MATEC CORPORATION
(A Delaware corporation)
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 26, 1995
--------------
To the Stockholders of
MATEC CORPORATION
The Annual Meeting of Stockholders of MATEC Corporation will be
held at the Courtyard Marriott, 10 Fortune Boulevard, Milford, MA
01757, on April 26, 1995 at 10:00 A.M. to consider and vote on the
following matters described under the corresponding numbers in the
attached Proxy Statement:
(1) The election of seven directors; and
(2) Such other matters as may properly come before the
meeting.
The Board of Directors has fixed March 23, 1995, at the close of
business, as the record date for the determination of stockholders
entitled to vote at the meeting, and only holders of shares of Common
Stock of record at the close of business on that day will be entitled
to vote. The list of such stockholders will be available for
inspection by stockholders during the ten days prior to the meeting
in accordance with Section 219 of the Delaware General Corporation
Law at the Courtyard Marriott, 10 Fortune Boulevard, Milford, MA
01757. Stockholders may make arrangements for such inspection by
contacting the Secretary of MATEC Corporation, 75 South Street,
Hopkinton, Massachusetts 01748. The stock transfer books of the
Corporation will not be closed.
WHETHER OR NOT YOU EXPECT TO BE PRESENT, PLEASE FILL IN, SIGN AND
MAIL THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO
VOTE IN THE EVENT YOU ATTEND THE MEETING.
By Order of the Board of Directors
John J. McArdle III
Secretary
March 24, 1995
Requests for additional copies of the proxy material should be
addressed to Secretary, MATEC Corporation, 75 South Street,
Hopkinton, Massachusetts 01748.
<PAGE>
MATEC CORPORATION
75 South Street
Hopkinton, Massachusetts 01748
------------------
PROXY STATEMENT
------------------
ANNUAL MEETING OF STOCKHOLDERS
April 26, 1995
-------------------
The enclosed Proxy is solicited by the Board of Directors of
MATEC Corporation (the "Corporation") in connection with the Annual
Meeting of Stockholders to be held on April 26, 1995. The Board of
Directors has fixed March 23, 1995, at the close of business, as the
record date for the determination of stockholders entitled to vote
at the meeting. Any Proxy received by the Board of Directors may be
revoked, either in writing or in person, by the record holder of the
shares covered thereby, if such revocation is received by the
Corporation at any time prior to said Proxy being exercised. It is
anticipated that this Proxy Statement and the enclosed Notice and
Proxy first will be mailed to stockholders of record on or about
March 28, 1995.
All Proxies will be voted in accordance with the instructions
contained therein and if no choice is specified will be voted in
favor of the election as directors of the persons named herein. The
Corporation knows of no reason why any of the nominees named herein
would be unable to serve. In the event, however, that any such
nominee should prior to the election become unable to serve as a
director, the Proxy will be voted for such substitute nominee, if
any, as the Board of Directors shall propose.
A stockholder who abstains from a vote by registering an
abstention vote will be deemed present at the meeting for quorum
purposes but will not be deemed to have voted on the particular
matter. Similarly, in the event a nominee holding shares for
beneficial owners votes on certain matters pursuant to discretionary
authority or instructions from beneficial owners, but with respect
to one or more other matters does not receive instructions from
beneficial owners and does not exercise discretionary authority (a
so-called "non-vote"), the shares held by the nominee will be deemed
present at the meeting for quorum purposes but will not be deemed to
have voted on such other matters. Thus, on the vote for the
proposal to elect directors, where the outcome depends on the votes
cast, abstentions and non-votes will have no effect.
<PAGE>
The Annual Report to Stockholders of the Corporation, including
financial statements for the year ended December 31, 1994, is
enclosed herewith.
VOTING SECURITIES
All the voting power of the Corporation is vested in its Common
Stock. As of the close of business on March 20, 1995, 2,764,550
shares of Common Stock, par value $.05 per share (exclusive of
1,029,145 shares held by the Corporation as treasury shares) were
outstanding. Each share of Common Stock (other than the treasury
shares) is entitled to one vote.
