<PAGE>
[EDGAR ONLY -- FOR FILING PROXY STATEMENT WITH SEC]
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
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) 204.14a-12
PRI AUTOMATION, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11: (Set forth the amount on which the filing fee is calculated and
state how it was determined.)
---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------------------
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by Exchange Act Rule
<PAGE>
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 ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 25, 1999
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 Thursday, February
25, 1999, 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 January 25, 1999,
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
January 28, 1999
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
February 25, 1999
This Proxy Statement and the enclosed form of proxy are being mailed to
stockholders on or about January 29, 1999 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 Thursday, February 25, 1999, beginning at 10:00 a.m.
local time and 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 January 25, 1999 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 20,012,058 shares of the Company's Common Stock, $0.01 par value per
share (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, EquiServe, L.P.
<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. The Board 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 Kenneth M. Thompson, 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.................................... 68 Chairman of the Board, Treasurer and Director
Mitchell G. Tyson.................................... 44 President, Chief Executive Officer and Director
Stephen D. Allison................................... 53 Chief Financial Officer
Robert G. Postle..................................... 44 Vice President, Marketing, Sales and International
Operations
Robert L. Klimm...................................... 47 Vice President, General Manager, Factory Automation
Systems Division
Amram Rasiel (1)..................................... 68 Director
Boruch B. Frusztajer (1)(2).......................... 68 Director
Alexander V. d'Arbeloff (2).......................... 71 Director
Kenneth M. Thompson.................................. 60 Director
</TABLE>
- - ------------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
MORDECHAI WIESLER, a founder of the Company, has been Treasurer and a
director of the Company since its inception. Mr Wiesler served as the Company's
President from its inception until February 1995 and as its Chief Executive
Officer from its inception until August 1998. Mr. Wiesler was also the founder,
president and chairman of 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 named Chief Executive Officer of the Company in August
1998. He was elected to the office of President and named a director of the
Company in 1995. Mr. Tyson served as Chief Operating Officer of the Company from
1990 to 1998. 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, served as Vice President, Planning of Bay State Health Care,
Inc., from 1989 to 1991 and worked at Teradyne, Inc. in various financial
positions from 1974 to 1989.
ROBERT G. POSTLE joined the Company in 1994 as Vice President, Marketing and
Sales and was named Vice President, Marketing, Sales and International
Operations in 1998. 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 L. KLIMM joined the Company as Vice President, Operations in 1997 and
is presently Vice President, 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.
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 GeoTel Communications Corp. and a
number of privately held companies.
KENNETH M. THOMPSON became a director of the Company in July 1998. Mr.
Thompson was employed by Intel Corporation for twenty-five years, most recently
as Vice President of Technology Manufacturing Engineering. Mr. Thompson is a
director of LAM Research Corp., SVG Corporation and Gasonics International
Corporation.
COMMITTEES AND MEETINGS OF THE BOARD
During the fiscal year ended September 30, 1998 ("fiscal 1998"), the Board
met seven 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
1998. 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 once during fiscal 1998 and acted three times by written consent.
RENUMERATION 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 (in May, 1998, the Compensation Committee voted to
increase this grant to 5,000 shares beginning in fiscal 1999). Pursuant to this
provision of the 1994 Stock Option Plan, on November 30, 1997, 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
approximately $34.13 per share. Each of these
4
<PAGE>
options was canceled, and a new option issued in its place to purchase 3,000
shares of Common Stock at an exercise price of approximately $14.75 per share,
in connection with the July 1998 option repricing. See "Option/SAR Repricing."
