<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 (S)240.14a-11(c) or (S)240.14a-12
PRI AUTOMATION, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
PRI AUTOMATION, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
APRIL 22, 1997
Notice is hereby given that a Special Meeting of Stockholders of PRI
Automation, Inc. (the "Company") will be held at the offices of the Foley,
Hoag & Eliot LLP, One Post Office Square, Boston, Massachusetts on Tuesday,
April 22, 1997, beginning at 10:00 A.M., local time, for the following
purposes:
1. To act upon a proposal to amend the Company's Restated Articles of
Organization to increase the authorized Common Stock, par value $.01 per
share, of the Company from 12,000,000 to 24,000,000 shares.
2. To transact such further business as may properly come before the
Special Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 19, 1997 as
the record date for the determination of the stockholders of the Company
entitled to notice of, and to vote at, the Special Meeting and any adjournment
thereof. Only stockholders of record on such date are entitled to notice of,
and to vote at, the Special Meeting or any adjournment thereof.
By Order of the Board of Directors,
Mordechai Wiesler
Clerk
Boston, Massachusetts
March 27, 1997
YOUR VOTE IS IMPORTANT
PLEASE SIGN AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU
PLAN TO ATTEND THE SPECIAL MEETING.
<PAGE>
PRI AUTOMATION, INC.
805 MIDDLESEX TURNPIKE
BILLERICA, MASSACHUSETTS 01821
(508) 670-4270
----------------
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
APRIL 22, 1997
This Proxy Statement and the enclosed form of proxy are being mailed to
stockholders on or about March 27, 1997 in connection with the solicitation by
the Board of Directors of PRI Automation, Inc. (the "Company") of proxies to
be used at a Special Meeting of Stockholders of the Company, to be held on
Tuesday, April 22, 1997, and at any and all adjournments thereof (the "Special
Meeting"). When proxies are returned properly executed, the shares represented
will be voted in accordance with the stockholders' directions. Stockholders
are encouraged to vote on the matters to be considered. However, if no choice
has been specified by a stockholder, the shares covered by any executed proxy
will be voted as recommended by management. Any stockholder may revoke his
proxy at any time before it has been exercised by providing the Company with a
later dated proxy, by notifying the Company's Clerk in writing or by attending
the Special Meeting and voting in person.
The Board of Directors of the Company (the "Board") has fixed the close of
business on March 19, 1997 as the record date for the determination of the
stockholders of the Company entitled to notice of, and to vote at, the Special
Meeting and any adjournment thereof. Only stockholders of record on such date
are entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof. At the close of business on the record date, there were
issued and outstanding 7,408,399 shares of the Company's Common Stock, $.01
par value (the "Common Stock"), each of which is entitled to cast one vote.
QUORUM AND TABULATION OF VOTES
The By-Laws of the Company provide that the holders of a majority of the
shares of Common Stock issued and outstanding and entitled to vote thereat
will constitute a quorum at the Special Meeting. Shares of Common Stock
represented by a properly signed and returned proxy will be treated as present
at the Special Meeting for purposes of determining a quorum. In general,
abstentions and broker "non-votes" are counted as present or represented for
purposes of determining the presence or absence of a quorum for the Special
Meeting. A "non-vote" occurs when a broker or nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because, in respect of such other proposal, the broker or nominee does not
have discretionary voting power and has not received instructions from the
beneficial owner.
The affirmative vote of a majority of the votes properly cast at the Special
Meeting will be necessary to approve the proposed amendment to the Company's
Restated Articles of Organization. Abstentions with respect to the proposed
amendment will count as being present and represented at the Special Meeting
and entitled to vote, and will be included in calculating the number of votes
cast on the proposed amendment. Broker "non-votes" will not be included in
calculating the number of votes cast on the proposed amendment.
Votes will be tabulated by the Company's transfer agent, State Street Bank
and Trust Company.
<PAGE>
PROPOSED AMENDMENT TO RESTATED ARTICLES OF
ORGANIZATION TO INCREASE AUTHORIZED SHARES
On February 18, 1997, the Company's Board of Directors voted to recommend to
the stockholders that the Company's Restated Articles of Organization be
amended to increase the number of authorized shares of Common Stock from
12,000,000 to 24,000,000 shares (the "Amendment"). The Company's Board of
Directors also voted to effect a stock split by means of a stock dividend of
one share of fully paid and nonassessable Common Stock on each share of Common
Stock issued and outstanding at the close of business on the date of the
Special Meeting, contingent on stockholder approval of the Amendment. The
payment date for the stock dividend is expected to be on or about May 3, 1997.
