SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by 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 Rule 14a-11 or Rule 14a-12
MRS Technology, Inc.
- ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(Name of Person Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(12)(ii), 14a-6(I)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each part to the controversy pursuant to Exchange
Act Rule 14a-6(I)(3).
[ ] 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 transactions:.....
5) Total fee paid:.......................................
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid:...............................
2) Form, Schedule or Registration Statement No.:.........
3) Filing party:.........................................
4) Date Filed:...........................................
PAGE
<PAGE>
MRS TECHNOLOGY, INC.
10 Elizabeth Drive
Chelmsford, MA 01824
Notice of Annual Meeting of Stockholders
to be held on July 31, 1996
The Annual Meeting of Stockholders of MRS Technology, Inc. will
be held on Wednesday, July 31, 1996, at 10:00 a.m. at the Bank of
Boston auditorium, 150 Royall Street, Canton, Massachusetts for
the following purposes:
1. To elect one person to the Board of Directors to serve as Class I
Director for a three-year term.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as auditors
for the fiscal year ending March 31, 1997.
3. To transact such other business as may properly come before the
meeting or any adjournment of it.
Stockholders of record on June 3, 1996 will be entitled to notice of
and to vote at the meeting.
By Order of the Board of Directors
June 19, 1996 John L. Steele, Jr., Secretary
Stockholders are requested to sign the enclosed proxy and return it in
the envelope provided. Please do this even if you expect to attend
the Meeting.
<PAGE>
<PAGE>
MRS TECHNOLOGY, INC.
10 Elizabeth Drive
Chelmsford, MA 01824
PROXY STATEMENT
Annual Meeting of Stockholders
Wednesday, July 31, 1996
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of MRS Technology, Inc. ("MRS" or the
"Company"), 10 Elizabeth Drive, Chelmsford, MA 01824, of proxies to be
voted at the Annual Meeting of Stockholders of MRS Technology, Inc. to
be held at 10:00 a.m. on Wednesday, July 31, 1996 at the Bank of
Boston auditorium, Blue Hills Office Park, 150 Royall Street, Canton,
Massachusetts, and at any adjournments thereof, for the purposes
stated in the accompanying Notice of Meeting.
Any person giving a proxy may revoke it at any time prior to its being
voted by filing written notice with the Secretary of MRS, by executing
and delivering a proxy bearing a later date, or by attending the
meeting and voting in person. If the proxy is properly executed and
is not revoked, it will be voted at the meeting in the manner
specified. If no instructions are specified, the shares represented
by the proxy will be voted for the election of the one nominee for
director listed below and for the approval of Item 2 in the Notice of
Meeting.
The Annual Report of MRS for the fiscal year ended March 31, 1996 and
this Proxy Statement were first distributed or mailed to stockholders
on or about June 19, 1996.
Solicitation
MRS will bear the entire cost of preparing, assembling, copying and
mailing the Proxy Statement, the proxy, and any additional material
which may be furnished to stockholders. Further solicitation of
proxies may be made by telephone or oral communication. Brokers,
custodians and fiduciaries in whose names Common Stock is held will be
requested to forward Proxy soliciting material to the beneficial
owners of such stock and the Company will reimburse them for this
service.
Voting Securities
The Company's Common Stock, par value $0.01 per share, is the only
class of voting securities outstanding and entitled to be voted at the
Annual Meeting. Holders of record of Common Stock on June 3, 1996 are
entitled to notice of and to vote at the Annual Meeting. At the close
of business on June 3, 1996, there were outstanding 6,690,537 shares
of Common Stock. Each share is entitled to one vote, with no
cumulative voting. A majority in interest of all capital stock
entitled to vote constitutes a quorum.
<PAGE>
Votes Required
The affirmative vote of the holders of a majority of the shares of
Common Stock present or represented by proxy at the Meeting and voting
on a matter is required for the election of the director and the
approval of each of the other matters to be voted upon.
Shares of Common Stock represented by executed proxies received by the
Company will be counted for purposes of establishing a quorum at the
Meeting. Accordingly, broker non-votes (if the broker has voted on
any item before the meeting), and proxies that withhold authority to
vote for election as a director or that reflect abstentions will be
deemed present for the purposes of determining the presence of a
quorum for the transaction of business. Broker non-votes will have no
effect on the outcome of the voting on any proposals. Abstentions
will have the effect of a vote against such proposals.
SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information as of June 3, 1996
with respect to the beneficial ownership of the Common Stock by (I)
each person known to the Company to own of record or beneficially more
than 5% of the voting securities of the Company, (ii) those persons
listed in the Summary Compensation Table below, (iii) each director
and nominee for director of the Company, and (iv) all present
executive officers and directors of the Company as a group. As of
June 3, 1996, 6,690,537 shares of Common Stock were outstanding.