Set forth below is information concerning the ownership as of
March 20, 1995 of the Common Stock of the Corporation by persons
who, to the knowledge of the Board of Directors, own more than 5% of
the outstanding shares of Common Stock of the Corporation. Unless
otherwise indicated the beneficial owners have sole voting and
investment power with respect to the shares beneficially owned.
Name and Address Amount Percentage of
of Beneficial Owner Beneficially Owned Class
- - ------------------- ------------------ ----------
Dimensional Fund 201,700(1) 7.3%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Robert B. Gill 181,300(2)(3)(4) 6.4%
34 Woodland Drive
East Windsor, NJ 08520
John J. McArdle III 165,462(5)(6)(7) 6.0%
Framingham Savings Bank
600 Worcester Road
Framingham, MA 01701
Mary R. and 220,000 8.0%
Emil Vaccari
508 40th Street
Union City, NJ 07087
Robert W. Valpey 204,403(5)(8) 7.4%
Route 25
Box 249
Center Harbor, NH 03226
Ted Valpey, Jr. 769,935(9) 27.9%
P.O. Box 4100
Portsmouth, NH 03801
<PAGE>
(1) Dimensional Fund Advisors Inc., a registered investment advisor,
is deemed to have beneficial ownership of 201,700 shares of
Common Stock of the Corporation as of December 31, 1994, all of
which shares are held in portfolios of DFA Investment Dimensions
Group Inc., a registered open-end investment company, or in
series of the DFA Investment Trust Company, a Delaware business
trust, or the DFA Group Trust and DFA Participating Group Trust,
investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment
manager. Dimensional Fund Advisors Inc. disclaims beneficial
ownership of all such shares.
(2) Includes 74,300 shares jointly owned by Mr. Gill's wife.
(3) Includes 60,000 shares issuable upon exercise of currently
exercisable stock options.
(4) Includes 74,300 shares deposited as collateral by Mr. & Mrs.
Gill in a joint margin account maintained by them with a
registered broker-dealer.
(5) Includes 100,000 shares, as to which each of Mr. Robert Valpey
and Mr. McArdle disclaims beneficial ownership, held by a trust
of which each is one of two trustees.
(6) Includes 25,750 shares owned by Mr. McArdle's wife as to which
he disclaims beneficial ownership.
(7) Includes 2,500 shares issuable upon exercise of currently
exercisable stock options.
(8) Includes 2,900 shares owned by Mr. Robert Valpey's wife as to
which he disclaims beneficial ownership and 1,000 shares jointly
owned by Mr. Valpey's wife.
(9) Substantially all of such shares are pledged as collateral to a
bank to secure certain indebtedness of Mr. Ted Valpey, Jr.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information furnished to
the Corporation regarding the beneficial ownership of the
Corporation's Common Stock at March 20, 1995 by each director,
nominee for election as director, executive officer and executive
officers and directors as a group. Unless otherwise indicated, such
person has sole voting and investment power with respect to the
shares beneficially owned.
Directors and Amount Percent
Executive Officers Beneficially Owned Owned
- - ------------------ ------------------ -------
Eli Fleisher 82,100(1) 3.0%
Robert B. Gill 181,300(2)(3)(4) 6.4%
Lawrence Holsborg 114,267 4.1%
John D. Hunt 2,500 less than 1%
John J. McArdle III 165,462(5)(6)(7) 6.0%
Joseph W. Tiberio 25,000 less than 1%
Robert W. Valpey 204,403(5)(8) 7.4%
Ted Valpey, Jr. 769,935(9) 27.9%
Michael J. Kroll 16,800(10)(11) less than 1%
Directors and Executive
Officers as a Group
(consisting of
9 individuals) 1,461,767(1)-(11) 51.6%
- - ---------------------
(1) Includes 100 shares owned by Mr. Fleisher's wife as to which he
disclaims beneficial ownership.
