<PAGE>
================================================================================
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
SCIENTIFIC MEASUREMENT SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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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Notes:
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SCIENTIFIC MEASUREMENT SYSTEMS, INC.
2210 DENTON DRIVE, SUITE 106 . AUSTIN, TEXAS 78758
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 29, 1998
The annual meeting of the shareholders of Scientific Measurement Systems,
Inc., will be held at the Omni Hotel, 701 Brazos Street, Austin, Texas, on
Thursday, January 29, 1998, at 8:00 a.m., Central Standard Time, for the
following purposes:
1.Electing directors for the ensuing year;
2.Receiving the reports of officers; and
3.Transacting such other business as properly may come before the
meeting.
The Board of Directors has fixed the close of trading on December 29, 1997,
for the determination of the shareholders entitled to notice of and to vote at
the meeting. Transferees acquiring shares after such date will not be entitled
to vote such shares at the annual meeting, but will be provided copies of the
Company's annual report to shareholders upon request.
The annual report to shareholders for the fiscal year ended July 31, 1997,
containing financial statements, is enclosed herewith.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE SIGN THE ENCLOSED SHAREHOLDER'S PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
By order of the Board of Directors,
[SIGNATURE OF HOWARD L. BURRIS APPEARS HERE]
Howard L. Burris, President and Chief
Executive Officer
Austin, Texas
January 5, 1998
<PAGE>
SCIENTIFIC MEASUREMENT SYSTEMS, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 29, 1998
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is being solicited by the Management of the Company for
use at the Annual Meeting of Shareholders to be held on January 29, 1998, and
at any adjournment thereof. Any shareholder giving a proxy has the power to
revoke it by giving notice to the Company in writing, or in open meeting
before any vote is taken. The shares represented by the enclosed proxy (if the
proxy is properly signed and received by the Company prior to the time of the
meeting) will be voted in accordance with the instructions noted thereon or,
if no instructions are indicated, it will be voted for the election as
directors of the Management nominees named in this Proxy Statement, and for
the approval of appointment of auditors. The expense of making the
solicitation will consist of preparing and mailing the proxies and proxy
statements and the charges and expenses of brokerage houses and other
custodians, nominees, or fiduciaries for forwarding documents to security
owners. These are the only contemplated expenses of solicitation and will be
paid by the Company.
VOTING RIGHTS
The shareholders of record of the Company's outstanding $0.05 par value
common shares (the "Common Stock"), at the close of trading on December 29,
1997, are entitled to vote on matters to come before the meeting. On that
date, there were issued and outstanding 21,114,468 shares of Common Stock.
Management has no knowledge of any contemplated warrant or option exercises
and does not expect any such exercises prior to the Annual Meeting. Each share
of Common Stock is entitled to one vote on each matter submitted to vote.
ELECTION OF DIRECTORS
(Item A on Proxy Card)
CURRENT DIRECTORS
The current members of the Board of Directors are as follows:
<TABLE>
<CAPTION>
DIRECTORS POSITION WITH THE COMPANY AGE YEAR BECAME DIRECTOR
- --------- ------------------------- --- --------------------
<S> <C> <C> <C>
Howard L. Burris, Jr. ...... Director, President, Chief 48 1996
Executive Officer
Dr. Larry Secrest........... Chairman of the Board 56 1986
Burton W. Kanter............ Director 67 1985
James W. Kenney............. Director 56 1986
Phillips A. Moore .......... Director 51 1987
Dr. Thomas Prud'homme....... Director 67 1990
Nancy Woodward.............. Director 41 1995
</TABLE>
NOMINEES
In accordance with the Company's Bylaws, the Board of Directors has
established the number of directors at nine. Six of the seven current
directors, Howard L. Burris, Jr., Dr. Larry Secrest, Burton W. Kanter, James
W. Kenney, Phillips A. Moore and Dr. Thomas Prud'homme, have agreed to stand
for re-election. The Board of Directors proposes the election of all six of
the current directors who have agreed to stand for reelection thus
1
<PAGE>
resulting in the nomination of persons to fill six of the nine positions at
this meeting. The Board does not have any present intent to fill the resulting
vacancies and, therefore, does not intend to present any additional nominees
at this meeting. In addition, the Company has not been notified that any third
party intends to present nominees to fill the vacancies at this meeting.
