Company.
William J. Farmer, 47, started as Asia-Pacific Regional Sales Manager
with the Company in July 1994 , was appointed Director of Product Development in
January 1995 and was elected Vice President-Product Development in February
1997. From November 1991 until joining the Company Mr. Farmer was a research
engineer with Sharp Corporation in Japan.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT OF THE BOARD OF DIRECTORS
The Company's executive compensation policies are recommended and
administered by the Compensation Committee of the Board of Directors. The
Compensation Committee is composed of two independent, outside directors.
The principal objective of the Company's compensation policy is to
increase shareholder value by providing an incentive to officers and employees
to maximize the Company's performance. Generally, the Company has set the
salaries of its executive officers at slightly below industry averages and
provided for significant variable compensation through annual cash bonuses and
stock options. The form of compensation provided to members of the Company's
management varies based on their position and their ability to influence
performance.
The Compensation Committee has discretion to set executive compensation
at levels warranted by external, internal and individual circumstances. The
Committee has solicited through Dr. Case, and reviewed annually, compensation
surveys for officer positions in the electronics industry. Although such data
provides a base for comparison, it is not used as the basis for the compensation
actually awarded.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Company's executive officer compensation program can be separated
into several elements: base salary, annual cash incentive compensation,
long-term incentive compensation in the form of stock options, and various
benefits, including medical and retirement savings plans generally available to
employees.
BASE SALARY
The Company has traditionally set the base salaries of its executives at
slightly below industry averages and continued this policy during 1996. Because
of dramatically improved performance during 1995, as well as the achievement of
a number of corporate objectives during the year, including the successful
completion of a public offering of the Company's common stock, base salaries for
executive officers during 1996 were increased to be more closely approximate to
industry averages. Dr. Case's base salary during 1996 was set by the Committee
at the beginning of the fiscal year at $150,000, which the Committee believes
continues to place his salary slightly below the median of salaries for
executive officers in the electronics industry at similarly sized companies.
Such salary represented a $10,000 increase over Dr. Case's base salary for 1995.
CASH INCENTIVE COMPENSATION
The Compensation Committee establishes an executive bonus plan annually.
The bonus plan assigns to each executive, based upon the Committee's
determination of the size of bonus appropriate for the position held by the
executive, a base dollar amount bonus objective. Sales positions, for example,
which more directly influence revenue attainment and have a higher component of
variable compensation, also have a proportionately larger base dollar amount
bonus objective. The Committee then creates a matrix of multipliers for such
base bonus objective as a function of increase in operating income and revenue.
For any given increase in operating income after a threshold increase in
revenue, the matrix will dictate a multiplier that is applied to the base dollar
amount bonus objective to determine the bonus awarded. For 1996, the matrix
provided for no bonuses if operating income was less than 10% of revenue or if
revenue increased to less than $36.6 million.
Dr. Case did not receive a cash bonus in 1996. The absence of the bonus
reflects the industry downturn and the resulting decrease in the Company's
overall revenue and operating income.
STOCK INCENTIVE COMPENSATION
The Company provides long-term incentive to its executive officers
primarily through its Restated Stock Option Plan (the "Option Plan"). Under the
Option Plan, the Compensation Committee awards stock options to executive
officers based on the number of options and shares currently held by the
executive and also on performance factors similar to those used to determine
salaries and annual cash incentives. The Compensation Committee has not fixed,
or predetermined, the amount of shares to be available for option grants in any
year.
Stock options are granted to encourage an executive to seek the same
objectives as shareholders, to retain executives through vesting and to lower
the overall cash cost of compensation. The Company's options generally vest over
a period of four years and expire after five years. All options are granted with
an exercise price equal to fair market value on the date of grant.
Dr. Case received two options under the Option Plan during 1996: one for
70,000 shares and one for 23,000 shares. Dr. Case exercised a number of vested
options during 1995 and had very few options that were unvested at the beginning
of 1996. The first option was granted at an exercise price of $18.125. The
second option was granted, in part, to provide additional incentive to Dr. Case
because the Committee believed the overall decrease in market price of the
Company's common stock during the year had diminished the value of the first
option.