<TABLE>
<CAPTION>
Amount and
Nature of
Name and address of Beneficial Percent of
Beneficial Owner Ownership (1) Class
_________________________ _____________ ______________
<S> <C> <C>
Dainippon Screen Mfg. Co., Inc. 599,070 8.95%
Teranouchi-Agaru 4-chome
Horikawa Dori, Kamikyo-ku,
Kyoto 602, JAPAN
<S> <C> <C> <C>
Griffith L. Resor, III (2) 168,194 2.48%
Robert P. Schechter (3) 17,666 0.26%
Bennett F. Moore (4) 15,000 0.22%
S. Russel Craig (5) 15,000 0.22%
Ronald K. Haigh (6) 15,000 0.22%
John C. Plummer (7) 54,992 0.82%
James D. McKibben (8) 61,316 0.91%
Richard E. Waltz (9) 34,227 0.51%
William C. Schneider (10) 102,651 1.52%
All officers and (11) 693,530 9.78%
directors as a group
(13 Persons) (2) through (11)
</TABLE>
<PAGE>
(1) Unless otherwise indicated in these footnotes, each stockholder
has sole voting and investment power with respect to the shares
beneficially owned.
(2) Includes 86,167 shares issuable upon exercise of an option held by
Mr. Resor, a director of the Company, which option is exercisable
within 60 days after June 3, 1996.
(3) Includes 16,666 shares issuable upon exercise of an option held by
Mr. Schechter, a director of the Company, which option is exercisable
within 60 days after June 3, 1996.
(4) Includes 15,000 shares issuable upon exercise of an option held by
Mr. Moore, a director of the Company, which option is exercisable
within 60 days after June 3, 1996.
(5) Includes 15,000 shares issuable upon exercise of an option held by
Mr. Craig, a director of the Company, which option is exercisable
within 60 days after June 3, 1996.
(6) Includes 15,000 shares issuable upon exercise of an option held by
Mr. Haigh, a director of the Company, which option is exercisable
within 60 days after June 3, 1996.
(7) Includes 21,666 shares issuable upon exercise of option held by
Mr. Plummer, an officer of the Company, which is exercisable within 60
days after June 3, 1996.
(8) Includes 60,000 shares issuable upon exercise of option held by
Mr. McKibben, an officer of the Company, which is exercisable within
60 days after June 3, 1996.
(9) Includes 33,722 shares issuable upon exercise of option held by
Mr. Waltz, an officer of the Company, which is exercisable within 60
days after June 3, 1996.
(10) Includes 46,916 shares issuable upon exercise of option held by
Mr. Schneider, an officer of the Company, which is exercisable within
60 days after June 3, 1996.
(11) Includes 89,539 shares issuable upon exercise of options held by
certain other executive officers (other than Messrs. Resor, McKibben,
Plummer, Waltz and Schneider, whose exercisable options are identified
above) upon exercise of options which are exercisable within 60 days
after June 3, 1996. A certain officer disclaims beneficial ownership
as to 266 shares of Common Stock owned by a family member.
<PAGE>
Item 1. Election of Directors
Section 50A of Chapter 156B of the Massachusetts General Laws provides
for a Board of Directors of such number, to be fixed by the directors,
as is a multiple of three, serving staggered three-year terms.
Currently, the Board of Directors consists of one Class I Director,
two Class II Directors and two Class III Directors, whose terms will
expire in 1996, 1997 and 1998, respectively. A vacancy was created in
Class I by the resignation in November of 1995 of Uwe Reinert, a
director since 1993. This vacancy is not being filled at this time.
At the 1996 Annual Meeting, the stockholders will elect one Class I
Director, Robert P. Schechter, whose term will extend until the 1999
Annual Meeting. The Board of Directors has recommended the following
nominee, who is currently a director, to fill the Class I Director
position. The nominee, if elected, will hold office for a three-year
term until the 1999 Annual Meeting of Stockholders and until his
successor is elected and qualified. If for any reason the nominee
should become unavailable for election, the person named in the proxy
may vote the proxy for the election of a substitute. However, the
nominee has consented to serve as a director if elected and the Board
of Directors has no reason to believe that the nominee will become
unavailable for election.
Robert P. Schechter, 47, joined Natural MicroSystems Corporation as
President and Chief Executive Officer in April 1995. From 1987 to
December 1994, he was at Lotus Development Corporation, most recently
as Senior Vice President, International Business Group. From 1973 and
until he joined Lotus, Mr. Schechter was associated with Coopers &
Lybrand, most recently as a Partner and Northeast Regional Chairman of
Coopers & Lybrand's High Technology Industry Group. Mr. Schechter is
a director of Groundwater Technology, Inc. and Natural MicroSystems
Corporation.
