SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-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)(1)
and 0-11.
1) Title of each class of securities to which transaction
applies:
-----------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
-----------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set forth
the amount on which the filing fee is calculated and state
how it was determined):
-----------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------
5) Total fee paid:
-----------------------------------------------------
{ } Fee paid previously with preliminary materials.
{ } Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------
2) Form, Schedule or Registration Statement No:
------------------------------------------------------
3) Filing Party:
------------------------------------------------------
4) Date Filed:
------------------------------------------------------
<PAGE>
MATEC CORPORATION
(A Maryland corporation)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME 10:00 A.M. on Thursday, May 18, 2000
PLACE MATEC CORPORATION
75 South Street
Hopkinton, Massachusetts 01748
ITEMS OF BUSINESS (1) Election of nine directors; and
(2) Consideration of such other business
as may properly come before the
meeting.
RECORD DATE You are entitled to vote if you were a
stockholder at the close of business on
Wednesday, April 12, 2000.
VOTING BY PROXY Please fill in, sign and mail the
enclosed proxy as soon as possible so
that your shares can be voted at the
meeting in accordance with your
instructions. For specific instructions,
please refer to the Questions and
Answers beginning on page 2 of this
proxy statement and the instructions on
the proxy card.
By Order of the Board of Directors
John J. McArdle III
Secretary
THIS NOTICE OF MEETING AND PROXY STATEMENT AND ACCOMPANYING
PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT
APRIL 17, 2000
<PAGE>
MATEC CORPORATION
75 SOUTH STREET
HOPKINTON, MASSACHUSETTS 01748
________________________
PROXY STATEMENT
__________________________
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 2000
This proxy statement contains information related to the
Annual Meeting of Stockholders of MATEC Corporation (the
"Company"), to be held on Thursday, May 18, 2000, beginning at
10:00 a.m., at the offices of the Company, 75 South Street,
Hopkinton, Massachusetts 01748, and at any postponements or
adjournments of the meeting. The enclosed proxy is solicited by
the Board of Directors.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the Company's annual meeting, stockholders will act upon
the matters outlined in the notice of meeting on the cover page
of this proxy statement, including the election of nine
directors. In addition, the Company's management will report on
the performance of the Company during 1999 and respond to
questions from stockholders.
WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?
The information included in this proxy statement relates to
the matters to be voted on at the meeting, the voting process,
the compensation of directors and the Company's most highly paid
officers, and certain other required information. The Company's
1999 Annual Report which contains the Company's 1999 Consolidated
Financial Statements accompanies this proxy statement.
WHO IS ENTITLED TO VOTE AT THE MEETING?
Only stockholders of record at the close of business on the
record date, April 12, 2000, are entitled to receive notice of
the annual meeting and to vote the shares of Common Stock that
they held on that date at the meeting, or any postponements or
adjournments of the meeting.
WHAT ARE THE VOTING RIGHTS OF THE HOLDERS OF COMMON STOCK OF THE
COMPANY?
Each outstanding share of Common Stock will be entitled to
one vote on each matter to be voted upon at the meeting.
-2-
<PAGE>
WHO CAN ATTEND THE MEETING?
All stockholders as of the record date, or their duly
appointed proxies, may attend the meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the
holders of a majority of the shares of Common Stock outstanding
on the record date will constitute a quorum, permitting the
meeting to conduct its business. As of the record date,
2,739,148 shares of Common Stock of the Company were outstanding.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy
card and return it to the Company, it will be voted as you
direct. If you are a registered stockholder and attend the
meeting, you may deliver your completed proxy card in person.
"Street name" stockholders who wish to vote at the meeting will
need to obtain a proxy form from the institution that holds their
shares.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may
change your vote at any time before the proxy is exercised by
filing with the Secretary of the Company either a notice of
revocation or a duly executed proxy bearing a later date. The
powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the
meeting will not by itself revoke a previously granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of the Board of Directors.
The Board recommends a vote FOR election of the nominated slate
of directors (see pages 6-8).
