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
PERCON INCORPORATED
- --------------------------------------------------------------------------------
(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:
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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: Set forth the amount on which
the filing fee is calculated and state how it was determined.
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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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>
PERCON INCORPORATED
Notice of Annual Meeting of Shareholders
May 27, 1999
To the Shareholders of Percon Incorporated:
The annual meeting of the shareholders of Percon Incorporated, a Washington
corporation, will be held at 9:00 a.m., Pacific Time, on Thursday, May 27, 1999,
at the Company's Corporate Headquarters, 1800 Millrace Drive, Eugene, Oregon,
for the following purposes:
1. Electing directors to serve for the following year and until their
successors are elected; and
2. Transacting any other business that properly comes before the meeting.
Only shareholders of record at the close of business on April 15, 1999 will
be entitled to vote at the annual meeting.
You are respectfully requested to date and sign the enclosed proxy and
return it in the postage-prepaid envelope enclosed for that purpose. You may
attend the meeting in person even though you have sent in your proxy, since
retention of the proxy is not necessary for admission to or identification at
the meeting.
By Order of the Board of Directors
Andy J. Storment
Secretary
Eugene, Oregon
April 22, 1999
<PAGE>
PERCON INCORPORATED
PROXY STATEMENT
Annual Meeting of Shareholders
-----
The mailing address of the principal executive offices of the Company is
1800 Millrace Drive Eugene, Oregon, 97403. The approximate date this proxy
statement and the accompanying proxy form are first being sent to shareholders
is April 22, 1999.
Upon written request to Andy J. Storment, Secretary, any person whose proxy
is solicited by this proxy statement will be provided, without charge, a copy of
the Company's Annual Report on Form 10-KSB.
SOLICITATION AND REVOCABILITY OF PROXY
The enclosed proxy is solicited on behalf of the Board of Directors of
Percon Incorporated, a Washington corporation, for use at the Annual Meeting of
Shareholders to be held on May 27, 1999 and at any adjournment thereof. The
Company will bear the cost of preparing and mailing the proxy, proxy statement,
and any other material furnished to shareholders by the Company in connection
with the annual meeting. Proxies will be solicited by use of the mails, and
officers and employees of the Company may also solicit proxies by telephone or
personal contact. Copies of solicitation materials will be furnished to
fiduciaries, custodians, and brokerage houses for forwarding to beneficial
owners of the stock held in their names.
Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before its exercise. The proxy may be revoked
by filing with the Company, attention Andy J. Storment, Secretary, an instrument
of revocation, or a duly executed proxy bearing a later date. The proxy may also
be revoked by affirmatively electing to vote in person while in attendance at
the meeting. However, a shareholder who attends the meeting need not revoke the
proxy and vote in person unless he or she wishes to do so. All valid, unrevoked
proxies will be voted at the annual meeting in accordance with the instructions
given.
1
<PAGE>
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Common Stock is the only outstanding authorized voting security of the
Company. The record date for determining holders of Common Stock entitled to
vote at the annual meeting is April 15, 1999. On that date there were 3,871,381
shares of Common Stock outstanding, entitled to one vote per share. The Common
Stock does not have cumulative voting rights.
The following table sets forth certain information regarding the beneficial
ownership as of February 28, 1999 of the Common Stock by (i) each person known
by the Company to own beneficially more than 5% of the Common Stock, (ii) each
director of the Company, (iii) each executive officer of the Company named in
the Summary Compensation Table, and (iv) all executive officers and directors as
a group. Except as otherwise noted, the persons listed below have sole
investment and voting power with respect to the Common Stock owned by them.
