<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))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PRI AUTOMATION, INC.
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(Name of Registrant as Specified In Its Charter)
--Enter Company Name Here--
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(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:
________________________________________________________________________
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PRI AUTOMATION, INC.
805 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS 01821
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 8, 1998
The undersigned hereby constitutes and appoints Mordechai Wiesler, Mitchell G.
Tyson and Stephen D. Allison, 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 3, 1998, at the Annual Meeting
of Stockholders of the Company to be held at the offices of Foley, Hoag & Eliot
LLP, One Post Office Square, Boston, Massachusetts on March 30, 1998 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). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 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 Annual Meeting of Stockholders and of the Proxy Statement relating
thereto, and hereby revoke(s) any proxy or proxies heretofore given. This proxy
may be revoked at any time before it is exercised.
- - ------------------------------------------------------------------------------
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN 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.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
__________________________________ ________________________________________
__________________________________ ________________________________________
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
PRI AUTOMATION, INC
<S> <C> <C> <C>
1. Proposal to fix the number
of directors that shall With- For All
constitute the whole Board For Hold Except
of Directors of the Company
at six and to elect the [_] [_] [_]
following nominees as
directors of the Company:
</TABLE>
MORDECHAI WIESLER, MITCHELL G. TYSON,
RECORD DATE SHARES: AMRAM RASIEL, BORUCH B. FRUSZTAJER,
ALEXANDER V. D'ARBELOFF AND PAUL F. ROGAN
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME.
Please be sure to sign and date this Proxy. Date
Mark box at right if an [_]
address change or comments
have been noted on the
reverse side of this card.
Shareholder sign here Co-owner sign here
DETACH CARD DETACH CARD
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PRI AUTOMATION, INC.
Dear Shareholder:
Please take note of the important information enclosed with this proxy card
related to the management and operation of your Company.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the appropriate box on this 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 Annual Meeting of Stockholders to be
held on March 30, 1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
PRI Automation, Inc.
