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-11(c) or Section 240.14a-12
NDC Automation, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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.
( ) 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>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 7, 1999
TO ALL STOCKHOLDERS:
The Annual Meeting of Stockholders of NDC Automation, Inc., will be
held on the 7th day of May, 1999 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 five (5) Directors.
(2) To ratify the selection of McGladrey & Pullen, LLP as the
independent auditors of NDC Automation, Inc. for the year 1999.
(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 1998 Annual Report is also enclosed.
The Board of Directors has fixed the close of business on March 12,
1999 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 19, 1999
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 19, 1999 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 7, 1999 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 12, 1999 (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 recommends that Stockholders vote FOR, and the Directors'
Proxy Committee intends to vote FOR, the election of the five 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.
Name Age Positions with the Company
- ---- --- --------------------------
Goran P. R. Netzler 60 Chairman of the Board
Ralph G. Dollander 53 President, Chief Executive Officer
and Director
Jan H. L. Jutander (1) 54 Director
Richard D. Schofield (1) 62 Director
Raymond O. Gibson(1) 58 Director
Claude Imbleau 41 Treasurer, Chief Financial Officer,
Vice President Finance and
Administration, Comptroller and
Chief Accounting Officer
E. Thomas Watson 47 Secretary of the Company,
Legal Counsel
(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>
RAYMOND O. GIBSON has been a director of the Company since February 1999
and is presently VP Operations of Terion, Inc. a start up wireless
communications company. From 1994 to 1997 Mr. Gibson was president and COO of
Dinaco, Inc. a management services company that provides point-of-sale marketing
products. Mr. Gibson also held various executive positions with American
Express throughout most of his career.
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 five members, including two
independent directors, Mr. Schofield and Mr. Gibson.
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 1998 was comprised of Messrs. Jutander and
Schofield with Mr. Gibson joining in February of 1999. The Audit Committee met
three times in fiscal year 1998. 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 1998 was comprised of Messrs. Jutander and
Schofield with Mr. Gibson joining in February of 1999. The Compensation
Committee held three meetings in fiscal 1998. 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
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<PAGE>
principal officers of the Company which are not available to other employees,
authorizing payment of bonuses otherwise than under an employee benefit plan and
authorization, and establishment and maintenance of all employee stock option
plans.
The Company currently has no standing Nominating Committee.
During the fiscal year 1998, there were four meetings of the Board of
Directors of the Company. During the fiscal year 1998 each director attended all
of the meetings of the Board of Directors of the Company and each committee of
which he was a member. Mr. Gibson has also attended all the audit and
compensation committee meetings occurring since his assignment to the board.
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth, as of January 31, 1999, 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.
Name of Beneficial Owner (1) Amount and Nature Percentage
- ---------------------------- of Beneficial Ownership of Class
----------------------- --------
Apogeum AB (6)(9) 550,000 15.9%
Gunnar K. Lofgren (2)(4) 210,390 6.1%
Goran P. R. Netzler (6) 200,640 5.8%
Jan H. L. Jutander (6) 200,640 5.8%
Ralph G. Dollander (5) 30,000 *
Richard D. Schofield (7) - -
Raymond O Gibson (10) - -
E. Thomas Watson (8) - -
Claude Imbleau (3)(5) 19,544 *
Arne Nilsson (6) 200,640 5.8%
Anders Dahlgren (6) 200,640 5.8%
All directors and executive officers
as a group (seven persons) 1,000,824 29.0%
* 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 100,000 shares that are beneficially owned by M-P limited
partnership of which Mr. Lofgren has full voting rights.
(3) Includes 11,250 shares that Mr. Imbleau has the right to acquire upon
the exercise of options and 5,294 share he has placed in his
children's education IRA.
(4) The address of such person is as follows: 225 Beckham Court,
Charlotte, NC 28211.
(5) The address of such person is as follows: 3101 Latrobe Drive,
Charlotte, NC 238211.
(6) The address of such person is as follows: Munkekullen, SE-430 40,
Saro, Sweden.
(7) The address of such person is as follows: 1131 Asheford Green Ave.,
Concord, NC 28027
(8) The address of such person is as follows: 2600 Charlotte Plaza,
Charlotte, NC 28244
(9) 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.