On March 19, 1997, there were issued and outstanding 7,408,399 shares of
Common Stock. Approximately the same number of shares are expected to be
issued to stockholders of record on April 22, 1997 on account of the stock
dividend. After the payment of the stock dividend, the Board will have
authority to issue approximately 9,200,000 shares of Common Stock. The
additional authorized shares of Common Stock will be used for such corporate
purposes as may be determined by the Board of Directors to be necessary or
desirable, including, without limitation, raising capital or acquiring
property through the sale of stock, acquiring businesses through mergers or
the exchange of stock and attracting or retaining valuable employees by the
issuance of stock-based compensation awards. The Company at present has no
commitments, agreements or undertakings obligating the Company to issue any
such additional shares; however, the Board of Directors considers the
authorization of additional shares of Common Stock advisable to ensure prompt
availability of shares for such purposes should the occasion arise.
Under Massachusetts law, the Board of Directors generally may issue
authorized but unissued shares of Common Stock without stockholder approval.
The Board of Directors does not currently intend to seek stockholder approval
prior to any future issuance of additional shares of Common Stock, unless
stockholder action is required in a specific case by applicable law, the rules
of any exchange or market on which the Company's securities may then be
listed, or the Restated Articles of Organization or By-Laws of the Company, as
then in effect. Frequently, opportunities arise that require prompt action,
and the Company believes that the delay necessitated for stockholder approval
of a specific issuance could be to the detriment of the Company and its
stockholders.
The additional shares of Common Stock authorized for issuance pursuant to
the Amendment will have all of the rights and privileges that the currently
outstanding shares of Common Stock possess; the increase in authorized shares
would not affect the terms, or rights of the holders, of existing shares of
Common Stock. All outstanding shares would continue to have one vote per share
on all matters to be voted on by the stockholders, including the election of
directors. Shares of the Company's Common Stock, including the additional
shares proposed for authorization, do not have preemptive or similar rights.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL TO AMEND
THE COMPANY'S RESTATED ARTICLES OF ORGANIZATION.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of March 19, 1997 (i) by
each person or entity known to the Company to own beneficially five percent or
more of the Company's Common Stock, (ii) by each director of the Company,
(iii) by the Chief Executive Officer of the Company and each of the Company's
four most highly compensated executive officers other than the Chief Executive
Officer who were serving as executive officers at the end of the Company's
last fiscal year, and (iv) by all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)(2)
-----------------------
NAME NUMBER PERCENT
---- ------------ ----------
<S> <C> <C>
Mordechai Wiesler(3)(4)............................... 505,213 6.8%
Gardner Lewis Asset Management, L.P.(5)............... 456,900 6.2%
285 Wilmington-West Chester Pike
Chadds Ford, PA 19317
Granahan Investment Management, Inc.(6)............... 388,000 5.2%
275 Wyman Street, Suite 270
Waltham, MA 02154
Dr. Amram Rasiel(3)(7)................................ 280,855 3.8%
Mitchell G. Tyson(3)(8)............................... 113,278 1.5%
Boruch B. Frusztajer(3)(9)............................ 46,256 *
Alexander V. d'Arbeloff(3)(10)........................ 36,892 *
Stephen H. Avedikian, Jr.(3)(11)...................... 6,116 *
John J. Schickling(3)(12)............................. 3,200 *
Robert G. Postle(3)(13)............................... 625 *
All directors and executive officers as a group (13
people)(14).......................................... 1,078,264 14.3%
</TABLE>
- --------
* Less than one percent.
(1) The persons named in this table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned by
them, subject to community property laws where applicable and subject to
the information contained in the footnotes to this table.
(2) The number of shares of Common Stock deemed outstanding as of the date of
this table is 7,408,399.
(3) Address is in care of PRI Automation, Inc., 805 Middlesex Turnpike,
Billerica, Massachusetts 01821.
(4) Includes 40,053 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table. Excludes 35,000
shares held in trusts for the benefit of Mr. Wiesler's children. Mr.
Wiesler disclaims beneficial ownership of these shares.
(5) The number of shares beneficially owned by Gardner Lewis Asset
Management, L.P. ("Gardner Lewis") is based on information contained in a
Schedule 13G filed by Gardner Lewis with the Securities and Exchange
Commission ("SEC") on February 14, 1997. Gardner Lewis, a registered
investment advisor, has sole voting power with respect to 401,100 shares
of the Company's Common Stock, shared voting power with respect to 3,200
shares of the Company's Common Stock and sole dispositive power with
respect to 456,900 shares of the Company's Common Stock.