BENEFITS
The Company provides medical and retirement savings benefits to
executive officers on terms generally available to employees. No executive
officer received perquisites in excess of 10% of salary during 1996.
SUMMARY
The Compensation Committee believes that the compensation program for
executive officers during the 1996 year achieved the principal objectives for
which it was designed.
George Kline
Steven Quist
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for the
last three fiscal years awarded to or earned by the President of the Company and
each executive officer of the Company who received cash compensation from the
Company during the year ended December 31, 1996 exceeding $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------- ------------------------------
AWARDS PAYOUTS
------------------- -------
NAME OTHER ALL
AND ANNUAL RESTRICTED OTHER
PRINCIPAL COMPEN- STOCK LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION(1)
- -------- ---- ------ ----- ------ ------ ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven K. Case 1996 $150,000 - 93,000 $2,669
President, Director 1995 140,000 $119,000 - 2,816
1994 133,708 24,067 - 2,414
Carl D. Moe 1996 $110,000 $ 15,000 - $4,387
Vice President-Sales 1995 100,000 119,000 - 1,974
and Marketing 1994 90,000 - - 1,662
John D. Beagan 1996 $109,600 - 15,000 $2,628
Vice President- 1995 90,000 $ 68,000 - 1,658
Operations 1994 82,000 15,072 19,000 -
Jeffrey A. Jalkio 1996 $ 91,400 - 39,000 $2,151
Vice President- 1995 85,000 $ 44,200 - 1,690
Research 1994 80,000 14,400 - 1,600
</TABLE>
- ------------
(1) Consists of contributions to the Company's 401(k) plan and premiums under
term life insurance policies.
STOCK OPTIONS
The Company maintains a Restated Stock Option Plan and a Stock Option
Plan for Nonemployee Directors. The Company may grant stock options to executive
officers and other employees and consultants of the Company under the Restated
Stock Option Plan. The following table sets forth information with respect to
options granted to the named executive officers in 1996:
<TABLE>
<CAPTION>
OPTION GRANTS IN 1996
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
% OF TOTAL APPRECIATION FOR
OPTIONS OPTIONS GRANTED EXERCISE OPTION TERM (1)
GRANTED TO EMPLOYEES PRICE PER EXPIRATION -----------------------
NAME (#) IN 1996 ($/SH) DATE 5%($) 10% ($)
- ---- ---- ------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Dr. Case 70,000 11.9% $18.125 5/14/01 $350,532 $774,585
23,000 3.9% 11.00 11/22/01 69,899 154,459
Mr. Moe - - - - - -
Mr. Beagan 15,000 2.5% 11.00 11/22/01 45,586 100,734
Dr. Jalkio 30,000 5.1% 18.125 5/14/01 150,228 331,965
9,000 1.5% 11.00 11/22/01 27,351 60,440
</TABLE>
- ------------
(1) These amounts represent the realizable value of the subject
options five years from the date of grant (the term of each option),
without discounting to present value, assuming appreciation in the
market value of the Company's common stock from the market price on the
date of grant at the rates indicated. Actual gains, if any, on stock
option exercises are dependent on the future performance of the Common
Stock, and overall stock market conditions. The amounts reflected in
this table may not necessarily be achieved.
The following table sets forth information with respect to options
exercised during 1996 and held by the officers named in the Summary Compensation
Table as of December 31, 1996:
AGGREGATED OPTION EXERCISES IN 1996 AND OPTION VALUES AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT DECEMBER 31, 1996(1) AT DECEMBER 31, 1996 (2)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dr. Case 15,000 $143,750 26,250 101,750 $201,503 $122,152
Mr. Moe 15,198 292,928 - 20,520 - 185,000
Mr. Beagan - - 22,500 31,000 171,039 158,859
Dr. Jalkio - - 30,000 44,000 174,218 60,968
</TABLE>
- ------------
(1) All of such options are exercisable at a price equal to the fair market
value of the Common Stock on the date of grant.