It is intended that proxies received by the Company in response to this
solicitation will be voted in accordance with the instructions noted thereon
or, if no instructions are indicated, in favor of the election of all of the
persons named in the table set forth above to be directors of the Company for
a term of one year and until their successors are elected and qualified.
While Management has no reason to believe that any of its nominees for
director will, prior to the date of the meeting, refuse or be unable to accept
the nomination, should any person so refuse or become unable to accept, it is
the intention of the persons named in the proxy to vote for such other person
for the office of director as Management may recommend.
BACKGROUND OF NOMINEES
Howard L. Burris, Jr. has served as President and Chief Executive Officer of
the Company since October 1997. Since 1989 he has also served as the Chairman
of the Board of Applied-Machine Tool Technology, Inc., a Texas corporation
("AMTT") and is currently its principal stockholder. He purchased the assets
of AMTT's predecessor company in 1989 and has been actively involved in the
turnaround of AMTT since that time. Prior to his involvement with AMTT, Mr.
Burris worked successfully in real estate and oil and gas investments. Mr.
Burris developed and sold over 480 single family homesites at Jester Estates
in Austin, Texas; purchased and arranged permanent, fixed rate financing for a
201,500 square foot office building in California; was a working interest
partner in over 180 oil and gas properties located in Texas, Louisiana, and
West Virginia; and was a co-partner and investor in a local cable television
business. Prior to his real estate and oil and gas activities, Mr. Burris was
a director and stockholder in Bandargaz Chemical Company, Inc., which was the
Joint Venture Partner of Dow Chemical Company in Iran from 1976 until 1979.
Mr. Burris holds a Master of Business Administration Degree from the
University of Texas at Austin and a Bachelor of Arts degree in History from
Princeton University.
Dr. Larry Secrest currently serves as Chairman of the Board of the Company.
He joined the Company in January 1986 and served as its President and Chief
Executive Officer from 1986 through July 1997. Since the latter part of 1994,
Dr. Secrest also has served as Chairman of the Board of Hydrolab Corporation
and since July 1997 also serves as its President and Chief Executive Officer.
During the period from 1982 through 1985 he served as an advisor and
consultant for strategic planning and venture management; first, as owner of
Secrest & Associates from September 1982 through September 1984; and
subsequently, as a member of Ozark Research Group, from October 1984 through
December 1985. Dr. Secrest holds a B.A. from Tulane University and an M.B.A.
from the Wharton School of Business. He received an interdisciplinary Ph.D. in
Management, Business and Public Affairs from The University of Texas at Austin
in 1971. During 1971-72 he served as visiting Fulbright Research Professor at
Keio University in Tokyo, Japan.
Burton W. Kanter was elected to the Board in August 1985. Mr. Kanter is a
lawyer specializing in federal income tax matters, formerly attorney-advisor
to the Tax Court of the United States, author of numerous articles in the
field of federal income taxation and a member of the faculty of the University
of Chicago Law School. He was a partner in the Chicago law firm of Kanter &
Eisenberg from May 1979 to January 1986. Since that time, he has served as
counsel to the successor firm of Neal Gerber & Eisenberg. He is a Director of
Logic Devices, Inc., HealthCare COMPARE Corp., Walnut Financial Services,
Inc., Channel America LPTV Holdings, Inc, and Power-Cell, Inc., plus many
private companies. He is also Chairman of Chicago Holding, Inc., a private
investment company. Mr. Kanter is formerly a member of the Board of Directors
of the University of Chicago School of Biological Sciences and the Pritzker
Medical School. He is a member of the visiting Committee of the Art School of
the University of Chicago, and is presently a member of the Board of Directors
of a number of public charitable organizations, including the Museum of
Contemporary Art of Chicago, the Chicago International Film Festival, and the
Film Department of the Art Institute of Chicago.