Vote Required
The affirmative vote of the holders of a majority of votes cast at the
meeting is required for the election of directors. Unless authority is
withheld, it is the intention of the persons voting under the enclosed
proxy to vote such proxy in favor of the election of Mr. Schechter as
a Class I Director.
<PAGE>
The following table sets forth certain information about those
Directors of the Company:
<TABLE>
<CAPTION>
Term of
Position Office
Director with the Director will
Name (Age) Since Company Class Expire
_____________________ ____ ________ ____ ____
<S> <C> <C> <C> <C>
Robert P. Schechter (47) 1988 Director I 1996
S. Russel Craig (49) 1994 Director II 1997
Bennett F. Moore (45) 1994 Director II 1997
Ronald K. Haigh (61) 1994 Director III 1998
G. L. Resor,III (55) 1986 President, III 1998
Chief Executive Officer
and Director
</TABLE>
S. Russel Craig joined Andersen Consulting, a management and
technology consulting firm, as a partner in January 1995. From 1987
to October 1991, he was at Arthur D. Little, Inc., where he was
appointed Vice President in 1989. In November 1991 he went to Digital
Equipment Corporation as Corporate Manager, Management and Information
Systems Consulting Services, before rejoining Arthur D. Little, Inc.
in November 1992 as a Vice President. Mr. Craig was a director of
Chipsoft, Inc. (CSFT) from December 1990 until the acquisition of
Chipsoft by Intuit, Inc. in December 1993.
Bennett F. Moore has been President of Meggitt USA, Inc., a subsidiary
of Meggitt PLC of the UK, since March 1993. He joined Meggitt in 1986
and has held several positions in the UK and USA, most recently until
March, 1993 as Managing Director of Meggitt's US Aerospace division.
Ronald K. Haigh has been a Director of MRS since September 1994 and an
independent manufacturing technology consultant since July 1994. From
1988 to June 1994, he was at Summit Technology, a manufacturer of
laser-based surgery systems, most recently as Vice President,
Manufacturing.
Griffith L. Resor III, has been President and a Director of MRS since
it was formed on February 21, 1986. Prior to forming MRS, Mr. Resor
served in various product development and management positions at GCA
Corporation, most recently as Vice President and General Manager of
New Products.
<PAGE>
Other Information About The Board And Its Committees
The Board of Directors met seven times in fiscal 1996. Each Director
attended at least 75%, with the exception of Dr.Reinert with 0%
participation, of the aggregate of the total number of such meetings
of the Board of Directors and the total number of meetings held by all
committees on which the individual Director served.
During fiscal 1996, the Audit Committee of the Board of Directors
consisted of Messrs. Schechter and Moore. The Audit Committee met
once in fiscal 1996. The functions of the Audit Committee include:
(1) making recommendations to the Board of Directors with respect to
the engagement of the Company's independent auditors; (2) reviewing
the audit plans developed by the independent auditors for the annual
audit of the Company's books and records and the results of such
audit; (3) reviewing the annual financial statements; (4) reviewing
the professional services provided by the independent auditors and the
auditors' independence; and (5) reviewing the adequacy of the
Company's system of internal controls and the response to management
letters issued by the independent auditors.
During fiscal 1996, the Compensation Committee consisted of Messrs.
Schechter and Craig. The Compensation Committee completed five
actions by consent in fiscal 1996. The Compensation Committee
considers and, when appropriate, makes recommendations to the Board of
Directors regarding employee and Director compensation (including
stock compensation) matters.
The Board of Directors does not have a Nominating Committee or
committee performing a similar function.
Director's Compensation
Directors do not receive cash compensation for services on the Board
of Directors or any committee thereof. As compensation for service as
a Director, each non-employee Director, upon election to the Board, is
entitled to receive an automatic stock option grant pursuant to the
Company's 1994 Stock Option Plan for Non-Employee Directors (the "1994
Plan"). During fiscal 1996, one non-employee director received an
automatic grant of options under the 1994 Plan to purchase 15,000
shares of Common Stock, at fair market value as of the date of such
grant ($5.75 per share), and 5,000 shares of such option became
exercisable upon the grant of option.