(2) Represents the difference between the closing price of the Company's
Common Stock as reported on the NASDAQ National Market on December 31,
1996, and the exercise price of the options.
(3) Represents the difference between the option exercise price and the
closing price of the Company's Common Stock as reported by Nasdaq on the
date of exercise.
LONG-TERM INCENTIVE PLAN AWARDS/EMPLOYMENT AGREEMENTS
Other than its Restated Stock Option Plan, the Company does not maintain
any long-term incentive plans, nor does it have any employment agreements with
any of the executive officers named in the Summary Compensation Table.
SHAREHOLDER RETURN
The graph set forth below compares the cumulative total shareholder
return on the common stock of the Company from January 1, 1992 through December
31, 1996 with the cumulative total return on a broad market index (the Nasdaq
Index) and a peer group index (the Nasdaq Computer and Data Processing Index).
In each case, the cumulative return is calculated assuming an investment of $100
on January 1, 1992, and reinvestment of all dividends.
[GRAPH]
NASDAQ COMPUTER
DATE & DATA PROC. NASDAQ CYBEROPTICS
- ---- --------------- ------ -----------
12/31/91 100 100 100
3/31/92 103.136702 100.869129 121.827411
6/30/92 96.086067 88.5361162 85.2791878
9/30/92 100.034187 94.9537855 77.1573604
12/31/92 116.378477 107.592282 77.1573604
3/31/93 118.561134 112.7490098 77.1573604
6/30/93 120.837273 112.812378 77.1573604
9/30/93 131.021939 113.299304 91.3705584
12/31/93 133.594547 113.86995 101.522843
3/31/94 127.975513 115.443847 93.4010152
6/30/94 121.993237 112.97198 89.3401015
9/30/94 132.092969 125.774558 105.583756
12/30/94 130.586048 138.236933 125.888325
3/31/95 142.360966 155.612801 178.680203
6/30/95 162.836066 184.442752 412.182741
9/29/95 182.448999 201.479256 552.284264
12/29/95 184.674925 210.528114 645.685279
3/29/96 193.301389 220.41502 467.005076
6/28/96 209.081051 244.996766 251.77665
9/30/96 216.522705 249.878339 219.28934
12/31/96 227.141659 259.875847 217.512284
SHARES OUTSTANDING
The following table sets forth information pertaining to the ownership
of the Company's Common Stock by each person known by the Company to
beneficially own 5% or more of the Company's Common Stock, by each director, by
each officer named in the Summary Compensation Table, and by all officers and
directors as a group as of February 28, 1997:
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) OF CLASS
- ------------------- ------------------------- --------
Steven K. Case 312,154 5.9%
5900 Golden Hills Drive
Minneapolis, MN 55416
Kopp Investment Advisors, Inc. 414,150 7.9%
6600 France Avenue South
Suite 672
Edina, MN 55435 (2)
Alliance Capital Management L.P. 330,000 6.3%
c/o The Equitable Companies Incorporated
787 Seventh Avenue
New York, NY(3)
Robert Fleming, Inc. 315,600 6.0%
320 Park Avenue, 11th Floor
New York, NY 10022(4)
George E. Kline(5) 25,500 *
Alex B. Cimochowski(6) 24,371 *
Steven M. Quist 17,200 *
Erwin A. Kelen 35,625 *
P. June Min 11,000 *
Carl D. Moe 27,591 *
John D. Beagan 22,500 *
Jeffrey A. Jalkio 51,461 *
All executive officers and
directors as a group (9 persons) 527,402 9.9%
- ------------
*Less than 1%
(1) Includes 28,750 shares for Dr. Case, 3,000 for Mr. Kline, 22,200 shares
for Mr. Cimochowski, 16,200 shares for Mr. Quist, 21,625 shares for Mr.
