<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MATEC CORPORATION
- - -----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - -----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-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 O-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.
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<PAGE>
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule O-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 date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------
4) Date Filed:
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<PAGE>
MATEC CORPORATION
(A Delaware corporation)
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 24, 1996
-----------------
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 24, 1996 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 22, 1996, 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 25, 1996
Requests for additional copies of the proxy material should be
addressed to Secretary, MATEC Corporation, 75 South Street, Hopkinton,
Massachusetts 01748.
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<PAGE>
MATEC CORPORATION
75 South Street
Hopkinton, Massachusetts 01748
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF STOCKHOLDERS
April 24, 1996
--------------------
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 24, 1996. The Board of Directors has
fixed March 22, 1996, 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 27, 1996.
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.
The Annual Report to Stockholders of the Corporation, including
financial statements for the year ended December 31, 1995, is enclosed
herewith.
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<PAGE>
VOTING SECURITIES
All the voting power of the Corporation is vested in its Common
Stock. As of the close of business on March 15, 1996, 2,764,371 shares of
Common Stock, par value $.05 per share (exclusive of 1,029,324 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 15, 1996 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%
Advisors Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Robert B. Gill 211,300 (2)(3)(4) 7.4%
34 Woodland Drive
East Windsor, NJ 08520
John J. McArdle III 187,962 (5)(6)(7) 6.8%
Framingham Savings Bank
15 Park Street
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. 747,435 (9) 27.0%
P.O. Box 4100
Portsmouth, NH 03801
- - ----------------------------
(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, 1995, 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.
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<PAGE>
(2) Includes 74,300 shares jointly owned by Mr. Gill's wife.
(3) Includes 90,000 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>
<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 15, 1996 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 87,000 (1) 3.1%
Robert B. Gill 211,300 (2)(3)(4) 7.4%
Lawrence Holsborg 114,267 4.1%
John J. McArdle III 187,962 (5)(6)(7) 6.8%
Joseph W. Tiberio 25,000 less than 1%
Robert W. Valpey 204,403 (5)(8) 7.4%
Ted Valpey, Jr. 747,435 (9) 27.0%
Michael J. Kroll 17,300 (10)(11) less than 1%
Directors and Executive
Officers as a Group
(consisting of
8 individuals) 1,494,667 (1)-(11) 52.2%
- - ---------------------
(1) Includes 1,500 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 90,000 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 5,500 shares issuable upon exercise of currently exercisable
stock options.
<PAGE>
<PAGE>
ELECTION OF DIRECTORS
Nominees
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 68
prior to 1991.
Robert B. Gill(a)(c) President and Chief 1983 54
Executive Officer
of the Corporation
since December 21,
1992; President of
Laser Diode, Inc.
(manufacturer of
communication
equipment) from
prior to 1991
to December 1992.
Lawrence Holsborg(b)(c)(d) Investor since prior 1986 62
to 1991.
John J. McArdle III(a)(b) Employee of Prime 1992 46
Capital Group
(financial consul-
tants) since prior
to 1991; President of
RSC Realty Corporation
(a subsidiary of the
Corporation) since prior
to 1991 and Secretary
of the Corporation
since prior to 1991;
President and Chief
Executive Officer of
Framingham Savings Bank
since January 1993.
<PAGE>
<PAGE>
Year First
Principal Occupation Elected
Name of Nominee for Past Five Years Director Age
- - --------------- -------------------- ---------- ---
Joseph W. Tiberio(a)(b) President, Century 1986 74
Manufacturing Co.,
Inc. (metal stamp-
ing) since prior to
1991; President
Ty-Wood Corporation
(metal fabrication)
since prior to 1991.
Robert W. Valpey(a)(d) Investor since prior 1982 60
to 1991.
Ted Valpey, Jr.(a)(c) Investor; Chairman 1980 63
of the Corporation
since prior to
1991 and Chief
Executive Officer
of the Corporation
from prior to 1991
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 six 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 three meetings during
1995.
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 1995. In recommending to the Board the
nominees for election as directors, the Committee 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.
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<PAGE>
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 1995.
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 1995.
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 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 1995 one of its directors, Eli Fleisher, filed one
delinquent monthly report reporting one transaction for the purchase of
500 shares of the Common Stock of the Corporation.
