_______________________________________________________________________
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:
_______________________________________________________________________
HOLOMETRIX, INC.
25 WIGGINS AVENUE, BEDFORD, MA 01730
March 3, 1998
Dear Stockholder:
On behalf of the Holometrix Board of Directors, I cordially
invite you to attend our Annual Meeting of Stockholders on Wednesday,
March 25, 1998. Information concerning the formal matters to be acted
on at the meeting is contained in the accompanying Notice of Meeting
and Proxy Statement. We are also enclosing the 1997 Annual Report
along with this Proxy Statement which describes our instrumentation and
testing services businesses as well as the business of the Company's
majority-owned subsidiary, Nametre. At the Annual Meeting, we plan
to discuss the results of our operations during fiscal year 1997 and our
expectations for the Company in fiscal year 1998. We will also answer
any questions you may have.
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 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
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On March 25, 1998
Notice is hereby given that the Annual Meeting of Stockholders
of Holometrix, Inc. (the "Company") will be held on Wednesday,
March 25, 1998, 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 six and to elect
six 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, 1998.
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 March 5, 1998 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
March 6, 1998
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
PROXY STATEMENT
for
Annual Meeting of Stockholders to be held March 25, 1998
The Annual Meeting of Stockholders of Holometrix, Inc., a
Delaware corporation (the "Company"), will be held Wednesday, March
25, 1998, 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 March 6, 1998. 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 March 5, 1998 as the record date for
determination of stockholders entitled to vote at the Annual Meeting.
At the close of business on March 5, 1998 there were outstanding and
entitled to vote 23,861,878 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of February 1, 1998, to the
knowledge of the Company, the ownership of the Company's
23,861,878 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 Incorporated 17,060,2442 69.9%
25 Wiggins Avenue
Bedford, MA 01730-2323
Bantam Group, Inc.3 1,435,000 6.0%
50 Bay Colony Drive
Westwood, MA 02090
John E. Wolfe 200,0004 *
Richard Mannello 300,0004 *
Joaquim S.S. Ribeiro 150,0004 *
Salvatore J. Vinciguerra 150,0004 *
All Officers and Directors
as a group (5 persons) 2,235,000 9.4%
_____________________________
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.
2Includes warrants exercisable by Tytronics Incorporated to purchase
550,000 shares of the Company's Common Stock at an exercise price of
$.10 per share. Joseph J. Caruso and John E. Wolfe, directors of the
Company, Emile Sayegh and Edward J. Stewart, III, nominees for
director 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"). 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,
1997. 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 six 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 six directors. Messrs. Caruso, Ribeiro, Wolfe and Vinciguerra 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
February 1, 1998:
Common Stock
Name, Age, Principal Beneficially Percentage of
Occupation, Business Experience Owned Directly Common Stock
and Directorships or Indirectly Outstanding
Joseph J. Caruso, age 54 1,435,0001 6.0%
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 61 150,0002 *
Mr. Ribeiro has been a Director
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.
Emile Sayegh, age 43 0 *
Mr. Sayegh is one of the original
founders of Tytronics Incorporated
and has twenty years of combined
experience in both research and
product development. He has
personally directed and designed many
successful products in the field of
laboratory and process
instrumentation. Previously, he was
employed by Orion Research as
project leader and principal engineer.
Mr. Sayegh holds a Bachelor's Degree
in Mechanical Engineering from the
College of Arts and Sciences,
Lebanon, a B.S. in Electrical
Engineering from Northeastern
University and has done graduate
studies in Computer Science.
Edward J. Stewart, III, age 51 0 *
Mr. Stewart served as a Director of
the Company from 1988 through
1996. Since 1994, Mr. Stewart has
served as general partner of Kestrel
Venture Management, a venture
capital firm, and from 1983 to 1994
Mr. Stewart served as the President of
Corning Capital Corporation, a
venture capital firm, and was formerly
president of GWI Leasing Corporation
from 1980 to 1983. Mr. Stewart also
serves on the board of directors of
approximately ten other companies.