<TABLE>
<CAPTION>
Number of Shares Percentage
Beneficial Owner Beneficially Owned (1) of Shares
- ---------------- ---------------------- ----------
<S> <C> <C>
Michael P. Coughlin (2)............................... 650,366 16.6%
1800 Millrace Drive
Eugene, OR 97403
Andy J. Storment (3).................................. 650,691 16.6%
1800 Millrace Drive
Eugene, OR 97403
Arlen I. Prentice (4)................................. 400,000 10.2%
6177 162nd Place SW
Bellevue, WA 98006
Donald K. Skinner (5)................................. 30,000 *
2130 Kingsbridge Way
Oxnard, CA 93035
Dana E. Siebert (6)................................... 20,000 *
4383 North Shasta Loop
Eugene, OR 97405
J. Brad West (7)...................................... 10,200 *
2983 Sarah Lane
Eugene, OR 97408
All directors and executive officers.................. 1,769,257 45.1%
as a group (9 persons) (8)
- --------------
* Less than 1%
(1) Shares which the person or group has the right to acquire within 60 days
after February 28, 1998 are deemed to be outstanding in calculating the
percentage ownership of the person or group but are not deemed to be
outstanding as to any other person or group.
2
<PAGE>
(2) Includes 629,075 shares held by the Coughlin Family Limited Partnership of
which Mr. Coughlin and his spouse are the general partners and also
includes 16,400 shares subject to options exercisable within 60 days after
February 28, 1999.
(3) Includes 16,400 shares subject to options exercisable within 60 days after
February 28, 1999.
(4) Includes 30,000 shares subject to options exercisable within 60 days after
February 28, 1999.
(5) Consists of 30,000 shares subject to options exercisable within 60 days
after February 28, 1999.
(6) Consists of 20,000 shares subject to options exercisable within 60 days
after February 28, 1999.
(7) Includes 10,000 shares subject to options exercisable within 60 days after
February 28, 1999.
(8) Includes 130,800 shares subject to options exercisable within 60 days after
February 28, 1999. Excludes shares subject to options within 60 days after
that date.
</TABLE>
PROPOSAL 1: ELECTION OF DIRECTORS
The directors of the Company are elected at the Annual Meeting to serve
until their successors are elected and qualified. All current directors are
nominees for re-election. If a quorum of shareholders is present at the annual
meeting, the nominees for election as directors who receive the greatest number
of votes cast at the meeting shall be elected directors. Abstentions and broker
non-votes will have no effect on the results of the vote. Unless otherwise
instructed, proxy holders will vote the proxies they receive for the nominees
named below. If any of the nominees for director at the annual meeting becomes
unavailable for election for any reason (none being known), the proxy holders
will have discretionary authority to vote pursuant to the proxy for a suitable
substitute or substitutes. The following table briefly describes the Company's
nominees for directors.
<TABLE>
<CAPTION>
Director
Name, Principal Occupation and Other Directorships Age Since
- -------------------------------------------------- --- --------
<S> <C> <C>
Michael P. Coughlin was a member of a private investor 44 1990
group that acquired the Company in July 1990 and has
served as its President, Chief Executive Officer, and a
Director since the acquisition.
Andy J. Storment was a member of a private investor 36 1990
group that acquired the Company in July 1990 and has
served as its Vice President, Secretary, Treasurer, and
a Director since the acquisition and as the Company's
Chief Operating Officer from July 1990 to January 1997.
In June 1995 Mr. Storment was promoted to Executive
Vice President, and currently serves as Executive Vice
President of Business Development.
Arlen I. Prentice was a member of a private investor 61 1990
group that acquired the Company in July 1990 and has
served as a Director since the acquisition. In October
1993 he became Chairman of the Board. Mr. Prentice is a
founder of Kibble & Prentice, Inc., a financial
services firm. Mr. Prentice has served as Co-Chairman
and Chief Executive Officer of Kibble & Prentice, Inc.
since June 1972. Mr. Prentice also is a general partner
of Chartwell Capital. Mr. Prentice also serves as a
director of Starbucks Coffee Corporation, Northland
Telecommunications Corporation, and Flow International,
Inc.
