<PAGE>
PRI AUTOMATION, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 30, 1998
Notice is hereby given that the Annual Meeting of Stockholders of PRI
Automation, Inc. (the "Company") will be held at the offices of Foley, Hoag &
Eliot llp, One Post Office Square, Boston, Massachusetts on Monday, March 30,
1998, beginning at 10:00 A.M., local time, for the following purposes:
1. To fix the number of directors that shall constitute the whole Board of
Directors of the Company at six and to consider and vote upon the
election of six directors.
2. To transact such further business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 3, 1998, as
the record date for the determination of the stockholders of the Company
entitled to notice of, and to vote at, said Annual Meeting and any adjournment
thereof. Only stockholders of record on such date are entitled to notice of,
and to vote at, said Annual Meeting or any adjournment thereof.
By Order of the Board of Directors,
Mordechai Wiesler
Clerk
Billerica, Massachusetts
March 6, 1998
YOUR VOTE IS IMPORTANT
PLEASE SIGN AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING.
<PAGE>
PRI AUTOMATION, INC.
805 MIDDLESEX TURNPIKE
BILLERICA, MASSACHUSETTS 01821
(978) 670-4270
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
March 30, 1998
This Proxy Statement and the enclosed form of proxy are being mailed to
stockholders on or about March 6, 1998 in connection with the solicitation by
the Board of Directors of PRI Automation, Inc. (the "Company") of proxies to
be used 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 02109 on Monday, March 30, 1998, beginning at 10:00 a.m. local
time and at any and all adjournments thereof (the "Annual 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 matter 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
Annual Meeting and voting in person.
The Board of Directors of the Company (the "Board") has fixed the close of
business on March 3, 1998, as the record date for the determination of the
stockholders of the Company entitled to notice of, and to vote at, the Annual
Meeting and any adjournment thereof. Only stockholders of record on such date
are entitled to notice of, and to vote at, the Annual Meeting or any
adjournment thereof. At the close of business on the record date, there were
issued and outstanding 19,561,879 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 in
interest of the shares of Common Stock issued and outstanding and entitled to
vote thereat will constitute a quorum at the Annual Meeting. Shares of Common
Stock represented by a properly signed and returned proxy will be treated as
present at the Annual Meeting for purposes of determining a quorum. In
general, votes withheld from any nominee for election as director, abstentions
and broker "non-votes" are counted as present or represented for purposes of
determining the presence or absence of a quorum for the Annual 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.
A plurality of the votes properly cast at the Annual Meeting will elect each
director. Abstentions and votes withheld from director-nominees will not be
included in calculating the number of votes cast.
Votes will be tabulated by the Company's transfer agent, Boston EquiServe
Limited Partnership.
<PAGE>
PROPOSAL ONE--
ELECTION OF DIRECTORS
The Company's By-Laws provide for a Board of Directors, the number of which
shall be fixed from time to time by the stockholders of the Company and may be
enlarged or reduced by vote of a majority of the Board of Directors. The Board
of Directors has recommended that the number of directors be fixed at six and
has nominated for election as directors Mordechai Wiesler, Mitchell G. Tyson,
Amram Rasiel, Boruch B. Frusztajer, Alexander V. d'Arbeloff and Paul F. Rogan,
each of whom is currently a director of the Company. Each director elected at
the Annual Meeting will hold office until the next annual election of
directors and until his successor is chosen and qualified or until he sooner
dies, resigns, is removed, or becomes disqualified.
Each of the nominees has agreed to serve if elected, and the Company has no
reason to believe that any nominee will be unable to serve. In the event that
one or more nominees is unable or declines to serve as a director at the time
of the Annual Meeting, proxies will be voted for such other nominee as is then
designated by the Board.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL TO FIX THE NUMBER OF
DIRECTORS AT SIX AND TO ELECT THE SIX INDIVIDUALS NAMED ABOVE AS DIRECTORS OF
THE COMPANY.