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning the
compensation earned by each person serving as the Company's Chief Executive
Officer during fiscal 1998 and each of the four other most highly compensated
executive officers of the Company (collectively, the "Named Executive
Officers"), for services rendered in all capacities to the Company during fiscal
1998 and during the fiscal years ended September 30, 1996 and 1997 ("fiscal
1996" and "fiscal 1997," respectively).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
AWARDS
ANNUAL COMPENSATION -------------
(1) SECURITIES ALL OTHER
NAME AND FISCAL ---------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)(2) ($)(3)
- - ----------------------------------------------- ----------- ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Mordechai Wiesler.............................. 1998 $ 257,212 -- 30,000 $ 10,485
Chairman and Chief Executive Officer(4) 1997 $ 243,077 $ 187,500 40,000 $ 11,500
1996 $ 211,153 $ 90,000 11,700 $ 11,050
Mitchell G. Tyson.............................. 1998 $ 247,289 -- 130,000 $ 5,363
President and Chief Executive Officer(4) 1997 $ 218,077 $ 168,750 40,000 $ 5,260
1996 $ 191,922 $ 90,000 15,300 $ 5,483
Robert G. Postle............................... 1998 $ 196,789 -- 25,500 $ 5,667
Vice President, Marketing, Sales and 1997 $ 155,847 $ 100,000 25,000 $ 5,180
International Operations 1996 $ 140,962 $ 54,000 10,800 $ 4,103
Robert L. Klimm(5)............................. 1998 $ 216,231 -- 18,000 $ 7,106
Vice President, General Manager, Factory 1997 $ 100,010 $ 52,055 40,000 $ 1,764
Automation Systems Division 1996 -- -- -- --
Stephen D. Allison(5).......................... 1998 $ 194,789 -- 47,000 $ 2,936
Chief Financial Officer 1997 $ 84,135 $ 35,096 30,000 $ 1,512
1996 -- -- -- --
Paul F. Rogan(6)............................... 1998 $ 134,359 -- 45,000 $ 5,000
Former Executive Vice President, Equipe 1997 -- -- -- --
Division 1996 -- -- -- --
</TABLE>
- - ------------------------
(1) In accordance with the rules of the Securities and Exchange 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) Excludes options granted in fiscal 1998 that were later canceled in
connection with the July 1998 option repricing. See table entitled "Option
Grants in Last Fiscal Year."
(3) The amounts reported include the Company's contributions to the Company's
Savings and Retirement Plan during fiscal 1998, fiscal 1997 and fiscal 1996,
respectively, for the benefit of Mr. Wiesler ($4,185, $4,750 and $5,200),
Mr. Tyson ($4,904, $4,750 and $4,973) and Mr. Postle ($5,310, $4,675 and
$3,629), during fiscal 1998 and fiscal 1997 for the benefit of Mr. Klimm
($6,427
5
<PAGE>
and $1,615) and Mr. Allison ($1,928 and $1,410) and during fiscal 1998 for
the benefit of Mr. Rogan ($5,000) and premiums paid by the Company on excess
life insurance policies during fiscal 1998, fiscal 1997 and fiscal 1996,
respectively, for Mr. Wiesler ($6,300, $6,300 and $6,300), Mr. Tyson ($459,
$510 and $510) and Mr. Postle ($357, $505 and $474) and during fiscal 1998
and fiscal 1997 for Mr. Klimm ($679 and $149) and Mr. Allison ($1,008 and
$102).
(4) Mr. Wiesler served as Chief Executive Officer until August 1998, when Mr.
Tyson was named Chief Executive Officer.
(5) Messrs. Allison and Klimm joined the Company during fiscal 1997 and,
therefore, received compensation for only a portion of that fiscal year.
(6) Mr. Rogan joined the Company during fiscal 1998 and, therefore, received
compensation for only a portion of that fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning stock option grants made
during fiscal 1998 under the 1994 Stock Option Plan and the 1997 Stock Option
Plan to each person serving as the Company's Chief Executive Officer during
fiscal 1998 and each of the other Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION FOR
GRANTED TO EXERCISE OR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -------------------------
NAME GRANTED(#) FISCAL YEAR ($/SHARE)(1) DATE 5%($) 10%($)
- - ---------------------------------------- ----------- ------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Mordechai Wiesler....................... 30,000(3) 0.80% $28.5000 12/11/03 --(3) --(3)
30,000(4) 0.80% $14,7500 07/17/04 $ 150,492 $ 341,416
Mitchell G. Tyson....................... 30,000(3) 0.80% $28.5000 12/11/03 --(3) --(3)
30,000(4) 0.80% $14.7500 07/17/04 $ 150,492 $ 341,416
100,000(5) 2.66% $11.3750 09/25/04 $ 386,859 $ 877,651
Robert G. Postle........................ 20,000(3) 0.53% $28.5000 12/11/03 --(3) --(3)
20,000(4) 0.53% $14.7500 07/17/04 $ 100,328 $ 227,611
5,500(6) 0.15% $11.3750 09/25/04 $ 21,277 $ 48,271
Robert L. Klimm......................... 12,000(3)(7) 0.32% $28.5000 12/11/03 --(3) --(3)
12,000(4) 0.32% $14.7500 07/17/04 $ 60,197 $ 136,566
6,000(6) 0.16% $11.3750 09/25/04 $ 23,212 $ 52,659
Stephen D. Allison...................... 12,000(3)(7) 0.32% $28.5000 12/11/03 --(3) --(3)
6,272(4)(8) 0.17% $14.7500 07/17/04 $ 31,463 $ 71,379
23,728(4)(8) 0.63% $14.7500 07/17/04 $ 119,029 $ 270,037
12,000(4) 0.32% $14.7500 07/17/04 $ 60,197 $ 136,566
5,000(6) 0.13% $11.3750 09/25/04 $ 19,343 $ 43,883
Paul F. Rogan........................... 20,000(3)(9) 0.53% $25.8125 01/22/04 --(3) --(3)
20,000(4) 0.53% $14.7500 07/17/04 $ 60,197 $ 136,566
5,000(6) 0.13% $11.3750 09/25/04 $ 19,343 $ 43,883
</TABLE>
- - ------------------------
(1) 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 Stock Market.