2
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James W. Kenney was elected to the Board of Directors in March 1986. He
currently is associated with San Jacinto Securities, Inc. as Executive Vice
President and owner. From February 1992 until September 1993, he was Vice
President of Investments for Renaissance Capital, a fund manager, and from
October 1989 until February 1992, he was Executive Vice President of Capital
Institutional Services, Inc. In addition, he once served as an Executive Vice
President for a full-service securities brokerage firm that was the managing
underwriter for the initial public offering of the Company in March 1985. Mr.
Kenney also serves as a member of the Board of Directors of Consolidated
Health Care Associates, Inc., Industrial Holdings, Inc., Tecnol Medical
Products, Inc. and Tricom Corporation. Mr. Kenney received a B.B.A. in
Economics from the University of Colorado in 1964.
Phillips A. Moore was elected to the Board in January 1987, and is currently
a consultant to PRESBYNET/ECUNET, a project to develop a global
telecommunication system for churches. Until June 1991, Mr. Moore was Chairman
of PSN Corporation, Avon, Connecticut, a firm that develops and sells
comprehensive electronic communications systems to industry. Prior to that
position, Mr. Moore served as President of NWI, Inc., and as Vice President,
Product Development, for Sony Corporation. He has extensive experience in high
technology product development and marketing.
Dr. Thomas Prud'homme has been Vice President for Technology of Thermo
Instrument Systems since 1994. In addition, he currently serves on the Board
of Directors of Austin American Technology. From 1990 until March 1994, Dr.
Prud'homme was Vice President for Technology of a division of Baker, Hughes,
Inc. Dr. Prud'homme co-founded a research company 34 years ago and led the
firm through three changes in ownership to become a highly successful
instrumentation company. After teaching mathematics and physics at The
University of Texas at Austin, he was employed as Research Scientist in
applied nucleonic techniques by Magnolia Petroleum Co. (now Mobil Oil Co.).
Dr. Prud'homme is the author of 22 publications and is very active in
professional and community affairs. He serves on a number of Boards of
Directors and Advisory Committees and is an officer of a family-owned
business, Amal Oil Company. Dr. Prud'homme holds a B.S. degree in
Physics/Mathematics from Spring Hill College and M.A. and Ph.D. degrees from
The University of Texas at Austin.
BACKGROUND OF OTHER CURRENT DIRECTOR
Nancy Woodward was first elected to the Board of Directors in December 1995.
She is the founder and Chairman of the Board of Pervasive Software, Inc.
Previously, she served as Vice President and General Manager for Novell, Inc.,
a company which develops and markets databased products and software developer
support programs. Ms. Woodward also co-founded and served as President and
Chief Executive Officer of SoftCraft, Inc., a company which created and
marketed database programming tools for software developers. In 1991, Ms.
Woodward was recognized as Austin's Entrepreneur of the Year. Nancy Woodward
holds a B.S. degree in Computer Science from the University of Michigan.
OTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
All directors who are elected will hold office until the next annual meeting
of shareholders or the election and qualification of their successors;
officers serve at the pleasure of the Board of Directors. The number of
directors authorized by the Bylaws is not fewer than seven nor more than
twelve, as determined by the Board of Directors.
During the fiscal year ended July 31, 1997, the Board of Directors of the
Company met eight times. Each nominee then in office attended at least 75% of
the aggregate number of meetings of the Board of Directors, and of committees
on which each such person served, held during the Company's 1997 fiscal year.
COMMITTEES OF THE BOARD
Audit Committee
The Audit Committee is comprised of Directors Kenney (chair), Moore and
Burris, and is charged with overseeing the Company's accounting and finance
activities. The Audit Committee met four times during fiscal year 1997.
3
<PAGE>
Compensation Committee
The Compensation Committee consists of Directors Woodward (chair) and Moore.
The Compensation Committee develops and monitors the Company's management
compensation activities, including the award of stock options. The
Compensation Committee met four times during fiscal year 1997.
Finance Committee
The Finance Committee consists of Directors Prud'homme (chair), Kenney,
Kanter, Secrest and Burris. The Finance Committee met two times during fiscal
year 1997.