<PAGE>
Executive Employment Agreements
On January 30, 1996, the Company entered into letter agreements with
each of Messrs. Resor, Waltz, Schneider and Plummer, as well as with
certain other officers and employees of the Company, in order to
encourage their continued employment with the Company. Under the
letter agreements, the Company agrees that, in the event of
termination of employment in connection with a merger or other change
of control of the Company, the Company will continue to pay the
officer who is a party thereto a certain percentage (Mr. Resor, 90%;
Mr. Waltz, 100%; Mr. Schneider, 90%; Mr. Plummer, 90%) of the
officer's salary on January 26, 1996, for a period of time (Mr. Resor,
52 weeks; Mr. Waltz, 52 weeks; Mr. Schneider, 39 weeks; Mr. Plummer,
52 weeks) or until the officer finds comparable employment, except in
the case of Mr. Waltz who will be entitled to receive any such
payments for a fixed period of 52 weeks. The letter agreements
further provide that options held by such officers will become fully
vested upon the date of completion of any merger or change of control
of the Company and will be exercisable for a period of four years
following that date. Additionally, the agreements provide that
certain officers shall receive bonuses upon the consummation of any
merger or other change of control of the Company, Mr. Resor will
receive a bonus in the amount of $50,000 and Mr. Waltz in the amount
of $30,000. Mr. Waltz will receive an additional $30,000 if he accepts
employment with the company surviving any such event.
Executive Compensation
The tables that appear below, together with the accompanying text and
footnotes, provide information on compensation and benefits for the
named executive officers, as determined by requirements of the
Securities and Exchange Commission ("SEC"). All the data regarding
values for stock options are hypothetical in terms of the amounts that
an individual may or may not receive because such amounts are
contingent on continued employment with the Company and the price of
the Common Stock. All year-end values shown in these tables for
outstanding stock options reflect a $5.75 price, which was the closing
price of the Common Stock on March 29, 1996, as reported in the
"NASDAQ" section of the Eastern Edition of The Wall Street Journal.
The following table sets forth certain compensation information for
the fiscal years ended March 31, 1996, 1995, and 1994 with respect to
the Company's Chief Executive Officer and those other executive
officers of the Company who were the most highly paid for fiscal 1996.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Awards/
Name and Annual Securities All Other
Principal Compensation Underlying Compensation
Position Year Salary Options ($)(1)
_____________________ ____ ________ __________ ________
<S> <C> <C> <C> <C> <C>
Griffith L. Resor III
President 1996 $156,577 93,000 (2) $2,959
and Chief 1995 150,000 10,000 2,906
Executive Officer 1994 156,465 37,667 2,906
James D. McKibben (3) 1996 175,207 0 471
Vice President 1995 32,690 150,000 98
Sales & Marketing 1994 0 0 0
William C. Schneider
Vice President, 1996 124,193 43,000 (4) 1,379
Research & 1995 113,872 3,000 1,481
Development 1994 98,654 10,000 1,414
Richard E. Waltz
Vice President, 1996 121,723 54,334 (5) 655
Chief Financial 1995 115,000 6,000 626
Officer 1994 110,288 18,334 450
John C. Plummer 1996 114,823 52,000 (6) 2,319
Vice President, 1995 110,000 6,000 3,315
Manufacturing 1994 113,004 16,000 3,255
</TABLE>
(1) The amounts reported reflect term life insurance premiums paid on
behalf of the officers.
(2) Includes options to purchase 73,000 shares of the Company's Common
Stock granted in exchange for certain outstanding options previously
granted to Mr. Resor.
(3) Mr. McKibben's employment with MRS began on January 1, 1995.
(4) Includes options to purchase 13,000 shares of the Company's Common
Stock granted in exchange for certain outstanding options previously
granted to Mr. Schneider.
(5) Includes options to purchase 24,334 shares of the Company's Common
Stock granted in exchange for certain outstanding options previously
granted to Mr. Waltz.
(6) Includes options to purchase 22,000 shares of the Company's Common
Stock granted in exchange for certain outstanding options previously
granted to Mr. Plummer.
<PAGE>
The Compensation Committee of the Board of Directors reviewed and
approved the Bonus plan established for key members of the executive
team. This bonus plan was based on the achievement of both individual
and company goals. No payments were made according to this plan in
fiscal year 1996.
STOCK BASED COMPENSATION
The following table provides details regarding stock options granted
to the named executive officers in fiscal 1996 under the 1993 Stock
Option Plan. In addition, in accordance with SEC rules, this table
shows hypothetical gains on a pre-tax basis or "option spreads" that
would exist for the respective options granted in fiscal 1996 for the
named executive officers. These gains are based on assumed rates of
annual compound stock price appreciation of 5% and 10% from the date
the options were granted over the full option term.
