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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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.
<PAGE>
<PAGE>
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------
4) Date Filed:
-----------------------------------------------------------------
<PAGE>
<PAGE>
MATEC CORPORATION
(A Delaware corporation)
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 28, 1997
-----------------
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 28, 1997 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 24, 1997, 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 28, 1997
Requests for additional copies of the proxy material should be
addressed to Secretary, MATEC Corporation, 75 South Street, Hopkinton,
Massachusetts 01748.
<PAGE>
<PAGE>
MATEC CORPORATION
75 South Street
Hopkinton, Massachusetts 01748
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF STOCKHOLDERS
April 28, 1997
--------------------
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 28, 1997. The Board of Directors has
fixed March 24, 1997, 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 31, 1997.
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, 1996, is enclosed
herewith.
<PAGE>
<PAGE>
VOTING SECURITIES
All the voting power of the Corporation is vested in its Common
Stock. As of the close of business on March 11, 1997, 2,745,316 shares of
Common Stock, par value $.05 per share (exclusive of 1,058,879 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. It
is not presently anticipated that the number of issued and outstanding
shares of Common Stock will significantly change between March 11, 1997
and the record date.
Set forth below is information concerning the ownership as of
March 11, 1997 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 149,000 (1) 5.4%
Advisors Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Robert B. Gill 241,300 (2)(3) 8.4%
34 Woodland Drive
East Windsor, NJ 08520
John J. McArdle III 187,962 (4)(5) 6.8%
MetroWest Bank
15 Park Street
Framingham, MA 01701
Mary R. and 207,400 7.6%
Emil Vaccari
508 40th Street
Union City, NJ 07087
Robert W. Valpey 204,403 (4)(6) 7.4%
Route 25
Box 249
Center Harbor, NH 03226
Ted Valpey, Jr. 747,435 (7) 27.2%
P.O. Box 4100
Portsmouth, NH 03801
- ----------------------------
(1) Dimensional Fund Advisors Inc., a registered investment advisor, is
deemed to have beneficial ownership of 149,000 shares of Common Stock of
the Corporation as of December 31, 1996, 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
<PAGE>
<PAGE>
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 64,300 shares jointly owned by Mr. Gill's wife and deposited
as collateral by Mr. & Mrs. Gill in a joint margin account maintained by
them with a registered broker-dealer.
(3) Includes 120,000 shares issuable upon exercise of currently
exercisable stock options.
(4) 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.
(5) Includes 25,750 shares owned by Mr. McArdle's wife as to which he
disclaims beneficial ownership.
(6) 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.
(7) 300,000 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 11, 1997 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) 3.2%
Robert B. Gill 241,300 (2)(3) 8.4%
Lawrence Holsborg 114,267 4.2%
John J. McArdle III 187,962 (4)(5) 6.8%
Robert W. Muir, Jr. 8,000 less than 1%
Joseph W. Tiberio 25,000 less than 1%
Robert W. Valpey 204,403 (4)(6) 7.4%
Ted Valpey, Jr. 747,435 (7) 27.2%
Michael J. Kroll 14,800 (8)(9) less than 1%
Directors and Executive
Officers as a Group
(consisting of
9 individuals) 1,530,167 (1)-(9) 53.4%
- ---------------------
(1) Includes 1,500 shares owned by Mr. Fleisher's wife as to which he
disclaims beneficial ownership.
(2) Includes 64,300 shares jointly owned by Mr. Gill's wife and deposited
as collateral by Mr. & Mrs. Gill in a joint margin account maintained by
them with a registered broker-dealer.
(3) Includes 120,000 shares issuable upon exercise of currently
exercisable stock options.
(4) 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.
(5) Includes 25,750 shares owned by Mr. McArdle's wife as to which he
disclaims beneficial ownership.
(6) 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.
(7) 300,000 of such shares are pledged as collateral to a bank to secure
certain indebtedness of Mr. Ted Valpey, Jr.
(8) Includes 8,700 shares jointly owned by Mr. Kroll's wife.
(9) Includes 1,000 shares issuable upon exercise of currently exercisable
stock options.
<PAGE>
<PAGE>
ELECTION OF DIRECTORS
Nominees
The Board of Directors has amended the By-Laws of the Corporation,
effective the date of the 1997 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 69
prior to 1992.
Robert B. Gill(a)(c) President and Chief 1983 55
Executive Officer
of the Corporation
since December 21,
1992; President of
Laser Diode, Inc.
(manufacturer of
communication
equipment) from
prior to 1992
to December 1992.
Lawrence Holsborg(b)(c)(d) Investor since prior 1986 63
to 1992.
John J. McArdle III(a)(b) Employee of Prime 1992 47
Capital Group
(financial consul-
tants) since prior
to 1992; President of
RSC Realty Corporation
(a subsidiary of the
Corporation) since prior
to 1992 and Secretary
of the Corporation
since prior to 1992;
President and Chief
Executive Officer of
MetroWest Bank since
January 1993.