6
<PAGE>
(2) 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
Common Stock over the term of the options. These numbers are calculated
based on rules promulgated by the Securities and Exchange 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
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.
(3) Represents an option later canceled in connection with the July 1998
repricing of options. See "Option/SAR Repricing."
(4) Option vests in 20 equal quarterly installments beginning October 17, 1998
and ending July 17, 2004.
(5) Represents an option granted in connection with Mr. Tyson's promotion to
Chief Executive Officer in August 1998. Option vests in 20 equal quarterly
installments beginning December 25, 1998 and ending September 25, 2004.
(6) Option becomes fully exercisable on November 25, 1999.
(7) Represents a performance-based grant for fiscal 1997, for which each of
Messrs. Klimm and Allison had only a partial year of service.
(8) Represents an option issued to replace an option granted in fiscal 1997 and
canceled in connection with the July 1998 option repricing.
(9) Represents an option granted in connection with the Company's acquisition of
Equipe Technologies, Inc.
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 Incentive Stock Option Plan, the
1994 Stock Option Plan and the 1997 Stock Option Plan as of September 30, 1998
with respect to each person serving as the Company's Chief Executive Officer
during fiscal 1998 and each of the other Named Executive Officers:
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
COMMON STOCK
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE FISCAL YEAR-END (#) FISCAL YEAR-END $(2)
ON REALIZED -------------------------- ---------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---------------------------------------- ----------- ---------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Mordechai Wiesler....................... 15,000 $ 641,625 116,871 81,529 $ 736,176 $ 104,422
Mitchell G. Tyson....................... 3,000 $ 130,875 193,330 187,271 $ 1,540,751 $ 239,250
Robert G. Postle........................ 8,750 $ 115,188 11,338 58,220 $ 14,348 $ 63,563
Robert L. Klimm......................... -- $ -- 10,000 48,000 $ -- $ 6,750
Stephen D. Allison...................... -- $ -- -- 47,000 $ -- $ 5,625
Paul F. Rogan........................... -- $ -- -- 25,000 $ -- $ 5,625
</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
7
<PAGE>
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 the individuals is dependent on the price of the 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, 1998 as reported by the Nasdaq Stock Market ($12.50 per
share), less the applicable option exercise price.
OPTION/SAR REPRICING
The following table sets forth information concerning the repricing during
fiscal 1998 of options previously awarded to the Named Executive Officers as
well as information concerning all such repricing of options held by an
executive officer of the Company during the ten fiscal years ended September 30,
1998. See "Compensation Committee Report on Executive Compensation" for further
information.
