_______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 14A
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
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
[ ] Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
HOLOMETRIX, INC.
(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 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:
_______________________________________________________________________<PAGE>
February 14, 1997
Dear Stockholder:
On behalf of our entire Board of Directors, I cordially
invite you to attend our Annual Meeting of Stockholders on
Thursday, March 13, 1996. Information concerning the formal
matters to be acted on at the meeting is contained in the
accompanying Notice of Meeting and Proxy Statement. Along with
this Proxy Statement we are also enclosing the 1996 Annual Report
which describes our instrumentation and testing services
businesses, and our financial results for the past two years. At
the meeting, we plan to discuss the results of our operations
during fiscal year 1996 and our outlook for the Company in fiscal
year 1997. We will also answer any questions you may have.
As you may know, Holometrix completed the acquisition of
another materials analysis company, The Nametre Company, on
September 30, 1996. Nametre manufactures and markets on-line and
laboratory viscosity analyzers sold primarily to the chemical,
petrochemical and refining industries. The company believes that
the inclusion of Nametre in fiscal 1997 should result in
substantial revenue growth. During fiscal 1996, Holometrix
continued to be profitable, although narrowly so. The loss of a
large government contract impacted results negatively, most
particularly in the first half of the year. Performance in the
second half of the year was stronger, and was enhanced by the
introduction of a new product, the Lambda 2000 heat flow meter.
We look forward to personally greeting as many of our
shareholders as will be able to attend the meeting. Whether or
not you expect to attend the meeting, please take a moment now to
complete, sign and date the enclosed proxy and return it in the
postage-paid envelope we have provided. If you attend the
meeting, you may vote in person if you wish, even though you have
previously returned your proxy, provided you give written notice
of the revocation of your proxy to the Corporate Secretary.
Thank you for your continued interest in Holometrix; it is
appreciated. I look forward to seeing you at our annual meeting.
Sincerely yours,
/s/ John E. Wolfe
John E. Wolfe
President and Chief Executive
Officer<PAGE>
HOLOMETRIX, INC.
25 Wiggins Avenue, Bedford, Massachusetts 01730-2323
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On March 13, 1997
Notice is hereby given that the Annual Meeting of Stockholders of
Holometrix, Inc. (the "Company") will be held on Thursday, March 13, 1997, at
11:30 a.m., at the offices of the Company, 25 Wiggins Avenue, Bedford,
Massachusetts, to consider and act upon the following matters:
1. To fix the number of directors at four and to elect four
directors to hold office for the ensuing year.
2. To approve the selection by the Board of Directors of BDO
Seidman, LLP as the Company's independent auditors for the
fiscal year ending September 30, 1997.
3. To transact such other business as may properly come before
the meeting or any adjournments of the meeting.
Stockholders of record of the Company as of the close of business on
January 31, 1997 are entitled to notice of and to vote at the meeting and any
adjournment thereof.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors
/s/ David J. Brown
David J. Brown, Secretary
Bedford, Massachusetts
February 14, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.<PAGE>
HOLOMETRIX, INC.
25 Wiggins Avenue, Bedford, Massachusetts 01730-2323
PROXY STATEMENT
for
Annual Meeting of Stockholders to be held March 13, 1997
The Annual Meeting of Stockholders of Holometrix, Inc., a Delaware
corporation (the "Company"), will be held Thursday, March 13, 1997, for the
purposes set forth in the accompanying Notice of Annual Meeting. This
statement is furnished in connection with the solicitation of proxies by the
Board of Directors to be used at such meeting and at any and all adjournments
thereof and is first being sent to stockholders on or about February 14, 1997.
Any stockholder executing and returning a proxy in the enclosed form has the
power to revoke such proxy at any time prior to the voting thereof by written
notice to the Company, by executing a later dated proxy or by appearing and
voting at the meeting.
At the Annual Meeting, action is to be taken on (a) the election of a
Board of Directors; (b) the ratification of the selection of independent
accountants, and (c) transaction of such other business as may properly come
before the meeting.
All shares represented at the meeting by proxies in the accompanying
form will be voted provided that such proxies are properly signed. In cases
where a choice is indicated, the shares represented will be voted in
accordance with the specifications so made. In cases where no specifications
are made, the shares represented will be voted for the election of directors
and for the ratification of the selection of independent accountants.