<PAGE>
<PAGE>
Robert W. Muir, Jr. CEO and President of 1996 48
Diamond Communication
Products Inc. (manufac-
turer of poleline
hardware) since prior
to 1992.
Joseph W. Tiberio(a)(b) President, Century 1986 75
Manufacturing Co.,
Inc. (metal stamp-
ing) since prior to
1992; President
Ty-Wood Corporation
(metal fabrication)
since prior to 1992.
Ted Valpey, Jr.(a)(c) Investor; Chairman 1980 64
of the Corporation
since prior to
1992 and Chief
Executive Officer
of the Corporation
from prior to 1992
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.
Except for Mr. Muir, 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.
Mr. Robert Valpey, a director who is not standing for reelection, is a
member of the Executive Committee and the Stock Option-Compensation
Committee. Robert Valpey and Ted Valpey, Jr. are brothers.
The Board of Directors held five meetings during the last fiscal
year.
The Stock Option-Compensation Committee of the Board of Directors
recommends to the Board of Directors the compensation for the Chairman and
the Chief Executive Officer ("CEO"), approves the compensation
recommendations of the CEO for corporate and executive officers, and
subsidiary presidents and controllers, administers and approves option
grants pursuant to the Corporation's 1992 Stock Option Plan, and approves
the Corporation's contributions and 401(k) match under the Corporation's
profit sharing 401(k) plan. The Stock Option-Compensation Committee held
three meetings during 1996.
<PAGE>
<PAGE>
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 1996. 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.
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 1996.
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 1996.
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 MetroWest Bank
Ted Valpey, Jr. MetroWest 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 1996 Michael J. Kroll, Vice President and Treasurer of the
Corporation, filed a delinquent Form 5 for 1994 reporting the granting of
a stock option for 2,500 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 CEO and the
other executive officer who was serving as such at the end of the
Corporation's fiscal year ended December 31, 1996 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 1996 $200,000 -- -- $4,500
President and 1995 200,000 25,000 -- 4,500
CEO 1994 175,000 -- -- 4,500
Michael J. Kroll 1996 111,500 -- -- 3,532
Vice President 1995 111,500 -- -- 3,532
and Treasurer 1994 107,000 -- 2,500 3,210
- -----------------------------------------
(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 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 1996,
1995, or 1994.
(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
$50,000 or 10% of such individual's cash compensation.
(3) Represents amounts allocated under the Corporation's Profit Sharing and
Savings Plan.
<PAGE>
<PAGE>
Option Table
- ------------
The following table sets forth option exercise activity in the last
fiscal year and the fiscal year-end option values with respect to Mr. Gill
and Mr. Kroll. No stock options were granted to Mr. Gill or Mr. Kroll during
1996.
Aggregated Option Exercises in the Fiscal Year
Ended December 31, 1996 and December 31, 1996
Option Values
----------------------------------------------
Shares
Acquired
Name On Exercise(#) Value Realized ($)(1)
------ -------------- ---------------------
Robert B. Gill -- --
Michael J. Kroll 2,000 $120
Number of
Securities Values of
Underlying Unexercised
Unexercised In-the-money
Options at Options at
12/31/96 12/31/96 (2)
---------- ------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Robert B. Gill 120,000 30,000 $-0- $-0-
Michael J. Kroll 1,000 1,500 -0- -0-
- -------------------------
(1) Calculated by determining the difference between the exercise price and
the market price on the day of exercise.
(2) The fair market value of the Corporation's Common Stock at December 31,
1996 was $3.375 per share. The exercise price of all exercisable and
unexercisable options to purchase shares held by Mr. Gill and 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.
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION REPORT OF THE
STOCK OPTION-COMPENSATION COMMITTEE
------------------------------------
The Stock Option-Compensation Committee (the "Committee") of the Board of
Directors consists of three non-employee directors, Eli Fleisher, Lawrence
Holsborg and Robert W. Valpey.
The Committee recommends to the Board of Directors the compensation for
the Chairman and the CEO, approves the compensation recommendations of the
CEO for corporate and executive officers, and subsidiary presidents and
controllers, administers and approves option grants pursuant to the
Corporation's 1992 Stock Option Plan, and approves the Corporation's
contributions and 401(k) match under the Corporation's profit sharing 401(k)
plan.
Compensation Policy for Executive Officers
- ------------------------------------------
The Committee's policy is that the Corporation's executive officers
should be paid a salary commensurate with their responsibilities, should
receive short-term incentive compensation in the form of a bonus determined
in accordance with the Management Incentive Plan referred to below (which
takes into account the Corporation's performance for a year), and should
receive long-term incentive compensation in the form of stock options.
The policy with respect to salaries of the executive officers, other than
the CEO, is that it should be in an amount recommended by the CEO, and the
current salary is in the amount so recommended. The considerations entering
into the determination by the CEO of the salary for the named executive which
he recommended to the Committee in 1996 was his subjective evaluation of the
ability and past performance of the executive and his judgment of his
potential for enhancing the profitability of the Corporation. The CEO
advised the Committee that, in his subjective judgment based on his
experience and knowledge of the market place, such salary was reasonable and
proper in light of duties and responsibilities of the executive.