TEN-YEAR OPTION/SAR REPRICING
<TABLE>
<CAPTION>
NUMBER OF MARKET EXERCISE LENGTH OF
SECURITIES VALUE AT PRICE AT ORIGINAL OPTION
UNDERLYING TIME OF TIME OF TERM REMAINING
OPTIONS/SARS REPRICING REPRICING NEW AT DATE OF
REPRICED OR OR OR EXERCISE REPRICING OR
NAME DATE AMENDED AMENDMENT AMENDMENT PRICE AMENDMENT
- - ------------------------------------- --------- ------------- ----------- ----------- --------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Mordechai Wiesler.................... 2/1/96 9,882 $ 13.625 $ 18.875 $ 13.625 5 years, 293 days
Chairman and Chief Executive 7/17/98 30,000 $ 14.750 $ 28.500 $ 14.750 5 years, 147 days
Officer(1)
Mitchell G. Tyson.................... 2/1/96 8,706 $ 13.625 $ 18.875 $ 13.625 5 years, 293 days
President and Chief Executive 7/17/98 30,000 $ 14.750 $ 28.500 $ 14.750 5 years, 147 days
Officer(1)
Robert G. Postle..................... 2/1/96 21,600 $ 13.625 $ 18.875 $ 13.625 5 years, 293 days
Vice President, Marketing, Sales 7/17/98 20,000 $ 14.750 $ 28.500 $ 14.750 5 years, 147 days
and International Operations
Robert L. Klimm...................... 7/17/98 12,000 $ 14.750 $ 28.500 $ 14.750 5 years, 147 days
Vice President, General Manager,
Factory Automation Division
Stephen D. Allison................... 7/17/98 23,728 $ 14.750 $ 22.563 $ 14.750 4 years, 282 days
Chief Financial Officer 7/17/98 6,272 $ 14.750 $ 22.563 $ 14.750 4 years, 282 days
7/17/98 12,000 $ 14.750 $ 28.500 $ 14.750 5 years, 147 days
Paul F. Rogan........................ 7/17/98 20,000 $ 14.750 $ 28.500 $ 14.750 5 years, 147 days
Former Executive Vice President,
Equipe Division
</TABLE>
- - ------------------------
(1) Mr. Wiesler served as Chief Executive Officer until August 1998, when Mr.
Tyson was named Chief Executive Officer.
8
<PAGE>
RETENTION AGREEMENTS
The Company has entered into retention agreements with each of Messrs,
Wiesler, Tyson, Postle, Klimm and Allison in order to encourage each executive
to remain with the Company in the event of a change in control. The agreements
provide for severance payments upon the occurrence of certain events following a
"Change of Control" of the Company. A "Change of Control" is defined in each
agreement to mean (i) any person becoming the beneficial owner of securities of
the Company representing fifty percent (50%) or more of the total voting power
of all outstanding securities; (ii) a change in the composition of the Board of
Directors creating a majority of directors consisting of individuals other than
directors of the Company as of the date of the retention agreement or their
designated successors; (iii) the merger or consolidation of the Company with any
other corporation (other than a merger or consolidation keeping at least fifty
percent (50%) of the total voting power in the hands of the Company's
stockholders) or (iv) the liquidation of the Company or the sale or disposition
by the Company of all or substantially all of the Company's assets.
Each agreement provides for certain severance benefits to be paid to the
executive officer in the event that, within 18 months after a Change of Control,
the executive's employment is terminated other than for cause, as defined in the
agreement, or because of the executive's total and permanent disability, or if
the executive resigns after the occurrence of one or more certain events such as
a material reduction in responsibilities or salary or relocation to a
geographically distant facility without the executive's consent.
Each agreement provides that, if the executive is terminated or resigns
within 18 months after a Change of Control under circumstances that would
entitle the executive to severance benefits, then the Company will be obligated
to pay to the executive, in a single payment, an amount equal to the sum of (a)
his then-current annual base compensation, (b) the bonus (if any) that the
Company (or its successor) paid the executive with respect to its fiscal year
most recently ended before such termination or resignation and (c) a prorated
fraction of the amount of his "target bonus" for the fiscal year of the Company
in which the termination or resignation occurs. Each agreement further provides
that, upon such termination or resignation, 50% of the otherwise unvested
portion of each stock option held by the executive will become fully
exercisable, and 50% of each option held by the Company to repurchase stock of
the Company owned by the executive will terminate.
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, are the members of the Committee. The Committee meets at least
annually or more frequently if requested by the Board. 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
9
<PAGE>
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 and
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.
Executive compensation for fiscal 1998 consisted of a base salary 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. Also, to
reward performance the Company provides executives with additional cash
compensation in the form of profit sharing bonuses. However, no bonus
compensation was awarded in fiscal 1998.
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 through August 1998, was $257,212 for fiscal 1998. This represented an
increase of approximately 5.8% from fiscal 1997. In August 1998 Mitch Tyson, the
Company's President and Chief Operating Officer, was named Chief Executive
Officer. Mr. Tyson's base salary for fiscal 1998 was $247,289. This represented
an increase of approximately 13.4% from fiscal 1997.