<PAGE>
<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, 1995 and whose
total annual salary for such fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation(1)(2) Compensation
---------------------------- ------------
Awards
------
Securities
Name and Underlying
Principal Options/ All Other
Position Year Salary Bonus SAR's (#) Compensation(3)
- - --------- ---- ------ ----- ---------- ------------
Robert B. Gill 1995 $200,000 $25,000 -- $4,500
President 1994 175,000 -- -- 4,500
1993 175,673 -- -- -0-
Michael J. Kroll 1995 111,500 -- -- 3,532
Vice President 1994 107,000 -- 2,500 3,210
and Treasurer 1993 106,096 -- -- 3,171
- - -----------------------------------------
(1) 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
1995, 1994, or 1993.
(2) 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.
(3) Represents amounts allocated under the Corporation's Profit Sharing and
Savings Plan.
<PAGE>
<PAGE>
Option Table
- - ------------
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 1995. No stock options were granted to Mr. Gill or
Mr. Kroll during 1995.
December 31, 1995 Option Values
-------------------------------
Number of
Securities Values of
Underlying Unexercised
Unexercised In-the-money
Options at Options at
12/31/95 12/31/95 (1)
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Robert B. Gill 90,000 60,000 $45,000 $30,000
Michael J. Kroll 5,500 2,000 -0- -0-
- - -------------------------
(1) The fair market value of the Corporation's Common Stock at December 31,
1995 was $4.00 per share. The exercise price of all exercisable and
unexercisable options to purchase shares held by Mr. Kroll were equal to or
in excess of such fair market value.
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.
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.
<PAGE>
<PAGE>
Audit and Related Matters
- - -------------------------
The Board of Directors has selected Deloitte & Touche, independent
certified public accountants, as auditors of the Corporation for 1996.
The consolidated financial statements of the Corporation and its
subsidiaries included in the Annual Report to Stockholders for the fiscal
year ended December 31, 1995 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.
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 1997 annual meeting must be received by the
Corporation no later than November 25, 1996.
John J. McArdle III
Secretary
March 25, 1996
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 1995, 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>
<PAGE>
Appendix
MATEC CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING ON APRIL 24, 1996
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 24, 1996, at the Courtyard Marriott,
10 Fortune Boulevard, Milford, Massachusetts 01757, and at 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 on the opposite
side and described in the Proxy Statement dated March 25, 1996.
The undersigned acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement, each dated March 25, 1996.
- - -------------------------------------------------------------------------
| PLEASE VOTE, DATE, AND SIGN ON THE OTHER SIDE AND RETURN PROMPTLY IN |
| ENCLOSED ENVELOPE. |
- - -------------------------------------------------------------------------
| |
| Please sign this proxy exactly as your name appears on the books of |
| the Corporation. Joint owners should each sign personally. Trustees |
| and other fiduciaries should indicate the capacity in which they sign,|
| and where more than one name appears, a majority must sign. If a |
| corporation, this signature should be that of an authorized officer |
| who should state his or her title. |
- - -------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- - --------------------------------- --------------------------------
- - --------------------------------- --------------------------------
- - --------------------------------- --------------------------------
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except
MATEC CORPORATION 1. The election of seven directors. [] [] []
UNLESS OTHERWISE SPECIFIED Eli Fleisher, Robert B. Gill, Lawrence Holsborg,
IN THE SPACE PROVIDED, THE John J. McArdle III, Joseph W. Tiberio, Robert
UNDERSIGNED'S VOTE IS TO W. Valpey, Ted Valpey, Jr.
BE CAST "FOR" THE ELECTION
AS DIRECTORS OF THE PERSONS If you do not wish your shares voted "For" a
NAMED IN THE PROXY STATE- particular nominee, mark the "For All Except"
MENT DATED MARCH 25, 1996. box and strike a line through the nominee(s)
name. Your shares will be voted for the
remaining nominee(s).
RECORD DATE SHARES: A vote "FOR" is recommended by the Board of
Directors on the above proposal.
Please be sure to sign and Mark box at right if comments or address []
date this Proxy.-------------- change have been noted on the reverse
|Date | side of card.
- - ------------------------------------------------------
| |
| |
- - -Stockholder sign here--------Co-owner sign here------
Detach Card
MATEC CORPORATION
Dear Stockholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are issues related to the management and operation of your Corporation
that require your immediate attention and approval. These are discussed in the
enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting, April 24, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
MATEC Corporation
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