The Company will pay all costs of soliciting proxies in the accompanying
form. Solicitation will be made by mail, and officers and regular employees
of the Company may also solicit proxies by telephone or personal interview.
The Company expects to request brokers and nominees who hold stock in their
names to furnish this proxy material to their customers and to solicit proxies
from them, and will reimburse such brokers and nominees for their out-of-
pocket and reasonable clerical expenses in connection therewith.
VOTING RIGHTS
The Board of Directors has fixed January 31, 1997 as the record date for
determination of stockholders entitled to vote at the Annual Meeting. At the
close of business on January 31, 1997 there were outstanding and entitled to
vote 22,296,878 shares of Common Stock of the Company. Each share of Common
Stock is entitled to one vote. A majority of the outstanding shares of Common
Stock entitled to vote will constitute a quorum for the transaction of
business at the Annual Meeting. The affirmative vote of a plurality of the
shares of Common Stock present or represented at the meeting is required for
the election of directors. Abstentions and broker non-votes will be counted
for purposes of determining whether a quorum is present at the meeting,
however, an abstention from voting or a broker non-vote has no effect on the
election of directors.<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of December 15, 1996, to the
knowledge of the Company, the ownership of the Company's 22,296,878
outstanding shares of Common Stock by (i) each person who is known by the
Company to own of record or beneficially more than five percent (5%) of the
outstanding shares of the Company's Common Stock, (ii) each of the Company's
Directors and executive officers, and (iii) all Directors and officers as a
group. Except as otherwise indicated, to the knowledge of the Company, the
stockholders listed below have sole voting and investment power with respect
to the shares indicated.
Name and Address Number of Shares Percentage
of Beneficial Owner Beneficially
Owned of Class1
Tytronics Incorporated2 14,960,244 67.1%
25 Wiggins Avenue
Bedford, MA 01730-2323
Bantam Group, Inc.3 1,435,000 6.4%
50 Bay Colony Drive
Westwood, MA 02090
John E. Wolfe 200,0004 1.2%
Richard Mannello 300,0004 *
Joaquim S.S. Ribeiro 150,0004 *
Salvatore J. Vinciguerra 150,0004 *
All Officers and Directors
as a group (4 persons) 17,195,244 75.9%
_____________________________
1Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days of this statement pursuant to the exercise of presently exercisable or
outstanding options, warrants or conversion privileges are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person shown in the table.
2Joseph J. Caruso and John E. Wolfe, directors of the Company, are also
directors of Tytronics Incorporated.
3Joseph J. Caruso, a director of the Company, is also president of Bantam
Group, Inc., and has sole voting and investment power with respect to the
1,435,000 shares of Common Stock owned by Bantam Group, Inc.
4Issuable upon the exercise of currently outstanding stock options.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons
who own more than 10% of a registered class of the Company's equity
securities, to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission (the "SEC").<PAGE>
Such persons are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file. All requirements for officers
and directors of the Company to file Section 16(a) reports have been met for
the fiscal year ended September 30, 1996. The information set forth above is
based solely on the Company's review of the copies of such forms received by
it or written representations from certain reporting persons.
ELECTION OF DIRECTORS
The persons named in the proxy will vote, as permitted by the By-laws of
the Company, to fix the number of directors at four and to elect as directors
the four nominees named below, unless authority to vote for the election of
directors is withheld by marking the proxy to that effect or the proxy is
marked with the names of directors as to whom authority to vote is withheld.
The proxy may not be voted for more than four directors. All of the nominees
are presently directors of the Company.
Each director will be elected to hold office until the next annual
meeting of stockholders and until his successor is elected and qualified. If
a nominee becomes unavailable, the person acting under the proxy may vote the
proxy for the election of a substitute. It is not presently contemplated that
any of the nominees will be unavailable.