Mr. Stewart holds a Master of
Business Administration degree from
Harvard Business School and an
Administrative Studies degree from
Yale University.
Salvatore J. Vinciguerra, age 59 150,0002 *
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 59 200,0002 *
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. 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 1997, the
following individuals served as executive officers of the Company other
than those executive offices who also served as directors:
Common Stock
Beneficially Percentage of
Name, Age, Principal Owned Directly Common Stock
Occupation and Business Experience or Indirectly Outstanding
John A. Hanna, Jr., Age 56 0 *
Mr. Hanna joined the Company as Chief Financial
Officer in August, 1997. He was elected Treasurer
in December 1997. Previously, Mr. Hanna was
Chief Financial Officer for the Danis Group from
1996 to 1997. Prior to 1996, Mr. Hanna was
Treasurer of Alpha Industries, Inc. from 1978 to
1996. Mr. Hanna holds a B.S. in Electrical
Engineering from Tufts University, an M.ENG. in
Electrical Engineering from Yale University, and an
MBA in Finance from Boston University.
Richard Mannello, Age 40 300,0001 *
Mr. Mannello joined the Company as Director,
Marketing, Sales and Engineering in November
1995. He was elected Vice President and General
Manager in November 1996. Previously Mr.
Mannello was Manager of Marketing at Loral
Infrared and Imaging Systems from 1990 to 1995.
Prior to 1990, Mr. Mannello was Manager of
Marketing for Honeywell Electro-Optics Division.
Mr. Mannello holds a Master of Business
Administration from Boston University and a B.S. in
Optics from the University of Rochester Institute of
Optics.
_________________________
1Issuable upon the exercise of currently outstanding stock options.
*Less than 1%.
Board Meetings and Committees of the Board
The Board of Directors met five times during fiscal 1997. 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 1997.
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
Messrs. Caruso and Ribeiro constituted the membership of the
Board's Compensation Committee during fiscal 1997. The
Compensation Committee met one time during fiscal year 1997. 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 1997, 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, 1997, September
30, 1996 and September 30, 1995, of those persons who were (i) the
Company's Chief Executive Officer during the fiscal year ended
September 30, 1997, and (ii) other executive officers of the Company as
of September 30, 1997, who received total cash and bonus compensation
in excess of $100,000 (the "Named Officers") during fiscal year 1997.
<TABLE>
Executive Compensation
<CAPTION>
Restr Securities
Other icted Underlying
Name and Compen- Stock All Other
Principal Salary BONUS sation Award Options/SARs Compensation
Position Year ($) ($) ($)<F1> ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
John E. 1997 36,000 0 0 n/a n/a n/a
Wolfe
President,
CEO and
Treasurer
Richard 1997 111,478 500 0 n/a 300,000<F2> n/a
Mannello
Vice Pres-
ident and
General
Manager
John E. 1996 52,200 0 0 n/a n/a
Wolfe
President,
CEO and
Treasurer
John E. 1995 33,333 0 0 n/a 200,000<F2> n/a
Wolfe
President,
CEO and
Treasurer
Joseph J. 1995 0 0 36,000 n/a n/a n/a
Caruso
Acting
President
and CEO
<FN>
<F1> Includes consulting fees paid and accrued to Bantam. Mr. Caruso is President of Bantam.