3
<PAGE>
Director
Name, Principal Occupation and Other Directorships Age Since
- -------------------------------------------------- --- --------
<S> <C> <C>
Donald K. Skinner joined the Company's Board of 58 1995
Directors in March 1995. Mr. Skinner is Vice Chairman
of Zebra Technologies and President of Zebra
Technologies' Card Printer Business Unit. Zebra
Technologies designs, manufactures and markets bar code
label printers, plastic card printers, software and
related products. Mr. Skinner founded Eltron
International, Inc. in January 1991, and served as
Chief Executive Officer and Chairman of the Board
before it was acquired by Zebra Technologies in 1998.
Dana E. Siebert joined the Company's Board of Directors 39 1997
in December 1997. Mr. Siebert is Executive Vice
President Americas for Symantec Corporation, a company
that designs and markets application and system
software for remote productivity solutions, and
security and assistance applications. Symantec has
employed Mr. Siebert since 1985. He previously served
as its Vice President Sales, and Vice President
Worldwide Services. Mr. Siebert also serves as a
director for TimeLine Solutions Corporation and the
Software Publishers Association.
</TABLE>
Board Meetings and Committees
The Board of Directors met five times during 1998. All directors attended
all meetings of the Board of Directors and the committees of which the director
was a member during 1998 with the exception of one member missing one general
meeting of the Board. The standing committees of the Board of Directors are the
Audit Committee, the Compensation Committee, and the Nominating Committee. The
Audit Committee met once during 1998.
The Audit Committee makes recommendations concerning the engagement of the
independent public accountants and reviews with the independent public
accountants the plans and results of the audit engagement. The Committee also
approves professional services provided by the independent public accountants,
reviews the independence of the independent public accountants, considers the
range of audit and non-audit fees, and reviews the adequacy of the Company's
internal accounting controls. The Audit Committee consists of Messrs. Prentice,
Skinner, and Siebert. The Compensation Committee determines compensation for the
Company's executive officers and administers the Company's 1995 Stock Incentive
Plan. The Compensation Committee consists of Messrs. Prentice, Skinner, and
Siebert. The Nominating Committee recommends the slate of Board members and
consists of Mr. Prentice and Mr. Skinner.
Compensation of Directors
Non-employee directors are paid $1,000 per quarter, $1,000 per board
meeting attended, and $500 for each telephonic board or committee meeting. Each
non-employee director is automatically granted an option to purchase 15,000
shares of the Company's Common Stock when initially elected as a director.
Additionally, each non-employee Board member is granted options to purchase
5,000 additional shares of the Company's Common Stock for each subsequent
calendar year of service.
4
<PAGE>
Recommendation by the Board of Directors
The Board of Directors recommends that shareholders vote for the election
of the nominees named in this Proxy Statement.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation paid by the Company with
respect to the last three years to the Chief Executive Officer and the two other
most highly compensated executive officers whose total annual compensation
exceeded $100,000 in 1998.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation -------------------------
--------------------- Underlying Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Michael P. Coughlin 1998 $ 144,634 $ 6,250 0 $ 7,544 (1)
President and Chief Executive Officer 1997 $ 121,635 $ 25,297 11,000 $ 7,347 (1)
1996 $ 112,981 $ 14,875 0 $ 6,393 (1)
Andy J. Storment 1998 $ 119,173 $ 4,675 0 $ 6,192 (1)
Executive Vice President of 1997 $ 106,654 $ 15,775 11,000 $ 6,121 (1)
Business Development 1996 $ 100,000 $ 8,356 0 $ 5,418 (1)
J. Brad West 1998 $ 112,004 $ 4,594 0 $ 5,224 (1)
Vice President Manufacturing 1997 $ 101,597 $ 12,197 20,000 $ 5,431 (1)
1996 (2) $ 62,308 $ 7,391 10,000 $ 1,408 (1)
- --------------
(1) Represents the Company's matching contribution under the Company's 401(k)
savings plan.
(2) Mr. West commenced employment with the Company on April 8, 1996.