(6) The number of shares beneficially owned by Granahan Investment
Management, Inc. ("Granahan") is based on the information contained in a
Schedule 13G filed by Granahan with the SEC on February 13,
3
<PAGE>
1997. Granahan, a registered investment advisor, has sole voting power
with respect to 3,000 shares of the Company's Common Stock and sole
dispositive power with respect to 388,000 shares of the Company's Common
Stock.
(7) Includes 6,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(8) Includes 70,950 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(9) Includes 6,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table. Includes 29,381
shares held by members of Mr. Frusztajer's family.
(10) Includes 6,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(11) Includes 5,501 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(12) Represents shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(13) Represents shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(14) Includes 158,182 shares issuable upon the exercise of outstanding options
exercisable within 60 days of date of this table.
SOLICITATION
Brokers, banks and other nominees will be reimbursed for their out-of-pocket
expenses and other reasonable clerical expenses incurred in obtaining
instructions from beneficial owners of the Common Stock. In addition to the
solicitation by mail, special solicitation of proxies may, in certain
instances, be made personally or by telephone by directors, officers and
certain employees of the Company. It is expected that the expense of such
special solicitation will be nominal. All expenses incurred in connection with
this solicitation will be borne by the Company. The Company has also retained
D.F. King & Co., Inc. to assist in the solicitation of proxies, for a fee of
$5,000 plus reimbursement of reasonable out-of-pocket expenses.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the proxy materials relating to the
1998 Annual Meeting of Stockholders must be received by the Company at its
executive offices no later than September 8, 1997.
MISCELLANEOUS
The Board does not intend to present at the Special Meeting any business
other than the proposal listed herein, and the Board was not aware, a
reasonable time before mailing this Proxy Statement to stockholders, of any
other business which may be properly presented for action at the Special
Meeting. If any other business should come before the Special Meeting, the
persons present will have discretionary authority to vote the shares they own
or represent by proxy in accordance with their judgment.
4
<PAGE>
PRI AUTOMATION, INC.
805 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS 01821
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 22, 1997
The undersigned hereby constitutes and appoints Mordechai Wiesler and Mitchell
G. Tyson and each of them acting singly, as proxies of the undersigned, each
with full power to appoint his substitute, and authorizes each of them, and each
substitute so appointed, to represent and vote all shares of Common Stock of PRI
Automation, Inc. (the "Company") held of record by the undersigned at the close
of business on March 19, 1997, at the Special Meeting of Stockholders of the
Company to be held at the offices of Foley, Hoag & Eliot LLP, One Post Office
Square, Boston, Massachusetts on April 22, 1997, at 10:00 a.m., local time, and
at any adjournments thereof.
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned stockholder(s). THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE PROPOSAL TO AMEND THE COMPANY'S RESTATED ARTICLES OF
ORGANIZATION TO INCREASE THE COMPANY'S AUTHORIZED COMMON STOCK AND IN THE
DISCRETION OF THE PERSONS NAMED AS PROXIES AS TO SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. A stockholder wishing to vote in accordance
with the recommendations of the Board of Directors need only sign and date this
proxy and return it in the enclosed envelope.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Special Meeting of Stockholders and of the Proxy Statement relating
thereto, and hereby revoke(s) any proxy heretofore given. This proxy may be
revoked at any time before it is exercised.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Company. Joint owners should each sign personally. Trustees, custodians, and
other fiduciaries should indicate the capacity in which they sign, and where
more than one name appears, each person must sign. If the shareholder is a
corporation, the signature should be that of an authorized officer who should
state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________________ ____________________________________
_______________________________________ ____________________________________
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
PRI AUTOMATION, INC.
1. Proposal to approve the amendment
of the Company's Restated Articles of
Organization to increase the Company's
authorized Common Stock from 12,000,000 For Against Abstain
to 24,000,000 shares. [_] [_] [_]
RECORD DATE SHARES:
Please be sure to sign and
date this Proxy. Date
Mark box at right if an
address change or
comment has been noted
on the reverse side of
this card. [_]
______________________________________________________
Stockholder sign here Co-owner sign here
DETACH CARD DETACH CARD
PRI AUTOMATION, INC.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy Ballot.
The proposal to amend the Company's Restated Articles of Organization to
increase the Company's authorized Common Stock, which is discussed in detail in
the enclosed proxy materials, requires your immediate attention and approval.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the box on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Special Meeting of Stockholders to be
held on April 22, 1997.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
PRI Automation, Inc.
