<PAGE>
MEDIA LOGIC, INC.
August 9, 1996
To Our Stockholders:
You are cordially invited to attend the Special Meeting in Lieu of Annual
Meeting of Stockholders of MEDIA LOGIC, INC., to be held at 10:00 a.m. on
Thursday, September 12, 1996, at the Holiday Inn located at 31 Hampshire Street,
Mansfield, Massachusetts.
The Notice of Meeting and the Proxy Statement that follow describe the
business to be considered and acted upon by the stockholders at the Meeting,
after which management will also report on the affairs of the Company.
The Board of Directors of the Company encourages your participation in
the Company's affairs and, to that end, solicits your proxy. You may give your
proxy by completing, dating and signing the Proxy Card and returning it promptly
in the enclosed envelope. You are urged to do so even if you plan to attend the
meeting.
A copy of the Company's 1996 Annual Report to Stockholders is included
with the mailing.
Sincerely,
William E. Davis
PRESIDENT
310 South Street, Plainville, Massachusetts 02762
<PAGE>
MEDIA LOGIC, INC.
NOTICE OF SPECIAL MEETING IN LIEU OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 12, 1996
-------------------
Notice is hereby given that the Special Meeting in Lieu of Annual Meeting
(the "Meeting") of Stockholders of Media Logic, Inc. (the "Company") will be
held at the Holiday Inn located at 31 Hampshire Street, Mansfield,
Massachusetts, on Thursday, September 12, 1996, at 10:00 a.m., local time, to
consider and act upon the following matters:
1. A proposal to set the number of directors of the Company at seven
(7) and to elect three Class I directors of the Company, each to
hold office for a three-year term.
2. A proposal to ratify the appointment of Arthur Andersen LLP as
independent public accountants of the Company.
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Stockholders of record at the close of business on July 17, 1996, are
entitled to notice of and to vote at the Meeting and any adjourned sessions
thereof. All stockholders are cordially invited to attend the Meeting.
By Order of the Board of Directors
Paul M. O'Brien
CLERK
Plainville, Massachusetts
August 9, 1996
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE,
DATE, SIGN AND MAIL THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY, AND PROMPTLY RETURN IT IN THE PREADDRESSED ENVELOPE
PROVIDED FOR THAT PURPOSE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY PROXY
GIVEN BY YOU AND VOTE YOUR SHARES IN PERSON.
<PAGE>
MEDIA LOGIC, INC.
310 SOUTH STREET
PLAINVILLE, MASSACHUSETTS 02762
-------------------
PROXY STATEMENT
-------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of MEDIA
LOGIC, INC. (the "Company") of proxies for use at the Special Meeting in Lieu of
Annual Meeting of Stockholders (the "Meeting") to be held on September 12, 1996,
and at any adjourned session thereof. This proxy statement was first mailed to
stockholders on or about August 9, 1996.
All solicitation expenses, including costs of preparing, assembling and
mailing proxy material, will be borne by the Company. In addition, the Company
will reimburse brokerage firms and other persons representing beneficial owners
of Common Stock of the Company for their expenses in forwarding proxy material
to such beneficial owners. Solicitation of proxies by mail may be supplemented
by telephone, telegram, telex and personal solicitation by the directors,
officers or employees of the Company. No additional compensation will be paid
for such solicitations.
The close of business on July 17, 1996, has been established as the
record date for determining the stockholders entitled to notice of and to vote
at the Meeting and at any adjournments thereof. As of the record date, there
were issued and outstanding and entitled to vote 6,211,442 shares of common
stock of the Company, par value $.01 per share ("Common Stock"). Holders of
shares of Common Stock are entitled to one vote for each share owned at the
record date on all matters to come before the Meeting and any adjournments
thereof. The presence in person or by proxy of holders of a majority of the
shares of Common Stock entitled to vote at the Meeting constitutes a quorum for
the transaction of business.