</TABLE>
5
<PAGE>
Stock Option Grants in Last Fiscal Year
The Company granted no stock options in 1998 to the executive officers
named in the Summary Compensation Table.
Option Exercises and Year-End Option Values
The following table indicates for all executive officers named in the
Summary Compensation Table, (i) stock options exercised during 1998, including
the value realized on the date of exercise, (ii) the number of shares subject to
exercisable and unexercisable stock options as of December 31, 1998, and (iii)
the value of "in-the-money" options, which represents the positive spread
between the exercise price of existing stock options and the year-end price of
the Common Stock.
<TABLE>
<CAPTION>
Number of Number of Shares Subject to
Shares Unexercised Options
Acquired In-the-Money Value of Unexercised
on Value at Fiscal Year End 1998 at Fiscal Year End (1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael P. Coughlin 0 $ 0 14,200 11,800 $ 0 $ 0
Andy J. Storment 0 $ 0 14,200 11,800 $ 0 $ 0
J. Brad West 0 $ 0 8,000 22,000 $ 0 $ 0
- --------------
(1) Options are "in-the-money" at the fiscal year-end if the fair market value
of the underlying securities on such date exceeds the exercise price of the
option. The amounts set forth represent the difference between the fair
market value of the securities underlying the options on December 31, 1998,
based on the last sale price of $6.1875 per share of Common Stock on that
date (as reported on the Nasdaq National Market System) and the exercise
price of the options, multiplied by the applicable number of options.
</TABLE>
Employment Arrangements
Each of the Company's executive officers other than Michael P. Coughlin and
Andy J. Storment has executed an employment agreement with the Company
prohibiting the officer from competing with the Company during the term of
employment and for two years following termination, affirming the Company's
ownership of inventions or other works created by the officer within the scope
of his employment, and limiting disclosure and use of the Company's confidential
information. The agreements permit either the Company or the officer to
terminate employment upon notice, with the notice period ranging from 15 to 30
days. Each of the agreements provides remedies to the Company in the event the
officer breaches his or her obligations. Each officer is eligible to participate
in the Company's standard benefit programs.
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company transacts certain business with Kibble & Prentice, Inc, of
which Mr. Arlen Prentice is Co-Chairman and Chief Executive Officer. These
transactions are primarily related to property and casualty insurance,
Directors' and Officers' Insurance, and 401(k) administration. Total management
fees paid to Kibble & Prentice, Inc. in 1998 for 401(k) administration were
approximately $15,000. Total premiums paid for insurance policies handled by
Kibble & Prentice, Inc. were approximately $83,000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION<F1>
The Compensation Committee of Percon Incorporated's Board of Directors sets
executive compensation. Compensation Committee members are Arlen Prentice,
Donald Skinner and Dana Siebert.
The Compensation Committee has adopted the following philosophy statement
with regard to executive compensation:
Percon believes that the purpose of compensation is to attract, motivate,
and retain employees that demonstrate superior performance for the Company.
Furthermore, Percon also believes that pay programs, especially those for top
executives, should be designed in a manner that aligns executive interests with
those of the stockholders. In view of these two beliefs, executive compensation
programs at Percon will be designed to meet the following objectives:
o Base salaries will be targeted at the 50th percentile of comparable
companies in a similar industry.
o Bonus or incentive compensation will be based on division, subsidiary or
total Company performance.
o Stock options will be granted, as appropriate, by the Board in accordance
with the current stock compensation plan.
o Total compensation, including incentive bonuses and stock options, will
target the 50th percentile of comparable companies in a similar industry.
The administration of the compensation programs is directed toward ensuring
that the executives are paid fairly and competitively while maintaining a strong
relationship between the overall performance of Percon and the level of
compensation.
In order to implement this philosophy, the Committee has implemented an
executive compensation program with the following elements:
Base Salary
- -----------
Consistent with the Committee's philosophy, base salaries for 1999 have
been set based on comparison to salary levels at comparable companies with the
goal of setting levels at the 50th percentile. In its review, the Committee
relied on data from comparable companies in the high technology industry.
