<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
Industrial Scientific Corporation
- --------------------------------------------------------------------------------
(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)(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:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO
INDUSTRIAL SCIENTIFIC CORPORATION
ANNUAL MEETING--JUNE 10, 1998
MAY 4, 1998
Dear Shareholder:
You are invited to attend the Company's Annual Meeting of shareholders on
Wednesday, June 10, 1998, at 10:00 a.m. in the Company's headquarters building,
1001 Oakdale Road, Oakdale, Pennsylvania. The building is located at the Hankey
Farms Exit off Route 22/30 West from the Parkway, between downtown Pittsburgh
and the International Airport. It is approximately five miles from the town of
Oakdale.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
various matters to be acted upon during the meeting. Whether or not you plan to
attend the Annual Meeting, you are urged to sign, date and mail the enclosed
Proxy Card as soon as possible in the postage-paid envelope. Regardless of the
number of shares of stock in your holding, it is important that your shares be
represented. If you attend the Annual Meeting, you may withdraw your proxy and
vote in person.
Admission to the meeting will be by Admission Card. If you plan to attend,
please check the box that indicates you plan to attend the meeting before
mailing the Proxy Card. This will enable us to expedite your admittance and
help with the meeting preparations. If your shares are not registered in your
own name and you would like to attend the Annual Meeting, please ask the
broker, trust, bank or other nominee that holds your shares to provide you with
evidence of your share ownership. This will enable you to gain admission to the
meeting.
The Annual Meeting gives us an opportunity to review results, get acquainted
and present other material that may give you more knowledge about the Company.
Your interest in Industrial Scientific Corporation is greatly appreciated. On
behalf of the Directors, Management and Employees, I hope you will be able to
join us on Wednesday, June 10.
Sincerely,
/s/ Kenton E. McElhattan
Kenton E. McElhattan
Chairman of the
Board of Directors
<PAGE>
INDUSTRIAL SCIENTIFIC CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 10, 1998
The 1998 Annual Meeting of the shareholders of Industrial Scientific
Corporation, a Pennsylvania corporation (the "Company'), will be held at the
Company headquarters, Oakdale, Pennsylvania, on Wednesday, June 10, 1998, at
10:00 a.m., Eastern daylight time, for the following purposes:
1. To elect five Directors of the Company, each to serve until the
Company's next annual meeting; and
2. To transact such other business as may properly be brought before
the meeting.
The Board of Directors has fixed the close of business on April 17, 1998, as
the record date for determining shareholders entitled to notice of and to vote
at the Annual Meeting.
A copy of the Company's Annual Report for the year ended January 31, 1998,
is being mailed herewith to each shareholder.
Please sign, date and return the enclosed Proxy Card in the postage-paid and
addressed envelope provided. If you plan to attend, please check the Proxy
Card in the space provided. This will assist us with meeting preparations and
will enable us to expedite your admittance. If your shares are not registered
in your own name and you would like to attend the meeting, please ask the
broker, trust, bank or other nominee which holds your shares to provide you
with evidence of your share ownership, which will enable you to gain admission
to the meeting.
By Order of the Board of Directors
/s/ Patricia L. Gerney
Patricia L. Gerney, Secretary
1001 Oakdale Road
Oakdale, PA 15071
May 4, 1998
<PAGE>
PROXY STATEMENT
This proxy statement is being mailed to the shareholders of Industrial
Scientific Corporation, a Pennsylvania corporation (the "Company"), on or
about May 4, 1998, in connection with the solicitation by the Board of
Directors of the Company (sometimes referred to herein as the "Board") of
proxies to be voted at the Annual Meeting of shareholders to be held at 10:00
a.m., Eastern daylight time, on Wednesday, June 10, 1998, at the Company
headquarters, Oakdale, Pennsylvania, and any adjournments thereof. Proxies are
revocable until exercised, but under Pennsylvania law such revocation is not
effective until notice thereof has been given to the Secretary of the Company
at its principal executive office, 1001 Oakdale Road, Oakdale, Pennsylvania
15071, or at the 1998 Annual Meeting. A copy of the Company's Annual Report to
shareholders for the year ended January 31, 1998, is being furnished with this
proxy statement.