<TABLE>
<CAPTION>
OPTION GRANTS IN THE FISCAL YEAR ENDED MARCH 31, 1996
Potential Realizable
Value At Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term (1)
______________________________________ ________________
Number of % of Total
Securities Options
Underlying Granted to
Options Employees Exercise
Granted in Fiscal Price Expiration
Name (#) 1996 ($/Sh) Date 5%($) 10%($)
______________ ______ _______ ______ ______ ______ ________
<S> <C> <C><C> <C> <C> <C> <C> <C>
G. L. Resor 20,000 (2) 3.4% $4.875 5/12/05 $ 85,751 $194,296
25,333 (2)(3) 4.2% 6.375 3/29/03 63,350 158,753
16,666 (2)(3) 2.8% 6.375 6/01/03 42,948 107,991
21,001 (2)(3) 3.5% 6.375 8/19/03 56,115 141,707
10,000 (2)(3) 1.7% 6.375 8/30/04 31,383 81,014
------- ------ -------- --------
93,000 15.6% 279,546 683,761
J. D. McKibben 0 0.0% 0.000
W. C. Schneider
16,000 (2) 2.7% 4.875 5/12/05 68,600 155,437
14,000 (2) 2.3% 4.875 6/15/05 54,324 126,929
10,000 (2)(3) 1.7% 6.375 8/19/03 26,720 67,476
3,000 (2)(3) 0.5% 6.375 9/27/04 9,522 24,623
------ ----- ------- -------
43,000 7.2% 159,166 374,465
R. E. Waltz
16,000 (2) 2.7% 4.875 5/12/05 68,600 155,437
14,000 (2) 2.3% 4.875 6/15/05 54,324 126,929
8,334 (4)(3) 1.4% 6.375 8/19/03 22,268 56,235
10,000 (5)(3) 1.7% 6.375 8/19/03 26,720 67,476
6,000 (2)(3) 1.0% 6.375 8/30/04 18,830 48,608
------ ------ -------- --------
54,334 9.1% 190,743 454,685
J. C. Plummer
16,000 (2) 2.7% 4.875 5/12/05 68,600 155,436
14,000 (2) 2.3% 4.875 6/15/05 54,324 126,929
16,000 (2)(3) 2.7% 6.375 8/19/03 42,752 107,962
6,000 (2)(3) 1.0% 6.375 8/30/04 18,830 48,608
------ ----- ------- -------
52,000 8.7% 184,506 438,935
</TABLE>
<PAGE>
(1) Realizable value represents the difference between the assumed
stock price at the expiration date and the exercise price.
(2) Options vest over four years in annual increments of 25%
commencing on the first anniversary of date of grant.
(3) Consists of options granted on 8/21/95 in exchange for outstanding
options.
(4) Option vests over three years in annual increments of 33(1/3)%
commencing on first anniversary of date of grant.
(5) Option vests over four years in annual increments of 25%
commencing on second anniversary of date of grant.
The following table shows the number of shares remaining unexercised
by both "exercisable" (i.e., vested) and "unexercisable" (i.e.,
unvested) stock options as of March 31, 1996. Also reported are the
values of "in-the-money" options which represent the positive spread
between the exercise price of any such existing stock options and the
fiscal year-end price of the Common Stock of $5.75.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END FISCAL 1996 OPTION VALUES
Shares Acquired
Name On Exercise (#) Value Realized ($)
____ _______________ __________________
<S> <C> <C>
G.L.Resor 0 0
J.D.McKibben 0 0
W.C.Schneider 0 0
R.E.Waltz 0 0
J.C.Plummer 30,000 $63,000
<CAPTION>
Number of Unexercised Value of Unexercised,
Options At In-the-Money Options At
Fiscal Year End (#) Fiscal Year End ($)
___________________________ __________________________
Name Exercisable Unexercisable Exercisable Unexercisable
____________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C>
G.L.Resor 77,001 54,665 $174,230 $26,000
J.D.McKibben 60,000 90,000 (1) (1)
W.C.Schneider 39,416 38,250 161,480 30,500
R.E.Waltz 26,222 44,778 25,832 26,250
J.C.Plummer 14,166 43,833 20,230 31,915
</TABLE>
(1) Mr. McKibben's option is priced above the 3/31/96 year end value
of $5.75 per share.
<PAGE>
OPTIONS REPRICED
The following table provides information relating to the repricing of
certain options held by the named executive officers of the Company
that occurred during the fiscal year ended March 31, 1996. Such
repricing is the only instance during the last ten fiscal years in
which the exercise price of any option granted by the Company to any
of its executive officers has been repriced. The Company has never
granted, and thus has never repriced, any stock appreciation rights.