Other than the election of directors as described in this
proxy statement, the Company does not expect any matters to be
presented for a vote at the annual meeting. If you grant a
proxy, the persons named as proxy holders will have the
discretion to vote your shares on any additional matters properly
presented for a vote at the meeting. If for any unforeseen
reason any of the nominees named in this proxy statement is not
available as a candidate for director, the persons named as proxy
holders will vote your proxy for such other candidate or
candidates as may be nominated by the Board of Directors.
WHAT VOTE IS REQUIRED TO ELECT DIRECTORS?
The affirmative vote of a plurality of the votes cast at the
meeting is required for the election of directors. A properly
executed proxy marked "WITHHOLD" with respect to the
-3-
<PAGE>
election of one or more directors will not be voted with respect to the
director or directors indicated, although it will be counted for
purposes of determining whether there is a quorum.
COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth in the table below is information concerning the
ownership as of April 12, 2000 of the Common Stock of the
Company by persons who, to the knowledge of the Board of
Directors, own more than 5% of the outstanding shares of Common
Stock of the Company. The table also shows information
concerning beneficial ownership by all other directors, by each
nominee for director, by each of the executive officers of the
Company and by all directors and executive officers as a group.
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 Beneficial Owner Beneficially Owned of Class
- ------------------- ------------------ ----------
John J. McArdle III 187,962(1)(2) 6.9%
MetroWest Bank
15 Park Street
Framingham, MA 01701
Steel Partners II, L.P. 138,800(3) 5.1%
Warren Lichtenstein
150 East 52nd Street
New York, NY 10022
Mary R. and 207,400 7.6%
Emile Vaccari
508 40th Street
Union City, NJ 07087
Robert W. Valpey 204,403(1)(4) 7.5%
Route 25
P.O. Box 249
Center Harbor, NH 03226
-4-
<PAGE>
Name and Address Amount Percentage
of Beneficial Owner Beneficially Owned of Class
- ------------------- ------------------ ----------
Ted Valpey, Jr. 737,035 26.9%
P.O. Box 4100
Portsmouth, NH 03801
Other Directors, Nominees and Executive Officers
Richard W. Anderson 85,000(5) 3.1%
Michael Deery -- less than 1%
Eli Fleisher 100,000(6) 3.7%
Lawrence Holsborg 114,267 4.2%
Michael P. Martinich -- less than 1%
Robert W. Muir, Jr. 25,800 less than 1%
Joseph W. Tiberio 25,000 less than 1%
Michael J. Kroll 16,769(7)(8) less than 1%
Directors and Executive 1,206,833(1)-(2)(6)-(8) 44.0%
Officers as a Group
(consisting of
9 individuals)
______________________________
(1) 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 four trustees.
(2) Includes 25,750 shares owned by Mr. McArdle's wife as to
which he disclaims beneficial ownership.
(3) Mr. Lichtenstein is Chairman of the Board, Chief Executive
Officer and sole managing member of Steel Partners, L.L.C., a
Delaware limited liability company, which is the General Partner
of Steel Partners II. By virtue of his position with Steel
Partners II, Mr. Lichtenstein has the sole power to vote and
dispose of the shares of the Company owned by Steel Partners II.
(4) 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.
(5) Includes 85,000 shares of Common Stock held by Massachusetts
Capital Resource Company ("MCRC") as to which Mr. Anderson
disclaims beneficial ownership. By virtue of his position as
Senior Vice President of MCRC, Mr. Anderson has shared power to
vote and dispose of the shares of the Company owned by MCRC.
(6) Includes 1,500 shares owned by Mr. Fleisher's wife as to
which he disclaims beneficial ownership.
(7) Includes 8,700 shares jointly owned by Mr. Kroll's wife.
(8) Includes 1,469 shares issuable upon exercise of currently
exercisable stock options.
-5-
<PAGE>
1. ELECTION OF DIRECTORS
NOMINEES
On March 14, 2000 the Board of Directors of the Company
amended Article III, Section 1 of the Bylaws of the Company
effective at the time of the 2000 Annual Meeting of Stockholders
increasing the number of directors from eight to nine. Nine
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.