2
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning each director
(each of whom has been nominated for re-election) and each executive officer
of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mordechai Wiesler....... 67 Chairman of the Board, Chief Executive Officer,
Treasurer and Director
Mitchell G. Tyson....... 43 President, Chief Operating Officer and Director
Stephen D. Allison...... 52 Chief Financial Officer
Robert G. Postle........ 43 Vice President, Marketing, Sales and Service
Robert Klimm............ 46 Vice President, General Manager,
Factory Automation Systems Division
Amram Rasiel (1)........ 67 Director
Boruch B. Frusztajer
(1)(2)................. 67 Director
Alexander V.
d'Arbeloff(2).......... 70 Director
Paul F. Rogan........... 38 Director and Executive Vice President, Equipe Division
</TABLE>
- - --------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
MORDECHAI WIESLER, a founder of the Company, has been Chief Executive
Officer, Treasurer and a director of the Company since its inception and
served as its President from its inception until February 1995. Mr. Wiesler
was also the founder, president and chairman of the Transistor Automation
Corporation until its sale to Teledyne, Inc. in 1966. Mr. Wiesler is a
director of SEMI-SEMATECH, Inc., a trade association of American manufacturers
of semiconductor manufacturing equipment.
MITCHELL G. TYSON was elected to the office of President and named a
director of the Company in 1995. Mr. Tyson has been Chief Operating Officer of
the Company since 1990. From 1987 to 1990, he served as Vice President,
Operations of the Company. From 1984 to 1987, Mr. Tyson was the director of
product management of GCA Corporation, a manufacturer of semiconductor capital
equipment.
STEPHEN D. ALLISON is Chief Financial Officer of the Company. He joined the
Company in 1997. Mr. Allison was Vice President and Chief Financial Officer of
Helix Technology Corporation, a manufacturer of cryogenic vacuum systems, from
1995 to 1997. Mr. Allison also served as Vice President, Finance of Behring
Diagnostic Systems, Inc., a supplier of immunoassay test and analysis systems,
from 1991 to 1995 and served as Vice President, Planning of Bay State Health
Care, Inc., from 1989 to 1991.
ROBERT G. POSTLE joined the Company in 1994 as Vice President, Marketing and
Sales and became Vice President, Marketing, Sales and Service in 1997. From
1989 to 1994, Mr. Postle was Vice President of Marketing and Sales at ULVAC
Technologies, Inc., a manufacturer of vacuum technology products. From 1987 to
1989, Mr. Postle was Vice President of Marketing and Sales at ASM Ion Implant,
Inc., a manufacturer of ion implantation equipment.
ROBERT KLIMM joined the Company as Vice President, Operations in 1997 and is
presently Vice President and General Manager, Factory Automation Systems
Division. From 1990 to 1997, Mr. Klimm held a number of positions at Eaton
Corporation ("Eaton"), including General Manager of Eaton's Implant Systems
Division. From 1982 to 1990, he was employed by BTU Engineering International,
Inc., most recently as Vice President, Marketing.
3
<PAGE>
AMRAM RASIEL has been a director of the Company since 1982. Dr. Rasiel is a
private investor and, from December 1989 to May 1990, was Co-Chief Executive
Officer of ENSR Corporation, an environmental engineering firm. Dr. Rasiel is
a director of Progress Software Corporation, a provider of application
development software, and of a number of privately-held companies.
BORUCH B. FRUSZTAJER became a director of the Company in 1982. Mr.
Frusztajer has been the President of BBF Corporation, an industrial management
company, since 1984. He is a director of CSP Inc., a manufacturer of embedded
signal processors, and of a number of privately-held companies.
ALEXANDER V. D'ARBELOFF became a director of the Company in 1982. Mr.
d'Arbeloff has been Chairman of the Board of Teradyne, Inc., a publicly-held
manufacturer of automatic testing equipment used in the manufacture of
semiconductors, since 1977. From 1971 to 1996, Mr. d'Arbeloff served as
President of Teradyne, and also served as its Chief Executive Officer from
1971 to 1997. He is Chairman of the Corporation of the Massachusetts Institute
of Technology. Mr. d'Arbeloff is a director of Stratus Computer, Inc., BTU
International, Inc., GeoTel Communications Corp. and a number of privately-
held companies.