Any proxy may be revoked at any time before it is voted by written
notice, received by the Clerk of the Company at least 24 hours prior to the
Meeting; but if not so revoked, the shares represented by such proxy will be
voted. All proxies will be voted in accordance with the instructions contained
therein. If no choice is specified for one or more proposals in a proxy
submitted by or on behalf of a stockholder, the shares represented by such proxy
will be voted in favor of such proposals and in the discretion of the named
proxies with respect to any other proposals which may properly come before the
Meeting. Broker non-votes and proxies that withhold authority to vote for
election as a director or that reflect abstentions will be deemed present for
the purpose of determining the presence of a quorum for the transaction of
business. The affirmative vote of a majority of the total number of shares voted
either for or against each proposal at the Meeting is required to approve the
proposal, with abstentions and non-votes having no effect on the vote.
The Board of Directors does not know of any matters which will be brought
before the Meeting other than those matters specifically set forth in the notice
of Meeting (the "Notice"). However, if any other matter properly comes before
the Meeting, it is intended that the persons named in the enclosed form of
Proxy, or their substitute acting thereunder, will vote on such matter in
accordance with their best judgement.
SHARE OWNERSHIP
The following table sets forth certain information as of July 17, 1996
concerning the ownership of Common Stock by each Stockholder known by the
company to be the beneficial owner of more than 5% of its
<PAGE>
outstanding shares of Common Stock, each current member of the Board of
Directors, each executive officer named in the Summary Compensation Table on
page 5 hereof, and all current directors and executive officer as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED(1)
----------------------------
NAME AND ADDRESS** NUMBER PERCENT
- - ------------------------------------------------------------------------- --------------- -----------
<S> <C> <C>
Raymond Leclerc 1,215,000 19.6%
310 South Street
Plainville, MA 02762
David R. Lennox 817,901(2) 13.2%
65 Summer Street
Sheldonville, MA 02070
Klaus J. Peter 383,700(3) 6.2%
310 South Street
Plainville, MA 02762
Paul M. O'Brien 155,500(4) 2.5%
William E. Davis 93,000(5) 1.5%
Francis S. Wyman 49,921(6) *
F. Michael Hruby 10,900(7) *
Joseph L. Mitchell 5,755(8) *
B. Edward Fitzgibbons 5,333(9) *
All executive officers and directors as a group (8 persons) 1,919,109(10) 30.9%
</TABLE>
- - -------------------
* Represents beneficial ownership of less than 1% of the Company's
outstanding shares of Common Stock.
** Addresses are given for beneficial owners of more than 5% of the
outstanding Common Stock only.
(1) The number of shares of Common Stock issued and outstanding on July 17,
1996 was 6,211,442. The calculation of percentage ownership for each
listed beneficial owner is based upon the number of shares of Common Stock
issued and outstanding at July 17, 1996, plus shares of Common Stock
subject to options held by such person at July 17, 1996 and exercisable
within 60 days thereafter. The persons and entities named in the table
have sole voting and investment power with respect to all shares shown as
beneficially owned by them, except as noted below.
(2) Includes 18,400 shares held in trust for Mr. Lennox's minor son.
(3) Includes 73,400 shares issuable upon exercise of options to purchase
Common Stock.
(4) Includes 119,000 shares issuable upon exercise of options to purchase
Common Stock.
(5) Includes 89,000 shares issuable upon exercise of options to purchase
Common Stock.
(6) Includes 9,921 shares issuable upon exercise of options to purchase Common
Stock.
(7) Includes 5,555 shares issuable upon exercise of options to purchase Common
Stock.
(8) Includes 5,555 shares issuable upon exercise of options to purchase Common
Stock.
(9) Includes 5,333 shares issuable upon exercise of options to purchase Common
Stock.
(10) Includes 307,764 shares issuable upon exercise of options to purchase
Common Stock.
PROPOSAL I
ELECTION OF DIRECTORS
Section 50A of Chapter 156B of the Massachusetts General Laws provides
for a Board of Directors, of such number as is fixed by the directors, and which
is divided into three classes serving staggered three-year terms.
2
<PAGE>
The Board of Directors has fixed the number of Directors at seven (7). At the
Meeting, the terms of the members of Class I, F. Michael Hruby, Joseph L.
Mitchell and William E. Davis, expire. Messrs. Hruby, Mitchell and Davis are the
only nominees for election as Class I Directors for a term to expire at the 1999
Annual Meeting of Stockholders.