The following table sets forth certain information furnished
to the Company regarding the persons who are nominees for
election as directors of the Company:
Year
First
Principal Occupation Elected
Name of Nominee for Past Five Years Director Age
- --------------- -------------------- -------- ---
Richard W. Anderson Senior Vice President of - 52
Massachusetts Capital
Resource Company (a private
investment company) since
prior to 1995.
Michael Deery President and Chief Operating 1999 54
Officer of Valpey Fisher
Corporation, a subsidiary of
the Company, since
September 1999; Vice
President of International
Manufacturing of Tambrands,
Inc. (health care products)
from prior to 1995 to 1998.
Eli Fleisher Investor since prior to 1995. 1977 72
Lawrence Holsborg Investor since prior to 1995. 1986 66
-6-
<PAGE>
Year
First
Principal Occupation Elected
Name of Nominee for Past Five Years Director Age
- --------------- -------------------- -------- ---
Michael P. Martinich Director of Operations of Sirocco 1999 32
Systems, Inc. (data
communications) since
November 1998; Senior
Manager-New Products of
Ascend Communications (data
communications) from July
1997 to November 1998;
Material Manager of Cascade
Communications from January
1997 to June 1997; Material
Manager of Sahara Networks
(data communications) from
1995 to January 1997.
John J. McArdle III Chief Executive Officer of 1992 50
MetroWest Bank since prior to
1995; President of MetroWest
Bank since prior to 1995 to
April 1998; Employee of
Prime Capital Group (financial
consultants) since prior to
1995; Secretary of the
Company since prior to 1995.
Robert W. Muir, Jr. President of The Diamond Group 1996 51
(investment company) since
August 1998; Vice President
Corporate Development,
Thomas & Betts Electrical
Supply from October 1997 to
August 1998; CEO and
President of Diamond
Communication Products Inc.
(manufacturer of poleline
hardware) from prior to 1995
to July 1997.
-7-
<PAGE>
Year
First
Principal Occupation Elected
Name of Nominee for Past Five Years Director Age
- --------------- -------------------- -------- ---
Joseph W. Tiberio President, Century Manufacturing 1986 78
Co., Inc. (metal stamping)
since prior to 1995; President,
Ty-Wood Corporation (metal
fabrication) since prior to
1995.
Ted Valpey, Jr. Investor; Chairman of the 1980 67
Company since prior to 1995
and Chief Executive Officer of
the Company since April 28,
1997.
Except for Messrs. Anderson, Deery and Martinich 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. Deery was elected a director at
a meeting of the Board of Directors held September 10, 1999.
Mr. Martinich was elected a director at a meeting of the Board
of Directors held October 28, 1999. The Board of Directors met
seven (7) times during 1999. Each director attended more than
75% of the total number of meetings of the Board and Committees
on which he served.
The Board of Directors has standing Audit, Executive,
Nominating and Stock Option - Compensation Committees.
Audit Executive
----- ---------
Lawrence Holsborg John J. McArdle III
John J. McArdle III Robert W. Muir, Jr.
Joseph W. Tiberio Joseph W. Tiberio
Ted Valpey, Jr.
Stock Option -
Nominating Compensation
---------- ----------------
Lawrence Holsborg Eli Fleisher
John J. McArdle III Lawrence Holsborg
Ted Valpey, Jr. Robert W. Muir, Jr.
-8-
<PAGE>
AUDIT COMMITTEE 2 meetings in 1999
* recommends the appointment of the Company's independent
accountants;
* reviews the plan and results of the yearly audit by the
independent accountants;
* reviews the Company's system of internal controls and
procedures; and
* where necessary, investigates matters relating to the audit
functions.
EXECUTIVE COMMITTEE 1 meeting in 1999
* Exercises all the powers of the Board when the Board is not
in session, except those which by law cannot be delegated by
the Board of Directors.
NOMINATING COMMITTEE 1 meeting in 1999
* Reviews and makes recommendations to the Board regarding
potential candidates for nomination as directors. The
Nominating Committee seeks potential nominees for Board
membership in various ways and will consider suggestions
submitted by stockholders. Such suggestions, together with
appropriate biographical information, should be submitted to
the Secretary of the Company.