On the recommendation of the Committee, the Board in 1995 adopted the
Corporation's Management Incentive Plan (the "Plan"). The Plan sets a total
corporate bonus pool (the "Bonus Pool") based on a range of per share
operating profit (net of income tax amounts). Each executive officer is to
receive from the Bonus Pool an amount equal to such percentage thereof as the
Chairman recommends and as approved by the Committee. The Chairman has
informed the Committee that his determinations of awards to be recommended
from the Plan were based on his subjective evaluation of the performance of
each executive during the year, which would include the executive's
contribution to the Corporation's profitability for the year, the success of
the executive in resolving problems and the extent to which the executive had
been effective in laying the ground work for increased future profitability
of the Corporation. The earnings in fiscal 1996 did not meet the Plan's
performance ranges and accordingly, no bonuses were earned in 1996.
The Committee's policy generally is to grant options to executives and
other key employees under the Corporation's 1992 Stock Option Plan (the
"Option Plan") and in amounts not exceeding the amounts recommended by the
Chairman and the CEO. The recommendations of the Chairman and CEO for option
grants reflect their subjective judgment of the performance of employees
<PAGE>
<PAGE>
and the potential benefit to the Corporation from the grant of this form of
incentive compensation. In recommending option grants the Chairman and CEO,
among other things, consider the amount and terms of options granted in the
past. No options were granted under the Option Plan to executive officers in
the 1996 fiscal year.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over
$1,000,000 paid to the CEO and other named executive officer. Because of the
range of compensation paid to its executive officers, the Committee has not
established any policy regarding annual compensation to such executive
officers in excess of $1,000,000.
Compensation of the CEO in 1996
- -------------------------------
In March, 1996, the Committee recommended to the Board of Directors,
which approved the recommendation, that the base salary of the CEO remain at
the 1995 level of $200,000 based on the performance of the Corporation in
fiscal 1995 and other subjective judgments made by the Committee.
Eli Fleisher
Lawrence Holsborg
Robert W. Valpey
Stock Option-Compensation Committee
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
Mr. Holsborg was President of Matec Fiberoptics Inc., a subsidiary of the
Corporation, prior to 1989.
<PAGE>
<PAGE>
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return on the
Corporation's Common Stock with the cumulative total return of the American
Stock Exchange Index and a weighted index made up 40% of companies in the
electronic components manufacturing business, 40% of companies in the
fabricated metal products business and 20% of companies in the laboratory
analytical instruments business, for the five years beginning December 31,
1991 and ending December 31, 1996 (assuming the investment of $100 on
December 31, 1991, and reinvestment of all dividends). The Corporation
selected the weighted index because the companies included therein are
engaged in operations similar to those of the Corporation's three segments
with the percentages being approximately the same as the revenues of the
segments are of total revenues during the period since December 31, 1991.
TOTAL SHAREHOLDER RETURNS
---------------------------
American
Measurement Period MATEC Stock Exchange Peer
(Fiscal Year Covered) Corporation Index Group
- --------------------- ----------- -------------- -----------
Measurement Pt-12/31/91 $100.00 $100.00 $100.00
FYE 12/31/92 71.40 101.06 104.06
FYE 12/31/93 79.05 120.78 112.23
FYE 12/31/94 91.80 109.78 113.64
FYE 12/31/95 81.60 138.77 147.24
FYE 12/31/96 68.85 147.65 163.02
Base
Period
Dec.91 Dec.92 Dec.93 Dec.94 Dec.95 Dec.96
MATEC CORPORATION 100 71.40 79.05 91.80 81.60 68.85
AMERICAN STOCK EXCHANGE IND 100 101.06 120.78 109.78 138.77 147.65
WEIGHTED PEER INDEX 100 104.06 112.23 113.64 147.24 163.02
<PAGE>
<PAGE>
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 1997.
The consolidated financial statements of the Corporation and its
subsidiaries included in the Annual Report to Stockholders for the fiscal
year ended December 31, 1996 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 1998 annual meeting must be received by the
Corporation no later than November 25, 1997.
John J. McArdle III
Secretary
March 28, 1997
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-KSB for 1996, 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>
MATEC CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING ON APRIL 28, 1997
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 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 28,
1997, the 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 28, 1997.
The undersigned acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement, each dated March 28, 1997.
- -------------------------------------------------------------------------
| 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?
- --------------------------------- --------------------------------
- --------------------------------- --------------------------------
- --------------------------------- --------------------------------
<PAGE>
<PAGE>
[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, Robert W. Muir, Jr., Joseph
UNDERSIGNED'S VOTE IS TO W. Tiberio, 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 28, 1997 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 a number of 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 28, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
MATEC Corporation
<PAGE>
