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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
NEMATRON CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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.
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[ ] 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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[NEMATRON LETTERHEAD]
NEWS RELEASE
NEMATRON AND OPTIMATION TECHNOLOGY SIGN MERGER AGREEMENT
COMPANIES PLAN ROLLOUT OF GLOBAL SERVICES ORGANIZATION
ANN ARBOR, MI, NOVEMBER 14, 2000 -- Nematron Corporation (Amex: NMN), a leading
producer of PC-based industrial control solutions, today announced that
Optimation Technology, Inc. and Nematron have signed the merger agreement
following the July 10, 2000 announcement of reaching a letter of intent. The
merger will be completed subject to the satisfaction of all conditions contained
in the agreement.
Under Amex regulations, Nematron shareholders must approve the issuance
of approximately 3.1 million shares of Nematron common stock in exchange for
100% of the outstanding Optimation Technology common stock, and Nematron intends
to call a special meeting of shareholders prior to December 31 for this purpose.
Upon completion of the merger, Optimation Technology will operate as a
subsidiary of Nematron, as part of a strategic business plan to build a global
service organization focused on plant floor-to-enterprise needs in a variety of
targeted industries. Together with the recently acquired A-OK Controls
Engineering based in Auburn Hills, Michigan, Nematron will be able to offer a
large range of services that extends from control engineering and system design,
automation control software and control product support and training to
manufacturing execution systems integration and large project management. The
merger will add approximately 100 engineers and designers with a wide variety of
industry experience. Optimation Technology will provide its existing set of
ISO-9001 registered services in engineering, design and integration, along with
integration services for Nematron products. Optimation Technology will also
provide infrastructure, product and management support for Nematron services
organizations. Optimation Technology President William Pollock will continue in
his current role and provide leadership for the growing Nematron service
organization.
FOR IMMEDIATE RELEASE.......................................................more
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Nematron and Optimation Technology Complete Merger Page 2
Recognizing the need for local support, once the merger is complete
Nematron will have service centers located in multiple locations in Michigan,
New York, North Carolina and England, with plans for further geographic
expansion. Optimation Technology's headquarters, located south of Rochester, New
York will be the site for Nematron's Northeast Regional Automation Center and
the Charlotte, North Carolina office will serve as the site for the Southeast
Regional Automation Center. The Automation Centers will demonstrate vertical
industry expertise, integrated partner product offerings, and will support
regional Nematron product and partner product sales organizations. Nematron also
plans additional Nematron Automation Centers in strategic locations in North
America and Europe.
William Pollock, President of Optimation Technology, states "We have
been successful by staying current and looking ahead at integration product
offerings and technology. We have always been, and will continue to be, open to
using the best products for our client's unique needs. Nematron's leading edge
information and control station (ICS) provides open architecture - that means
open choices for our customer base. It will provide means to dramatically lower
the total cost of ownership, particularly for those in discrete manufacturing,
packaging and distribution, as well as those whose business case is pointing
toward manufacturing execution systems (MES) functionality or connectivity to
enterprise resource planning systems (ERP). For those needs, Nematron provides
extensive product platform know-how and a single service organization to
implement a true total solution. We are excited to become a part of an
organization committed to being a preferred supplier of innovative vertically
integrated control and information solutions."
Matt Galvez, Nematron's President, commented, "Optimation Technology
will double our service organization to more than 200 top-flight professionals,
add diversified industry expertise and provide ISO-9001 registered processes we
plan to roll out to other locations. The merger will serve as a template for
further expansion of our technology infrastructure to support our growing
organization. We will have a team with the energy and expertise to further
establish a world-class global service organization. And, upon completion of
this latest acquisition, we will be firmly transitioning from a pure product
company profile to a fully integrated, modern
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Nematron and Optimation Technology Complete Merger Page 3
automation and factory floor information processing partner for our customers.
The new consultative sales dimension is critical for the success of the paradigm
shift Nematron has pioneered by transitioning from PLC and PC based control to
the Information and Control Station model."
The transaction is expected to have a positive impact on earnings and
expand the sales channel for Nematron's information and controls station
solutions. Optimation Technology's revenues for 1999 exceeded $10 million.
Nematron will be filing a proxy statement and other relevant documents
concerning the merger with the United States Securities and Exchange Commission
("SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents free of charge from the SEC's
website, www.sec.gov. In addition, the proxy statement will be made available
for free to shareholders of Nematron. READ THE PROXY STATEMENT CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
The discussion in this news release includes forward-looking statements
based on current management expectations. Factors that could cause future
results to differ from these expectations include: a change in general economic
conditions or conditions in targeted markets, competitive factors (including the
introduction or enhancement of competitive products), pricing pressures, changes
in customer requirements, evolving industry standards and any additional factors
described in the Company's reports filed with the Securities and Exchange
Commission. Readers are cautioned that forward looking statements are not
guarantees of future performance, that they involve risks and uncertainties and
that actual results may differ materially from those expressed or implied by
such statements. Nematron does not intend to update these forward looking
statements.
Nematron has been setting the standard in PC-based control solutions
since the birth of the industry. Nematron is the only company that can provide a
complete and proven information
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Nematron and Optimation Technology Complete Merger Page 4
and control PC-based solution, with customers in nearly every manufacturing
industry. For additional information about Nematron, visit web site
http://www.nematron.com/.
Nematron and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed merger
with Optimation Technology. None of the Nematron directors or executive officers
has any ownership in Optimation Technology.
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