LONG-TERM INCENTIVE COMPENSATION. One of the Company's goals 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. 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. In fiscal 1998, the
Company granted long-term incentive compensation in the form of incentive and
nonqualified stock options under the 1994 Stock Option Plan and 1997 Stock
Option Plan to the Company's executive officers. Excluding grants that were
later canceled in connection with the July 1998 repricing of options, these
grants included options granted to Messrs. Wiesler, Tyson, Postle, Klimm,
Allison and Rogan to purchase up to 30,000, 130,000, 25,500, 18,000, 47,000 and
25,000 shares of Common Stock, respectively. See "Option Grants in Last Fiscal
Year" at page 7.
REPORT ON REPRICING OF OPTIONS. The July 1998 repricing of options held by
certain Named Executive Officers, described in the table above captioned
"Ten-Year Option/SAR Repricing," reflects the consistent application of the
policy of the Compensation Committee regarding stock options. The Compensation
Committee and the Board believe that to provide maximum incentive to employees,
including senior executives, incentive options should be granted at exercise
prices equal to or not
10
<PAGE>
materially in excess of the market price of the Common Stock. As a result of
this policy, options granted by the Board and approved by the Compensation
Committee from April 1997 through May 1998 were repriced on July 17, 1998. The
options were repriced in order to more accurately reflect the market value of
the Company's Common Stock, determined by reference to the closing price of the
stock as reported by the Nasdaq Stock Market on that date.
Boruch B. Frusztajer
Alexander V. d'Arbeloff
CERTAIN TRANSACTIONS
In August 1998, the Company entered into a loan arrangement with Robert G.
Postle, its Vice President, Marketing, Sales and International Operations. The
Company loaned Mr. Postle $150,000 pursuant to a three-year promissory note with
interest accruing at 6%. The note is secured by a mortgage on Mr. Postle's
residence. The outstanding principal under the note, together with accrued
interest thereon, is due and payable at the maturity date or upon the earlier
termination of Mr. Postle's employment by the Company either by the Company for
cause or voluntarily by Mr. Postle.
11
<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 National Market System
of the Nasdaq Stock 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.
PRI AUTOMATION INC. CUMULATIVE TOTAL RETURNS
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DATES PRI AUTOMATION NASDAQ STOCK MARKET -U.S. H&Q SEMICONDUCTOR SECTOR
<S> <C> <C> <C>
10/13/94 $100.00 $100.00 $100.00
10/31/94 $112.96 $101.45 $109.51
11/30/94 $124.07 $98.09 $106.94
12/31/94 $119.44 $98.36 $106.95
01/31/95 $118.52 $98.92 $108.71
02/28/95 $133.33 $104.15 $122.14
03/31/95 $164.81 $107.24 $129.15
04/30/95 $194.44 $110.62 $147.43
05/31/95 $209.26 $113.47 $159.60
06/30/95 $242.59 $122.67 $181.26
07/31/95 $303.70 $131.69 $206.77
08/31/95 $279.63 $134.36 $202.91
09/30/95 $303.70 $137.44 $204.85
10/31/95 $274.07 $136.65 $192.49
11/30/95 $303.70 $139.86 $170.34
12/31/95 $260.19 $139.12 $148.84
01/31/96 $211.11 $139.80 $146.82
02/29/96 $176.85 $145.12 $147.57
03/31/96 $181.48 $145.60 $140.57
04/30/96 $209.26 $157.67 $161.05
05/31/96 $295.37 $164.91 $156.06
06/30/96 $225.93 $157.48 $134.72
07/31/96 $194.44 $143.44 $119.60
08/31/96 $216.67 $151.47 $130.90
09/30/96 $242.59 $163.06 $152.94
10/31/96 $262.96 $161.26 $154.35
11/30/96 $353.70 $171.23 $194.51
12/31/96 $337.04 $171.07 $192.76
01/31/97 $445.37 $183.23 $232.40
02/28/97 $365.74 $173.09 $221.25
03/31/97 $353.70 $161.79 $216.65
04/30/97 $379.63 $166.85 $235.23
05/31/97 $564.81 $185.76 $254.01
06/30/97 $562.03 $191.45 $244.32
07/31/97 $735.19 $211.66 $298.83
08/31/97 $792.59 $211.33 $304.50
09/30/97 $866.67 $223.82 $305.41
10/31/97 $566.67 $212.24 $239.09
11/30/97 $505.56 $213.30 $230.66
12/31/97 $427.78 $209.88 $203.29
01/31/98 $407.41 $216.47 $227.08
02/28/98 $515.27 $236.78 $249.46
03/31/98 $387.96 $245.51 $233.09
04/30/98 $396.30 $249.67 $253.54
05/31/98 $300.46 $235.97 $208.36
06/30/98 $252.78 $252.61 $200.26
07/31/98 $206.48 $249.85 $206.50
08/31/98 $185.19 $200.98 $157.84
09/30/98 $185.19 $228.68 $174.59
</TABLE>
12
<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 January 6, 1999 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 1998 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)........................................................................ 967,831 4.8%
Dr. Amram Rasiel(5)......................................................................... 569,710 2.8%
Mitchell G. Tyson(6)........................................................................ 283,266 1.4%