(10) The address of such person is as follows: 1219 Harbor Town Circle,
Melbourne, FL 32940
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<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, 1997 and 1998 by
Ralph Dollander. At November 30, 1998 Mr. Dollander and Mr. Imbleau were the
only executive officers of the Company whose annual compensation exceeded
$100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
Awards
Retirement Securities
Name and and 401k Other Annual Underlying
Principal Position Year Salary(1) contributions Bonus Compensation(2) Options/SARs
- ------------------------- ------ ------------- --------------- ---------- ------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ralph G. Dollander 1998 $ 132,000 $ 12,700 $5,000 $ 19,300 -
President and Chief 1997 $ 128,667 $ 12,700 $5,630 $ 26,535 60,000
Executive Officer 1996 $ 98,312 $ 9,700 $12,000 $ 6,577 -
Claude Imbleau (3) 1998 $ 100,000 $ 700 $2,500 $ - -
VP Finance and
Administration, CFO
</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) Amounts disbursed to cover certain educational expenses of Mr. Dollander's
family.
(3) Mr. Imbleau's compensation did not exceed $100,000 for years ending in 1997
and 1996.
EMPLOYMENT CONTRACT
The Company has an employment contract with Mr. Ralph Dollander, the Company's
President. It provides for an annual base salary of $132,000, subject to cost of
living adjustments and discretionary increases approved by the Board of
Directors upon the recommendation of the Compensation Committee. In addition to
the base salary, Mr. Dollander receives $12,000 annually towards a retirement
plan and receives compensation to contribute to the educational expenses of his
family. Mr. Dollander's contract expires on March 1, 1999 and will be
automatically renewed for successive one year terms thereafter unless terminated
by either party. Mr. Dollander is also entitled to receive six months of base
salary in the event he elects to terminate his employment following a change of
control of the Company (as defined in his contract). The contract requires Mr.
Dollander to devote his full time, attention and best efforts to the Company's
business. It also states that at no time will he devote less time than is
necessary to discharge his duties to the Company. Mr. Dollander's contract also
contains restrictive covenants pursuant to which he has agreed not to compete
with the Company for business in North America during the term of his employment
and for a period of one year following his termination from the Company.
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<PAGE>
STOCK OPTIONS
The following charts show stock option grants, exercises and values for
officers under the 1990, 1993 and 1997 NDC Automation, Inc. Stock Option Plans.
OPTION/SAR GRANTS UNDER THE 1990, 1993 AND 1997 PLAN
<TABLE>
<CAPTION>
Individual Grants
-----------------
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise or
Name SARs Granted Employees Base Price Expiration
(#) ($/Sh) Date
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ralph G. Dollander 60,000 (2) 26.7% $.50 (1) 12/31/2001
Claude Imbleau 30,000 (3) 13.4% $.50 (1) 12/31/2001
9,750 (4) 5.6% $.7917(5) 10/10/2000
1,500 (6) 1.5% $1.56 (7) 10/23/2003
</TABLE>
(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 under the 1997 Plan become exercisable in each of the
following fiscal years ending November 30, 1998, 1999 and 2000, based on
performance criteria.
(3) 10,000 Options under the 1997 Plan become exercisable in each of the
following fiscal years ending November 30, 1998, 1999 and 2000, based on
performance criteria.
(4) 9,750 Options under the 1990 Plan are excercisable.
(5) The exercise price of the options granted is based on the average fair
market value of the common stock for the five business days preceding the
grant.
(6) 1,500 Options under the 1993 plan are excercisable.
(7) On October 24, 1994 the 1993 Plan options were repriced with the approval
by the Compensation committee at an exercise price of $1.56.
No stock options were exercised by any of the Company's officers during
fiscal year 1998. The following table details the 1990, 1993 and 1997 Plan
value of unexercised options on an aggregate basis.
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<PAGE>
AGGREGATED OPTION/SAR EXERCISES UNDER THE 1990, 1993 AND 1997 PLAN
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
(#) ($)(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
Claude Imbleau 0 $ 0 11,250/30,000 $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.
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 sub-licensing of
AGV control technology. During the fiscal years ended November 30, 1998, 1997
and 1996, the Company incurred no royalties to Netzler & Dahlgren and purchased
hardware, software and consulting services from Netzler & Dahlgren in the
aggregate amounts of $490,656, $689,059, and $1,049,324, respectively. Interest
charges for the fiscal years ending November 30, 1998, 1997 and 1996 were
$76,499, $17,968, and $0, respectively.
In 1998, 1997 and 1996, the Company received fees totaling $59,250, $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 serves as a consultant to the Board of Directors
and receives $5,000 annually for his services.
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<PAGE>
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 1998.
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
1999. 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 8, 1999.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
/s/ RALPH DOLLANDER
- ------------------------
Ralph G. Dollander
President
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