(2) Includes 74,300 shares jointly owned by Mr. Gill's wife.
(3) Includes 60,000 shares issuable upon exercise of currently
exercisable stock options.
(4) Includes 74,300 shares deposited as collateral by Mr. & Mrs.
Gill in a joint margin account maintained by them with a
registered broker-dealer.
(5) Includes 100,000 shares, as to which each of Mr. Robert Valpey
and Mr. McArdle disclaims beneficial ownership, held by a trust
of which each is one of two trustees.
(6) Includes 25,750 shares owned by Mr. McArdle's wife as to which
he disclaims beneficial ownership.
(7) Includes 2,500 shares issuable upon exercise of currently
exercisable stock options.
(8) Includes 2,900 shares owned by Mr. Robert Valpey's wife as to
which he disclaims beneficial ownership and 1,000 shares
jointly owned by Mr. Valpey's wife.
(9) Substantially all of such shares are pledged as collateral to a
bank to secure certain indebtedness of Mr. Ted Valpey, Jr.
(10) Includes 6,700 shares jointly owned by Mr. Kroll's wife.
(11) Includes 5,000 shares issuable upon exercise of currently
exercisable stock options.
<PAGE>
ELECTION OF DIRECTORS
Nominees
The Board of Directors has amended the By-laws of the
Corporation, effective the date of the 1995 Annual Meeting, to
decrease the number of directors from eight to seven. Seven
directors are to be elected at the Annual Meeting, each to hold
office until the next annual meeting and until his successor is
elected and qualified. Directors are elected by a plurality of the
votes cast.
The following table sets forth certain information furnished to
the Corporation regarding the persons who are nominees for election
as directors of the Corporation:
Year First
Principal Occupation Elected
Name of Nominee for Past Five Years Director Age
- - --------------- ------------------- ---------- ---
Eli Fleisher(d) Investor since 1977 67
prior to 1990.
Robert B. Gill(a)(c) President and Chief 1983 53
Executive Officer
of the Corporation
since December 21,
1992; President of
Laser Diode, Inc.
(manufacturer of
communication
equipment) from
prior to 1990
to December 1992.
Lawrence Holsborg(b)(c)(d) Investor since prior 1986 61
to 1990.
John J. McArdle III(a) Employee of Prime 1992 45
Capital Group
(financial consul-
tants) since prior
to 1990; President of
RSC Realty Corporation
(a subsidiary of the
Corporation) since prior
to 1990 and Secretary
of the Corporation
since prior to 1990;
President and Chief
Executive Officer of
Framingham Savings Bank
since January 1993.
<PAGE>
Year First
Principal Occupation Elected
Name of Nominee for Past Five Years Director Age
- - --------------- -------------------- ---------- ---
Joseph W. Tiberio(a)(b) President, Century 1986 73
Manufacturing Co.,
Inc. (metal stamp-
ing) since prior to
1990; President
Ty-Wood Corporation
(metal fabrication)
since prior to 1990.
Robert W. Valpey(a)(d) Investor since prior 1982 59
to 1990.
Ted Valpey, Jr.(a)(c) Investor; Chairman 1980 62
of the Corporation
since prior to
1990 and Chief
Executive Officer
of the Corporation
from prior to 1990
to December 21, 1992.
- - --------------------
(a) Member of the Executive Committee.
(b) Member of the Audit Committee.
(c) Member of the Nominating Committee.
(d) Member of the Stock Option-Compensation
Committee.
Each of the above nominees was elected a director at the last
Annual Meeting of Stockholders and has served continuously since the
year he was first elected.
Ted Valpey, Jr. and Robert W. Valpey are brothers.
The Board of Directors held seven meetings during the last
fiscal year.
The Stock Option-Compensation Committee of the Board of
Directors provides management with guidance in the establishment and
administration of compensation policies and recommends levels of
compensation to the Board and grants options pursuant to the
Corporation's 1992 Stock Option Plan. The Stock Option-Compensation
Committee held four meetings during 1994.