<F2> Represents the grant of options to purchase shares of the Company's common stock which
vest over a period of four years from the date of grant. <PAGE>
</FN>
</TABLE>
Option Grants In Last Fiscal Year
Number of Percent of
Securities Total
Underlying Options/ Exercise
Options/ SARs Granted Or Base
SARs To Employees Price Expiration
Granted (#) in Fiscal Yr. ($/Share) Date
John E. Wolfe 0
Richard Mannello 200,000 42.5% $.05 11/7/2001
The following table sets forth information concerning option
exercises during fiscal 1997 and the value of unexercised options as of
September 30, 1997. No options were exercised during fiscal year 1997
by any of the Named Officers in the compensation table.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
# of Unexercised $ Value of
Options Unexercised
# Shares at Sept. 30, Options at
Acquired $ 1997 Sept. 30, 1997
on Value (Exercisable/ (Exercisable/
Name Exercise Realized Unexercisable) Unexercisable)1
John E. 0 $0 200,000/200,000 $0
Wolfe
Joseph J. 0 $0 0 $0
Caruso
Richard 0 $0 300,000/300,000 $0
Mannello
_________________________
1Value is based on the difference between option exercise price and the
fair market value at fiscal 1997 year end, multiplied by the number of
shares underlying the option.
CONSULTING AGREEMENT
The Company and 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 $1,500 per month during fiscal 1997. Mr.
Caruso, a director of the Company, is also president of Bantam.
1991 STOCK PLAN
On March 26, 1991, the Board of Directors adopted the 1991
Stock Plan (the "1991 Plan"), which was approved by the stockholders
on March 25, 1992. The purpose of the 1991 Plan is to provide
incentives to officers, directors, employees and consultants of the
Company. Under the 1991 Plan, officers and employees of the
Company may be granted "incentive stock options" ("ISO" or "ISOs").
Directors, officers, employees and consultants of the Company may be
granted options which do not qualify as ISOs ("Non-Qualified Option"
or "NonQualified Options") and, in addition, such persons may be
granted awards of stock in the Company ("Awards") and opportunities to
make direct purchases of stock in the Company ("Purchases"). Options,
Awards and Purchases are referred to as "Stock Rights".
The 1991 Plan is administered by the Compensation Committee
(the "Committee"), currently consisting of Messrs. Stewart and Caruso.
Mr. Caruso is a former executive officer of the Company. Directors
who are members of the Committee are not eligible to participate in the
1991 Plan.
Subject to the terms of the 1991 Plan, the Committee has the
authority to determine the persons to whom Stock Rights shall be granted
(subject to certain eligibility requirements for grants of ISOs), the
number of shares covered by each such grant, the exercise or purchase
price per share, the time or times at which Stock Rights shall be granted,
and other terms and provisions governing the Stock Rights, as well as
the restrictions, if any, applicable to shares of Common Stock issuable
upon exercise of Stock Rights. The Committee also has the authority to
determine the duration and vesting rate of each option and whether
restrictions such as repurchase rights of the Company are to be imposed
on shares of stock subject to Stock Rights. The Committee has the
authority to interpret the 1991 Plan and to prescribe and rescind
regulations pertaining to it.
ISOs under the 1991 Plan may be granted to any employee of the
Company. As of September 30, 1997, the Company had 22 employees.
Only those officers and directors of the Company who are employees
may be granted ISOs under the 1991 Plan. In no event may the
aggregate fair market value (determined on the date of grant of an ISO)
of Common Stock for which ISOs granted to any employee are
exercisable for the first time by such employee during any calendar year
(under all stock option plans of the Company) exceed $100,000.
Otherwise, there is no restriction as to the maximum or minimum
amount of options an employee may receive. Non-Qualified Options,
awards and purchases may be granted to any director, officer, employee
or consultant of the Company, other than members of the Committee.
The exercise price per share of ISOs granted under the 1991
Plan cannot be less than the fair market value per share of the Common
Stock on the date of grant, or, in the case of ISOs granted to employees
holding more than 10% of the total combined voting power of all classes
of stock of the Company, 110% of the fair market value per share of the
Common Stock on the date of grant. The exercise price per share of
Non-Qualified Options granted under the 1991 Plan cannot be less than
the lesser of the book value per share of Common Stock as of the end of
the preceding fiscal year, or 50% of the fair market value per share of
Common Stock on the date of grant.
The 1991 Plan requires that each option shall expire on the date
specified by the Committee, but not more than ten years from its date of
grant in the case of ISOs and ten years and one day in the case of Non-
Qualified Options. However, in the case of any ISO granted to an
employee owning more than 10% of the total combined voting power of
all classes of stock of the Company, such ISO shall expire on the date
specified by the Committee, but not more than five years from its date of
grant.