The Board of Directors has fixed the close of business on April 17, 1998, as
the record date (the "Record Date") for determining shareholders entitled to
vote at the meeting.
On the Record Date the Company had outstanding 3,376,307 shares of Common
Stock, par value $.01 per share (the "Common Stock"). Each holder of record of
Common Stock at the close of business on the Record Date is entitled to one
vote for each share held.
VOTE REQUIRED
Directors are elected by a plurality of the votes cast by the shareholders.
Abstentions and broker non-votes have no effect on the election of Directors.
Broker non-votes as to any matter are shares held by brokers and other
nominees which are voted at the meeting on matters as to which the nominee has
discretionary authority, but which are not voted on the matter in question
because the nominee does not have discretionary voting authority as to such
matter.
ELECTIONS OF DIRECTORS
On March 10, 1998, the Board increased the stated number of directors and
elected Thomas M. Thompson as a director. Effective upon conclusion of the
Annual Meeting of the Shareholders to be held June 10, 1998, James D. Morton
will retire after 13 years of service as a director. The Board of Directors,
acting pursuant to the Bylaws of the Company, has determined that the number
of directors constituting the full Board of Directors immediately following
the Annual Meeting shall be five.
The Board of Directors of the Company has nominated five persons for
election as Directors to serve until the next annual meeting of shareholders
and their successors are elected and qualified.
Proxies are solicited in favor of these nominees and will be voted for them
unless otherwise specified. If a nominee becomes unable or unwilling to serve
as a Director, it is intended that the proxies will be voted for the election
of such other person, if any, as shall be designated by the Board of
Directors.
NOMINEES FOR DIRECTOR
Set forth below is certain information, including business experience during
the past five years, concerning each of the nominees for Director. Each of the
nominees has agreed to serve if elected.
Kenton E. McElhattan, age 75, has been a Director and Chairman of the Board
of the Company since January 1985. Prior to 1985, he was the Chief Executive
Officer of National Mine Service Company. Kenton E. McElhattan is the father
of Kent D. McElhattan.
Kent D. McElhattan, age 49, has been a Director, President and Chief
Executive Officer of the Company since January 1985. Prior to 1985, he was
Vice President and General Manager of the Industrial Safety Division of
National Mine Service Company, the predecessor to the Company.
1
<PAGE>
Herbert F. Gerhard, age 68, has been a Director of the Company since 1985.
He retired in May 1995 as President and Chief Executive Officer of National
Mine Service Company. He had served in this position since 1985.
Thomas M. Thompson, age 55, has been a Director of the Company since March
1998. Mr. Thompson has been a shareholder in the law firm of Buchanan
Ingersoll Professional Corporation since 1980.
Donald J. McGraw, M.D., M.P.H., age 54 has been a Director of the Company
since 1995. Dr. McGraw currently serves as Executive Medical Director, UPMC
Work Partners in Pittsburgh, PA. He is also Associate Professor of
Occupational and Environmental Medicine, and Clinical Instructor, Internal
Medicine at the University of Pittsburgh School of Medicine and Public Health,
and a member of the Attending Staff. Dr. McGraw serves as a director for
numerous medical and health-related organizations.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE ABOVE-NAMED NOMINEES. PROXIES SOLICITED HEREBY WILL BE
VOTED FOR ALL FIVE NOMINEES UNLESS THE SHAREHOLDERS SPECIFY OTHERWISE IN THEIR
PROXIES.
RETIRING DIRECTOR
James D. Morton, age 70, has been a Director of the Company since 1985. Mr.
Morton has been a shareholder in the law firm of Buchanan Ingersoll
Professional Corporation since 1980.
ACTIVITIES AND FUNCTIONS OF THE BOARD OF DIRECTORS
During fiscal year 1997 the Board of the Company held five meetings. Each of
the Directors attended all of the meetings of the Board and of committees of
the Board on which he served.