<TABLE>
<CAPTION>
Ten-Year Option Repricings
Number of
Securities Market Price Exercise
Underlying of Stock at Price at New
Options Time of Time of Exercise
Name Date Repriced (#) Repricing ($) Repricing Price ($)
__________ ________ ____________ _____________ _________ __________
<S> <C> <C> <C> <C> <C>
G.Resor 8/21/95 25,333 $6.125 $7.20 $6.375
G.Resor 8/21/95 16,666 6.125 9.60 6.375
G.Resor 8/21/95 21,001 6.125 9.75 6.375
G.Resor 8/21/95 10,000 6.125 8.00 6.375
J.McKibben 8/21/95 0 0.000 0.00 0.000
W.Schneider 8/21/95 10,000 6.125 9.75 6.375
W.Schneider 8/21/95 3,000 6.125 8.25 6.375
R.Waltz 8/21/95 8,334 6.125 9.75 6.375
R.Waltz 8/21/95 10,000 6.125 9.75 6.375
R.Waltz 8/21/95 6,000 6.125 8.00 6.375
J.Plummer 8/21/95 16,000 6.125 9.75 6.375
J.Plummer 8/21/95 6,000 6.125 8.00 6.375
<CAPTION>
Length of Original
Option Term Remaining
at Date of Repricing
_____________________
<S> <C>
G.Resor 7 Years 220 Days
G.Resor 7 Years 284 Days
G.Resor 7 Years 363 Days
G.Resor 9 Years 9 Days
J.McKibben 0
W.Schneider 7 Years 363 Days
W.Schneider 9 Years 37 Days
R.Waltz 7 Years 363 Days
R.Waltz 7 Years 363 Days
R.Waltz 9 Years 9 Days
J.Plummer 7 Years 363 Days
J.Plummer 9 Years 9 Days
</TABLE>
<PAGE>
Compensation Committee Interlocks and Insider Participation
During fiscal 1996, the Compensation Committee consisted of Messrs.
Schechter and Craig. No member of the Compensation Committee was at
any time during or prior to fiscal 1996 an officer or employee of the
Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE OFFICER COMPENSATION
The Compensation Committee
The Compensation Committee of the Company currently consists of two
directors, Messrs. Schechter and Craig, neither of whom is an officer
or employee of the Company. The Compensation Committee is responsible
for establishing compensation policies with respect to the Company's
executive officers, including the Chief Executive Officer and the
other named executive officers, and administering the Company's 1986
Stock Option Plan, the 1993 Stock Option Plan, and the 1994 Employee
Stock Purchase Plan the "Purchase Plan".
Compensation Committee Report on Repriced Options
In August 1995, the committee granted each of the Company's employees
and officers who had previously been granted options to purchase
shares of Common Stock the right to exchange such options for new
stock options to purchase the same number of shares of Common Stock at
a lower exercise price with the same vesting schedule the "Option
Exchange Offer". Options granted to Directors under the 1994 Plan
were not subject to the Option Exchange Offer. The majority of the
Company's outstanding stock options contained exercise prices that
were substantially above the current market price of the Common Stock.
Although such options did have some financial value based on a
mathematical formula used in the investment banking community for
valuing options, the Committee believed that the Company's employees
did not place any value on options which were significantly out-of-
the-money. The Committee concluded that such options therefore were
no longer effective in either aligning the interests of the Company's
employees with those of its shareholders or encouraging option holders
to remain in the employ of the Company.
In determining to make the Option Exchange Offer, the Committee
considered the fairness of such exchange in relation to the Company's
other shareholders. The Committee concluded that, instead of issuing
a large number of new options at the current fair market value and
thereby causing further shareholder dilution, it was in the
shareholders' long-term best interests to make the Option Exchange
Offer so that the Company could more effectively motivate and retain
its employees and officers. In this light, the Committee decided that
employees and officers of the Company should be given the option to
exchange any of their outstanding options for a new option to purchase
the same number of shares with a new exercise price set at $6.375,
[the fair market value of the Company's Common Stock at the date of
the Option Exchange Offer].
<PAGE>
It is the opinion of the Compensation Committee that the Option
Exchange Offer succeeded in its objective of minimizing shareholder
dilution and providing strong incentives for the Company's employees
and management.
Compensation for Fiscal 1996
The Compensation Committee seeks to achieve three broad goals in
connection with the Company's executive compensation programs and
decisions regarding individual compensation. First, the Compensation
Committee structures executive compensation programs in a manner that
the Committee believes will enable the Company to attract and retain
key executives. Second, the Compensation Committee establishes
compensation programs that are designed to reward executives for the
achievement of specified business objectives of the Company. By tying
compensation in part to particular goals, the Compensation Committee
believes that a performance-oriented environment is created for the
Company's executives. Finally, the Company's compensation programs
are intended to provide executives with an equity interest in the
Company so as to link a portion of compensation with the performance
of the Company's Common Stock.