The Nominating Committee of the Board of Directors performs such
functions as the selection and recommendation to the Board of
Directors of potential candidates for nomination as directors. The
Nominating Committee held one meeting during 1994. In recommending
to the Board the nominees for election as directors, the Committee
<PAGE>
will consider stockholders' recommendations for director sent to the
Nominating Committee, c/o Secretary, MATEC Corporation, 75 South
Street, Hopkinton, Massachusetts 01748. Stockholders must submit
the names of potential future nominees in writing with a statement
of their qualifications and an indication of the potential nominee's
willingness to serve as a director if nominated and elected.
The Executive Committee of the Board of Directors is authorized
to exercise all of the authority of the Board of Directors except
that which by law cannot be delegated by the Board of Directors.
The Executive Committee did not meet during 1994. In addition to
the directors identified above, John D. Hunt, a director who is not
standing for reelection, is a member of the Executive Committee.
The Audit Committee of the Board of Directors performs the
customary functions of such a committee including recommendation to
the directors of the engagement of independent auditors, the review
of the plan and results of the yearly audit by the independent
auditors, the review of the Corporation's system of internal
controls and procedures and the investigation, where necessary, into
matters relating to the audit functions. The Audit Committee held
three meetings during 1994. In addition to the directors identified
above, Mr. Hunt is a member of the Audit Committee.
Except as set forth below none of the directors or nominees is a
director of any company (other than the Corporation) which is
subject to the reporting requirements of the Securities Exchange Act
of 1934 or which is a registered investment company under the
Investment Company Act of 1940.
Name of Director Director of
---------------- -----------
John D. Hunt Allmerica Securities Trust
Allmerica Investment Trust
Allmerica Funds
John J. McArdle III Framingham Savings Bank
Ted Valpey, Jr. Framingham Savings Bank
Directors Compensation
- - ----------------------
Each outside director is paid an annual director's fee of $1,000
plus $500 for each meeting of the Board of Directors attended. Each
outside director who is a member of a Committee is paid $500 for
each Committee meeting attended and not held on the same day as a
meeting of the Board of Directors. For Committee meetings held on
the same day as meetings of the Board of Directors, each outside
director is paid for attendance at the rate of $250 per Committee
meeting.
Compliance with Section 16(a) of the
Securities Exchange Act of 1934
- - ------------------------------------
As required by the Securities and Exchange Commission rules
under Section 16(a) of the Securities Exchange Act of 1934, the
Corporation notes that in 1994 its directors John J. McArdle III and
Ted Valpey, Jr. each filed one delinquent monthly report reporting
one transaction for the sale by Mr. Valpey and the purchase by Mr.
McArdle of 10,000 shares of Common Stock of the Corporation.
<PAGE>
EXECUTIVE COMPENSATION
Executive Compensation
- - ----------------------
The Summary Compensation Table below sets forth compensation
information for each of the Corporation's last three fiscal years
for the Chief Executive Officer ("CEO") and the other executive
officer who was serving as such at the end of the Corporation's
fiscal year ended December 31, 1994 and whose total annual salary
for such fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual ------------
Compensation(2)(3) Awards
------------------ ------
Securities
Name and Underlying
Principal Options/ All Other
Position Year Salary SAR's (#) Compensation(4)
- - -------- ---- ------ ---------- ------------
Robert B. Gill(1) 1994 $175,000 -- $4,500
CEO, President 1993 175,673 -- -0-
1992 13,042 150,000 -0-
Michael J. Kroll 1994 107,000 2,500 3,210
Vice President 1993 106,096 -- 3,171
and Treasurer 1992 102,500 5,000 3,134
- - ----------------------------
(1) Mr. Gill was elected President and Chief Executive Officer
effective December 21, 1992. Mr. Gill became an employee of the
Corporation beginning December 1, 1992 and the compensation received
by him as an employee beginning on such date is included in the
table. The table also includes $5,750 in director's fees received
by Mr. Gill in 1992 prior to becoming an employee of the
Corporation.