PAUL F. ROGAN became a director and Executive Vice President, Equipe
Division, of the Company in February 1998 and January 1998, respectively,
following the Company's acquisition of Equipe Technologies, Inc. ("Equipe").
Mr. Rogan was a founder of Equipe, a manufacturer of wafer-handling equipment
for the semiconductor equipment industry, in 1990 and served as its President
and Chief Financial Officer until January 1998.
COMMITTEES AND MEETINGS OF THE BOARD
During the fiscal year ended September 30, 1997 ("fiscal 1997"), the Board
met six times and acted once by unanimous written consent. No director
attended fewer than 75% of the total number of meetings held by the Board or
committees of the Board on which he served.
The Board currently has two committees. The Audit Committee (currently
composed of Messrs. Rasiel and Frusztajer) reviews the internal accounting
procedures of the Company and consults with and reviews the services provided
by the Company's independent auditors. The Audit Committee met once during
fiscal 1997. The Compensation Committee (currently composed of Messrs.
Frusztajer and d'Arbeloff) has general responsibility for the Company's
executive compensation policies and practices, including making specific
recommendations to the Board concerning compensation for the Company's
executive officers and administering the Company's 1984 Incentive Stock Option
Plan (the "1984 Stock Option Plan"), 1994 Incentive and Nonqualified Stock
Option Plan (the "1994 Stock Option Plan"), 1994 Employee Stock Purchase Plan
(the "Stock Purchase Plan") and 1997 Non-Incentive Stock Option Plan (the
"1997 Stock Option Plan"). The Compensation Committee met twice during fiscal
1997 and acted once by written consent.
REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS
DIRECTORS' COMPENSATION
Each non-employee director of the Company has served without cash
compensation but has been reimbursed, upon request, for expenses incurred in
attending meetings of the Board of Directors. Directors who are employees of
the Company are not paid any separate fees for serving as directors. Under the
Company's 1994 Stock Option Plan, on November 30 of each year, each non-
employee director then in office is automatically granted a non-qualified
option to purchase 3,000 shares of Common Stock at an exercise price equal to
its fair market value on that date. Pursuant to this provision of the 1994
Stock Option Plan, on November 30, 1996, each of Messrs. Rasiel, Frusztajer
and d'Arbeloff was automatically granted a nonqualified option to purchase
3,000 shares of Common Stock at an exercise price of $23.88 per share.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and each of the
four other most highly compensated executive officers of the Company
(collectively, the "Named Executive Officers"), for services rendered in all
capacities to the Company during fiscal 1997 and during the fiscal years ended
September 30, 1995 and 1996 ("fiscal 1995" and "fiscal 1996," respectively).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION(1) AWARDS
---------------------- ------------
SECURITIES ALL OTHER
NAME AND FISCAL UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) ($)(2)
------------------ ------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Mordechai Wiesler ...... 1997 $ 243,077 $ 187,500 40,000 $11,050
Chief Executive Officer 1996 $211,153 $ 90,000 11,700 $11,500
1995 $184,939 $ 90,000 15,000 $ 5,675
Mitchell G. Tyson....... 1997 $ 218,077 $ 168,750 40,000 $ 5,260
President and Chief
Operating Officer 1996 $ 191,922 $ 90,000 15,300 $ 5,483
1995 $ 165,823 $ 100,000 20,000 $ 1,942
Robert G. Postle........ 1997 $155,847 $ 100,000 25,000 $ 5,180
Vice President,
Marketing and Sales 1996 $140,962 $ 54,000 10,800 $ 4,103
1995 $130,000 $ 68,000 -- $ 602
Robert Klimm (3)........ 1997 $ 100,010 $ 52,055 40,000 $ 1,764
Vice President,
Operations 1996 -- -- -- --
1995 -- -- -- --
Stephen D. Allison (3).. 1997 $ 84,135 $ 35,096 30,000 $ 1,512
Chief Financial Officer 1996 -- -- -- --
1995 -- -- -- --
</TABLE>
- - --------
(1) In accordance with the rules of the Commission, other compensation in the
form of perquisites and other personal benefits has been omitted because
such perquisites and other personal benefits constituted less than $50,000
and less than ten percent of the total annual salary and bonus for each
executive officer.