The compensation programs for the Company's executive officers
established by the Compensation Committee consist of four elements
based upon the foregoing objectives: base salary; fringe benefits;
annual bonus; and equity incentives, such as stock options issued
under the Company's 1993 Stock Option Plan. Additionally, as
employees of the Company, each of the Company's executive officers is
eligible to participate in the Purchase Plan upon the same terms as
substantially all of the Company's other employees.
In establishing base salaries for executives, the Compensation
Committee monitors standards at comparable companies, particularly
those that are in the same or related industries and/or same general
geographical area as the Company, considers historic salary levels of
the individual and the nature of the individual's responsibilities and
compares the individual's base salary with those of other employees at
the Company. To the extent determined to be appropriate, the
Compensation Committee also considers general economic conditions and
the Company's financial performance in establishing base salaries of
executives.
The Company provides or makes available generally competitive fringe
benefits, such as group life, medical, dental and disability
insurance, a 401(k) investment plan, vacation days, holidays and
short-term disability coverage, for all employees. With the exception
of individual term life insurance coverage provided for the five
founders of the Company, Messrs. Resor, Plummer, Miki, Schneider and
Steele, since inception, no separate coverage or plans of these types
are provided or made available for executive officers. In cases where
executive officers' tax or financial planning is affected by
restrictions on the sales of stock of the Company by executive
officers imposed by federal securities laws and regulations, the
Compensation Committee will consider whether some reimbursement for
related professional advice may be appropriate, although no such
reimbursements have been made to date.
<PAGE>
The Compensation Committee generally structures bonuses by linking
them to the achievement of specified Company and/or business unit
performance objectives.
Fiscal 1996 Compensation for the Chief Executive Officer
In considering the compensation for the Chief Executive Officer for
fiscal 1996, the Compensation Committee considered the same criteria
as for the compensation of the other executive officers of the
Company. Mr. Resor was paid a base salary for fiscal 1996 of
$156,577. In addition, Mr. Resor received stock options to purchase
20,000 shares of Common Stock.
ROBERT P. SCHECHTER
S. RUSSEL CRAIG
CERTAIN TRANSACTIONS
Uwe Reinert, a director of the Company until November 1995 was also
Chief Operating Officer of JENOPTIK AG until November 1995.
In December 1992, the Company and JENOPTIK entered into agreements for
the development of a special lens system and in March 1993 the Company
executed agreements with JENOPTIK which granted to JENOPTIK the
exclusive right to distribute and service the Company's products in
Europe and the Commonwealth of Independent States, and in turn the
Company was granted exclusive rights to distribute and service certain
of JENOPTIK's products in the United States, Canada and Mexico. On
March 7, 1996, the Company and JENOPTIK agreed to terminate the lens
system development agreement and the distribution agreements. At
March 31, 1996, JENOPTIK owned approximately 3.9% of the Company's
Common Stock.
Compliance with Section 16(a) of the Exchange Act
Under the securities laws of the United States, the Company's
directors, its executive (and certain other) officers and any persons
holding more than ten percent of the Company's Common Stock are
required to report their ownership of the Common Stock and any changes
in that ownership to the Securities and Exchange Commission (the
"Commission"). Specific due dates for these reports have been
established by the Commission and the Company is required to report in
this Proxy Statement any failure during fiscal 1996 to file by these
dates. To the best knowledge of the Company, all of these filing
requirements were timely satisfied by its directors, officers and ten
percent holders. In making this statement, the Company has relied
upon the written representations of its directors, officers and ten
percent holders and copies of the reports that have been filed with
the Company.
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following graph and the table of data from which it was derived
provide information that compares the performance of the Company's
Common Stock to the Nasdaq Stock Market Total Return Index for US
Companies and the Nasdaq Total Return Index for Computer Manufacturers
since the Company's initial public offering on July 23, 1993. The
Nasdaq Total Return Index for Computer Manufacturers includes both
manufacturers of large, complex, capital equipment and many of the
Company's customers. The data assumes that the value of the
investment in the Company's Common Stock and each index was $100 at
July 23, 1993 and that all dividends were reinvested.
<TABLE>
<CAPTION>
End of Trading on
July 23, 1993 and
on Last Day of MRS Nasdaq Nasdaq
Each Quarter Through Technology Stock Computer
End of Fiscal Year Inc. Market (US) Mfgrs.
__________________ __________ ___________ _________
<S> <C> <C> <C>
07/23/93 100.000 100.000 100.000
09/30/93 178.571 109.004 98.560
12/31/93 185.714 111.143 114.824
03/31/94 142.857 106.469 111.318
06/30/94 121.429 101.492 90.256
09/30/94 117.857 109.895 109.737
12/30/94 100.000 108.642 126.111
03/31/95 96.429 118.437 132.936
06/30/95 75.000 135.473 161.667
09/29/95 71.429 151.786 194.516
12/29/95 46.429 153.660 198.651
03/29/96 82.143 160.820 205.152
</TABLE>
The Indexes are prepared for Nasdaq by the Center for Research in
Security Prices at the University of Chicago Graduate School of
Business.