The following table sets forth the name of each nominee and the positions and
offices held by him, his age, the year in which he became a director of the
Company, his principal occupation and business experience for the last five
years, the names of other companies in which he serves as a director and the
number of shares of Common Stock of the Company which he reported were
beneficially owned by him as of December 15, 1996:
Joseph J. Caruso, age 53 1,435,0001 6.4%
Mr. Caruso has been a Director of the
Company since November of 1994 and was
Acting President of the Company from June of
1993 until February of 1995. Mr. Caruso is
also President of Bantam Group, Inc., a
business advisory organization founded in
1986. Mr. Caruso has 20 years of general
management, marketing, and financial
experience in several high technology
companies, including marketing,
manufacturing and financial roles at
Teradyne, Inc., a manufacturer of automatic
test systems, corporate planning at Autex,
Inc., a provider of block trading
information for brokers and institutions,
and President and CEO of Cyborg Corporation,
a supplier of laboratory and factory
automation systems. Mr. Caruso is presently
a member of the board of directors of
Haymarket Bank, Tytronics Incorporated, a
manufacturer of process monitoring
instrumentation and Boston Restaurant
Associates, owner and operator of Italian
restaurants and pizzerias. Mr. Caruso holds
a B.S. in Electrical Engineering from
Northeastern University and a Master of
Business Administration degree from The
Harvard Business School.
Joaquim S. S. Ribeiro, age 60 150,0002 *
Mr. Ribeiro has been a Director of the
Company since November of 1994. Mr. Ribeiro
is a self-employed management consultant,
and is a director of Health Source ("CMHC"),
and the Bank of Boston - Worcester,
Massachusetts, regional board. From 1992 to
1993, he served as vice-chairman of
Multibank Financial Corp., a public bank
holding company now part of Bank of Boston,
and as interim president of CMHC. From 1989
to 1992, he served as general manager of the
law firm of Bowditch and Dewey, and
previously was vice president and treasurer
of the Worcester Polytechnic Institute. Mr.
Ribeiro holds a B.S. in Aeromechanics from
Worcester Polytechnic Institute and a Master
of Business Administration in Economics and
Finance from Clark University.<PAGE>
Salvatore J. Vinciguerra, age 58 150,0002 *
Mr. Vinciguerra has been a Director of the
Company since February of 1995. He has been
President and Chief Operating Officer of
Ferrofluidics Corporation since January of
1995 and Chief Executive Officer and a
director since June of 1996. From 1991
until 1994, Mr. Vinciguerra served as
President and Chief Executive Officer of
Staveley, Inc., the U.S. operating arm of
Staveley Industries, plc. From 1985 until
1989, he served as President and Chief
Operating Officer of Instron Corporation,
which he initially had joined in 1969. Mr.
Vinciguerra is also a member of the board of
directors of Lytron Corporation, the Japan
Society of Boston and Children's Museum of
Boston. Mr. Vinciguerra holds a B.S. in
Engineering from Princeton University and a
Master of Business Administration degree
from The Harvard Business School.
John E. Wolfe, age 58 200,0002 *
Mr. Wolfe joined the Company as a Director
in November of 1994 and was elected
President and Treasurer of the Company in
February of 1995. Since 1987, Mr. Wolfe has
also been President, Chief Executive Officer
and a director of Tytronics Incorporated, a
manufacturer and marketer of on-line
chemical analyzers for the process and
environmental markets. Previously, Mr.
Wolfe was employed by EG&G's Fluid
Components Technology Group, serving as
Senior Vice President, Western Hemisphere
Operations, and Vice President and General
Manager, Engineered Products Division. Mr.
Wolfe is also a Director of Colorado
MEDTech, in Boulder, Colorado, a publicly
held medical products company. He is also
Chairman of the Board of Trustees of Bryant
College in Smithfield, Rhode Island, and a
member of the Executive Committee of the
M.I.T. Enterprise Forum of Cambridge. Mr.
Wolfe holds a B.S. in Electrical Engineering
from Worcester Polytechnic Institute, an
S.M. from the Massachusetts Institute of
Technology as a Sloan Fellow, and he has
completed the Advanced Management Program at
the Harvard Business School.
_____________________________
1Mr. Caruso is the president of Bantam Group, Inc., and may therefore be
deemed to share beneficial ownership of the 1,435,000 shares owed by Bantam
Group, Inc.
2Issuable upon the exercise of currently outstanding stock options.
*Less than 1%.
Information as to Other Executive Officers
Executive officers are elected by the Board of Directors and hold office
until their successors are chosen and qualified, subject to earlier removal by
the Board of Directors. During fiscal 1996, there were no executive officers
of the Company other than those who served as directors.