STOCK OPTION - COMPENSATION COMMITTEE 1 meeting in 1999
* recommends to the Board of Directors the compensation for
the Chairman and 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
Company's 1992 and 1999 Stock Option Plans; and
* approves the Company's contributions and 401(k) match under
the Company's Profit Sharing 401(k) Plan.
-9-
<PAGE>
Actions taken by any of the foregoing committees are
reported to the Board.
Except as set forth below none of the directors or
nominees is a director of any company (other than the Company)
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
-------- -----------
Richard W. Anderson Providence and Worcester
Railroad Company
John J. McArdle III MetroWest Bank
Ted Valpey, Jr. MetroWest Bank
DIRECTOR COMPENSATION
Each outside director is paid an annual director's fee of
$2,500 plus $750 for each meeting of the Board of Directors
attended. Each outside director who is a member of a Committee
is paid $750 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 $350 per Committee meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires directors, executive officers and holders of more than
10% of the Company's Common Stock to file with the Securities
and Exchange Commission reports regarding their ownership and
changes in ownership of the Company's securities. The Company
believes that, during 1999, its directors, executive officers
and 10% shareowners complied with all Section 16(a) filing
requirements. In making this statement, the Company has relied
upon examination of the copies of Forms 3, 4 and 5 provided to
the Company and the written representations of its directors,
executive officers and stockholders.
-10-
<PAGE>
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth
compensation information for each of the Company's last three
fiscal years for the CEO and the other executive officer whose
total annual salary for such fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation(1)(2)
-------------------------
Name and
Principal All Other
Position Year Salary Bonus Compensation(3)
- --------- ---- ------ ----- ---------------
Ted Valpey, Jr. 1999 $80,000 $25,000 $3,634
(CEO and 1998 80,000 -- 3,235
President since 1997 80,000 25,000 2,531
April 28, 1997,
and Chairman)(4)
Michael J. Kroll 1999 111,500 6,000 5,236
(Vice President 1998 111,500 -- 3,847
and Treasurer) 1997 111,500 15,000 3,741
_____________________________
(1) For 1999, 1998 and 1997 the Company maintained a Management
Incentive Plan (the "Incentive Plan") which provides cash
payments to key managers of the Company based on the
achievement of defined profit objectives by various
operating units and other transaction and performance-
oriented goals. The Company paid no amounts to any of the
named officers pursuant to the Incentive Plan in 1999, 1998
or 1997.
(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 Company's Profit
Sharing 401(k) Plan.
(4) Mr. Valpey was elected CEO on April 28, 1997. He served as
Chairman of the Company for 1997, 1998 and 1999. The
amounts set forth in the table with respect to 1997
includes all amounts paid to Mr. Valpey as compensation in
1997. The Company had reimbursed Mr. Valpey since prior to
January 1, 1997 at the rate of $4,000 per month for office,
secretarial and other business expenses. Effective in
April 1998 such reimbursement for office, secretarial and
other business expenses was increased to $5,000 per month.
-11-
<PAGE>
OPTION TABLE
The following table sets forth the fiscal year-end option
values with respect to the named officers. No stock options
were granted to or exercised by the named officers during 1999.
December 31, 1999 Option Values
-------------------------------
Number of Securities Values of Unexercised
Underlying Unexercised In-the-Money Options at
Options at 12/31/99 12/31/99(1)
---------------------- -----------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Ted Valpey, Jr. -- -- -- --
Michael J. Kroll 1,469 -- $4,892 --
____________________
(1) Calculated by determining the difference between the
exercise price and the closing price on December 30, 1999.
CERTAIN TRANSACTIONS
Robert W. Muir, Jr. owned 27.12% of entities which on April
15, 1998 acquired substantially all the assets of the Company's
subsidiary Bergen Cable Technologies, Inc. for a purchase price
consisting of $7,500,000 in cash, a 12% subordinated promissory
note in the principal amount of $1,250,000, a 10% stock and
membership interest in the acquiring entities and the assumption
by the acquiring entities of certain liabilities, including
trade payables. The 12% subordinated promissory note was paid
in full on May 13, 1999.
