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
[ X] Definitive Proxy Statement permitted by Rule
[ ] Definitive Additional Materials 14a-6(e)(2)
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
NDC Automation, Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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
[ ] $125 per Exchange Act Rules 0-11(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 0-11.
1) Title of each class of securities to which
transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11: __ /
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4) Proposed maximum aggregate value of transaction:
5) Total fee paid
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[ ] Fee paid previously by written 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 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.
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3) Filing Party:
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4) Date Filed:
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<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 8, 1998
TO ALL STOCKHOLDERS:
The Annual Meeting of Stockholders of NDC Automation, Inc., will be
held on the 8th day of May, 1998 at 10:00 a.m., Charlotte time, at the Company's
executive offices at 3101 Latrobe Drive, Charlotte, North Carolina 28211, for
the following purposes, as described in the accompanying Proxy Statement:
(1) To elect four (4) Directors.
(2) To ratify the selection of McGladrey & Pullen, LLP as the
independent auditors of NDC Automation, Inc. for the year 1998.
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Your attention is directed to the Proxy Statement accompanying this
Notice for a more complete description of the matters to be acted upon at the
meeting. The 1997 Annual Report is also enclosed.
The Board of Directors has fixed the close of business on March 13,
1998 as the Record Date for the determination of the Stockholders entitled to
notice of, and to vote at, the Annual Meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ralph Dollander
Ralph Dollander
President
Dated: March 20, 1998
IMPORTANT - YOUR PROXY IS ENCLOSED
You are urged to sign, date, and mail your proxy even though you may
plan to attend the meeting. No postage is required if mailed in the United
States. If you attend the meeting, you may vote by proxy or you may withdraw
your proxy and vote in person. By returning your proxy promptly, a quorum will
be assured at the meeting, which will prevent costly follow-up delays. If your
shares are held in street name by a broker/dealer, your broker will supply you
with a proxy to be returned to the broker/dealer. It is important that you
return the form to the broker/dealer as quickly as possible so that the
broker/dealer may vote your shares. You may not vote your shares in person at
the meeting unless you obtain a power of attorney or legal proxy from the
broker/dealer authorizing you to vote the shares and you present this power of
attorney or proxy at the meeting.
<PAGE>
NDC AUTOMATION, INC.
PROXY STATEMENT
GENERAL
Introduction
This Proxy Statement and the accompanying Proxy are being mailed on or
about March 20, 1998 to holders of Common Stock ("Common Stock") in connection
with the solicitation of proxies for the Annual Meeting of Stockholders of NDC
Automation, Inc. (hereinafter the "Company"), which will be held at 10:00 a.m.
Charlotte time on May 8, 1998 at the Company's executive offices at 3101 Latrobe
Drive, Charlotte, North Carolina 28211. The enclosed proxy is furnished by the
Board of Directors and the Management of the Company. Only Stockholders of
record at the close of business on March 13, 1998 (the "Record Date") will be
entitled to notice of, and to vote at, the meeting. When proxies are returned by
a stockholder properly signed, the shares represented will be voted by the
Directors' Proxy Committee, consisting of Ralph Dollander and Thomas Watson, in
accordance with such stockholder's directions. You are urged to specify your
choices by marking the appropriate boxes on the enclosed proxy card. If the
proxy is signed and returned without specifying choices, the shares will be
voted as recommended by the Directors.
Number of Shares Outstanding and Voting
As of the close of business on the Record Date, there were 3,453,451
shares of Common Stock of the Company, $.01 par value, issued and outstanding
and entitled to vote. At the meeting, holders of Common Stock shall be entitled
to one vote per share on each matter coming before the meeting, for an aggregate
total of 3,453,451 votes. Provided a quorum is present, Directors will be
elected by a plurality vote. The affirmative vote of the holders of a majority
of the shares present in person or represented by proxy will be required to
ratify all other matters. Abstentions will be counted toward the number of
shares represented at the meeting. Broker non-votes will be disregarded.
Expenses of Solicitation
The Company will pay the costs of such solicitation of proxies,
including the cost of assembling and mailing this Proxy Statement and the
material enclosed herewith. In addition to the use of the mails, proxies may be
solicited personally, or by telephone or telegraph, by corporate officers and
some employees of the Company without additional compensation. The Company
intends to request brokers and banks holding stock in their names, or in the
names of nominees, to solicit proxies from their customers who own such stock,
where applicable, and will reimburse them for their reasonable expenses of
mailing proxy materials to their customers.