(2) The amounts reported include the Company's contributions to the Company's
Savings and Retirement Plan during fiscal 1997, fiscal 1996 and fiscal
1995, respectively, for the benefit of Mr. Wiesler ($4,750, $5,200 and
$1,895), Mr. Tyson ($4,750, $4,973 and $1,636) and Mr. Postle ($4,675,
$3,629 and $350) and during fiscal 1997 for the benefit of Mr. Klimm
($1,615) and Mr. Allison ($1,410) and premiums paid by the Company on
excess life insurance policies during fiscal 1997, fiscal 1996 and fiscal
1995, respectively, for Mr. Wiesler ($6,300, $6,300 and $3,780), Mr. Tyson
($510, $510 and $306) and Mr. Postle ($505, $474 and $252) and during
fiscal 1997 for Mr. Klimm ($149) and Mr. Allison ($102).
(3) Messrs. Allison and Klimm joined the Company during fiscal 1997 and,
therefore, received compensation for only a portion of such fiscal year.
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning stock option grants
under the 1994 Stock Option Plan to the Company's Chief Executive Officer and
each of the other Named Executive Officers made during fiscal 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
% OF TOTAL PRICE
OPTIONS APPRECIATION FOR
GRANTED TO EXERCISE OR OPTION TERM (3)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE)(2) DATE 5%($) 10%($)
---- ------------- ------------ ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Mordechai Wiesler....... 7,700(4) 1.11% $17.69 11/20/02 $ 46,319 $105,082
32,300(5) 4.65% $17.69 11/20/02 $194,299 $440,798
Mitchell G. Tyson....... 6,590(4) 0.95% $17.69 11/20/02 $ 39,642 $ 89,934
33,410(5) 4.81% $17.69 11/20/02 $200,976 $455,946
Robert G. Postle........ 10,100(4) 1.45% $17.69 11/20/02 $ 60,756 $137,835
14,900(5) 2.14% $17.69 11/20/02 $ 89,630 $203,340
Robert Klimm............ 25,728(4) 3.70% $22.56 04/25/03 $197,421 $447,882
14,272(5) 2.05% $22.56 04/25/03 $109,515 $248,452
Stephen D. Allison...... 23,728(4) 3.41% $22.56 04/25/03 $182,075 $413,065
6,272(5) 0.90% $22.56 04/25/03 $ 48,128 $109,185
</TABLE>
- - --------
(1) Options vest in 20 equal quarterly installments, beginning on 2/20/97 and
ending on 11/20/01 for the options granted to Messrs. Wiesler, Tyson and
Postle and beginning on 7/25/97 and ending on 4/25/02 for the options
granted to Messrs. Klimm and Allison.
(2) All options were granted at exercise prices not less than fair market
value, which was determined by the Board of Directors of the Company to be
the last sale price of the Common Stock on the date of grant as reported
by the Nasdaq National Market.
(3) Amounts reported in this column represent hypothetical values that may be
realized upon exercise of the options immediately prior to the expiration
of their term, assuming the specified compounded rates of appreciation of
the Company's Common Stock over the term of the options. These numbers are
calculated based on rules promulgated by the Commission and do not
represent the Company's estimate of future stock price growth. Actual
gains, if any, on stock option exercises and Common Stock holdings are
dependent on the timing of such exercises and the future performance of
the Company's Common Stock. There can be no assurance that the rates of
appreciation assumed in this table can be achieved or that the amounts
reflected will be received by the Named Executive Officers. This table
does not take into account any appreciation in price of the Common Stock
from the date of grant to the current date. The values shown are net of
the option price, but do not include deductions for taxes or other
expenses associated with the exercise.
(4) Represents an incentive stock option.
(5) Represents a nonqualified stock option.