The members of the Audit Committee are Messrs. Kenton E. McElhattan,
Chairman, Herbert F. Gerhard, James D. Morton and Donald J. McGraw. The Audit
Committee's duties include recommending to the Board of Directors the
selection of independent accountants to audit the Company's financial records,
reviewing the overall approach followed by the independent auditors and such
further actions as it deems necessary to insure the integrity of the Company's
published financial statements. The Audit Committee held two meetings during
fiscal year 1997.
The members of the Compensation Committee are Directors James D. Morton,
Chairman, Kenton E. McElhattan, Herbert F. Gerhard and Donald J. McGraw. The
committee's duties are (1) to provide overall guidance for officer
compensation policies; (2) to establish guidelines for the Key Managers
Incentive Plan; and (3) to administer the Company's 1993 Stock Option Plan.
The Compensation Committee held one meeting during fiscal year 1997.
The Company does not have a standing nominating committee. The full Board of
Directors is responsible for the evaluation and recommendation of qualified
nominees, as well as other matters pertaining to Board composition and size.
The Board will give appropriate consideration to persons recommended by
shareholders in accordance with the Company's Bylaws.
Nominations for Directors at the Annual Meeting, other than those made by or
on behalf of the Board of Directors, must be submitted in writing and received
by the Chairman of the Board of Directors of the Company at least 60 days
prior to the anniversary date of the immediately preceding annual meeting
(April 10, 1999, in case of the 1999 Annual Meeting), and must comply with
certain other requirements as set forth in the Bylaws of the Company, a copy
of which may be obtained upon written request to the Secretary of the Company
at 1001 Oakdale Road, Oakdale, Pennsylvania 15071.
2
<PAGE>
BENEFICIAL OWNERSHIP OF EQUITY SECURITIES
The following table sets forth information, as of April 17, 1998, concerning
the number of shares of Common Stock of the Company, including shares of
Common Stock as to which a right to acquire beneficial ownership exists (for
example, through the exercise of stock options, or various trust arrangements)
within the meaning of Rule 13d-3(d)(1) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), of: (i) each shareholder known to the Company
to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock; (ii) each nominee and Director, (iii) all executive officers of the
Company named in the Summary Compensation Table on page 7 hereof (the "Named
Executive Officers") and (iv) all Directors and executive officers as a group.
NUMBER OF SHARES OF COMMON
STOCK BENEFICIALLY OWNED
AS OF APRIL 17, 1998
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES OUTSTANDING
BENEFICIALLY COMMON STOCK
OWNED OWNED(1)
------------ ------------
<S> <C> <C>
Kenton E. McElhattan (2)............................. 1,434,360 42.5%
Florence L. McElhattan (3)........................... 1,434,360 42.5%
Kent D. McElhattan (4)............................... 1,013,690 30.0%
James P. Hart (5).................................... 4,607 --
Garth F. Miller (6).................................. 3,633 --
Herbert F. Gerhard (7)............................... 1,500 --
James D. Morton (8).................................. 2,000 --
Donald J. McGraw (9)................................. 3,150 --
Thomas M. Thompson (10).............................. 2,000 --
All Directors and executive officers as a group (8
persons)............................................ 2,464,940 73.0%
</TABLE>
- --------
1. Percentages of less than one percent are omitted.
2. Includes 750,000 shares held by Mr. McElhattan's wife, Florence L.
McElhattan, and 14,400 shares held in the Industrial Scientific Corporation
Foundation, as to which beneficial ownership is disclaimed. Also includes
1,000 shares which would be outstanding upon the exercise of immediately
exercisable stock options.
3. Includes 668,960 shares beneficially owned by Mrs. McElhattan's husband,
Kenton E. McElhattan, as to which beneficial ownership is disclaimed.
4. Includes 2,000 shares owned by Mr. McElhattan's wife, 113,780 shares held
by various family trusts as to which Kent D. McElhattan serves as trustee,
14,400 shares held in the Industrial Scientific Corporation Foundation and
4,640 shares held by one of Mr. McElhattan's children, all as to which Mr.
McElhattan disclaims beneficial ownership. Also includes 1,940 shares which
would be outstanding upon the exercise of immediately exercisable stock
options.
5. Includes 450 shares owned by spouse as to which beneficial ownership is
disclaimed. Also includes 1,970 shares which would be outstanding upon the
exercise of immediately exercisable stock options.