Board Meetings and Committees of the Board
The Board of Directors met five times during fiscal 1996. No director
attended fewer than 75% of the total number of meetings of the Board and
Committees on which such director served.
Audit Committee
Messrs. Ribeiro and Vinciguerra constitute the membership of the Board's
Audit Committee, which met one time during fiscal year 1996. The Audit
Committee (1) recommends to the Board of Directors the firm of independent
accountants which is to be engaged to audit the books of account and other
corporate records of the Company, (2) reviews with the independent accountants
the scope of their audit with particular emphasis on the areas to which either
the Committee or the independent accountants believe special attention should
be directed, (3) reviews the recommendations of the independent accountants
regarding internal controls and other matters, and (4) makes reports, whenever
deemed advisable, to the Board of Directors with respect to the internal
control and accounting practices of the Company.
Compensation Committee
Mr. Caruso and Edward J. Stewart, III, a director of the Company during
fiscal 1996, constituted the membership of the Board's Compensation Committee
during fiscal 1996. The Compensation Committee met one time during fiscal
year 1996. The Compensation Committee reviews and recommends changes in the
salaries of officers and employees, and advises upon the compensation and
stock option plans in which the directors, officers and employees of the
Company are eligible to participate.
Board of Directors Compensation
During fiscal 1996, the Company did not pay directors for their Board or
Committee services. However, the Company pays non-employee directors the sum
of $2,000 per year in lieu of expense reimbursement associated with attending
directors' meetings. In addition, non-employee directors have in the past
been granted options to purchase shares of the Company's Common Stock. During
fiscal year ended September 30, 1995, each of Joaquim S.S. Ribeiro and
Salvatore J. Vinciguerra were granted options to purchase 150,000 shares of
the Company's Common Stock at an exercise price of $.03 per share. Such
options vest over a period of four years and are exercisable for five years
from the date of grant.
Executive Compensation
The following table sets forth certain information with respect to the
annual and long-term compensation for services in all capacities to the
Company for the fiscal years ended September 30, 1996, September 30, 1995 and
September 30, 1994, of those persons who were (i) the Company's chief
executive officer during the fiscal year ended September 30, 1996, and
(ii) other executive officers of the Company, as of September 30, 1996, who
received total cash and bonus compensation in excess of $100,000 (the "Named
Officers") during fiscal 1996.
Other Securities All
Name and Compen- Restricted Underlying Other
Principal Salary Bonus sation Stock Options Compen-
Position Year ($) ($) ($)1 Award ($) SARs(#)2 sation
John E. Wolfe 1996 52,000 0 0 n/a n/a n/a
President, CEO
and Treasurer
John E. Wolfe 1995 33,333 0 0 n/a 200,000 n/a
President, CEO
and Treasurer
Joseph J. Caruso 1995 0 0 36,000 n/a n/a n/a
Acting President
and CEO
Joseph J. Caruso 1994 0 0 60,000 n/a n/a n/a
Acting President
and CEO
_______________________
1Includes consulting fees paid and accrued to Bantam Group, Inc. Mr. Caruso
is President of Bantam Group, Inc.
2Represents the grant of an option to purchase 200,000 shares of the Company's
common stock which vests over a period of four years.
The Company did not grant any stock options or appreciation rights to
the executives named in the Summary Compensation Table above during fiscal
year 1996.<PAGE>
The following table sets forth information concerning option exercises
during fiscal 1996 and the value of unexercised options as of September 30,
1996. No options were exercised during fiscal year 1996 by any of the
Company's executive officers named in the compensation table.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
$Value of
#Unexercised Unexercised
Options at Options at
Shares Sept.30, 1996 Sept. 30, 1996
Acquired on $ Value (Exercisable/ (Exercisable/
Name Exercise Realized Unexercisable) Unexercisable)1
John E. Wolfe 0 $0 200,000/200,000 $0
Joseph J. Caruso 0 $0 0 $0
_______________________
1Value is based on the difference between option exercise price and the fair
market value at fiscal 1996 year end, multiplied by the number of shares
underlying the option.