- --------------
<F1>This Section is not "soliciting material," is not deemed "filed" with the
Securities and Exchange Commission and is not to be incorporated by reference in
any filing of the Company under the Securities Act of 1933, or the Securities
Exchange Act of 1934, regardless of date or any general incorporation language
in such filing.
7
<PAGE>
Bonus Program
- -------------
The Committee believes that shareholder return in the short term is
maximized by ensuring that the Company achieves good operating results. The
Committee has structured the Company's executive bonus program so that annual
bonuses are payable based on achievement of target levels for operating income
and return on managed assets (or cash, inventories and accounts receivable),
which the Committee believes are the best measures of the Company's financial
performance. Bonuses are also payable based on achievement of individual goals,
set by an executive's supervisor or, in the case of the president, the
Committee.
Stock Options
- -------------
In order to provide management with incentives to maximize long-term
shareholder returns, the Committee, as administrator of the Company's stock
option plan, grants stock options to management. The Committee believes that
such grants will encourage management to pursue long-term strategies that will
increase the price of the Company's shares. The grants are made at prevailing
market prices at the time of grant and are generally subject to a five-year
annual vesting schedule. The options will only have value if the value of the
Company's stock increases, and an executive will only be able to benefit from
the options if he or she remains with the Company. The grants are generally made
annually at the time of the Committee's annual review of executive compensation.
For 1999, the Committee evaluated each executive's holdings of options to ensure
that the levels were consistent with the overall compensation package and with
such executive's performance and stock ownership goals before making annual
grants.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee and the Board of Directors set Mr. Coughlin's
compensation for fiscal 1999. They employed the same criteria that the
Compensation Committee used to set compensation for the other executive
officers. The Compensation Committee and the Board of Directors reviewed the
performance and compensation data of companies of similar industry and size. Mr.
Coughlin's position as a substantial shareholder in the Company provides an
effective long-term performance incentive tied directly to shareholder return.
Accordingly, stock options have not been a significant portion of his
compensation.
COMPENSATION COMMITTEE MEMBERS
Arlen I. Prentice
Donald K. Skinner
Dana E. Siebert
8
<PAGE>
PERFORMANCE GRAPH<F1>
Set forth below is a graph that compares the cumulative total stockholder
return on the Company's Common Stock with the cumulative total return on the
Russell 2000 Index and a peer group of companies of comparable size within the
ADC industry over the period indicated (assuming the investment of $100 in the
Company's Common Stock on July 28, 1995, the date of the Company's initial
public offering, and reinvestment of any dividends). In accordance with
guidelines of the SEC, the stockholder return for each entity in the peer group
index has been weighted on the basis of market capitalization as of each monthly
measurement date set forth on the graph.
Comparison of 41 Month Cumulative Total
Return Among Percon Incorporated,
The Russell 200, and ADC Peer Group*
[Graphic line chart omitted.]
7/28/95 12/31/95 12/31/96 12/31/97 12/31/98
------- -------- -------- -------- --------
Percon $ 100 $ 193 $ 156 $ 207 $ 92
Peer Group $ 100 $ 89 $ 110 $ 117 $ 80
Russell 2000 $ 100 $ 106 $ 121 $ 146 $ 141
* Peer Group consists of PSC Inc., Telxon Corporation , Metrologic
Instruments, Inc., WPI Group, Inc, and EMS Technologies, Inc.
- --------------
<F1>This Section is not "soliciting material," is not deemed "filed" with the
Securities and Exchange Commission and is not to be incorporated by reference in
any filing of the Company under the Securities Act of 1933, or the Securities
Exchange Act of 1934, regardless of date or any general incorporation language
in such filing.