EXECUTIVE OFFICERS
The following information relates to executive officers of the Company who
are not directors:
<TABLE>
<CAPTION>
OFFICER POSITION WITH THE COMPANY AGE YEAR BECAME OFFICER
- ------- ------------------------- --- -------------------
<S> <C> <C> <C>
Dr. Forrest F. Hopkins.. Vice President of Research and Development 51 1979
and Secretary
Dan Matthews............ Vice President of Operations 47 1996
Matthew Gutierrez....... Vice President of Marketing and Sales 33 1997
</TABLE>
BACKGROUND OF OFFICERS
Forrest F. Hopkins, Ph.D., Vice President of Research and Development has
been a Director or a Vice President of the Company since July 1979. He chose
not to stand for reelection to the Board in 1986 to permit the addition of
other outside participants. Dr. Hopkins has extensive experience in the
development of tomographic hardware and image reconstruction algorithms. He
received a B.S. in Physics in 1969 and a Ph.D. in Physics in 1972, both from
The University of Texas at Austin.
Dan Matthews, Vice President of Operations, has extensive experience in
plant engineering, computer and field instrument manufacturing, and project
operations. In his project operations role, he gained a strong working
knowledge of international sales, sales support and project deliveries. His
most recent experience has been as Manager of World Wide Project Operations
for an Asea Brown Boveri business unit that designed, manufactured and
delivered X-Ray and Isotope gauges. Mr. Matthews has also managed a Field
Service Unit as well as Installation and Commissioning teams. Mr. Matthews
earned a Business degree from Texas Tech University in 1974 and Electrical
Engineering degree in 1982.
Matthew R. Gutierrez, Vice President of Marketing and Sales, joined the
Company in 1997. Mr. Gutierrez oversees the Company's worldwide marketing and
sales efforts, including management of its sales representatives. Before
joining the Company, Mr. Gutierrez most recently served as Vice President of
Marketing at Ross Technologies, Inc. a subsidiary of Fujitsu Ltd., which
designs, manufactures and markets high-performance semiconductors and computer
workstation/server products. Prior to joining Ross Technologies, Mr. Gutierrez
worked in a variety of engineering capacities at General Motors Corporation's
Tech Center, including test and design. Mr. Gutierrez holds a B.S. in
Electrical Engineering from GMI Engineering and Management Institute and an
M.S. in Electrical Engineering from the University of Texas at Austin.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents, as of December 1, 1997, beneficial Common
Stock ownership of (1) each of the directors and nominees owning shares Of
Common Stock of the Company; and (2) all directors, officers and nominees for
director of the Company as a group. The Company knows of no individuals who
are not directors of the Company who are beneficial owners of more than 5% of
the Company's Common Stock.
4
<PAGE>
<TABLE>
<CAPTION>
PERCENT
AMOUNT AND NATURE OF OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
- ------------------------------------ ---------------------- -------
<S> <C> <C>
Howard L. Burris, Jr. ......................... 1,944,341(2) 9.18%
Scientific Measurement Systems, Inc.
2210 Denton Drive, Suite 106
Austin, Texas 78758
Larry Secrest.................................. 1,203,160(3) 5.59%
Scientific Measurement Systems, Inc.
2210 Denton Drive, Suite 106
Austin, Texas 78758
Burton W. Kanter............................... 190,000(4) *
Neal, Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
James W. Kenney................................ 75,000(5) *
Brittany Associates
3030 Canton
Dallas, Texas 75226
Phillips A. Moore.............................. 75,000(5) *
61 Sunnybrook
Avon, Connecticut 06001
Thomas Prud'homme.............................. 75,000(5) *
Envirotech
5914 West Courtyard Drive, Suite 300
Austin, Texas 78730-5024
Nancy Woodward................................. 150,000 *
Pervasive Software, Inc.
8834 Capital of Texas Highway North,
Suite 300
Austin, Texas 78759
Forrest Hopkins................................ 564,186(6) 2.64%
Scientific Measurement Systems, Inc.