Revocation of Proxy
Stockholders who have executed and delivered proxies pursuant to this
solicitation may revoke them at any time before they are exercised by delivering
a written notice to the Secretary of the Company either at the Annual Meeting
or, prior to the meeting date, at the Company's offices at 3101 Latrobe Drive,
Charlotte, North Carolina 28211, by executing and delivering a later dated
proxy, or by attending the meeting and voting in person.
* * * * *
Your vote is important. Accordingly, you are urged to sign and return
the accompanying proxy card whether or not you plan to attend the meeting.
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<PAGE>
ELECTION OF DIRECTORS
(Item A on Proxy Card)
The Board unanimously recommends that Stockholders vote FOR, and the
Directors' Proxy Committee intends to vote FOR, the election of the four
nominees listed on the Proxy Card, and further described in the following pages,
unless otherwise instructed on the Proxy Card. If you do not wish your shares to
be voted for a particular nominee, please so indicate in the space provided on
the Proxy Card. Directors elected at the Meeting will hold office until the next
Annual Meeting or until their successors have been elected and qualified.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the Company's
Directors and executive officers and the positions they hold with the Company.
<TABLE>
<CAPTION>
Name Age Positions with the Company
<S> <C> <C>
Goran P. R. Netzler 59 Chairman of the Board
Ralph G. Dollander 52 President, Chief Executive Officer
and Director
Jan H. L. Jutander (1) 53 Director
Richard D. Schofield (1) 61 Director
Claude Imbleau 40 Treasurer, Chief Financial Officer,
Vice President Finance and
Administration, Comptroller and
Chief Accounting Officer
E. Thomas Watson 46 Secretary of the Company,
Legal Counsel
</TABLE>
(1) Member of Compensation and Audit Committee
GORAN P. R. NETZLER has been Chairman of the Board of Directors of the
Company since the Company's formation and Netzler & Dahlgren's President since
Netzler & Dahlgren's formation. Mr. Netzler lives and works in Sweden.
RALPH G. DOLLANDER has been a director of the Company since November 1995
and has served as President and Chief Executive Officer since September, 1995.
Mr. Dollander received his MBA from the University of Gothenburg, Sweden, in
1969 and served as President for two different Swedish companies since 1985. Mr.
Dollander has held other various executive positions during his career, in
Sweden and in North America.
JAN H. L. JUTANDER has been a director of the Company since the Company's
formation and Netzler & Dahlgren's Vice President/Operations since its
formation. Mr. Jutander lives and works in Sweden.
2
<PAGE>
RICHARD D. SCHOFIELD has been a director of the Company since May 1994 and
was an IBM Branch Office manager, Greater New York Regional manager and also
Manager of Field Support for IBM World Trade, Americas/Far East prior to his
retirement. IBM is a corporation developing, manufacturing, marketing and
servicing information technology products on a worldwide basis. He also held
various other positions during his IBM career from April 1967 to April 1987.
CLAUDE IMBLEAU has served as Vice President/Finance and Administration
since May 1988 and as Comptroller and Chief Accounting Officer since January
1987. During 1992 Mr. Imbleau was elected Chief Financial Officer, and in
February 1993 he was elected Treasurer. Since January 1984, he has served the
Company and its predecessors in various executive capacities.
E. THOMAS WATSON has served as Secretary of the Company since February 1993
and served as Assistant Secretary of the Company and its predecessors prior to
that date. Mr. Watson is a partner in the law firm of Parker, Poe, Adams &
Bernstein in Charlotte, North Carolina.
The Board of Directors currently consists of four members,
including one independent director, Mr. Schofield. Mr. T. Randolph
Whitt, a former independent director, resigned in September 1997. The
Board of Directors did not submit a nominee for the replacement of Mr.
Whitt. The Company anticipates filling the fifth Director position at a
later date.
Directors are generally elected to serve for a term of one year or until
their successors shall have been elected and qualified. Officers of the Company
are elected by the Board of Directors to hold office until the first meeting of
the Board of Directors following the next annual meeting of stockholders and
until their successors are elected and qualified.