9
<PAGE>
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick L.L.P. audited the Company's consolidated financial
statements for the year ended December 31, 1998, and has been selected to audit
the Company's consolidated financial statements for 1999. Representatives of
KPMG Peat Marwick L.L.P. will be present at the Annual Meeting and will be
available to respond to appropriate questions. They do not plan to make any
statement but will have the opportunity to make a statement if they wish.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of the
Common Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Executive officers, directors and
beneficial owners of more than ten percent of the Common Stock are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms received by the
Company and on written representations from certain reporting persons that they
have complied with the relevant filing requirements, the Company believes that
all Section 16(a) filing requirements applicable to its executive officers and
directors have been complied with.
DISCRETIONARY AUTHORITY
Although the Notice of Annual Meeting of Shareholders provides for
transaction of such other business as may properly come before the meeting, the
Board of Directors has no knowledge of any matters to be presented at the
meeting other than those referred to herein. However, the enclosed proxy gives
discretionary authority to the proxy holders to vote in accordance with the
recommendation of management if any other matters are presented.
SHAREHOLDER PROPOSALS
If notice of a shareholder proposal to be raised at the annual meeting of
shareholders is received at the principal executive offices of the Company after
March 5, 1999, proxy voting on that proposal when and if raised at the 1999
annual meeting will be subject to the discretionary voting of the designated
proxy holders. Any shareholder proposals to be considered for inclusion in proxy
material for the Company's next annual meeting in May 2000 must be received at
the principal executive office of the Company no later than December 18, 1999.
By Order of the Board of Directors
Andy J. Storment
Secretary
Eugene, Oregon
April 22, 1999
10
<PAGE>
PROXY
PERCON INCORPORATED
Annual Meeting, May 27, 1999
PROXY SOLICITED BY BOARD OF DIRECTORS
The shares represented by this proxy will be voted as specified on the reverse
hereof, but if no specification is made, this proxy will be voted for the
election of directors. The proxies may vote in their discretion as to other
matters that may come before this meeting.
PROXY Shares: _____________________ Dated ____________________________, 1999
___________________________________ ___________________________________________
Signature of Signatures
Please date and sign as name is imprinted hereon, including designation of
executor, trustee, etc., if applicable. A corporation must sign its name by the
president or other authorized officer.
The Annual Meeting of Shareholders of Percon Incorporated will be held on May
27, 1999 at 9:00 a.m. Pacific Time, at the Company's corporate headquarters
offices, 1800 Millrace Drive, Eugene, Oregon.
Please Note: Any shares of stock of the Company held in the name of fiduciaries,
custodians or brokerage houses for the benefit of their clients may only be
voted by the fiduciary, custodian or brokerage house itself--the beneficial
owner may not directly vote or appoint a proxy to vote the shares and must
instruct the person or entity in whose name the shares are held how to vote the
shares held for the beneficial owner. Therefore, if any shares of stock of the
company are held in "street names" by a brokerage house, only the brokerage
house, at the instructions of its client, may vote or appoint a proxy to vote
the shares.
<PAGE>
PERCON INCORPORATED
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. O
[ ]
PLEASE SIGN AND RETURN THIS PROXY.
The undersigned hereby appoints Michael P. Coughlin and Andy J. Storment, and
each of them, proxies with power of substitution to vote on behalf of the
undersigned all shares that the undersigned may be entitled to vote at the
annual meeting of shareholders of Percon Incorporated (the "Company") on May 27,
1999 and any adjournments thereof, with all powers that the undersigned would
possess if personally present, with respect to the following:
For Withheld For All
1. Election of Directors: All All Except
(Instructions: To withhold authority O O O
to vote for any individual, strike
a line through the nominee's name
below.) Michael P. Couglin, Andy J.
Storment, Arlen I. Prentice,
Donald K. Skinner, Dana E. Siebert
2. Transaction of any business that
properly comes before the meeting or
any adjournments thereof. A majority
of the proxies or substitutes at the
meeting may exercise all the powers
granted hereby.
(Continued and to be dated and signed on the other side.)