2210 Denton Drive, Suite 106
Austin, Texas 78758
Matt Gutierrez................................. -- *
Scientific Measurement Systems, Inc.
2210 Denton Drive, Suite 106
Austin, Texas 78758
Dan Matthews................................... 83,333(7) *
Scientific Measurement Systems, Inc.
2210 Denton Drive,Suite 106
Austin, Texas 78758
All Directors, Officers and Nominees as a
Group (10 persons)............................. 4,126,687 18.5%
</TABLE>
5
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- --------
* Less than 1%.
(1) Shares of Common Stock that are not outstanding but that can be acquired
by a person within 60 days upon exercise of an option or similar right are
included in the number of shares beneficially owned and in computing the
percentage for such person but are not included in the number of shares
beneficially owned and in computing the percentage for any other person.
(2) Includes shares underlying options to purchase 75,000 shares of Common
Stock, all of which are immediately exercisable.
(3) Includes shares underlying options to purchase 421,607 shares of Common
Stock, 354,940 of which are immediately exercisable, and 66,667 of which
are exercisable within the next 60 days.
(4) Includes 65,000 shares of Common Stock which are held solely as Trustee
for Hi-Chicago Trust, an irrevocable trust, as to which Mr. Kanter
disclaims any beneficial interest, and includes shares underlying options
to purchase 125,000 shares of Common Stock, all of which are immediately
exercisable.
(5) Includes shares underlying options to purchase 75,000 shares of Common
Stock, all of which are immediately exercisable.
(6) Includes shares underlying options to purchase 254,138 shares of Common
Stock, 220,804 of which are immediately exercisable, and 33,334 of which
are exercisable within the next 60 days.
(7) Includes shares underlying options to purchase 83,333 shares of Common
Stock, all of which are immediately exercisable.
6
<PAGE>
COMPENSATION
EXECUTIVE OFFICERS' COMPENSATION
The following table shows the cash compensation paid by the Company, as well
as certain other compensation, for the Company's Chief Executive Officer for
fiscal years 1997, 1996 and 1995 and for John Steude, the Company's former
Vice President of Sales for fiscal year 1997. No other officers were paid
compensation in fiscal 1997 in excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
-------------------------------------------- COMPENSATION
NAME AND OTHER ANNUAL AWARDS
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION(1) OPTIONS/SARS (#)
------------------ ---- ---------- --------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Larry Secrest........... 1997(2) $120,000 -0- $8,273 -0-
President and 1996 $ 63,631 -0- $8,273 -0-
Chief Executive Officer 1995 $ 54,608 -0- $8,787 -0-
John Steude............. 1997 $106,112 -0- -0- -0-
Vice President of Sales
</TABLE>
- --------
(1) Consists of an automobile allowance of $500 per month and group
hospitalization individual coverage.
(2) On October 13, 1997, the Board of Directors elected Howard L. Burris as
the Company's President and Chief Executive Officer. Mr. Burris receives
an annual salary of $130,000. As of September 1, 1997, Dr. Secrest's
annual salary is $50,000.
DIRECTORS' COMPENSATION
On August 26, 1996 outside directors received stock options to purchase
75,000 shares of Common Stock at the then fair market value of $.86 per share.
CERTAIN TRANSACTIONS
1. In fiscal 1997, Mr. Howard Burris transferred scanning equipment, with a
value of $85,000, to the Company in exchange for 500,000 shares of Common
Stock at $.17 per share, the fair market value of the shares on the date of
the exchange.
2. In fiscal 1995, the Company borrowed $90,000 from Mr. Howard Burris. To
evidence the loan, the Company executed unsecured promissory notes dated May
8, 1995, May 31, 1995, and June 16, 1995 in the original principal amounts of
$50,000, $30,000 and $10,000 respectively. In March 1996, such notes were
converted into 1,604,341 shares of the Company's Common Stock.
ANNUAL REPORT
The Company's 1997 Annual Report to Shareholders is being mailed to
Shareholders with this proxy statement. The Annual Report is not part of the
proxy solicitation materials.