6
<PAGE>
OPTION/SAR EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information concerning option exercises and
holdings under the PRI Automation, Inc. 1984 Stock Option Plan and the 1994
Stock Option Plan as of September 30, 1997 with respect to the Company's Chief
Executive Officer and the other Named Executive Officers:
OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
COMMON STOCK UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE FISCAL YEAR- END (#) FISCAL YEAR-END ($)(2)
EXERCISE REALIZED ------------------------- -------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mordechai Wiesler....... 6,750 $144,450 97,427 85,973 $5,171,745 $4,042,428
Mitchell G. Tyson....... 40,000 $887,500 158,460 95,140 $8,622,112 $4,503,564
Robert G. Postle........ 18,168 $317,523 4,018 48,790 $ 191,477 $2,233,061
Robert Klimm............ -- $ -- 2,000 38,000 $ 71,875 $1,365,625
Stephen D. Allison...... -- $ -- 1,500 28,500 $ 53,906 $1,024,219
</TABLE>
- - --------
(1) Amounts disclosed in this column do not necessarily reflect amounts
received by the Named Executive Officers but are calculated based on the
difference between the fair market value of the Company's Common Stock on
the date of exercise and the exercise price of the options. Named
Executive Officers will receive cash only if and when they sell the Common
Stock issued upon exercise of the options, and the amount of cash received
by such individuals is dependent on the price of the Company's Common
Stock at the time of such sale.
(2) Calculated on the basis of the last sale price of the Common Stock on
September 30, 1997 as reported by the Nasdaq National Market ($58.50 per
share), less the applicable option exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is a former or current employee of
the Company or a party to any other relationship of a character required to be
disclosed pursuant to Item 402(j) of Regulation S-K.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report has been furnished by the Compensation Committee of the Company.
Boruch B. Frusztajer and Alexander V. d'Arbeloff, two non-employee members of
the Board of Directors, are the members of the Committee. The Committee meets
at least annually or more frequently if requested by the Board of Directors.
The Committee is primarily responsible for the review of executive
compensation, which includes base salary, profit sharing, and stock option
awards.
Compensation Policies. The Company believes that it is critical to its
continued success to attract and retain highly qualified executive officers
who will play a vital role in future achievements. To this end, the Company
has established its compensation policy to reward executives based upon
corporate, departmental and individual performance which is measured against
the internal goals set for each area. The Company also understands the need to
provide long term incentives to its executive officers to achieve future
financial and strategic goals which include the growth of the Company,
enhancement of Company profitability and thus shareholder value. The Company
believes that its total compensation is sufficiently competitive to retain
and, if necessary, attract executive officers capable of leading the Company
in accomplishing its business goals.
7
<PAGE>
Executive compensation for fiscal 1997 consisted of a base salary, incentive
compensation in the form of an annual cash bonus earned as a result of
achievement of Company objectives, and equity-based long-term incentive
compensation in the form of incentive and nonqualified stock options. Since
options granted under the 1994 Stock Option Plan generally vest over a five-
year period, option participants are encouraged to improve the profitability
and shareholder value of the Company.
Base Salaries. The salaries of the executive officers are established
annually by evaluating requirements of the position and the contribution of
the individual executive with respect to Company performance and the
executive's responsibility, technical experience and future potential. Base
salaries of the executive officers are generally adjusted annually in January
to reflect comparable executive salaries for comparably sized companies and to
maintain the objectives of the compensation policy noted above. In determining
base salaries, the Compensation Committee relies upon independent surveys of
companies in the industry to determine whether the Company's executive
compensation is in a competitive range for executives within the Company's
industry.
The base salary of Mordechai Wiesler, the Chief Executive Officer of the
Company was $243,077 for fiscal 1997. This represented an increase of 15.1%
from fiscal 1996.
Incentive Compensation. To reward performance, the Company provides
executives with additional cash compensation in the form of profit sharing
bonuses. Actual awards against target vary based on financial and non-
financial performance factors and individual contribution. The improvement in
financial performance in 1997 in conjunction with the attainment of non-
financial goals resulted in a bonus of $187,500 to Mr. Wiesler and bonus
payments to the Company's other executive officers ranging from $35,090 to
$168,750 in fiscal 1997. Further detail of the bonus compensation is disclosed
in the Summary Compensation Table at page 5.