6. Includes 1,200 shares owned by spouse as to which beneficial ownership is
disclaimed. Also includes 1,965 shares which would be outstanding upon the
exercise of immediately exercisable stock options.
7. Includes 500 shares owned by spouse as to which beneficial ownership is
disclaimed. Also includes 1,000 shares which would be outstanding upon the
exercise of immediately exercisable stock options.
3
<PAGE>
8. Includes 1,000 shares which would be outstanding upon the exercise of
immediately exercisable stock options.
9. Includes 1,000 shares which would be outstanding upon the exercise of
immediately exercisable stock options.
10. Includes 1,000 shares which would be outstanding upon the exercise of
immediately exercisable stock options.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
James D. Morton and Thomas M. Thompson, who are members of the Board of
Directors of the Company, are shareholders in the law firm of Buchanan
Ingersoll Professional Corporation, Pittsburgh, Pennsylvania, which serves as
counsel to the Company.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following summary compensation table sets forth the compensation
awarded, accrued or paid for each of the Named Executive Officers as of
January 31, 1998, for services rendered in all capacities during the fiscal
year ended January 31, 1998, and for the previous two years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
----------------- --------------------
AWARDS
-------
STOCK ALL OTHER
SALARY BONUS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) $(1)(2) # (3)($)
- --------------------------- ---- -------- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Kent D. McElhattan................. 1997 $172,000 $272,527 N/A $18,116
Chief Executive Officer 1996 $164,920 $258,655 N/A $19,140
1995 $160,000 $286,494 N/A $20,220
James P. Hart...................... 1997 $124,950 $80,405 N/A $9,806
Chief Financial Officer 1996 $119,035 $59,988 N/A $11,350
1995 $112,075 $58,500 N/A $11,326
Garth F. Miller.................... 1997 $132,230 $85,064 N/A $12,961
Vice President of Sales and Service 1996 $127,675 $63,651 N/A $11,685
1995 $118,350 $61,755 N/A $11,895
</TABLE>
- --------
(1) Mr. McElhattan's bonus is calculated as a percentage of sales above the
Company's break-even sales level.
(2) Mr. Hart's and Mr. Miller's bonuses are calculated based upon the
Company's increase in gross sales over the prior fiscal year and return on
gross assets.
(3) Includes Company contributions under the Company's Profit Sharing Plan and
premiums on life insurance policies.
OPTION/SAR EXERCISES AND HOLDINGS
The following table presents information with respect to the Named Executive
Officers concerning the exercise of options and/or SARs during the fiscal year
ended January 31, 1998, and unexercised options held by such individuals as of
January 31, 1998.
4
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION/SAR
VALUE
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
VALUE REALIZED NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES (MARKET PRICE AT UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON EXERCISE DATE LESS OPTIONS AT FY-END (#) FY-END ($)
NAME EXERCISE (#) OPTION PRICE) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------ ------------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Kent D. McElhattan...... 1,000 5,000 1,940/0 9,700/0
James P. Hart........... 0 0 1,970/0 9,850/0
Garth F. Miller......... 0 0 1,965/0 9,825/0
</TABLE>
DIRECTORS' COMPENSATION
Directors who are not officers or employees of the Company receive, for all
services as Directors, remuneration of $6,000 per year plus $600 per meeting
for attendance at committee meetings and regular and special meetings of the
Board, and are reimbursed for their travel expenses for attendance at all such
meetings. Directors who serve as chairman of a committee of the Board receive
an additional $600 annually. In addition, each Director who is not an officer
or employee of the Company is granted options to purchase 1,000 shares of
Common Stock of the Company upon initial election or appointment to the Board.
Directors who are also officers or employees of the Company do not receive
directors' fees or any additional remuneration for so serving.
Mr. Kenton E. McElhattan as Chairman of the Board of Directors received an
annual fee of $96,000 and is provided the use of a Company car.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation.