(2) The Corporation maintains a Management Incentive Plan (the
"Incentive Plan") which provides cash payments to key managers of
the Corporation based on the achievement of defined pre-tax profit
objectives by various operating units and other transaction and
performance-oriented goals. The Corporation paid no amounts to Mr.
Gill or Mr. Kroll pursuant to the Incentive Plan in 1994, 1993, or
1992.
(3) The above table does not include any amounts for personal
benefits because, in any individual case, such amounts do not exceed
the lesser of $50,000 or 10% of such individual's cash compensation.
(4) Represents amounts allocated under the Corporation's Profit
Sharing and Savings Plan.
<PAGE>
Option Tables
- - -------------
The following table sets forth, for Mr. Gill and Mr. Kroll,
information with respect to grants of stock options made during the
fiscal year ended December 31, 1994.
Option/SAR Grants in Last Fiscal Year
-------------------------------------
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/sh) Date
- - ---- ---------- ----------- -------- -------
Robert B. Gill -- -- -- --
Michael J. Kroll(1) 2,500 4.5% $4.25 12/14/04
- - --------------------------
(1) The option is exercisable as to 20% of the shares during the
second, third, fourth, fifth and sixth years on a cumulative
basis.
The following table sets forth the fiscal year-end option values
with respect to Mr. Gill and Mr. Kroll. Neither Mr. Gill nor Mr.
Kroll exercised any stock options during 1994.
December 31, 1994 Option Values
-------------------------------
Number of
Securities Values of
Underlying Unexercised
Unexercised In-the-money
Options at Options at
12/31/94 12/31/94(1)
Name Exercisable Unexercisable Exercisable Unexercisable
- - ---- ----------- ------------- ----------- -------------
Robert B. Gill 60,000 90,000 $60,000 $90,000
Michael J. Kroll 5,000 2,500 -0- 625
- - -------------------------
(1) The fair market value of the Corporation's Common Stock at
December 31, 1994 was $4.50 per share. The exercise price o
exercisable options to purchase 5,000 shares held by Mr. Kroll
were equal to or in excess of such fair market value.
<PAGE>
Certain Transactions
- - --------------------
The Corporation pays Ted Valpey, Jr. $80,000 per year for his
services as Chairman and reimburses Mr. Valpey at the rate of $4,000
per month for office, secretarial and other business expenses.
Since October 1989 the Corporation has held a signficant
investment in the Common Stock of Framingham Savings Bank ("FSB").
Ted Valpey, Jr. is a Director, Chairman of the Board and beneficial
owner of 6.9% of the outstanding Common Stock of FSB in addition to
his interest in FSB attributable to his position with and ownership
of Common Stock of the Corporation. John J. McArdle III, Joseph W.
Tiberio and Robert W. Valpey are beneficial owners of shares of
Common Stock of FSB and Mr. McArdle is President, Chief Executive
Officer and a Director of FSB. In January 1994, the Corporation
exercised warrants it acquired in February 1993 to purchase 85,714
shares of Common Stock of FSB for an aggregate exercise price of
$150,000. At December 31, 1994, the Corporation beneficially owned
3.8% of the Common Stock of FSB.
OTHER MATTERS
The Board of Directors knows of no matters to be presented at
the meeting other than those set forth in the foregoing Notice of
Annual Meeting. If other matters properly come before the meeting,
the persons named on the accompanying form of proxy intend to vote
the shares subject to such proxies in accordance with their best
judgment.
Audit and Related Matters
- - -------------------------
The Board of Directors has selected Deloitte & Touche,
independent certified public accountants, as auditors of the
Corporation for 1995.
The consolidated financial statements of the Corporation and its
subsidiaries included in the Annual Report to Stockholders for the
fiscal year ended December 31, 1994 were examined by Deloitte &
Touche. Representatives of Deloitte & Touche are expected to attend
the meeting with the opportunity to make a statement if they
desire. It is expected that such representatives will be available
to respond to appropriate questions from stockholders.