AUDIT COMMITTEE
The Audit Committee during 1997 was comprised of Messrs. Jutander,
Schofield, and Whitt. The Audit Committee met three times in fiscal year
1997. The function of the Audit Committee is to recommend the
appointment of the Company's independent auditors, determine the scope
of the annual audit to be made, review the conclusions of such auditors
and report the findings and recommendations thereof to the Board, review
with the Company's auditors the adequacy of the Company's system of
internal controls and procedures and the role of management in
connection therewith, oversee litigation in which the Company is
involved, review transactions between the Company and its officers,
directors and principal stockholders, monitor the Company's practices
and programs with respect to public interest issues and perform such
other duties and undertake such other responsibilities as the Board from
time to time may determine.
COMPENSATION COMMITTEE
The Compensation Committee during 1997 was comprised of Messrs. Jutander,
Schofield and Whitt. The Compensation Committee held three meetings in fiscal
1997. The Compensation Committee exercises the authority of the Board of
Directors with respect to reviewing and determining compensation, non-cash
perquisites and all other benefits granted to the principal officers of the
Company which are not available to other employees, authorizing payment of
bonuses
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<PAGE>
otherwise than under an employee benefit plan and authorization, establishment
and maintenance of all employee stock option plans.
The Company currently has no standing Nominating Committee.
During the fiscal year 1997, there were three meetings of the Board of
Directors of the Company. During the fiscal year 1997 each director attended at
least two-thirds of the meetings of the Board of Directors of the Company and
each committee of which he was a member.
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth, as of January 31, 1998,
information as to the beneficial ownership of the Company's common stock
by (i) each person known to the Company as having beneficial ownership
of more than 5% of the Company's Common Stock, (ii) each "named
executive officer" as defined in Item 402(a) (3) of Regulation S-K under
the Securities Exchange Act of 1934, and (iii) all Directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature Percentage
Name of Beneficial Owner (1) of Beneficial Ownership of Class
- ---------------------------- ----------------------- ----------
<S> <C> <C>
Apogeum AB (7)(10) 550,000 15.9%
Gunnar K. Lofgren (2)(3)(5) 272,140 7.9%
Goran P. R. Netzler (7) 200,640 5.8%
Jan H. L. Jutander (7) 200,640 5.8%
Ralph G. Dollander (6) 20,000 *
Richard D. Schofield (8) - -
E. Thomas Watson (9) - -
Claude Imbleau (4)(6) 14,250 *
Arne Nilsson (7) 200,640 5.8%
Anders Dahlgren (7) 200,640 5.8%
All directors and executive officers
as a group (six persons) 985,530 28.6%
</TABLE>
* Less than one percent
(1) Unless otherwise noted, each person has sole voting and investment power
over the shares listed opposite his name
(2) Includes 61,750 shares that Mr. Lofgren has the right to acquire upon
exercise of options exercisable.
(3) Includes 100,000 shares that are beneficially owned by M-P limited
partnership of which Mr. Lofgren has full voting rights.
(4) Includes 11,250 shares that Mr. Imbleau has the right to acquire upon the
exercise of options.
(5) The address of such person is as follows: 225 Beckham Court, Charlotte, NC
28211.
(6) The address of such person is as follows: 3101 Latrobe Drive, Charlotte, NC
238211.
(7) The address of such person is as follows: Munkekullen, SE-430 40, Saro,
Sweden.
(8) The address of such person is as follows: 1131 Asheford Green Ave.,
Concord, NC 28027
(9) The address of such person is as follows: 2600 Charlotte Plaza, Charlotte,
NC 28244
(10) Apogeum AB is controlled by Dr. Goran P.R. Netzler, Jan H.L. Jutander, Arne
Nilson and Anders Dahlgren. Apogeum is the parent company of Netzler &
Dahlgren Co. AB.