OVERALL POLICY
The Compensation Committee of the Board (the "Committee") was established in
May 1993. The Committee is composed entirely of non-employee directors. It is
responsible for oversight and administration of executive compensation. Its
duties include performing an annual review of the Company's compensation
program. In so doing, the Committee is to take into account achievement of
corporate and individual objectives, and the overall effectiveness of the
program.
ANNUAL COMPENSATION
The Committee reviews and approves base salary levels for each officer by
evaluating the Company and individual performance with input from the Chief
Executive Officer. Historically, the Company has relied upon a Business Plan
submitted by the Chief Executive Officer and the Board of Directors'
collective knowledge of the industry, business of the company and functions
that executives perform in making compensation decisions. In 1997, the base
salary levels for Named Executive Officers, other than the Chief Executive
Officer, were determined by adjusting their 1996 salaries in accordance with
this procedure. Base salary increases were awarded to recognize individual
initiatives and contributions toward the Company's overall strong revenue
levels during fiscal year 1996.
Executive officers are also eligible for annual variable compensation
awards. The awards are based solely on the achievement by the Company of pre-
established performance goals. In 1997, annual bonuses for the Named Executive
Officers were based upon the Company's increase in gross sales and return on
gross assets.
5
<PAGE>
STOCK OPTION PLAN
In May of 1993, the Company adopted its 1993 Stock Option Plan (the "Stock
Option Plan"). The Stock Option Plan permits the grant of incentive stock
options and nonstatutory options. The option price for stock options granted
under the Stock Option Plan may not be less than 100% of the market price on
the date of the grant. Because stock options are not discounted below the
market price, the options provide senior executives the opportunity for only
appreciation in stock price. In connection with the Company's initial public
offering, incentive stock options were issued to all permanent full-time
employees at the initial public offering price. The option grants reflect the
Committee's desire to reward its employees for the success of the Company, to
encourage the Named Executive Officers to remain in the employ of the Company,
and to align their interests with the interests of the Company's shareholders
following the initial public offering. The determination of the number of
options awarded was based on the subjective recommendations of management and
the Company's Board of Directors and the judgment of the Committee as to what
was appropriate under the circumstances. Since the initial public offering,
the Committee has granted incentive stock options to all newly hired full-time
employees. No options were granted to any of the Named Executive Officers in
fiscal year 1997.
1997 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
The 1997 base salary for the Chief Executive Officer was increased in the
same proportion as the other Named Executive Officers in recognition of the
CEO's contributions to the Company's overall strong revenue levels during
fiscal year 1996 and for leading the Company in its attainment of certain pre-
established goals. The Chief Executive Officer has an Incentive Plan that is
calculated based upon a percentage of sales increase above the break-even
sales level. No changes were made in 1997 to the Incentive Plan for the
President and CEO.
Respectfully submitted by the Compensation Committee of the Board of
Directors.
James D. Morton, Chairman
Herbert F. Gerhard
Donald J. McGraw
Kenton E. McElhattan
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee members are Kenton E. McElhattan, Herbert F.
Gerhard, James D. Morton and Donald J. McGraw. Mr. McElhattan is a former
officer of the Company. Mr. Morton is a shareholder of the law firm of
Buchanan Ingersoll Professional Corporation, which serves as counsel to the
Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of the Common Stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's knowledge, based solely upon
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, the Company's officers,
directors and greater than 10% shareholders complied with all Section 16(a)
filing requirements applicable to them, except that Mr. Kent D. McElhattan
inadvertently failed to file a Form 4 in a timely manner to report an exercise
of a stock option on January 30, 1998. A Form 4 reporting this transaction has
been filed.
6
<PAGE>
COMPANY PERFORMANCE
In accordance with requirements of the Securities and Exchange Commission,
the following line graph presents a comparison of the shareholder returns
(including reinvestment of dividends) with the NASDAQ Market Index and a
market capitalization weighted index of peer companies for a period from June
30, 1993, (the date Company's Common Stock began to publicly trade) to January
31, 1998. The peer company group consists of the following companies:
Safetytek Corp.; Vallen Corporation; Mine Safety Appliance Company;
International Sensor Tech Inc.; and Sentex Sensing Technologies.