Richard W. Anderson is Senior Vice President of
Massachusetts Capital Resources Company ("MCRC"). At December
31, 1999, the Company was indebted to MCRC in the amount of
$1,000,000 which amount was repaid in full in January 2000. In
January 2000 MCRC exercised its warrant to purchase 85,000
shares of Common Stock of the Company at an exercise price of
$3.00 per share.
-12-
<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. Muir,
Jr.
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 Company's
1992 and 1999 Stock Option Plan, and approves the Company's
contributions and 401(k) match under the Company's Profit
Sharing 401(k) Plan.
COMPENSATION POLICY FOR EXECUTIVE OFFICERS
The Committee's policy is that the Company's executive
officers should be paid a salary commensurate with their
responsibilities, should receive short-term incentive
compensation in the form of a bonus, and should receive long-
term incentive compensation in the form of stock options.
The policy with respect to salary of the executive officer,
other than the CEO, is that it should be in an amount
recommended by the CEO, and the current salary of such executive
officer 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 1999
were his subjective evaluation of the ability and past
performance of the executive and his judgment of his potential
for enhancing the profitability of the Company. The CEO advised
the Committee that, in his subjective judgment based on his
experience and knowledge of the marketplace, such salary was
reasonable and proper in light of the duties and
responsibilities of the executive.
On the recommendation of the Committee, the Board has
adopted the Company's Management Incentive Plan (the "Plan").
However, for 1999, the Committee recommended that corporate
management, including the executive officers named in the
Summary Compensation Table, not be eligible to participate in
the Plan. The Committee did however recommend payment of a
bonus of $6,000 to Mr. Kroll.
The Committee's policy generally is to grant options to
executives and other key employees under the Company's 1992 and
1999 Stock Option Plan (the "Option Plan") and in amounts not
exceeding the amounts recommended by the CEO. The
recommendations of the CEO for option grants reflect the
subjective judgment of the CEO of the performance of employees
and the potential benefit to the Company from the grant of this
form of incentive compensation. In recommending option grants
the CEO, among other things, considers the amount and terms of
options granted in the past. No options were granted under the
Option Plan to executive officers in the 1999 fiscal year.
-13-
<PAGE>
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 1999
On April 28, 1997 Mr. Valpey was elected CEO. At the time
of his election by the Board of Directors, the Board determined
to continue to pay Mr. Valpey $80,000 per annum, the amount he
had been receiving as Chairman. On February 2, 2000, the Board
of Directors approved a bonus of $25,000 for Mr. Valpey based
upon the improved operating performance of the Company, which
amount is included in the Summary Compensation Table.
Eli Fleisher
Lawrence Holsborg
Robert W. Muir, Jr.
Stock Option-Compensation
Committee
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Ted Valpey, Jr. serves on the Compensation Committee of
MetroWest Bank, of which Mr. McArdle is Chief Executive Officer.
Mr. Holsborg was President of Matec Fiberoptics Inc., a
subsidiary of the Corporation, prior to 1989.
Robert W. Muir, Jr. owned 27.12% of entities which on April
15, 1998 acquired substantially all the assets of the Company's
subsidiary Bergen Cable Technologies, Inc. for a purchase price
consisting of $7,500,000 in cash, a 12% subordinated promissory
note in the principal amount of $1,250,000, a 10% stock and
membership interest in the acquiring entities and the assumption
by the acquiring entities of certain liabilities, including
trade payables. The 12% subordinated promissory note was paid
in full on May 13, 1999. See "CERTAIN TRANSACTIONS."
-14-
<PAGE>
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder
return on the Company's Common Stock with the cumulative total
return of the American Stock Exchange Index, and a peer index
("Peer Group") made up of 45 companies in the electronic
components manufacturing business, for the five years beginning
December 31, 1994 and ending December 31, 1999 (assuming the
investment of $100 on December 31, 1994, and the reinvestment of
all dividends).