Boruch B. Frusztajer(7)..................................................................... 100,512 *
Alexander V. d'Arbeloff(8).................................................................. 81,764 *
Robert G. Postle(9)......................................................................... 8,018 *
Robert L. Klimm(10)......................................................................... 18,545 *
Stephen D. Allison(11)...................................................................... 4,739 *
Kenneth M. Thompson(12)..................................................................... 15,000 *
Paul F. Rogan(13)........................................................................... 884,210 4.4%
All directors and executive officers as a group (11 persons)(14)............................ 2,757,949 13.53%
</TABLE>
- - ------------------------
* Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange 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, January 6, 1999, is 19,992,009.
(3) Address is in care of PRI Automation, Inc., 805 Middlesex Turnpike,
Billerica, Massachusetts 01821-3986.
(4) Includes 111,511 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(5) Includes 17,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
13
<PAGE>
(6) Includes 187,641 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 17,000 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 17,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(9) Represents 8,018 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(10) Includes 15,200 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(11) Includes 4,201 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(12) Represents 15,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(13) Includes 2,000 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table.
(14) Includes 394,571 shares issuable upon the exercise of outstanding options
exercisable within 60 days of the date of this table. See notes 4 through
12.
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 1998 and Forms 5 and amendments thereto furnished
to the Company with respect to fiscal 1998, 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, except that (a)
the Form 3 filed to report initial beneficial ownership of the Company's
securities by James Cameron, former President, General Manager, Equipe Division,
omitted to report a total of 2,280 shares held directly or indirectly by Mr.
Cameron's wife, and (b) each of the following transactions, required to be
reported on Form 4, were instead reported on Form 5 for fiscal 1998: (i) the
grant of options to each of Messrs. Klimm, Postle, Allison and Rogan in
September 1998 and (ii) the grant of options to each of Messrs. Wiesler, Tyson,
Allison, Postle, Klimm and Rogan in July 1998 in connection with the repricing
of options.
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
14
<PAGE>
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 October 31, 1999.
MISCELLANEOUS
The Board does not intend to present to the Annual Meeting any business
other than the proposal set forth 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 January 25, 1999 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.
15
<PAGE>
PRI AUTOMATION, INC.
805 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS 01821
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 25, 1999
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 January 25, 1999 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 February 25, 1999 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 appears 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.
<TABLE>
<S> <C>
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- - ---------------------------------------------------------------------------------- ------------------------------------------------
- - ---------------------------------------------------------------------------------- ------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
PRI AUTOMATION, INC.
<CAPTION>
<S> <C>
1. Proposal to fix the number of directors that shall constitute the whole Board of Directors of the Company at six and to
elect the following nominees as directors of the Company:
<CAPTION>
ALL FOR WITHHOLDEXCEPT
<S> <C> <C> <C>
1. / / / / / /
</TABLE>
<TABLE>
<S> <C>
MORDECHAI WIESLER, MITCHELL G. TYSON, AMRAM RASIEL, BORUCH B. FRUSZTAJER,
RECORD DATE SHARES: ALEXANDER V. D'ARBELOFF AND KENNETH M.
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. / /
</TABLE>
<TABLE>
<S> <C>
- - ------------------------------------------------------------------------- --------------------------------------------------------
Shareholder sign here Co-owner sign here
</TABLE>
<PAGE>
DETACH CARD DETACH CARD
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 February 25, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
PRI Automation, Inc.