<PAGE>
Item 2. Selection of Auditors
The Board of Directors recommends that the stockholders ratify its
appointment of Coopers & Lybrand L.L.P., independent public
accountants, as the independent auditors of the Company for the fiscal
year ending March 31, 1997. Coopers & Lybrand L.L.P. has acted in
such capacity for the Company since the Company's 1986 fiscal year.
A representative of Coopers & Lybrand L.L.P. will be present at the
meeting and will be afforded the opportunity to make a statement and
to respond to appropriate questions.
Vote Required
The affirmative vote of the holders of a majority of the shares of
Common Stock present or represented at the meeting is required to
approve the selection of Coopers & Lybrand L.L.P. as the Company's
auditors for the fiscal year ending March 31, 1997. Unless authority
is withheld, it is the intention of the persons voting the enclosed
proxy to vote such proxy in favor of approving the selection of
Coopers & Lybrand L.L.P. as the Company's auditors. If the proposal
to approve the selection of Coopers & Lybrand L.L.P. is not approved,
the Board of Directors will select and appoint another independent
accounting firm for the fiscal year ending March 31, 1997 without
further stockholder action.
Item 3. Other Business
The Board of Directors knows of no other business which will be
presented for consideration at the Annual Meeting other than as stated
in the Notice of Meeting. If any other business properly comes before
the meeting, it is the intention of the persons named in the enclosed
proxy to vote or otherwise act in accordance with their best judgment
on such matters.
STOCKHOLDER PROPOSALS
Any stockholder of the Company may present a proposal for
consideration at future meetings of the stockholders of the Company.
Any proposal for consideration at next year's meeting of stockholders
must be received by the Company at its principal executive offices, 10
Elizabeth Drive, Chelmsford, Massachusetts, 01824, Attention: John L.
Steele, Jr., Secretary, no later than February 20, 1997, except that
if the next year's annual meeting date is changed by more than 30
calendar days from the regularly scheduled date, July 25, 1997, the
Company must receive such a proposal within a reasonable time before
the Board of Directors makes its proxy solicitation.
<PAGE>
ADDITIONAL FINANCIAL INFORMATION
Copies of the Company's Annual Report on Form 10-K (without exhibits)
as filed with the Securities and Exchange Commission will be furnished
without charge upon written request of any stockholder of record.
Requests for such copies should be directed to: John L. Steele, Jr.,
Secretary, MRS Technology, Inc., 10 Elizabeth Drive, Chelmsford, MA
01824.
John L. Steele, Jr., Secretary
June 19, 1996
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE SEND IN
YOUR PROXY WITHOUT DELAY. PROMPT RESPONSE IS HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED. ANY STOCKHOLDER GIVING A PROXY MAY
REVOKE IT AT ANY TIME IF IT HAS NOT BEEN VOTED.
<PAGE>
PROXY MRS TECHNOLOGY, INC. PROXY
10 Elizabeth Drive
Chelmsford, MA 01824
Annual Meeting of Stockholders
Wednesday, July 31, 1996
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Griffith L.Resor III and John L.
Steele,Jr., or any of them, as proxies, each with full power of
substitution to vote, in the manner directed by the undersigned, all
shares of stock which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of MRS
Technology, Inc. To be held at the Bank of Boston auditorium Blue
Hills Office Park, 150 Royal Street, Canton, Massachusetts, on
Wednesday, July 31, 1996, at 10:00 a.m. or at any adjournment thereof.
Please return this card in the enclosed postage paid envelope to The
First National Bank of Boston, P.O.Box 1628, Boston, MA 02105.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE -- SEE REVERSE SIDE
[X] Please mark votes as in this example.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE
PROPOSALS SET FORTH BELOW.
1. To elect Robert Schechter to the Board of Directors to serve as
Class I Director for a three-year term.
[ ] FOR [ ] WITHHELD
2. To ratify the appointment of Coopers & Lybrand L.L.P. as auditors
for the fiscal year ending March 31, 1997.
[ ] FOR [ ] WITHHELD [ ] ABSTAIN
3. In their discretion to vote upon such other business as may
properly come before this meeting and any adjournment thereof.
[ ] MARK HERE FOR ADDRESS CHANGE NOTED BELOW
Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by the President
or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature:----------------------------- Date:----------------
Signature:----------------------------- Date:----------------