[GRAPH]
Base
Period
Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
MATEC CORPORATION 100 88.89 75.00 91.67 122.22 203.70
AMERICAN STOCK EXCHANGE IND 100 126.42 134.50 157.86 158.87 202.22
PEER GROUP 100 117.55 137.09 147.91 155.94 234.19
2. OTHER MATTERS
AUDIT AND RELATED MATTERS
The Board of Directors has selected Deloitte & Touche LLP,
independent certified public accountants, as auditors of the
Company for 2000.
The consolidated financial statements of the Company and
its subsidiaries included in the Annual Report to Stockholders
for the fiscal year ended December 31, 1999 were examined by
Deloitte & Touche LLP. Representatives of Deloitte & Touche LLP
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.
-15-
<PAGE>
ADDITIONAL INFORMATION
The cost of solicitation of Proxies will be borne by the
Company. If necessary to ensure satisfactory representation at
this meeting, Proxies may be solicited to a limited extent by
telephone or personal interview by officers and employees of the
Company. Such solicitation will be without cost to the Company,
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 therefor will be reimbursed
by the Company.
STOCKHOLDER'S PROPOSALS
From time to time shareholders present proposals which may
be proper subjects for inclusion in the Proxy Statement and for
consideration at an annual meeting. Shareholders who intend to
present proposals at the 2001 Annual Meeting, and who wish to
have such proposals included in the Company's Proxy Statement
for the 2001 Annual Meeting, must be certain that such proposals
are received by the Company's Secretary at the Company's
executive offices, 75 South Street, Hopkinton, Massachusetts
01748, not later than December 3, 2000. Such proposals must
meet the requirements set forth in the rules and regulations of
the Securities and Exchange Commission in order to be eligible
for inclusion in the Proxy Statement. Shareholders who intend
to present a proposal at the 2001 Annual Meeting but who do not
wish to have such proposal included in the Company's Proxy
Statement for such meeting must be certain that notice of such
proposal is received by the Company's Secretary at the Company's
executive offices not later than February 26, 2001.
BY ORDER OF THE BOARD OF DIRECTORS
JOHN J. MCARDLE III
SECRETARY
APRIL 12, 2000
-16-
<PAGE>
UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER OF THE COMPANY,
THE COMPANY WILL PROVIDE TO SUCH STOCKHOLDER A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1999, 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 COMPANY'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.
-17-
<PAGE>
MATEC CORPORATION
Proxy Solicited by the Board of Directors for
Annual Meeting on May 18, 2000
The undersigned hereby constitutes and appoints TED VALPEY, JR. and
MICHAEL J. KROLL, either 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 (the "Company")
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 May 18, 2000, at the offices
of the Company, 75 South Street, Hopkinton, Massachusetts 01748, 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 as follows on
the proposal set forth on the reverse side and described in the Proxy
Statement dated April 12, 2000.
The undersigned acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement, each dated April 12, 2000.
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 APRIL 12, 2000.
- -----------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
- -----------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_________________________ _________________________
_________________________ _________________________
_________________________ _________________________
<PAGE>
MATEC CORPORATION
Mark box at right if an address change or comment has been noted [ ]
on the reverse side of this card.
CONTROL NUMBER:
RECORD DATE SHARES:
A vote "FOR" Item 1 is recommended by the Board of Directors.
1. The election of nine directors. Nominees:
(01) Richard W. Anderson For All With- For All
(02) Michael Deery Nominees hold Except
(03) Eli Fleisher [ ] [ ] [ ]
(04) Lawrence Holsborg
(05) John J. McArdle III
(06) Michael P. Martinich
(07) Robert W. Muir, Jr.
(08) Joseph W. Tiberio
(09) Ted Valpey, Jr.
NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark
the "For All Except" box and strike a line through that nominee's name. Your
shares will be voted for the remaining nominees.
Please be sure to sign and date IMPORTANT: In signing this Proxy,
this Proxy. please sign your name or names in
the box at left in the exact form
Date ________________ appearing on this Proxy. When
signing as an attorney, executor,
administrator, trustee or
guardian, please give your full
_____________________ _____________________ title as such. EACH JOINT TENANT
Stockholder sign here Co-owner sign here MUST SIGN.
DETACH CARD DETACH CARD