_______________________
INTEREST OF MANAGEMENT AND OTHERS IN
CERTAIN TRANSACTIONS AND RELATIONSHIPS
The Company and Bantam Group, Inc. ("Bantam") are parties to a
consulting agreement effective June 6, 1993, which continues month-to-month
unless terminated by either party on thirty days' notice. Pursuant to this
Agreement, Bantam was paid $5,000 per month from June 1993 to January 1995,
$2,000 per month from February 1995 to October 1995 and $1,500 per month
thereafter. Mr. Caruso, a director of the Company, is president of Bantam.
Pursuant to a Conversion of Debt and Contribution to Capital Agreement
dated November 10, 1994 between the Company and Corning Partners, III, L.P.,
Corning Partners III, L.P. converted $315,000 of existing promissory notes,
plus $59,205 of accrued interest on all such outstanding notes, into 1,663,140
shares of the Company's Common Stock. Edward J. Stewart, III, a Director of
the Company during fiscal 1996, was the president and a director of Corning
Capital Corporation, the management company serving Corning Partners II, L.P.,
and a general partner of Corning Partners II, L.P. Also on November 10, 1994,
the Company entered into an Accrued Interest Conversion Agreement with
Bayard Henry, a former 5% stockholder of the Company, pursuant to which Mr.
Henry converted interest on $50,000 of the 10% subordinated notes then held by
Mr. Henry, totaling $8,292, into 36,860 shares of the Company's Common Stock.
Pursuant to a Purchase Agreement dated November 25, 1994 (the "Purchase
Agreement"), Tytronics Incorporated ("Tytronics") acquired all of the Common
Stock of the Company owned by Corning Partners II, L.P., Corning Partners III,
L.P., Bayard Henry, and Edward J. Stewart, III, consisting of an aggregate
8,960,244 shares of the Company's Common Stock at the time representing 55% of
the shares of the Company's outstanding voting securities. In connection with
the Purchase Agreement, Tytronics also acquired $220,000 of the 10% Demand
Subordinated Notes of the Company then held by Corning<PAGE>
Partners III, L.P. and Bayard Henry. In addition, pursuant to a Loan
Agreement dated November 29, 1994 (the "Loan Agreement"), the Company paid
$55,000 to Tytronics which was used to retire a portion of the $220,000 10%
Demand Subordinated Notes acquired by Tytronics from previous holders, and the
$165,000 balance of these notes was converted into a 3-year note, with annual
principal payments of $55,000, plus interest at 10% per annum, due October 31
of each year. Pursuant to the Loan Agreement, Tytronics also provided the
Company with a $150,000 demand loan, the proceeds of which were used to pay
the remaining indebtedness owed Corning Partners II, L.P., Corning Partners
III, L.P., and Mr. Henry.
As a result of the transaction described above, all previously
outstanding shares of the Company's Series A and B Preferred Stock were
converted into Common Stock, and all of the Company's indebtedness to the
Corning partnerships and Mr. Henry have either been converted to Common Stock,
paid in full, or purchased by Tytronics. As of September 30, 1995, the
Company held notes payable to Tytronics totaling $165,000, of which $55,000
was a current liability, and $110,000 was a long-term liability on the
Company's balance sheet at September 30, 1995. Immediately prior to the
effectiveness of the Purchase Agreement with Tytronics, the Corning
partnerships and Messrs. Stewart and Henry effectively held 8,960,244 shares
of the Company's Common Stock, or 55% of the Company's outstanding voting
securities, which were exchanged for 30,000 shares of Tytronics common stock,
$.01 par value. In connection with the transaction described above, Joseph J.
Caruso, Joaquim S.S. Ribeiro, and John E. Wolfe were also elected as
additional directors of the Company.
Effective September 30, 1996, the Company acquired One Hundred Twenty
Thousand (120,000) shares (the "Shares") of common stock, $0.013 par value, of
National Metal Refining Company ("Nametre") for cash of $225,000, notes
payable of $75,000, and acquisition costs. The Company raised the funds to
acquire the Shares from Nametre by issuing Six Million (6,000,000) shares of
the Company's common stock, $0.01 par value, to Tytronics at a purchase price
of Five Cents ($0.05) per share. Joseph J. Caruso, a director of the Company,
is also a director of Nametre. Messrs. Caruso and Wolfe, directors of the
Company, are also directors of Tytronics. In addition, Mr. Caruso is the
president of Bantam, which is a stockholder of the Company and Nametre and has
entered into consulting agreements with Nametre and the Company.