Additional Information
- - ----------------------
The cost of solicitation of Proxies will be borne by the
Corporation. If necessary to insure satisfactory representation at
this meeting, Proxies may be solicited to a limited extent by
telephone or personal interview by officers and employees of the
Corporation. Such solicitation will be without cost to the
Corporation, except for actual out-of-pocket communication charges.
Brokerage houses, banks, custodians, nominees and fiduciaries are
being requested to forward the proxy material to beneficial owners
and their reasonable expenses therefore will be reimbursed by the
Corporation.
<PAGE>
Stockholder's Proposals
- - -----------------------
From time to time, stockholders present proposals which may be
proper subjects for inclusion in the Proxy Statement and for
consideration at the annual meeting. To be considered, proposals
must be submitted on a timely basis. Proposals for the 1996 annual
meeting must be received by the Corporation no later than November
26, 1995.
John J. McArdle III
Secretary
March 24, 1995
Upon the written request of any stockholder of the Corporation,
the Corporation will provide to such stockholder a copy of the
Corporation's Annual Report on Form 10-K for 1994, including the
financial statements and the schedules thereto, filed with the
Securities and Exchange Commission. Any such request should be
directed to Secretary, MATEC Corporation, 75 South Street,
Hopkinton, Massachusetts 01748. There will be no charge for such
report unless one or more exhibits thereto are requested, in which
case the Corporation's reasonable expenses of furnishing such
exhibits may be charged.
All stockholders are urged to fill in, sign and mail the
enclosed Proxy promptly whether or not you expect to attend the
meeting. If you are mailing your Proxy, kindly do so sufficiently
in advance of the meeting date so that it will be received in time
to be counted at the meeting.
<PAGE>
MATEC CORPORATION
Proxy Solicited by the Board of Directors
for Annual Meeting on April 26, 1995
The undersigned hereby constitutes and appoints TED VALPEY,
JR., ROBERT B. GILL and MICHAEL J. KROLL, any one of whom is
authorized to act singly, attorneys and proxies with full power of
substitution according to the number of shares of Common Stock of
MATEC Corporation which the undersigned may be entitled to vote and
with all powers which the undersigned would possess if personally
present at the Annual Meeting of its stockholders to be held on
April 26, 1995, at the Courtyard Marriott, 10 Fortune Boulevard,
MIlford, MA 01757, and any adjournment thereof, on matters
properly coming before the Meeting. Without otherwise limiting the
general authorization hereby given, said attorneys and proxies are
instructed to vote on the proposal set forth below and described in
the Proxy Statement dated March 24, 1995.
The undersigned acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement, each dated March 24, 1995.
UNLESS OTHERWISE SPECIFIED IN THE SPACE PROVIDED, THE
UNDERSIGNED'S VOTE IS TO BE CAST "FOR" THE ELECTION AS DIRECTORS OF
THE PERSONS NAMED IN THE PROXY STATEMENT DATED MARCH 24, 1995.
[X] Please mark votes as in this example.
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.
A vote "FOR" is recommended by the Board of Directors on the
following proposal.
The election of seven directors.
Nominees: Eli Fleisher, Robert B. Gill, Lawrence Holsborg,
John J. McArdle III, Joseph W. Tiberio, Robert W. Valpey, Ted
Valpey, Jr.
[ ] FOR [ ] WITHHELD
[ ]
--------------------------------------
For all nominees except as noted above
(Continued and to be signed on reverse side)
<PAGE>
Mark Here for Address
Change and Note at Left [ ]
IMPORTANT: In signing this Proxy, please sign your name or
names on the signature lines below in the exact form appearing on
this Proxy. When signing as an attorney, executor, administrator,
trustee or guardian, please give your full title as such. EACH
JOINT TENANT MUST SIGN.
Signature: Date:
--------------------------- -------
Signature: Date:
---------------------------- -------
<PAGE>