Kelen, 11,000 shares for Dr. Min, 6,840 shares for Mr. Moe, 22,500
shares for Mr. Beagan, 17,500 for Dr. Jalkio and 149,615 shares for all
officers and directors as a group, purchasable upon exercise of options
exercisable within 60 days of February 28, 1997.
(2) Based on Schedule 13G filing dated January 27, 1997, filed on behalf of
Leroy C. Kopp and Kopp Investment Advisors, Inc. Includes 88,000 shares
over which the holder has sole voting power, 10,000 over which the
holder has sole dispositive power and 404,150 shares over which the
holder has shared dispositive power.
(3) Based on Schedule 13G filing dated February 12, 1997. Includes 1,800
shares over which such holder does not have voting power.
(4) Based on Schedule 13G filed February 13, 1997. All shares held with
shared voting and shared dispositive power.
(5) Includes 22,500 held in a trust for which Mr. Kline is the trustee.
(6) Includes 1,650 shares owned by Mr. Cimochowski's spouse, the beneficial
ownership of which Mr. Cimochowski disclaims.
Under federal securities laws, the Company's directors and officers, and
any beneficial owner of more than 10% of a class of equity securities of the
Company, are required to report their ownership of the Company's equity
securities and any changes in such ownership to the Securities and Exchange
Commission (the "Commission") and the securities exchange on which the equity
securities are registered. Specific due dates for these reports have been
established by the Commission, and the Company is required to disclose in this
Proxy Statement any delinquent filing of such reports and any failure to file
such reports during the fiscal year ended December 31, 1996.
Based upon information provided by officers and directors of the
Company, and because of a change in the Commission's rules as to reporting of
option exercises, all officers, directors and 10% shareholders otherwise filed
all reports on a timely basis in the 1996 fiscal year.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Company has selected Coopers & Lybrand L.L.P. as its independent
accountants for its fiscal year ending December 31, 1997. Representatives of
Coopers & Lybrand L.L.P., which has served as the Company's independent
accountants since July 1994, are expected to be present at the Annual Meeting,
will have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from shareholders.
GENERAL
The Board of Directors of the Company does not know of any matters other
than those described in this Proxy Statement that will be acted upon at the
Annual Meeting. In the event that any other matters properly come before the
meeting calling for a vote of shareholders, the persons named as proxies in the
enclosed form of proxy will vote in accordance with their best judgment
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any proposal by a shareholder to be presented at the next Annual Meeting
must be received at the Company's principal executive offices, 5900 Golden Hills
Drive, Minneapolis, MN 55416, no later than December 9, 1997.
BY ORDER OF THE BOARD OF
DIRECTORS
Thomas Martin
SECRETARY
Dated: April 3, 199
CYBEROPTICS CORPORATION
Proxy for the 1997 Annual Shareholders Meeting
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven K. Case and John D. Beagan, and
each of them, with power to appoint a substitute, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Shareholders of
CyberOptics Corporation, to be held on May 8, 1997, and at all adjournments
thereof, as specified below on the matters referred to, and, in their
discretion, upon any other matters which may be brought before the meeting:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees (EXCEPT [ ] WITHHOLD AUTHORITY
AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES
TO WITHHOLD AUTHORITY FOR A SPECIFIC NOMINEE,
PLACE A LINE THROUGH HIS NAME BELOW:
Steven K. Case, Alex B. Cimochowski, George E. Kline,
Steven M. Quist, Erwin A. Kelen and P. Jun Min
2. APPROVAL OF AMENDMENTS TO STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. TO VOTE WITH DISCRETIONARY AUTHORITY ON ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING
(CONTINUED ON REVERSE SIDE)
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted for all of the directors named in proposal 1 and for proposal 2.
When shares are held by joint tenants, both should sign. When signing as
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: , 1997
----------------------------
------------------------------------------
Signature
------------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