The Company and Tytronics share operating facilities at 25 Wiggins
Avenue, Bedford, Massachusetts. The Company and Tytronics allocate rental
expense associated with the facility based on the square footage occupied by
each company. This arrangement currently results in the payment by Tytronics
to the Company of approximately $3,000 per month for the occupancy by
Tytronics of a portion of the Company's leased facilities. The Company and
Tytronics also share other operating and administrative costs based on
estimated usage. During the fiscal years ended September 30, 1996, and 1995,
this informal agreement resulted in the payment of approximately $80,000 and
$68,000, respectively, by the Company to Tytronics for such operating and
administrative costs.
During the fiscal year ended September 30, 1996, the Company and
Tytronics were also parties to various informal working capital agreements
pursuant to which Tytronics provided working capital financing to the Company
on a short-term basis. Such working capital advances are limited by the
Company's Silicon Valley Bank agreement to $50,000 at any one time. These
advances are payable on demand with 10% interest. As of fiscal year end,
September 30, 1996, $20,000 was due to Tytronics by the Company under these
arrangements. During fiscal year 1996 and 1995, the Company borrowed an
aggregate of $130,000 and $111,000, including interest, from Tytronics under
these arrangements. Also during fiscal year 1996, the Company restructured
its existing debt to Tytronics by extending the due date for an aggregate of
$155,000 of existing debt in exchange for the issuance of<PAGE>
warrants to Tytronics to purchase 1,000,000 and 1,100,000 shares of the
Company's common stock at warrant exercise prices of $.05 and $.10 per share,
respectively.
APPROVAL OF AUDITORS
The Board of Directors has selected the firm of BDO Seidman LLP,
independent public accountants, as auditors of the Company for the fiscal year
ending September 30, 1996, and is submitting the selection to stockholders for
approval. Representatives of BDO Seidman LLP are expected to be present at
the Annual Meeting of Stockholders. They will have an opportunity to make a
statement if they desire to do so and will also be available to respond to
appropriate questions from stockholders.
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented to
the meeting, it is the intention of the persons named in the accompanying
proxy to vote, or otherwise to act, in accordance with their judgment on such
matters.
Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be received by the Company at its principal
office in Bedford, Massachusetts, not later than September 18, 1997, for
inclusion in the proxy statement for that meeting.<PAGE>
HOLOMETRIX, INC.
25 WIGGINS AVENUE, BEDFORD, MA 01730-2323
PROXY
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF HOLOMETRIX, INC.
The undersigned stockholder of Holometrix, Inc. (the "Company") hereby
appoints John E. Wolfe and David J. Brown, and each of them, with full power
of substitution, proxies for the undersigned and authorizes them to represent
and vote, as designated, all of the shares of stock of the Company which the
undersigned may be entitled to vote at the annual meeting of the stockholders
of the Company to be held at the offices of the Company, 25 Wiggins Avenue,
Bedford, Massachusetts on Thursday, March 13, 1997, and at any adjournment or
postponement of such meeting, for the following purposes and with
discretionary authority as to any other matter that may properly come before
the meeting, all in accordance with and as described in the Notice and
accompanying Proxy Statement. If no direction is given, this proxy will be
voted FOR proposals 1 and 2.
Proposal (1): Fix the number of Directors at four.
FOR ___ AGAINST ___ ABSTAIN ___
Elect Directors
___ Grant AUTHORITY to vote ___ WITHHOLD AUTHORITY
for all nominees (except to vote for all nominees
as otherwise specified below).
Director Nominees: Joseph J. Caruso, Joaquim S.S. Ribeiro,
John E. Wolfe and
Salvatore Vinciguerra
(INSTRUCTIONS: To withhold authority to vote for any nominees print the
name of such nominees on the space provided below).
________________________________________________________
Proposal (2): Approval of the selection of BDO Seidman, LLP as
independent auditors.
FOR ___ AGAINST ___ ABSTAIN ___
Date__________________, 1997
_______________________________________
_______________________________________
(Signature of Stockholder)
Please sign exactly as your name appears.
If acting as attorney, executor, trustee
or in other representative capacity,
sign name and title.