Unless authority is withheld, it is the intention of the persons voting
under the enclosed proxy to vote such proxy in favor of the election of Messrs.
Hruby, Mitchell and Davis to be directors of the Company until the 1999 Annual
Meeting of Stockholders and until their successors are elected and qualified.
The affirmative vote of a majority of the shares of Common Stock present or
represented at the Meeting by proxy is required for the election of Messrs.
Hruby, Mitchell and Davis.
The members of Class II, with a term expiring at the 1997 Annual Meeting
of Stockholders, are Klaus J. Peter and Harold B. Shukovsky. The members of
Class III, with a term expiring at the 1998 Annual Meeting of Stockholders, are
Francis S. Wyman and Raymond Leclerc. Mr. Leclerc was elected in December, 1995
by a majority of the directors then in office to fill the vacancy created by the
resignation of David R. Lennox, for a term expiring in 1998.
The following table sets forth, with respect to the members of the Board
of Directors and management of the Company, (i) the name, age and length of
service as a director or executive officer, (ii) the principal occupation and
business experience of such person for at least the past five years, and (iii)
the names of certain other companies of which such person currently serves as a
director or executive officer.
<TABLE>
<CAPTION>
POSITION AND OFFICES
WITH THE COMPANY AND
OTHER BUSINESS
EXPERIENCE DURING
NAME LAST FIVE YEARS
- - ------------------------------ ---------------------------------------------------------------------------------------
<S> <C>
William E. Davis.............. Mr. Davis joined the Company in September 1994 as Chief Operating Officer and has been
Age 46 the Chief Executive Officer of the Company since April 1995 and President since
November 1995. Prior to joining the Company, Mr. Davis was Vice President and General
Counsel to Steinway Musical Properties, Inc. from 1985 to 1994.
Klaus J. Peter................ Mr. Peter joined the Company in August 1984 as Vice President in charge of research and
Age 56 development and engineering and was elected a Director in October 1986 and Executive
Vice President in 1990.
Joseph L. Mitchell............ Mr. Mitchell was elected a Director in October 1986. He is a member of the
Age 67 Massachusetts Bar and has been engaged in the private practice of law since 1957.
Dr. Harold B. Shukovsky....... Mr. Shukovsky was elected a Director in October 1986. He was most recently a Senior
Age 54 Consulting Engineer with a division of Digital Equipment Corporation from which he
retired in May 1992.
Francis S. Wyman.............. Mr. Wyman was elected a Director in October 1986. He is a member of the Massachusetts
Age 60 Society of Accountants, has been engaged in public accounting since 1957, and since
1962 has operated his own accounting firm.
Raymond Leclerc............... Mr. Leclerc was elected a Director in October 1995. He is the founder of Ray Plastic,
Age 70 Inc. (1950) and Mylec, Inc. (1970). He was President and C.E.O. for both firms from
inception until his retirement in 1989. He continues as a director in both companies.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
F. Michael Hruby.............. Mr. Hruby is President of Technology Marketing Group, Inc., a technology consulting
Age 50 firm which he founded in 1984. He was elected a Director in September 1994 and was
elected Chairman of the Board in December 1995. Technology Marketing Group, Inc.
provides technology strategy, expansion and marketing services to science and
engineering-driven firms. Mr. Hruby is a director of Fiber Spar and Tube Company, Inc.
and International Polarizer, Inc.
Paul M. O'Brien............... Mr. O'Brien joined the Company in September 1990 as Chief Financial Officer and was
Age 53 elected Vice President in 1993. Prior to joining the Company, Mr. O'Brien was Vice
President of Finance of Rosenthal Technic, N.A.
B. Edward Fitzgibbons......... Mr. Fitzgibbons joined the Company in April 1995 as Vice President of Sales. Prior to
Age 55 joining the Company, Mr. Fitzgibbons was Executive Vice President of Two Technologies
Inc. headquartered in Horsham, PA.
</TABLE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended March 31, 1996 ("Fiscal Year 1996"), the
Board held 6 meetings. During Fiscal Year 1996, each incumbent director attended
at least 75% of the aggregate of the total number of meetings of the Board and
the total number of meetings held by all committees on which the individual
director served.