4
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION FOR OFFICERS
The following table sets forth the annual and long-term compensation
attributable for services rendered in the fiscal year 1996 and 1997 by Ralph
Dollander. At November 30, 1997 Mr. Dollander was the only executive officer of
the Company whose annual compensation exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
Awards
Name and Other Annual Securities Underlying
Principal Position Year Salary(1) Bonus(2) Compensation(3) Options/SARs
- ------------------ ---- --------- -------- --------------- ----------------------
<S> <C> <C> <C> <C> <C>
Ralph G. Dollander
President and Chief 1997 $128,667 $18,330 $26,535 60,000
Executive Officer 1996 $107,216 $12,700 $ 6,577 0
</TABLE>
(1) Does not include certain prerequisites such as the use of an automobile;
payment of all such items did not exceed, in the aggregate, the lesser of
either $50,000 or 10% of the annual salary.
(2) The amount includes a $12,000 annual payments for retirement and a $700
contribution to the Company's profit sharing 401(k) for the years
indicated.
(3) Amounts disbursed to cover certain educational expenses of Mr. Dollander's
family.
EMPLOYMENT CONTRACT
The Company has an employment contract with Mr. Ralph Dollander, the Company's
President. It provided for an annual base salary of $120,000 for 1996, the
initial contract year, subject to cost of living adjustments and discretionary
increases approved by the Board of Directors upon the recommendation of the
Compensation Committee. Effective May 1997, Mr. Dollander's annual base salary
was increased to $132,000. In addition to the base salary, Mr. Dollander
receives $12,000 annually towards a retirement plan and receives compensation to
contribute to the educational expenses of his family. Mr. Dollander's contract
expires on March 1, 1999 and will be automatically renewed for successive one
year terms thereafter unless terminated by either party. Mr. Dollander is also
entitled to receive six months of base salary in the event he elects to
terminate his employment following a change of control of the Company (as
defined in his contract). The contract requires Mr. Dollander to devote his full
time, attention and best efforts to the Company's business. It also states that
at no time will he devote less time than is necessary to discharge his duties to
the Company. Mr. Dollander's contract also contained restrictive covenants
pursuant to which he has agreed not to compete with the Company for business in
North America during the term of his employment and for a period of one year
following his termination from the Company.
5
<PAGE>
STOCK OPTIONS
The following charts show stock option grants, exercises and values for Mr.
Dollander under the 1997 NDC Automation, Inc. Stock Option Plan.
OPTION/SAR GRANTS UNDER THE 1997 PLAN
Individual Grants
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise or
Name SARs Granted Employees Base Price Expiration
(#) ($/Sh)(1) Date
- --------------------------------------------------------------------------------
Ralph G. Dollander 60,000 (2) 26.7% $.50 12/31/2001
(1) Stock options were granted at the mean between the bid and ask price for
the day ending December 31, 1996; such options were approved by the Board
of Directors and were ratified at the 1997 shareholders annual meeting.
(2) 20,000 Options become exercisable in each of the following fiscal years
ending November 30, 1998, 1999 and 2000, based on performance criteria.
No stock options were exercised by any of the Company's officers during
fiscal year 1997. The following table details the 1997 Plan value of
unexercised options on an aggregate basis.
AGGREGATED OPTION/SAR EXERCISES UNDER THE 1997 PLAN
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
(#) ($)(2)
SHARES ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#)(1) ($)(2) UNEXERCISABLE UNEXERCISABLE
- -------------------- --------------------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C>
Ralph G. Dollander 0 $ 0 0/60,000 $0/$0
</TABLE>
(1) Upon the exercise of an option, the optionee must pay the exercise price in
cash.
(2) Represents the difference between the fair market value of the common stock
underlying the option and the exercise price at exercise, or fiscal
year-end, respectively.
6
<PAGE>
CERTAIN TRANSACTIONS
NETZLER & DAHLGREN
Netzler & Dahlgren, a Swedish based company engaged in the manufacturing of
Automatic Guided Vehicle (AGV) controls and components, is controlled by Messrs.
Netzler, Dahlgren, Jutander, Nilsson and Apogeum AB, who collectively own
approximately thirty-nine percent (39%) of the Company's outstanding Common
Stock at the date hereof.
Pursuant to the Master License Agreement, Netzler & Dahlgren is entitled to
a ten percent royalty on fees received by the Company from its licensing of AGV
control technology. During the fiscal years ended November 30, 1997, 1996 and
1995, the Company incurred royalties to Netzler & Dahlgren in the aggregate
amounts of $0, $0 and $500 and purchased hardware, software and consulting
services from Netzler & Dahlgren in the aggregate amounts of $689,059,
$1,049,324, and $737,375, respectively. Interest charges for the fiscal year
ending November 30, 1997, 1996 and 1995 were $17,968, $0, and $279,540,
respectively.