Stock Rights granted under the 1991 Plan provide for full
payment of the purchase price therefor either (a) in United States dollars
in cash or by check, or (b) at the discretion of the Committee, through
delivery of shares of Common Stock having a fair market value equal to,
as of the date of the exercise, the cash exercise price of the Stock Right,
or (c) at the discretion of the Committee, by delivery of the grantee's
personal recourse note bearing interest payable not less than annually at
no less than 100% of the lowest applicable Federal rate, as defined in
Section 1274(d) of the Code, or (d) at the discretion of the Committee,
by any combination of (a), (b) and (c) above. By allowing at the
discretion of the Committee, payment of the exercise price by delivering
shares of the Company, the 1991 Plan permits the "pyramiding" of
shares. Pyramiding occurs when the option holder in a series of
successive transactions uses the shares received upon the prior exercise
of an option to purchase additional shares under further outstanding
options. A participant can thereby substantially increase his equity
ownership in the Company without a significant contribution.
The 1991 Plan authorizes the grant of Stock Rights to acquire
3,000,000 shares of Common Stock. Pursuant to the terms of the 1991
Plan, shares subject to options which for any reason expire or are
terminated unexercised as to such shares may again be the subject of a
grant under the 1991 Plan.
Options to purchase an aggregate of 470,000 shares of Common
Stock at an exercise price of $.05 per share were granted during fiscal
1997 to various employees of the Company of which 200,000 shares
were granted to Richard Mannello, Vice President and General Manager
of the Company. No other options or rights were granted under the
1991 Plan during the 1997 fiscal year. No options were canceled during
fiscal 1997. As of September 30, 1997, options to purchase 1,094,000
shares of Common Stock were issued and unexercised and had been
granted under the 1991 plan, and no options granted under the 1991 Plan
had been exercised.
INTEREST OF MANAGEMENT AND OTHERS IN
CERTAIN TRANSACTIONS AND RELATIONSHIPS
The Company and 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 through January 1995,
$2,000 per month through October 1, 1995 and has been paid $1,500
per month thereafter. Mr. Caruso, a Director of the Company, is
president of Bantam.
As of September 30, 1997, the Company held notes payable to
Tytronics totaling $282,056, of which $72,014 was a current liability,
and $210,042 was a long-term liability on the Company's balance sheet
at September 30, 1997.
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, and Messrs. Sayegh and Stewart, nominees
for director 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 $3400 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, 1997, and 1996, this informal agreement
resulted in the payment of approximately $86,000 and $80,000,
respectively, by the Company to Tytronics for such operating and
administrative costs.
During the fiscal year ended September 30, 1997, 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. These advances are
payable on demand with 10% interest. As of fiscal year end, September
30, 1997, $51,576 was due to Tytronics by the Company under these
arrangements. During fiscal year 1997 and 1996, the Company
borrowed an aggregate of $235,412 and $130,000, including interest,
from Tytronics under these arrangements. 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 warrants to Tytronics to purchase 1,000,000 and 1,100,000
shares of the Company's common stock at warrant exercise prices of
$.10 and $.05 per share, respectively. On September 29, 1997
Tytronics exercised warrants for 1,550,000 shares of the Company's
Common Stock in exchange for debt of $100,000.
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, 1998, 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 1998
Annual Meeting of Stockholders must be received by the Company at its
principal office in Bedford, Massachusetts, not later than November 5,
1998, for inclusion in the proxy statement for that meeting.
HOLOMETRIX, INC.
25 WIGGINS AVENUE, BEDFORD, MA 01730
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
Wednesday, March 25, 1998, 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 six.
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,
Emile Sayegh, Edward J. Stewart, III,
Salvatore Vinciguerra and John E. Wolfe
(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__________________, 1998
_______________________________________
_______________________________________
(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.