The Audit Committee presently is composed of two directors: Harold B.
Shukovsky and Francis S. Wyman. Responsibilities, of this committee include
engagement of independent auditors, review of audit fees, supervision of matters
relating to audit functions, review and setting of internal policies and
procedures regarding audits, accounting and other financial controls, and
reviewing related party transactions. The Audit Committee met one time during
Fiscal Year 1996.
The Compensation Committee presently is composed of five directors:
Joseph L. Mitchell, Harold B. Shukovsky, Francis S. Wyman, Raymond Leclerc and
F. Michael Hruby. Mr. Hruby was elected to the Compensation Committee in April
1995 and Mr. Leclerc in December 1995. Responsibilities of this committee
include approval of remuneration arrangements for executive officer of the
Company, review and approval of compensation plans relating to executive
officers and directors, including grants of stock options and other benefits
under the Company's stock option plans, and general review of the Company's
employee compensation policies. None of the members of the Compensation
Committee has been an employee of the Company at any time and none has any
relationship with either the Company or the Company's officers requiring
disclosure under applicable regulations of the Securities and Exchange
Commission. During Fiscal Year 1996, the Compensation Committee met 3 times.
The Company does not have a standing Nominating Committee.
4
<PAGE>
EXECUTIVE COMPENSATION
The table below sets forth certain compensation information for the
fiscal years ended 1996, 1995 and 1994 with respect to each person who served as
the Company's Chief Executive Officer during the Fiscal Year 1996 and the other
Executive Officers of the Company who had salary and bonus of at least $100,000
during Fiscal Year 1996 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
SECURITIES
NAME AND FISCAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTION(#) COMPENSATIONS($)(2)
- - -------------------------------------------------- ----------- ---------- ----------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
William E. Davis (3) 1996 $ 194,100 -0- 42,000 $ 5,225
Chief Executive Officer 1995 68,316 $ 20,000 -0- 1,113
and President
Klaus J. Peter 1996 118,344 -0- -0- 3,284
Executive Vice President 1995 146,827 -0- -0- 2,261
1994 148,573 -0- -0- 4,211
Paul M. O'Brien 1996 128,413 -0- 27,000 3,809
Vice President and Chief 1995 110,000 10,000 -0- 3,287
Financial Officer 1994 103,350 -0- 15,000 3,295
B. Edward Fitzgibbons (4) 1996 116,827 -0- 16,000 2,388
Vice President, Sales
David R. Lennox (5) 1996 76,927 -0- -0- -0-
Chairman and President 1995 150,917 -0- -0- 2,260
1994 148,682 -0- -0- 4,206
</TABLE>
- - -------------------
(1) Bonus payments for services rendered to the Company in Fiscal 1995 were paid
in Fiscal 1996.
(2) Numbers presented represent the Company's matching contributions under the
Company's 401(k) Plan for Fiscal Years 1996, 1995, and 1994.
(3) Mr. Davis joined the Company as Chief Operating Officer in September 1994,
was elected Chief Executive Officer in April 1995, and elected President in
November 1995. See "Executive Employment Agreements".
(4) Mr. Fitzgibbons joined the Company in April 1995 as Vice President of Sales.
(5) Mr. Lennox resigned as President and Chairman in November 1995 and as
Director in December 1995.
The following two tables disclose, for the Chief Executive Officer and
the other Named Executive Officers, information regarding stock options granted
or exercised during, or held at the end of, Fiscal Year 1996 pursuant to the
Company's stock option plan.
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------- VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF
NUMBER OF OPTIONS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES OPTION TERM
OPTIONS IN FISCAL EXERCISE PRICE EXPIRATION --------------------
NAME GRANTED(#) YEAR ($/SH) DATE 5%($) 10%($)
- - ------------------------- ------------- ------------- --------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
William E. Davis 42,000(1) 20.3% 3.500 9/19/05 92,447 234,280
Paul M. O'Brien 27,000(1) 13.1% 3.500 9/19/05 59,430 150,609
B. Edward Fitzgibbons 10,000(2) 4.8% 1.875 4/24/05 11,792 29,882
6,000(2) 2.9% 3.500 9/19/05 13,207 33,468
</TABLE>
- - -------------------
(1) Grants under the Company's 1991 Stock Option Plan. Exercises of one-third of
the options granted are permitted annually commencing on September 16, 1996,
provided that Mr. Davis and Mr. O'Brien are employed by the Company on such
date. However, such options shall fully and immediately vest and become
purchasable if Mr. Davis or Mr. O'Brien (a) voluntarily terminate their
employment with the company for "good reason", (b) is terminated by the
Company for any reason other than "cause", (c) is terminated within one year
after a "change of control", or (d) is terminated by reason of his death or
permanent or total disability. Such options are not transferable, other than
by will or the laws of descent and distribution.