TIMELINESS OF CERTAIN SEC FILINGS
Based on information available to it, the Company is not aware that any
officer, director or beneficial owner of 10% or more of the Company's Common
Stock failed during fiscal year 1997 to file, on a timely basis, reports
required by Section 16(a) of the Securities Exchange Act of 1934, other than
Larry Secrest, Forrest Hopkins and Gary Kofnovec (the Company's former Chief
Financial Officer), each of whom failed to file timely one Form 4, and John
Steude (the Company's former Vice President of Sales), who failed to file two
Form 4s.
7
<PAGE>
OTHER MATTERS
The Company has received no notice of any other items submitted for
consideration at the meeting and except for reports of operations and
activities by Management, which are for informational purposes only and
require no action of approval or disapproval, and consideration of the minutes
of the preceding annual meeting for approval, which may involve technical
corrections to the text where actions taken were incorrectly recorded, but
which require no action of approval or disapproval of the subject matter,
Management neither knows of nor contemplates any other business that will be
presented for action by the shareholders at the meeting. If any further
business is properly presented at the meeting, the persons named as proxies
will act in their discretion on behalf of the shareholders they represent.
The next annual meeting of shareholders is expected to be held on or about
December 10, 1998. Any shareholder proposal intended to be presented at the
next annual meeting of shareholders must be received by the Company for
inclusion in the Company's proxy materials by July 1, 1998.
Please complete, date, and sign the enclosed proxy and return it promptly in
the enclosed reply envelope. No postage is required if mailed in the United
States.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON
SOLICITED, UPON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND THE
FINANCIAL STATEMENT SCHEDULES, FOR THE FISCAL YEAR ENDED JULY 31, 1997. ANY
SUCH WRITTEN REQUEST SHOULD BE ADDRESSED TO RICHARD MCCOPPIN, CONTROLLER,
SCIENTIFIC MEASUREMENT SYSTEMS, INC., 2210 DENTON DRIVE, SUITE 106, AUSTIN,
TEXAS 78758.
By Order of the Board of Directors,
[SIGNATURE OF HOWARD L. BURRIS APPEARS HERE]
Howard L. Burris, President and Chief
Executive Officer
Austin, Texas
January 8, 1998
8
<PAGE>
SCIENTIFIC MEASUREMENT SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
P
The undersigned common stock shareholder of Scientific Measurement Systems,
Inc. acknowledges receipt of the Notice of Annual Meeting of the Company to
R be held on Thursday, January 29, 1998, and attached proxy statement, and
appoints Howard L. Burris, Jr. and Dr. Thomas Prud'homme and each of them
the attorneys of the undersigned, with power of substitution, for and in
O the name of the undersigned, to vote as proxies for the undersigned
according to the number of shares of common stock the undersigned would be
entitled to vote if then personally present at the annual meeting of
X shareholders of the Company to be held at the Omni Hotel, 701 Brazos
Street, Austin, Texas, at 8:00 a.m. Central Standard Time on said date or
at any adjournments thereof, and to vote all shares of common stock of the
Y Company held by the undersigned and entitled to be voted upon the following
matters:
1. Election of Directors, Nominees: Howard L. Burris, Jr.; Burton W.
Kanter; James W. Kenney; Phillips A. Moore; Dr. Thomas Prud'homme; Dr.
Larry Secrest.
2. See Reverse Side
You may specify your choices by marking the boxes on the reverse side, but
you do not need to mark any boxes if you want to vote as recommended by the
Company's Board of Directors. The proxies cannot vote your shares unless
you sign and return this proxy card.
See Reverse Side
<PAGE>
_____ _____
SCIENTIFIC MEASUREMENT SYSTEMS, INC. SHARES IN YOUR NAME
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
1. Election of Directors (See Reverse) For All
For Withheld Except
[_] [_] [_]
________________________
Nominee Exception
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
For Against Abstain
[_] [_] [_]
[_] Check if Change of Address.
Please sign exactly as name is registered under the plan and appears above.
Signature _____________________________________________ Date____________________