In 1997 and 1996, the Company received fees totaling $109,750 and $174,750
from Netzler & Dahlgren relating to laser products sales .
COMPENSATION OF DIRECTORS
Director compensation is $5,000 annually, paid in arrears, except that the
Company's President and Chief Executive Officer receives no separate
compensation for his service as a director and the Chairman receives $7,500
annually. Directors who serve on the audit and compensation committees receive
$1,500 annually to chair the committee and other participants receive $1,000
annually. Mr. Anders Dahlgren, a former director who is not seeking a further
term as a director, serves as a consultant to the Board of Directors and
receives $5,000 annually for his services.
COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires the Company
directors, officers and holders of more than 10% of the Company's Common Stock
to file with the Securities and Exchange commission initial reports of ownership
and reports of changes in ownership of Common Stock and any other equity
securities of the Company. To the Company's knowledge, based solely upon a
review of the forms, reports and certificates filed with the Company by such
persons, all such Section 16 (a) filing requirements were complied with by such
persons in 1997.
7
<PAGE>
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Item B on Proxy Card)
Subject to Stockholder ratification, the Board of Directors has appointed
the firm of McGladrey & Pullen, LLP, as independent public auditors for the year
1998. McGladrey & Pullen, LLP, has audited the Company's books since May 25,
1989.
The Board recommends that Stockholders vote FOR, and the Directors' Proxy
Committee intends to vote FOR ratification, unless otherwise instructed on the
Proxy Card. If the Stockholders do not ratify this selection, other independent
auditors will be appointed by the Board upon recommendation of the Audit
Committee.
One or more representatives of McGladrey & Pullen, LLP, will attend the
Annual Meeting. They will have the opportunity to make a statement, if they
desire to do so, and are expected to be available to respond to appropriate
questions.
OTHER MATTERS TO COME BEFORE THE MEETING
If any business not described herein should properly come before the
meeting, the members of the Director's Proxy Committee will vote the shares
represented by them in accordance with their best judgment. At the time this
proxy statement went to press, the Company knew of no other matters which might
be presented for Stockholder action at the meeting.
STOCKHOLDER PROPOSALS
Should a stockholder desire to include in next year's proxy statement a
proposal other than those made by the Board, such proposal must be sent to the
Secretary of the Company at 3101 Latrobe Drive, Charlotte, North Carolina 28211,
and must be received by November 7, 1998.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
/s/ Ralph G. Dollander
Ralph G. Dollander
President
8
<PAGE>
********************************************************************************
APPENDIX
NDC AUTOMATION, INC.
PROXY 3101 LATROBE DRIVE
CHARLOTTE, NC 28211
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ralph G. Dollander, or his duly
appointed substitute, as Proxy, and hereby authorizes him to represent and to
vote, as designated below, all the shares of the Common Stock of NDC AUTOMATION,
INC. held of record by the undersigned on March 13, 1998 at the Annual Meeting
of Stockholders to be held on May 8, 1998 or any adjournment thereof.
A. ELECTION OF DIRECTORS
Nominees: Goran P. R. Netzler, Jan H. L. Jutander, Richard D.
Schofield, and Ralph G. Dollander (mark only one of the
following lines):
[ ] VOTE FOR all nominees listed above, except vote withheld
as to the following nominees (if any):
-----------------------------------------------------
[ ] VOTE WITHHELD from all nominees
B. SELECTION OF AUDITORS
To ratify the appointment of McGladrey & Pullen, LLP as
independent auditors for the Company for the fiscal year ending
November 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
C. In his discretion, the Proxy is authorized to vote upon such
other business as may properly come before the meeting.
<PAGE>
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, this
Proxy will be voted FOR Proposals A and B.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign.
Dated: _____________________, 1998
----------------------------------
Signature
----------------------------------
Signature if held jointly
When signing as attorney, executor,
administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
Please check here if you plan to attend [ ]
Your Telephone # for confirmation_____________________