(2) Grants under the Company's 1991 Stock Option Plan. Exercise of one-third of
the options granted are permitted annually commencing on April 25, 1996 and
September 19, 1996, respectively, provided Mr. Fitzgibbons is employed by
the Company on such a date.
AGGREGATE FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBERS OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE MONEY OPTIONS
UNEXERCISED AT
OPTIONS AT 3/31/95(#) 3/31/95($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE(1)
- - ------------------------- --------------------- ----------------------
<S> <C> <C>
William E. Davis 89,000/103,000 311,562/360,625
Paul M. O'Brien 119,000/23,000 606,300/55,650
B. Edward Fitzgibbons 5,333/10,667 18,749/37,501
</TABLE>
- - -------------------
(1) Value is based on the closing sale price of the Common Stock as of March 29,
1996 ($6.00) minus the exercise
price.
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company entered into a three-year employment agreement with William
E. Davis on September 30, 1994, pursuant to which the Company agreed to employ
Mr. Davis as Chief Operating Officer. Mr. Davis received a base salary at an
annual rate of $135,000 through January 1, 1995, at which time, pursuant to such
employment agreement, the annual rate of such salary was increased to $150,000.
The employment agreement of Mr. Davis was amended in April 1995, at which time
Mr. Davis assumed the position of Chief Executive Officer of the Company.
Pursuant to such amended employment agreement, which terminates March 31, 1998,
the Company is to pay
6
<PAGE>
Mr. Davis a base salary at an annual rate of $200,000. Additionally, Mr. Davis
may receive an annual bonus of cash and/or equity in an amount up to 100% of his
base salary to be determined by the Compensation Committee. The committee
granted a bonus to Mr. Davis of $20,000 in April 1996.
In April 1995, the Company entered into an amendment of the employment
agreement of Paul M. O'Brien, pursuant to which the Company agreed to employ Mr.
O'Brien as Vice President and Chief Financial Officer through March 31, 1998.
The base salary for the term of the agreement was set at $120,000. Mr. O'Brien
is entitled to receive an annual bonus in cash and/or equity of the Company in
an amount up to 50% of base salary, to be determined by the Compensation
Committee. The committee granted a bonus to Mr. O'Brien of $10,000 in April
1996.
Pursuant to their current employment agreements, each of Messrs. Davis
and O'Brien is entitled to severance pay in an amount equal to the greater of
(a) the remainder of his salary through the expiration of the employment
contract or (b) an amount equal to one full year of his then current salary if
his employment is terminated (i) by reason of death or disability, (ii) by the
Company for any reason other than cause, (iii) by him for "Good Reason" (as
defined in such employee's employment agreement). Each of Messrs. Davis and
O'Brien is entitled to severance pay in the amount of one dollar less than three
times his "base amount" of compensation and benefits (as defined in Section 280G
of the Internal Revenue Code of 1986, as amended) if his employment is
terminated within one year of a "Change in Control" (as defined in such
employee's employment agreement).
DIRECTOR COMPENSATION
The Company pays non-employee directors $1,000 for attendance at each
meeting of the Board of Directors and $500 for committees thereof. The Company
also pays expenses for attendance at meetings of the Board of Directors and
committees thereof.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of reports furnished to the Company or written
representations from the Company's directors and executive officers, the Company
believes that all reports required to be filed pursuant to Section 16 of the
Securities Exchange Act of 1934 were filed timely by the Company's directors,
executive officers and ten percent holders during Fiscal Year 1996.