Long-Term Incentive Compensation. One of the goals of the Company is the
enhancement of shareholder value. The principal incentive tool used to achieve
this goal is the periodic award to key employees of options to purchase Common
Stock of the Company. The Company's stock option plans are long-term plans
designed to link executive rewards to shareholder value over time. Stock
options granted typically have a term of six (6) years and vest in twenty
quarterly installments over a period of five (5) years from the date of grant.
Long-term incentive compensation in the form of incentive and nonqualified
stock options under the 1994 Stock Option Plan were granted to the Company's
executive officers. These grants included incentive and nonqualified options
granted to Messrs. Wiesler, Tyson and Postle to purchase up to 40,000, 40,000
and 25,000, shares of Common Stock, respectively. Also, Messrs. Klimm and
Allison, who joined the Company in March 1997, were granted options to
purchase up to 40,000 and 30,000 shares of Common Stock, respectively, as part
of their initial compensation arrangements with the Company. See "Option
Grants in Last Fiscal Year" at page 6.
Boruch B. Frusztajer
Alexander V. d'Arbeloff
8
<PAGE>
PERFORMANCE GRAPH
The following Performance Graph compares the performance of the Company's
cumulative stockholder return with that of a broad market index, the Nasdaq
Stock Market Index for U.S. Companies, and a published industry index, the
Hambrecht & Quist Semiconductor Sector Index. The cumulative stockholder
returns for shares of the Company's Common Stock and for the market and
industry indices are calculated assuming that $100 was invested on October 13,
1994, the date on which the Company's Common Stock commenced trading on the
Nasdaq National Market. The Company paid no cash dividends during the periods
shown. The performance of the market and industry indices is shown on a total
return (dividends reinvested) basis, calculated monthly as of the last day of
month indicated.
[GRAPH APPEARS HERE]
HAMBRECHT & QUIST INDEX PRODUCTS AND SERVICES:
1997 PROXY PERFORMANCE GRAPH DATA
MONTHLY DATA SERIES
SCALED PRICES: Stock and index prices scaled to 100 at 10/13/94
<TABLE>
<CAPTION>
DATES PRI AUTOMATION NASDAQ STOCK MARKET - U.S. H&O SEMICONDUCTOR SECTOR
- - ----- -------------- -------------------------- ------------------------
<S> <C> <C> <C>
10-13-94 100 100 100
Oct-94 112.96 101.45 109.51
Nov-94 124.07 98.09 106.94
Dec-94 119.44 98.36 106.95
Jan-95 118.52 98.91 108.71
Feb-95 133.33 104.14 122.14
Mar-95 164.81 107.23 129.15
Apr-95 194.44 110.61 147.43
May-95 209.26 113.46 159.60
Jun-95 242.59 122.66 181.26
Jul-95 303.70 131.67 206.77
Aug-95 279.63 134.34 202.91
Sep-95 303.70 137.43 204.85
Oct-95 274.07 136.64 192.49
Nov-95 303.70 139.85 170.34
Dec-95 260.19 139.11 148.84
Jan-96 211.11 139.79 146.82
Feb-96 176.85 145.11 147.57
Mar-96 181.48 145.59 140.57
Apr-96 209.26 157.67 161.05
May-96 295.87 164.91 156.06
Jun-96 225.93 157.48 134.72
Jul-96 194.44 143.45 119.60
Aug-96 216.67 151.49 130.90
Sep-96 242.59 163.08 152.94
Oct-96 262.96 161.28 154.35
Nov-96 353.70 171.25 194.51
Dec-96 337.04 171.09 192.76
Jan-97 445.37 183.25 232.40
Feb-97 365.74 173.12 221.25
Mar-97 353.70 161.82 216.65
Apr-97 379.63 166.88 235.23
May-97 564.81 185.80 254.01
Jun-97 562.03 191.48 244.32
Jul-97 735.19 211.69 298.83
Aug-97 792.59 211.37 304.50
Sep-97 866.67 223.87 305.41
</TABLE>
CERTAIN TRANSACTIONS
EQUIPE TRANSACTION
In January 1998, the Company completed its acquisition of Equipe
Technologies, Inc., a California corporation, and two related corporations
("Equipe"). In connection with this acquisition, the Company issued 4,364,016
shares of its common stock to the former stockholders of Equipe. Paul Rogan,
formerly President and Chief Financial Officer and a stockholder of Equipe,
joined the Company as Executive Vice President, Equipe Division, in January
1998 upon the completion of the acquisition, and became a director of the
Company in February 1998.