COMPARISON OF 43 MONTH CUMULATIVE TOTAL RETURN*
AMONG INDUSTRIAL SCIENTIFIC CORPORATION, THE NASDAQ STOCK MARKET-US INDEX AND
A PEER GROUP
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
INDUSTRIAL NASDAQ
Measurement period SCIENTIFIC PEER STOCK
(Fiscal year Covered) CORPORATION GROUP MARKET (U.S.)
- --------------------- ----------- ----- -------------
<S> <C> <C> <C>
Measurement PT -
6/30/93 $100 $100 $100
FYE 1/31/94 $167.57 $102.37 $113.92
FYE 1/31/95 $110.81 $ 99.88 $108.68
FYE 1/31/96 $ 94.59 $124.56 $153.59
FYE 1/31/97 $ 90.54 $136.99 $201.35
FYE 1/31/98 $114.23 $142.34 $238.13
</TABLE>
*$100 INVESTED ON 6/30/93 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JANUARY 31.
7
<PAGE>
AUDITORS
The Board of Directors of the Company, following the recommendation of the
Audit Committee, has selected Coopers & Lybrand L.L.P. as the independent
certified public accountants to examine the financial statements of the
Company and its subsidiaries for fiscal year 1998. One or more representatives
of Coopers & Lybrand L.L.P. will be present at the 1998 Annual Meeting with
the opportunity to make a statement if they desire to do so. It is expected
that such representatives will be available to respond to appropriate
questions.
PROPOSALS OF SECURITY HOLDERS FOR CONSIDERATION AT THE
1999 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals for the 1999 Annual Meeting of the shareholders of the
Company must be submitted to the Company, in care of the Secretary, 1001
Oakdale Road, Oakdale, Pennsylvania 15701, on or before January 3, 1999, in
order to be considered for inclusion in the 1999 proxy statement.
PROXY SOLICITATION
The expenses of soliciting proxies will be paid by the Company, which will
also reimburse banks, brokerage houses and other persons holding stock in
their names, or in the names of nominees, for their expenses in sending proxy
material to principals and obtaining their proxies. Some of the officers and
other regular employees of the Company may solicit proxies personally, by
telephone and by mail if deemed appropriate.
OTHER BUSINESS
As far as is known, no matters other than the matters herein above mentioned
will come before the 1998 Annual Meeting. However, if any other matters should
properly come before the 1998 Annual Meeting, it is the intention of the
persons named in the enclosed proxy to vote in accordance with their judgment
for the best interests of the Company.
8
<PAGE>
Industrial Scientific Corporation
1001 Oakdale Road
Oakdale, PA 15071
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS, JUNE 10, 1998
The undersigned hereby appoints James P. Hart and Patricia L. Gerney, and
each or any of them, attorneys and proxies with full power of substitution, to
represent the undersigned and to vote all shares of Industrial Scientific
Corporation (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company to be held at 1001 Oakdale Road,
Oakdale, Pennsylvania on Wednesday, June 10, 1998, at 10:00 a.m., or at any
adjournments or postponements thereof. The above named proxies are hereby
instructed to vote as shown on the reverse side of this card.
(Continued on reverse side)
/\ FOLD AND DETACH HERE /\
<PAGE>
Please mark
your vote as X
indicated in
this example
1. To elect 5 directors to serve on the Company's Board of Directors until the
next annual meeting and their successors are duly elected and qualified and
FOR all WITHHOLD
nominees listed AUTHORITY
(except as to vote for all
marked to the nominees listed
contrary)
[_] [_]
NOTE: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.
Kenton E. McElhattan; Kent D. McElhattan; Herbert F. Gerhard;
Thomas M. Thompson; and Donald J. McGraw.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
If you plan to attend the Annual Meeting,
please indicate by checking this box.
This Proxy, when properly executed, will be voted in the
manner directed by the undersigned. If no directors is made, this Proxy will be
voted FOR all director nominees.
PLEASE MARK, DATE AND SIGN THIS PROXY BELOW AND
RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
DATED:____________________________________________________________________, 1998
________________________________________________________________________________
Signature
________________________________________________________________________________
Signature
NOTE: Please sign exactly as name appears above. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporation name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
/\ FOLD AND DETACH HERE /\