CERTAIN TRANSACTIONS
The Company leases its main facility in Plainville, Massachusetts, from
D&K Realty Trust (the "Trust"). Klaus J. Peter, an officer and director of the
Company, and David R. Lennox, a former officer and director of the Company and
the beneficial owner of more than 5% of the Company's Common Stock, are the
beneficial owners of the Trust. In April 1993, the Company entered into a
revised lease with the Trust for a term of fifteen (15) years and renewable for
fifteen (15) years on the same terms. In 1992 the Company had an independent
appraisal of the premises and, based on such appraisal, the Company believes
that the rental per square foot is comparable to that of other facilities in the
area and is reasonable and fair. Lease payments by the Company to the Trust in
Fiscal Year 1996 totaled approximately $83,400 and in fiscal year ended March
31, 1995 totaled approximately $83,400. Further, in the fiscal year ended March
31, 1994, the Company paid approximately $65,000.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
Arthur Andersen LLP, independent certified public accountants, have been
auditors of the Company since 1991. The Board of Directors has recommended that
the stockholders ratify the reappointment of Arthur Andersen LLP as the
Company's auditors for the current fiscal year.
7
<PAGE>
A representative of Arthur Andersen LLP, expected to be present at the
Meeting, will have the opportunity to make a statement if they desire to do so,
and will be available to answer any appropriate questions.
The Board of Directors recommends that the shareholders vote "FOR" the
proposal to ratify the appointment of Arthur Andersen LLP, and the enclosed
proxy will be so voted unless a contrary vote is indicated. In the event the
appointment of Arthur Andersen LLP should not be approved by the shareholders,
the Board of Directors will make another appointment to be effective at the
earliest possible time.
STOCKHOLDER PROPOSALS
The Board will make provision for presentation of proposals by
shareholders at the 1997 Annual Meeting of Stockholders (or special meeting in
lieu thereof) provided such proposals are submitted by eligible shareholders who
have complied with the relevant regulations of the Securities and Exchange
Commission. Such proposals must be received by the Company no later than March
31, 1997, to be considered for inclusion to the Company's proxy materials
relating to that meeting.
GENERAL
The management of the Company knows of no matter other than the foregoing
to be brought before the Meeting. However, the enclosed proxy gives
discretionary authority in the event any additional matters should be presented.
The Company expects to hold its next stockholder Meeting on or about
September 12, 1997, and proxy materials in connection with that meeting are
expected to be mailed approximately 30 days prior to the meeting.
WILLIAM E. DAVIS
PRESIDENT
8
<PAGE>
MEDIA LOGIC, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL
MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 12, 1996
The undersigned hereby appoints William E. Davis or Paul M. O'Brien or
either of them as Proxies, with full power of substitution to vote all the
shares of common stock which the undersigned would be entitled to vote if
personally present at the Special Meeting in lieu of Annual Meeting of
Stockholders to be held on September 12, 1996 at 10:00 a.m. at the Holiday Inn
located at 31 Hampshire Street, Mansfield, Massachusetts, or any adjournment
thereof, and upon any and all matters which may properly be brought before the
meeting or any adjournments thereof, hereby revoking all former proxies.
The Board of Directors recommends a vote for Proposals 1 and 2.
<TABLE>
<CAPTION>
1. Election of three Class I directors.
<S> <C> <C> <C> <C>
FOR WITHHOLD
AUTHORITY
F. Michael Hruby / / / /
Joseph L. Mitchell / / / /
William E. Davis / / / /
2. Proposal to ratify the appointment of Arthur Andersen LLP
the independent public accountants of the Company.
FOR AGAINST ABSTAIN
/ / / / / /
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
3. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting.
</TABLE>
The shares represented by this proxy will be voted on Proposals (1) and (2) in
accordance with the specifications made and "FOR" such proposals if there is no
specification.
Date
--------------------------------,
1996
--------------------------------
Signature of Shareholder
--------------------------------
Signature of Shareholder
Please date and sign exactly as
your name(s) appears below
indicating, where proper, official
position or representation capacity
in which you are signing. When
signing as executor, administrator,
trustee or guardian, give full
title as such; when shares have
been issued in the name of two or
more persons, all should sign.