9
<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 February 2, 1998 by
(i) each person or entity known to the Company to own beneficially five
percent or more of the Company's Common Stock, (ii) each director of the
Company, (iii) the Chief Executive Officer of the Company and the other Named
Executive Officers who were serving as executive officers at the end of fiscal
1997 and (iv) by the executive officers and directors of the Company as a
group:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED(1)(2)
-----------------
NAME AND ADDRESS(3) NUMBER PERCENT
- - ------------------- --------- -------
<S> <C> <C>
Mordechai Wiesler(4)........................................ 977,901 5.0%
Paul F. Rogan............................................... 882,210 4.5
Dr. Amram Rasiel(5)......................................... 564,710 2.9
Mitchell G. Tyson(6)........................................ 261,431 1.3
Boruch B. Frusztajer(7)..................................... 95,512 *
Alexander V. d'Arbeloff(8).................................. 76,784 *
Robert G. Postle(9)......................................... 13,315 *
Robert Klimm(10)............................................ 8,710 *
Stephen D. Allison(11)...................................... 5,230 *
All directors and executive officers as a group (9 per-
sons)(12).................................................. 2,885,803 14.46%
</TABLE>
- - --------
* Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission. 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. Shares of the Company's Common Stock subject to options
currently exercisable or exercisable within 60 days following the date of
this table are deemed outstanding for computing the share ownership and
percentage of the person holding such options, but are not deemed
outstanding for computing the percentage of any other person.
(2) The number of shares of Common Stock deemed outstanding as of the date of
this table is 19,544,967. Those shares include 4,364,016 shares issued by
the Company in connection with its acquisition of Equipe and two related
companies in January 1998.
(3) Address is in care of PRI Automation, Inc., 805 Middlesex Turnpike,
Billerica, Massachusetts 01821-3986.
(4) Includes 102,581 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(5) Includes 15,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(6) Includes 177,770 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table and 5,250 shares held
by Mr. Tyson's minor children.
(7) Includes 15,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table and 58,762 shares
held by members of Mr. Frusztajer's family.
(8) Includes 15,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(9) Includes 13,053 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(10) Includes 6,600 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(11) Includes 5,100 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(12) See notes (4) to (12).
10
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered
class of the Company's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC").
Officers, directors and greater-than-10% stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely upon review of Forms 3 and 4 and amendments thereto furnished
to the Company during fiscal 1997 and Forms 5 and amendments thereto furnished
to the Company with respect to fiscal 1997, or written representations that
Forms 5 were not required, the Company believes that all Section 16(a) filing
requirements applicable to its officers, directors and greater-than-10%
stockholders were fulfilled in a timely manner.
SOLICITATION
No compensation will be paid by any person in connection with the
solicitation of proxies. 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.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the proxy materials related to the
1999 Annual Meeting of Stockholders or Special Meeting in lieu thereof must be
received by the Company at its executive offices no later than November 5,
1998.
MISCELLANEOUS
The Board does not intend to present to the Annual Meeting any business
other than the proposals 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 Annual
Meeting. If any other business should come before the Annual Meeting, the
persons present will have discretionary authority to vote the shares they own
or represent by proxy in accordance with their judgment.
AVAILABLE INFORMATION
Stockholders of record on March 3, 1998 will receive a Proxy Statement and
the Company's Annual Report to Stockholders, which contains detailed financial
information concerning the Company. The Company will mail, without charge, a
copy of the Company's Annual Report on Form 10-K (excluding exhibits) to any
stockholder solicited hereby who requests it in writing. Please submit any
such written request to: Shareholder Relations, PRI Automation, Inc., 805
Middlesex Turnpike, Billerica, Massachusetts 01821.
11
